F-4

As filed with the Securities and Exchange Commission on December 19, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Forms F-4* and S-4*

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

North American Energy Partners Inc.

(Exact name of registrant as specified in its charter)

Canada	1629	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Acheson Industrial Park #2 53016—Highway 60 Spruce Grove, Alberta T7X 3G7 (780) 960-7171	Vincent J. Gallant Acheson Industrial Park #2 53016—Highway 60 Spruce Grove, Alberta T7X 3G7 (780) 960-7171
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gary W. Orloff, Esq.

Bracewell & Patterson, L.L.P.

711 Louisiana Street, Suite 2900

Houston, Texas 77002-2781

Phone: (713) 221-1306

Fax: (713) 221-2166

Approximate date of commencement of proposed sale of the securities to the public:    As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Note	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
8 3/4% Exchange Senior Notes due 2011	$200,000,000	100%	$200,000,000	$16,180
Guarantees of 8 3/4% Exchange Senior Notes due 2011(2)	(3)	(3)	$0	None(3)

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act.

(2) See the Table of Additional Registrants on the next page for a list of the additional registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is required with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
North American Construction Group Inc.	Canada	Not applicable
North American Caisson Ltd.	Alberta, Canada	Not applicable
North American Construction Ltd.	Canada	Not applicable
North American Engineering Inc.	Alberta, Canada	Not applicable
North American Enterprises Ltd.	Alberta, Canada	Not applicable
North American Industries Inc.	Alberta, Canada	Not applicable
North American Maintenance Ltd.	Alberta, Canada	Not applicable
North American Mining Inc.	Alberta, Canada	Not applicable
North American Pipeline Inc.	Alberta, Canada	Not applicable
North American Road Inc.	Alberta, Canada	Not applicable
North American Services Inc.	Alberta, Canada	Not applicable
North American Site Development Ltd.	Alberta, Canada	Not applicable
North American Site Services Inc.	Alberta, Canada	Not applicable
Griffiths Pile Driving Inc.	Alberta, Canada	Not applicable
NACG Finance LLC	Delaware	74-3107147

(1) The address, including zip code, and telephone number, including area code, of each of the additional registrant’s principal executive offices is c/o North American Energy Partners Inc., Acheson Industrial Park #2, 53016-Highway 60, Spruce Grove, Alberta T7X 3G7, (780) 960-7171, except for NACG Finance LLC which is 28 Lawton Blvd., Toronto, Ontario M4V 1Z5.

* Explanatory Note—This registration statement comprises a filing on Form F-4 with respect to the securities of the non-U.S. registrants and a filing on Form S-4 with respect to the security of the U.S. registrant.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statements filed with the Securities and Exchange Commission are effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated December 19, 2003

US$200,000,000

NORTH AMERICAN ENERGY PARTNERS INC.

Offer to Exchange

8 ³/4% Exchange Senior Notes due 2011

for any and all outstanding 8 ³/4% Senior Notes due 2011

This prospectus, and accompanying letter of transmittal, relate to our proposed exchange offer. We are offering to exchange up to US$200,000,000 aggregate principal amount of new 8 ³/4% exchange senior notes due 2011, which we call the exchange notes and which will be freely transferable, for any and all outstanding 8 ³/4% senior notes due 2011, which we call the original notes, previously issued in a private offering and which have various transfer restrictions because they were not issued pursuant to a registration statement.

In this prospectus we sometimes refer to the exchange notes and the original notes collectively as the notes.

• The exchange offer expires at 5:00 p.m., New York City time, on                         , 2004, unless extended.

• The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will be freely transferable and issued free of any covenants regarding exchange and registration rights.

• All original notes that are validly tendered and not validly withdrawn will be exchanged.

• Tenders of original notes may be withdrawn at any time prior to expiration of the exchange offer.

• We will not receive any proceeds from the exchange offer.

• The exchange of original notes for exchange notes will not be a taxable event for United States federal income tax purposes.

• Holders of original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

• Original notes not exchanged in the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but except under limited circumstances, will have no further exchange or registration rights under the registration rights agreement discussed in this prospectus.

Please see “ Risk Factors” beginning on page 10 for a discussion of factors you should consider in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, the accompanying letter of transmittal and related documents and any amendments or supplements to this prospectus carefully before making your investment decision.

The date of this prospectus is                     , 2004.

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	10
The Exchange Offer	20
Use of Proceeds	34
The Transactions	35
Capitalization	36
Selected Historical Financial Information	37
Unaudited Pro Forma Financial Information	39
Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Business	61
Management	79
Related Transactions	85
Beneficial Ownership of NACG Holdings Inc.’s Common Shares	90
Description of Bank Credit Agreement	92
Description of Notes	95
Book-Entry; Delivery and Form	134
Income Tax Considerations	137
Validity of the Exchange Notes	139
Experts	139
Enforceability of Civil Liabilities Against Foreign Persons	139
Where You Can Find More Information	139
Glossary	140
Index to Financial Statements	F-1
Letter of Transmittal	Annex A

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell the notes. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The exchange notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada. The notes have been issued pursuant to the exemption from the prospectus requirements of the applicable Canadian provincial and territorial securities laws and may be sold in Canada only pursuant to an exemption therefrom.

A number of terms commonly used in the oil sands industry and this prospectus are defined in the glossary section of this prospectus.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to management. Forward-looking statements are those that do not relate strictly to historical or current facts, and can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “management believes,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future operating results or the ability to generate income or cash flow are forward-looking statements. Forward-looking statements include the information concerning possible or assumed future results of our operations set forth under “Summary,” “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Unaudited Pro Forma Financial Information.”

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond management’s ability to control or predict. Specific factors that could cause actual results to vary from those in the forward-looking statements include:

• changes in oil and gas prices;

• decreases in outsourcing work by our customers;

• shut-downs or cutbacks at major businesses that use our services;

• changes in laws or regulations, third party relations and approvals, and decisions of courts, regulators and governmental bodies that may adversely affect our business or the business of the customers we serve;

• our ability to obtain surety bonds as required by some of our customers;

• our ability to retain a skilled labor force and continue to bid successfully on new projects;

• provincial, regional and local economic, competitive and regulatory conditions and developments;

• technological developments;

• capital markets conditions;

• inflation rates;

• foreign currency exchange rates;

• interest rates;

• weather conditions;

• the timing and success of business development efforts; and

• our ability to successfully identify and acquire new businesses and assets and integrate them into our existing operations.

You are cautioned not to put undue reliance on any forward-looking statements, and we undertake no obligation to update those statements.

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EXCHANGE RATE DATA

The following table lists, for each period presented, the high and low exchange rates, the average of the exchange rates on the last day of each month during the period indicated and the exchange rates at the end of the period for one Canadian dollar, expressed in U.S. dollars, based on the inverse of the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York. As of November 20, 2003, the inverse of the noon Federal Reserve Bank of New York buying rate of Canadian dollars was $1.00 = US$0.7674.

	Year Ended March 31,			Six Months Ended September 30, 2003
	2001	2002	2003
High for period	0.6889	0.6622	0.6819	0.7492
Low for period	0.6336	0.6200	0.6252	0.6737
End of period	0.6336	0.6266	0.6805	0.7404
Average for period	0.6651	0.6392	0.6455	0.7200

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SUMMARY

This summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that is important to you. Therefore, you are encouraged to read the entire prospectus carefully, including the risks discussed in the “Risk Factors” section and the financial statements of North American Energy Partners Inc. and of Norama Ltd. and the footnotes to those statements, which are included in this prospectus. This prospectus includes the historical financial statements of Norama Ltd., the holding company for the business that we acquired on November 26, 2003, pursuant to the purchase and sale agreement dated October 31, 2003. The “pro forma” financial information gives effect to the transactions, as defined below, including (1) the offering of the notes and the other financings, (2) the impact of adjustments to account for the purchase at the closing date of substantially all of our equipment under operating leases as if the equipment had been purchased at the inception of the related lease agreements and (3) the cancellation of the management fee with the sellers at the closing date. We state our financial statements in Canadian dollars. In this prospectus, references to Canadian dollars, dollars, Cdn$, or $ are to the currency of Canada, and references to U.S. dollars or US$ are to the currency of the United States.

Our Company

We are one of the largest and most experienced providers of site preparation, mining, piling and pipeline installation services in western Canada. We provide our services primarily to the major integrated and independent oil and gas, petrochemical and other natural resources companies operating in this geographic region. In serving our customers, we operate over 400 pieces of heavy equipment and over 450 support vehicles, and we have developed particular expertise operating in the difficult working conditions created by the climate and terrain of the Alberta oil sands and other areas of western Canada. Our work on private sector oil sands and pipeline installation projects is a result of focusing our asset deployment on the more technically difficult and profitable revenue opportunities rather than traditional public sector construction activity. Our services consist of:

• site preparation, which includes clearing, stripping, excavating and grading for mining operations and other general construction projects, as well as underground utility installation for plant, refinery and commercial building construction;

• surface mining for oil sands and other natural resources, including overburden removal, the hauling of sand and gravel, mining of the ore body and delivery of the ore to the crushing facility, supply of labor and equipment to support owners’ mining operations, construction of infrastructure associated with mining operations and reclamation activities;

• piling installation, including the installation of all types of driven and drilled piles, caissons and earth retention and stabilization systems for commercial buildings, private industrial projects, such as plants and refineries, and infrastructure projects, such as bridges; and

• pipeline installation, including the installation of transmission and distribution pipe made of steel, plastic and fiberglass materials in sizes up to and including 36 inches in diameter for oil and gas transmission.

For the twelve months ended September 30, 2003, on a pro forma basis, we had revenue of $402.4 million. Our revenues grew at a compounded annual growth rate of over 26% from fiscal 1999 to 2003.

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We have long-term, stable relationships with our customers, some of whom we have been serving for over 40 years. We believe we are the principal provider of site preparation, mining and piling services in the Alberta oil sands to Syncrude Canada Ltd., our largest customer and the largest producer of bitumen in the oil sands, and other major operators in the area. We also provide pipeline installation services in British Columbia to EnCana Corporation. We estimate that over 91% of our revenues from fiscal year 2001 to 2003 was attributable to private sector oil and gas projects in Alberta and British Columbia, and for the twelve months ended September 30, 2003, we derived over 94% of our revenue from this market.

Our principal office is located at Acheson Industrial Park #2, 53016-Highway 60, Spruce Grove, Alberta, T7X 3G7. Our telephone number is (780) 960-7171.

The Transactions

On October 31, 2003, NACG Preferred Corp., our corporate parent, and NACG Acquisition Inc., our wholly-owned subsidiary, as the buyers, entered into a purchase and sale agreement with Norama Ltd. and its subsidiary North American Equipment Ltd., as the sellers, and Martin Gouin and Roger Gouin, the ultimate owners of Norama Ltd. Pursuant to the purchase and sale agreement, Norama Ltd. sold to NACG Preferred Corp. 30 shares of North American Construction Group Inc. in exchange for $35.0 million of its Series A Preferred Shares and sold the remaining 170 shares of North American Construction Group Inc. to NACG Acquisition Inc. for approximately $195 million in cash. NACG Preferred Corp. contributed the 30 shares of North American Construction Group Inc. it received to us, and we contributed these shares to NACG Acquisition Inc. Additionally, North American Equipment Ltd., a wholly-owned subsidiary of Norama Ltd., sold to NACG Acquisition Inc. substantially all of the assets of North American Equipment Ltd. in exchange for $175.0 million in cash. The total consideration paid by NACG Preferred Corp. and NACG Acquisition Inc. to the sellers was approximately $405 million, subject to post-closing adjustments. The sellers utilized a portion of the proceeds to repay existing indebtedness of Norama Ltd. and for the buyout of various existing equipment leases upon closing. The foregoing actions are collectively referred to as the “acquisition.”

At the closing of the transactions contemplated by the purchase and sale agreement, an investor group including investment entities controlled by The Sterling Group, L.P., Genstar Capital, L.P., Perry Strategic Capital Inc., and Stephens Group, Inc., which we refer to collectively as the “sponsors,” along with Paribas North America, Inc., an affiliate of BNP Paribas Securities Corp., our management and our employees, which we refer to collectively with the sponsors as “our investor group,” purchased for cash, $92.5 million of the common shares of NACG Holdings Inc., our ultimate parent company. The $92.5 million of cash proceeds were ultimately contributed to NACG Acquisition Inc. The proceeds of the equity offering and the offering of the notes and drawings under our new credit facility were used to make the cash payments to the sellers for the acquisition and to pay related transaction fees and expenses.

The offering of the original notes, together with the execution of and initial borrowings under the new bank credit agreement, the equity investment and the preferred shares issuance are collectively referred to in this prospectus as the “financings.” We refer to the acquisition and the financings as the “transactions.”

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Corporate Structure

We are a wholly-owned subsidiary of NACG Preferred Corp., a company without any business operations. NACG Preferred Corp. is a wholly-owned subsidiary of NACG Holdings Inc., our ultimate parent. NACG Holdings Inc., was formed in connection with the acquisition and has no business operations. All of our restricted subsidiaries guarantee the notes. The following chart depicts our organizational structure.

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The Exchange Offer

Registration Rights Agreement We sold US$200 million in aggregate principal amount of original notes to qualified institutional buyers as defined in Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act through BNP Paribas Securities Corp. and RBC Dominion Securities Corporation, as initial purchasers. We entered into a registration rights agreement with the initial purchasers which grants the holders of the original notes limited exchange and registration rights. The exchange offer made pursuant to this prospectus is intended to satisfy such exchange rights.

The Exchange Offer $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of original notes. As of the date hereof, US$200 million aggregate principal amount of the original notes are outstanding. We will issue exchange notes to holders on the earliest practicable date following the Expiration Date.

Resales of the Exchange Notes Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that, except as described below, the exchange notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by a holder thereof, other than any such holder that is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holder’s business and that such holder has no arrangement or understanding with any person to participate in the distribution of such exchange notes.

Each broker-dealer that receives exchange notes pursuant to the exchange offer in exchange for original notes that such broker-dealer acquired for its own account as a result of market-making activities or other trading activities, other than original notes acquired directly from us or our affiliates, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If we receive certain notices in the letter of transmittal, this prospectus, as it may be amended or supplemented from time to time, may be used for the appropriate time period

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by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities and not acquired directly from us. We have agreed that, if we receive the notices in the letter of transmittal, we will make this prospectus available to any such broker-dealer for use in connection with any such resale.

The letter of transmittal requires broker-dealers tendering original notes in the exchange offer to indicate whether the broker-dealer acquired the original notes for its own account as a result of market-making activities or other trading activities, other than original notes acquired directly from us or any of our affiliates. If no broker-dealer indicates that the original notes were so acquired, we have no obligation under the registration rights agreement to maintain the effectiveness of the registration statement past the consummation of the exchange offer or to allow the use of this prospectus for such resales. See “The Exchange Offer—Registration Rights” and “—Resale of the Exchange Notes; Plan of Distribution.”

Expiration Date The exchange offer expires at 5:00 p.m., New York City time, on                     , 2004, unless we extend the exchange offer in our sole discretion, in which case the term “Expiration Date” means the latest date and time to which the exchange offer is extended.

Conditions to the Exchange Offer The exchange offer is subject to certain conditions which we may waive. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering the Original Notes Each holder of original notes wishing to accept the exchange offer must complete, sign and date the accompanying letter of transmittal in accordance with the instructions contained in this prospectus and in the letter of transmittal, and mail or otherwise deliver such letter of transmittal together with the original notes and any other required documentation to the exchange agent identified below under “Exchange Agent” at the address set forth in this prospectus. By executing the letter of transmittal, a holder will make a number of representations to us. See “The Exchange Offer—Registration Rights” and “—Procedures for Tendering Original Notes.”

Special Procedures for Beneficial Owners Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust

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company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on such beneficial owner’s behalf. See “The Exchange Offer—Procedures for Tendering Original Notes.”

Guaranteed Delivery Procedures Holders of original notes who wish to tender their original notes when those securities are not immediately available or who cannot deliver their original notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent prior to the Expiration Date must tender their original notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery.”

Withdrawal Rights Tenders of original notes pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date.

Acceptance of Original Notes and Delivery of Exchange Notes We will accept for exchange any and all original notes that are properly tendered in the exchange offer, and not withdrawn, prior to the exchange offer’s Expiration Date. The exchange notes issued pursuant to the exchange offer will be issued on the earliest practicable date following our acceptance for exchange of original notes. See “The Exchange Offer—Terms of the Exchange Offer.”

Exchange Agent Wells Fargo Bank, N.A. is serving as exchange agent in connection with the exchange offer.

U.S. Federal Income Tax Considerations The exchange of original notes for exchange notes pursuant to the exchange offer will not be treated as a taxable exchange for federal income tax purposes. See “Income Tax Considerations.”

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Summary Historical and Pro Forma Financial Information

The summary historical consolidated financial information presented below as of and for each of the fiscal years ended March 31, 2001, 2002 and 2003 is derived from the audited consolidated financial statements of our predecessor company, Norama Ltd. The summary historical consolidated financial information presented below as of and for each of the six months ended September 30, 2002 and 2003 is derived from the historical unaudited financial statements of Norama Ltd. In the opinion of our management, the unaudited historical consolidated financial statements include all adjustments necessary for a fair presentation of our financial position and results of operations for such periods.

The summary pro forma financial information presented below for the fiscal year ended March 31, 2003, the six months ended September 30, 2003 and the twelve months ended September 30, 2003 is derived from the unaudited pro forma financial statements of North American Energy Partners Inc. included in this prospectus. The summary unaudited pro forma balance sheet information as of September 30, 2003 gives effect to the transactions as if they had occurred on September 30, 2003. The summary pro forma consolidated statements of operations for the fiscal year ended March 31, 2003, the six months ended September 30, 2003 and the twelve months ended September 30, 2003 give effect to the transactions as if they had occurred on April 1, 2002.

The summary historical consolidated financial information for the six months ended September 30, 2003 and the unaudited pro forma financial information as of and for the six months ended September 30, 2003 and the twelve months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 2004.

The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements of Norama Ltd. and the related notes to those financial statements, and the Unaudited Pro Forma Financial Information for North American Energy Partners Inc. and related notes included elsewhere in this prospectus. All of the financial information presented below has been prepared in accordance with Canadian GAAP. We are not aware of any material differences in the measurement of operations or the recognition of assets and liabilities under U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP as they pertain to us, see note 18 to the Norama Ltd. consolidated financial statements included elsewhere in this prospectus.

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	Historical															Pro Forma
	Year Ended March 31,									Six Months Ended September 30,						Year Ended March 31,			Six Months Ended September 30,			Twelve Months Ended September 30,
	2001			2002			2003			2002			2003			2003			2003			2003
	(dollars in thousands)
Statement of Operations Data:
Revenue	$	247,267		$	249,351		$	344,186		$	138,059		$	196,259		$	344,186		$	196,259		$	402,386
Job costs		128,085			123,893			220,855			91,245			116,941			220,706			116,926			246,461
Parts, shop labor and overhead		33,810			49,989			44,050			18,583			28,428			44,050			28,428			53,895
Equipment leases and rentals		30,339			31,091			26,904			13,301			15,641			13,110			5,844			11,534
Depreciation		10,409			11,299			10,974			4,409			5,389			23,601			12,725			26,563
Gross margin		44,624			33,079			41,403			10,521			29,860			42,719			32,336			63,933
General and administrative		9,594			13,089			12,397			5,099			5,867			12,397			5,867			13,165
Management fees (a)		36,550			14,400			8,000			6,600			23,200			—			—			—
Advisory fee (b)		—			—			—			—			—			900			450			900
Interest expense, net		3,034			3,510			4,162			1,492			1,926			28,564			14,119			28,401
Amortization (c)		—			—			—			—			—			9,233			4,617			9,233
Gain on sale of capital assets		(979	)		(218	)		(2,265	)		(1,480	)		(49	)		(2,265	)		(49	)		(834	)
Income (loss) before income taxes		(3,575	)		2,298			19,109			(1,190	)		(1,084	)		(6,110	)		7,332			13,068
Income taxes		(3,667	)		689			6,620			(421	)		(460	)		(2,236	)		2,580			4,343
Net earnings (loss)	$	92		$	1,609		$	12,489		$	(769	)	$	(624	)	$	(3,874	)	$	4,752		$	8,725
Other Financial Data:
EBITDA (d)	$	9,868		$	17,107		$	34,245		$	4,711		$	6,231		$	55,288		$	38,793		$	77,265
Capital expenditures		18,547			8,668			22,932			12,566			4,946			51,006			5,056			36,345
Balance Sheet Data (end of period):
Cash	$	11,247		$	436		$	651		$	6		$	7,678		$	10,380		$	10,380		$	10,380
Total assets		129,527			120,431			158,584			118,787			136,939			481,154			481,154			481,154
Total debt		54,678			50,137			63,401			62,340			60,254			311,380			311,380			311,380
Total shareholder’s equity		16,770			17,379			29,818			16,855			29,194			127,500			127,500			127,500
Operating Data:
Equipment hours		644,087			583,071			673,811			273,944			377,335			673,811			377,335			777,202

(a) The management fees represent a distribution of the taxable income of Norama Ltd., our predecessor company, to its corporate shareholder.

(b) Reflects the addition of a new board of directors and the sponsors’ management fee in connection with the transactions.

(c) Intangible assets are being amortized over the useful lives of the related customer contracts, trade names and customer relationships.

(d) EBITDA is defined as earnings before interest expense, income taxes and depreciation and amortization. EBITDA is not a measure of performance under Canadian GAAP or U.S. GAAP. We believe that EBITDA is a meaningful measure of the performance of our business. However, EBITDA does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with Canadian GAAP or U.S. GAAP, and EBITDA is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. In addition, our definition of EBITDA may differ from that of other companies. EBITDA for the historical periods has been reduced by management fees and equipment leases and rentals as reflected in the statement of operations data above. In connection with the acquisition, these management fees will be terminated upon closing and a substantial portion of our equipment leases and rentals expense also will be terminated as a result of the purchase of the related equipment at closing.

(footnote continued on next page)

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A reconciliation of EBITDA to net earnings (loss) as set forth in our consolidated statements of operations is as follows:

	Historical													Pro Forma
	Year Ended March 31,							Six Months Ended September 30,						Year Ended March 31,			Six Months Ended September 30,		Twelve Months Ended September 30,
	2001			2002		2003		2002			2003			2003			2003		2003
	(dollars in thousands)
Net earnings (loss)	$	92		$	1,609	$	12,489	$	(769	)	$	(624	)	$	(3,874	)	$	4,752	$	8,725
Adjustments:
Depreciation		10,409			11,299		10,974		4,409			5,389			23,601			12,725		26,563
Amortization		—			—		—		—			—			9,233			4,617		9,233
Interest expense, net		3,034			3,510		4,162		1,492			1,926			28,564			14,119		28,401
Income taxes		(3,667	)		689		6,620		(421	)		(460	)		(2,236	)		2,580		4,343
EBITDA	$	9,868		$	17,107	$	34,245	$	4,711		$	6,231		$	55,288		$	38,793	$	77,265

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RISK FACTORS

An investment in the notes entails a high degree of risk. You should carefully consider the following risk factors and other information presented in this prospectus before deciding to purchase the notes.

Risks Related to the Notes and Our Other Indebtedness

Our substantial debt could adversely affect our financial health, make us more vulnerable to adverse economic conditions and prevent us from fulfilling our obligations under the notes or our new credit facility.

We have a significant amount of debt outstanding and significant debt service requirements. As of September 30, 2003, on a pro forma basis, we would have had outstanding $311.4 million of consolidated debt, of which $50 million would have been secured debt. As of the closing of the transactions, we had approximately $60 million of available borrowings under our new credit facility, after giving effect to our approximate $10 million letter of credit. We may, subject to covenants in our existing and future debt agreements, incur additional debt in the future.

Our high level of debt could have important consequences to holders of notes, such as:

• limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements, potential growth or other purposes;

• limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to make payments on our debt;

• limiting our ability to obtain bonding which is required by some of our customers;

• placing us at a competitive disadvantage compared to competitors with less debt;

• increasing our vulnerability to adverse economic and industry conditions; and

• increasing our vulnerability to increases in interest rates because borrowings under our new credit facility are subject to variable interest rates.

Our ability to pay interest on the notes and to satisfy our other debt obligations will depend upon, among other things, our future operating performance and our ability to refinance debt when necessary. Each of these factors is to a large extent dependent on economic, financial, competitive and other factors beyond our control. If, in the future, we cannot generate sufficient cash from operations to make scheduled payments on the notes or to meet our other obligations, we will need to refinance some or all of our debt, obtain additional financing or sell assets. We cannot assure you that our business will generate cash flow, or that we will be able to obtain funding, sufficient to satisfy our debt service requirements.

Restrictive covenants in our debt agreements may restrict the manner in which we can operate our business.

Our new credit facility and the indenture governing the notes limit, among other things, our ability and the ability of our restricted subsidiaries to:

• incur indebtedness;

• pay dividends, redeem capital stock or make other restricted payments;

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• incur liens to secure indebtedness;

• make certain investments;

• sell certain assets;

• enter into transactions with our affiliates; or

• merge with another person or sell substantially all of our assets.

If we fail to comply with these covenants, we would be in default under our new credit facility and the indenture, and the principal and accrued interest on the notes and our other outstanding indebtedness may become due and payable. See “Description of Bank Credit Agreement” and “Description of Notes—Certain Covenants.” In addition, our new credit facility contains, and our future indebtedness agreements may contain, additional affirmative and negative covenants that are generally more restrictive than those contained in the indenture.

As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be considered beneficial to us. Our new credit facility also requires us, and our future credit facilities may require us, to maintain specified financial ratios and satisfy specified financial tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those tests. The breach of any of these covenants could result in a default under our new credit facility. Upon the occurrence of an event of default under our current or future credit facilities, the lenders could elect to declare all amounts outstanding under such credit facilities, including accrued interest or other obligations, to be immediately due and payable. If amounts outstanding under such credit facilities were to be accelerated, our assets may not be sufficient to repay in full that indebtedness and our other indebtedness, including the notes.

The notes and the guarantees are unsecured and effectively subordinated to our and our subsidiary guarantors’ secured indebtedness.

The notes and the related subsidiary guarantees are not secured by any of our assets. As of September 30, 2003, on a pro forma basis, we and our subsidiary guarantors would have had $50.0 million of secured debt outstanding. In addition, the indenture governing the notes permits the incurrence of additional debt, some of which may be secured debt. The notes are effectively subordinated to all secured debt to the extent of the value of the assets securing such debt.

If we become insolvent or are liquidated, or if payment under any secured debt is accelerated, the lenders thereunder would be entitled to exercise the remedies available to a secured lender. Accordingly, the lender will have priority over any claim for payment under the notes or the guarantees to the extent of the assets that constitute its collateral. If this were to occur, it is possible that there would be no assets remaining from which claims of the holders of the notes could be satisfied. Further, if any assets did remain after payments to these lenders, the remaining assets might be insufficient to satisfy the claims of the holders of the notes and holders of other unsecured debt that is deemed the same class as the notes, and potentially all other general creditors who would participate ratably with holders of the notes.

We may be prevented from financing, or may not have the ability to raise funds necessary to finance, the change of control offer required by the indenture.

Upon the occurrence of a change of control, each holder of notes outstanding under the indenture may require us to purchase all or a portion of the notes at a purchase price equal to

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101% of the principal amount thereof, plus accrued and unpaid interest. Our ability to purchase the notes upon a change of control event is prohibited by the terms of our new credit facility. Future agreements may contain a similar provision. Upon a change of control event, we may be required to repay immediately the outstanding principal, any accrued interest on and any other amounts owed by us under our new credit facility. We cannot assure you that we would be able to repay amounts outstanding under our new credit facility. Upon a change of control, we may not have sufficient funds available to purchase all of the notes tendered to us. Any requirement to offer to purchase any outstanding notes may result in us having to refinance our outstanding debt or obtain necessary consents under our other debt agreements to repurchase the notes, which we may not be able to do. In such case, our failure to purchase notes following a change of control would constitute an event of default under the indenture, which would, in turn, constitute a default under our new credit facility.

We rely on our subsidiaries for our operating funds, and our subsidiaries have no obligation to supply us with any funds.

We conduct our operations through subsidiaries and are dependent upon our subsidiaries for the funds we need to operate. We are dependent on the transfer of funds from our subsidiaries to make the payments due under the notes. Although our restricted subsidiaries guarantee the notes, each of our subsidiaries is a distinct legal entity and has no obligation, other than the guarantees, to transfer funds to us. Our ability to pay the notes, and the ability of our subsidiaries to transfer funds to us, could be restricted by the terms of subsequent financings. The payment of dividends to us by our subsidiaries is subject to various business considerations as well as contractual provisions which may restrict the payment of dividends and distributions and the transfer of assets to us.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

The notes are a new issue of securities for which there is no established trading market. We do not intend to have the notes listed on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System, although the original notes are eligible for trading in the PORTAL Market^SM. At the time of the private placement of the original notes, the initial purchasers advised us that they intend to make a market in the original notes, and, if issued, the exchange notes, as permitted by applicable law; however, the initial purchasers are not obligated to make a market in the original notes or the exchange notes, and they may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you that an active market for the original notes or the exchange notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the original notes or the exchange notes will be free from similar disruptions or that any such disruptions will not adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the original notes or the exchange notes may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar notes, our performance and other factors.

Currency exchange rate fluctuations could adversely affect our ability to repay the notes.

Substantially all of our revenues and costs are incurred in Canadian dollars. However, the obligations represented by the notes are denominated in U.S. dollars. If the Canadian dollar loses value against the U.S. dollar while other factors remain constant, our ability to pay interest and principal on the notes will be diminished.

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You may be unable to enforce your rights under U.S. bankruptcy law, and Canadian bankruptcy and insolvency laws may impair the trustee’s ability to enforce remedies under the notes.

We are incorporated under the laws of Canada and our principal operating assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically take jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United States may not recognize the U.S. bankruptcy court’s jurisdiction. Accordingly, difficulties may arise in administering a U.S. bankruptcy case involving a Canadian debtor with property located outside the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable against such property.

The rights of the indenture trustee and holders of the notes to enforce remedies under the indenture could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to us. The Canadian Bankruptcy and Insolvency Act provides an “insolvent person” with automatic protection, and the Canadian Companies’ Creditors Arrangement Act allows an “insolvent person” to apply to court for an order granting it protection that could prevent its creditors and others from initiating or continuing proceedings against it while it prepares a proposal or plan of arrangement for approval by those creditors who will be affected by the proposal or plan of arrangement. Such a restructuring plan or proposal, if accepted by the requisite majorities of each affected class of the insolvent person’s creditors and approved by the supervising court, would be binding on the minorities in any such class who vote against the plan or proposal. This restructuring legislation generally permits the insolvent debtor to retain possession and administration of its property, even though it may be in default under the applicable debt instrument during the period that the protection against proceedings remains in force.

During the stay period, the indenture trustee and holders of the notes are likely to be restrained from enforcing remedies under the indenture and payments under the notes are unlikely to be made. It is equally unlikely that holders of the notes would be compensated for any delay in payment, if any, of principal or interest other than a right to claim accrued and unpaid interest on the amounts owing under the notes and the indenture, unless the right is itself compromised under any restructuring plan or proposal approved by creditors and the court.

The market value of your original notes may be lower if you do not exchange your original notes or fail to properly tender your original notes for exchange.

To the extent that original notes are tendered and accepted for exchange pursuant to the exchange offer, the trading market for original notes that remain outstanding may be significantly more limited, which might adversely affect the liquidity of the original notes not tendered for exchange. The extent of the market and the availability of price quotations for original notes will depend upon a number of factors, including the number of holders of original notes remaining at such time and the interest in maintaining a market in such original notes on the part of securities firms. An issue of securities with a smaller outstanding market value available for trading, called the “float,” may command a lower price than would a comparable issue of securities with a greater float. Therefore, the market price for original notes that are not exchanged in the exchange offer may be affected adversely to the extent that the amount of original notes exchanged pursuant to the exchange offer reduces the float. The reduced float also may tend to make the trading price of the original notes that are not exchanged more volatile.

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Issuance of the exchange notes in exchange for the original notes pursuant to the exchange offer will be made following the prior satisfaction, or waiver, of the conditions set forth in “The Exchange Offer—Conditions to the Exchange Offer” and only after timely receipt by the exchange agent of such original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of original notes desiring to tender such original notes in exchange for exchange notes should allow sufficient time to ensure timely delivery of all required documentation. Neither we, the exchange agent nor any other person is under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. Original notes that may be tendered in the exchange offer but which are not validly tendered will, following the consummation of the exchange offer, remain outstanding and will continue to be subject to the same transfer restrictions currently applicable to such original notes.

Risks Related to Our Business

We rely on a small number of customers from whom we receive a significant amount of our revenues.

We provide our services primarily to a small number of major integrated and independent oil and gas and other natural resources companies operating in western Canada. Revenue from our four largest customers represented approximately 94% of our total revenue for the twelve months ended September 30, 2003 and those customers are expected to continue to provide a significant percentage of our revenues in the future. Each year any one of our customers may constitute a significant portion of our revenue. For example, for the twelve months ended September 30, 2003, revenue generated from work for Syncrude constituted approximately 65% of our total revenue primarily due to several large projects with Syncrude and our status as one of their preferred contractors. We may not be able to replace the work generated by these projects with work from other customers. Our services to our customers are typically provided under contracts with terms ranging from six months to five years, some of which have terms allowing for automatic or optional renewals of the contract. However, a significant number of our contracts terminate upon completion of the project without having a definite termination date, and the contracts typically allow the customer to reduce or eliminate the work which we are to perform. In addition, the customers may choose not to extend the existing contracts or enter into new contracts. The loss of or significant reduction in business with one or more of these customers could have a material adverse effect on our business.

A significant amount of our revenues are generated by providing non-recurring services.

Approximately 60% of our revenue for the fiscal year ended March 31, 2003 was derived from projects which we consider to be non-recurring. This revenue primarily relates to site preparation and piling services provided for the construction of extraction, upgrading and other oil sands mining infrastructure projects. Future revenues from these types of services will depend upon customers expanding existing mines and developing new projects.

We are dependent upon continued outsourcing by our customers of site preparation and mining services.

Outsourced site preparation and mining services constitute a large portion of the work we perform for our customers. For example, our mining project revenues constituted approximately 29%, 52% and 33% of our revenues in the fiscal years ended March 31, 2003, 2002 and 2001, respectively. The election by one or more of our customers to perform some or all of these services themselves, rather than outsourcing the work to us, could have a material adverse impact on our business.

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Our operations are subject to weather-related factors that may cause delays in our completion of projects.

Because our operations are located in western Canada, we are often subject to extreme weather conditions. While our operations are not significantly affected by normal seasonal weather patterns, extreme weather, including heavy rain and snow, can cause us to delay the completion of a project, which could result in lower margins than estimated.

Changes in oil and gas prices could cause our customers to slow down or curtail their current production and future expansions which would in turn reduce our revenue from those customers.

The profitability and growth of our customers may be impacted by the prices of oil and gas. Prices for oil are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil, market uncertainty and a variety of additional factors beyond our control. Such factors include weather conditions, the condition of the Canadian and U.S. economies, the actions of the Organization of Petroleum Exporting Countries, governmental regulation, political stability in the Middle East, war or the threat of war in oil producing regions, the foreign supply of oil and the availability of fuel from alternate sources. In addition, our customers make their major expansion investment decisions based on their long-term outlook for the prices of oil and gas and their profitability based on those prices. If they believe the prices of those commodities will remain at depressed levels or that their profitability will be adversely affected by fluctuations in currency exchange rates, they may delay or curtail their current expansion plans. Such a delay or curtailment could have a material adverse impact on our financial condition and results of operations.

Insufficient pipeline and refining capacity for heavy crude products could cause our customers to slow down or curtail their current production and future expansions which would, in turn, reduce our revenue from those customers.

While current pipeline capacity is sufficient to transport existing oil sands production to market, future production growth will require increased pipeline capacity. If such increases do not materialize, our customers may be unable to efficiently deliver increased production to market. Additionally, we expect that increases in oil sands production will require added heavy crude oil refinery capacity. Similarly, if such increased capacity or alternative markets do not materialize, future growth in demand for our customers’ products could be reduced.

Penalty clauses in our customer contracts could expose us to losses if total project costs exceed original estimates or if projects are not completed by specified completion date milestones.

A portion of our revenue is derived from contracts which have performance incentives and penalties depending on the total cost of a project as compared to the original estimate. We could incur significant penalties based on cost overruns. In addition, the total project cost as defined in the contract may include not only our work, but also work performed by other contractors. As a result, we could incur penalties due to work performed by others over which we have no control. We may also incur penalties if projects are not completed by specified completion date milestones. Such penalties, if incurred, could have a significant impact on our profitability under these contracts.

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Because most of our customers are located or operate in western Canada, a downturn in the energy industry in western Canada could result in a decrease in the demand for our services by our customers.

Most of our customers are located or operate in western Canada. In the fiscal year ended March 31, 2003, we generated approximately 80% of our operating revenues from the Alberta oil sands. A downturn in the energy industry in western Canada could cause our customers to slow down or curtail their current production and future expansions which would, in turn, reduce our revenue from those customers. Such a delay or curtailment could have a material adverse impact on our financial condition and results of operations.

Shortages of skilled labor, work stoppages or other labor disruptions at our operations or those of our principal customers or service providers could have an adverse effect on our profitability and financial condition.

Our ability to provide high-quality services on a timely basis requires an adequate number of skilled workers such as engineers, trades people and equipment operators. We cannot assure you that we will be able to maintain an adequate skilled labor force or that our labor expenses will not increase. A shortage of skilled labor would require us to curtail our planned internal growth or may require us to use less skilled labor which could adversely affect our ability to perform work.

Substantially all of our hourly employees are subject to collective bargaining agreements to which we are a party or are otherwise subject because of a bargaining relationship with the particular trade union that is a party to the collective bargaining agreement. Any work stoppage resulting from a strike or lockout could have a material adverse effect on our financial condition and results of operations.

In the province of Alberta, collective bargaining in the construction industry is subject to registration. A registered employer’s organization which has been registered by the Labour Relations Board bargains with the trade unions named in the certificate on behalf of all employers who work in that part of the construction industry described in the certificate with whom the unions have a bargaining relationship. Any collective agreement entered into by the employer’s organization is binding on all such employers. The primary term of some of these collective agreements has expired, however the agreements continue in force from year to year until they are terminated by a strike or lockout. Negotiations are underway between representatives of the employers organization and the union in respect of some of these agreements. We cannot assure you that new agreements will be reached without a work stoppage or that, if reached, the terms will not significantly increase our costs. We do not have control over the terms of such agreements but will be bound by these because of registration.

In addition, our customers employ workers under the same and other collective bargaining agreements. Any work stoppage or labor disruption at our key customers could significantly reduce the amount of services that we provide.

Demand for our services may be adversely impacted by regulations affecting the energy industry.

Our principal customers are energy companies involved in the development of the Alberta oil sands and natural gas production. The operations of these companies, including the mining operations in the oil sands, are subject to or impacted by a wide array of regulations in the jurisdictions where they operate, including those directly impacting mining activities and those

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indirectly affecting their businesses, such as applicable environmental laws. As a result of changes in regulations and laws relating to the energy production industry including the operation of mines, our customers’ operations could be disrupted or curtailed by governmental authorities. The high cost of compliance with applicable regulations may induce customers to discontinue or limit their operations, and may discourage companies from continuing development activities. As a result, demand for our services could be substantially affected by regulations adversely impacting the energy industry.

Our operations expose us to potential environmental liabilities.

Our operations are subject to numerous environmental protection laws and regulations that are complex and stringent. Contracts with our customers require us to operate in compliance with these laws and regulations. We regularly perform work in and around sensitive environmental areas such as rivers, lakes and forests. Significant fines and penalties may be imposed on us or our customers for non-compliance with environmental laws and regulations, and our contracts generally require us to indemnify our customers for environmental claims suffered by them as a result of our actions. In addition, some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part of such person. In addition to potential liabilities that may be incurred in satisfying these requirements, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. These laws and regulations may expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts which were in compliance with all applicable laws at the time these acts were performed.

We own, or lease, and operate several properties that have been used for a number of years for the storage and maintenance of equipment and other industrial uses upon which fuel may have been spilled, or hydrocarbons or other wastes which may have been disposed of or released. Any release of substances by us or by third parties who previously operated on these properties may be subject to laws which impose joint and several liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of hazardous substances into the environment. Under such laws, we could be required to remove or remediate previously disposed wastes and clean up contaminated property.

We operate in a highly competitive industry where our growth could be impeded.

Approximately 80% of the major projects that we pursue are awarded to us based on bid proposals. We may compete in the future for these projects against companies that may have substantially greater financial and other resources than we do. Some smaller competitors may have lower overhead cost structures and may be able to provide their services at lower rates than we can. Further, public sector work is often performed by governmental agencies. Our growth may be impacted to the extent that we are unable to successfully bid against these companies.

Fixed price contracts with our customers could expose us to losses if our estimates of project costs are too low or if we fail to perform within our cost estimates.

A portion of our revenue is derived from fixed price (lump sum) contracts. The terms of these contracts require us to guarantee the price of the services we provide and assume the risk that our costs to perform the services and provide the materials will be greater than anticipated. Our profitability in this market is therefore dependent upon our ability to accurately predict the

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costs associated with our services. These costs may be affected by a variety of factors, some of which may be beyond our control. If we are unable to accurately estimate the costs of fixed price contracts, or if we incur unrecoverable cost overruns, some projects could have lower margins than anticipated or even incur losses, which could have a material adverse effect on our business. Approximately 5% of our revenue for the twelve months ended September 30, 2003 was derived from fixed price contracts.

Our projects expose us to potential professional liability, product liability, warranty or other claims.

We install deep foundations in congested areas and provide construction management services for significant projects. Notwithstanding the fact that we will generally not accept liability for consequential damages in our contracts, any catastrophic occurrence in excess of insurance limits at projects where our structures are installed or services are performed could result in significant professional liability, product liability, warranty or other claims against us. Such liabilities could potentially exceed our current insurance coverage and the fees we derive from those services. A partially or completely uninsured claim, if successful and of a significant magnitude, could result in substantial losses.

If our access to the surety market were to be restricted in the future, our business could be impaired.

Like all businesses providing similar services, we are at times required to post bid or performance bonds issued by a financial institution known as a surety. The surety industry experiences periods of unsettled and volatile markets, usually in the aftermath of substantial loss exposures or corporate bankruptcies with significant surety exposure. Historically, these types of events have caused reinsurers and sureties to reevaluate their committed levels of underwriting and required returns. As needed in the ordinary course of business, we have been able to secure necessary bonds and we will seek opportunities to expand our surety relationships. However, if for any reason our bonding capacity becomes insufficient to satisfy our future bonding requirements, our business could be impaired.

Cost overruns by our customers on their projects may cause our customers to terminate future projects or expansions which could adversely affect the amount of work we receive from those customers.

Oil sands development projects require substantial capital expenditures. In the past, several of our customers’ projects have experienced significant cost overruns, impacting their returns. As new projects are contemplated or built, if cost overruns continue to challenge our customers, they could reassess future projects and expansions which could adversely affect the amount of work we receive from our customers, causing an adverse effect on our financial condition.

We may not be able to achieve the expected benefits from any future acquisitions, which would adversely affect our financial condition and results of operations.

We intend to pursue selective acquisitions as a method of expanding our business. If we do not successfully integrate acquisitions, we may not realize anticipated operating advantages and cost savings. The integration of companies that have previously operated separately involves a number of risks, including:

• demands on management related to the increase in our size after an acquisition;

• the diversion of our management’s attention from the management of daily operations;

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• difficulties in implementing or unanticipated costs of accounting, estimating, reporting and other systems;

• difficulties in the assimilation and retention of employees; and

• potential adverse effects on operating results.

We may not be able to maintain the levels of operating efficiency that acquired companies will have achieved or might achieve separately. Successful integration of each of their operations will depend upon our ability to manage those operations and to eliminate redundant and excess costs. Because of difficulties in combining operations, we may not be able to achieve the cost savings and other size-related benefits that we hoped to achieve after these acquisitions which would harm our financial condition and results of operations.

Loss of key personnel could adversely affect our business.

Many of our senior officers and key employees are important to our management and direction. Our future success depends on our ability to retain these officers and key employees. Although we believe that we will continue to be able to attract and retain other talented personnel and replace key personnel should the need arise, competition in recruiting replacement personnel could be significant. If we are not successful in retaining our key personnel or replacing them, our business, financial condition or results of operations could be adversely affected. We do not maintain key personnel insurance.

Aboriginal peoples may make claims against our customers or their projects regarding the lands on which their projects are located.

Aboriginal peoples have claimed aboriginal title and rights to a substantial portion of western Canada. Although we are not aware of any such claims against our customers, such claims, if successful, could have an adverse effect on our customers which may, in turn, negatively impact our business.

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THE EXCHANGE OFFER

Registration Rights

At the closing of the offering of the original notes, we entered into the registration rights agreement with the initial purchasers pursuant to which we agreed, for the benefit of the holders of the original notes, at our cost,

• within 90 days after the date of the original issuance of the original notes, to file an exchange offer registration statement with the SEC with respect to the exchange offer for the exchange notes, and

• to use our reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 190 days after the date of original issuance of the original notes.

Upon the exchange offer registration statement being declared effective, we agreed to offer the exchange notes in exchange for surrender of the original notes. We agreed to keep the exchange offer open for not less than 30 days, or longer if required by applicable law.

For each original note surrendered to us pursuant to the exchange offer, the holder of such original note will receive an exchange note having a principal amount equal to that of the surrendered original note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the original note surrendered in exchange therefor or, if no interest has been paid on such original note, from the date of its original issue. The registration rights agreement also provides an agreement to include in the prospectus for the exchange offer certain information necessary to allow a broker-dealer who holds original notes that were acquired for its own account as a result of market-making activities or other ordinary course trading activities (other than original notes acquired directly from us or one of our affiliates) to exchange such original notes pursuant to the exchange offer and to satisfy the prospectus delivery requirements in connection with resales of exchange notes received by such broker-dealer in the exchange offer. We agreed to maintain the effectiveness of the registration statement for these purposes for 180 days.

The preceding agreement is needed because any broker-dealer who acquires original notes for its own account as a result of market-making activities or other trading activities is required to deliver a prospectus meeting the requirements of the Securities Act. This prospectus covers the offer and sale of the exchange notes pursuant to the exchange offer made pursuant to this prospectus and the resale of exchange notes received in the exchange offer by any broker-dealer who held original notes acquired for its own account as a result of market-making activities or other trading activities other than original notes acquired directly from us or one of our affiliates.

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the exchange notes will in general be freely tradeable after the exchange offer without further registration under the Securities Act. However, any purchaser of original notes who is an “affiliate” of ours or who intends to participate in the exchange offer for the purpose of distributing the related exchange notes

• will not be able to rely on the interpretation of the staff of the SEC,

• will not be able to tender its original notes in the exchange offer, and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the original notes unless such sale or transfer is made pursuant to an exemption from such requirements.

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Each holder of the original notes, other than certain specified holders, who wishes to exchange original notes for exchange notes in the exchange offer will be required to make certain representations, including that

• it is not an affiliate of ours,

• any exchange notes to be received by it were acquired in the ordinary course of its business, and

• at the time of commencement of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

In the event that any changes in law or the applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer, or if under various circumstances, some holders of original notes so request, or in the case of any holder that participates in the exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under U.S. state and federal securities laws, other than due solely to the status of such holder as an affiliate of us, we will, at our cost,

• as promptly as practicable, file a shelf registration statement (which may be an amendment of the registration statement of which this prospectus is a part) covering resales of the original notes,

• use our reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act, and

• use all reasonable efforts to keep effective the shelf registration statement until the earlier of two years after the date of original issuance of the original notes, the date the notes become eligible for resale without volume restrictions under Rule 144 under the Securities Act, or until all notes covered by the shelf registration statement have been sold.

We will, in the event of the filing of a shelf registration statement, provide to each holder copies of the prospectus which is a part of the shelf registration statement and take certain other actions as are required to permit unrestricted resales of the original notes. A holder of original notes that sells such original notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to various civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement which are applicable to such holder, including various indemnification obligations. In addition, each holder of the original notes will be required to deliver information to be used in connection with the shelf registration statement within the time period set forth in the registration rights agreement in order to have their original notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages set forth in the following paragraph.

If we fail to meet the targets listed above, then we will pay liquidated damages on the original notes as follows:

• if the exchange offer registration statement is not filed with the SEC on or prior to 90 days after the issue date, or notwithstanding that we have consummated or will consummate an exchange offer, we are required to file a shelf registration statement and such shelf registration statement is not filed on or prior to the date required by the registration rights agreement, then commencing on the day after either such required

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filing date, liquidated damages shall accrue on the principal amount of the notes at 0.25% per annum for the first 90 days immediately following each such filing date, such liquidated damages increasing by an additional 0.25% per annum at the end of each subsequent 90-day period; or

• if the exchange offer registration statement is not declared effective by the SEC on or prior to 190 days after the issue date, or notwithstanding that we have consummated or will consummate an exchange offer, we are required to file a shelf registration statement and such shelf registration statement is not declared effective by the SEC on or prior to the 90th day following the date such shelf registration statement was filed, then, commencing on the day after either such requirement effective date, liquidated damages shall accrue on the principal amount of the notes at 0.25% per annum for the first 90 days immediately following such date, such liquidated damages increasing by an additional 0.25% per annum at the end of each subsequent 90-day period; or

• if we have not exchanged exchange notes for all notes validly tendered in accordance with the terms of the exchange offer on or prior to the 225th day after the issue date or, if applicable, the shelf registration statement has been declared effective and such shelf registration statement ceases to be effective at any time prior to the second anniversary of the issue date, other than after such time as all notes have been disposed of thereunder, then liquidated damages shall accrue on the principal amount of the notes at 0.25% per annum for the first 90 days commencing on either the 226th day after such issue date, in the case of our failure to exchange exchange notes for all notes validly tendered in accordance with the terms of the exchange offer, or the day the shelf registration statement had been declared effective and such shelf registration statement ceases to be effective at any time prior to the second anniversary of the issue date, such liquidated damages increasing by an additional 0.25% per annum at the end of each subsequent 90-day period;

provided, however, that the liquidated damages on the notes may not accrue under more than one of the foregoing circumstances at any one time and at no time shall the aggregate amount of liquidated damages accruing exceed in the aggregate 2.0% per annum; provided, further, however, that:

• upon the filing of the exchange offer registration statement or a shelf registration statement, in the first circumstance above;

• upon the effectiveness of the exchange offer registration statement or a shelf registration statement, in the second circumstance above; or

• upon the exchange of exchange notes for all notes tendered, or upon the effectiveness of the shelf registration statement which had ceased to remain effective, respectively, in the third circumstance above;

liquidated damages on notes as a result of such circumstance, as the case may be, shall cease to accrue. Any amounts of liquidated damages due pursuant to such circumstance will be payable in cash on the same original interest payment dates as the notes.

This summary of the material provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

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Except as set forth above, after consummation of the exchange offer, holders of original notes which are the subject of the exchange offer have no registration or exchange rights under the registration rights agreement. See “—Consequences of Failure to Exchange,” and “—Resale of the Exchange Notes; Plan of Distribution.”

Consequences of Failure to Exchange

The original notes which are not exchanged for exchange notes pursuant to the exchange offer and are not included in a resale prospectus which, if required, will be filed as part of an amendment to the registration statement of which this prospectus is a part, will remain restricted securities and subject to restrictions on transfer. The circumstances under which we would file a resale prospectus are more fully described under “—Resale of the Exchange Notes; Plan of Distribution.” The original notes may only be resold

(1) to us, upon redemption thereof or otherwise,

(2) so long as the original notes are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A,

(3) in an offshore transaction in accordance with Regulation S under the Securities Act,

(4) pursuant to an exemption from registration in accordance with Rule 144, if available, under the Securities Act,

(5) in reliance on another exemption from the registration requirements of the Securities Act, or

(6) pursuant to an effective registration statement under the Securities Act.

In all of the situations discussed above, the resale must be in accordance with any applicable securities laws of any state of the United States and subject to certain requirements of the registrar or co-registrar being met, including receipt by the registrar or co-registrar of a certification and, in the case of (3), (4) and (5) above, an opinion of counsel reasonably acceptable to us and the registrar.

To the extent original notes are tendered and accepted in the exchange offer, the principal amount of outstanding original notes will decrease with a resulting decrease in the liquidity in the market for the original notes. Accordingly, the liquidity of the market of the original notes could be adversely affected. See “Risk Factors.”

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, a copy of which is attached to this prospectus as Annex A, we will accept any and all original notes validly tendered and not withdrawn prior to the Expiration Date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of original notes accepted in the exchange offer. Holders may tender some or all of their original notes pursuant to the exchange offer. However, original notes may be tendered only in integral multiples of $1,000 principal amount.

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The form and terms of the exchange notes are the same as the form and terms of the original notes, except that

• the exchange notes will have been registered under the Securities Act and will not bear legends restricting their transfer pursuant to the Securities Act, and

• except as otherwise described above, holders of the exchange notes will not be entitled to the rights of holders of original notes under the registration rights agreement.

The exchange notes will evidence the same debt as the original notes which they replace, and will be issued under, and be entitled to the benefits of, the indenture which governs all of the notes.

Solely for reasons of administration and for no other purpose, we have fixed the close of business on             , 2004 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. Only a registered holder of original notes or such holder’s legal representative or attorney-in-fact as reflected on the records of the trustee under the indenture may participate in the exchange offer. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer.

Holders of the original notes do not have any appraisal or dissenters’ rights under applicable Canadian law or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

We shall be deemed to have accepted validly tendered original notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders of the original notes for the purposes of receiving the exchange notes. The exchange notes delivered pursuant to the exchange offer will be delivered promptly after expiration of the exchange offer.

If any tendered original notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, certificates for any such unaccepted original notes will be returned, without expense, to the tendering holder of the original notes as promptly as practicable after the Expiration Date.

Holders who tender original notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the original notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The term “Expiration Date” with respect to the exchange offer shall mean 5:00 p.m., New York City time, on                     , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term “Expiration Date” shall mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date of the exchange offer.

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We reserve the right, in our sole discretion,

• to delay accepting any original notes,

• to extend the exchange offer,

• if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied, to terminate the exchange offer, or

• to amend the terms of the exchange offer in any manner.

We may effect any such delay, extension or termination by giving oral or written notice thereof to the exchange agent.

Except as specified in the second paragraph under this heading, any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders of the original notes. The exchange offer will then be extended for a period of five to 10 business days, as required by law, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to 10 business day period.

Without limiting the manner in which we may choose to make a public announcement of any delay, extension, termination or amendment of the exchange offer, we shall not have an obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release of the announcement to the Dow Jones News Service.

Procedures for Tendering Original Notes

Tenders of Original Notes. The tender by a holder of original notes pursuant to any of the procedures set forth below will constitute the tendering holder’s acceptance of the terms and conditions of the exchange offer.

Our acceptance for exchange of original notes tendered pursuant to any of the procedures described below will constitute a binding agreement between such tendering holder and us in accordance with the terms and subject to the conditions of the exchange offer. Only holders are authorized to tender their original notes. The procedures by which original notes may be tendered by beneficial owners that are not holders will depend upon the manner in which the original notes are held.

DTC has authorized DTC participants that are beneficial owners of original notes through DTC to tender their original notes as if they were holders. To effect a tender, DTC participants should either (1) complete and sign the letter of transmittal or a facsimile thereof, have the signature thereon guaranteed if required by Instruction 1 of the letter of transmittal, and mail or deliver the letter of transmittal or such facsimile pursuant to the procedures for book-entry transfer set forth below under “—Book-Entry Delivery Procedures,” or (2) transmit their acceptance to DTC through the DTC Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible, and follow the procedures for book-entry transfer, set forth below under “—Book-Entry Delivery Procedures. “

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Tender of Original Notes Held in Physical Form. To tender effectively original notes held in physical form pursuant to the exchange offer,

• a properly completed letter of transmittal applicable to such notes (or a facsimile thereof) duly executed by the holder thereof, and any other documents required by the letter of transmittal, must be received by the exchange agent at one of its addresses set forth below, and tendered original notes must be received by the exchange agent at such address (or delivery effected through the deposit of original notes into the exchange agent’s account with DTC and making book-entry delivery as set forth below) on or prior to the Expiration Date of the exchange offer, or

• the tendering holder must comply with the guaranteed delivery procedures set forth below.

Letters of transmittal or original notes should be sent only to the exchange agent and should not be sent to us.

Tender of Original Notes Held Through a Custodian. To tender effectively original notes that are held of record by a custodian bank, depository, broker, trust company or other nominee, the beneficial owner thereof must instruct such holder to tender the original notes on the beneficial owner’s behalf. A letter of instructions from the record owner to the beneficial owner may be included in the materials provided along with this prospectus which may be used by the beneficial owner in this process to instruct the registered holder of such owner’s original notes to effect the tender.

Tender of Original Notes Held Through DTC. To tender effectively original notes that are held through DTC, DTC participants should either

• properly complete and duly execute the letter of transmittal (or a facsimile thereof), and any other documents required by the letter of transmittal, and mail or deliver the letter of transmittal or such facsimile pursuant to the procedures for book-entry transfer set forth below, or

• transmit their acceptance through ATOP, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the exchange agent for its acceptance.

Delivery of tendering original notes held through DTC must be made to the exchange agent pursuant to the book-entry delivery procedures set forth below or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below.

The method of delivery of original notes and letters of transmittal, any required signature guarantees and all other required documents, including delivery through DTC and any acceptance or Agent’s Message transmitted through ATOP, is at the election and risk of the person tendering original notes and delivering letters of transmittal. Except as otherwise provided in the letter of transmittal, delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the exchange agent prior to such date.

Except as provided below, unless the original notes being tendered are deposited with the exchange agent on or prior to the Expiration Date (accompanied by a properly completed and duly executed letter of transmittal or a properly transmitted Agent’s Message), we may, at our option, reject such tender. Exchange of exchange notes for original notes will be made only against deposit of the tendered original notes and delivery of all other required documents.

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Book-Entry Delivery Procedures. The exchange agent will establish accounts with respect to the original notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of the original notes by causing DTC to transfer such original notes into the exchange agent’s account in accordance with DTC’s procedures for such transfer. However, although delivery of original notes may be effected through book-entry at DTC, the letter of transmittal (or facsimile thereof), with any required signature guarantees or an Agent’s Message in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent at one or more of its addresses set forth in this prospectus on or prior to the Expiration Date, or compliance must be made with the guaranteed delivery procedures described below. Delivery of documents to DTC does not constitute delivery to the exchange agent. The confirmation of a book-entry transfer into the exchange agent’s account at DTC as described above is referred to in this prospectus as a “Book-Entry Confirmation.”

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the original notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and we may enforce such agreement against such participant.

Signature Guarantees. Signatures on all letters of transmittal must be guaranteed by a recognized member of the Medallion Signature Guarantee Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 promulgated under the Exchange Act (each of the foregoing, an “Eligible Institution”), unless the original notes tendered thereby are tendered

• by a registered holder of original notes (or by a participant in DTC whose name appears on a DTC security position listing as the owner of such original notes) who has not completed either the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an Eligible Institution.

See Instruction 1 of the letter of transmittal. If the original notes are registered in the name of a person other than the signer of the letter of transmittal or if original notes not accepted for exchange or not tendered are to be returned to a person other than the registered holder, then the signatures on the letter of transmittal accompanying the tendered original notes must be guaranteed by an Eligible Institution as described above. See Instructions 1 and 5 of the letter of transmittal.

Guaranteed Delivery. If a holder desires to tender original notes pursuant to the exchange offer and time will not permit the letter of transmittal, certificates representing such original notes and all other required documents to reach the exchange agent, or the procedures for book-entry transfer cannot be completed, on or prior to the Expiration Date of the exchange offer, such original notes may nevertheless be tendered if all three of the following conditions are satisfied:

• the tender is made by or through an Eligible Institution;

• a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by us, or an Agent’s Message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the Expiration Date, as provided below; and

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• the certificates for the tendered original notes, in proper form for transfer (or a Book-Entry Confirmation of the transfer of such original notes into the exchange agent’s account at DTC as described above), together with the letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal or a properly transmitted Agent’s Message, are received by the exchange agent within two business days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be sent by hand delivery, telegram, facsimile transmission or mail to the exchange agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, delivery of exchange notes by the exchange agent for original notes tendered and accepted for exchange pursuant to the exchange offer will, in all cases, be made only after timely receipt by the exchange agent of such original notes (or Book-Entry Confirmation of the transfer of such original notes into the exchange agent’s account at DTC as described above), and the letter of transmittal (or facsimile thereof) with respect to such original notes, properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted Agent’s Message.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered original notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all original notes not properly tendered or any original notes our acceptance of which, in the opinion of our counsel, would be unlawful.

We also reserve the right to waive any defects, irregularities or conditions of tender as to particular original notes. The interpretation of the terms and conditions of our exchange offer (including the instructions in the letter of transmittal) by us will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine.

Although we intend to notify holders of defects or irregularities with respect to tenders of original notes through the exchange agent, neither we, the exchange agent nor any other person is under any duty to give such notice, nor shall they incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

Any original notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived, or if original notes are submitted in a principal amount greater than the principal amount of original notes being tendered by such tendering holder, such unaccepted or non-exchanged original notes will either be

• returned by the exchange agent to the tendering holders, or

• in the case of original notes tendered by book-entry transfer into the exchange agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures described below, credited to an account maintained with such Book-Entry Transfer Facility.

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By tendering, each registered holder will represent to us that, among other things,

(1) the exchange notes to be acquired by the holder and any beneficial owner(s) of the original notes in connection with the exchange offer are being acquired by the holder and any beneficial owner(s) in the ordinary course of business of the holder and any beneficial owner(s),

(2) the holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in a distribution of the exchange notes,

(3) the holder and each beneficial owner acknowledge and agree that (x) any person participating in the exchange offer for the purpose of distributing the exchange notes must comply with the registration and prospectus delivery requirements pf the Securities Act in connection with a secondary resale transaction with respect to the exchange notes acquired by such person and cannot rely on the position of the Staff of the SEC set forth in no-action letters that are discussed under “—Resale of the Exchange Notes; Plan of Distribution,” and (y) any broker-dealer that receives exchange notes for its own account in exchange for original notes pursuant to the exchange offer must deliver a prospectus in connection with any resale of such exchange notes, but by so acknowledging, the holder shall not be deemed to admit that, by delivering a prospectus, it is an “underwriter” within the meaning of the Securities Act,

(4) neither the holder nor any beneficial owner is an “affiliate,” as defined under Rule 405 of the Securities Act, of ours except as otherwise disclosed to us in writing, and

(5) the holder and each beneficial owner understands that a secondary resale transaction described in clause (3) above should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the SEC.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “—Resale of the Exchange Notes; Plan of Distribution.”

Withdrawal of Tenders

Except as otherwise provided in this prospectus and the letter of transmittal, tenders of original notes pursuant to the exchange offer may be withdrawn, unless accepted for exchange as provided in the exchange offer, at any time prior to the Expiration Date of the exchange offer.

To be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to the Expiration Date of the exchange offer. Any such notice of withdrawal must

• specify the name of the person having deposited the original notes to be withdrawn,

• identify the original notes to be withdrawn, including the certificate number or numbers of the particular certificates evidencing the original notes (unless such original notes were tendered by book-entry transfer), and aggregate principal amount of such original notes, and

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• be signed by the holder in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the original notes into the name of the person withdrawing such original notes.

If original notes have been delivered pursuant to the procedures for book-entry transfer set forth in “—Procedures for Tendering Original Notes—Book-Entry Delivery Procedures,” any notice of withdrawal must specify the name and number of the account at the appropriate book-entry transfer facility to be credited with such withdrawn original notes and must otherwise comply with such book-entry transfer facility’s procedures.

If the original notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal meeting the requirements discussed above is effective immediately upon written or facsimile notice of withdrawal even if physical release is not yet effected. A withdrawal of original notes can only be accomplished in accordance with these procedures.

All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us in our sole discretion, which determination shall be final and binding on all parties. No withdrawal of original notes will be deemed to have been properly made until all defects or irregularities have been cured or expressly waived. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or revocation, nor shall we or they incur any liability for failure to give any such notification. Any original notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the original notes so withdrawn are retendered. Properly withdrawn original notes may be retendered by following one of the procedures described above under “—Procedures for Tendering Original Notes” at any time prior to the Expiration Date of the exchange offer.

Any original notes which have been tendered but which are not accepted for exchange due to the rejection of the tender due to uncured defects or the prior termination of the exchange offer, or which have been validly withdrawn, will be returned to the holder thereof unless otherwise provided in the letter of transmittal, as soon as practicable following the Expiration Date of the exchange offer or, if so requested in the notice of withdrawal, promptly after receipt by us of notice of withdrawal without cost to such holder.

Conditions to the Exchange Offer

The exchange offer shall not be subject to any conditions, other than that

• the SEC has issued an order or orders declaring the indenture governing the notes qualified under the Trust Indenture Act of 1939,

• the exchange offer, or the making of any exchange by a holder, does not violate applicable law or any applicable interpretation of the staff of the SEC,

• no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer, which, in our judgment, might impair our ability to proceed with the exchange offer,

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• there shall not have been adopted or enacted any law, statute, rule or regulation which, in our judgment, would materially impair our ability to proceed with the exchange offer, and

• there shall not have occurred any material change in the financial markets in the United States or any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which on the financial markets of the United States, in our judgment, would materially impair our ability to proceed with the exchange offer.

Any determination regarding the satisfaction or waiver of conditions will be made on or before the Expiration Date. If we determine that any of the conditions to the exchange offer are not satisfied, we may

• refuse to accept any original notes and return all tendered original notes to the tendering holders,

• extend the exchange offer and retain all original notes tendered prior to the Expiration Date applicable to the exchange offer, subject, however, to the rights of holders to withdraw such original notes (see “—Withdrawal of Tenders”), or

• waive such unsatisfied conditions with respect to the exchange offer and accept all validly tendered original notes which have not been withdrawn.

If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the registered holders, and will extend the exchange offer for a period of five to 10 business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to 10 business day period.

Exchange Agent

Wells Fargo Bank, N.A., the trustee under the indenture governing the notes, has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notices of Guaranteed Delivery and other documents should be directed to the exchange agent addressed as follows:

By Overnight Delivery or Regular Mail:

Wells Fargo Bank, N.A.

Corporate Trust Operations

Sixth and Marquette

MAC N9303-121

Minneapolis, MN 55479

By Facsimile:

(612) 667-4927

Confirm by

Telephone:

(800) 344-5128

By Registered or Certified Mail:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9303-121

P.O. Box 1517

Minneapolis, MN 55480-1517

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Fees and Expenses

We will bear the expenses of soliciting tenders of original notes. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our officers and regular employees.

No dealer-manager has been retained in connection with the exchange offer and no payments will be made to brokers, dealers or others soliciting acceptance of the exchange offer. However, reasonable and customary fees will be paid to the exchange agent for its services and it will be reimbursed for its reasonable out-of-pocket expenses in connection therewith.

We estimate that our out-of-pocket expenses for the exchange offer will be approximately $                . Such expenses include fees and expenses of the exchange agent and the trustee under the indenture, accounting and legal fees and printing costs, among others.

We will pay all transfer taxes, if any, applicable to the exchange of the original notes pursuant to the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of the original notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

The exchange notes will be recorded at the carrying value of the original notes and no gain or loss for accounting purposes will be recognized. The expenses of the exchange offer will be amortized over the term of the exchange notes.

Resale of the Exchange Notes; Plan of Distribution

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 2004 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions

• in the over-the-counter market,

• in negotiated transactions,

• through the writing of options on the exchange notes or a combination of such methods of resale,

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• at market prices prevailing at the time of resale,

• at prices related to such prevailing market prices, or

• at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes.

Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission on concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver a prospectus and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes offered by this prospectus. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange original notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus under “The Exchange Offer—Terms of the Exchange Offer.” The original notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our indebtedness.

Proceeds from the sale of the original notes were added to other funds used to consummate the acquisition. See “The Transactions.”

34

THE TRANSACTIONS

We issued the original notes in connection with the acquisition by NACG Preferred Corp., our corporate parent, and NACG Acquisition Inc., our wholly-owned subsidiary, of all the outstanding share capital of North American Construction Group Inc., substantially all of the assets of North American Equipment Ltd. and the assumption of specified liabilities of North American Equipment Ltd. On October 31, 2003, NACG Preferred Corp. and NACG Acquisition Inc., as the buyers, entered into a purchase and sale agreement with Norama Ltd. and, its wholly-owned subsidiary, North American Equipment Ltd., as the sellers, and Martin Gouin and Roger Gouin, the ultimate owners of Norama Ltd., as the principals. Pursuant to the purchase and sale agreement, Norama Ltd. sold to NACG Preferred Corp. 30 shares of North American Construction Group Inc. in exchange for $35.0 million of its Series A Preferred Shares. NACG Preferred Corp. contributed the 30 shares of North American Construction Group Inc. to us and we contributed these shares to NACG Acquisition Inc. Norama Ltd. sold the remaining 170 shares of North American Construction Group Inc. to NACG Acquisition Inc. in exchange for approximately $195 million in cash, subject to a working capital adjustment. Additionally, pursuant to the terms and conditions of the purchase and sale agreement, North American Equipment Ltd. sold to NACG Acquisition Inc. substantially all of the assets of North American Equipment Ltd. in exchange for $175.0 million in cash and the assumption of specified liabilities. Of the cash consideration, $92.5 million came from the cash contribution to NACG Acquisition Inc. by us that originated from NACG Holdings Inc.’s sale of its equity. The total consideration payable by NACG Preferred Corp. and NACG Acquisition Inc. to the sellers was approximately $405 million, subject to post-closing adjustments. The cash proceeds include payments to the sellers to be held in escrow to buy out approximately $39 million of existing equipment leases and to repay Norama Ltd.’s existing bank debt which totaled approximately $19 million as of September 30, 2003.

Pursuant to the terms of the purchase and sale agreement, NACG Preferred Corp., NACG Acquisition Inc. and their affiliates, including us, are indemnified by the sellers and the principals for various matters, including misrepresentations or breaches of warranty, breaches of a covenant, the liabilities of North American Equipment Ltd., other than those assumed by NACG Acquisition Inc. pursuant to the terms of the purchase and sale agreement, and various liabilities of North American Construction Group Inc. and its subsidiaries retained by the sellers, subject to various limitations.

The issuance of the original notes was part of the financings to consummate the acquisition. The balance of the funds was provided by the cash contributions described above and borrowings under our new credit facility. See “Description of Bank Credit Agreement.”

35

CAPITALIZATION

The following table sets forth our cash and capitalization on an actual basis and on a pro forma basis as of September 30, 2003. The information set forth below should be read in conjunction with the Unaudited Pro Forma Financial Information and the consolidated financial statements of Norama Ltd. and the related notes to those financial statements included elsewhere in this prospectus.

	September 30, 2003
	Actual		Pro Forma
	(dollars in millions)
Cash	$	7.7	$	10.4
Long-term debt (including current portion)
Existing bank debt	$	18.8	$	—
New credit facility (a)		—		50.0
Obligations under capital leases		6.3		—
Advances from shareholder		35.2		—
8 3/4% Senior Notes due 2011 (b)		—		261.4
Total long-term debt		60.3		311.4
Shareholder’s equity		29.2		127.5
Total capitalization	$	89.5	$	438.9

(a) Upon consummation of the transactions, we entered into a new $120.0 million credit facility consisting of a $50.0 million term loan and a revolving credit facility of up to $70.0 million, subject to borrowing base limitations. Pro forma amount for the new credit facility consists of a $50.0 million term loan. As of the closing date, after giving effect to the letter of credit issued in the amount of approximately $10 million to support bonding requirements associated with our customer contracts, we had approximately $60 million available to us under our revolving credit facility. See “Description of Bank Credit Agreement.”

(b) Equivalent to US$200.0 million based on the noon Federal Reserve Bank of New York buying rate of Cdn$1.3069 = US$1.00 as of October 30, 2003.

36

SELECTED HISTORICAL FINANCIAL INFORMATION

The selected historical consolidated financial information presented below as of and for each of the fiscal years ended March 31, 1999, 2000, 2001, 2002 and 2003 is derived from the audited consolidated financial statements of Norama Ltd. The selected historical consolidated financial information presented below as of and for each of the six months ended September 30, 2002 and 2003 is derived from the historical unaudited financial statements of Norama Ltd. In the opinion of our management, the unaudited historical consolidated financial statements include all adjustments necessary for a fair presentation of our financial position and results of operations for such periods. The unaudited operating results for the six months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 2004. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Norama Ltd. and the related notes to those financial statements included elsewhere in this prospectus. All of the financial information presented below has been prepared in accordance with Canadian GAAP. We are not aware of any material differences in the measurement of operations or the recognition of assets and liabilities under U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP as they pertain to us, see note 18 to the Norama Ltd. consolidated financial statements included elsewhere in this prospectus.

	Year Ended March 31,															Six Months Ended September 30,
	1999			2000			2001			2002			2003			2002			2003
	(dollars in thousands)
Statement of Operations Data:
Revenue	$	136,182		$	181,157		$	247,267		$	249,351		$	344,186		$	138,059		$	196,259
Job costs		68,844			96,039			128,085			123,893			220,855			91,245			116,941
Parts, shop labor and overhead		24,495			23,895			33,810			49,989			44,050			18,583			28,428
Equipment leases and rentals		13,403			16,833			30,339			31,091			26,904			13,301			15,641
Depreciation		6,248			7,736			10,409			11,299			10,974			4,409			5,389
Gross margin		23,192			36,654			44,624			33,079			41,403			10,521			29,860
General and administrative		5,896			7,222			9,594			13,089			12,397			5,099			5,867
Management fees (a)		13,100			13,420			36,550			14,400			8,000			6,600			23,200
Interest expense, net		1,388			1,276			3,034			3,510			4,162			1,492			1,926
Gain on sale of capital asset		(798	)		(406	)		(979	)		(218	)		(2,265	)		(1,480	)		(49	)
Income (loss) before income taxes		3,606			15,142			(3,575	)		2,298			19,109			(1,190	)		(1,084	)
Income taxes		1,645			6,897			(3,667	)		689			6,620			(421	)		(460	)
Net earnings (loss)	$	1,961		$	8,245		$	92		$	1,609		$	12,489		$	(769	)	$	(624	)
Other Financial Data:
EBITDA (b)	$	11,242		$	24,154		$	9,868		$	17,107		$	34,245		$	4,711		$	6,231
Capital expenditures		10,355			15,624			18,547			8,668			22,932			12,566			4,946
Ratio of earnings to fixed charges (c)		3.6	x		12.9	x		—			1.7	x		5.6	x		—			—
Balance Sheet Data (end of period):
Cash	$	2,866		$	1,924		$	11,247		$	436		$	651		$	6		$	7,678
Total assets		64,663			97,237			129,527			120,431			158,584			118,787			136,939
Total debt		28,958			31,675			54,678			50,137			63,401			62,340			60,254
Total shareholder’s equity		8,433			16,678			16,770			17,379			29,818			16,855			29,194
Operating Data:
Equipment hours		364,528			472,973			644,087			583,071			673,811			273,944			377,335

37

(a) The management fees represent a distribution of the taxable income of Norama Ltd., our predecessor company, to its corporate shareholder.

(b) EBITDA is defined as earnings before interest expense, income taxes and depreciation and amortization. EBITDA is not a measure of performance under Canadian GAAP or U.S. GAAP. We believe that EBITDA is a meaningful measure of the performance of our business. However, EBITDA does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with Canadian GAAP or U.S. GAAP, and EBITDA is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. In addition, our definition of EBITDA may differ from that of other companies. EBITDA has been reduced by management fees and equipment leases and rentals as reflected in the statement of operations above. In connection with the acquisition, these management fees will be terminated upon the closing and a substantial portion of our equipment leases and rentals expense will be terminated as a result of the purchase of the related equipment also at the closing date.

A reconciliation of EBITDA to net earnings (loss) as set forth in our consolidated statements of operations is as follows:

	Year Ended March 31,											Six Months Ended September 30,
	1999		2000		2001			2002		2003		2002			2003
	(dollars in thousands)
Net earnings (loss)	$	1,961	$	8,245	$	92		$	1,609	$	12,489	$	(769	)	$	(624	)
Adjustments:
Depreciation		6,248		7,736		10,409			11,299		10,974		4,409			5,389
Interest expense, net		1,388		1,276		3,034			3,510		4,162		1,492			1,926
Income taxes		1,645		6,897		(3,667	)		689		6,620		(421	)		(460	)
EBITDA	$	11,242	$	24,154	$	9,868		$	17,107	$	34,245	$	4,711		$	6,231

(c) For the purposes of calculating the ratio of earnings to fixed charges, (1) earnings consists of earnings (loss) before fixed charges and income taxes and (2) fixed charges consist of interest expense on all indebtedness, including capital lease obligations. During the periods presented, no interest costs have been capitalized. The dollar amount of the deficiency as calculated in accordance with U.S. GAAP was $3,575 for the fiscal year ended March 31, 2001, $1,190 for the six months ended September 30, 2002 and $1,084 for the six months ended September 30, 2003. The pro forma deficiency for the fiscal year ended March 31, 2003 was $6,110 as calculated in accordance with U.S. GAAP. The pro forma ratio of earnings to fixed charges was 1.5x for the six months ended September 30, 2003 and 1.5x for the twelve months ended September 30, 2003.

38

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial statements have been derived from the historical financial statements of Norama Ltd. adjusted to give pro forma effect to the transactions, including the impact of adjustments to account for the buy-out of substantially all the equipment on operating leases at the closing date as if the equipment had been purchased at the inception of the related lease agreements. See “The Transactions.” The unaudited pro forma financial information set forth below should be read in conjunction with the historical consolidated financial statements of Norama Ltd. and the notes to those financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The following unaudited pro forma consolidated balance sheet gives effect to the transactions as if they had occurred on September 30, 2003, and the following unaudited pro forma consolidated statements of operations for the fiscal year ended March 31, 2003, the six months ended September 30, 2003 and the twelve months ended September 30, 2003 give effect to the transactions as if they had occurred on April 1, 2002. All of the financial information presented below has been prepared in accordance with Canadian GAAP. We are not aware of any material differences in the measurement of operations or the recognition of assets and liabilities under U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP as they pertain to us, see note 18 to the Norama Ltd. consolidated financial statements included elsewhere in this prospectus.

The pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The pro forma adjustments and certain assumptions are described in the accompanying notes. Although our management has used its best judgment in estimating the fair value of the net assets, various pending studies, analyses and operational decisions may result in significant changes in the current estimates and corresponding changes of the goodwill balance. The pro forma financial information is presented for informational purposes only, and does not purport to represent what our results of operations or financial condition would actually have been had the transactions in fact occurred on the dates set forth above or to project our results of operations or financial condition for any future period or as of any date, respectively. All pro forma adjustments are based on preliminary estimates and assumptions and are subject to revision for working capital and other post-closing adjustments upon completion of the acquisition and the related transactions.

39

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

September 30, 2003

(dollars in thousands)

	Historical		Adjustments			Pro Forma
ASSETS
Cash	$	7,678	$	(7,678	)(a)	$	10,380
				(412,000	)(a)
				422,380	(b)
Accounts receivable and unbilled revenue		53,180		—			53,180
Prepaid expenses		844		—			844
Capital assets		75,237		47,435	(c)		175,000
				52,328	(a)
Goodwill		—		208,066	(a)		208,066
Intangible assets		—		17,184	(a)		17,184
Deferred financing costs		—		16,500	(b)		16,500
	$	136,939				$	481,154
LIABILITIES AND SHAREHOLDER’S EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	25,181	$	(190	)(a)	$	24,991
Existing bank loans		18,792		(18,792	)(a)		—
New term loan		—		50,000	(b)		50,000
8 3/4% Senior Notes due 2011		—		261,380	(b)		261,380
Obligations under capital leases		6,263		32,333	(c)		—
				(38,596	)(a)
Future income taxes		22,310		13,758	(d)		17,283
				(18,785	)(a)
Advances from shareholder		35,199		(35,199	)(a)		—
Income taxes payable		—		1,344	(d)		—
				(1,344	)(a)
		107,745					353,654
Shareholder’s equity:
Share capital		1		(1	)(a)		127,500
				127,500	(b)
Retained earnings		29,193		(29,193	)(a)		—
		29,194					127,500
	$	136,939				$	481,154

40

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

(a) Represents the adjustment to the carrying value of our net assets as a result of the application of purchase accounting adjustments for the acquisition:

Purchase price	$	405,000
Direct transaction costs		7,000
Total	$	412,000

The resultant pro forma purchase price entries are as follows:

Elimination of cash	$	(7,678	)
Capital assets		52,328
Common stock		1
Retained earnings		29,193
Elimination of historical debt:
Bank loans		18,792
Obligations under capital leases		38,596
Shareholder loan		35,199
Goodwill		208,066
Intangible assets		17,184
Accounts payable and accrued liabilities		190
Income taxes payable		1,344
Future income taxes		18,785
	$	412,000

(b) In order to finance the acquisition and related fees and expenses, we will use the proceeds of the issuance of the notes, the equity investment, including the issuance of the preferred shares, and borrowings under the new credit facility. The fair value of the consideration to be issued is as follows:

Proceeds of 8 3/4% Senior Notes due 2011	$	261,380
Proceeds of equity investment		127,500
Proceeds from initial borrowing under the new:
Term loan		50,000
Revolving credit facility		—
Less: Deferred financing costs		(16,500	)
	$	422,380

The purchase price and its allocation to the net assets of Norama Ltd. acquired will only be finalized at the time of consummation of the acquisition based, in part, on the finalization of direct acquisition costs and the fair value of Norama Ltd.’s assets at that date. The amounts set out below are preliminary only and are subject to change.

Assets acquired (liabilities assumed):
Current assets	$	54,024
Capital assets		175,000
Goodwill		208,066
Intangible assets, consisting of customer contracts in progress, trade names and customer relationships		17,184
Accounts payable		(24,991	)
Future income taxes		(17,283	)
	$	412,000

41

(c) Capital assets:

• Heavy equipment, licensed motor vehicles and rented equipment utilized by the Company and recorded in the historical consolidated financial statements under operating leases or rental expense have been reflected in these pro forma financial statements as purchases of capital assets at the inception of the lease or rental agreement. This pro forma adjustment does not include operating leases that were converted to capital leases or bought out prior to the date of the acquisition.

• The related lease obligation at the inception of the operating lease has been reflected as additional term debt under the same repayment terms and interest rates

(d) Corporate income taxes have been recalculated for the adjustments described in (c) to reflect the difference between claiming capital cost allowance (CCA) on purchased capital assets and interest expense to finance the purchase of these assets as compared to deducting operating lease and rental expense. Future income taxes has been restated to reflect the temporary differences from these adjustments.

42

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended March 31, 2003

(dollars in thousands)

	Historical			Adjustments		Pro Forma
Revenue	$	344,186		—		$	344,186
Job costs		220,855		(149	)(a)		220,706
Parts, shop labor and overhead		44,050		—			44,050
Equipment leases and rentals		26,904		(13,794	)(a)		13,110
Depreciation		10,974		6,850	(a)		23,601
				5,777	(b)
Gross margin		41,403					42,719
General and administrative		12,397		—			12,397
Management fees		8,000		(8,000	)(e)		—
Advisory fee		—		900	(f)		900
Interest expense, net		4,162		902	(a)		28,564
				(3,311	)(d)
				26,811	(c)
Amortization		—		9,233	(g)		9,233
Gain on sale of capital assets		(2,265	)	—			(2,265	)
Income (loss) before income taxes		19,109					(6,110	)
Income taxes		6,620		(8,856	)(h)		(2,236	)
Net earnings (loss)	$	12,489				$	(3,874	)

43

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended September 30, 2003

(dollars in thousands)

	Historical			Adjustments		Pro Forma
Revenue	$	196,259		—		$	196,259
Job costs		116,941		(15	)(a)		116,926
Parts, shop labor and overhead		28,428		—			28,428
Equipment leases and rentals		15,641		(9,797	)(a)		5,844
Depreciation		5,389		4,142	(a)		12,725
				3,194	(b)
Gross margin		29,860					32,336
General and administrative		5,867		—			5,867
Management fees		23,200		(23,200	)(e)		—
Advisory fee		—		450	(f)		450
Interest expense, net		1,926		1,020	(a)		14,119
				(2,332	)(d)
				13,505	(c)
Amortization		—		4,617	(g)		4,617
Gain on sale of capital assets		(49	)	—			(49	)
Income (loss) before income taxes		(1,084	)				7,332
Income taxes		(460	)	3,040	(h)		2,580
Net earnings (loss)	$	(624	)			$	4,752

44

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Twelve Months Ended September 30, 2003

(dollars in thousands)

	Historical			Adjustments		Pro Forma
Revenue	$	402,386		—		$	402,386
Job costs		246,551		(90	)(a)		246,461
Parts, shop labor and overhead		53,895		—			53,895
Equipment leases and rentals		29,244		(17,710	)(a)		11,534
Depreciation		11,954		8,787	(a)		26,563
				5,822	(b)
Gross margin		60,742					63,933
General and administrative		13,165		—			13,165
Management fees		24,600		(24,600	)(e)		—
Advisory fee		—		900	(f)		900
Interest expense, net		4,596		948	(a)		28,401
				(3,552	)(d)
				26,409	(c)
Amortization		—		9,233	(g)		9,233
Gain on sale of capital assets		(834	)	—			(834	)
Income (loss) before income taxes		19,215					13,068
Income taxes		6,581		(2,238	)(h)		4,343
Net earnings	$	12,634				$	8,725

45

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

(a) Pursuant to the purchase and sale agreement, NACG Acquisition Inc. has acquired substantially all of Norama Ltd.’s capital assets including certain equipment and vehicles that are currently being leased or rented. Norama Ltd. financed most of its heavy equipment and licensed motor vehicles over the previous seven-year period by way of operating leases which included purchase options. The following describes the manner in which the pro forma adjustments to equipment leases, equipment rentals, interest expense and depreciation expense were calculated to reflect the impact had substantially all of the leased heavy equipment and vehicles been purchased outright at the inception of each applicable lease agreement.

1) Heavy equipment:

• Heavy equipment utilized by Norama Ltd. and recorded in its historical consolidated financial statements under operating leases has been reflected in these pro forma financial statements as purchases of capital assets at the inception of the lease.

• The related lease obligation at the inception of the operating lease has been reflected as additional term debt on a basis consistent with the related lease agreement.

• Operating lease expense has been eliminated from the consolidated statement of operations and replaced with interest expense and depreciation expense.

• Depreciation is based upon operating hours.

2) Licensed motor vehicles:

• Licensed motor vehicles utilized by Norama Ltd. and recorded in its historical consolidated financial statements under operating leases have been reflected in these pro forma financial statements as purchases of capital assets at the inception of the lease.

• The related lease obligation at the inception of the operating lease has been reflected as additional term debt on a basis consistent with the related lease agreement.

• Operating lease expense has been eliminated from the consolidated statement of operations and replaced with interest expense and depreciation expense.

• Depreciation is based upon a 30% declining-balance basis.

3) Rented equipment:

• Heavy equipment utilized by Norama Ltd. and recorded in its historical consolidated financial statements as rental expense has been reflected in these pro forma financial statements as purchases of capital assets at the inception of the rental agreements.

• The related rental obligation at the inception of the rental agreements has been reflected as additional term debt on a basis consistent with the related rental agreement.

46

• Rental expense, including rental expense recorded as job costs, has been replaced with interest expense and depreciation expense.

• Depreciation is based upon a 20% declining-balance basis.

(b) Represents the change in depreciation expense resulting from the preliminary purchase price allocation in accordance with the purchase method of accounting. Of the $175.0 million allocated to capital assets, $155.8 million was allocated to heavy equipment (depreciated on a straight line basis in accordance with operating hours incurred as compared to total useful life hours), $10.5 million allocated to other equipment (depreciated on a 20% declining-balance method), $6.3 million allocated to licensed motor vehicles (depreciated on a 30% declining-balance method) and $2.4 million allocated to office and computer equipment (depreciated on a 25% straight-line basis).

(c) Represents the incurrence of interest expense related to the borrowings under the new credit facility and the issuance of the notes.

	Fiscal Year Ended March 31, 2003			Six Months Ended September 30, 2003			Twelve Months Ended September 30, 2003
Interest expense on historical bank loans	$	(1,753	)	$	(614	)	$	(1,992	)
Interest expense on the new credit facility		3,405			1,540			3,242
Interest expense on the notes		22,871			11,435			22,871
Amortization of debt issuance costs		2,288			1,144			2,288
Total	$	26,811		$	13,505		$	26,409

The amortization of financing costs will be recognized over the remaining term of the related debt by an adjustment to interest expense.

The pro forma debt obligations denominated in U.S. dollars have not been adjusted for foreign currency exchange gains or losses. The pro forma effect of recognizing foreign currency exchange gains or losses would have been to increase net income by $16.5 million for the fiscal year ended March 31, 2003, $16.0 million for the six months ended September 30, 2003 and $30.2 million for the twelve months ended September 30, 2003.

(d) Represents the elimination of interest expense related to the elimination of a loan to the corporate shareholder of Norama Ltd. and capital lease obligations.

(e) Reflects the elimination of management fees historically paid to the corporate shareholder of our predecessor company, Norama Ltd.

(f) Reflects the addition of a new board of directors and the sponsors’ advisory fee.

(g) Intangible assets are being amortized over the useful lives of the related customer contracts, trade names and customer relationships.

(h) Reflects the elimination of future income tax recovery (expense) of Norama Ltd. that would not have been recognized as a result of the application of purchase accounting.

47

MANAGEMENT’S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this prospectus. The following discussion contains forward-looking statements, which reflect the expectations, beliefs, plans and objectives of management about future financial performance and assumptions underlying our judgments concerning the matters discussed below. These statements, accordingly, involve estimates, assumptions, judgments and uncertainties. In particular, this pertains to management’s comments on financial resources, capital spending and the outlook for our business. Our actual results could differ from those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

We provide site preparation, mining, piling and pipeline installation services in western Canada. We provide our services primarily to the major integrated and independent oil and gas, petrochemical and other natural resources companies operating in this geographic region. Our services consist of:

• site preparation, which includes clearing, stripping, excavating and grading for mining operations and other general construction projects, as well as underground utility installation for plant, refinery and commercial building construction;

• surface mining for oil sands and other natural resources, including overburden removal, the hauling of sand and gravel, mining of the ore body and delivery of the ore to the crushing facility, supply of labor and equipment to support the owner’s mining operations, construction of infrastructure associated with mining operations and reclamation activities;

• piling installation, including the installation of all types of driven and drilled piles, caissons and earth retention and stabilization systems for commercial buildings, private industrial projects, such as plants and refineries, and infrastructure projects, such as bridges; and

• pipeline installation, including the installation of transmission and distribution pipe made of steel, plastic and fiberglass materials in sizes up to and including 36 inches in diameter for oil and gas transmission.

With over 50 years of operations, we are one of the largest independent equipment owners in western Canada. In serving our customers, we operate over 400 pieces of heavy equipment and over 450 support vehicles. Our fleet size allows us to offer greater flexibility in scheduling contract services on a timely basis and to take on long-term, large-scale projects with the major operators in the oil sands development.

Financial statement presentation

Pursuant to a corporate reorganization, effective July 31, 2003, all the issued common shares of North American Equipment Ltd., or “NAEL,” and North American Construction Group Inc., or “NACGI,” were transferred from Norama Inc. to its new wholly-owned subsidiary, Norama Ltd. The financial statements of Norama Ltd. have been prepared using the continuity-of-interest method of accounting. Accordingly, the consolidated financial statements of Norama

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Ltd. reflect the combined carrying values of the assets, liabilities and shareholder’s equity, and the combined operating results of NAEL and NACGI for all periods presented. Material intercompany transactions and balances are eliminated on consolidation.

The Acquisition

NACG Preferred Corp. and NACG Acquisition Inc. entered into a purchase and sale agreement dated October 31, 2003 with Norama Ltd. and North American Equipment Ltd. as the sellers, and Martin Gouin and Roger Gouin, the ultimate owners of Norama Ltd., as the principals. Pursuant to the purchase and sale agreement, Norama Ltd., sold to NACG Preferred Corp. 30 shares of North American Construction Group Inc. in exchange for $35.0 million of its Series A Preferred Shares. NACG Preferred Corp. then contributed these shares to NACG Acquisition Inc. Norama Ltd. sold the remaining 170 shares of North American Construction Group Inc. to NACG Acquisition Inc. in exchange for approximately $195 million in cash, subject to a working capital adjustment. Additionally, pursuant to the terms of the purchase and sale agreement, North American Equipment Ltd. sold to NACG Acquisition Inc. substantially all of the assets of North American Equipment Ltd. in exchange for $175.0 million in cash and the assumption of specific liabilities.

The purchase closed contemporaneously with the issuance of the original notes and the closing of our new credit facility. For a description of these transactions, see “The Transactions.”

Definitions

Revenue:    our sales are generated by providing site preparation, mining, piling and pipeline services to our customers.

Job costs:    these expenses consist of wages and benefits, subcontractor costs, materials costs and other job related costs directly attributable to individual projects.

Parts, shop labor and overhead costs:    these expenses consist of costs incurred to maintain and repair our heavy and light equipment fleet.

Equipment leases and rentals:    these expenses consist of the costs incurred to lease heavy equipment and vehicles for terms of 12 to 48 months and to rent equipment on a short-term basis, typically on month-to-month terms.

General and administrative expenses:    these expenses primarily include wages, bonuses and other employee costs, advertising and promotion, rent and occupancy costs, telecommunication costs, professional fees and other overhead, including bidding, training and safety costs.

Management fees:    these expenses represent the distribution of our taxable income of Norama Ltd., our predecessor company, to its corporate shareholder.

Interest expense, net:    this expense includes interest on operating and term bank loans, capital lease obligations and shareholder loans, net of interest income.

Gain on sale of capital assets:    this represents the excess of the proceeds from the sale of capital assets over the net book value of those disposed assets.

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Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon the consolidated financial statements of Norama Ltd. The following critical and significant accounting policies are more fully described in note 2 to the financial statements of Norama Ltd. included elsewhere in this prospectus. Some accounting policies require management to make significant estimates and assumptions about future events that affect the amounts reported in its financial statements and the accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of management’s judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements.

Revenue recognition

We perform the majority of our projects either on a time and materials, cost plus a fixed fee, unit price, or fixed price (lump sum) basis. For time and materials, revenue is recognized as the labor and equipment hours are incurred, and as materials, subcontractors and other costs are incurred, both at pre-established rates or mark-up percentages. For cost plus fixed fee contracts, revenue relating to the reimbursement of costs is recognized as the costs are incurred, and the revenue related to the fixed fee is recognized pro-rata based on actual incurred costs to date, as compared to total expected costs. Revenue related to unit price contracts is recognized as applicable quantities, i.e., cubic meters, lineal meters, completed piles, are completed. Revenue on fixed price (lump sum) contracts is recognized on the percentage-of-completion method, measured by the ratio of costs incurred to date to estimated total costs.

Contract costs include all direct material, subcontractor, labor and equipment costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability that may result in revisions to costs and income are recognized in the period in which such adjustments are determined. Profit incentives are included in revenue when their realization is reasonably assured. Claims are included in revenue when awarded or received.

Capital assets

Capital assets are recorded at cost including all associated costs of putting the asset into production. All significant component costs which are purchased and which relate to both capital assets and leased assets are capitalized. Most of our heavy equipment is depreciated based on actual operated hours worked. Significant estimates under this method include the expected useful life, in hours, and the expected residual value at the end of that life, on a unit-by-unit basis. Other equipment and vehicles are depreciated using a declining-balance method. Office and computer equipment are depreciated on a straight-line basis.

Repair and maintenance costs

The parts, shop labor and overhead costs on our income statement represent the total cost of restoring our fleet to its original condition. It is our policy to expense these costs as they are incurred.

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Results of Operations

The following table sets forth information about our results of operations as a percentage of revenue:

	Year ended March 31,															Six months ended September 30,
	2001					2002					2003					2002					2003
	(dollars in thousands)
Results of Operations as a Percentage of Revenue:
Revenue:
Mining and site preparation	$	153,152		61.9	%	$	186,141		74.6	%	$	245,235		71.3	%	$	102,780		74.4	%	$	147,659		75.2	%
Piling		36,709		14.9			35,132		14.1			61,006		17.7			31,318		22.7			30,929		15.8
Pipeline		57,406		23.2			28,078		11.3			37,945		11.0			3,961		2.9			17,671		9.0
Total revenue	$	247,267		100.0	%	$	249,351		100.0	%	$	344,186		100.0	%	$	138,059		100.0	%	$	196,259		100.0	%
Job costs		128,085		51.8			123,893		49.7			220,855		64.2			91,245		66.1			116,941		59.5
Parts, shop labor and overhead		33,810		13.7			49,989		20.0			44,050		12.8			18,583		13.5			28,428		14.5
Equipment leases and rentals		30,339		12.3			31,091		12.5			26,904		7.8			13,301		9.6			15,641		8.0
Depreciation		10,409		4.2			11,299		4.5			10,974		3.2			4,409		3.2			5,389		2.7
Gross margin		44,624		18.0			33,079		13.3			41,403		12.0			10,521		7.6			29,860		15.3
General and administration		9,594		3.9			13,089		5.3			12,397		3.6			5,099		3.7			5,867		3.0
Management fees		36,550		14.8			14,400		5.8			8,000		2.3			6,600		4.8			23,200		11.8
Interest expense, net		3,034		1.2			3,510		1.4			4,162		1.2			1,492		1.1			1,926		1.0
Gain on sale of capital assets		(979	)	(0.4	)		(218	)	(0.1	)		(2,265	)	(0.6	)		(1,480	)	(1.1	)		(49	)	0.0
Income (loss) before income taxes		(3,575	)	(1.5	)		2,298		0.9			19,109		5.5			(1,190	)	(0.9	)		(1,084	)	(0.5	)
Income taxes		(3,667	)	(1.5	)		689		0.3			6,620		1.9			(421	)	(0.3	)		(460	)	(0.2	)
Net earnings (loss)	$	92		0.0	%		1,609		0.6	%	$	12,489		3.6	%	$	(769	)	(0.6	)%	$	(624	)	(0.3	)%
Other Data:
Equipment hours:
Mining and site preparation		510,844					494,973					539,928					226,597					314,545
Piling		46,288					44,310					82,312					42,084					40,643
Pipeline		86,955					43,788					51,571					5,263					22,147
		644,087					583,071					673,811					273,944					377,335

Six Months Ended September 30, 2003 Compared to Six Months Ended September 30, 2002

Revenue

Revenue for the six months ended September 30, 2003 increased by $58.2 million to $196.3 million, as compared to $138.1 million for the six months ended September 30, 2002. Approximately $45 million of this increase was attributable to increased revenues in the mining and site preparation segment as a result of increased services provided to the following Syncrude projects: Upgrader Expansion, or “UE-1 project,” and FOM work. The initiation of services performed under the Albian mining services contract accounted for $4.0 million of the increase. Finally, revenue from the pipeline segment increased by $13.7 million to $17.7 million for the six months ended September 30, 2003, as a result of work performed on an EnCana pipeline project that was not performed during the prior period. This increase was partially offset by a $6.8 million decline in revenues associated with an aggregate decrease in services provided to the Highway 63 project and the Aurora Train 2 project during the same period.

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Job costs

Job costs for the six months ended September 30, 2003 increased by $25.7 million to $116.9 million, as compared to $91.2 million for the six months ended September 30, 2002. The increase was primarily attributable to the higher volume of services provided to the UE-1 project. However, the costs did not increase in proportion to revenue as a result of a decrease in labor, materials and subcontract costs as a percentage of revenue for the six months ended September 30, 2003, as compared to the prior period. The reduction of these costs as a percentage of revenue was due to the start of the Albian project during the six months ended September 30, 2003, which required an increased use of the heavy equipment fleet but a lower than average incurrence of labor and materials costs.

Parts, shop labor and overhead

Parts, shop labor and overhead costs for the six months ended September 30, 2003 increased by $9.8 million to $28.4 million, as compared to $18.6 million for the six months ended September 30, 2002. This increase was primarily attributable to the completion of a greater number of scheduled major equipment overhauls during this period. As it is our policy to expense, when incurred, all repairs and maintenance expenses on the equipment, these scheduled overhauls significantly affect costs in the periods that they occur. In addition, the increase related to a higher usage of certain pieces of heavy equipment that were subject to guaranteed maintenance cost per hour contracts with equipment suppliers.

Equipment leases and rentals

Equipment leases and rental expense increased by $2.3 million to $15.6 million for the six months ended September 30, 2003, as compared to $13.3 million for the six months ended September 30, 2002. Rental expense increased by $2.9 million for the six months ended September 30, 2003 as a result of the higher volume of rental equipment used on the UE-1 and EnCana pipeline projects. This increase was partially offset by a decrease in lease expense of $0.6 million for the same period.

Depreciation

Depreciation expense increased by $1.0 million to $5.4 million for the six months ended September 30, 2003, as compared to $4.4 million for the six months ended September 30, 2002. This increase was primarily attributable to an increase in equipment hours on the large shovels utilized at the Syncrude Aurora, Syncrude base plant and Albian mining sites. Because these shovels have a relatively high capital cost, the rate of depreciation on a cost per hour basis is also high and therefore the increase in hours significantly affects overall depreciation expense.

General and administrative expenses

General and administrative expenses increased by $0.8 million to $5.9 million for the six months ended September 30, 2003, as compared to $5.1 million for the six months ended September 30, 2002. This increase was primarily attributable to general salary increases and higher staff levels.

Management fees

Management fee expense increased by $16.6 million to $23.2 million for the six months ended September 30, 2003, as compared to $6.6 million for the six months ended September 30, 2002. Management fees represent a distribution of the taxable income of Norama Ltd., our predecessor company, to its corporate shareholder. The increase in this period was attributable to an increase in taxable income.

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Interest expense, net

Interest expense increased by $0.4 million to $1.9 million for the six months ended September 30, 2003, as compared to $1.5 million for the six months ended September 30, 2002. This increase was due mainly to a higher average prime interest rate of 4.88% for the six months ended September 30, 2003, as compared to 4.17% for the prior period, a higher balance of capital leases and an increased shareholder loan balance.

Gain on sale of capital assets

The gain on sale of capital assets decreased by $1.4 million to $0.1 million for the six months ended September 30, 2003, as compared to $1.5 million for the six months ended September 30, 2002. The decline in this period was attributable to a lower number of asset sales, none of which resulted in any significant gains or losses.

Income taxes

The income tax provision is comprised of current corporate tax expense and future income tax. The current corporate tax expense has been reduced entirely in the year due to management fees paid to the corporate shareholder of Norama Ltd. The recovery of future income taxes increased marginally to $0.5 million for the six months ended September 30, 2003 due to marginal changes in the temporary differences.

Fiscal Year Ended March 31, 2003 Compared to Fiscal Year Ended March 31, 2002

Revenue

Revenue increased by $94.8 million to $344.2 million in fiscal 2003, as compared to $249.4 million in fiscal 2002. The increase was driven by a larger volume of mining, site preparation and piling services related to the UE-1 project, commencement of work on the Athabasca oil sands project, increased pipeline installation services to EnCana and increased mining and site preparation services on the Albian FOM project. These increases were offset by reductions in revenue from two significant contracts which were completed in fiscal 2002.

Job costs

Job costs increased by $97.0 million to $220.9 million in fiscal 2003, as compared to $123.9 million in fiscal 2002. This increase was primarily due to labor, material and subcontract costs associated with increased activity at the UE-1 project which experienced a lower usage of heavy equipment in fiscal 2003. This combination of low equipment utilization and increased labor, material and subcontract costs resulted in an increase in job costs as a percentage of revenue for fiscal 2003 as compared to the prior year.

Parts, shop labor and overhead

Parts, shop labor and overhead costs decreased by $5.9 million to $44.1 million in fiscal 2003, as compared to $50.0 million in fiscal 2002. The decrease was primarily attributable to the completion of a greater number of scheduled major overhauls of the heavy equipment in fiscal 2002 as compared to fiscal 2003. As it is our policy to expense, when incurred, all repairs and maintenance expenses on our equipment, these scheduled overhauls significantly affect costs in the periods that they occur.

Equipment rentals and leases

Equipment lease and rental expense decreased by $4.2 million to $26.9 million in fiscal 2003, as compared to $31.1 million in fiscal 2002. This decrease was largely attributable to the

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conversion of the leases on six pieces of heavy equipment from operating leases to capital leases in fiscal 2003.

Depreciation

Depreciation expense decreased by $0.3 million to $11.0 million in fiscal 2003, as compared to $11.3 million in fiscal 2002. The decrease was primarily attributable to lower usage of large mining trucks on the Albian project as compared to the prior year. This was partially offset, however, by the increase in depreciable hours on one of the large shovels utilized on the Albian site.

General and administrative expense

General and administrative expense decreased slightly by $0.7 million to $12.4 million in fiscal 2003, as compared to $13.1 million in fiscal 2002. This decrease was primarily attributable to a reduction in professional fees, telecommunication expenses and other overhead expenses.

Management fees

Management fee expense decreased by $6.4 million to $8.0 million in fiscal 2003, as compared to $14.4 million in fiscal 2002. Management fees represent a distribution of the taxable income of Norama Ltd., our predecessor company, to its corporate shareholder. The decrease in this period was attributable to a decrease in taxable income.

Interest expense, net

Interest expense increased by $0.7 million to $4.2 million in fiscal 2003, as compared to $3.5 million in fiscal 2002. The term bank loans increased in fiscal 2003, resulting in higher interest expense. This increase was partially offset by a lower average prime interest rate of 4.40% for fiscal 2003, as compared to 5.23% for fiscal 2002.

Gain on sale of capital assets

The gain on sale of capital assets increased from $0.2 million in fiscal 2002 to $2.3 million in fiscal 2003. The fiscal 2003 period was higher than normal, primarily as a result of the trade-in of several mining trucks and two drill rigs, which yielded significant gains.

Income taxes

The income tax provision is comprised of current corporate tax expense and future income tax expense. The current corporate tax expense has been reduced entirely due to management fees paid to the corporate shareholder of Norama Ltd. The increase in the future income tax provision in fiscal 2003 by $5.9 million to $6.6 million, as compared to $0.7 million in fiscal 2002, is primarily due to temporary differences arising from unbilled revenue.

Fiscal Year Ended March 31, 2002 Compared to Fiscal Year Ended March 31, 2001

Revenue

Revenue increased marginally from $247.3 million in fiscal 2001 to $249.3 million in fiscal 2002. The increase was due to the start of the Syncrude UE-1 project, the Aurora Train 2 project, the Suncor Millennium project, as well as an increase in the Syncrude FOM work and a performance bonus earned on the Albian starter dyke project in fiscal 2002. These increases were offset by the substantial completion in fiscal 2001 of the site preparation and piling work performed on the Suncor Millennium project as well as the completion of the TransCanada pipeline project and decreased activity at the EnCana pipeline project in fiscal 2002 which

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generated $41.5 million of revenue in fiscal 2001. Further, in the mining and site preparation segment, the completion of the Suncor Millennium project was offset by the start of the Aurora project. Piling segment revenues decreased marginally overall due to the completion of the Suncor Millennium overburden project in fiscal 2001.

Job costs

Job costs decreased by $4.2 million to $123.9 million in fiscal 2002, as compared to $128.1 million in fiscal 2001. Excluding the $6 million performance bonus earned on the Albian starter dyke project, as described above, job costs as a percentage of revenue were essentially unchanged in fiscal 2002 from the prior period.

Parts, shop labor and overhead

Parts, shop, labor and overhead costs increased by $16.2 million to $50.0 million in fiscal 2002, as compared to $33.8 million in fiscal 2001. This increase was attributable to the scheduled overhaul on certain large pieces of equipment in fiscal 2002. As it is our policy to expense, when incurred, all repairs and maintenance expenses on equipment, these scheduled overhauls significantly affect costs in the periods that they occur.

Equipment leases and rentals

Equipment lease and rental expense increased marginally from $30.3 million in fiscal 2001 to $31.1 million in fiscal 2002. With a higher number of operating leases offsetting the decrease in short-term rentals, the overall change was minimal. The net change of $0.8 million included an increase of $8.2 million of operating leases attributed to increased lease activity related to the UE-1 project, which was largely offset by a decrease of $7.4 million in short-term rental expense on equipment used on the Suncor Millennium overburden project.

Depreciation

Depreciation expense increased by $0.9 million to $11.3 million in fiscal 2002, as compared to $10.4 million in fiscal 2001. This increase was primarily attributable to an increase in the number of depreciable hours on the large mining trucks which were utilized on the Albian starter dyke project. Because the trucks utilized on this project are among our largest mining trucks, the depreciation cost per hour of operation is also relatively high as compared to that of the rest of the fleet, and therefore the increase in hours contributed significantly to the increased depreciation expense.

General and administrative expenses

General and administrative expenses increased by $3.6 million to $13.1 million in fiscal 2002, as compared to $9.5 million in fiscal 2001. This increase was primarily due to salary increases and higher staffing levels due to the growth of the business.

Management fees

Management fee expenses decreased by $22.2 million to $14.4 million in fiscal 2002, as compared to $36.6 million in fiscal 2001. Management fees represent a distribution of the taxable income of Norama Ltd., our predecessor company, to its corporate shareholder. The decrease in this period was attributable to a decrease in taxable income.

Interest expense, net

Interest expense increased by $0.5 million to $3.5 million in fiscal 2002, as compared to $3.0 million in fiscal 2001. Higher debt levels in fiscal 2002 offset the lower interest rate of 5.23% for fiscal 2002, as compared to 7.38% for fiscal 2001.

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Gain on sale of capital assets

The gain on sale of capital assets decreased from $1.0 million in fiscal 2001 to $0.2 million in fiscal 2002. The lower gain in fiscal 2002 reflected a loss on some machines that were scrapped for parts and a loss incurred on the disposal of several compactors.

Income taxes

The income tax provision is comprised of current corporate tax expense and future income tax expense. The current corporate tax expense has been reduced entirely in the year due to management fees paid to the corporate shareholder of Norama Ltd. The increase in the future tax provision to $0.7 million in fiscal 2002 from the recovery of $3.7 million is primarily due to a $2.3 million cumulative reduction in fiscal 2001 as a result of decreased statutory income tax rates and the change in temporary differences arising from unbilled revenue.

Liquidity and Capital Resources

Historical

Historically, Norama Ltd. has used its cash from operations, together with other available sources of liquidity (primarily our lines of credit, term loans and advances from shareholders), to fund its working capital needs and capital expenditures.

As of September 30, 2003, Norama Ltd. had cash of $7.7 million, an increase of $7.0 million from March 31, 2003. The primary source of cash during the six months was $17.3 million provided by operating activities, which resulted primarily from the collection of accounts receivable that were outstanding at March 31, 2003.

The primary uses of cash during the six months ended September 30, 2003 were $4.9 million for capital expenditures and $5.9 million for repayment of debt and capital lease obligations. Capital expenditures during this period were primarily related to the exercise of purchase options under operating leases.

As of September 30, 2002, Norama Ltd. had minimal cash compared to $0.4 million at March 31, 2002. The net cash used in operating activities was $10.6 million during the six months ended September 30, 2002. This included $12.3 million of net changes in non-cash operating working capital due largely to increases in unbilled revenue and decreases in accounts payable and accrued liabilities offset by a decrease in accounts receivable. Cash flows from investing activities included $12.6 million for capital expenditures and proceeds from disposal of capital assets of $2.5 million. Capital expenditures during this period related primarily to the purchase of the RH400 shovel. Cash flows from financing activities were $20.3 million and included borrowings of $24.0 million net of repayment of debt and capital lease obligations of $2.8 million.

As of March 31, 2003, Norama Ltd. had cash of $0.7 million, an increase of $0.2 million from the prior year end. The net cash provided by operating activities was $16.3 million in fiscal 2003. Net cash used in investing activities of $18.7 million consisted of $22.9 million of capital expenditures offset by $4.2 million in proceeds on disposal of capital assets. Net cash provided by financing activities was $2.7 million.

As of March 31, 2002, Norama Ltd. had cash of $0.4 million, a decrease of $10.8 million from March 31, 2001. The net cash provided by operating activities was $4.2 million in fiscal 2002. The net cash used in investing activities was $6.5 million, consisting of $8.7 million of capital expenditures and $2.2 million in proceeds on disposal of capital assets. Net cash used in financing activities was $8.5 million.

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After the Transactions

Subsequent to the closing of the transactions, we have funded our operations and capital expenditures and satisfy our debt service obligations through operating cash flow and borrowings under our revolving credit facility.

We incurred substantial indebtedness in connection with the transactions. On a pro forma basis as of September 30, 2003, after giving effect to the transactions, we would have had $311.4 million of indebtedness outstanding, consisting of $261.4 million of notes and $50.0 million under our new credit facility. Further, at the closing, after giving effect to the letter of credit issued in the amount of approximately $10 million to support bonding requirements associated with our customer contracts, we had approximately $60 million available to us under our revolving credit facility.

We expect our future sustaining capital expenditures to range from $9 million to $18 million. Sustaining capital expenditures are those that are required to maintain the fleet of equipment at its optimum average age. Expansion capital expenditures are directly related to new projects, and the commitment to make expansion capital expenditures typically occurs only when we have signed a contract for a new project.

Our new senior credit facility and the indenture relating to the notes impose certain restrictions on us, including restrictions on our ability to incur indebtedness, pay dividends, make investments, grant liens, sell our assets and engage in certain other activities. In addition, the new senior credit facility requires us to maintain certain financial ratios. See “Description of Bank Credit Agreement.” Our indebtedness under the new senior secured credit facility is secured by substantially all of our assets, including our accounts receivable and capital assets.

Contractual Obligations and Other Commitments

Following the transactions, our principal contractual obligations relate to the notes, the term loans, the revolving credit facility and operating leases. The following table summarizes our future contractual obligations, excluding interest payments, as of March 31, 2003 on a historical basis.

	Historical
	Payments Due by Period
	Total		2004		2005		2006		2007		2008		2009 and after
	(dollars in millions)
Contractual Obligations:
Debt	$	22.1	$	7.2	$	5.5	$	5.3	$	3.9	$	0.2	$	—
Capital leases (including interest)		9.2		5.2		3.2		0.8		—		—		—
Operating leases		7.3		7.2		0.1		—		—		—		—
Total contractual cash obligations	$	38.6	$	19.6	$	8.8	$	6.1	$	3.9	$	0.2	$	—

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The following table summarizes our future contractual obligations, excluding interest payments, as of March 31, 2003 on a pro forma basis to give effect to the transactions.

	Pro Forma
	Payments Due by Period
	Total		2004		2005		2006		2007		2008		2009 and after
	(dollars in millions)
Contractual Obligations:
Debt	$	311.4	$	5.7	$	11.1	$	11.1	$	11.1	$	11.0	$	261.4
Operating leases(a)		5.4		3.6		0.7		0.6		0.5		—		—
Total contractual cash obligations	$	316.8	$	9.3	$	11.8	$	11.7	$	11.6	$	11.0	$	261.4

(a) Includes leases on four pieces of heavy equipment and a number of licensed motor vehicles.

Reconciliation of Canadian GAAP to U.S. GAAP

The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles, or “GAAP.” There are no material items in the reporting period that could give rise to measurement differences to these consolidated financial statements under U.S. GAAP.

U.S. Generally Accepted Accounting Principles

The consolidated financial statements have been prepared in accordance with Canadian GAAP. For the periods presented in this prospectus, we are not aware of any differences in the measurement of operations or the recognition of assets and liabilities under accounting principles generally accepted in the United States, or U.S. GAAP.

Recent U.S. accounting pronouncements

In November 2002, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” or FIN 45. FIN 45 requires the recognition of a liability by a guarantor at the inception of certain guarantees entered into or modified after December 31, 2002. FIN 45 requires the guarantor to recognize a liability for the non-contingent component of certain guarantees; that is, it requires the recognition of a liability for the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. At March 31, 2003 and September 30, 2003, we had not provided any guarantees.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities,” or FIN 46. Its consolidation provisions are applicable for all newly created entities created after January 31, 2003, and is applicable to existing variable interest entities as of the beginning of our second quarter beginning July 1, 2003. With respect to entities that do not qualify to be assessed for consolidation based on voting interests, FIN 46 generally requires a company that has a variable interest(s) that will absorb a majority of the variable interest entity’s expected losses if they occur, receive a majority of the entity’s expected residual returns if they occur, or both to consolidate that variable interest entity. For periods prior to FIN 46’s effective date, certain disclosures are required if it is reasonably possible that we will have a significant variable interest in or be the primary beneficiary of a variable interest entity when FIN 46 guidance is effective. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

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In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” or SFAS 143, which addresses financial accounting and reporting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. SFAS 143 requires us to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. If the obligation is settled for other than the carrying amount of the liability, we will recognize a gain or loss on settlement. We were required to adopt the provisions of SFAS 143 effective January 1, 2002. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” or SFAS 146, which is effective for exit or disposal activities that are initiated after December 31, 2002. SFAS 146 requires that a liability be recognized for exit or disposal costs only when the liability is incurred, as defined in the FASB’s conceptual framework rather than when a company commits to an exit plan, and that the liability be initially measured at fair value. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

New Canadian GAAP Accounting Rules

In December 2002, the Accounting Standards Board of the Canadian Institute of Chartered Accountants issued Handbook Section 3063, Impairment of Long-Lived Assets. Section 3063 supersedes the write-down and disposal provisions of Section 3061, Property, plant and equipment. Under Section 3063, long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the assets might be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the asset or asset group is compared with its recoverable amount. The carrying amount of a long-lived asset is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. The second step is carried out when the carrying amount of a long-lived asset is not recoverable, in which case the fair value of the long-lived asset is compared with its carrying amount to measure the amount of the impairment loss, if any. When an impairment loss is recognized, it is presented in income from operations in the income statement. When quoted market prices are not available, the fair value of the long-lived assets is determined using the discounted estimated future cash flow method.

We adopted Section 3063, effective April 1, 2003. In accordance with the requirements of Section 3063, this change in accounting policy has been applied prospectively and the amounts presented for prior periods have not been restated for this change.

Quantitative and Qualitative Disclosures Regarding Market Risk

We are subject to currency exchange risk as the notes are denominated in U.S. dollars and all of our revenues and most of our expenses are denominated in Canadian dollars. In the future, we may enter into currency hedges to reduce the risk of changes in the value of the U.S. dollar versus the Canadian dollar.

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We are also subject to interest rate market risk in connection with the senior secured debt facilities. We have $50.0 million outstanding under the term loan and no drawings under the revolving credit facility. Both facilities bear interest at variable rates based in part on the Canadian prime rate or at a Canadian bankers’ acceptance rate, in each case plus an applicable margin. Each 1% increase or decrease in the interest rate on the term loan would change our cost of financing by $0.5 million. Assuming the revolver is fully drawn, each 1% increase or decrease in the applicable interest rate would change our cost of financing on our total senior secured facility by $1.2 million. In the future, we may enter into interest rate swaps, involving the exchange or floating for fixed rate interest payments, to reduce interest rate volatility.

The rate of inflation has not had a material impact on our operations as many of our contracts contain provision for annual escalation. If inflation remains at its recent levels, we would not expect it to have a material impact on our operations in the foreseeable future.

Seasonality

We have experienced very little seasonality in our operations. We have historically performed more of our pipeline work in the winter months when conditions are more favorable to move our equipment on the muskeg.

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BUSINESS

Our Company

We are one of the largest and most experienced providers of site preparation, mining, piling and pipeline installation services in western Canada. We provide our services primarily to the major integrated and independent oil and gas, petrochemical and other natural resources companies operating in this geographic region. In serving our customers, we operate over 400 pieces of heavy equipment and over 450 support vehicles, and we have developed particular expertise operating in the difficult working conditions created by the climate and terrain of the Alberta oil sands and other areas of western Canada. Our work on private sector oil sands and pipeline installation projects is a result of focusing our asset deployment on the more technically difficult and profitable revenue opportunities rather than traditional public sector construction activity. Our services consist of:

• site preparation, which includes clearing, stripping, excavating and grading for mining operations and other general construction projects, as well as underground utility installation for plant, refinery and commercial building construction;

• surface mining for oil sands and other natural resources;

• piling installation for plant, refinery and commercial building construction; and

• pipeline installation for oil and gas transmission.

For the twelve months ended September 30, 2003, on a pro forma basis, we would have had revenue of $402.4 million. Our revenues grew at a compounded annual growth rate of over 26% from fiscal 1999 to 2003.

We generate approximately 80% of our revenue from energy producers in the Alberta oil sands by providing reliable site preparation, mining and piling services. The Alberta oil sands are spread across 140,800 square kilometers, or 54,363 square miles, of remote landscape in the northeastern portion of the province of Alberta. Most of the oil sands are buried under sand, gravel, silts and clay, collectively called overburden, and in some places up to 16 meters of muskeg. According to Canadian Association of Petroleum Producers, or CAPP, there are approximately 175 billion barrels of economically recoverable oil in the sands, which makes the Alberta oil sands proved reserves comparable to those of Saudi Arabia. Alberta Economic Development , or AED, estimates that from 1996 to 2002, approximately $23 billion was invested in the Alberta oil sands. From 2003 to 2012, AED projects that approximately $71 billion will be spent to sustain and expand existing oil sands projects and develop new projects.

We have long-term, stable relationships with our customers, some of whom we have been serving for over 40 years. We believe we are the principal provider of site preparation, mining and piling services in the Alberta oil sands to Syncrude Canada Ltd., our largest customer and the largest producer of bitumen in the oil sands, and other major operators in the area. We also provide pipeline installation services in British Columbia to EnCana Corporation. We estimate that over 91% of our revenues from fiscal year 2001 to 2003 was attributable to private sector oil and gas projects in Alberta and British Columbia and, for the twelve months ended September 30, 2003, we derived over 94% of our revenue from this market.

Our Competitive Strengths

Leading market position

With over 50 years of operations in western Canada, we are one of the largest and most experienced independent equipment operators in the Fort McMurray area. Our fleet size allows

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us to offer greater flexibility in scheduling contract services on a timely basis and to take on long-term, large-scale projects with the major operators in the oil sands. In addition, we have developed particular expertise operating in the difficult working conditions created by the climate and terrain of the Alberta oil sands and other areas of western Canada. We believe this combination provides us with a significant competitive advantage in our target markets.

According to CAPP, in 2002, operators in the Alberta oil sands spent approximately $6 billion to develop projects. We believe that approximately 10% to 20% of these projects relate to services we perform and on which we may bid. In the same period, we estimate that the operating spending by the oil sands mining operators was approximately $500 million, of which we believe 20% relates to recurring services that we perform. We estimate that our market share in the Alberta oil sands was approximately 40% based on our realized oil sands service revenue of $276.5 million for the fiscal year ended March 31, 2003.

Long-term customer relationships

We have worked successfully for many years with a number of the major oil sands producers and industry leaders in our core markets. We have established strong relationships with our customers based on our commitment to quality, service and safety. Historically, our largest customers by revenue have been Syncrude Canada, Ltd., Suncor Energy Inc., Albian Sands Energy Inc. and EnCana Corporation. These customers demand that their service providers meet very stringent criteria, including a strong safety and performance record, a well-maintained, highly capable fleet with specific equipment dedicated to them and a staff of well-trained, experienced operators and mechanics. We believe that our qualifications meet or exceed each of these criteria, giving us superior relationships with our customers. For the fiscal year ended March 31, 2003, 93% of our revenue was generated by customers with whom we have had relationships between five and 40 years.

Stable revenue from growing Alberta oil sands development

Approximately 80% of our fiscal 2003 revenue was attributable to the development of the Alberta oil sands. Production in the Alberta oil sands is less dependent on short-term commodity prices than production in other regions due to the predictable geology of the reserve, high operating leverage and low breakeven costs. We believe this work represents a stable and profitable revenue source. Further, according to Alberta Energy and Utilities Board, or AEUB, only 2% of the oil sands reserves have been produced. As a result, we believe that there is significant potential for long-term growth in this region.

Experienced management and operations team

The nine members of our senior management team have, in the aggregate, approximately 170 years of service with us. This team has been responsible for the growth of our revenues from $136.2 million in fiscal 1999 to $344.2 million in fiscal 2003. Our president, Gordon Parchewsky, has over 30 years of experience delivering the services we provide to customers in the Alberta oil sands and elsewhere in western Canada. Our 30 project managers have over 230 years of collective service with us and manage the day-to-day execution of a wide range of projects. Our primary customers are developers of multibillion dollar projects in the Alberta oil sands. Construction of these projects takes several years and comes with significant construction risk. Our oil sands customers want service providers with experienced management and personnel whom they can trust to complete the work on-time, on-budget and without incident. We have provided outsourced mining and site preparation services in the oil sands for over 40 years and have participated in every Canadian oil sands mining project

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developed. We believe our management and operations team has significantly more experience than any of our competitors and provides us with a significant competitive advantage.

Well-positioned equipment fleet and maintenance facilities

We operate one of the largest heavy equipment fleets in western Canada with over 850 pieces of equipment and support vehicles located mainly in the Alberta oil sands. This large and diverse fleet located on site in the remote area of the oil sands allows us to quickly serve the constantly shifting needs of our customers’ projects. In addition, our ability to quickly move equipment from one project site to another in the oil sands region not only allows us to provide excellent service to our customers, but also increases the utilization of our fleet.

In addition to our major equipment repair facility located at our corporate headquarters near Edmonton, we have three equipment repair facilities located on our customers’ project sites in the oil sands. These facilities allow up to maintain our equipment according to a stringent maintenance program and make repairs without unnecessary equipment downtime.

Our Strategy

We intend to increase cash flow by focusing on internal growth opportunities. We believe our market leadership position, strong customer base and well-positioned equipment fleet will allow us to take advantage of the significant growth opportunities we see for the expansion of the oil sands and other energy and natural resources development in Canada. We may also make selective acquisitions that we believe will lead to further growth opportunities. We intend to capitalize on these opportunities by pursuing the following strategies:

Increase the level of our recurring revenue base

Over the past several years we have increased our revenues from mining services, including overburden removal, reclamation and ore mining from $37 million in fiscal 2000 to $100 million in fiscal 2003. We believe our oil sands customers’ needs for these types of services will increase as they expand their operations. We expect to increase the stability of our revenues and cash flows by increasing the quantity of recurring mining services both to our existing customers as well as other developers of natural resources outside of the oil sands.

Leverage long-term relationships with existing energy customers

Several of our oil sands customers have announced intentions to increase their production capacity by expanding the infrastructure at their sites through various planned expansion projects. We expect to leverage our relationships with these and other oil sands customers to win a substantial share of the site preparation, mining and piling services outsourced by these customers in connection with their expansions. In addition, we believe we are well-positioned to expand the services we provide to new and existing pipeline customers and participate in new pipeline projects designed to service growing natural gas demand from the oil sands producers and U.S. customers.

Capitalize on new opportunities in the Alberta oil sands

We plan to utilize our market leadership position and successful track record with the major operators in the oil sands to position ourselves as the service provider of choice for customers establishing new mining operations in the oil sands. For example, CNRL has announced plans to invest approximately $8.4 billion for the full three phases of the Horizon project on their oil sands lease in the Fort McMurray area. Construction is scheduled to begin in 2004. We have

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assisted CNRL in estimating certain front-end work on the project, and we believe we are well positioned to be selected to provide a significant portion of the site preparation, mining and piling outsourced by CNRL in connection with this project.

Maintain our market share in existing piling markets and expand our geographic scope by making selective regional piling acquisitions

Over the last five years, we have generated a significant amount of revenue by providing piling services to commercial construction customers in the Edmonton, Calgary, Regina and Vancouver areas. As these areas continue to grow as a result of population growth, additional piling services will be required and we expect to leverage our relationships with customers in these areas to provide a significant share of these services. We have also identified other areas of western and central Canada that exhibit attractive characteristics indicating future commercial construction growth. We plan to enter these markets by selectively acquiring local piling companies and then utilizing our experience and equipment fleet to successfully grow our piling and other services in these markets.

Employ our expertise outside of the Alberta oil sands

Canada has significant reserves of various natural resources including diamonds, coal and gold. We intend to utilize the expertise we have developed providing site preparation, mining and piling services to natural resources mining companies operating outside of the oil sands.

Continue to improve our operating efficiency and control our costs

We intend to pursue contracts that allow us to maximize the utilization of our fleet of large equipment. This will enable us to increase operating efficiency and improve our margins. Additionally, we intend to optimize our equipment through our maintenance and repair program in order to minimize equipment downtime and increase utilization.

Our Operations

We provide our services in four interrelated yet distinct business units: site preparation, mining, piling and pipeline. Over the past 50 years, we have developed an expertise operating in the difficult working conditions created by the climate and terrain of western Canada. We provide these services primarily for our oil and gas and other natural resource customers.

The chart below shows the revenues generated by each business unit for the twelve months ended September 30, 2003 and the fiscal years ended March 31, 1999 through March 31, 2003:

	Year Ended March 31,																				Twelve Months Ended September 30,
	1999				2000				2001				2002				2003				2003
	(dollars in thousands)
Site preparation	$	23,638	17.4	%	$	63,268	34.9	%	$	70,727	28.6	%	$	57,261	23.0	%	$	145,333	42.3	%	$	145,606	36.2	%
Mining		67,899	49.9			37,152	20.5			82,425	33.3			128,880	51.6			99,902	29.0			144,508	35.9
Piling		20,489	15.0			52,301	28.9			36,709	14.9			35,132	14.1			61,006	17.7			60,617	15.1
Pipeline		24,156	17.7			28,436	15.7			57,406	23.2			28,078	11.3			37,945	11.0			51,655	12.8
Total	$	136,182	100.0	%	$	181,157	100.0	%	$	247,267	100.0	%	$	249,351	100.0	%	$	344,186	100.0	%	$	402,386	100.0	%

Site preparation

Our site preparation business unit encompasses a wide variety of services, including clearing, stripping, excavating and grading for mining operations and other general

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construction projects, as well as underground utility installation for plant, refinery and commercial building construction. This business utilizes the vast majority of our equipment fleet and employs over 500 people. The majority of the employees and equipment associated with this business unit are located in the Alberta oil sands area.

For the fiscal year ended March 31, 2003 and for the twelve months ended September 30, 2003, revenues from this segment accounted for 42% and 36%, respectively, of our total revenues. Revenues for this segment grew at a compounded annual growth rate of 57% from fiscal 1999 through fiscal 2003.

Oil sands operators use our site preparation services to prepare their leased properties for the construction of the mining infrastructure, including extraction plants and upgrading facilities, and for the eventual mining of the oil sands ore located on their properties. Outside of the Alberta oil sands, our site preparation services are used to assist in the construction of roads, natural resource mines, plants, refineries, commercial buildings, dams and irrigation systems. In order to successfully provide these types of services in the Alberta oil sands, our highly skilled operators are required to use heavy equipment to transform barren terrain and difficult soil or rock conditions into a stable environment for site development. Our extensive fleet of equipment is used for clearing the earth of vegetation and removing topsoil that is not usable as a stable subgrade and site grading, which includes grading, leveling and compacting the site to provide a solid foundation for transportation or building. We also provide utility pipe installation for the private and public sectors in western Canada. We are experienced in working with piping materials such as HDPE, concrete, PVC and steel. This work involves similar methods as those used for field, transmission and distribution pipelines in the oil and gas industry, but is generally more intricate and time consuming as the work is typically performed in existing plants with numerous tie-ins to live systems. Revenue and profitability contribution from site preparation services increased from fiscal 2001 to fiscal 2003 due to an increase in these types of services provided to Alberta oil sands operators in connection with the construction of their mining sites.

Mining

Our contract mining business represents an outsourcing of the equipment and labor component of the oil and gas and other natural resources mining business. Many progressive Alberta oil sands and natural resource mining companies are increasingly utilizing contract services for mine site operations in order to focus their resources on exploration and property development. Our mining services consist of overburden removal; the hauling of sand and gravel; mining of the ore body and delivery of the ore to the crushing facility; supply of labor and equipment to support the owners’ mining operations; construction of infrastructure associated with mining operations; and reclamation activities, which include contouring of waste dumps and placement of secondary materials and muskeg. The major producers outsource mine site operations to contractors such as our company to allow them to benefit from a variety of cost efficiencies that we can provide. We believe mining contractors typically have wage rates lower than those of the mining company and more flexible operating arrangements with personnel allowing for improved uptime and performance. We believe we are one of the principal outsourced mining service providers in the Alberta oil sands because of our ability to operate efficiently and profitably in some of the most challenging mine sites in western Canada.

For the fiscal year ended March 31, 2003 and for the twelve months ended September 30, 2003, revenues from this segment accounted for 29% and 36%, respectively, of our total revenues. Revenues for this segment grew at a compounded annual growth rate of 10% from fiscal 1999 through fiscal 2003.

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Piling

In providing piling services, we currently operate a variety of crawler-mounted drill rigs, a fleet of 25 to 100-ton capacity piling cranes and pile driving hammers of all types from our Edmonton, Calgary, Regina, Vancouver and Fort McMurray locations. Piles and caissons are deep foundation systems that extend up to 30 meters below a structure. Piles are long narrow shafts that distribute a load from a supported structure (such as a building or bridge) throughout the underlying soil mass and are necessary whenever the available footing area beneath a structure is insufficient to support the load above it. The foundation chosen for any particular structure depends on the strength of the rock or soil, magnitude of structural loads, and depth of groundwater level.

Our capabilities include the installation of all types of driven and drilled piles, caissons and earth retention and stabilization systems for commercial buildings; private industrial projects, such as plants and refineries; and infrastructure projects, such as bridges. Our piling business employs approximately 100 people and is one of the largest deep foundation construction operation in western Canada. Oil and gas companies developing the oil sands and related infrastructure represent two-thirds of our piling clients. The remaining one-third of our piling clients are primarily commercial construction builders operating in the Edmonton, Calgary, Regina and Vancouver areas.

For the fiscal year ended March 31, 2003 and for the twelve months ended September 30, 2003, revenues from this segment accounted for 18% and 15%, respectively, of our total revenues. Revenues for this segment has grown at a compounded annual growth rate of 31% from fiscal 1999 through fiscal 2003.

Pipelines

We install field, transmission and distribution pipe made of steel, plastic and fiberglass materials in all sizes up to and including 36 inches in diameter. We employ our fleet of construction equipment and skilled technical operators to build and test the pipelines for the delivery of oil and natural gas from the producing field to the consumer. Our pipeline teams have expertise in hand welding selected grade pipe and in operating in the harsh conditions of remote regions in western and northern Canada.

For the fiscal years ended March 31, 2003 and March 31, 2002, over 99% of our revenues and profitability in our pipeline business resulted from work performed for EnCana. For the fiscal year ended March 31, 2001, services provided to EnCana accounted for approximately 72% of our pipeline revenue, with the remainder generated by services provided to TransCanada Pipelines Limited. Despite our limited client base in this segment over the past three years, we believe there are significant opportunities to increase our market share by capitalizing on the projected growth in the natural gas industry in western Canada.

For the fiscal year ended March 31, 2003 and for the twelve months ended September 30, 2003, revenues from this segment accounted for 11% and 13%, respectively, of our total revenues. Revenues for this segment grew at a compounded annual growth rate of 12% from fiscal 1999 through fiscal 2003.

Our Markets

The western Canadian markets that we serve are primarily related to the energy industry and have experienced substantial growth in recent years. We provide our services to three primary markets: the Alberta oil sands market, the conventional oil and gas and minerals mining services market, and the commercial and public construction services market. Favorable dynamics in each of these markets have resulted in a significant increase in the demand for our services over the last five years.

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The following table reflects our revenues by market segment for the fiscal years ended March 31, 1999 through March 31, 2003 and the twelve months ended September 30, 2003:

	Year Ended March 31,																				Twelve Months Ended September 30,
	1999				2000				2001				2002				2003				2003
	(dollars in thousands)
Alberta oil sands	$	80,962	59.4	%	$	133,457	73.7	%	$	169,385	68.5	%	$	187,774	75.3	%	$	276,462	80.3	%	$	323,199	80.3	%
Conventional oil and gas and minerals	$	39,154	28.8		$	40,472	22.3		$	65,139	26.3		$	34,502	13.8		$	42,470	12.3		$	61,123	15.2
Commercial and public	$	16,066	11.8		$	7,228	4.0		$	12,743	5.2		$	27,075	10.9		$	25,254	7.4		$	18,064	4.5
Total	$	136,182	100.0	%	$	181,157	100.0	%	$	247,267	100.0	%	$	249,351	100.0	%	$	344,186	100.0	%	$	402,386	100.0	%

Alberta oil sands

Revenue generated by providing services in the Alberta oil sands market accounted for $323.2 million, or 80%, of our total revenue during the twelve months ended September 30, 2003. Over the four year period from fiscal year ended March 31, 1999 to 2003, we realized a revenue compounded annual growth rate of 36% in this market by providing site preparation, mining and piling services to our oil and gas customers operating in the Alberta oil sands. In serving this market, we currently operate approximately 200 pieces of heavy equipment and employ approximately 1,000 people. Our customers typically require our services in three separate phases of the construction and operation of their oil sands mines. In the pre-operation phase, as they construct the initial mining infrastructure including the extraction and related upgrading facilities, our customers will engage us to provide site preparation and piling services. We believe that approximately 10% to 20% of this work is available to independent service providers such as us. When the mines become operational, some customers choose to outsource a portion of the recurring mining and site preparation services. We believe the operators on average outsource approximately 20% to 25% of these services to independent service providers. As the mine capacity is increased through the expansion and modernization of the related infrastructure, the operators will again engage third-party service providers to perform additional site preparation, mining and piling services.

Alberta oil sands market summary: The Alberta oil sands are spread across 140,800 square kilometers, or 54,363 square miles, of remote landscape in the northeastern portion of the province of Alberta. Most of the Alberta oil sands are buried under sand, gravel, silt and clay, collectively called overburden, and in some places up to 16 meters of muskeg. The Alberta oil sands themselves lie in a band, often 50 meters thick, below the overburden and above a layer of limestone bedrock.

The Alberta oil sands are developed primarily through the two techniques of open pit surface mining and in-situ, or in-place, production. Our mining and site preparation revenue is primarily derived from projects which utilize the open pit surface mining technique. In open pit surface mining, Alberta oil sands operators, such as Syncrude, Suncor and Albian, expose the oil sands by removing the muskeg and overburden. The muskeg is saved for reclamation while the overburden is used for mine and plant site development or to build dykes for tailings ponds required as part of the mining process or placed in a waste dump. Trucks, shovels and other heavy equipment remove the oil sands and take it to the nearby extraction and upgrading plants for processing into a high-quality, light, sweet synthetic crude oil. The extraction process removes the sand through a process of adding, among other things, hot water and agitation. The result is the bitumen. Recovered bitumen that is clean and diluted can be marketed as a conventional crude oil product. To date, the mining developments have combined the raw bitumen recovery with upgrading processes to produce an upgraded light oil (synthetic), which is marketed as an equivalent to light sweet crude oil. Eventually, as mining operations move into new areas, earlier parts of the old mine have to be reclaimed. Reclamation, which is a part of mining, is intended to return the mined area to a natural state, which can be productive for agriculture. Approximately 60% of oil sands

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production is currently derived by open pit mining. The remaining 40% of current oil sands production is developed through in-situ production. The in-situ technique is typically utilized when oil sands deposits lie 80 meters or more below the ground surface. Steam is used to heat the bitumen, separating it from the sand. Once separated, it can be pumped to the surface, where it is combined with a condensate to make it transportable to refineries suited to heavier crude feedstocks. In order to operate the in-situ process, the operators rely on vast quantities of steam which is produced by using natural gas as a fuel source. As a result, fluctuations in the prices of natural gas can have a significant impact on operating costs.

According to CAPP, there are approximately 175 billion barrels of economically recoverable oil in the oil sands, second only to Saudi Arabia. The charts below depict a breakout of the recoverable world oil reserves by country and a breakout of Canada’s oil sands reserves:

According to AED, from 1996 through 2002, an estimated $23 billion was invested in the Alberta oil sands, either to sustain and expand existing projects or develop new projects. By the end of 2003, oil sands production is expected by CAPP to exceed one million barrels per day, and account for more than 40% of total western Canadian oil production. From 2003 to 2012, approximately $71 billion is projected to be spent sustaining and expanding existing projects as well as developing new projects. By 2011, Alberta oil sands producers could have production capacity of triple the nearly one million barrels per day of oil currently produced. Beyond 2010, several new multibillion dollar projects and a number of smaller multimillion dollar developments are being considered by various oil sands operators.

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The chart below shows actual Alberta oil sands capital expenditures from 1996 to 2002 and announced capital expenditures from 2003 to 2012:

The substantial investment in the development of the Alberta oil sands, as evidenced by the above chart, can be attributed to low finding and development costs, high recovery rates and long reserve lives as compared to conventional oil and gas deposits. Since Alberta oil sands reserves are not trapped in wells deep underground, the reserves are relatively accessible and their size and quality can be readily confirmed. Additionally, oil sands mining projects can experience resource recovery rates of greater than 90%. The typical reserve decline curves do not apply as oil sands reserves can be developed for decades. The long reserve lives in the oil sands result in reduced commodity price volatility risk to producers as they are able to sell their production over a long period of time.

Given the inherent advantages to oil sands production, successful development of the Alberta oil sands will be dependent on the following: (i) additional advances in mining technologies, (ii) increasing demand for crude oil and natural gas in the United States and (iii) supportive government regulation in the form of competitive royalty and fiscal regimes.

Historically, high costs prevented the development of additional Alberta oil sands mining projects beyond the operations of Syncrude and Suncor. However, much of the recent rapid increase in the development of the oil sands is attributable to technological advances in mining techniques. For example, a National Energy Board publication estimates operating costs to have been US$11 to US$14 per barrel in 2000 and projects further reductions to US$10 per barrel in 2005. The most significant technological advancements were a change in mining technique to truck and shovel operations from the dragline/bucket method and the development of hydrotransport which has made the separation of the sand and bitumen easier. As a result, extraction plants are now located at satellite mines.

Over the long-term, we expect development of the Alberta oil sands to benefit from increases in U.S. and Canadian oil consumption. According to the U.S. Energy Information

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Association, or EIA, U.S. consumption of petroleum is expected to increase by 1.8% annually between 2001 and 2020. Over that same time period, net imports as a percentage of supply are expected to increase from 55.4% in 2001 to 65.3% in 2020. Canada already ranks as the largest foreign supplier of oil to the United States and its position as a primary supplier is expected to continue, according to EIA. Additionally, due to unstable political circumstances surrounding several major U.S. foreign oil suppliers, the United States may benefit from a more secure, reliable source of oil in the future. The Alberta oil sands currently account for approximately 35% of total Canadian crude output. By 2005, sales of synthetic crude oil and bitumen are expected to account for approximately 50% of Canadian crude oil output. Therefore, Alberta oil sands production is expected to capture an increasing share of a growing Canadian market.

Continued government support of the Alberta oil sands will be important to the future development of the industry. The Alberta government, as owner of the oil sands resources, directly influences the development of Alberta oil sands projects primarily through its control of the regulatory approval process and the royalty requirements it places on the oil sands operators. The federal Canadian government impacts oil sands projects through taxation and its support of the Canadian oil industry in the geopolitical arena (e.g., the implementation of the Kyoto Accord). Historically, regulatory approval has not been a significant impediment to Alberta oil sands project development. Typically, negotiation is required with various concerned parties, but a satisfactory solution is generally achievable. A new royalty regime was designed to accelerate investment in the oil sands by providing royalty visibility to operators while offering a fair return to the resource owners. That regime, known as the generic royalty regime, was adopted by the Government of Alberta in 1997 and applies a consistent royalty standard to all future oil sands projects. Prior to the implementation of the generic royalty regime, royalty arrangements were negotiated on a project-by-project basis. Under the generic royalty regime, all new projects and expansions of existing projects will essentially pay royalties according to the following schedule:

• in the pre-payout period, or before the project has recovered all its project costs plus a return allowance, the applicable royalty is 1% of gross revenue from project sales;

• in the past-payout period, or after the project has recovered all its project costs plus a return allowance, the applicable royalty is the greater of 25% of project net revenue or 1% of gross revenue;

• in the year incurred, all cash costs (operating and capital) are 100% deductible; and

• the return allowance is set at the Government of Canada Long Term Bond Rate.

This royalty regime provides an economic incentive for oil sands producers to continue to invest capital and thereby benefit from the tax incentive structure.

Conventional oil and gas and minerals mining services

We provide pipeline installation to natural gas producers and transporters, as well as site preparation, mining and piling services to natural resources mining companies in western Canada. Revenue generated by providing services in the conventional oil and gas and minerals mining services market accounted for $61.1 million, or approximately 15%, of our total revenue during the twelve months ended September 30, 2003. Over the four year period from fiscal year ended March 31, 1999 to 2003, we realized a compounded annual growth rate of 2%. In serving this market, we currently operate 100 pieces of equipment and employ approximately 250 people.

We believe there are many opportunities to grow our revenue base in this market. The increase in demand for natural gas has prompted the industry to announce plans to expand

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existing pipelines and increase plant-processing capacity. In addition, the proliferation of diamond mines and the continued expansion of other mineral and metal mines in western and northern Canada has lead to numerous site preparation, piling and contract mining opportunities for independent service providers such as ourselves.

Natural gas industry summary: Canada is the world’s third largest producer and second largest exporter of natural gas. Like oil, natural gas is found in sedimentary rock. Raw material gas flowing out of the ground must be processed before it can be injected into long-distance pipeline systems or used by consumers. Generally, producers in Alberta and Saskatchewan have contractors build the gathering pipelines needed to move raw gas from wells to processing plants. After processing, marketable gas is delivered by producers to distributors through high-pressure steel pipeline systems.

Canada produces 6.3 trillion cubic feet of natural gas annually. The main gas producing area in Canada is the southern portion of the Western Canadian Sedimentary Basin, with about 80% of gas production coming from Alberta. The Northwest Territories and the Yukon are thought to hold great potential for new gas discoveries. According to CAPP, there are 300 trillion cubic feet of remaining potential resources in developed regions (western Canada, McKenzie Delta and Scotian Shelf). Exploration and production activity in the Mackenzie Delta, Beaufort Sea, and Alaskan North Slope has sparked interest in an Arctic pipeline. In addition, the Mackenzie Valley Pipeline, a large Canadian pipeline project, has been planned to transport natural gas from the Beaufort Sea to the Fort McMurray area, southern Alberta and also into the United States. For this project, five leading energy companies have announced their intention to jointly spend $5 billion to construct the pipeline. We anticipate participating in this and other expansion projects.

Minerals mining market summary: Canada is also one of the largest mining nations in the world, producing more than 60 different minerals and metals. In 2002, the mining and minerals industries contributed $36.1 billion to the Canadian economy, an amount equal to 3.7% of GDP. The value of minerals produced (excluding petroleum and natural gas) reached $19.6 billion in 2002.

According to the Government of Alberta, Canada ranked tenth in the world in total proven coal reserves. Alberta contains 70% of Canada’s coal reserves and, by volume, produces approximately half of the coal mined in Canada annually. As of August 2003, there were eight active Alberta coal mines typically producing between 30 and 35 million tons per year. Alberta’s coal is produced by strip mining, surface mining and open pit mining.

The diamond mining industry in Canada is relatively new, having produced diamonds for only four years. However, the industry has grown quickly from 2.6 million carats of production in 2000 to an estimated 5.0 million carats of production in 2002, or a compounded annual growth rate of approximately 40%. Currently, Canada has only two producing diamond mines, BHP Billiton’s Ekati mine and the Diavik mine. Diavik began production in late 2002 while Ekati has been in operation since late 1998. In 2002, the Ekati mine produced 5.0 million carats, up from 3.7 million in 2001. Combined, Ekati and Diavik are expected to reach approximately 12 million carats per year when they reach full capacity. We believe Canadian diamond mining will continue to increase as existing mines are brought up to full production and new mine projects are developed. By 2007, Indian and Northern Affairs Canada, or INAC, anticipates that Canada will be the third largest diamond producer in the world by value when at least two other mines, Snap Lake and Jericho, are expected to come on line.

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Commercial and public construction services

Revenue generated by providing services in this market accounted for $18.1 million, or 5%, of our total revenue during the twelve months ended September 30, 2003. Less than $4.8 million of this revenue was generated from publicly bid government work. Over the four year period from fiscal year ended March 31, 1999 to 2003, we realized a revenue compounded annual growth rate of 12% in this market by providing site preparation, mining and piling services to commercial construction companies operating in western Canada, specifically in the Edmonton, Calgary, Regina and Vancouver areas. In serving this market, we currently operate over 25 pieces of equipment and employ approximately 75 people. Over the past 10 years, many commercial construction companies in these areas have consistently selected us to provide site preparation and piling services in connection with the construction of commercial buildings, private industrial projects such as plants and refineries, and infrastructure projects such as bridges. In bidding for projects in these markets, we are willing to accept the role of general contractor or subcontractor depending on the nature of the project.

We believe there will be opportunities to expand our revenue base in our existing locations, as well as establish a presence in other areas of western Canada. The continued strength of the western Canadian economy has led to the planned commercial development of many urban centers in western Canada and to the improvement of public facilities and infrastructure. We are well-positioned to profit from these opportunities.

Western Canada, consisting of Manitoba, Saskatchewan, Alberta, British Columbia, the Yukon, the Northwest Territories and Nunavut, experienced GDP growth of 1.5% in 2002. By comparison, Alberta’s GDP grew 1.7% during this period. Alberta’s attractive tax structure provides incentives to both businesses and individuals to locate in the province, and the population has been growing at approximately double the national pace. According to the Alberta government, the provincial economy is expected to experience average GDP growth of 3.6% from 2003 to 2004 and 3.4% through 2006. The Alberta government has responded to the strain this growth will have on public facilities and infrastructure by allocating approximately $5.5 billion over the next three years for improvement and expansion projects.

In addition to expenditures by provincial and municipal governments, the success of the energy industry in western Canada is leading to the commercial development of many urban centers in northern British Columbia, specifically Fort St. John, and Alberta, particularly Edmonton, Calgary and Fort McMurray. As of October 2003, the inventory of commercial, retail and residential projects in Alberta was valued at approximately $3 billion.

Equipment

We operate and maintain over 400 pieces of heavy equipment, including crawlers, graders, loaders, mining trucks, compactors, scrapers and excavators, as well as over 450 support vehicles, including various service and maintenance vehicles. The equipment is in good condition, normal wear and tear excepted.

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The following table sets forth our fleet of heavy equipment as of September 30, 2003:

		Average		Number in Fleet
Category	Manufacturer	Capacity(a)	Horsepower
Mining and site preparation:
Articulating trucks	Caterpillar, Hitachi	34 tons	322	20
Mining trucks	Caterpillar, Euclid/Hitachi, Titan	170 tons	1,625	58
Shovels	Hitachi, O&K	42 cubic yards	3,050	4
Excavators	Komatsu, John Deere, Hitachi, Caterpillar	3 cubic yards	307	83
Crawler tractors	John Deere, Komatsu, Caterpillar	n/a	299	54
Graders	Caterpillar	n/a	275	14
Scrapers	Caterpillar	n/a	450	14
Loaders	Michigan, Caterpillar, Case, Volvo, Komatsu, John Deere	3 cubic yards	140	37
Skidsteer loaders	Case, Melroe, Skidsteer, Gehl, John Deere	1 cubic yard	87	38
Packers	Caterpillar, Ingersoll Rand	28,500 lbs	173	15
Pipeline:
Snow cats	Terra Tucker	n/a	174	1
Trenchers	Barber Green	n/a	330	2
Pipelayers	John Deere, Caterpillar	110,000 lbs	263	28
Piling:
Drill rigs	Texoma, Drilling Technique Ltd., Soil Mec, Watson 2500	76 ft(b)	194	26
Cranes	P&H, Link-Belt, American, Sumitomo, Bucyrus, Lima	64 tons	196	17
			Total:	411

(a) Capacities are weighted by fleet

(b) Drill depth

We have the largest fleet of off-highway construction and mining trucks in the Fort McMurray area. We operate 87 of these large earthmoving vehicles that have a total hauling capacity of 10,740 tons; our closest independent competitor has 22 trucks that have a total hauling capacity of 4,940 tons. With respect to the magnitude of our fleet in comparison to the major operators in the oil sands the hauling capacities of each are as follows: Syncrude Canada Ltd. (16,680 tons), Suncor Energy Inc. (18,900 tons) and Albian Sands Energy Inc. (9,880 tons). Our extensive fleet of off-highway trucks allows us to respond to our customers’ requirements in a cost efficient manner while providing a barrier to entry for our competitors.

We attempt to optimize fleet utilization by pooling equipment for use by all business units. We regularly rent our labor and available assets to many clients who intermittently require additional equipment for their mining activities. Providing rental arrangements to clients maximizes equipment utilization and strengthens client relationships. We view these arrangements as an important first step toward obtaining contract mining work from these clients.

We believe that we are an industry leader in equipment maintenance, repair and refurbishment operations. Our fleet of earthmoving and heavy construction equipment is subjected to a stringent maintenance program. We constantly evaluate the maintenance requirements of our equipment fleet and consistently replace or refurbish key components of each significant piece of equipment to maximize the efficiency of the fleet and ensure that we have the equipment available to meet our customers’ demands. For the twelve months ended

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September 30, 2003, and the fiscal years ended March 31, 2003, 2002 and 2001, we spent $53.9 million, $44.1 million, $50.0 million, and $33.8 million, respectively, to maintain our equipment in superior working condition. We possess a relatively young mining equipment fleet with an average life of 4.6 years. We estimate the market value of our equipment and support vehicles we would have owned on an as adjusted basis as of September 30, 2003 was approximately $169 million. Because a substantial portion of the fleet’s value is based on the age and condition of the major components of each piece of equipment, our rigorous maintenance and refurbishment schedules help maintain the value of our equipment despite its utilization.

Customers

We derive a significant amount of our revenues from a small number of major and independent oil and gas companies. Our customer base includes major integrated energy companies such as Syncrude, Albian, EnCana and Suncor. We also have large mining customers outside of the Alberta oil sands. For example, we are currently performing a coal mine services contract for Kemess Mines Ltd. with an estimated value of over $15 million. We also perform commercial construction-related services for other customers in the public and private sectors. Our largest customer, Syncrude, accounted for 65%, 64%, 38% and 16%, of our revenues for the twelve months ended September 30, 2003 and the fiscal years ended March 31, 2003, 2002 and 2001, respectively. Collectively, our largest five customers represented approximately 94%, 93%, 88% and 87% of our revenues for the same periods.

Contracts

We complete work under the following types of contracts: cost plus, time and materials, unit price and fixed price. Each contract contains a different level of risk associated with its formation and execution.

A cost plus contract is where all work is completed based on actual costs incurred to complete the work. These costs include all labor, equipment, materials and any subcontractor’s costs. In addition to these direct costs all site and corporate overheads costs are charged to the job. An agreed upon fee in the form of a fixed percentage is then applied to all costs charged to the project. This type of contract is utilized where the project involves a large amount of risk or the scope of the project cannot be readily determined. For the twelve months ended September 30, 2003, approximately 7% of our revenue was generated from this type of contract.

A time and materials contract involves taking all the components of a cost plus job and rolling them into rates for the supply of labor and equipment. In this regard, all components of the rates are fixed and we are compensated for each hour of labor and equipment supplied. The risk associated with this type of contract is the estimation of the rates and incurring expenses in excess of a specific component of the agreed upon rate. Therefore, any overrun must come out of the fixed margin included in the rates. For the twelve months ended September 30, 2003, approximately 63% of our revenue was generated from this type of contract.

A unit price contract is utilized in the execution of projects with large repetitive quantities of work to be completed and is commonly utilized for site preparation, mining and pipeline work. We are compensated for each unit of work we perform. Within the unit price contract, there is an allowance for labor, equipment, materials and any subcontractor’s costs. Once these costs are calculated, we add in any site and corporate overheads along with an allowance for the

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margin we want to achieve. The risk associated with this type of contract is in the calculation of the unit costs with respect to achieving the required production in the execution phases of the project. For the twelve months ended September 30, 2003, approximately 25% of our revenue was generated from this type of contract.

A fixed price, or lump sum, contract is utilized when a detailed scope of work is known for a specific project. Thus, the associated costs can be readily calculated and a firm price provided to the customer for the execution of the work. The risk lies in the fact that there is no escalation of the price if the work takes longer or more resources are required than were estimated in the established price. The price is fixed regardless of the amount of work required to complete it. For the twelve months ended September 30, 2003, approximately 5% of our revenue was generated from this type of contract.

In addition to the contracts listed above, we also use master service agreements for work in the oil and gas sector where the scope of the project is not known and timing is critical to ensure the work gets completed. The master service agreement is a form of a time and materials agreement that specifies what rates will be charged for the supply of labor and equipment to undertake work. The agreement does not identify any specific scope or schedule of work. In this regard, the customer’s representative establishes what work is to be done at each location. We use master service agreements with the work we perform for Encana.

We also complete a substantial amount of work as subcontractors where we are governed by contracts to which we are not a party. These subcontracts vary in type and conditions with respect to the pricing and terms and are governed by one specific prime contract that governs a large project generally. In such cases, the contract with the subcontractors contains more specific provisions regarding a specified aspect of a project.

Major Suppliers

We have preferred supplier relationships with the following equipment suppliers: Finning Canada Ltd. (45 years), Wajax Industries Ltd. (20 years) and Brandt Tractor (30 years). Finning Canada Ltd. is a major heavy equipment Caterpillar dealer for Canada. In addition to the supply of new equipment, they are also a major supplier for equipment rentals, parts and service labor. Wajax Industries Ltd. is a major Hitachi equipment supplier to us for both mining and construction equipment. We purchase or rent John Deere equipment, including excavators, loaders and small bulldozers, from Brandt Tractor.

Competition

Our business is competitive in each of our markets. The majority of our new business is awarded to us based on past client relationships without a formal bidding process, in which typically a small number of pre-qualified firms submit bids for the project work. Factors that impact competition include price, safety, reliability, scale of operations, availability and quality of service. Most of our clients and potential clients in the oil sands area operate their own heavy mining equipment fleet. However, these operators have consistently contracted for a significant portion of their site preparation and mining operations and other construction services.

Our principal competitors in the site preparation and mining segment include Cross Construction, Klemke Mining Corporation, Ledcor Limited, Neegan Development Corporation Ltd., Peter Kiewit & Sons, Tercon, Sureway and Thompson Brothers Ltd. The main competition to our deep foundation piling operations comes from Agra Foundations and Double Star. The primary competitors in the pipeline installation business include Ledcor, Washcuk and Midwest Pipelines. Voice and IGL Industrial Inc. are the major competitors in the underground utilities segment.

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In the public sector, we compete against national firms and there is usually more than one competitor in each local market. Most of our public sector customers are local governments that are focused on serving only their home regions. Competition in the public sector continues to increase and we typically choose to compete on projects only where we can leverage equipment and operating strengths to secure profitable business.

Properties and Facilities

We own and lease a number of buildings and properties for use in our business. Our administrative functions are located at our headquarters near Edmonton, Alberta, which also houses a major equipment maintenance facility. Project management and equipment maintenance are also performed at regional facilities in Calgary and Fort McMurray, Alberta; Vancouver, Fort Nelson and Prince George, British Columbia; and Regina, Saskatchewan. We occupy office and shop space in British Columbia, Alberta and Saskatchewan under leases which expire between 2004 and 2009, subject to renewal and termination rights as provided under the particular leases. We also occupy, without charge, some customer-provided lands.

Address	Function	Owned or Leased
Acheson Industrial Park #2 53016 – Hwy. 60 Spruce Grove, Alberta	Corporate headquarters and major equipment repair facility	Leased (a)
2289 Alyth Place S.E. Calgary, Alberta	Regional office and equipment repair facility – piling operations	Building Owned Land Leased (b)
Syncrude Mine Site, South End Fort McMurray, Alberta	Regional office and major equipment repair facility – earthworks and mining operations	Building Owned Land Provided
Syncrude Plant Site Fort McMurray, Alberta	Satellite office and minor repair facility – all operations	Building Rented (c) Land Provided
Aurora Mine Site Fort McMurray, Alberta	Satellite office and equipment repair facility – all operations	Repair Facility Owned Office Rented (d) Land Provided
Albian Sands Mine Site Fort McMurray, Alberta	Satellite office and equipment repair facility – all operations	Building Leased (e) Land Provided
9076 River Road Delta, British Columbia	Regional office and equipment repair facility – piling operations	Building Owned Land Leased (f)
2150 Steel Road	Regional office for all business units	Leased (g)
Prince George, British Columbia
4307 55th Street Fort Nelson, British Columbia	Satellite office – pipeline operations	Leased (h)
2010 Industrial Drive Sherwood Industrial Park Regina, Saskatchewan	Regional office and equipment repair facility – piling operations	Leased (i)

(a) Lease expires November 30, 2007.

(b) Lease expires December 31, 2005.

(c) Term of rental through November 30, 2009.

(d) Term of rental through November 30, 2009.

(e) Lease expires November 30, 2009.

(f) No formal lease.

(g) Lease expires March 31, 2004.

(h) Lease expires July 10, 2008.

(i) Lease expires March 14, 2008.

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Our locations were chosen for their geographic proximity to major customers. This proximity allows us to build on strong relationships with customers and create a presence in the regional marketplace. We believe the owned, leased and rented properties are sufficient to meet our needs for the foreseeable future.

Law and Regulations and Environmental Matters

Many aspects of our operations are subject to various federal, provincial and local laws and regulations, including, among others, (1) permitting and licensing requirements applicable to contractors in their respective trades, (2) building and similar codes and zoning ordinances, (3) laws and regulations relating to consumer protection, and (4) laws and regulations relating to worker safety and protection of human health. We believe we have all material required permits and licenses to conduct our operations and are in substantial compliance with applicable regulatory requirements relating to our operations. Our failure to comply with the applicable regulations could result in substantial fines or revocation of our operating permits.

Our operations are subject to numerous federal, provincial and municipal environmental laws and regulations, including those governing the release of substances, the remediation of contaminated soil and ground water, vehicle emissions and air and water emissions. These laws and regulations are administered by federal, provincial and municipal authorities, such as Alberta Environment, Saskatchewan Environment, the British Columbia Ministry of Water, Land and Air Protection and other governmental agencies. The technical requirements of these laws and regulations are becoming increasingly complex and stringent, and meeting these requirements can be expensive. The nature of our operations and our ownership or operation of property expose us to the risk of claims with respect to such matters, and there can be no assurance that material costs or liabilities will not be incurred with such claims. For example, some laws can impose strict, joint and several liability on past and present owners or operators of facilities at, from or to which a release of hazardous substances has occurred, on parties who generated hazardous substances that were released at such facilities and on parties who arranged for the transportation of hazardous substances to such facilities. If we were found to be a responsible party under these statutes, we could be held liable for all investigative and remedial costs associated with addressing such contamination, even though the releases were caused by a prior owner or operator or third party. Our leases typically include covenants which obligate us to comply with all applicable environmental regulations and to remediate any environmental damage caused to the leased premises. In addition, claims alleging personal injury or property damage may be brought against us as a result of alleged exposure to hazardous substances resulting from our operations. Capital expenditures relating to environmental matters during the fiscal years ended March 31, 2001 through 2003 were not material. We do not currently anticipate any material adverse effect on our business or financial position as a result of future compliance with existing environmental laws and regulations to which we are subject. Future events, however, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations may require us to make additional expenditures which may be material.

Employees and Labor Relations

We currently have over 100 full-time permanent and 1,100 hourly employees. We also utilize the services of subcontractors in our construction business. Approximately 10% to 15% of the construction work we do is done through subcontractors. Approximately 900 employees are members of various unions and work under collective bargaining agreements. The majority of our work is done through employees governed by a collective bargaining agreement with the

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International Union of Operating Engineers Local 955, the primary term of which expires on October 31, 2004, and under a collective bargaining agreement with the Road Building and Heavy Construction Association and the International Union of Operating Engineers Local 955, the primary term of which expires on February 28, 2007. We are subject to other industry and specialty collective agreements under which we complete work, the primary terms of some of which have expired. The agreements, however, continue from year-to-year unless terminated by a strike or lockout. We have no indication of a pending strike or lockout, and those employees are continuing to work while a new collective bargaining agreement is negotiated. We cannot estimate when that will occur. We believe that our relationships with all our employees, both union and non-union, are generally excellent. In addition, we have never experienced a strike or lockout.

Legal Proceedings

From time to time, we are a party to litigation and legal proceedings that we consider to be a part of the ordinary course of business. While no assurance can be given, we believe that, taking into account reserves and insurance coverage, none of the litigation or legal proceedings in which we are currently involved could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations. We may, however, become involved in material legal proceedings in the future.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age and position held by our directors and executive officers, who are also the directors and executive officers of NACG Holdings Inc. and NACG Preferred Corp. Each director is elected for a one-year term or until such person’s successor is duly elected and qualified.

Name	Age	Position
Gordon Parchewsky	53	President and Director
Vincent Gallant	45	Vice President, Finance
William Koehn	41	Vice President, Operations
William C. Oehmig	54	Chairman
John D. Hawkins	39	Director
Jean-Pierre L. Conte	40	Director
Peter Schweinfurth	42	Director
K. Rick Turner	45	Director
John A. Brussa	46	Director
Jim G. Gardiner	59	Director
Donald R. Getty	70	Director
Martin Gouin	42	Director
Gary K. Wright	58	Director

Gordon Parchewsky is President of North American Construction Group Inc., a position he has held since 2002, and will also be President of North American Energy Partners Inc. Prior to serving in his current capacity, Mr. Parchewsky was Vice President of Operations from 1984 to 2002 and has been employed by North American Construction Group Inc. since 1971. Mr. Parchewsky has over 30 years of high-level management experience in the heavy construction industry with North American Construction Group Inc. Mr. Parchewsky has managed numerous civil, industrial, pipeline and mine related projects throughout his career. He has been a board member for numerous industry associations including the Canadian Construction Association, Western Canada Roadbuilders Association, Alberta Roadbuilders and Heavy Construction Association and Alberta Chamber of Resources. Mr. Parchewsky graduated in 1971 from the University of Alberta with a Bachelor of Science Degree in Civil Engineering.

Vincent Gallant is Vice President, Finance, a position he has held since the beginning of 1997 and will also be Vice President, Finance of North American Energy Partners Inc. Mr. Gallant has been instrumental in providing financial analysis and reporting, as well as guiding the financing of our growth over the last six years. Prior to joining North American Construction Group Inc., Mr. Gallant served for three years as Controller of Edmonton Telephones and seven years with Alberta Energy Company Ltd., the last two years as Comptroller. Mr. Gallant graduated from the University of Alberta in 1980 with a Bachelor of Arts Degree, majoring in economics. He has been a Canadian Chartered Accountant since 1983 and worked on the professional staff of Peat, Marwick, Mitchell and Company from 1980 until 1985.

William Koehn is Vice President, Operations, a position he has held since 2002, and will also be Vice President, Operations of North American Energy Partners Inc. Prior to 2002, Mr. Koehn had served as Ft. McMurray Regional Manager since 1997, before which he had served as Project Manager since 1992. Before joining North American Construction Group Inc., he was a Senior Civil Engineer with Quintette Coal Limited. Mr. Koehn joined Quintette in 1986. Mr. Koehn has extensive working knowledge of the oil sands industry and has completed various

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projects involving oil sands operations, underground piping and piling. He graduated from the University of Alberta in 1983 with a Bachelor of Science Degree in Civil Engineering and recently completed his Masters Degree in Construction Engineering and Management. Mr. Koehn has over 16 years of earthworks and mining experience.

William C. Oehmig, Chairman, has been a Principal with The Sterling Group, L.P. since 1984, having worked previously in banking, mergers and acquisitions, and as Chief Executive Officer and Chief Financial Officer of several companies. Mr. Oehmig has served as Chairman of Royster Company and PM Holdings Corp. (parent of Purina Mills, Inc.), chaired the executive committee of SDI Holdings, Inc. (parent of Sterling Diagnostic Imaging, Inc.) and Airtron, Inc., and served on the boards of Walter International, an international oil and gas company; Atlantic Coast Airlines, a regional passenger airline; and Rives Carlberg, an advertising firm. He currently serves as Chairman of the Board of Exopack Holding Corp. Mr. Oehmig is also Past Chairman of the board of trustees at The Baylor School in Chattanooga, Tennessee. Mr. Oehmig received his B.B.A. in Economics from Transylvania University and his M.B.A. from the Owen Graduate School of Management at Vanderbilt University.

John D. Hawkins has been a Principal with The Sterling Group, L.P. since 1999. Mr. Hawkins joined Sterling as an Associate in 1992. From 1986 to 1990, he was on the professional staff of Arthur Andersen & Co. Mr. Hawkins currently serves on the board of Exopack Holding Corp. He also serves on the board of trustees of St. Paul’s Methodist Foundation. Mr. Hawkins received a B.S.B.A. in Accounting from the University of Tennessee and an M.B.A. with honors from the Owen Graduate School of Management at Vanderbilt University.

Jean-Pierre L. Conte has been the Chairman since 2001, and Managing Director since 2000, of Genstar Capital, L.P. and a Managing Director of Genstar Capital LLC since 1996. Mr. Conte joined Genstar in 1995. From 1989 to 1995, Mr. Conte was a Principal at The NTC Group, Inc., a private-equity firm focused on industrial technology companies. Previously he worked in corporate finance and mergers and acquisitions at Drexel Burnham Lambert and Chase Manhattan Bank. He is the Chairman of the Board of both PRA International, Inc. and BioSource International, Inc. (Nasdaq: BIOI) and a director of Installs inc, LLC. Mr. Conte earned an M.B.A. from Harvard University Graduate School of Business and a B.A. from Colgate University.

Peter Schweinfurth has been a Managing Director of Perry Strategic Capital Inc., the private equity arm of Perry Capital, a private investment firm, since 2000. From 1998 to 2000, Mr. Schweinfurth was a Vice President of Kelso & Company, a leading U.S. private equity firm, which he joined in 1988. He is currently a director of several private companies. Mr. Schweinfurth received an A.B. in Economics cum laude general studies from Harvard College in 1983 and an M.B.A. from the Amos Tuck School at Dartmouth College in 1987.

K. Rick Turner has been a Principal of Stephens Group, Inc.’s merchant banking activities since 1990. Mr. Turner joined Stephens in 1983. His areas of focus have been oil and gas exploration, natural gas gathering, processing industries and power technology. Prior to joining Stephens in 1983, he was employed by Peat, Marwick, Mitchell and Company. Mr. Turner currently serves as a director of Atlantic Oil Corporation, SmartSignal Corporation, Neucoll, Inc., Jebco Seismic LLC and the general partner of LaGrange Energy, LP. Mr. Turner earned his Bachelor of Science in Business Administration at the University of Arkansas and is a Certified Public Accountant.

John Brussa is a senior partner, and Head of the Tax Department, at the law firm of Burnet, Duckworth & Palmer LLP, a leading natural resource and energy law firm located in Calgary. Mr.

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Brussa currently serves as a director of a number of natural resource and energy companies, several mutual fund trusts, and non-profit or charitable organizations. Mr. Brussa received his Bachelor of Laws Degree from the University of Windsor.

Jim G. Gardiner is currently President of Fording Canadian Coal Trust and Fording Inc., an operating subsidiary of the Trust. He is also President and Chief Executive Officer of Elk Valley Coal Partnership. From 1993 to 2003, he was President and Chief Executive Officer of predecessor corporations to the Fording Trust. He is the past Chairman of the Coal Industry Advisory Board of the International Energy Agency, a past member of the Sectoral Advisory Group in International Trade (SAGIT), Energy, Chemical and Plastics Division, the past Chairman of the Coal Association of Canada, and past Deputy Chairman of the World Coal Institute.

Donald R. Getty is President and Chief Executive Officer of Sunnybank Investments Ltd., a private investment and consulting firm based in Edmonton. Mr. Getty has held this position since the end of 1992 when he retired as Premier of Alberta. Mr. Getty was the 11th Premier of Alberta, a position in which he served from 1985 to 1992. As Premier of Alberta, Mr. Getty’s government was successful in emphasizing development of non-conventional oil projects, among other initiatives. Before serving as Premier of Alberta, Mr. Getty had a distinguished career in both the public and private sectors. Mr. Getty graduated with honors from the University of Western Ontario with a degree in Business Administration. He currently serves on the boards of Guyanor Resources, S.A., Mera Petroleum Inc., Cen-Pro Technologies Ltd., Nationwide Resources and is a director and Vice-chairman of Horse Racing Alberta. In addition, Mr. Getty is an Officer of the Order of Canada and a member of the Alberta Order of Excellence.

Martin Gouin was President and Chief Executive Officer of North American Construction Group Inc. from 1995 to 2003. Prior to becoming President and Chief Executive Officer in 1995, Mr. Gouin held numerous positions at North American Construction Group Inc., including Vice-President, Operations. He has 24 years of experience servicing the oil sands industries. He has been a director of numerous companies serving the metals and plastics industries and was president of Cynergy Fireplace International for three years prior to divesting the operation in 1988. Mr. Gouin attended the University of Alberta and majored in economics.

Gary K. Wright is President of LNB Energy Advisors, a unit of The Laredo National Bank, a position he has held since 2001. From 1998 to 2001, Mr. Wright was North American Senior Credit Officer for the Global Oil and Gas Group of Chase Manhattan Bank. From 1992 to 1998, he served as Managing Director and Senior Client Manager in the Southwest. Between 1990 and 1992, Mr. Wright was Manager of the Chemical Bank Worldwide Energy Group. Prior to that he held various positions with Texas Commerce Bank. Mr. Wright currently serves on the board of Penn Virginia Corporation. He holds a B.S. in Petroleum Engineering from Louisiana State University and a Juris Doctor from Loyola School of Law.

We have invited James R. Gibbs to join our board of directors in January 2004. Mr. Gibbs intends to become one of our directors at that time. Mr. Gibbs has been President and Chief Operating Officer of Frontier Oil since January 1987. He assumed the additional position of Chief Executive Officer on April 1, 1992 and additionally became Chairman of the Board on April 29, 1999. Mr. Gibbs is a member of the board of directors of Smith International, Inc., an oil field service company; an advisory director of Frost National Bank in Houston; a director of Veritas DGC Inc., a seismic service company; and a director of Talon International, an oil and gas company. Mr. Gibbs was elected a director of Frontier Oil in 1985.

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The Board and Board Committees

Our board supervises the management of North American Energy Partners Inc. as provided by Canadian law.

NACG Holdings Inc.’s board expects to establish the following committees:

• The Executive Committee, which will possess all the powers and authority of NACG Holdings Inc.’s board with respect to the management and direction of the business and affairs of NACG Holdings Inc., except as limited by Section 115(3) of the Canada Business Corporations Act;

• The Audit Committee, which will recommend independent public accountants to NACG Holdings Inc.’s board, review the annual audit reports of NACG Holdings Inc. and review the fees paid to NACG Holdings Inc.’s chartered accountants. The Audit Committee will report its findings and recommendations to the board for ratification; and

• The Compensation Committee, which will be charged with the responsibility for supervising executive compensation policies for NACG Holdings Inc. and its subsidiaries, administering the employee incentive plans, reviewing officers’ salaries, approving significant changes in executive employee benefits and recommending to the board such other forms of remuneration as it deems appropriate.

NACG Holdings Inc.’s board, acting as a committee of the whole board, will have the responsibility for considering nominations for prospective board members of each of NACG Holdings Inc., NACG Preferred Corp. and us. The board will consider nominees recommended by other directors, shareholders and management, provided that nominations by shareholders are made in accordance with NACG Holdings Inc.’s bylaws. NACG Holdings Inc.’s board may also establish other committees.

Director Compensation

Directors of NACG Holdings Inc. and North American Energy Partners Inc. will each receive an annual aggregate retainer of $25,000 and a fee of $1,000 for each meeting of the board or any committee thereof that they attend, and will be reimbursed for reasonable out-of-pocket expenses incurred in connection with their services pursuant to NACG Holdings Inc.’s policies. In addition, the directors are expected to participate in an incentive stock option plan. Martin Gouin and directors who are also our employees will not receive director compensation.

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Executive Compensation

The following summary compensation table sets forth the total value of compensation earned by our chief executive officer and each of the other four most highly compensated executive officers as of March 31, 2003, collectively called the named executive officers, for services rendered in all capacities to us for the fiscal years ended March 31, 2003, 2002 and 2001.

Summary Compensation Table

	Annual Compensation
Name and Principal Position	Fiscal Year	Salary		Bonus		Other Annual Compensation
Gordon Parchewsky	2003	$	144,000	$	275,000	(a	)
President	2002		138,000		300,000	(a	)
	2001		120,000		275,000	(a	)
William Koehn	2003		132,000		275,000	(a	)
Vice President, Operations	2002		132,600		300,000	(a	)
	2001		118,800		250,000	(a	)
Vincent Gallant	2003		126,000		225,000	(a	)
Vice President, Finance	2002		122,250		250,000	(a	)
	2001		111,000		225,000	(a	)
James Humphries	2003		123,000		110,000	(a	)
Division Manager, Piling	2002		115,350		125,000	(a	)
	2001		103,800		200,000	(a	)
Robert Cochrane	2003		114,000		90,000	(a	)
Division Manager, Pipeline	2002		118,350		140,000	(a	)
	2001		112,800		90,000	(a	)

(a) The amount of other annual compensation does not exceed the lesser of $50,000 and 10% of the salary and bonus for the fiscal year. The executive officers did not receive any long-term compensation during the periods indicated.

Retention Bonus

Norama Inc., the parent of Norama Ltd., paid each of Messrs. Parchewsky, Koehn and Gallant upon closing of the acquisition a $750,000 transaction bonus and will pay a retention bonus of $750,000 at the end of three years after the closing of the acquisition, provided they are still employed by us. In addition, upon the closing, we paid each of Messrs. Parchewsky, Koehn and Gallant a $250,000 performance bonus.

Annual Incentive Plan

NACG Holdings Inc. expects to establish a management incentive plan shortly after closing the acquisition. The incentive plan will be administered by the compensation committee of the board of directors. The plan will establish a bonus pool to be paid to participants if a target level of financial performance is achieved. If our actual financial performance exceeds or falls short of the targeted level of performance, the amount of the pool available to be paid will increase or decrease, respectively. The compensation committee will recommend to the board of directors the total pool, the target financial performance, the participants and each participant’s share of the potential pool.

Stock Option Plan

NACG Holdings Inc. expects to adopt a stock option plan, subject to the approval by the holders of a majority of its common shares. The stock option plan will be administered by the compensation

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committee of the board of directors. Option grants under the option plan may be made to directors and key employees selected by the compensation committee. The total number of common shares subject to options granted under the option plan is initially expected to be approximately 5% of NACG Holdings Inc. common shares on a fully diluted basis. The option plan will provide for the discretionary grant of options to purchase common shares. The exercise price of stock options must not be less than the fair market value of common shares on the date of grant, as determined by the committee in its sole discretion. The committee may provide that the options will vest immediately or in increments over a period of time.

Profit Sharing Plan

NACG Holdings Inc. expects to establish a profit sharing plan covering all full-time salaried employees, including executive officers. The profit sharing plan will be administered by the compensation committee. Amounts paid under the profit sharing plan will constitute taxable income in the year received and will be based on our financial performance over a period of time to be determined. The compensation committee will recommend to the board of directors for approval, a target level of financial performance to be achieved and an amount to be set aside for profit sharing if the target is met. If financial performance exceeds this minimum level, we may make distributions to employees. The compensation committee may change the amount set aside for profit sharing and the proportion of such amount allocate to an individual employee or group of employees.

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RELATED TRANSACTIONS

Advisory Services Agreement

Pursuant to an agreement among The Sterling Group, L.P., Genstar Capital, L.P., Perry Strategic Capital Inc., and Stephens Group, Inc., referred to in the agreement as the “sponsors,” and NACG Holdings Inc. and certain of its subsidiaries, including us, referred to in the agreement as the “companies,” the sponsors provided consulting and advisory services with respect to the organization of the companies, the structuring of the transactions, employee benefit and compensation arrangements and other matters. The agreement also provides that each of the companies, jointly and severally, will indemnify the sponsors against liabilities relating to their services. Under the agreement, for these services, we paid, at the closing of the transactions, a one-time transaction fee of US$3.0 million to Sterling and a one-time transaction fee of US$3.0 million to be shared among the sponsors and BNP Paribas Private Capital Group on a pro rata basis in accordance with their respective equity commitments to NACG Holdings Inc., and the companies reimbursed the sponsors for their expenses. Under the agreement, at the closing of the transactions, we paid to the sponsors a pro rated management fee for the period from closing until March 31, 2004 totaling approximately $133,000. In addition, the agreement provides that on each June 30 through June 30, 2013, we will pay the sponsors whose services have not terminated in accordance with the agreement, as a group, an annual management fee in cash totaling the greater of $400,000 and 0.5% of our EBITDA for the previous twelve month period ended March 31.

In addition, the agreement provides that if any one or more of the companies determines within ten years of the date of the closing of the transactions to acquire any business or assets having a value of US$1.0 million or more, referred to in the agreement as a “future corporate transaction,” or to offer its securities for sale publicly or privately or to otherwise raise any debt or equity financing, referred to in the agreement as a “future securities transaction,” the relevant company will retain one or more of the sponsors, whose services have not been terminated in accordance with the agreement, as a group, as consultants with respect to the transaction. For any future corporate transactions, the relevant sponsors are entitled under the agreement to receive a fee in the amount of 1% of the aggregate consideration paid for the acquisition plus the aggregate amount of assumed liabilities and, regardless of whether such future corporate transaction is consummated, any expenses or fees incurred by any sponsor in connection therewith. For any future securities transactions, the relevant sponsors are entitled to receive under the agreement a fee in the amount of 0.5% of the aggregate gross proceeds to the companies from such transaction and, regardless of whether such future securities transaction is consummated, any expenses or fees incurred by any sponsor in connection therewith.

Shareholders Agreement

In connection with the offering of common shares of NACG Holdings Inc., it is expected that employees of NACG Holdings or any of its subsidiaries who purchase common shares will enter into an employee shareholders agreement and all other purchasers will enter into an investor shareholders agreement. The shareholders agreements include the following provisions:

Certain Transfers/Rights of First Refusal and Tag Along Rights

Except for certain permitted transfers, the investor shareholders agreement permits the shareholders who are parties to that agreement to transfer their common shares or any interest

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therein only upon receipt of a written bona fide third-party offer and after offering such shares first to NACG Holdings Inc. and then to the other shareholders that are parties to the agreement at the price and on the terms specified in the third-party offer and offering such other shareholders the right to participate in such transfer on a pro-rata basis. In the event that NACG Holdings Inc. and the other shareholders do not accept all of the shares subject to the offer and the other shareholders expect not to participate in such transfer, the offering shareholder may transfer any remaining shares to the third party on no more favorable terms than those specified in the offer for a limited period of time.

Except for certain permitted transfers, the employee shareholders agreement permits the shareholders who are parties to that agreement to transfer their common shares or any interest therein only (1) upon receipt of a written bona fide third-party offer, (2) after the shareholder has held the shares subject to the agreement for at least two years and (3) after offering such shares to NACG Holdings Inc. at the price and on the terms specified in the third-party offer. In the event that NACG Holdings Inc. does not accept all of the shares subject to the offer, the offering shareholder may transfer any remaining shares to the third-party on no more favorable terms than those specified in the offer for a limited period of time. Also, if an employee shareholder is for any reason no longer employed by NACG Holdings Inc. or any of its subsidiaries before the two-year anniversary of the date the holder becomes a party to the agreement, the holder must sell all of his or her shares to NACG Holdings Inc. at the then fair market value of the shares.

Approved Sales

Each shareholders agreement contains provisions requiring all shareholders who are parties thereto to join in any control disposition, as defined below, to or with an independent third party, as defined below, or group of independent third parties and requiring their consent to the sale of all or substantially all of the consolidated assets of NACG Holdings Inc. and its subsidiaries to an independent third party or a group of independent third parties, in either case if the transaction is approved by the holders of at least two-thirds of the shares subject to the investor shareholders agreement and if, pursuant to the transaction, all of such holders are entitled to receive the same form and amount of consideration with respect to their shares. Each holder that is a party to either agreement agrees to consent to and raise no objections to such an approved transaction, to waive any dissenter’s rights or similar rights and to sell the common shares held by such holder on the terms and conditions approved. A control disposition is defined as any disposition or series of related dispositions which would have the effect of transferring to any transferee or group beneficial ownership of a number of common shares of NACG Holdings Inc. (a) that exceeds 40% of the then-outstanding common shares, on a fully-diluted basis, or (b) if thereafter the proposed transferee would directly or indirectly have beneficial ownership of 50% or more of all the then outstanding common shares, on a fully-diluted basis. An independent third party is defined as any person that does not own more than 5% of the outstanding shares of NACG Holdings Inc. on an as-if converted basis, and any person that is not affiliated with or associated with any such 5% holder.

Preemptive Rights

Subject to specified exceptions, the investor shareholders agreement provides the holders who are parties thereto preemptive rights in the event of an offering of any capital stock of NACG Holdings Inc. These exceptions include an initial public offering; an approved sale; securities issued upon conversion of convertible securities previously issued in compliance with the agreement; issuances to employees, prospective employees, directors and prospective directors, if approved by the board of directors of NACG Holdings Inc.; issuances of shares resulting in net proceeds to NACG Holdings Inc. of less than an aggregate of US$5.0 million; issuances as consideration for the acquisition of any business entity if NACG Holdings Inc. or

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any of its subsidiaries owns at least a majority of the voting power of the entity being acquired and the acquisition is approved by the board of directors of NACG Holdings Inc.; issuances to any bank, subordinated debt lender, equipment lessor, landlord or other similar financial institution or investor in connection with a loan transaction or equipment lease or similar commercial transaction provided that any such transaction is approved by the board of directors of NACG Holdings Inc.; and issuances in connection with any stock split, stock dividend, distribution or recapitalization by NACG Holdings Inc. The preemptive rights provided under the investor shareholders agreement expire 10 days after the holders receive written notice of the offering, and NACG Holdings Inc. will then have 270 days in which to sell the shares the holders have elected not to purchase.

The employee shareholders agreement does not provide any preemptive rights.

Public Offerings

Each shareholders agreement requires that, at any time that NACG Holdings Inc. is engaged in an underwritten public offering of its securities, each shareholder who is a party to either agreement shall refrain from making any disposition of common shares on a securities exchange or in the over-the-counter or any other public trading market for a period of time not to exceed 180 days. This provision, however, does not limit any shareholder’s right to include common shares held by it in any such underwritten public offering pursuant to any demand or piggyback registration rights that such shareholder may have.

Material Agreements

Each shareholders agreement provides that notwithstanding certain other provisions of the respective agreements permitting transfers of shares, no transfer will be made which would cause, in the reasonable judgment of NACG Holdings Inc., a material breach of or default or acceleration of payments under any agreement to which NACG Holdings Inc. or any of its subsidiaries is a party under which the indebtedness or liability of NACG Holdings Inc. or any of its subsidiaries is more than $1.0 million.

Termination

The employee shareholders agreement will terminate upon any of the following events: (i) our dissolution; (ii) after 10 days notice from us to all the holders party to the agreement; or (iii) a registered public offering of common shares by NACG Holdings Inc. (excluding certain offerings) resulting in net proceeds to it of at least $100 million.

The investor shareholders agreement will terminate upon any of the following events: (i) the dissolution of NACG Holdings Inc.; (ii) any event that reduces the number of shareholders party to the agreement to one in accordance with the terms of the investor shareholders agreement; (iii) a registered public offering of common shares by NACG Holdings Inc. (excluding certain offerings) resulting in net proceeds to it of at least $100 million; or (iv) the written approval of the holders of all common shares subject to the agreement.

Voting and Corporate Governance Agreement

In connection with their purchase of common shares in the offering, NACG Holdings Inc. entered into a voting agreement with affiliates of The Sterling Group, L.P., Genstar Capital, L.P., Perry Strategic Capital Inc. and Stephens Group, Inc. that includes the following provisions:

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Directors

The agreement provides that, as long as a shareholder party to the agreement, along with its affiliates, and various permitted tranferees own at least 50% of the common shares that it initially purchased in the offering of common shares, such shareholder may designate one director of NACG Holdings Inc. In addition, as long as Sterling and various permitted transferees own at least 75% of the common shares that it initially purchased in the offering of common shares, it may designate one additional director. Each shareholder party to the agreement agrees to vote the common shares held by it for each of the designated directors. The shareholder parties to the agreement also agree to vote their common shares in favor of the election to the board of directors of NACG Holdings Inc. of independent directors designated by a specified majority of the shareholder parties to the agreement or their appointed voting representatives. The voting agreement contains similar provisions for the removal of a director designated for removal by the parties to the agreement.

Permitted Transactions

The voting agreement also provides that each shareholder party to the agreement will not, and will not permit any of its affiliates to, enter into, renew, extend or be a party to any transaction or series of transactions with NACG Holdings Inc. or any of its subsidiaries without the prior written consent of the holders of a specified majority of shares subject to the agreement, other than such holder or its affiliates, except for:

• issuances of capital shares pursuant to, or the funding of, employment arrangements, share options and share ownership plans approved by the board of directors of NACG Holdings Inc.;

• the grant of share options or similar rights to employees and directors pursuant to plans approved by the board of directors of NACG Holdings Inc.;

• loans or advances to executive officers approved by the board of directors of NACG Holdings Inc.;

• the payment of reasonable fees to directors of NACG Holdings Inc. and its subsidiaries who are not employees of NACG Holdings Inc. or its subsidiaries in their capacities as board members or members of committees of the board as may be approved by the board;

• any transaction between subsidiaries of NACG Holdings Inc.; and

• the equity registration rights agreement, the shareholders agreement and the advisory services agreement described elsewhere in this prospectus.

Covenants

The agreement provides that NACG Holdings Inc. will not, and will not permit any of its subsidiaries to, engage in specified transactions without the consent of holders of a specified majority of shares subject to the agreement, including, but not limited to:

• issuances of any securities resulting in net proceeds of an aggregate of more than US$5.0 million during the term of the agreement, with some exceptions;

• acquisitions or investments outside the ordinary course of business exceeding US$25.0 million;

• capital expenditures in excess of annually budgeted amounts plus US$10.0 million;

• dividends or repurchases of securities in amounts exceeding an aggregate of US$5.0 million during the term of the agreement, except for dividends on Series A Preferred

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Stock purchases pursuant to the shareholders agreement and purchases of shares issued to employees and directors; and

• mergers, consolidations or amalgamations with any third party, dissolutions, reorganizations and substantive discussions with an investment banking firm regarding an initial public offering.

The agreement also requires approval by a specified vote to change the size of the board of directors of NACG Holdings Inc. and provides certain information rights and board observer rights to shareholders who are parties thereto.

Termination

It is expected that the voting and corporate governance agreement will terminate upon any of the following events: (i) the dissolution of NACG Holdings Inc.; (ii) the occurrence of any event which reduces the number of shareholders party to the agreement to one; (iii) the completion of an underwritten initial public offering of the common shares of NACG Holdings Inc. resulting in aggregate net proceeds of at least $100 million; (iv) the written vote of the holders of all common shares subject to the agreement.

Registration Rights Agreement

Upon consummation of the transactions, NACG Holdings Inc. entered into a registration rights agreement with the holders of qualified registrable securities who are signatories thereto. The registration rights agreement includes the following provisions:

• Piggyback Registrations. After an initial public offering of the common shares of NACG Holdings Inc., the holders of qualified registrable securities will have piggyback registration rights when NACG Holdings Inc. proposes to register such common equity securities in a qualified registration other than a demand registration.

• Demand Registrations. Subject to specified restrictions, after an initial public offering, and upon written request, holders of qualified registrable securities have demand registration rights if such registrable securities to be included have, in the good faith opinion of NACG Holdings Inc., an aggregate fair market value of at least US$20.0 million.

The registration rights agreement also contains customary provisions with respect to registration procedures, indemnification and contribution rights.

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BENEFICIAL OWNERSHIP OF NACG HOLDINGS INC.’S COMMON SHARES

The following table presents certain information regarding the ownership of shares of NACG Holdings Inc.’s common shares by the named executive officers, each director of NACG Holdings Inc. and North American Energy Partners Inc., all directors and officers as a group and each person who is the beneficial owner of more than 5% of the outstanding common shares of NACG Holdings Inc. as of December 17, 2003. All of our capital shares are owned by NACG Preferred Corp., and all of its common shares are owned by NACG Holdings Inc. The Series A Preferred Shares are owned by the sellers in the acquisition following the closing of the transactions. Except as otherwise indicated in the footnotes to the table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated common shares. Except as otherwise indicated, the address of each of the beneficial owners is c/o NACG Holdings Inc., Acheson Industrial Park #2, 53016-Highway 60, Spruce Grove, Alberta, T7X 3G7.

Notwithstanding the beneficial ownership of common shares presented below, the voting agreement governs the exercise of voting rights by the shareholders party to that agreement with respect to election of directors and certain other material events. The parties to the voting agreement agree to vote their shares to elect the board of directors as set forth in the agreement. See “Related Transactions—Voting and Corporate Governance Agreement.”

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Shares		% of Outstanding Common Shares
John A. Brussa	—		—
Jean-Pierre L. Conte	—		—
Vincent Gallant	5,000		0.54
Jim G. Gardiner	—		—
Donald R. Getty	—		—
Martin Gouin	—		—
John D. Hawkins	—		—
William Koehn	5,000		0.54
William C. Oehmig Eight Greenway Plaza, Suite 702 Houston, Texas 77046	13,069		1.41
Gordon Parchewsky	5,000		0.54
Peter Schweinfurth	—		—
K. Rick Turner	—		—
Gary K. Wright 3 Ourlane Court Houston, Texas 77024	980		0.11
Directors and executive officers as a group (13 persons)	29,049		3.14
Sterling Group Partners I, L.P. Eight Greenway Plaza, Suite 702 Houston, Texas 77046	293,731	(a)	31.83
Perry Partners International, Inc. 599 Lexington Avenue New York, New York 10022	103,899	(b)	11.23
Perry Partners, L.P. 599 Lexington Avenue New York, New York 10022	92,136	(c)	9.96
Genstar Capital III, L.P. Four Embarcardero Center, Suite 1900 San Francisco, California 94111	196,035	(d)	21.19
Stephens-NACG LLC	130,690	(e)	14.13
111 Center Street Little Rock, Arkansas 72201
Paribas North America, Inc.	65,345	(f)	7.06
787 Seventh Avenue
New York, New York 10019

(a) Sterling Group Partners I GP, L.P. is the sole general partner of Sterling Group Partners I, L.P.

(b) Perry Corp. is the investment manager of Perry Partners International, Inc. Perry Corp. is an affiliate of Perry Strategic Capital Inc.

(c) Perry Corp. is the managing general partner of Perry Partners, L.P. Perry Corp. is an affiliate of Perry Strategic Capital Inc.

(d) Approximated based on a US $15.0 million (approximately $19.8 million) commitment to purchase common shares in connection with the acquisition, of which Genstar Capital Partners III, L.P. has committed US $14,479,981 and Stargen III, L.P. has committed US $520,019. Genstar Capital III, L.P. is the sole general partner of each of Genstar Capital Partners III, L.P. and Stargen III, L.P., and Genstar III GP LLC is the sole general partner of Genstar Capital III, L.P. Jean-Pierre L. Conte, Richard F. Hoskins and Richard D. Paterson are the managing members of Genstar III GP LLC. In such capacity, Messrs. Conte, Hoskins and Paterson may be deemed to beneficially own shares of common stock beneficially owned, or deemed to be beneficially owned, by Genstar III GP LLC, but disclaim such beneficial ownership.

(e) Stephens Group, Inc. is the sole manager of Stephens-NACG LLC.

(f) Due to regulatory requirements applicable to affiliates of Paribas North America, Inc., the common shares it will own are expected to be non-voting common shares, otherwise like the common shares in all material respects.

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DESCRIPTION OF BANK CREDIT AGREEMENT

General

We have entered into a bank credit agreement with a syndicate of lenders arranged and agented by BNP Paribas and Royal Bank of Canada. On November 26, 2003, the term loan in the amount of $50 million was made and the initial letter of credit, in the amount of $10 million was issued. The lenders have agreed to provide, subject to customary conditions, additional loans and letters of credit under a $70 million revolving credit facility. The following description summarizes the material provisions of the bank credit agreement and does not purport to be complete. A copy of the bank credit agreement is filed as an exhibit to the registration statement of which this prospectus is a part. Letters of credit are limited to $30 million at any time outstanding and borrowings under the revolving credit facility are subject to a borrowing base.

We used the proceeds of the term loans under the bank credit agreement to finance a portion of the purchase price of the acquisition and to pay a portion of the fees and expenses related to the transactions. Proceeds of the revolving loans will be used for working capital and other corporate purposes.

The revolving credit facility and term loan, collectively referred to as the “loans,” may bear interest at the Canadian prime rate, or at a Canadian bankers’ acceptances rate, in each case plus an applicable margin, which is 3.0% in respect of bankers’ acceptances and 2.0% for prime rate advances. Loans that are made by way of bankers’ acceptances are advanced to the borrower on a discount basis. The default rate is the sum of the Canadian prime rate plus 4.0%.

Amortization; Prepayments

All principal on the loans will be due five years after closing of the bank credit agreement and the term loan will be subject to quarterly required amortization beginning on February 29, 2004. Furthermore, the loans are subject to various mandatory prepayments. Mandatory prepayments on the loans are required subject to certain exceptions by an amount equal to: (1) 100% of the net cash proceeds of all asset dispositions by us, (2) 100% of the net cash proceeds from the issuance of debt (other than the notes) by us, (3) 100% of the net cash proceeds from the issuance of equity by us or by NACG Preferred Corp., (4) 100% of all condemnation and insurance proceeds, subject to certain reinvestment rights, (5) 50% of excess cash flow (as defined) for each fiscal year, and (6) such amounts as may be necessary to ensure that outstandings under the revolving credit facility do not exceed the borrowing base. Except in the case of clause (6) above, all such amounts will be applied first to the prepayment of the term loan and thereafter to the prepayment of the revolving loan and the reduction of the commitments thereunder. In the case of clause (6) above, such amounts will be applied to the prepayment of the revolving loan with no reduction of the commitments thereunder. All such mandatory prepayments of the term loan will be applied to the remaining scheduled installments thereof on a pro rata basis.

Accrued interest under the loans will be due monthly. The bank credit agreement allows prepayments with notice and reimbursement for various costs and payment of accrued interest, except that we are not allowed to prepay loans made by way of bankers’ acceptances.

Covenants

The bank credit agreement contains restrictive covenants limiting our ability, and the ability of our subsidiaries to, subject to various exceptions, among other things:

• incur debt, enter into sale and leaseback transactions or contractual contingent obligations;

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• prepay, purchase or otherwise acquire or retire prior to stated maturity the notes or certain other debt or amend the indenture;

• create or allow to exist liens or other encumbrances;

• transfer our assets except for sales and other transfers of inventory or surplus, immaterial or obsolete assets in our ordinary course of business;

• enter into mergers, consolidations and asset dispositions of all or substantially all of our, or any of our subsidiaries’ properties;

• make investments;

• sell, transfer or otherwise dispose of any class of stock or the voting rights of any of our subsidiaries or allow subsidiaries to incur debt or issue stock;

• enter into transactions with related parties other than in the ordinary course of business on an arm’s-length basis on terms no less favorable to us than those available from third parties;

• make any material change in the general nature of the business conducted by us;

• pay dividends or redeem shares of capital stock;

• make capital expenditures; and

• incur lease obligations.

Under the bank credit agreement, we are required to satisfy the following financial covenants:

• a minimum fixed charge coverage ratio of (a) 1.10 to 1.00 through March 31, 2004, (b) 1.20 to 1.00 through June 30, 2004, (c) 1.25 to 1.00 through September 30, 2004, and (d) 1.25 to 1.00 for any four-fiscal quarter period ending between October 1, 2004 and September 30, 2008;

• a minimum interest coverage ratio of (a) 2.10 to 1.00 through March 31, 2004, (b) 2.25 to 1.00 through June 30, 2004, (c) 2.25 to 1.00 through September 30, 2004, (d) 2.50 to 1.00 for any four-fiscal quarter period ending between October 1, 2004 and June 30, 2005, (e) 2.75 to 1.00 for the four-fiscal quarter period ending September 30, 2005, and (f) 3.00 to 1.00 for any four-fiscal quarter period ending between October 1, 2005 and September 30, 2008;

• a minimum EBITDA requirement of (a) $65.0 million for the fiscal quarter ending March 31, 2004, (b) $67.5 million for the fiscal quarter ending June 30, 2004, (c) $70.0 million for the fiscal quarter ending September 30, 2004, (d) $75.0 million for the fiscal quarter ending December 31, 2004, (e) $80.0 million for the fiscal quarter ending March 31, 2005, (f) $82.5 million for the fiscal quarter ending June 30, 2005, (g) $85.0 million for the fiscal quarter ending September 30, 2005, and (h) $90.0 million for each fiscal quarter between October 1, 2005 and September 30, 2008;

• a maximum senior leverage ratio of (a) 1.25 to 1.00 on the last day of each fiscal quarter from January 1, 2004 through June 30, 2005, and (b) 1.00 to 1.00 on the last day of each fiscal quarter from July 1, 2005 through September 30, 2008; and

• a maximum total leverage ratio of (a) 4.25 to 1.00 on the last day of each fiscal quarter from January 1, 2004 through September 30, 2004, (b) 4.15 to 1.00 on December 31, 2004, (c) 4.00 to 1.00 on March 31, 2005, (d) 3.75 to 1.00 on each of June 30, 2005 and September 30, 2005, (e) 3.50 to 1.00 on each of December 31, 2005 and March 31, 2006,

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(f) 3.25 to 1.00 on the last day of each fiscal quarter from April 1, 2006 through March 31, 2007, (g) 3.00 to 1.00 on the last day of each fiscal quarter from April 1, 2007 through December 31, 2007, and (h) 2.75 to 1.00 on the last day of each fiscal quarter from January 1, 2008 through September 30, 2008.

Security; Guarantees

Obligations under the bank credit agreement and certain swaps or hedging arrangements are guaranteed by the same subsidiaries that guarantee the notes, and are secured by a first priority lien on our capital stock and our subsidiaries’ capital stock and on all or substantially all of our assets and the assets of our subsidiaries. The lien on our capital stock is established pursuant to a guarantee by NACG Preferred Corp. with recourse limited to our capital stock.

Events of Default

The bank credit agreement contains customary events of default, including, but not limited to, failure to pay interest, principal, fees or other amounts when due, any material inaccuracy of any representation or warranty, failure to comply with covenants, a cross default, insolvency, bankruptcy events, judgments, dissolution, seizure of assets, various material amendments to the purchase and sale agreement, various amendments to the charter of NACG Preferred Corp., change of control, invalidity of loan documents, failure to maintain a first priority perfected security interest and ownership of assets or conduct of business (except as specifically permitted) by NACG Preferred Corp. or NACG Finance LLC.

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DESCRIPTION OF NOTES

The Company issued the original notes and will issue the exchange notes under an indenture (the “Indenture”) among itself, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the “Trustee”). The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it, and not this summary, defines your rights. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). A copy of the Indenture is filed as an exhibit to the registration statement of which this prospectus is a part. You can find definitions of certain capitalized terms used in this description under “—Certain Definitions.” For purposes of this section, references to the “Company” include only North American Energy Partners Inc. and not its Subsidiaries and, except as otherwise stated in this section, all references to dollars are to Canadian dollars.

Principal, Maturity and Interest

The Notes mature on December 1, 2011. Additional Notes may be issued from time to time, subject to the limitations set forth under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness.” The original notes and the exchange notes constitute, and any additional Notes issued later will constitute, a single series of Notes under the Indenture. Unless the context otherwise requires, for purposes of this Description of Notes, reference to the Notes includes the original notes, the exchange notes and any additional Notes issued later. Interest on the Notes accrues at the rate of 8 ³/4% per annum and is payable semiannually in cash on each June 1 and December 1 commencing on June 1, 2004, to the persons who are registered Holders at the close of business on the May 15 and November 15 immediately preceding the applicable interest payment date. Interest on the Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest on the Notes is computed on the basis of a 360-day year comprised of twelve 30-day months.

The Notes are unsecured senior obligations of the Company, ranking equally in right of payment to all other unsubordinated indebtedness of the Company. The Notes are effectively subordinated to our senior secured Indebtedness, including Indebtedness under our Credit Agreement, to the extent of the value of the collateral securing such Indebtedness.

The original notes were, and the exchange notes will be, initially issued only in registered, book-entry form in denominations of US$1,000 and integral multiples thereof. The global Notes will be issued in denominations that together equal the total principal amount of the outstanding Notes. The Trustee is initially acting as Paying Agent and Registrar for the Notes. The Notes may be presented for registration of transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent and Registrar without notice to holders of record of the Notes (the “Holders”), and the Company may act as paying agent or registrar. The Company will pay principal (and premium, if any) on the Notes at the paying agent’s corporate office in New York, New York. At the Company’s option, interest and liquidated damages under the registration rights agreement, if any, may be paid at the paying agent’s corporate trust office or by check mailed to the registered address of Holders.

The Notes are not entitled to the benefit of any mandatory sinking fund.

Guarantees

The Guarantors jointly and severally guarantee the Company’s obligations under the Indenture and the Notes on a unsecured senior basis. Each Guarantee ranks equally in right of

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payment to all other existing and future unsubordinated Indebtedness of the Guarantor. The Guarantee of each Guarantor is effectively subordinated to all existing and future senior secured Indebtedness of such Guarantor to the extent of the value of the collateral securing such Indebtedness. The obligations of each Guarantor under its Guarantee is limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See “Risk Factors—Risks Related to the Notes and Our Other Indebtedness.”

Each Guarantor may amalgamate or consolidate with or merge into or sell its assets to the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company without limitation, or amalgamate, consolidate, merge or sell its assets to other Persons upon the terms and conditions set forth in the Indenture. See “Certain Covenants—Merger, Consolidation and Sale of Assets.” In the event all of the Capital Stock of a Guarantor is sold by the Company and the sale complies with the provisions set forth in “Certain Covenants—Limitation on Asset Sales,” the Guarantor’s Guarantee will be released. In addition, if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, the Guarantee of such Guarantor will be released.

Separate financial statements of the Guarantors are not included herein because such Guarantors are jointly and severally liable with respect to the Company’s obligations pursuant to the Notes, and the aggregate net assets, earnings and equity of the Guarantors and the Company are substantially equivalent to the net assets, earnings and equity of the Company on a consolidated basis.

Redemption

Optional Redemption. Except as described below, the Notes are not redeemable before December 1, 2007. Thereafter, the Company may redeem the Notes at its option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on December 1 of the year set forth below:

Year	Percentage
2007	104.375	%
2008	102.188	%
2009 and thereafter	100.000	%

In addition, the Company must pay accrued and unpaid interest on the Notes redeemed to the applicable redemption date.

Optional Redemption Upon Public Equity Offerings. At any time, or from time to time, on or prior to December 1, 2006, the Company may, at its option, use the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under the Indenture at a redemption price (expressed as a percentage of the principal amount thereof) equal to 108.750% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1) at least 65% of the principal amount of Notes issued under the Indenture remains outstanding immediately after any such redemption; and

(2) the Company makes such redemption not more than 90 days after the consummation of any such Public Equity Offering.

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“Public Equity Offering” means an underwritten primary public offering of Qualified Capital Stock of Holdings or the Company pursuant to an effective registration statement filed with the Commission in accordance with the Securities Act (excluding registration statements filed on Form S-8) or a prospectus filed with the applicable Canadian Securities Regulators in accordance with applicable Canadian Securities Laws; provided that, in the event of a Public Equity Offering by Holdings, Holdings contributes to the capital of the Company the portion of the net cash proceeds of such Public Equity Offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed as described in the preceding paragraph.

Selection and Notice of Redemption

In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either:

(1) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or,

(2) on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No Notes of a principal amount of U.S.$1,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds of a Public Equity Offering, the Trustee will select the Notes to be redeemed only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Change of Control

Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes, pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase.

Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and

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otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. The Credit Agreement contains and future Indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such Indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require us to repurchase the Notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. In addition, we cannot assure you that in the event of a Change of Control the Company will be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness that may prohibit the offer. In the event the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. There can be no assurance, however, that the Company would be able to obtain such financing. See “Risk Factors—We may be prevented from financing, or may not have the ability to raise funds necessary to finance, the change of control offer required by the indenture.”

Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to the obligation to make a Change of Control Offer. Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property, to make Restricted Payments and to make Asset Sales may make more difficult or discourage a takeover of the Company or Holdings, whether favored or opposed by management of the Company or Holdings. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of Holdings, the Company or any of its Subsidiaries by management. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase the Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Company shall comply with the applicable securities

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laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue thereof.

Redemption for Taxation Reasons

The Indenture provides that the Company may at any time redeem in whole but not in part the outstanding Notes at a redemption price of 100% of the principal amount thereof plus accrued interest to the date of redemption if the Company has become or would become obligated to pay any Additional Amounts (as defined herein) in respect of the Notes or the Guarantees as a result of:

(a) any change in or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or

(b) any change in or amendment to any published administrative position regarding the application or interpretation of such laws or regulations,

which change or amendment is announced or is effective on or after the Issue Date. See “—Additional Amounts.”

Additional Amounts

The Indenture provides that all payments made by the Company or any Guarantor under or with respect to the Notes or the Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, interest, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (“Taxes”), unless the Company or such Guarantor is required to withhold or deduct Taxes under Canadian law or by the interpretation or administration thereof. If, after the Issue Date, the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with the respect to the Notes or the Guarantees, the Company or the Guarantor, as the case may be, will pay as additional interest to each Holder of Notes that are outstanding on the date of the required payments, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amounts such Holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made in respect of a beneficial owner of a Note (an “Excluded Holder”):

(a) with which the Company or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;

(b) that is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere holding of the Notes or the receipt of payments thereunder;

(c) that, despite being required by law, failed to comply with a timely request of the Company or the Holder to provide information concerning such beneficial owner’s nationality, residence, entitlement to treaty benefits, identity or connection with Canada or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable in respect of such beneficial owner but for this clause; or

(d) any combination of the above clauses in this proviso.

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The Company or any Guarantor will also;

(a) make such withholding or deduction; and

(b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

The Company will furnish, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, to the Holders of Notes that are outstanding on the date of the required payment, copies of tax receipts, if any, evidencing that such payment has been made by the Company or any Guarantor, as the case may be. The Company or the Guarantor, as the case may be, will indemnify and hold harmless each Holder of Notes that are outstanding on the date of the required payment (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of:

(a) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or the Guarantee;

(b) any liability (including, without limitation, penalties, interest and expense) arising therefrom or with respect thereto; and

(c) any Taxes imposed with respect to any reimbursement under clause (a) or (b) above but excluding any such Taxes on such Holders’ net income.

At least 30 days prior to each date on which any payment under or with respect to the Notes or the Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor, as applicable, will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in the Indenture there is mentioned, in any context:

(a) the payment of principal (and premium, if any);

(b) purchase prices in connection with a repurchase of Notes;

(c) interest and liquidated damages to be paid on the Notes as more fully described under “Exchange Offer; Registration Rights”, if any; or

(d) any other amount payable on or with respect to any of the Notes or the Guarantees,

such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall occur as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired

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Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0.

The first paragraph of this covenant does not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”), each of which shall be given independent effect:

(1) Indebtedness under the Notes issued on the Issue Date and the related Guarantees and the Notes issued in exchange for the Notes pursuant to the registration rights agreement and the related Guarantees;

(2) Indebtedness incurred pursuant to the (i) term loan facilities of the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $50.0 million, less the amount of any required prepayments thereunder with the Net Cash Proceeds of Asset Sales, and (ii) the revolving portion of the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $70.0 million and (y) the Borrowing Base (as defined in the indenture);

(3) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;

(4) Interest Swap Obligations of the Company or any Restricted Subsidiary of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;

(5) Indebtedness under Currency Agreements;

(6) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture; provided that if as of any date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness in the amount of the Indebtedness no longer so held;

(7) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien other than a Lien permitted under the Indenture; provided that (a) any Indebtedness of the Company to any Wholly Owned Restricted Subsidiary of the Company that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and (b) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness

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not constituting Permitted Indebtedness under this clause (7) by the Company in the amount of the Indebtedness no longer so held;

(8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence;

(9) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bid or performance bonds, completion guarantees, performance guarantees, standby letters of credit, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

(10) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $20.0 million at any one time outstanding;

(11) Refinancing Indebtedness of Indebtedness incurred under clauses (1) and (3) above and the first paragraph of the “Limitation on Incurrence of Additional Indebtedness” covenant;

(12) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under the Indenture;

(13) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; and

(14) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or the accreted value, if applicable) not to exceed $20.0 million at any one time outstanding.

For purposes of determining compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (14) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness shall be treated as incurred only once. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the “Limitation on Incurrence of Additional Indebtedness” covenant. Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed incurred for purposes of this covenant under clause (2).

Limitation on Layering. The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the Guarantee of such Guarantor, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

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Limitation on Restricted Payments. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment, unless, if at the time of such Restricted Payment or immediately after giving effect thereto:

(i) no Default or an Event of Default shall have occurred and be continuing; and

(ii) the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness” covenant; and

(iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property) shall not exceed the sum of:

(v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company for the period (treating such period as a single accounting period) commencing with the first full fiscal quarter after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (the “Reference Date”); plus

(w) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date of Qualified Capital Stock of the Company or warrants, options or other rights to acquire Qualified Capital Stock of the Company (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock) and 100% of the principal amount of any Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness that by its terms is subordinated to the Notes) that has been converted into or exchanged for Qualified Capital Stock of the Company or Holdings (other than to the extent of any Qualified Capital Stock issued to any Restricted Subsidiary of the Company); plus

(x) without duplication of any amounts included in clause (iii)(w) above, 100% of the aggregate net cash proceeds of any equity contribution (or the Fair Market Value of an equity contribution made in the form of Capital Stock of Holdings so long as such Capital Stock is used as consideration paid in an Asset Acquisition or to repay Indebtedness) received by the Company from a holder of the Company’s Capital Stock subsequent to the Issue Date (excluding, in the case of clauses (iii)(w) and (x), any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under “Redemption—Optional Redemption Upon Public Equity Offerings”); plus

(y) without duplication, the sum of:

(1) the aggregate amount of the return to capital with respect to any Investment (other than a Permitted Investment) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments;

(2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Company); and

(3) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Fair Market Value of such Subsidiary;

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provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date.

The foregoing provisions do not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration of such dividend or distribution if the dividend or distribution would have been permitted on the date of declaration;

(2) the redemption, repurchase, or other acquisition or retirement for value of any shares of Capital Stock of the Company or Holdings, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or Holdings or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or Holdings;

(3) the defeasance, redemption, repurchase or other acquisition of any Indebtedness that by its terms is subordinated to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of (a) a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or Holdings, or (b) Refinancing Indebtedness or (iii) with the substantially concurrent receipt of a cash capital contribution from a direct or indirect holder of the Company’s Capital Stock to defease, redeem, repurchase or otherwise acquire such Indebtedness;

(4) if no Default or Event of Default shall have occurred and be continuing, the redemption, repurchase, or other acquisition or retirement for value by the Company of Common Stock of the Company or Holdings from current or former officers, directors and employees of the Company or any of its Subsidiaries at any time or from their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the board of the Company, in an aggregate amount not to exceed $2.0 million in any calendar year;

(5) the repurchase of Common Stock deemed to occur upon the exercise of stock options to the extent such Common Stock represents a portion of the exercise price of such stock options;

(6) payments to NACG Preferred to pay its or Holdings’ operating and administrative expenses including, without limitation, directors fees, employee salaries and other compensation, legal, accounting and audit expenses, compliance expenses and similar Canadian compliance expenses and corporate franchise and other taxes, whether similar or dissimilar, in each case arising from NACG Preferred’s ownership of the Company, Holdings’ ownership of NACG Preferred or the Company’s businesses of the type permitted by the covenant described under “—Conduct of Business,” in an amount not to exceed $1.0 million per fiscal year;

(7) payments to NACG Preferred pursuant to any reasonable tax sharing agreement or arrangement but only to the extent that amounts payable from time to time by the Company under any such agreement do not exceed the corresponding tax payments that the Company would have been required to make to any relevant taxing authority had the Company not joined in such consolidated or combined return, but instead had filed returns including only the Company;

(8) payments in an amount not to exceed, in the aggregate, in any calendar year, the sum of (i) $1.0 million and (ii) any amounts payable by the Company to the Designated Active Sponsors (as defined in the Advisory Services Agreement) in connection with any Future Corporate Transaction or any Future Securities Transaction (in each case, as defined in the Advisory Services Agreement) to pay advisory services and transactions fees owed to the Equity Investors pursuant to the Advisory Services Agreement; and

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(9) Restricted Payments not to exceed $15.0 million in the aggregate.

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to clauses (1), (2)(ii), (4), 8(i) and (9) shall be included in such calculation. The amount of any non-cash Restricted Payment shall be the Fair Market Value thereof at the date of the making of such Restricted Payment.

Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;

(2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale is in the form of cash, Cash Equivalents and/or Replacement Assets (as defined below); provided that for purposes of the provision, each of the following will be deemed to be cash:

(i) the amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee of a Guarantor) that are expressly assumed by the transferee of any such assets; and

(ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted (by sale or other disposition) by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion.

The Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:

(a) to prepay obligations under the term loan portion of the Credit Agreement arising by reason of such Asset Sale or pay obligations under any revolving credit facility that effect a permanent reduction in the availability under such revolving credit facility or permanently repay other Indebtedness of any non-Guarantor Restricted Subsidiary;

(b) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used or useful in (or Capital Stock in an entity that is or becomes a Restricted Subsidiary and is engaged in) the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses that are the same, similar, ancillary or reasonably related thereto or are reasonable extensions thereof (“Replacement Assets”); and/or

(c) a combination of prepayment and investment permitted by the foregoing clauses (a) and (b).

Pending the final application of such Net Cash Proceeds, the Company may temporarily reduce borrowings under the Credit Agreement or any other revolving credit facility or otherwise use the Net Cash Proceeds in any manner not prohibited by the Indenture. On the 366^th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the

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Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (a), (b) and (c) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), any portion of the Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (a), (b) and (c) of the preceding paragraph (each a “Net Proceeds Offer Amount”) shall be subsequently applied by the Company or such Restricted Subsidiary to make offers to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable mailing of the Net Proceeds Offer, from all Holders and all holders of other Indebtedness of the Company ranking pari passu with the Notes and containing similar provisions regarding offers to purchase with the net proceeds of the sale of assets, on a pro rata basis, that amount of Notes and such other pari passu Indebtedness equal to the Net Proceeds Offer Amount. The offer price for the Notes pursuant to such Net Proceeds Offer will be 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. If at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the amount of cash received (other than such interest) shall constitute Net Cash Proceeds thereof shall be applied in accordance with this covenant.

The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this covenant).

In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under “—Merger, Consolidation and Sale of Assets”, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

Each Net Proceeds Offer will be mailed to the Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the Trustee will select the Notes to be purchased on a pro rata basis. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale”

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provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

(1) pay dividends or make any other distributions on or in respect of its Capital Stock;

(2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or

(3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of:

(a) applicable law, rule, regulation or order;

(b) the Indenture, the Notes and the Guarantees, or any indenture governing debt securities that are permitted to be incurred under the Indenture and are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions affecting Restricted Subsidiaries than those contained in the Indenture, the Notes and the Guarantees;

(c) customary non-assignment provisions of any contract or of any lease governing a leasehold interest of, or any license held by, any Restricted Subsidiary of the Company;

(d) any instrument governing Capital Stock of a Person acquired by the Company or by any Restricted Subsidiary of the Company or governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

(e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;

(f) the Credit Agreement;

(g) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

(h) restrictions imposed by any agreement to sell or dispose of assets or Capital Stock, which sale or disposition is permitted under the Indenture, pending the closing of such sale or disposition;

(i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) or in licenses or leases or in asset or stock sale agreements or agreements similar to any of the foregoing entered into in the ordinary course of business;

(j) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary cause of business;

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(k) mortgages, purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; and

(l) an agreement amending, supplementing, modifying, restating, renewing, replacing, substituting, refinancing, increasing, refunding, extending, deferring or restructuring an agreement referred to in clauses (b), (d), (e) and (g) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b), (d), (e) and (g).

Limitation on Preferred Stock of Restricted Subsidiaries. The Company will not permit any of its Restricted Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company that is not a Guarantor.

Limitation on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted Subsidiaries securing Indebtedness or trade payables (other than Permitted Liens) whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:

(1) in the case of Liens securing obligations subordinated in right of payment to the Notes or the Guarantee of a Guarantor, the Notes or the Guarantee of such Guarantor, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

(2) in all other cases, the Notes or the Guarantee of such Guarantor, as the case may be, are equally and ratably secured,

in each case for so long as such obligations are secured by a Lien.

Merger, Consolidation and Sale of Assets. The Company will not, in a single transaction or series of related transactions, amalgamate, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) to any Person unless:

(1) either:

(a) the Company shall be the surviving or continuing corporation; or

(b) the Person (if other than the Company) formed by such amalgamation or consolidation or into which the Company is merged or the Person that acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):

(x) shall be a corporation organized and validly existing under the laws of Canada or any province or territory thereof, the United States or any State thereof or the District of Columbia; and

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(y) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed including, without limitation, the Company’s obligation to pay any Additional Amounts;

(2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall (a) have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction (after excluding the effect of reasonable expenses incurred in connection with such transaction) and (b) be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the “—Limitation on Incurrence of Additional Indebtedness” covenant;

(3) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

(4) the Company or the Surviving Entity shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such amalgamation, consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Indenture provides that upon any amalgamation, consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing in which the Company is not the continuing corporation, the successor Person formed by such amalgamation or consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named as such.

Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with the provisions of “—Limitation on Asset Sales”) will not, and the Company will not cause or permit any Guarantor to, amalgamate or consolidate with or merge with or into any Person other than the Company or any other Guarantor unless:

(1) the entity formed by or surviving any such amalgamation, consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition

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shall have been made is a corporation organized and existing under the laws of Canada, any province or territory thereof, the United States or any State thereof or the District of Columbia;

(2) such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee;

(3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (2) of the first paragraph of this covenant.

Any amalgamation, merger or consolidation of a Guarantor with and into the Company (with, in the case of a merger or consolidation, the Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need only comply with clause (4) of the first paragraph of this covenant.

Limitations on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

(1) the Company or such Restricted Subsidiary could have (a) incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to the covenant described under “—Limitation on Incurrence of Additional Indebtedness” and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to the covenant described under “—Limitation on Liens”;

(2) the consideration received in connection with such Sale and Leaseback Transaction is at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction; and

(3) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company or the applicable Restricted Subsidiary applies the proceeds of such transaction in accordance with, the covenant described under “—Limitation on Asset Sales.”

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

All Affiliate Transactions (and each series of related Affiliate Transactions that are part of a common plan) involving aggregate payments or other property with a Fair Market Value in

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excess of $5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions as part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor.

(b) The restrictions set forth in this covenant shall not apply to:

(1) reasonable and customary directors’ fees, indemnification and similar arrangements, employees’ salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by the Company’s Board of Directors;

(2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture;

(3) any agreement as in effect as of the Issue Date or any amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or restructuring is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date;

(4) payments to permit payments for NACG Preferred or Holdings’ employees and officers and directors similar to those provided in clause (1) above and payments in an amount not to exceed, in the aggregate, in any calendar year the sum of (x) $1.0 million and (y) any amounts payable by the Company to the Designated Active Sponsors (as defined in the Advisory Services Agreement) in connection with any Future Corporate Transaction or any Future Securities Transaction (in each case as defined in the Advisory Services Agreement) to the Equity Investors for advisory services and transaction fees pursuant to the Advisory Services Agreement;

(5) loans or advances to directors, officers or employees in the ordinary course of business in an amount not to exceed $1.0 million per fiscal year;

(6) Restricted Payments, Permitted Investments (other than Permitted Investments under clause 5 of the definition thereof) and intercompany Indebtedness permitted by the Indenture;

(7) any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Qualified Capital Stock of the Company or Holdings;

(8) sales of Capital Stock (other than Disqualified Capital Stock) of the Company or Holdings to Affiliates of the Company; and

(9) payments or other transactions pursuant to any tax sharing agreement approved by the Board of Directors of the Company or the relevant Restricted Subsidiary between the

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Company (or any Restricted Subsidiary) and any other Person with which the Company (or Restricted Subsidiary) files a consolidated tax return or with which the Company (or Restricted Subsidiary) is part of a consolidated group for tax purposes, but only to the extent that amounts payable from time to time by the Company under any such agreement do not exceed the corresponding tax payments that the Company would have been required to make to any relevant taxing authority had the Company not joined in such consolidated or combined return, but instead had filed returns including only the Company.

Limitation on Designation of Unrestricted Subsidiaries. The Company may designate any Subsidiary of the Company as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and

(2) the Company would be permitted to make, at the time of such Designation, an Investment pursuant to the first paragraph of “—Limitation on Restricted Payments” above in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s proportionate interest in such Subsidiary on such date.

No Subsidiary shall be designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Company or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates; and

(3) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Stock or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if the Indebtedness is not permitted to be incurred under the covenant described under “—Limitation on Incurrence of Additional Indebtedness” or the Lien is not permitted under the covenant described under “—Limitation on Liens,” the Company shall be in default of the applicable covenant.

The Company may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(2) all Liens or Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, be permitted to be incurred or made under the Indenture.

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All Designations and Redesignations must be evidenced by a Board Resolution certifying compliance with the foregoing provisions.

On the Issue Date, all of the Company’s Subsidiaries are Restricted Subsidiaries.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property with a book value in excess of $500,000 to any Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary that becomes a guarantor under the Credit Agreement, then such transferee or acquired or other Restricted Subsidiary shall:

(1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms set forth in the Indenture; and

(2) deliver to the Trustee an opinion of counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture.

Conduct of Business. The Company and its Restricted Subsidiaries will not engage in any businesses that are not the same, similar, ancillary or reasonably related, to (or reasonable extensions thereof, as determined in good faith by the Board of Directors of the Company) businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date.

Payments for Consent. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports to Holders. For so long as any Notes remain outstanding, the Company will furnish to the Holders of the Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall file with the Commission and furnish to the Holders of the Notes and the Trustee:

(1) within 180 days after the end of each fiscal year, annual reports on Form 20-F or 40-F, as applicable, or any successor form; and

(2) (a) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K, or any successor form, which, regardless of applicable requirements, shall, at a minimum, contain a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to any such reports, a reconciliation to U.S. GAAP as permitted by the Commission for foreign private issuers;

provided, however, that the Company shall not be obligated to file such reports with the Commission if the Commission does not permit such filings.

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Events of Default

The following events are defined in the Indenture as “Events of Default”:

(1) the failure to pay interest, including liquidated damages, on any Notes when the same becomes due and payable and the default continues for a period of 30 days;

(2) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

(3) failure to make a Change of Control Offer as described under “—Change of Control,” failure to make a Net Proceeds Offer as described under “—Certain Covenants—Limitation on Asset Sales,” or a default in the observance or performance of the covenants described under “—Certain Covenants—Limitation on Restricted Payments” or “—Limitation on Incurrence of Additional Indebtedness” or “—Merger, Consolidation and Sale of Assets,” which failure or default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except with respect to the “Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

(4) the failure to comply with any other covenant or agreement contained in the Indenture which default continues for a period of 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes;

(5) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $10.0 million or more at any time;

(6) one or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged in writing) shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;

(7) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries described in the Indenture; or

(8) any Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of termination of the Indenture or release of a Guarantor from its Guarantee in accordance with the terms of the Indenture).

If an Event of Default (other than an Event of Default specified in clause (7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least

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25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.

If an Event of Default specified in clause (7) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, under certain circumstances the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences.

The Holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Under the Indenture, the Company is required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof. If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note (including payments pursuant to the redemption provisions of such Note), the Trustee may withhold notice if and so long as it determines in good faith that withholding notice is in the interests of the Holders.

No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders

No directors, officers, employees, incorporators or stockholders of the Company or any of its Affiliates, as such, shall have any liability for any obligations of the Company or any of its Affiliates under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal

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Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;

(3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that:

(a) the Company has received from, or there has been published by, the Internal Revenue Service or the Canada Customs and Revenue Agency, as the case may be, a ruling; or

(b) since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes or become subject to Canadian non-resident withholding tax as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes or become subject to Canadian non-resident withholding tax as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

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(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

(7) the Company shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(8) the Company shall have delivered to the Trustee an opinion of counsel to the effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit, after the 91st day following the date of deposit, the funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

(1) either:

(a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

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(2) the Company has paid all other sums payable under the Indenture by the Company; and

(3) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Modification of the Indenture

From time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture for certain specified purposes, including curing ambiguities, defects or inconsistencies, so long as such change does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect. In formulating its opinion on such matters, the Trustee will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an opinion of counsel. Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes), except that, without the consent of each Holder affected thereby, no amendment may:

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the rate of or change the time for payment of interest, including defaulted interest, if any, on any Notes;

(3) reduce the principal of or change the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

(4) make any Notes payable in money other than that stated in the Notes;

(5) make any change in provisions of the Indenture relating to the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;

(7) modify or change any provision of the Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders; or

(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

Governing Law

The Indenture provides that it, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

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Enforceability of Judgments

Because substantially all of the assets of the Company are outside of the United States, any judgment obtained in the United States against the Company, including judgments with respect to the payment of principal, interest or redemption price, may not be collectible within the United States.

The Company and the Guarantors have been informed by their Canadian counsel, Borden Ladner Gervais, LLP, that the laws of the Province of Alberta permit an action to be brought before a court of competent jurisdiction in the Province of Alberta to recognize and enforce a final, conclusive and subsisting judgment in personam against the Company or any Guarantor (the “judgment debtor”) of any United States federal or state court located in the Borough of Manhattan in The City of New York (a “New York Court”) that is not impeachable as void or voidable under the laws of the State of New York for a sum certain if: (a) the New York Court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the courts of the Province of Alberta (and submission by the Company and the Guarantors in the Indenture to the non-exclusive jurisdiction of the New York Court will be sufficient for that purpose) and the judgment debtor was properly served in the action leading to such judgment; (b) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with laws of mandatory application or with public policy, as such term is understood under the laws of the Province of Alberta, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada); (c) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriation or penal laws or other similar laws; (d) no new admissible evidence, right or defense relevant to the action accrues or is discovered prior to the rendering of judgment by the court in the Province of Alberta; and (e) the action to enforce such judgment is commenced within the applicable limitation period.

The Trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Restricted Subsidiaries or

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assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

“Advisory Services Agreement” means that certain letter agreement dated October 31, 2003, among the Company, NACG Preferred, Holdings and the Equity Investors.

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

“Asset Acquisition” means (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) that constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of: (1) any Capital Stock (other than directors’ qualifying shares) of any Restricted Subsidiary of the Company; or (2) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that Asset Sales shall not include: (a) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $5.0 million; (b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted under “Merger, Consolidation and Sale of Assets;” (c) any Restricted Payment permitted by the “Limitation on Restricted Payments” covenant or that constitutes a Permitted Investment; (d) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business; (e) disposals or replacements of damaged, obsolete or worn out equipment; and (f) dispositions in connection with Permitted Liens.

“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Canadian Securities Laws” means the laws, regulations, rules, policies, rulings and guidelines applicable to trading securities in each province and territory of Canada.

“Canadian Securities Regulators” means the securities regulatory authorities in the provinces and territories of Canada.

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“Capital Stock” means:

(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and

(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means:

(1) obligations issued by, or unconditionally guaranteed by, the United States or Canadian Government or issued by any agency thereof and backed by the full faith and credit of the United States or Canada, as the case may be, in each case maturing within one year from the date of acquisition thereof;

(2) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from Standard & Poor’s Ratings Group or at least P-1 from Moody’s Investors Services, Inc. or R-1 High by Dominion Bond Rating Service Limited;

(3) certificates of deposit, eurodollar time deposits or bankers’ acceptances maturing within one year from the date of acquisition thereof and overnight bank deposits, in each case issued by any bank organized under the laws of Canada or any province thereof or the United States of America or any state thereof or the District of Columbia or any U.S. or Canadian branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than U.S.$250.0 million;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) or (3) above entered into with any bank meeting the qualifications specified in clause (3) above; and

(5) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (4) above.

“Change of Control” means the occurrence of one or more of the following events:

(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets or properties of the Company and its Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture) other than to a Permitted Holder or to either of Holdings or NACG Preferred provided that such sale, lease, exchange or other transfer is made in accordance with the covenant described under “—Merger, Consolidation and Sale of Assets”;

(2) the approval by the holders of Capital Stock of Holdings or the Company, as the case may be, of any plan or proposal for the liquidation or dissolution of Holdings or the Company, as the case may be (whether or not otherwise in compliance with the provisions of the Indenture);

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(3) any Person or Group (other than a Permitted Holder and any entity formed by a Permitted Holder solely for the purpose of owning Capital Stock of Holdings) shall become the beneficial owner, directly or indirectly (with beneficial ownership being as defined and calculated as set forth in Rules 13d-3 and 13d-5 under the Exchange Act), of shares representing more than 50% of the Capital Stock (measured by voting power rather than number of shares) that is at the time entitled to vote for the election of the Board of Directors of Holdings or the Company; or

(4) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company or Holdings (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company or Holdings, as applicable, was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than death) to constitute a majority of the Board of Directors then in office.

Notwithstanding anything to the contrary contained in this definition of “Change of Control,” the transactions occurring on the Issue Date and the prior acquisitions by Holdings of NACG Preferred and by NACG Preferred of the Company, shall not give rise to, or be deemed to result in, a “Change of Control” for all purposes hereunder.

“Commission” means the Securities and Exchange Commission.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:

(1) Consolidated Net Income; and

(2) to the extent Consolidated Net Income has been reduced thereby:

(a) all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;

(b) Consolidated Interest Expense; and

(c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period,

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the latest four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction or event giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1) the incurrence or repayment, repurchase, defeasance, discharge or other retirement of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application

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of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment, repurchase, defeasance, discharge or other retirement of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, repurchase, defeasance, discharge or other retirement, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(2) any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:

(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

(2) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense; plus

(2) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person (other than dividends paid in Qualified Capital Stock) paid or accrued during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, Canadian federal, state, provincial, territorial and local income tax rate of such Person, expressed as a decimal.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

(1) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, determined on a consolidated basis in accordance

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with GAAP, including without limitation: (a) any amortization of debt discount and amortization of deferred financing costs; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and

(2) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

(1) after-tax gains or losses from Asset Sales (without regard to the $5.0 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto;

(2) after-tax items classified as extraordinary or nonrecurring gains or losses;

(3) the net income of any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person;

(4) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise; provided, however, that such income shall be included in determining Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary to the Company or another Restricted Subsidiary as a dividend in compliance with such restriction;

(5) the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;

(6) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

(7) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);

(8) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets; and

(9) the cumulative effect of a change in accounting principles.

“Consolidated Net Worth” of any Person means the consolidated stockholders’ equity of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person.

“Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted

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Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge that requires an accrual of or a reserve for cash charges for any future period).

“Credit Agreement” means the Credit Agreement dated as of November 26, 2003, among the Company, the lenders party thereto in their capacities as lenders thereunder, BNP Paribas, as syndication agent, and Royal Bank of Canada, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any deferrals, renewals, amendments and restatements thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, refunding, replacing or otherwise substituting, restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement or agreements and whether by the same or any other agent, lender, creditor or group of lenders or creditors.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values or exchange rates.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designation” has the meaning given to this term in the covenant described under “—Certain covenants—Limitation on Designation of Unrestricted Subsidiaries.”

“Designation Amount” has the meaning given to this term in the covenant described under “—Certain covenants—Limitation on Designation of Unrestricted Subsidiaries.”

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event that would constitute (i) a Change of Control or (ii) an Asset Sale if the terms of such Capital Stock provide that the Company may not purchase or redeem such Capital Stock except in compliance with the Restricted Payments covenant contained herein), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of (i) a Change of Control or (ii) an Asset Sale if the terms of such Capital Stock provide that the Company may not purchase or redeem such Capital Stock except in compliance with the Restricted Payments covenant contained herein) on or prior to the date on which the Notes mature or are redeemed or retired in full.

“Equity Investors” means, collectively, The Sterling Group, L.P., Genstar Capital, L.P., Perry Strategic Capital Inc. and Stephens Group, Inc.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the

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transaction. Determination of fair market value shall be by the Board of Directors of the Company acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company.

“GAAP” means generally accepted accounting principles set forth in Canada, consistently applied, as in effect from time to time.

“guarantee” means a direct or indirect guarantee (other than by endorsement of negotiable instruments in the ordinary course of business) by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“Guarantor” means: (1) each of the Company’s Subsidiaries existing on the Issue Date and named as such in the indenture; and (2) each of the Company’s Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

“Holdings” means NACG Holdings, Inc., the owner of 100% of the outstanding share capital of NACG Preferred.

“Indebtedness” means with respect to any Person, without duplication:

(1) all indebtedness of such Person for borrowed money;

(2) all indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all Capitalized Lease Obligations of such Person;

(4) the deferred purchase price of property, conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

(5) all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

(6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

(7) obligations of any other Person of the type referred to in clauses (1) through (6) that are secured by any lien on any property or asset of such Person, the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or asset and the amount of the obligation so secured;

(8) net obligations under Currency Agreements and Interest Swap Obligations of such Person; and

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(9) Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such price shall be the Fair Market Value thereof.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness;

“Independent Financial Advisor” means a firm: (1) that does not, and whose directors, officers or Affiliates do not, have a material direct or indirect financial interest in the Company; and (2) that, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall also include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Investment” means, with respect to any Person, any direct or indirect investment in any other Person in the form of loans, advances or other extensions of credit (including, without limitation, a guarantee) or capital contributions to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition for consideration by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries in the ordinary course of business. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

“Issue Date” means November 26, 2003.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

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“NACG Preferred” means NACG Preferred Corp., the owner of 100% of the outstanding share capital of the Company.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

(1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions and other direct costs of sale);

(2) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(3) repayment of Indebtedness that is secured by a Lien on the property or assets that are the subject of such Asset Sale; and

(4) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

Further, with respect to an Asset Sale by a Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary, Net Cash Proceeds shall be reduced pro rata for the portion of the equity of such Subsidiary that is not owned by the Company.

“Non-Recourse Debt” means Indebtedness of a Subsidiary:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Indebtedness (other than the Notes) of the Company or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of the Company or any Restricted Subsidiary.

“Permitted Holders” means The Sterling Group, L.P., Genstar Capital, L.P., Perry Strategic Capital Inc. and Stephens Group, Inc. and their respective Affiliates (in each case, other than portfolio companies thereof).

“Permitted Investments” means:

(1) Investments by the Company or any Restricted Subsidiary of the Company in any Person that is or will become immediately after such Investment a Restricted Subsidiary of the Company or that will merge or consolidate into the Company or a Restricted Subsidiary of the Company;

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(2) Investments in the Company by any Restricted Subsidiary of the Company; provided that any Indebtedness evidencing such Investment and held by a Restricted Subsidiary that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and the Indenture;

(3) investments in cash and Cash Equivalents;

(4) Currency Agreements and Interest Swap Obligations entered into by the Company or its Restricted Subsidiaries and otherwise in compliance with the Indenture;

(5) additional Investments not to exceed $15.0 million at any one time outstanding;

(6) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

(7) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(8) Investments in prepaid expenses, negotiable instruments held for collection or deposit and lease, utility and workers compensation, performance and similar deposits entered into in the ordinary course of business;

(9) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the “Limitation on Asset Sales” covenant;

(10) Investments represented by guarantees that are otherwise permitted under the Indenture;

(11) Investments the payment for which is Qualified Capital Stock of the Company or Holdings;

(12) any assets acquired as a result of a foreclosure by the Company or any such Restricted Subsidiary with respect to any secured Permitted Investment or other transfer of title with respect to any secured Permitted Investment in default;

(13) Investments existing on of the Issue Date and any amendment, extension, substitution, renewal or modification thereof to the extent that any such amendment, extension, substitution, renewal or modification does not require the Company or any Restricted Subsidiary to make any additional cash or non-cash payments or provide additional services in connection therewith;

(14) Investments to support bonding arrangements in the ordinary course of business;

(15) Investments in Permitted Joint Ventures in an amount not to exceed $10.0 million at any time outstanding; and

(16) loans or advances to employees or customers in the ordinary course of business and guarantees or similar obligations with respect to the foregoing in an amount not to exceed $1.0 million in each fiscal year.

“Permitted Joint Venture” means an entity characterized as a joint venture in which the Company or a Restricted Subsidiary (a) owns at least 30% of the ownership interest and (b) has the right to receive a percentage of the profits or distributions at least equal to the percentage of its ownership interest.

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“Permitted Liens” means the following types of Liens:

(1) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

(2) Liens securing Indebtedness under the Credit Agreement in an amount not to exceed the sum of (i) $50.0 million, plus (ii) the greater of (x) $70.0 million and (y) the Borrowing Base (as defined in the indenture) and plus (iii) any interest, fees, premiums, expenses, indemnifications and similar amounts payable in connection with such Indebtedness;

(3) Liens securing the Notes and the Guarantees;

(4) Liens of the Company or a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company;

(5) Liens securing Refinancing Indebtedness that is incurred in accordance with the provisions of the Indenture to Refinance any Indebtedness that has been secured by a Lien permitted under the Indenture; provided, however, that such Liens: (a) are no less favorable to the Holders in any material respect and are not more favorable to the lienholders in any material respect with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (b) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced; and

(6) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(7) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(8) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(9) judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(10) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(11) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

(12) Liens securing Purchase Money Indebtedness incurred or in the ordinary course of business; provided, however, that (a) such Purchase Money Indebtedness shall not exceed

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the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of the Company or any Restricted Subsidiary of the Company other than the property and equipment so acquired or constructed and (b) the Lien securing such Purchase Money Indebtedness shall be created within 90 days of such acquisition or construction;

(13) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(14) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(15) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set off;

(16) Liens securing Interest Swap Obligations that relate to Indebtedness that is otherwise permitted under the Indenture;

(17) Liens securing Indebtedness under Currency Agreements;

(18) Liens securing Acquired Indebtedness incurred in accordance with the “Limitation on Incurrence of Additional Indebtedness” covenant; provided that:

(a) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company; and

(b) such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company.

(19) Liens on assets of a Restricted Subsidiary of the Company that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under the Indenture;

(20) leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;

(21) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

(22) Liens arising from filing financing statements under the Uniform Commercial Code or other applicable personal property security laws regarding leases;

(23) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods; and

(24) additional Liens securing Indebtedness or trade payables in an aggregate amount not to exceed $25.0 million at any time outstanding.

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“Person” means an individual, partnership (general or limited), corporation, limited liability company, unincorporated organization, association, joint stock company, trust or joint venture, or a governmental agency or political subdivision thereof.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Purchase Money Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property, equipment or a business.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Refinance” means, in respect of any security or Indebtedness, to refinance, restructure, defer, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means any Indebtedness of the Company or a Restricted Subsidiary issued in exchange for, or the proceeds form the issuance and sale or disbursement of which are used substantially concurrently to Refinance in whole or in part, any Indebtedness of the Company or any Restricted Subsidiary, in each case that does not:

(1) result in an increase in the aggregate principal amount (or accreted value, if applicable) of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable fees and expenses incurred by the Company or any Restricted Subsidiary in connection with such Refinancing); or

(2) create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of the Company (and is not otherwise guaranteed by a Restricted Subsidiary of the Company), then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes or any Guarantee, then such Refinancing Indebtedness shall be subordinate to the Notes or such Guarantee, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“Restricted Payment” means any of the following:

(1) the declaration or payment of any dividend or making any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to the direct or indirect holders of such Capital Stock;

(2) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company;

(3) the making of any principal payment on, or the purchase, defeasance, redemption, prepayment, decreasing or other acquisition or retirement for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, of any

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Indebtedness that by its terms is subordinated to the Notes (other than such Indebtedness that is held by the Company or any Restricted Subsidiary); or

(4) making of any Investment (other than Permitted Investments).

“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means any Restricted Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Subsidiary”, with respect to any Person, means:

(1) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or

(2) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

“Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in accordance with the covenant described under “—Certain Covenants—Limitation on Designation of Unrestricted Subsidiaries” and (2) any Subsidiary of an Unrestricted Subsidiary.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than directors’ qualifying shares or an immaterial amount of shares owned by other Persons) are owned by such Person or any Wholly Owned Subsidiary of such Person.

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BOOK-ENTRY; DELIVERY AND FORM

Generally, the original notes were, and the exchange notes will be, issued in the form of global notes registered in the name of The Depository Trust Company, called DTC, or its nominee.

Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. Payment of the principal of and interest on certificated notes is subject to the indenture and will be made at the corporate trust office of the trustee or such other office or agency as may be designated by it for such purpose in New York City. Payment of interest on certificated notes will be made to the person in whose name such note is registered at the close of business on the applicable record date. All other terms of the certificated notes are governed by the indenture. Outstanding notes issued in certificated form may be exchanged in the exchange offer for new notes in certificated form.

Except as described below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Initially, the trustee will act as paying agent and registrar for the notes.

Depositary Procedures

DTC is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of participants. The participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or indirect participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

Pursuant to DTC’s procedures, (a) upon deposit of the global notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of global notes and (b) ownership of such interests in the global notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to participants) or by participants and the indirect participants (with respect to other owners of beneficial interests in the global notes).

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interest in a global note to such persons may be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having a beneficial interest in a global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of physical certificates evidencing such interest. For certain other restrictions on the transferability of the notes, see “—Certificated Notes.”

Under the terms of the indenture, we and the trustee will treat the persons in whose names the notes, including the global notes, are registered as the owners thereof for the purpose of receiving payments of principal and premium and liquidated damages, if any, and interest and

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for any and all other purposes whatsoever. Payments in respect of the principal and premium and liquidated damages, if any, and interest on a global note registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee in its capacity as the registered holder under the indenture. Consequently, none of us, the trustee nor any of our agents or the trustee’s agents has or will have any responsibility or liability for (a) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global notes, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global notes or (b) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC’s current practices for payments of principal, interest, liquidated damages and the like with respect to securities such as the notes are to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amount of beneficial interests in the relevant security such as the global notes as shown on the records of DTC. Payments by participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or its participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the notes for all purposes.

The global notes will trade in DTC’s Same-Day Funds Settlement System and, therefore, transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in immediately available funds. Transfers between indirect participants who hold an interest through a participant will be effected in accordance with the procedures of such participant but generally will settle in immediately available funds.

DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the notes to which such participant or participants has or have given direction. However, if there is an event of default under the notes, DTC reserves the right to exchange global notes (without the direction of one or more of its participants) for legended notes in certificated form, and to distribute such certificated forms of notes to its participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests notes among participants, it is under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee shall have any responsibility for the performance by DTC or its participants and indirect participants of their respective obligations under the rules and procedures governing any of their operations.

Certificated Notes. Subject to certain conditions, any person having a beneficial interest in the global note may, upon request to the trustee, exchange such beneficial interest for notes in the form of certificated notes. Upon any such issuance, the trustee is required to register such certificated notes in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). In addition, if

• we notify the trustee in writing that DTC is no longer willing or able to act as a depositary and we are unable to locate a qualified successor within 90 days,

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• we, at our option, notify the trustee in writing that we elect to cause the issuance of notes in the form of certificated notes under the indenture, or

• DTC will not continue to hold the book-entry interests related to the global notes or is no longer a clearing agency registered under the Exchange Act and we do not replace DTC within 120 days,

then, upon surrender by the global note holder of its global note, notes in such form will be issued to each person that the global note holder and DTC identify as being the beneficial owner of the related notes.

Neither we nor the trustee will be liable for any delay by the global note holder or DTC in identifying the beneficial owners of notes and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the global note holder or DTC for all purposes.

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INCOME TAX CONSIDERATIONS

Material U.S. Federal Income Tax Considerations

The following discussion summarizes the material United States federal income tax consequences of the exchange of original notes for exchange notes. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated and proposed thereunder, judicial authority and administrative interpretations, as of the date hereof, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the Internal Revenue Service will not challenge one or more of the tax consequences described in this section, and we have not obtained, nor do we intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the United States federal tax consequences of the exchange of original notes for exchange notes.

In this discussion, we do not purport to address all tax considerations that may be important to a particular holder in light of the holder’s circumstances, or to certain categories of investors that may be subject to special rules, such as financial institutions, insurance companies, regulated investment companies, tax exempt organizations, dealers in securities or currencies, persons whose functional currency is not the U.S. dollar, U.S. expatriates, persons subject to the alternative minimum tax or persons who hold the notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction. This discussion is limited to holders who purchased the original notes for cash at the original offering price and who hold the notes as capital assets within the meaning of section 1221 of the Internal Revenue Code. If a partnership holds notes, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. This discussion also does not address the tax considerations arising under the laws of any foreign, state, local or other jurisdiction.

We encourage holders of original notes to consult their own tax advisors regarding the application of the U.S. federal income tax laws to them of the exchange offer and the applicability and effect of state, local or foreign tax laws and tax treaties.

Treatment of Exchanges under the Exchange Offer. The exchange of original notes for exchange notes under the terms of the exchange offer will not constitute a taxable exchange. As a result,

• a holder will not recognize taxable gain or loss as a result of exchanging original notes for exchange notes under the terms of the exchange offer,

• the holding period of the exchange notes will include the holding period of the original notes exchanged for the exchange notes, and

• the adjusted tax basis for the exchange notes will be the same as the adjusted tax basis, immediately before the exchange, of the original notes exchanged for the exchange notes.

Information Reporting and Backup Withholding. We will, where required, report to the holders of the notes and the Internal Revenue Service the amount of any interest paid on the notes in each calendar year and the amounts of federal income tax withheld, if any, with respect to payments. A noncorporate noteholder may be subject to information reporting and to backup withholding with respect to payments of principal, premium, if any, and interest made on the notes, or on proceeds of the disposition of the notes before maturity, unless the noteholder provides a correct taxpayer identification number or proof of an applicable

137

exemption, and otherwise complies with applicable requirements of the information and backup withholding rules.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules will be refunded or credited against the noteholder’s federal income tax liability, provided that the required information is furnished to the Internal Revenue Service.

Material Canadian Income Tax Considerations

The following summarizes the main Canadian federal income tax consequences applicable to a holder that acquires exchange notes pursuant to the exchange offer and that acquired the original notes exchanged therefor pursuant to our offering memorandum dated November 21, 2003 and that, at all times for purposes of the Income Tax Act (Canada), referred to in this section as the “Act,” is the beneficial owner of an original note or exchange note, deals at arm’s length with us, is not a resident and is not deemed to be a resident of Canada during any taxation year in which it owns the original notes or exchange notes, and does not use or hold, and is not deemed to use or hold the original notes or exchange notes in the course of carrying on a business in Canada, called a “non-resident holder.” Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere.

This summary is based on the relevant provisions of the Act and the regulations thereunder, called the “Regulations,” and our Canadian counsel’s understanding of the published administrative and assessing practices of the Canada Customs and Revenue Agency as of the date of this prospectus. It also takes into account specific proposals to amend the Act and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof but there is no certainty that such proposals will be enacted in the form proposed, if at all. This summary does not otherwise take into account or anticipate any changes in law, whether by way of legislative, judicial or governmental action or interpretation, nor does it address any provincial, territorial or foreign income tax considerations.

This summary is of a general nature only and is not intended to be, nor should it be interpreted as, legal or tax advice to any particular non-resident holder concerning the consequences of acquiring, holding or disposing of original notes or exchange notes. Non-resident holders of original notes or exchange notes are advised to consult their own tax advisors having regard to their particular circumstances.

Exchange. A non-resident holder will not be subject to tax as a consequence of the exchange of its original notes for exchange notes pursuant to the terms of the exchange offer.

Interest Payments. A non-resident holder will not be subject to tax, including withholding tax, under the Act on interest, principal or premium on the original notes or exchange notes.

Dispositions. Gains realized on the disposition or deemed disposition of an original note or exchange note by a non-resident holder will not be subject to tax under the Act.

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VALIDITY OF THE EXCHANGE NOTES

The validity of the exchange notes being offered pursuant to this prospectus will be passed upon for us by Bracewell & Patterson, L.L.P., Houston, Texas. Bracewell & Patterson, L.L.P. will rely upon Borden Ladner Gervais LLP, Toronto, Ontario, with respect to matters of Canadian law. Certain members of Bracewell & Patterson, L.L.P. own beneficially less than 1% of the common shares of NACG Holdings Inc.

EXPERTS

The consolidated balance sheets of North American Energy Partners Inc. as at October 31, 2003 and Norama Ltd. as at March 31, 2003 and 2002 and the consolidated statements of income (loss) and retained earnings and cash flows of Norama Ltd. for the years ended March 31, 2003, 2002 and 2001 included in this prospectus have been audited by KPMG LLP, Chartered Accountants, as stated in their reports appearing in this prospectus.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

We are a corporation incorporated under the Canada Business Corporations Act and are governed by all applicable provincial and federal laws of Canada. Several of our directors and officers and others named in this prospectus reside principally in Canada. Because these persons are located outside the United States it may not be possible for you to effect service of process within the United States upon those persons. Furthermore, it may not be possible for you to enforce against us or them, in the United States, judgments obtained in U.S. courts, because substantially all of our assets and the assets of these persons are located outside the United States. We have been advised that there is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon the U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, our directors and officers or other persons named in this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form F-4 and Form S-4 with the SEC with respect to the exchange notes offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement or the exhibits and schedules that are part of the registration statement. For further information on our company and the exchange notes we are offering, you should review the registration statement. After the effectiveness of this registration statement, we will be required to file reports and other information with the SEC. These reports, the registration statement and other information are or will be available after filing for reading and copying at the SEC Public Reference Room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room and the SEC’s copying charges . The SEC also maintains an Internet site at http://www.sec.gov that contains the registration statement and the reports and other information that we file electronically with the SEC. As a foreign private issuer, however, we are exempt from the rule under the Securities Exchange Act of 1934, as amended, prescribing the furnishing and content of proxy statements to shareholders. Because we are a foreign private issuer, we, our directors and our officers are also exempt from the short swing profit recovery provisions of Section 16 of the Exchange Act.

139

The indenture pursuant to which the notes are issued provides that we, whether or not we are subject to Section 13(a) or 15(d) of the Exchange Act, must provide the indenture trustee and holders of notes annual reports on Form 20-F or 40-F, as applicable, and reports on Form 10-Q or reports on Form 6-K which, regardless of applicable requirements, shall, at a minimum, contain a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to any such reports, a reconciliation to U.S. GAAP as permitted by the SEC for foreign private issuers; provided, however, that we shall not be obligated to file such reports with the SEC if the SEC does not permit such filings.

In the event we are no longer required to file reports with the SEC, we may discontinue filing them with the SEC at any time. During the period in which we are not a reporting issuer under the Exchange Act, we have agreed that, for so long as any notes remain outstanding and are “restricted securities” within the meaning of Rule 144 under the Securities Act, we will furnish to the holders of such notes and prospective purchasers of such notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Any such request should be directed to North American Energy Partners Inc., Vice President, Finance, Acheson Industrial Park #2, 53016 – Highway 60, Spruce Grove, Alberta T7X3G7. Our telephone number is (780) 960-7171.

GLOSSARY

The following are abbreviations and definitions of certain terms commonly used in the oil sands industry and this prospectus.

“Alberta oil sands,” or “oil sands,” means crude deposits that are substantially heavier, or more viscous, than other crude oils. Oil sands consist of sand, bitumen, mineral rich clays and water. The oil sands are located in three Alberta regions: Athabasca, Cold Lake and Peace River.

“Albian” means Albian Sands Energy Inc., the company that operates the Muskeg River Mine. The Muskeg River Mine and the Scotford Upgrader together comprise the Athabasca Oil Sands Project.

“Athabasca oil sands project” means a joint venture of Shell Canada Limited, Chevron Canada Limited (a wholly owned subsidiary of ChevronTexaco Corp.) and Western Oil Sands Inc. and consists of two main components:

• The Muskeg River Mine located 75 kilometers north of Fort McMurray, Alberta, Canada.

• The Scotford Upgrader, beside Shell’s Scotford Refinery in Fort Saskatchewan, Alberta, Canada.

“Basin” means a segment of the earth’s crust that has been downwarped or downfaulted and in which thick layers of sediments have accumulated over a long period of time.

“Bcf” means billion cubic feet; a billion is defined as 10⁹; on average 1 bcf of sales gas = 1.055 petajoules.

“Bitumen” means the molasses-like substance that comprises up to 18% of oil sand. Alberta Energy and Utilities Board defines bitumen as heavy oil, below 15 degrees API.

“Canadian Natural Resources Limited,” or “CNRL,” means a senior independent oil and natural gas exploration, development and production company based in Calgary, Alberta. CNRL’s operations are focused in western Canada, the North Sea and offshore West Africa.

140

“Compounded annual growth rate” means the year-over-year growth rate over a specified period of time.

“Cost plus” means, when referring to customer contracts, cost of services plus a pre-determined mark-up.

“Crude oil” means the oil that is produced from a reservoir after any associated gas has been removed.

“Cubic foot” means the amount of gas that occupies one cubic foot under standard temperature and pressure conditions; the standard volume measurement for natural gas.

“Depletion” means reduction in petroleum reserves by production.

“EnCana” means EnCana Corporation, the integration of two North American oil and gas explorers and producers, Alberta Energy Company Ltd. and PanCanadian Energy Corporation. EnCana is the largest producer and landholder in western Canada and is a key player in Canada’s emerging offshore East Coast basins.

“Extraction” means the process of separating the bitumen from the oil sand.

which are made by the customer.

“FOM” means fully operated and maintained contract where our equipment and personnel are utilized by the customer for a full range of services.

“HDPE” means high density polyethylene, a commonly used piping material.

“Muskeg” means swamp or bog formed by an accumulation of sphagnum moss, leaves and decayed matter resembling peat.

“Overburden” means the layer of rocky, clay like material that covers the oil sands.

“PVC” means polyvinyl chloride, a commonly used piping material.

“Suncor” means Suncor Energy Inc., a mining and extracting crude oil company that develops the oil sands deposits of Northern Alberta. Suncor also explores for, develops and markets natural gas and operates a refining and marketing business in Ontario under the Sunoco brand.

“Syncrude” means Syncrude Canada Ltd., the company that operates the Syncrude Project.

“Syncrude Project” means a joint venture of Canadian Oil Sands Limited (31.74%), Conoco Phillips Oilsands Partnership II (9.03%), Imperial Oil Resources (25%), Mocal Energy Limited (5%), Murphy Oil Company Ltd. (5%), Nexen Inc. (7.23%), Petro-Canada Oil and Gas (12%), and Canadian Oil Sands Limited Partnership (5%).

“Synthetic crude oil,” or “SCO,” means crude oil produced by upgrading bitumen. It is considered synthetic because its original hydrocarbon mark has been altered in the upgrading process.

“Time and materials” means, when referring to customer contracts, predefined labor and equipment rates without a cap on labor and equipment hours; materials and subcontractors’ costs are marked-up.

141

“Unit price” means price determined for a unit of work accomplished.

“Upgrading” means the conversion of heavy bitumen into a lighter crude oil by increasing the hydrogen to carbon ratio, either through the removal of carbon (coking) or the addition of hydrogen (hydroprocessing).

Some common units of measure:

1.0 barrel (oil) = 42 gallons

1.0 ton (short ton) = 2,000 pounds

1.0 imperial ton (long ton or shipping ton) = 2,240 pounds

1.0 metric tonne (tonne) = 1,000 kilograms = 2,205 pounds

1.0 gallon = 3.79 liter = 0.833 imperial gallon

1.0 imperial gallon = 4.55 liter = 1.20 gallon

1.0 kilometer = 0.6214 miles

1.0 liter = 0.264 gallon = 0.220 imperial gallon

1.0 hectare = 10,000 square meters (an area 100 m x 100 m, or 328 ft x 328 ft) = 2.47 acres

1.0 square kilometer = 100 hectares = 247 acres = 0.3861 square miles

1.0 acre = 0.405 hectares

1.0 foot = 0.3048 meters

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INDEX TO FINANCIAL STATEMENTS

North American Energy Partners Inc.
Auditors’ Report to the Shareholder	F-2
Consolidated Balance Sheet	F-3
Notes to the Consolidated Balance Sheet	F-4
Norama Ltd.
Auditors’ Report	F-6
Consolidated Balance Sheets	F-7
Consolidated Statements of Earnings and Retained Earnings	F-8
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10

F-1

AUDITORS’ REPORT TO THE SHAREHOLDER

We have audited the consolidated balance sheet of North American Energy Partners Inc. as at October 31, 2003. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, this consolidated balance sheet presents fairly, in all material respects, the financial position of the Company as at October 31, 2003 in accordance with Canadian generally accepted accounting principles.

Accounting principles generally accepted in Canada vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected the Company’s balance sheet at October 31, 2003 to the extent summarized in note 4 to the consolidated balance sheet.

Signed ”KPMG LLP”

Chartered Accountants

Edmonton, Canada

October 31, 2003

F-2

NORTH AMERICAN ENERGY PARTNERS INC.

CONSOLIDATED BALANCE SHEET

October 31, 2003

		(In Canadian dollars)
Assets
Current asset:
Cash	$	2,585
	$	2,585
Liabilities and Shareholder’s Equity
Shareholder’s equity:
Share capital (note 2)		2,585
Proposed acquisition (note 3)
United States generally accepted accounting principles (note 4)
	$	2,585

See accompanying notes to the consolidated balance sheet.

F-3

NORTH AMERICAN ENERGY PARTNERS INC.

NOTES TO THE CONSOLIDATED BALANCE SHEET

October 31, 2003

(In Canadian dollars)

1.    Basis of presentation:

North American Energy Partners Inc. (the “Company”) was incorporated under the Canada Business Corporations Act on October 17, 2003. Effective October 17, the Company incorporated a wholly-owned Canadian subsidiary, NACG Acquisition Inc. Effective October 21, 2003, the Company incorporated a wholly-owned U.S. subsidiary, NACG Finance LLC, a Delaware Limited Liability Corporation. The consolidated financial statements include the accounts of the Company and its two subsidiaries. The Company has no operations to October 29, 2003.

2.    Share capital:

The Company has authorized an unlimited number of common shares of which one share has been issued for $2,585.

3.    Proposed acquisition:

Pursuant to the Purchase Agreement dated October 31, 2003 with Norama Ltd., and subject to the conditions set forth therein, NACG Preferred Corp., the Company’s corporate shareholder, will purchase 30 shares of North American Construction Group Inc. in exchange for $35 million of preferred stock. The remaining 170 shares of North American Construction Group Inc. will be purchased by NACG Acquisition Inc. The purchased shares represent 100% of the outstanding shares of North American Construction Group Inc. Additionally, pursuant to the terms and conditions of the Purchase Agreement, North American Equipment Ltd. will sell to NACG Acquisition Inc. substantially all of its assets. The total consideration payable by NACG Preferred Corp. and NACG Acquisition Inc. will be approximately $405 million (before fees and transaction costs), subject to post-closing adjustments. On a pro forma basis giving effect to the acquisition as if it had occurred on September 30, 2003 the business acquired would have included net working capital of $29,033,000, capital assets of $175,000,000, intangible assets of $17,184,000 and the residual attributed to goodwill.

Financing for the proposed acquisition has been arranged and includes equity of $127.5 million, including the $35 million of preferred stock issued by NACG Preferred Corp., as well as debt facilities totalling $299.5 million.

4.    United States generally accepted accounting principles:

This consolidated balance sheet has been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) which differ in certain respects from accounting principles generally accepted in the United States (“U.S. GAAP”). For the period presented herein, the Company is not aware of any differences in the measurement of operations or the recognition of assets and liabilities under U.S. GAAP.

Recent United States accounting pronouncements:

In June 2001, the U.S. Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”), which addresses financial accounting and reporting for obligations associated with the retirement of long-lived assets

F-4

NORTH AMERICAN ENERGY PARTNERS INC.

NOTES TO THE CONSOLIDATED BALANCE SHEET — (Continued)

October 31, 2003

(In Canadian dollars)

and the associated asset retirement costs. SFAS 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company was required to adopt the provisions of SFAS 143 effective January 1, 2002. The adoption of this standard is not expected to have a material impact on the consolidated financial statements of the Company.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), which is effective for exit or disposal activities that are initiated after December 31, 2002. SFAS 146 requires that a liability be recognized for exit or disposal costs only when the liability is incurred, as defined in the FASB’s conceptual framework rather than when a company commits to an exit plan, and that the liability be initially measured at fair value. The adoption of this standard is not expected to have a material impact on the consolidated financial statements of the Company.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires the recognition of a liability by a guarantor at the inception of certain guarantees entered into or modified after December 31, 2002. FIN 45 requires the guarantor to recognize a liability for the non-contingent component of certain guarantees; that is, it requires the recognition of a liability for the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. At October 29, 2003 the Company has not provided any guarantees.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). Its consolidation provisions are applicable for all newly created entities created after January 31, 2003, and is applicable to existing variable interest entities as of the beginning of the Company’s second quarter beginning July 1, 2003. With respect to entities that do not qualify to be assessed for consolidation based on voting interests, FIN 46 generally requires a company that has a variable interest(s) that will absorb a majority of the variable interest entity’s expected losses if they occur, receive a majority of the entity’s expected residual returns if they occur, or both to consolidate that variable interest entity. For periods prior to FIN 46’s effective date, certain disclosures are required if it is reasonably possible that the Company will have a significant variable interest in or be the primary beneficiary of a variable interest entity when FIN 46 guidance is effective. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

F-5

AUDITORS’ REPORT

To The Board of Directors of Norama Ltd.

We have audited the consolidated balance sheets of Norama Ltd. as at March 31, 2002 and 2003 and the consolidated statements of earnings and retained earnings and cash flows for each of the years in the three-year period ended March 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2002 and 2003 and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2003 in accordance with Canadian generally accepted accounting principles.

Accounting principles generally accepted in Canada vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected the Company’s financial statements for the years ended March 31, 2001, 2002 and 2003 to the extent summarized in note 18 to the consolidated financial statements.

Signed “KPMG LLP”

Chartered Accountants

Edmonton, Canada

May 30, 2003, except as to notes 17 and 18 which are as of October 17, 2003.

F-6

NORAMA LTD.

CONSOLIDATED BALANCE SHEETS

	March 31,				September 30, 2003
	2002		2003
					(Unaudited)
	(In thousands of Canadian dollars)
Assets
Current assets:
Cash	$	436	$	651	$	7,678
Accounts receivable		50,034		56,622		40,096
Unbilled revenue		12,723		24,777		13,084
Prepaid expenses		479		300		844
		63,672		82,350		61,702
Capital assets (note 4)		56,759		76,234		75,237
	$	120,431	$	158,584	$	136,939
Liabilities and Shareholder’s Equity
Current liabilities:
Outstanding cheques	$	4,245	$	3,147	$	322
Operating loan (note 5)		748		516		—
Accounts payable		24,215		28,820		18,064
Accrued liabilities		7,855		10,423		6,795
Current portion of term bank loans (note 6)		13,906		14,601		12,317
Current portion of obligations under capital lease (note 7)		1,514		4,842		4,454
Current portion of future income taxes (note 8)		7,100		12,300		11,120
Current portion of advances from shareholder (note 9(b))		6,000		3,100		—
		65,583		77,749		53,072
Term bank loans (note 6)		—		7,525		6,475
Obligations under capital lease (note 7)		890		3,943		1,809
Future income taxes (note 8)		9,500		10,675		11,190
Advances from shareholder (note 9(b))		27,079		28,874		35,199
Shareholder’s equity:
Share capital (note 10)		1		1		1
Retained earnings		17,378		29,817		29,193
		17,379		29,818		29,194
Change in accounting policy (note 3)
Contingencies (note 11)
Commitments (note 15)
Subsequent event (note 17)
United States generally accepted accounting principles (note 18)
	$	120,431	$	158,584	$	136,939

See accompanying notes to consolidated financial statements.

F-7

NORAMA LTD.

CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

	Year ended March 31,									Six months ended September 30,						Twelve months ended September 30, 2003
	2001			2002			2003			2002			2003
										(Unaudited)
	(In thousands of Canadian dollars)
Revenue	$	247,267		$	249,351		$	344,186		$	138,059		$	196,259		$	402,386
Job costs:
Wages and benefits		72,657			67,559			96,189			39,017			50,573			107,745
Subcontractors		28,812			22,077			59,174			23,128			31,257			67,303
Materials		10,154			17,350			29,985			16,876			15,825			28,934
Other		16,462			16,907			35,507			12,224			19,286			42,569
		128,085			123,893			220,855			91,245			116,941			246,551
Equipment costs:
Parts		24,021			31,795			25,561			9,902			15,343			31,002
Shop labour and overhead		9,789			18,194			18,489			8,681			13,085			22,893
Equipment leases		12,434			20,596			16,357			9,132			8,509			15,734
Equipment rental		17,905			10,495			10,547			4,169			7,132			13,510
Depreciation		10,409			11,299			10,974			4,409			5,389			11,954
Gain on sale of capital assets		(979	)		(218	)		(2,265	)		(1,480	)		(49	)		(834	)
		73,579			92,161			79,663			34,813			49,409			94,259
Other expenses (income):
General and administrative		7,240			11,038			10,371			5,099			5,714			10,986
Bonuses		2,354			2,051			2,026			—			153			2,179
Interest on operating and term bank loans		1,267			853			1,753			375			614			1,992
Interest on capital lease obligations		282			177			196			70			237			363
Interest on shareholder loans		1,614			2,756			2,223			1,048			1,171			2,346
Interest income		(129	)		(276	)		(10	)		(1	)		(96	)		(105	)
Management fees (note 9(c))		36,550			14,400			8,000			6,600			23,200			24,600
		49,178			30,999			24,559			13,191			30,993			42,361
Income (loss) before income taxes		(3,575	)		2,298			19,109			(1,190	)		(1,084	)		19,215
Income taxes (note 8):
Large corporations tax		219			239			245			—			205			450
Future income taxes (recovery)		(3,886	)		450			6,375			(421	)		(665	)		6,131
		(3,667	)		689			6,620			(421	)		(460	)		6,581
Net earnings (loss)		92			1,609			12,489			(769	)		(624	)		12,634
Retained earnings, beginning of period		16,677			16,769			17,378			17,378			29,817			16,559
Dividends paid		—			(1,000	)		(50	)		(50	)		—			—
Retained earnings, end of period	$	16,769		$	17,378		$	29,817		$	16,559		$	29,193		$	29,193

See accompanying notes to consolidated financial statements.

F-8

NORAMA LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended March 31,									Six months ended September 30,						Twelve months ended September 30, 2003
	2001			2002			2003			2002			2003
										(Unaudited)
	(In thousands of Canadian dollars)
Cash provided by (used in):
Operating activities (note 14):
Net earnings (loss)	$	92		$	1,609		$	12,489		$	(769	)	$	(624	)	$	12,634
Adjustments for:
Depreciation		10,409			11,299			10,974			4,409			5,389			11,954
Gain on sale of capital assets		(979	)		(218	)		(2,265	)		(1,480	)		(49	)		(834	)
Future income taxes (recovery)		(3,886	)		450			6,375			(421	)		(665	)		6,131
Net changes in non-cash operating working capital:
Accounts receivable		(10,886	)		(16,310	)		(6,588	)		11,012			16,526			(1,074	)
Unbilled revenue		(6,931	)		10,252			(12,054	)		(12,690	)		11,693			12,329
Prepaid expenses		(205	)		(274	)		179			(730	)		(544	)		365
Accounts payable		7,302			7,549			4,605			(6,434	)		(10,756	)		283
Accrued liabilities		5,629			(10,182	)		2,568			(3,487	)		(3,628	)		2,427
		545			4,175			16,283			(10,590	)		17,342			44,215
Investing activities:
Acquisition of capital assets		(18,547	)		(8,668	)		(22,932	)		(12,566	)		(4,946	)		(15,312	)
Proceeds on disposal of capital assets		4,172			2,204			4,187			2,469			603			2,321
		(14,375	)		(6,464	)		(18,745	)		(10,097	)		(4,343	)		(12,991	)
Financing activities:
Increase (decrease) in outstanding cheques		150			(2,981	)		(1,098	)		(2,055	)		(2,825	)		(1,868	)
Advances of term bank loan		2,395			8,003			13,500			7,950			—			5,550
Repayment of term bank loans		(9,095	)		(5,614	)		(5,280	)		(2,122	)		(3,334	)		(6,492	)
Net increase (decrease) in operating loan		—			748			(232	)		16,093			(516	)		(16,841	)
Repayments of obligations under capital lease		(1,170	)		(1,250	)		(3,058	)		(656	)		(2,522	)		(4,924	)
Advances from (to) shareholder		30,873			(6,428	)		(1,105	)		1,097			3,225			1,023
Dividends paid		—			(1,000	)		(50	)		(50	)		—			—
		23,153			(8,522	)		2,677			20,257			(5,972	)		(23,552	)
Increase (decrease) in cash		9,323			(10,811	)		215			(430	)		7,027			7,672
Cash position, beginning of period		1,924			11,247			436			436			651			6
Cash position, end of period	$	11,247		$	436		$	651		$	6		$	7,678		$	7,678

See accompanying notes to consolidated financial statements.

F-9

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

1.    Nature of operations:

Norama Ltd. has been operating continuously in western Canada since 1953. The Company completes all forms of earth works projects including contract mining, industrial and commercial site preparation, pipeline and piling installation, underground water and sewer installation and road building.

While most of the Company’s activities are carried out throughout the year, the pipeline sector is seasonal with most of its activity occurring mid-November to April.

2.    Significant accounting policies:

(a) Basis of presentation:

Pursuant to a corporate reorganization, effective July 31, 2003, all the issued common shares of North American Equipment Ltd. (“NAEL”) and North American Construction Group Inc. (“NACGI”) were transferred from Norama Inc. to its new wholly-owned subsidiary, Norama Ltd. The financial statements of Norama Ltd. have been prepared using the continuity of interest method of accounting. Accordingly, the consolidated financial statements of Norama Ltd. reflect the combined carrying values of the assets, liabilities and shareholder’s equity, and the combined operating results of NAEL and NACGI for all periods presented.

The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). Material items that could give rise to measurement differences to these consolidated financial statements under United States GAAP are outlined in note 18. The consolidated financial statements include the accounts of Norama Ltd. and its wholly-owned subsidiary companies, NACGI and NAEL. Material inter-company transactions and balances are eliminated on consolidation.

The subsidiaries of NACGI are as follows:

•      North American Caisson Ltd.	•      North American Pipeline Inc.
•      North American Construction Ltd.	•      North American Road Inc.
•      North American Engineering Inc.	•      North American Services Inc.
•      North American Enterprises Ltd.	•      North American Site Development Ltd.
•      North American Industries Inc.	•      North American Site Services Inc.
•      North American Maintenance Ltd.	•      Griffiths Pile Driving Inc.
•      North American Mining Inc.

Interim financial statements:

The consolidated financial position as at September 30, 2003 and the results of operations and cash flows for the periods ended September 30, 2002 and 2003 is unaudited. The unaudited consolidated financial statements, in the opinion of management, contain all

F-10

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial information for such unaudited periods and the accounting policies applied therein are consistent with those described below.

(b) Use of estimates:

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities.

(c) Capital assets:

Capital assets are recorded at cost. Property under capital lease is initially recorded at the present value of minimum lease payments at the inception of the lease. Depreciation is not recorded until the equipment is put into service. Depreciation for each category of assets is calculated on the following basis and annual rates:

Asset	Basis	Rate
Heavy equipment, including those under capital lease	Straight-line	Operating hours
Other equipment	Declining balance	20	%
Licensed motor vehicles	Declining balance	30	%
Office and computer equipment	Straight-line	25	%

The cost of period repair and maintenance is expensed to the extent that the expenditure serves only to restore the asset to its original condition.

(d) Revenue recognition:

The Company performs the majority of its projects either on a time and materials, cost plus a fixed fee, or on a unit price basis. For time and materials and cost plus a fixed fee contracts, revenue is recognized as costs are incurred. Revenue from unit price contracts is recognized as earned based on quantities completed. Revenue on lump-sum contracts is recognized on the percentage-of-completion method, measured by the ratio of costs incurred to date to estimated total costs.

The length of the Company’s contracts varies, but is typically less than one year. Contract costs include all direct material, subcontractors, labour, and equipment costs and those indirect costs related to contract performance such as indirect labour, supplies, and tool costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which such adjustments are determined. Profit incentives are included in revenue when their realization is reasonably assured. Claims are included in revenue when awarded or received.

F-11

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

The asset entitled “unbilled revenue” represents revenue recognized in advance of amounts invoiced.

(e) Income taxes:

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

(f) Impairment of long-lived assets:

Effective April 1, 2003, the Company has prospectively adopted the new recommendations of the CICA Handbook Section 3063, Impairment of Long-lived Assets, with respect to the measurement and disclosure of the impairment of long-lived assets. This standard requires the recognition of an impairment loss for a long-lived asset to be held and used when changes in circumstances cause its carrying value to exceed the total undiscounted cash flows expected from its use. An impairment loss, if any, is determined as the excess of the carrying value of the assets over its fair value.

3.    Change in accounting policy:

In December 2002, the Accounting Standards Board of the Canadian Institute of Chartered Accountants issued Handbook Section 3063, Impairment of Long-Lived Assets (“Section 3063”). Section 3063 supersedes the write-down and disposal provisions of Section 3061, Property, plant and equipment. Under Section 3063, long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the assets might be impaired. The impairment test is carried out in two steps. In the first step, the carrying amount of the asset (or asset group) is compared with its recoverable amount. The carrying amount of a long-lived asset is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. The second step is carried out when the carrying amount of a long-lived asset is not recoverable, in which case the fair value of the long-lived asset is compared with its carrying amount to measure the amount of the impairment loss, if any. When an impairment loss is recognized, it is presented in income from operations in the income statement. When quoted market prices are not available, the fair value of the long-lived assets is determined using the discounted estimated future cash flow method.

The Company has adopted Section 3063, effective April 1, 2003. In accordance with the requirements of Section 3063, this change in accounting policy has been applied prospectively and the amounts presented for prior periods have not been restated for this change.

F-12

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

4.    Capital assets:

March 31, 2002	Cost		Accumulated depreciation		Net book value
Heavy equipment	$	89,859	$	46,245	$	43,614
Heavy equipment under capital lease		5,136		1,662		3,474
Other equipment		10,026		3,583		6,443
Licensed motor vehicles		7,743		6,058		1,685
Office and computer equipment		2,546		1,003		1,543
	$	115,310	$	58,551	$	56,759
March 31, 2003	Cost		Accumulated depreciation		Net book value
Heavy equipment	$	106,447	$	50,155	$	56,292
Heavy equipment under capital lease		12,559		1,571		10,988
Other equipment		10,722		4,486		6,236
Licensed motor vehicles		7,371		6,082		1,289
Office and computer equipment		2,865		1,436		1,429
	$	139,964	$	63,730	$	76,234
September 30, 2003	Cost		Accumulated depreciation		Net book value
	(Unaudited)
Heavy equipment	$	108,768	$	53,073	$	55,695
Heavy equipment under capital lease		12,559		2,200		10,359
Other equipment		11,383		4,860		6,523
Licensed motor vehicles		7,495		6,185		1,310
Office and computer equipment		3,013		1,663		1,350
	$	143,218	$	67,981	$	75,237

During the year ended March 31, 2003, capital asset additions included $9,439 (all other periods—$nil) of assets which were acquired by means of capital leases.

5.    Operating loan:

The operating loan, authorized to a maximum of $20 million, is due on demand and bears interest at the lender’s prime rate. The loan is secured by a general security agreement covering all present and after-acquired property held by NACGI and its subsidiaries and the postponement of $2 million in advances from shareholder supported by a promissory note.

F-13

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

6.    Term bank loans:

		March 31,				September 30, 2003
Interest rate	Maturity dates	2002		2003
						(Unaudited)
Prime plus 0.25%	May, 2002	$	87	$	—	$	—
Prime plus 0.25%	December, 2002		65		—		—
Prime plus 0.25%	January, 2003		181		—		—
Prime plus 0.25%	July, 2003		133		33		—
Prime plus 0.25%	October, 2003		119		44		6
Prime plus 0.25%	November 2003		183		73		18
Prime plus 0.25%	July, 2004		303		173		108
Fixed at 4.51%	September, 2004		—		9,625		8,575
Prime plus 0.25%	October, 2004		4,133		2,533		1,733
Prime plus 0.25%	April, 2005		370		250		190
Prime plus 0.25%	October, 2006		2,750		2,150		1,850
Prime plus 0.25%	November, 2006		4,584		3,583		3,084
Prime plus 0.25%	December, 2006		—		1,266		1,097
Prime plus 0.25%	August, 2007		998		883		783
Prime plus 0.25%	September, 2007		—		1,513		1,348
			13,906		22,126		18,792
Less current portion			13,906		14,601		12,317
		$	—	$	7,525	$	6,475

The term bank loans are secured by general security agreements providing a first charge on specific heavy equipment with a carrying value of $25,629 (March 31, 2003—$27,764; March 31, 2002—$8,809), assignment of insurance proceeds and subordination of the advances from the shareholder.

Of the loans, $10,217 is due on demand at September 30, 2003. Assuming the debt will not be demanded, principal repayment due in each of the next twelve-month periods are as follows:

	March 31, 2003		September 30, 2003
			(Unaudited)
2004	$	7,251	$	6,420
2005		5,474		4,771
2006		5,301		4,568
2007		3,908		2,831
2008		192		202
	$	22,126	$	18,792

F-14

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

7.    Obligations under capital lease:

		March 31,				September 30, 2003
Interest rate	Maturity dates	2002		2003
						(Unaudited)
Prime	February, 2003	$	565	$	—	$	—
Prime	March, 2003		602		—		—
Prime plus 0.25%	August, 2003		—		134		—
Prime plus 0.25%	August, 2003		—		125		—
Prime plus 0.25%	July, 2004		—		617		390
Prime plus 0.25%	August, 2004		—		983		621
Prime plus 0.25%	August, 2004		—		983		621
Prime plus 0.25%	September, 2004		—		1,051		689
Prime	February, 2005		1,237		889		708
Prime plus 0.25%	August, 2005		—		943		757
Prime plus 0.25%	September, 2005		—		3,060		2,477
			2,404		8,785		6,263
Less current portion			1,514		4,842		4,454
		$	890	$	3,943	$	1,809

Minimum lease payments due in each of the next twelve-month periods are as follows:

	March 31, 2003			September 30, 2003
				(Unaudited)
2004	$	5,154		$	4,497
2005		3,240			2,012
2006		823			—
		9,217			6,509
Less amount representing interest		(432	)		(246	)
Present value of minimum capital lease payments	$	8,785		$	6,263

F-15

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

8.    Income taxes:

Income tax expense (recovery) differs from the amount that would be computed by applying the Federal and provincial statutory income tax rates to income from continuing operations. The reasons for the differences are as follows:

	Year ended March 31,									Six months ended September 30,						Twelve months ended September 30, 2003
	2001			2002			2003			2002			2003
										(Unaudited)
Statutory rate		44.4	%		41.1	%		38.6	%		39.9	%		37.6	%		37.6	%
Expected provision at statutory rate	$	(1,588	)	$	944		$	7,377		$	(474	)	$	(408	)	$	7,225
Change in future income tax liability, resulting from reduction in future statutory income tax rates		(2,302	)		(506	)		(700	)		(326	)		(465	)		(648	)
Large corporations tax		219			239			245			—			205			450
Other		4			12			(302	)		379			208			(446	)
Income tax provision for current period	$	(3,667	)	$	689		$	6,620		$	(421	)	$	(460	)	$	6,581

The tax effects of temporary differences that give rise to future income tax liabilities as at March 31 are presented below:

	March 31,
	2002			2003
Uncertified revenue included in accounts receivable	$	2,470		$	6,123
Unbilled revenue		12,723			24,777
Accounts receivable—holdbacks		4,343			4,671
Accounts payable—holdbacks		(936	)		(43	)
Net book value of capital assets		56,759			76,234
Undepreciated capital cost of capital assets		(31,326	)		(46,686	)
Cumulative eligible capital		(36	)		(33	)
Non-capital tax losses carried forward		(477	)		(2,031	)
Financing fees		—			(34	)
Other		—			(195	)
Net temporary differences		43,520			62,783
Tax rate expected to apply		38.1	%		36.6	%
Net future tax liability		16,600			22,975
Less current portion		7,100			12,300
	$	9,500		$	10,675

During the six months ended September 30, 2003, the Company decreased its future tax liability to $22,310.

F-16

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

9.    Related party transactions:

All related party transactions described below are measured at the exchange amount of consideration established and agreed to by the related parties and all transactions described below are in the normal course of operations.

(a) Office rent:

Pursuant to a five year lease agreement which expires in November, 2007, for the six months ended September 30, 2003, the Company paid office rent of $300 (six months ended September 30, 2002—$240; March 31, 2003—$520; March 31, 2002—$480) to Norama Inc. This net amount is a component of general and administrative expenses.

(b) Advances from shareholder:

The advances from shareholder bear interest at prime plus 2%, are secured by a debenture and by a general security agreement (see also note 6) and are without fixed terms of repayment. The Company expects to repay $nil to Norama Inc. during the remaining six months of fiscal 2004.

(c) Management services:

Norama Inc. charges a fee for management services provided to the Company and its subsidiaries. The management fee represents a distribution of profits to the shareholder with the net result that no current taxes are payable in the Company.

(d) Aviation services:

For the six months ended September 30, 2003, the Company paid Norama Air Inc., a company under common control, for aviation services amounting to $217 (six months ended September 30, 2002—$58; March 31, 2003—$185; March 31, 2002—$nil).

10.    Share capital:

Authorized:

Unlimited number of common voting shares

Issued:

	Number of shares	Amount
Balance, March 31, 2002, 2003 and September 30, 2003	100	$	1

11.    Contingencies:

North American Enterprises Ltd. entered into an alliance partnership with a major customer in Northern Alberta. A portion of the fee earned on the contract may be repayable if the alliance does not meet certain project cost targets. At September 30, 2003, the Company has completed approximately 99% of the project within its budgeted target costs and recognized revenues of $49,548 (March 31, 2003—90% with revenues of $35,209; March 31, 2002—20% with revenues of $7,546). Management does not believe that any amounts will have to be repaid.

F-17

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

12.    Other information:

(a) Accounts receivable:

	March 31,						September 30, 2003
	2002			2003
							(Unaudited)
Accounts receivable—trade	$	42,916		$	51,328		$	32,523
Accounts receivable—holdbacks		4,343			4,671			7,648
Accounts receivable—other		3,049			775			116
Allowance for doubtful accounts		(274	)		(152	)		(191	)
	$	50,034		$	56,622		$	40,096

(b) Accounts payable:

	March 31,				September 30, 2003
	2002		2003
					(Unaudited)
Accounts payable—trade	$	23,279	$	28,777	$	17,644
Accounts payable—holdbacks		936		43		420
	$	24,215	$	28,820	$	18,064

(c) Reflective of its normal business, a majority of the Company’s accounts receivable are due from large companies operating in the resource sector. The Company regularly monitors the activity and balances in these accounts to manage its credit risk and provides an allowance for any doubtful accounts. At September 30, 2003, one customer represented 58% (March 31, 2003—50%; March 31, 2002—47%), of accounts receivable and unbilled revenue.

13.    Financial instruments:

(a) Fair value:

The fair values of the Company’s cash, accounts receivable, outstanding cheques and accounts payable and accrued liabilities approximate their carrying amounts.

The fair value of the operating loan, bank loans and capital lease obligations (collectively “the debt”) are based on management estimates which are determined by discounting cash flows required under the debt at the interest rate currently estimated to be available for loans with similar terms. Based on these estimates, the fair value of the Company’s debt as at September 30, 2003 is not significantly different than its carrying value.

The fair value of the advances from the shareholder is not determinable.

(b) Interest rate risk:

The Company is subject to interest rate risk on the operating loan, bank loans, capital lease obligations and the advances from the shareholder. At September 30, 2003, for each

F-18

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

1% annual fluctuation in the interest rate, the cost of financing will change by approximately $603.

The Company also leases equipment (as described in note 15) with a variable lease payment component that is tied to prime rates. At September 30, 2003, for each 1% annual fluctuation in these rates, lease expense will change by approximately $284.

14.    Supplemental cash flow information:

	Year ended March 31,								Six months ended September 30,						Twelve months ended September 30, 2003
	2001			2002			2003		2002			2003
									(Unaudited)
Cash paid during the year for:
Interest	$	2,285		$	635		$	966	$	446		$	765		$	1,285
Income taxes		216			278			202		130			308			380
Interest received		(91	)		(74	)		—		(1	)		(102	)		(101	)
	$	2,410		$	839		$	1,168	$	575		$	971		$	1,564

15.    Commitments:

The future minimum lease payments in respect of heavy equipment operating leases amount to approximately $7,303 of which $7,220 is payable in 2004 with the balance payable 2005.

16.    Segmented information:

(a) General overview:

The Company conducts business in three business segments: Mining and Site Preparation, Piling and Pipeline.

• Mining and Site Preparation:

The Mining and Site Preparation segment provides mining and site preparation services, including overburden removal and reclamation services, project management and underground utility construction, to a variety of customers throughout Western Canada.

• Piling:

The Piling segment provides deep foundation construction and design build services to a variety of industrial and commercial customers throughout Western Canada.

• Pipeline:

The Pipeline segment provides both small and large diameter pipeline construction and installation services to energy and industrial clients throughout Western Canada.

F-19

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

(b) Results by business segment:

Year ended March 31, 2001	Mining & Site Preparation		Piling		Pipeline		Total
Revenues from external customers	$	153,152	$	36,709	$	57,406	$	247,267
Depreciation of capital assets		7,575		1,184		226		8,985
Segment profits		22,088		9,598		10,208		41,894
Segment assets		67,560		19,456		19,257		106,273
Expenditures for segment capital assets		5,248		10,925		23		16,196
Year ended March 31, 2002	Mining & Site Preparation		Piling		Pipeline		Total
Revenues from external customers	$	186,141	$	35,132	$	28,078	$	249,351
Depreciation of capital assets		7,355		1,568		136		9,059
Segment profits		30,921		8,108		6,111		45,140
Segment assets		65,271		26,771		15,386		107,428
Expenditures for segment capital assets		5,386		74		—		5,460
Year ended March 31, 2003	Mining & Site Preparation		Piling		Pipeline		Total
Revenues from external customers	$	245,235	$	61,006	$	37,945	$	344,186
Depreciation of capital assets		5,631		2,111		184		7,926
Segment profits		31,415		12,483		6,300		50,198
Segment assets		89,501		29,289		24,670		143,460
Expenditures for segment capital assets		26,546		4,422		—		30,968
Six months ended September 30, 2002 (unaudited)	Mining & Site Preparation		Piling		Pipeline		Total
Revenues from external customers	$	102,780	$	31,318	$	3,961	$	138,059
Depreciation of capital assets		2,035		1,241		40		3,316
Segment profits		13,771		6,581		144		20,496
Segment assets		71,485		35,406		6,947		113,838
Expenditures for segment capital assets		9,293		2,899		—		12,192
Six months ended September 30, 2003 (unaudited)	Mining & Site Preparation		Piling		Pipeline		Total
Revenues from external customers	$	147,659	$	30,929	$	17,671	$	196,259
Depreciation of capital assets		3,117		1,027		88		4,232
Segment profits		22,745		7,023		2,931		32,699
Segment assets		81,062		20,628		10,377		112,067
Expenditures for segment capital assets		2,427		406		—		2,833
Twelve months ended September 30, 2003 (unaudited)	Mining & Site Preparation		Piling		Pipeline		Total
Revenues from external customers	$	290,114	$	60,617	$	51,655	$	402,386
Depreciation of capital assets		6,713		1,897		232		8,842
Segment profits		40,389		12,925		9,087		62,401
Segment assets		81,062		20,628		10,377		112,067
Expenditures for segment capital assets		19,680		1,929		—		21,609

F-20

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

(c) Reconciliations:

(i) Income (loss) before taxes:

	Year ended March 31,									Six months ended September 30,						Twelve months ended September 30, 2003
	2001			2002			2003			2002			2003
											(Unaudited)
Total profit for reportable segments	$	41,894		$	45,140		$	50,198		$	20,496		$	32,699		$	62,401
Unallocated corporate expenses		(49,178	)		(30,999	)		(24,559	)		(13,191	)		(30,993	)		(42,361	)
Unallocated equipment revenues (costs)		3,709			(11,843	)		(6,530	)		(8,495	)		(2,790	)		(825	)
Income (loss) before income taxes	$	(3,575	)	$	2,298		$	19,109		$	(1,190	)	$	(1,084	)	$	19,215

(ii) Total assets:

	March 31,				September 30, 2003
	2002		2003
Total assets for reportable segments	$	107,428	$	143,460	$	112,067
Corporate assets		13,003		15,124		24,872
Total enterprise assets	$	120,431	$	158,584	$	136,939

All of the Company’s assets are located in Western Canada.

17.    Subsequent event:

Effective July 18, 2003, the Company’s beneficial shareholders entered into an agreement that will effectively result in the Company disposing of all of its assets and business. Proceeds on the sale are anticipated to exceed the carrying value of the Company’s net assets.

18.    United States generally accepted accounting principles:

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) which differ in certain respects from accounting principles generally accepted in the United States (“U.S. GAAP”). For the periods presented herein, the Company is not aware of any differences in the measurement of operations or the recognition of assets and liabilities under U.S. GAAP.

Recent United States accounting pronouncements:

In June 2001, the U.S. Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”), which addresses financial accounting and reporting for obligations associated with the retirement of long-lived assets

F-21

NORAMA LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the years ended March 31, 2001, 2002, and 2003

(Information as at September 30, 2003 and for the periods ended

September 30, 2002 and 2003 is unaudited)

(Amounts in thousands of Canadian dollars)

and the associated asset retirement costs. SFAS 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company was required to adopt the provisions of SFAS 143 effective January 1, 2002. The Company does not believe that the adoption of SFAS No. 143 will have a material impact on the Company’s financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), which is effective for exit or disposal activities that are initiated after December 31, 2002. SFAS 146 requires that a liability be recognized for exit or disposal costs only when the liability is incurred, as defined in the FASB’s conceptual framework rather than when a company commits to an exit plan, and that the liability be initially measured at fair value. The adoption of this standard is not expected to have a material impact on the consolidated financial statements of the Company.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires the recognition of a liability by a guarantor at the inception of certain guarantees entered into or modified after December 31, 2002. FIN 45 requires the guarantor to recognize a liability for the non-contingent component of certain guarantees; that is, it requires the recognition of a liability for the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. At March 31, 2003 and September 30, 2003, the Company has not provided any guarantees.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). Its consolidation provisions are applicable for all newly created entities created after January 31, 2003, and is applicable to existing variable interest entities as of the beginning of the Company’s second quarter beginning July 1, 2003. With respect to entities that do not qualify to be assessed for consolidation based on voting interests, FIN 46 generally requires a company that has a variable interest(s) that will absorb a majority of the variable interest entity’s expected losses if they occur, receive a majority of the entity’s expected residual returns if they occur, or both to consolidate that variable interest entity. For periods prior to FIN 46’s effective date, certain disclosures are required if it is reasonably possible that the Company will have a significant variable interest in or be the primary beneficiary of a variable interest entity when FIN 46 guidance is effective. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

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ANNEX A

NORTH AMERICAN ENERGY PARTNERS INC.

LETTER OF TRANSMITTAL

LETTER OF TRANSMITTAL

To Tender for Exchange

8¾% Senior Notes due 2011

of

North American Energy Partners Inc.

Pursuant to the Prospectus dated                 , 2004.

THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2004 UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, N.A.

By Overnight Delivery or Regular Mail: Wells Fargo Bank, N.A. Corporate Trust Operations Sixth and Marquette MAC N9303-121 Minneapolis, MN 55479 By Facsimile: (612) 667-4927 Confirm by Telephone: (800) 344-5128 By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR ORIGINAL NOTES TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

This Letter of Transmittal is to be used by holders (“Holders”) of 8 ³/4% Senior Notes due 2011 (the “Original Notes”) of North American Energy Partners Inc. (the “Company”) to receive 8 ³/4% Exchange Senior Notes due 2011 (the “Exchange Notes”) of the Company if: (i) certificates representing Original Notes are to be physically delivered to the Exchange Agent herewith by such Holder; (ii) tender of Original Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Delivery Procedures” in the Prospectus dated             , 2004 (the “Prospectus”); or (iii) tender of Original Notes is to be made according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus.

The undersigned hereby acknowledges receipt of the Prospectus. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Prospectus.

DTC participants that are accepting the exchange offer as set forth in the Prospectus and this Letter of Transmittal (which together constitute the “Exchange Offer”) must transmit their acceptance to DTC which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an agent’s message to the Exchange Agent for its acceptance. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the agent’s message. By tendering Original Notes pursuant to the book-entry procedures established by DTC, the participant agrees to be bound by the

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terms of this Letter of Transmittal as if such participant had signed and physically delivered such document to the Exchange Agent.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

If a Holder wishes to surrender Original Notes pursuant to the Exchange Offer and cannot meet the Expiration Date deadline, or cannot deliver the Original Notes, the Letter of Transmittal or any other documentation on time, then the Holder must surrender the Original Notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus. See Instruction 2.

The undersigned should complete, execute and deliver this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

TENDER OF ORIGINAL NOTES

¨ CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

¨ CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                                                       

DTC Account Number:                                                                                                                                                                          

Transaction Code Number:                                                                                                                                                               

¨ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):                                                                                                                                                  

Window Ticker Number (if any):                                                                                                                                                    

Date of Execution of Notice of Guaranteed Delivery:                                                                                                       

Name of Eligible Institution that Guaranteed Delivery:                                                                                                  

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List below the Original Notes to which this Letter of Transmittal relates. The name(s) and address(es) of the registered Holder(s) should be printed, if not already printed below, exactly as they appear on the Original Notes tendered herewith. The Original Notes and the principal amount of Original Notes that the undersigned wishes to tender should be indicated in the appropriate boxes. If the space provided is inadequate, list the certificate number(s) and principal amount(s) on a separately executed schedule and affix the schedule to this Letter of Transmittal.

DESCRIPTION OF ORIGINAL NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in if blank) See Instruction 3	Certificate Number(s)*	Aggregate Principal Amount Represented**	Principal Amount Tendered**
	Total Principal Amount of Original Notes
*   Need not be completed by Holders tendering by book-entry transfer. **   Unless otherwise specified, the entire aggregate principal amount represented by the Original Notes described above will be deemed to be rendered. See Instruction 4.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to North American Energy Partners Inc. (the “Company”), upon the terms and subject to the conditions set forth in its Prospectus dated             , 2004 (the “Prospectus”), receipt of which is hereby acknowledged, and in accordance with this Letter of Transmittal (which together constitute the “Exchange Offer”), the principal amount of Original Notes indicated in the foregoing table entitled “Description of Original Notes” under the column heading “Principal Amount Tendered.”

Subject to, and effective upon, the acceptance for purchase of the principal amount of Original Notes tendered herewith in accordance with the terms and subject to the conditions of the Exchange Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all of the Original Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to such Original Notes, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) present such Original Notes and all evidences of transfer and authenticity to, or transfer ownership of, such Original Notes on the account books maintained by DTC to, or upon the order of, the Company, (ii) present such Original Notes for transfer of ownership on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms and conditions of the Exchange Offer as described in the Prospectus.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim, when the same are accepted by the Company. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by the Company to be necessary or desirable to complete the sale, exchange, assignment and transfer of the Original Notes tendered hereby. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Original Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder of such Original Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company or a broker-dealer tendering the Original Notes acquired directly from the Company for its own account.

The undersigned also acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the provisions of the Securities Act), provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. The Company, however, does not intend to request the SEC to consider, and the SEC has not considered, the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the

A-4

undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes acquired as a result of market-making or other trading activities (a “Participating Broker-Dealer”), it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus (as amended or supplemented from time to time) in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, such Participating Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, dated November 26, 2003, among the Company, the guarantors named therein and the initial purchasers, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer in connection with resales of Exchange Notes received in exchange for Original Notes which were acquired by such Participating Broker-Dealer for its own account as a result of market-making or other trading activities, for a period ending on the earlier of (i) 180 days from the date the registration statement, of which the Prospectus is a part, is declared effective and (ii) the date on which a Participating Broker-Dealer is no longer required to deliver a Prospectus in order to resell the Exchange Notes or in connection with market-making or other trading activities. In that regard, each Participating Broker-Dealer by tendering such Original Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, such Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker-Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be.

The undersigned understands that tenders of Original Notes may be withdrawn by written or facsimile transmission notice of withdrawal received by the Exchange Agent at any time prior to the Expiration Date. In the event of a termination of the Exchange Offer, the Original Notes tendered pursuant to the Exchange Offer will be returned to the tendering Holders promptly, at no cost (or, in the case of Original Notes tendered by book-entry transfer, such Original Notes will be credited to the account maintained at DTC from which such Original Notes were delivered). If the waiver of an unsatisfied condition by the Company constitutes a material change to the Exchange Offer, the Company will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered Holders, and the Company will extend the Exchange Offer to the extent required by law.

The undersigned understands that the tender of Original Notes pursuant to any of the procedures set forth in the Prospectus and in the instructions hereto will constitute the undersigned’s acceptance of the

A-5

terms and conditions of the Exchange Offer. The Company’s acceptance for exchange of Original Notes tendered pursuant to any of the procedures described in the Prospectus will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the prospectus, the Company may not be required to accept for exchange any of the Original Notes tendered hereby.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned understands that the delivery and surrender of any Original Notes is not effective, and the risk of loss of the Original Notes does not pass to the Exchange Agent or the Company, until receipt by the Exchange Agent of this Letter of Transmittal, or a manually signed facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to the validity, form, acceptance, withdrawal and eligibility, including time of receipt of surrendered original notes, will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Original Notes not properly surrendered, to reject any Original Notes if acceptance of them would, in the opinion of the Company’s counsel, be unlawful and to waive any defects, irregularities or conditions of surrender as to particular Original Notes.

Unless waived, the undersigned must cure any defects or irregularities in connection with surrenders of Original Notes on or before the Expiration Date. Although the Company intends to notify Holders of defects or irregularities in connection with surrenders of Original Notes, neither the Company, the Exchange Agent nor anyone else will be liable for failure to give such notice. Surrenders of Original Notes will not be deemed to have been made until any defects or irregularities have been cured or waived.

Unless otherwise indicated herein under “Special Issuance Instructions,” the undersigned hereby requests that any Original Notes representing principal amounts not tendered or not accepted for exchange be issued in the name(s) of the undersigned (and in the case of Original Notes tendered by book-entry transfer, by credit to the account of DTC), and Exchange Notes issued in exchange for Original Notes pursuant to the Exchange Offer be issued to the undersigned. Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” the undersigned hereby requests that any Original Notes representing principal amounts not tendered or not accepted for exchange and Exchange Notes issued in exchange for Original Notes pursuant to the Exchange Offer be delivered to the undersigned at the address shown below the undersigned’s signature(s). In the event that the “Special Issuance Instructions” box or the “Special Delivery Instructions” box is, or both are, completed, the undersigned hereby requests that any Original Notes representing principal amounts not tendered or not accepted for purchase be issued in the name(s) of, certificates for such Original Notes be delivered to, and Exchange Notes issued in exchange for Original Notes pursuant to the Exchange Offer be issued in the name(s) of, and be delivered to, the person(s) at the address(es) so indicated, as applicable. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” box or “Special Delivery Instructions” box to transfer any Original Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the principal amount of such Original Notes so tendered.

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¨ CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD ORIGINAL NOTES IS AN AFFILIATE OF THE COMPANY.

¨ CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD ORIGINAL NOTES TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED SUCH NOTES DIRECTLY FROM THE COMPANY OR AN AFFILIATE OF THE COMPANY.

¨ CHECK HERE AND COMPLETE THE LINES BELOW IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD ORIGINAL NOTES TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED SUCH NOTES IN MARKET-MAKING OR OTHER TRADING ACTIVITIES. IF THIS BOX IS CHECKED, THE COMPANY WILL SEND 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO TO YOU OR SUCH BENEFICIAL OWNER AT THE ADDRESS SPECIFIED IN THE FOLLOWING LINES.

Name:                                                                                                                                                                                                                                      

Address:                                                                                                                                                                                                                                 

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) To be completed ONLY if Original Notes in a principal amount not tendered or not accepted for exchange are to be issued in the name of, or Exchange Notes are to be issued in the name of, someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Original Notes” within this Letter of Transmittal. Issue: ¨  Original Notes              ¨  Exchange Notes (check as applicable) Name:                                                                                 (Please Print) Address:                                                                           (Please Print) (Zip Code) (Tax Identification or Social Security Number) (See Substitute Form W-9 herein) SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) To be completed ONLY if Original Notes in a principal amount not tendered or not accepted for exchange or Exchange Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or to an address different from that shown in the box entitled “Description of Original Notes” within this Letter of Transmittal. Issue: ¨  Original Notes               ¨  Exchange Notes (check as applicable) Name:                                                                             (Please Print) Address:                                                                        (Please Print) (Zip Code) (Tax Identification or Social Security Number) (See Substitute Form W-9 herein)

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PLEASE SIGN HERE

(To be completed by all tendering Holders of Original Notes

regardless of whether Original Notes are being physically delivered herewith)

This Letter of Transmittal must be signed by the registered Holder(s) exactly as name(s) appear(s) on certificate(s) for Original Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as owner of Original Notes, or by the person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

Signature(s) of Registered Holder(s) or Authorized Signatory

(See guarantee requirement below)

Dated:                                                                                                                                                                                                                 

Name(s):                                                                                                                                                                                                          

(Please Print)

Capacity (Full Title):                                                                                                                                                                                  

Address:                                                                                                                                                                                                            

(Including Zip Code)

Area Code and Telephone Number:                                                                                                                                              

Tax Identification or Social Security Number:                                                                                                                        

(Complete Accompanying Substitute Form W-9)

SIGNATURE GUARANTEE

(IF REQUIRED—SEE INSTRUCTIONS 1 AND 5)

Authorized Signature                                                                                                                                                                               

Name of Firm                                                                                                                                                                                                

[place seal here]

A-9

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.    Signature Guarantees.    In the event that signatures on this letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be made by an Eligible Institution. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as “an eligible guarantor institution,” including (as such terms are defined therein) (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association. Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Original Notes surrendered hereby are surrendered (i) by a registered Holder of Original Notes that has not completed the box titled “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instruction 5.

2.    Delivery of Letter of Transmittal and Original Notes.    This Letter of Transmittal is to be completed by Holders if (i) certificates representing Original Notes are to be physically delivered to the Exchange Agent herewith by such Holders; (ii) tender of Original Notes is to be made by book-entry transfer to the Exchange Agent’s account at DTC pursuant to the procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Delivery Procedures” in the Prospectus, or (iii) tender of Original Notes is to be made according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus. All physically delivered Original Notes, or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Original Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth on the cover page hereto on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

If a Holder desires to tender Original Notes pursuant to the Exchange Offer and time will not permit this Letter of Transmittal, certificates representing such Original Notes and all other required documents to reach the Exchange Agent, or the procedures for book-entry transfer cannot be completed, on or prior to the Expiration Date, such Holder must tender such Original Notes pursuant to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus. Pursuant to such procedures:

(i)  such tender must be made by or through an Eligible Institution,

(ii)  prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within five New York Stock Exchange (“NYSE”) trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof), together with the certificate(s) for all physically tendered Original Notes, or a book-entry confirmation, and any other documents required by this Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent, and

(iii)  a properly executed Letter of Transmittal, as well as the certificate(s) for all physically tendered Original Notes in proper form for transfer or book-entry confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five NYSE trading days after the Expiration Date.

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Any Holder of Original Notes who wishes to tender his Original Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date. The Exchange Agent will send a notice of guaranteed delivery upon request if Original Notes are surrendered according to the guaranteed delivery procedures set forth above.

The method of delivery of this Letter of Transmittal, the Original Notes and all other required documents, including delivery through DTC, is at the election and risk of the tendering Holder and, except as otherwise provided in this Instruction 2, delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to such date.

No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or a facsimile thereof), waive any right to receive any notice of the acceptance of their Original Notes for exchange.

3.    Inadequate Space.    If the space provided herein is inadequate, the certificate numbers and/or the principal amount represented by Original Notes should be listed on a separate signed schedule attached hereto.

4.    Partial Tenders.    (Not applicable to Holders who tender by book-entry transfer). If Holders wish to tender less than the entire principal amount evidenced by an Original Note submitted, such Holders must fill in the principal amount that is to be tendered in the “Principal Amount Tendered” column of the box entitled “Description of Original Notes” on page 3 of this Letter of Transmittal. The minimum permitted tender is US$1,000 in principal amount of Original Notes. All other tenders must be in integral multiples of US$1,000 in principal amount. In the case of a partial tender of Original Notes, as soon as practicable after the Expiration Date, new certificates for the remainder of the Original Notes that were evidenced by such Holder’s old certificates will be sent to such Holder, unless otherwise provided in the appropriate box on this Letter of Transmittal. The entire principal amount that is represented by Original Notes delivered to the Exchange Agent will be deemed to have been tendered, unless otherwise indicated.

5.    Signatures on Letter of Transmittal, Instruments of Transfer and Endorsements.    If this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes tendered hereby, the signatures must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown as the owner of the Original Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Original Notes.

If any of the Original Notes tendered hereby are registered in the name of two or more Holders, all such Holders must sign this Letter of Transmittal. If any of the Original Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or bond powers or any Original Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person’s authority to so act must be submitted. Unless waived by the Company, such person must submit with this Letter of Transmittal evidence satisfactory to the Company of such person’s authority to act in the particular capacity.

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When this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes listed herein and transmitted hereby, no endorsements of Original Notes or separate instruments of transfer are required unless Exchange Notes are to be issued, or Original Notes not tendered or exchanged are to be issued, to a person other than the registered Holder(s), in which case signatures on such Original Notes or instruments of transfer must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed other than by the registered Holder of any Original Notes listed in this Letter of Transmittal, then such Original Notes must be endorsed or accompanied by a properly completed bond power. The bond power must authorize the party signing this Letter of Transmittal to tender the Original Notes on behalf of the registered Holder and must be signed by the registered Holder as the registered Holder’s name appears on the Original Notes. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

6.    Special Issuance and Delivery Instructions.    If certificates for Exchange Notes or unexchanged or untendered Original Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes or such Original Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown herein, the appropriate boxes on this Letter of Transmittal should be completed. All Original Notes tendered by book-entry transfer and not accepted for payment will be returned by crediting the account at DTC designated herein as the account for which such Original Notes were delivered.

7.    Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter of Transmittal.

8.    Waiver of Conditions.    The conditions of the Exchange Offer may be amended or waived by the Company in whole or in part at any time and from time to time in the Company’s sole discretion in the case of any Original Notes tendered.

9.    Substitute Form W-9.    Each tendering owner of an Original Note (or other payee) is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”), generally the owner’s social security or federal employer identification number, and with certain other information, on Substitute Form W-9, which is provided hereafter under “Important Tax Information,” and to certify that the owner (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering owner (or other payee) to a US$50 penalty imposed by the Internal Revenue Service and 28% federal income tax withholding. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering owner (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Exchange Agent is not provided with a TIN within 60 days of the date on the Substitute Form W-9, the Exchange Agent will withhold 28% until a TIN is provided to the Exchange Agent.

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10.    Broker-dealers Participating in the Exchange Offer.    If no broker-dealer checks the last box on page 7 of this Letter of Transmittal, the Company has no obligation under the Registration Rights Agreement to allow the use of the Prospectus for resales of the Exchange Notes by broker-dealers or to maintain the effectiveness of the Registration Statement of which the Prospectus is a part after the consummation of the Exchange Offer.

11.    Irregularities.    The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under the caption “The Exchange Offer” or any conditions or irregularity in any tender of Original Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders.

The Company’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Original Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Original Notes, neither the Company, any employees, agents, affiliates or assigns of the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

12.    No Conditional Tenders.    No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

13.    Mutilated, Lost, Stolen or Destroyed Original Notes.    Any tendering Holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated on the front of this Letter of Transmittal for further instructions.

14.    Requests for Assistance or Additional Copies.    Any questions or requests for assistance or additional copies of the Prospectus, this Letter of Transmittal or the notice of guaranteed delivery may be directed to the Exchange Agent at the telephone numbers and location listed on the cover page of this Letter of Transmittal. A Holder or owner may also contact such Holder’s or owner’s broker, dealer, commercial bank or trust company or nominee for assistance concerning the Exchange Offer.

15.    Incorporation of Letter of Transmittal.    This Letter of Transmittal shall be deemed to be incorporated in any tender of Original Notes by any DTC participant effected through procedures established by DTC and, by virtue of such tender, such participant shall be deemed to have acknowledged and accepted this Letter of Transmittal on behalf of itself and the beneficial owners of any Original Notes so tendered. By tendering Original Notes pursuant to book-entry procedures established by DTC, the DTC participant agrees to be bound by the terms of this Letter of Transmittal as if such participant had signed and physically delivered such document to the Exchange Agent.

IMPORTANT: This Letter of Transmittal (or a facsimile hereof), together with certificates representing the Original Notes and all other required documents or the notice of guaranteed delivery, must be received by the Exchange Agent on or prior to the Expiration Date.

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IMPORTANT TAX INFORMATION

Under federal income tax law, an owner of Original Notes whose tendered Original Notes are accepted for exchange is required to provide the Exchange Agent with such owner’s current TIN on Substitute Form W-9 below. If such owner is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the owner or other recipient of Exchange Notes may be subject to a US$50 penalty imposed by the Internal Revenue Service. In addition, any interest on Exchange Notes paid to such owner or other recipient may be subject to 28% backup withholding tax.

Certain owners of Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that owner must submit to the Exchange Agent a properly completed Internal Revenue Service Forms W-8ECI, W-8BEN, W-8EXP or W-8IMY (collectively, a “Form W-8”), signed under penalties of perjury attesting to that individual’s exempt status. Failure to provide the information required by Form W-8 may subject the tendering owner (or other payee) to a US$50 penalty imposed by the Internal Revenue Service and 28% federal income tax withholding. A Form W-8 can be obtained from the Exchange Agent.

Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding the owner is required to notify the Exchange Agent of the owner’s current TIN (or the TIN of any other payee) by completing the following form, certifying that the TIN provided on Substitute Form W-9 is correct (or that such owner is awaiting a TIN), and that (i) the owner is exempt from withholding, (ii) the owner has not been notified by the Internal Revenue Service that the owner is subject to backup withholding as a result of failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the owner that the owner is no longer subject to backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

What Number to Give the Exchange Agent

The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the owner of the Original Notes. If the Original Notes are registered in more than one name or are not registered in the name of the actual owner consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9,” for additional guidance on which number to report.

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PAYEE’S NAME:

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number(s) OR Employer Identification Number(s)
	Part 2—Certifications—Under penalties of perjury, I certify that: (1)   The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and (2)   I am not subject to backup withholding because: (a) I am exempt from backup Number (“TIN”) withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. (3)   I am a U.S. person (including a U.S. resident alien).
	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. Signature:                                                      Date:		Part 3— Awaiting TIN    ¨

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A US$50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28%. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days of the date in this form, 28% of all reportable cash payments made to me will be withheld until I provide a taxpayer identification number.

Signature:                                                                                                       Date:                                                                                               

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

North American Energy Partners Inc.; North American Construction Group Inc.

Applicable Laws of Canada

Section 124 of the Canada Business Corporations Act provides that a corporation may indemnify a present or former director or officer of the corporation, or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, provided that the individual (a) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, the other entity; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.

Section 124 of the Canada Business Corporations Act also provides that a corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual shall repay the moneys if the individual does not fulfill the conditions set out in set out in subsections (a) and (b) above.

A corporation may, with the approval of a court, indemnify an individual referred to above, or advance moneys as set out above, in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in subsections (a) and (b) above.

Notwithstanding the above, an individual is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described above, if the individual seeking indemnity (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; (b) 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 the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and (c) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.

By-laws

Each corporation’s by-laws provide that, subject to the limitations contained in the Canada Business Corporations Act, the corporation shall indemnify a director or officer, a former director or officer, or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all

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costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of such individual’s association with the corporation or other entity, if the individual (a) 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 the other entity for which the individual acted as director or officer or in a similar capacity at the request of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. The by-laws also provide that the corporation may advance moneys to an individual entitled to indemnification for the costs, charges and expenses of such proceedings.

Each corporation’s by-laws also provide that the corporation may purchase and maintain insurance for the benefit of any individual referred to above against any liability incurred by the individual in the individual’s capacity as a director or officer, or similar capacity, of the corporation or of another entity, if the individual acts or acted at the request of the corporation.

North American Construction Ltd.

Applicable Laws of Canada

See the discussion of applicable laws of Canada above under “North American Energy Partners Inc.; North American Construction Group Inc.”

By-laws

The corporation’s by-laws provide that, except in respect of an action by or on behalf of the corporation to procure a judgment in its favor, the corporation shall indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of another entity of which the corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including amounts paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or other entity, if (a) he acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The corporation’s by-laws also provide that the corporation may, with the approval of the court, indemnify a person referred to above in respect of an action by or on behalf of the corporation to procure a judgment in its favor, to which he is made a party by reason of being or having been a director or an officer of the corporation, against all costs, charges and expenses reasonably incurred by him in connection with the action if he fulfils the conditions set out in the paragraph above. 

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Griffiths Pile Driving Inc.; North American Enterprises Ltd.; North American Industries Inc.; North American Maintenance Ltd.; North American Mining Inc.; North American Pipeline Inc.; North American Road Inc.; North American Services Inc.; North American Site Services Inc.

Applicable Laws of Alberta

Section 124 of the Business Corporations Act (Alberta) provides that a corporation may indemnify a present or former director or officer of the corporation, or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, provided that the individual (a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, the other entity; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

Section 124 of the Business Corporations Act (Alberta) also provides that, except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favor, a corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual shall repay the moneys if the individual does not fulfill the conditions set out in set out in subsections (a) and (b) above.

A corporation may, with the approval of a court, indemnify an individual referred to above, or advance moneys as set out above, in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in subsections (a) and (b) above.

Notwithstanding the above, an individual is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described above, if the individual seeking indemnity (a) was substantially successful on the merits in the person’s defense of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the corporation; (b) 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 the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; (c) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful; and (d) is fairly and reasonably entitled to the indemnity.

By-laws

Each corporation’s by-laws provide that, except in respect of an action by or on behalf of the corporation to procure a judgment in its favor, the corporation shall indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of another entity of which the

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corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including amounts paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or other entity, if (a) he acted honestly and in good faith with a view to the best interests of the corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

Each corporation’s by-laws also provide that the corporation may, with the approval of the court, indemnify a person referred to above in respect of an action by or on behalf of the corporation to procure a judgment in its favor, to which he is made a party by reason of being or having been a director or an officer of the corporation, against all costs, charges and expenses reasonably incurred by him in connection with the action if he fulfils the conditions set out in the paragraph above.

NACG Finance LLC

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. NACG Finance LLC’s limited liability company agreement provides that NACG Finance LLC shall indemnify its managers to the full extent allowed by the Delaware Limited Liability Company Act. Further, the limited liability company agreement provides that NACG Finance LLC, in the sole discretion of its Board of Managers, may indemnify any officer, employee, agent or other person to the full extent allowed by the Delaware Limited Liability Company Act.

North American Caisson Ltd.

Applicable Laws of Alberta

See the discussion of applicable laws of Alberta above under “Griffiths Pile Driving Inc.; North American Enterprises Ltd.; North American Industries Inc.; North American Maintenance Ltd.; North American Mining Inc.; North American Pipeline Inc.; North American Road Inc.; North American Services Inc.; North American Site Services Inc.”

By-laws

The corporation’s by-laws provide that the corporation shall indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of another entity of which the corporation is or was a shareholder or creditor, and his heirs and legal representatives, to the extent permitted by the Business Corporations Act (Alberta).

North American Engineering Inc.

Applicable Laws of Alberta

See the discussion of applicable laws of Alberta above under “Griffiths Pile Driving Inc.; North American Enterprises Ltd.; North American Industries Inc.; North American Maintenance

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Ltd.; North American Mining Inc.; North American Pipeline Inc.; North American Road Inc.; North American Services Inc.; North American Site Services Inc.”

By-laws

The corporation’s by-laws provide that the corporation shall indemnify, to the extent permitted by law, all directors and officers, and other persons acting at the corporation’s request as a director or officer of an entity to which the corporation is or was a shareholder or creditor. The indemnity shall include all costs, charges, expenses, judgments or settlement sums reasonably incurred with respect to any civil, criminal, or administrative action or proceeding. The corporation’s by-laws also provide that the corporation may purchase and maintain liability insurance for the benefit of any directors or officers, former directors and officers, and any other person acting at the corporation’s request as a director or officer of an entity to which the corporation is or was a shareholder or creditor. The insurance may cover any liability for costs, charges, expenses, judgments or settlement sums reasonably incurred with respect to any civil, criminal, or administrative action or proceeding.

North American Site Development Ltd.

Applicable Laws of Alberta

See the discussion of applicable laws of Alberta above under “Griffiths Pile Driving Inc.; North American Enterprises Ltd.; North American Industries Inc.; North American Maintenance Ltd.; North American Mining Inc.; North American Pipeline Inc.; North American Road Inc.; North American Services Inc.; North American Site Services Inc.”

By-laws

The corporation’s by-laws provide that the corporation may purchase and maintain such insurance as the board of directors of the corporation may from time to time determine for the benefit of its officers and directors in their capacity acting as officers and directors of the corporation, or as officers and directors of other entities, except when the liability relates to the failure of an officer or director to act honestly and in good faith with a view to the best interests of the corporation.

Indemnity Agreement

North American Energy Partners Inc. has entered into an indemnity agreement with Ronald Crawford pursuant to which North American Energy Partners Inc. is obligated to indemnify Ronald Crawford, as the nominee of North American Energy Partners Inc. to act as manager of NACG Finance LLC, to the full extent permitted by applicable law.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit Number	Description
3.1	—Articles of Incorporation of North American Energy Partners Inc., filed with the Corporations Directorate of Industry Canada on October 17, 2003 (together with amendments thereto).
3.2	—By-laws of North American Energy Partners Inc.

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Exhibit Number	Description
3.3	—Articles of Incorporation of Griffiths Pile Driving Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on September 8, 2000 (together with amendments thereto).
3.4	—By-laws of Griffiths Pile Driving Inc.
3.5	—Certificate of Formation of NACG Finance LLC, filed with the Secretary of State of the State of Delaware on October 21, 2003.
3.6	—First Amended and Restated Limited Liability Company Agreement of NACG Finance LLC.
3.7	—Articles of Incorporation of North American Caisson Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on January 1, 1991.
3.8	—By-laws of North American Caisson Ltd.
3.9	—Articles of Incorporation of North American Construction Group Inc., filed with the Corporations Directorate of Industry Canada on October 17, 2003 (together with amendments thereto).
3.10	—By-laws of North American Construction Group Inc.
3.11	—Articles of Incorporation of North American Construction Ltd., filed with the Corporations Directorate of Industry Canada on August 3, 1988.
3.12	—By-laws of North American Construction Ltd.
3.13	—Articles of Incorporation of North American Engineering Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on August 10, 1990.
3.14	—By-laws of North American Engineering Inc.
3.15	—Articles of Incorporation of North American Enterprises Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on September 21, 1998.
3.16	—By-laws of North American Enterprises Ltd.
3.17	—Articles of Incorporation of North American Industries Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on January 15, 1991 (together with amendments thereto).
3.18	—By-laws of North American Industries Inc.
3.19	—Articles of Incorporation of North American Maintenance Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on December 16, 1991 (together with amendments thereto).
3.20	—By-laws of North American Maintenance Ltd.
3.21	—Articles of Incorporation of North American Mining Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on November 26, 1999.
3.22	—By-laws of North American Mining Inc.
3.23	—Articles of Incorporation of North American Pipeline Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on December 16, 1991.

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Exhibit Number	Description
3.24	—By-laws of North American Pipeline Inc.
3.25	—Articles of Incorporation of North American Road Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on October 21, 1988 (together with amendments thereto).
3.26	—By-laws of North American Road Inc.
3.27	—Articles of Incorporation of North American Services Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on March 9, 1998.
3.28	—By-laws of North American Services Inc.
3.29	—Articles of Incorporation of North American Site Development Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on February 15, 1982 (together with amendments thereto).
3.30	—By-laws of North American Site Development Ltd.
3.31	—Articles of Incorporation of North American Site Services Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on February 10, 2003.
3.32	—By-laws of North American Site Services Inc.
4.1	—Indenture, dated as of November 26, 2003, among North American Energy Partners Inc., the guarantors named therein and Wells Fargo Bank, N.A., as Trustee.
4.2	—Form of 8 3/4% Senior Note due 2011 (contained in the Indenture filed as Exhibit 4.1).
4.3	—Registration Rights Agreement, dated as of November 26, 2003, among North American Energy Partners Inc., the guarantors named therein, BNP Paribas Securities Corp. and RBC Dominion Securities Corporation.
5.1	—Opinion of Bracewell & Patterson, L.L.P.
5.2	—Opinion of Borden Ladner Gervais LLP.
10.1	—Credit Agreement, dated as of November 26, 2003, among North American Energy Partners Inc., the lenders named therein, Royal Bank of Canada, as Administrative Agent, BNP Paribas Securities Corporation and RBC Capital Markets, as Lead Arrangers and Book Managers, and BNP Paribas, as Syndication Agent.
10.2	—Master Equipment Lease, dated as of February 12, 2003, among North American Equipment Ltd. and HSBC Bank Canada, as lessor.
10.3	—Master Equipment Lease, dated as of September 15, 2000, among North American Equipment Ltd. and Wajax Finance Ltd., as lessor.
10.4	—Renewal Lease Agreement, dated as of December 1, 2002, between North American Construction Group Inc. and Norama Inc., as landlord.
10.5	—Indemnity Agreement, dated as of November 25, 2003, between North American Energy Partners Inc. and Ronald Crawford.
12.1	—Computation of Ratio of Earnings to Fixed Charges.
21.1	—Subsidiaries of North American Energy Partners Inc.
23.1	—Consent of KPMG LLP.
23.2	—Consent of KPMG LLP.

II-7

Exhibit Number	Description
23.3	—Consent of Bracewell & Patterson, L.L.P. (included in their opinion filed as Exhibit 5.1).
23.4	—Consent of Borden Ladner Gervais LLP (included in their opinion filed as Exhibit 5.2).
24.1	—Powers of attorney.
25.1	—Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wells Fargo Bank, N.A.
99.1	—Form of Notice of Guaranteed Delivery.
99.2	—Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(b) Financial Statement Schedules are omitted because they are either not required, are not applicable or because equivalent information has been incorporated herein by reference or included in the financial statements, the notes thereto or elsewhere herein.

(c) There are no reports, opinions or appraisals included herein.

Item 22. Undertakings

1. (a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-8

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

2. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

3. The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

4. The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN ENERGY PARTNERS INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President, Finance

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President, Finance (Principal Financial and Accounting Officer)
* William C. Oehmig	Chairman
/s/    JOHN D. HAWKINS         John D. Hawkins	Director
* Jean-Pierre L. Conte	Director
* Peter Schweinfurth	Director
* K. Rick Turner	Director
* John A. Brussa	Director
* Jim G. Gardiner	Director
* Donald R. Getty	Director

II-10

Name	Title
* Martin Gouin	Director
* Gary K. Wright	Director

*By:	/s/    JOHN D. HAWKINS
	John D. Hawkins Attorney-in-fact for persons indicated

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

GRIFFITHS PILE DRIVING INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NACG FINANCE LLC
By:	/s/    JOHN D. HAWKINS
	John D. Hawkins Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    WILLIAM C. OEHMIG         William C. Oehmig	President (Principal Executive Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Vice President (Principal Financial and Accounting Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Manager
* Ron Crawford	Manager

*By:	/s/    JOHN D. HAWKINS
	John D. Hawkins Attorney-in-fact for persons indicated

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN CAISSON LTD.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN CONSTRUCTION GROUP INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President, Finance

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT          Vincent J. Gallant	Vice President, Finance (Principal Financial and Accounting Officer)
* William C. Oehmig	Chairman
/s/    JOHN D. HAWKINS         John D. Hawkins	Director
* Jean-Pierre L. Conte	Director
* Peter Schweinfurth	Director
* K. Rick Turner	Director
* John A. Brussa	Director
* Jim G. Gardiner	Director
* Donald R. Getty	Director

II-15

Signature	Title
* Martin Gouin	Director
* Gary K. Wright	Director

*By:	/s/    JOHN D. HAWKINS
	John D. Hawkins Attorney-in-fact for persons indicated

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN CONSTRUCTION LTD.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN ENGINEERING INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN ENTERPRISES LTD.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN INDUSTRIES INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN MAINTENANCE LTD.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN MINING INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN PIPELINE INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN ROAD INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN SERVICES INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN SITE DEVELOPMENT LTD.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spruce Grove, Alberta, Canada, on December 19, 2003.

NORTH AMERICAN SITE SERVICES INC.
By:	/s/    VINCENT J. GALLANT
	Vincent J. Gallant Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Name	Title
/s/    GORDON A. PARCHEWSKY         Gordon A. Parchewsky	President and Director (Principal Executive Officer)
/s/    VINCENT J. GALLANT         Vincent J. Gallant	Vice President (Principal Financial and Accounting Officer)
/s/    JOHN D. HAWKINS         John D. Hawkins	Director

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned has duly signed this registration statement, solely in its capacity as the authorized representative of each registrant not incorporated in the United States, on December 19, 2003.

NACG FINANCE LLC
By:	/s/    JOHN D. HAWKINS
	John D. Hawkins Vice President

II-28

EXHIBIT INDEX

Exhibit Number	Description
3.1	—Articles of Incorporation of North American Energy Partners Inc., filed with the Corporations Directorate of Industry Canada on October 17, 2003 (together with amendments thereto).
3.2	—By-laws of North American Energy Partners Inc.
3.3	—Articles of Incorporation of Griffiths Pile Driving Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on September 8, 2000 (together with amendments thereto).
3.4	—By-laws of Griffiths Pile Driving Inc.
3.5	—Certificate of Formation of NACG Finance LLC, filed with the Secretary of State of the State of Delaware on October 21, 2003.
3.6	—First Amended and Restated Limited Liability Company Agreement of NACG Finance LLC.
3.7	—Articles of Incorporation of North American Caisson Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on January 1, 1991.
3.8	—By-laws of North American Caisson Ltd.
3.9	—Articles of Incorporation of North American Construction Group Inc., filed with the Corporations Directorate of Industry Canada on October 17, 2003 (together with amendments thereto).
3.10	—By-laws of North American Construction Group Inc.
3.11	—Articles of Incorporation of North American Construction Ltd., filed with the Corporations Directorate of Industry Canada on August 3, 1988.
3.12	—By-laws of North American Construction Ltd.
3.13	—Articles of Incorporation of North American Engineering Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on August 10, 1990.
3.14	—By-laws of North American Engineering Inc.
3.15	—Articles of Incorporation of North American Enterprises Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on September 21, 1998.
3.16	—By-laws of North American Enterprises Ltd.
3.17	—Articles of Incorporation of North American Industries Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on January 15, 1991 (together with amendments thereto).
3.18	—By-laws of North American Industries Inc.
3.19	—Articles of Incorporation of North American Maintenance Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on December 16, 1991 (together with amendments thereto).
3.20	—By-laws of North American Maintenance Ltd.

Exhibit Number	Description
3.21	—Articles of Incorporation of North American Mining Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on November 26, 1999.
3.22	—By-laws of North American Mining Inc.
3.23	—Articles of Incorporation of North American Pipeline Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on December 16, 1991.
3.24	—By-laws of North American Pipeline Inc.
3.25	—Articles of Incorporation of North American Road Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on October 21, 1988 (together with amendments thereto).
3.26	—By-laws of North American Road Inc.
3.27	—Articles of Incorporation of North American Services Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on March 9, 1998.
3.28	—By-laws of North American Services Inc.
3.29	—Articles of Incorporation of North American Site Development Ltd., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on February 15, 1982 (together with amendments thereto).
3.30	—By-laws of North American Site Development Ltd.
3.31	—Articles of Incorporation of North American Site Services Inc., filed with the Registrar of Corporations, Alberta Consumer and Corporate Affairs on February 10, 2003.
3.32	—By-laws of North American Site Services Inc.
4.1	—Indenture, dated as of November 26, 2003, among North American Energy Partners Inc., the guarantors named therein and Wells Fargo Bank, N.A., as Trustee.
4.2	—Form of 8 3/4% Senior Note due 2011 (contained in the Indenture filed as Exhibit 4.1).
4.3	—Registration Rights Agreement, dated as of November 26, 2003, among North American Energy Partners Inc., the guarantors named therein, BNP Paribas Securities Corp. and RBC Dominion Securities Corporation.
5.1	—Opinion of Bracewell & Patterson, L.L.P.
5.2	—Opinion of Borden Ladner Gervais LLP.
10.1	—Credit Agreement, dated as of November 26, 2003, among North American Energy Partners Inc., the lenders named therein, Royal Bank of Canada, as Administrative Agent, BNP Paribas Securities Corporation and RBC Capital Markets, as Lead Arrangers and Book Managers, and BNP Paribas, as Syndication Agent.
10.2	—Master Equipment Lease, dated as of February 12, 2003, among North American Equipment Ltd. and HSBC Bank Canada, as lessor.
10.3	—Master Equipment Lease, dated as of September 15, 2000, among North American Equipment Ltd. and Wajax Finance Ltd., as lessor.
10.4	—Renewal Lease Agreement, dated as of December 1, 2002, between North American Construction Group Inc. and Norama Inc., as landlord.
10.5	—Indemnity Agreement, dated as of November 25, 2003, between North American Energy Partners Inc. and Ronald Crawford.

Exhibit Number	Description
12.1	—Computation of Ratio of Earnings to Fixed Charges.
21.1	—Subsidiaries of North American Energy Partners Inc.
23.1	—Consent of KPMG LLP.
23.2	—Consent of KPMG LLP.
23.3	—Consent of Bracewell & Patterson, L.L.P. (included in their opinion filed as Exhibit 5.1).
23.4	—Consent of Borden Ladner Gervais LLP (included in their opinion filed as Exhibit 5.2).
24.1	—Powers of attorney.
25.1	—Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wells Fargo Bank, N.A.
99.1	—Form of Notice of Guaranteed Delivery.
99.2	—Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

EX-3.1

                                                                     EXHIBIT 3.1

Industry Canada    Industrie Canada        ELECTRONIC         RAPPORT DE LA
                                       TRANSACTION REPORT      TRANSACTION
                                                               ELECTRONIQUE
Canada Business    Loi canadienne sur     ARTICLES OF
Corporations Act   les societes par      INCORPORATION     STATUTS CONSTITUTES
                   actions                (SECTION 6)
                                                               (ARTICLE 6)

Processing Type - Mode de Traitement:
- --------------------------------------------------------------------------------
1.   Name of Corporation - Denomination de la societe

     North American Energy Partners Inc.

- --------------------------------------------------------------------------------
2.   The province or territory in Canada where the registered office is to be
     situated -
     La province ou le territoire au Canada oir se situera le siege social

     AB

- --------------------------------------------------------------------------------
3.   The classes and any maximum number of shares that the corporation is
     authorized to issue -
     Categories et le nombre maximal d'actions que la societe est autorisee a
     emettre

     The annexed Schedule 1 is incorporated in this form.
     L'anexe 1 ci-jointe fait partie integrante de la presente formule.

- --------------------------------------------------------------------------------
4.   Restrictions, if any, on share transfers - Restrictions sur le transfert de
     actions, s'il y a lieu

     The annexed Schedule 2 is incorporated in this form.
     L'annexe 2 ci-jointe fait partie integrante de la presente formule.

- --------------------------------------------------------------------------------
5.   Number (or minimum and maximum number) of directors - Nombre (ou nombre
     minimal et maximal) d-administrateurs

     Minimum:1 Maximmum: 10

- --------------------------------------------------------------------------------
6.   Restrictions, if any, on business the corporation may carry on -
     Limites imposes a 1'activite commerciale de la societe , s'il y a lieu

     The annexed Schedule 3 is incorporated in this form.
     L'annexe 3 ci-jointe fait partie integrante de la presente formule.

- --------------------------------------------------------------------------------
7.   Other provisions, if any - Autres dispositions, s'il y a lieu

     The annexed Schedule 4 is incorporated in this form.
     L'annexe 4 ci-jointe fait partie integrante de la presente formule.

- --------------------------------------------------------------------------------
8.   Incorporators - Fondateurs

- --------------------------------------------------------------------------------
Name(s) - Nom(s)       Address (including postal code) -     Signature
                       Adresse (inclur le code postal)
FRANCIS S. CALLAGHAN   68 BROOKE AVENUE, TORONTO, ONTARIO,   FRANCIS CALLAGHAN
                       CANADA, M5M 219
- --------------------------------------------------------------------------------
                                                                          Canada



                               SCHEDULE / ANNEXE 1

3.   The classes and any maximum number of shares that the corporation is
     authorized to issue:

The corporation is authorized to issue an unlimited number of common shares.



                               SCHEDULE / ANNEXE 2

4.   Restrictions, if any, on share transfers:

No share or shares of the corporation shall at any time be transferred to any
person without either (a) the consent of the directors to be signified by a
resolution passed by the board or by an instrument or instruments in writing
signed by a majority of the directors, or (b) the consent of the shareholders of
the corporation to be signified by a resolution passed by the shareholders or by
an instrument or instruments in writing signed by the holders of the shares of
the corporation representing a majority of the votes attributable to all of the
issued and outstanding shares of the corporation.



                               SCHEDULE / ANNEXE 3

None.



                               SCHEDULE / ANNEXE 4

7.   Other provisions:

The number of shareholders of the corporation, exclusive of persons who are in
its employment and exclusive of persons who, having been formerly in the
employment of the corporation, were, while in that employment, and have
continued after the termination of that employment to be, shareholders of the
corporation, is limited to not more than fifty, two or more persons who are the
joint registered owners of one or more shares being counted as one shareholder.

Any invitation to the public to subscribe for securities of the corporation is
prohibited.

Subject to the provisions of the Canada Business Corporations Act, the
corporation shall have a lien on the shares registered in the name of a
shareholder or such shareholder's legal representative for a debt of that
shareholder to the corporation.

The board of directors may from time to time on behalf of the corporation,
without authorization of the shareholders:

(1)  borrow money on the credit of the corporation;

(2)  issue, reissue, sell, pledge or hypothecate bonds, debentures, notes or
other evidences of indebtedness of the corporation, whether secured or
unsecured;

(3)  give a guarantee on behalf of the corporation to secure performance of any
present or future indebtedness, liability or obligation of any person; and

(4)  mortgage, hypothecate, pledge or otherwise create a security interest in
all or any currently owned or subsequently acquired real or personal, movable or
immovable, property of the corporation including book debts, rights, powers,
franchises and undertakings, to secure any such bonds, debentures, notes or
other evidences of indebtedness or any guarantees or any other present or future
indebtedness, liability or obligation of the corporation,

The board of directors may from time to time delegate to such one or more of the
directors and officers of the corporation as may be designated by the board all
or any of the powers conferred on the board above to such extent and in such
manner as the board shall determine at the time of such delegation.





Industry Canada     Industrie Canada                  FORM 4                 FORMULE 4
                                              ARTICLES OF AMENDMENT    CLAUSES MODIFICATRICES
Canada Business     Loi canadienne sur les    (SECTION 27 OR 177)       (ARTICLES 27 OU 177)
Corporations Act    societes par actions
                                                              
- ------------------------------------------------------------------------------------------------------
1- Name of the  Corporation - Denomination  sociale de la societe     2 - Corporation number -
   NORTH AMERICAN ENERGY PARTNERS INC.                                    615088-8

- ------------------------------------------------------------------------------------------------------
3- The articles of the above-named corporation are amended as follows:   Les status de la societe
                                                                         mentionnee ci-dessus sont
                                                                         modifies de la facon
                                                                         suivante:

     1.   To change the number of directors to a minimum of 1 and a maximum of
          20.

     2.   To delete the following paragraph from Other Provisions:

          Any invitation to the public to subscribe for securities of the
          corporation is prohibited.


- -----------------------------------------------------------------------------------------------------
Date                               Signature                              4-Capacity of - En
November 21, 2003                                                         qualite de

                                   /s/ Kent Wallace                       Secretary

- ------------------------------------------------------------------------------------------------------
For Department Use Only            Printed Name - Nom en letters moulees
Al'usage du ministere seulement
Filed                              Kent Wallace
Deposee
- ------------------------------------------------------------------------------------------------------

EX-3.2

                                                                     EXHIBIT 3.2

                                  BY-LAW NO. 1

                 A by-law relating generally to the transaction
                         of the business and affairs of

                  NORTH AMERICAN ENERGY PARTNERS INC.

                                    CONTENTS

Part              Description

I        -        Interpretation
II       -        Business of the Corporation
III      -        Borrowing and Securities
IV       -        Directors
V        -        Committees
VI       -        Officers
VII      -        Protection of Directors, Officers and Others
VIII     -        Shares
IX       -        Dividends and Rights
X        -        Meetings of Shareholders
XI       -        Notices
XII      -        Documents in Electronic Form
XIII     -        Effective Date

          BE IT ENACTED as a by-law of NORTH AMERICAN ENERGY PARTNERS INC.
(hereinafter referred to as the "Corporation') as follows:



                                     PART I

                                 INTERPRETATION

1.01      Definitions. In the by-laws of the Corporation, unless the context
otherwise requires:

"Act" means the Canada Business Corporations Act, and any statute that may be
     substituted therefor, as from time to time amended;

"appoint" includes "elect" and vice versa;

"articles" means the articles of incorporation of the Corporation as from time
     to time amended or restated;

"board" means the board of directors of the Corporation;



                                      - 2 -

"by-laws" means this by-law and all other by-laws of the Corporation from time
     to time in force and effect;

"meeting of shareholders" includes an annual meeting of shareholders and a
     special meeting of shareholders; "special meeting of shareholders" includes
     a meeting of any class or classes of shareholders and a special meeting of
     all shareholders entitled to vote at an annual meeting of shareholders;

"non-business day" means Saturday, Sunday and any other day that is a holiday as
     defined in the Interpretation Act (Canada);

"recorded address" means in the case of a shareholder, that person's address as
     recorded in the securities register; and in the case of joint shareholders
     the address appearing in the securities register in respect of such joint
     holding or the first address so appearing if there are more than one; and
     in the case of a director, officer, auditor or member of a committee of the
     board, that individual's latest address as recorded in the records of the
     Corporation;

"regulations" means the regulations enacted pursuant to the Act, as from time to
     time amended;

"signing officer" means, in relation to any instrument, any person authorized to
     sign the same on behalf of the Corporation by section 2.03 or by a
     resolution passed pursuant thereto;

"unanimous shareholder agreement" means a written agreement among all the
     shareholders of the Corporation, or among all such shareholders and one or
     more persons who are not shareholders, or a written declaration of the
     beneficial owner of all of the issued shares of the Corporation, that
     restricts, in whole or in part, the powers of the directors to manage the
     business and affairs of the Corporation, as from time to time amended;

save as aforesaid, words and expressions defined in the Act have the same
     meanings when used herein; and

words importing the singular number include the plural and vice versa; and words
     importing persons include individuals, bodies corporate, partnerships,
     trusts and unincorporated organizations.

                                    PART II

                           BUSINESS OF THE CORPORATION

2.01      Corporate Seal. The Corporation may have one or more different
corporate seals which may be adopted or changed from time to time by the board,
on which the name of the Corporation appears in the language or one or more of
the languages set out in the articles.



                                      - 3 -

2.02      Financial Year. The financial year of the Corporation shall end on
such day in each year as the board may from time to time by resolution
determine.

2.03      Execution of Instruments. Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any one of the directors or officers. In addition, the board may
from time to time direct the manner in which and the person or persons by whom
any particular instrument or class of instruments may or shall be signed. Any
signing officer may affix the corporate seal (if any) to any instrument. Any
signing officer may certify a copy of any instrument, resolution, by-law or
other document of the Corporation to be a true copy thereof.

2.04      Execution in Counterpart. Any articles, notice, resolution,
requisition, statement or other document required or permitted to be executed in
several documents of like form each of which is executed by all persons required
or permitted, as the case may be, to do so, shall be deemed to constitute one
document and to bear date as of the date of execution thereof by the last
person.

2.05      Banking Arrangements. The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.

2.06      Voting Rights in Other Bodies Corporate. The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such proxies, certificates
or other evidence shall be in favour of such person or persons as may be
determined by the officers signing or arranging for them. In addition, the board
may from time to time direct the manner in which and the person or persons by
whom any particular voting rights or class of voting rights may or shall be
exercised.

2.07      Withholding Information from Shareholders. No shareholder shall be
entitled to discovery of any information respecting any details or conduct of
the Corporation's business which, in the opinion of the board, it would be
inexpedient in the interests of the shareholders or the Corporation to
communicate to the public. The board may from time to time determine whether and
to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right of inspecting any account, record or document of the Corporation
except as conferred by the Act or authorized by the board or by resolution
passed at a meeting of shareholders.

2.08      Creation and Consolidation of Divisions. The board may cause the
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as



                                      - 4 -

the board may consider appropriate in each case. The board may also cause the
business and operations of any such division to be further divided into
sub-units and the business and operations of any such divisions or sub-units to
be consolidated upon such basis as the board may consider appropriate in each
case.

2.09      Name of Division. Subject to compliance with law, any division or its
sub-units may be designated by such name as the board may from time to time
determine and may transact business under such name, provided that the
Corporation shall set out its corporate name in Legible characters in all
contracts, invoices, negotiable instruments and orders for goods or services
issued or made by or on behalf of the Corporation.

2.10      Officers of Division. From time to time the board or, if authorized by
the board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The board or, if authorized by the board, the chief executive
officer, may remove at its or that individual's pleasure any officer so
appointed, without prejudice to such officer's rights under any employment
contract. Officers of divisions or their sub-units shall not, as such, be
officers of the Corporation.

                                    PART III

                            BORROWING AND SECURITIES

3.01      Borrowing Power. Without limiting the borrowing powers of the
Corporation as set forth in the Act, but subject to the articles and any
unanimous shareholder agreement, the board may. from time to time on behalf of
the Corporation, without authorization of the shareholders:

(a)       borrow money on the credit of the Corporation;

(b)       issue, reissue, sell, pledge or hypothecate bonds, debentures, notes
          or other evidences of indebtedness or guarantee of the Corporation,
          whether secured or unsecured;

(c)       give a guarantee on behalf of the Corporation to secure performance of
          any present or future indebtedness, liability or obligation of any
          person and

(d)       mortgage, hypothecate, pledge or otherwise create a security interest
          in all or any currently owned or subsequently acquired real or
          personal, movable or immovable, property of the Corporation including
          book debts, rights, powers, franchises and undertakings, to secure any
          such bonds, debentures, notes or other evidences of indebtedness or
          guarantee or any other present or future indebtedness, liability or
          obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.



                                      - 5 -

3.02      Delegation. The board may from time to time delegate to a committee of
the board, a director or an officer of the Corporation or any other person as
may be designated by the board all or any of the powers conferred on the board
by section 3.01 or by the Act to such extent and in such manner as the board may
determine at the time of each such delegation.

                                     PART IV

                                    DIRECTORS

4.01      Number of Directors and Quorum. Until changed in accordance with the
Act, the board shall consist of not less than the minimum and not more than the
maximum number of directors provided for in the articles. The directors or the
shareholders may by resolution from time to time determine the number of
directors to be elected at an annual meeting, within such minimum and maximum.
Subject to section 4.08, the quorum for the transaction of business at any
meeting of the board shall consist of a majority of the minimum number of
directors provided for in the articles or such greater number of directors as
the board may from time to time determine.

4.02      Qualification. Unless otherwise provided by the Act, at least
twenty-five percent of the directors shall be resident Canadians. However, if at
any time there are less than four directors, at least one director must be a
resident Canadian. No person shall be qualified for election as a director if
such person: (a) is less than 18 years of age; (b) is of unsound mind and has
been so found by a court in Canada or elsewhere; (c) is not an individual; or
(d) has the status of a bankrupt. A director need not be a shareholder.

4.03      Election and Term. The election of directors shall take place at the
first meeting of shareholders and at each annual meeting of shareholders and all
the directors then in office shall retire but, if qualified, shall be eligible
for re-election. The number of directors to be elected at any such meeting shall
be the number of directors then in office unless the directors or the
shareholders otherwise determine. The election shall be by resolution. If an
election of directors is not held at the proper time, the incumbent directors
shall continue iii office until their successors are elected. Where the
shareholders adopt an amendment to the articles to increase the number or
minimum number of directors, the shareholders may, at the meeting at which they
adopt the amendment, elect the additional number of directors thereby
authorized.

4.04      Removal of Directors. Subject to the provisions of the Act, the
shareholders may by resolution passed at a meeting specially called for such
purpose remove any director from office and the vacancy created by such removal
may be filled at the same meeting failing which it may be filled by the board.

4.05      Vacation of Office. A director ceases to hold office when such
director dies, is removed from office by the shareholders acting pursuant to the
Act, or ceases to be qualified for election as a director, or earlier if such
director shall have submitted a written resignation to the Corporation; in which
last-mentioned event such director shall cease to hold office at the later of
(i) the time when such written resignation is sent or delivered to the
Corporation and (ii) the time, if any, specified in such written resignation as
the effective time of such resignation.




                                     - 6 -

4.06      Vacancies. Subject to the Act, a quorum of the board may fill a
vacancy in the board, except a vacancy resulting from an increase in the minimum
or maximum number of directors or from a failure of the shareholders to elect
the minimum number of directors. In the absence of a quorum of the board, or if
the vacancy has arisen from a failure of the shareholders to elect the minimum
number of directors, the board shall forthwith call a special meeting of
shareholders to fill the vacancy. If the board fails to call such meeting or if
there are no directors then in office, any shareholder may call the meeting.

4.07      Action by the Board. Subject to any unanimous shareholder agreement,
the board shall manage, or supervise the management of, the business and affairs
of the Corporation. Subject to sections 4.08 and 4.09, the powers of the board
may be exercised by a meeting at which the quorum is present or by resolution in
writing signed by all the directors entitled to vote on that resolution at a
meeting of the board. Where there is a vacancy in the board, the remaining
directors may exercise all the powers of the beard so long as a quorum remains
in office. Where the Corporation has only one director, that director may
constitute a meeting.

4.08      Canadian Directors Present at Meeting. Unless otherwise provided by
the Act, the board shall not transact business at a meeting, other than filling
a vacancy in the board, unless at least twenty-five percent of the directors
present at the meeting are resident Canadians or, if there are less than four
directors, at least one of the directors present is a resident Canadian, except
where:

(a)       a resident Canadian director who is unable to be present approves in
          writing or by telephonic, electronic or other communications
          facilities, the business transacted at the meeting; and

(b)       the required number of resident Canadians would have been present had
          that director been present at the meeting.

4.09      Meeting by Communications Facility. If all the directors of the
Corporation consent, a director may, in accordance with the regulations,
participate in a meeting of the board, or of a committee of the board, by means
of a telephonic, electronic or other communications facility that permits all
participants to communicate adequately with each other during the meeting. A
director participating in such a meeting by such means is deemed to be present
at the meeting. Any such consent shall be effective whether given before or
after the meeting to which it relates and may be given with respect to all
meetings of the board and of committees of the board.

4.10      Place of Meetings. Meetings of the board maybe held at any place in or
outside Canada.

4.11      Calling of Meetings. Meetings of the board shall be held from time to
time at such time and at such place as the board, the chairman of the board, the
managing director, the president, the vice-president or any two directors may
determine.

4.12      Notice of Meeting. Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 11.01 to each director
not less than 48



                                     - 7 -

hours before the time when the meeting is to be held. A notice of a meeting of
directors need not specify the purpose of or the business to be transacted at
the meeting except where the Act requires such purpose or business to be
specified, including, if required by the Act, any proposal to:

(a)       submit to the shareholders any question or matter requiring approval
          of the shareholders;

(b)       fill a vacancy among the directors or in the office of auditor, or
          appoint additional directors;

(c)       issue securities;

(d)       issue shares of a series;

(e)       declare dividends;

(f)       purchase, redeem or otherwise acquire shares issued by the
          Corporation;

(g)       pay a commission for the sale of shares;

(h)       approve a management proxy circular;

(i)       approve a take-over bid circular or directors' circular;

(j)       approve any annual financial statements; or

(k)       adopt, amend or repeal by-laws.

4.13      First Meeting of New Board. Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.

4.14      Adjourned Meeting. Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.15      Regular Meetings. The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named. A copy
of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.

4.16      Chairman. The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president. If no such officer is present, the
directors present shall choose one of their numbers to be chairman.



                                     - 8 -

4.17      Votes to Govern. At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall be entitled to a second or casting
vote.

4.18      Declaration of Interest. A director or officer who is a party to, or
who is a director or officer of, or has a material interest in, any person who
is a party to a material contract or material transaction, whether made or
proposed, with the Corporation, shall disclose the nature and extent of his or
her interest at the time and in the manner provided by the Act. Any such
contract or proposed contract shall be referred to the board or shareholders for
approval even if such contract is one that in the ordinary course of the
Corporation's business would not require approval by the board or shareholders,
and a director interested in a contract so referred to the board shall not vote
on any resolution to approve the same except as provided by the Act.

4.19      Remuneration and Expenses. Subject to any unanimous shareholder
agreement, the directors shall be paid such remuneration for their services as
the board may from time to time determine. The directors shall also be entitled
to be reimbursed for traveling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                                     PART V

                                   COMMITTEES

5.01      Committee of Board. The board may appoint one or more committees of
the board, however designated, and delegate to any such committee any of the
powers of the board except those which, under the Act, a committee of the board
has no authority to exercise.

5.02      Transaction of Business. The powers of a committee of the board may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all members of such committee who would have been entitled to vote on
that resolution at a meeting of the committee. Meetings of such committee may be
held at any place in or outside of Canada.

5.03      Advisory Bodies. The board may from time to time appoint advisory
bodies.

5.04      Procedure. Unless otherwise determined by the board, each committee
and advisory body shall have power to fix its quorum at not less than a majority
of its members, to elect its chairman arid to regulate its procedure.

                                     PART VI

                                    OFFICERS

6.01      Appointment. Subject to any unanimous shareholder agreement, the board
may from time to time appoint a president, one or more vice-presidents (to which
title may be added words indicating seniority or function), a secretary, a
treasurer and such other



                                     - 9 -

officers as the board may determine, including one or more assistants to any of
the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
Subject to sections 6.02 and 6.03, an officer may but need not be a director and
one person may hold more than one office.

6.02      Chairman of the Board. The board may from time to time also appoint a
chairman of the board. If appointed, the board may assign to the chairman any of
the powers and duties that are by any provisions of this by-law assigned to the
managing director or to the president, and the chairman shall, subject to the
provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the chairman of the board, the
chairman's duties shall be performed and the chairman's powers exercised by the
managing director, if any, or by the president.

6.03      Managing Director. The board may from time to time also appoint a
managing director who shall be a resident Canadian and a director. If appointed,
the managing director shall be the chief executive officer and, subject to the
authority of the board, shall have general supervision of the business and
affairs of the Corporation; and the managing director shall, subject to the
provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the president, or if no president
has been appointed, the managing director shall also have the powers and duties
of that office.

6.04      President. If appointed, the president shall be the chief operating
officer and, subject to the authority of the board, shall have general
supervision of the business of the Corporation; and the president shall have
such other powers and duties as the board may specify. During the absence or
disability of the managing director, or if no managing director has been
appointed, the president shall also have the powers and duties of that office.

6.05      Vice-President. A vice-president shall have such powers and duties as
the board or the chief executive officer may specify.

6.06      Secretary. The secretary, as and when requested to do so, shall attend
and be the secretary of all meetings of the board, shareholders and committees
of the board and shall enter or cause to be entered in records kept for that
purpose minutes of all proceedings thereat; the secretary shall give or cause to
be given, as and when instructed, all notices to shareholders, directors,
officers, auditors and members of committees of the board; the secretary shall
be the custodian of the stamp or mechanical device generally used for affixing
the corporate seal of the Corporation (if any) and of all books, papers,
records, documents and instruments belonging to the Corporation, except when
some other officer or agent has been appointed for that purpose; and the
secretary shall have such other powers and duties as the board or the chief
executive officer may specify.

6.07      Treasurer. The treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
the treasurer shall render to the board whenever required an account of all
transactions undertaken and of the



                                     - 10 -

financial position of the Corporation; and the treasurer shall have such other
powers and duties as the board or the chief executive officer may specify.

6.08      Powers and Duties of Other Officers. The powers and duties of all
other officers shall be such as the terms of their engagement call for or as the
board or the chief executive officer may specify. Any of the powers and duties
of an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the board or the chief executive officer
otherwise directs.

6.09      Variation of Powers and Duties. The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.

6.10      Term of Office. The board, in its discretion, may remove any officer
of the Corporation, without prejudice to such office's rights under any
employment contract. Otherwise each officer appointed by the board shall hold
office until such officer's successor is appointed, or until such officer's
earlier resignation.

6.11      Terms of Employment and Remuneration. The terms of employment and the
remuneration of an officer appointed by the board shall be settled by it from
time to time.

6.12      Declaration of Interest. An officer shall disclose his or her interest
in any material contract or proposed material contract with the Corporation in
accordance with section 4.18.

6.13      Agents and Attorneys. The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the powers to subdelegate) as may
be thought fit.

6.14      Fidelity bonds. The board may require such officers, employees and
agents of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers arid duties, in such form and with such
surety as the board may from time to time determine.

                                    PART VII

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01      Limitation of Liability. No director or officer shall be liable for
the acts, receipts, neglects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
such individual's part, or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of such individual's office or
in relation thereto; provided that nothing



                                     - 11 -

herein shall relieve any director or officer from the duty to act in accordance
with the Act and the regulations thereunder or from liability for any breach
thereof.

7.02      Indemnity. Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or officer,
or another individual who acts or acted at the Corporation's request as a
director or officer, or an individual acting in a similar capacity, of another
entity, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by the individual in
respect of any civil, criminal, administrative, investigative or other action or
proceeding in which the individual is involved because of such individual's
association with the Corporation or other entity, if the individual:

(a)       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 the
          other entity for which the individual acted as director or officer or
          in a similar capacity at the request of the Corporation; and

(b)       in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, the individual had reasonable
          grounds for believing that the individual's conduct was lawful.

The Corporation may advance moneys to an individual entitled to indemnification
pursuant to this section for the costs, charges and expenses of such
proceedings. The Corporation shall also indemnify such person in such other
circumstances as the Act requires. Nothing in this by-law shall limit the right
of any person entitled to indemnity apart from the provisions of this by-law.

7.03      Insurance. The Corporation may purchase and maintain insurance for the
benefit of any individual referred to in section 7.02 against any liability
incurred by the individual:

(a)       in the individual's capacity as a director or officer of the
          Corporation; or

(b)       in the individual's capacity as a director or officer, or similar
          capacity, of another entity, if the individual acts or acted in that
          capacity at the request of the Corporation.

                                    PART VIII

                                     SHARES

8.01      Allotment. Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is
fully paid as provided by the Act.

8.02      Commissions. The board may from time to time authorize the Corporation
to pay a commission to any person in consideration of such person purchasing or
agreeing



                                     - 12 -

to purchase shares of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.

8.03      Registration of Transfers. Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon
presentation of the certificate representing such shares with an endorsement,
which complies with the Act, made thereon or delivered therewith duly executed
by an appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any fees
prescribed by the board, upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 8.05.

8.04      Transfer Agents and Registrars. The board may from time to time
appoint one or more agents to maintain, in respect of each class of securities
of the Corporation issued by it in registered form, a central securities
register and one or more branch securities registers. Such a person may be
designated as transfer agent or registrar according to such person's functions
and one person may be designated both registrar and transfer agent. The board
may at any time terminate such appointment.

8.05      Lien for Indebtedness. If the articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to any other provision of
the articles and to any unanimous shareholder agreement, by the sale of the
shares thereby affected or by any other action, suit, remedy or proceeding
authorized or permitted by law or by equity and, pending such enforcement, the
Corporation may refuse to register a transfer of the whole or any part of such
shares.

8.06      Non-recognition of Trusts. Subject to the provisions of the Act, the
Corporation may treat the person in whose name a share is registered in the
securities register as the person exclusively entitled to vote, to receive
notices, to receive any dividend or other payments in respect of the share and
otherwise to exercise all the rights and powers of an owner.

8.07      Share Certificates. Every holder of one or more shares of the
Corporation shall be entitled, at the shareholder's option, to a share
certificate, or to a non-transferable written certificate of acknowledgment of
such shareholder's right to obtain a share certificate, stating the number and
class or series of shares held by such shareholder as shown on the securities
register. Such certificates shall be in such form as the board shall from time
to time approve. Any such certificate shall be signed in accordance with section
2.03 and need not be under corporate seal; provided that, unless the board
otherwise determines, certificates in respect of which a transfer agent and/or
registrar has been appointed shall not be valid unless countersigned by or on
behalf of such transfer agent and/or registrar. The signature of one of the
signing officers or, in the case of certificates which are not valid unless
countersigned by or on behalf of a transfer agent and/or registrar, the
signatures of both signing officers, may be printed or mechanically reproduced
in facsimile upon certificates and every such facsimile signature shall for all
purposes be deemed to be the signature of the officer whose signature it
reproduces and shall be binding upon the Corporation. A certificate executed as
aforesaid shall be valid



                                     - 13 -

notwithstanding that one or both of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.

8.08      Replacement of Share Certificates. The board or any officer or agent
designated by the board may in its or such person's discretion direct the issue
of a new share certificate or certificate of acknowledgment in lieu of and upon
cancellation of a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully taken on payment
of such fee, not exceeding the amount prescribed by regulation for the issuing
of a share certificate in respect of a transfer, and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
board may from time to time prescribe, whether generally or in any particular
case.

8.09      Joint Shareholders. If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

8.10      Deceased Shareholders. In the event of the death of a holder, or of
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.

                                     PART IX

                              DIVIDENDS AND RIGHTS

9.01      Dividends. Subject to the provisions of the Act and the articles, the
board may from time to time declare dividends payable to the shareholders
according to their respective rights and interest in the Corporation. Dividends
may be paid in money or property or by issuing fully paid shares of the
Corporation.

9.02      Dividend Cheques. A dividend payable in money shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his or her recorded address, unless such holder otherwise directs. In the case
of joint holders the cheque shall, unless such joint holders otherwise direct,
be made payable to the order of all of such joint holders and mailed to them at
their recorded address. The mailing of such cheque as aforesaid, unless the same
is not paid on due presentation, shall satisfy and discharge the liability for
the dividend to the extent of the sum represented thereby plus the amount of any
tax which the Corporation is required to and does withhold.

9.03      Non-receipt of Cheques. In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of



                                     - 14 -

expenses and evidence of non-receipt and of title as the board may from time to
time prescribe, whether generally or in any particular case.

9.04      Record Date for Dividends and Rights. The board may fix in advance a
date, preceding by not more than 60 days, or such other period as may be
prescribed by regulation, the date for the payment of any dividend or the date
for the issue of any warrant or other evidence of the right to subscribe for
securities of the Corporation, as a record date for the determination of the
persons entitled to receive payment of such dividend or to exercise the right to
subscribe for such securities, and notice of any such record date shall be given
not less than 7 days before such record date, or such other period as may be
prescribed by regulation, in the manner provided by the Act. If no record date
is so fixed, the record date for the determination of the persons entitled to
receive payment of any dividend or to exercise the right to subscribe for
securities of the Corporation shall be at the close of business on the day on
which the resolution relating to such dividend or right to subscribe is passed
by the board.

9.05      Unclaimed Dividends. Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.

                                     PART X

                            MEETINGS OF SHAREHOLDERS

10.01     Annual Meetings. The annual meeting of shareholders shall be held at
such time in each year and, subject to section 10.03, at such place as the board
may from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing an auditor and transacting such other
business as may properly be brought before the meeting.

10.02     Special Meetings. The board, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.

10.03     Place of Meetings. Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the province in which the
registered office is situate or, if the board shall so determine, at some other
place in Canada or, at some place outside Canada if such place is specified in
the articles or all the shareholders entitled to vote at the meeting so agree.

10.04     Participation by Electronic Means. If the Corporation chooses to make
available a telephonic, electronic or other communication facility that permits
all participants to communicate adequately with each other during a meeting of
shareholders, any person entitled to attend such meeting may participate in the
meeting by means of such telephonic, electronic or other communication facility
in the manner provided by the Act and the regulations. A person participating in
a meeting by such means is deemed to be present at the meeting. Notwithstanding
any other provision of this by-law, any person participating in a meeting of
shareholders pursuant this section who is entitled to vote at that meeting may
vote, in accordance with the Act and the regulations, by means



                                     - 15 -

of any telephonic, electronic or other communication facility that the
Corporation has made available for that purpose.

10.05     Meeting Held by Electronic Means. Notwithstanding section 10.03, if
the directors or shareholders of the Corporation call a meeting of shareholders
pursuant to the Act, those directors or shareholders, as the case may be, may
determine that the meeting shall be held, in accordance with the Act and the
regulations, entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting. Notwithstanding any other provision of this
by-law, any person participating in a meeting of the shareholders pursuant this
section who is entitled to vote at that meeting may vote, in accordance with the
Act and the regulations, by means of any telephonic, electronic or other
communication facility that the Corporation has made available for that purpose.

10.06     Notice of Meetings. Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 11.01 not more
than 60 days nor less than 21 days before the date of the meeting, or within
such other period as may be prescribed by regulation, to each director, to the
auditor and to each shareholder who at the close of business on the record date
for notice is entered in the securities register as the holder of one or more
shares carrying the right to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon and shall state
the text of any special resolution to be submitted to the meeting.

10.07     List of Shareholders Entitled to Notice. For every meeting of
shareholders, the Corporation shall prepare within the time specified by the Act
a list of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares held by each shareholder. If
a record date for notice of the meeting is fixed pursuant to section 10.09, the
shareholders listed shall be those registered at the close of business on such
record date. If no record date for notice is so fixed, the shareholders listed
shall be those registered (a) at the close of business on the day immediately
preceding the day on which notice of the meeting is given, or (b) on the day on
which the meeting is held where no such notice is given. The list shall be
available for examination by any shareholder during usual business hours at the
registered office of the Corporation or at the place where the central
securities register is maintained and at the meeting for which the list was
prepared.

10.08     List of Shareholders Entitled to Vote. For every meeting of
shareholders, the Corporation shall prepare within the time specified by the Act
a list of shareholders entitled to vote at the meeting, arranged in alphabetical
order and showing the number of shares which each such shareholder is entitled
to vote at the meeting. If a record date for voting is fixed pursuant to section
10.10, the shareholders listed shall be those registered at the close of
business on such record date. If no record date for voting is so fixed, the
shareholders listed shall be those registered at the close of business on the
record date for notice fixed pursuant to section 10.09. If no record date for
voting is fixed pursuant to section 10.10 and no record date for notice is fixed
pursuant to section 10.09, the shareholders listed shall be those registered (a)
at the close of business on the day



                                     - 16 -

immediately preceding the day on which notice of the meeting is given, or (b) on
the day on which the meeting is held where no such notice is given. The list
shall be available for examination by any shareholder during usual business
hours at the registered office of the Corporation or at the place where the
central securities register is maintained and at the meeting for which the list
was prepared.

10.09     Record Date for Notice. The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 60 days and not less
than 21 days, or such other period as may be prescribed by regulation, as a
record date for the determination of the shareholders entitled to notice of the
meeting, and notice of any such record date shall be given not less than 7 days
before such record date, or such other period as may be prescribed by
regulation, by newspaper advertisement in the manner provided in the Act. if no
record date for notice is so fixed, the record date for the determination of the
shareholders entitled to notice of the meeting shall be (a) at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or (b) on the day on which the meeting is held where no such notice is
given.

10.10     Record Date for Voting. The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 60 days and not less
than 21 days, or such other period as may be prescribed by regulation, as a
record date for the determination of the shareholders entitled to vote at the
meeting, and notice of any such record date shall be given not less than 7 days
before such record date, or such other period as may be prescribed by
regulation, by newspaper advertisement in the manner provided in the Act. if no
record date for voting is so fixed, the record date for the determination of the
shareholders entitled to vote at the meeting shall be at the close of business
on the record date for notice fixed pursuant to section 10.09. If no record date
for voting is fixed pursuant to this section and no record date for notice is
fixed pursuant to section 10.09, the record date for the determination of the
shareholders entitled to vote at the meeting shall be (a) at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or (b) on the day on which the meeting is held where no such notice is
given.

10.11     Meetings without Notice. A meeting of shareholders may be held at any
time and place permitted by the Act or the articles or the by-laws without
notice or on shorter notice than that provided for herein, and proceedings
thereat shall not be invalidated (a) if all the shareholders entitled to vote
thereat are present in person or represented or if those not so present or
represented have received notice, or before or after the meeting or the time
prescribed for the notice thereof, in writing waive notice of or accept short
notice of such meeting, and (b) if the auditors and the directors are present or
if those not present have received notice or, before or after the meeting or the
time prescribed for notice thereof, in writing waive notice of or accept short
notice of such meeting. If the meeting is held at a place outside Canada,
shareholders not present or represented, but who have waived notice of or
accepted short notice of such meeting, shall also be deemed to have consented to
the meeting being held at such place.

10.12     Chairman, Secretary and Scrutineers. The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed who is present at the meeting: president, managing director,
chairman of the board, or a vice-president who is a director. If no such officer
is present within 15



                                     - 17 -

minutes from the time fixed for holding the meeting, the persons present and
entitled to vote shall choose one of their number to be chairman. If the
secretary of the Corporation is absent, the chairman shall appoint some person,
who need not be a shareholder, to act as secretary of the meeting. If desired,
one or more scrutineers, who need not be shareholders, may be appointed by a
resolution or by the chairman with the consent of the meeting.

10.13     Persons Entitled to Attend. The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the chairman of
the board (if any), the president, the directors and auditor of the Corporation
and others who, although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to attend the meeting. Any
other person may be admitted only on the invitation of the chairman of the
meeting or with the consent of the meeting.

10.14     Quorum. Subject to the provisions of the Act, a quorum for the
transaction of business at any meeting of shareholders shall be 1 person present
in person being a shareholder entitled to vote thereat or a duly appointed
representative or proxyholder for an absent shareholder so entitled, and holding
or representing in the aggregate not less than a majority of the outstanding
shares of the Corporation entitled to vote at the meeting. If a quorum is
present at the opening of any meeting of shareholders, the shareholders present
or represented may proceed with the business of the meeting notwithstanding that
a quorum is not present throughout the meeting. If a quorum is not present at
the opening of any meeting of shareholders, the shareholders present or
represented may adjourn the meeting to a fixed time and place but may not
transact any other business.

10.15     Right to Vote. Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association and restrictions on
intermediary voting, for any meeting of shareholders every person who is named
in the list of shareholders entitled to vote prepared for purposes of such
meeting shall be entitled to vote the shares shown opposite such person's name.
For any meeting of shareholders where a list of shareholders entitled to vote
has not been prepared for purposes of such meeting, the names of the persons
appearing in the securities register at the close of business on the record date
for voting as the holders of one or more shares carrying the right to vote, at
such meeting, shall be deemed to be the list of shareholders entitled to vote
for purposes of such meeting.

10.16     Proxyholders and Representatives. Every shareholder entitled to vote
at a meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, to attend and act at the meeting in
the manner and to the extent authorized and with the authority conferred by the
proxy. A proxy shall be in writing executed by the shareholder or such
shareholder's attorney and shall conform with the requirements of the Act. Every
such shareholder which is a body corporate or association may by resolution of
its directors or governing body authorize an individual who need not be a
shareholder to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an individual shareholder. The authority of such an individual shall be
established by depositing with the Corporation a certified copy of such
resolution, or in



                                     - 18 -

such other manner as may be satisfactory to the secretary of the Corporation or
the chairman of the meeting.

10.17     Time for Deposit of Proxies. The board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which time proxies to be
used at such meeting must be deposited. A proxy shall be acted upon only if,
prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time is
specified in such notice, if it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.

10.18     Joint Shareholders. If two or more persons hold shares jointly, any
one of them present in person or represented at a meeting of shareholders may,
in the absence of the other or others, vote the shares; but if two or more of
those persons are present in person or represented and vote, they shall vote as
one the shares jointly held by them.

10.19     Votes to Govern. At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
a majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands, upon a ballot or upon results of electronic voting,
the chairman of the meeting shall be entitled to a casting vote.

10.20     Show of Bands. Subject to the provisions of the Act any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of bands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
that the vote upon the question has been carried or carried by a particular
majority or not carried and an entry to that effect in the minutes of the
meeting shall be prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the shareholders upon the said question.

10.21     Ballots.On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of bands has been taken thereon, the
chairman may require a ballot or any person present and entitled to vote on such
question at the meeting may demand a ballot. A ballot so required or demanded
shall be taken in such manner as the chairman shall direct. A requirement or
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot If a ballot is taken each person present shall be entitled, in respect of
the shares which be or she is entitled' to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles, and the
result of the ballot so taken shall be the decision of the shareholders upon the
said question.

10.22     Electronic Voting. If the Corporation chooses to make available a
telephonic, electronic or other communication facility, in accordance with the
Act and the regulations, that permits shareholders to vote by means of such
facility then,



                                     - 19 -

notwithstanding any other provision of this by-law, any vote may be held, in
accordance with the Act and the regulations, entirely by means of such facility.

10.23     Adjournment. If a meeting of shareholders is adjourned for less than
30 days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the earliest meeting that is adjourned, if a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.

10.24     Resolution in Writing. A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditors in accordance with the Act.

10.25     Only One Shareholder. Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.

                                     PART XI

                                     NOTICES

11.01     Method of Giving Notices. Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations, the articles, the by-laws or
otherwise to a shareholder, director, officer, auditor or member of a committee
of the board shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to such person's recorded address or
if mailed to such person at such person's recorded address by prepaid ordinary
or air mail or if sent to such person at his or her recorded address by
facsimile or if provided in the form of an electronic document in accordance
with section 12.01. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box; a notice so sent by facsimile shall be deemed to
have been given when transmitted; and a notice provided in the form of an
electronic document shall be deemed to have been given at the time determined in
accordance with section 12.01. The secretary may change or cause to be changed
the recorded address of any shareholder, director, officer, auditor or member of
a committee of the board in accordance with any information believed by the
secretary to be reliable.

11.02     Notice to Joint Shareholders. If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.

11.03     Computation of Time. In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event shall be included.



                                     - 20 -

11.04     Undelivered Notices. If any notice given to a shareholder pursuant to
section 11.01 is returned on two consecutive occasions because such shareholder
cannot be found, the Corporation shall not be required to give any further
notices to such shareholder until such shareholder informs the Corporation in
writing of his or her new address.

11.05     Omissions and Errors. The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
board or the non- receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.

11.06     Persons Entitled by Death or Operation of Law. Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom such person derives title to such share prior to such person's name
and address being entered on the securities register (whether such notice was
given before or after the happening of the event upon which such person became
so entitled) and prior to such person furnishing to the Corporation the proof of
authority or evidence of entitlement prescribed by the Act.

11.07     Waiver of Notice. Any shareholder, proxyholder, other person entitled
to attend a meeting of shareholders, director, officer, auditor or member of a
committee of the board may at any time waive any notice, or waive or abridge the
time for any notice, required to be given to such person under any provision of
the Act, the regulations thereunder, the articles, the by-laws or otherwise and
such waiver or abridgement, whether given before or after the meeting or other
event of which notice is required to be given, shall cure any default in the
giving or in the time of such notice, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or of a committee of the board which may be given
in any manner.

                                    PART XII

                          DOCUMENTS IN ELECTRONIC FORM

12.01     Documents in Electronic Form. Subject to any additional conditions set
out in section 12.02 below, a requirement under the Act, the regulations or
these by-laws to provide a person with a notice, document or other information
may be satisfied by the provision of an electronic document, provided that

(a)       the addressee has consented, in the manner prescribed by regulation,
          if any, and has designated an information system for the receipt of
          electronic documents;

(b)       the electronic document is provided to the designated information
          system, unless otherwise prescribed by regulation and

(c)       any other requirements of the regulations have been complied with.



                                     - 21 -

An addressee may revoke the consent referred to in subsection 12.01 (a) above.
Nothing in this Part XII shall require a person to create or otherwise provide
an electronic document. Except where a notice, document or other information
must be sent to a specific place (such as a registered address), an electronic
document need not be sent to the designated information system if (i) the
document is posted on or made available through a generally accessible
electronic source, such as a web site; and (ii) the addressee is provided with
notice in writing of the availability and location of that electronic document.
An electronic document shall be considered to have been received when it enters
the information system designated by the addressee or if the document is posted
on or made available through a generally accessible electronic source, when it
is accessed by the addressee.

12.02     Where Documents to be Created in Writing. Where the Act or regulations
expressly require that a notice, document or other information be created in
writing, such requirement shall be satisfied by the creation of an electronic
document provided that, in addition to the conditions set out in section 12.01
above:

(a)       the information in the electronic document is accessible so as to be
          usable for subsequent reference; and

(b)       any other requirements of the regulations have been complied with.

12.03     Where Documents to be Provided in Writing. Where the Act or
regulations expressly require that a notice, document or other information be
provided in writing, such requirement shall be satisfied by the provision of an
electronic document provided that, in addition to the conditions set out in
section 12.01 above:

(a)       the information in the electronic document is accessible by the
          addressee and capable of being retained by the addressee, so as to be
          usable for subsequent reference; and

(b)       any other requirements of the regulations have been complied with.

                                    PART XIII

                                 EFFECTIVE DATE

13.01     Effective Date. This by-law shall be effective when made by the board:



                                     - 22 -

          THE FOREGOING BY-LAW is hereby consented to by all the directors of
the Corporation pursuant to the Act, as evidenced by their signatures hereto.

          DATED as of the 17/th/ day of October, 2003.

/s/ Francis S. Callaghan                /s/ John Hawkins
- -------------------------------------   ----------------------------------------
Francis S. Callaghan                    John Hawkins

          THE FOREGOING BY-LAW is hereby confirmed by the sole shareholder of
the Corporation pursuant to the Act, as evidenced by such shareholder's
signature hereto.

          DATED as of the 17/th/ day of October, 2003.

                                        NACG PREFERRED CORP.


                                        By: /s/ R. Kent Wallace
                                           -------------------------------------
                                           R. Kent Wallace
                                           Secretary

EX-3.3

                                                                     EXHIBIT 3.3

                            Articles of Incorporation
                                       For
                               896195 ALBERTA LTD.

                              THE CORPORATION IS AUTHORIZED TO ISSUE AN
Share Structure:              UNLIMITED NUMBER OF SHARES OF ONE CLASS TO BE
                              DESIGNATED AS COMMON SHARES.
Share Transfers Restrictions: SEE SCHEDULE
Number of Directors:
Min Number of Directors:      1
Max Number of Directors:      7
Business Restricted To:       NO RESTRICTIONS
Business Restricted From:     NO RESTRICTIONS
Other Provisions:             SEE SCHEDULE

                     Registration Authorized By: W. J. KENNY
                                                 SOLICITOR

1 of 1



SCHEDULE - RESTRICTIONS IF ANY OK SHARE TRANSFERS

No shares of the Corporation shall be transferred without the approval of the
directors of the Corporation either by a resolution passed at a Board of
Directors meeting, or by an instrument or instruments in writing signed by all
of the directors.


1 of 1



SCHEDULE

     OTHER PROVISIONS IF ANY.

     (a)       The number of shareholders of the corporation, exclusive of:

          (i)  persons who are in its employment or that of an affiliate, and

          (ii) persons, who having been formerly in its employment or that of an
               affiliate were, while in that employment, shareholders of the
               corporation, and have continued to be shareholders of that
               corporation after termination of that employment.

     is limited to not more than fifty (50) persons, two or more persons who are
joint registered owners of one or more shares being counted as one shareholder.

     (b)        Any invitation to the public to subscribe for securities of the
corporation is prohibited.


1 of 1



Name Change Alberta Corporation - Registration Statement

Service Request Number:  2340890

Corporate Access Number: 208961953

Legal Entity Name:                    896195 ALBERTA LTD.

French Equivalent Name:

Legal Entity Status:                  Active

Alberta Corporation Type:             Named Alberta Corporation

New Legal Entity Name:                GRIFFITHS PILE DRIVING INC.

New French Equivalent Name:

Nuans Number:                         68569407

Nuans Date:                           2000/09/25

French Nuans Number:

French Nuans Date:


Professional Endorsement Provided:

Future Dating Required:

Amendment Date:                       2000/09/25

- --------------------------------------------------------------------------------

Annual Return

No Records returned

- --------------------------------------------------------------------------------

Attachment

- --------------------------------------------------------------------------------
         Attachment Type         Microfilm Bar Code         Date Recorded
- --------------------------------------------------------------------------------
Restrictions on Share Transfers  ELECTRONIC                 2000/09/08
- --------------------------------------------------------------------------------
Other Rules or Provisions        ELECTRONIC                 2000/09/08
- --------------------------------------------------------------------------------

Registration Authorized By: W.J. KENNY
                            SOLICITOR

EX-3.4

                                                                     EXHIBIT 3.4

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                           to the transaction of the
                             business and affairs of


                               896195 ALBERTA LTD.


                                 MILLER THOMSON
                                       (C)




                                  BY-LAW NO. 1
                                  ------------

                                TABLE OF CONTENTS
                                -----------------
                                       AND
                      BUSINESS CORPORATIONS ACT REFERENCE
                      -----------------------------------

                                                       Section
                                                       of Act
                                     Section           as at
                                    of By-law   Page   Feb. 1/82
                                    ---------   ----   ---------
SECTION 1 - INTERPRETATION
- --------------------------
Definitions                            1.1        1    1
Interpretation                         1.2        1    -
Conflict with Act                      1.3        1    -
Conflict with Documents                1.4        1    -
Headings                               1.5        1    -

SECTION 2 - DIRECTORS AND BOARD
- -------------------------------
Calling of Meeting                     2.1        1    99, 109
Notice of Meetings                     2.2        2    109, 246
Telecommunication                      2.3        2    109
Consent Resolution                     2.4        2    112
Casting Vote                           2.5        2    -
Committees of Directors                2.6        2    110
Corporate Seal                         2.7        2    23
Execution of Instruments               2.8        2    -
Dividends                              2.9        2    -

SECTION 3 - OFFICERS
- --------------------
Appointment                            3.1        2    116
Chairman of the Board                  3.2        3    -
President                              3.3        3    -
Vice-President                         3.4        3    -
Managing director                      3.5        3    110
Secretary                              3.6        3    -
Treasurer                              3.7        4    -
Other Officers                         3.8        4    -
Variation of Powers and
 Duties                                3.9        4    116
Removal and Discharge                  3.10       4    116
Term of Office                         3.11       4    -

Signed for identification effective as of the 8th day of September, 2000.


                                        BY:/s/ Martin Gouin
                                           -------------------------------------
                                           PRESIDENT, Martin Gouin



Table of Contents

                                     Section            Section
                                    of By-law   Page    of Act
                                    ---------   ----   ---------

SECTION 4 - SHAREHOLDERS AND SHARES
- -----------------------------------
Telecommunication
 Meetings                              4.1      4      126
Persons Entitled to be                                 105, 129,
 Present                               4.2      4      246
Chairman                               4.3      4      -
Secretary of Meeting                   4.4      5      -
Chairman's Casting Vote                4.5      5      -
Chairman's Declaration                 4.6      5      -
Voting by Ballot                       4.7      5      135
Scrutineers                            4.8      5      -
Joint Shareholders                     4.9      5      134
Vote by Joint Shareholders             4.10     5      134
Proxy                                  4.11     5      141, 142,
                                                       143

SECTION 5 - INDEMNIFICATION
- ---------------------------
Indemnification of Directors
 and Officers                          5.1      6      119
Indemnification of Others              5.2      7      119
Right of Indemnity not Exclusive       5.3      7      -

SECTION 6 - GENERAL
- -------------------
Notices                                6.1      7      246
Waiver of Notice                       6.2      7      248
Notice to Joint
 Shareholders                          6.3      7      -
Signature on Notice                    6.4      7      -



                                  BY-LAW NO. 1


          A By-law relating generally to the transaction of the business and
          affairs of 896195 ALBERTA LTD.

                            SECTION 1 -INTERPRETATION
                            -------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means the Business Corporations Act, Statutes of Alberta 1981,
          Chapter B- 15 as amended from time to time, and any Statute that may
          be substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                         SECTION 2 - DIRECTORS AND BOARD
                         -------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting,



                                      - 2 -

except where the Act requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing, in one or more counterparts, or by
means of telecommunication with respect to which a written record is made. A
facsimile of a signed counterpart of a resolution in writing is as valid as an
originally signed counterpart.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one (1) director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                              SECTION 3 - OFFICERS
                              --------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one (1) or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
(1) or more assistants to any of the officers so appointed. Subject to those
powers and authority which by law may only be exercised by the directors, the
officers of the Corporation may exercise respectively such powers and authority
and shall perform such duties, in



                                      - 3 -

addition to those specified in the By-laws, as may from time to time be
prescribed by the Board. Except for the Chairman of the Board, if appointed, and
the Managing director, if appointed, an officer may, but need not be, a
director. One (1) person may hold more than one (1) office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or employee to any other officer or employee or to any director of the
Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one
(l) Vice-President has been appointed, the Vice-Presidents, may exercise such
powers and authority and shall perform such duties as may from time to time be
prescribed by the Board. During the absence of the President or the inability or
failure of the President to act, the Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-President first appointed, shall
also have the powers and duties of the office of President.

3.5       Managing Director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible



                                      - 4 -

for the disbursement of the funds of the Corporation. The Treasurer shall render
to the President and the Board whenever so directed an account of all financial
transactions and of the financial position of the Corporation. The Treasurer
shall be subject to the control of the President and may exercise such other
powers and authority and shall perform such other duties as may from time to
time be prescribed by the Board or by the President. Whenever the Secretary is
also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                       SECTION 4 - SHAREHOLDERS AND SHARES
                       -----------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or By-laws to be present at the meeting. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  the Chairman of the Board;

     (b)  the President;

     (c)  any Vice-President (and where more than one (1) Vice-President is
          present at the meeting, then the priority to act as chairman as
          between them shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one (1) of their number then present to be
chairman of that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as



                                      - 5 -

secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
chairman of the meeting that the vote upon the question has been carried, or
carried unanimously or by a particular majority, or lost or not carried by a
particular majority and an entry in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one (1) or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two (2) or more persons jointly, those persons or
such of them that attend the meeting of the shareholders shall only constitute
one (1) shareholder for purposes of determining whether a quorum of shareholders
is present.

4.10      Vote by Joint Shareholders. If two (2) or more persons hold shares
jointly, one (1) of those holders present at a meeting, of shareholders may, in
the absence of the others, vote the shares, but if two (2) or more of those
persons who are present in person or by proxy shall fail to vote as one (1), the
vote of such joint shareholders shall not be recognized.

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

          I/WE the undersigned, being (a) shareholder(s) of____________________,
hereby nominate, constitute and appoint_____________________________, or in the
absence of __________________________, as my/our attorney, representative and/or
proxy-holder with full power and authority to attend, vote and otherwise act for
me/or in my/our name and on my/our behalf at the annual (or special) meeting of
shareholders of the Corporation, to be held at ___________________________, on
the_______day of____________________, 20____, and at any and all adjournments
thereof, with full power of substitution, and I/we, the undersigned, hereby
revoke all other proxies given by me/us, the undersigned, which might be used in
respect of such meeting and any and all adjournments thereof.



                                      - 6 -

          Given this________day of__________________, 20___.


                                        ________________________________________

                                        ________________________________________

                                        _______________________________________"

                           SECTION 5 - INDEMNIFICATION
                           ---------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate to procure a judgment in its favour, the Corporation
          shall indemnify a director or officer of the Corporation, a former
          director or officer of the Corporation or a person who acts or acted
          at the Corporation's request as a director or officer of a body
          corporate of which the Corporation is or was a Shareholder or
          creditor, and his heirs and legal representatives, against all costs,
          charges and expenses, including an amount paid to settle an action or
          satisfy a judgment, reasonably incurred by him in respect of any
          civil, criminal or administrative action or proceeding to which he is
          made a party by reason of being or having been a director or officer
          of that Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action if he fulfils the conditions set out in
          subparagraphs (a)(i) and (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.01(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and



                                      - 7 -

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                               SECTION 6 - GENERAL
                               -------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two (2) or more persons hold shares
jointly, notice may be given to one (1) of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.5

                                                                     EXHIBIT 3.5

                            CERTIFICATE OF FORMATION

                                       OF

                                NACG FINANCE LLC

     This Certificate of Formation of NACG Finance LLC is executed by the
undersigned for the purpose of forming a limited liability company pursuant to
the provisions of the Limited Liability Company Act of the State of Delaware.

     1.   The name of the limited liability company is: NACG Finance LLC.

     2.   The address of the registered office of the limited liability company
is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801; and the
name of the registered agent for service of process of the limited liability
company at such address is The Corporation Trust Company.

     3.   It is intended that, in accordance with Treasury Regulations Section
301.7701-3(b)(l)(ii) (or any successor provisions) and corresponding provisions
of applicable state laws, the limited liability company be disregarded as an
entity separate from its members for all income and franchise tax purposes.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Formation this 21st day of October, 2003.


                                        By:/s/ Troy L. Harder
                                           -------------------------------------
                                           Troy L. Harder
                                           Authorized Person

                                        1

EX-3.6

                                                                     EXHIBIT 3.6

                           FIRST AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                NACG FINANCE LLC

     This First Amended and Restated Limited Liability Company Agreement (the
"Agreement") of NACG Finance LLC (the "Company"), dated November 23, 2003, is
adopted and executed by North American Energy Partners Inc., a Canadian federal
corporation, as the sole member of the Company (the "Member").

                                    RECITALS

     WHEREAS, the Member executed a Limited Liability Company Agreement of the
Company on October 22, 2003 (the "Original LLC Agreement"); and

     WHEREAS, the Member now desires to amend and restate the Original LLC
Agreement in its entirety;

     NOW, THEREFORE, effective as of the date first set forth above, the Member
hereby amends and restates the Original LLC Agreement in its entirety as
provided herein.

                                   Article 1.
                                  Organization

     1.1  Formation. The Company has been organized as a Delaware limited
liability company under the Delaware Limited Liability Company Act, Del. Code
Ann. Title. 6, Sections 18-101 - 18-1109, as amended from time to time (the
"Act"), by the filing of a Certificate of Formation of the Company (the
"Certificate") with the Secretary of State of the State of Delaware under
section 18-201 of the Act.

     1.2  Name. The name of the Company is "NACG Finance LLC" and all Company
business must be conducted in that name or such other names that may be selected
by the Board of Managers (as defined below) and that comply with applicable law.

     1.3  Registered Office; Registered Agent; Principal Office. The registered
office and registered agent of the Company in the State of Delaware shall be as
specified in the Certificate or as designated by the Board of Managers (as
defined below) in the manner provided by applicable law. The principal business
office of the Company shall be at such place in the Province of Ontario as the
Board of Managers may designate.

     1.4  Purposes. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, to hold,
purchase and sell investment property, including, without limitation, equity
securities, debt instruments and partnership interests as approved by the Board
of Managers, and engaging in any and all activities necessary or incidental to
the foregoing. With the exception of the foregoing, the Company shall not carry
on or become involved in any manner in any form of trade or business

                                        1



other than to the Company's limited involvement as a lender, limited partner,
shareholder or other passive interest holder.

     1.5  Term. The Company commenced on the date of filing of the Certificate
under and pursuant to the Act and shall continue in existence perpetually or
until the earlier dissolution of the Company as provided in this Agreement or
pursuant to the Act.

                                   Article 2.
                       Limited Liability Company Interest

     The Member is the sole member of the Company. No assignee (whether
voluntary or involuntary) of the Member's membership interest shall become a
member of the Company without the prior written consent of the Board of
Managers.

                                   Article 3.
                              Capital Contributions

     The Member shall have the option, but not the obligation, subject to
approval of the Board of Managers, from time to time to make capital
contributions to the Company at such times and in such amounts as the Member
determines to be necessary or desirable in furtherance of the Company's
purposes.

                                   Article 4.
                                   Management

     4.1  Management by the Board of Managers.

          (a)  Management by Board of Managers. The management of the Company
shall be vested in a board of managers (the "Board of Managers").

          (b)  Number of Managers. The initial number of members of the Board of
Managers ("Managers") shall be one and the initial Managers of the Company shall
be as set forth on Exhibit A hereto. The number of Managers of the Company shall
be determined from time to time by the Board of Managers or the Member, provided
that (a) no decrease in the number of Managers may be made if it would have the
effect of shortening the term of an incumbent Manager and (b) the number of
Managers shall not be more than two.

          (c)  Election; Term. Each Manager shall hold office for the term for
which he is elected and thereafter until his successor shall have been elected
and qualified, or until his earlier resignation or removal. Each Manager shall
be elected by the affirmative vote of the Member.

          (d)  Removal; Resignation. A Manager may be removed at any time, with
or without cause, by the affirmative vote of the Member. A Manager may resign at
any time by giving written notice to the Board of Managers and such notice shall
be deemed effective upon receipt by the Board of Managers.

                                        2



          (e)  Filling of Vacancies. In the event that any vacancy occurs in the
Board of Managers as the result of the death, resignation or removal of a
Manager or as the result of any increase in the number of Managers in accordance
with Section 4.1(b) above, such vacancy may be filled by the vote of the
remaining Manager though less than a quorum or by the election at an annual or
special meeting of the Member called for that purpose. A Manager elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.

          (f)  Voting. Each Manager shall have one vote. Except as otherwise
provided in this Agreement, the Board of Managers shall act by the affirmative
vote of a majority of the total number of members of the Board.

          (g)  Duties. Each Manager shall perform his duties as a Manager in
good faith, in a manner he reasonably believes to be in the best interests of
the Company, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. A person who so performs his
duties shall not have any liability by reason of being or having been a Manager
of the Company.

          (h)  Delegation of Authority. The Board of Managers shall have the
power to delegate authority to such committees of Managers, officers, employees,
agents and representatives of the Company as it may from time to time deem
appropriate. Any delegation of authority to take any action must be approved in
the same manner as would be required for the Board of Managers to approve such
action directly.

          (i)  No Liability. A Manager shall not be liable under a judgment,
decree or order of court, or in any other manner, for a debt, obligation or
liability of the Company.

     4.2  Meetings of the Board of Managers.

          (a)  Frequency; Location; Secretary of Meeting. The Board of Managers
shall hold regular meetings no less frequently than once a year at such times as
may be determined by the Board of Managers. All meetings of the Board of
Managers shall take place at such locations within the Province of Ontario as
the Board of Managers shall determine. The Board of Managers may designate a
person to serve as secretary of the meeting, which person need not be an officer
of the Company.

          (b)  Notice of Special Meetings. Special meetings of the Board of
Managers may be called by any Manager upon at least seventy-two (72) hours'
notice to the other Managers.

          (c)  Meetings by Teleconference. Any action required to be taken at a
meeting of the Board of Managers, or any action that may be taken at a meeting
of the Board of Managers, may be taken at a meeting held by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, provided all Managers
participating in such meeting are located in the Province of Ontario.
Participation in such a meeting shall constitute presence in person at such
meeting.

          (d)  Unanimous Written Consent in Lieu of Meeting. Notwithstanding
anything to the contrary in this Section 4.2, the Board of Managers may take,
without a meeting,

                                        3



any action that may be taken by the Board of Managers under this Agreement, if
such action is approved by the unanimous written consent of the Managers,
provided all Managers execute such unanimous written consent while in the
Province of Ontario.

     4.3  Officers.

          (a)  Appointment; Authority. The Board of Managers may, from time to
time as it deems advisable, appoint officers of the Company (the "Officers") and
assign in writing titles (including, without limitation, President, Vice
President, Secretary and Treasurer) to any such person. Unless the Board of
Managers decides otherwise, if the title is one commonly used for officers of a
business corporation formed under the General Corporation Law of the State of
Delaware, the assignment of such title shall constitute the delegation to such
person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this section may be revoked at any time by
the Board of Managers. The initial Officers are listed on Exhibit B attached
hereto.

          (b)  Term; Removal. The officers shall hold office for the term for
which they were appointed and until their successors are elected and qualified;
provided, however, that any officer may be removed at any time with or without
cause by the Board of Managers.

     4.4  Execution of Documents. Any document or instrument of any and every
nature, including without limitation any agreement, contract, deed, promissory
note, mortgage or deed of trust, security agreement, financing statement,
pledge, assignment, bill of sale and certificate, which is intended to bind the
Company or convey or encumber title to its real or personal property shall be
valid and binding for all purposes only if executed by an officer or Manager of
the Company so authorized by the Board of Managers.

                                   Article 5.
                                 Role of Member

     5.1  Rights or Powers. The Member shall not have any right or power to take
part in the management or control of the Company or its business and affairs or
to act for or bind the Company in any way. Notwithstanding the foregoing, the
Member has all the rights and powers specifically set forth in this Agreement
and, to the extent not inconsistent with this Agreement, in the Act.

     5.2  Voting Rights. The Member has no voting right, except with respect to
those matters specifically reserved for a Member vote as provided in this
Agreement or as required in the Act.

                                   Article 6.
                                 Indemnification

     The Company shall indemnify the Managers to the full extent allowed by the
Act. Furthermore, the Company, in the sole discretion of the Board of Managers,
may indemnify any officer, employee, agent, or other person to the full extent
allowed by the Act.

                                        4



                                   Article 7.
                                    Taxation

     For purposes of federal taxation (and, to the extent applicable, state
taxation), the Company shall be disregarded as an entity separate from its owner
under Treasury Regulation section 301.7701-2(c)(2), or any successor provisions.
No election shall be made that would prevent the Company from being disregarded
as an entity separate from its owner.

                                   Article 8.
                    Books, Records, Bank Accounts and Assets

     8.1  Maintenance of Books. The Company shall keep, or cause to be kept, at
its principal office complete and accurate books and records of the Company,
supporting documentation with respect to the conduct of the Company's business,
and minutes of the proceedings of the Board of Managers and the Member. The
books and records shall be maintained with respect to accounting matters in
accordance with sound accounting practices.

     8.2  Bank Accounts and Assets. The Company shall establish one or more
separate bank and investment accounts and arrangements for the Company, which
shall be maintained in the Company's name with financial institutions and firms
as the Board of Managers may designate. The Company's funds and assets shall not
be commingled with the funds and assets of the Member or any Manager or officer.
Without limiting the foregoing, the Board of Managers shall take all steps
necessary to identify the inventory, property, and assets of the Company as
belonging to the Company and shall keep all such property, assets, and inventory
separate and apart, so that no third person not claiming by, through or under
the Company shall at any time assert any interest or right in or to such
property, assets and inventory.

                                   Article 9.
                    Dissolution, Liquidation, and Termination

     9.1  Dissolution. Subject to Section 8.2 below, the Company shall dissolve
and its affairs shall be wound up on the first to occur of the following events:

          (a)  the consent of the holders of a majority of the limited liability
     company interests of the Company; or

          (b)  entry of a decree of judicial dissolution of the Company under
     the Act.

          Except as specifically provided in this Section 8.1, no other event or
 action specified in the Act shall cause the Company to dissolve.

     9.2  Winding Up and Termination. On the occurrence of an event described in
Section 8.1 above, the Board of Managers or a person appointed by the Board of
Managers shall act as liquidator. The liquidator shall proceed diligently to
wind up the affairs of the Company as provided in the Act. Until final
distribution, the liquidator shall continue to operate the Company properties.
The costs of winding up shall be borne as a Company expense. After payment of
creditors and the establishment of such reserves as the Board of Managers shall
determine, the assets shall be distributed to the Member. Upon final
distribution of the Company

                                        5



assets, the Company shall file a certificate of cancellation with the Secretary
of State of the State of Delaware, cancel any foreign qualifications made by the
Company, and take such other actions as may be necessary to terminate the
existence of the Company.

                                   Article 10.
                                  Miscellaneous

     10.1 Governing Law. This Agreement, and the substantive application and
interpretation hereof, shall be governed exclusively by the law of the state of
Delaware.

     10.2 Headings. The headings in this Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define, or limit the
scope, extent or intent of this Agreement or any provision hereof.

     10.3 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid, illegal or unenforceable
to any extent, the remainder of this Agreement and the application thereof shall
not be affected and shall be enforceable to the fullest extent permitted by law.

                                      *****

                                        6



EXECUTED as of the date first set above.


                                        NORTH AMERICAN ENERGY PARTNERS INC.,
                                        a Canadian federal corporation


                                        By: /s/ John D.Hawkins
                                            ------------------------------------
                                            John D. Hawkins
                                            Vice President

                                        7



                                    EXHIBIT A
                                    ---------

                    Initial Member of the Board of Managers


Ron Crawford

                                        8



                                    EXHIBIT B
                                    ---------

                         Initial Officers of the Company


Name                  Title
- -----------------     --------------
William C. Oehmig     President
John D. Hawkins       Vice President
R. Kent Wallace       Secretary

                                        9

EX-3.7

                                                                     EXHIBIT 3.7

                            BUSINESS CORPORATIONS ACT
                                   (SECTION 6)

                     ALBERTA CONSUMER AND CORPORATE AFFAIRS

                            ARTICLES OF INCORPORATION

1.   NAME OF CORPORATION:

NORTH AMERICAN CAISSON LTD.

2.   THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
     AUTHORIZED TO ISSUE:

See attached Schedule "A".

3    RESTRICTIONS ON SHARE TRANSFERS (IF ANY):

Subject to the provisions of a Unanimous Shareholder Agreement, no shares of the
Corporation shall be transferred without the sanction of a majority of the
directors of the Corporation.

4.   NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION
     MAY HAVE:

Minimum 1 - Maximum 15

5.   IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS, OR
     RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE RESTRICTION(S):

None.

6.   OTHER RULES OR PROVISIONS (IF ANY):

See attached Schedule "B".

7.   DATE: January 22, 1991

- --------------------------------------------------------------------------------
 INCORPORATOR'S NAME         ADDRESS                         SIGNATURE

                             1500, 10180 - 101 Street
 Linda Kambeitz              Edmonton, Alta. T5J 4K1      /s/ Linda Kambeitz
- --------------------------------------------------------------------------------



                    SCHEDULE "A" TO ARTICLES OF INCORPORATION

                                       OF

                          NORTH AMERICAN CAISSON LTD.
                          --------------------------

          The Corporation is authorized to issue an unlimited number of shares,
designated as Common Shares; the rights, privileges, restrictions and conditions
attaching thereto are as follows:

1.        The holders thereof shall have the right to vote at any Meeting of
shareholders of the Corporation;

2.        The holders thereof shall have the right to receive any dividend
declared by the Corporation;

3.        The holders thereof shall have the right to receive the remaining
property of the Corporation on its dissolution, liquidation, winding up or other
distribution of its assets or property among its shareholders for the purpose of
winding up its affairs.

          The foregoing rights, privileges, restrictions and conditions are
subject to the rights, privileges, restrictions and conditions attaching to any
other class of shares now or hereafter created and expressed to rank in priority
to the Common Shares.



                    SCHEDULE "B" TO ARTICLES OF INCORPORATION

                                       OF

                          NORTH AMERICAN CAISSON LTD.
                          --------------------------

1.        The number of shareholders of the Corporation, exclusive of:

     1.1  persons who are in its employment or that of an affiliate (within the
          meaning of The Securities Act (Alberta)), and

     1.2  persons who, having been formerly in its employment or that of an
          affiliate (within the meaning of The Securities Act (Alberta)), were,
          while in that employment, shareholders of the Corporation and have
          continued to be shareholders of that Corporation after termination of
          that employment,

is limited to not more than fifty persons, two or more persons who are the joint
registered owners of one or more shares being counted as one shareholder.

2.        Any invitation to the public to subscribe for securities of the
Corporation is prohibited.

3.        The directors may, between annual meetings, appoint one or more
additional directors of the Corporation to serve until the next annual meeting,
but the number of additional directors shall not at any time exceed one-third of
the number of directors who held office at the expiration of the last annual
meeting of the Corporation.

EX-3.8

                                                                     EXHIBIT 3.8

                                  BY-LAW NO. 1
                                  ------------

                         A by--law relating generally to
                         the transaction of the business
                                 and affairs of

                           NORTH AMERICAN CAISSON LTD.

                 (hereinafter referred to as the "Corporation")

                                  SHAREHOLDERS
                                  ------------

1.        Participation in Meeting by Telephone - A shareholder or any other
person entitled to attend a meeting of shareholders may participate in the
meeting by means of telephone or other communication facilities that permit all
persons participating in the meeting to hear each other.

2.        Procedure at Meetings of Shareholders - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed who is present at the meeting: Chairman of the Board,
President, or a Vice-President. If no such officer is present within fifteen
minutes from the time fixed for holding the meeting, the persons present and
entitled to vote shall choose one of their number to be chairman. If the
Secretary of the Corporation is absent, the chairman shall appoint some person,
who need not be a shareholder, to act as secretary of the meeting.

          The chairman of any meeting of the shareholders shall conduct the
procedure thereat in all respects and his decision on any matters or things,
including, but without in any way limiting the generality of the foregoing, any
question regarding the validity or invalidity of any instruments of proxy, shall
be conclusive and binding upon the shareholders.

          A declaration by the chairman at any meeting that a resolution has
been carried or carried unanimously or carried by any particular majority or
lost or not carried by a particular majority shall be conclusive evidence of the
fact.

          The chairman at any meeting of the shareholders may vote as a
shareholder but shall not have a second or casting vote In case of an equality
of votes.



                                       2.

3.        Scrutineers - The chairman at any meeting of shareholders may appoint
one or more persons (who may, but. need not be shareholders, directors, officers
or employees of the Corporation) to act as scrutineers at such meeting.

                                    DIRECTORS
                                    ---------

4.        Number of Directors - Whenever the articles provide for a minimum and
maximum number of directors, the number of directors within the stipulated range
shall be as determined from time to time by resolution of the Board of
Directors.

5.        Calling Meetings - The Chairman of the Board or the President may at
any time, and the Secretary of the Corporation shall, upon the request of a
director, summon a meeting of the directors.

6.        Notice of Meetings - Notice of meetings of the board shall be sent to
each director not less than 48 hours before the time when the meeting' is to be
held. Each newly elected board may without notice hold its first meeting for the
purposes of organization and the election and appointment of officers
immediately following the meeting of shareholders at which such board was
elected, provided a quorum of directors be present.

7.        Quorum for Directors Meetings - The directors may declare the quorum
necessary for the transaction of business at their meetings, but until the
directors determine otherwise, a majority of directors in office from time to
time shall constitute a quorum.

8.        Votes to Govern - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chairman of the meeting shall not be entitled to a second
or casting vote.

9.        Participation in Meeting by Telephone - A director may participate in
a meeting of directors or of a committee of directors by means of telephone or
other communication facilities that permit all persons participating in the
meeting to hear each other.



                                       3.

                                    OFFICERS
                                    --------

10.       Officers - The officers of the Corporation shall be the President and
a Secretary. The President and Secretary shall be elected or appointed by the
board at the first or any subsequent meeting of the board held after each annual
meeting of shareholders. The board may also elect or appoint at any time and
from time to time as officers a Chairman of the Board, one or more Vice-
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, or a General Manager and such other officers as the board,
from time to time, deem expedient. All :officers of the Corporation shall hold
office until their successors are chosen and, when necessary, qualified in their
stead, subject always to removal by the board at any meeting called for that
purpose. All officers shall respectively perform such duties, in addition to
those specified herein, as shall, from time to time, be prescribed by the board.
The same person may hold more than one office, provided, however, that the
offices of President and Vice-President shall not be held by the same person. In
case of the absence or inability to act of the Chairman of the Board, the
President, any Vice-President, or any other officer of the Corporation, or for
any other reason that the board may deem sufficient, the board may delegate all
or any of the powers of such officer to any other officer or to any director for
the time being, provided that a majority of the board concur therein.

11.       Chairman of the Board - A Chairman of the Board may be chosen from
among the directors. He shall preside at all meetings of shareholders and at all
meetings of the board and he shall have such other powers and duties as the
board may determine from time to time by resolution.

12.       President - If no Chairman of the Board is appointed, or in the
absence of the Chairman of the Board, the President shall preside at all
meetings of the shareholders and at all meetings of the board. He shall, subject
to the authority of the board, be responsible for the management of the business
and affairs of the Corporation.

13.       Vice-President or Vice-Presidents - The Vice-President or
Vice-Presidents shall have such powers and duties as may be assigned to him or
them respectively by resolution of the board. In case of absence or disability
of the Chairman of the Board and the President, one of the Vice-Presidents may
exercise the powers and perform the duties of the Chairman of the Board and the
President and, if such Vice-President exercise any of the powers or perform any
of the



                                       4.

duties of the Chairman of the Board and the President, the absence or disability
of the Chairman of the Board and the President shall be presumed.

14.       Secretary and Assistant Secretaries - The Secretary shall attend to
the giving and service of all notices of the Corporation and shall keep the
minutes of all meetings of the shareholders and of the board arid of committees
of the board in a book or books to be kept for that purpose. He shall keep in
safe custody the corporate seal of the Corporation.

          Assistant Secretaries may perform the duties of the Secretary
delegated to them from time to time by the board or by the Secretary.

15.       Treasurer and Assistant Treasurers - The Treasurer shall have general
charge of the finances of the Corporation. He shall deposit, all monies and
other valuable effects of the Corporation in the name and to the credit of the
Corporation in such banks or other depositories as the board may from time to
time designate by resolution, and shall render to the board, whenever directed
by the board, an account of the financial condition of the Corporation and of
all his transactions as Treasurer; and as soon as possible after the close of
each financial year he shall make and submit to the board a like report for such
financial year. He shall have charge and custody of and be responsible for the
keeping of the books of account required to be kept pursuant to the laws
governing the Corporation. He shall perform all the acts incidental to the
office of Treasurer subject to the control of the board.

          Assistant Treasurers may perform any of the duties of the Treasurer
delegated to them from time to time by the board or by the Treasurer.

16.       Secretary-Treasurer - Whenever the Secretary shall also be the
Treasurer he may, at the option of the board, be designated the Secretary-
Treasurer.

17.       General Manager - The board may appoint from time to time a General
Manager of the Corporation. He shall manage the affairs of the Corporation under
the supervision of the board and shall exercise such powers as may be prescribed
from time to time by resolution of the board, and such authority may be either
general or specific.



                                       5.

                                 INDEMNIFICATION
                                 ---------------

18.       Indemnification of Directors and Officers - The Corporation shall
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation or a person who acts or acted at the Corporation's request as
a director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives to the extent
permitted by the Business Corporations Act (Alberta).

19.       Indemnity of Others - Except as otherwise required by paragraph 20 and
subject to paragraph 18, the Corporation may from time to time indemnify and
save harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was
an employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director,, officer, employee, agent of or participant in
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including legal fees), judgments, fines and any amount
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted honestly and in good faith with a view to the best
interests of the Corporation, and with respect to any criminal or administrative
action or proceeding that is enforced by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. The termination of any
action, suit or proceeding by judgment, order, settlement, or conviction, shall
not, of itself, create a presumption that the person did not act honestly and in
good faith with a view to the best interest of the Corporation, and, with
respect to any criminal or administrative action or proceeding that is enforced
by a monetary penalty, had no reasonable grounds for believing that his conduct
was lawful.

20.       Successful Defense - To the extent that a person who is or was an
employee or agent of the Corporation has achieved complete or substantial
success as a defendant in any action, suit or proceeding referred to in
paragraph 19, he shall be indemnified against all costs, charges arid expenses
actually and reasonably incurred by him in connection therewith.

21.       Right of Indemnity Not Exclusive - The provisions for indemnification
contained in the by--laws of the Corporation shall not be deemed exclusive of
any other rights to which those seeking indemnification may be



                                       6.

entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
enure to the benefit of the heirs, executors and administrators of such a
person.

22.       No Liability of Directors or Officers for Certain Acts, etc. - To the
extent permitted by law, no director or officer for the time being of the
Corporation shall be liable for the acts, receipts, neglects or defaults of any
other director or officer or employee or for joining in any receipt or act for
conformity or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation or for the insufficiency or
deficiency of any security in or upon which any of the monies of or belonging to
the Corporation shall be placed out or invested or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any person, firm or
corporation with whom or which any monies, securities or effects shall be lodged
or deposited or for any loss, conversion, misapplication or misappropriation of'
or any damage resulting from any dealings with any monies, securities or other
assets belonging to the Corporation or for any other loss, damage or' misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to act honestly and in good faith with a view to the best
interests of the Corporation and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. If any director or officer of the Corporation shall be
employed by or shall perform 'services for the Corporation otherwise than as a
director or officer or shall be a member of a firm or a shareholder, director or
officer of a company which is employed by or performs services for the
Corporation, the fact of his being a director or officer of the Corporation
shall not disentitle such director or officer or such firm or company, as the
case may be, from receiving proper remuneration for such services.

23.       Execution of Instruments - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any one or more of the directors or officers of the Corporation.
In addition, the board may from' time to time direct the manner in which and the
person or persons by whom any particular instrument or class of



                                       7.

instruments may or shall be signed. Any signing officer may affix the corporate
seal to an instrument requiring the same.

24.       Surrender of Share Certificates - In the event that this by-law is
adopted to become effective upon the issuance of a Certificate of Continuance of
an Alberta company, then in such event, the directors are hereby authorized to
require any shareholder to surrender all certificates for shares of the
Corporation owned by such shareholder for the purpose of having such
certificates cancelled and replaced with a new certificate or certificates.

25.       Lien of the Corporation - If the articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to the articles and to any
unanimous shareholder agreement, by the sale of the shares thereby affected or
by any other action, suit, remedy or proceeding authorized or permitted by law
or by equity and, pending such enforcement, the Corporation may refuse to
register a transfer of the whole or any part of such shares.

26.       Interpretation - In this by-law and all other by-laws of the
Corporation words importing the singular number only shall include the plural
and vice versa; words importing the masculine gender shall include the feminine
and neuter genders; words importing persons shall include an individual,
partnership, association, body corporate, executor, administrator or legal
representative and any number or aggregate of persons; "articles" include the
original or restated articles of incorporation, articles of amendment, articles
of amalgamation, articles of continuance, articles of reorganization and
articles of revival; "board" shall mean the board of directors of the
Corporation; and "meeting of shareholders" shall mean and include an annual
meeting of shareholders and a special general meeting of shareholders.

          MADE this 23/rd/ day of January, 1991.


                                        /s/ [Illegible]
                                        ----------------------------------------
                                        PRESIDENT


                                        /s/ [Illegible]
                                        ----------------------------------------
                                        SECRETARY

EX-3.9

                                                                     EXHIBIT 3.9



                                                                           
[LOGO]   Industry Canada    Industrie Canada                    FORM 9                     FORMULE 9
                                                        ARTICLES OF AMALGAMATION       STATUTS DE FUSION
         Canada Business    Loi canadienne sur les           (SECTION 185)               (ARTICLE 185)
         Corporations Act   societes par actions
- ------------------------------------------------------------------------------------------------------------------------------------
1--Name of the Amalgamated Corporation                          Denomination sociale de la societe issue de la fusion
   NORTH AMERICAN CONSTRUCTION GROUP INC.

- ------------------------------------------------------------------------------------------------------------------------------------
2--The province or territory in Canada where the                La province cue le territoire au Canada ou se situera le siege
   registered office is to be situated -                        social

   Alberta

- ------------------------------------------------------------------------------------------------------------------------------------
3--The classes and any maximum number of shares that the        Categories et tout nombre maximal d'actions que la societe est
   corporation is authorized to issue -                         autorisee a emettre

   The corporation is authorized to issue an unlimited number of common shares.

- ------------------------------------------------------------------------------------------------------------------------------------
4--Restrictions, if any, on share transfers                     Restrictions sur le transfert des actions, s'il y a lieu

   No share or shares of the corporation shall at any time be transferred to any person without either (a) the consent of the
   directors to be signified by a resolution passed by the board or by an instrument or instruments in writing signed by a majority
   of the directors, or (b) the consent of the shareholders of the corporation to be signified by a resolution passed by the
   shareholders or by an instrument or instruments in writing signed by the holders of the shares of the corporation representing
   a majority of the votes attributable to all of the issued and outstanding shares of the corporation.

- ------------------------------------------------------------------------------------------------------------------------------------
5--Number (or minimum and maximum number) of directors          Nombre (ou nombre minimal et maximal) d'administrateurs

   A minimum of 1 and a maximum of 20

- ------------------------------------------------------------------------------------------------------------------------------------
6--Restrictions, if any, on business the corporation may        Limites imposees a l'activite commerciale de la societe, s'il y
   carry on                                                     a lieu

   None

- ------------------------------------------------------------------------------------------------------------------------------------
7--Other provisions, if any                                     Autres dispositions, s'il y a lieu

   The annexed Schedule "A" is incorporated in this form.

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8--The amalgamation has been approved pursuant to that          La fusion a ete approuvee en accord avec l'article ou le paragraphe
   section or subsection of the Act which is indicated          de la Loi indique ci-apres.
   as follows:

                                                  [_] 183   [X] 184(1)   [_] 184(2)
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9--Name of the amalgamating corporations              Corporation No.          Signature          Date                Title
   Denomination sociale des societes fusionnantes     No de la societe                        D - J/M/Y-A             Titre
- ------------------------------------------------------------------------------------------------------------------------------------
NACQ ACQUISITION INC.                                    615087-0           /s/ Illegible      26/11/03          Director

- ------------------------------------------------------------------------------------------------------------------------------------
NORTH AMERICAN CONSTRUCTION                              237696-2           /s/ Illegible      26/11/03          Director
GROUP INC.

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FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT
Corporation number - Numero de la societe                                       Filed - Deposee

                           420598-7
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SoftDocs(R) 4.1 Wordprocessor Interface CBCA Form 9 02/2003
SoftDocs is a registered trade mark of StyleUs Corporation, Toronto Canada      Document prepared by Borden Ladner Gervais LLP,
                                                                                Lawyers . Patent & Trade-Mark Agents,
                                                                                Toronto, Canada
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                               SCHEDULE "A"

7.   Other provisions:

     The number of shareholders of the corporation, exclusive of persons who are
     in its employment and exclusive of persons who, having been formerly in the
     employment of the corporation, were, while in that employment, and have
     continued after the termination of that employment to be, shareholders of
     the corporation, is limited to not more than fifty, two or more persons who
     are the joint registered owners of one or more shares being counted as one
     shareholder.

     Subject to the provisions of the Canada Business Corporations Act, the
     corporation shall have a lien on the shares registered in the name of a
     shareholder or such shareholder's legal representative for a debt of that
     shareholder to the corporation.

     The board of directors may from time to time on behalf of the corporation,
     without authorization of the shareholders:

          (1)  borrow money on the credit of the corporation;

          (2)  issue, reissue, sell, pledge or hypothecate bonds, debentures,
               notes or other evidences of indebtedness or guarantee of the
               corporation, whether secured or unsecured;

          (3)  give a guarantee on behalf of the corporation to secure
               performance of any present or future indebtedness, liability or
               obligation of any person; and

          (4)  mortgage, hypothecate, pledge or otherwise create a security
               interest in all or any currently owned or subsequently acquired
               real or personal, movable or immovable, property of the
               corporation including book debts, rights, powers, franchises and
               undertakings, to secure any such bonds, debentures, notes or
               other evidences of indebtedness or any guarantees or any other
               present or future indebtedness, liability or obligation of the
               corporation.

     The board of directors may from time to time delegate to such one or more
     of the directors and officers of the corporation as may be designated by
     the board all or any of the powers conferred on the board above to such
     extent and in such manner as the board shall determine at the time of such
     delegation.

     The board of directors may appoint one or more directors, who shall hold
     office for a term expiring not later than the close of the next annual
     meeting of shareholder, but the total number of directors so appointed may
     not exceed one third of the number of directors elected at the previous
     annual meeting of shareholders.

EX-3.10

                                                                    EXHIBIT 3.10

                                  BY-LAW NO. 1


                 A by-law relating generally to the transaction
                         of the business and affairs of

                     NORTH AMERICAN CONSTRUCTION GROUP INC.

                                    CONTENTS

Part               Description

I        -         Interpretation
II       -         Business of the Corporation
III      -         Borrowing and Securities
IV       -         Directors
V        -         Committees
VI       -         Officers
VII      -         Protection of Directors, Officers and Others
VIII     -         Shares
IX       -         Dividends and Rights
X        -         Meetings of Shareholders
XI       -         Notices
XII      -         Documents in Electronic Form
XIII     -         Effective Date

          BE IT ENACTED as a by-law of NORTH AMERICAN CONSTRUCTION GROUP INC.
(hereinafter referred to as the "Corporation") as follows:

                                     PART I

                                 INTERPRETATION

1.01      Definitions. In the by-laws of the Corporation, unless the context
otherwise requires:

"Act" means the Canada Business Corporations Act, and any statute that may be
     substituted therefor, as from time to time amended;

"appoint" includes "elect" and vice versa;

"articles" means the articles of incorporation of the Corporation as from time
     to time amended or restated

"board" means the board of directors of the Corporation;



"by-laws" means this by-law and all other by-laws of the Corporation from time
     to time in force and effect;

"meeting of shareholders" includes an annual meeting of shareholders and a
     special meeting of shareholders; "special meeting of shareholders" includes
     a meeting of any class or classes of shareholders and a special meeting of
     all shareholders entitled to vote at an annual meeting of shareholders;

"non-business day" means Saturday, Sunday and any other day that is a holiday
     as defined in the Interpretation Act (Canada);

"recorded address" means in the case of a shareholder, that person's address as
     recorded in the securities register; and in the case of joint shareholders
     the address appearing in the securities register in respect of such joint
     holding or the first address so appearing if there are more than one; and
     in the case of a director, officer, auditor or member of a committee of the
     board, that individual's latest address as recorded in the records of the
     Corporation;

"regulations" means the regulations enacted pursuant to the Act, as from time to
     time amended;

"signing officer" means, in relation to any instrument, any person authorized to
     sign the same on behalf of the Corporation by section 2.03 or by a
     resolution passed pursuant thereto;

"unanimous shareholder agreement" means a written agreement among all the
     shareholders of the Corporation or among all such shareholders and one or
     more persons who are not shareholders, or a written declaration of the
     beneficial owner of all of the issued shares of the Corporation, that
     restricts, in whole or in part, the powers of the directors to manage the
     business and affairs of the Corporation, as from time to time amended;

save as aforesaid, words and expressions defined in the Act have the same
     meanings when used herein; and

words importing the singular number include the plural and vice versa; and words
     importing persons include individuals, bodies corporate, partnerships,
     trusts and unincorporated organizations.

                                    PART II

                          BUSINESS OF THE CORPORATION

2.01      Corporate Seal. The Corporation may have one or more different
corporate seals which may be adopted or changed from time to time by the board,
on which the name of the Corporation appears in the language or one or more of
the languages set out in the articles.



2.02      Financial Year. The financial year of the Corporation shall end on
such day in each year as the board may from time to time by resolution
determine.

2.03      Execution of Instruments. Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any one of the directors or officers. In addition, the board may
from time to time direct the manner in which and the person or persons by whom
any particular instrument or class of instruments may or shall be signed. Any
signing officer may affix the corporate seal (if any) to any instrument. Any
signing officer may certify a copy of any instrument, resolution, by-law or
other document of the Corporation to be a true copy thereof.

2.04      Execution in Counterpart. Any articles, notice, resolution,
requisition, statement or other document required or permitted to be executed in
several documents of like form each of which is executed by all persons required
or permitted, as the case may be, to do so, shall be deemed to constitute one
document and to bear date as of the date of execution thereof by the last
person.

2.05      Banking Arrangements. The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.

2.06      Voting Rights in Other Bodies Corporate. The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such proxies, certificates
or other evidence shall be in favour of such person or persons as may be
determined by the officers signing or arranging for them. In addition, the board
may from time to time direct the manner in which and the person or persons by
whom any particular voting rights or class of voting rights may or shall be
exercised.

2.07      Withholding Information from Shareholders. No shareholder shall be
entitled to discovery of any information respecting any details or conduct of
the Corporation's business which, in the opinion of the board, it would be
inexpedient in the interests of the shareholders or the Corporation to
communicate to the public. The board may from time to time determine whether and
to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right of inspecting any account, record or document of the Corporation
except as conferred by the Act or authorized by the board or by resolution
passed at a meeting of shareholders.

2.08      Creation and Consolidation of Divisions. The board may cause the
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or



type of operation, geographical territory, product manufactured or service
rendered, as the board may consider appropriate in each case. The board may also
cause the business and operations of any such division to be further divided
into sub-units and the business and operations of any such divisions or
sub-units to be consolidated upon such basis as the board may consider
appropriate in each case.

2.09      Name of Division. Subject to compliance with law, any division or its
sub-units may be designated by such name as the board may from time to time
determine and may transact business under such name, provided that the
Corporation shall set out its corporate name in legible characters in all
contracts, invoices, negotiable instruments and orders for goods or services
issued or made by or on behalf of the Corporation.

2.10      Officers of Division. From time to time the board or, if authorized by
the board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The board or, if authorized by the board, the chief executive
officer, may remove at its or that individual's pleasure any officer so
appointed, without prejudice to such officer's rights under any employment
contract. Officers of divisions or their sub-units shall not, as such, be
officers of the Corporation.

                                    PART III

                            BORROWING AND SECURITIES

3.01      Borrowing Power. Without limiting the borrowing powers of the
Corporation as set forth in the Act, but subject to the articles and any
unanimous shareholder agreement, the board may from time to time on behalf of
the Corporation, without authorization of the shareholders:

(a)       borrow money on the credit of the Corporation,

(b)       issue, reissue, sell, pledge or hypothecate bonds, debentures, notes
          or other evidences of indebtedness or guarantee of the Corporation,
          whether secured or unsecured,

(c)       give a guarantee on behalf of the Corporation to secure performance of
          any present or future indebtedness, liability or obligation of any
          person; and

(d)       mortgage, hypothecate, pledge or otherwise create a security interest
          in all or any currently owned or subsequently acquired real or
          persona], movable or immovable, property of the Corporation including
          book debts, rights, powers, franchises and undertakings, to secure any
          such bonds, debentures, notes or other evidences of indebtedness or
          guarantee or any other present or future indebtedness, liability or
          obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory-notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.



3.02      Delegation. The board may from time to time delegate to a committee of
the board, a director or an officer of the Corporation or any other person as
may be designated by the board all or any of the powers conferred on the board
by section 3.01 or by the Act to such extent and in such manner as the board may
determine at the tune of each such delegation.

                                     PART IV

                                    DIRECTORS

4.01      Number of Directors and Quorum. Until changed in accordance with the
Act, the board shall consist of not less than the minimum and not more than the
maximum number of directors provided for in the articles. The directors or the
shareholders may by resolution from time to time determine the number of
directors to be elected at an annual meeting, within such minimum and maximum.
Subject to section 4.08, the quorum for the transaction of business at any
meeting of the board shall consist of a majority of the minimum number of
directors provided for in the articles or such greater number of directors as
the board may from time to time determine.

4.02      Qualification. Unless otherwise provided by the Act, at least
twenty-five percent of the directors shall be resident Canadians. However, if at
any time there are less than four directors, at least one director must be a
resident Canadian. No person shall be qualified for election as a director if
such person: (a) is less than 18 years of age; (b) is of unsound mind and has)
been so found by a court in Canada or elsewhere; (c) is not an individual; or(d)
has the status of a bankrupt. A director need not be a shareholder.

4.03      Election and Term. The election of directors shall take place at the
first meeting of shareholders and at each annual meeting of shareholders and all
the directors then in office shall retire but, if qualified, shall be eligible
for re-election. The number of directors to be elected at any such meeting shall
be the number of directors then in office unless the directors or the
shareholders otherwise determine. The election shall be by resolution. If an
election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected. Where the
shareholders adopt an amendment to the articles to increase the number or
minimum number of directors, the shareholders may, at the meeting at which they
adopt the amendment, elect the additional number of directors thereby
authorized,

4.04      Removal of Directors. Subject to the provisions of the Act, the
shareholders may by resolution passed at a meeting specially called for such
purpose remove any director from office and the vacancy created by such removal
may be filled at the same meeting failing which it may be filled by the board.

4.05      Vacation of Office. A director ceases to hold office when such
director dies, is removed from office by the shareholders acting pursuant to the
Act, or ceases to be qualified for election as a director, or earlier if such
director shall have submitted a written resignation to the Corporation; in which
last-mentioned event such director shall cease to hold office at the later of
(i) the time when such written resignation is sent or



delivered to the Corporation and (ii) the time, if any, specified in such
written resignation as the effective time of such resignation.

4.06      Vacancies. Subject to the Act, a quorum of the board may fill a
vacancy in the board, except a vacancy resulting from an increase In the minimum
or maximum number of directors or from a failure of the shareholders to elect
the minimum number of directors. In the absence of a quorum of the board, or if
the vacancy has arisen from a failure of the shareholders to elect the minimum
number of directors, the board shall forthwith call a special meeting of
shareholders to fill the vacancy. If the board fails to call such meeting or if
there are no directors then in office, any shareholder may call the meeting.

4.07      Action by the Board. Subject to any- unanimous shareholder agreement,
the board shall manage, or supervise the management of, the business and affairs
of the Corporation. Subject to sections 4.08 and 4.09, the powers of the board
may be exercised by a meeting at which the quorum is present or by resolution in
writing signed by all the directors entitled to vote on that resolution at a
meeting of the board. Where there is a vacancy in the board, the remaining
directors may exercise all the powers of the board so long as a quorum remains
in office. Where the Corporation has only one director, that director may
constitute a meeting.

4.08      Canadian Directors Present at Meeting. Unless otherwise provided by
the Act, the board shall not transact business at a meeting, other than filling
a vacancy in the board, unless at least twenty-five percent of the directors
present at the meeting are resident Canadians or, if there are less than four
directors, at least one of the directors present is a resident Canadian, except
where:

(a)       a resident Canadian director who is unable to be present approves in
          writing or by telephonic, electronic or other communications
          facilities, the business transacted at the meeting; and

(b)       the required number of resident Canadians would have been present had
          that director been present at the meeting,

4.09      Meeting by Communications Facility. If all the directors of the
Corporation consent, a director may, in accordance with the regulations,
participate in a meeting of the board, or of a committee of the board, by means
of a telephonic, electronic or other communications facility that permits all
participants to communicate adequately with each other during the meeting. A
director participating in such a meeting by such means is deemed to be present
at the meeting. Any such consent shall be effective whether given before or
after the meeting to which it relates and may be given with respect to all
meetings of the board and of committees of the board.

4.10      Place of Meetings. Meetings of the board may be held at any place in
or outside Canada.



4.11      Calling of Meetings. Meetings of the board shall be held from time to
time at such time and at such place as the board, the chairman of the board, the
managing director, the president, the vice-president or any two directors may
determine.

4.12      Notice of Meeting. Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 11.01 to each director
not less than 48 hours before the time when the meeting is to be held. A notice
of a meeting of directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including, if required by the Act, any proposal to:

(a)       submit to the shareholders any question or matter requiring approval
          of the shareholders;

(b)       fill a vacancy among the directors or in the office of auditor, or
          appoint additional directors;

(c)       issue securities;

(d)       issue shares of a series;

(e)       declare dividends;

(f)       purchase, redeem or otherwise acquire shares issued by the
          Corporation;

(g)       pay a commission for the sale of shares;

(h)       approve a management proxy circular;

(i)       approve a take-over bid circular or directors' circular;

(j)       approve any annual financial statements; or

(k)       adopt, amend or repeal by-laws.

4.13      First Meeting of New Board. Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.

4.14      Adjourned Meeting. Notice of an adjourned -meeting of the board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.15      Regular Meetings. The board may appoint a day or days in any month
or - months for regular meetings of the board at a place and hour to be named. A
copy of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.



4.16      Chairman. The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman.

4.17      Votes to Govern. At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall be entitled to a second or casting
vote.

4.18      Declaration of Interest. A director or officer who is a party to, or
who is a director or officer of, or has a material interest in, any person who
is a party to a material contract or material transaction, whether made or
proposed, with the Corporation, shall disclose the nature and extent of his or
her interest at the time and in the manner provided by the Act. Any such
contract or proposed contract shall be referred to the board or shareholders for
approval even if such contract is one that in the ordinary course of the
Corporation's business would not require approval by the board or shareholders,
and a director interested iii a contract so referred to the board shall not vote
on any resolution to approve the same except as provided by the Act.

4.19      Remuneration and Expenses. Subject to any unanimous shareholder
agreement, the directors shall be paid such remuneration for their services as
the board may from time to time determine. The directors shall also be entitled
to be reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                                     PART V

                                   COMMITTEES

5.01      Committee of Board. The board may appoint one or more committees of
the board, however designated, and delegate to any such committee any of the
powers of the board except those which, under the Act, a committee of the board
has no authority to exercise.

5.02      Transaction of Business. The powers of a committee of the board may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all members of such committee who would have been entitled to vote on
that resolution at a meeting of the committee. Meetings of such committee may be
held at any place in or outside of Canada.

5.03      Advisory Bodies. The board may from time to time appoint advisory
bodies.

5.04      Procedure. Unless otherwise determined by the board, each committee
and advisory body shall have power to fix its quorum at not less than a majority
of its members, to elect its chairman and to regulate its procedure.



                                    PART VI

                                    OFFICERS

6.01      Appointment. Subject to any unanimous shareholder agreement, the board
may from time to time appoint a president, one or more vice-presidents (to which
title may be added words indicating seniority or function), a secretary, a
treasurer and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed. The board may specify the
duties of and, in accordance with this by-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not
be a director and one person may hold more than one office.

6.02      Chairman of the Board. The board may from time to time also appoint a
chairman of the board. If appointed, the board may assign to the chairman any of
the powers and duties that are by any provisions of this by-law assigned to the
managing director or to the president, and the chairman shall, subject to the
provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the chairman of the board, the
chairman's duties shall be performed and the chairman's powers exercised by the
managing director, if any, or by the president.

6.03      Managing Director. The board may from time to time also appoint a
managing director who shall be a resident Canadian and a director. if appointed,
the managing director shall be the chief executive officer and, subject to the
authority of the board, shall have general supervision of the business and
affairs of the Corporation; and the managing director shall, subject to the
provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the president, or if no president
has been appointed, the managing director shall also have the powers and duties
of that office.

6.04      President. If appointed, the president shall be the chief operating
officer and, subject to the authority of the board, shall have general
supervision of the business of the Corporation; and the president shall have
such other powers and duties as the board may specify. During the absence or
disability of the managing director, or if no managing director has been
appointed, the president shall also have the powers and duties of that office.

6.05      Vice-President. A vice-president shall have such powers and duties as
the board or the chief executive officer may specify.

6.06      Secretary. The secretary, as and when requested to do so, shall attend
and be the secretary of all meetings of the board, shareholders and committees
of the board and shall enter or cause to be entered in records kept for that
purpose minutes of all proceedings thereat; the secretary shall give or cause to
be given, as and when instructed, all notices to shareholders, directors,
officers, auditors and members of committees of the board; the secretary shall
be the custodian of the stamp or mechanical device generally used for affixing
the corporate seal of the Corporation (if any) and of all books, papers,



records, documents and instruments belonging to the Corporation, except when
some other officer or agent has been appointed for that purpose; and the
secretary shall have such other powers and duties as the board or the chief
executive officer may specify.

6.07      Treasurer. The treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
the treasurer shall render to the board whenever required an account of all
transactions undertaken and of the financial position of the Corporation; and
the treasurer shall have such other powers and duties as the board or the chief
executive officer may specify.

6.08      Powers and Duties of Other Officers. The powers and duties of all
other officers shall be such as the terms of their engagement call for or as the
board or the chief executive officer may specify. Any of the powers and duties
of an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the board or the chief executive officer
otherwise directs.

6.09      Variation of Powers and Duties. The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.

6.10      Term of Office. The board, in its discretion, may remove any officer
of the Corporation, without prejudice to such officer's rights under any
employment contract. Otherwise each officer appointed by the board shall hold
office until such officer's successor is appointed, or until such officer's
earlier resignation.

6.11      Terms of Employment and Remuneration. The terms of employment and the
remuneration of an officer appointed by the board shall be settled by it from
time to time.

6.12      Declaration of Interest. An officer shall disclose his or her interest
in any material contract or proposed material contract with the Corporation in
accordance with section 4.18.

6.13      Agents and Attorneys. The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the powers to subdelegate) as may
be thought fit.

6.14      Fidelity bonds. The board may require such officers, employees and
agents of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the board may from time to time determine.

                                    PART VII

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01      Limitation of Liability. No director or officer shall be liable for
the acts, receipts, neglects or defaults of any other director or officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to



the Corporation through the insufficiency or deficiency of title to any property
acquired for or on behalf of the Corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any loss
occasioned by any error of judgment or oversight on such individual's part, or
for any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of such individual's office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the Act and the regulations thereunder or from
liability for any breach thereof.

7.02      Indemnity. Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or officer,
or another individual who acts or acted at the Corporation's request as a
director or officer, or an individual acting in a similar capacity, of another
entity, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by the individual in
respect of any civil, criminal, administrative, investigative or other action or
proceeding in which the individual is involved because of such individual's
association with the Corporation or other entity, if the individual:

(a)       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 the
          other entity for which the individual acted as director or officer or
          in a similar capacity at the request of the Corporation; and

(b)       in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, the individual had reasonable
          grounds for believing that the individual's conduct was lawful.

The Corporation may advance moneys to an individual entitled to indemnification
pursuant to this section for the costs, charges and expenses of such
proceedings. The Corporation shall also indemnify such person in such other
circumstances as the Act requires. Nothing in this by-law shall limit the right
of any person entitled to indemnity apart from the provisions of this by-law.

7.03      Insurance. The Corporation may purchase and maintain insurance for the
benefit of any individual referred to in section 7.02 against any liability
incurred by the individual:

(a)       in the individual's-capacity as a director or officer of the
          Corporation; or

(b)       in the individual's capacity as a director or officer, or similar
          capacity, of another entity, if the individual acts or acted in that
          capacity at the request of the Corporation.



                                    PART VIII

                                     SHARES

8.01      Allotment. Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is
fully paid as provided by the Act

8.02      Commissions. The board may from time to time authorize the Corporation
to pay a commission to any person in consideration of such person purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.

8.03      Registration of Transfers. Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon
presentation of the certificate representing such shares with an endorsement,
which complies with the Act, made thereon or delivered therewith duly executed
by an appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any fees
prescribed by the board, upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 8.05.

8.04      Transfer Agents and Registrars. The board may from time to time
appoint one or more agents to maintain, in respect of each class of securities
of the Corporation issued by it in registered form, a central securities
register and one or more branch securities registers. Such a person may be
designated as transfer agent or registrar according to such person's functions
and one person may be designated both registrar and transfer agent. The board
may at any time terminate such appointment.

8.05      Lien for Indebtedness. If the articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to any other provision of
the articles and to any unanimous shareholder agreement, by the sale of the
shares thereby affected or by any other action, suit, remedy-or proceeding
authorized or permitted by law or by equity and, pending such enforcement, the
Corporation may refuse to register a transfer of the whole or any part of such
shares.

8.06      Non-recognition of Trusts. Subject to the provisions of the Act, the
Corporation may treat the person in whose name a share is registered in the
securities register as the person exclusively entitled to vote, to receive
notices, to receive any dividend or other payments in respect of the share and
otherwise to exercise all the rights and powers of an owner.

8.07      Share Certificates. Every bolder of one or more shares of the
Corporation shall be entitled, at the shareholder's option, to a share
certificate, or to a non-transferable



written certificate of acknowledgment of such shareholder's right to obtain a
share certificate, stating the number and class or series of shares held by such
shareholder as shown on the securities register. Such certificates shall be in
such form as the board shall from time to time approve. Any such certificate
shall be signed in accordance with section 2.03 and need not be under corporate
seal; provided that, unless the board otherwise determines, certificates in
respect of which a transfer agent and/or registrar has been appointed shall not
be valid unless countersigned by or on behalf of such transfer agent and/or
registrar. The signature of one of the signing officers or, in the case of
certificates which are not valid unless countersigned by or on behalf of a
transfer agent and/or registrar, the signatures of both signing officers, may be
printed or mechanically reproduced in facsimile upon certificates and every such
facsimile signature shall for all purposes be deemed to be the signature of the
officer whose signature it reproduces and shall be binding upon the Corporation.
A certificate executed as aforesaid shall be valid notwithstanding that one or
both of the officers whose facsimile signature appears thereon no longer holds
office at the date of issue of the certificate.

8.08      Replacement of Share Certificates. The board or any officer or agent
designated by the board may in its or such person's discretion direct the issue
of a new share certificate or certificate of acknowledgment in lieu of and upon
cancellation of a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully taken on payment
of such fee, not exceeding the amount prescribed by regulation for the issuing
of a share certificate in respect of a transfer, and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
board may from time to time prescribe, whether generally or in any particular
case.

8.09      Joint Shareholders. If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

8.10      Deceased Shareholders. In the event of the death of a holder, or of
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.

                                     PART IX

                              DIVIDENDS AND RIGHTS

9.01      Dividends. Subject to the provisions of the Act and the articles, the
board may from time to time declare dividends payable to the shareholders
according to their respective rights and interest in the Corporation. Dividends
may be paid in money or property or by issuing fully paid shares of the
Corporation.



9.02      Dividend Cheques. A dividend payable in money shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his or her recorded address, unless such holder otherwise directs. In the case
of joint holders the cheque shall, unless such joint holders otherwise direct,
be made payable to the order of all of such joint holders and mailed to them at
their recorded address. The mailing of such cheque as aforesaid, unless the same
is not paid on due presentation, shall satisfy and discharge the liability for
the dividend to the extent of the sum represented thereby plus the amount of any
tax which the Corporation is required to and does withhold.

9.03      Non-receipt of Cheques. In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.

9.04      Record Date for Dividends and Rights. The board may fix in advance a
date, preceding by not more than 60 days, or such other period as may be
prescribed by regulation, the date for the payment of any dividend or the date
for the issue of any warrant or other evidence of the right to subscribe for
securities of the Corporation, as a record date for the determination of the
persons entitled to receive payment of such dividend or to exercise the right to
subscribe for such securities, and notice of any such record date shall be given
not less than 7 days before such record date, or such other period as may be
prescribed by regulation, in the manner provided by the Act. If no record date
is so fixed, the record date for the determination of the persons entitled to
receive payment of any dividend or to exercise the right to subscribe for
securities of the Corporation shall be at the close of business on the day on
which the resolution relating to such dividend or right to subscribe is passed
by the board.

9.05      Unclaimed Dividends. Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.

                                      PART X

                            MEETINGS OF SHAREHOLDERS

10.01     Annual Meetings. The annual meeting of shareholders shall be held at
such time in each year and, subject to section 10.03, at such place as the board
may from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing an auditor and transacting such other
business as may properly be brought before the meeting.

10.02     Special Meetings. The board, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.




10.03     Place of Meetings. Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the province in which the
registered office is situate or, if the board shall so determine, at some other
place in Canada or, at some place outside Canada if such place is specified in
the articles or all the shareholders entitled to vote at the meeting so agree.

10.04     Participation by Electronic Means. If the Corporation chooses to make
available a telephonic, electronic or other communication facility that permits
all participants to communicate adequately with each other during a meeting of
shareholders, any person entitled to attend such meeting may participate in the
meeting by means of such telephonic, electronic or other communication facility
in the manner provided by the Act and the regulations. A person participating in
a meeting by such means is deemed to be present at the meeting. Notwithstanding
any other provision of this by-law, any person participating in a meeting of
shareholders pursuant this section who is entitled to vote at that meeting may
vote, in accordance with the Act and the regulations, by means of any
telephonic, electronic or other communication facility that the Corporation has
made available for that purpose.

10.05     Meeting Held by Electronic Means. Notwithstanding section 10.03, if
the directors or shareholders of the Corporation call a meeting of shareholders
pursuant to the Act, those directors or shareholders, as the case may be, may
determine that the meeting shall be held, in accordance with the Act and the
regulations, entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting. Notwithstanding any other provision of this
by-law, any person participating in a meeting of the shareholders pursuant this
section who is entitled to vote at that meeting may vote, in accordance with the
Act and the regulations, by means of any telephonic, electronic or other
communication facility that the Corporation has made available for that purpose.

10.06     Notice of Meetings. Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 11.01 not more
than 60 days nor less than 21 days before the date of the meeting, or within
such other period as may be prescribed by regulation, to each director, to the
auditor and to each shareholder who at the close of business on the record date
for notice is entered in the securities register as the holder of one or more
shares carrying the right to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon and shall state
the text of any special resolution to be submitted to the meeting.

10.07     List of Shareholders Entitled to Notice. For every meeting of
shareholders, the Corporation shall prepare within the time specified by the Act
a list of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares held by each shareholder. If
a record date for notice of the meeting is fixed pursuant to section 10.09, the
shareholders listed shall be those registered at the close of business on such
record date. If no record date for notice is so fixed, the



shareholders listed shall be those registered (a) at the close of business on
the day immediately preceding the day on which notice of the meeting is given,
or (b) on the day on which the meeting is held where no such notice is given.
The list shall be available for examination by any shareholder during usual
business hours at the registered office of the Corporation or at the place where
the central securities register is maintained and at the meeting for which the
list was prepared.

10.08     List of Shareholders Entitled to Vote. For every meeting of
shareholders, the Corporation shall prepare within the time specified by the Act
a list of shareholders entitled to vote at the meeting, arranged in alphabetical
order and showing the number of shares which each such shareholder is entitled
to vote at the meeting. If a record date for voting is fixed pursuant to section
10.10, the shareholders listed shall be those registered at the close of
business on such record date. If no record date for voting is so fixed, the
shareholders listed shall be those registered at the close of business on the
record date for notice fixed pursuant to section 10.09. If no record date for
voting is fixed pursuant to section 10.10 and no record date for notice is fixed
pursuant to section 10.09, the shareholders listed shall be those registered (a)
at the close of -business on the day immediately preceding the day on which
notice of the meeting is given, or (b) on the day on which the meeting is held
where no such notice is given. The list shall be available for examination by
any shareholder during usual business hours at the registered office of the
Corporation or at the place where the central securities register is maintained
and at the meeting for which the list was prepared.

10.09     Record Date for Notice. The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 60 days and not less
than 21 days, or such other period as may be prescribed by regulation, as a
record date for the determination of the shareholders entitled to notice of the
meeting, and notice of any such record date shall be given not less than 7 days
before such record date, or such other period as may be prescribed by
regulation, by newspaper advertisement in the manner provided in the ct If no
record date for notice is so fixed, the record date for the determination of the
shareholders entitled to notice of the meeting shall be (a) at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or (b) on the day on which the meeting is held where no such notice is
given.

10.10     Record Date for Voting. The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 60 days and not less
than 21 days, or such other period as may be prescribed by regulation, as a
record date for the determination of the shareholders entitled to vote at the
meeting, and notice of any such record date shall be given not less than 7 days
before such record date, or such other period as may be prescribed by
regulation, by newspaper advertisement in the manner provided in the Act. If no
record date for voting is so fixed, the record date for the determination of the
shareholders entitled to vote at the meeting shall be at the close of business
on the record date for notice fixed pursuant to section 10.09. If no record date
for voting is fixed pursuant to this section and no record date for notice is
fixed pursuant to section 10.09, the record date for the determination of the
shareholders entitled to vote at the meeting shall be (a) at the close of
business on the day immediately preceding the



day on which notice of the meeting is given, or (b) on the day on which the
meeting is held where no such notice is given.

10.11     Meetings without Notice. A meeting of shareholders may be held at any
time and place permitted by the Act or the articles or the by-laws without
notice or on shorter notice than that provided for herein, and proceedings
thereat shall not be invalidated (a) if all the shareholders entitled to vote
thereat are present in person or represented or if those not so present or
represented have received notice, or before or after the meeting or the time
prescribed for the notice thereof, in writing waive notice of or accept short
notice of such meeting, and (b) if the auditors and the directors are present or
if those not present have received notice or, before or after the meeting or the
time prescribed for notice thereof, in writing waive notice of or accept short
notice of such meeting. If the meeting is held at a place outside Canada,
shareholders not present or represented, but who have waived notice of or
accepted short notice of such meeting, shall also be deemed to have consented to
the meeting being held at such place.

10.12     Chairman, Secretary and Scrutineers. The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed who is present at the meeting: president, managing director,
chairman of the board, or a vice-president who is a director. If no such officer
is present within 15 minutes from the time fixed for holding the meeting, the
persons present and entitled to vote shall choose one of their number to be
chairman. If the secretary of the Corporation is absent, the chairman shall
appoint some person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders, may
be appointed by a resolution or by the chairman with the consent of the meeting.

10.13     Persons Entitled to Attend. The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the chairman of
the board (if any), the president, the directors and auditor of the Corporation
and others who, although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to attend the meeting. Any
other person may be admitted only on the invitation of the chairman of the
meeting or with the consent of the meeting.

10.14     Quorum. Subject to the provisions of the Act, a quorum for the
transaction of business at any meeting of shareholders shall be I person present
in person being a shareholder entitled to vote thereat or a duly appointed
representative or proxyholder for an absent shareholder so entitled, and holding
or representing in the aggregate not less than a majority of the outstanding
shares of the Corporation entitled to vote at the meeting. If a quorum is
present at the opening of any meeting of shareholders, the shareholders present
or represented may proceed with the business of the meeting notwithstanding that
a quorum is not present throughout the meeting. If a quorum is not present at
the opening of any meeting of shareholders, the shareholders present or
represented may adjourn the meeting to a fixed time and place but may not
transact any other business.



10.15     Right to Vote. Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association and restrictions on
intermediary voting, for any meeting of shareholders every person who is named
in the list of shareholders entitled to vote prepared for purposes of such
meeting shall be entitled to vote the shares shown opposite such person's name.
For any meeting of shareholders where a list of shareholders entitled to vote
has not been prepared for purposes of such meeting, the names of the persons
appearing in the securities register at the close of business on the record date
for voting as the holders of one or more shares carrying the right to vote at
such meeting, shall be deemed to be the list of shareholders entitled to vote
for purposes of such meeting.

10.16     Proxyholders and Representatives. Every shareholder entitled to vote
at a meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, to attend and act at the meeting in
the manner and to the extent authorized and with the authority conferred by the
proxy. A proxy shall be in writing executed by the shareholder or such
shareholder's attorney and shall conform with the requirements of the Act. Every
such shareholder which is a body corporate or association may by resolution of
its directors or governing body authorize an individual who need not be a
shareholder to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an individual shareholder. The authority of such an individual shall be
established by depositing with the Corporation a certified copy of such
resolution, or in such other manner as may be satisfactory to the secretary of
the Corporation or the chairman of the meeting.

10.17     Time for Deposit of Proxies. The board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which time proxies to be
used at such meeting must be deposited. A proxy shall be acted upon only if,
prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time is
specified in such notice, if it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.

10.18     Joint Shareholders. If two or more persons hold shares jointly, any
one of them present in person or represented at a meeting of shareholders may,
in the absence of the other or others, vote the shares; but if two or more of
those persons are present in person or represented and vote, they shall vote as
one the shares jointly held by them.

10.19     Votes to Govern. At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
a majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands, upon a ballot or upon results of electronic voting,
the chairman of the meeting shall be entitled to a casting vote.

10.20     Show of Hands. Subject to the provisions of the Act any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or



demanded as hereinafter provided. Upon a show of hands every person who is
present and entitled to vote shall have one vote. Whenever a vote by show of
hands shall have been taken upon a question, unless a ballot thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.

10.21     Ballots. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require a ballot or any person present and entitled to vote on such
question at the meeting may demand a ballot. A ballot so required or demanded
shall be taken in such manner as the chairman shall direct. A requirement or
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. If a ballot is taken each person present shall be entitled, in respect
of the shares which he or she is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles, and the
result of the ballot so taken shall be the decision of the shareholders upon the
said question.

10.22     Electronic Voting. If the Corporation chooses to make available a
telephonic, electronic or other communication facility, in accordance with the
Act and the regulations, that permits shareholders to vote by means of such
facility then, notwithstanding any other provision of this by-law, any vote may
be held, in accordance with the Act and the regulations, entirely by means of
such facility.

10.23     Adjournment. If a meeting of shareholders is adjourned for less than
30 days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the earliest meeting that is adjourned. If a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.

10.24     Resolution in Writing. A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditors in accordance with the Act

10.25     Only One Shareholder. Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.



                                     PART XI

                                     NOTICES

11.01     Method of Giving Notices. Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations, the articles, the by-laws or
otherwise to a shareholder, director, officer, auditor or member of a committee
of the board shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to such person's recorded address or
if mailed to such person at such person's recorded address by prepaid ordinary
or air mail or if sent to such person at his or her recorded address by
facsimile or if provided in the form of an electronic document in accordance
with section 12.01. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box; a notice so sent by facsimile shall be deemed to
have been given when transmitted and a notice provided in the form of an
electronic document shall be deemed to have been given at the time determined in
accordance with section 12.01. The secretary may change or cause to be changed
the recorded address of any shareholder, director, officer, auditor or member of
a committee of the board in accordance with any information believed by the
secretary to be reliable.

11.02     Notice to Joint Shareholders. If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.

11.03     Computation of Time. In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event shall be included.

11.04     Undelivered Notices. If any notice given to a shareholder pursuant to
section 11.01 is returned on two consecutive occasions because such shareholder
cannot be found, the Corporation shall not be required to give any further
notices to such shareholder until such shareholder informs the Corporation in
writing of his or her new address.

11.05     Omissions and Errors. The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at airy meeting held pursuant to such notice or otherwise founded thereon.

11.06     Persons Entitled by Death or Operation of Law. Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom such person derives title



to such share prior to such person's name and address being entered on the
securities register (whether such notice was given before or after the happening
of the event upon which such person became so entitled) and prior to such person
furnishing to the Corporation the proof of authority or evidence of entitlement
prescribed by the Act

11.07     Waiver of Notice. Any shareholder, proxyholder, other person entitled
to attend a meeting of shareholders, director, officer, auditor or member of a
committee of the board may at any time waive any notice, or waive or abridge the
time for any notice, required to be given to such person under any provision of
the Act, the regulations thereunder, the articles, the by-laws or otherwise and
such waiver or abridgement, whether given before or after the meeting or other
event of which notice is required to be given, shall cure any default in the
giving or in the time of such notice, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or of a committee of the board which may be given
in any manner.

                                    PART XII

                          DOCUMENTS IN ELECTRONIC FORM

12.01     Documents in Electronic Form. Subject to any additional conditions set
out in section 12.02 below, a requirement under the Act, the regulations or
these by-laws to provide a person with a notice, document or other information
may be satisfied by the provision of an electronic document, provided that:

(a)       the addressee has consented, in the manner prescribed by regulation,
          if any, and has designated an information system for the receipt of
          electronic documents;

(b)       the electronic document is provided to the designated information
          system, unless otherwise prescribed by regulation; and

(c)       any other requirements of the regulations have been complied with.

An addressee may revoke the consent referred to in subsection 12.01 (a) above.
Nothing in this Part XII shall require a person to create or otherwise provide
an electronic document. Except where a notice, document or other information
must be sent to a specific place (such as a registered address), an electronic
document need not be sent to the designated information system if (i) the
document is posted on or made available through a generally accessible
electronic source, such as a web site; and (ii) the addressee is provided with
notice in writing of the availability and location of that electronic document.
An electronic document shall be considered to have been received when it enters
the information system designated by the addressee or if the document is posted
on or made available through a generally accessible electronic source, when it
is accessed by the addressee.

12.02     Where Documents to be Created in Writing. Where the Act or regulations
expressly require that a notice, document or other information be created in
writing, such



requirement shall be satisfied by the creation of an electronic document
provided that, in addition to the conditions set out in section 12.01 above:

(a)       the information in the electronic document is accessible so as to be
          usable for subsequent reference; and

(b)       any other requirements of the regulations have been complied with.

12.03     Where Documents to be provided in Writing. Where the Act or
regulations expressly require that a notice, document or other information be
provided in writing, such requirement shall be satisfied by the provision of an
electronic document provided that, in addition to the conditions set out in
section 12.01 above:

(a)       the information in the electronic document is accessible by the
          addressee and capable of being retained by the addressee, so as to be
          usable for subsequent reference; and

(b)       any other requirements of the regulations have been complied with.

                                    PART XIII

                                 EFFECTIVE DATE

13.01     Effective Date. This by-law shall be effective when made by the board.



          THE FOREGOING BY-LAW is hereby consented to by all the directors of
the Corporation pursuant to the Act, as evidenced by their signatures hereto.

          DATED as of the 26/th/ day of November, 2003.


/s/ Gordon Parchewsky                     /s/ John Hawkins
- --------------------------------------    --------------------------------------
Gordon Parchewsky                         John Hawkins


          THE FOREGOING BY-LAW is hereby confirmed by the sole shareholder of
the Corporation pursuant to the Act, as evidenced by such shareholder's
signature hereto.

          DATED as of the 26/th/ day of November, 2003.

                                          NORTH AMERICAN ENERGY
                                          PARTNERS INC.


                                          By:/s/ R. Kent Wallace
                                             -----------------------------------
                                             R. Kent Wallace
                                             Secretary

EX-3.11

                                                                    EXHIBIT 3.11

CANADA BUSINESS
CORPORATIONS ACT

     Form 11

ARTICLES OF CONTINUANCE
(Section 181)

- --------------------------------------------------------------------------------
1.   Name of Corporation.

     NORTH AMERICAN CONSTRUCTION LTD.

- --------------------------------------------------------------------------------
2.   Place in Canada where the registered office is to be situated.

     Edmonton, Alberta

- --------------------------------------------------------------------------------
3.   The classes and any maximum number of shares that the corporation is
     authorized to issue.

     See Schedule I attached hereto:

- --------------------------------------------------------------------------------
4.   Restrictions if any on share transfers.
     No shares of the Corporation shall be transferred without the approval of
the directors of the Corporation either by a resolution passed at a Board of
directors meeting or by an instrument or instruments in writing signed by all
the directors.
- --------------------------------------------------------------------------------
5.   Number (or minimum and maximum number) of directors.

Minimum number of directors one (1) maximum number of directors twenty (2

- --------------------------------------------------------------------------------
6.   Restrictions if any on businesses the corporation may carry on.

     None

- --------------------------------------------------------------------------------
7.   (1) If change of name effected     (2) Details of Incorporation
         previous name.
                                        Incorporated under The Companies
         n/a                            Act - March 13, 1969, Continued under
                                        The Business Corporations A (Alberta)
                                        October 31, 1983.

- --------------------------------------------------------------------------------
8.   Other provisions if any.

     See Schedule II attached hereto:

- --------------------------------------------------------------------------------

Date            Signature                        Description of Office


                /s/  [Illegible]
July 20, 1988       -------------------------    Director

                                                 /s/  [Illegible]
                                                     ---------------------------



SCHEDULE I  attached to the Articles of Continuance of
            NORTH AMERICAN CONSTRUCTION LTD.

     The classes and any maximum number of shares that the Corporation is
     authorized to issue.

     3.1  (a)  100 Class "A" Voting Non-Participating Common Shares;

          (b)  1,000 Class "B" Non-Voting Participating Common Shares;

          (c)  100,000 Class "C" Redeemable Preferred Shares;
          shares of any class may be issued in one or more series, and the
          directors shall have authority to determine the designation, rights,
          privileges, restrictions and conditions attaching to the shares of
          each series.

     3.2       The Class "A" and Class "B" Common and Class "C" Redeemable
     Preferred Shares shall have attached thereto the following special rights,
     privileges and restrictions:

          (a)  Dividends: The holders of the Class "C" Redeemable Preferred
               Shares shall only be entitled to a dividend in the event that the
               Directors so designate upon issuance of such shares and then at
               such rate, and having such preference or priority over dividends
               on the Class "B" Common Shares as the directors determine by
               resolution at the time of issuance of the preference shares.

                    The Class "A" Common Shares shall not be entitled to a
               dividend.

                    No dividends shall at any time be declared or paid on or set
               apart for the Class "B" Common Shares in circumstances which
               would result in an impairment of the ability of the Corporation
               to purchase or redeem all of the Class "C" Redeemable Preferred
               Shares.



                                      - 2 -

          (b)  Premium: Upon the issuance of any series of Class "C" Redeemable
               Preferred Shares, the directors may provide for the payment of a
               premium upon any purchase or redemption of shares of such series
               by the Corporation in excess of the price or consideration at or
               for which such shares have been issued and such additional
               amount, if any, required to be paid by the Corporation on such
               purchase or redemption of any such share is hereinafter referred
               to in these Articles of Continuance as the "Premium" on the
               shares of such series.

          (c)  Redemption of Class "C" Redeemable Preferred Shares: The
               Corporation may upon thirty (30) days notice in writing to any
               holder of Class "C" Redeemable Preferred Shares, redeem at any
               time or from time to time the whole or any part of the then
               outstanding Class "C" Redeemable Preferred Shares on payment for
               each share to be redeemed of the sum of: the issue price thereof,
               the amount of any dividend thereon declared and unpaid or
               accumulated, and the aggregate of the Premiums on the shares to
               be redeemed (the "Redemption Amount"). Where the directors
               determine to redeem less than all of the Class "C" Redeemable
               Preferred Shares outstanding at any time the shares to be
               redeemed at any particular time or from time to time shall be
               selected by lot, or otherwise, in such manner as the Board of
               Directors may determine from time to time.



                                      - 3 -

               Subject to the laws of Canada, a holder of Class "C" Redeemable
               Preferred Shares shall be entitled to require the Corporation to
               redeem at any time or times all or any of the Class "C"
               Redeemable Preferred Shares registered in the name of such holder
               on the books of the Corporation by tendering to the Corporation
               at its head office a share certificate representing the Class "C"
               Redeemable Preferred Shares which the registered holder desires
               to have the Corporation redeem together with a request in writing
               specifying:

               (i)  that the registered holder desires to have the Class "C"
                    Redeemable Preferred Shares represented by such certificate
                    redeemed by the Corporation and

               (ii) the business day (in this paragraph referred to as the
                    "Redemption Date") on which the holder desires to have the
                    Corporation redeem such Class "C" Redeemable Preferred
                    Shares.

               The requests in writing shall specify a Redemption Date which
               shall not be less than thirty (30) days after the day on which
               the request in writing is given to the Corporation. Upon receipt
               of a share certificate representing the Class "C" Redeemable
               Preferred Shares which the registered holder desires to have the
               Corporation redeem together with such request the Corporation
               shall, subject to its being able to do so under the laws of
               Canada, on the Redemption Date redeem such Class "C" Redeemable
               Preferred Shares by paying to such registered holder the
               Redemption Amount applicable to each of such shares.



                                      - 4 -

                    Class "C" Redeemable Preferred Shares tendered to the
               Corporation as aforesaid shall be redeemed on the Redemption Date
               and from and after the Redemption Date the holders thereof shall
               not be entitled to exercise any of the rights of holders of Class
               "C" Redeemable Preferred Shares in respect thereof unless payment
               of the full Redemption Amount applicable to each such share is
               not made on the Redemption Date, in which event the rights of the
               holders of shares so tendered in respect of which the full
               Redemption Amount applicable is not paid shall remain unaffected.
               Until the Corporation has redeemed the shares so tendered in
               full, the shareholder who tendered his shares for redemption
               shall retain the status of a claimant and shall be entitled to be
               paid and have all shares so tendered redeemed in full as soon as
               the Corporation is lawfully able to do so.

          (d)  Purchase of Class "C" Redeemable Preferred Shares: Any holder of
               Class "C" Redeemable Preferred Shares may tender all or any part
               of his shares for purchase by the Corporation at any time.
               Upon receipt of such tender and subject to the purchase being
               permitted by law the Corporation shall purchase the shares so
               tendered for a price equal to the Redemption Amount applicable to
               each such share, and the Corporation shall take such action as is
               required of it by law to effect such purchase.



                                      - 5 -

          (e)  Voting Rights and Restrictions: The holders of the Class A"
               Common Shares and unless otherwise determined by the Directors
               upon the issuance of the Class "C" Redeemable Preferred Shares,
               also the holders of the Class "C" Redeemable Preferred Shares
               shall be entitled to one vote for each such share held provided
               that any resolution which proposes to vary the rights attaching
               to any class of shares in the capital of the Corporation shall
               only be effective and valid where it is consented to or approved
               by the holders of two thirds of the shares of each class entitled
               to vote at such meeting. Subject always to the laws of Canada,
               holders of the Class "B" Common Shares shall have no voting
               privileges.

          (f)  Issuance of New Shares: The holders of the Class "C" Redeemable
               Preferred Shares shall not be entitled as of right to subscribe
               for or purchase or receive any part of any issue of shares or of
               bonds, debentures or other securities of the Corporation now or
               hereafter authorized.

          (g)  Liquidation, Dissolution, Winding-up: In the event of
               liquidation, dissolution or winding-up of the Corporation or any
               other distribution of assets among the shareholders for the
               purpose of winding up its affairs, the holders of the Class "C"
               Redeemable Preferred Shares shall be entitled to receive the



                                      - 6 -

               Redemption Amount applicable to each such share before any amount
               shall be paid or any property or assets of the Company
               distributed to the holders of any common shares. After payment to
               the holders of the Class "C" Redeemable Preferred Shares of the
               amounts so payable to them they shall not be entitled to share
               in any further distribution of the property or assets of the
               Corporation.

               The holders of the Class "A" Common Shares shall be entitled to
               receive an amount equal to the issue price of each such share and
               the holders of the Class "B" Common Shares shall be entitled to
               participate pari passu in the assets remaining after the payments
               provided for herein to holders of Class "C" Redeemable Preferred
               Shares and Class "A" Common Shares in the event of the
               liquidation, dissolution or winding-up of the Company or any
               other distribution of assets among shareholders for the purpose
               of winding-up its affairs, provided that any sum reserved for the
               payment of dividends for any class of shares in accordance with
               the provisions of paragraph 3.2(a) above shall be distributed to
               the holders of that class of shares before any distribution of
               assets to the holders of Class "A" and Class "B" Common Shares."



SCHEDULE II attached to the Articles of Continuance of:
            NORTH AMERICAN CONSTRUCTION LTD.

9.   Other provisions if any:

i.   The number of shareholders of the Corporation, exclusive of:

     (a)  persons who are in its employment or that of an affiliate, and

     (b)  persons, who having been formerly in its employment or that of an
          affiliate were, while in that employment, shareholders of the
          Corporation and have continued to be shareholders of that Corporation
          after termination of that employment.

     is limited to not more than fifty (50) persons, two or more persons who are
     joint registered owners of one or more shares being counted as one
     shareholder.

ii.  Any invitation to the public to subscribe for securities of the Corporation
     is prohibited.

EX-3.12

                                                                    EXHIBIT 3.12

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                            to the transaction of the
                             business and affairs of

                        NORTH AMERICAN CONSTRUCTION LTD.
                        --------------------------------

                          COOK, DUKE, COX, TOD & KENNY


                                      CBCA



                                BY-LAW NUMBER ONE

                                       OF

                        NORTH AMERICAN CONSTRUCTION LTD.

A By-law relating generally to the transaction of the business and affairs of
NORTH AMERICAN CONSTRUCTION LTD.

SECTION I - INTERPRETATION

1.01      Definitions. In these and other By-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means the Canada Business Corporations Act and any statute that
          may be substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the Board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other By-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

1.02      Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.03      Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.04      Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.

BY-LAW NUMBER ONE signed on the 3rd day of August
A.D. 1988 for identification.

                                        Per: /s/ Roger Gouin
                                             -----------------------------------
                                             ROGER GOUIN
                                             President



                                      - 2 -

1.05      Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                        SECTION TWO - DIRECTORS AND BOARD
                        ---------------------------------

2.01      Calling of Meeting. The Secretary, upon request of a director, shall
summon a meeting of the Board.

2.02      Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy two (72) hours before the
time of the meeting. A notice of a Board meeting need not specify the purpose or
the business to be transacted at the meeting, except where the Act requires
otherwise.

2.03      Telecommunication. A director may participate in a meeting of the
Board or of a committee of directors by means of telephone or other
communication facilities that permit all directors participating in the meeting
to hear each other and a director participating in a meeting by those means is
deemed to be present at the meeting.

2.04      Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.05      Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.06      Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the  Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.

2.07      Execution of Instruments. The Board from time to time may direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
directors' resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any



                                     - 3 -

other office created by By-law or by the directors, or if the Corporation is
authorized to have and has only one director by any such person acting alone.
Any signing officer may affix the corporate seal to any instrument requiring the
same.

2.08      Borrowing. The Board without authorization of the shareholders may:

     (a)  borrow money upon the credit of the Corporation;
     (b)  issue, reissue, sell or pledge debt obligations of the Corporation;
     (c)  subject to the Act, give a guarantee on behalf of the Corporation to
          secure performance of an obligation of any person; and
     (d)  mortgage, hypothecate, pledge or otherwise create a security interest
          in all or any property of the Corporation, owned or subsequently
          acquired, to secure any obligation of the Corporation.

                            SECTION THREE - OFFICERS
                            ------------------------

3.01      Appointment. The Board from time to time may appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the Board may determine, including one or
more assistants to any of the officers so appointed. Subject to those powers and
authority which by law may only be exercised by the directors, the officers of
the Corporation may exercise respectively such powers and authority and shall
perform such duties, in addition to those specified in the By-laws, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing director, if appointed, an officer may, but need
not, be a director. One person may hold more than one office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board from time to
time may also appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board from time to
time may prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or employee to any other officer or employee or to any director of the
Corporation.



                                     - 4 -

3.02      Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the Board may prescribe from time
to time.

3.03      President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President also
shall have the powers and duties of the office of Chairman of the Board.

3.04      Vice-President. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may be prescribed from time to time by the
Board. During the absence of the President or the inability or failure of the
President to act, the Vice-President, or if more than one Vice-President has
been appointed, the Vice-President first appointed, also shall have the powers
and duties of the office of President.

3.05      Managing director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may be prescribed from time
to time by the Board.

3.06      Secretary. The Secretary, if appointed, shall attend and be the
secretary to all meetings of the Board, shareholders and committees of the Board
and shall enter or cause to be entered in records kept for that purpose minutes
of all proceedings at such meetings. The Secretary shall give or cause to be
given as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may be
prescribed from time to time by the Board or the President.



                                     - 5 -

3.07      Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may designate from time to time and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may be
prescribed from time to time by the Board or by the President. Whenever the
Secretary is also the Treasurer the office may be designated
Secretary-treasurer.

3.08      Other Officers. The powers and duties of all other officers shall be
such as are prescribed by the Board. Any of the powers and duties of an officer
to whom an assistant has been appointed may be exercised and performed by such
assistant, unless the Board otherwise directs.

3.09      Variation of Powers and Duties. The Board from time to time may vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                     SECTION FOUR - SHAREHOLDERS AND SHARES
                     --------------------------------------

4.01      Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required to be present at the
meeting, under any provision of the Act or the articles or By-laws. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.



                                     - 6 -

4.02      Quorum. A quorum for the transaction of business at any meeting of
shareholders shall be two (2) persons present in person, each being a
shareholder (other than a joint shareholder) entitled to vote thereat or a duly
appointed proxy holder or representative for a shareholder so entitled to vote
and holding in the aggregate ten (10%) per cent of the shares entitled to vote
at the meeting.

4.03      Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as has been appointed and who
is present at the meeting:

     (a)  The Chairman of the Board;
     (b)  The President;
     (c)  Any Vice-President (and where more than one Vice-President is present
          at the meeting, then the priority to act as chairman as between them
          shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen minutes of the time fixed for the
holding of the meeting of the shareholders, the persons present and entitled to
vote shall choose one of their number then present to be chairman of that
meeting.

4.04      Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.

4.05      Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without any or further proof of the number or proportion of votes
recorded in favour of or against the motion.

4.06      Voting by Ballot. If a ballot is demanded by a shareholder or proxy
holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
chairman of the meeting that the vote upon the question has been carried, or
carried



                                     - 7 -

unanimously or by a particular majority, or lost or not carried by a particular
majority and an entry in the minutes of the meeting shall be prima facie
evidence of the fact without any or further proof of the number or proportion of
votes recorded in favour of or against any resolution or question.

4.07      Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.08      Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two or more persons jointly, those persons or such of
them that attend the meeting of the shareholders shall only constitute one
shareholder for purposes of determining whether a quorum of shareholders is
present.

4.09      Proxy  The form of proxy by which a proxy holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

       I/WE the undersigned, being (a) shareholder(s) of ______________________,
hereby nominate, constitute and appoint ___________ ____________________, or in
the absence of __________________________, _____________________________, as
my/our attorney, representative and/or proxy holder with full power and
authority to attend, vote and otherwise act for me/our in my/our name and on
my/our behalf at the annual (or special) meeting of shareholders of the
Corporation, to be held at__________________________________________, on the
_______________ day of _____________________, 19___, and at any and all
adjournments thereof, with full power of substitution, and I/WE, the
undersigned, hereby revoke all other proxies given by me/us, the undersigned,
which might be used in respect of such meeting and any and all adjournments
thereof.

       Given this ___________ day of ___________________, 19___.

                                        ________________________________________
                                        ________________________________________
                                        _______________________________________"



                                     - 8 -

                         SECTION FIVE - INDEMNIFICATION
                         ------------------------------

5.01      Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate to procure a judgment in its favour, the Corporation
          shall indemnify a director or officer of the Corporation, a former
          director or officer of the Corporation or a person who acts or acted
          at the Corporation's request as a director or officer of a body
          corporate of which the Corporation is or was a shareholder or
          creditor, and his heirs and legal representatives, against all costs,
          charges and expenses, including an amount paid to settle an action or
          satisfy a judgment, reasonably incurred by him in respect of any
          civil, criminal or administrative action or proceeding to which he is
          made a party by reason of being or having been a director or officer
          of that Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of a Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with such action if he fulfills the conditions set out in
          subparagraphs (a) (i) and (ii).

5.02      Indemnification of Others. Subject to subparagraph 5.01(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint


                                     - 9 -

venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.03      Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                              SECTION SIX - GENERAL
                              ---------------------

6.01      Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.

6.02      Waiver of Notice. Any shareholder (or his duly appointed proxy
holder), director, officer, auditor or member of a committee may at any time
waive any notice, or waive or abridge the time for any notice required to be
given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.03      Notice to Joint Shareholders. If two or more persons hold shares
jointly, notice may be given to one of such persons



                                     - 10 -

and such notice shall be sufficient notice to all of them.

6.04      Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.13

                                                                    EXHIBIT 3.13

- --------------------------------------------------------------------------------
                            BUSINESS CORPORATIONS ACT                     FORM 1
                                   (SECTION 6)

                               CONSUMER AND
[Letterhead of Alberta]   CORPORATE AFFAIRS            ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
     1.   NAME OF CORPORATION.

NORTH AMERICAN ENGINEERING INC.

- --------------------------------------------------------------------------------
     2.   THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
          AUTHORIZED TO ISSUE.

PLEASE SEE ATTACHED SCHEDULE "A"

- --------------------------------------------------------------------------------
     3.   RESTRICTIONS IF ANY ON SHARE TRANSFERS.

No shares shall be transferred without the prior approval of a majority of the
Directors of the Corporation.

- --------------------------------------------------------------------------------
     4.   NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS.

Minimum One (1) - Maximum Ten (10)

- --------------------------------------------------------------------------------
     5.   IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
          SPECIFY THE RESTRICTIONS.

NONE

- --------------------------------------------------------------------------------
     6.   OTHER PROVISIONS IF ANY.

PLEASE SEE ATTACHED SCHEDULE "B"

- --------------------------------------------------------------------------------
     7.   DATE:
                 August 10, 1990
- --------------------------------------------------------------------------------
  INCORPORATORS NAMES:       ADDRESS (INCLUDING POSTAL CODE)        SIGNATURE
- --------------------------------------------------------------------------------
DAVID J. ROSS             #600, 12220 Stony Plain Road         /s/ David J. Ross
                          Edmonton, Alberta T5N 3Y4
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 FOR DEPARTMENTAL USE ONLY         Item 7-authorized by Betty      90/08/10/(R)/

 CORPORATE ACCESS NO. / / / / / / / / /           INCORPORATION DATE
 CCA-06.101



                  SCHEDULE "A" TO THE ARTICLES OF INCORPORATION

2.        The Corporation is authorized to issue:

          (a)  an unlimited number of Class "A" Common Voting Shares;

          (b)  an unlimited number of Class "B" Common Non-Voting Shares;

          (c)  an unlimited number of Class "P" Preferred Shares.

          all with the rights, restrictions, conditions and limitations set out
          as follows:

THE CLASS "A" AND CLASS "B" COMMON SHARES SHALL CARRY AND BE SUBJECT TO THE
FOLLOWING RIGHTS, RESTRICTIONS, CONDITIONS AND LIMITATIONS:

1.   VOTING
     ------

1.1  The holders of the Class "A" Common Shares in the Corporation shall be
     entitled to notice of and to attend at meetings of the Shareholders of the
     Corporation, and shall be entitled to one (1) vote in respect of each such
     share so held and the holder shall also be entitled to consent to and sign
     a resolution in writing to be signed by the Shareholders of the
     Corporation.

1.2  Except as provided in the Business Corporations Act, as amended from time
     to time, the holders of the Class "B" Common Shares shall not, as such, be
     entitled to vote at, nor to receive notice of or attend shareholders
     meetings nor shall the holders be entitled to consent to or sign a
     resolution in writing to be signed by the shareholders of the Corporation.

2.   DIVIDENDS
     ---------

2.1  The holders of the Class "A" Common Shares or Class "B" Common Shares shall
     be entitled to receive a dividend when, as, and if declared by the
     Directors of the Corporation on the Class "A" Common Shares or Class "B"



                                     - 2 -

     Common Shares, as the case may be. Dividends may be declared and paid on
     the Class "A" Common Shares or the Class "B" Common Shares to the complete
     exclusion of dividends being declared and paid on any other class or
     classes of shares of the Corporation. Provided however, no dividends shall
     be declared on such shares if to do so would impair the ability of the
     Corporation to redeem the then outstanding Preferred Shares in the capital
     stock of the Corporation.

3.   WINDING-UP
     ----------

3.1  In the event of liquidation, dissolution or winding up of the corporation
     or other distribution of the assets of the corporation among shareholders
     for the purpose of winding up its affairs, the holders of the Class "A"
     Common Shares and Class "B" Common Shares shall rank pari passu with one
     another to receive any remaining balance of the assets and properties of
     the corporation after payment of return of capital and any declared but
     unpaid dividends to the holders of the Preferred shares herein referred to.

THE CLASS "P" PREFERRED SHARES SHALL HAVE THE FOLLOWING RIGHTS:

The Class "P" Preferred Shares, or any one or more of them, may be issued with
such preferred, deferred or other special rights or such restrictions, whether
with regard to voting, return of share capital or otherwise, and in particular
and without restricting the generality of the foregoing: on the terms that any
share is, or at the option of the corporation is liable to be redeemed or
purchased as the Directors may from time to time determine, or on the terms that
any preferred share shall at the option of the holder be redeemed or purchased
by the corporation, or containing both of such terms, or one of such terms to
the exclusion of the other, and further that any one or more preferred share
may, at the discretion of the Directors of the corporation, carry any one or
more of the following rights, that is to say, the right to be redeemed or
purchased at a consideration in excess of the price for which the Preferred
shares were issued; and either the right to cumulative or non-cumulative
preferential dividend at such rate and on such amount of the capital thereof as
may be determined by the Directors of the corporation payable at such time or
times and at such place or places as the Directors may determine. The Class "P"
Preferred Shares may from time to time be issued in one or more series and the
Directors may, by resolution from time to time before issuance, fix the
description, rights, restrictions, conditions and limitations attaching to the
shares of each series.



                                  SCHEDULE "B"
                                  ------------

Other Provisions, if any:

(i)  The number of Shareholders, exclusive of:

     (a)  persons who are in its employment and are shareholders, and

     (b)  persons who, having been formerly in the employment of the
          Corporation, were, while in its employment, shareholders and have
          continued to be Shareholders of the Corporation after termination of
          that employment,

     is limited to not more than fifty (50) persons, two or more persons who are
     joint registered owners of one or more shares being counted as one
     shareholder.

(ii) There shal1 be no invitation to the public to subscribe for any securities
     of the Corporation.

EX-3.14

                                                                    EXHIBIT 3.14

                                  BY-LAW NO. 1
                                  ------------

                       A By-Law relating generally to the
                   transaction of the business and affairs of

                         NORTH AMERICAN ENGINEERING INC.
                               (the "Corporation")

                                  SHAREHOLDERS
                                  ------------

1.        Special Resolution - Shall mean a Resolution passed by a majority of
not less than 3/4 of the votes cast by the Shareholders who voted in respect of
that Resolution or signed by all the Shareholders entitled to vote on that
Resolution.

2.        Participation in Meeting by Telephone - A Shareholder or any other
person entitled to attend a meeting of Shareholders may participate in the
meeting by means of telephone or other communication facilities that permit all
persons participating in the meeting to hear each other.

3.        Procedure at Meetings of Shareholders - The Chairman of any meeting
of Shareholders shall be the first mentioned of such of the following Officers
as have been appointed and who is present at the meeting: Chairman of the Board,
President, or a Vice-President who is a Shareholder. If no such Officer is
present within fifteen (15) minutes from the time fixed for holding the meeting,
the persons present and entitled to vote shall choose one (1) of their number to
be Chairman. If the Secretary of the Corporation is absent, the Chairman shall
appoint some person who need not be a Shareholder to act as Secretary of the
meeting.

          The Chairman of any meeting of the Shareholders shall conduct the
procedure thereat in all respects and his decision on any matters or things,
including, but without in any way limiting the generality of the foregoing, any
question regarding the validity of any instruments of proxy, shall be conclusive
and binding upon the Shareholders.

          A declaration of the Chairman at any meeting that a resolution has
been carried or carried unanimously or carried by any particular majority or
lost or not carried by a particular majority shall be conclusive evidence of the
fact.

          The Chairman at any meeting of the Shareholders may vote as a
Shareholder but shall not have a second or casting vote in the case of an
equality of votes.

4.        Scrutineers - The Chairman at any meeting of Shareholders may appoint
one (1) or more persons (who may but need not be Shareholders, Directors,
Officers or employees of the Corporation) to act as scrutineers at such meeting.


                                     - 2 -

                                    DIRECTORS
                                    ---------

5.        Calling Meetings - The Chairman of the Board or the President may at
any time, and the Secretary of the Corporation shall, upon the request of a
Director, summon a meeting of the Directors.

6.        Notice of Meetings - Notice of meetings of the Board shall be given to
each Director not less than forty eight (48) hours before the time when the
meeting is to be held, or on such shorter notice as the Directors may agree.
Each newly elected Board may without notice hold its first meeting for the
purposes of organization and the election and appointment of Officers
immediately following the meeting of Shareholders at which such board was
elected, provided a quorum of Directors is present.

7.        Votes to Govern - At all meetings of the Board every question shall be
decided by a majority of the votes .cast on the question; and in the case of an
equality of votes, the Chairman of the meeting shall not be entitled to a second
and casting vote.

8.        Participation in Meetings by Telephone - A Director may participate in
and vote at a meeting of Directors or of a committee of Directors by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other.

9.        Notices - The signature to any notice to be given by the Corporation
may be lithographed, written, printed or otherwise mechanically reproduced.

10.       Borrowing - The Directors may from time to time:

     (a)  borrow money upon the credit of the Corporation in such amount and
          upon such terms as they think proper;

     (b)  hypothecate, pledge or mortgage the real and personal property of the
          Corporation;

     (c)  provide security for any loan to the Corporation by an assignment of:
          (i)    accounts receivable;

          (ii)   the proceeds of any policy of insurance owned by the
                 corporation;

          (iii)  the proceeds or benefit of any contract or chose in action;

     (d)  sign bills, notes, contracts and other evidence of or securities for
          money borrowed or to be borrowed;

     (e)  authorize one or more Directors or Officers of the Corporation, with
          or without substitution, to execute any or all documents necessary for
          the above purposes.

11.       In the case of a Corporation continued by the issuance of a
Certificate of Continuance by the Registrar of Corporations, the Directors are
authorized to call in all share certificates issued to the shareholders of



                                      - 3 -

record of the Corporation and to endorse thereon "The shares represented by this
Certificate are subject to a restriction on transferability and may be subject
to a lien in favour of the Corporation", or to have them cancelled and replaced
by new certificates in the form attached to this By-Law.

12.       Indemnification by Corporation - The Corporation shall indemnify, to
the extent permitted by Law, all directors and officers, former directors and
officers, and other persons acting at the Corporation's request as a director or
officer of a body corporate to which the Corporation is or was a shareholder or
creditor. The indemnity shall include all costs, charges, expenses, judgments or
settlement sums reasonably incurred with respect to any civil, criminal, or
administrative action or proceeding.

13.       Directors and Officers' Liability Insurance - The Corporation may
purchase and maintain liability insurance for the benefit of any directors or
officers, former directors and officers, and other persons acting at the
Corporation's request as a director or officer of a body corporate to which the
Corporation is or was a shareholder or creditor. The insurance shall cover any
liability for all costs, charges, expenses, judgments or settlement sums
reasonably incurred with respect to any civil, criminal, or administrative
action or proceeding.

          DATED this 10th day of August, 1990.


                                        /s/  [Illegible]
                                        ----------------------------------------
                                        President


                                        /s/  [Illegible]
                                        ----------------------------------------
                                        Secretary



                                  BY-LAW NO. 2
                                  ------------

                    A By-Law relating to Signing Authority of
                        NORTH AMERICAN ENGINEERING INC.
                               (the "Corporation")

                                SIGNING AUTHORITY
                                -----------------

1.        The Chairman, the President, the Vice-President, the Secretary, the
Treasurer and the Assistant Secretary of the Corporation, or any person as may
be appointed by the Corporation, as the case may be, or either one of them, or
any two of them, are hereby designated as signing Officers of the Corporation
and are hereby authorized and empowered by and on behalf of the Corporation from
time to time:

     (a)  to sign, make, draw, accept, endorse, execute and deliver cheques,
          promissory notes, bills of exchange, drafts, orders for payout of
          money, agreements to give security and all agreements, documents and
          instruments obligating the Corporation to any Bank or as required by
          any Bank or as may relate to any banking business or borrowings or
          advances by way of overdraft or otherwise of any liability or
          obligation heretofore, now or hereafter made or incurred directly or
          indirectly by the Corporation;

     (b)  to borrow money from any Bank by obtaining loans or advances or by way
          of overdraft or otherwise;

     (c)  to assign, transfer, convey, hypothecate, mortgage, pledge, charge or
          give security in any manner upon all or any of the real or personal,
          moveable or immovable property, rights, powers, choses in action, or
          other assets, present or future, of the Corporation to secure any such
          securities or other securities of the Corporation or any money
          borrowed or to be borrowed or any obligations or liabilities as
          aforesaid or otherwise of the Corporation heretofore, now or hereafter
          made or incurred directly or indirectly or otherwise; and

     (d)  without in any way limiting the aforesaid powers, to give security or
          promises to give security, agreements, documents and instruments in
          any manner or form or otherwise to secure any money borrowed or to be
          borrowed or any obligations or liabilities as aforesaid or otherwise
          of the Corporation heretofore, now or hereafter made or incurred
          directly or indirectly or otherwise.

2.        That any agreements, documents and instruments signed or executed in
the manner set forth in this By-Law No. 2 shall be valid and binding upon the
Corporation.

          DATED this 10th day of August, 1990.


                                        /s/  [Illegible]
                                        ----------------------------------------
                                        President


                                        /s/  [Illegible]
                                        ----------------------------------------
                                        Secretary

EX-3.15

                                                                    EXHIBIT 3.15

                            Articles of Incorporation
                                       For
                         NORTH AMERICAN ENTERPRISES LTD.

Classes of Shares:                AN UNLIMITED NUMBER OF COMMON SHARES
Number of Directors:
Maximum Number of Directors:      7
Minimum Number of  Directors:     1
Restrictions on Business To:      NONE
Restrictions on Business From:    NONE
Restrictions on Share Transfers:  NO SHARES SHALL BE TRANSFERRED WITHOUT
                                  APPROVAL OF THE DIRECTORS EITHER BY RESOLUTION
                                  PASSED AT A BOARD OF DIRECTORS MEETING OR BY
                                  AN INSTRUMENT IN WRITING SIGNED BY ALL THE
                                  DIRECTORS
Other Rules or Provisions:        SEE ATTACHED SCHEDULE


                     Registration Authorized By: W. J. KENNY
                                                 SOLICITOR

1 of 1



SCHEDULE - OTHER PROVISIONS

(a)  The number of shareholders of the corporation, exclusive of:

(i)  persons who are in its employment or that of an affiliate, and

(ii) persons, who having been formerly in its employment or that of an affiliate
were, while in that employment, shareholders of the corporation and have
continued to be shareholders of that corporation after termination of that
employment.

is limited to not more than fifty (50) persons, two or more persons who are
joint registered owners of one or more shares being counted as one shareholder.

(b)  Any invitation to the public to subscribe for securities of the
corporation is prohibited.

1 of 1

EX-3.16

                                                                    EXHIBIT 3.16

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                            to the transaction of the
                             business and affairs of


                        NORTH AMERICAN ENTERPRISES LTD.


                                  COOK DUKE COX
                                       (C)




                                  BY-LAW NO. 1
                                  ------------

                               TABLE OF CONTENTS
                               -----------------
                                      AND
                     BUSINESS CORPORATIONS ACT REFERENCE
                     -----------------------------------

                                                               Section
                                   Section                     of Act as at
                                  of By-law       Page         Feb. 1/82
                                  ---------       ----         ------------

SECTION 1 - INTERPRETATION
- --------------------------
Definitions                          1.1           1           1
Interpretation                       1.2           1           -
Conflict with Act                    1.3           1           -
Conflict with Documents              1.4           1           -
Headings                             1.5           1           -

SECTION 2 - DIRECTORS AND BOARD
- -------------------------------
Calling of Meeting                   2.1           1           99, 109
Notice of Meetings                   2.2           2           109, 246
Telecommunication                    2.3           2           109
Consent Resolution                   2.4           2           112
Casting Vote                         2.5           2           -
Committees of Directors              2.6           2           110
Corporate Seal                       2.7           2           23
Execution of Instruments             2.8           2           -
Dividends                            2.9           2           -

SECTION 3 - OFFICERS
- --------------------
Appointment                          3.1           2           116
Chairman of the Board                3.2           3           -
President                            3.3           3           -
Vice-President                       3.4           3           -
Managing director                    3.5           3           110
Secretary                            3.6           3           -
Treasurer                            3.7           4           -
Other Officers                       3.8           4           -
Variation of Powers and Duties       3.9           4           116
Removal and Discharge                3.10          4           116
Term of Office                       3.11          4           -

Signed for identification effective as of the 21st day of September, 1998.


                                        By:  /s/ [Illegible]
                                            ------------------------------------
                                            PRESIDENT



Table of Contents                                                         Page 2

                                   Section                     Section
                                  of By-law       Page         of Act
                                  ---------       ----         ------------

SECTION 4 - SHAREHOLDERS AND SHARES
- -----------------------------------
Telecommunication Meetings           4.1           4           126
Persons Entitled to be Present       4.2           4           105, 129,246
Chairman                             4.3           4           -
Secretary of Meeting                 4.4           5           -
Chairman's Casting Vote              4.5           5           -
Chairman's Declaration               4.6           5           -
Voting by Ballot                     4.7           5           135
Scrutineers                          4.8           5           -
Joint Shareholders                   4.9           5           134
Vote by Joint Shareholders           4.10          5           134
Proxy                                4.11          5           141, 142,
                                                               143

SECTION 5 - INDEMNIFICATION
- ---------------------------
Indemnification of Directors
 and Officers                        5.1           6           119
Indemnification of Others            5.2           7           119
Right of Indemnity not Exclusive     5.3           7           -

SECTION 6 - GENERAL
- -------------------
Notices                              6.1           7           246
Waiver of Notice                     6.2           7           248
Notice to Joint Shareholders         6.3           7           -
Signature on Notice                  6.4           7           -



                                  BY-LAW NO. 1

          A By-law relating generally to the transaction of the business and
          affairs of NORTH AMERICAN ENTERPRISES LTD.

                           SECTION 1 - INTERPRETATION
                           --------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means the Business Corporations Act, Statutes of Alberta 1981,
          Chapter B- 15 as amended from time to time, and any Statute that may
          be substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine,
feminine and neuter genders as required by the context. Without limiting the
generality of the foregoing, a reference to the directors shall include a sole
director when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                         SECTION 2 - DIRECTORS AND BOARD
                         -------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.



                                     - 2 -

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing, in one or more counterparts, or by
means of telecommunication with respect to which a written record is made. A
facsimile of a signed counterpart of a resolution in writing is as valid as an
originally signed counterpart.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one (1) director by any
such person acting alone. Any signing officer may affix the Corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                              SECTION 3 - OFFICERS
                              --------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the



                                     - 3 -

Board, a President, one (1) or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
(1) or more assistants to any of the officers so appointed. Subject to those
powers and authority which by law may only be exercised by the directors, the
officers of the Corporation may exercise respectively such powers and authority
and shall perform such duties, in addition to those specified in the By-laws, as
may from time to time be prescribed by the Board. Except for the Chairman of the
Board, if appointed, and the Managing director, if appointed, an officer may,
but need not be, a director. One (1) person may hold more than one (1) office of
the Corporation except that the offices of President and Secretary must be held
by different persons unless the Board consists of a sole director. The Board may
also from time to time appoint other agents, attorneys, officers and employees
of the Corporation within or without Canada, who may be given such titles and
who may exercise such powers and authority (including the power of
subdelegation) and shall perform such duties of management or otherwise, as the
Board may from time to time prescribe. In case of the absence of any officer or
employee of the Corporation or for any other reason that the Board may deem
sufficient, the Board may delegate for the time being the powers and authority
of such officer or employee to any other officer or employee or to any director
of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-Presidents, may exercise such powers
and authority and shall perform such duties as may from time to time be
prescribed by the Board. During the absence of the President or the inability or
failure of the President to act, the Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-President first appointed, shall
also have the powers and duties of the office of President.

3.5       Managing Director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been



                                      - 4 -

appointed for any such purpose and may exercise such other powers and authority
and shall perform such other duties as may from time to time be prescribed by
the directors or the President.

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                       SECTION 4 - SHAREHOLDERS AND SHARES
                       -----------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meet by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or By-laws to be present at the meeting. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  the Chairman of the Board;



                                      - 5 -

     (b)  the President;

     (c)  any Vice-President (and where more than one (1) Vice-President is
          present at the meeting, then the priority to act as chairman as
          between them shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one (1) of their number then present to be
chairman of that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
chairman of the meeting that the vote upon the question has been carried, or
carried unanimously or by a particular majority, or lost or not carried by a
particular majority and an entry in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one (1) or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two (2) or more persons jointly, those persons or
such of them that attend the meeting of the shareholders shall only constitute
one (1) shareholder for purposes of determining whether a quorum of shareholders
is present.

4.10      Vote by Joint Shareholders. If two (2) or more persons hold shares
jointly, one (1) of those holders present at a meeting of shareholders may, in
the absence of the others, vote the shares, but if two (2) or more of those
persons who are present in person or by proxy shall fail to vote as one (l), the
vote of such joint shareholders shall not be recognized.

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:



                                      - 6 -

                                     "Proxy
                                     ------

          I/WE the undersigned, being (a) shareholder(s) of ___________________,
hereby nominate, constitute and appoint ______________, or in the absence of
____________________________, as my/our attorney, representative and/or
proxy-holder with full power and authority to attend, vote and otherwise act for
me/or in my/our name and on my/our behalf at the annual (or special) meeting of
shareholders of the Corporation, to be held at _______________, on the ______
day of _______________________________, 19___, and at any and all adjournments
thereof, with full power of substitution, and I/we, the undersigned, hereby
revoke all other proxies given by me/us, the undersigned, which might be used in
respect of such meeting and any and all adjournments thereof.

          Given this _______day of ___________, 19___.


                                        _______________________________________

                                        _______________________________________

                                        _______________________________________"

                           SECTION 5 - INDEMNIFICATION
                           ---------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate to procure a judgment in its favour, the Corporation
          shall indemnify a director or officer of the Corporation, a former
          director or officer of the Corporation or a person who acts or acted
          at the Corporation's request as a director or officer of a body
          corporate of which the Corporation is or was a Shareholder or
          creditor, and his heirs and legal representatives, against all costs,
          charges and expenses, including an amount paid to settle an action or
          satisfy a judgment, reasonably incurred by him in respect of any
          civil, criminal or administrative action or proceeding to which he is
          made a party by reason of being or having been a director or officer
          of that Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the Case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action if he fulfils the conditions set out



                                      - 7 -

          in subparagraphs (a)(i) and (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.01(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                               SECTION 6 - GENERAL
                               -------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two (2) or more persons hold shares
jointly, notice may be given to one (1) of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation



                                      - 8 -

may be lithographed, written, printed or otherwise mechanically reproduced.

EX-3.17

                                                                    EXHIBIT 3.17

- --------------------------------------------------------------------------------
                        BUSINESS CORPORATIONS ACT                         FORM 1
                                  (SECTION 6)

                              CONSUMER AND
[Letter head of Alberta] CORPORATE AFFAIRS             ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION:
   480059 ALBERTA LTD.
- --------------------------------------------------------------------------------
2. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
   AUTHORIZED TO ISSUE:

   See  Schedule I attached hereto
- --------------------------------------------------------------------------------
3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY):

   No shares of the Corporation shall be transferred without the approval of
   the directors of the Corporation either by a reso1ution passed at a Board
   of directors meeting or by an instrument no instruments in writing signed
   by all of the directors

- --------------------------------------------------------------------------------
4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION
   MAY HAVE:

Minimum number of directors on (1) maximum number of directors seven (7)
- --------------------------------------------------------------------------------
5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS, OR
   RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE RESTRICTION(S):

   NONE

- --------------------------------------------------------------------------------
6. OTHER RULES OR PROVISIONS (IF ANY):

   See Schedule II attached heretor

- --------------------------------------------------------------------------------
7. DATE:     91/01/10
         ----------------
          YEAR MONTH DAY

- --------------------------------------------------------------------------------
  INCORPORATORS NAMES:    ADDRESS (INCLUDING POSTAL CODE)        SIGNATURE
- --------------------------------------------------------------------------------
JOHN A. CROSS               1900, 10060 Jasper Avenue
                            Edmonton, Alberta T5J 3VA
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY

CORPORATE ACCESS NO. / / / / / / / / /                        INCORPORATION DATE
CCA-06.l01                                                              91/01/15



SCHEDULE I attached to the Articles of Incorporation of:

          _________________________ ALBERTA LTD.

2.   The classes and any maximum number of shares that the Corporation is
     authorized to issue:

     The Corporation is authorized to issue:

     (a)  An unlimited number of Class "A" shares, and

     (b)  An unlimited number of Class "B" shares.

     Voting
     ------

               The holders of the Class "A" shares shall be Entitled to vote at
     all meetings of the shareholders of the Corporation except meetings at
     which only holders of a specified class of shares are, by the provisions of
     The Business Corporations Act (Alberta1 (the "Act"), entitled To vote.

               The Class "B" shares shall be non-voting subject always to the
     provisions of the Act.

     Dividends
     ---------

               The holders of each share of either class of shares shall be
     entitled to receive Dividends as and when declared by the directors, acting
     in their sole discretion which dividends may be declared on one class of
     shares wholly or partially to the exclusion of the other class of shares.

09/25/89



SCHEDULE II attached to the Articles of Incorporation of:

          _________________________ ALBERTA LTD.

6.   Other provisions if any:

i.   The number of shareholders of the Corporation, exclusive of:

     (a)  persons who are in its employment or that of an affiliate, and

     (b)  persons, who having been formerly in its employment or that of an
          affiliate were, while in that employment, shareholders of the
          Corporation and have continued to be shareholders of that Corporation
          after termination of that employment.

     is limited to not more than fifty (50) persons, two or more persons who are
     joint registered owners of one or more shares being counted as one
     shareholder.

ii.  Any invitation to the public to subscribe for securities -of the
     Corporation is prohibited.



- --------------------------------------------------------------------------------
                           BUSINESS CORPORATIONS ACT                      FORM 4
                               (SECTION 27 0R 171)
                           CONSUMER AND
[Letter head of Alberta]   CORPORATE AFFAIRS               ARTICLES OF AMENDMENT
- --------------------------------------------------------------------------------
1.   NAME OF CORPORATION:                 2. CORPORATE ACCESS NUMBER:
     480059 ALBERTA LTD.                     20480059
- --------------------------------------------------------------------------------
3.   THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:

     Pursuant to section 167(3)of The Business Corporations. Act (Alberta) to
     amend the Articles of Incorporation of the Corporation by deletion of the
     existing Article 1 and substitution of the following therefor:

     1.   Name of the Corporation.

          NORTH AMERICAN INDUSTRIES INC.


- --------------------------------------------------------------------------------
      DATE                   SIGNATURE                         TITLE

September 9/1991          /s/ [Illegible]                 President
- --------------------------------------------------------------------------------
FOR DEPARTMENT                                                 FILED
 USE ONLY

CCA-06.104



                          North American Industries Ltd

                            P.O.Box 8122, Station 'F'
                                EDMONTON, Alberta
                                     T6H 4N9

                             CONSENT TO USE OF NAME
                             ----------------------

TO:  The Registrar of Corporations
     Province of Alberta,
     Edmonton, Alberta.

          NORTH AMERICAN INDUSTRIES LTD. incorporated pursuant to the Business
     Corporations Act (Alberta) hereby consents to the use of the name
     NORTH AMERICAN INDUSTRIES INC. for the purpose of registration in the
     Province of Alberta.

          Dated this 6TH day of September, 1991.


                                        NORTH AMERICAN INDUSTRIES LTD.
                                        Per: /s/ [Illegible]
                                            ------------------------------------

EX-3.18

                                                                    EXHIBIT 3.18

                                      BY-LAW NO.1
                                      -----------

                          A By-law relating generally
                           to the transaction of the
                            business and affairs of

                         NORTH AMERICAN INDUSTRIES INC.

                         (formerly 480059 ALBERTA LTD.)
                         ------------------------------

                                 COOK DUKE COX

                                       TM




                                  BY-LAW NO. 1
                                  ------------

                                TABLE OF CONTENTS
                                -----------------
                                       AND
                       BUSINESS CORPORATIONS ACT REFERENCE
                       -----------------------------------

                                                               Section of
                                   Section                     Act as at
                                  of By-law       Page         Feb.1/82
                                  ---------       ----         -------------
SECTION ONE - INTERPRETATION
- ----------------------------
Definitions                          1.1            1          1
Interpretation                       1.2            1          --
Conflict with Act                    1.3            1          --
Conflict with Documents              1.4            1          --
Headings                             1.5            2          --

SECTION TWO - DIRECTORS AND BOARD
- ---------------------------------
Calling of Meeting                   2.1            2          99, 109
Notice of Meetings                   2.2            2          109, 246
Telecommunication                    2.3            2          109
Consent Resolution                   2.4            2          112
Casting Vote                         2.5            2          --
Committees of Directors              2.6            2          110
Corporate Seal                       2.7            2          23
Execution of Instruments             2.8            3          --
Dividends                            2.9            3          --

SECTION THREE - OFFICERS
- ------------------------
Appointment                          3.1            3          116
Chairman of the Board                3.2            4          --
President                            3.3            4          --
Vice-President                       3.4            4          --
Managing director                    3.5            4          110
Secretary                            3.6            4          --
Treasurer                            3.7            5          --
Other Officers                       3.8            5          --
Variation of Powers and Duties       3.9            5          116
Removal and Discharge                3.10           5          116
Term of Office                       3.11           5          --

Signed for identification this 5th day of September, A.D. 1991

                                        By: /s/ [Illegible]
                                            ------------------------------------
                                               PRESIDENT



Table of Contents                                                         Page 2

                                  Section                      Section of
                                  of By-law       Page         Act
                                  ---------       ----         -------------

SECTION FOUR - SHAREHOLDERS AND SHARES
- --------------------------------------

Telecommunication Meetings           4.1            5          126
Persons Entitled to be Present       4.2            5          105, 129, 246
Chairman                             4.3            6          --
Secretary of Meeting                 4.4            6          --
Chairman's Casting Vote              4.5            6          --
Chairman's Declaration               4.6            6          --
Voting by Ballot                     4.7            6          135
Scrutineers                          4.8            7          --
Joint Shareholders                   4.9            7          134
Vote by Joint Shareholders           4.10           7          134
Proxy                                4.11           7          141, 142, 143

SECTION FIVE - INDEMNIFICATION
- ------------------------------

Indemnification of Directors and
Officers                             5.1            8          119
Indemnification of Others            5.2            9          119
Right of Indemnity not Exclusive     5.3            9          --

SECTION SIX - GENERAL
- ---------------------

Notices                              6.1            9          246
Waiver of Notice                     6.2           10          248
Notice to Joint Shareholders         6.3           10          --
Signature on Notice                  6.4           10          --



                                  BY-LAW NO. 1

                       A By-law relating generally to the
                     transaction of the business and affairs
                           of 480059 ALBERTA LTD. now
                         NORTH AMERICAN INDUSTRIES INC.

                          SECTION ONE - INTERPRETATION
                          ----------------------------

 1.1      Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means The Business Corporations Act, Statutes of Alberta
          1981, Chapter B-15 as amended from time to time, and any Statute that
          may be substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a  shareholder of the Corporation.

 1.2      Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

 1.3      Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

 1.4      Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.



                                      - 2 -

 1.5      Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                        SECTION TWO - DIRECTORS AND BOARD
                        ---------------------------------

 2.1      Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.

 2.2      Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy-two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

 2.3      Telecommunication. A director may participate in a Board meeting or
of a committee of directors by means of telephone or other communication
facilities that permit all directors participating in the meeting to hear each
other and a direct or participating in a meeting by those means is deemed to be
present at the meeting.

 2.4      Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing or by means of telecommunication with
respect to which a written record is made.

 2.5      Casting Vote. At all Board meetinqs, every question shall be decided
by a majority of votes cast one each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

 2.6      Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

 2.7      Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.



                                      - 3 -

 2.8      Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

 2.9      Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                            SECTION THREE - OFFICERS
                            ------------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
or more assistants to any of the officers so appointed. Subject to those powers
and authority which by law may only be exercised by the directors, the officers
of the Corporation may exercise respectively such powers and authority and shall
perform such duties, in addition to those specified in the By-laws, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing director, if appointed, an officer may, but need
not be, a director. One person may hold more than one office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or


                                      - 4 -

employee to any other officer or employee or to any director of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to
time prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President
shall also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may from time to time be prescribed by the
Board. During the absence of the President or the inability or failure of the
President to act, the Vice-President, or if more than one Vice-President has
been appointed, the Vice-President first appointed, shall also have the powers
and duties of the office of President.

3.5       Managing director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.


                                      - 5 -

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                     SECTION FOUR - SHAREHOLDERS AND SHARES
                     --------------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to
vote thereat, the directors and auditor


                                      - 6 -

(if any) of the Corporation and others who, although not entitled to vote, are
entitled or required under any provision of the Act or the articles or By-laws
to be present at the meeting. Any other persons may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  The Chairman of the Board;

     (b)  The President:

     (c)  Any Vice-President (and where more than one Vice-President is present
          at the meeting, then the priority to act as chairman as between them
          shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one of their number then present to be chairman
of that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot.  If a ballot is demanded by a shareholder or proxy-
holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in


                                      - 7 -

respect of the shares which he is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles. The
declaration by the chairman of the meeting that the vote upon the question has
been carried, or carried unanimously or by a particular majority, or lost or not
carried by a particular majority and an entry in the minutes of the meeting
shall be prima facie evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two or more persons jointly, those persons or such of
them that attend the meeting of the shareholders shall only constitute one
shareholder for purposes of determining whether a quorum of shareholders is
present.

4.10      Vote by Joint Shareholders. If two or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may, in the
absence of the others, vote the shares, but if two or more of those persons who
are present in person or by proxy shall fail to vote as one, the vote of such
joint shareholders shall not be recognized.

4.ll      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

          I/WE the undersigned, being (a) shareholder(s) of ___________, hereby
nominate, constitute and appoint ________________________, or in the absence of
_____________________, as my/our attorney, representative and/or proxy-holder
with full power and authority to attend, vote and otherwise act for me/our in
my/our name and my/our behalf at the annual (or special) meeting of shareholders
of the Corporation, to be held at ____________________, on the _____________ day
of ________________, 19___, and at any and all adjournments thereof, with full
power of substitution, and I/WE, the undersigned, hereby revoke all other
proxies given by me/us, the


                                      - 8 -

undersigned, which might be used in respect of such meeting and any and all
adjournments thereof.

          Given this ___________ day of ______________, 19___.

                                        _______________________________________

                                        _______________________________________

                                        _______________________________________"

                         SECTION FIVE - INDEMNIFICATION
                         ------------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate procure a judgment in its favour, the Corporation shall
          indemnify a director or officer of the Corporation, a former director
          or officer of the Corporation or a person who acts or acted at the
          Corporation's request as a director or officer of a body corporate of
          which the corporation is or was a Shareholder or creditor, and his
          heirs and legal representatives, against all costs, charges and
          expenses, including an amount paid to settle an action or satisfy a
          judgment, reasonably incurred by him in respect of any civil, criminal
          or administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of that
          Corporation or body corporate, if:

           (i) he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him
          in connection with the action



                                      - 9 -

          if he fulfills the conditions set out in subparagraphs (a) (i) and
          (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.l(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                             SECTION SIX - GENERAL
                             ---------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entit1ed to receive same in the manner
set out in the Act for service upon a shareholder or director and by any means
of telecommunication with respect to which a written record is made. A notice
sent by means of telecommunication shall be deemed to have been given on the
first business day after the date upon which the written record is made.



                                     - 10 -

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to
be given, shall cure any defect in the giving or in the time of such notice as
the case may be.

6.3       Notice to Joint Shareholders. If two or more persons hold shares
jointly, notice may be given to one of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.19

                                                                    EXHIBIT 3.19

- --------------------------------------------------------------------------------
                            BUSINESS CORPORATIONS ACT                     FORM 1
                                   (SECTION 6)

                             CONSUMER AND
[LETTERHEAD OF ALBERTA]   CORPORATE AFFAIRS            ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION:

     NORTH AMERICAN SERVICES LTD

- --------------------------------------------------------------------------------
2. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
   AUTHORIZED TO ISSUE:

     The Corporation is authorized to issue an unlimited number of shares of one
     class.

- --------------------------------------------------------------------------------
3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY):

     No shares of the Corporation shall be transferred without the approval of
     the directors of the Corporation either by a resolution passed at a Board
     of directors meeting or by an instrument or instruments in writing signed
     by all of the directors.

- --------------------------------------------------------------------------------
4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION MAY
   HAVE:

     Minimum number of directors one (1) maximum number of directors seven (7).

- --------------------------------------------------------------------------------
5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS, OR
   RESTRICTED TO CARRYING ON A CERTAIN BUSINESS,
   SPECIFY THE RESTRICTION(S):

     None

- --------------------------------------------------------------------------------
6. OTHER RULES OR PROVISIONS (IF ANY):

     See Schedule I attached hereto:

- --------------------------------------------------------------------------------
7. DATE:  91 / 12 / 13/th/
        ------------------
         YEAR  MONTH  DAY
- --------------------------------------------------------------------------------
  INCORPORATORS NAMES:       ADDRESS (INCLUDING POSTAL CODE)        SIGNATURE
- --------------------------------------------------------------------------------
ROGER GOUIN               16745-111 Avenue                      /s/ Roger gouin
                          Edmonton, Alberta T5M 2S4
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 FOR DEPARTMENTAL USE ONLY
                      ____________
 CORPORATE ACCESS NO. ____________                    INCORPORATION DATE
 CCA-DE101




SCHEDULE I attached to the Articles of Incorporation of:

          NORTH AMERICAN SERVICES LTD

6.   Other provisions if any:

i.   The number of shareholders of the Corporation, exclusive of:

     (a)  persons who are in its employment or that of an affiliate, and

     (b)  persons, who having been formerly in its employment or that of an
          affiliate were, while in that employment, shareholders of the
          Corporation and have continued to be shareholders of that Corporation
          after termination of that employment.

     is limited to not more than fifty (50) persons, two or more persons who are
     joint registered owners of one or more shares being counted as one
     shareholder.

ii.  Any invitation to the public to subscribe for securities of the Corporation
     is prohibited.



Name Change Alberta Corporation - Registration Statement

Service Request Number:                  144868
Corporate Access Number:                 205134463
Legal Entity Name:                       NORTH AMERICAN MAINTENANCE LTD.
French Equivalent Name:
Legal Entity Status:                     Active
Alberta Corporation Type:                Named Alberta Corporation
Nuans Report Number:                     60358240
Nuans Report Date:                       1998/03/04
French Name Nuans Report Number:
French Name Nuans Report Date:
Future Dating Required:
Professional Endorsement Provided:
Amendment Date:                          1998/03/09
- --------------------------------------------------------------------------------

Annual Returns

- ----------------------
File Year   Date Filed
- ----------------------
1996        1996/12/12
- ----------------------
1995
- ----------------------
1994
- ----------------------


Registration Authorized By: WILLIAM J. KENNY
                            SOLICITOR

1 of 1

EX-3.20

                                                                    EXHIBIT 3.20

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                           to the transaction of the
                            business and affairs of


                          NORTH AMERICAN SERVICES LTD.
                      ------------------------------------


                                 COOK DUKE COX

                                      (TM)



                                  BY-LAW NO. 1
                                  ------------

                               TABLE OF CONTENTS
                               -----------------
                                       AND
                       BUSINESS CORPORATIONS ACT REFERENCE
                       -----------------------------------

                                                               Section
                                   Section                     of Act as at
                                  of By-law       Page         Feb. 1/82
                                  ---------       ----         ------------

SECTION ONE - INTERPRETATION
- ----------------------------
Definitions                          1.1           1           1
Interpretation                       1.2           1           -
Conflict with Act                    1.3           1           -
Conflict with Documents              1.4           1           -
Headings                             1.5           2           -

SECTION TWO - DIRECTORS AND BOARD
- ---------------------------------
Calling of Meeting                   2.1           2           99, 109
Notice of Meetings                   2.2           2           109, 246
Telecommunication                    2.3           2           109
Consent Resolution                   2.4           2           112
Casting Vote                         2.5           2           -
Committees of Directors              2.6           2           110
Corporate Seal                       2.7           2           23
Execution of Instruments             2.8           3           -
Dividends                            2.9           3           -

SECTION THREE - OFFICERS
- ------------------------
Appointment                          3.1           3           116
Chairman of the Board                3.2           4           -
President                            3.3           4           -
Vice-president                       3.4           4           -
Managing director                    3.5           4           110
Secretary                            3.6           4           -
Treasurer                            3.7           5           -
Other Officers                       3.8           5           -
Variation of Powers and Duties       3.9           5           116
Removal and Discharge                3.10          5           116
Term of Office                       3.11          5           -

Signed for identification this 16th Day of December, A.D. 1991

                                               By: /s/ [Illegible]
                                                  ------------------------------
                                                  PRESIDENT



Table of Contents                                              Page 2

                                   Section                     Section
                                  of By-law       Page         of Act
                                  ---------       ----         ------------

SECTION FOUR - SHAREHOLDERS AND SHARES
- --------------------------------------
Telecommunication Meetings           4.1           5           126
Persons Entitled to be Present       4.2           5           105, 129,246
Chairman                             4.3           6           -
Secretary of Meeting                 4.4           6           -
Chairman's Casting Vote              4.5           6           -
Chairman's Declaration               4.6           6           -
Voting by Ballot                     4.7           6           135
Scrutineers                          4.8           7           -
Joint Shareholders                   4.9           7           134
Vote by Joint Shareholders           4.10          7           134
Proxy                                4.11          7           141,142,143

SECTION FIVE - INDEMNIFICATION
- ------------------------------
Indemnification of Directors
 and Officers                        5.1           8           119
Indemnification of Others            5.2           9           119
Right of Indemnity not Exclusive     5.3           9           -

SECTION SIX - GENERAL
- ---------------------
Notices                              6.1           9           246
Waiver of Notice                     6.2           10          248
Notice to Joint Shareholders         6.3           10          -
Signature on Notice                  6.4           10          -



                                  BY-LAW NO. 1

                       A By-law relating generally to the
                    transaction of the business and affairs
                        of NORTH AMERICAN SERVICES LTD.

                          SECTION ONE - INTERPRETATION
                          ----------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means The Business Corporations Act, Statutes of Alberta 1981,
          Chapter B-15 as amended from time to time, and any Statute that may be
          substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect:

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "Shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.



                                      - 2 -

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                        SECTION TWO - DIRECTORS AND BOARD
                        ---------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy-two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the
minute book of the Corporation accordingly, and may relate back to any date
there instated to be the effective date thereof. A director may signify his
assent to such resolution or resolutions in writing or by means of
telecommunication with respect to which a written record is made.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.



                                      -3-

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                            SECTION THREE - OFFICERS
                            ------------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
or more assistants to any of the officers so appointed. Subject to those powers
and authority which by law may only be exercised by the directors, the officers
of the Corporation may exercise respectively such powers and authority and shall
perform such duties, in addition to those specified in the By-laws, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing director, if appointed, an officer may, but need
not be, a director. One person may hold more than one office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or



                                      - 4 -

employee to any other officer or employee or to any director of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may from time to time be prescribed by the
Board. During the absence of the President or the inability or failure of the
President to act, the Vice-President, or if more than one Vice-President has
been appointed, the Vice-President first appointed, shall also have the powers
and duties of the office of President.

3.5       Managing director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.



                                      - 5 -

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                     SECTION FOUR - SHAREHOLDERS AND SHARES
                     --------------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor



                                      - 6 -

(if any) of the Corporation and others who, although not entitled to vote, are
entitled or required under any provision of the Act or the articles or By-laws
to be present at the meeting. Any other persons may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  The Chairman of the Board;

     (b)  The President;

     (c)  Any Vice-president (and where more than one Vice-President is present
          at the meeting, then the priority to act as chairman as between them
          shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one of their number then present to be chairman of
that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a Shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in



                                      - 7 -

respect of the shares which he is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles. The
declaration by the chairman of the meeting that the vote upon the question has
been carried, or carried unanimously or by a particular majority, or lost or not
carried by a particular majority and an entry in the minutes of the meeting
shall be prima facie evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two or more persons jointly, those persons or such of
them that attend the meeting of the shareholders shall only constitute one
shareholder for purposes of determining whether a quorum of shareholders is
present.

4.10      Vote by Joint Shareholders. If two or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may, in the
absence of the others, vote the shares, but if two or more of those persons who
are present in person or by proxy shall fail to vote as one, the vote of such
joint shareholders shall not be recognized.

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     " Proxy
                                     --------

          I/WE the undersigned, being (a) shareholder(s) of __________________,
hereby nominate, constitute and appoint _________________, or in the absence of
_____________________,as my/our attorney, representative and/or proxy-holder
with full power and authority to attend, vote and otherwise act for me/our in
my/our name and on my/our behalf at the annual (or special) meeting of
shareholders of the Corporation, to be held at _____________,on the
_____________day of_____________,19__,and at any and all adjournments thereof,
with full power of substitution, and I/WE, the undersigned, hereby revoke all
other proxies given by me/us, the



                                      - 8 -

undersigned, which might be used in respect of such meeting and any and all
adjournments thereof.

          Given this ____________ day of ______________, 19__.

                                        ----------------------------------------

                                        ----------------------------------------
                                                                               "
                                        ----------------------------------------

                         SECTION FIVE - INDEMNIFICATION
                         ------------------------------

5.1       Indemnification of directors and officers.
          ------------------------------------------

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate procure a judgment in its favour, the Corporation shall
          indemnify a director or officer of the Corporation, a former director
          or officer of the Corporation or a person who acts or acted at the
          Corporation's request as a director or officer of a body corporate of
          which the Corporation is or was a Shareholder or creditor, and his
          heirs and legal representatives, against all costs, charges and
          expenses, including an amount paid to settle an action or satisfy a
          judgment, reasonably incurred by him in respect of any civil, criminal
          or administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of that
          Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action



                                      - 9 -

          if he fulfills the conditions set out in subparagraphs (a) (i) and
          (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.l (a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director or
officer, employee, agent of or participant in another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including legal
fees), judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                               SECTION SIX - GENERAL
                               ---------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner
set out in the Act for service upon a shareholder or director and by any means
of telecommunication with respect to which a written record is made. A notice
sent by means of telecommunication shall be deemed to have been given on the
first business day after the date upon which the written record is made.



                                     - 10 -

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two or more persons hold shares
jointly, notice may be given to one of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.21

                                                                    EXHIBIT 3.21

                            Articles of Incorporation
                                      For
                            NORTH AMERICAN MINING INC.

Classes of Shares:                AN UNLIMITED NUMBER OF COMMON SHARES
Restrictions on Share Transfers:  SEE ATTACHED SCHEDULE
Number of Directors:
Minimum Number of Directors:      1
Maximum Number of Directors:      7
Restrictions on Business To:      NONE
Restrictions on Business From:    NONE
Other Rules or Provisions:        SEE ATTACHED SCHEDULE


                     Registration Authorized By: W. J. KENNY
                                                 SOLICITOR

                                     1 of 1



SCHEDULE - RESTRICTIONS IF ANY ON SHARE TRANSFERS

No shares of the Corporation shall be transferred without the approval of the
directors of the Corporation either by a resolution passed at a Board of
Directors meeting, or by an instrument or instruments in writing signed by all
of the directors.

                                     1 of 1



SCHEDULE - OTHER PROVISIONS

(a)  The number of shareholders of the corporation, exclusive of:

(i)  persons who are in its employment or that of an affiliate, and

(ii) persons, who having been formerly in its employment or that of an affiliate
were, while in that employment. shareholders of the corporation and have
continued to be shareholders of that corporation after termination of that
employment.

is limited to not more than fifty (50) persons, two or more persons who are
joint registered owners of one or more shares being counted as one shareholder.

(b)  Any invitation to the public to subscribe for securities of the
corporation is prohibited.

                                     1 of 1

EX-3.22

                                                                     EXHBIT 3.22

                                   BY-LAW NO.1
                                   -----------

                           A By-law relating generally
                           to the transaction of the
                             business and affairs of


                           NORTH AMERICAN MINING INC.



                                 MILLER THOMSON
                                       (C)



                                  BY-LAW NO. 1
                                  ------------

                               TABLE OF CONTENTS
                               -----------------
                                       AND
                       BUSINESS CORPORATIONS ACT REFERENCE
                       -----------------------------------

                                                               Section
                                   Section                     of Act as at
                                  of By-law       Page         Feb. 1/82
                                  ---------       ----         -------------
SECTION 1 - INTERPRETATION
- --------------------------

Definitions                          1.1           1           1
Interpretation                       1.2           1           -
Conflict with Act                    1.3           1           -
Conflict with Documents              1.4           1           -
Headings                             1.5           1           -

SECTION 2 - DIRECTORS AND BOARD
- -------------------------------

Calling of Meeting                   2.1           1           99, 109
Notice of Meetings                   2.2           2           109, 246
Telecommunication                    2.3           2           109
Consent Resolution                   2.4           2           112
Casting Vote                         2.5           2           -
Committees of Directors              2.6           2           110
Corporate Seal                       2.7           2           23
Execution of Instruments             2.8           2           -
Dividends                            2.9           2           -

SECTION 3 - OFFICERS
- --------------------

Appointment                          3.1           2           116
Chairman of the Board                3.2           3           -
President                            3.3           3           -
Vice-President                       3.4           3           -
Managing director                    3.5           3           110
Secretary                            3.6           3           -
Treasurer                            3.7           4           -
Other Officers                       3.8           4           -
Variation of Powers and Duties       3.9           4           116
Removal and Discharge                3.10          4           116
Term of Office                       3.11          4           -

Signed for identification effective as of the 26th day of November, 1999


                                        By: /s/ [ Illegible]
                                            ------------------------------------
                                            PRESIDENT




Table of Contents                                                         Page 2

                                   Section                     Section
                                  of By-law       Page         of Act
                                  ---------       ----         -------

SECTION 4 - SHAREHOLDERS AND SHARES
- -----------------------------------

Telecommunication Meetings           4.1           4           126
Persons Entitled to be Present       4.2           4           105, 129, 246
Chairman                             4.3           4           -
Secretary of Meeting                 4.4           5           -
Chairman's Casting Vote              4.5           5           -
Chairman's Declaration               4.6           5           -
Voting by Ballot                     4.7           5           135
Scrutineers                          4.8           5           -
Joint Shareholders                   4.9           5           134
Vote by Joint Shareholders           4.10          5           134
Proxy                                4.11          5           141, 142, 143

SECTION 5 - INDEMNIFICATION
- ---------------------------

Indemnification of Directors
 and Officers                        5.1           6           119
Indemnification of Others            5.2           7           119
Right of Indemnity not Exclusive     5.3           7           -

SECTION 6 - GENERAL
- -------------------

Notices                              6.1           7           246
Waiver of Notice                     6.2           7           248
Notice to Joint Shareholders         6.3           7           -
Signature on Notice                  6.4           7           -



                                  BY-LAW NO. 1

          A By-law relating generally to the transaction of the business and
          affairs of NORTH AMERICAN MINING INC.

                           SECTION 1 - INTERPRETATION
                           --------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means the Business Corporations Act, Statutes of Alberta 1981,
          Chapter B- 15 as amended from time to time, and any Statute that may
          be substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                         SECTION 2 - DIRECTORS AND BOARD
                         -------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.



                                      - 2 -

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing, in one or more counterparts, or by
means of telecommunication with respect to which a written record is made. A
facsimile of a signed counterpart of a resolution in writing is as valid as an
originally signed counterpart.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one (1) director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.



                                      - 3 -

                              SECTION 3 - OFFICERS
                              --------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one (I) or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
(1) or more assistants to any of the officers so appointed. Subject to those
powers and authority which by law may only be exercised by the directors, the
officers of the corporation may exercise respectively such powers and authority
and shall perform such duties, in addition to those specified in the By-laws, as
may from time to time be prescribed by the Board. Except for the Chairman of the
Board, if appointed, and the Managing director, if appointed, an officer may,
but need not be, a director. One (1) person may hold more than one (1) office of
the Corporation except that the offices of President and Secretary must be held
by different persons unless the Board consists of a sole director. The Board may
also from time to time appoint other agents, attorneys, officers and employees
of the Corporation within or without Canada, who may be given such titles and
who may exercise such powers and authority (including the power of
subdelegation) and shall perform such duties of management or otherwise, as the
Board may from time to time prescribe. In case of the absence of any officer or
employee of the Corporation or for any other reason that the Board may deem
sufficient, the Board may delegate for the time being the powers and authority
of such officer or employee to any other officer or employee or to any director
of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-Presidents, may exercise such powers
and authority and shall perform such duties as may from time to time be
prescribed by the Board. During the absence of the President or the inability or
failure of the President to act, the Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-President first appointed, shall
also have the powers and duties of the office of President.

3.5       Managing Director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The



                                      - 4 -

Secretary shall be responsible for registering or filing of all reports,
certificates and all other documents required by law to be registered or filed
by the Corporation. The Secretary shall certify any documents of the Corporation
except when some other officer or agent has been appointed for any such purpose
and may exercise such other powers and authority and shall perform such other
duties as may from time to time be prescribed by the directors or the President.

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                       SECTION 4 - SHAREHOLDERS AND SHARES
                       -----------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or By-laws to be present at the meeting. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:



                                      - 5 -

     (a)  the Chairman of the Board;

     (b)  the President;

     (c)  any Vice-President (and where more than one (1) Vice-President is
          present at the meeting, then the priority to act as chairman as
          between them shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one (1) of their number then present to be
chairman of that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
chairman of the meeting that the vote upon the question has been carried, or
carried unanimously or by a particular majority, or lost or not carried by a
particular majority and an entry in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one (1) or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two (2) or more persons jointly, those persons or
such of them that attend the meeting of the shareholders shall only constitute
one (1) shareholder for purposes of determining whether a quorum of shareholders
is present.

4.10      Vote by Joint Shareholders. If two (2) or more persons hold shares
jointly, one (I) of those holders present at a meeting of shareholders may, in
the absence of the others, vote the shares, but if two (2) or more of those
persons who are present in person or by proxy shall fail to vote as one (1), the
vote of such joint shareholders shall not be recognized.


                                      - 6 -

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

          I/WE the undersigned, being (a) shareholder(s) of ___________________,
hereby nominate, constitute and appoint____________________, or in the absence
of __________________, as my/our attorney, representative and/or proxy-holder
with full power and authority to attend, vote and otherwise act for me/our in
my/our name and on my/our behalf at the annual (or special) meeting of
shareholders of the Corporation, to be held at ___________________, on the ____
day of ___________, 19___, and at any and all adjournments thereof, with full
power of substitution, and I/we, the undersigned, hereby revoke all other
proxies given by me/us, the undersigned, which might be used in respect of such
meeting and any and all adjournments thereof.

          Given this ____day of ___________, 19___.

                                        ________________________________________

                                        ________________________________________

                                        _______________________________________"

                           SECTION 5 - INDEMNIFICATION
                           ---------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate to procure a judgment in its favour, the Corporation
          shall indemnify a director or officer of the Corporation, a former
          director or officer of the Corporation or a person who acts or acted
          at the Corporation's request as a director or officer of a body
          corporate of which the Corporation is or was a Shareholder or
          creditor, and his heirs and legal representatives, against all costs,
          charges and expenses, including an amount paid to settle an action or
          satisfy a judgment, reasonably incurred by him in respect of any
          civil, criminal or administrative action or proceeding to which he is
          made a party by reason of being or having been a director or officer
          of that Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation


                                      - 7 -

          or body corporate to procure a judgment in its favour, to which he is
          made a party by reason of being or having been a director or an
          officer of the Corporation or body corporate, against all costs,
          charges and expenses reasonably incurred by him in connection with the
          action if he fulfils the conditions set out in subparagraphs (a)(i)
          and (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.01(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                               SECTION 6 - GENERAL
                               -------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.


                                      - 8 -

6.3       Notice to Joint Shareholders. If two (2) or more persons hold shares
jointly, notice may be given to one (1) of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.23

                                                                    EXHIBIT 3.23

- --------------------------------------------------------------------------------
                            BUSINESS CORPORATIONS ACT                     FORM 1
                                   (SECTION 6)

                               CONSUMER AND
[Letterhead of Alberta]   CORPORATE AFFAIRS            ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
     1.   NAME OF CORPORATION:

          NORTH AMERICAN PIPELINE INC.

- --------------------------------------------------------------------------------
     2.   THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
          AUTHORIZED TO ISSUE:

          The Corporation is authorized to issue an unlimited number of shares
          of one class.

- --------------------------------------------------------------------------------
     3.   RESTRICTIONS ON SHARE TRANSFERS (IF ANY):

          No shares of the Corporation shall be transferred without the approval
          of the directors of the Corporation either by a resolution passed at a
          Board of directors meeting or by an instrument or instruments in
          writing signed by all of the directors.

- --------------------------------------------------------------------------------
     4.   NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE
          CORPORATION MAY HAVE:
Minimum number of directors one (1) maximum number of directors seven (7).

- --------------------------------------------------------------------------------
     5.   IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
          OR RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE
          RESTRICTION(S):

          none

- --------------------------------------------------------------------------------
     6.   OTHER RULES OR PROVISIONS (IF ANY):

          See Schedule I attached hereto:

- --------------------------------------------------------------------------------
     7.   DATE:   91/12/12
               --------------
               YEAR MONTH DAY
- --------------------------------------------------------------------------------
  INCORPORATORS NAMES:       ADDRESS (INCLUDING POSTAL CODE)        SIGNATURE
- --------------------------------------------------------------------------------
  ROGER GOUIN             16745-111 Avenue                      /s/ Roger Gouin
                          Edmonton, Alberta T5M 2S4
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
 FOR DEPARTMENTAL USE ONLY                                                 /(R)/

 CORPORATE ACCESS NO. / / / / / / / / /             INCORPORATION DATE
 CCA-06.101



SCHEDULE I   attached to the Articles of Incorporation of:
             NORTH AMERICAN PIPELINE INC.

     Other provisions if any:

i.   The number of shareholders of the Corporation, exclusive of:

     (a)  persons who are in its employment or that of an affiliate, and

     (b)  persons, who having been formerly in its employment or that of an
          affiliate were, while in that employment, shareholders of the
          Corporation and have continued to be shareholders of that Corporation
          after termination of that employment.

     is limited to not more than fifty (50) persons, two or more persons who are
     joint registered owners of one or more shares being counted as one
     shareholder.

ii.  Any invitation to the public to subscribe for securities of the Corporation
     is prohibited.

EX-3.24

                                                                    EXHIBIT 3.24

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                            to the transaction of the
                             business and affairs of

                          NORTH AMERICAN PIPELINE INC.
                          ----------------------------


                                  COCK DUKE COX


                                       TM



                                  BY-LAW NO. 1
                                  ------------
                                TABLE OF CONTENTS
                                -----------------
                                       AND
                       BUSINESS CORPORATIONS ACT REFERENCE
                       -----------------------------------

                                                                   Section of
                                               Section             Act as at
                                              of By-law    Page    Feb.1/82
                                              ---------   ------   -------------
SECTION ONE - INTERPRETATION
- -----------------------------------------
Definitions                                      1.1           1   1
Interpretation                                   1.2           1   --
Conflict with Act                                1.3           1   --
Conflict with Documents                          1.4           1   --
Headings                                         1.5           2   --

SECTION TWO - DIRECTORS AND BOARD
- -----------------------------------------
Calling of Meeting                               2.1           2   99, 109
Notice of Meetings                               2.2           2   109,246
Telecommunication                                2.3           2   109
Consent Resolution                               2.4           2   112
Casting Vote                                     2.5           2   --
Committees of Directors                          2.6           2   110
Corporate Seal                                   2.7           2   23
Execution of Instruments                         2.8           3   --
Dividends                                        2.9           3   --

SECTION THREE - OFFICERS
- ----------------------------------------
Appointment                                      3.1           3   116
Chairman of the Board                            3.2           4   --
President                                        3.3           4   --
Vice-President                                   3.4           4   --
Managing director                                3.5           4   110
Secretary                                        3.6           4   --
Treasurer                                        3.7           5   --
Other Officers                                   3.8           5   --
Variation of Powers and Duties                   3.9           5   116
Removal and Discharge                            3.10          5   116
Term of Office                                   3.11          5   --

Signed for identification this 16thday of December, A.D. 1991

                                        By: /s/  [Illegible]
                                            ------------------------------------
                                                         President



Table of Contents                                                         Page 2

                                               Section             Section
                                              of By-law    Page    of Act
                                              ---------   ------   -------------
SECTION FOUR - SHAREHOLDERS AND SHARES
- -----------------------------------------
Telecommunication Meetings                       4.1           5   126
Persons Entitled to be Present                   4.2           5   105, 129, 246
Chairman                                         4.3           6   --
Secretary of Meeting                             4.4           6   --
Chairman's Casting Vote                          4.5           6   --
Chairman's Declaration                           4.6           6   --
Voting by Ballot                                 4.7           6   135
Scrutineers                                      4.8           7   --
Joint Shareholders                               4.9           7   134
Vote by Joint Shareholders                       4.10          7   134
Proxy                                            4.11          7   141, 142, 143

SECTION FIVE - INDEMNIFICATION
- -----------------------------------------
Indemnification of Directors and Officers        5.1           8   119
Indemnification of Others                        5.2           9   119
Right of Indemnity not Exclusive                 5.3           9   --

SECTION SIX - GENERAL
- -----------------------------------------
Notices                                          6.1           9   246
Waiver of Notice                                 6.2          10   248
Notice to Joint Shareholders                     6.3          10   --
Signature on Notice                              6.4          10   --



                                  BY-LAW NO. 1

                       A By-law relating generally to the
                    transaction of the business and affairs
                        of NORTH AMERICAN PIPELINE INC.

                          SECTION ONE - INTERPRETATION
                          ----------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means The Business Corporations Act, Statutes of Alberta 1981,
          Chapter B-15 as amended from time to time, and any Statute that may be
          substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.



                                      - 2 -

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                        SECTION TWO - DIRECTORS AND BOARD
                        ---------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy-two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing or by means of telecommunication with
respect to which a written record is made.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.



                                     - 3 -

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                            SECTION THREE - OFFICERS
                            ------------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
or more assistants to any of the officers so appointed. Subject to those powers
and authority which by law may only be exercised by the directors, the officers
of the Corporation may exercise respectively such powers and authority and shall
perform such duties, in addition to those specified in the By-laws, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing director, if appointed, an officer may, but need
not be, a director. One person may hold more than one office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or



                                      - 4 -

employee to any other officer or employee or to any director of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may from time to time be prescribed by the
Board. During the absence of the President or the inability or failure of the
President to act, the Vice-President, or if more than one Vice- President has
been appointed, the Vice-President first appointed, shall also have the powers
and duties of the office of President.

3.5       Managing director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.



                                      - 5 -

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                     SECTION FOUR - SHAREHOLDERS AND SHARES
                     --------------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor



                                      - 6 -

(if any) of the Corporation and others who, although not entitled to vote, are
entitled or required under any provision of the Act or the articles or By-laws
to be present at the meeting. Any other persons may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  The Chairman of the Board;

     (b)  The President;

     (c)  Any Vice-President (and where more than one Vice-President is present
          at the meeting, then the priority to act as chairman as between them
          shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one of their number then present to be chairman of
that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person who need not
be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in



                                      - 7 -

respect of the shares which he is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles. The
declaration by the chairman of the meeting that the vote upon the question has
been carried, or carried unanimously or by a particular majority, or lost or not
carried by a particular majority and an entry in the minutes of the meeting
shall be prima facie evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two or more persons jointly, those persons or such of
them that attend the meeting of the shareholders shall only constitute one
shareholder for purposes of determining whether a quorum of shareholders is
present.

4.10      Vote by Joint Shareholders. If two or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may, in the
absence of the others, vote the shares, but if two or more of those persons who
are present in person or by proxy shall fail to vote as one, the vote of such
joint shareholders shall not be recognized.

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

       I/WE the undersigned, being (a) shareholder(s) of ______________________,
hereby nominate, constitute and appoint ______________________________, or in
the absence of____________________________________, as my/our attorney,
representative and/or proxy-holder with full power and authority to attend, vote
and otherwise act for me/our in my/our name and on my/our behalf at the annual
(or special) meeting of shareholders of the Corporation, to be held at
___________________________________, on the _________________ day of
_______________________________, 19______, and at any and all adjournments
thereof, with full power of substitution, and I/WE, the undersigned, hereby
revoke all other proxies given by me/us, the



                                      - 8 -

undersigned, which might be used in respect of such meeting and any and all
adjournments thereof.

       Given this _________ day of ______________, 19___.


                                        ----------------------------------------

                                        ----------------------------------------
                                                                               "
                                        ---------------------------------------

                          SECTION FIVE - INDEMNIFICATION
                          ------------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate procure a judgment in its favour, the Corporation shall
          indemnify a director or officer of the Corporation, a former director
          or officer of the Corporation or a person who acts or acted at the
          Corporation's request as a director or officer of a body corporate of
          which the Corporation is or was a Shareholder or creditor, and his
          heirs and legal representatives, against all costs, charges and
          expenses, including an amount paid to settle an action or satisfy a
          judgment, reasonably incurred by him in respect of any civil, criminal
          or administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of that
          Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action



                                      - 9 -

          if he fulfills the conditions set out in subparagraphs (a) (i) and
          (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.1(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                              SECTION SIX - GENERAL
                              ---------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.



                                     - 10 -

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two or more persons hold shares
jointly, notice may be given to one of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.25

                                                                    EXHIBIT 3.25

- --------------------------------------------------------------------------------
                              BUSINESS CORPORATION ACT                    FORM 1
                                     (SECTION 6)

                           CONSUMER AND
[Letter Head of Alberta]   CORPORATE AFFAIRS           ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
   1. NAME OF CORPORATION:

NORTH AMERICAN STRUCTURES LTD.

- --------------------------------------------------------------------------------
   2. THE CLASS, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION  IS
      AUTHORIZED TO ISSUE:

The Corporation is authorized to issue an unlimited number of shares of one
class.

- --------------------------------------------------------------------------------
   3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY):

No shares of the Corporation shall be transferred without the approval of the
directors of the Corporation either by a resolution passed at a Board of
Directors meeting or by an instrument or instruments in writing signed by all
the directors.

- --------------------------------------------------------------------------------
   4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION
      MAY HAVE:

Minimum number of directors one (l), maximum number of directors seven (7).

- --------------------------------------------------------------------------------
   5. IF THE CORPORATION IS RESTRICTED OF FROM CARRYING ON A CERTAIN BUSINESS,
      OR RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE
      RESTRICTION(S):

None

- --------------------------------------------------------------------------------
   6. OTHER RULES OR PROVISIONS (IF ANY):

See Schedule I attached hereto:

- --------------------------------------------------------------------------------
   7. DATE

           88    10    20
        --------------------
          YEAR  MONTH  DAY
- --------------------------------------------------------------------------------
   INCORPORATORS NAMES:    ADDRESS (INCLUDING POSTAL CODE)    SIGNATURE
- --------------------------------------------------------------------------------
                           16745 - 111 Avenue
 MARTIN GOUIN              Edmonton, Alberta T5M 2S4          /s/ Martin Gouin
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
 FOR DEPARTMENTAL USE ONLY
                     ____________
 CORPORATE ACCESS NO.                        INCORPORATION DATE  88/10/21
                     ____________
 CCA-06.101



     SCHEDULE I attached to the Articles of Incorporation of:

                NORTH AMERICAN STRUCTURES LTD.

     6.   Other provisions if any:

     i.   The number of shareholders of the Corporation, exclusive of:

          (a)  persons who are in its employment or that of an affiliate, and

          (b)  persons, who having been formerly in its employment or that of an
               affiliate were, while in that employment, shareholders of the
               Corporation and have continued to be shareholders of that
               Corporation after termination of that employment.

          is limited to not more than fifty (50) persons, two or more persons
          who are joint registered owners of one or more shares being counted as
          one shareholder.

     ii.  Any invitation to the public to subscribe for securities of the
          Corporation is prohibited.



Name Change Alberta Corporation - Registration Statement

Service Request Number:  545205
Corporate Access Number: 203871447
Previous Legal Entity Name:     NORTH AMERICAN STRUCTURES LTD.
Previous French Equivalent Name:
Legal Entity Name:              NORTH AMERICAN ROAD INC.
French Equivalent Name:
Legal Entity Status:            Active
Alberta Corporation Type:       Named Alberta Corporation
Nuans Report Number:            61464508
Nuans Report Date:              1998/07/08
French Name Nuans Report Number:
French Name Nuans Report Date:
Future Dating Required:
Professional Endorsement Provided:
Amendment Date:                 1998/08/20
- --------------------------------------------------------------------------------

Annual Returns

- ---------------------
File Year  Date Filed
- ---------------------
1997       1997/12/01
- ---------------------
1996
- ---------------------
1995
- ---------------------

Registration Authorized By:  WILLIAM J.KENNY
                             SOLICITOR



                                     CONSENT
                                     -------

TO:       THE DIRECTOR
          ALBERTA CONSUMER & CORPORATE AFFAIRS

          NORTH AMERICAN CONSTRUCTION LTD. hereby consents to the use of the
name NORTH AMERICAN STRUCTURES LTD. for the purpose of incorporation under The
Alberta Business Corporations Act.

          Dated this 20/th/day of October, 1988.

                                                  NORTH AMERICAN CONSTRUCTION
                                                  LTD.


                                                  PER:/s/ [Illegible]
                                                      --------------------------

EX-3.26

                                                                    EXHIBIT 3.26

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                            to the transaction of the
                             business and affairs of

                         NORTH AMERICAN STRUCTURES LTD.
                         ------------------------------


                          COOK, DUKE, COX, TOD & KENNY



                                  BY-LAW NO. 1
                                  ------------

                                TABLE OF CONTENTS
                                -----------------
                                       AND
                       BUSINESS CORPORATIONS ACT REFERENCE
                       -----------------------------------

                                                               Section
                                   Section                     of Act as at
                                  of By-law       Page         Feb. 1/82
                                  ----------      ----         -------------
SECTION ONE - INTERPRETATION
- ----------------------------

Definitions                          1.1           1           1
Interpretation                       1.2           1           -
Conflict with Act                    1.3           1           -
Conflict with Documents              1.4           1           -
Headings                             1.5           2           -

SECTION TWO - DIRECTORS AND BOARD
- ---------------------------------

Calling of Meeting                   2.1           2           99, 109
Notice of Meetings                   2.2           2           109, 246
Telecommunication                    2.3           2           109
Consent Resolution                   2.4           2           112
Casting Vote                         2.5           2           -
Committees of Directors              2.6           2           110
Corporate Seal                       2.7           2           23
Execution of Instruments             2.8           3           -
Dividends                            2.9           3           -

SECTION THREE - OFFICERS
- ------------------------

Appointment                          3.1           3           116
Chairman of the Board                3.2           4           -
President                            3.3           4           -
Vice-President                       3.4           4           -
Managing director                    3.5           4           110
Secretary                            3.6           4           -
Treasurer                            3.7           5           -
Other Officers                       3.8           5           -
Variation of Powers and Duties       3.9           5           116
Removal and Discharge                3.10          5           116
Term of Office                       3.11          5           -

Signed for identification this 28th day of October, A.D. 1988


                                                  By:  /s/ Roger Gouin
                                                       -------------------------
                                                       ROGER GOUIN
                                                       President




Table of Contents                                                         Page 2

                                   Section                     Section
                                  of By-law       Page         of Act
                                  ---------       ----         -------------

SECTION FOUR - SHAREHOLDERS AND SHARES
- --------------------------------------

Telecommunication Meetings           4.1           5           126
Persons Entitled to be Present       4.2           5           105, 129, 246
Chairman                             4.3           6           -
Secretary of Meeting                 4.4           6           -
Chairman's Casting Vote              4.5           6           -
Chairman's Declaration               4.6           6           -
Voting by Ballot                     4.7           6           135
Scrutineers                          4.8           7           -
Joint Shareholders                   4.9           7           134
Vote by Joint Shareholders           4.10          7           134
Proxy                                4.11          7           141, 142, 143

SECTION FIVE - INDEMNIFICATION
- ------------------------------

Indemnification of Directors
 and Officers                        5.1           8           119
Indemnification of Others            5.2           9           119
Right of Indemnity not Exclusive     5.3           9           -

SECTION SIX - GENERAL
- ---------------------
Notices                              6.1           9           246
Waiver of Notice                     6.2          10           248
Notice to Joint Shareholders         6.3          10           -
Signature on Notice                  6.4          10           -



                                  BY-LAW NO. 1

                     A By-law relating generally to the
                     transaction of the business and affairs
                     of NORTH AMERICAN STRUCTURES LTD.

                          SECTION ONE - INTERPRETATION
                          ----------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means The Business Corporations Act, Statutes of Alberta 1981,
          Chapter B-15 as amended from time to time, and any Statute that may be
          substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.



                                     - 2 -

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                        SECTION TWO - DIRECTORS AND BOARD
                        ---------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy-two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing or by means of telecommunication with
respect to which a written record is made.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.



                                     - 3 -

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                            SECTION THREE - OFFICERS
                            ------------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
or more assistants to any of the officers so appointed. Subject to those powers
and authority which by law may only be exercised by the directors, the officers
of the Corporation may exercise respectively such powers and authority and shall
perform such duties, in addition to those specified in the By-laws, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing director, if appointed, an officer may, but need
not be, a director. One person may hold more than one office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or



                                     - 4 -

employee to any other officer or employee or to any director of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may from time to time be prescribed by the
Board. During the absence of the President or the inability or failure of the
President to act, the Vice-President, or if more than one Vice-President has
been appointed, the Vice-President first appointed, shall also have the powers
and duties of the office of President.

3.5       Managing director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed a11 notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.



                                     - 5 -

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                     SECTION FOUR - SHAREHOLDERS AND SHARES
                     --------------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor



                                     - 6 -

(if any) of the Corporation and others who, although not entitled to vote, are
entitled or required under any provision of the Act or the articles or By-laws
to be present at the meeting. Any other persons may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  The Chairman of the Board;

     (b)  The President;

     (c)  Any Vice-President (and where more than one Vice-President is present
          at the meeting, then the priority to act as chairman as between them
          shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one of their number then present to be chairman of
that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting an the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in



                                     - 7 -

respect of the shares which he is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles. The
declaration by the chairman of the meeting that the vote upon the question has
been carried, or carried unanimously or by a particular majority, or lost or not
carried by a particular majority and an entry in the minutes of the meeting
shall be prima facie evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two or more persons jointly, those persons or such of
them that attend the meeting of the shareholders shall only constitute one
shareholder for purposes of determining whether a quorum of shareholders is
present.

4.10      Vote by Joint Shareholders. If two or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may, in the
absence of the others, vote the shares, but if two or more of those persons who
are present in person or by proxy shall fail to vote as one, the vote of such
joint shareholders shall not be recognized.

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

          I/WE the undersigned, being (a) shareholder(s) of ___________________,
hereby nominate, constitute and appoint ___________________________________, or
in the absence of __________________________________, as my/our attorney,
representative and/or proxy-holder with full power and authority to attend,
vote and otherwise act for me/our in my/our name and on my/our behalf at the
annual (or special) meeting of shareholders of the Corporation, to be held at
_____________________________, on the _______________ day of __________________,
19__, and at any and all adjournments thereof, with full power of substitution,
and I/WE, the undersigned, hereby revoke all other proxies given by me/us, the



                                     - 8 -

undersigned, which might be used in respect of such meeting and any and all
adjournments thereof.

          Given this _________ day of ___________________, 19_____.


                                        ________________________________________

                                        ________________________________________

                                        _______________________________________"


                         SECTION FIVE - INDEMNIFICATION
                         ------------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate procure a judgment in its favour, the Corporation shall
          indemnify a director or officer of the Corporation, a former director
          or officer of the Corporation or a person who acts or acted at the
          Corporation's request as a director or officer of a body corporate of
          which the Corporation is or was a Shareholder or creditor, and his
          heirs and legal representatives, against all costs, charges and
          expenses, including an amount paid to settle an action or satisfy a
          judgment, reasonably incurred by him in respect of any civil, criminal
          or administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of that
          Corporation or body corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action



                                     - 9 -

          if he fulfills the conditions set out in subparagraphs (a) (i) and
          (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.l(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Riqht of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                              SECTION SIX - GENERAL
                              ---------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.



                                     - 10 -

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two or more persons hold shares
jointly, notice may be given to one of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.27

                                                                    EXHIBIT 3.27

                            Articles of Incorporation
                                       For
                          NORTH AMERICAN SERVICES INC.

Classes Of Shares:                THE CORPORATION IS AUTHORIZED TO ISSUE AN
                                  UNLIMITED NUMBER OF COMMON SHARES
Number of Directors:
Maximum Number of Directors:      7
Minimum Number of Directors:      1
Restrictions on Business To:      NONE
Restrictions on Business From:    NONE
Restrictions on Share Transfers:  NO SHARES SHALL BE TRANSFERRED WITHOUT
                                  APPROVAL OF THE DIRECTORS OF THE CORPORATION
                                  BY A RESOLUTION PASSED AT A BOARD OF DIRECTORS
                                  MEETING OR BY INSTRUMENT(S) IN WRITING SIGNED
                                  BY ALL THE DIRECTORS.
Other Rules or Provisions:        SEE ATTACHMENT

                  Registration Authorized By: WILLIAM J. KENNY
                                              SOLICITOR

1 of 1




6.   OTHER PROVISIONS IF ANY.

     (a)       The number of shareholders of the corporation, exclusive of:

          (i)  persons who are in its employment or that of an affiliate, and

          (ii) persons, who having been formerly in its employment or that of an
affiliate were, while in that employment, shareholders of the corporation and
have continued to be shareholders of that corporation after termination of that
employment.

               is limited to not more than fifty (50) persons, two or more
persons who are joint registered owners of one or more shares being counted as
one shareholder.

     (b)       Any invitation to the public to subscribe for securities of the
corporation is prohibited.



                             CONSENT AND UNDERTAKING
                             -----------------------

TO:  ALBERTA REGISTRIES

          NORTH AMERICAN SERVICES LTD. hereby consents to the use of the name
NORTH AMERICAN SERVICES INC. for incorporation purposes and the undersigned
Corporation hereby undertakes that it will change its name within six (6) months
of the date of Incorporation of NORTH AMERICAN SERVICES INC.

          Dated as of the 5 day of March, 1998.

                                        NORTH AMERICAN SERVICES LTD.


                                        Per:  /s/ [Illegible]
                                             -------------------------------
                                                                             c/s

EX-3.28

                                                                    EXHIBIT 3.28

                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                            to the transaction of the
                             business and affairs of

                          NORTH AMERICAN SERVICES INC.


                                  COOK DUKE COX
                                       (c)



                                  BY-LAW NO. 1
                                  ------------
                                TABLE OF CONTENTS
                                -----------------
                                       AND
                       BUSINESS CORPORATIONS ACT REFERENCE
                       -----------------------------------

                                                             Section of
                                   Section                   Act as at
                                  of By-law       Page       Feb. 1/82
                                  ---------       ----       ----------
SECTION 1 - INTERPRETATION
- --------------------------

Definitions                          1.1           1          1
Interpretation                       1.2           1          --
Conflict with Act                    1.3           1          --
Conflict with Documents              1.4           1          --
Headings                             1.5           1          --

SECTION 2 - DIRECTORS AND BOARD
- -------------------------------

Calling of Meeting                   2.1           1          99, 109
Notice of Meetings                   2.2           2          109, 246
Telecommunication                    2.3           2          109
Consent Resolution                   2.4           2          112
Casting Vote                         2.5           2          --
Committees of Directors              2.6           2          110
Corporate Seal                       2.7           2          23
Execution of Instruments             2.8           2          --
Dividends                            2.9           2          --

SECTION 3 - OFFICERS
- --------------------

Appointment                          3.1           2          116
Chairman of the Board                3.2           3          --
President                            3.3           3          --
Vice-President                       3.4           3          --
Managing director                    3.5           3          110
Secretary                            3.6           3          --
Treasurer                            3.7           4          --
Other Officers                       3.8           4          --
Variation of Powers and Duties       3.9           4          116
Removal and Discharge                3.10          4          116
Term of Office                       3.11          4          --

Signed for identification effective as of the 9th day of March, 1998.


                                        By: /s/ [Illegible]
                                           -------------------------------------
                                           PRESIDENT




Table of Contents                                                         Page 2

                                       Section
                                      of By-law       Page       Section of Act
                                      ---------       ----       ---------------

SECTION 4 - SHAREHOLDERS AND SHARES
- -----------------------------------

Telecommunication Meetings               4.1           4           126
Persons Entitled to be Present           4.2           4           105, 129, 246
Chairman                                 4.3           4           --
Secretary of Meeting                     4.4           5           --
Chairman's Casting vote                  4.5           5           --
Chairman's Declaration                   4.6           5           --
Voting by Ballot                         4.7           5           135
Scrutineers                              4.8           5           --
Joint Shareholders                       4.9           5           134
Vote by Joint Shareholders               4.10          5           134
Proxy                                    4.11          5           141, 142, 143
SECTION 5 - INDEMNIFICATION
- ---------------------------

Indemnification of Directors
 and Officers                            5.1           6           119
Indemnification of Others                5.2           7           119
Right of Indemnity not Exclusive         5.3           7           --

SECTION 6 - GENERAL
- -------------------

Notices                                  6.1           7           246
Waiver of Notice                         6.2           7           248
Notice to Joint Shareholders             6.3           7           --
Signature on Notice                      6.4           7           --



                                  BY-LAW NO. 1

          A By-law relating generally to the transaction of the business and
          affairs of NORTH AMERICAN SERVICES INC.

                           SECTION 1 - INTERPRETATION
                           --------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means the Business Corporations Act, Statutes of Alberta 1981,
          Chapter B- 15 as amended from time to time, and any Statute that may
          be substituted therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                         SECTION 2 - DIRECTORS AND BOARD
                         -------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.



                                     - 2 -

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting, except where the Act
requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing or by means of telecommunication with
respect to which a written record is made.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-president, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one (1) director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                              SECTION 3 - OFFICERS
                              --------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one (1) or more Vice-Presidents (to which title may be added
words



                                      - 3 -

indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
(1) or more assistants to any of the officers so appointed. Subject to those
powers and authority which by law may only be exercised by the directors, the
officers of the Corporation may exercise respectively such powers and authority
and shall perform such duties, in addition to those specified in the By-laws, as
may from time to time be prescribed by the Board. Except for the Chairman of the
Board, if appointed, and the Managing director, if appointed, an officer may,
but need not be, a director. One (1) person may hold more than one (1) office of
the Corporation except that the offices of President and Secretary must be held
by different persons unless the Board consists of a sole director. The Board may
also from time to time appoint other agents, attorneys, officers and employees
of the Corporation within or without Canada, who may be given such titles and
who may exercise such powers and authority (including the power of
subdelegation) and shall perform such duties of management or otherwise, as the
Board may from time to time prescribe. In case of the absence of any officer or
employee of the Corporation or for any other reason that the Board may deem
sufficient, the Board may delegate for the time being the powers and authority
of such officer or employee to any other officer or employee or to any director
of the Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-Presidents, may exercise such powers
and authority and shall perform such duties as may from time to time be
prescribed by the Board. During the absence of the President or the inability or
failure of the President to act, the Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-President first appointed, shall
also have the powers and duties of the office of President.

3.5       Managing Director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall



                                     - 4 -

perform such other duties as may from time to time be prescribed by the
directors or the President.

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible for the disbursement of the funds of the Corporation. The Treasurer
shall render to the President and the Board whenever so directed an account of
all financial transactions and of the financial position of the Corporation. The
Treasurer shall be subject to the control of the President and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the Board or by the President. Whenever the Secretary
is also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                       SECTION 4 - SHAREHOLDERS AND SHARES
                       -----------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or By-laws to be present at the meeting. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

          (a)  the Chairman of the Board;

          (b)  the President;



                                      - 5 -

     (c)  any Vice-President (and where more than one (1) Vice-President is
          present at the meeting, then the priority to act as chairman as
          between them shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one (1) of their number then present to be
chairman of that meeting.

4.4       Secretary of Meeting.  If the Secretary of the Corporation is
absent, the chairman of a meeting of shareholders shall appoint some person, who
need not be a shareholder, to act as secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or
proxy-holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
chairman of the meeting that the vote upon the question has been carried, or
carried unanimously or by a particular majority, or lost or not carried by a
particular majority and an entry in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one (1) or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two (2) or more persons jointly, those persons or
such of them that attend the meeting of the shareholders shall only constitute
one (1) shareholder for purposes of determining whether a quorum of shareholders
is present.

4.10      Vote by Joint Shareholders. If two (2) or more persons hold shares
jointly, one (1) of those holders present at a meeting of shareholders may, in
the absence of the others, vote the shares, but if two (2) or more of those
persons who are present in person or by proxy shall fail to vote as one (l), the
vote of such joint shareholders shall not be recognized.

4.11      Proxy.The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:



                                      - 6 -

                                     "Proxy
                                      -----

          I/WE the undersigned, being (a) shareholder(s) of ___________________,
hereby nominate, constitute and appoint ___________________________________, or
in the absence of __________________________________, as my/our attorney,
representative and/or proxy-holder with full power and authority to attend, vote
and otherwise act for me/or in my/our name and on my/our behalf at the annual
(or special) meeting of shareholders of the Corporation, to be held at
_____________________________, on the _______________ day of __________________,
19__, and at any and all adjournments thereof, with full power of substitution,
and I/we, the undersigned, hereby revoke all other proxies given by me/us, the
undersigned, which might be used in respect of such meeting and any and all
adjournments thereof.

          Given this _________ day of ___________________, 19_____.

                                        ________________________________________

                                        ________________________________________

                                        _______________________________________"

                           SECTION 5 - INDEMNIFICATION
                           ---------------------------
5.1       Indemnification of directors and officers.
          ------------------------------------------

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate to procure a judgment in its favour, the Corporation
          shall indemnify a director or officer of the Corporation, a former
          director or officer of the Corporation or a person who acts or acted
          at the Corporation's request as a director or officer of a body
          corporate of which the Corporation is or was a Shareholder or
          creditor, and his heirs and legal representatives, against all costs,
          charges and expenses, including an amount paid to settle an action or
          satisfy a judgment, reasonably incurred by him in respect of any
          civil, criminal or administrative action or proceeding to which he is
          made a party by reason of being or having been a director or officer
          of that Corporation or body Corporate, if:

          (i)  he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action if he fulfils the conditions set out in
          subparagraphs (a)(i) and (ii).



                                      - 7 -

5.2       Indemnification of Others. Subject to subparagraph 5.01(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall ensure to the benefit of the heirs and legal
representatives of such person.

                               SECTION 6 - GENERAL
                               -------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two (2) or more persons hold shares
jointly, notice may be given to one (1) of such persons and such notice shall be
sufficient notice to a11 of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-3.29

                                                                    EXHIBIT 3.29

                            ARTICLES OF INCORPORATION
                            -------------------------

                              Name of Incorporation
                              ---------------------

                           268483 Alberta Corporation
                           ------

                                 Share Structure
                                 ---------------

          The Corporation is authorized to issue an unlimited number of Shares
of one Class.

                         Restrictions on Share Transfers
                         -------------------------------

          No shares of the Corporation shall be transferred without the approval
of the Directors evidenced by resolution of the Board, provided that approval of
any transfer of shares may be given as aforesaid after the said transfer has
been been effected upon the records of the Corporation, in which event, unless
the said resolution stipulates otherwise, the said transfer shall be valid and
shall take effect as from the date of its entry upon the books of the
Corporation.

                               Number of Directors
                               -------------------

                A minimum of One (1) and a maximum of Ten (10).

             Restrictions of Business the Corporation may carry on
             -----------------------------------------------------

               None

                              Other Provisions if any
                              -----------------------

               n/a

                                 Incorporators
                                 -------------

Name                        Address                    Signature
- --------------------   ----------------------------    -------------------------
LORNE J. RUZICKA       11262 - 73 Avenue
                       EDMONTON, Alberta T6G OC6       /s/ Lorne J. Ruzicka
                                                       -------------------------
- --------------------------------------------------------------------------------
For Department Use Only
Corporate Access Number____________ Registration Date 82/02/15




- --------------------------------------------------------------------------------
                            BUSINESS CORPORATIONS ACT                     FORM 4
                               (SECTION 27 OR 171)


                                  CONSUMER AND
[LETTER HEAD OF Alberta]     CORPORATE AFFAIRS             ARTICLES OF AMENDMENT
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION                  2. CORPORATE ACCESS NO.

   268483 Alberta Corporation              20268483

- --------------------------------------------------------------------------------
3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:

That the name of the Corporation is changed to "NORTH AMERICAN SITE DEVELOPMENT
LTD."


- --------------------------------------------------------------------------------
       DATE                        SIGNATURE                     TITLE

May 26/82                     /s/  [Illegible]                 Director
                              ---------------------------
- --------------------------------------------------------------------------------
FOR DEPARTMENTAL USE ONLY                                        FILED

EX-3.30

                                                                    EXHIBIT 3.30

                                  BY-LAW NO. 1

                       A BY-LAW RELATING GENERALLY TO THE
                       TRANSACTION OF THE BUSINESS AFFAIRS

                                       OF

                      NORTH AMERICAN SITE DEVELOPMENT LTD.
                      ------------------------------------

                                    CONTENTS
                                    --------
                     One          - Interpretation
                     Two          - Business of the Corporation
                     Three        - Borrowing and Securities
                     Four         - Directors
                     Five         - Committees
                     Six          - Officers
                     Seven        - Protection of Directors, Officers and others
                     Eight        - Shares
                     Nine         - Restriction on Transfer of Shares
                     Ten          - Dividends and Rights
                     Eleven       - Meetings of Shareholders
                     Twelve       - Notices
                     Thirteen     - Effective Date

          BE IT ENACTED as a By-Law of the Corporation as follows:

                                   Section One
                                   -----------

                                 INTERPRETATION

1.01      Definitions - In the By-Laws of the Corporation, unless the context
otherwise requires:

          "Act" means Business Corporations Act Alberta, and any statute that
          may be substituted therefor, as from time to time amended;

          "Appoint" includes "elect" and vice versa;

          "Articles" means the original or restated Articles of Incorporation,
          Articles of Amendment, Articles of


                                      - 2 -

          Amalgamation, Articles of Continuance, Articles of Reorganization,
          Articles of Arrangement, Articles of Dissolution, and Articles of
          Revival and includes an amendment to any of them;

          "Board" means the Board of Directors of the Corporation;

          "By-Laws" means this by-law and all other by-laws of the Corporation
          from time to time in force and effect;

          "Certificate" means the Certificate of Incorporation, continuance or
          amalgamation of the corporation issued by the Registrar of
          Corporations;

          "Corporation" means a body corporate incorporated or continued under
          this Act and not discontinued under this Act;

          "meeting of shareholders" means an annual meeting of shareholders and
          a special meeting of shareholders; "special meeting of shareholders"
          means a special meeting of all shareholders entitled to vote at an
          annual meeting of shareholders;

          "non-business day" means Saturday, Sunday and any other day that is a
          holiday as defined in The Interpretation Act (Alberta);

          "recorded address" means, in the case of a shareholder, his address as
          recorded in the securities register; and in the case of joint
          shareholders, the address appearing in the securities register in
          respect of such joint holding or the first address so appearing if
          there are more than one; and in the case of a director, officer,
          auditor or member of a committee of the Board, his latest address as
          recorded in the records of the Corporation; and in the event that mail
          sent to a director, officer, auditor or member of a committee of the
          Board is returned to the Corporation, the deemed recorded address of
          that person shall be the registered office of the corporation;

          "signing officer" means, in relation to any instrument, any person
          authorized to sign the same on behalf of the Corporation by Section
          2.04 or by a resolution passed pursuant thereto;


                                      - 3 -

save as aforesaid, words and expressions defined in the Act have the same
meaning when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.

                                   Section Two
                                   -----------

                           BUSINESS OF THE CORPORATION

2.01      Registered Office - Until changed in accordance with the Act, the
registered office of the Corporation shall be at 1400 Principal Plaza, 10303
Jasper Avenue, in the City of Edmonton, in the Province of Alberta, or at such
other location in the City of Edmonton as the Board may from time to time
determine.

2.02      Financial Year - The financial year of the Corporation shall be
decided by the Board of Directors from time to time.

2.03      Execution of Instruments - Unless otherwise created by By-Law or
determined by resolution of the Board, deeds, transfers, assignments, contracts,
obligations, certificates or other instruments may be signed on behalf of the
Corporation by the President, Managing Director, or by any two signing offices.
In addition, the Board may from time to time direct the manner in which any
particular instrument or class of instruments may or shall be signed. Any
signing officer may affix the corporate seal to any instrument requiring the
same.

2.04      Banking Arrangements - The banking business of the Corporation,
including without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the Board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
Board may from time to time prescribe or authorize.

2.05      Voting Rights in other Bodies Corporate - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such


                                      - 4 -

proxies or arranging for the issuance of voting certificates or such other
evidence of the right to exercise such voting rights. In addition, the Board may
from time to time direct the manner in which and the person or persons by whom
any particular voting rights or class of voting rights may or shall be
exercised.

                                 Section Three
                                 -------------

                            BORROWING AND SECURITIES

3.01      Borrowing Power - without limiting the borrowing powers of the
Corporation as set forth in the Act, the Board may from time to time in its'
discretion:

          (a)  raise or borrow money for the purpose of the Corporation's
          business and may secure the repayment of the same by mortgage or
          charge upon the undertaking and the whole or any part of the assets
          and property of the Corporation (present and future) including its
          unissued capital, and may issue bonds, debentures, or debenture stock
          payable to bearer or otherwise, guarantee the indebtedness of others,
          subject to S. 42 of the Act, give and grant securities under The Bank
          Act and generally raise or borrow money for the purposes of the
          Corporation, secured or charged upon the whole or any part of the
          assets and properties of the Corporation, or otherwise as may be
          advisable or necessary in the interests there of;

          (b)  any bonds, debentures, debenture stock or other securities,
          issued or to be issued by the Corporation, shall be under the control
          of the Board, which may issue them assignable free from any equities
          between the Corporation and the person to whom the same may be issued
          upon such terms and conditions and in such manner and for such
          considerations as it shall consider to be for the benefit of the
          Corporation;

          (c)  any bonds, debentures, debenture stock or other securities, may
          be issued at a discount, premium or otherwise and with any special
          privileges as to redemption, surrender, drawing, conversion or
          otherwise;

          (d)  if the Board, or any member or members thereof, or any other
          person, shall become personally liable for the payment of any sum,
          primarily due from the Corporation, the Board may execute or cause to
          be exe-



                                      - 5 -

          cuted any mortgage, charge or security over or affecting the whole or
          any part of the assets of members thereof or persons so becoming
          liable as aforesaid, from any loss in respect of such liability;

          (e)  the Corporation shall comply with the requirements of applicable
          statutes in respect of filing or registering such mortgages and
          charges as are herein mentioned, and, where necessary, the
          Corporation shall keep a register of mortgages as required by the
          statutes.

Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.

3.02      Delegation - The Board may from time to time delegate to such one or
more of the directors and officers of the Corporation as may be designated by
the Board all or any of the powers conferred on the Board by Section 3.01 to
such an extent and in such manner as the Board shall determine at the time of
each such delegation except the powers to any thing referred to in S.11O(3) of
the Act.

                                  Section Four
                                  ------------

                                    DIRECTORS

4.01      Number of Directors and Quorum - Until changed in accordance with the
provisions hereinafter provided, the Board shall consist of at least one or more
as shall be determined by the Shareholders from time to time. Subject to Section
4.09, the quorum for the transaction of business at any meeting of the Board
shall consist of a majority of the minimum number of directors or such greater
number of directors as the Board may from time to time determine. The
shareholders of the Corporation may amend the articles to increase or to
decrease the number of directors, or the minimum or maximum number of directors,
but no decrease shall shorten the term of an incumbent director.

4.02      Removal of Directors - The shareholders may by ordinary resolution
passed at a meeting remove any director from office and the vacancy created by
such removal may be filled at the same meeting failing which it may be filled by
the directors.

4.03      Vacation of Office - A director ceases to hold office when: he dies,
he is removed from office by the shareholders,



                                      - 6 -

he ceases to be qualified for election as a director, or his written resignation
is sent or delivered to the Corporation, or if a time is specified in such
resignation, at the time so specified, whichever is later.

4.04      Vacancies - If the number of directors is increased, the resulting
vacancy shall be filled at a meeting of the shareholders duly called for that
purpose. Subject to the provisions of the Act, if a vacancy should otherwise
occur in the Board, the remaining directors if constituting a quorum may appoint
a qualified person to fill the vacancy for the remainder of the term. In the
absence of a quorum, the remaining directors shall forthwith call a meeting of
the shareholders to fill the vacancy.

4.05      Action by the Board - Subject to any unanimous shareholder agreement,
the Board shall manage the business and affairs of the Corporation. Subject to
Sections 4.06 and 4.07, the powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing
signed by all the directors entitled to vote on that resolution at a meeting of
the Board and the Resolution shall be as valid and effectual as if it had been
passed at the meeting of the Board duly called and constituted and shall be
entered in the minute book of the Company accordingly, and shall be held to
relate back to any date therein stated to be the date thereof and the sole
director may also signify his assent to such resolution or resolutions by
telegram or cable. Where there is a vacancy in the Board, the remaining
directors may exercise all the powers of the Board so long as a quorum remains
in office. Where the Corporation has only one director, that director may
constitute the meeting.

4.06      Albertan Majority - The Board shall not transact business at a
meeting, other than filling a vacancy in the Board, unless at least half of the
directors present are resident Albertans, except where:

          (a)  a resident Albertan director who is unable to be present approves
          in writing or by telephone or other communications facilities the
          business at the meeting; and

          (b)  the number of resident Albertan directors present at the meeting
          together with any resident Albertan director who gives his approval
          under Clause (a) totals at least half of the directors present at the
          meeting.



                                      - 7 -

4.07      Meetings by Telephone - If all the directors consent, a director may
participate in a meeting of the Board or of a committee of the Board by means of
such telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a director participating
in such a meeting by such means is deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the Board and of
committees of the Board held while a director holds office.

4.08      Places of Meetings - Meetings of the Board may be held at any place in
or outside Alberta.

4.09      Calling of Meetings - Meetings of the Board shall be held from time to
time and at such place as the Board, the Chairman of the Board, the managing
director, the president or any two directors may determine.

4.10      Notice of Meeting - Notice of the time and place of each meeting of
the Board shall be given in the manner provided by Section 246 of the Act to
each director not less than 24 hours before the time when the meeting is to be
held. A notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting, except as hereinafter provided in this
Section 4.10. The Act requires such a notice to specify the purpose of or the
business to be transacted at a meeting where there are proposals to:

          (a)  submit to the shareholders any question or matter requiring
          approval of the shareholders;

          (b)  fill a vacancy among the directors or in the office of the
          auditor;

          (c)  issue securities except in the manner and on the terms authorized
          by the directors;

          (d)  declare dividends;

          (e)  purchase, redeem or otherwise acquire shares issued by the
          Corporation, except in the manner and on the terms authorized by the
          directors;

          (f)  pay a commission referred to in Setion 39 of the Act;

          (g)  approve a management proxy circular referred to in Part 12;



                                      - 8 -

          (h)  approve any annual financial statements referred to in Section
          149 or;

          (i)  adopt, amend or repeal by-laws.

A director may in any manner waive notice of or otherwise consent to a meeting
of the Board.

4.11      Adjourned Meeting - Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.12      Regular Meetings - The Board may appoint a day or days in any month or
months for regular meetings of the Board at a place and hour to be named. A copy
of any resolution of the Board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.

4.13      Chairman - The chairman of any meeting of the Board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: Chairman of the Board, managing
director, president or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman

4.14      Votes to Govern - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question.

4.15      Conflict of Interest - A director shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 115 of the Act.

4.16      Remuneration and Expenses - Subject to any unanimous shareholder
agreement, the directors shall be paid such remuneration for their services as
the Board may from time to time determine. The directors shall also be entitled
to be reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.



                                      - 9 -

                                  Section Five
                                  ------------

                                   COMMITTEES

5.01      Committees of Directors - The Board may appoint from their number a
managing director who is a resident Albertan or a committee or committees of
directors, however designated, and delegate to such managing director or
committee or committees any powers of the Board except powers relating to
matters referred to in Section llO(3) of the Act. At least half of the members
of such committees shall be resident Albertans.

5.02      Transaction of Business - Subject to the provisions of Section 4.10
the powers of a committee of directors may be exercised by a meeting at which
a quorum is present or by resolution in writing signed by all the members of
such committee who would have been entitled to vote on that resolution at a
meeting of the committee. Meetings of such committee may be held at any place in
or outside of Alberta

5.03      Advisory Committees - The Board may from time to time appoint advisory
committees as it may deem advisable, but the functions of such committees shall
be advisory only. If the Corporation is a distributing corporation the Board
shall elect annually from among its number an audit committee to be composed of
not fewer than three (3) directors of whom a majority shall not be officers or
employees of the Corporation or its affiliates. An audit committee shall review
the financial statements of the Corporation before such financial statements are
approved by the directors.

5.04      Procedure - Unless otherwise determined by the Board, each committee
shall have the power to fix its quorum at not less than a majority of its
members, to elect its chairman and to regulate its procedure.

                                   Section Six
                                   -----------

                                    OFFICERS

6.01      Appointment - Subject to any unanimous shareholder agreement, the
Board may from time to time appoint a president, one or more vice-presidents (to
which title may be added words indicating seniority or function), a secretary, a
treasurer and such other officers as the Board may determine, including one or
more assistants to any of the officers so appointed. The Board may specify the
duties of and, in accordance with this By-Law



                                     - 10 -

and subject to the provisions of Section 5.01 hereof, delegate to such officer
powers to manage the business and affairs of the Corporation. Subject to
Sections 6.02 and 6.03, an officer may but need not be a director and one person
may hold more than one office.

6.02      Chairman of the Board - The Board may from time to time also appoint a
Chairman of the Board who shall be a director. If appointed, the Board may
assign to him any of his powers and duties that are by any provisions of this
By-Law assigned to the managing director or to the president; and he shall,
subject to the provisions of Section 5.01 hereof, have such other powers and
duties as the Board may specify. During the absence or disability of the
Chairman of the Board, his duties shall be performed and his powers exercised by
the managing director, if any, or by the president.

6.03      Managing Director - The Board may from time to time appoint a managing
director who shall be a resident Albertan and a director. If appointed, he shall
be the chief executive officer and, subject to the authority of the Board, shall
have general supervision of the business and affairs of the Corporation; and he
shall have such other powers and duties as the Board may specify, except that
the Board may not delegate to a managing director those matters referred to in
Section 110(3) of the Act. During the absence or the disability of the president
or, if no president has been appointed, the managing director shall also have
the powers and duties of that office.

6.04      President - If appointed, the President shall be the chief operating
officer and, subject to the authority of the Board, shall have general
supervision of the business of the Corporation; and he shall have such other
powers and duties as the Board may specify, and without limitation of the
foregoing:

          (a)  he shall have general superintendence and direction of all the
          other officers of the Corporation;

          (b)  he shall submit the Annual Report of the Board, if any, and the
          Annual Balance Sheets and Financial Statements of the business and
          affairs and reports on the financial position of the Corporation and
          any further information respecting the financial position of the
          Corporation and the results of its operations required by the
          articles, by-laws or any unanimous shareholder agreement to the annual
          meeting and from time to time he shall report to the Board all matters
          within his knowledge which the interest of the Corporation requires to
          be brought to their attention;



                                     - 11 -

          (c)  he shall be ex-officio a member of all standing committees.

During the absence or disability of the managing director, or if no managing
director has been appointed, the president shall also have the powers and duties
of that office.

6.05      Vice-President - A vice-president shall have such powers and duties
as the Board or the chief executive officer may specify.

6.06      Secretary - The secretary shall attend and be the secretary of all
meetings of the Board, shareholders and committees of the Board and shall enter
or cause to be entered in records kept for that purpose, minutes of all
proceedings thereat; he shall give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers, auditors and
members of committees of the Board; he shall be the custodian of the stamp or
mechanical device generally used for affixing the corporate seal of the
Corporation and of all books, papers, records, documents and instruments be
longing to the Corporation, except when some other officer or agent has been
appointed for that purpose; and he shall have such other powers and duties as
the Board or the chief executive officer may specify.

6.07      Treasurer - The treasurer shall keep proper accounting records at the
registered office of the Corporation, or at the records office of the
Corporation if a separate records office has been designated, and shall be
responsible for the deposit of money, the safekeeping of securities and the
disbursement of the funds of the Corporation; he shall render to the Board
whenever required an account of all his transactions as treasurer and of the
financial position of the Corporation; and he shall have such other powers and
duties as the Board or the chief executive officer may specify.

6.08      Powers and Duties of Other Officers - The powers and duties of all
other officers shall be such as the terms of their engagement call for or as the
Board or the chief executive officer may specify.

6.09      Variation of Powers and Duties - The Board may from time to time vary,
add to or limit the powers and duties of any officer, provided however, that the
Board may not delegate those matters referred to in Section llO(3) of the Act.

6.10      Term of Office - The Board, in its discretion, may



                                     - 12 -

remove any officer of the Corporation, without prejudice to such officer's
rights under any employment contract. Otherwise each officer appointed by the
Board shall hold office until his successor is appointed.

6.11      Term of of Employment and Remuneration - The terms of employment and
the remuneration of officers appointed by the Board shall be settled by it from
time to time.

6.12      Conflict of Interest - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 115 of the Act.

6.13      Agents and Attorneys - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit. Any such appointment may (if the Board thinks fit) be made in
favour of the members or any of the members of any committee established as
aforesaid, or in favour of any corporation or of the members, directors,
nominees or managers of any corporation or firm, or otherwise in favour of any
fluctuating bodies of persons, whether nominated directly or indirectly by the
Board. Any such Power of Attorney may contain such powers for the protection or
convenience of persons dealing with such attorneys as the Board may think fit.

                                  Section Seven
                                  -------------

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01      Insurance - The Corporation may purchase and maintain such insurance
as the Board may from time to time determine for the benefit and director of its
officers and directors in their capacity acting as directors and officers of the
Corporation, or as directors and officers of other bodies corporate, except when
the liability relates to the failure of a director or officer to act honestly
and in good faith with a view to the best interests of the Corporation.

                                  Section Eight
                                  -------------

                                     SHARES

8.01      Allotment - unless otherwise stated in the Articles or unanimous
shareholders' agreement, the Board may from time to time allot or grant options
to purchase the whole or any part of the authorized and unissued shares of the
Corporation at such



                                     - 13 -

times and to such persons and for such consideration as the Board shall
determine, provided that no share shall be issued until it is fully paid as
prescribed by the Act.

8.02      Commissions - The Board may from time to time authorize the
Corporation to pay a commission to any person in consideration of his purchasing
or agreeing to purchase shares of the Corporation, whether from the Corporation
or from any other person, or procuring or agreeing to procure purchasers for any
such shares.

8.03      Registration of Transfer - No transfer of shares shall be registered
in the securities register except upon presentation of the certificate
representing such shares with a transfer endorsed thereon or delivered therewith
duly executed by the registered holder or by his attorney or success or duly
appointed, together with such reasonable assurance or evidence of signature,
identification and authority to transfer as the Board may from time to time
prescribe, upon payment of all applicable taxes and any fees prescribed by the
Board, upon compliance with the restriction on transfer referred to in Section
8.03 and upon satisfaction of any lien refered to in Section 8.06. Entry of the
transfer of any share in the register, including any branch register, shall, for
all purposes, constitute a complete and valid transfer and no transfer of any
share shall be valid unless entered in the register or such branch register. All
instruments of transfer which are registered shall be retained by the
Corporation, but any instrument of transfer which the Board may decline to
register shall on demand be referred to the person depositing the same.

8.04      Transfer Agents and Registrars - The Board may from time to time
appoint a registrar to maintain the securities register and a transfer agent to
maintain the register of transfers and may also appoint one or more branch
registrars to maintain branch securities registers and one or more branch
transfer agents to maintain branch registers of transfers, but one person may be
appointed both registrar and transfer agent. The Board may at any time terminate
such appointment.

8.05      Lien for Indebtedness - In the event that the Articles or unanimous
shareholders agreement so provide, the Corporation shall have a lien on shares
registered in the name of a shareholder indebted to the corporation and such
lien shall extend to all dividends from time to time declared in respect of such
shares, and such lien may be enforced by the sale of the shares thereby affected
(provided that such sale shall be subject to the restrictions on the
transferability of shares) or by any other action, suit, remedy or proceeding
authorized or



                                     - 14 -

permitted by law or by equity and, pending such enforcement the Board may refuse
to register a transfer of the whole or any part of such shares. Unless otherwise
agreed in writing by the transferee, the voluntary registration of a transfer of
shares shall operate as a waiver of the Corporation's Lien (if any) upon such
shares. Unless otherwise provided by a unanimous shareholder agreement, no sale
shall be made of any shares subject to a lien as aforesaid until such time as
the debt, liability or engagement ought to be paid, discharged or fulfilled, and
until a demand and notice in writing stating the amount due, and demanding
payment, and giving notice of intention to sell in default shall have been
served on such shareholder or the person, if any, entitled to the share in
consequence of death or bankruptcy of the said shareholder, and default shall
have been made by him or them in payment or discharge of such debt, liability or
engagement for seven (7) days after such notice. Upon any sale made by the Board
of any shares to satisfy the lien of the Corporation, the proceeds shall there
upon be applied: (firstly) in payment of all costs of such sale, (secondly) in
satisfaction of the debts or obligations of the shareholder and (thirdly) the
residue (if any) shall be paid to the shareholder or as he shall direct. Upon
any such sale the Board may enter the purchaser's name in the register as holder
of the shares, and the purchaser shall not be bound to see to the regularity or
validity of, or be affected by, any irregularity or invalidity in the
proceedings, or be bound to see to the application of the purchase money, and
after his name has been entered in the register, the validity of the sale shall
not be impeached by any person, and the remedy of any person aggrieved by the
same shall be in damages only against the Corporation exclusively.

8.06      Non-recognition of Trusts - The Corporation shall treat as absolute
owner of any share the person in whose name the share is registered in the
securities register as if that person had full legal capacity and authority to
exercise all rights of ownership, irrespective of any indication to the contrary
through knowledge or notice or description in the Corporation's records or on
the share certificate. The receipt by any shareholder in whose name a share
stands on the books of the Corporation of any dividend or money payable in
respect of such share shall be a valid and binding discharge to the Corporation
for any such dividend or money paid, and the Corporation shall not be bound to
see to the application of the money paid on such receipt.

8.07      Share Certificates - Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledg-



                                     - 15 -

ment of his right to obtain a share certificate, stating the number and class or
series of shares held by him as shown on the securities register. Share
certificates and acknowledgements of a shareholder's right to a share
certificate, respectively, shall be in such form as the Board shall from time to
time approve. Any share certificate shall be signed in accordance with Section
2.04 and need not be under the corporate seal, provided that, unless the Board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
counter-signed by or on behalf of such transfer agent and/or registrar. A
Security Certificate shall be signed manually by at least one director or
officer of the Corporation or by or on behalf of a Registrar, Transfer Agent or
Branch Transfer Agent of the Corporation, or by a Trustee who certifies that in
accordance with the Trust Indenture, and additional signatures required on a
Security Certificate may be printed or otherwise mechanically reproduced on it,
and every such mechanical reproduced signature shall for all purposes be deemed
to be the signature of the officer whose signature it reproduces and shall be
binding upon the Corporation. A share certificate executed as aforesaid shall be
valid notwithstanding that one or both of the officers whose facsimile
signature appears thereon no longer holds office at the date of the certificate.
A certificate for shares shall be prima facie evidence of the title of the
shareholder to the shares therein designated.

8.08     Replacement of Share Certificates - The Board or any officer or agent
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken on payment of such fee, not exceeding
$30.00 and on such terms as to indemnity, reimbursement of expenses and
evidence of loss and of title as the Board may from time to time prescribe,
whether generally or in any particular case.

8.09      Joint Shareholders - If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of
such persons shall be sufficient delivery to all of them. Any one of such
persons may give effectual receipts for the certificate issued in respect
thereof or for any dividend, bonus, return of capital or other money payable or
warrant issuable in respect of such share. Joint holders of any shares shall be
liable severally as well as



                                     - 16 -

jointly in respect of all payments required to be made in respect of liens upon
such shares.

8.10      Deceased Shareholders - In the event of the death of a holder, or of
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make
payment of any dividends thereon except upon production of all such documents as
may be required by law and upon compliance with the reasonable requirements of
the Corporation and its transfer agents. The executors or administrators of a
deceased shareholder (not being one of several joint holders) shall be the only
person recognized by the Corporation as having any title to the shares
registered in the name of such shareholder, but nothing herein contained shall
be taken to release the estate of a deceased joint holder from any liability in
respect of any share held by him jointly with any other person or persons. Any
person becoming entitled to shares in consequence of the death, bankruptcy, or
insolvency of any shareholder (herein referred to as the person entitled to
transmission) shall within three (3) months of becoming so entitled, produce to
the Corporation such evidence as may be reasonably required by the directors to
prove his title (including, in the case of death, Probate or Letters of
Administration or Scotch confirmation, or a certified copy thereof, and
evidence satisfactory to the Board of payment and discharge of all liabilities
or obligation as to succession duties, inheritance or other similar tax) and
declare in writing his election, either to be himself registered as a
shareholder, or to have some other person named by him, registered as a
shareholder. If any person entitled to any shares by transmission shall give the
required proof of his title and shall declare his election to be himself
registered as a shareholder, the Board may forthwith place his name on the
Register in respect of the said shares; and if such person as aforesaid shall
give the required proof, and nominate another person to be registered, the
person so nominated shall execute a transfer and the name of the transferee may
forthwith be placed on the register in respect of the said shares. The guardians
of an infant shareholder and the committee of a lunatic shareholder may, upon
producing to the Board such evidence of their position as may be reasonably
required, be placed upon the register in respect of the shares held by such
infant or lunatic shareholder as the case may be. Until any person becoming
entitled to shares by transmission shall have complied with the terms of this
Section 8.10, the Corporation may retain any dividend or bonus declared upon
such shares and shall not be bound to recognize title of the person claiming
under such transmission, and if such persons so becoming entitled to any partly
paid shares shall not have complied with the



                                     - 17 -

terms of this Section 8.10 for a period of three (3) months from the time of
becoming entitled, the Board may cause to be served on him a notice requiring
him to comply with the said terms within a period of not less than one (1) month
from the date of such notice, and stating that if he does not comply with the
requirements of the said notice, the Shares in respect of which the notice is
given will be liable to forfeiture; and if the person on whom such notice has
been served shall not comply with the requirements thereof within the time
therein named, the shares in respect of which the said notice has been given
shall be liable to be forfeited by resolution of the Board passed at any time
before the requirements of the said notice shall have been complied with. The
Board shall have the right to refuse to register the person entitled to any
shares by reason of the death, bankruptcy, insolvency, lunacy or infancy of any
shareholder or his nominee as if he were the transferee named in an ordinary
transfer presented for registration.

                                  Section Nine
                                  ------------

                        RESTRICTION ON TRANSFER OF SHARES

9.01      Prohibition - No shares shall be sold, transferred, assigned, pledged
or hypothecated by a shareholder without the unanimous consent of the directors.

9.02      Transfer to Affiliates - Notwithstanding the provisions of
Section 9.01, a Shareholder may transfer any of its shares to its affiliate or
to a body corporate which is controlled by the shareholder transferring the
shares.

                                   Section Ten
                                   -----------

                              DIVIDENDS AND RIGHTS

10.01     Dividends - The Board may from time to time declare dividends payable
to the shareholders according to their respective rights and interest in the
Corporation, except that the Corporation shall not declare or pay a dividend if
there are reasonable grounds for believing that:

          (a)  the corporation is, or would after the payment be unable to pay
          its liabilities as they become due; or

          (b)  the realizable value of the Corporation's assets would thereby be
          less than the aggregate of it's liabilities and stated capital of all
          classes.

Dividends may be paid out of profits of the Corporation and may be paid in money
or property or by issuing fully paid shares of



                                     - 18 -

the Corporation, or by credit to a shareholders loan account. Where any
difficulty arises in regard to the distribution of dividends, the Board may
settle the same as it thinks expedient, and may fix the value of any property or
specific assets or property in trustees upon such trust for the persons entitled
to the dividends as may seem expedient to the Board. The Board may from time to
time pay to the shareholders such interim dividends as appear to the Board to be
justified by the profits of the Corporation. No dividend shall bear interest as
against the Corporation. The Board may set aside out of the profits of the
corporation such sums as it thinks proper as a reserve or reserves which shall,
at the discretion of the Board, be applicable for meeting contingencies or for
any other purpose to which the profits of the Corporation may be properly
applied, and pending such application, such reserves may, at the discretion of
the Board, either be employed in the business of the Corporation, or be invested
in such investments as the Board may from time to time think fit.

10.02     Dividend Cheques - A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his recorded address unless such holder otherwise directs. In the case of joint
holders the cheque shall, unless such joint holders otherwise direct, be made
payable to the order of all such joint holders and mailed to them at their
recorded address. The mailing of such cheque as aforesaid, unless the same is
not paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any tax
which the Corporation is required to and does withhold.

10.03     Non-Receipt of Cheques - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corpration shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidences of non-receipt and of title
as the Board may from time to time prescribe, whether generally or in any
particular case.

10.04     Unclaimed Dividends - Any dividend unclaimed after a period of two (2)
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.

                                 Section Eleven
                                 --------------

                            MEETINGS OF SHAREHOLDERS

11.01     Annual Meetings - The annual meeting of shareholders



                                     - 19 -

shall be held at such time in each year and, subject to 11.03, at such place as
the Board, the chairman of the Board, the managing director or the president may
from time to time determine, for the purpose of considering the financial
statements and reports referred to in Section 6.04 hereof to be placed before
the business as may properly be brought before the meeting.

11.02     Special Meetings - The Board, the chairman of the board, the managing
director, the president, or any two directors shall have power to call a special
meeting of shareholders at any time.

11.03     Place of Meetings - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the Board shall so determine, at some
other place in Alberta or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Alberta.

11.04     Notice of Meetings - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in the Act not less than 21
nor more than 50 days before the date of the meeting to each director, to the
auditor and to each shareholder who at the close of business on the record date,
if any, for notice is entered in the securities register as the holder of one or
more shares carrying the right to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasonable judgment thereon and shall state
the text of any special resolution to be submitted to the meeting. A shareholder
may in any manner waive notice of or otherwise consent to a meeting of
shareholders.

11.05     List of shareholders Entitled to Notice - For every meeting of
shareholders, the Corporation, if it has more than fifteen (15) shareholders
entitled to vote at a meeting of shareholders, shall prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares held by each shareholder which are
entitled to be voted at the meeting. If a record date for the meeting is fixed
pursuant to Section 11.06, the shareholders listed shall be those registered at
the close of business on a day not later than 10 days after such record date. If
no record date is fixed, the shareholders listed shall be those registered at
the close of business on the day immediately preceding the



                                     - 20 -

day in which notice of the meeting is given, or where no such notice is given,
the day on which the meeting is held. The list shall be available for
examination by any shareholder during usual business hours at the registered
office of the Corporation or at the place where the securities register is kept
and at the place where the meeting is held.

11.06     Record Date for Notice - The Board may fix in advance a record date,
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, for the determination of the shareholders entitled to
notice of the meeting. If no record date is so fixed, the record date for
determination of the shareholders entitled to notice of the meeting shall be the
close of business on the day immediately preceding the day on which the notice
is given, or if no notice is sent the day on which the meeting is held, and the
record date for the determination of shareholders for any purpose other than to
establish a shareholder's right to receive notice of a meeting or to vote, shall
be at the close of business on the day on which the directors pass the
resolution relating to that purpose.

11.07     Meetings without Notice - A meeting of shareholders may be held
without notice at any time and place determined in accordance with Section
11.03:

          (a)  if all the shareholders entitled to vote thereat are present in
          person or represented by proxy or if those not present or represented
          by proxy waive notice of or otherwise consent to such meeting being
          held, and

          (b)  if the directors and the auditors (if not dispensed with under
          Section 157 of the Act) are present or waive notice of or otherwise
          consent to such meeting being held.

At such a meeting any business may be transacted which the Corporation at a
meeting of shareholders may transact. If the meeting is held at a place outside
Alberta, shareholders not present or represented by proxy, but who have waived
notice of or otherwise consented to such meeting, shall also be deemed to have
consented to the meeting being held at such place.

11.08     Chairman, Secretary and Scrutineers - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting: president, managing
director, chairman of the board, or a vice-president who is a shareholder. If no
such officer is present within 15 minutes from the time fixed



                                     - 21 -

for holding the meeting, the persons present and entitled to vote shall choose
one of their number to be chairman. If the secretary of the Corporation is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as secretary of the meeting. If desired, one or more scrutineers, who
need not be shareholders, may be appointed by a resolution or by the chairman
with consent of the meeting.

11.09     Persons Entitled to be Present - The only persons entitled to be
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditors of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the Act or the
articles or by-laws to be present at the meeting. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.

11.10     Quorum - A quorum for the transaction of business at any meeting of
shareholders shall be two persons present in person, each being a shareholder
entitled to vote thereat or duly appointed proxy for an absent shareholder so
entitled. Where the Corporation has only one shareholder or only one holder of
any class or series of shares, the shareholder present in person or by proxy
constitutes a meeting.

11.11     Right to Vote - At any meeting of shareholders in respect of which the
Corporation has prepared the list referred to in Section 11.05, every person who
is named in such list shall be entitled to vote the shares shown thereon
opposite his name except, where the Corporation has a fixed record date in
respect of such meeting pursuant to Section 11.06 to the extent that such person
has transferred any of his shares after such record date and the transferee,
upon procuring properly endorsed certificates evidencing such shares or
otherwise establishing that he owns such shares, demands, not later than 10 days
before the meeting, that his name be included to vote the transferred shares at
the meeting. In the absence of a list prepared as aforesaid in respect of a
meeting of shareholders, every person shall been titled to vote at the meeting
who at the time is entered in the securities register as the holder of one or
more shares carrying the right to vote at such meeting. Each share of the
Corporation carrying the right to vote, entitles the holder thereof to one vote
at a meeting of shareholders. If a body corporate or association is a
shareholder of the Corporation, the Corporation shall recognize any individual
authorized by a resolution of the directors or governing body of the body
corporate or association to represent it at meetings of shareholders of the
Corporation, and any individual so authoriz-



                                     - 22 -

ed may exercise on behalf of the body corporate or association he represents all
the powers it could exercise if it were an individual shareholder.

11.12     Proxies - Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
who need not be shareholders, to attend and act at the meeting in the manner and
to the extent authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or his attorney and shall
conform with the requirements of the Act. Every instrument appointing a proxy,
whether for a specified meeting or otherwise shall as nearly as circumstances
permit be in the following form:

          "I ________________ of __________________ being a shareholder in
          ________________ hereby appoint my proxy to vote for me and on my
          behalf at the annual (or special as the case may be) meeting of the
          Corporation to be held on the _____________ day of __________, A.D.
          19____, and at every adjournment there of and at every poll, which may
          take place in consequence thereof.

          AS WITNESS my hand this __ day of ________________, A.D. 19__."

11.13     Time for Deposit of Proxies - The Board may specify in a notice
calling a meeting of shareholders a time, preceding the time of such meeting by
not more than 48 hours exclusive of non-business days prior to the time so
specified, it shall have been deposited with the Corporation or an agent thereof
specified in such notice or, if no such time is specified in such notice,
only if it has been received by the secretary of the Corporation or by the
chairman of the meeting or any adjournment thereof prior to the time of voting.

11.14     Joint shareholders - If two or more persons hold shares jointly, any
one of them present in person or represented by proxy at a meeting of
shareholders may, in the absence of the other or others, vote the shares; but if
two or more of those persons are present in peson or represented by proxy and
intend to vote, the person whose name first appears on the securities register
in respect of the jointly held shares shall vote the shares.

11.15     Votes to Govern - At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
the majority of the votes cast on the question.



                                     - 23 -

11.16     Show of Hands - Any questions at a meeting of shareholders shall be
decided by a show of hands unless a ballot thereon is required or demanded as
hereinafter provided. Upon a show of hands every person who is present and
entitled to vote shall have one vote. Whenever a vote by show of hands shall
have been taken upon a queston, unless a ballot thereon is so required or
demanded, a declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried,
and an entry to that effect in the minutes of the meeting, shall be prima facie
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against any resolution or other proceeding in respect
of the said question, and the result of the vote so taken shall be the decision
of the shareholders upon the said question.

11.17     Ballots - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may require or demand
a ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken, each person
present shall be entitled, in respect of the shares which he is entitled to vote
at the meeting upon the question, to one vote for each share so held, and the
results of the ballot so taken shall be the decision of the shareholders upon
the said question.

11.18     Adjournment - If a meeting of shareholders is adjourned for less than
30 days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the earliest meeting that is adjourned. If a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.

11.19     Resolution in Writing - Subject to the provisions hereinafter
contained in this Section 11.19, a resolution in signed by all the shareholders
entitled to vote on that resolution at any meeting of shareholders is as valid
as if it had been passed at a meeting of the shareholders. A resolution dealing
with all matters required by the Act to be dealt with at a meeting of the
shareholders, and signed by all the shareholders entitled to vote at that
meeting, satisfies all the requirements of this Act relating to the meetings of
shareholders.



                                     - 24 -

11.20     Participation in Meeting by Telephone - A shareholder or other person
entitled to attend a meeting of shareholders may participate in the meeting by
means of telephone or other communication facilities that permit all persons
participating in the meeting to hear each other.

                                 Section Twelve
                                 --------------

                                     NOTICES

12.01     Method of Giving Notices - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) to a shareholder, director, officer, auditor or member of a committee of
the Board shall be sufficiently given if delivered personally to the person to
whom it is to be given or if delivered to his recorded address or if mailed to
him at his recorded address by prepaid ordinary or air mail or if sent to him at
his recorded address by any means of prepaid transmitted or recorded
communication. A notice so delivered shall be deemed to have been received by
him at the time it would have been delivered in the ordinary course of mail
unless there are reasonable grounds for believing that the shareholder or
director did not receive the notice of document at that time or at all, or
unless there is a consent in writing of the person entitled to receive notice to
abridge the time, and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when dispatched or delvered to
the appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded address
of any shareholder, director, officer, auditor or member of a committee of the
Board in accordance with any information believed by him to be reliable.

12.02     Notice to Joint Shareholders - If two or more persons are registered
as joint holder of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.

12.03     Computation of time - In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event shall be included.

12.04     Undelivered Notices - If any notice given to a shareholder pursuant to
Section 12.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the corporation in writing of his new address.



                                     - 25 -

12.05     Omissions and Errors - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
Board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.

12.06     Persons Entitled by Death or Operation of Law - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.

12.07     Waiver of Notice - Any shareholder (or his duly appointed
proxyholder), director, officer, auditor or member of a committee of the Board
may at any time waive any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
there-under, the articles, the by-laws or otherwise and such waiver or
abridgement shall cure any default in the giving or in the time of such notice,
as the case may be. Any such waiver or abridgment shall be in writing except
that a waiver of notice of a meeting of shareholders or of the Board may be
given in any manner.

                                Section Thirteen
                                ----------------

                                 EFFECTIVE DATE

13.01     Effective Date - This by-law shall come into force when confirmed by
the shareholders in accordance with the Act.

          ENACTED by the Board the 27 day of May A.D. 1982.


/s/ [Illegible]                           /s/ [Illegible]
- --------------------------------------    --------------------------------------
PRESIDENT                                 SECRETARY

          CONFIRMED by the shareholders in accordance with the Act the 27 day of
May A.D. 1982.


                                          /s/ [Illegible]
                                          --------------------------------------
                                          SECRETARY



                                  BY-LAW NO. 2
                                  ------------

                A BY-LAW RESPECTING BORROWING BY THE CORPORATION
                ------------------------------------------------

The Directors of the Corporation may from time to time:

(a)  Borrow money upon the credit of the Corporation;

(b)  Limit or increase the amount to be borrowed;

(c)  Guarantee the indebtedness of others;

(d)  Issue bonds, debentures, debenture stock or other securities of the
     Corporation in such amounts and upon such terms and pledge or sell the same
     for such sums and at such prices as the directors may deem expedient, but
     no invitation shall be extended to the public to subscribe for any such
     securities;

(e)  Secure any such bonds, debentures, debenture stock or other securities or
     any other present or future borrowing or liability of the Corporation, by
     mortgage, hypothec, charge or pledge of all or any currently owned or
     subsequent acquired real and personal property, movable and immovable,
     property of the Corporation, and the undertaking and rights of the
     Corporation;

(f)  Delegate to such one or more of the officers and directors of the
     Corporation as may be designated by the foregoing clauses of this by-law to
     such extent and in such manner as the directors shall determine at the time
     of each such delegation;

(g)  Give indemnities to any director or other person who has undertaken or is
     about to undertake any liability on behalf of the Corporation and to secure
     any such director or other person against loss by giving him, by way of
     security, a mortgage or charge upon all of any currently owned or
     subsequently acquired real and personal, movable or immovable property,
     undertaking, and rights of the Corporation.

DATED this 27 day of May, A.D. 1982.


                                        /s/ Roger Gouin
                                        ----------------------------------------
                                        ROGER GOUIN


                                        /s/ Martin Gouin
                                        ----------------------------------------
                                        MARTIN GOUIN



                          THE BUSINESS CORPORATIONS ACT
                          -----------------------------
                                   (ALBERTA)

                                   MEMORANDUM
                                   ----------

          The Business Corporations Act ("BCA") contains many rules and
regulations, which govern the business and affairs of the Corporation. The
purpose of this memorandum is to categorize and reproduce certain of those
provisions for the convenience of reference only.

          THE USER OF THIS MEMORANDUM IS CAUTIONED THAT:

     (a)  The BCA may be amended subsequent to the date of preparation of this
          memorandum; and

     (b)  The articles of incorporation, the general by-laws, and the unanimous
          shareholder agreement (if any) may contain provisions which are
          relevant to any matter under consideration.

Therefore, in any particular transaction involving the Corporation, reference
should be made to a copy of the BCA, the articles of incorporation, the by-laws
of the Corporation and, if applicable, the unanimous shareholder agreement.

                                      INDEX
                                      -----

Subject                             Section of BCA           Memorandum Page No.
- --------------------------   -----------------------------   -------------------

Directors
- ---------

Ceasing to Hold Office       103                                      12
Conflict of Interest         115                                      18
Duty of Care                 117                                      22

                                                                    July 1, 1983



                                       2.

Subject                                   BCA                      Page No.
- --------------------------   -----------------------------   -------------------

Directors cont.
- ---------------
Election and Term            101(3), (4), (5), (6), (7),              11
                             (8), (9)
Indemnification              119                                      23
Number                       97(2)                                     8
Powers - General             97(1)                                     8
         Borrowing           98.1                                      8
Qualifications               100                                       9
Removal                      104                                      12
Remuneration                 120                                      24
Rights upon Resignation or
 Removal                     105(2), (3), (4)                         13
Vacancies                    106(1), (2), (3), (4), (5)               14

Meetings of Directors
- ---------------------
Adjournment                  109(7)                                   16
Notice                       109(5), 110(3)                           16&17
Participation by Telephone   109(9)                                   17
Place                        109(1)                                   15
Quorum                       109(2)                                   15
Residence Requirements       1(t), 109(3), (4)                        3&15
Resolution in Lieu of
 Meeting                     112(1)                                   18
Single Director Meeting      l09(8)                                   16
Waiver of Notice             109(6)                                   16

Meetings of Shareholders
- ------------------------
Adjournment                  129(4), (5)                              28
Annual and Special
 Meetings                    127                                      26
Notice of Business           129(6), (7)                              29
Notice of Meetings           129(1), (2), (3)                         28
Participation by Telephone   126(3)                                   25
Place                        126(1), (2), (4)                         25
Proxies                      142                                      33
Quorum                       133                                      31
Record Date for Meeting      128(2), (3), (4)                         27
Resolution in Lieu of
 Meeting                     136(1), (2)                              33
Right to Vote                134                                      32
Shareholders List            132(1), (2), (3)                         29

                                                                    July 1, 1983



                                       3.

Section of Subject                      Memorandum BCA              Page No.
- ------------------------------   ---------------------------   -----------------

Meetings of Shareholders cont.
- ------------------------------
Voting Procedure                 135                                   32
Waiver of Notice                 130                                   29

Notices
- -------
To Corporation                   247                                   35
To Directors and
 Shareholders                    246                                   34
Waiver of Notice                 248                                   36

Officers
- --------
Appointment                      116                                   21
Conflict of Interest             115                                   18
Duty of Care                     117                                   22
Indemnification                  119                                   23

Seal                             23                                     4
- ----
Shares
- ------
Issuance                         25                                     4
Restrictions                     45(8), (9)                             6
Security Certificates            45(1), (3), (4), (7), (10),            5&7
                                 (11)

                    SECTIONS OF THE BUSINESS CORPORATIONS ACT
                    -----------------------------------------

 Meetings of Directors - Residence Requirements
 ----------------------------------------------

"1.  (t)  'resident Albertan' means an individual who is ordinarily resident in
          Alberta or, if not ordinarily resident in Alberta, is a member of a
          prescribed class of persons and, in any case,

          (i)  is a Canadian citizen, or

          (ii) has been lawfully admitted to Canada for permanent residence;

                                                                    July 1, 1983



                                       4.

Seal
- ----

23.  (1)  A corporation may adopt and change a corporate seal that shall contain
the name of the corporation.

     (2)  A document executed on behalf of a corporation by a director, an
officer or an agent of the corporation, is not invalid only because the
corporate seal is not affixed to the document.

     (3)  Share certificates of a corporation may be issued under its corporate
seal or a facsimile of that corporate seal.

     (4)  A document requiring authentication by a corporation may be signed by
a director or the secretary or other authorized officer of the corporation and
need not be under its corporate seal.

     (5)  A corporation may adopt a facsimile of its corporate seal for use in
any other jurisdiction outside Alberta that complies with the laws of the
jurisdiction.

Shares - Issuance
- -----------------

25.  (1)  Subject to the articles, the by-laws and any unanimous shareholder
agreement and to section 28, shares may be issued at the times and to the
persons and for the consideration that the directors determine.

     (2)  Shares issued by a corporation are non-assessable and the holders are
not liable to the corporation or to its creditors in respect of those shares.

     (3)  A share shall not be issued until the consideration for the share is
fully paid in money or in property or past service that is not less in value
that the fair equivalent of the money that the corporation would have received
if the share had been issued for money.

                                                                    July 1, 1983



                                       5.

     (4)  In determining whether property or past service is the fair equivalent
of a money consideration, the directors may take into account reasonable charges
and expenses of organization and reorganization and payments for property and
past services reasonably expected to benefit the corporation.

     (5)  For the purposes of this section, "property" does not include a
promissory note or promise to pay given by the allottee.

Shares - Security Certificates
- ------------------------------

45.  (1)  A security holder is entitled at his option to a security certificate
that complies with this Act or a non-transferable written acknowledgment of his
right to obtain a security certificate from a corporation in respect of the
securities of that corporation held by him.

     (3)  A corporation is not required to issue more than one security
certificate in respect of securities held jointly by several persons, and
delivery of a certificate to one of several joint holders is sufficient delivery
to all.

     (4)  A security certificate shall be signed manually by at least one
director or officer of the corporation or by or on behalf of a registrar,
transfer agent or branch transfer agent of the corporation, or by a trustee who
certifies it in accordance with a trust indenture, and any additional signatures
required on a security certificate may be printed or otherwise mechanically
reproduced on it.

     (7)  There shall be stated on the face of each share certificate issued by
a corporation:

     (a)  the name of the corporation

     (b)  the words "Incorporated under The Business Corporations Act"

                                                                    July 1, 1983



                                       6.

     (c)  the name of the person to whom it was issued, and

     (d)  the number and class of shares and the designation of any series that
          the certificate represents.

Shares - Restrictions
- ---------------------

     (8)  If a security certificate issued by a corporation or by a body
corporate before the body corporate was continued under this Act is or becomes
subject to:

     (a)  a restriction on its transfer other than a constraint under section
          168, or

     (b)  a lien in favour of the corporation,

the restriction or lien is ineffective against a transferee of the security who
has no actual knowledge of it unless:

     (c)  it or a reference to it is noted conspicuously on the security
          certificate

     (d)  the security certificate contains a conspicuous statement that it is
          non-negotiable, or

     (e)  the transferee is not

          (i)  a bona fide purchaser, or

          (ii) a purchaser against whom the owner of the security may not assert
               the ineffectiveness of an endorsement under section 64.

                                                                    July 1, 1983



                                       7.

     (9)  A distributing corporation shall not restrict the transfer of its
shares except by way of a constraint permitted under section 168.

Shares - Security Certificates
- ------------------------------

     (10) There shall be stated legibly on a share certificate issued by a
corporation that is authorized to issue shares of more than one class or series:

     (a)  the rights, privileges, restrictions and conditions attached to the
          shares of each class and series that exists when the share certificate
          is issued, or

     (b)  that the class or series of shares that it represents has rights,
          privileges, restrictions or conditions attached to it and that the
          corporation will furnish to a shareholder, on demand and without
          charge, a full copy of the text of:

          (i)  the rights, privileges, restrictions and conditions attached to
               each class authorized to be issued and to each series in so far
               as they have been fixed by the directors, and

          (ii) the authority of the directors to fix the rights, privileges,
               restrictions and conditions of subsequent series.

     (11) If a share certificate issued by a corporation contains the statement
mentioned in subsection (10)(b), the corporation shall furnish to a shareholder
on demand and without charge a full copy of the text of:

     (a)  the rights, privileges, restrictions and conditions attached to each
          class authorized to be issued and to each series in so far as they
          have been fixed by the directors, and

                                                                    July 1, 1983



                                       8.

     (b)  the authority of the directors to fix the rights, privileges,
          restrictions and conditions of subsequent series.

Directors - General Powers
- --------------------------

97.  (1)  Subject to any unanimous shareholder agreement, the directors shall
manage the business and affairs of a corporation.

Directors - Number
- ------------------

     (2)  A corporation shall have one or more directors but a distributing
corporation shall have not fewer than 3 directors, at least 2 of whom are not
officers or employees of the corrporation or its affiliates.

Directors - Borrowing Powers
- ----------------------------

98.1 (1)  Unless the articles or by-laws of, or a unanimous shareholder
agreement relating to, a corporation otherwise provided, the directors of a
corporation may without authorization of the shareholders:

     (a)  borrow money on the credit of the corporation,

     (b)  issue, reissue, sell or pledge debt obligations of the corporation,

     (c)  subject to section 42, give a guarantee on behalf of the corporation
          to secure performance of an obligation of any person, and

     (d)  mortgage, hypothecate, pledge or otherwise create a security interest
          in all or any property of the corporation, owned or subsequently
          acquired, to secure any obligation of the corporation.

                                                                    July 1, 1983



                                       9.

     (2)  Notwithstanding sections 11O(3) and 116(a) unless the articles or
by-laws of or a unanimous shareholder agreement relating to a corporation
otherwise provide, the directors may, by resolution, delegate the powers
referred to in subsection (1) to a director, a committee of directors or an
officer.

Directors - Qualifications
- --------------------------

100. (1)  The following persons are disqualified from being a director of a
corporation:

     (a)  anyone who is less than 18 years of age;

     (b)  anyone who:

          (i)   is a dependent adult as defined in The Dependent Adults Act or
                is the subject of a certificate of incapacity under that Act,

          (ii)  is a formal patient as defined in The Mental Health Act, 1972,

          (iii) is the subject of an order under The Mentally Incapacitated
                Persons Act appointing a committee of his person or estate or
                both, or

          (iv)  has been found to be a person of unsound mind by a court
                elsewhere than in Alberta.

     (c)  a person who is not an individual;

     (d)  a person who has the status of bankrupt.

     (2)  Unless the articles otherwise provide, a director of a corporation is
not required to hold shares issued by the corporation.

                                                                    July 1, 1983



                                      10.

     (3)  At least half of the directors of a corporation must be resident
Albertans.

     (4)  Notwithstanding subsection (3), not more than 1/3 of the directors of
a holding corporation need be resident Albertans if the holding corporation
earns in Alberta, directly or through its subsidiaries, less than 5% of the
gross revenues of the holding corporation and all of its subsidiary bodies
corporate together as shown in:

     (a)  the most recent consolidated financial statements of the holding
          corporation referred to in section 151, or

     (b)  the most recent financial statements of the holding corporation and
          its subsidiary bodies corporate as at the end of the last completed
          financial period of the holding corporation.

     (5)  A person who is elected or appointed a director is not a director
unless:

     (a)  he was present at the meeting when he was elected or appointed and did
          not refuse to act as a director, or

     (b)  if he was not present at the meeting when he was elected or appointed:

          (i)  he consented to act as a director in writing before his election
               or appointment or within 10 days after it, or

          (ii) he has acted as a director pursuant to the election or
               appointment.

     (6)  For the purpose of subsection (5), a person who is elected or
appointed as a director and refuses under subsection (5)(a) or fails to consent
or act under subsection (5)(b) shall be deemed not to have been elected or
appointed as a director.

                                                                    July 1, 1983



                                      11.

Directors - Election and Term
- -----------------------------

101. (3)  Subject to subsection (9)(a) and section 102, shareholders of a
corporation shall, by ordinary resolution at the first meeting of shareholders
and at each succeeding annual meeting at which an election of directors is
required, elect directors to hold office for a term expiring not later than the
close of the 3rd annual meeting of shareholders following the election.

     (4)  If the articles so provide, the directors may, between annual general
meetings, appoint one or more additional directors of the corporation to serve
until the next annual general meeting, but the number of additional directors
shall not at any time exceed 1/3 of the number of directors who held office at
the expiration of the last annual meeting of the corporation.

     (5)  It is not necessary that all directors elected at a meeting of
shareholders hold office for the same term.

     (6)  A director not elected for an expressly stated term ceases to hold
office at the close of the first annual meeting of shareholders following his
election.

     (7)  Notwithstanding subsections (2), (3) and (6), if directors are not
elected at a meeting of shareholders, the incumbent directors continue in office
until their successors are elected.

     (8)  If a meeting of shareholders fails to elect the number or the minimum
number of directors required by the articles by reason of the disqualification
or death of any candidate, the directors elected at that meeting may exercise
all the powers of the directors if the number of directors so elected
constitutes a quorum.

     (9)  The articles or a unanimous shareholder agreement may provide for the
election or appointment of a director or directors:

                                                                    July 1, 1983



                                      12.

     (a)  for terms expiring not later than the close of the 3rd annual meeting
          of shareholders following the election, and

     (b)  by creditors or employees of the corporation or by a class or classes
          of those creditors or employees.

Directors - Ceasing to Hold Office
- ----------------------------------

103. (1)  A director of a corporation ceases to hold office when

     (a)  he dies or resigns,

     (b)  he is removed in accordance with section 104, or

     (c)  he becomes disqualified under section 1OO(1).

     (2)  A resignation of a director becomes effective at the time a written
resignation is sent to the corporation, or at the time specified in the
resignation, whichever is later.

Directors - Removal
- -------------------

104. (1)  Subject to section 102(g) or a unanimous shareholder agreement, the
shareholders of a corporation may by ordinary resolution at a special meeting
remove any director or directors from office.

     (2)  If the holders of any class or series of shares of a corporation have
an exclusive right to elect one or more directors, a director so elected may
only be removed by an ordinary resolution at a meeting of the shareholders of
that class or series.

     (3)  Subject to section 102(b) to (e), a vacancy created by the removal of
a director may be filled at the meeting of the shareholders at which the
director is removed or, if not so filled, may be filled under section 106.

                                                                    July 1, 1983



                                      13.

     (4)  A director elected or appointed under section 101(9) may be removed
only by those persons having the power to elect or appoint that director.

Directors - Rights upon Resignation or Removal
- ----------------------------------------------

105. (2)  A director who

     (a)  resigns,

     (b)  receives a notice or otherwise learns of a meeting of shareholders
          called for the purpose of removing him from office, or

     (c)  receives a notice or otherwise learns of a meeting of directors or
          shareholders at which another person is to be appointed or elected to
          fill the office of director, whether because of his resignation or
          removal or because his term of office has expired or is about to
          expire,

is entitled to submit to the corporation a written statement giving the reasons
for his resignation or the reasons why he opposes any proposed action or
resolution.

     (3)  A corporation shall forthwith send a copy of the statement referred to
in subsection (2)

     (a)  to every shareholder entitled to receive notice of any meeting
          referred to in subsection (1) and,

     (b)  if the corporation is a distributing corporation, to the Director

unless the statement is included in or attached to a management proxy circular
required by section 144.

                                                                    July 1, 1983



                                      14.

     (4)  No corporation or person acting on its behalf incurs any liability by
reason only of circulating a director's statement in compliance with subsection
(3).

Directors - Vacancies
- ---------------------

106. (1)  Notwithstanding section 109(3), a quorum of directors may, subject to
subsections (3) and (4), fill a vacancy among the directors, except a vacancy
resulting from an increase in the number or minimum number of directors or from
a failure to elect the number or minimum number of directors required by the
articles.

     (2)  If there is not a quorum of directors, or if there has been a failure
to elect the number or minimum number of directors required by the articles, the
directors then in office shall forthwith call a special meeting of shareholders
to fill the vacancy and, if they fail to call a meeting or if there are no
directors then in office, the meeting may be called by any shareholder.

     (3)  If the holders of any class or series of shares of a corporation or
any other class of persons have an exclusive right to elect one or more
directors and a vacancy occurs among those directors,

     (a)  subject to subsection (4), the remaining directors elected by that
          class or series may fill the vacancy except a vacancy resulting from
          an increase in the number or minimum number of directors for that
          class or series or from a failure to elect the number or minimum
          number of directors for that class or series, or

     (b)  if there are no such remaining directors, any holder of shares of that
          class or series or any member of that other class of persons, as the
          case may be, may call a meeting of those shareholders or those persons
          for the purpose of filling the vacancy.

     (4)  The articles or a unanimous shareholder agreement may provide that a
vacancy among the directors shall only be filled by:

                                                                    July 1, 1983



                                      15.

     (a)  a vote of the shareholders,

     (b)  a vote of the holders of any class or series of shares having an
          exclusive right to elect one or more directors if the vacancy occurs
          among the directors elected by that class or series, or

     (c)  the vote of any class of persons having an exclusive right to elect
          one or more directors if the vacancy occurs among the directors
          elected by that class of persons.

     (5)  A director appointed or elected to fill a vacancy holds office for the
unexpired term of his predecessor.

Meetings of Directors - Place
- -----------------------------

109. (1)  Unless the articles otherwise provide, the directors may meet at any
place and on any notice the by-laws require.

Meetings of Directors - Quorum
- ------------------------------

     (2)  Subject to the articles or by-laws, a majority of the number of
directors appointed constitutes a quorum at any meeting of directors, and,
notwithstanding any vacancy among the directors, a quorum of directors may
exercise all the powers of the directors.

Meetings of Directors - Residence Requirements
- ----------------------------------------------

     (3)  Directors, other than directors of a corporation referred to in
section 100(4), shall not transact business at a meeting of directors unless at
least half of the directors present are resident Albertans.

                                                                    July 1, 1983



                                      16.

     (4)  Notwithstanding subsection (3), directors may transact business at a
meeting of directors when less than half of the directors present are resident
Albertans if:

     (a)  a resident Albertan director who is unable to be present approves in
          writing or by telephone or other communications facilities the
          business transacted at the meeting, and

     (b)  the number of resident Albertan directors present at the meeting,
          together with any resident Albertan director who gives his approval
          under clause (a), totals at least half of the directors present at the
          meeting.

Meetings of Directors - Notice
- ------------------------------

     (5)  A notice of a meeting of directors shall specify any matter referred
to in section 110(3) that is to be dealt with at the meeting but, unless the
by-laws otherwise provide, need not specify the purpose or the business to be
transacted at the meeting.

Meetings of Directors - Waiver of Notice
- ----------------------------------------

     (6)  A director may in any manner waive a notice of a meeting of directors,
and attendance of a director at a meeting of directors is a waiver of notice of
the meeting, except when a director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.

Meetings of Directors - Adjournment
- -----------------------------------

     (7)  Notice of an adjourned meeting of directors is not required to be
given if the time and place of the adjourned meeting is announced at the
original meeting.

Meetings of Directors - Single Director Meeting
- -----------------------------------------------

     (8)  If a corporation has only one director, that director may constitute a
meeting.

                                                                    July 1, 1983



                                      17.

Meetings of Directors - Participation by Telephone
- --------------------------------------------------

     (9)  A director may participate in a meeting of directors or of a committee
of directors by means of telephone or other communication facilities, that
permit all persons participating in the meeting to hear each other if

     (a)  the by-laws so provide, or

     (b)  subject to the by-laws, all the directors of the corporation consent,

and a director participating in a meeting by those means is deemed for the
purposes of this Act to be present at that meeting.

Meetings of Directors - Notice
- ------------------------------

110. (3) Nowithstanding subsection (l), no managing director and no committee of
directors has authority to

     (a)  submit to the shareholders any question or matter requiring the
          approval of the shareholders,

     (b)  fill vacancy among the directors or in the office of auditor,

     (c)  issue securities except in the manner and on the terms authorized by
          the directors,

     (d)  declare dividends,

     (e)  purchase, redeem or otherwise acquire shares issued by the
          corporation, except in the manner and on the terms authorized by the
          directors,

                                                                    July 1, 1983



                                      18.

     (f)  pay a commission referred to in section 39,

     (g)  approve a management proxy circular referred to in Part 12,

     (h)  approve any financial statements referred to in section 149, or

     (i)  adopt, amend or repeal by-laws.

Meetings of Directors - Resolution in Lieu of Meeting
- -----------------------------------------------------

112. (1)  Subject to the articles, the by-laws or a unanimous shareholder
agreement, a resolution in writing, signed by all the directors entitled to vote
on that resolution at a meeting of directors or committee of directors, is as
valid as if it had been passed at a meeting of directors or committee of
directors.

Directors and Officers - Conflict of Interest
- ---------------------------------------------

115. (1)  A director or officer of a corporation who

     (a)  is a party to a material contract or proposed material contract with
          the corporation, or

     (b)  is a director or an officer of or has a material interest in any
          person who is a party to a material contract or proposed material
          contract with the corporation,

shall disclose in writing to the corporation or request to have entered in the
minutes of meetings of directors the nature and extent of his interest.

     (2)  The disclosure required by subsection (1) shall be made, in the case
of a director,

     (a)  at the meeting at which a proposed contract is first considered,

                                                                    July 1, 1983



                                       19.

     (b)  if the director was not interested in a proposed contract at the time
          of the meeting referred to in clause (a), at the first meeting after
          he becomes so interested,

     (c)  if the director becomes interested after a contract is made, at the
          first meeting after he becomes so interested, or

     (d)  if a person who is interested in a contract later becomes a director,
          at the first meeting after he becomes a director.

     (3)  The disclosure required by subsection (1) shall be made, in the case
of an officer who is not a director,

     (a)  forthwith after he becomes aware that the contract or proposed
          contract is to be considered or has been considered at a meeting of
          directors,

     (b)  if the officer becomes interested after a contract is made forthwith
          after he becomes so interested, or

     (c)  if a person who is interested in a contract later becomes an officer,
          forthwith after he becomes an officer.

     (4)  If a material contract or proposed material contract is one that, in
the ordinary course of the corporation's business, would not require approval by
the directors or shareholders, a director or officer shall disclose in writing
to the corporation, or request to have entered in the minutes of meetings of
directors, the nature and extent of his interest forthwith after the director or
officer becomes aware of the contract or proposed contract.

     (5)  A director referred to in subsection (1) shall not vote on any
resolution to approve the contract unless the contract is

                                                                    July 1, 1983



                                       20.

     (a)  an arrangement by way of security for money lent to or obligations
          undertaken by him, or by a body corporate in which he has an interest,
          for the benefit of the corporation or an affiliate,

     (b)  a contract relating primarily to his remuneration as a director,
          officer, employee or agent of the corporation or an affiliate,

     (c)  a contract for indemnity or insurance under section 119, or

     (d)  a contract with an affiliate.

     (6)  For the purpose of this section, a general notice to the directors by
a director or officer is a sufficient disclosure of interest in relation to any
contract made between the corporation and a person in which the director has a
material interest or of which he is a director or officer if

     (a)  the notice declares he is a director or officer of or has a material
          interest in the person and is to be regarded as interested in any
          contract made or to be made by the corporation with that person, and
          states the nature and extent of his interest,

     (b)  at the time disclosure would otherwise be required under subsection
          (2), (3) or (4), as the case may be, the extent of his interest in
          that person is not greater than that stated in the notice, and

     (c)  the notice is given within the 12-month period immediately preceding
          the time at which disclosure would otherwise be required under
          subsection (2), (3) or (4), as the case may be.

     (7)  If a material contract is made between a corporation and one or more
of its directors or officers, or between a corporation and another person

                                                                    July 1, 1983



                                       21.

of which a director or officer of the corporation is a director or officer or in
which he has a material interest,

     (a)  the contract is neither void nor voidable by reason only of that
          relationship, or by reason only that a director with an interest in
          the contract is present at or is counted to determine the presence of
          a quorum at a meeting of directors or committee of directors that
          authorized the contract, and

     (b)  a director or officer or former director or officer of the corporation
          to whom a profit accrues as a result of the making of the contract is
          not liable to account to the corporation for that profit by reason
          only of holding office as a director or officer,

if the director or officer disclosed his interest in accordance with subsection
(2), (3), (4) or (6), as the case may be, and the contract was approved by the
directors or the shareholders and it was reasonable and fair to the corporation
at the time it was approved.

     (8)  If a director or officer of a corporation fails to disclose his
interest in a material contract in accordance with this section, the Court may,
on the application of the corporation or a shareholder of the corporation, set
aside the contract on any terms it thinks fit.

     (9)  This section is subject to any unanimous shareholder agreement.

Officers - Appointment
- ----------------------

116.      Subject to the articles, the by-laws or any unanimous shareholder
agreement,

     (a)  the directors may designate the offices of the corporation, appoint
          as officers individuals of full capacity, specify their duties and
          delegate to them powers to manage the business

                                                                    July 1, 1983



                                       22.

          and affairs of the corporation, except powers to do anything referred
          to in section 110(3),

     (b)  a director may be appointed to any office of the corporation, and

     (c)  2 or more offices of the corporation may be held by the same person.

Directors and Officers - Duty of Care
- -------------------------------------

117. (1)  Every director and officer of a corporation in exercising his powers
and discharging his duties shall

     (a)  act honestly and in good faith with a view to the best interests of
          the corporation, and

     (b)  exercise the care, diligence and skill that a reasonably prudent
          persons would exercise in comparable circumstances.

     (2)  Every director and officer of a corporation shall comply with this
Act, the regulations, articles, by-laws and any unanimous shareholder agreement.

     (3)  Subject to section 140(7), no provision in a contract, the articles,
the by-laws or a resolution relieves a director or officer from the duty to act
in accordance with this Act or the regulations or relieves him from liability
for a breach of that duty.

     (4)  In determining whether a particular transaction or course of action is
in the best interests of the corporation, a director, if he is elected or
appointed by the holders of a class or series of shares or by employees or
creditors or a class of employees or creditors, may give special, but not
exclusive, consideration to the interests of those who elected or appointed him.

                                                                    July 1, 1983



                                       23.

Directors and Officers - Indemnification
- ----------------------------------------

119. (1)  Except in respect of an action by or on behalf of the corporation or
body corporate to procure a judgment in its favour, a corporation may indemnify
a director or officer of the corporation, a former director or officer of the
corporation or a person who acts or acted at the corporation's request as a
director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of that corporation or body
corporate, if

     (a)  he acted honestly and in good faith with a view to the best interests
          of the corporation, and

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, he had reasonable grounds for
          believing that his conduct was lawful.

     (2)  A corporation may with the approval of the Court indemnify a person
referred to in subsection (1) in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its favour, to which he
is made a party by reason of being or having been a director or an officer of
the corporation or body corporate, against all costs, charges and expenses
reasonably incurred by him in connection with the action if he fulfils the
conditions set out in subsections (l)(a) and (b).

     (3)  Notwithstanding anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in connection with the
defence of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the corporation or body corporate, if the person seeking indemnity

                                                                    July 1, 1983



                                       24.

     (a)  was substantially successful on the merits in his defence of the
          action or proceeding,

     (b)  fulfils the conditions set out in subsection (l)(a) and (b), and

     (c)  is fairly and reasonably entitled to indemnity.

     (4)  A corporation may purchase and maintain insurance for the benefit of
any person referred to in subsection (1) against any liability incurred by him

     (a)  in his capacity as a director or officer of the corporation, except
          when the liability relates to his failure to act honestly and in good
          faith with a view to the best interests of the corporation, or

     (b)  in his capacity as a director or officer of another body corporate if
          he acts or acted in that capacity at the corporation's request, except
          when the liability relates to his failure to act honestly and in good
          faith with a view to the best interests of the body corporate.

     (5)  A corporation or a person referred to in subsection (1) may apply to
the Court for an order approving an indemnity under this section and the
Court may so order and make any further order it thinks fit.

     (6)  On an application under subsection (5), the Court may order notice to
be given to any interested person and that person is entitled to appear and be
heard in person or by counsel.

Directors - Remuneration
- ------------------------

120. (1)  Subject to the articles, the by-laws or any unanimous shareholder
agreement, the directors of a corporation may fix the remuneration of the
directors, officers and employees of the corporation.

                                                                    July 1, 1983



                                       25.

     (2)  Disclosure of the aggregate remuneration of directors, the aggregate
remuneration of officers and the aggregate remuneration of employees shall be
made as prescribed.

Meetings of Shareholders - Place
- --------------------------------

126. (1)  Meetings of shareholders of a corporation shall be held at the place
within Alberta provided in the by-laws or, in the absence of such provisions, at
the place within Alberta that the directors determine.

     (2)  Notwithstanding subsection (1), a meeting of shareholders of a
corporation may be held outside Alberta if all the shareholders entitled to vote
at that meeting so agree, and a shareholder who attends a meeting of
shareholders held outside Alberta is deemed to have so agreed except when he
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully held.

Meetings of Shareholders - Participation by Telephone
- -----------------------------------------------------

     (3)  A shareholder or any other person entitled to attend a meeting of
shareholders may participate in the meeting by means of telephone or other
communication facilities that permit all persons participating in the meeting to
hear each other if

     (a)  the by-laws so provide, or

     (b)  subject to the by-laws, all the shareholders entitled to vote at the
          meeting consent,

and a person participating in such a meeting by those means is deemed for the
purposes of this Act to be present at the meeting.

Meeting of Shareholders - Place
- -------------------------------

     (4)  Notwithstanding subsections (1) and (2), if the articles so provide,
meetings of shareholders may

                                                                    July 1, 1983



                                       26.

be held outside Alberta at one or more places specified in the articles.

Meetings of Shareholders - Annual and Special Meetings
- ------------------------------------------------------

127. (1)  The directors of a corporation

     (a)  shall call an annual meeting of shareholders to be held not later than
          18 months after

          (i)  the date of its incorporation, or

          (ii) the date of its certificate of amalgamation, in the case of an
               amalgamated corporation,

          and subsequently not later than 15 months after holding the last
          preceding annual meeting, and

     (b)  may at any time call a special meeting of shareholders.

     (2)  Notwithstanding subsection (l), the corporation may apply to the Court
for an order extending the time in which the first or the next annual meeting of
the corporation shall be held.

     (3)  Notice of any application under subsection (2) by a distributing
corporation shall be filed with the Commission.

     (4)  If, on an application under subsection (2), the Court is satisfied
that it is in the best interests of the corporation, the Court may extend the
time in which the first or the next annual meeting of the corporation shall be
held, in any manner and on any terms it thinks fit.

                                                                    July 1, 1983



                                       27.

Meetings of Shareholders - Record Date for Meetings
- ---------------------------------------------------

128. (2)  For the purpose of determining shareholders entitled to receive notice
of a meeting of share-holders, the directors may fix in advance a date as the
record date for that determination of shareholders, but that record date shall
not precede by more than 50 days or by less than 21 days the date on which the
meeting is to be held.

     (3)  If no record date is fixed,

     (a)  the record date for the determination of shareholders entitled to
          receive notice of a meeting of shareholders shall be

          (i)  at the close of business on the last business day preceding the
               day on which the notice is sent, or,

          (ii) if no notice is sent, the day on which the meeting is held,

          and

     (b)  the record date for the determination of shareholders for any purpose
          other than to establish a shareholder's right to receive notice of a
          meeting or to vote, shall be at the close of business on the day on
          which the directors pass the resolution relating to that purpose.

     (4)  If the directors of a distributing corporation fix a record date then,
unless notice of the record date is waived in writing by every holder of a share
of the class or series affected whose name is set out in the securities register
at the close of business on the day the directors fixed the record date, notice
of the record date shall be given not less than 7 days before the date so fixed

                                                                    July 1, 1983



                                       28.

     (a)  by advertisement in a newspaper published or distributed in the place
          where the corporation has its registered office and in each place in
          Canada where it has a transfer agent or where a transfer of its shares
          may be recorded, and

     (b)  by written notice to each stock exchange in Canada on which the shares
          of the corporation are listed for trading.

Meetings of Shareholders - Notice of Meetings
- ---------------------------------------------

129. (1)  Notice of the time and place of a meeting of shareholders shall be
sent not less than 21 days and not more than 50 days before the meeting,

     (a)  to each shareholder entitled to vote at the meeting,

     (b)  to each director, and

     (c)  to the auditor of the corporation.

     (2)  Notwithstanding section 246 (3), a notice of a meeting of
shareholders sent by mail to a shareholder, director or auditor in accordance
with section 246(1) is deemed to be sent to the shareholder on the day on which
it is deposited in the mail.

     (3)  A notice of a meeting is not required to be sent to shareholders who
were not registered on the records of the corporation or its transfer agent on
the record date determined under section 128(2) or (3), but failure to receive
a notice does not deprive a shareholder of the right to vote at the meeting.

Meetings of Shareholders - Adjournment
- --------------------------------------

     (4)  If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of less than 30 days it is not necessary, unless the
by-laws otherwise provide, to give notice of the adjourned meeting, other than
by announcement at the time of an adjournment.

                                                                    July 1, 1983



                                       29.

     (5)  If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of 30 days or more, notice of the adjourned meeting shall be
given as for an original meeting but, unless the meeting is adjourned by one or
more adjournments for an aggregate of more than 90 days, section 143(1) does not
apply.

Meetings of Shareholders - Notice of Business
- ---------------------------------------------

     (6)  All business transacted at a special meeting of shareholders and all
business transacted at an annual meeting of shareholders, except consideration
of the financial statements, auditor's report, election of directors and
reappointment of the incumbent auditor, is deemed to be special business.

     (7)  Notice of a meeting of shareholders at which special business is to be
transacted shall state

     (a)  the nature of that business in sufficient detail to permit the
          shareholder to form a reasoned judgment on that business, and

     (b)  the text of any special resolution to be submitted to the meeting.

Meetings of Shareholders - Waiver of Notice
- -------------------------------------------

130.      A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of a meeting of shareholders, and
attendance of the shareholder or other person at a meeting of Shareholders is a
waiver of notice of the meeting, except when he attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.

Meetings of Shareholders - Shareholders List
- --------------------------------------------

132. (1)  A corporation having more than 15 shareholders entitled to vote at a
meeting of shareholders shall prepare a list of shareholders entitled to receive

                                                                    July 1, 1983



                                       30.

notice of a meeting, arranged in alphabetical order and showing the number of
shares held by each shareholder,

     (a)  if a record date is fixed under section 128(2), not later than 10 days
          after that date, or

     (b)  if no record date is fixed,

          (i)  at the close of business on the last business day preceding the
               day on which the notice is given, or

          (ii) if no notice is given, on the day on which the meeting is held.

     (2)  If a corporation fixes a record date under section 128(2), a person
named in the list prepared under subsection (l)(a) is entitled to vote the
shares shown opposite his name at the meeting to which the list relates, except
to the extent that

     (a)  the person has transferred the ownership of any of his shares after
          the record date, and

     (b)  the transferee of those shares

          (i)  produces properly endorsed share certificates, or

          (ii) otherwise establishes that he owns the shares,

          and demands, not later than 10 days before the meeting, or any shorter
          period before the meeting that the by-laws of the Corporation may
          provide, that his name be included in the list before the meeting,

in which case the transferee is entitled to vote his shares at the meeting.

                                                                    July 1, 1983



                                       31.

     (3)  If a corporation does not fix a record date under section 128(2), a
person named in a list prepared under subsection (l)(b)(i) is entitled to vote
the shares shown opposite his name at the meeting to which the list relates
except to the extent that

     (a)  the person has transferred the ownership of any of his shares after
          the date on which a list referred to in subsection (l)(b)(i) is
          prepared, and

     (b)  the transferee of those shares

          (i)  produces properly endorsed share certificates, or

          (ii) otherwise establishes that he owns the shares,

          and demands, not later than 10 days before the meeting or any shorter
          period before the meeting that the by-laws of the corporation may
          provide, that his name be included in the list before the meeting,

in which case the transferee is entitled to vote his shares at the meeting.

Meetings of Shareholders - Quorum
- ---------------------------------

133. (1)  Unless the by-laws otherwise provide, a quorum of shareholders is
present at a meeting of shareholders, irrespective of the number of persons
actually present at the meeting, if the holder or holders of a majority of the
shares entitled to vote at the meeting are present in person or represented by
proxy.

     (2)  If a quorum is present at the opening of a meeting of shareholders,
the shareholders present may, unless the by-laws otherwise provide, proceed with
the business of the meeting, notwithstanding that a quorum is not present
throughout the meeting.

                                                                    July 1, 1983



                                       32.

     (3)  If a quorum is not present at the opening of a meeting of
shareholders, the shareholders present may adjourn the meeting to a fixed time
and place but may not transact any other business.

     (4)  If a corporation has only one shareholder, or only one holder of any
class or series of shares, the shareholder present in person or by proxy
constitutes a meeting.

Meetings of Shareholders - Right to Vote
- ----------------------------------------

134. (1)  Unless the articles otherwise provide, each share of a corporation
entitles the holder of it to one vote at a meeting of shareholders.

     (2)  If a body corporate or association is shareholder of a corporation,
the corporation shall recognize any individual authorized by a resolution of the
directors or governing body of the body corporate or association to represent it
at meetings of shareholders of the corporation.

     (3)  An individual authorized under subsection (2) may exercise on behalf
of the body corporate or association he represents all the powers it could
exercise if it were an individual shareholder.

     (4)  Unless the by-laws otherwise provide, if 2 or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may in the
absence of the other vote the shares, but if 2 or more of those persons who are
present, in person or by proxy, vote, they shall vote as one on the shares
jointly held by them.

Meetings of Shareholders - Voting Procedure
- -------------------------------------------

135. (1)  Unless the by-laws otherwise provide, voting at a meeting of
shareholders shall be by show of hands except when a ballot is demanded by a
shareholder or proxyholder entitled to vote at the meeting.

                                                                    July 1, 1983



                                       33.

     (2)  A shareholder or proxyholder may demand a ballot either before or on
the declaration of the result of any vote by show of hands.

Meetings of Shareholders - Resolution in Lieu of Meeting
- --------------------------------------------------------

136. (1)  A resolution in writing signed by all the shareholders entitled to
vote on that resolution is as valid as if it had been passed at a meeting of the
shareholders.

     (2)  A resolution in writing dealing with all matters required by this Act
to be dealt with at a meeting of shareholders, and signed by all the
shareholders entitled to vote at that meeting, satisfies all the requirements of
this Act relating to meetings of shareholders.

Meeting of Shareholders - Proxies
- ---------------------------------

142. (1)  A shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder and one or more alternate proxyholders,
who are not required to be shareholders, to attend and act at the meeting in the
manner and to the extent authorized by the proxy and with the authority
conferred by the proxy.

     (2)  A proxy shall be executed by the shareholder or by his attorney
authorized in writing.

     (3)  A proxy is valid only at the meeting in respect of which it is given
or any adjournment of that meeting.

     (4)  A shareholder may revoke a proxy

     (a)  by depositing an instrument in writing executed by him or by his
          attorney authorized in writing

                                                                    July 1, 1983



                                       34.

          (i)  at the registered office of the corporation at any time up to and
               including the last business day preceding the day of the meeting,
               or an adjournment of that meeting, at which the proxy is to be
               used, or

          (ii) with the chairman of the meeting on the day of the meeting or an
               adjournment of the meeting, or

     (b)  in any other manner permitted by law.

     (5)  The directors may specify in a notice calling a meeting of
shareholders a time not exceeding 48 hours, excluding Saturdays and holidays,
preceding the meeting or an adjournment of the meeting before which time proxies
to be used at the meeting must be deposited with the corporation or its agent.

Notices - To Directors and Shareholders
- ---------------------------------------

246. (1)  A notice or document required by this Act, the regulations, the
articles or the by-laws to be sent to a shareholder or director of a corporation
may be sent by mail addressed to, or may be delivered personally to,

     (a)  the shareholder at his latest address as shown in the records of the
          corporation or its transfer agent, and

     (b)  the director at his latest address as shown in the records of the
          corporaiton or in the last notice filed under section 101 or 108.

     (2)  For the purpose of the service of a notice or document, a director
named in a notice sent by a corporation to the Registrar under section 101 or
108 and filed by the Registrar is presumed to be a director of the corporation
referred to in the notice.

                                                                    July 1, 1983



                                       35.

     (3)  A notice or document sent by mail in accordance with subsection (1) to
a shareholder or director of a corporation is deemed to be received by him at
the time it would be delivered in the ordinary course of mail unless there are
reasonable grounds for believing that the shareholder or director did not
receive the notice or document at the time or at all.

     (4)  If a corporation sends a notice or document to a shareholder in
accordance with subsection (1) and the notice or document is returned on three
consecutive occasions because the shareholder cannot be found, the corporation
is not required to send any further notices or documents to the shareholder
until he informs the corporation in writing of his new address.

Notices - To Corporation
- ------------------------

247. (1)  A notice or document required or permitted to be sent to or served on
a corporation may be

     (a)  delivered to its registered office, or

     (b)  sent by registered mail to

          (i)  its registered office, or

          (ii) the post office box designated as its address for service by
               mail,

     as shown in the last notice filed under section 19.

     (2)  A notice or document sent by registered mail to the corporation in
accordance with subsection (l)(b) is deemed to be received or served at the time
it would be delivered in the ordinary course of mail unless there are reasonable
grounds for believing that the corporation did not receive the notice or
document at that time or at all.

                                                                    July 1, 1983



                                      36.

Notices - Waiver of Notice
- --------------------------

248.      If a notice or document is required by this Act or the regulations to
be sent, the sending of the notice or document may be waived or the time for the
notice or document may be waived or abridged at any time with the consent in
writing of the person entitled to receive it.

                                                                    July 1, 1983

EX-3.31

                                                                    EXHIBIT 3.31

                            Articles of Incorporation
                                       For
                        NORTH AMERICAN SITE SERVICES INC.

                              THE CORPORATION IS AUTHORIZED TO ISSUE AN
Share Structure:              UNLIMITED NUMBER OF SHARES OF ONE CLASS TO BE
                              DESIGNATED AS COMMON SHARES
Share Transfers Restrictions: SEE SCHEDULE

Number of Directors:
Min Number of Directors:      1
Max Number of Directors:      7
Business Restricted To:       NO RESTRICTIONS
Business Restricted From:     NO RESTRICTIONS
Other Provisions:             SEE SCHEDULE


                  Registration Authorized By: WILLIAM J. KENNY
                                              SOLICITOR


                                     1 of 1



SCHEDULE - RESTRICTIONS IF ANY ON SHARE TRANSFERS

No shares of the Corporation shall be transferred without the approval of the
directors of the Corporation either by a resolution passed at a Board of
Directors meeting, or by an instrument or instruments in writing signed by all
of the directors.


                                     1 of 1



SCHEDULE

     OTHER PROVISIONS IF ANY.

     (a)       The number of shareholders of the corporation, exclusive of:

          (i)  persons who are in its employment or that of an affiliate, and

          (ii) persons, who having been formerly in its employment or that of an
affiliate were, while in that employment, shareholders of the corporation and
have continued to be shareholders of that corporation after termination of that
employment.

     is limited to not more than fifty (50) persons, two or more persons who are
joint registered owners of one or more shares being counted as one shareholder.

     (b)       Any invitation to the public to subscribe for securities of the
corporation is prohibited.


                                     1 of 1

EX-3.32

                                                                    EXHIBIT 3.32
                                  BY-LAW NO. 1
                                  ------------

                           A By-law relating generally
                           to the transaction of the
                            business and affairs of


                        NORTH AMERICAN SITE SERVICES INC.


                               MILLER THOMSON LLP
                                       (C)




                                  BY-LAW NO. 1
                                  ------------

                                TABLE OF CONTENTS
                                -----------------
                                       AND
                      BUSINESS CORPORATIONS ACT REFERENCE
                      -----------------------------------

                                                              Section
                                                              of Act
                                      Section                 as at
                                     of By-law      page      Jan. 2002
                                     ---------      ----      ---------

SECTION 1 - INTERPRETATION
- --------------------------
Definitions                             l.l         1         1
Interpretation                          1.2         1         -
Conflict with Act                       1.3         1         -
Conflict with Documents                 1.4         1         -
Headings                                1.5         1         -

SECTION 2 - DIRECTORS AND BOARD
- -------------------------------
Calling of Meeting                      2.1         1         104, 114
Notice of Meetings                      2.2         2         114, 255
Telecommunication                       2.3         2         114
Consent Resolution                      2.4         2         117
Casting Vote                            2.5         2         -
Committees of Directors                 2.6         2         115
Corporate Seal                          2.7         2         25
Execution of Instruments                2.8         2         -
Dividends                               2.9         2         -

SECTION 3 - OFFICERS
- --------------------
Appointment                             3.1         2         121
Chairman of the Board                   3.2         3         -
President                               3.3         3         -
Vice-President                          3.4         3         -
Managing director                       3.5         3         115
Secretary                               3.6         3         -
Treasurer                               3.7         4         -
Other Officers                          3.8         4         -
Variation of Powers and
 Duties                                 3.9         4         121
Removal and Discharge                   3.10        4         121
Term of Office                          3.11        4         -

Signed for identification effective as of the 10th day of February, 2003.


                                        By:/s/ [Illegible]
                                           -------------------------------------
                                           PRESIDENT



Table of Contents                                                         Page 2

                                      Section                 Section
                                     of By-law      Page      of Act
                                     ---------      ----      ---------

SECTION 4 - SHAREHOLDERS AND SHARES
- -----------------------------------
Telecommunication
 Meetings                               4.1         4         131
Persons Entitled to be                                        110, 134,
 Present                                4.2         4         255
Chairman                                4.3         4         -
Secretary of Meeting                    4.4         5         -
Chairman's Casting Vote                 4.5         5         -
Chairman's Declaration                  4.6         5         -
Voting by Ballot                        4.7         5         140
Scrutineers                             4.8         5         -
Joint Shareholders                      4.9         5         139
Vote by Joint Shareholders              4.10        5         139
Proxy                                   4.11        5         147, 148,
                                                              149
SECTION 5 - INDEMNIFICATION
- ---------------------------
Indemnification of Directors
 and Officers                           5.1         6         124
Indemnification of Others               5.2         7         124
Right of Indemnity not Exclusive        5.3         7         -

SECTION 6- GENERAL
- ------------------
Notices                                 6.1         7         255
Waiver of Notice                        6.2         7         258
Notice to Joint
 Shareholders                           6.3         7         -
Signature on Notice                     6.4         7         -



                                  BY-LAW NO. 1

          A By-law relating generally to the transaction of the business and
          affairs of NORTH AMERICAN SITE SERVICES INC.

                           SECTION 1 - INTERPRETATION
                           --------------------------

1.1       Definitions. In these and other by-laws of the Corporation, unless the
context otherwise requires:

     (a)  "Act" means the Business Corporations Act, R.S.A. 2000, Chapter B-9 as
          amended from time to time, and any Statute that may be substituted
          therefor, as amended from time to time;

     (b)  "appoint" includes "elect" and vice versa;

     (c)  "Board" means the board of directors of the Corporation;

     (d)  "By-laws" means this By-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (e)  "Corporation" means the Corporation which has adopted these By-laws
          and to which the same apply.

     (f)  "shareholder" means a shareholder of the Corporation.

1.2       Interpretation. Words and expressions defined in the Act have the same
meanings when used in the By-laws. Words importing the singular number include
the plural and vice versa and words importing gender include masculine, feminine
and neuter genders as required by the context. Without limiting the generality
of the foregoing, a reference to the directors shall include a sole director
when the Corporation has only a sole director.

1.3       Conflict with Act. The By-laws are subject to the provisions of the
Act, unless the Act otherwise specifically provides.

1.4       Conflict with Documents. The By-laws are subject to the provisions of
the articles and any unanimous shareholders agreement and in the event of
conflict between the provisions of any By-laws and the provisions of the
articles or a unanimous shareholders agreement, the provisions of the articles
or the unanimous shareholders agreement shall prevail over the By-laws.

1.5       Headings. The headings and indices used in the By-laws are inserted
for convenience of reference only and do not affect the interpretation of the
By-laws or any part thereof.

                         SECTION 2 - DIRECTORS AND BOARD
                         -------------------------------

2.1       Calling of Meeting. The Secretary shall, upon request of a director,
summon a meeting of the Board.

2.2       Notice of Meetings. Notice of the time and place of Board meetings
shall be given to each director not less than seventy two (72) hours before the
time of the meeting. A notice of a meeting of directors need not specify the
purpose or the business to be transacted at the meeting,



                                      - 2 -

except where the Act requires otherwise.

2.3       Telecommunication. A director may participate in a Board meeting or of
a committee of directors by means of telephone or other communication facilities
that permit all directors participating in the meeting to hear each other and a
director participating in a meeting by those means is deemed to be present at
the meeting.

2.4       Consent Resolution. A resolution or resolutions signed by all of the
directors, as such, without meeting together, whether embodied in the form of
minutes of a Board meeting or not, shall be valid and effectual as if passed at
a Board meeting duly called and constituted and shall be entered into the minute
book of the Corporation accordingly, and may relate back to any date therein
stated to be the effective date thereof. A director may signify his assent to
such resolution or resolutions in writing, in one or more counterparts, or by
means of telecommunication with respect to which a written record is made. A
facsimile of a signed counterpart of a resolution in writing is as valid as an
originally signed counterpart.

2.5       Casting Vote. At all Board meetings, every question shall be decided
by a majority of votes cast on each question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a director.

2.6       Committees of Directors. Unless otherwise ordered by the Board each
committee of directors shall have power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

2.7       Corporate Seal. The Board may adopt and change a corporate seal which
shall contain the name of the Corporation and the Board may cause to be created
as many duplicates thereof as the Board shall determine.

2.8       Execution of Instruments. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular instrument or
class of instruments may or shall be signed and delivered. In the absence of a
director's resolution, any particular instrument or class of instruments may be
signed and delivered on behalf of the Corporation by any person holding the
office of Chairman of the Board, President, Vice-President, Secretary, Treasurer
or Managing director or any other office created by By-law or by the directors,
or if the Corporation is authorized to have and has only one (1) director by any
such person acting alone. Any signing officer may affix the corporate seal to
any instrument requiring the same.

2.9       Dividends. Subject to the provisions of the Act, the Board may from
time to time declare and pay dividends (including interim dividends) payable to
the Shareholders according to their respective rights and interests in the
Corporation and such dividends may be paid in money or property or by issuing
fully paid shares of the Corporation, or any combination thereof.

                              SECTION 3 - OFFICERS
                              --------------------

3.1       Appointment. The Board may from time to time appoint a Chairman of the
Board, a President, one (1) or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer, a Managing
director, and such other officers as the directors may determine, including one
(1) or more assistants to any of the officers so appointed. Subject to those
powers and authority which by law may only be exercised by the directors, the
officers of the Corporation may exercise respectively such powers and authority
and shall perform such duties, in



                                      - 3 -

addition to those specified in the By-laws, as may from time to time be
prescribed by the Board. Except for the Chairman of the Board, if appointed, and
the Managing director, if appointed, an officer may, but need not be, a
director. One (1) person may hold more than one (1) office of the Corporation
except that the offices of President and Secretary must be held by different
persons unless the Board consists of a sole director. The Board may also from
time to time appoint other agents, attorneys, officers and employees of the
Corporation within or without Canada, who may be given such titles and who may
exercise such powers and authority (including the power of subdelegation) and
shall perform such duties of management or otherwise, as the Board may from time
to time prescribe. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or employee to any other officer or employee or to any director of the
Corporation.

3.2       Chairman of the Board. The Chairman of the Board, if appointed, shall
preside at all meetings of the Board and may exercise such other powers and
authority and shall perform the duties which the directors may from time to time
prescribe.

3.3       President. The President shall be the chief operating officer of the
Corporation and, subject to the authority of the Board shall have general
supervision of the business and affairs of the Corporation and shall have such
other powers and duties as the Board may specify. In the event no Chairman of
the Board has been appointed or during the absence of the Chairman of the Board
or inability or failure of the Chairman of the Board to act, the President shall
also have the powers and duties of the office of Chairman of the Board.

3.4       Vice-President. The Vice-President, or if more than one (1)
Vice-President has been appointed, the Vice-Presidents, may exercise such powers
and authority and shall perform such duties as may from time to time be
prescribed by the Board. During the absence of the President or the inability or
failure of the President to act, the Vice-President, or if more than one (1)
Vice- President has been appointed, the Vice-President first appointed, shall
also have the powers and duties of the office of President

3.5       Managing Director. The Managing director, if appointed, shall manage
the operations of the Corporation generally, and may exercise such other powers
and authority and shall perform such other duties as may from time to time be
prescribed by the Board.

3.6       Secretary. The Secretary, if appointed, shall attend and be the
secretary to all Board meetings, shareholders and committees of the Board and
shall enter or cause to be entered in records kept for that purpose minutes of
all proceedings at such meetings. The Secretary shall give or cause to be given
as and when instructed all notices to shareholders, directors, officers,
auditors and members of committees of the Board. The Secretary shall be the
custodian of the corporate seal, if any, of the Corporation and shall have
charge of all books, papers, reports, certificates, records, documents,
registers and instruments belonging to the Corporation. The Secretary shall be
responsible for registering or filing of all reports, certificates and all other
documents required by law to be registered or filed by the Corporation. The
Secretary shall certify any documents of the Corporation except when some other
officer or agent has been appointed for any such purpose and may exercise such
other powers and authority and shall perform such other duties as may from time
to time be prescribed by the directors or the President.

3.7       Treasurer. The Treasurer, if appointed, shall be responsible for the
keeping of proper accounting records in compliance with the Act and shall be
responsible for the deposit of monies and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such banks or
other depositories as the Board may from time to time designate and he shall be
responsible



                                      - 4 -

for the disbursement of the funds of the Corporation. The Treasurer shall render
to the President and the Board whenever so directed an account of all financial
transactions and of the financial position of the Corporation. The Treasurer
shall be subject to the control of the President and may exercise such other
powers and authority and shall perform such other duties as may from time to
time be prescribed by the Board or by the President. Whenever the Secretary is
also the Treasurer the office may be designated Secretary-Treasurer.

3.8       Other Officers. The powers and duties of all other officers shall be
such as prescribed by the Board. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the directors otherwise direct.

3.9       Variation of Powers and Duties. The Board may from time to time vary,
add to or limit the powers, authority and duties of any officer.

3.10      Removal and Discharge. The Board may remove any officer of the
Corporation, with or without cause, at any time, unless the resolution or
contract providing for the appointment of such officer stipulates otherwise.

3.11      Term of Office. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.

                       SECTION 4 - SHAREHOLDERS AND SHARES
                       -----------------------------------

4.1       Telecommunication Meetings. A shareholder or any other person entitled
to attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other (and a person participating in
such a meeting by those means is deemed to be present at the meeting).

4.2       Persons Entitled to be Present. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or By-laws to be present at the meeting. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.

4.3       Chairman. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:

     (a)  the Chairman of the Board;

     (b)  the President;

     (c)  any Vice-President (and where more than one (1) Vice-President is
          present at the meeting, then the priority to act as chairman as
          between them shall be in order of their appointment to the office of
          Vice-President).

If no such officer is present within fifteen (15) minutes from the time fixed
for the holding of the meeting of the shareholders, the persons present and
entitled to vote shall choose one (1) of their number then present to be
chairman of that meeting.

4.4       Secretary of Meeting. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as



                                      - 5 -

secretary of the meeting.

4.5       Chairman's Casting Vote. In the case of an equality of votes at a
meeting of shareholders, the chairman of the meeting shall not be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a shareholder.

4.6       Chairman's Declaration. At any meeting of shareholders, unless a
ballot is demanded, a declaration by the chairman of the meeting that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.

4.7       Voting by Ballot. If a ballot is demanded by a shareholder or proxy-
holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
chairman of the meeting that the vote upon the question has been carried, or
carried unanimously or by a particular majority, or lost or not carried by a
particular majority and an entry in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against any resolution or question.

4.8       Scrutineers. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one (1) or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.

4.9       Joint Shareholders. Where any share entitled to be voted at a meeting
of shareholders is held by two (2) or more persons jointly, those persons or
such of them that attend the meeting of the shareholders shall only constitute
one (1) shareholder for purposes of determining whether a quorum of shareholders
is present.

4.10      Vote by Joint Shareholders. If two (2) or more persons hold shares
jointly, one (1) of those holders present at a meeting of shareholders may, in
the absence of the others, vote the shares, but if two (2) or more of those
persons who are present in person or by proxy shall fail to vote as one (1), the
vote of such joint shareholders shall not be recognized.

4.11      Proxy. The form of proxy by which a proxy-holder may be appointed for
any meeting of the shareholders shall be in the following form or in any other
appropriate form accepted by the chairman of the meeting:

                                     "Proxy
                                     ------

          I/WE the undersigned, being (a) shareholder(s) of____________________,
hereby nominate, constitute and appoint_________________, or in the absence of
____________________, as my/our attorney, representative and/or proxy-holder
with full power and authority to attend, vote and otherwise act for me/or in
my/our name and on my/our behalf at the annual (or special) meeting of
shareholders of the Corporation, to be held at ___________________________, on
the ______ day of____________________, 20____, and at any and all adjournments
thereof, with full power of substitution, and I/we, the undersigned, hereby
revoke all other proxies given by me/us, the undersigned, which might be used in
respect of such meeting and any and all adjournments thereof.



                                      - 6 -

          Given this ________ day of _______________, 20___.

                                        _______________________________________

                                        _______________________________________

                                        _______________________________________"

                           SECTION 5 - INDEMNIFICATION
                           ---------------------------

5.1       Indemnification of directors and officers.

     (a)  Except in respect of an action by or on behalf of the Corporation or
          body corporate to procure a judgment in its favour, the Corporation
          shall indemnify a director or officer of the Corporation, a former
          director or officer of the Corporation or a person who acts or acted
          at the Corporation's request as a director or officer of a body
          corporate of which the Corporation is or was a Shareholder or
          creditor, and his heirs and legal representatives, against all costs,
          charges and expenses, including an amount paid to settle an action or
          satisfy a judgment, reasonably incurred by him in respect of any
          civil, criminal or administrative action or proceeding to which he is
          made a party by reason of being or having been a director or officer
          of that Corporation or body corporate, if:

           (i) he acted honestly and in good faith with a view to the best
               interests of the Corporation; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

     (b)  The Corporation may with the approval of the Court indemnify a person
          referred to in subparagraph (a) in respect of an action by or on
          behalf of the Corporation or body corporate to procure a judgment in
          its favour, to which he is made a party by reason of being or having
          been a director or an officer of the Corporation or body corporate,
          against all costs, charges and expenses reasonably incurred by him in
          connection with the action if he fulfils the conditions set out in
          subparagraphs (a)(i) and (ii).

5.2       Indemnification of Others. Subject to subparagraph 5.1(a), the
Corporation may from time to time indemnify and save harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director or officer,
employee, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including legal fees),
judgments, fines in any amount actually and reasonably incurred by him in
connection with such action, suit or proceeding if the Board determines that:

     (a)  he acted honestly and in good faith with a view to the best interests
          of the Corporation; and



                                      - 7 -

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, had reasonable grounds for
          believing that his conduct was lawful.

5.3       Right of Indemnity not Exclusive. The provisions for indemnification
contained in the By-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any By-laws,
agreement, vote of shareholders or disinterested directors or otherwise both as
to an action in his official capacity and as to action in any other capacity
while holding such office and shall continue as to a person who has ceased to be
a director or officer and shall enure to the benefit of the heirs and legal
representatives of such person.

                               SECTION 6 - GENERAL
                               -------------------

6.1       Notices. In addition to any other method of service permitted by the
Act any notice or document required by the Act, the regulations, the articles or
the By-laws may be sent to any person entitled to receive same in the manner set
out in the Act for service upon a shareholder or director and by any means of
telecommunication with respect to which a written record is made. A notice sent
by means of telecommunication shall be deemed to have been given on the first
business day after the date upon which the written record is made.

6.2       Waiver of Notice. Any shareholder (or his duly appointed
proxy-holder), director, officer, auditor or member of a committee may at any
time waive any notice, or waive or abridge the time for any notice required to
be given to him under any provision of the Act, the regulations thereunder, the
articles, the By-laws or otherwise, and such waiver or abridgment, whether given
before or after the meeting or other event of which the notice is required to be
given, shall cure any defect in the giving or in the time of such notice as the
case may be.

6.3       Notice to Joint Shareholders. If two (2) or more persons hold shares
jointly, notice may be given to one (1) of such persons and such notice shall be
sufficient notice to all of them.

6.4       Signature on Notice. The signature to any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.

EX-4.1

                                                                     Exhibit 4.1

================================================================================

                       NORTH AMERICAN ENERGY PARTNERS INC.
                                 as the Issuer,

                      EACH OF THE GUARANTORS PARTY HERETO,
                                  as Guarantors

                                       and

                             WELLS FARGO BANK, N.A.,
                                   as Trustee

                             ------------------------

                                    INDENTURE

                             ------------------------

                          Dated as of November 26, 2003

                          8 3/4% Senior Notes due 2011

================================================================================



                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                    Indenture Section
- ---------------------------                                    -----------------
   310(a)(1).................................................  7.10
      (a)(2).................................................  7.10
      (a)(3).................................................  N.A.
      (a)(4).................................................  N.A.
      (a)(5).................................................  7.10
      (b)....................................................  7.3, 7.8, 7.10
      (c)....................................................  N.A.
   311(a)....................................................  7.11
      (b)....................................................  7.11
      (c)....................................................  N.A.
   312(a)....................................................  2.5
      (b)....................................................  12.3
      (c)....................................................  12.3
   313(a)....................................................  7.6
      (b)(1).................................................  7.6
      (b)(2).................................................  7.6
      (c)....................................................  7.6, 12.2
      (d)....................................................  7.6
   314(a)....................................................  4.3, 4.4, 12.5
      (c)(1).................................................  12.4
      (c)(2).................................................  12.4
      (c)(3).................................................  N.A.
      (d)....................................................  N.A.
      (e)....................................................  12.5
      (f)....................................................  N.A.
   315(a)....................................................  7.1(b)
      (b)....................................................  7.5, 12.2
      (c)....................................................  7.1(a)
      (d)....................................................  7.1(c)
      (e)....................................................  6.11
   316(a)(last sentence).....................................  2.9
      (a)(1)(A)..............................................  6.5
      (a)(1)(B)..............................................  6.4
      (a)(2).................................................  N.A.
      (b)....................................................  6.7
      (c)....................................................  N.A.
   317(a)(1).................................................  6.8
      (a)(2).................................................  6.9
      (b)....................................................  2.4

                                        i




   318(a)....................................................  12.1
      (b)....................................................  N.A.
      (c)....................................................  12.1
N.A. means Not Applicable

- ----------
*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
this Indenture.

                                       ii



                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE......................... 1

   Section 1.1.     Definitions............................................... 1

   Section 1.2.     Other Definitions........................................ 22

   Section 1.3.     Incorporation by Reference of Trust Indenture Act........ 23

   Section 1.4.     Rules of Construction.................................... 23

   Section 1.5.     Acts of Holders.......................................... 24

ARTICLE II. THE NOTES ....................................................... 25

   Section 2.1.     Form and Dating.......................................... 25

   Section 2.2.     Execution and Authentication............................. 26

   Section 2.3.     Registrar and Paying Agent............................... 27

   Section 2.4.     Paying Agents to Hold Money in Trust..................... 28

   Section 2.5.     Holder Lists............................................. 28

   Section 2.6.     Transfer and Exchange.................................... 28

   Section 2.7.     Replacement Notes........................................ 37

   Section 2.8.     Outstanding Notes........................................ 37

   Section 2.9.     Treasury Notes........................................... 38

   Section 2.10.    Temporary Notes.......................................... 38

   Section 2.11.    Cancellation............................................. 38

   Section 2.12.    Defaulted Interest....................................... 38

   Section 2.13.    Persons Deemed Owners.................................... 39

   Section 2.14.    CUSIP Numbers............................................ 39

   Section 2.15.    Designation.............................................. 39

ARTICLE III. REDEMPTION AND REPURCHASE....................................... 39

   Section 3.1.     Notices to Trustee....................................... 39

   Section 3.2.     Selection of Notes....................................... 40

   Section 3.3.     Notice of Optional or Special Redemption................. 40

   Section 3.4.     Effect of Notice of Redemption........................... 41

   Section 3.5.     Deposit of Redemption Price or Purchase Price............ 42

   Section 3.6.     Notes Redeemed or Repurchased in Part.................... 42

   Section 3.7.     Optional Redemption...................................... 42

   Section 3.8.     Special Redemption....................................... 42

   Section 3.9.     Redemption for Taxation Reasons.......................... 43

                                       i




                                TABLE OF CONTENTS
                                -----------------

                                    (cont'd)
                                                                            Page
                                                                            ----

   Section 3.10.    Repurchase upon Change of Control Offer.................. 43

   Section 3.11.    Repurchase upon Application of Net Cash Proceeds......... 45

ARTICLE IV. COVENANTS ....................................................... 47

   Section 4.1.     Payment of Principal and Interest........................ 47

   Section 4.2.     Maintenance of Office or Agency.......................... 47

   Section 4.3.     Reports.................................................. 48

   Section 4.4.     Compliance Certificate................................... 48

   Section 4.5.     Taxes.................................................... 49

   Section 4.6.     Stay, Extension and Usury Laws........................... 49

   Section 4.7.     Limitation on Restricted Payments........................ 49

   Section 4.8.     Limitation on Dividend and Other Payment Restrictions
                    Affecting Restricted Subsidiaries........................ 52

   Section 4.9.     Limitation on Incurrence of Additional Indebtedness...... 53

   Section 4.10.    Limitation on Asset Sales................................ 55

   Section 4.11.    Limitations on Transactions with Affiliates.............. 58

   Section 4.12.    Limitation on Liens...................................... 59

   Section 4.13.    Continued Existence...................................... 60

   Section 4.14.    Insurance Matters........................................ 60

   Section 4.15.    Offer to Repurchase upon Change of Control............... 60

   Section 4.16.    Additional Subsidiary Guarantees......................... 61

   Section 4.17.    Payments for Consent..................................... 61

   Section 4.18.    Limitation on Preferred Stock of Restricted
                    Subsidiaries............................................. 61

   Section 4.19.    Conduct of Business...................................... 61

   Section 4.20.    Limitations on Sale and Leaseback Transactions........... 62

   Section 4.21.    Limitation on Designation of Unrestricted Subsidiaries... 62

   Section 4.22.    Limitation on Layering................................... 63

ARTICLE V. SUCCESSORS ....................................................... 63

   Section 5.1.     Merger, Consolidation and Sale of Assets................. 63

   Section 5.2.     Successor Corporation Substituted........................ 65

ARTICLE VI. DEFAULTS AND REMEDIES............................................ 65

   Section 6.1.     Events of Default........................................ 65

                                       ii




                                TABLE OF CONTENTS
                                -----------------

                                    (cont'd)
                                                                            Page
                                                                            ----
   Section 6.2.     Acceleration............................................. 67

   Section 6.3.     Other Remedies........................................... 68

   Section 6.4.     Waiver of Past Defaults.................................. 68

   Section 6.5.     Control by Majority...................................... 68

   Section 6.6.     Limitation on Suits...................................... 68

   Section 6.7.     Rights of Holders of Notes to Receive Payment............ 69

   Section 6.8.     Collection Suit by Trustee............................... 69

   Section 6.9.     Trustee May File Proofs of Claim......................... 69

   Section 6.10.    Priorities............................................... 70

   Section 6.11.    Undertaking for Costs.................................... 70

ARTICLE VII. TRUSTEE ........................................................ 70

   Section 7.1.     Duties of Trustee........................................ 70

   Section 7.2.     Rights of Trustee........................................ 72

   Section 7.3.     Individual Rights of Trustee............................. 72

   Section 7.4.     Trustee's Disclaimer..................................... 73

   Section 7.5.     Notice of Defaults....................................... 73

   Section 7.6.     Reports by Trustee to Holders of the Notes............... 73

   Section 7.7.     Compensation, Reimbursement and Indemnity................ 73

   Section 7.8.     Replacement of Trustee................................... 74

   Section 7.9.     Successor Trustee by Merger, Etc......................... 75

   Section 7.10.    Eligibility; Disqualification............................ 75

   Section 7.11.    Preferential Collection of Claims Against Company........ 76

ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE....................... 76

   Section 8.1.     Option to Effect Legal Defeasance or
                    Covenant Defeasance...................................... 76

   Section 8.2.     Legal Defeasance and Discharge........................... 76

   Section 8.3.     Covenant Defeasance...................................... 77

   Section 8.4.     Conditions to Legal or Covenant Defeasance............... 77

   Section 8.5.     Deposited Money and U.S. Government Securities to Be
                    Held in Trust; Other Miscellaneous Provisions............ 79

   Section 8.6.     Repayment to Company..................................... 79

   Section 8.7.     Reinstatement............................................ 80

                                      iii




                                TABLE OF CONTENTS
                                -----------------

                                    (cont'd)
                                                                            Page
                                                                            ----

ARTICLE IX. AMENDMENT, SUPPLEMENT AND WAIVER................................. 80

   Section 9.1.     Without Consent of Holders of Notes...................... 80

   Section 9.2.     With Consent of Holders of Notes......................... 81

   Section 9.3.     Compliance with Trust Indenture Act...................... 82

   Section 9.4.     Revocation and Effect of Consents........................ 82

   Section 9.5.     Notation on or Exchange of Notes......................... 82

   Section 9.6.     Trustee to Sign Amendment, Etc........................... 83

ARTICLE X. GUARANTEE ........................................................ 83

   Section 10.1.    Unconditional Guarantee.................................. 83

   Section 10.2.    Severability............................................. 84

   Section 10.3.    Limitation of Guarantor's Liability...................... 84

   Section 10.4.    Release of Guarantor..................................... 84

   Section 10.5.    Contribution............................................. 85

   Section 10.6.    Waiver of Subrogation.................................... 85

   Section 10.7.    Execution of Guarantee................................... 86

   Section 10.8.    Waiver of Stay, Extension or Usury Laws.................. 86

ARTICLE XI. SATISFACTION AND DISCHARGE....................................... 87

   Section 11.1.    Satisfaction and Discharge............................... 87

   Section 11.2.    Application of Trust..................................... 87

ARTICLE XII. MISCELLANEOUS................................................... 88

   Section 12.1.    Trust Indenture Act Controls............................. 88

   Section 12.2.    Notices.................................................. 88

   Section 12.3.    Communication by Holders of Notes with Other
                    Holders of Notes......................................... 89

   Section 12.4.    Certificate and Opinion as to Conditions Precedent....... 90

   Section 12.5.    Statements Required in Certificate or Opinion............ 90

   Section 12.6.    Rules by Trustee and Agents.............................. 90

   Section 12.7.    No Personal Liability of Directors, Officers,
                    Employees and Stockholders............................... 90

   Section 12.8.    Judgment Currency........................................ 91

   Section 12.9.    Payment of Additional Amounts............................ 91

                                       iv




                                TABLE OF CONTENTS
                                -----------------

                                    (cont'd)
                                                                            Page
                                                                            ----
   Section 12.10.   Governing Law; Submission to Jurisdiction;
                    Waiver of Jury Trial..................................... 93

   Section 12.11.   No Adverse Interpretation of Other Agreements............ 94

   Section 12.12.   Successors............................................... 94

   Section 12.13.   Severability............................................. 94

   Section 12.14.   Counterpart Originals.................................... 94

   Section 12.15.   Table of Contents, Headings, Etc......................... 94

   Section 12.16.   Qualification of Indenture............................... 94

EXHIBITS
Exhibit A     Form of Series A Note

Exhibit B     Form of Series B Note

Exhibit C     Form of Guarantee

Exhibit D(1)  Form of Regulation S Certificate

Exhibit D(2)  Form of Certificate to Be Delivered upon Exchange or Registration
              of Transfer of Notes

Exhibit E     Form of Certificate to Be Delivered in Connection with Transfers
              to Non-QIB Accredited Investors

Exhibit F     Form of Certificate to Be Delivered in Connection with Transfers
              Pursuant to Regulation S

                                       v



                                    INDENTURE

          INDENTURE dated as of November 26, 2003 among NORTH AMERICAN ENERGY
PARTNERS INC., a Canadian federal corporation (the "Company"), the Guarantors
(as defined herein) and WELLS FARGO BANK, N.A., as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the creation of two series of the
Notes (as hereinafter defined), substantially of the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.

          All things necessary to make the Notes, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company, and to make this Indenture a valid agreement
of the Company, in accordance with the terms of the Notes and this Indenture,
respectively, have been done.

          Upon the issuance of the Series B Notes or the effectiveness of a
registration statement filed in connection with the Exchange Offer, this
Indenture will be subject to the provisions of the TIA (as hereinafter defined)
that are required to be a part of this Indenture and shall, to the extent
applicable, be governed by such provisions. Prior thereto, the provisions of
said TIA will apply to this Indenture only to the extent expressly provided
herein.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders (as defined below) of the
Company's 8 3/4% Senior Notes due 2011. Except as otherwise stated herein, all
references to "dollars" or "$" are to Canadian dollars.

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.   Definitions.
               -----------

          "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries or assumed in connection with the acquisition
of assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

          "Additional Notes" means Notes issued pursuant to Article II and in
compliance with Section 4.9, in addition to and having substantially the same
terms as the US $200.0 million aggregate principal amount of Series A Notes
issued on the Issue Date or as the Series B Notes issued in exchange therefor.




          "Advisory Services Agreement" means that certain letter agreement
dated October 31, 2003, among the Company, NACG Preferred, Holdings and the
Equity Investors.

          "Affiliate" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing.

          "Agent" means any Registrar, Paying Agent or co-registrar.

          "Asset Acquisition" means (1) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (2) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) that constitute all or substantially all
of the assets of such Person or comprises any division or line of business of
such Person or any other properties or assets of such Person other than in the
ordinary course of business.

          "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Restricted Subsidiary of the Company of:
(1) any Capital Stock (other than directors' qualifying shares) of any
Restricted Subsidiary of the Company; or (2) any other property or assets of the
Company or any Restricted Subsidiary of the Company other than in the ordinary
course of business; provided, however, that Asset Sales shall not include: (a) a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than $5.0
million; (b) the sale, lease, conveyance, disposition or other transfer of all
or substantially all of the assets of the Company as permitted under Section
5.1; (c) any Restricted Payment permitted by Section 4.7 or that constitutes a
Permitted Investment; (d) the sale or discount, in each case without recourse,
of accounts receivable arising in the ordinary course of business; (e) disposals
or replacements of damaged, obsolete or worn out equipment; and (f) dispositions
in connection with Permitted Liens.

          "Bankruptcy Law" means Title 11, U.S. Code, the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangements Act (Canada), or
any similar federal, state or foreign law for the reorganization or relief of
debtors, including laws providing for any plan of compromise or arrangement or
other corporate proceeding involving or affecting creditors.

          "Board of Directors" means, as to any Person, the board of directors
(or similar governing body) of such Person or any duly authorized committee
thereof.

                                       2



          "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

          "Borrowing Base" means, as at any date of determination, an aggregate
amount equal to:

          (i)  the lesser of (a) 55% of Consolidated PP&E (as defined in the
     Credit Agreement on the Issue Date), and (b) $90,000,000, plus

          (ii) 75% of the value of Eligible Accounts Receivable (as defined in
     the Credit Agreement on the Issue Date).

          "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in the City of New York or at a place of payment
are authorized by law, regulation or executive order to remain closed. If a
payment date, redemption date or a day on which an action is to be taken is not
a Business Day, payment may be made, or such action may be taken, on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.

          "Canadian Securities Laws" means the laws, regulations, rules,
policies, rulings and guidelines applicable to trading securities in each
province and territory of Canada.

          "Canadian Securities Regulators" means the securities regulatory
authorities in the provinces and territories of Canada.

          "Capital Stock" means:

          (1) with respect to any Person that is a corporation, any and all
     shares, interests, participations or other equivalents (however designated
     and whether or not voting) of corporate stock, including each class of
     Common Stock and Preferred Stock of such Person, and all options, warrants
     or other rights to purchase or acquire any of the foregoing; and

          (2) with respect to any Person that is not a corporation, any and all
     partnership, membership or other equity interests of such Person, and all
     options, warrants or other rights to purchase or acquire any of the
     foregoing.

          "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

          "Cash Equivalents" means:

                                       3



          (1) obligations issued by, or unconditionally guaranteed by, the
     United States or Canadian Government or issued by any agency thereof and
     backed by the full faith and credit of the United States or Canada, as the
     case may be, in each case maturing within one year from the date of
     acquisition thereof;

          (2) commercial paper maturing no more than one year from the date of
     creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from Standard & Poor's Ratings Group or at least P-1 from Moody's
     Investors Services, Inc. or R-1 High by Dominion Bond Rating Service
     Limited;

          (3) certificates of deposit, eurodollar time deposits or bankers'
     acceptances maturing within one year from the date of acquisition thereof
     and overnight bank deposits, in each case issued by any bank organized
     under the laws of Canada or any province thereof or the United States of
     America or any state thereof or the District of Columbia or any U.S. or
     Canadian branch of a foreign bank having at the date of acquisition thereof
     combined capital and surplus of not less than U.S.$250.0 million;

          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clause (1) or (3) above
     entered into with any bank meeting the qualifications specified in clause
     (3) above; and

          (5) investments in money market funds which invest substantially all
     their assets in securities of the types described in clauses (1) through
     (4) above.

          "Change of Control" means the occurrence of one or more of the
following events:

          (1) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     or properties of the Company and its Subsidiaries, taken as a whole, to any
     Person or group of related Persons for purposes of Section 13(d) of the
     Exchange Act (a "Group"), together with any Affiliates thereof (whether or
     not otherwise in compliance with the provisions of this Indenture) other
     than to a Permitted Holder or to either of Holdings or NACG Preferred
     provided that such sale, lease, exchange or other transfer is made in
     accordance with Section 5.1(a);

          (2) the approval by the holders of Capital Stock of Holdings or the
     Company, as the case may be, of any plan or proposal for the liquidation or
     dissolution of Holdings or the Company, as the case may be (whether or not
     otherwise in compliance with the provisions of this Indenture);

          (3) any Person or Group (other than a Permitted Holder and any entity
     formed by a Permitted Holder solely for the purpose of owning Capital Stock
     of Holdings) shall become the beneficial owner, directly or indirectly
     (with beneficial ownership being as defined and calculated as set forth in
     Rules 13d-3 and 13d-5 under the Exchange Act), of shares representing more
     than 50% of the Capital Stock (measured by voting power rather than number
     of shares) that is at the time entitled to vote for the election of the
     Board of Directors of Holdings or the Company; or

                                       4



          (4) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors of the Company
     or Holdings (together with any new directors whose election by such Board
     of Directors or whose nomination for election by the shareholders of the
     Company or Holdings, as applicable, was approved by a vote of a majority of
     the directors then still in office who either were directors at the
     beginning of such period or whose election or nomination for election was
     previously so approved) cease for any reason (other than death) to
     constitute a majority of the Board of Directors then in office.

          Notwithstanding anything to the contrary contained in this definition
of "Change of Control," the transactions occurring on the Issue Date and the
prior acquisitions by Holdings of NACG Preferred and by NACG Preferred of the
Company, shall not give rise to, or be deemed to result in, a "Change of
Control" for all purposes hereunder.

          "Clearstream" means Clearstream Banking, Societe Anonyme, Luxembourg.

          "Commission" means the Securities and Exchange Commission.

          "Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

          "Company" means North American Energy Partners Inc., a Canadian
federal corporation, or any successor obligor under this Indenture and the Notes
pursuant to Article V.

          "Consolidated EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of:

          (1) Consolidated Net Income; and

          (2) to the extent Consolidated Net Income has been reduced thereby:

               (a) all income taxes of such Person and its Restricted
          Subsidiaries paid or accrued in accordance with GAAP for such period;

               (b) Consolidated Interest Expense; and

               (c) Consolidated Non-cash Charges less any non-cash items
          increasing Consolidated Net Income for such period,

          all as determined on a consolidated basis for such Person and its
Restricted Subsidiaries in accordance with GAAP.

          "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the latest four
full fiscal quarters (the "Four Quarter Period") ending prior to the date of the
transaction or event giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio for which financial statements are

                                       5



available (the "Transaction Date") to Consolidated Fixed Charges of such Person
for the Four Quarter Period. In addition to and without limitation of the
foregoing, for purposes of this definition, "Consolidated EBITDA" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis for the period of such calculation to:

          (1)  the incurrence or repayment, repurchase, defeasance, discharge or
     other retirement of any Indebtedness of such Person or any of its
     Restricted Subsidiaries (and the application of the proceeds thereof)
     giving rise to the need to make such calculation and any incurrence or
     repayment, repurchase, defeasance, discharge or other retirement of other
     Indebtedness (and the application of the proceeds thereof), other than the
     incurrence or repayment of Indebtedness in the ordinary course of business
     for working capital purposes pursuant to working capital facilities,
     occurring during the Four Quarter Period or at any time subsequent to the
     last day of the Four Quarter Period and on or prior to the Transaction
     Date, as if such incurrence or repayment, repurchase, defeasance, discharge
     or other retirement, as the case may be (and the application of the
     proceeds thereof), occurred on the first day of the Four Quarter Period;
     and

          (2)  any Asset Sale or Asset Acquisition (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such Person or one of its Restricted
     Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
     result of the Asset Acquisition) incurring, assuming or otherwise being
     liable for Acquired Indebtedness and also including any Consolidated EBITDA
     (including any pro forma expense and cost reductions calculated on a basis
     consistent with Regulation S-X under the Exchange Act) attributable to the
     assets which are the subject of the Asset Acquisition or Asset Sale during
     the Four Quarter Period) occurring during the Four Quarter Period or at any
     time subsequent to the last day of the Four Quarter Period and on or prior
     to the Transaction Date, as if such Asset Sale or Asset Acquisition
     (including the incurrence, assumption or liability for any such Acquired
     Indebtedness) occurred on the first day of the Four Quarter Period. If such
     Person or any of its Restricted Subsidiaries directly or indirectly
     guarantees Indebtedness of a third Person, the preceding sentence shall
     give effect to the incurrence of such guaranteed Indebtedness as if such
     Person or any Restricted Subsidiary of such Person had directly incurred or
     otherwise assumed such guaranteed Indebtedness.

     Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio":

          (1)  interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date; and

          (2)  notwithstanding clause (1) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Interest Swap Obligations, shall be deemed to
     accrue at the rate per annum resulting after giving effect to the operation
     of such agreements.

                                        6



          "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1)  Consolidated Interest Expense; plus

          (2)  the product of (x) the amount of all dividend payments on any
     series of Preferred Stock of such Person (other than dividends paid in
     Qualified Capital Stock) paid or accrued during such period times (y) a
     fraction, the numerator of which is one and the denominator of which is one
     minus the then current effective consolidated federal, Canadian federal,
     state, provincial, territorial and local income tax rate of such Person,
     expressed as a decimal.

          "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication:

          (1)  the aggregate of the interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     determined on a consolidated basis in accordance with GAAP, including
     without limitation: (a) any amortization of debt discount and amortization
     of deferred financing costs; (b) the net costs under Interest Swap
     Obligations; (c) all capitalized interest; and (d) the interest portion of
     any deferred payment obligation; and

          (2)  the interest component of Capitalized Lease Obligations paid,
     accrued and/or scheduled to be paid or accrued by such Person and its
     Restricted Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP.

          "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom:

          (1)  after-tax gains or losses from Asset Sales (without regard to the
     $5.0 million limitation set forth in the definition thereof) or
     abandonments or reserves relating thereto;

          (2)  after-tax items classified as extraordinary or nonrecurring gains
     or losses;

          (3)  the net income of any Person acquired in a "pooling of interests"
     transaction accrued prior to the date it becomes a Restricted Subsidiary of
     the referent Person or is merged or consolidated with the referent Person
     or any Restricted Subsidiary of the referent Person;

          (4)  the net income (but not loss) of any Restricted Subsidiary of the
     referent Person to the extent that the declaration of dividends or similar
     distributions by that Restricted Subsidiary of that income is restricted by
     a contract, operation of law or otherwise; provided, however, that such
     income shall be included in determining Consolidated Net Income up to the
     aggregate amount of cash that could have been distributed by such
     Restricted Subsidiary to the Company or another Restricted Subsidiary as a
     dividend in compliance with such restriction;

                                        7



          (5)  the net income of any Person, other than a Restricted Subsidiary
     of the referent Person, except to the extent of cash dividends or
     distributions paid to the referent Person or to a Restricted Subsidiary of
     the referent Person by such Person;

          (6)  any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Consolidated Net
     Income accrued at any time following the Issue Date;

          (7)  income or loss attributable to discontinued operations
     (including, without limitation, operations disposed of during such period
     whether or not such operations were classified as discontinued);

          (8)  in the case of a successor to the referent Person by
     consolidation or merger or as a transferee of the referent Person's assets,
     any earnings of the successor corporation prior to such consolidation,
     merger or transfer of assets; and

          (9)  the cumulative effect of a change in accounting principles.

          "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

          "Consolidated Non-cash Charges" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Restricted Subsidiaries reducing Consolidated Net Income
of such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charge that
requires an accrual of or a reserve for cash charges for any future period).

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.2 or such other address as to which the Trustee
may give notice to the Company.

          "Credit Agreement" means the Credit Agreement dated as of November 26,
2003, among the Company, the lenders party thereto in their capacities as
lenders thereunder, BNP Paribas, as syndication agent, and Royal Bank of Canada,
as administrative agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any deferrals, renewals,
amendments and restatements thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
refunding, replacing or otherwise substituting, restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement or agreements and whether by the same or any other agent,
lender, creditor or group of lenders or creditors.

                                        8



          "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values or exchange rates.

          "Default" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

          "Depositary" means, with respect to the Notes issuable in whole or in
part in global form, the Person specified in Section 2.6(g) as the Depositary
with respect to the Notes, until a successor shall have been appointed and
become such pursuant to the applicable provisions hereof, and, thereafter,
"Depositary" shall mean or include such successor.

          "Designation" has the meaning given to this term in Section 4.21.

          "Designation Amount" has the meaning given to this term in Section
4.21.

          "Disqualified Capital Stock" means that portion of any Capital Stock
that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable at the option of the holder thereof), or upon
the happening of any event (other than an event that would constitute (i) a
Change of Control or (ii) an Asset Sale if the terms of such Capital Stock
provide that the Company may not purchase or redeem such Capital Stock except in
compliance with Section 4.7), matures or is mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise, or is redeemable at the sole option of
the holder thereof (except, in each case, upon the occurrence of (i) a Change of
Control or (ii) an Asset Sale if the terms of such Capital Stock provide that
the Company may not purchase or redeem such Capital Stock except in compliance
with Section 4.7) on or prior to the date on which the Notes mature or are
redeemed or retired in full.

          "Equity Investors" means, collectively, The Sterling Group, L.P.,
Genstar Capital, L.P., Perry Strategic Capital Inc. and Stephens Group, Inc.

          "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

          "Exchange Offer" means the offer that shall be made by the Company
pursuant to the Registration Rights Agreement to exchange Series A Notes for
Series B Notes.

          "Fair Market Value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Determination of
fair market value shall be by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company.

                                        9



          "GAAP" means generally accepted accounting principles set forth in
Canada, consistently applied, as in effect from time to time.

          "Group" as defined in definition of "Change of Control."

          "guarantee" means a direct or indirect guarantee (other than by
endorsement of negotiable instruments in the ordinary course of business) by any
Person of any Indebtedness of any other Person and includes any obligation,
direct or indirect, contingent or otherwise, of such Person: (1) to purchase or
pay (or advance or supply funds for the purchase or payment of) Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to take-or-pay, or to maintain financial statement
conditions or otherwise); or (2) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
"guarantee," when used as a verb, and "guaranteed" have correlative meanings.

          "Guarantor" means: (1) each of the Company's Subsidiaries existing on
the Issue Date and named as such in this Indenture; and (2) each of the
Company's Restricted Subsidiaries that in the future executes a supplemental
indenture in which such Restricted Subsidiary agrees to be bound by the terms of
this Indenture as a Guarantor; provided that any Person constituting a Guarantor
as described above shall cease to constitute a Guarantor when its respective
Guarantee is released in accordance with the terms of this Indenture.

          "Holder" means a Person in whose name a Note is registered.

          "Holdings" means NACG Holdings, Inc., the owner of 100% of the
outstanding share capital of NACG Preferred.

          "Indebtedness" means with respect to any Person, without duplication:

          (1)  all indebtedness of such Person for borrowed money;

          (2)  all indebtedness of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3)  all Capitalized Lease Obligations of such Person;

          (4)  the deferred purchase price of property, conditional sale
     obligations and all obligations under any title retention agreement (but
     excluding trade accounts payable and other accrued liabilities arising in
     the ordinary course of business that are not overdue by 90 days or more or
     are being contested in good faith by appropriate proceedings promptly
     instituted and diligently conducted);

          (5)  all obligations for the reimbursement of any obligor on any
     letter of credit, banker's acceptance or similar credit transaction;

          (6)  guarantees and other contingent obligations in respect of
     Indebtedness referred to in clauses (1) through (5) above and clause (8)
     below;

                                       10



          (7)  obligations of any other Person of the type referred to in
     clauses (1) through (6) that are secured by any lien on any property or
     asset of such Person, the amount of such obligation being deemed to be the
     lesser of the Fair Market Value of such property or asset and the amount of
     the obligation so secured;

          (8)  net obligations under Currency Agreements and Interest Swap
     Obligations of such Person; and

          (9)  Disqualified Capital Stock issued by such Person with the amount
     of Indebtedness represented by such Disqualified Capital Stock being equal
     to the greater of its voluntary or involuntary liquidation preference and
     its maximum fixed repurchase price, but excluding accrued dividends, if
     any.

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such price shall be the Fair Market Value thereof.

     The amount of any Indebtedness outstanding as of any date will be:

          (1)  the accreted value of the Indebtedness, in the case of any
     Indebtedness issued with original issue discount; and

          (2)  the principal amount of the Indebtedness, together with any
     interest on the Indebtedness that is more than 30 days past due, in the
     case of any other Indebtedness.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Independent Financial Advisor" means a firm:

          (1)  that does not, and whose directors, officers or Affiliates do
     not, have a material direct or indirect financial interest in the Company;
     and

          (2)  that, in the judgment of the Board of Directors of the Company,
     is otherwise independent and qualified to perform the task for which it is
     to be engaged.

          "Initial Purchasers" means BNP Paribas Securities Corp. and RBC
Dominion Securities Corporation.

          "Interest Swap Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall also include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                                       11



          "Investment" means, with respect to any Person, any direct or indirect
investment in any other Person in the form of loans, advances or other
extensions of credit (including, without limitation, a guarantee) or capital
contributions to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or
any purchase or acquisition for consideration by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Company and its Restricted Subsidiaries in the ordinary course of
business. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Common Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, the Company no longer owns, directly or indirectly, greater than
50% of the outstanding Common Stock of such Restricted Subsidiary, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the Fair Market Value of the Common Stock of such
Restricted Subsidiary not sold or disposed of.

          "Issue Date" means November 26, 2003.

          "Lien" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

          "Liquidated Damages" means all liquidated damages on Series A Notes
then owing pursuant to Section 4 of the Registration Rights Agreement or the
comparable section of any registration rights agreement entered into in
connection with the issuance of any Additional Notes.

          "NACG Preferred" means NACG Preferred Corp., the owner of 100% of the
outstanding share capital of the Company.

          "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

          (1)  reasonable out-of-pocket expenses and fees relating to such Asset
     Sale (including, without limitation, legal, accounting and investment
     banking fees and sales commissions and other direct costs of sale);

          (2)  taxes paid or payable after taking into account any reduction in
     consolidated tax liability due to available tax credits or deductions and
     any tax sharing arrangements;

          (3)  repayment of Indebtedness that is secured by a Lien on the
     property or assets that are the subject of such Asset Sale; and

          (4)  appropriate amounts to be provided by the Company or any
     Restricted Subsidiary, as the case may be, as a reserve, in accordance with
     GAAP, against any liabilities associated with such Asset Sale and retained
     by the Company or any Restricted

                                       12



     Subsidiary, as the case may be, after such Asset Sale, including, without
     limitation, pension and other post-employment benefit liabilities,
     liabilities related to environmental matters and liabilities under any
     indemnification obligations associated with such Asset Sale.

          Further, with respect to an Asset Sale by a Restricted Subsidiary that
     is not a Wholly-Owned Restricted Subsidiary, Net Cash Proceeds shall be
     reduced pro rata for the portion of the equity of such Subsidiary that is
     not owned by the Company.

          "Non-Recourse Debt" means Indebtedness of a Subsidiary:

          (1)  as to which neither the Company nor any Restricted Subsidiary (a)
     provides credit support of any kind (including any undertaking, agreement
     or instrument that would constitute Indebtedness), (b) is directly or
     indirectly liable as a guarantor or otherwise or (c) constitutes the
     lender;

          (2)  no default with respect to which (including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or both any holder of
     any Indebtedness (other than the Notes) of the Company or any Restricted
     Subsidiary to declare a default on the other Indebtedness or cause the
     payment thereof to be accelerated or payable prior to its stated maturity;
     and

          (3)  as to which the lenders have been notified in writing that they
     will not have any recourse to the Capital Stock or assets of the Company or
     any Restricted Subsidiary.

          "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

          "Notes" means the Notes that are issued under this Indenture, as
amended or supplemented from time to time, including Additional Notes, if any,
and any Notes issued in exchange for the Notes pursuant to the Registration
Rights Agreement, if any. The Series A Notes and the Series B Notes shall
constitute one series of Notes for all purposes under this Indenture.

          "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

          "Officer" means, (a) with respect to any Person that is a corporation,
the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Controller or principal
accounting officer, the Treasurer, the Secretary or any Vice-President of such
Person and (b) with respect to any other Person, the individuals selected by
such Person to perform functions similar to those of the officers listed in
clause (a).

          "Officers' Certificate" means a certificate signed on behalf of the
Company by the Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer, the Secretary

                                       13



or the Controller or principal accounting officer of the Company, that meets the
requirements of Sections 12.4 and 12.5.

          "Opinion of Counsel" means an opinion from legal counsel, who may be
an employee of or counsel to the Company, who is reasonably acceptable to the
Trustee that meets the requirements of Sections 12.4 and 12.5.

          "Permitted Holders" means The Sterling Group, L.P., Genstar Capital,
L.P., Perry Strategic Capital Inc. and Stephens Group, Inc. and their respective
Affiliates (in each case, other than portfolio companies thereof).

          "Permitted Investments" means:

          (1)  Investments by the Company or any Restricted Subsidiary of the
     Company in any Person that is or will become immediately after such
     Investment a Restricted Subsidiary of the Company or that will merge or
     consolidate into the Company or a Restricted Subsidiary of the Company;

          (2)  Investments in the Company by any Restricted Subsidiary of the
     Company; provided that any Indebtedness evidencing such Investment and held
     by a Restricted Subsidiary that is not a Guarantor is unsecured and
     subordinated, pursuant to a written agreement, to the Company's obligations
     under the Notes and this Indenture;

          (3)  investments in cash and Cash Equivalents;

          (4)  Currency Agreements and Interest Swap Obligations entered into by
     the Company or its Restricted Subsidiaries and otherwise in compliance with
     this Indenture;

          (5)  additional Investments not to exceed $15.0 million at any one
     time outstanding;

          (6)  Investments in securities of trade creditors or customers
     received pursuant to any plan of reorganization or similar arrangement upon
     the bankruptcy or insolvency of such trade creditors or customers or in
     good faith settlement of delinquent obligations of such trade creditors or
     customers;

          (7)  receivables owing to the Company or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Company or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (8)  Investments in prepaid expenses, negotiable instruments held for
     collection or deposit and lease, utility and workers compensation,
     performance and similar deposits entered into in the ordinary course of
     business;

                                       14



          (9)  Investments made by the Company or its Restricted Subsidiaries as
     a result of consideration received in connection with an Asset Sale made in
     compliance with Section 4.10;

          (10) Investments represented by guarantees that are otherwise
     permitted under this Indenture;

          (11) Investments the payment for which is Qualified Capital Stock of
     the Company or Holdings;

          (12) any assets acquired as a result of a foreclosure by the Company
     or any such Restricted Subsidiary with respect to any secured Permitted
     Investment or other transfer of title with respect to any secured Permitted
     Investment in default;

          (13) Investments existing on of the Issue Date and any amendment,
     extension, substitution, renewal or modification thereof to the extent that
     any such amendment, extension, substitution, renewal or modification does
     not require the Company or any Restricted Subsidiary to make any additional
     cash or non-cash payments or provide additional services in connection
     therewith;

          (14) Investments to support bonding arrangements in the ordinary
     course of business;

          (15) Investments in Permitted Joint Ventures in an amount not to
     exceed $10.0 million at any time outstanding; and

          (16) loans or advances to employees or customers in the ordinary
     course of business and guarantees or similar obligations with respect to
     the foregoing in an amount not to exceed $1.0 million in each fiscal year.

          "Permitted Joint Venture" means an entity characterized as a joint
venture in which the Company or a Restricted Subsidiary (a) owns at least 30% of
the ownership interest and (b) has the right to receive a percentage of the
profits or distributions at least equal to the percentage of its ownership
interest.

          "Permitted Liens" means the following types of Liens:

          (1)  Liens existing as of the Issue Date to the extent and in the
     manner such Liens are in effect on the Issue Date;

          (2)  Liens securing Indebtedness under the Credit Agreement in an
     amount not to exceed the sum of (i) $50.0 million, plus (ii) the greater of
     (x) $70.0 million and (y) the Borrowing Base, plus (iii) any fees,
     interest, premiums, expenses, indemnifications and similar amounts payable
     in connection with such Indebtedness;

          (3)  Liens securing the Notes and the Guarantees;

                                       15



          (4)  Liens of the Company or a Wholly Owned Restricted Subsidiary of
     the Company on assets of any Restricted Subsidiary of the Company;

          (5)  Liens securing Refinancing Indebtedness that is incurred in
     accordance with the provisions of this Indenture to Refinance any
     Indebtedness that has been secured by a Lien permitted under this
     Indenture; provided, however, that such Liens: (a) are no less favorable to
     the Holders in any material respect and are not more favorable to the
     lienholders in any material respect with respect to such Liens than the
     Liens in respect of the Indebtedness being Refinanced; and (b) do not
     extend to or cover any property or assets of the Company or any of its
     Restricted Subsidiaries not securing the Indebtedness so Refinanced; and

          (6)  Liens for taxes, assessments or governmental charges or claims
     either (a) not delinquent or (b) contested in good faith by appropriate
     proceedings and as to which the Company or its Restricted Subsidiaries
     shall have set aside on its books such reserves as may be required pursuant
     to GAAP;

          (7)  statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
     incurred in the ordinary course of business for sums not yet delinquent or
     being contested in good faith, if such reserve or other appropriate
     provision, if any, as shall be required by GAAP shall have been made in
     respect thereof;

          (8)  Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, including any Lien securing letters of
     credit issued in the ordinary course of business consistent with past
     practice in connection therewith, or to secure the performance of tenders,
     statutory obligations, surety and appeal bonds, bids, leases, government
     contracts, performance and return-of-money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money);

          (9)  judgment Liens not giving rise to an Event of Default so long as
     any appropriate legal proceedings which may have been duly initiated for
     the review of such judgment shall not have been finally terminated or the
     period within which such proceedings may be initiated shall not have
     expired;

          (10) easements, rights-of-way, zoning restrictions and other similar
     charges or encumbrances in respect of real property not interfering in any
     material respect with the ordinary conduct of the business of the Company
     or any of its Restricted Subsidiaries;

          (11) any interest or title of a lessor under any Capitalized Lease
     Obligation; provided that such Liens do not extend to any property or
     assets which is not leased property subject to such Capitalized Lease
     Obligation;

          (12) Liens securing Purchase Money Indebtedness incurred or in the
     ordinary course of business; provided, however, that (a) such Purchase
     Money Indebtedness shall not exceed the purchase price or other cost of
     such property or equipment and shall not be secured by any property or
     equipment of the Company or any Restricted Subsidiary of

                                       16



     the Company other than the property and equipment so acquired or
     constructed and (b) the Lien securing such Purchase Money Indebtedness
     shall be created within 90 days of such acquisition or construction;

          (13) Liens upon specific items of inventory or other goods and
     proceeds of any Person securing such Person's obligations in respect of
     bankers' acceptances issued or created for the account of such Person to
     facilitate the purchase, shipment or storage of such inventory or other
     goods;

          (14) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other property
     relating to such letters of credit and products and proceeds thereof;

          (15) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual, or warranty requirements of the
     Company or any of its Restricted Subsidiaries, including rights of offset
     and set off;

          (16) Liens securing Interest Swap Obligations that relate to
     Indebtedness that is otherwise permitted under this Indenture;

          (17) Liens securing Indebtedness under Currency Agreements;

          (18) Liens securing Acquired Indebtedness incurred in accordance with
     Section 4.9; provided that:

               (a) such Liens secured such Acquired Indebtedness at the time of
          and prior to the incurrence of such Acquired Indebtedness by the
          Company or a Restricted Subsidiary of the Company and were not granted
          in connection with, or in anticipation of, the incurrence of such
          Acquired Indebtedness by the Company or a Restricted Subsidiary of the
          Company; and

               (b) such Liens do not extend to or cover any property or assets
          of the Company or of any of its Restricted Subsidiaries other than the
          property or assets that secured the Acquired Indebtedness prior to the
          time such Indebtedness became Acquired Indebtedness of the Company or
          a Restricted Subsidiary of the Company and are no more favorable to
          the lienholders than those securing the Acquired Indebtedness prior to
          the incurrence of such Acquired Indebtedness by the Company or a
          Restricted Subsidiary of the Company.

          (19) Liens on assets of a Restricted Subsidiary of the Company that is
     not a Guarantor to secure Indebtedness of such Restricted Subsidiary that
     is otherwise permitted under this Indenture;

          (20) leases, subleases, licenses and sublicenses granted to others
     that do not materially interfere with the ordinary course of business of
     the Company and its Restricted Subsidiaries;

                                       17



          (21) banker's Liens, rights of setoff and similar Liens with respect
     to cash and Cash Equivalents on deposit in one or more bank accounts in the
     ordinary course of business;

          (22) Liens arising from filing financing statements under the Uniform
     Commercial Code or other applicable personal property security laws
     regarding leases;

          (23) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payments of custom duties in connection with the
     importation of goods; and

          (24) additional Liens securing Indebtedness or trade payables in an
     aggregate amount not to exceed $25.0 million at any time outstanding.

          "Person" means an individual, partnership (general or limited),
corporation, limited liability company, unincorporated organization,
association, joint stock company, trust or joint venture, or a governmental
agency or political subdivision thereof.

          "PORTAL Market" means the Private Offerings, Resales and Trading
through Automatic Linkages Market, commonly referred to as the Portal Market,
operated by the National Association of Securities Dealers, Inc. or any
successor thereto.

          "Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

          "Public Equity Offering" means an underwritten primary public offering
of Qualified Capital Stock of Holdings or the Company pursuant to an effective
registration statement filed with the Commission in accordance with the
Securities Act (excluding registration statements filed on Form S-8) or a
prospectus filed with the applicable Canadian Securities Regulators in
accordance with applicable Canadian Securities Laws; provided that, in the event
of a Public Equity Offering by Holdings, Holdings contributes to the capital of
the Company the portion of the net cash proceeds of such Public Equity Offering
necessary to pay the aggregate Redemption Price of the Notes to be redeemed
pursuant to Section 3.8.

          "Purchase Date" means, with respect to any Note to be repurchased
pursuant to Section 4.10 or Section 4.15, the date fixed for such repurchase by
or pursuant to this Indenture.

          "Purchase Money Indebtedness" means Indebtedness of the Company and
its Restricted Subsidiaries incurred for the purpose of financing all or any
part of the purchase price, or the cost of installation, construction or
improvement, of property, equipment or a business.

          "Purchase Price" means the amount payable for the repurchase of any
Note on a Purchase Date, exclusive of accrued and unpaid interest and Liquidated
Damages (if any) thereon to the Purchase Date, unless otherwise specifically
provided.

          "QIB" means a qualified institutional buyer as defined in Rule 144A
under the Securities Act.

                                       18



          "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

          "Redemption Date" means, with respect to any Note or portion thereof
to be redeemed, the date fixed for such redemption by or pursuant to this
Indenture.

          "Redemption Price" means the amount payable for the redemption of any
Note or portion thereof on a Redemption Date, exclusive of accrued and unpaid
interest and Liquidated Damages (if any) thereon to the Redemption Date, unless
otherwise specifically provided.

          "Refinance" means, in respect of any security or Indebtedness, to
refinance, restructure, defer, extend, renew, refund, repay, prepay, redeem,
defease or retire, or to issue a security or Indebtedness in exchange or
replacement for, such security or Indebtedness in whole or in part. "Refinanced"
and "Refinancing" shall have correlative meanings.

          "Refinancing Indebtedness" means any Indebtedness of the Company or a
Restricted Subsidiary issued in exchange for, or the proceeds form the issuance
and sale or disbursement of which are used substantially concurrently to
Refinance in whole or in part, any Indebtedness of the Company or any Restricted
Subsidiary, in each case that does not:

          (1)  result in an increase in the aggregate principal amount (or
     accreted value, if applicable) of Indebtedness of such Person as of the
     date of such proposed Refinancing (plus the amount of any premium required
     to be paid under the terms of the instrument governing such Indebtedness
     and plus the amount of reasonable fees and expenses incurred by the Company
     or any Restricted Subsidiary in connection with such Refinancing); or

          (2)  create Indebtedness with: (a) a Weighted Average Life to Maturity
     that is less than the Weighted Average Life to Maturity of the Indebtedness
     being Refinanced; or (b) a final maturity earlier than the final maturity
     of the Indebtedness being Refinanced; provided that (x) if such
     Indebtedness being Refinanced is Indebtedness solely of the Company (and is
     not otherwise guaranteed by a Restricted Subsidiary of the Company), then
     such Refinancing Indebtedness shall be Indebtedness solely of the Company
     and (y) if such Indebtedness being Refinanced is subordinate or junior to
     the Notes or any Guarantee, then such Refinancing Indebtedness shall be
     subordinate to the Notes or such Guarantee, as the case may be, at least to
     the same extent and in the same manner as the Indebtedness being
     Refinanced.

          "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among the Company, the Guarantors and the
Initial Purchasers.

          "Regulation S" means Regulation S as promulgated under the Securities
Act.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer of the Trustee assigned by the Trustee to administer this Indenture
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

                                       19



          "Restricted Payment" means any of the following:

          (1)  the declaration or payment of any dividend or making any
     distribution (other than dividends or distributions payable in Qualified
     Capital Stock of the Company) on or in respect of shares of the Company's
     Capital Stock to the direct or indirect holders of such Capital Stock;

          (2)  the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company;

          (3)  the making of any principal payment on, or the purchase,
     defeasance, redemption, prepayment, decreasing or other acquisition or
     retirement for value, prior to any scheduled final maturity, scheduled
     repayment or scheduled sinking fund payment, of any Indebtedness that by
     its terms is subordinated to the Notes (other than such Indebtedness that
     is held by the Company or any Restricted Subsidiary); or

          (4)  making of any Investment (other than Permitted Investments).

          "Restricted Subsidiary" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Series A Notes" means the Company's 8 3/4% Senior Notes due 2011
issued under this Indenture and not registered under the Securities Act, whether
issued on the Issue Date or thereafter, including any Additional Notes, if
applicable.

          "Series B Notes" means notes issued by the Company hereunder
containing terms substantially identical to the Series A Notes (except that (i)
the legend or legends relating to transferability and other related matters set
forth on the Series A Notes, including the text referred to in footnote 2 of
Exhibit A, shall be removed or appropriately altered, and (ii) as otherwise set
forth herein), to be offered to Holders of Series A Notes in exchange for such
Series A Notes pursuant to the Exchange Offer or any exchange offer specified in
any registration rights agreement relating to Additional Notes or in a
registered public offering of Additional Notes. Each Series B Note issued in
exchange for a Series A Note in the Exchange Offer or any such other exchange
offer represents the same indebtedness as the Series A Note for which it was
exchanged, and the Exchange Offer or any such other exchange offer do not result
in a repayment or extinguishment of the Indebtedness initially represented by
such Series A Notes. No Series B Note will be entitled to Liquidated Damages.

                                       20



          "Significant Subsidiary" means any Restricted Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the Issue Date.

          "Subsidiary", with respect to any Person, means:

          (1)  any corporation of which the outstanding Capital Stock having at
     least a majority of the votes entitled to be cast in the election of
     directors under ordinary circumstances shall at the time be owned, directly
     or indirectly, by such Person; or

          (2)  any other Person of which at least a majority of the voting
     interest under ordinary circumstances is at the time, directly or
     indirectly, owned by such Person.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; provided that in the event the Trust Indenture Act of 1939 is
amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "Transfer Restricted Security" means a Note that is a restricted
security as defined in Rule 144(a)(3) under the Securities Act.

          "Trustee" means the party named as such in the first paragraph of this
instrument until a successor replaces it in accordance with the applicable
provisions of this Indenture, and thereafter means the successor serving
hereunder.

          "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Company in accordance with Section 4.21 and (2) any Subsidiary
of an Unrestricted Subsidiary.

          "U.S. Government Securities" shall mean securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Securities or a specific payment of interest
on or principal of any such U.S. Government Securities held by such custodian
for the account of the holder of a depository receipt.

          "U.S. Person" means any U.S. Person as defined in Regulation S.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number

                                       21



of years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.

          "Wholly Owned Restricted Subsidiary" of any Person means any Wholly
Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

          "Wholly Owned Subsidiary" of any Person means any Subsidiary of such
Person of which all the outstanding voting securities (other than directors'
qualifying shares or an immaterial amount of shares owned by other Persons) are
owned by such Person or any Wholly Owned Subsidiary of such Person.

Section 1.2.   Other Definitions.
               -----------------

     Term                                                     Defined in Section
     ----                                                     ------------------

     "Acceleration Notice".................................           6.2
     "Act".................................................         1.5(a)
     "Additional Amounts"..................................         12.9(a)
     "Adjusted Net Assets".................................          10.5
     "Affiliate Transaction"...............................         4.11(a)
     "Agent Members".......................................         2.6(b)
     "Certificated Notes"..................................           2.1
     "Change of Control Offer".............................         4.15(a)
     "Change of Control Offer Period"......................         3.10(b)
     "Covenant Defeasance".................................           8.3
     "Event of Default"....................................           6.1
     "Excluded Holder".....................................         12.9(a)
     "Foreign Person"......................................         2.6(c)
     "Funding Guarantor"...................................          10.5
     "Global Notes"........................................           2.1
     "Guarantee"...........................................          10.1
     "incur"...............................................         4.9(a)
     "Institutional Accredited Investors"..................           2.1
     "Legal Defeasance"....................................           8.2
     "Net Proceeds Offer"..................................         4.10(b)
     "Net Proceeds Offer Amount"...........................         4.10(b)
     "Net Proceeds Offer Payment Date".....................         4.10(b)
     "Net Proceeds Offer Trigger Date".....................         4.10(b)
     "Offshore Certificated Notes".........................           2.1
     "Original Currency"...................................         12.8(a)
     "Other Currency"......................................         12.8(a)
     "Paying Agent"........................................           2.3
     "Permanent Regulation S Global Note"..................           2.1
     "Permitted Indebtedness"..............................         4.9(b)
     "Private Placement Legend"............................         2.6(h)
     "Redesignation".......................................          4.21

                                       22



     Term                                                     Defined in Section
     ----                                                     ------------------

     "Reference Date"......................................     4.7(a)(iii)(v)
     "Registrar"...........................................           2.3
     "Regulation S Global Note"............................           2.1
     "Rule 144A Global Note"...............................           2.1
     "Special Redemption"..................................           3.8
     "Surviving Entity"....................................      5.1(a)(1)(b)
     "Taxes"...............................................         12.9(a)
     "Temporary Regulation S Global Note"..................           2.1
     "U.S. Certificated Notes".............................           2.1

Section 1.3.   Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following
meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee;

          "obligor" on the Notes means the Company and any successor obligor
upon the Notes.

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule under
the TIA have the meanings so assigned to them.

Section 1.4.   Rules of Construction.
               ---------------------

          Unless the context otherwise requires:

          (a)  a term has the meaning assigned to it;

          (b)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

          (c)  "or" is not exclusive;

          (d)  words in the singular include the plural, and in the plural
include the singular;

                                       23



          (e)  words used herein implying any gender shall apply to both
genders;

          (f)  "herein," "hereof" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision;

          (g)  the words "including," "includes" and similar words shall be
deemed to be followed by "without limitation;"

          (h)  "will" shall be interpreted to express a command;

          (i)  provisions apply to successive events and transactions; and

          (j)  references to sections of or rules under the Securities Act, the
Exchange Act and the TIA shall be deemed to include substitute, replacement and
successor sections or rules adopted by the Commission from time to time unless
otherwise specified.

Section 1.5.   Acts of Holders.
               ---------------

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of Holders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointment any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of the
TIA) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

          (b)  Without limiting the generality of the foregoing, a Holder,
including a Depositary that is a Holder of a Global Note, may make, give or
take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Note may provide its proxy or proxies to the beneficial
owners of interests in any such Global Note.

          (c)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.The

                                       24



fact and date of the execution of any such instrument or writing or the
authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

          (d)  The ownership, principal amount and serial numbers of Notes held
by any Person, and the date of commencement of such Person's holding the same,
shall be proved by the Trustee.

          (e)  Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Note shall bind every future holder
of the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

          (f)  The Company may set any day as the record date for the purpose of
determining Holders of outstanding Notes entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of Notes
(other than any such action provided or permitted to be taken under Section 6.1,
6.2 or 6.5), but the Company shall have no obligation to do so; provided, that
if the Company does set such a record date, it shall provide the Trustee with at
least five days advance notice of such record date. With regard to any record
date set pursuant to this paragraph, Holders of outstanding Notes of the
applicable series on such record date (or their duly appointed agents), and only
such Persons, shall be entitled to give or take the relevant action, whether or
not such Holders remain Holders after such record date. The Company shall notify
the Trustee in writing of any such record date not later than the date of the
first solicitation of any Holder to give or take any action.

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.   Form and Dating.
               ---------------

          The Series A Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage in
addition to those set forth in Exhibit A and Exhibit B. The Series B Notes and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit B. The notation on each Note relating to the Guarantees, if any,
shall be substantially in the form set forth in Exhibit C. Each Note shall be
dated the date of its authentication. The Notes shall be in denominations of
US$1,000 and integral multiples thereof.

          The terms and provisions contained in the Notes and Guarantees shall
constitute, and are hereby expressly made, a part of this Indenture, and the
Company, the Guarantors, if any, and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.

          Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single permanent global Note in registered form,
substantially in the form set forth in

                                       25



Exhibit A (the "Rule 144A Global Note"), deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the Rule
144A Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.

          Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form substantially in the form set forth in Exhibit A (the
"Temporary Regulation S Global Note"), deposited with the Trustee, as custodian
for the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. At any time following 40 days after the later
of the consummation of the offering of the Notes and the Issue Date (or, in the
case of Additional Notes, 40 days after the later of the consummation of the
offering of such Additional Notes or the date on which such Additional Notes
were originally issued), upon receipt by the Trustee and the Company of a duly
executed certificate substantially in the form of Exhibit D(1), a single
permanent Global Note in registered form substantially in the form set forth in
Exhibit A (the "Permanent Regulation S Global Note," and together with the
Temporary Regulation S Global Note, the "Regulation S Global Note") duly
executed by the Company and authenticated by the Trustee as hereinafter provided
shall be deposited with the Trustee, as custodian for the Depositary. The
aggregate principal amount of the Regulation S Global Note may from time to time
be increased or decreased by adjustments made in the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

          Subject to Section 2.6(g), Notes offered and sold to institutional
accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) ("Institutional Accredited Investors"), if any, shall be issued
in the form of permanent U.S. Certificated Notes in registered form in
substantially the form set forth in Exhibit A (the "U.S. Certificated Notes").
Notes issued pursuant to Section 2.6 in exchange for interests in the Rule 144A
Global Note or the Regulation S Global Note shall be in the form of permanent
Certificated Notes in registered form substantially in the form set forth in
Exhibit A (the "Offshore Certificated Notes"), in the case of those issued in
exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the
case of those issued in exchange for the Rule 144A Global Note.

          The Offshore Certificated Notes and U.S. Certificated Notes are
sometimes collectively herein referred to as the "Certificated Notes." The Rule
144A Global Note and the Regulation S Global Note are sometimes referred to
herein as the "Global Notes."

Section 2.2.   Execution and Authentication.
               ----------------------------

          Two Officers of the Company shall sign the Notes for the Company by
manual or facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid. Each
Guarantor, if any, shall execute a Guarantee in the manner set forth in Section
10.7.

                                       26



          A Note shall not be valid until authenticated by the signature of the
Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

          The Trustee, upon a written order of the Company signed by two
Officers of the Company, together with the other documents required by Sections
12.4 and 12.5, shall authenticate (i) Series A Notes for original issue on the
Issue Date in the aggregate principal amount not to exceed US$200.0 million and
(ii) subsequent to the Issue Date and subject to Section 4.9, Additional Notes.
The Trustee, upon written order of the Company signed by two Officers of the
Company, together with the other documents required by Sections 12.4 and 12.5,
shall authenticate Series B Notes; provided that such Series B Notes shall be
issuable only upon the valid surrender for cancellation of Series A Notes of a
like aggregate principal amount in accordance with the Exchange Offer or an
exchange offer specified in any registration rights agreement relating to
Additional Notes or in connection with one or more registered public offerings
of Additional Notes. Such written order of the Company shall specify the amount
of Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated. Any Additional Notes shall be part of the same issue as
the Notes being issued on the Issue Date and will vote on all matters as one
class with the Notes being issued on the Issue Date, including, without
limitation, waivers, amendments, redemptions, Change of Control Offers and Net
Proceeds Offers.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

Section 2.3.   Registrar and Paying Agent.
               --------------------------

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
At the option of the Company, payment of interest and Liquidated Damages (if
any) may be made by check mailed to the Holders at their addresses set forth in
the register of Holders, provided that payment by wire transfer of immediately
available funds will be required with respect to principal, Redemption Price and
Purchase Price of, and interest and Liquidated Damages (if any) on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent at least five Business Days
before the relevant payment date. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall notify the Trustee in writing of the
name and address of any Paying Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar. The Depositary shall, by acceptance of a
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book-entry system

                                       27



maintained by the Depositary (or its agent), and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book entry.

          The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

          The Trustee is hereby authorized to enter into a letter of
representations with the Depositary in the form provided by the Company and to
act in accordance with such letter.

Section 2.4.   Paying Agents to Hold Money in Trust.
               ------------------------------------

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, interest and Liquidated Damages (if any) on the
Notes, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.5.   Holder Lists.
               ------------

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes, and the Company shall otherwise comply with TIA Section 312(a).

Section 2.6.   Transfer and Exchange.
               ---------------------

          (a)  Transfer and Exchange Generally; Book Entry Provisions. Upon
surrender for registration of transfer of any Note to the Registrar, and
satisfaction of the requirements for such transfer set forth in this Section
2.6, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes
of any authorized denominations and of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture and
bearing such restrictive legends as may be required by this Indenture.

          Notes may be exchanged for other Notes of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 4.2. Whenever any Notes are

                                       28



so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.

          All Notes presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing.
Except as otherwise provided in this Indenture, and in addition to the
requirements set forth in the legend referred to in Section 2.6(h)(i) below, in
connection with any transfer of Transfer Restricted Securities any request for
transfer shall be accompanied by a certification to the Trustee relating to the
manner of such transfer substantially in the form of Exhibit D(2).

          (b)  Book-Entry Provisions for the Global Notes. The Rule 144A Global
Note and Regulation S Global Note initially shall (i) be registered in the name
of the Depositary or the nominee of such Depositary, (ii) be delivered to the
Trustee as Note Custodian and (iii) bear legends as set forth in Section 2.6(h).

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Rule 144A Global Note or
Regulation S Global Note, as the case may be, held on their behalf by the
Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note
or Regulation S Global Note, as the case may be, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of the Rule 144A Global Note or Regulation S Global Note,
as the case may be, for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.

          Transfers of the Rule 144A Global Note and the Regulation S Global
Note shall be limited to transfers of such Rule 144A Global Note or Regulation S
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Beneficial interests in the Rule 144A Global Note and
the Regulation S Global Note may be transferred in accordance with the
applicable rules and procedures of the Depositary and the provisions of this
Section 2.6. The registration of transfer and exchange of beneficial interests
in a Global Note, which does not involve the issuance of a Certificated Note,
shall be effected through the Depositary, in accordance with this Indenture
(including the restrictions on transfer set forth herein) and the procedures of
the Depositary therefor. The Trustee shall have no responsibility or liability
for any act or omission of the Depositary.

          At any time at the request of the beneficial holder of an interest in
the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a
Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and

                                       29



the Note Custodian, the aggregate principal amount of the Rule 144A Global Note
or Permanent Regulation S Global Note, as appropriate, to be reduced by the
principal amount of the Certificated Note issued upon such request to such
beneficial holder and, following such reduction, the Company will execute and
the Trustee will authenticate and deliver to such beneficial holder (or its
nominee) a Certificated Note or Certificated Notes in the appropriate aggregate
principal amount in the name of such beneficial holder (or its nominee) and
bearing such restrictive legends as may be required by this Indenture.

          (c)  Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "Foreign Person"):

          (i)   the Registrar shall register the transfer of any Note, whether
     or not such Note bears the Private Placement Legend, if (x) the proposed
     transferee has certified in writing to the Registrar that the requested
     transfer is at least two years after the later of (A) the Issue Date of the
     Notes and (B) the last date on which any Notes were acquired from an
     Affiliate of the Company and has delivered legal opinions and such other
     information as the Trustee and the Company may reasonably require, or (y)
     the proposed transferee has delivered to the Registrar (A) a certificate
     substantially in the form of Exhibit E and (B) such certifications, legal
     opinions and other information as the Trustee and the Company may
     reasonably request to confirm that such transaction is in compliance with
     the Securities Act; and

          (ii)  if the proposed transferor is an Agent Member holding a
     beneficial interest in the Global Note, upon receipt by the Registrar of
     (x) the documents required by clause (i), and (y) instructions given in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and a decrease in
     the principal amount of the Global Note in an amount equal to the principal
     amount of the beneficial interest in the Global Note to be transferred, and
     the Company shall execute, and the Trustee shall authenticate and deliver,
     one or more Certificated Notes of like tenor and amount.

          (d)  Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Transfer Restricted
Security to a QIB (other than Foreign Persons):

          (i)   if the Note to be transferred consists of Certificated Notes or
     an interest in the Regulation S Global Note, the Registrar shall register
     the transfer if such transfer is being made by a proposed transferor who
     has checked the box provided for on a certificate substantially in the form
     of Exhibit D(2) stating, or has otherwise advised the Company and the
     Registrar in writing, that the sale has been made in compliance with the
     provisions of Rule 144A to a transferee who is a QIB within the meaning of
     Rule 144A and is aware that the sale to it is being made in reliance on
     Rule 144A; and

          (ii)  if the proposed transferee is an Agent Member, and the Note to
     be transferred consists of Certificated Notes or an interest in the
     Regulation S Global Note,

                                       30



     upon receipt by the Registrar of (x) the documents referred to in clause
     (i), and (y) instructions given in accordance with the Depositary's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Rule 144A
     Global Note in an amount equal to the principal amount of the Certificated
     Notes or the interest in the Regulation S Global Note, as the case may be,
     to be transferred, and the Trustee shall cancel the Certificated Notes or
     decrease the amount of the Regulation S Global Note so transferred.

          (e)  Transfers of Interests in the Temporary Regulation S Global Note.
The following provisions shall apply with respect to the registration of any
proposed transfer of interests in the Temporary Regulation S Global Note:

          (i)   the Registrar shall register the transfer of an interest in the
     Temporary Regulation S Global Certificate if (x) the proposed transferor
     has delivered to the Registrar a certificate substantially in the form of
     Exhibit F and the transferee shall have delivered a certificate
     substantially in the form of Exhibit D(1) stating, among other things, that
     the proposed transferee is a Foreign Person or (y) the proposed transferee
     is a QIB and the proposed transferor has checked the box provided for on a
     certificate substantially in the form of Exhibit D(2) stating, or has
     otherwise advised the Company and the Registrar in writing, that the sale
     has been made in compliance with the provisions of Rule 144A to a
     transferee who is a QIB within the meaning of Rule 144A, and is aware that
     the sale to it is being made in reliance on Rule 144A; and

          (ii)  if the proposed transferee is an Agent Member, upon receipt by
     the Registrar of (x) the documents referred to in clause (i), and (y)
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and an increase in the principal amount of the Rule 144A Global Note in an
     amount equal to the principal amount of the Temporary Regulation S Global
     Note to be transferred, and the Trustee, as Note Custodian, shall decrease
     the amount of the Temporary Regulation S Global Note.

          (f)  Transfers to Foreign Persons. The following provisions shall
apply with respect to any transfer of a Transfer Restricted Security to a
Foreign Person:

          (i)   the Registrar shall register any proposed transfer of a Note to
     a Foreign Person upon receipt of a certificate substantially in the form of
     Exhibit F from the proposed transferor and such certifications, legal
     opinions and other information as the Trustee or the Company may reasonably
     request; and

          (ii)  (a) if the proposed transferor is an Agent Member holding a
     beneficial interest in the Rule 144A Global Note or the Note to be
     transferred consists of Certificated Notes, upon receipt by the Registrar
     of (x) the documents required by clause (i), and (y) instructions given in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and a decrease in
     the principal amount of the Rule 144A Global Note in an amount equal to the
     principal amount of the beneficial interest in the Rule 144A Global Note or
     cancel the Certificated Notes, as the case may be, to be transferred, and
     (b) if the proposed transferee is an Agent

                                       31



     Member, upon receipt by the Registrar of instructions given in accordance
     with the Depositary's and the Registrar's procedures, the Registrar shall
     reflect on its books and records the date and an increase in the principal
     amount of the Regulation S Global Note in an amount equal to the principal
     amount of the Certificated Notes to be transferred, and the Trustee shall
     decrease the amount of the Rule 144A Global Note.

          (g)  The Depositary. The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository
Trust Company to act as Depositary with respect to the Global Notes. Initially,
the Rule 144A Global Note and the Regulation S Global Note shall be issued to
the Depositary, registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Note Custodian for Cede & Co.

          Certificated Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in the Rule 144A Global Note or the
Permanent Regulation S Global Note, as the case may be, if at any time:

          (i)   the Depositary for the Notes notifies the Company that the
     Depositary is unwilling or unable to continue as Depositary for the Rule
     144A Global Note or the Permanent Regulation S Global Note, as the case may
     be, and a successor Depositary is not appointed by the Company within 90
     days after delivery of such notice; or

          (ii)  the Company, at its sole discretion, notifies the Trustee in
     writing that it elects to cause the issuance of Certificated Notes under
     this Indenture,

and the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2, authenticate and deliver
Certificated Notes in an aggregate principal amount equal to the principal
amount of the Rule 144A Global Note or the Permanent Regulation S Global Note,
as the case may be, in exchange for such Global Notes. Notes in Certificated
form issued in exchange for a Global Note pursuant to this Section 2.6 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Certificated Notes in Certificated form to the persons in whose
names such Notes in Certificated form are so registered. Notwithstanding any
other provisions herein to the contrary, beneficial interests in Global Notes
may not be exchanged for Certificated Notes, and no Certificates Notes will be
issued, unless and until Certificated Notes have been delivered in exchange for
all beneficial interests in the Global Notes as provided in this paragraph.

          (h)  Legends.

          (i)   Except as permitted by the following paragraphs (ii) and (iii),
each Note certificate evidencing Global Notes and Certificated Notes (and all
Notes issued in exchange therefor or substitution thereof) shall (x) be subject
to the restrictions on transfer set forth in this Section 2.6 (including those
set forth in the legend below) unless such restrictions on transfer shall be
waived by written consent of the Company, and the holder of each Transfer
Restricted Security, by such Holder's acceptance thereof, agrees to be bound by
all such restrictions on transfer and (y) bear the legend set forth below (the
"Private Placement Legend"):

                                       32



     "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
     SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY
     NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
     OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
     HEREOF, THE HOLDER OF THIS NOTE OR ANY INTEREST HEREIN (1) REPRESENTS THAT
     (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
     THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
     IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
     ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2),
     (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES
     THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE
     RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO NORTH AMERICAN ENERGY
     PARTNERS INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
     QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR
     THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY
     A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
     REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
     THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
     THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
     COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
     PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
     SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION
     FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
     OPINION OF COUNSEL REASONABLY SATISFACTORY TO NORTH AMERICAN ENERGY
     PARTNERS INC. IF NORTH AMERICAN ENERGY PARTNERS INC. SO REQUESTS), OR (G)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
     TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
     CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
     ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
     INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE
     AND NORTH AMERICAN ENERGY PARTNERS INC. SUCH CERTIFICATIONS, LEGAL OPINIONS
     OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM
     THAT SUCH TRANSFER IS BEING MADE

                                       33



     PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
     "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING
     GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

     "The following legend is prescribed by applicable Canadian securities
     legislation and applies to trades in this Note involving persons in Canada:

          UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
          SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE THE EARLIER OF (1)
          THE DATE THAT IS 12 MONTHS AND A DAY AFTER THE DATE THE ISSUER FIRST
          BECAME A REPORTING ISSUER IN ANY OF ALBERTA, BRITISH COLUMBIA,
          MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AND SASKATCHEWAN, IF THE ISSUER
          IS A SEDAR FILER; AND (2) THE DATE THAT IS 12 MONTHS AND A DAY AFTER
          THE LATER OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE ISSUER
          BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE PURCHASER
          OF THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE."

          (ii)  Upon any sale or transfer of a Transfer Restricted Security
(including any Transfer Restricted Security represented by a Global Note)
pursuant to Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act:

          (a)  in the case of any Transfer Restricted Security that is a
     Certificated Note, the Registrar shall permit the Holder thereof to
     exchange such Transfer Restricted Security for a Certificated Note that
     does not bear the legend set forth in (i) above (other than the legend
     relating to compliance with Canadian securities laws) and rescind any
     restriction on the transfer of such Transfer Restricted Security; and

          (b)  in the case of any Transfer Restricted Security represented by a
     Global Note, such Transfer Restricted Security shall not be required to
     bear the legend set forth in (i) above (other than the legend relating to
     compliance with Canadian securities laws), but shall continue to be subject
     to the provisions of Section 2.6(b); provided, however, that with respect
     to any request for an exchange of a Transfer Restricted Security that is
     represented by a Global Note for a Certificated Note that does not bear the
     legend set forth in (i) above (other than the legend relating to compliance
     with Canadian securities laws), which request is made in reliance upon Rule
     144, the Holder thereof shall certify in writing to the Registrar that such
     request is being made pursuant to Rule 144 (such certifications to be
     substantially in the form of Exhibit D(2));

in each case, upon the delivery by the transferor of such opinions and other
information as the Trustee or the Company shall reasonably request.

                                       34



          (iii) Notwithstanding the foregoing, upon consummation of the Exchange
Offer, the Company shall issue and, upon receipt of an authentication order in
accordance with Section 2.2, the Trustee shall authenticate Series B Notes in
exchange for Series A Notes accepted for exchange in the Exchange Offer, which
Series B Notes shall not bear the legend set forth in (i) above (other than the
legend relating to compliance with Canadian securities laws), and the Registrar
shall rescind any restriction on the transfer of such Series A Notes, in each
case unless the Company has notified the Registrar in writing that the Holder of
such Series A Notes is either (A) a broker-dealer, (B) a Person participating in
the distribution of the Series A Notes or (C) a Person who is an affiliate (as
defined in Rule 144A) of the Company.

          (iv)  Each Global Note, whether or not a Transfer Restricted Security,
shall also bear the following legend on the face thereof:

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
     REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
     DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR
     NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
     NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND
     NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
     WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
     THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
     BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
     INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
     CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
     NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
     PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
     FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
     REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          (v)   Any Global Note may be endorsed with or have incorporated in the
text thereof such legends or recitals or changes not inconsistent with the
provisions of this Indenture as may be required by the Note Custodian, the
Depositary or by the National Association of Securities Dealers, Inc. in order
for the Notes to be tradable on the PORTAL Market or tradable on Euroclear or
Clearstream or as may be required for the Notes to be tradable on any other
market developed for trading of securities pursuant to Rule 144A or Regulation S
under the Securities Act or required to comply with any applicable law or any
regulation thereunder or

                                       35



with the rules and regulations of any securities exchange or automated quotation
system upon which the Notes may be listed or traded or to conform with any usage
with respect thereto, or to indicate any special limitations or restrictions to
which any particular Notes are subject.

          (i)  Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in Global Notes have been exchanged for Certificated
Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for Certificated Notes, redeemed, repurchased or cancelled, the
principal amount of Notes represented by such Global Notes shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or the Note Custodian, at the direction of the Trustee, to reflect such
reduction. In the event of any transfer of any beneficial interest between the
Rule 144A Global Note and the Regulation S Global Note in accordance with the
standing procedures and instructions between the Depositary and the Note
Custodian and the transfer restrictions set forth herein, the aggregate
principal amount of each of the Rule 144A Global Note and the Regulation S
Global Note shall be appropriately increased or decreased, as the case may be,
and an endorsement shall be made on each of the Rule 144A Global Note and the
Regulation S Global Note by the Trustee or the Note Custodian, at the direction
of the Trustee, to reflect such reduction or increase.

          (j)  General Provisions Relating to Transfers and Exchanges.

          (i)   To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Certificated Notes and Global
Notes at the Registrar's request.

          (ii)  No service charge shall be made to a Holder for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Section 2.6).

          (iii) The Registrar shall not be required to register the transfer of
or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

          (iv)  All Certificated Notes and Global Notes issued upon any
registration of transfer or exchange of Certificated Notes or Global Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Certificated Notes or Global
Notes surrendered upon such registration of transfer or exchange.

          (v)   The Company shall not be required:

          (a)  to issue, to register the transfer of or to exchange Notes during
     a period beginning at the opening of business 15 days before the day of any
     selection of Notes for redemption under Section 3.2 and ending at the close
     of business on the day of selection; or

                                       36



          (b)  to register the transfer of or to exchange any Note so selected
     for redemption in whole or in part, except the unredeemed portion of any
     Note being redeemed in part; or

          (c)  to register the transfer of or to exchange a Note between a
     record date and the next succeeding interest payment date.

          (vi)  Prior to due presentment of the registration of a transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the
purpose of all payments with respect to such Notes, and neither the Trustee, any
Agent nor the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Certificated Notes and Global
Notes in accordance with the provisions of Section 2.2.

Section 2.7.   Replacement Notes.
               -----------------

          If any mutilated Note is surrendered to the Trustee or either the
Company or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Company shall issue and the Trustee, upon receipt
of an authentication order in accordance with Section 2.2, shall authenticate a
replacement Note if the Trustee's requirements for replacement of Notes are met.
If required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Trustee and the
Company may charge the Holder for their expenses in replacing a Note.

          Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.8.   Outstanding Notes.
               -----------------

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee or the Note Custodian in accordance with the provisions hereof and those
described in this Section as not outstanding. Except as set forth in Section
2.9, a Note does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Note.

          If a Note is replaced pursuant to Section 2.7, it shall cease to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser for value.

          If the principal amount of any Note is considered paid under Section
4.1, it ceases to be outstanding and interest on it ceases to accrue.

                                       37



          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.9.   Treasury Notes.
               --------------

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or by any Affiliate thereof shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver of consent, only
Notes that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded.

Section 2.10.  Temporary Notes.
               ---------------

          Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an authentication order in accordance with
Section 2.2, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes, but may have such variations as
the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.  Cancellation.
               ------------

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy all
canceled Notes in accordance with the Trustee's usual procedures. The Trustee
shall maintain a record of the destruction of all canceled Notes. Certification
of the destruction of all canceled Notes shall be delivered to the Company. The
Company may not issue new Notes to replace Notes that have been paid or that
have been delivered to the Trustee for cancellation, except as expressly
provided in this Indenture.

Section 2.12.  Defaulted Interest.
               ------------------

          If the Company defaults in a payment of interest on the Notes, the
Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1. The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to

                                       38



the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.
Notwithstanding the foregoing, any interest that is paid prior to the expiration
of the 30-day period set forth in Section 6.1(a) may be paid to Holders of Notes
as of the record date for the interest payment date for which interest has not
been paid.

Section 2.13.  Persons Deemed Owners.
               ---------------------

          Prior to due presentment of a Note for registration of transfer and
subject to Section 2.12, the Company, the Trustee, any Paying Agent, any
co-registrar and any Registrar may deem and treat the person in whose name any
Note shall be registered upon the register of Notes kept by the Registrar as the
absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Company, any co-registrar or any Registrar) for the
purpose of receiving all payments with respect to such Note and for all other
purposes, and none of the Company, the Trustee, any Paying Agent, any
co-registrar or any Registrar shall be affected by any notice to the contrary.

Section 2.14.  CUSIP Numbers.
               -------------

          The Company in issuing the Notes may use a "CUSIP" number, and if so,
the Trustee shall use the CUSIP number in notices of redemption or exchange as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall notify
the Trustee of any change to the CUSIP numbers.

Section 2.15.  Designation.
               -----------

          The Indebtedness evidenced by the Notes is hereby irrevocably
designated herein as "senior indebtedness" or such other term denoting seniority
for the purposes of any future Indebtedness of the Company which the Company
makes subordinate to any senior indebtedness or such other term denoting
seniority.

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.   Notices to Trustee.
               ------------------

          If the Company elects to redeem Notes pursuant to the provisions of
Section 3.7, 3.8 or 3.9, it shall furnish to the Trustee, at least 30 days but
not more than 60 days before the Redemption Date, an Officers' Certificate
setting forth the Section of this Indenture pursuant to which the redemption
shall occur, the Redemption Date, the principal amount of Notes to be redeemed
and the Redemption Price.

                                       39



          If the Company is required to offer to repurchase Notes pursuant to
the provisions of Section 4.10 or 4.15, it shall notify the Trustee in writing,
at least 30 days but not more than 60 days before the Purchase Date, of the
Section of this Indenture pursuant to which the repurchase shall occur, the
Purchase Date, the principal amount of Notes required to be repurchased and the
Purchase Price and shall furnish to the Trustee an Officers' Certificate to the
effect that the Company is required to make or has made a Net Proceeds Offer or
a Change of Control Offer, as the case may be.

          If the Registrar is not the Trustee, the Company shall, concurrently
with each notice of redemption or repurchase, cause the Registrar to deliver to
the Trustee a certificate (upon which the Trustee may rely) setting forth the
principal amounts of Notes held by each Holder.

Section 3.2.   Selection of Notes.
               ------------------

          Except as set forth below, if less than all of the Notes are to be
redeemed, the Trustee shall select the Notes or portions thereof to be redeemed
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not then
listed on a national securities exchange, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate. In the event of partial
redemption by lot, the particular Notes or portions thereof to be redeemed shall
be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the Redemption Date by the Trustee from the outstanding Notes not
previously called for redemption.

          If less than all of the Notes tendered are to be repurchased pursuant
to the provisions of Section 4.10, the Trustee shall select the Notes or
portions thereof to be repurchased in compliance with Section 4.10, as
applicable. If less than all of the Notes tendered are to be redeemed pursuant
to the provisions of Section 3.7 or 3.8, the Trustee shall select the Notes only
pro rata or on as nearly a pro rata basis as is practicable (subject to DTC
procedures) or by such other method as may be required by law.

          The Trustee shall promptly notify the Company in writing of the Notes
or portions thereof selected for redemption or repurchase and, in the case of
any Note selected for partial redemption or repurchase, the principal amount
thereof to be redeemed or repurchased. Notes and portions thereof selected shall
be in amounts of US$1,000 or integral multiples of US$1,000; except that if all
of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of US$1,000, shall be
redeemed. No Notes of a principal amount of US$1,000 or less shall be redeemed
in part.

Section 3.3.   Notice of Optional or Special Redemption.
               ----------------------------------------

          In the event Notes are to be redeemed pursuant to Section 3.7, 3.8 or
3.9, at least 30 days but not more than 60 days before the Redemption Date, the
Company shall mail by first-class mail a notice of redemption to each Holder at
its registered address whose Notes are to be redeemed in whole or in part, with
a copy to the Trustee.

          The notice shall identify the Notes or portions thereof to be redeemed
and shall state:

                                       40



          (a)  the Redemption Date;

          (b)  the Redemption Price;

          (c)  if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the Redemption
     Date, upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion will be issued;

          (d)  the name and address of the Paying Agent;

          (e)  that Notes called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price, Liquidated Damages, if any,
     and, unless the Redemption Date is after a record date and on or before the
     succeeding interest payment date, accrued interest thereon to the
     Redemption Date;

          (f)  that, unless the Company defaults in making the redemption
     payment, interest and any Liquidated Damages on Notes called for redemption
     will cease to accrue on and after the Redemption Date, and the only
     remaining right of the Holders of such Notes is to receive payment of the
     Redemption Price, any Liquidated Damages and, unless the Redemption Date is
     after a record date and on or before the succeeding interest payment date,
     accrued interest thereon to the Redemption Date upon surrender to the
     Paying Agent of the Notes redeemed;

          (g)  if fewer than all the Notes are to be redeemed, the
     identification of the particular Notes (or portions thereof) to be
     redeemed, as well as the aggregate principal amount of the Notes to be
     redeemed and the aggregate principal amount of Notes to be outstanding
     after such partial redemption; and

          (h)  the section of the Notes pursuant to which the Notes called for
     redemption are being redeemed.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall deliver to the Trustee, at least 35 days prior to the Redemption Date (or
such shorter period as may be acceptable to the Trustee), an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.4.   Effect of Notice of Redemption.
               ------------------------------

          Once notice of redemption is mailed, Notes or portions thereof called
for redemption become due and payable on the Redemption Date at the Redemption
Price. Upon surrender to any Paying Agent, such Notes or portions thereof shall
be paid at the Redemption Price, plus Liquidated Damages, if any, and accrued
interest to the Redemption Date; provided, however, that installments of
interest that are due and payable on or prior to the Redemption Date shall be
payable to the Holders of such Notes, registered as such, at the close of
business on the relevant record date for the payment of such installment of
interest.

                                       41



Section 3.5.   Deposit of Redemption Price or Purchase Price.
               ---------------------------------------------

          On or before 10:00 A.M. New York City time on each Redemption Date or
Purchase Date, the Company shall irrevocably deposit with the Trustee or with
the Paying Agent (or if the Company is acting as its own Paying Agent, segregate
and hold in trust) money sufficient to pay the aggregate amount due on all Notes
to be redeemed or repurchased on that date, including without limitation any
accrued and unpaid interest and Liquidated Damages, if any, to the Redemption
Date or Purchase Date. The Company, the Trustee or the Paying Agent shall
promptly return to the Company any money not required for that purpose.

          Unless the Company defaults in making such payment, interest and
Liquidated Damages, if any, on the Notes to be redeemed or repurchased will
cease to accrue on the applicable Redemption Date or Purchase Date, whether or
not such Notes are presented for payment. If any Note called for redemption
shall not be so paid upon surrender because of the failure of the Company to
comply with the preceding paragraph, interest will be paid on the unpaid
principal, from the applicable Redemption Date or Purchase Date until such
principal is paid, and on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.1.

Section 3.6.   Notes Redeemed or Repurchased in Part.
               -------------------------------------

          Upon surrender of a Note that is redeemed or repurchased in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to portion of the
Note surrendered that is not to be redeemed or repurchased.

Section 3.7.   Optional Redemption.
               -------------------

          Beginning on December 1, 2007, the Company may redeem the Notes at its
option, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the following Redemption Prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on December 1 of the year set forth below:

Year                                             Percentage
- ----                                             ----------

2007..........................................      104.375%
2008..........................................      102.188%
2009 and thereafter...........................      100.000%

Section 3.8.   Special Redemption.
               ------------------

          At any time, or from time to time, on or prior to December 1, 2006,
the Company may, at its option, use the net cash proceeds from one or more
Public Equity Offerings to redeem up to 35% of the principal amount of the Notes
(a "Special Redemption") at a Redemption Price equal to 108.750% of the
principal amount thereof, together with accrued and unpaid interest thereon, if
any, to the Redemption Date, provided that (1) at least 65% of the principal
amount of the Notes issued hereunder remains outstanding immediately after any
such Special Redemption;

                                       42



and (2) such Special Redemption shall occur not more than 90 days after the date
of the closing of the applicable Public Equity Offering. Any redemption pursuant
to this Section 3.8 shall be made pursuant to the provisions of Sections 3.1
through 3.6.

Section 3.9.   Redemption for Taxation Reasons
               -------------------------------

          The Company may at any time redeem in whole but not in part the
outstanding Notes at a redemption price of 100% of the principal amount thereof
plus accrued interest to the date of redemption if the Company has become or
would become obligated to pay any Additional Amounts (as defined in Section
12.9) in respect of the Notes or the Guarantees as a result of:

          (a)  any change in or amendment to the laws (or regulations
promulgated thereunder) of Canada (or any political subdivision or taxing
authority thereof or therein), or

          (b)  any change in or amendment to any published administrative
position regarding the application or interpretation of such laws or
regulations,

which change or amendment is announced or is effective on or after the Issue
Date.

          Any redemption pursuant to this Section 3.9 shall be made pursuant to
the provisions of sections 3.1 through 3.6.

Section 3.10.  Repurchase upon Change of Control Offer.
               ---------------------------------------

          (a)  In the event that, pursuant to Section 4.15, the Company shall be
required to commence a Change of Control Offer, it shall follow the procedures
specified in this Section 3.10.

          (b)  The Change of Control Offer shall remain open for a period from
the date of the mailing of the notice of the Change of Control Offer described
in paragraph (c) until a date determined by the Company which is at least 30 but
no more than 45 days from the date of mailing of such notice and no longer,
except to the extent that a longer period is required by applicable law (the
"Change of Control Offer Period"). On the Purchase Date, which shall be no later
than the last day of the Change of Control Offer Period, the Company shall
purchase the principal amount of Notes properly tendered in response to the
Change of Control Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

          (c)  Within 30 days following any Change of Control, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders. The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Change of Control Offer. The Change of
Control Offer shall be made to all Holders. The notice, which shall govern the
terms of the Change of Control Offer, shall state:

          (1)  the transaction or transactions that constitute the Change of
     Control, providing material information, to the extent publicly available,
     regarding the Person or Persons acquiring control, and stating that the
     Change of Control Offer is being made

                                       43



     pursuant to this Section 3.10 and Section 4.15 and that, to the extent
     lawful, all Notes properly tendered will be accepted for payment;

          (2)  the Purchase Price, the last day of the Change of Control Offer
     Period, and the Purchase Date;

          (3)  that any Note not properly tendered or otherwise not accepted for
     repurchase will continue to accrue interest and Liquidated Damages, if any;

          (4)  that, unless the Company defaults in the payment of the amount
     due on the Purchase Date, all Notes or portions thereof accepted for
     repurchase pursuant to the Change of Control Offer shall cease to accrue
     interest and Liquidated Damages, if any, after the Purchase Date;

          (5)  that Holders electing to have any Notes purchased pursuant to the
     Change of Control Offer will be required to tender the Notes, with the form
     entitled Option of Holder to Elect Purchase on the reverse of the Notes
     completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice not later than the close of business on the third
     Business Day preceding the Purchase Date;

          (6)  that Holders will be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Change of Control Offer Period, a
     telegram, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of Notes delivered for repurchase, and a
     statement that such Holder is withdrawing his election to have the Notes
     redeemed in whole or in part; and

          (7)  that Holders whose Notes are being repurchased only in part will
     be issued new Notes equal in principal amount to the portion of the Notes
     tendered (or transferred by book-entry transfer) that is not to be
     repurchased, which portion must be equal to US$1,000 in principal amount or
     an integral multiple thereof.

          (d)  On or before 10:00 A.M. New York City time on the Purchase Date,
the Company shall to the extent lawful, (i) accept for payment all Notes or
portions thereof properly tendered pursuant to the Change of Control Offer, (ii)
deposit with the Paying Agent an amount equal to the Purchase Price, together
with accrued and unpaid interest and Liquidated Damages, if any, thereon to the
Purchase Date in respect of all Notes or portions thereof so tendered and
accepted for repurchase and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Company. The Paying Agent shall promptly (but in any case not later than five
days after the Purchase Date) mail to each Holder of Notes so repurchased the
amount due in connection with such Notes, and the Company shall promptly issue a
new Note, and the Trustee, upon written request from the Company in the form of
an Officers' Certificate shall authenticate and mail or deliver (or cause to
transfer by book entry) to each relevant Holder a new Note, in a principal
amount equal to any unpurchased portion of the Notes surrendered to the Holder
thereof; provided that each such new Note shall be in a principal

                                       44



amount of US$l,000 or an integral multiple thereof. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Purchase Date.

          (e)  If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
and Liquidated Damages, if any, in each case to the Purchase Date, shall be paid
to the Person in whose name a Note is registered at the close of business on
such record date, and no Liquidated Damages shall be payable to Holders pursuant
to the Change of Control Offer.

Section 3.11.  Repurchase upon Application of Net Cash Proceeds.
               ------------------------------------------------

          (a)  In the event that, pursuant to Section 4.10, the Company shall be
required to commence a Net Proceeds Offer, it shall follow the procedures
specified in this Section 3.11.

          (b)  The notice of a Net Proceeds Offer shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Net Proceeds Offer. Each Net Proceeds Offer will be mailed to all Holders as
shown on the register of Holders within 25 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer,
Holders may elect to tender their Notes in whole or in part in integral
multiples of US$1,000 in exchange for cash. A Net Proceeds Offer shall remain
open for a period of 20 Business Days or such longer period as may be required
by law. Upon the expiration of that period, the Company shall promptly (but in
any event within three Business Days following such expiration) purchase the
Notes and any such other pari passu Indebtedness properly tendered in accordance
with this Section 3.11 and Section 4.10. The notice, which shall govern the
terms of the Net Proceeds Offer, shall state:

          (1)  that the Net Proceeds Offer is being made pursuant to this
     Section 3.11 and Section 4.10;

          (2)  the Net Proceeds Offer Amount, the Purchase Price and the
     Purchase Date;

          (3)  that any Note not properly tendered or otherwise not accepted for
     repurchase shall continue to accrue interest and Liquidated Damages, if
     any;

          (4)  that, unless the Company defaults in the payment of the amount
     due on the Purchase Date, all Notes or portions thereof accepted for
     repurchase pursuant to the Net Proceeds Offer shall cease to accrue
     interest and Liquidated Damages, if any, after the Purchase Date;

          (5)  that Holders electing to have any Notes repurchased pursuant to
     any Net Proceeds Offer shall be required to tender the Notes, with the1
     form entitled Option of Holder to Elect Purchase on the reverse of the
     Notes completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice prior to the close of business on the third
     Business Day preceding the Purchase Date;

                                       45



          (6)  that Holders will be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the Purchase Date, a telegram, facsimile transmission or
     letter setting forth the name of the Holder, the principal amount of the
     Notes delivered for repurchase and a statement that such Holder is
     withdrawing his election to have such Notes repurchased in whole or in
     part; and

          (7)  that, to the extent Holders properly tender Notes (along with any
     other pari passu Indebtedness of the Company properly tendered) in an
     amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be
     purchased pro rata based on the aggregate amounts of Notes and other pari
     passu Indebtedness of the Company properly tendered (and the Trustee shall
     select the tendered Notes of tendering Holders pro rata based on the amount
     of Notes and other pari passu Indebtedness of the Company properly
     tendered).

          (c)  On or before 10:00 A.M. New York City time on the Purchase Date,
the Company shall to the extent lawful, (i) accept for payment, pro rata in
accordance with this Indenture to the extent necessary, the Net Proceeds Offer
Amount of Notes or portions thereof properly tendered pursuant to the Net
Proceeds Offer (along with any other pari passu Indebtedness of the Company
properly tendered), or if less than the Net Proceeds Offer Amount has been
tendered, all Notes properly tendered, (ii) deposit with the Paying Agent an
amount equal to the Purchase Price, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the Purchase Date in respect of all Notes
or portions thereof so tendered and accepted for repurchase and (iii) deliver or
cause to be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Company. The Paying Agent shall
promptly (but in any case not later than five days after the Purchase Date) mail
to each Holder of Notes so repurchased the amount due in connection with such
Notes, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company in the form of an Officers' Certificate shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion to the Holder thereof; provided that
each such new Note shall be in a principal amount of US$1,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Net
Proceeds Offer on or as soon as practicable after the Purchase Date.

          (d)  If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
and Liquidated Damages, if any, in each case to the Purchase Date, shall be paid
to the Person in whose name a Note is registered at the close of business on
such record date, and no Liquidated Damages shall be payable to Holders to the
Net Proceeds Offer.

                                       46



                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.   Payment of Principal and Interest.
               ---------------------------------

          (a)  The Company shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest and Liquidated Damages (if
any) on, the Notes on the dates, in the amounts and in the manner provided
herein and in the Notes. Principal, Redemption Price, Purchase Price and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company, holds as of 10:00 A.M. New York City time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay the aggregate amount then due. The Company shall pay all
Liquidated Damages, if any, on the dates, in the amounts and in the manner set
forth in the Registration Rights Agreement.

          (b)  The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal, Redemption
Price and Purchase Price at the applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.2.   Maintenance of Office or Agency.
               -------------------------------

          (a)  The Company shall maintain in the Borough of Manhattan, the City
of New York, an office or agency (which may be an office of the Trustee or an
Affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Office of
the Trustee.

          (b)  The Company may also from time to time designate one or more
other offices or agencies  where the Notes may be presented or  surrendered  for
any or all such  purposes and may from time to time  rescind such  designations;
provided,  however,  that no such  designation or rescission shall in any manner
relieve  the Company of its  obligations  to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Company shall
give prompt written notice to the Trustee of any such  designation or rescission
and of any change in the location of any such other office or agency.

          (c)  The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.3. The Trustee may resign such agency at any time by giving written notice to
the Company no later than 30 days prior to the effective date of such
resignation.

                                       47



Section 4.3.   Reports.
               -------

          (a)  Whether or not the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, the Company shall file with the Commission and furnish to
the Holders of the Notes and the Trustee:

          (1)  within 180 days after the end of each fiscal year, annual reports
     on Form 20-F or 40-F, as applicable, or any successor form; and

          (2)  (a) within 45 days after the end of each of the first three
     fiscal quarters of each fiscal year, reports on Form 10-Q, or any successor
     form, or (b) within 60 days after the end of each of the first three fiscal
     quarters of each fiscal year, reports on Form 6-K, or any successor form,
     which, regardless of applicable requirements, shall, at a minimum, contain
     a "Management's Discussion and Analysis of Financial Condition and Results
     of Operations," and, with respect to any such reports, a reconciliation to
     U.S. GAAP as permitted by the Commission for foreign private issuers;

          provided, however, that the Company shall not be obligated to file
such reports with the Commission if the Commission does not permit such filings.
The Company shall at all times comply with TIA Section 314(a).

          (b)  In addition, for so long as any Notes remain outstanding or as
otherwise required by applicable law, the Company will furnish to the Holders
the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

Section 4.4.   Compliance Certificate.
               ----------------------

          (a)  The Company and each Guarantor shall deliver to the Trustee,
within 180 days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
Default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (and, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default) of which he or she
may have knowledge.

          (b)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, promptly upon any Officer of the Company obtaining
knowledge of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and describing its status with
reasonable particularity and what action the Company is taking or proposes to
take with respect thereto.

                                       48



Section 4.5.   Taxes.
               -----

          The Company shall pay or discharge, and shall cause each of its
Subsidiaries to pay or discharge, prior to delinquency, all material taxes,
assessments and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.

Section 4.6.   Stay, Extension and Usury Laws.
               ------------------------------

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though such law has not
been enacted.

Section 4.7.   Limitation on Restricted Payments.
               ---------------------------------

          (a)  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment,
unless, if at the time of such Restricted Payment or immediately after giving
effect thereto:

          (i)   no Default or an Event of Default shall have occurred and be
     continuing; and

          (ii)  the Company is able to incur at least $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) in compliance with Section
     4.9; and

          (iii) the aggregate amount of Restricted Payments (including such
     proposed Restricted Payment) made subsequent to the Issue Date (the amount
     expended for such purposes, if other than in cash, being the Fair Market
     Value of such property) shall not exceed the sum of:

               (v) 50% of the cumulative Consolidated Net Income (or if
          cumulative Consolidated Net Income shall be a loss, minus 100% of such
          loss) of the Company for the period (treating such period as a single
          accounting period) commencing with the first full fiscal quarter after
          the Issue Date to and including the last day of the fiscal quarter
          ended immediately prior to the date of such calculation for which
          consolidated financial statements are available (the "Reference
          Date"); plus

               (w) 100% of the aggregate net cash proceeds received by the
          Company from any Person (other than a Subsidiary of the Company) from
          the issuance and sale subsequent to the Issue Date of Qualified
          Capital Stock of the Company or warrants, options or other rights to
          acquire Qualified Capital Stock of the Company (but excluding any debt
          security that is convertible into, or

                                       49



          exchangeable for, Qualified Capital Stock) and 100% of the principal
          amount of any Indebtedness of the Company or any Restricted Subsidiary
          (other than Indebtedness that by its terms is subordinated to the
          Notes) that has been converted into or exchanged for Qualified Capital
          Stock of the Company or Holdings (other than to the extent of any
          Qualified Capital Stock issued to any Restricted Subsidiary of the
          Company); plus

               (x) without duplication of any amounts included in clause
          (iii)(w) above, 100% of the aggregate net cash proceeds of any equity
          contribution (or the Fair Market Value of an equity contribution made
          in the form of Capital Stock of Holdings so long as such Capital Stock
          is used as consideration paid in an Asset Acquisition or to repay
          Indebtedness) received by the Company from a holder of the Company's
          Capital Stock subsequent to the Issue Date (excluding, in the case of
          clauses (iii)(w) and (x), any net cash proceeds from a Public Equity
          Offering to the extent used to redeem the Notes in compliance with the
          provisions set forth in Section 3.8); plus

               (y) without duplication, the sum of:

                    (1) the aggregate amount of the return to capital with
               respect to any Investment (other than a Permitted Investment)
               made subsequent to the Issue Date whether through interest
               payments, principal payments, dividends or other distributions or
               payments;

                    (2) the net cash proceeds received by the Company or any of
               its Restricted Subsidiaries from the disposition of all or any
               portion of such Investments (other than to a Subsidiary of the
               Company); and

                    (3) upon redesignation of an Unrestricted Subsidiary as a
               Restricted Subsidiary, the Fair Market Value of such Subsidiary;

                    provided, however, that the sum of clauses (1), (2) and (3)
               above shall not exceed the aggregate amount of all such
               Investments made subsequent to the Issue Date.

          (b)  The foregoing provisions will not prohibit:

          (1) the payment of any dividend or distribution within 60 days after
     the date of declaration of such dividend or distribution if the dividend or
     distribution would have been permitted on the date of declaration;

          (2) the redemption, repurchase, or other acquisition or retirement for
     value of any shares of Capital Stock of the Company or Holdings, either (i)
     solely in exchange for shares of Qualified Capital Stock of the Company or
     Holdings or (ii) through the application of net proceeds of a substantially
     concurrent sale for cash (other than to a Restricted Subsidiary of the
     Company) of shares of Qualified Capital Stock of the Company or Holdings;

                                       50



          (3) the defeasance, redemption, repurchase or other acquisition of any
     Indebtedness that by its terms is subordinated to the Notes either (i)
     solely in exchange for shares of Qualified Capital Stock of the Company, or
     (ii) through the application of net proceeds of (a) a substantially
     concurrent sale for cash (other than to a Restricted Subsidiary of the
     Company) of shares of Qualified Capital Stock of the Company or Holdings,
     or (b) Refinancing Indebtedness or (iii) with the substantially concurrent
     receipt of a cash capital contribution from a direct or indirect holder of
     the Company's Capital Stock to defease, redeem, repurchase or otherwise
     acquire such Indebtedness;

          (4) if no Default or Event of Default shall have occurred and be
     continuing, the redemption, repurchase, or other acquisition or retirement
     for value by the Company of Common Stock of the Company or Holdings from
     current or former officers, directors and employees of the Company or any
     of its Subsidiaries at any time or from their authorized representatives
     upon the death, disability or termination of employment of such employees
     or termination of their seat on the board of the Company, in an aggregate
     amount not to exceed $2.0 million in any calendar year;

          (5) the repurchase of Common Stock deemed to occur upon the exercise
     of stock options to the extent such Common Stock represents a portion of
     the exercise price of such stock options;

          (6) payments to NACG Preferred to pay its or Holdings' operating and
     administrative expenses including, without limitation, directors fees,
     employee salaries and other compensation, legal, accounting and audit
     expenses, compliance expenses and similar Canadian compliance expenses and
     corporate franchise and other taxes, whether similar or dissimilar, in each
     case arising from NACG Preferred's ownership of the Company, Holdings'
     ownership of NACG Preferred or the Company's businesses of the type
     permitted by Section 4.19, in an amount not to exceed $1.0 million per
     fiscal year;

          (7) payments to NACG Preferred pursuant to any reasonable tax sharing
     agreement or arrangement but only to the extent that amounts payable from
     time to time by the Company under any such agreement do not exceed the
     corresponding tax payments that the Company would have been required to
     make to any relevant taxing authority had the Company not joined in such
     consolidated or combined return, but instead had filed returns including
     only the Company;

          (8) payments in an amount not to exceed, in the aggregate, in any
     calendar year, the sum of (i) $1.0 million and (ii) any amounts payable by
     the Company to the Designated Active Sponsors (as defined in the Advisory
     Services Agreement) in connection with any Future Corporate Transaction or
     any Future Securities Transaction (in each case, as defined in the Advisory
     Services Agreement) to pay advisory services and transactions fees owed to
     the Equity Investors pursuant to the Advisory Services Agreement; and

          (9) Restricted Payments not to exceed $15.0 million in the aggregate.

                                       51



          In determining the aggregate amount of Restricted Payments made
     subsequent to the Issue Date in accordance with clause (iii) of Section
     4.7(a), amounts expended pursuant to clauses (1), (2)(ii), (4), 8(i) and
     (9) shall be included in such calculation. The amount of any non-cash
     Restricted Payment shall be the Fair Market Value thereof at the date of
     the making of such Restricted Payment.

Section 4.8.   Limitation on Dividend and Other Payment Restrictions Affecting
               ---------------------------------------------------------------
               Restricted Subsidiaries.
               -----------------------

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary of the Company to:

          (1) pay dividends or make any other distributions on or in respect of
     its Capital Stock;

          (2) make loans or advances to the Company or any other Restricted
     Subsidiary or to pay any Indebtedness or other obligation owed to the
     Company or any other Restricted Subsidiary of the Company; or

          (3) transfer any of its property or assets to the Company or
     any other Restricted Subsidiary of the Company, except in each case for
     such encumbrances or restrictions existing under or by reason of:

          (a)  applicable law, rule, regulation or order;

          (b)  this Indenture, the Notes and the Guarantees, or any indenture
governing debt securities that are permitted to be incurred under this Indenture
and are no more restrictive, taken as a whole, with respect to dividend and
other payment restrictions affecting Restricted Subsidiaries than those
contained in this Indenture, the Notes and the Guarantees;

          (c)  customary non-assignment provisions of any contract or of any
lease governing a leasehold interest of, or any license held by, any Restricted
Subsidiary of the Company;

          (d)  any instrument governing Capital Stock of a Person acquired by
the Company or by any Restricted Subsidiary of the Company or governing Acquired
Indebtedness, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person or the
properties or assets of the Person so acquired;

          (e)  agreements existing on the Issue Date to the extent and in the
manner such agreements are in effect on the Issue Date;

          (f)  the Credit Agreement;

          (g)  restrictions on the transfer of assets subject to any Lien
permitted under this Indenture imposed by the holder of such Lien;

                                       52



          (h)  restrictions imposed by any agreement to sell or dispose of
assets or Capital Stock, which sale or disposition is permitted under this
Indenture, pending the closing of such sale or disposition;

          (i)  customary provisions in joint venture agreements and other
similar agreements (in each case relating solely to the respective joint venture
or similar entity or the equity interests therein) or in licenses or leases or
in asset or stock sale agreements or agreements similar to any of the foregoing
entered into in the ordinary course of business;

          (j)  restrictions on net worth or on cash or other deposits imposed by
customers under contracts entered into in the ordinary cause of business;

          (k)  mortgages, purchase money obligations for property acquired in
the ordinary course of business or Capitalized Lease Obligations that impose
restrictions on that property of the nature described in clause (3) of the
preceding paragraph; and

          (l)  an agreement amending, supplementing, modifying, restating,
renewing, replacing, substituting, refinancing, increasing, refunding,
extending, deferring or restructuring an agreement referred to in clauses (b),
(d), (e) and (g) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in any such agreement are no less favorable
to the Company in any material respect as determined by the Board of Directors
of the Company in its reasonable and good faith judgment than the provisions
relating to such encumbrance or restriction contained in agreements referred to
in such clauses (b), (d), (e) and (g).

Section 4.9.   Limitation on Incurrence of Additional Indebtedness.
               ---------------------------------------------------

          (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall occur as a consequence of the incurrence of any such
Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon
such incurrence, becomes a Guarantor may incur Indebtedness (including, without
limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company
that is not or will not, upon such incurrence, become a Guarantor may incur
Acquired Indebtedness, in each case if on the date of the incurrence of such
Indebtedness, after giving pro forma effect to the incurrence thereof, the
Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to
1.0.

          (b)  Section 4.9(a) will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, "Permitted Indebtedness"), each
of which shall be given independent effect:

          (i)    Indebtedness under the Notes issued on the Issue Date and the
     related Guarantees and the Notes issued in exchange for the Notes pursuant
     to the Registration Rights Agreement and the related Guarantees;

                                       53



          (ii)   Indebtedness incurred pursuant to the (A) term loan facilities
     of the Credit Agreement in an aggregate principal amount at any time
     outstanding not to exceed $50.0 million, less the amount of any required
     prepayments thereunder with the Net Cash Proceeds of Asset Sales, and (B)
     the revolving portion of the Credit Agreement in an amount at any time
     outstanding not to exceed the greater of (x) $70.0 million and (y) the
     Borrowing Base;

          (iii)  other Indebtedness of the Company and its Restricted
     Subsidiaries outstanding on the Issue Date reduced by the amount of any
     scheduled amortization payments or mandatory prepayments when actually paid
     or permanent reductions thereon;

          (iv)   Interest Swap Obligations of the Company or any Restricted
     Subsidiary of the Company covering Indebtedness of the Company or any of
     its Restricted Subsidiaries; provided, however, that such Interest Swap
     Obligations are entered into to protect the Company and its Restricted
     Subsidiaries from fluctuations in interest rates on its outstanding
     Indebtedness to the extent the notional principal amount of such Interest
     Swap Obligation does not, at the time of the incurrence thereof, exceed the
     principal amount of the Indebtedness to which such Interest Swap Obligation
     relates;

          (v)    Indebtedness under Currency Agreements;

          (vi)   Indebtedness of a Restricted Subsidiary of the Company to the
     Company or to a Wholly Owned Restricted Subsidiary of the Company for so
     long as such Indebtedness is held by the Company or a Wholly Owned
     Restricted Subsidiary of the Company or the holder of a Lien permitted
     under this Indenture, in each case subject to no Lien held by a Person
     other than the Company or a Wholly Owned Restricted Subsidiary of the
     Company or the holder of a Lien permitted under this Indenture; provided
     that if as of any date any Person other than the Company or a Wholly Owned
     Restricted Subsidiary of the Company or the holder of a Lien permitted
     under this Indenture owns or holds any such Indebtedness or holds a Lien in
     respect of such Indebtedness, such date shall be deemed the incurrence of
     Indebtedness not constituting Permitted Indebtedness under this clause (6)
     by the issuer of such Indebtedness in the amount of the Indebtedness no
     longer so held;

          (vii)  Indebtedness of the Company to a Wholly Owned Restricted
     Subsidiary of the Company for so long as such Indebtedness is held by a
     Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien
     permitted under this Indenture, in each case subject to no Lien other than
     a Lien permitted under this Indenture; provided that (A) any Indebtedness
     of the Company to any Wholly Owned Restricted Subsidiary of the Company
     that is not a Guarantor is unsecured and subordinated, pursuant to a
     written agreement, to the Company's obligations under the Notes and (B) if
     as of any date any Person other than a Wholly Owned Restricted Subsidiary
     of the Company or the holder of a Lien permitted under this Indenture owns
     or holds any such Indebtedness or holds a Lien in respect of such
     Indebtedness, such date shall be deemed the incurrence of Indebtedness not
     constituting Permitted Indebtedness under this clause (vii) by the Company
     in the amount of the Indebtedness no longer so held;

                                       54



          (viii) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; provided, however, that such
     Indebtedness is extinguished within five business days of incurrence;

          (ix)   Indebtedness of the Company or any of its Restricted
     Subsidiaries in respect of bid or performance bonds, completion guarantees,
     performance guarantees, standby letters of credit, bankers' acceptances,
     workers' compensation claims, surety or appeal bonds, payment obligations
     in connection with self-insurance or similar obligations, and bank
     overdrafts (and letters of credit in respect thereof) in the ordinary
     course of business;

          (x)    Indebtedness represented by Capitalized Lease Obligations and
     Purchase Money Indebtedness of the Company and its Restricted Subsidiaries
     incurred in the ordinary course of business not to exceed $20.0 million at
     any one time outstanding;

          (xi)   Refinancing Indebtedness of Indebtedness incurred under clauses
     (i) and (iii), this clause (xi) and Section 4.9(a);

          (xii)  Indebtedness represented by guarantees by the Company or its
     Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred
     under this Indenture;

          (xiii) Indebtedness of the Company or any Restricted Subsidiary
     consisting of guarantees, indemnities or obligations in respect of purchase
     price adjustments in connection with the acquisition or disposition of
     assets; and

          (xiv)  additional Indebtedness of the Company and its Restricted
     Subsidiaries in an aggregate principal amount (or the accreted value, if
     applicable) not to exceed $20.0 million at any one time outstanding.

     For purposes of determining compliance with this Section 4.9, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xiv)
above or is entitled to be incurred pursuant to Section 4.9(a), the Company
shall, in its sole discretion, classify (or later reclassify) such item of
Indebtedness in any manner that complies with this covenant and such
Indebtedness shall be treated as incurred only once. Accrual of interest,
accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of this Section 4.9. Indebtedness under the Credit Agreement
outstanding on the Issue Date will be deemed incurred for purposes of this
Section 4.9 under Section 4.9(b)(ii).

Section 4.10.  Limitation on Asset Sales.
               -------------------------

          (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                                       55



          (i)  the Company or the applicable Restricted Subsidiary, as the case
     may be, receives consideration at the time of such Asset Sale at least
     equal to the Fair Market Value of the assets sold or otherwise disposed of;

          (ii) at least 75% of the consideration received by the Company or the
     Restricted Subsidiary, as the case may be, from such Asset Sale is in the
     form of cash, Cash Equivalents and/or Replacement Assets (as defined
     below); provided that for purposes of the provision, each of the following
     will be deemed to be cash:

               (A) the amount of any liabilities (as shown on the Company's or
          such Restricted Subsidiary's most recent balance sheet) of the Company
          or any such Restricted Subsidiary (other than liabilities that are by
          their terms subordinated to the Notes or any Guarantee of a Guarantor)
          that are expressly assumed by the transferee of any such assets; and

               (B) any securities, notes or other obligations received by the
          Company or such Restricted Subsidiary from such transferee that are
          converted (by sale or other disposition) by the Company or such
          Restricted Subsidiary into cash or Cash Equivalents within 180 days of
          such Asset Sale, to the extent of the cash or Cash Equivalents
          received in that conversion.

          (b)  The Company shall apply, or cause such Restricted Subsidiary to
apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of
receipt thereof either:

          (i)   to prepay obligations under the term loan portion of the Credit
     Agreement arising by reason of such Asset Sale or pay obligations under any
     revolving credit facility that effect a permanent reduction in the
     availability under such revolving credit facility or permanently repay
     other Indebtedness of any non-Guarantor Restricted Subsidiary;

          (ii)  to make an investment in properties and assets that replace the
     properties and assets that were the subject of such Asset Sale or in
     properties and assets (including Capital Stock) that will be used or useful
     in (or Capital Stock in an entity that is or becomes a Restricted
     Subsidiary and is engaged in) the business of the Company and its
     Restricted Subsidiaries as existing on the Issue Date or in businesses that
     are the same, similar, ancillary or reasonably related thereto or are
     reasonable extensions thereof ("Replacement Assets"); and/or

          (iii) a combination of prepayment and investment permitted by the
     foregoing clauses (i) and (ii).

          (c)  Pending the final application of such Net Cash Proceeds, the
Company may temporarily reduce borrowings under the Credit Agreement or any
other revolving credit facility or otherwise use the Net Cash Proceeds in any
manner not prohibited by this Indenture. On the 366/th/ day after an Asset Sale
or such earlier date, if any, as the Board of Directors of the Company or of
such Restricted Subsidiary determines not to apply the Net Cash Proceeds
relating to such Asset Sale as set forth in clauses (i), (ii) and (iii) of
Section 4.10(b) (each, a "Net Proceeds Offer Trigger Date"), any portion of the
Net Cash Proceeds that have not been applied

                                       56



on or before such Net Proceeds Offer Trigger Date as permitted in clauses (i),
(ii) and (iii) of Section 4.10(b) (each a "Net Proceeds Offer Amount") shall be
subsequently applied by the Company or such Restricted Subsidiary to make offers
to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
mailing of the Net Proceeds Offer, from all Holders and all holders of other
Indebtedness of the Company ranking pari passu with the Notes and containing
similar provisions regarding offers to purchase with the net proceeds of the
sale of assets, on a pro rata basis, that amount of Notes and such other pari
passu Indebtedness equal to the Net Proceeds Offer Amount. The offer price for
the Notes pursuant to such Net Proceeds Offer will be 100% of the principal
amount of the Notes to be purchased, plus accrued and unpaid interest thereon,
if any, to the date of purchase. If at any time any non-cash consideration
received by the Company or any Restricted Subsidiary of the Company, as the case
may be, in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the amount of cash received (other than
such interest) shall constitute Net Cash Proceeds thereof shall be applied in
accordance with this covenant.

          (d)  The Company may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0
million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0
million, shall be applied as required pursuant to this covenant).

          (e)  In the event of the transfer of substantially all (but not all)
of the property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.1, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this covenant, and
shall comply with the provisions of this covenant with respect to such deemed
sale as if it were an Asset Sale. In addition, the Fair Market Value of such
properties and assets of the Company or its Restricted Subsidiaries deemed to be
sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

          (f)  Each Net Proceeds Offer will be mailed to the Holders as shown on
the register of Holders within 25 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, and shall comply with the procedures set forth
in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may
elect to tender their Notes in whole or in part in integral multiples of
US$1,000 in exchange for cash. To the extent Holders properly tender Notes in an
amount exceeding the Net Proceeds Offer Amount, the Trustee will select the
Notes to be purchased on a pro rata basis. A Net Proceeds Offer shall remain
open for a period of 20 business days or such longer period as may be required
by law. If any Net Cash Proceeds remain after the consummation of any Net
Proceeds Offer, the Company may use those Net Cash Proceeds for any purpose not
otherwise prohibited by this Indenture. Upon completion of each Net Proceeds
Offer, the amount of Net Cash Proceeds will be reset at zero.

          (g)  The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws

                                       57



and regulations are applicable in connection with the repurchase of Notes
pursuant to a Net Proceeds Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.10 or Section 3.11,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.10 or
Section 3.11 by virtue thereof.

Section 4.11.  Limitations on Transactions with Affiliates.
               -------------------------------------------

          (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each, an "Affiliate
Transaction"), other than (x) Affiliate Transactions permitted under paragraph
(c) below and (y) Affiliate Transactions on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that might
reasonably have been obtained in a comparable transaction at such time on an
arm's-length basis from a Person that is not an Affiliate of the Company or such
Restricted Subsidiary.

          (b)  All Affiliate Transactions (and each series of related Affiliate
Transactions that are part of a common plan) involving aggregate payments or
other property with a Fair Market Value in excess of $5.0 million shall be
approved by the Board of Directors of the Company or such Restricted Subsidiary,
as the case may be, such approval to be evidenced by a Board Resolution stating
that such Board of Directors has determined that such transaction complies with
the foregoing provisions. If the Company or any Restricted Subsidiary of the
Company enters into an Affiliate Transaction (or a series of related Affiliate
Transactions as part of a common plan) that involves an aggregate Fair Market
Value of more than $10.0 million, the Company or such Restricted Subsidiary, as
the case may be, shall, prior to the consummation thereof, obtain a favorable
opinion as to the fairness of such transaction or series of related transactions
to the Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor.

          (c)  The restrictions set forth in paragraphs (a) and (b) of this
Section 4.11 shall not apply to:

          (1)  reasonable and customary directors' fees, indemnification and
     similar arrangements, employees' salaries, bonuses or employment
     agreements, compensation or employee benefit arrangements and incentive
     arrangements with any officer, director or employee of the Company or any
     Restricted Subsidiary entered into in the ordinary course of business and
     payments under any indemnification arrangements permitted by applicable
     law, as determined in good faith by the Company's Board of Directors;

          (2)  transactions exclusively between or among the Company and any of
     its Restricted Subsidiaries or exclusively between or among such Restricted
     Subsidiaries; provided that such transactions are not otherwise prohibited
     by this Indenture;

          (3)  any agreement as in effect as of the Issue Date or any amendment,
     supplement, modification, restatement, renewal, replacement, refinancing,
     increase,

                                       58



     refunding, extension, substitution or restructuring thereof or thereto or
     any transaction contemplated by any of the foregoing, so long as any such
     amendment, supplement, modification, restatement, renewal, replacement,
     refinancing, increase, refunding, extension, substitution or restructuring
     is not more disadvantageous to the Holders in any material respect than the
     original agreement as in effect on the Issue Date;

          (4)  payments to permit payments for NACG Preferred or Holdings'
     employees and officers and directors similar to those provided in clause
     (1) above and payments in an amount not to exceed, in the aggregate, in any
     calendar year the sum of (x) $1.0 million and (y) any amounts payable by
     the Company to the Designated Active Sponsors (as defined in the Advisory
     Services Agreement) in connection with any Future Corporate Transaction or
     any Future Securities Transaction (in each case as defined in the Advisory
     Services Agreement) to the Equity Investors for advisory services and
     transaction fees pursuant to the Advisory Services Agreement;

          (5)  loans or advances to directors, officers or employees in the
     ordinary course of business in an amount not to exceed $1.0 million per
     fiscal year;

          (6)  Restricted Payments, Permitted Investments (other than Permitted
     Investments under clause 5 of the definition thereof) and intercompany
     Indebtedness permitted by this Indenture;

          (7)  any transaction with an Affiliate where the only consideration
     paid by the Company or any Restricted Subsidiary is Qualified Capital Stock
     of the Company or Holdings;

          (8)  sales of Capital Stock (other than Disqualified Capital Stock) of
     the Company or Holdings to Affiliates of the Company; and

          (9)  payments or other transactions pursuant to any tax sharing
     agreement approved by the Board of Directors of the Company or the relevant
     Restricted Subsidiary between the Company (or any Restricted Subsidiary)
     and any other Person with which the Company (or Restricted Subsidiary)
     files a consolidated tax return or with which the Company (or Restricted
     Subsidiary) is part of a consolidated group for tax purposes, but only to
     the extent that amounts payable from time to time by the Company under any
     such agreement do not exceed the corresponding tax payments that the
     Company would have been required to make to any relevant taxing authority
     had the Company not joined in such consolidated or combined return, but
     instead had filed returns including only the Company.

Section 4.12.  Limitation on Liens.
               -------------------

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries securing
Indebtedness or trade payables (other than Permitted Liens) whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
unless:

                                       59



          (1)  in the case of Liens securing obligations subordinated in right
     of payment to the Notes or the Guarantee of a Guarantor, the Notes or the
     Guarantee of such Guarantor, as the case may be, are secured by a Lien on
     such property, assets or proceeds that is senior in priority to such Liens;
     and

          (2)  in all other cases, the Notes or the Guarantee of such Guarantor,
     as the case may be, are equally and ratably secured,

     in each case for so long as such obligations are secured by a Lien.

Section 4.13.  Continued Existence.
               -------------------

          Subject to Article V, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate or
other existence and the corporate or other existence of each Guarantor in
accordance with the organizational documents (as the same may be amended from
time to time) of the Company or such Guarantor, except to the extent that the
Board of Directors of the Company determines in good faith that the preservation
of such existence is no longer necessary or desirable in the conduct of the
business of the Company or such Guarantor, taken as a whole, and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 4.14.  Insurance Matters.
               -----------------

          The Company shall provide or cause to be provided for itself and each
of its Subsidiaries insurance (including appropriate self-insurance) against
loss or damage of the kinds that, in the reasonable, good faith judgment of the
Board of Directors of the Company, are appropriate for the conduct of the
business of the Company and its Subsidiaries.

Section 4.15.  Offer to Repurchase upon Change of Control.
               ------------------------------------------

          (a)  Upon the occurrence of a Change of Control, each Holder will have
the right to require that the Company purchase all or a portion of such Holder's
Notes pursuant to the offer described below (the "Change of Control Offer"), at
a purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the Purchase Date.

          (b)  The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

          (c)  The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15 or Section 3.9, the Company shall comply with the applicable securities

                                       60



laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.15 or Section 3.9 by virtue thereof.

Section 4.16.  Additional Subsidiary Guarantees.
               --------------------------------

          If the Company or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property with a book value in excess of $500,000 to any
Restricted Subsidiary that is not a Guarantor, or if the Company or any of its
Restricted Subsidiaries shall organize, acquire or otherwise invest in another
Restricted Subsidiary that becomes a guarantor under the Credit Agreement, then
such transferee or acquired or other Restricted Subsidiary shall:

          (1)  execute and deliver to the Trustee a supplemental indenture in
     form reasonably satisfactory to the Trustee pursuant to which such
     Restricted Subsidiary shall unconditionally guarantee all of the Company's
     obligations under the Notes and this Indenture on the terms set forth in
     this Indenture; and

          (2)  deliver to the Trustee an opinion of counsel to the effect that
     such supplemental indenture has been duly authorized, executed and
     delivered by such Restricted Subsidiary and constitutes a legal, valid,
     binding and enforceable obligation of such Restricted Subsidiary, subject
     to customary exceptions. Thereafter, such Restricted Subsidiary shall be a
     Guarantor for all purposes of this Indenture.

Section 4.17.  Payments for Consent.
               --------------------

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18.  Limitation on Preferred Stock of Restricted Subsidiaries.
               --------------------------------------------------------

          The Company will not permit any of its Restricted Subsidiaries that
are not Guarantors to issue any Preferred Stock (other than to the Company or to
a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own
any Preferred Stock of any Restricted Subsidiary of the Company that is not a
Guarantor.

Section 4.19.  Conduct of Business.
               -------------------

          The Company and its Restricted Subsidiaries will not engage in any
businesses that are not the same, similar, ancillary or reasonably related, to
(or reasonable extensions thereof, as determined in good faith by the Board of
Directors of the Company) businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date.

                                       61



Section 4.20.  Limitations on Sale and Leaseback Transactions
               ----------------------------------------------

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into any Sale and Leaseback
Transaction; provided that the Company or any Restricted Subsidiary may enter
into a Sale and Leaseback Transaction if:

          (1)  the Company or such Restricted Subsidiary could have (a) incurred
     the Indebtedness attributable to such Sale and Leaseback Transaction
     pursuant to Section 4.9 and (b) incurred a Lien to secure such Indebtedness
     without equally and ratably securing the Notes pursuant to Section 4.12;

          (2)  the consideration received in connection with such Sale and
     Leaseback Transaction is at least equal to the Fair Market Value of the
     asset that is the subject of such Sale and Leaseback Transaction; and

          (3)  the transfer of assets in such Sale and Leaseback Transaction is
     permitted by, and the Company or the applicable Restricted Subsidiary
     applies the proceeds of such transaction in accordance with, Section 4.10.

Section 4.21.  Limitation on Designation of Unrestricted Subsidiaries
               ------------------------------------------------------

          (a)  The Company may designate any Subsidiary of the Company as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

          (1)  no Default shall have occurred and be continuing at the time of
     or after giving effect to such Designation; and

          (2)  the Company would be permitted to make, at the time of such
     Designation, an Investment pursuant to Section 4.7(a) in an amount (the
     "Designation Amount") equal to the Fair Market Value of the Company's
     proportionate interest in such Subsidiary on such date.

          (b)  No Subsidiary shall be designated as an "Unrestricted Subsidiary"
unless such Subsidiary:

          (1)  has no Indebtedness other than Non-Recourse Debt;

          (2)  is not party to any agreement, contract, arrangement or
     understanding with the Company or any Restricted Subsidiary unless the
     terms of the agreement, contract, arrangement or understanding are no less
     favorable to the Company or the Restricted Subsidiary than those that might
     be obtained at the time from Persons who are not Affiliates; and

          (3)  is a Person with respect to which neither the Company nor any
     Restricted Subsidiary has any direct or indirect obligation (a) to
     subscribe for additional Capital Stock or (b) to maintain or preserve the
     Person's financial condition or to cause the Person to achieve any
     specified levels of operating results.

                                       62



          (c)  If, at any time, any Unrestricted Subsidiary fails to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of such Subsidiary and any Liens on assets of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary as of such date and, if the
Indebtedness is not permitted to be incurred under Section 4.9 or the Lien is
not permitted under Section 4.12, the Company shall be in default of the
applicable covenant.

          (d)  The Company may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:

          (1)  no Default shall have occurred and be continuing at the time of
     and after giving effect to such Redesignation; and

          (2)  all Liens or Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Redesignation would, if incurred or
     made at such time, be permitted to be incurred or made under this
     Indenture.

          (e)  All Designations and Redesignations must be evidenced by a Board
Resolution certifying compliance with the foregoing provisions.

Section 4.22.  Limitation on Layering
               ----------------------

     The Company will not, and will not permit any Guarantor to, directly or
indirectly, incur any Indebtedness that is or purports to be by its terms (or by
the terms of any agreement governing such Indebtedness) subordinated to any
other Indebtedness of the Company or of such Guarantor, as the case may be,
unless such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate to the Notes or the
Guarantee of such Guarantor, to the same extent and in the same manner as such
Indebtedness is subordinated to such other Indebtedness of the Company or such
Guarantor, as the case may be.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.   Merger, Consolidation and Sale of Assets.
               ----------------------------------------

          (a)  The Company will not, in a single transaction or series of
related transactions, amalgamate, consolidate or merge with or into any Person,
or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or
permit any Restricted Subsidiary of the Company to sell, assign, transfer,
lease, convey or otherwise dispose of) all or substantially all of the Company's
assets (determined on a consolidated basis for the Company and the Company's
Restricted Subsidiaries) to any Person unless:

          (1)  either:

               (a) the Company shall be the surviving or continuing corporation;
          or

                                       63



               (b) the Person (if other than the Company) formed by such
          amalgamation or consolidation or into which the Company is merged or
          the Person that acquires by sale, assignment, transfer, lease,
          conveyance or other disposition the properties and assets of the
          Company and of the Company's Restricted Subsidiaries substantially as
          an entirety (the "Surviving Entity"):

                    (x)  shall be a corporation organized and validly existing
               under the laws of Canada or any province or territory thereof,
               the United States or any State thereof or the District of
               Columbia; and

                    (y)  shall expressly assume, by supplemental indenture (in
               form and substance reasonably satisfactory to the Trustee), the
               due and punctual payment of the principal of, and premium, if
               any, and interest on all of the Notes and the performance of
               every covenant of the Notes, this Indenture and the Registration
               Rights Agreement on the part of the Company to be performed or
               observed including, without limitation, the Company's obligation
               to pay any Additional Amounts;

          (2)  immediately after giving effect to such transaction and the
     assumption contemplated by clause (1)(b)(y) above (including giving effect
     to any Indebtedness and Acquired Indebtedness incurred in connection with
     or in respect of such transaction), the Company or such Surviving Entity,
     as the case may be, shall (a) have a Consolidated Net Worth equal to or
     greater than the Consolidated Net Worth of the Company immediately prior to
     such transaction (after excluding the effect of reasonable expenses
     incurred in connection with such transaction) and (b) be able to incur at
     least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to Section 4.9;

          (3)  immediately after giving effect to such transaction and the
     assumption contemplated by clause (1)(b)(y) above (including, without
     limitation, giving effect to any Indebtedness and Acquired Indebtedness
     incurred and any Lien granted in connection with or in respect of the
     transaction), no Default or Event of Default shall have occurred or be
     continuing; and

          (4)  the Company or the Surviving Entity shall have delivered to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that such amalgamation, consolidation, merger, sale, assignment, transfer,
     lease, conveyance or other disposition and, if a supplemental indenture is
     required in connection with such transaction, such supplemental indenture
     comply with the applicable provisions of this Indenture and that all
     conditions precedent in this Indenture relating to such transaction have
     been satisfied.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of related transactions) of
all or substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

                                       64



          (b)  Each Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.10)
will not, and the Company will not cause or permit any Guarantor to, amalgamate
or consolidate with or merge with or into any Person other than the Company or
any other Guarantor unless:

          (1)  the entity formed by or surviving any such amalgamation,
     consolidation or merger (if other than the Guarantor) or to which such
     sale, lease, conveyance or other disposition shall have been made is a
     corporation organized and existing under the laws of Canada, any province
     or territory thereof, the United States or any State thereof or the
     District of Columbia;

          (2)  such entity assumes by supplemental indenture all of the
     obligations of the Guarantor on the Guarantee;

          (3)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing; and

          (4)  immediately after giving effect to such transaction and the use
     of any net proceeds therefrom on a pro forma basis, the Company could
     satisfy the provisions of Section 5.1(a)(2).

          Any amalgamation, merger or consolidation of a Guarantor with and into
the Company (with, in the case of a merger or consolidation, the Company being
the surviving entity) or another Guarantor that is a Wholly Owned Restricted
Subsidiary of the Company need only comply with Section 5.1(a)(4).

Section 5.2.   Successor Corporation Substituted.
               ---------------------------------

          Upon any amalgamation, consolidation, combination or merger or any
transfer of all or substantially all of the assets of the Company in accordance
with Section 5.1 in which the Company is not the continuing corporation, the
successor Person formed by such amalgamation or consolidation or into which the
Company is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture and the Notes with the same effect as if such
Surviving Entity had been named as such.

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.   Events of Default.
               -----------------

          Each of the following constitutes an "Event of Default":

          (a)  the failure to pay interest, or Liquidated Damages, on any Notes
when the same becomes due and payable and the default continues for a period of
30 days;

                                       65



          (b)  the failure to pay the principal on any Notes, when such
principal becomes due and payable, at maturity, upon redemption or otherwise
(including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or a Net Proceeds Offer);

          (c)  the failure to make a Change of Control Offer as described in
Section 4.15, failure to make a Net Proceeds Offer as described in Section 4.10
or a default in the observance or performance of the covenants described in
Sections 4.7, 4.9 or 5.1, which failure or default continues for a period of 30
days after the Company receives written notice specifying the default (and
demanding that such default be remedied) from the Trustee or the Holders of at
least 25% of the outstanding principal amount of the Notes (except with respect
to the Section 5.1, which will constitute an Event of Default with such notice
requirement but without such passage of time requirement);

          (d)  the failure to comply with any other covenant or agreement
contained in this Indenture which default continues for a period of 45 days
after the Company receives written notice specifying the default (and demanding
that such default be remedied) from the Trustee or the Holders of at least 25%
of the outstanding principal amount of the Notes;

          (e)  the failure to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the stated principal amount
of any Indebtedness of the Company or any Restricted Subsidiary of the Company,
or the acceleration of the final stated maturity of any such Indebtedness (which
acceleration is not rescinded, annulled or otherwise cured within 20 days of
receipt by the Company or such Restricted Subsidiary of notice of any such
acceleration) if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final stated maturity or which has been accelerated (in each
case with respect to which the 20-day period described above has elapsed),
aggregates $10.0 million or more at any time;

          (f)  one or more judgments in an aggregate amount in excess of $10.0
million (net of any amounts that a reputable and creditworthy insurance company
has acknowledged in writing) shall have been rendered against the Company or any
of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or
unstayed for a period of 60 days after such judgment or judgments become final
and non-appealable;

          (g)  the Company or any Significant Subsidiary of the Company:

          (i)   commences a voluntary case under any Bankruptcy Law seeking (A)
     to adjudicate itself bankrupt or insolvent or (B) the liquidation,
     winding-up, reorganization, arrangement, adjustment, protection, relief or
     composition of it or its debts under any Bankruptcy Law;

          (ii)  consents to the entry of an order for relief against it in an
     involuntary case under any Bankruptcy Law;

          (iii) consents to the appointment of a custodian, receiver, trustee or
     similar official of it or for all or substantially all of its property;

                                       66



          (iv)  makes a general assignment for the benefit of its creditors;

          (v)   admits in writing its inability to pay its debts as they become
     due; or

          (vi)  takes any corporate action to authorize any of the foregoing
     actions;

          (h)  a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

          (i)   is for relief in an involuntary case against the Company or any
     Significant Subsidiary of the Company;

          (ii)  appoints a custodian, receiver, trustee or similar official of
     the Company or any Significant Subsidiary or for all or substantially all
     of the property of any of the foregoing; or

          (iii) orders the liquidation of the Company or any of its Significant
     Subsidiaries;

and the order or decree remains undismissed or unstayed and in effect for 60
consecutive days; or

          (i)   any Guarantee of a Significant Subsidiary ceases to be in full
force and effect or any Guarantee of a Significant Subsidiary is declared to be
null and void and unenforceable or any Guarantee of a Significant Subsidiary is
found to be invalid or any Guarantor that is a Significant Subsidiary denies its
liability under its Guarantee (other than by reason of termination of this
Indenture or release of a Guarantor from its Guarantee in accordance with the
terms of this Indenture).

Section 6.2.   Acceleration.
               ------------
          If an Event of Default (other than an Event of Default specified in
clauses (g) or (h) of Section 6.1 above with respect to the Company) shall occur
and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes may declare the principal of and accrued interest on
all the Notes to be due and payable by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that it is a "notice of
acceleration" (the "Acceleration Notice"), and the same shall become immediately
due and payable.

          If an Event of Default specified in clauses (g) or (h) of Section 6.1
with respect to the Company occurs and is continuing, then all unpaid principal
of, and premium, if any, and accrued and unpaid interest on all of the
outstanding Notes shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

          At any time an acceleration with respect to the Notes, the Holders of
a majority in principal amount of the Notes may rescind and cancel such
acceleration and its consequences:

                                       67



          (1)  if the rescission would not conflict with any judgment or decree;
     and

          (2)  if all existing Events of Default have been cured or waived
     except nonpayment of principal or interest that has become due solely
     because of the acceleration.

          No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

Section 6.3.   Other Remedies.
               --------------

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, interest or Liquidated Damages, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding, and any recovery
or judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Notes. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

Section 6.4.   Waiver of Past Defaults.
               -----------------------

          The Holders of a majority in principal amount of the Notes may waive
any existing Default or Event of Default under this Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any Notes. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.5.   Control by Majority.
               -------------------

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and 7.1(e).

Section 6.6.   Limitation on Suits.
               -------------------

          A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

                                       68



          (a)  the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

          (b)  the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

          (c)  such Holder or Holders of Notes offer and, if requested, provide
to the Trustee reasonable indemnity satisfactory to the Trustee against any
loss, liability or expense;

          (d)  the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

          (e)  during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

Section 6.7.   Rights of Holders of Notes to Receive Payment.
               ---------------------------------------------

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, or premium, if any,
interest or Liquidated Damages, if any, on the Note, on or after the respective
due dates thereon (including in connection with an offer to repurchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the written consent of such
Holder.

Section 6.8.   Collection Suit by Trustee.
               --------------------------

          If an Event of Default specified in Section 6.l(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and Liquidated Damages, if any, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expense, disbursements and advances of the Trustee, its
agents and counsel.

Section 6.9.   Trustee May File Proofs of Claim.
               --------------------------------

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents (including accountants,
experts or such other processionals as the Trustee deems necessary, advisable or
appropriate) and counsel) and the Holders of the Notes allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims, and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly

                                       69



to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10.  Priorities.
               -----------

          If the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.7, including payment of all compensation, expense and liabilities
     incurred, and all advances made, by the Trustee and the costs and expenses
     of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, Purchase Price, Redemption Price and Liquidated Damages, if
     any, and interest, ratably, without preference or priority of any kind,
     according to the amounts due and payable on the Notes for principal,
     Purchase Price, Redemption Price and Liquidated Damages, if any, and
     interest, respectively; and

          Third: to the Company, the Guarantors, if any, or to such party as a
     court of competent jurisdiction shall direct.

The Trustee may fix a special record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.  Undertaking for Costs.
               ---------------------

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.   Duties of Trustee.
               -----------------

          (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of

                                       70



care and skill in its exercise thereof, as a prudent person would exercise or
use under the circumstances in the conduct of such person's own affairs.

          (b)  Except during the continuance of an Event of Default:

          (i)   the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the TIA and the Trustee need
     perform only those duties that are specifically set forth in this Indenture
     and no others, and no implied covenants or obligations shall be read into
     this Indenture against the Trustee; and

          (ii)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, without investigation, as to the truth or the statements
     and the correctness of the opinions expressed therein, upon and statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture. However, the Trustee shall examine the
     certificates and opinions to determine whether or not they conform on their
     face to the requirements of this Indenture but not confirm or investigate
     the accuracy of mathematical calculations or other facts stated therein or
     otherwise verify the contents thereof.

          (c)  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (i)   this paragraph does not limit the effect of paragraph (b) of
     this Section 7.1;

          (ii)  the Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.5.

          (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to this Section
7.1.

          (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holder, pursuant to the provisions of this Indenture,
including, without limitation, Section 6.5, unless such Holder shall have
offered to the Trustee indemnity reasonably satisfactory to it against any loss,
liability or expense which might be incurred by it in compliance with such
request or direction.

          (f)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

                                       71



Section 7.2.   Rights of Trustee.
               -----------------

          (a)  The Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any document believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrain from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel and Opinions of Counsel shall be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

          (c)  The Trustee may act through its attorneys, accountants, experts
and such other professionals as the Trustee deems necessary, advisable or
appropriate and shall not be responsible for the misconduct or negligence of any
attorney, accountant, expert or other such professional appointed with due care.

          (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

          (e)  Unless otherwise specifically provided herein, any demand,
request, direction or notice from the Company shall be sufficiently evidenced by
a written order signed by two Officers of the Company.

          (f)  The Trustee shall not be charged with knowledge of any Default or
Event of Default under Section 6.1 (other than under Section 6.1(a) (subject to
the following sentence) or Section 6.1(b)) unless either (i) a Responsible
Officer shall have actual knowledge thereof, or (ii) the Trustee shall have
received notice thereof in accordance with Section 12.2 from the Company or any
Holder of the Notes. The Trustee shall not be charged with knowledge of the
Company's obligation to pay Liquidated Damages, or the cessation of such
obligation, unless the Trustee receives written notice thereof from the Company
or any Holder.

Section 7.3.   Individual Rights of Trustee.
               ----------------------------

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Company) to the Commission for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee shall also be subject to Sections 7.10 and 7.11.

                                       72



Section 7.4.   Trustee's Disclaimer.
               --------------------

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any offering memorandum or registration statement relating to the Notes other
than its certificate of authentication.

Section 7.5.   Notice of Defaults.
               ------------------

          If a Default or Event of Default occurs and is continuing and is known
to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default in payment on any Note (including payments pursuant to the
redemption provisions of such Note), the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.6.   Reports by Trustee to Holders of the Notes.
               ------------------------------------------

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

Section 7.7.   Compensation, Reimbursement and Indemnity.
               -----------------------------------------

          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by or on behalf of it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's attorneys,
accountants, experts and such other professionals as the Trustee deems
necessary, advisable or appropriate.

          The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture (including its
duties under Section 9.6), including the costs and

                                       73



expenses of enforcing this Indenture or any Guarantee against the Company or a
Guarantor (including this Section 7.7) and defending itself against or
investigating any claim (whether asserted by the Company, any Guarantor, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend any
claim or threatened claim asserted against the Trustee, and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

          The obligations of the Company under this Section 7.7 shall survive
the resignation or removal of the Trustee, the satisfaction and discharge of
this Indenture and the termination of this Indenture.

          To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal, Redemption
Price or Purchase Price of or Liquidated Damages, if any, or interest on,
particular Notes. Such Lien shall survive the resignation or removal of the
Trustee, the satisfaction and discharge of this Indenture and the termination of
this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(g) or (h) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

Section 7.8.   Replacement of Trustee.
               ----------------------

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

          (a)  the Trustee fails to comply with Section 7.10;

          (b)  the Trustee is adjudged a bankrupt or an insolvent or an order
     for relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c)  a custodian, receiver or public officer takes charge of the
     Trustee or its property; or

                                       74



          (d)  the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the date on which the successor Trustee takes
office, the Holders of a majority in principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.

          If a successor Trustee does not take office within 30 days after the
retiring trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          If the Trustee, after written request by any Holder of a Note who has
been a bona fide holder of a Note or Notes for at least six months, fails to
comply with Section 7.10, such Holder of a Note may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

Section 7.9.   Successor Trustee by Merger, Etc.
               --------------------------------

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation
that is eligible under Section 7.10, the successor corporation without any
further act shall be the successor Trustee.

Section 7.10.  Eligibility; Disqualification.
               -----------------------------

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof (including the District of Columbia) that is authorized
under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

                                       75



Section 7.11.  Preferential Collection of Claims Against Company.
               -------------------------------------------------

          The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.   Option to Effect Legal Defeasance or Covenant Defeasance.
               --------------------------------------------------------

          The Company may, at its option evidenced by a resolution of its Board
of Directors set forth in an Officers' Certificate, at any time, elect to have
its obligations and the obligations of any Guarantors discharged with respect to
the then outstanding Notes in accordance with either Section 8.2 or 8.3 as
provided in this Article VIII.

Section 8.2.   Legal Defeasance and Discharge.
               ------------------------------

          Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.2, the Company and any Guarantor shall, subject to the
satisfaction of the conditions set forth in Section 8.4, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company and the
Guarantors, if any, shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes and any Guarantees thereon,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.5 and the other Sections of this Indenture referred to in clauses (a)
through (d) below, and to have satisfied all their other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

          (a)  the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, premium, if any, and interest on the Notes
     when such payments are due;

          (b)  the Company's obligations with respect to the Notes concerning
     issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
     or stolen Notes and the maintenance of an office or agency for payments;

          (c)  the rights, powers, trust, duties and immunities of the Trustee
     and the Company's obligations in connection therewith; and

          (d)  the Legal Defeasance provisions of this Article VIII.

          Subject to compliance with this Article VIII, the Company may exercise
its option under this Section 8.2, notwithstanding the prior exercise of its
option under Section 8.3.

                                       76



Section 8.3.   Covenant Defeasance.
               -------------------

          Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.3, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.4, be released from its obligations under the
covenants contained in Sections 3.10, 3.11, 4.3, 4.4, 4.5. 4.7 through 4.12 and
4.14 through 4.22, inclusive and Section 5.1 with respect to the outstanding
Notes on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.1 of the
option applicable to this Section 8.3, subject to the satisfaction of the
conditions set forth in Section 8.4, Sections 6.1(c) through 6.1(i) shall not
constitute Events of Default.

Section 8.4.   Conditions to Legal or Covenant Defeasance.
               ------------------------------------------

          The following are the conditions precedent to the application of
either Section 8.2 or 8.3 to the outstanding Notes as specified:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1)  the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders cash in U.S. dollars, non-callable U.S.
     government obligations, or a combination thereof, in such amounts as will
     be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants, to pay the principal of, premium, if any,
     and interest on the Notes on the stated date for payment thereof or on the
     applicable Redemption Date, as the case may be;

          (2)  in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
     confirming that:

               (a)  the Company has received from, or there has been published
          by, the Internal Revenue Service or the Canada Customs and Revenue
          Agency, as the case may be, a ruling; or

               (b)  since the date of this Indenture, there has been a change in
          the applicable federal income tax law,

          in either case to the effect that, and based thereon such Opinion of
          Counsel shall confirm that, the Holders will not recognize income,
          gain or loss for federal

                                       77



          income tax purposes or become subject to Canadian non-resident
          withholding tax as a result of such Legal Defeasance and will be
          subject to federal income tax on the same amounts, in the same manner
          and at the same times as would have been the case if such Legal
          Defeasance had not occurred;

          (3)  in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
     Trustee confirming that the Holders will not recognize income, gain or loss
     for federal income tax purposes or become subject to Canadian non-resident
     withholding tax as a result of such Covenant Defeasance and will be subject
     to federal income tax on the same amounts, in the same manner and at the
     same times as would have been the case if such Covenant Defeasance had not
     occurred;

          (4)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or an Event of
     Default resulting from the borrowing of funds to be applied to such deposit
     and the grant of any Lien securing such borrowings);

          (5)  such Legal Defeasance or Covenant Defeasance shall not result in
     a breach or violation of, or constitute a default under this Indenture
     (other than a Default or an Event of Default resulting from the borrowing
     of funds to be applied to such deposit and the grant of any Lien securing
     such borrowings) or any other material agreement or instrument to which the
     Company or any of its Subsidiaries is a party or by which the Company or
     any of its Subsidiaries is bound;

          (6)  the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the Holders over any other creditors of the Company or
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company or others;

          (7)  the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with; and

          (8)  the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that assuming no intervening bankruptcy of the
     Company between the date of deposit and the 91st day following the date of
     deposit, after the 91st day following the date of deposit, the trust funds
     will not be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally.

          Notwithstanding the foregoing, the Opinion of Counsel required by
clause (2) above with respect to a Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (1) have become
due and payable or (2) will become due and payable on the maturity date within
one year, or are to be called for redemption within one

                                       78



year, under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

Section 8.5.   Deposited Money and U.S. Government Securities to Be Held in
               ------------------------------------------------------------
               Trust; Other Miscellaneous Provisions.
               -------------------------------------

          Subject to Section 8.6, all money and U.S. Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5 only) pursuant to Section
8.4 in respect of the outstanding Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying Agent (other than the
Company) as the Trustee may determine, to the Holders of such Notes of all sums
due and to become due thereon in respect of principal, Redemption Price of, and
Liquidated Damages, if any, or interest on, the Notes, but such money need not
be segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Securities
deposited pursuant to Section 8.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

          Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Securities held by it as provided in
Section 8.4 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.4), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6.   Repayment to Company.
               --------------------

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal, Redemption Price or
Purchase Price of, or Liquidated Damages, if any, or interest on any Note and
remaining unclaimed for two years after such amount has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof as a general creditor,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, at the expense of the Company, if required
by applicable law cause to be published once, in The New York Times and The Wall
Street Journal (national editions), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days after
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

                                       79



Section 8.7.   Reinstatement.
               -------------

          If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Securities in accordance with Section 8.2 or 8.3, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations of the Company under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.2
or 8.3 until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.2 or 8.3, as the case may be; provided,
however, that, if the Company makes any payment with respect to any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.   Without Consent of Holders of Notes.
               -----------------------------------

          Notwithstanding Section 9.2 of this Indenture, the Company, the
Guarantors, if any, and the Trustee may amend or supplement this Indenture, the
Notes or any Security Document without the consent of any Holder of a Note:

          (a)  to cure any ambiguity, omission, defect or inconsistency so long
as such changes do not, in the opinion of the Trustee, adversely affect the
rights of any of the Holders in any material respect.

          (b)  to provide for the assumption of the Company's or Guarantor's
obligations to the Holders of the Notes pursuant to Article V;

          (c)  to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA;

          (d)  to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
rights hereunder of any Holder of the Notes in any material respect;

          (e)  to provide for additional Guarantors as set forth in Article X;
or

          (f)  evidence or provide for a successor Trustee under Section 7.8.

          Upon the written request of the Company, accompanied by a Board
Resolution (evidenced by an Officers' Certificate) authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of
the documents described in Section 9.6, the Trustee shall join with the Company
in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not

                                       80



be obligated to enter into such amended or supplemental indenture that affects
its own rights, duties or immunities under this Indenture or otherwise.

Section 9.2.   With Consent of Holders of Notes.
               --------------------------------

          Except as provided below in this Section 9.2, the Company, the Trustee
and the Guarantors, if any, may amend or supplement this Indenture or the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for the Notes), and, subject to
Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or
compliance with any provision of this Indenture, the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).

          Without the consent of each Holder affected, an amendment or waiver
may not (with respect to any Notes held by a non-consenting Holder):

          (1)  reduce the principal amount of Notes whose Holders must consent
     to an amendment, supplement or waiver;

          (2)  reduce the rate of or change the time for payment of interest,
     including defaulted interest, if any, on any Notes;

          (3)  reduce the principal of or change the fixed maturity of any
     Notes, or change the date on which any Notes may be subject to redemption
     or reduce the redemption price therefor;

          (4)  make any Notes payable in money other than that stated in the
     Notes;

          (5)  make any change in provisions of this Indenture relating to the
     right of each Holder to receive payment of principal of and interest on
     such Note on or after the due date thereof or to bring suit to enforce such
     payment, or permitting Holders of a majority in principal amount of Notes
     to waive Defaults or Events of Default;

          (6)  after the Company's obligation to purchase Notes arises
     thereunder, amend, change or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer in the
     event of a Change of Control or make and consummate a Net Proceeds Offer
     with respect to any Asset Sale that has been consummated or, after such
     Change of Control has occurred or such Asset Sale has been consummated,
     modify any of the provisions or definitions with respect thereto; or

          (7)  modify or change any provision of this Indenture or the related
     definitions affecting the ranking of the Notes or any Guarantee in a manner
     that adversely affects the Holders of the Notes; or

          (8)  release any Guarantor that is a Significant Subsidiary from any
     of its obligations under its Guarantee or this Indenture otherwise than in
     accordance with the terms of this Indenture.

                                       81



          Upon the written request of the Company accompanied by a resolution of
the Board (evidenced by an Officers' Certificate) authorizing the execution of
any such amended or supplemental indenture, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders of Notes
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.6, the Trustee shall join with the Company in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.2 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

          After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.

Section 9.3.   Compliance with Trust Indenture Act.
               -----------------------------------

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

Section 9.4.   Revocation and Effect of Consents.
               ---------------------------------

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and therefor binds every Holder.

Section 9.5.   Notation on or Exchange of Notes.
               --------------------------------

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

                                       82



Section 9.6.   Trustee to Sign Amendment, Etc.
               ------------------------------

          The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amended or supplemental indenture until the Board
approves such amended or supplemental indenture. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive, in addition to
the documents required by Sections 12.4 and 12.5, and, subject to Section 7.1,
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.

                                   ARTICLE X.

                                   GUARANTEE

Section 10.1.  Unconditional Guarantee.
               -----------------------

          Each Guarantor by executing a counterpart of this Indenture or a
supplemental indenture as provided in Section 4.16 hereby unconditionally
guarantees (each, a "Guarantee"), on an unsecured senior basis and jointly and
severally, to each Holder of a Note authenticated and delivered by the Trustee,
that: (i) the principal of and interest on the Notes will be promptly paid in
full when due, subject to any applicable grace period, whether at maturity, by
acceleration, upon redemption, purchase pursuant to Article III or otherwise,
and interest on the overdue principal, if any, and interest on any overdue
installment of interest, to the extent lawful, on the Notes and all other
obligations of the Company to the Holders hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (ii) in case of any extension of time of payment or renewal of any
Notes or of any such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at maturity, by acceleration,
upon redemption, purchase pursuant to Article III or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 10.3. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, the recovery of any judgment against the Company, and action
to enforce the same or any other circumstance (other than performance) which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, any Guarantor, or
any custodian, trustee, liquidator or other similar official acting in relation
to the Company or any Guarantor, any amount paid by the Company or any Guarantor
to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees that, as between each Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in

                                       83



Article VI for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any acceleration of such
obligations as provided in Article VI, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Guarantor for the
purpose of this Guarantee.

Section 10.2.  Severability.
               ------------

          In case any provision of this Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 10.3.  Limitation of Guarantor's Liability.
               -----------------------------------

          Each Guarantor, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 10.5, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

Section 10.4.  Release of Guarantor.
               --------------------

          (a)  Any Guarantee by a Guarantor shall be automatically and
unconditionally released and discharged, without any further action required on
the part of the Trustee or any Holder of the Notes, upon:

          (1)  such Guarantor ceasing to be a guarantor under the Credit
     Agreement, if such Guarantor became a Guarantor by reason of Section 4.16
     because it became a guarantor under the Credit Agreement;

          (2)  (A) the amalgamation or consolidation of such Guarantor with the
     Company or any Guarantor that is a Wholly Owned Restricted Subsidiary of
     the Company; (B) the merger of such Guarantor with or into the Company or
     any Guarantor that is a Wholly Owned Restricted Subsidiary of the Company;
     (C) the sale or all or substantially all of the assets of such Guarantor to
     the Company or any Guarantor that is a Wholly Owned Restricted Subsidiary
     of the Company; or (D) the dissolution of such Guarantor;

          (3)  the Designation of such Guarantor as an Unrestricted Subsidiary
     pursuant to Section 4.21; or

                                       84



          (4)  (A) the sale or other disposition (by merger or otherwise) of
     all or substantially all of the assets of such Guarantor to any Person that
     is not a Restricted Subsidiary of the Company, or (B) the sale or other
     disposition (by merger or otherwise) to any Person that is not a Restricted
     Subsidiary of the Company of such of the Capital Stock of such Guarantor
     owned directly or indirectly by the Company so that the Company no longer
     owns, directly or indirectly, greater than 50% of the Common Stock of such
     Guarantor; provided that such sale or disposition of such Capital Stock or
     assets is otherwise in compliance with the terms of this Indenture.

          (b)  The Trustee shall, if the Company requests, deliver an
appropriate instrument evidencing such release upon receipt of a request by the
Company accompanied by an Officers' Certificate and Opinion of Counsel
certifying as to the compliance with this Section 10.4.

          (c)  All Guarantees shall be of no further force and effect upon the
occurrence of a Legal Defeasance or a Covenant Defeasance pursuant to Section
8.2 or 8.3, subject to reinstatement pursuant to Section 8.7 under the
circumstances described therein.

Section 10.5.  Contribution.
               ------------

          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled at the election of the
Company to a contribution from all other Guarantors in a pro rata amount based
on the Adjusted Net Assets (as defined below) of each Guarantor (including the
Funding Guarantor) for all payments, damages and expenses incurred by that
Funding Guarantor in discharging the Company's obligations with respect to the
Notes or any other Guarantor's obligations with respect to the Guarantee.
"Adjusted Net Assets" of such Guarantor at any date shall mean the lesser of the
amount by which (x) the fair value of the property of such Guarantor exceeds the
total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date), but excluding liabilities under the
Guarantee, of such Guarantor at such date and (y) the present fair salable value
of the assets of such Guarantor at such date exceeds the amount that will be
required to pay the probable liability of such Guarantor on its debts (after
giving effect to all other fixed and contingent liabilities incurred or assumed
on such date), excluding debt in respect of the Guarantee of such Guarantor, as
they become absolute and matured.

Section 10.6.  Waiver of Subrogation.
               ---------------------

          Until all Obligations under the Notes and this Indenture are paid in
full, each Guarantor, hereby irrevocably waives any claims or other rights which
it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of such Guarantor's obligations
under the Guarantee and this Indenture, including, without limitation, any right
of subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder against the Company, whether or
not such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash

                                       85



or other property or by set-off or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to any
Guarantor in violation of the preceding sentence and the Notes shall not have
been paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders,
and shall, forthwith be paid to the Trustee for the benefit of such Holders to
be credited and applied upon the Notes, whether matured or unmatured, in
accordance with the terms of this Indenture. Each Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
10.6 is knowingly made in contemplation of such benefits.

Section 10.7.  Execution of Guarantee.
               ----------------------

          To evidence its guarantee to the Holders set forth in this Article X,
each Guarantor executing this Indenture or subsequently required to execute and
deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the
Guarantee in substantially the form attached hereto as Exhibit C, which shall be
endorsed on each Note ordered to be authenticated and delivered by the Trustee.
Each Guarantor hereby agrees that its Guarantee shall remain in full force and
effect notwithstanding any failure to endorse on each Note a notation of such
Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by
two Officers, or an Officer and an Assistant Secretary or one Officer shall sign
and one Officer or an Assistant Secretary (each of whom shall, in each case,
have been duly authorized by all requisite corporate actions) shall attest to
such Guarantee prior to the authentication of the Note on which it is endorsed,
and the delivery of such Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of such Guarantee on behalf of such
Guarantor. Such signatures upon the Guarantee may be by manual or facsimile
signature of such officers and may be imprinted or otherwise reproduced on the
Guarantee, and in case any such officer who shall have signed the Guarantee
shall cease to be such officer before the Note on which such Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Note nevertheless may be authenticated and delivered or
disposed of as though the Person who signed the Guarantee had not ceased to be
such officer of the Guarantor.

Section 10.8.  Waiver of Stay, Extension or Usury Laws.
               ---------------------------------------

          Each Guarantor hereby covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each such
Guarantor hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                       86



                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

Section 11.1.  Satisfaction and Discharge.
               --------------------------

          This Indenture will be discharged and will cease to be of further
effect (except as set forth below) as to all outstanding Notes and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when:

          (1)  either:

               (a)  all the Notes theretofore authenticated and delivered
          (except lost, stolen or destroyed Notes which have been replaced or
          paid and Notes for whose payment money has theretofore been deposited
          in trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust) have been
          delivered to the Trustee for cancellation; or

               (b)  all Notes not theretofore delivered to the Trustee for
          cancellation (1) have become due and payable by reason of the mailing
          of a notice of redemption or otherwise or (2) will become due and
          payable within one year, or are to be called for redemption within one
          year, under arrangements reasonably satisfactory to the Trustee for
          the giving of notice of redemption by the Trustee in the name, and at
          the expense, of the Company, and the Company has irrevocably deposited
          or caused to be deposited with the Trustee funds in an amount
          sufficient to pay and discharge the entire Indebtedness on the Notes
          not theretofore delivered to the Trustee for cancellation, for
          principal of, premium, if any, and interest on the Notes to the date
          of maturity or redemption, as the case may be, together with
          irrevocable instructions from the Company directing the Trustee to
          apply such funds to the payment thereof at maturity or redemption, as
          the case may be;

          (2)  the Company has paid all other sums payable under this Indenture
     by the Company; and

          (3)  the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel stating that all conditions precedent
     under this Indenture relating to the satisfaction and discharge of this
     Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
Company's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 12.2 and
12.3, and the Trustee's and Paying Agent's obligations in Section 11.2 shall
survive until the Notes are no longer outstanding. Thereafter, only the
Company's obligations in Section 7.7 shall survive.

Section 11.2.  Application of Trust.
               --------------------

          All money deposited with the Trustee pursuant to Section 11.1 shall be
held in trust and, at the written direction of the Company, be invested prior to
maturity in U.S. Government Securities, and applied by the Trustee in accordance
with the provisions of the

                                       87



Notes and this Indenture, to the payment, either directly or through any Paying
Agent as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for the payment of which money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

                                  ARTICLE XII.

                                  MISCELLANEOUS

Section 12.1.  Trust Indenture Act Controls.
               ----------------------------

          If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 12.2.  Notices.
               -------

          Any notice or communication by the Company or the Trustee to others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

          If to the Company:

               North American Energy Partners Inc.
               Acheson Industrial Park #2
               53016 - Highway 60
               Spruce Grove, Alberta T7X 3G7
               Facsimile: (780) 960-7103
               Attention: Vincent Gallant

          With copies to:

               The Sterling Group, L.P.
               Eight Greenway Plaza, Suite 702
               Houston, Texas 77046
               Facsimile:  (713) 877-1824
               Attention:  John Hawkins

          And:
               Bracewell & Patterson, LLP
               711 Louisiana Street, Suite 2900
               Houston, Texas 77002
               Facsimile:  713-221-2166

                                       88



               Attention:  Gary W. Orloff

          If to the Trustee:

               Wells Fargo Bank, N.A.
               505 Main Street
               Fort Worth, Texas 76102
               Attention: Melissa Scott
               Fax: (817) 885-8650

          The Company or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed, or in the case of any offer to purchase Notes under
Section 3.9, 3.10 or 3.11 upon the date the communication is postmarked; when
answered back, if telexed, but on the next Business Day if received after normal
business hours; when receipt acknowledged, if telecopied, but on the next
Business Day if received after normal business hours; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery, except that notices to the Trustee shall be
effective only upon receipt.

          Any notice or communication to a Holder shall be mailed by first class
mail, postage prepaid, or by overnight air courier guaranteeing next day
delivery to its address shown on the register kept by the Registrar. Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the address
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

          Notwithstanding the location of offices for delivery of notices, the
corporate trust office of the Trustee is located at c/o Wells Fargo Bank, N.A.,
MAC T5415-030, 45 Broadway, 12/th/ Floor, New York, New York 10006.

Section 12.3.  Communication by Holders of Notes with Other Holders of Notes.
               -------------------------------------------------------------

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

                                       89



Section 12.4.  Certificate and Opinion as to Conditions Precedent.
               --------------------------------------------------

          Upon any request or application by the Company and/or any Guarantor to
the Trustee to take any action under this Indenture, the Company and/or any
Guarantor shall furnish to the Trustee:

          (a)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.5) stating that, in the opinion of the signer, all conditions
     precedent and covenants, if any, provided for in this Indenture relating to
     the proposed action have been satisfied; and

          (b)  if requested by the Trustee, an Opinion of Counsel in form and
     substance reasonably satisfactory to the Trustee (which shall include the
     statements set forth in Section 12.5) stating that, in the opinion of such
     counsel, all such conditions precedent and covenants have been satisfied.

Section 12.5.  Statements Required in Certificate or Opinion.
               ---------------------------------------------

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

          (a)  a statement that the Person making such certificate or opinion
     has read such covenant or condition;

          (b)  a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based;

          (c)  a statement that, in the opinion of such Person, he or she has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been satisfied; and

          (d)  a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied.

Section 12.6.  Rules by Trustee and Agents.
               ---------------------------

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.7.  No Personal Liability of Directors, Officers, Employees and
               -----------------------------------------------------------
               Stockholders.
               ------------

          No past, present or future director, officer, employee, incorporator,
agent or stockholder or Affiliate of the Company, as such, shall have any
liability for any obligations of the Company or any of its Affiliates under the
Notes or this Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. No past, present or future

                                       90



director, officer, employee, incorporator, agent or stockholder or Affiliate of
any of the Guarantors, if any, as such, shall have any liability for any
obligations of the Guarantors under the Guarantees or this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes and Guarantees by accepting a Note and a
Guarantee waives and releases all such liabilities. The waiver and release are
part of the consideration for issuance of the Notes and the Guarantees.

Section 12.8.  Judgment Currency.
               -----------------

          (a)  If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due under this Indenture or the Notes in any currency
(the "Original Currency") into another currency (the "Other Currency"), the
parties agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which, in accordance with normal banking
procedures, the Trustee could purchase the Original Currency with the Other
Currency on the Business Day preceding the day on which final judgment is given
or, if permitted by applicable law, on the day on which the judgment is paid or
satisfied.

          (b)  The obligations of the Company and the Guarantors in respect of
any sum due in the Original Currency under this Indenture or the Notes shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by the Trustee of any sum
adjudged to be so due in the Other Currency, the Trustee may, in accordance with
normal banking procedures, purchase the Original Currency with such Other
Currency. If the amount of the Original Currency so purchased is less than the
sum originally due in the Original Currency, the Company and the Guarantors
agree, as a separate obligation and notwithstanding the judgment, to indemnify
the Trustee and each Holder against any loss.

Section 12.9.  Payment of Additional Amounts.
               -----------------------------

          (a)  All payments made by the Company or any Guarantor under or with
respect to the Notes or the Guarantees will be made free and clear of and
without withholding or deduction for or on account of any present or future tax,
duty, levy, interest, assessment or other governmental charge imposed or levied
by or on behalf of the Government of Canada or any province or territory thereof
or by any authority or agency therein or thereof having power to tax ("Taxes"),
unless the Company or such Guarantor is required to withhold or deduct Taxes
under Canadian law or by the interpretation or administration thereof. If the
Company or any Guarantor is so required to withhold or deduct any amount for or
on account of Taxes from any payment made under or with the respect to the Notes
or the Guarantees, the Company or the Guarantor, as the case may be, shall pay
as Liquidated Damages to each Holder of Notes that are outstanding on the date
of the required payments, such additional amounts ("Additional Amounts") as may
be necessary so that the net amount received by such Holder (including the
Additional Amounts) after such withholding or deduction will not be less than
the amounts such Holder would have received if such Taxes had not been withheld
or deducted; provided that no Additional Amounts will be payable with respect to
a payment made in respect of a beneficial owner of a Note (an "Excluded
Holder"):

                                       91



          (i)   with which the Company or any Guarantor does not deal at arm's
     length (within the meaning of the Income Tax Act (Canada)) at the time of
     making such payment;

          (ii)  that is subject to such Taxes by reason of its being connected
     with Canada or any province or territory thereof otherwise than by the mere
     holding of the Notes or the receipt of payments thereunder;

          (iii) that, despite being required by law, failed to comply with a
     timely request of the Company or the Holder to provide information
     concerning such beneficial owner's nationality, residence, entitlement to
     treaty benefits, identity or connection with Canada or any political
     subdivision or authority thereof, if and to the extent that due and timely
     compliance with such request would have reduced or eliminated any Taxes as
     to which Additional Amounts would have otherwise been payable in respect of
     such beneficial owner but for this clause; or

          (iv)  any combination of the above clauses in this Section 12.9(a).

          (b)   The Company or any Guarantor will also:

          (i)   make such withholding or deduction; and

          (ii)  remit the full amount deducted or withheld to the relevant
     authority in accordance with applicable law.

          (c)   The Company will furnish, within 30 days after the date the
payment of any Taxes is due pursuant to applicable law, to the Holders of Notes
that are outstanding on the date of the required payment, copies of tax
receipts, if any, evidencing that such payment has been made by the Company or
any Guarantor, as the case may be.

          (d)   The Company or the Guarantor, as the case may be, will indemnify
and hold harmless each Holder of Notes that are outstanding on the date of the
required payment (other than an Excluded Holder) and upon written request
reimburse each such Holder for the amount of:

          (i)   any Taxes so levied or imposed and paid by such Holder as a
     result of payments made under or with respect to the Notes or the
     Guarantee;

          (ii)  any liability (including, without limitation, penalties,
     interest and expense) arising therefrom or with respect thereto; and

          (iii) any Taxes imposed with respect to any reimbursement under clause
     (a) or (b) above but excluding any such Taxes on such Holders' net income.

          (e)  At least 30 days prior to each date on which any payment under or
with respect to the Notes or the Guarantees is due and payable, if the Company
or any Guarantor becomes obligated to pay Additional Amounts with respect to
such payment, the Company or such Guarantor, as applicable, will deliver to the
Trustee an Officers' Certificate stating the fact

                                       92



that such Additional Amounts will be payable, and the amount so payable and will
set forth such other information as is necessary to enable the Trustee to pay
such Additional Amounts to the Holders of the Notes on the payment date.

          (f)   Whenever in the Indenture there is mentioned, in any context:

          (i)   the payment of principal (and premium, if any);

          (ii)  purchase prices in connection with a repurchase of Notes;

          (iii) interest and Liquidated Damages, if any; or

          (iv)  any other amount payable on or with respect to any of the Notes
     or the Guarantees, such mention shall be deemed to include mention of the
     payment of Additional Amounts provided for in this section to the extent,
     that, in such context, Additional Amounts are, were or would be payable in
     respect thereof.

Section 12.10. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
               ---------------------------------------------------------------

          THE VALIDITY AND INTERPRETATION OF THIS INDENTURE, THE GUARANTEES AND
THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. EACH PARTY HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE GUARANTEES, IF ANY, AND THE NOTES, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS IN RESPECT OF SUCH SUIT OR
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES AND
THE GUARANTEES. EACH OF THE TRUSTEE, THE COMPANY AND ANY GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Nothing herein shall affect the
right of the Trustee or any Holder of the Notes to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Company or any Guarantor in any other jurisdiction.

                                       93



Section 12.11. No Adverse Interpretation of Other Agreements.
               ---------------------------------------------

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.12. Successors.
               ----------

          All agreements of the Company and any Guarantor in this Indenture and
the Notes and Guarantees shall bind their successors. All agreements of the
Trustee in this Indenture shall bind its successors.

Section 12.13. Severability.
               ------------

          In case any provision in this Indenture or in the Notes or any
Guarantees shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 12.14. Counterpart Originals.
               ---------------------

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together shall represent the
same agreement.

Section 12.15. Table of Contents, Headings, Etc.
               --------------------------------

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture, which have been inserted for
convenience of reference only, are not to be considered a part of this Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16. Qualification of Indenture.
               --------------------------

          The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay
all reasonable costs and expenses (including attorneys' fees for the Company,
the Trustee and the Holders) incurred in connection therewith, including, but
not limited to, costs and expenses of qualification of this Indenture and the
Notes and printing this Indenture and the Notes. The Trustee shall be entitled
to receive from the Company any such Officers' Certificates, Opinions of Counsel
or other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

                         [Signatures on following page]

                                       94



          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be executed as of the day and year first above written.

                                        NORTH AMERICAN ENERGY PARTNERS INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CONSTRUCTION GROUP INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CAISSON LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CONSTRUCTION LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN ENGINEERING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-1




          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be executed as of the day and year first above written.


                                        NORTH AMERICAN ENTERPRISES LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN INDUSTRIES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN MAINTENANCE LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN MINING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN PIPELINE INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                      S-2



          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be executed as of the day and year first above written.


                                        NORTH AMERICAN ROAD INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SERVICES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SITE DEVELOPMENT LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SITE SERVICES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        GRIFFITHS PILE DRIVING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                      S-3



          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be executed as of the day and year first above written.


                                        NACG FINANCE, LLC


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                      S-4



          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be executed as of the day and year first above written.


                                        WELLS FARGO BANK, N.A.
                                        as Trustee


                                        By:  /s/ Melissa Scott
                                             -----------------------------------
                                             Name:  Melissa Scott
                                             Title: Vice President

                                      S-5



                                                                       EXHIBIT A
                                                                       ---------

                              FORM OF SERIES A NOTE

                                 (Face of Note)

                       NORTH AMERICAN ENERGY PARTNERS INC.

                           8 3/4% SENIOR NOTE DUE 2011

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/1/

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS NOTE OR ANY
INTEREST THEREIN (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES

- ----------
/1/  To be included only if the Note is issued in global form.

                                      A-1



ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO NORTH AMERICAN ENERGY PARTNERS INC. OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS
NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO NORTH AMERICAN ENERGY PARTNERS INC. IF NORTH AMERICAN
ENERGY PARTNERS INC. SO REQUESTS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER
THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
NORTH AMERICAN ENERGY PARTNERS INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

The following legend is prescribed by applicable Canadian securities legislation
and applies to trades in this Note involving persons in Canada:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE THE EARLIER OF (1) THE DATE THAT IS 12
MONTHS AND A DAY AFTER THE DATE THE ISSUER FIRST BECAME A REPORTING ISSUER IN
ANY OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AND
SASKATCHEWAN, IF THE ISSUER IS A SEDAR FILER; AND (2) THE DATE THAT IS 12 MONTHS
AND A DAY AFTER THE LATER OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE
ISSUER BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE PURCHASER OF
THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.

                                      A-2



                       NORTH AMERICAN ENERGY PARTNERS INC.

                           8 3/4% SENIOR NOTE DUE 2011

                                                                CUSIP No. [____]
No. 001                                                US$______________________

Interest Payment Dates: June 1 and December 1, commencing June 1, 2004
Record Dates: May 15 and November 15.

          NORTH AMERICAN ENERGY PARTNERS INC., a Canadian federal corporation
(the "Company," which term includes any successor corporation under the
indenture hereinafter referred to), for value received, promises to pay to CEDE
& CO., or registered assigns, the principal sum of US$_______________ on
December 1, 2011.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefits under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.

                                      A-3



          IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

Dated:


                                        NORTH AMERICAN ENERGY PARTNERS INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


This is one of the Notes referred
to in the within-mentioned
Indenture:

WELLS FARGO BANK, N.A.,
as Trustee


By:
     -----------------------------
     Authorized Signatory

                                      A-4



                                 (Back of Note)

                          8 3/4% Senior Notes due 2011

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.  Interest. The Company promises to pay interest on the principal
amount of this Note at the rate of 8 3/4% per annum from the date of original
issuance until maturity and shall pay Liquidated Damages, if any, pursuant to
the registration rights agreement referred below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually on June 1 and December 1 of each
year, commencing June 1, 2004, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on this
Note will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of original issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be June 1, 2004. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
payments of the principal, Purchase Price and Redemption Price at the rate
stated above; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods),
hereon at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. For purposes of the Interest
Act (Canada), (i) the yearly rate of interest which is equivalent to the rate of
interest for any period of less than one year is the rate of interest for such
period multiplied by a fraction, the numerator of which is the actual number of
days in the 12-month period commencing on the first day of such period and the
denominator of which is the actual number of days elapsed in such period, (ii)
the principle of deemed reinvestment of interest does not apply to any interest
calculation in respect of this Note and (iii) the rates of interest stipulated
in respect of this Note are intended to be nominal rates and not effective rates
or yields.

          2.  Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest as provided below) and Liquidated Damages, if any, to
the Persons who are Holders of Notes at the close of business on the May 15 and
November 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, Redemption Price, Purchase
Price, interest and Liquidated Damages, if any, at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, provided that payment by wire transfer of
immediately available funds will be required with respect to principal,
Redemption Price and Purchase Price of, and interest and Liquidated Damages (if
any) on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Trustee or the Paying Agent at least
five days before the relevant payment date. Such payment

                                      A-5



shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

          3.  Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A., the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

          4.  Indenture. The Company initially issued US$200.0 million in
aggregate principal amount of the Notes under an Indenture dated as of November
26, 2003 (the "Indenture") by and among the Company, the Guarantors party
thereto from time to time and the Trustee. The Company may issue Additional
Notes under the Indenture from time to time, subject to limitations set forth in
the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject
to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, such provisions of the Indenture shall
govern and be controlling. The Notes are general obligations of the Company.

          5.  Optional Redemption. Beginning on December 1, 2007, the Company
may redeem the Notes at its option, in whole or in part, at the following
redemption prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on December 1 of the year set
forth below:

Year                                      Percentage
- ----                                      ----------
2007....................................     104.375%
2008....................................     102.188%
2009 and thereafter.....................     100.000%

          In addition, the Company must pay accrued and unpaid interest on the
Notes redeemed as described in the Indenture.

          6.  Special Redemption. At any time, or from time to time, on or prior
to December 1, 2006, the Company may, at its option, use the net cash proceeds
of one or more Public Equity Offerings to redeem up to 35% of the principal
amount of the Notes issued under the Indenture at a redemption price of 108.750%
of the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the Redemption Date; provided that at least 65% of the principal amount
of Notes issued under the Indenture remains outstanding immediately after any
such redemption and the Company makes such redemption not more than 90 days
after the consummation of any such Public Equity Offering.

          7.  Mandatory Redemption. Except as set forth in Paragraph 10 below
with respect to repurchases of Notes in certain events, the Company shall not be
required to make mandatory redemption or repurchase payments with respect to the
Notes.

                                      A-6



          8.  Redemption for Taxation Reasons. The Company may at any time
redeem in whole but not in part the outstanding Notes at a redemption price of
100% of the principal amount thereof plus accrued interest to the date of
redemption if the Company has become or would become obligated to pay any
Additional Amounts (as defined in Section 12.9 of the Indenture) in respect of
the Notes or the Guarantees as a result of: (a) any change in or amendment to
the laws (or regulations promulgated thereunder) of Canada (or any political
subdivision or taxing authority thereof or therein), or (b) any change in or
amendment to any published administrative position regarding the application or
interpretation of such laws or regulations, which change or amendment is
announced or is effective on or after the Issue Date.

          9.  Selection and Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than
US$1,000 may be redeemed in part but only in whole multiples of US$1,000, unless
all of the Notes held by a Holder are to be redeemed. On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called
for redemption.

          If less than all of the Notes are to be redeemed, the Trustee shall
select the Notes or portions thereof to be redeemed (a) in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed; or (b) if the Notes are not listed on any national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee shall
deem fair and appropriate.

          10. Repurchase at Option of Holder.

          (a)  Change of Control Offer. Upon the occurrence of a Change of
Control (unless the Company has exercised its right to redeem the Notes as
described in paragraph 5 or paragraph 8 above and in the Indenture), the Company
shall be required to make an offer to repurchase all or any part (equal to
US$1,000 or an integral multiple thereof) of each Holder's Notes at a Purchase
Price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture.

          (b)  Net Proceeds Offer. If the Company consummates any Asset Sale,
the Company may be required to utilize a portion of the net proceeds received
from such Asset Sale to offer to repurchase Notes from the Holders at a price
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of repurchase, in accordance with
the provisions of the Indenture.

          11. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of US$1,000 and integral multiples of
US$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the

                                      A-7



unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

          12. Persons Deemed Owners. The registered Holder of a Note shall be
treated as its owner for all purposes, and neither the Company, the Trustee nor
any Agent shall be affected by any notice to the contrary.

          13. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for the
assumption of the Company's obligations to Holders of the Notes pursuant to
Article V of the Indenture, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not, in the opinion
of the Trustee, adversely affect the legal rights under the Indenture of any
such Holder in any material respect, to comply with the Trust Indenture Act or
to evidence or provide for a successor Trustee or additional Guarantors.

          14. Defaults and Remedies. Events of Default include: (i) the failure
to pay interest, or Liquidated Damages, on any Notes when the same becomes due
and payable and the default continues for a period of 30 days; (ii) the failure
to pay the principal on any Notes, when such principal becomes due and payable,
at maturity, upon redemption or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer); (iii) the failure to make a Change of Control Offer as
described in Section 4.15 of the Indenture, failure to make a Net Proceeds Offer
as described in Section 4.10 of the Indenture or a default in the observance or
performance of the covenants described in Sections 4.7, 4.9 or 5.1, which
default continues for a period of 30 days after the Company receives written
notice specifying the default (and demanding that such default be remedied) from
the Trustee or the Holders of at least 25% of the outstanding principal amount
of the Notes (except with respect to Section 5.1, which will constitute an Event
of Default with such notice requirement but without such passage of time
requirement); (iv) the failure to comply with any other covenant or agreement
contained in the Indenture which default continues for a period of 45 days after
the Company receives written notice specifying the default (and demanding that
such default be remedied) from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Notes; (v) the failure to pay at final
maturity (giving effect to any applicable grace periods and any extensions
thereof) the stated principal amount of any Indebtedness of the Company or any
Restricted Subsidiary of the Company, or the acceleration of the final stated
maturity of any such Indebtedness (which acceleration is not rescinded, annulled
or otherwise cured within 20 days of receipt by the Company or such Restricted
Subsidiary of notice of any such acceleration) if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at final stated maturity or
which has been accelerated (in each case with respect to which the 20-day period
described above has elapsed), aggregates $10.0 million or more at any time; (vi)
one or more judgments in an aggregate amount in excess of $10.0 million

                                      A-8



(net of any amounts that a reputable and creditworthy insurance company has
acknowledged in writing) shall have been rendered against the Company or any of
its Restricted Subsidiaries and such judgments remain undischarged, unpaid or
unstayed for a period of 60 days after such judgment or judgments become final
and non-appealable; (vii) certain events of bankruptcy affecting the Company or
any of its Significant Subsidiaries as described in the Indenture; or (viii) any
Guarantee of a Significant Subsidiary ceases to be in full force and effect or
any Guarantee of a Significant Subsidiary is declared to be null and void and
unenforceable or any Guarantee of a Significant Subsidiary is found to be
invalid or any Guarantor that is a Significant Subsidiary denies its liability
under its Guarantee (other than by reason of termination of the Indenture or
release of a Guarantor from its Guarantee in accordance with the terms of the
Indenture). If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Notes then outstanding
may declare all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture.
Subject to provisions of the Indenture relating to the duties of the Trustee,
the Trustee is not obligated to enforce the Indenture, the Notes or the
Guarantees unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Notes then outstanding to direct the
Trustee in its exercise of any trust or power conferred on it. The Trustee may
withhold from Holders of Notes notice of certain continuing Defaults or Events
of Default if it determines in good faith that withholding notice is in their
interest.

          15. Trustee Dealings with Company. Subject to certain limitations, the
Trustee under the Indenture, in its individual or any other capacity, may become
owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates as if it were not Trustee.

          16. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any of its
Affiliates, as such, shall have any liability for any obligations of the Company
or any of its Affiliates under the Notes or the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes and Guarantees by accepting a Note and a Guarantee waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Notes and the Guarantees.

          17. Authentication. This Note shall not be valid until authenticated
by the signature of the Trustee or an authenticating agent.

          18. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          19. Discharge Prior to Maturity. If the Company deposits with the
Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay the
principal or Redemption Price of, and interest and Liquidated Damages, if any,
on, the Notes to maturity or a specified Redemption Date and satisfies certain
conditions specified in the Indenture, the Company and

                                      A-9



the Guarantors will be discharged from the Indenture, except for certain
Sections thereof, or from their obligations to comply with certain Sections
thereof.

          20. Governing Law. The validity and interpretation of the Indenture,
the Guarantees and this Note will be governed by and construed in accordance
with the laws of the state of New York, but without giving effect to applicable
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby. Each party hereto agrees to
submit to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any federal court sitting in the Borough of
Manhattan in the City of New York in respect of any suit, action or proceeding
arising out of or relating to the Indenture, the Guarantees, if any, and the
Notes, and irrevocably accepts for itself and in respect of its property,
generally and unconditionally, jurisdiction of the aforesaid courts in respect
of such suit or action or proceeding arising out of or relating to the
Indenture, the Notes and the Guarantees. Each of the Trustee, the Company and
any Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

          21. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption or repurchase as a convenience to Holders. No
representation is made as to the correctness or accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption or
repurchase and reliance may be placed only on the other identification numbers
placed thereon.

          22. Registration Rights. Pursuant to a registration rights agreement,
dated as of November 26, 2003, among the Company, the Guarantors and the Initial
Purchasers, the Company will be obligated upon the occurrence of certain events
to consummate an exchange offer pursuant to which the Holder of this Note shall
have the right to exchange this Note for a Note which has been registered under
the Securities Act, in like principal amount and having terms identical in all
material respects as this Note. The Holders shall be entitled to receive certain
Liquidated Damages in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
such registration rights agreement.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

               North American Energy Partners Inc.
               Acheson Industrial Park #2
               53016 - Highway 60
               Spruce Grove, Alberta T7X 3G7
               Facsimile: (780) 960-7103
               Attention: Vincent Gallant

                                      A-10



                                 ASSIGNMENT FORM

          To assign this Note, fill in the form below:

          (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

     Date: _____________________

                                        Your Signature:_________________________
                                                       (Sign exactly as your
                                                       name appears on the face
                                                       of this Note)

     Signature Guarantee:_______________________________________________________
                         (Participant in recognized signature guarantee
                         medallion program)

                                      A-11



                       OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to elect to have all or any portion of this Note purchased
by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or Section 4.15
("Change of Control Offer") of the Indenture, check the applicable boxes

          [_] Net Proceeds Offer:         [_] Change of Control Offer:

              in whole  [_]                   in whole  [_]

              in part   [_]                   in part   [_]

              Amount to be                    Amount to be
              purchased: US$___________       purchased: US$______________


Dated: __________________          Signature:___________________________________
                                              (Sign exactly as your name appears
                                              on the other side of this Note)

Signature Guarantee: ___________________________________________________________
                     (Participant in recognized signature guarantee medallion
                     program)

Social Security Number or
Taxpayer Identification Number: ________________________________________________

                                      A-12



                         SCHEDULE OF EXCHANGES OF NOTES

          The following exchanges of a part of this Global Note for Certificated
Notes or a part of another Global Note have been made:

                                                    Principal
                     Amount of      Amount of       amount of
                    decrease in    increase in     this Global      Signature
                     principal      principal     Note following  of authorized
                  amount of this  amount of this  such decrease      officer
Date of Exchange    Global Note     Global Note   (or increase)    of Trustee
- ----------------  --------------  --------------  --------------  -------------


                                      A-13



                                                                       EXHIBIT B
                                                                       ---------

                              FORM OF SERIES B NOTE

                                 (Face of Note)

                       NORTH AMERICAN ENERGY PARTNERS INC.

                           8 3/4% SENIOR NOTE DUE 2011

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/2/

The following legend is prescribed by applicable Canadian securities legislation
and applies to trades in this Note involving persons in Canada:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE THE EARLIER OF (1) THE DATE THAT IS 12
MONTHS AND A DAY AFTER THE DATE THE ISSUER FIRST BECAME A REPORTING ISSUER IN
ANY OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AND
SASKATCHEWAN, IF THE ISSUER IS A SEDAR FILER; AND (2) THE DATE THAT IS 12 MONTHS
AND A DAY AFTER THE LATER OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE

- ----------
/2/  To be included only if the Note is issued in global form.

                                      B-1



ISSUER BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE PURCHASER OF
THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.


                                      B-2



                       NORTH AMERICAN ENERGY PARTNERS INC.

                           8 3/4% SENIOR NOTE DUE 2011

                                                                CUSIP No. [____]
No. _______                                            US$______________________

Interest Payment Dates: June 1 and December 1, commencing June 1, 2004 Record
Dates: May 15 and November 15.

          NORTH AMERICAN ENERGY PARTNERS INC., a Canadian federal corporation
(the "Company," which term includes any successor corporation under the
indenture hereinafter referred to), for value received, promises to pay to CEDE
& CO., or registered assigns, the principal sum of US$________________ on
December 1, 2011.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefits under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.

                                      B-3



          IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

Dated:

                                        NORTH AMERICAN ENERGY PARTNERS INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, N.A.,
as Trustee


By:
    ----------------------------------
    Authorized Signatory

                                      B-4



                                 (Back of Note)

                          8 3/4% Senior Notes due 2011

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   Interest. The Company promises to pay interest on the principal
amount of this Note at the rate of 8 3/4% per annum from the date of original
issuance until maturity and shall pay Liquidated Damages, if any, pursuant to
the registration rights agreement referred below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually on June 1 and December 1 of each
year, commencing June 1, 2004, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on this
Note will accrue from the most recent date to which interest has been paid on
this Note or the Series A Note or, if no such interest has been paid, from the
date of original issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be June 1, 2004. The Company
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue payments of the principal, Purchase Price and
Redemption Price at the rate stated above; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages, if any (without regard to any
applicable grace periods), hereon at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. For purposes of the Interest Act (Canada), (i) the yearly rate of
interest which is equivalent to the rate of interest for any period of less than
one year is the rate of interest for such period multiplied by a fraction, the
numerator of which is the actual number of days in the 12-month period
commencing on the first day of such period and the denominator of which is the
actual number of days elapsed in such period, (ii) the principle of deemed
reinvestment of interest does not apply to any interest calculation in respect
of this Note and (iii) the rates of interest stipulated in respect of this Note
are intended to be nominal rates and not effective rates or yields.

          2.   Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest as provided below) and Liquidated Damages, if any, to
the Persons who are Holders of Notes at the close of business on the May 15 and
November 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, Redemption Price, Purchase
Price, interest and Liquidated Damages, if any, at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, provided that payment by wire transfer of
immediately available funds will be required with respect to principal,
Redemption Price and Purchase Price of, and interest and Liquidated Damages (if
any) on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Trustee or the Paying Agent at least
five days before the relevant payment date. Such payment

                                      B-5



shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

          3.   Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

          4.   Indenture. The Company initially issued US$200.0 million in
aggregate principal amount of the Notes under an Indenture dated as of November
26, 2003 (the "Indenture") by and among the Company, the Guarantors party
thereto from time to time and the Trustee. The Company may issue Additional
Notes under the Indenture from time to time, subject to limitations set forth in
the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject
to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, such provisions of the Indenture shall
govern and be controlling. The Notes are general obligations of the Company.

          5.   Optional Redemption. Beginning on December 1, 2007, the Company
may redeem the Notes at its option, in whole or in part, at the following
redemption prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on December 1 of the year set
forth below:

Year                                    Percentage
- ----                                    ----------

2007...................................    104.375%
2008...................................    102.188%
2009 and thereafter....................    100.000%

          In addition, the Company must pay accrued and unpaid interest on the
Notes redeemed as described in the Indenture.

          6.   Special Redemption. At any time, or from time to time, on or
prior to December 1, 2006, the Company may, at its option, use the net cash
proceeds of one or more Public Equity Offerings to redeem up to 35% of the
principal amount of the Notes issued under the Indenture at a redemption price
of 108.750% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the Redemption Date; provided that at least 65% of the
principal amount of Notes issued under the Indenture remains outstanding
immediately after any such redemption and the Company makes such redemption not
more than 90 days after the consummation of any such Public Equity Offering.

          7.   Mandatory Redemption. Except as set forth in Paragraph 10 below
with respect to repurchases of Notes in certain events, the Company shall not be
required to make mandatory redemption or repurchase payments with respect to the
Notes.

                                      B-6



          8.   Redemption for Taxation Reasons. The Company may at any time
redeem in whole but not in part the outstanding Notes at a redemption price of
100% of the principal amount thereof plus accrued interest to the date of
redemption if the Company has become or would become obligated to pay any
Additional Amounts (as defined in Section 12.9 of the Indenture) in respect of
the Notes or the Guarantees as a result of: (a) any change in or amendment to
the laws (or regulations promulgated thereunder) of Canada (or any political
subdivision or taxing authority thereof or therein), or (b) any change in or
amendment to any published administrative position regarding the application or
interpretation of such laws or regulations, which change or amendment is
announced or is effective on or after the Issue Date.

          9.   Selection and Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than
US$1,000 may be redeemed in part but only in whole multiples of US$1,000, unless
all of the Notes held by a Holder are to be redeemed. On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called
for redemption.

          If less than all of the Notes are to be redeemed, the Trustee shall
select the Notes or portions thereof to be redeemed (a) in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed; or (b) if the Notes are not listed on any national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee shall
deem fair and appropriate.

          10.  Repurchase at Option of Holder.

          (a)  Change of Control Offer. Upon the occurrence of a Change of
Control (unless the Company has exercised its right to redeem the Notes as
described in paragraph 5 or paragraph 8 above and in the Indenture), the Company
shall be required to make an offer to repurchase all or any part (equal to
US$1,000 or an integral multiple thereof) of each Holder's Notes at a Purchase
Price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture.

          (b)  Net Proceeds Offer. If the Company consummates any Asset Sale,
the Company may be required to utilize a portion of the net proceeds received
from such Asset Sale to offer to repurchase Notes from the Holders at a price
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of repurchase, in accordance with
the provisions of the Indenture.

          11.  Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of US$1,000 and integral multiples of
US$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the

                                      B-7



unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

          12.  Persons Deemed Owners. The registered Holder of a Note shall be
treated as its owner for all purposes, and neither the Company, the Trustee nor
any Agent shall be affected by any notice to the contrary.

          13.  Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for the
assumption of the Company's obligations to Holders of the Notes pursuant to
Article V of the Indenture, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not, in the opinion
of the Trustee, adversely affect the legal rights under the Indenture of any
such Holder in any material respect, to comply with the Trust Indenture Act or
to evidence or provide for a successor Trustee or additional Guarantors.

          14.  Defaults and Remedies. Events of Default include: (i) the failure
to pay interest, or Liquidated Damages, on any Notes when the same becomes due
and payable and the default continues for a period of 30 days; (ii) the failure
to pay the principal on any Notes, when such principal becomes due and payable,
at maturity, upon redemption or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer); (iii) the failure to make a Change of Control Offer as
described in Section 4.15 of the Indenture, failure to make a Net Proceeds Offer
as described in Section 4.10 of the Indenture or a default in the observance or
performance of the covenants described in Sections 4.7, 4.9 or 5.1, which
default continues for a period of 30 days after the Company receives written
notice specifying the default (and demanding that such default be remedied) from
the Trustee or the Holders of at least 25% of the outstanding principal amount
of the Notes (except with respect to Section 5.1, which will constitute an Event
of Default with such notice requirement but without such passage of time
requirement); (iv) the failure to comply with any other covenant or agreement
contained in the Indenture which default continues for a period of 45 days after
the Company receives written notice specifying the default (and demanding that
such default be remedied) from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Notes; (v) the failure to pay at final
maturity (giving effect to any applicable grace periods and any extensions
thereof) the stated principal amount of any Indebtedness of the Company or any
Restricted Subsidiary of the Company, or the acceleration of the final stated
maturity of any such Indebtedness (which acceleration is not rescinded, annulled
or otherwise cured within 20 days of receipt by the Company or such Restricted
Subsidiary of notice of any such acceleration) if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at final stated maturity or
which has been accelerated (in each case with respect to which the 20-day period
described above has elapsed), aggregates $10.0 million or more at any time; (vi)
one or more judgments in an aggregate amount in excess of $10.0 million

                                      B-8



(net of any amounts that a reputable and creditworthy insurance company has
acknowledged in writing) shall have been rendered against the Company or any of
its Restricted Subsidiaries and such judgments remain undischarged, unpaid or
unstayed for a period of 60 days after such judgment or judgments become final
and non-appealable; (vii) certain events of bankruptcy affecting the Company or
any of its Significant Subsidiaries as described in the Indenture; or (viii) any
Guarantee of a Significant Subsidiary ceases to be in full force and effect or
any Guarantee of a Significant Subsidiary is declared to be null and void and
unenforceable or any Guarantee of a Significant Subsidiary is found to be
invalid or any Guarantor that is a Significant Subsidiary denies its liability
under its Guarantee (other than by reason of termination of the Indenture or
release of a Guarantor from its Guarantee in accordance with the terms of the
Indenture). If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Notes then outstanding
may declare all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture, the Notes or the Guarantees except as provided in the Indenture.
Subject to provisions of the Indenture relating to the duties of the Trustee,
the Trustee is not obligated to enforce the Indenture, the Notes or the
Guarantees unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Notes then outstanding to direct the
Trustee in its exercise of any trust or power conferred on it. The Trustee may
withhold from Holders of Notes notice of certain continuing Defaults or Events
of Default if it determines in good faith that withholding notice is in their
interest.

          15.  Trustee Dealings with Company. Subject to certain limitations,
the Trustee under the Indenture, in its individual or any other capacity, may
become owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates as if it were not Trustee.

          16.  No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any of its
Affiliates, as such, shall have any liability for any obligations of the Company
or any of its Affiliates under the Notes or the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes and Guarantees by accepting a Note and a Guarantee waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Notes and the Guarantees.

          17.  Authentication. This Note shall not be valid until authenticated
by the signature of the Trustee or an authenticating agent.

          18.  Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          19.  Discharge Prior to Maturity. If the Company deposits with the
Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay the
principal or Redemption Price of, and interest and Liquidated Damages, if any,
on, the Notes to maturity or a specified Redemption Date and satisfies certain
conditions specified in the Indenture, the Company and

                                      B-9



the Guarantors will be discharged from the Indenture, except for certain
Sections thereof, or from their obligations to comply with certain Sections
thereof.

          20.  Governing Law. The validity and interpretation of the Indenture,
the Guarantees and this Note will be governed by and construed in accordance
with the laws of the state of New York, but without giving effect to applicable
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby. Each party hereto agrees to
submit to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any federal court sitting in the Borough of
Manhattan in the City of New York in respect of any suit, action or proceeding
arising out of or relating to the Indenture, the Guarantees, if any, and the
Notes, and irrevocably accepts for itself and in respect of its property,
generally and unconditionally, jurisdiction of the aforesaid courts in respect
of such suit or action or proceeding arising out of or relating to the
Indenture, the Notes and the Guarantees. Each of the Trustee, the Company and
any Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

          21.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption or repurchase as a convenience to Holders. No
representation is made as to the correctness or accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption or
repurchase and reliance may be placed only on the other identification numbers
placed thereon.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

               North American Energy Partners Inc.
               Acheson Industrial Park #2
               53016 - Highway 60
               Spruce Grove, Alberta T7X 3G7
               Facsimile: (780) 960-7103
               Attention: Vincent Gallant

                                      B-10



                                 ASSIGNMENT FORM

          To assign this Note, fill in the form below:

          (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.


     Date: _____________________

                                        Your Signature:_________________________
                                                        (Sign exactly as your
                                                        name appears on the face
                                                        of this Note)


     Signature Guarantee: ______________________________________________________
                          (Participant in recognized signature guarantee
                          medallion program)


                                      B-11



                       OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to elect to have all or any portion of this Note purchased
by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or Section 4.15
("Change of Control Offer") of the Indenture, check the applicable boxes

          [_] Net Proceeds Offer:         [_] Change of Control Offer:

              in whole   [_]                  in whole   [_]

              in part    [_]                  in part    [_]

              Amount to be                    Amount to be
              purchased:  US$__________       purchased: US$______________


Dated: __________________          Signature:___________________________________
                                              (Sign exactly as your name appears
                                              on the other side of this Note)


Signature Guarantee: ___________________________________________________________
                     (Participant in recognized signature guarantee medallion
                     program)

Social Security Number or
Taxpayer Identification Number: ________________________________________________

                                      B-12



                         SCHEDULE OF EXCHANGES OF NOTES

          The following exchanges of a part of this Global Note for Certificated
Notes or a part of another Global Note have been made:

                                                    Principal
                     Amount of      Amount of       amount of
                    decrease in    increase in     this Global      Signature
                     principal      principal     Note following  of authorized
                  amount of this  amount of this   such decrease     officer
Date of Exchange    Global Note    Global Note    (or increase)    of Trustee
- ----------------  --------------  --------------  --------------  -------------

                                      B-13



                                                                       EXHIBIT C
                                                                       ---------

                                    GUARANTEE
                                    ---------

          For value received, [each of] the undersigned hereby unconditionally
guarantees to the Holder of this Note the cash payments in United States dollars
of principal of, premium, if any, and interest on this Note (and Liquidated
Damages, if any, payable thereon) in the amounts and at the times when due and
interest on the overdue principal, premium, if any, and interest, if any, of
this Note, if lawful, and the payment or performance of all other obligations of
the Company under the Indenture (as defined below) or this Note, to the Holder
of this Note, all in accordance with and subject to the terms and limitations of
this Note, Article X of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article X of the Indenture and its terms
shall be evidenced therein. The validity and enforceability of this Guarantee
shall not be affected by the fact that it is not affixed to any particular Note.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Indenture dated as of November 26, 2003, by and among North
American Energy Partners Inc., a Canadian federal corporation, as issuer (the
"Company"), the Guarantors named therein, and Wells Fargo Bank, N.A., as trustee
(the "Trustee") (as amended or supplemented, the "Indenture").

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts o the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

          This Guarantee is subject to release upon the terms set forth in the
Indenture.

                                        [GUARANTOR(S)]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       C-1



                                                                    EXHIBIT D(1)

                        FORM OF REGULATION S CERTIFICATE


                                                     ___________________,_______

Wells Fargo Bank, N.A.
505 Main Street
Fort Worth, Texas 76102
Attention: Melissa Scott

          Re:  North American Energy Partners Inc. (the "Company")
               8 3/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:

          This letter relates to US$ _____________ principal amount at maturity
of Notes represented by a certificate (the "Legended Certificate") which bears a
legend outlining restrictions upon transfer of such Legended Certificate.
Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as of November
26, 2003 relating to the Notes, we hereby certify that we are (or we will hold
such securities on behalf of) a person outside the United States to whom the
Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferee]


                                        By:
                                            ------------------------------------
                                                    Authorized Signature


                                     D(1)-1



                                                                    EXHIBIT D(2)

                           CERTIFICATE TO BE DELIVERED
               UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES


                                                     ___________________,_______

Wells Fargo Bank, N.A.
505 Main Street
Fort Worth, Texas 76102
Attention: Melissa Scott

          Re:  North American Energy Partners Inc. (the "Company") 8 3/4% Senior
               Notes due 2011 (the "Notes")

Dear Sirs:

          This Certificate relates to US$ _____________ principal amount of
Notes held in

          [ ]  book-entry* or [ ] certificated form*

          by ___________________________________(the "Transferor").

          The Transferor:*

          [ ]  has requested the Trustee by written order to deliver in exchange
for its beneficial interest in the Global Note held by the Depositary a Note or
Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

          [ ]  has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

          In connection with such request and in respect of each such Note, the
Transferor does hereby certify that Transferor is familiar with the Indenture
relating to the above captioned Notes and as provided in Section 2.6 of such
Indenture, the transfer of this Note does not require registration under the
Securities Act (as defined below) because:*

          [ ]  Such Note is being acquired for the Transferor's own account,
without transfer.

          [ ]  Such Note is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act")) in reliance on Rule 144A and accordingly the undersigned
does hereby certify that the Note is being transferred

- ----------
*    Check applicable box or boxes.

                                     D(2)-1



to a person that the transferor reasonably believes is purchasing the Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion and the Notes have been transferred in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities law of any state of the United States.

          [ ]  Such Note is being transferred to an "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

          [ ]  Such Note is being transferred pursuant to an exemption from
registration in accordance with Regulation S under the Securities Act.

          [ ]  Such Note is being transferred in accordance with Rule 144 under
the Securities Act, or pursuant to an effective registration statement under the
Securities Act.

          [ ]  Such Note is being transferred (i) in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act,
and (ii) to the extent Canadian securities laws, regulations, instruments or
rules are applicable, pursuant to an exemption from the prospectus and
registration requirements of such laws, regulations, instruments or rules. An
Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        Very truly yours,


                                        ----------------------------------------
                                        [INSERT NAME OF TRANSFEROR]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title


Date:
     --------------------


                                     D(2)-2



                                                                       EXHIBIT E
                                                                       ---------

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS


                                                     ___________________,_______

Wells Fargo Bank, N.A.
505 Main Street
Fort Worth, Texas 76102
Attention: Melissa Scott

          Re:  North American Energy Partners Inc. (the "Company")
               8 3/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:

          In connection with our proposed purchase of 8 3/4% Senior Notes due
2011 (the "Notes") of the Company, we confirm that:

          1.   We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of November 26, 2003 relating to the Notes (the "Indenture") and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act") and applicable
Canadian securities laws, regulations, instruments and rules.

          2.  We understand that the Notes have not been registered and that a
prospectus has not been filed under the Securities Act or any other applicable
securities law, and that the Notes may not be offered, sold or otherwise
transferred except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should offer, sell, transfer, pledge, hypothecate or
otherwise dispose of any Notes, we will do so only (A) to the Company or any
Subsidiary thereof, (B) inside the United States to a "qualified institutional
buyer" in compliance with Rule 144A under the Securities Act, (C) inside the
United States to an institutional "accredited investor" (as defined below) that,
prior to such transfer, furnishes to you a signed letter substantially in the
form of this letter, (D) outside the United States to a foreign person in
compliance with Rule 904 of Regulation S under the Securities Act, and, if such
person is a resident of Canada, pursuant to an exemption from the prospectus and
registration requirements of applicable Canadian securities laws, regulations,
instruments and rules, (E) pursuant to the exemption from registration provided
by Rule 144 under the Securities Act (if available), (F) in accordance with
another exemption from the registration requirements of the Securities Act, or
(G) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any

                                       E-1



person purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein and in the Indenture.

          3.  We understand that, with respect to any proposed transfer of any
Notes, pursuant to paragraphs 2(B), 2(C), 2(D) and 2(E) above, we will be
required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed transfer complies with such restrictions and that with respect
to any transfer in accordance with paragraph 2(F) we will be required to furnish
to you and the Company such legal opinions and other information as you or the
Company may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. We further understand that the
Notes purchased by us will bear a legend to such effect. We acknowledge that no
representation is made as to the availability of any Rule 144 exemption from the
registration requirements of the Securities Act.

          4.  We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are acquiring the Notes for investment purposes and not with
a view to, or offer of sale in connection with, any distribution in violation of
the Securities Act or the securities laws of any state of the United States or
any other applicable jurisdiction, and we are each able to bear the economic
risk of our or its investment.

          5.  We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        Very truly yours,

                                        (Name of Transferee)


                                        By:
                                            ------------------------------------
                                                    Authorized Signature


                                       E-2




                                                                       EXHIBIT F
                                                                       ---------


                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S


                                                     ___________________,_______


Wells Fargo Bank, N.A.
505 Main Street
Fort Worth, Texas 76102
Attention: Melissa Scott

          Re:  North American Energy Partners Inc. (the "Company")
               8 3/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:

          In connection with our proposed sale of $_________ aggregate principal
amount at maturity of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended, and, accordingly, we represent that:

          (1)  the offer of the Notes was not made to a person in the United
States;

          (2)  at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

          (3)  no directed selling efforts have been made by us, any of our
affiliates or any person acting on our behalf in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable;

          (4)  the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933; and

          (5)  if we are a dealer or a person receiving a selling concession fee
or other remuneration in respect of the Notes, and the proposed transfer takes
place within 40 days of the Issue Date (as defined in the Indenture), or we are
an officer or director of the Company or an Initial Purchaser (as defined in the
Indenture), we certify that the proposed transfer is being made in accordance
with Rule 904(b) of Regulation S.

                                       F-1



          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]


                                        By:
                                            ------------------------------------
                                                    Authorized Signature


                                       F-2

EX-4.3

                                                                     Exhibit 4.3


                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                       NORTH AMERICAN ENERGY PARTNERS INC.

                                       AND

                           THE GUARANTORS NAMED HEREIN

                                   AS ISSUERS

                                       AND

                          BNP PARIBAS SECURITIES CORP.

                                       AND

                       RBC DOMINION SECURITIES CORPORATION

                              AS INITIAL PURCHASERS


                          DATED AS OF NOVEMBER 26, 2003



                          Registration Rights Agreement

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of November 26, 2003, by and among North American Energy
Partners Inc., a Canadian federal corporation (the "Company"), the Guarantors
listed on Schedule I hereto (the "Guarantors" and, together with the Company,
the "Issuers") and the Initial Purchasers set forth on Schedule II to the
Purchase Agreement (as defined below) (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Issuers' 8 3/4% Senior Notes due 2011 (the "Initial Notes") pursuant to the
Purchase Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated as of
November 21, 2003 (the "Purchase Agreement"), by and among the Issuers and the
Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for
the benefit of the holders from time to time of the Initial Notes (including you
and each other Initial Purchaser named in the Purchase Agreement. In order to
induce the Initial Purchasers to purchase the Initial Notes, the Issuers have
agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchasers set forth in Section 3(a) of the Purchase Agreement.

          The parties hereby agree as follows:

          Section 1.  Definitions

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          Advice: As defined in Section 6(c) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Closing Date: The date of this Agreement.

          Commission: The Securities and Exchange Commission.

          Consummate: A registered Exchange Offer shall be deemed "Consummated"
     for purposes of this Agreement upon the occurrence of all of the following
     (i) the filing and effectiveness under the Securities Act of the Exchange
     Offer Registration Statement relating to the Exchange Notes to be issued in
     the Exchange Offer, (ii) the maintenance of such Registration Statement
     continuously effective and the keeping of the Exchange Offer open for a
     period not less than the minimum period required pursuant to Section 3(b)
     hereof, and (iii) the delivery by the Issuers to the Registrar under the
     Indenture of Exchange Notes in the same aggregate principal amount as the
     aggregate principal amount of Initial Notes that were tendered by Holders
     thereof pursuant to the Exchange Offer.

          Effectiveness Target Date: As defined in Section 5 hereof.




          Exchange Act: The Securities Exchange Act of 1934, as amended.

          Exchange Notes: The 8 3/4% Senior Notes due 2011, of the same series
     under the Indenture as the Initial Notes, to be issued to Holders in
     exchange for Transfer Restricted Notes pursuant to this Agreement.

          Exchange Offer: The registration by the Issuers under the Securities
     Act of the Exchange Notes pursuant to a Registration Statement pursuant to
     which the Issuers offer the Holders of all outstanding Transfer Restricted
     Notes the opportunity to exchange all such outstanding Transfer Restricted
     Notes held by such Holders for Exchange Notes in an aggregate principal
     amount equal to the aggregate principal amount of the Transfer Restricted
     Notes tendered in such exchange offer by such Holders.

          Exchange Offer Registration Statement: The Registration Statement
     relating to the Exchange Offer, including the related Prospectus.

          Guarantor: As defined in the preamble hereto.

          Holders: As defined in Section 2(b) hereof.

          Indemnified Holder: As defined in Section 8(a) hereof.

          Indenture: The Indenture, dated as of November 26, 2003, among the
     Issuers and Wells Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to
     which the Notes are to be issued, as such Indenture is amended or
     supplemented from time to time in accordance with the terms thereof.

          Initial Notes: The 8 3/4% Senior Notes due 2011, of the same series
     under the Indenture as the Exchange Notes, for so long as such securities
     constitute Transfer Restricted Notes.

          Initial Placement: The issuance and sale by the Issuers of the Initial
     Notes to the Initial Purchasers pursuant to the Purchase Agreement.

          Initial Purchasers: As defined in the preamble hereto.

          Interest Payment Date: As defined in the Indenture and the Notes.

          Liquidated Damages: As defined in Section 5 hereof.

          NASD: The National Association of Securities Dealers, Inc.

          Notes: The Initial Notes and the Exchange Notes.

          Person: An individual, partnership, corporation, trust or
     unincorporated organization, or a government or agency or political
     subdivision thereof.

          Prospectus: The prospectus included in a Registration Statement, as
     amended or supplemented by any prospectus supplement and by all other
     amendments thereto,

                                        2



     including post-effective amendments, and all material incorporated by
     reference into such Prospectus.

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
     relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer
     or (b) the registration for resale of Transfer Restricted Notes pursuant to
     the Shelf Registration Statement, which is filed pursuant to the provisions
     of this Agreement, in each case, including the Prospectus included therein,
     all amendments and supplements thereto (including post-effective
     amendments) and all exhibits and material incorporated by reference
     therein.

          Securities Act: The Securities Act of 1933, as amended.

          Shelf Filing Deadline: As defined in Section 4 hereof.

          Shelf Registration Statement: As defined in Section 4 hereof.

          Transfer Restricted Note: Each Note, until the earliest to occur of
     (a) the date on which such Note is exchanged in the Exchange Offer and
     entitled to be resold to the public by the Holder thereof without complying
     with the prospectus delivery requirements of the Securities Act, (b) the
     date on which such Note has been effectively registered under the
     Securities Act and disposed of in accordance with a Shelf Registration
     Statement, (c) the date on which such Note is distributed to the public
     pursuant to Rule 144 under the Securities Act or by a Broker-Dealer
     pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
     Registration Statement (including delivery of the Prospectus contained
     therein), (d) the date on which such Note is eligible to be sold without
     volume or manner of sale restrictions pursuant to paragraph (k) of Rule 144
     (or any similar provision then in effect), and (e) the date on which such
     Note ceases to be outstanding.

          Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C.
     Sections 77aaa to 77bbbb) as in effect on the date of the Indenture.

          Underwritten Registration or Underwritten Offering: A registration in
     which securities of the Company are sold to an underwriter for reoffering
     to the public.

          Section 2.  Securities Subject To This Agreement

          (a)  Transfer Restricted Notes. The notes entitled to the benefits of
this Agreement are the Transfer Restricted Notes.

          (b)  Holders of Transfer Restricted Notes. A Person is deemed to be a
holder of Transfer Restricted Notes (each, a "Holder") whenever such Person owns
Transfer Restricted Notes.

                                        3



          Section 3.  Registered Exchange Offer

          (a)  Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Issuers shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 90 days after the Closing Date, a single Registration Statement
under the Securities Act relating to the Exchange Notes and the Exchange Offer,
(ii) use their respective commercially reasonable efforts to cause such
Registration Statement to become effective as soon as practicable, but in no
event later than 190 days after the Closing Date, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become
effective and (B) if applicable, a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Securities Act, (iv) cause all
necessary filings in connection with the registration and qualification of the
Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (v) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The
Exchange Offer Registration Statement shall be on the appropriate form
permitting registration of the Exchange Notes to be offered in exchange for the
Transfer Restricted Notes and to permit resales of Notes held by Broker-Dealers
as contemplated by Section 3(c) below.

          (b)  The Issuers shall use their respective commercially reasonable
efforts to (i) keep the Exchange Offer Registration Statement continuously
effective and (ii) keep the Exchange Offer open for a period of not less than
the minimum period required under applicable federal and state securities laws
to Consummate the Exchange Offer; provided, however, that in no event shall such
period be less than 30 days after the date notice of the Exchange Offer is
mailed to the Holders. The Issuers shall cause the Exchange Offer to comply with
all applicable federal and state securities laws and all applicable Canadian
securities laws. No securities other than the Notes shall be included in the
Exchange Offer Registration Statement. The Issuers shall use their respective
commercially reasonable efforts to cause the Exchange Offer to be Consummated
promptly after the Exchange Offer Registration Statement has become effective,
but in no event later than 225 days after the Closing Date. Any Registration
Statement or other document delivered to persons in Canada in connection with
the Exchange Offer that constitutes an "offering memorandum" for the purposes of
applicable Canadian securities laws shall contain all disclosure required by
such laws. The Exchange Notes shall carry the applicable legend specified in
Section 2.5 of Multilateral Instrument 45-102 of the Canadian Securities
Administrators. The Issuers shall file all reports required by applicable
Canadian securities laws in respect of the issuance of Exchange Notes to persons
in Canada.

          (c)  The Issuers shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Transfer
Restricted Notes and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Notes acquired directly from the Issuers), may exchange such Initial
Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed
to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be

                                        4



satisfied by the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange Offer Registration Statement. Such "Plan of Distribution" section
shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer
except to the extent required by the Commission as a result of a change in
policy after the date of this Agreement.

          The Issuers shall use their respective commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 180 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in order to resell
the Exchange Notes or in connection with market-making or other trading
activities.

          The Issuers shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
180-day (or shorter as provided in the foregoing sentence) period in order to
facilitate such resales.

          Section 4.  Shelf Registration

          (a)  Shelf Registration. If (i) the Issuers are not required to file
an Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Issuers determine in good faith after consultation with counsel that
the Exchange Offer is not permitted by applicable law or Commission policy
(after the procedures set forth in Section 6(a) below have been complied with),
or (ii) any Holder of Transfer Restricted Notes notifies the Company in writing
prior to the 20/th/ day following the consummation of the Exchange Offer that
(A) such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer, and holds Initial Notes acquired
directly from the Issuers or one of their respective affiliates, then, upon such
Holder's request, the Issuers shall:

          (x)  use their respective commercially reasonable efforts to cause to
     be filed a shelf registration statement pursuant to Rule 415 under the
     Securities Act, which may be an amendment to the Exchange Offer
     Registration Statement (in either event, the "Shelf Registration
     Statement") as promptly as practicable after receipt of notice pursuant to
     Section 4(a) (such date being the "Shelf Filing Deadline"), which Shelf
     Registration Statement shall provide for resales of all Transfer Restricted
     Notes the Holders of which shall have provided the information required
     pursuant to Section 4(b) hereof; and

                                        5



          (y)  use their respective commercially reasonable efforts to cause
     such Shelf Registration Statement to be declared effective by the
     Commission on or before the 90/th/ day after the Shelf Filing Deadline.

The Issuers shall use their respective commercially reasonable efforts to keep
such Shelf Registration Statement continuously effective, supplemented and
amended as required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of Notes by the
Holders of Transfer Restricted Notes entitled to the benefit of this Section
4(a), and to ensure that it conforms with the requirements of this Agreement,
the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) two years
from the Closing Date or such shorter period that will terminate when all the
Transfer Restricted Notes covered by the Shelf Registration Statement have been
sold in the manner set forth and as contemplated by the Registration Statement
and (ii) the date on which the Notes become eligible for resale without volume
restrictions pursuant to Rule 144 under the Securities Act.

          (b)  Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Notes may
include any of its Transfer Restricted Notes in any Shelf Registration Statement
pursuant to this Agreement, or be entitled to any Liquidated Damages, if any,
with respect thereto, unless and until such Holder furnishes to the Company in
writing, within 10 business days after receipt of a request therefor, such
information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary prospectus included
therein. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.

          Section 5.  Liquidated Damages

          If (i) any of the Registration Statements required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 225 days after the Closing Date
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective without being
succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure to be effective and that is itself immediately
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Issuers, jointly and severally, hereby agree to pay
to each Holder of the Transfer Restricted Notes affected thereby Liquidated
Damages in an amount equal to one quarter of one percent (0.25%) per annum on
principal amounts of the Transfer Restricted Notes held by such Holder during
the 90-day period immediately following the occurrence of any Registration
Default and shall increase by an additional one quarter of one percent (0.25%)
per annum on the principal amounts of such Transfer Restricted Notes at the end
of each subsequent 90-day period, but in no event shall such increase exceed
2.00% per annum (any such interest assessed upon the occurrence of Registration
Default is referred to as "Liquidated Damages"); provided, however, that (i) the
circumstances under which the Issuers may be required to pay

                                        6



Liquidated Damages are not cumulative and (ii) Liquidated Damages on the
Transfer Restricted Notes shall cease to accrue upon the earlier of (a) when all
Registration Defaults have been cured or (b) upon the second anniversary of the
Closing Date (or if Rule 144(k) is amended to provide for a shorter restrictive
period, such shorter period).

          All accrued Liquidated Damages shall be payable, in the manner
provided for the payment of interest in the Indenture and the Notes, on each
applicable Interest Payment Date (as defined in the Indenture).

          Section 6.  Registration Procedures

          (a)  Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Issuers shall comply with all of the provisions of Section
6(c) below, shall use their respective commercially reasonable efforts to effect
such exchange to permit the sale of Transfer Restricted Notes being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

          (i)     As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Notes shall furnish, upon the request of the Issuers, prior to the
     Consummation thereof, a written representation to the Issuers (which may be
     contained in the letter of transmittal contemplated by the Exchange Offer
     Registration Statement) to the effect that (A) it is not an affiliate of
     any of the Issuers, (B) it is not engaged in, and does not intend to engage
     in, and has no arrangement or understanding with any person to participate
     in, a distribution of the Exchange Notes to be issued in the Exchange Offer
     and (C) it is acquiring the Exchange Notes in its ordinary course of
     business. In addition, all such Holders of Transfer Restricted Notes shall
     otherwise cooperate in the Issuers' preparations for the Exchange Offer.
     Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
     such Holder using the Exchange Offer to participate in a distribution of
     the securities to be acquired in the Exchange Offer (1) could not under
     Commission policy as in effect on the date of this Agreement rely on the
     position of the Commission enunciated in Morgan Stanley and Co., Inc.
     (available June 5, 1991) and Exxon Capital Holdings Corporation (available
     May 13, 1988), as interpreted in the Commission's letter to Shearman &
     Sterling dated July 2, 1993, and similar no-action letters (which may
     include any no-action letter obtained pursuant to clause (i) above), and
     (2) must comply with the registration and prospectus delivery requirements
     of the Securities Act in connection with a secondary resale transaction and
     that such a secondary resale transaction should be covered by an effective
     registration statement containing the selling security holder information
     required by Item 507 or 508, as applicable, of Regulation S-K if the
     resales are of Exchange Notes obtained by such Holder in exchange for
     Initial Notes acquired by such Holder directly from the Issuers.

          (b)  Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Issuers shall comply with all the provisions of
Section 6(c) below and shall use their respective commercially reasonable
efforts to effect such registration to permit the sale of the Transfer
Restricted Notes being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Issuers shall as expeditiously as
possible prepare

                                        7



and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall
be available for the sale of the Transfer Restricted Notes in accordance with
the intended method or methods of distribution thereof.

          (c)  General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Notes (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Transfer
Restricted Notes by Broker-Dealers), the Issuers shall:

          (i)     use their respective commercially reasonable efforts to keep
     such Registration Statement continuously effective and provide all
     requisite financial statements (including, if required by the Securities
     Act or any regulations thereunder, financial statements of the Guarantors)
     for the period specified in Section 3 or 4 of this Agreement, as
     applicable; upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain a
     material misstatement or omission or (B) not to be effective and usable for
     resale of Transfer Restricted Notes during the period required by this
     Agreement, the Issuers shall file promptly an appropriate amendment to such
     Registration Statement, in the case of clause (A), correcting any such
     misstatement or omission, and, in the case of either clause (A) or (B), use
     their respective commercially reasonable efforts to cause such amendment to
     be declared effective and such Registration Statement and the related
     Prospectus to become usable for their intended purpose(s) as soon as
     practicable thereafter;

          (ii)    prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, as applicable, or such shorter period as
     will terminate when all Transfer Restricted Notes covered by such
     Registration Statement have been sold; cause the Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the Securities Act, and to comply
     fully with the applicable provisions of Rules 424 and 430A under the
     Securities Act in a timely manner; and comply with the provisions of the
     Securities Act with respect to the disposition of all securities covered by
     such Registration Statement during the applicable period in accordance with
     the intended method or methods of distribution by the sellers thereof set
     forth in such Registration Statement or supplement to the Prospectus;

          (iii)   advise the underwriter(s), if any, and selling Holders
     promptly and, if requested by such Persons, to confirm such advice in
     writing, (A) when the Prospectus or any Prospectus supplement or
     post-effective amendment has been filed, and, with respect to any
     Registration Statement or any post-effective amendment thereto, when the
     same has become effective, (B) of any request by the Commission for
     amendments to the Registration Statement or amendments or supplements to
     the Prospectus or for additional information relating thereto, (C) of the
     issuance by the Commission of any stop order suspending the effectiveness
     of the Registration Statement under the Securities Act or of the suspension
     by any state securities commission of the

                                        8



     qualification of the Transfer Restricted Notes for offering or sale in any
     jurisdiction, or the initiation of any proceeding for any of the preceding
     purposes, and (D) of the existence of any fact or the happening of any
     event that makes any statement of a material fact made in the Registration
     Statement, the Prospectus, any amendment or supplement thereto, or any
     document incorporated by reference therein untrue, or that requires the
     making of any additions to or changes in the Registration Statement or the
     Prospectus in order to make the statements therein not misleading. If at
     any time the Commission shall issue any stop order suspending the
     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Notes under state securities or Blue Sky laws, the Issuers shall
     use their respective commercially reasonable efforts to obtain the
     withdrawal or lifting of such order at the earliest possible time;

          (iv)    furnish without charge to each of the Initial Purchasers, each
     selling Holder named in any Registration Statement, and each of the
     underwriter(s), if any, before filing with the Commission, copies of any
     Registration Statement or any Prospectus included therein or any amendments
     or supplements to any such Registration Statement or Prospectus (including
     all documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review of
     such Holders and underwriter(s) in connection with such sale, if any, for a
     period of at least five business days, and the Issuers will not file any
     such Registration Statement or Prospectus or any amendment or supplement to
     any such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which an Initial Purchaser of Transfer
     Restricted Notes covered by such Registration Statement or the
     underwriter(s), if any, shall reasonably object in writing within five
     business days after the receipt thereof (such objection to be deemed timely
     made upon confirmation of telecopy transmission within such period). The
     objection of an Initial Purchaser or underwriter, if any, shall be deemed
     to be reasonable if such Registration Statement, amendment, Prospectus or
     supplement, as applicable, as proposed to be filed, contains a material
     misstatement or omission;

          (v)     promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to the Initial Purchasers, each selling
     Holder named in any Registration Statement, and to the underwriter(s), if
     any, make the Issuers' representatives available for discussion of such
     document and other customary due diligence matters, and include such
     information in such document prior to the filing thereof as such selling
     Holders or underwriter(s), if any, reasonably may request;

          (vi)    make available at reasonable times for inspection by the
     Initial Purchasers, any managing underwriter participating in any
     disposition pursuant to such Registration Statement and any attorney or
     accountant retained by such Initial Purchasers or any of the
     underwriter(s), all financial and other records, pertinent corporate
     documents and properties of the Issuers, and cause the officers, directors
     and employees of the Issuers, to supply all information reasonably
     requested by any such Holder,

                                        9



     underwriter, attorney or accountant in connection with such Registration
     Statement subsequent to the filing thereof and prior to its effectiveness;

          (vii)   if requested by any selling Holders or the underwriter(s), if
     any, promptly incorporate in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such selling Holders and underwriter(s), if any, may
     reasonably request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Notes, information with respect to the principal amount of
     Transfer Restricted Notes being sold to such underwriter(s), the purchase
     price being paid therefor and any other terms of the offering of the
     Transfer Restricted Notes to be sold in such offering; and make all
     required filings of such Prospectus supplement or post-effective amendment
     as soon as practicable after the Company is notified of the matters to be
     incorporated in such Prospectus supplement or post-effective amendment;

          (viii)  if not already rated by an appropriate rating agency, cause
     the Transfer Restricted Notes covered by the Registration Statement to be
     rated with the appropriate rating agencies, if so requested by the Holders
     of a majority in aggregate principal amount of Notes covered thereby or the
     underwriter(s), if any;

          (ix)    furnish to each selling Holder and each of the underwriter(s),
     if any, without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     financial statements and schedules, all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

          (x)     deliver to each selling Holder and each of the underwriter(s),
     if any, without charge, as many copies of the Prospectus (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Persons reasonably may request; the Issuers hereby consent to the use of
     the Prospectus and any amendment or supplement thereto by each of the
     selling Holders and each of the underwriter(s), if any, in connection with
     the offering and the sale of the Transfer Restricted Notes covered by the
     Prospectus or any amendment or supplement thereto;

          (xi)    enter into such customary agreements (including an
     underwriting agreement), and make such representations and warranties, and
     take all such other actions in connection therewith in order to expedite or
     facilitate the disposition of the Transfer Restricted Notes pursuant to any
     Registration Statement contemplated by this Agreement, all to such extent
     as may be reasonably requested by any Initial Purchaser or by any Holder of
     Transfer Restricted Notes or underwriter in connection with any sale or
     resale pursuant to any Registration Statement contemplated by this
     Agreement; and in connection with any Underwritten Registration pursuant to
     a Shelf Registration Statement, the Issuers shall:

               (1)  furnish to each Initial Purchaser, each selling Holder and
          each underwriter, if any, in such substance and scope as they may
          request and as

                                       10



          are customarily made by issuers to underwriters in primary
          underwritten offerings, upon the date of the effectiveness of the
          Shelf Registration Statement:

                    (A)  a certificate, dated the date of effectiveness of the
               Shelf Registration Statement signed by the Chief Financial
               Officer of the Company, confirming, as of the date thereof, the
               matters set forth in Section 7(i) of the Purchase Agreement, and
               such other matters as such parties may reasonably request;

                    (B)  an opinion, dated the date of effectiveness of the
               Shelf Registration Statement of counsel for the Issuers, covering
               the matters set forth in Section 7(e) of the Purchase Agreement
               and such other matters as such parties may reasonably request,
               and in any event including a statement to the effect that such
               counsel has participated in conferences with officers and other
               representatives of the Issuers, representatives of the
               independent public accountants for the Issuers, the Initial
               Purchasers' representatives and the Initial Purchasers' counsel
               in connection with the preparation of such Registration Statement
               and the related Prospectus and has considered the matters
               required to be stated therein and the statements contained
               therein, although such counsel has not independently verified the
               accuracy, completeness or fairness of such statements; and that
               such counsel advises that, on the basis of the foregoing, no
               facts came to such counsel's attention that caused such counsel
               to believe that the applicable Registration Statement, at the
               time such Registration Statement or any post-effective amendment
               thereto became effective, and, in the case of the Exchange Offer
               Registration Statement, as of the date of Consummation, contained
               an untrue statement of a material fact or omitted to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading, or that the Prospectus
               contained in such Registration Statement as of its date and, in
               the case of the opinion dated the date of Consummation of the
               Exchange Offer, as of the date of Consummation, contained an
               untrue statement of a material fact or omitted to state a
               material fact necessary in order to make the statements therein,
               in light of the circumstances under which they were made, not
               misleading. Without limiting the foregoing, such counsel may
               state further that such counsel assumes no responsibility for,
               and has not independently verified, the accuracy, completeness or
               fairness of the financial statements, notes and schedules and
               other financial data included in any Registration Statement
               contemplated by this Agreement or the related Prospectus; and

                    (C)  a customary comfort letter, dated as of the date of
               effectiveness of the Shelf Registration Statement from the
               Issuers' independent accountants, in the customary form and
               covering matters of the type customarily covered in comfort
               letters by underwriters in connection with primary underwritten
               offerings, and affirming the matters

                                       11



               set forth in the comfort letters delivered pursuant to Section
               7(g) of the Purchase Agreement, without exception;

               (2)  if requested, set forth in full or incorporate by reference
          in the underwriting agreement, if any, the indemnification provisions
          and procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (3)  deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Issuers
          pursuant to this clause (xi), if any.

          If at any time the representations and warranties of the Issuers
contemplated in this clause (xi) cease to be true and correct, the Company shall
so advise the Initial Purchasers and the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;

          (xii)   prior to any public offering of Transfer Restricted Notes,
     cooperate with the selling Holders, the underwriter(s), if any, and their
     respective counsel in connection with the registration and qualification of
     the Transfer Restricted Notes under the securities or Blue Sky laws of such
     jurisdictions as the selling Holders or underwriter(s) may request and do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of the Transfer Restricted Notes covered
     by the Shelf Registration Statement; provided, however, that no Issuer
     shall be required to register or qualify as a foreign corporation where it
     is not then so qualified or to take any action that would subject it to the
     service of process in suits or to taxation in any jurisdiction where it is
     not then so subject;

          (xiii)  shall issue, upon the request of any Holder of Initial Notes
     covered by the Shelf Registration Statement, Exchange Notes pursuant to the
     Exchange Offer, having an aggregate principal amount equal to the aggregate
     principal amount of Initial Notes surrendered to the Issuers by such Holder
     in exchange therefor or being sold by such Holder; such Exchange Notes to
     be registered in the name of such Holder or in the name of the purchaser(s)
     of such Notes, as the case may be; in return, the Initial Notes held by
     such Holder shall be surrendered to the Issuers for cancellation;

          (xiv)   cooperate with the selling Holders and the underwriter(s), if
     any, to facilitate the timely preparation and delivery of certificates
     representing Transfer Restricted Notes to be sold and not bearing any
     restrictive legends; and enable such Transfer Restricted Notes to be in
     such denominations and registered in such names as the Holders or the
     underwriter(s), if any, may request at least five business days prior to
     any sale of Transfer Restricted Notes made by such underwriter(s);

          (xv)    use their respective commercially reasonable efforts to obtain
     the consent or approval of each governmental agency or authority that may
     be required to

                                       12



     effect the registration contemplated herein of the Transfer Restricted
     Notes covered by the Registration Statement to enable the seller or sellers
     thereof or the underwriter(s), if any, to consummate the disposition of
     such Transfer Restricted Notes, subject to the proviso contained in clause
     (xii) above;

          (xvi)   if any fact or event contemplated by Section 6(c)(iii)(D)
     above shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Notes, the Prospectus will not contain an untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein not misleading;

          (xvii)  provide a CUSIP number for all Exchange Notes not later than
     the effective date of the Registration Statement and provide the Trustee
     under the Indenture with printed certificates for the Exchange Notes which
     are in a form eligible for deposit with the Depositary Trust Company;

          (xviii) cooperate with any underwriter in any filings required to be
     made with the NASD and in the performance of any due diligence
     investigation by any underwriter (including any "qualified independent
     underwriter") that is required to be retained in accordance with the rules
     and regulations of the NASD; and

          (xix)   otherwise use their respective commercially reasonable efforts
     to comply with all applicable rules and regulations of the Commission, and
     make generally available to its security holders, as soon as practicable, a
     consolidated earning statement meeting the requirements of Rule 158 (which
     need not be audited) for the twelve-month period (A) commencing at the end
     of any fiscal quarter in which Transfer Restricted Notes are sold to
     underwriters in a firm or best efforts Underwritten Offering or (B) if not
     sold to underwriters in such an offering, beginning with the first month of
     the Issuers' first fiscal quarter commencing after the effective date of
     the Registration Statement;

          (xx)    cause the Indenture to be qualified under the Trust Indenture
     Act not later than the effective date of the first Registration Statement
     required by this Agreement, and, in connection therewith, cooperate with
     the Trustee and the Holders of Securities to effect such changes to the
     Indenture as may be required for such Indenture to be so qualified in
     accordance with the terms of the Trust Indenture Act; and to execute and
     use their respective commercially reasonable efforts to cause the Trustee
     to execute, all documents that may be required to effect such changes and
     all other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner;

          (xxi)   cause all Transfer Restricted Notes covered by the
     Registration Statement to be listed on each securities exchange on which
     similar securities issued by the Company are then listed if requested by
     the Holders of a majority in aggregate principal amount of Initial Notes or
     the managing underwriter(s), if any;

                                       13



          (xxii)  provide promptly to each Holder upon request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act; and

          (xxiii) use their respective commercially reasonable efforts to take
     all other steps necessary or advisable to effect the registration of the
     Registrable Securities covered by a Registration Statement contemplated
     hereby.

          Each Holder agrees by acquisition of a Transfer Restricted Note that,
upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Notes pursuant to the applicable
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or
until it is advised in writing (the "Advice") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted Notes
that was current at the time of receipt of such notice. In the event the Company
shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and
including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice.

          Section 7.  Registration Expenses

          All expenses incident to the Issuers' performance of or compliance
with this Agreement will be borne by the Issuers, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses); (iv) messenger
and delivery services and telephone expenses of the Issuers and all fees and
disbursements of counsel for the Issuers; (v) all application and filing fees in
connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements thereof; (vi) all fees
and disbursements of independent certified public accountants of the Issuers
(including the expenses of any special audit and comfort letters required by or
incident to such performance); and (vii) all fees and expenses relating to the
qualification of the Indenture under the applicable securities laws.

          The Issuers will, in any event, bear their respective internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or

                                       14



accounting duties), the expenses of any annual audit and the fees and expenses
of any Person, including special experts, retained by the Issuers.

          Section 8.  Indemnification

          (a)  The Issuers jointly and severally agree to indemnify and hold
harmless (i) each Holder and (ii) each person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
any Holder (any of the persons referred to in this clause (ii) being hereinafter
referred to as a "controlling person") and (iii) the respective officers,
directors, partners, employees, representatives and agents of any Holder or any
controlling person (any person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an "Indemnified Holder"), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including without limitation and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by, related
to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information
relating to any of the Holders furnished in writing to the Company by any of the
Holders expressly for use therein. This indemnity agreement shall be in addition
to any liability which the Issuers may otherwise have.

          (b)  Each Holder of Transfer Restricted Notes agrees, severally and
not jointly, to indemnify and hold harmless the Issuers and their respective
directors and officers who sign a Registration Statement, and any person
controlling (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) the Issuers, and the respective offices, directors,
partners, employees, representatives and agents of each such person, to the same
extent as the foregoing indemnity from the Issuers to each of the Indemnified
Holders, but only with respect to claims and actions based on information
relating to such Holder furnished in writing by such Holder expressly for use in
any Registration Statement. In case any action or proceeding shall be brought
against the Issuers or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder
of Transfer Restricted Notes, such Holder shall have the rights and duties given
the Issuers and the Issuers or their respective directors or officers or such
controlling person shall have the rights and duties given to each Holder by the
preceding paragraph. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the proceeds received
by such Holder upon the sale of the Notes giving rise to such indemnification
obligation.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided,

                                       15



however, that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have under this Section 8 except to the extent it
did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and;
provided further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party otherwise
than under this Section 8, except to the extent that any such failure referenced
in this sentence results in the forfeiture by the indemnifying party of
substantial rights and defenses. If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that the Indemnified
Holders shall have the right to employ counsel to represent jointly the
Indemnified Holders and those Indemnified Holders and their respective
directors, officers, employees and controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
by the Indemnified Holders against the Issuers under this Section 8 if, in the
reasonable judgment of the Indemnified Holders, it is advisable for the
Indemnified Holders and those directors, officers, employees and controlling
persons to be jointly represented by separate counsel, and in that event the
fees and expenses of such separate counsel shall be paid by the Issuers. No
indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

          (d)  If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative benefits received by the Issuers, on the one hand, and the Holders, on
the other hand, from the Initial Placement (which in the case of the Issuers
shall be deemed to be equal to the total net proceeds from the Initial Placement
as set forth on the cover page of the Offering Memorandum, dated November 21,
2003), or if such allocation is not permitted by applicable law, the relative
fault of the Issuers, on the one hand, and of the Indemnified Holder, on the
other hand, in connection with the statements or omissions

                                       16



which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of the
Issuers, on the one hand, and of the Indemnified Holder, on the other, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers or by the
Indemnified Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section 8(a),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

          The Issuers and each Holder of Transfer Restricted Notes agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Notes exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Initial Notes held by each of
the Holders hereunder and not joint.

          Section 9.  Rule 144A

          Unless any Issuer is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Issuers shall, for so long as any Transfer
Restricted Notes remain outstanding, make available to any Holder or beneficial
owner of Transfer Restricted Notes in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Notes from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted Notes
pursuant to Rule 144A.

          Section 10. Participation In Underwritten Registrations

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted Notes on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all reasonable questionnaires, powers of attorney,

                                       17



indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.

          Section 11. Selection Of Underwriters

          The Holders of Transfer Restricted Notes covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Notes in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Notes included in such
offering; provided, that such investment bankers and managers must be reasonably
satisfactory to the Issuers.

          Section 12. Miscellaneous

          (a)  Remedies. The Issuers hereby agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by any
Issuer of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate; provided, however, that any such right to specific performance shall
be subject to principles of customary commercial reasonableness, as determined
by a court of competent jurisdiction.

          (b)  No Inconsistent Agreements. No Issuer will, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. No Issuer has entered into any
agreement granting any registration rights with respect to its securities to any
Person. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Issuers' securities under any agreement in effect on the date hereof.

          (c)  Adjustments Affecting the Securities. The Issuers will not take
any action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Holders to Consummate any
Exchange Offer, unless such action or change is required by applicable law.

          (d)  Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Issuers have obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Notes. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Notes being tendered or registered; provided that, with respect to
any matter that directly or indirectly affects the rights of any Initial
Purchaser hereunder, the Issuers shall obtain the written consent of each such
Initial

                                       18



Purchaser with respect to which such amendment, qualification, supplement,
waiver, consent or departure is to be effective.

          (e)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i)   if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (ii)  if to the Company or any other Issuer:

                    North American Energy Partners Inc.
                    c/o The Sterling Group, L.P.
                    Eight Greenway Plaza, Suite 702
                    Houston, Texas  77046
                    Telephone: (713) 877-8257
                    Facsimile: (713) 877-1824
                    Attention: John Hawkins

                    with a copy to:

                    Bracewell & Patterson, LLP
                    711 Louisiana, Suite 2900
                    Pennzoil Place, South Tower
                    Houston, Texas 77002
                    Telephone: (713) 223-2900
                    Facsimile: (713) 221-1212
                    Attention: Gary W. Orloff

          (iii) if to the Initial Purchasers:

                    BNP Paribas Securities Corp.
                    The Equitable Tower
                    787 Seventh Avenue
                    New York, NY  10019
                    Telephone: (212) 841-3020
                    Facsimile: (212) 841-3561
                    Attention: Douglas Cook

                    RBC Dominion Securities Corp.
                    c/o RBC Capital Markets
                    Legal Department
                    One Liberty Plaza
                    New York New York  10006
                    Telephone: (212) 858-7119
                    Facsimile: (212) 858-7468

                                       19



                    Attention: Roger Blissett

                    with a copy to:

                    O'Melveny & Myers LLP
                    30 Rockefeller Plaza
                    24/th/ Floor
                    New York, NY  10112
                    Telephone: (212) 408-2400
                    Facsimile: (212) 408-2420
                    Attention: Cristopher Greer, Esq.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if faxed; and on the next
business day, if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (f)  Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Notes; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Notes from such Holder.

          (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

          (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       20



          (k)  Entire Agreement. This Agreement together with the Purchase
Agreement, the Notes, and the Indenture is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuers with respect to
the Transfer Restricted Notes. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

                                       21



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


                                        NORTH AMERICAN ENERGY PARTNERS INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CONSTRUCTION GROUP INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CAISSON LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CONSTRUCTION LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN ENGINEERING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-1



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


                                        NORTH AMERICAN ENTERPRISES LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN INDUSTRIES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN MAINTENANCE LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN MINING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN PIPELINE INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-2



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


                                        NORTH AMERICAN ROAD INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SERVICES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SITE DEVELOPMENT LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SITE SERVICES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        GRIFFITHS PILE DRIVING INC.

                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NACG FINANCE, LLC

                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-3



The foregoing Registration Rights
Agreement is hereby confirmed and
accepted as of the date first above
written.


BNP PARIBAS SECURITIES CORP.


By:/s/ Douglas G. Cook
   -------------------------------------
   Name:  Douglas G. Cook
   Title: Managing Director


RBC DOMINION SECURITIES CORPORATION


By:/s/ Nicholas Daifotis
   -------------------------------------
   Name:  Nicholas Daifotis
   Title: Managing Director

                                       S-4



                                   Schedule I
                                   ----------

NACG Finance LLC

North American Construction Group Inc.

North American Caisson Ltd.

North American Construction Ltd.

North American Engineering Ltd.

North American Enterprises Ltd.

North American Industries Inc.

North American Maintenance Ltd.

North American Mining Inc.

North American Pipeline Inc.

North American Road Inc.

North American Services Inc.

North American Site Development Ltd.

North American Site Services Inc.

Griffiths Pile Driving Inc.

EX-5.1

                                                                     EXHIBIT 5.1

                                December 19, 2003

North American Energy Partners Inc.
Acheson Industrial Park #2
53016- Highway 60
Spruce Grove, Alberta T7X3G7

Ladies and Gentlemen:

We have acted as counsel to North American Energy Partners Inc. (the "Company"),
a corporation incorporated under the Canadian Business Corporations Act, in
connection with the offer by the Company to exchange $1,000 principal amount of
its 8 3/4% Senior Exchange Notes due 2011 (the "Exchange Notes") for each $1,000
principal amount of its 8 3/4% Senior Notes due 2011 issued on November 26, 2002
(the "Original Notes"), of which an aggregate of US$200,000,000 principal amount
of Original Notes is outstanding (the "Exchange Offer"). The Company is filing
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form F-4 (the "Registration Statement"), with respect to the
Exchange Offer under the Securities Act of 1933, as amended (the "Securities
Act").

We have examined originals or copies certified by officers of the Company of (a)
the Indenture, dated as of November 26, 2003 (the "Indenture"), by and among the
Company, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee
(the "Trustee"), pursuant to which the Original Notes were issued and the
Exchange Notes will be issued, (b) the Articles of Incorporation and By-Laws of
the Company, each as amended to date, (c) certain resolutions adopted by the
Board of Directors of the Company, and (d) such other documents and records as
we have deemed necessary and relevant for the purposes hereof. In addition, we
have relied on certificates of officers of the Company and of public officials
and others as to certain matters of fact relating to this opinion and have made
such investigations of law as we have deemed necessary and relevant as a basis
hereof. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents and records submitted to us as originals, the
conformity to authentic original documents and records of all documents and
records submitted to us as copies, and the truthfulness of all statements of
fact contained therein. We have also assumed the due execution and delivery of
the Indenture and the due authentication of the Original Notes by a duly
authorized officer of the Trustee.



North American Energy Partners Inc.
December 19, 2003
Page 2

Based on the foregoing, subject to the limitations, assumptions and
qualifications set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:

     1.   the Company is validly existing as a corporation under the laws of
          Canada; and

     2.   the Original Notes have been validly authorized and issued, the
          Exchange Notes have been validly authorized, and (subject to the
          Registration Statement becoming effective, the Indenture being
          qualified under the Trust Indenture Act of 1939 and any state
          securities or Blue Sky laws being complied with) when (i) the Exchange
          Notes have been duly executed by duly authorized officers of the
          Company, (ii) the Exchange Notes have been duly authenticated by the
          Trustee under the Indenture, and (iii) the Original Notes have been
          validly tendered and not withdrawn and have been received and accepted
          by the Company, all in accordance with the terms of the Exchange Offer
          as set forth in the Registration Statement, the Exchange Notes issued
          in exchange for the Original Notes in accordance with the terms of the
          Exchange Offer will be validly issued and legally binding obligations
          of the Company entitled to the benefits of the Indenture.

Insofar as the law of Canada or any provinces thereof is applicable to the
matters discussed herein, we have relied upon the opinion of Borden Ladner
Gervais LLP, a copy of which is attached hereto.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement and to the references to our firm under the
heading "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including this
Exhibit, within the meaning of the term "expert" as used in the Securities Act
or the rules and regulations thereunder.

                                Very truly yours,

                                /s/ Bracewell & Patterson, L.L.P.

                                Bracewell & Patterson, L.L.P.




                                  Attachment A





                                                       Borden Ladner Gervais LLP
                                            Lawyers o Patent & Trade-mark Agents
                                               Scotia Plaza, 40 King Street West
                                                Toronto, Ontario, Canada M5H 3Y4
                                        tel.: (416) 367-6000 fax: (416) 367-6749
                                                               www.blgcanada.com

[GRAPHIC REMOVED HERE]


December 19, 2003

Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Pennzoil Place, South Tower
Houston, TX 77002
U.S.A.

Ladies and Gentlemen:

We have acted as Canadian counsel to North American Energy Partners Inc. (the
"Company"), a corporation incorporated under the Canada Business Corporations
Act, in connection with an offer by the Company to exchange $1,000 principal
amount of its 8 3/4% Senior Exchange Notes due 2011 (the "Exchange Notes") for
each $1,000 principal amount of its 8 3/4% Senior Notes due 2011 issued on
November 26, 2003 (the "Original Notes") of which an aggregate of US
$200,000,000 principal amount of Original Notes is outstanding (the "Exchange
Offer"). In relation to the Exchange Offer, we understand that the Company,
through its U.S. Counsel, Bracewell & Patterson, L.L.P., is filing with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form F-4 (the "Registration Statement") with respect
to the Exchange Offer under the United States Securities Act of 1933, as amended
(the "Securities Act").

Qualifications

This opinion is, with your approval, predicated upon and qualified in its
entirety by the following:

(a)  We have made no investigation of the laws of any jurisdiction other than,
     and the opinions hereinafter expressed are confined to, the laws of the
     Provinces of Ontario and Alberta and the federal laws of Canada applicable
     in such provinces, each as at the date hereof.

(b)  In expressing the opinions set out in paragraph 1, we have: (i) obtained
     and relied upon a Certificate of Compliance dated December 17, 2003 issued
     by Industry Canada in respect of the Company, and have assumed, with your
     concurrence, that each such certificate evidences that the Company has not
     been dissolved as of the date hereof.

(c)  In expressing the opinion set out herein, we have not conducted any
     searches of public records for the purpose of providing such opinion, and
     our knowledge is limited entirely to an officer's certificate of the
     Company certifying as to the nature of the legal or governmental
     proceedings pending or threatened to which the Company is a party.



(d)  The opinions expressed below are given as at the date hereof. We expressly
     disclaim any obligation to advise those persons to whom this opinion is
     addressed of any matters (including without limitation any facts or
     circumstances or any subsequently enacted, published or reported laws,
     regulations or judicial decisions having retroactive effect) which may come
     to our attention after the date hereof and which may affect any of the
     opinions set out herein.

(e)  Reliance on these opinions after the date hereof must be on the assumption
     that there has been no change in the law or in the facts on which the
     opinions are based.

Assumptions

In the course of the foregoing investigations and examinations, we have assumed
the genuineness of all signatures, the legal capacity at all relevant times of
any natural persons signing any documents, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified or true copies or as reproductions
(including documents received by facsimile machine) and the accuracy of all
certificates of public officials and corporate officers.

Based on the foregoing and subject to the qualifications and limitations set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:

1.   The Company has been incorporated under the laws of Canada, and has not
     been dissolved and the Company has all the necessary corporate power and
     authority to own property and to conduct business and to execute and
     deliver, and to perform all its obligations under the Exchange Notes.

2.   The Original Notes have been validly authorized and the Exchange Notes to
     be issued in exchange for the Original Notes in accordance with the terms
     of the Exchange Offer have been validly authorized by the Company.

This opinion is given solely for the use of the parties to whom it is addressed
and only in connection with the Exchange Offer and we hereby consent to the
filing of this opinion by Bracewell & Patterson, L.L.P., as part of the filing
of their Exhibit 5 to the Registration Statement, and the filing of this opinion
as an Exhibit 5 to the Registration Statement, with the United States Securities
and Exchange Commission. We also consent to the reference to our firm under the
heading "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including any
Exhibit 5 wherein this opinion is included, within the meaning of the term
"expert" as used in the Securities Act or the rules or regulations thereunder.

Very truly yours,

BORDEN LADNER GERVAIS LLP

/s/ Borden Lander Gervais LLP

                                                                               2

EX-5.2

                                                                     EXHIBIT 5.2


                                                       Borden Ladner Gervais LLP
                                            Lawyers o Patent & Trade-mark Agents
                                               Scotia Plaza, 40 King Street West
                                                Toronto, Ontario, Canada M5H 3Y4
                                        tel.: (416) 367-6000 fax: (416) 367-6749
                                                               www.blgcanada.com

[GRAPHIC REMOVED HERE]


December 19, 2003

Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Pennzoil Place, South Tower
Houston, TX 77002
U.S.A.

Ladies and Gentlemen:

We have acted as Canadian counsel to North American Energy Partners Inc. (the
"Company"), a corporation incorporated under the Canada Business Corporations
Act, in connection with an offer by the Company to exchange $1,000 principal
amount of its 8 3/4% Senior Exchange Notes due 2011 (the "Exchange Notes") for
each $1,000 principal amount of its 8 3/4% Senior Notes due 2011 issued on
November 26, 2003 (the "Original Notes") of which an aggregate of US
$200,000,000 principal amount of Original Notes is outstanding (the "Exchange
Offer"). In relation to the Exchange Offer, we understand that the Company,
through its U.S. Counsel, Bracewell & Patterson, L.L.P., is filing with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form F-4 (the "Registration Statement") with respect
to the Exchange Offer under the United States Securities Act of 1933, as amended
(the "Securities Act").

Qualifications

This opinion is, with your approval, predicated upon and qualified in its
entirety by the following:

(a)  We have made no investigation of the laws of any jurisdiction other than,
     and the opinions hereinafter expressed are confined to, the laws of the
     Provinces of Ontario and Alberta and the federal laws of Canada applicable
     in such provinces, each as at the date hereof.

(b)  In expressing the opinions set out in paragraph 1, we have: (i) obtained
     and relied upon a Certificate of Compliance dated December 17, 2003 issued
     by Industry Canada in respect of the Company, and have assumed, with your
     concurrence, that each such certificate evidences that the Company has not
     been dissolved as of the date hereof.

(c)  In expressing the opinion set out herein, we have not conducted any
     searches of public records for the purpose of providing such opinion, and
     our knowledge is limited entirely to an officer's certificate of the
     Company certifying as to the nature of the legal or governmental
     proceedings pending or threatened to which the Company is a party.



(d)  The opinions expressed below are given as at the date hereof. We expressly
     disclaim any obligation to advise those persons to whom this opinion is
     addressed of any matters (including without limitation any facts or
     circumstances or any subsequently enacted, published or reported laws,
     regulations or judicial decisions having retroactive effect) which may come
     to our attention after the date hereof and which may affect any of the
     opinions set out herein.

(e)  Reliance on these opinions after the date hereof must be on the assumption
     that there has been no change in the law or in the facts on which the
     opinions are based.

Assumptions

In the course of the foregoing investigations and examinations, we have assumed
the genuineness of all signatures, the legal capacity at all relevant times of
any natural persons signing any documents, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified or true copies or as reproductions
(including documents received by facsimile machine) and the accuracy of all
certificates of public officials and corporate officers.

Based on the foregoing and subject to the qualifications and limitations set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:

1.   The Company has been incorporated under the laws of Canada, and has not
     been dissolved and the Company has all the necessary corporate power and
     authority to own property and to conduct business and to execute and
     deliver, and to perform all its obligations under the Exchange Notes.

2.   The Original Notes have been validly authorized and the Exchange Notes to
     be issued in exchange for the Original Notes in accordance with the terms
     of the Exchange Offer have been validly authorized by the Company.

This opinion is given solely for the use of the parties to whom it is addressed
and only in connection with the Exchange Offer and we hereby consent to the
filing of this opinion by Bracewell & Patterson, L.L.P., as part of the filing
of their Exhibit 5 to the Registration Statement, and the filing of this opinion
as an Exhibit 5 to the Registration Statement, with the United States Securities
and Exchange Commission. We also consent to the reference to our firm under the
heading "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including any
Exhibit 5 wherein this opinion is included, within the meaning of the term
"expert" as used in the Securities Act or the rules or regulations thereunder.

Very truly yours,

BORDEN LADNER GERVAIS LLP

/s/ Borden Lander Gervais LLP

                                                                               2

EX-10.1

                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 26, 2003

                                      AMONG

                       NORTH AMERICAN ENERGY PARTNERS INC.
                                  as Borrower,

                           THE LENDERS LISTED HEREIN,
                                   as Lenders,

                              ROYAL BANK OF CANADA,
                             as Administrative Agent

                                       and

                       BNP PARIBAS SECURITIES CORPORATION
                               RBC CAPITAL MARKETS

                                       as

                               Lead Arrangers and
                                  Book Managers

                                       and

                                   BNP PARIBAS
                              as Syndication Agent



                                TABLE OF CONTENTS



                                                                           Page No.
                                                                           --------
                                                                              
Section 1. DEFINITIONS............................................................2
   1.1     Certain Defined Terms..................................................2
   1.2     Accounting Terms; Utilization of GAAP for Purposes of Calculations
           Under Agreement.......................................................35
   1.3     Other Definitional Provisions and Rules of Construction...............35

Section 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS............................36
   2.1     Commitments; Making of Loans; the Register............................36
   2.2     Interest on the Loans.................................................43
   2.3     Fees..................................................................46
   2.4     Repayments; Voluntary and Mandatory Prepayments; Application of
           Proceeds..............................................................47
   2.5     Use of Proceeds.......................................................55
   2.6     Increased Costs; Taxes; Capital Adequacy; Change in Law;
           Illegality............................................................56
   2.7     Statement of Lenders; Obligation of Lenders to Mitigate...............59
   2.8     Replacement of a Lender...............................................59
   2.9     Illegality............................................................60

Section 3. BANKERS' ACCEPTANCES..................................................61
   3.1     Acceptance of Bankers' Acceptances; Form and Execution................61
   3.2     Power of Attorney; Provision of Bankers' Acceptances to Lenders.......63
   3.3     Mechanics of Issuance.................................................65
   3.4     Rollover of Bankers' Acceptances......................................66
   3.5     Conversion into Bankers' Acceptances..................................66
   3.6     Conversion from Bankers' Acceptances..................................67
   3.7     BA Equivalent Advances................................................67
   3.8     Termination of Bankers' Acceptances...................................68
   3.9     Stamping Fees.........................................................68

Section 4. LETTERS OF CREDIT.....................................................68
   4.1     Issuance of Letters of Credit and Lenders' Purchase of
           Participations Therein................................................68
   4.2     Letter of Credit Fees.................................................71
   4.3     Drawings and Reimbursement of Amounts Paid Under Letters of Credit....71
   4.4     Obligations Absolute..................................................74
   4.5     Nature of Issuing Lenders' Duties.....................................75

Section 5. SECURITY..............................................................76
   5.1     Collateral Documents..................................................76
   5.2     Registration..........................................................77
   5.3     Sharing Collateral Documents..........................................78


                                        i



                                                                             
   5.4     Form of Collateral Documents..........................................79
   5.5     After-Acquired Property...............................................79
   5.6     Continuing Collateral Documents.......................................80
   5.7     Dealing with Collateral Documents.....................................80
   5.8     Effectiveness.........................................................80
   5.9     Release and Discharge of Collateral Documents.........................80

Section 6. CONDITIONS TO LOANS AND LETTERS OF CREDIT.............................81
   6.1     Conditions to Term Loans and Initial Revolving Loans..................81
   6.2     Conditions to All Loans...............................................89
   6.3     Conditions to Letters of Credit.......................................90
   6.4     Waiver................................................................90

Section 7. COMPANY'S REPRESENTATIONS AND WARRANTIES..............................90
   7.1     Organization, Powers, Qualification, Good Standing, Business and
           Subsidiaries..........................................................91
   7.2     Authorization of Borrowing, etc.......................................91
   7.3     Financial Condition...................................................92
   7.4     No Material Adverse Change; No Restricted Junior Payments.............93
   7.5     Title to Properties; Liens; Real Property; Intellectual Property......93
   7.6     Litigation; Adverse Facts.............................................94
   7.7     Payment of Taxes......................................................95
   7.8     Performance of Agreements; Material Contracts.........................95
   7.9     Benefit Plans.........................................................95
   7.10    Certain Fees..........................................................96
   7.11    Environmental Protection..............................................96
   7.12    Employee Matters......................................................97
   7.13    Solvency..............................................................97
   7.14    Matters Relating to Collateral........................................97
   7.15    Disclosure............................................................98
   7.16    Related Documents.....................................................98
   7.17    Accounts..............................................................99
   7.18    Deemed Repetition.....................................................99

Section 8. COMPANY'S AFFIRMATIVE COVENANTS.......................................99
   8.1     Financial Statements and Other Reports................................99
   8.2     Existence, etc.......................................................105
   8.3     Payment of Taxes and Claims; Tax.....................................105
   8.4     Maintenance of Properties; Insurance; Application of Net Insurance
           /Condemnation Proceeds...............................................105
   8.5     Inspection Rights; Lender Meeting....................................108
   8.6     Compliance with Laws, etc............................................108
   8.7     Environmental Matters................................................109
   8.8     First Priority Liens.................................................110
   8.9     Execution of Subsidiary Guarantee and Personal Property Collateral
           Documents After the Closing Date.....................................111



                                       ii



                                                                             
Section 9. COMPANY'S NEGATIVE COVENANTS.........................................112
   9.1     Indebtedness.........................................................112
   9.2     Liens and Related Matters............................................113
   9.3     Investments; Acquisitions............................................114
   9.4     Contingent Obligations...............................................115
   9.5     Restricted Junior Payments...........................................116
   9.6     Financial Covenants..................................................117
   9.7     Restriction on Fundamental Changes; Asset Sales......................120
   9.8     Consolidated Capital Expenditures....................................121
   9.9     Transactions with Shareholders and Affiliates........................122
   9.10    Sales and Lease-Backs................................................123
   9.11    Conduct of Business..................................................123
   9.12    Amendments or Waivers of Certain Agreements..........................123
   9.13    Fiscal Year..........................................................123

Section 10.EVENTS OF DEFAULT....................................................124
   10.1    Failure to Make Payments When Due....................................124
   10.2    Default in Other Agreements..........................................124
   10.3    Breach of Certain Covenants..........................................124
   10.4    Breach of Warranty...................................................124
   10.5    Other Defaults Under Loan Documents..................................125
   10.6    Involuntary Bankruptcy; Appointment of Receiver, etc.................125
   10.7    Voluntary Insolvency.................................................125
   10.8    Judgments and Attachments............................................126
   10.9    Dissolution..........................................................126
   10.10   Seizure..............................................................126
   10.11   Change in Control....................................................126
   10.12   Invalidity of Loan Documents; Failure of Security; Repudiation of
           Obligations..........................................................127
   10.13   Conduct of Business By Holdings......................................127
   10.14   Conduct of Business by Finance Co....................................127
   10.15   Failure to Consummate Acquisition or Amalgamation....................128
   10.16   Amendment of Certain Documents of Holdings...........................128

Section 11.ADMINISTRATIVE AGENT.................................................129
   11.1    Appointment..........................................................129
   11.2    Powers and Duties; General Immunity..................................130
   11.3    Independent Investigation by Lenders; No Responsibility For
           Appraisal of Creditworthiness........................................132
   11.4    Right to Indemnity...................................................132
   11.5    Successor Administrative Agent and Swing Line Lender.................132
   11.6    Collateral Documents and Guarantees..................................133
   11.7    Duties of Other Agents...............................................134
   11.8    Administrative Agent May File Proofs of Claim........................134

Section 12.MISCELLANEOUS........................................................135



                                       iii



                                                                             
   12.1    Successors and Assigns; Assignments and Participations in Loans
           and Letters of Credit................................................135
   12.2    Expenses.............................................................139
   12.3    Indemnity............................................................140
   12.4    Set-Off; Security Interest in Deposit Accounts.......................142
   12.5    Ratable Sharing......................................................142
   12.6    Amendments and Waivers...............................................143
   12.7    Independence of Covenants............................................145
   12.8    Notices; Effectiveness of Signatures.................................145
   12.9    Survival of Representations, Warranties and Agreements...............146
   12.10   Failure or Indulgence Not Waiver; Remedies Cumulative................146
   12.11   Marshalling; Payments Set Aside......................................147
   12.12   Severability.........................................................147
   12.13   Obligations Several; Independent Nature of Lenders' Rights; Damage
           Waiver...............................................................147
   12.14   Release of Subsidiary Guarantee......................................147
   12.15   Release of Security Interest on Asset Disposition....................148
   12.16   Applicable Law.......................................................149
   12.17   Construction of Agreement; Nature of Relationship....................149
   12.18   Consent to Jurisdiction and Service of Process.......................149
   12.19   Waiver of Jury Trial.................................................150
   12.20   Confidentiality......................................................150
   12.21   Paramountcy..........................................................151
   12.22   Counterparts; Effectiveness..........................................151



                                       iv



                                    EXHIBITS

I    FORM OF NOTICE OF BORROWING

II   FORM OF NOTICE OF CONVERSION/ROLLOVER

III  FORM OF REQUEST FOR ISSUANCE

IV   INTENTIONALLY LEFT BLANK

V    FORM OF BA DISCOUNT NOTE

VI   FORM OF BORROWING BASE CERTIFICATE

VII  FORM OF COMPLIANCE CERTIFICATE

VIII INTENTIONALLY DELETED

IX   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

X    FORM OF FINANCIAL CONDITION CERTIFICATE

XI   FORM OF SUBSIDIARY GUARANTEE

XII  FORM OF HOLDINGS GUARANTEE

XIII FORM OF DEBENTURE

XIV  FORM OF HOLDINGS PLEDGE AGREEMENT

XV   FORM OF COMPANY PLEDGE AGREEMENT

XVI  FORM OF SUBSIDIARY PLEDGE AGREEMENT

XVII FORM OF DEPOSIT INSTRUMENT

XVIII FORM OF OPINION OF COMPANY COUNSEL

XIX  FORM OF OPINION OF FINANCE CO. COUNSEL



                                    SCHEDULES

2.1  LENDERS' COMMITMENTS AND PRO RATA SHARES

6.1M EQUIPMENT CONTINUING TO BE HELD UNDER LEASES

7.1  SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP;
     MANAGEMENT

7.5B REAL PROPERTY INTERESTS

7.5C MATERIAL SERIAL NUMBER EQUIPMENT

7.5D INTELLECTUAL PROPERTY

7.8  MATERIAL CONTRACTS

9.1  EXISTING INDEBTEDNESS

9.2  PERMITTED LIENS

9.3  EXISTING INVESTMENTS

9.4  CONTINGENT OBLIGATIONS





                                 NORTH AMERICAN
                              ENERGY PARTNERS INC.

                                CREDIT AGREEMENT

          This CREDIT AGREEMENT is dated as of November 26, 2003 and entered
into by and among NORTH AMERICAN ENERGY PARTNERS INC., a Canadian corporation
("Company"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually referred to herein as a "Lender" and collectively as
"Lenders"), BNP PARIBAS, as syndication agent for Lenders (in such capacity,
"Syndication Agent"), and ROYAL BANK OF CANADA ("RBC"), as administrative agent
for Lenders (in such capacity, "Administrative Agent").

                                 R E C I T A L S

          WHEREAS, Parent (this and other capitalized terms used in these
recitals without definition being used as defined in subsection 1.1), its direct
wholly-owned Subsidiary, Holdings, Holding's direct wholly-owned Subsidiary,
Company, and Company's direct wholly-owned Subsidiaries, Acquisition Co. and
Finance Co., have been formed for the purpose of acquiring all of the
outstanding shares of Capital Stock of NACG and substantially all of the assets
of NAEL and assuming certain liabilities of NAEL;

          WHEREAS, on or before the Closing Date, Sterling, its Affiliates and
other investors will purchase all of the outstanding Parent Common Stock for
cash consideration of at least Cdn.$92,500,000;

          WHEREAS, on the Closing Date, Holdings will issue the Holdings
Preferred Stock to Sellers for 30 shares of common stock of NACG (the "Exchange
Shares");

          WHEREAS, on the Closing Date, Parent will contribute Cdn.$92,500,000
received from the issuance of Parent Common Stock to Holdings, and Holdings will
contribute such amount and the Exchange Shares to Company;

          WHEREAS, on or before the Closing Date, Company will issue and sell
not less than the U.S. Dollar equivalent of Cdn.$245,000,000 in aggregate
principal amount of Senior Notes;

          WHEREAS, subject to the terms and conditions hereof, on the Closing
Date, at the request of Company, the Lenders will extend Cdn.$50,000,000 in Term
Loans to Company, drawn from the Term Loan Commitment established hereby;

          WHEREAS, on the Closing Date, Company will loan approximately
Cdn.$400,000,000 and will contribute the Exchange Shares to Acquisition Co.;




          WHEREAS, on the Closing Date, Company will endorse over to Finance Co.
a portion of such loan in the amount of Cdn.$92,500,000;

          WHEREAS, on the Closing Date, (i) Acquisition Co. will apply the
proceeds of the Loans, the Senior Notes and the Parent Common Stock to fund the
Acquisition Financing Requirements and will purchase all of the remaining
outstanding shares of capital stock of NACG and substantially all of the assets
of NAEL, all pursuant to the Acquisition Agreement and (ii) immediately upon the
consummation of the Acquisition, Acquisition Co. will be amalgamated with NACG
pursuant to the Amalgamation, with Amalco being the resulting corporation;

          WHEREAS, from and after the Closing Date, Lenders, at the request of
Company, have agreed to extend a Revolving Loan facility to Company, the
proceeds of which will be used to provide financing for working capital and
other general corporate purposes of Company and its Subsidiaries;

          WHEREAS, Company desires to secure all of the Obligations hereunder
and under the other Loan Documents by granting to Administrative Agent, on
behalf of Lenders, a Lien on all of its present and after acquired real and
personal property, including all of the capital stock of its Subsidiaries; and

          WHEREAS, all of the Subsidiaries of Company have agreed to guarantee
the Obligations hereunder and under the other Loan Documents and to secure their
guarantees by granting to Administrative Agent, on behalf of Lenders, a Lien on
all of their real and personal property, including a pledge of all of the
capital stock of their Subsidiaries, and Holdings has agreed to guarantee the
Obligations hereunder, with recourse limited to a pledge by Holdings of the
capital stock of Company;

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders, Syndication Agent,
Documentation Agent and Administrative Agent agree as follows:

Section 1. DEFINITIONS

     1.1 Certain Defined Terms.

          The following terms used in this Agreement shall have the following
meanings:

          "Acquisition" means the transactions contemplated by the Acquisition
Agreement.

          "Acquisition Agreement" means that certain Purchase Agreement among
Norama Ltd. and NAEL, as Sellers, Martin Gouin and Roger Gouin, as Principals,
and NACG Preferred Corp. and Acquisition Co, as Buyers, entered into as of
October 31, 2003.

          "Acquisition Co." means NACG Acquisition Inc., a Canadian corporation
as it exists prior to the Amalgamation.

                                                                               2



          "Acquisition Financing Requirements" means the aggregate of all
amounts necessary (i) to finance the purchase price payable in connection with
the Acquisition, and (ii) to pay Transaction Costs.

          "Administrative Agent" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 11.5A.

          "Advisory Services Agreement" means the letter Advisory Services
Agreement dated November 21, 2003 among the Permitted Holders, the Company,
Acquisition Co., Parent, Holdings and each of their present and future direct
and indirect wholly-owned subsidiaries;

          "Affiliate", as applied to any Person, means any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

          "After-Acquired Property" has the meaning assigned to that term in
subsection 5.5.

          "Agents" means Administrative Agent, Syndication Agent and
Documentation Agent.

          "Agreement" means this Credit Agreement, as it may be amended,
supplemented or otherwise modified from time to time.

          "Amalco" means North American Construction Group Inc., the Canadian
corporation resulting from the Amalgamation.

          "Amalgamation" means the amalgamation of Acquisition Co. and NACG in
accordance with the terms of the Articles of Amalgamation, with Amalco being the
corporation resulting therefrom.

          "Applicable Law" means any and all laws, regulations, ordinances, or
other legally binding rules, judgments, orders, decrees, permits, concessions,
grants, franchises or governmental restrictions issued or promulgated by a
Governmental Authority and applicable to the matter in question.

          "Approved Fund" means a Fund that is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an
entity that administers or manages a Lender.

          "Articles of Amalgamation" means the Articles of Amalgamation to be
filed immediately following the Acquisition in connection with the amalgamation
of Acquisition Co.

                                                                               3



and NACG, in the form delivered to Administrative Agent and Lenders prior to
their execution of this Agreement and as such articles may be amended from time
to time thereafter to the extent permitted under subsection 9.12.

          "Asset Sale" means the sale by Company or any of its Subsidiaries to
any Person other than Company or any of its wholly-owned Subsidiaries that is a
Subsidiary Guarantor of:

          (i) any of the Capital Stock of any of Company's Subsidiaries,

          (ii) all or substantially all of the assets of any division or line of
     business of Company or any of its Subsidiaries, or

          (iii) any other assets (whether tangible or intangible) of Company or
     any of its Subsidiaries other than:

               (a) inventory sold in the ordinary course of business,

               (b) sales, assignments, transfers or dispositions of accounts in
          the ordinary course of business for purposes of collection,

               (c) asset dispositions permitted by clauses (iii) (as to obsolete
          and worn out property only), (v), (vi) or (vii) of subsection 9.7, and

               (d) any such other assets to the extent that (I) the aggregate
          value of such assets sold in any single transaction or related series
          of transactions is equal to or less than Cdn. $5,000,000, (II) the
          aggregate value of such assets sold in any consecutive 12 month period
          is equal to or less than Cdn. $10,000,000, and (III) the aggregate
          value of such assets sold from the Closing Date to the date of
          determination is equal to or less than Cdn. $25,000,000, provided,
          however, that if Company has provided an Officer's Certificate as
          contemplated in subclause 2.4B(iii)(a)(2), and is otherwise in
          compliance with clauses 2.4B(iii)(a) and 9.7(iv), such sale of assets
          shall constitute an Asset Sale and shall not count against the amounts
          set forth in this clause (d), in each case to the extent of the Net
          Asset Sale Proceeds which are the subject of such Officer's
          Certificate.

          "Assignment Agreement" means an Assignment and Assumption Agreement in
substantially the form of Exhibit IX annexed hereto.

          "BA Discount Note" means a non-interest bearing promissory note of
Company, denominated in Cdn. Dollars, issued by Company to a Non-Acceptance
Lender as part of an issuance of Bankers' Acceptances, and substantially in the
form attached as Exhibit V or such other form as may be agreed to by the
Administrative Agent, Company and such Non-Acceptance Lender.

          "BA Discount Proceeds" means, in respect of any Bankers' Acceptance,
the amount obtained by multiplying (a) the aggregate face amount of such
Bankers' Acceptance by (b) the amount (rounded up or down to the fifth decimal
place with .000005 being rounded up)

                                                                               4



determined by dividing one by the sum of one plus the product of (i) the BA
Discount Rate, and (ii) a fraction, the numerator of which is the number of days
in the BA Interest Period of such Bankers' Acceptance and the denominator of
which is 365.

          "BA Discount Rate" means:

          (i) in relation to a Bankers' Acceptance accepted by a Schedule I
     Lender, the CDOR Rate;

          (ii) in relation to a Bankers' Acceptance accepted by a Schedule II
     Lender or Schedule III Lender, the lesser of:

               (a) the average Discount Rate applicable to such issue as quoted
          by the Schedule II Reference Lenders; and

               (b) the CDOR Rate plus 0.10% per annum;

          provided that if both such rates are equal, then the "BA Discount
          Rate" applicable thereto shall be the rate specified in (ii)(a) above;
          and

          (iii) in relation to a BA Equivalent Advance:

               (a) made by a Schedule I Lender, the CDOR Rate;

               (b) made by a Schedule II Lender or Schedule III Lender, the rate
          determined in accordance with subparagraph (ii) of this definition;
          and

               (c) made by any other Lender, the CDOR Rate plus 0.10% per annum.

          "BA Equivalent Advance" means, in relation to a borrowing of,
Conversion into or Rollover of Bankers' Acceptances, a Loan in Cdn. Dollars made
by a Non-Acceptance Lender as part of such Loan, as provided in Section 3.7.

          "BA Interest Period" means, with respect to each Bankers' Acceptance,
the period selected by Company hereunder and being of 1, 2, 3 or 6 months'
duration, subject to market availability (or, subject to the agreement of the
Lenders, a longer or shorter period) commencing on the date of borrowing,
Rollover or Conversion in respect thereof, provided that:

          (i) the last day of each BA Interest Period shall be also the first
     day of the next BA Interest Period in the case of a Rollover; and

          (ii) the last day of each BA Interest Period shall be a Business Day.

          "Bankers' Acceptance" means a non-interest bearing draft drawn by
Company in Cdn. Dollars, accepted by a Lender and issued for value pursuant to
this Agreement and includes a depository bill under the DBNA and a bill of
exchange under the Bills of Exchange Act (Canada).

                                                                               5



          "Bankruptcy Law" means (i) the Bankruptcy and Insolvency Act (Canada),
(ii) Title 11 of the United States Code entitled "Bankruptcy", and (iii) any
analogous laws relating to bankruptcy and insolvency, each as now and hereafter
in effect, or any successor statute.

          "Benefit Plan" means any employee benefit plan, including pensions,
maintained by Company or any of its Subsidiaries that is mandated or governed by
any Applicable Law.

          "Board of Directors" means, as to any Person, the board of directors
(or similar governing body) of such Person or any duly authorized committee
thereof. "Bonding Program" means one or more agreements with one or more bonding
companies under which bonding companies provide, for the account of Company
and/or its Subsidiaries, bid bonds, performance bonds, labour and material
payment bonds, maintenance bonds and other bonds used in the ordinary course of
business of Company and its Subsidiaries, as the same may be amended, modified
or replaced (including with another bonding company) from time to time.

          "Borrowing Base" means, as at any date of determination, an aggregate
amount equal to:

          (i) the lesser of (i) 55% of Consolidated PP&E, and (ii) Cdn.
     $90,000,000, plus

          (ii) 75% of the value of Eligible Accounts Receivable.

          "Borrowing Base Certificate" means a certificate substantially in the
form of Exhibit XVI annexed hereto delivered to Administrative Agent by Company
pursuant to subsection 6.1L or subsection 8.1(xiv), with appropriate
attachments.

          "Business Day" means any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of Alberta or Ontario, or is a day on
which banking institutions located in either such province are authorized or
required by Applicable Law or other governmental action to close.

          "Canadian Dollars", "Cdn. Dollars", "Cdn. $"and the sign "$" (unless
otherwise specified) mean the lawful money of Canada.

          "Capital Lease", as applied to any Person, means any lease of any
property (whether real or personal) by that Person as lessee that, in conformity
with GAAP, is accounted for as a capital lease on the balance sheet of that
Person.

          "Capital Stock" means the capital stock or other equity interests of a
Person.

          "Cash" means money, currency or a credit balance in a Deposit Account.

                                                                               6



          "Cash Equivalents" means, as at any date of determination,

          (i) marketable securities (a) issued or directly and unconditionally
     guaranteed as to interest and principal by the Government of Canada or the
     United States Government, or (b) issued by any agency of the Canada or
     United States, the obligations of which are guaranteed by the Government of
     Canada or backed by the full faith and credit of the United States,
     respectively, in each case maturing within one year after such date;

          (ii) marketable direct obligations issued by any province of Canada or
     state of the United States of America, or any political subdivision of
     either, or any public instrumentality thereof, in each case maturing within
     one year after such date and having, at the time of the acquisition
     thereof, the highest rating obtainable from either Standard & Poor's
     ("S&P") or Moody's Investors Service, Inc. ("Moody's");

          (iii) commercial paper maturing no more than one year from the date of
     creation thereof and having, at the time of the acquisition thereof, a
     rating of at least A-1 from S&P, at least P-1 from Moody's, or at least R-1
     high from Dominion Bond Rating Service Limited;

          (iv) deposits at or financial instruments issued by any Canadian
     chartered bank which has a long-term debt rating of at least A+ by S&P, A1
     by Moody's or A(high) by Dominion Bond Rating Service Limited;

          (v) certificates of deposit or bankers' acceptances maturing within
     one year after such date and issued or accepted by any Lender, or by any
     commercial bank organized under the laws of the United States of America or
     any state thereof or the District of Columbia, if such commercial bank (a)
     is at least "adequately capitalized" (as defined in the regulations of its
     primary federal banking regulator) and (b) has Tier 1 capital (as defined
     in such regulations) of not less than U.S.$100,000,000; and

          (vi) shares of any money market mutual fund that (a) has at least 95%
     of its assets invested continuously in the types of investments referred to
     in clauses (i) through (v) above, and (b) has net assets of not less than
     Cdn. $500,000,000.

          "CDOR Rate" means, on any date which Bankers' Acceptances are to be
issued pursuant hereto, the per annum rate of interest which is the rate
determined as being the arithmetic average of the annual yield rates applicable
to Cdn. Dollar bankers' acceptances having identical issue and comparable
maturity dates as the Bankers' Acceptances proposed to be issued by Company
displayed and identified as such on the display referred to as the "CDOR Page"
(or any display substituted therefor) of Reuters Monitor Money Rates Service as
at approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a
Business Day, then on the immediately preceding Business Day (as adjusted by
Administrative Agent in good faith after 10:00 a.m. (Toronto time) to reflect
any error in a posted rate or in the posted average annual rate), provided if
such a rate does not appear on such CDOR Page, then the CDOR Rate, on any day,
shall be the Discount Rate quoted by Administrative Agent determined as of

                                                                               7



10:00 a.m. (Toronto time) on such day which would be applicable in respect of an
issue of bankers' acceptances in a comparable amount and with comparable
maturity dates to the Bankers' Acceptances proposed to be issued by Company on
such day, or if such day is not a Business Day, then on the immediately
preceding Business Day.

          "Change in Control" means any of the following:

          (i) any Person or group (as such term is used in section 13(d) of the
     Exchange Act) of Persons (other than a Permitted Holder and any entity
     formed by a Permitted Holder solely for the purpose of owning Capital Stock
     of Holdings) shall become the beneficial owner, directly or indirectly
     (with beneficial ownership being as defined and calculated as set forth in
     Rules 13(d)-3 and 13(d)-5 under the Exchange Act), of shares representing
     more than 50% of the Capital Stock (measured by voting power rather than
     number of shares) that is at the time entitled to vote for the election of
     the Board of Directors of Holdings or the Company;

          (ii) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of the
     Company or Holdings (together with any new directors whose election by such
     Board of Directors or whose nomination for election by the shareholders of
     the Company or Holdings, as applicable, was approved by a vote of a
     majority of the directors then still in office who either were directors at
     the beginning of such period or whose election or nomination for election
     was previously so approved) cease for any reason (other than death) to
     constitute a majority of the Board of Directors then in office;

          (iii) the failure at any time of Holdings to legally and beneficially
     own and control 100% of the issued and outstanding shares of capital stock
     of Company or the failure at any time of Holdings to have the ability to
     elect all of the Governing Body of Company; and

          (iv) the occurrence of any "Change of Control" as defined in the
     Senior Note Indenture.

As used herein, the term "beneficially own" or "beneficial ownership" shall have
the meaning set forth in clause (i) above.

Notwithstanding anything to the contrary contained in this definition of "Change
in Control", the transactions occurring on the Closing Date and the prior
acquisitions by Parent of Holdings and by Holdings of Company, shall not give
rise to, or be deemed to result in, a "Change in Control" for all purposes
hereunder.

          "Class", as applied to Lenders, means each of the following two
classes of Lenders: (i) Lenders having Revolving Loan Exposure, and (ii) Lenders
having Term Loan Exposure.

                                                                               8



          "Clearing House" shall have the meaning ascribed thereto in the DBNA,
including for certainty The Canadian Depository For Securities Limited or its
nominee, CDS & Co.

          "Closing Date" means the date on which the initial Loans are made.

          "Closing Date Mortgaged Property" has the meaning set forth in
subsection 6.1K.

          "Closing Date Mortgages" has the meaning set forth in subsection 6.1K.

          "Collateral" means, collectively, all of the real and personal
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations.

          "Collateral Account" means an interest-bearing bank account in the
name of Administrative Agent, with all amounts on deposit therein being the
subject of a First Priority Lien in favour of the Administrative Agent pursuant
to the Debenture of the Company.

          "Collateral Documents" means the Mortgages, the Deposit Instruments,
the Holdings Pledge Agreement, the Company Pledge Agreement, the Subsidiary
Pledge Agreements, and all other instruments or documents delivered by any Loan
Party pursuant to this Agreement or any of the other Loan Documents in order to
grant to Administrative Agent, on behalf of Lenders and Swap Lenders, a Lien on
any real or personal property of that Loan Party as security for the Obligations
and the Secured Swap Obligations.

          "Commitments" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A, accept Bankers' Acceptances pursuant to subsection
3.1A and issue (or participate in) Letters of Credit pursuant to subsection 4.1.

          "Company" has the meaning assigned to that term in recitals to this
Agreement.

          "Company Pledge Agreement" means the Securities Pledge Agreement
executed and delivered by Company on or after the Closing Date, substantially in
the form of Exhibit XV annexed hereto, as such Company Pledge Agreement may
thereafter be amended, supplemented or otherwise modified from time to time in
accordance herewith, including by the further pledge of Capital Stock from time
to time in accordance herewith.

          "Compliance Certificate" means a certificate substantially in the form
of Exhibit VII annexed hereto.

          "Confidential Information Memorandum" means the Confidential
Information Memorandum dated October, 2003 prepared by BNP Paribas and RBC
Capital Markets relating to the credit facilities evidenced by this Agreement.

          "Consolidated Capital Expenditures" means, for any period, the sum of
the aggregate of all expenditures (whether paid in cash or other consideration
or accrued as a

                                                                               9



liability and including that portion of Capital Leases which is capitalized in
such period on the consolidated balance sheet of Company and its Subsidiaries)
by Company and its Subsidiaries during that period that, in conformity with
GAAP, are included in "additions to property, plant or equipment" or comparable
items reflected in the consolidated statement of cash flows of Company and its
Subsidiaries. For purposes of this definition, the purchase price of equipment
that is purchased (a) simultaneously with the trade-in of existing equipment, or
(b) with insurance proceeds, shall be included in Consolidated Capital
Expenditures only to the extent of the gross amount of such purchase price less
the credit granted by the seller of such equipment for the equipment being
traded in at such time or the amount of such proceeds, as the case may be.

          "Consolidated Cash Interest Expense" means, for any period,
Consolidated Interest Expense for such period, excluding any interest expense
not payable in Cash (such as non-cash amortization and write-off of discount and
debt issuance costs).

          "Consolidated Current Assets" means, as at any date of determination,
the total assets of Company and its Subsidiaries on a consolidated basis which
may properly be classified as current assets in conformity with GAAP, excluding
Cash and Cash Equivalents.

          "Consolidated Current Liabilities" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP, excluding the current portions of Funded Debt and Capital
Leases, and for certainty excluding other Indebtedness having a term to maturity
of one year or less, unless maturity is extendible at the sole option of the
Company or its Subsidiaries beyond one year.

          "Consolidated EBITDA" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on income, (iv)
except for purposes of Section 9.6B, total depreciation expense, (v) total
amortization expense, and (vi) other non-cash items (other than any such
non-cash item to the extent it represents an accrual of or reserve for cash
expenditures in any future period), but only, in the case of clauses (ii)-(vi),
to the extent deducted in the calculation of Consolidated Net Income, less other
non-cash items added in the calculation of Consolidated Net Income (other than
any such non-cash item to the extent it will result in the receipt of cash
payments in any future period), all of the foregoing as determined on a
consolidated basis for Company and its Subsidiaries in conformity with GAAP,
provided, that, for purposes of calculating the Consolidated Leverage Ratio, the
Consolidated Senior Leverage Ratio and compliance with subsection 9.6E,
Consolidated EBITDA: (w) for the Fiscal Quarter ended June 30, 2003, shall be
deemed to be Cdn.$18,669,000, (x) for the Fiscal Quarter ended September 30,
2003, shall be deemed to be Cdn.$22,039,000, (y) for the calendar month ending
October 31, 2003, shall be deemed to be Cdn.$3,800,000, and (z) for the calendar
month ending November 30, 2003, shall be deemed to be Cdn.$4,700,000.

          "Consolidated Excess Cash Flow" means, for any period, an amount (if
positive) equal to (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated EBITDA and (b) the Consolidated Working Capital
Adjustment minus (ii) the sum,

                                                                              10



without duplication, of the amounts for such period of (A) voluntary and
scheduled repayments of Consolidated Total Debt (excluding repayments of
Revolving Loans except to the extent the Revolving Loan Commitments are
permanently reduced in connection with such repayments), (B) Consolidated
Capital Expenditures (net of any proceeds of any related financings with respect
to such expenditures other than Revolving Loans), (C) Consolidated Cash Interest
Expense, and (D) current taxes based on income of Company and its Subsidiaries
and paid in cash with respect to such period.

          "Consolidated Fixed Charges" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Cash Interest
Expense, (ii) scheduled principal payments in respect of Consolidated Total
Debt, (iii) current taxes based on income of Company and its Subsidiaries and
paid in cash with respect to such period, (iv) Restricted Junior Payments and
(v) the aggregate amount of all rents paid or payable during that period under
all Capital Leases to which Company or any of its Subsidiaries is a party (for
certainty, excluding the interest portion to the extent included by (i) above),
all of the foregoing as determined on a consolidated basis for Company and its
Subsidiaries in conformity with GAAP.

          "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, net costs under Interest Rate Agreements and amounts referred to in
subsection 2.3 payable to Administrative Agent and Lenders that are considered
interest expense in accordance with GAAP, but excluding any such amounts
referred to in subsection 2.3 payable on or before the Closing Date.

          "Consolidated Leverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio of (a) Consolidated Total Debt as at such day to (b)
Consolidated EBITDA for the consecutive four Fiscal Quarters ending on such day.

          "Consolidated Net Income" means, for any period, the net income (or
loss) of Company and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP, provided
that there shall be excluded:

          (i) the income (or loss) of any Person (other than a Subsidiary of
     Company) in which any other Person (other than Company or any of its
     Subsidiaries) has a joint interest, except in the case of income to the
     extent of the amount of dividends or other distributions actually paid to
     Company or any of its Subsidiaries by such Person during such period,

          (ii) the income (or loss) of any Person accrued prior to the date it
     becomes a Subsidiary of Company or is merged into or consolidated with
     Company or any of its Subsidiaries or that Person's assets are acquired by
     Company or any of its Subsidiaries,

                                                                              11



          (iii) the income of any Subsidiary of Company that is not a Subsidiary
     Guarantor to the extent that the declaration or payment of dividends or
     similar distributions by that Subsidiary of that income is not at the time
     permitted by operation of the terms of its Organizational Documents or any
     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to that Subsidiary,

          (iv) any after-tax gains or losses attributable to asset sales or
     returned surplus assets of any pension plan,

          (v) to the extent not included in clauses (i) through (iv) above, any
     net extraordinary gains or net non-cash extraordinary losses, and

          (vi) the impact of currency translation gains and losses and
     mark-to-market gains and losses on any Hedge Agreement.

          "Consolidated PP&E" means, as at any date of determination, the assets
(net of depreciation) of Company and its Subsidiaries on a consolidated basis
which may properly be classified as property, plant and equipment in conformity
with GAAP, excluding any assets subject to a Lien in favour of any Person other
than Administrative Agent for the benefit of the Lenders that ranks pari passu
with or ahead of the Liens created by the Collateral Documents, to the extent of
the lesser of the fair market value of such asset and the amount secured by such
Lien.

          "Consolidated Senior Leverage Ratio" means, as of the last day of any
Fiscal Quarter the ratio of (a) Consolidated Total Senior Debt as at such day to
(b) Consolidated EBITDA for the consecutive four Fiscal Quarters ending on such
day.

          "Consolidated Total Debt" means, as at any date of determination, the
sum of:

          (i) the aggregate stated balance sheet amount of all Indebtedness of
     Company and its Subsidiaries, determined on a consolidated basis in
     accordance with GAAP (with the amount of any such Indebtedness incurred in
     any currency other than Canadian Dollars, to the extent of the principal
     amount hedged pursuant to a Currency Agreement, determined by reference to
     the exchange rate between such currency and Canadian Dollars set forth in
     such Currency Agreement as the basis for determining the respective parties
     obligations thereunder), and

          (ii) without duplication, the Letter of Credit Usage and reimbursement
     obligations in respect of other letters of credit, surety bonds or similar
     instruments in excess of the lesser of (a) Cdn.$30,000,000 and (b) the
     maximum aggregate amount of Letters of Credit that are permitted to be
     outstanding hereunder at the time of determination.

          "Consolidated Total Senior Debt" means the principal amount of the
Obligations (including the face amount of Bankers' Acceptances and issued
Letters of Credit in excess of the lesser of (a) Cdn.$30,000,000 and (b) the
maximum aggregate amount of Letters of

                                                                              12



Credit that are permitted to be outstanding hereunder at the time of
determination), and any other Indebtedness of Company or any of its Subsidiaries
that is secured by any Lien.

          "Consolidated Working Capital" means, as at any date of determination,
the excess (or deficit) of Consolidated Current Assets over Consolidated Current
Liabilities.

          "Consolidated Working Capital Adjustment" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

          "Contingent Obligation", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person (but without
duplication):

          (i) with respect to any Indebtedness, lease, dividend or other
     obligation of another if the primary purpose or intent thereof by the
     Person incurring the Contingent Obligation is to provide assurance to the
     obligee of such obligation of another that such obligation of another will
     be paid or discharged, or that any agreements relating thereto will be
     complied with, or that the holders of such obligation will be protected (in
     whole or in part) against loss in respect thereof,

          (ii) with respect to any letter of credit issued for the account of
     that Person or as to which that Person is otherwise liable for
     reimbursement of drawings, or

          (iii) under Hedge Agreements.

Contingent Obligations shall include (a) the direct or indirect guarantee,
endorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another, (b) the obligation to make take-or-pay or
similar payments if required regardless of non-performance by any other party or
parties to an agreement, and (c) any liability of such Person for the obligation
of another through any agreement (contingent or otherwise) (1) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(2) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is
as described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

          "Contractual Obligation", as applied to any Person, means any
provision of any contract, undertaking, agreement, indenture, mortgage, deed of
trust or other instrument to which that Person is a party or by which it or any
of its properties is bound or to which it or any of its properties is subject,
or any provision of any Securities issued by that Person.

                                                                              13



          "Conversion" means the conversion or deemed conversion of a Loan to
another type of Loan in accordance with Section 2.2C and in the case of Bankers'
Acceptances, Section 3, in each case, or otherwise as occurs automatically
hereunder, but in any case under the same credit facility under which the
original Loan was made.

          "Currency Agreement" means any foreign exchange contract, or any,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement, in each case to which Company or any of
its Subsidiaries is a party.

          "DBNA" means the Depository Bills and Notes Act (Canada).

          "Debenture" means a Fixed and Floating Charge Debenture executed and
delivered by the Company and each Subsidiary Guarantor, substantially in the
form of Exhibit XIII annexed hereto, as such Debenture may thereafter be
amended, supplemented or otherwise modified from time to time.

          "Deposit Account" means a demand, time, savings, passbook or similar
account maintained with a Person engaged in the business of banking, including a
savings bank, savings and loan association, credit union or trust company.

          "Deposit Instrument" means a deposit agreement in respect of each
Debenture executed and delivered by the Company and each Subsidiary Guarantor,
substantially in the form of Exhibit XVII annexed hereto, as such Deposit
Instrument may thereafter be amended, supplemented or otherwise modified from
time to time.

          "Discount Rate" means, with respect to the issuance of a bankers'
acceptance in the Canadian bankers' acceptance market, the rate of interest per
annum, calculated on the basis of a year of 365 days (rounded upwards, if
necessary, to the nearest whole multiple of 1/100th of one percent) which is
equal to the discount exacted by a purchaser taking initial delivery of such
bankers' acceptance, calculated as a rate per annum and as if the issuer thereof
received the discount proceeds in respect of such bankers' acceptance on its
date of issuance and had repaid the respective face amount of such bankers'
acceptance on the maturity date thereof.

          "Domestic Subsidiary" means any Subsidiary of Company that is
incorporated or organized under the laws of Canada or any province of territory
thereof.

          "Eligible Accounts Receivable" means, with respect to Company and its
Subsidiaries, the accounts receivable of Company and its Subsidiaries acceptable
to Administrative Agent, acting reasonably, for inclusion in the calculation of
the Borrowing Base. In determining the amount to be so included, the face amount
of such accounts receivable shall be reduced by the amount of all returns,
discounts, deductions, claims, credits, charges, or other allowances. Unless
otherwise approved in writing by Administrative Agent, an account receivable
shall not be an Eligible Account Receivable if:

          (i) it arises out of a sale made by such Loan Party to an Affiliate of
     such Loan Party or any other Loan Party;

                                                                              14



          (ii) its payment terms are longer than 60 days from date of invoice,

          (iii) it is unpaid more than 120 days from date of invoice;

          (iv) it is from the same account debtor or its Affiliate and 25% or
     more of all accounts receivable from that account debtor (and its
     Affiliates) are ineligible under (iii) above;

          (v) the account debtor for such account receivable is a creditor of
     Company or any Subsidiary of Company and has asserted in writing a right of
     setoff against Company or any Subsidiary of Company, or has disputed its
     liability or otherwise has made any claim with respect to such account
     receivable or any other account receivable which has not been resolved, in
     each case to the extent of the amount of such asserted right of setoff, or
     the amount of such dispute or claim, as the case may be;

          (vi) the account debtor has filed a petition or commenced a voluntary
     case under any applicable Bankruptcy Laws, as now constituted or hereafter
     amended, or any similar law in any other jurisdiction or made an assignment
     for the benefit of creditors, or if a decree or order for relief has been
     entered by a court having jurisdiction over the account debtor in an
     involuntary case under such Bankruptcy Laws, or if any other petition or
     other application for relief under such Bankruptcy Laws has been filed by
     or against the account debtor, or if the account debtor has failed,
     suspended business, declared itself to be insolvent, is unable to pay its
     debts as they become due (or has admitted same in writing) or has consented
     to or suffered a receiver, receiver-manager, trustee, liquidator or
     custodian to be appointed for it or any portion of its assets or affairs;

          (vii) such account receivable is not payable in Canadian Dollars or
     U.S. Dollars or the account debtor for such account receivable is located
     outside the United States or Canada, unless such account receivable is
     supported by an irrevocable letter of credit or accounts receivable
     insurance satisfactory to Administrative Agent (as to form, substance and
     issuer) and assigned to and directly drawable by Administrative Agent, or
     is otherwise supported on terms acceptable to Administrative Agent in its
     sole discretion;

          (viii) the sale to the account debtor is on a bill-and-hold,
     guaranteed sale, sale-and-return, sale on approval or consignment basis or
     made pursuant to any other written agreement providing for repurchase or
     return;

          (ix) Administrative Agent determines by its own credit analysis that
     collection of such account receivable is reasonably uncertain or that such
     account receivable will likely not be paid (provided that for certainty,
     Administrative Agent shall have no obligation to do so);

          (x) the account debtor is a Canadian federal, provincial, municipal or
     local government, governmental or public department, central bank, court,
     commission, board, bureau, agency or instrumentality, unless such account
     receivable has been assigned to Administrative Agent on behalf of the
     Lenders in accordance with all Applicable Laws;

                                                                              15



          (xi) the goods giving rise to such account receivable have not been
     shipped and delivered to and accepted by the account debtor, the services
     giving rise to such account receivable have not been performed;

          (xii) such account receivable does not comply with all requirements of
     Applicable Law such that its enforceability is not assured;

          (xiii) such account receivable is subject to any adverse security
     deposit, progress payment or other similar advance made by or for the
     benefit of the applicable account debtor; or

          (xiv) such account receivable is not subject to a valid and perfected
     First Priority Lien in favor of Administrative Agent or does not otherwise
     conform to the representations and warranties contained in the Loan
     Documents.

          "Eligible Assignee" means:

          (i) any Lender, any Affiliate of any Lender and any Approved Fund of
     any Lender; and

          (ii) (a) a commercial bank, insurance company or other financial
     institution organized under the laws of the United States or any state
     thereof, or under the laws of Canada; (b) a savings and loan association or
     savings bank organized under the laws of the United States or any state
     thereof; (c) a treasury branch or other financial institution carrying on
     substantially the same business as a bank and organized under the laws of a
     Province of Canada, or (d) a commercial bank organized under the laws of
     any other country or a political subdivision thereof,

provided that, in any case, unless an Eligible Assignee has become an assignee
of Loans at a time when an Event of Default has occurred and is continuing,
Company shall have no obligation under Section 2.6A to gross-up for Taxes
withheld or paid solely because such Eligible Assignee is a non-resident of
Canada within the meaning of the Income Tax Act unless Company otherwise agrees
in writing to do so.

          "Environmental Claim" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, designation, finding,
abatement order or other order or directive (conditional or otherwise), by any
Governmental Authority or any other Person, arising (i) pursuant to or in
connection with any actual or alleged violation of any Environmental Law, (ii)
in connection with any Hazardous Materials or any actual or alleged Hazardous
Materials Activity, or (iii) in connection with any actual or alleged damage,
injury, threat or harm to health, safety, natural resources or the environment.

          "Environmental Laws" means any common law relating to environmental
matters and all current or future statutes, ordinances, orders, rules,
regulations, by-laws, judgments, Governmental Authorizations, or any other
binding requirements of any Governmental Authority relating to (i) environmental
matters, including those relating to any

                                                                              16



Hazardous Materials Activity, (ii) the generation, use, storage, transportation,
recycling or disposal of Hazardous Materials, or (iii) occupational safety and
health, industrial hygiene, land use or the protection of the environment,
natural resources or human, plant or animal health, safety or welfare, in any
manner applicable to Company or any of its Subsidiaries or any Facility.

          "Event of Default" means each of the events set forth in Section 10.

          "Exchange Act" means the United States Securities Exchange Act of
1934, as amended from time to time, and any successor statute.

          "Exchange Shares" has the meaning assigned to that term in the
recitals to this Agreement.

          "Facilities" means any and all real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Company or any of its Subsidiaries or any of
their respective predecessors or Affiliates.

          "Finance Co." means NACG Finance LLC, a Delaware limited liability
company.

          "Financial Plan" has the meaning assigned to that term in subsection
8.1(ix).

          "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on, or adverse claim
against, such Collateral, other than (for all purposes herein except the
definition of "Eligible Accounts Receivable") Liens created by the Company and
its Subsidiaries as permitted by subsection 9.2A, and (ii) such Lien is the only
Lien (other than Liens permitted pursuant to subsection 9.2A) to which such
Collateral is subject.

          "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

          "Fiscal Year" means the fiscal year of Company and its Subsidiaries
ending on March 31 of each calendar year. For purposes of this Agreement, any
particular Fiscal Year may be designated by reference to the calendar year in
which such Fiscal Year ends.

          "Fronting Bank" means, in respect of the issuance of Letters of
Credit, BNP Paribas (Canada) and any successor Fronting Bank appointed pursuant
to subsection 11.5C.

          "Fund" means any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

          "Funded Debt", as applied to any Person, means all Indebtedness of
that Person (including any current portions thereof) which by its terms or by
the terms of any instrument or agreement relating thereto matures more than one
year from, or is directly renewable or extendable at the option of that Person
to a date more than one year from (including an option of

                                                                              17



that Person under a revolving credit or similar agreement obligating the lender
or lenders to extend credit over a period of one year or more from), the date of
the creation thereof.

          "Funding and Payment Office" means:

          (i) in the case of the Agent (a) the office of RBC as Administrative
     Agent located at its Main Branch in Toronto, Ontario as advised by RBC to
     Company and Lenders in writing or (b) such other office of Administrative
     Agent and Swing Line Lender as may from time to time hereafter be
     designated as such in a written notice delivered by Administrative Agent to
     Company and each Lender, and

          (ii) in the case of the Swing Line Lender (a) the office of RBC as
     Swing Line Lender located at its Main Branch in Toronto, Ontario as advised
     by RBC to Company and Lenders in writing or (b) such other office of Swing
     Line Lender as may from time to time hereafter be designated as such in a
     written notice delivered by Swing Line Lender to Company and each Lender.

          "Funding Date" means the date of the funding of a Loan, or the
issuance of any Letter of Credit.

          "GAAP" has the meaning assigned to that term in subsection 1.2.

          "Governing Body" means the board of directors or other body having the
power to direct or cause the direction of the management and policies of a
Person that is a corporation, partnership, trust or limited liability company.

          "Governmental Authority" means:

          (i) any government, parliament or legislature, any municipal council
     or authority, or any government regulatory or administrative authority,
     agency, commission or board and any other statute, rule, regulation or
     bylaw making entity in each case having jurisdiction in the relevant
     circumstances;

          (ii) any Person acting under the authority of any of the foregoing or
     under a statute, rule, regulation or bylaw thereof; and

          (iii) any judicial, administrative or arbitral court, authority,
     tribunal or commission having jurisdiction in the relevant circumstances.

          "Governmental Authorization" means any approval, certificate,
franchise, permit, license, registration, authorization, plan, directive,
consent, order or consent decree of or from, or notice to, any Governmental
Authority.

          "Guarantees" means the Holdings Guarantee and the Subsidiary
Guarantee.

          "Hazardous Materials" means (i) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",
"hazardous wastes",

                                                                              18



"hazardous materials", "hazardous recyclables", "extremely hazardous waste",
"acutely hazardous waste", "radioactive waste", "biohazardous waste",
"pollutant", "toxic pollutant", "contaminant", "restricted hazardous waste",
"infectious waste", "toxic substances", or any other term or expression intended
to define, list or classify substances by reason of properties harmful to the
environment, natural resources, or human, plant or animal health safety or
welfare (including harmful properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity or words of similar
import under any applicable Environmental Laws); (ii) any oil, petroleum,
petroleum fraction or petroleum derived substance; (iii) any drilling fluids,
produced waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; (iv) any flammable
substances or explosives; (v) any radioactive materials; (vi) any
asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii)
electrical equipment which contains any oil or dielectric fluid containing
polychlorinated biphenyls; (ix) pesticides; and (x) any other chemical, material
or substance, exposure to which is prohibited, limited or regulated by any
Governmental Authority or which may or could pose a hazard to the environment,
natural resources or human, plant or animal health, safety or welfare or to the
health and safety of the owners, occupants or any Persons in the vicinity of any
Facility or to the indoor or outdoor environment.

          "Hazardous Materials Activity" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
whether intentional or unintentional, including the use, manufacture,
possession, storage, holding, presence, existence, location, Release, threatened
Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, recycling, disposal,
disposition or handling of any Hazardous Materials, and any corrective action or
response action with respect to any of the foregoing.

          "Hedge Agreement" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

          "Holdings" means NACG Preferred Corp., a Canadian corporation.

          "Holdings Certificate of Designations" means the provisions of
Holdings' Articles of Incorporation relating to the Holdings Preferred Stock, in
the form delivered to Administrative Agent and Lenders prior to their execution
of this Agreement and as such provisions may be amended from time to time
thereafter to the extent permitted under subsection 9.12.

          "Holdings Guarantee" means the limited recourse Holdings Guarantee
executed and delivered by Holdings on the Closing Date substantially in the form
of Exhibit XII annexed hereto, as such Holdings Guarantee may thereafter be
amended, supplemented or otherwise modified from time to time in accordance
herewith.

          "Holdings Pledge Agreement" means the Securities Pledge Agreement
executed and delivered by Holdings on the Closing Date, substantially in the
form of Exhibit XIV annexed

                                                                              19



hereto, as such Holdings Pledge Agreement may thereafter be amended,
supplemented or otherwise modified from time to time in accordance herewith.

          "Holdings Preferred Stock" means 35,000 shares of 8% Series A
Preferred Stock of Holdings with a liquidation preference of Cdn.$1000 per share
and with the other terms set forth in the Holdings Certificate of Designations
on the date hereof.

          "Income Tax Act" means the Income Tax Act (Canada), and the
regulations promulgated thereunder.

          "Indebtedness", as applied to any Person, means:

          (i) all indebtedness for borrowed money,

          (ii) that portion of obligations with respect to Capital Leases that
     is properly classified as a liability on a balance sheet in conformity with
     GAAP,

          (iii) notes payable and drafts accepted representing extensions of
     credit whether or not representing obligations for borrowed money,

          (iv) any obligation owed for all or any part of the deferred purchase
     price of property or services which purchase price is (a) due more than six
     months from the date of incurrence of the obligation in respect thereof or
     (b) evidenced by a note or similar written instrument,

          (v) Synthetic Lease Obligations, and

          (vi) all indebtedness secured by any Lien on any property or asset
     owned or held by that Person regardless of whether the indebtedness secured
     thereby shall have been assumed by that Person or is nonrecourse to the
     credit of that Person.

Obligations under Interest Rate Agreements and Currency Agreements constitute
(1) in the case of Hedge Agreements, Contingent Obligations, and (2) in all
other cases, Investments, and in neither case constitute Indebtedness.

          "Indemnified Liabilities" has the meaning assigned to that term in
subsection 12.3.

          "Indemnitee" has the meaning assigned to that term in subsection 12.3.

          "Intellectual Property" means all patents, trademarks, tradenames,
copyrights, technology, software, know-how and processes used in or necessary
for the conduct of the business of Company and its Subsidiaries.

          "Interest Payment Date" means with respect to any Prime Rate Loan, the
first Business Day of each month, commencing on the first such date to occur
after the Closing Date.

                                                                              20



          "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

          "Internal Revenue Code" means the United States Internal Revenue Code
of 1986, as amended to the date hereof and from time to time hereafter, and any
successor statute.

          "Investment" means:

          (i) any direct or indirect purchase or other acquisition by Company or
     any of its Subsidiaries of, or of a beneficial interest in, any Securities
     of any other Person (including any Subsidiary of Company),

          (ii) any direct or indirect redemption, retirement, purchase or other
     acquisition for value, by any Subsidiary of Company from any Person other
     than Company or any of its Subsidiaries, of any equity Securities of such
     Subsidiary,

          (iii) any direct or indirect loan, advance (other than advances to
     employees for moving, entertainment and travel expenses, drawing accounts
     and similar expenditures in the ordinary course of business) or capital
     contribution by Company or any of its Subsidiaries to any other Person,
     including all indebtedness and accounts receivable from that other Person
     that are not current assets or did not arise from sales or services to that
     other Person in the ordinary course of business, or

          (iv) Interest Rate Agreements or Currency Agreements not constituting
     Hedge Agreements.

The amount of any Investment shall be the original cost of such Investment plus
the cost of all additions thereto, without any adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment (other than adjustments for the repayment of, or the refund of
capital with respect to, the original principal amount of any such Investment).

          "IP Collateral" means, collectively, the Intellectual Property that
constitutes Collateral under the Debenture.

          "Issuing Lender", with respect to any Letter of Credit, means the
Revolving Lender that agrees or is otherwise obligated to issue such Letter of
Credit, determined as provided in subsection 4.1B(ii).

          "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form.

          "Lender" and "Lenders" means the Persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 12.1B, and the term "Lenders" shall
include Swing Line Lender unless the

                                                                              21



context otherwise requires, provided that the term "Lenders", when used in the
context of a particular Commitment, shall mean Lenders having that Commitment.

          "Lender Hedge Agreement" means a Hedge Agreement to which a Lender or
an Affiliate of a Lender is the counterparty.

          "Letter of Credit" or "Letters of Credit" means Canadian Dollar
standby letters of credit issued or to be issued by Issuing Lenders for the
account of Company pursuant to subsection 4.1, for the purpose of supporting:

          (i) Indebtedness of Company or any of its Subsidiaries in respect of
     industrial revenue or development bonds or financings,

          (ii) workers' compensation liabilities of Company or any of its
     Subsidiaries,

          (iii) the obligations of insurers of Company or any of its
     Subsidiaries,

          (iv) obligations with respect to Capital Leases or Operating Leases of
     Company or any of its Subsidiaries, and

          (v) performance, payment, deposit or surety obligations of Company or
     any of its Subsidiaries (including under the Bonding Program), in any case
     in the ordinary course of the Loan Parties' business.

          "Letter of Credit Usage" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed out of the proceeds of Revolving
Loans pursuant to subsection 4.3B or otherwise reimbursed by Company.

          "Lien" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

          "Loan" or "Loans" means one or more of the Term Loans or Revolving
Loans or any combination thereof, and for certainty includes extensions of
credit made by way of Bankers' Acceptances.

          "Loan Documents" means this Agreement, Bankers' Acceptances, BA
Discount Notes, Letters of Credit (and any applications for, or reimbursement
agreements or other documents executed by Company in favor of an Issuing Lender
relating to, the Letters of Credit), the Guarantees, and the Collateral
Documents.

                                                                              22



          "Loan Party" means each of Holdings, Company and any of Company's
Subsidiaries from time to time executing a Loan Document, and "Loan Parties"
means all such Persons, collectively.

          "Management Fees" means fees payable pursuant to the Advisory Services
Agreement.

          "Margin Stock" has the meaning assigned to that term in Regulation U
of the Board of Governors of the United States Federal Reserve System as in
effect from time to time.

          "Material Adverse Effect" means any of (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries taken as a whole, or
(ii) the impairment of the ability of the Loan Parties, taken as a whole, to
perform the Obligations in any material way, or (iii) the impairment of the
ability of Administrative Agent or Lenders to enforce the Obligations.

          "Material Contract" means any contract or other arrangement to which
Company or any of its Subsidiaries is a party (other than the Loan Documents)
for which breach, nonperformance, cancellation or failure to renew, as at the
date of determination, could reasonably be expected to have a Material Adverse
Effect.

          "Maximum Consolidated Capital Expenditures Amount" has the meaning
assigned to that term in subsection 9.8.

          "Mortgage" means:

          (i) each Debenture,

          (ii) any other security document (whether designated as a debenture, a
     deed of trust, a mortgage, a security agreement or any similar title)
     executed and delivered by any Loan Party in such form as may be approved by
     Administrative Agent in its sole discretion, in each case with such changes
     thereto as may be recommended by Administrative Agent's local counsel based
     on local laws or customary local mortgage or deed of trust practices, or

          (iii) at Administrative Agent's option, in the case of After-Acquired
     Property, an amendment or supplement to an existing Mortgage, in form
     satisfactory to Administrative Agent, adding such After-Acquired Property
     to any existing Mortgage in order to specifically describe it within the
     fixed charges thereof, in either case as such security instrument or
     amendment may be amended, supplemented or otherwise modified from time to
     time.

          "NACG" means North American Construction Group Inc., a Canadian
corporation, as it exists prior to the Amalgamation.

          "NAEL" means North American Equipment Ltd., an Alberta corporation.

                                                                              23



          "Net Asset Sale Proceeds", with respect to any Asset Sale, means Cash
payments (including any Cash received by way of deferred payment pursuant to, or
by monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale, net of any bona fide direct costs
(including professional fees and costs) incurred in connection with such Asset
Sale, including (i) income taxes reasonably estimated to be actually payable
within two years of the date of such Asset Sale as a result of any gain
recognized in connection with such Asset Sale and (ii) payment of the
outstanding principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof as
a result of such Asset Sale.

          "Net Insurance/Condemnation Proceeds" means any Cash payments or
proceeds received by Company or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Company or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
expropriation, condemnation or otherwise, or pursuant to a sale of any such
assets to a purchaser with such power under threat of such a taking, in each
case net of any actual and reasonable documented costs incurred by Company or
any of its Subsidiaries in connection with the adjustment or settlement of any
claims of Company or such Subsidiary in respect thereof.

          "Net Securities Proceeds" means the cash proceeds (net of underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses) from the (i) issuance
of Capital Stock of or incurrence of Indebtedness by Holdings, Company or any of
its Subsidiaries and (ii) capital contributions made by a holder of Capital
Stock of Holdings or Company.

          "Non-Acceptance Lender" means (i) a Lender which ceases to accept
Bankers' Acceptances in the ordinary course of its business or (ii) in respect
of Lenders which are not Canadian chartered banks or Schedule III Lenders, a
Lender who, by notice in writing to Administrative Agent and Company, elects
thereafter to make BA Equivalent Advances in lieu of accepting Bankers'
Acceptances.

          "Non-Consenting Lender" has the meaning assigned to that term in
subsection 2.8.

          "Notice of Borrowing" means a notice substantially in the form of
Exhibit I annexed hereto.

          "Notice of Conversion/Rollover" means a notice substantially in the
form of Exhibit II annexed hereto.

          "Obligations" means all obligations of every nature of each Loan Party
from time to time owed to Administrative Agent, Lenders or any of them under the
Loan Documents, whether for principal (including BA Equivalent Advances,
reimbursement of amounts paid under Bankers' Acceptances, and reimbursement of
drawings under Letters of Credit), interest, fees, expenses, indemnification or
otherwise.

                                                                              24



          "Officer" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as the foregoing.

          "Officer's Certificate", as applied to any Person that is a
corporation, partnership or, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

          "Old System Issuer" means a Lender, other than a Non-Acceptance
Lender, who elects not to accept Bankers' Acceptances as depository bills under
the DBNA.

          "Operating Lease", as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real or personal) that is not a Capital Lease other than any
such lease under which that Person is the lessor.

          "Organizational Documents" means the documents (including bylaws, if
applicable) pursuant to which a Person that is a corporation, partnership, trust
or limited liability company is organized.

          "Parent" means NACG Holdings Inc., a Canadian corporation.

          "Parent Common Stock" means the common stock of Parent.

          "Participant" means a purchaser of a participation in the rights and
obligations under this Agreement pursuant to subsection 12.1C.

          "Permitted Encumbrances" means the following types of Liens:

          (i) Liens for taxes, assessments or governmental charges or claims the
     payment of which is not, at the time, required by subsection 8.3;

          (ii) Liens imposed by law, such as statutory liens and deemed trusts,
     carriers' liens, builders' liens, warehousemen's liens, mechanics' liens,
     materialmen's liens and other liens, privileges or other charges of a
     similar nature in each case incurred in the ordinary course of business (a)
     for amounts not yet overdue or (b) for amounts that are overdue and that
     (in the case of any such amounts overdue for a period in excess of 10 days)
     are being contested in good faith by appropriate proceedings, so long as
     (1) such reserves or other appropriate provisions, if any, as shall be
     required by GAAP shall have been made for any such contested amounts, and
     (2) in the case of a Lien with respect to any portion of the Collateral,
     such contest proceedings conclusively operate to stay the sale of any
     portion of the Collateral on account of such Lien;

                                                                              25



          (iii) Liens constituted by the delivery of bonds issued under the
     Bonding Program, or letters of credit, in any case provided in the ordinary
     course of business to secure the performance of bids, trade contracts,
     leases, government contracts, statutory obligations, and other similar
     obligations (exclusive of obligations for the payment of borrowed money),
     in any case so long as no other Liens are provided except as permitted
     under subsection 9.2;

          (iv) Liens provided in connection with workers' compensation,
     unemployment insurance and other types of social security in the ordinary
     course of business, so long as no foreclosure, sale or similar proceedings
     have been commenced with respect thereto;

          (v) Liens constituted by the delivery of an appeal bond posted with a
     court in connection with litigation to which the Company or a Subsidiary is
     subject, so long as no other Liens are provided except as permitted under
     subsection 9.2;

          (vi) any attachment or judgment Lien not constituting an Event of
     Default under subsection 10.8;

          (vii) Liens reserved in or exercisable under any real property lease
     for rent or otherwise to effect compliance with the terms of such lease, in
     respect of which the rent or other obligations (a) are not yet overdue or
     (b) for amounts that are overdue and that (in the case of any such amounts
     overdue for a period in excess of 10 days) are being contested in good
     faith by appropriate proceedings, so long as (1) such reserves or other
     appropriate provisions, if any, as shall be required by GAAP shall have
     been made for any such contested amounts, and (2) in the case of a Lien
     with respect to any portion of the Collateral, such contest proceedings
     conclusively operate to stay the sale of any portion of the Collateral on
     account of such Lien;

          (viii) Liens in favour of a public utility or any municipality or
     governmental or other public authority when required by such utility,
     municipality or authority in connection with the operations of Company or
     Subsidiary, provided that all such Liens only secure (a) amounts not yet
     overdue or (b) amounts that are overdue and that (in the case of any such
     amounts overdue for a period in excess of 10 days) are being contested in
     good faith by appropriate proceedings, so long as (1) such reserves or
     other appropriate provisions, if any, as shall be required by GAAP shall
     have been made for any such contested amounts, and (2) in the case of a
     Lien with respect to any portion of the Collateral, such contest
     proceedings conclusively operate to stay the sale of any portion of the
     Collateral on account of such Lien;

          (ix) Liens granted pursuant to the Collateral Documents;

          (x) Liens in favour of the Company or a Subsidiary Guarantor on assets
     of any Subsidiary of the Company;

                                                                              26



          (xi) any interest or title of a lessor under any Capital Lease,
     provided that such Liens do not extend to any property or assets which are
     not leased property subject to such Capital Lease; and

          (xii) Liens incidental to current operations which have not at such
     time been filed pursuant to Applicable Law against the Company's or a
     Subsidiary Guarantor's assets, or which relate to obligations not due or
     delinquent.

          "Permitted Holders" means The Sterling Group, L.P., Genstar Capital,
L.P., Perry Strategic Capital Inc., Stephens Group, Inc., and their respective
Affiliates (in each case, other than portfolio companies thereof).

          "Permitted Joint Venture Investment" means a Joint Venture in which
Company or a Subsidiary Guarantor (a) owns at least 30% of the ownership
interests, and (b) has the right to receive a percentage of the profits or
distributions at least equal to the percentage of its ownership interest.

          "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subclauses thereof)
and agencies or other administrative or regulatory bodies thereof.

          "Pledge Agreement" means the Holdings Pledge Agreement, the Company
Pledge Agreement, Subsidiary Pledge Agreement, and any other share pledge
agreement in substantially similar form executed and delivered from time to time
under this Agreement.

          "Pledged Collateral" means, collectively, the "Pledged Collateral" as
defined in the Holdings Pledge Agreement, the Company Pledge Agreement, and the
Subsidiary Pledge Agreements.

          "Potential Event of Default" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

          "Prime Rate" means, for any day, the greater of:

          (i) the rate of interest per annum established from time to time by
     Administrative Agent as the reference rate of interest for the
     determination of interest rates that Administrative Agent will charge to
     commercial customers in Canada for Cdn. dollar demand loans in Canada; and

          (ii) the rate of interest per annum equal to the average annual yield
     rate for one month Cdn. dollar Bankers' Acceptances (expressed for such
     purpose as a yearly rate per annum ) which rate is shown on the display
     referred to as the "CDOR Page" (or any display substituted therefor) of
     Reuters Monitor Money Rates Service at 10:00 a.m.

                                                                              27



     (Toronto time) on such day or, if such day is not a Business Day, on the
     immediately preceding Business Day, plus 1.0% per annum.

          "Prime Rate Loans" means Loans in Canadian Dollars bearing interest at
rates determined by reference to the Prime Rate as provided in subsection 2.2A.

          "Proceedings" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

          "Pro Rata Share" means

          (i) with respect to all payments, computations and other matters
     relating to the Term Loan Commitment or the Term Loans of any Lender, the
     percentage obtained by dividing (x) the Term Loan Exposure of that Lender
     by (y) the aggregate Term Loan Exposure of all Lenders,

          (ii) with respect to all payments, computations and other matters
     relating to the Revolving Loan Commitment or the Revolving Loans of any
     Lender or any Letters of Credit issued or participations therein deemed
     purchased by any Lender or any assignments of any Swing Line Loans deemed
     purchased by any Lender, the percentage obtained by dividing (x) the
     Revolving Loan Exposure of that Lender by (y) the aggregate Revolving Loan
     Exposure of all Lenders, and

          (iii) for all other purposes with respect to each Lender, the
     percentage obtained by dividing (x) the sum of the Term Loan Exposure of
     that Lender plus the Revolving Loan Exposure of that Lender by (y) the sum
     of the aggregate Term Loan Exposure of all Lenders plus the aggregate
     Revolving Loan Exposure of all Lenders,

in any such case as the applicable percentage may be adjusted by assignments
permitted pursuant to subsection 12.1.

          The initial Pro Rata Share of each Lender for purposes of each of
clauses (i), (ii), and (iii) of the preceding sentence is set forth opposite the
name of that Lender in Schedule 2.1 annexed hereto.

          "RBC" has the meaning assigned to that term in the recitals to this
Agreement.

          "Refunded Swing Line Loans" has the meaning assigned to that term in
subsection 2.1A(iii)(d).

          "Register" has the meaning assigned to that term in subsection 2.1D.

          "Regulation D" means Regulation D of the Federal Reserve Board, as in
effect from time to time.

          "Reimbursement Date" has the meaning assigned to that term in
subsection 4.3B.

                                                                              28



          "Related Documents" means, collectively, the Acquisition Agreement,
the Advisory Services Agreement, the Articles of Amalgamation, the Holdings
Certificate of Designations and the Senior Note Indenture.

          "Release" means any intentional or unintentional release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of Hazardous Materials into
the indoor or outdoor environment (including the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Materials), including the movement of any Hazardous Materials through the air,
soil, surface water or groundwater.

          "Request for Issuance" means a request for the issuance of a Letter of
Credit substantially in the form of Exhibit III annexed hereto.

          "Requisite Class Lenders" means, at any time of determination (i) for
the Class of Lenders having Revolving Loan Exposure, Lenders having or holding
more than 66-2/3% of the aggregate Revolving Loan Exposure of all Lenders, and
(ii) for the Class of Lenders having Term Loan Exposure, Lenders having or
holding more than 66-2/3% of the aggregate Term Loan Exposure of all Lenders.

          "Requisite Lenders" means Lenders having or holding more than 50% of
the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders.

          "Restricted Junior Payment" means:

          (i) any dividend or other distribution, direct or indirect, on account
     of any shares of any class of stock of Company or its Subsidiaries now or
     hereafter outstanding, except a dividend payable solely in shares of that
     class of stock to the holders of that class,

          (ii) any redemption, retirement, sinking fund or similar payment,
     purchase or other acquisition for value, direct or indirect, of any shares
     of any class of stock of Company or its Subsidiaries now or hereafter
     outstanding,

          (iii) any payment made to retire, or to obtain the surrender of, any
     outstanding warrants, options or other rights to acquire shares of any
     class of stock of Company or its Subsidiaries now or hereafter outstanding,
     and

          (iv) any voluntary or optional payment or prepayment of principal of,
     premium, if any, or redemption, purchase, retirement, defeasance (including
     in-substance or legal defeasance), sinking fund or similar payment by the
     Company or its Subsidiaries unless it is with respect to (I) Indebtedness
     that is included in Consolidated Total Senior Debt, or (II) Indebtedness
     that is permitted by subclauses 9.1(ii), (iii), (v) and (vii),

                                                                              29



other than in any case those made to the Company or a Subsidiary Guarantor. For
certainty, neither (A) the issuance of any exchange notes containing
substantially identical terms (except that such exchange notes will not contain
terms with respect to transfer restrictions or the accrual of liquidated
damages) to the Senior Notes exchanged for such exchange notes, as contemplated
by the Senior Note Indenture, nor (B) the acquisition and/or retirement of such
Senior Notes in connection with any such exchange (and not involving any payment
in cash), shall constitute a Restricted Junior Payment.

          "Revolving Lender" means a Lender that has a Revolving Loan Exposure.

          "Revolving Loan Commitment" means the commitment of a Revolving Lender
to make Revolving Loans to Company pursuant to subsection 2.1A(ii), and in the
case of the Swing Line Lender, to make Swing Line Loans pursuant to subsection
2.1A(iii), and in the case of each other Revolving Lender, to purchase
assignments of Swing Line Loans pursuant to subsection 2.1A(iii), and "Revolving
Loan Commitments" means such commitments of all Revolving Lenders in the
aggregate.

          "Revolving Loan Commitment Termination Date" means November 26, 2008.

          "Revolving Loan Exposure", with respect to any Revolving Lender,
means, as of any date of determination:

          (i) prior to the termination of the Revolving Loan Commitments, that
     Lender's Revolving Loan Commitment, and

          (ii) after the termination of the Revolving Loan Commitments, the sum
     of:

               (a) the aggregate outstanding principal amount of the Revolving
          Loans of that Lender, including the aggregate face amount of all
          outstanding Bankers' Acceptances accepted by that Lender, and the
          aggregate face amount of all outstanding BA Equivalent Advances, in
          each case made by that Lender under the Revolving Loan Commitment,
          plus

               (b) in the event that Lender is an Issuing Lender, the aggregate
          Letter of Credit Usage in respect of all Letters of Credit issued by
          that Lender (in each case net of any participations purchased by other
          Lenders in such Letters of Credit or in any unreimbursed drawings
          thereunder), plus

               (c) the aggregate amount of all participations purchased by that
          Lender in any outstanding Letters of Credit or any unreimbursed
          drawings under any Letters of Credit, plus

               (d) in the case of Swing Line Lender, the aggregate outstanding
          principal amount of all Swing Line Loans (net of any assignments
          thereof purchased by other Revolving Lenders), plus

                                                                              30



               (e) the aggregate amount of all assignments purchased by that
          Lender in any outstanding Swing Line Loans.

          "Revolving Loans" means the Loans made by Revolving Lenders to Company
pursuant to subsection 2.1A(ii), by Swing Line Lender pursuant to subsection
2.1A(iii), and by Revolving Lenders in connection with Refunded Swing Line Loans
pursuant to subsection 2.1A(iii).

          "Rollover" means, with respect to Bankers' Acceptances, the issuance
of new Bankers' Acceptances or the making of new BA Equivalent Advances (subject
to the provisions hereof) in respect of all or any portion of Bankers'
Acceptances (or BA Equivalent Advances made in lieu thereof) maturing at the end
of the BA Interest Period applicable thereto, all in accordance with Section
2.2C and Section 3, in each case, under the same credit facility under which the
maturing Loan was made.

          "Schedule I Lender" means a Lender which is a Canadian chartered bank
listed on Schedule I to the Bank Act (Canada).

          "Schedule II Lender" means a Lender which is a Canadian chartered bank
listed on Schedule II to the Bank Act (Canada).

          "Schedule II Reference Lenders" means up to two Schedule II Lenders or
Schedule III Lenders which are designated as such by Administrative Agent and
Company from time to time (it being agreed that Administrative Agent and Company
may at any time terminate the designation of a Lender as a Schedule II Reference
Lender and designate another Schedule II Lender or Schedule III Lender as a
Schedule II Reference Lender in its place by delivery to the Lenders of a
written notification to such effect executed by Administrative Agent), provided
that if a Person ceases to be a Lender hereunder, then such Person shall
thereupon cease to be a Schedule II Reference Lender without further action.

          "Schedule III Lender" means a Lender which is an authorized foreign
bank listed on Schedule III to the Bank Act (Canada).

          "Secured Swap Obligations" means all indebtedness, obligations and
liabilities of Company or any Subsidiary Guarantor under any Hedge Agreements
entered into by Company or any Subsidiary Guarantor with any Lender or its
Affiliate at any time on or after the Closing Date (regardless of whether such
Lender ceases to be a Lender after such Lender Hedge Agreements are entered
into), but excluding, for certainty, any Lender Hedge Agreements entered into by
Company or any Subsidiary Guarantor with any Lender after such Lender's
Commitments have been fully cancelled in accordance with the terms hereof or
after such Lender has assigned all of its rights to the credit facilities
established hereby in accordance with subsection 12.1B.

          "Securities" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness,

                                                                              31



secured or unsecured, convertible, subordinated, certificated or uncertificated,
or otherwise, or in general any instruments commonly known as "securities" or
any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

          "Securities Act" means the United States Securities Act of 1933, as
amended from time to time, and any successor statute.

          "Sellers" means Norama, Ltd. an Alberta corporation, and NAEL.

          "Senior Note Indenture" means the indenture dated November 26, 2003
pursuant to which the Senior Notes are issued, as such indenture may be amended
from time to time to the extent permitted under subsection 9.12.

          "Senior Notes" means the U.S.$200,000,000 in aggregate principal
amount of Senior Notes due 2011 of Company issued pursuant to the Senior Note
Indenture, and any exchange notes containing substantially identical terms
issued as contemplated in the Senior Note Indenture (except that such exchange
notes will not contain terms with respect to transfer restrictions or the
accrual of liquidated damages).

          "Solvent", with respect to any Person, means that as of the date of
determination both:

          (i) (a) the then fair saleable value of the property of such Person is
     (1) greater than the total amount of liabilities (including contingent
     liabilities) of such Person and (2) not less than the amount that will be
     required to pay the probable liabilities on such Person's then existing
     debts as they become absolute and due considering all financing
     alternatives and potential asset sales reasonably available to such Person,
     (b) such Person's capital is not unreasonably small in relation to its
     business or any contemplated or undertaken transaction, and (c) such Person
     does not intend to incur, or believe (nor should it reasonably believe)
     that it will incur, debts beyond its ability to pay such debts as they
     become due; and

          (ii) such Person is "solvent" within the meaning given that term and
     similar terms under Applicable Laws (if any) relating to fraudulent
     transfers and conveyances.

For purposes of this definition, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

          "Sterling" means The Sterling Group, L.P., a Texas limited
partnership.

          "Subject Lender" has the meaning assigned to that term in subsection
2.8.

          "Subsidiary", with respect to any Person, means any corporation,
partnership, trust, limited liability company, association, Joint Venture or
other business entity of which more than 50% of the total voting power of shares
of stock or other ownership interests entitled

                                                                              32



(without regard to the occurrence of any contingency) to vote in the election of
the members of the Governing Body is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof. Unless the context indicates otherwise,
"Subsidiary" means a Subsidiary of Company.

          "Subsidiary Guarantee" means the Subsidiary Guarantee executed and
delivered by Subsidiaries of Company on the Closing Date and to be joined by
additional Subsidiaries of Company from time to time thereafter in accordance
with subsection 8.9, substantially in the form of Exhibit XI annexed hereto, as
such Subsidiary Guarantee may hereafter be amended, supplemented or otherwise
modified from time to time.

          "Subsidiary Guarantor" means Acquisition Co., NACG (and upon the
Amalgamation, Amalco), Finance Co., North American Construction Ltd., North
American Caisson Ltd., North American Engineering Inc., North American
Enterprises Ltd., North American Industries Inc., North American Maintenance
Ltd., North American Mining Inc., North American Pipeline Inc., North American
Road Inc., North American Services Inc., North American Site Services Inc.,
Griffiths Pile Driving Inc., North American Site Development Ltd., and any other
Subsidiary of Company that executes and delivers a counterpart of, or joinder
agreement in respect of, the Subsidiary Guarantee on the Closing Date or from
time to time thereafter pursuant to subsection 8.9.

          "Subsidiary Pledge Agreements" means the Securities Pledge Agreements
executed and delivered by any Subsidiary Guarantor on or after the Closing Date,
substantially in the form of Exhibit XVI annexed hereto, as such Subsidiary
Pledge Agreements may thereafter be amended, supplemented or otherwise modified
from time to time in accordance herewith.

          "Supplemental Collateral Agent" has the meaning assigned to that term
in subsection 11.1B.

          "Swap Lender" means any Lender or its Affiliate that enters into a
Lender Hedge Agreement at any time on or after the Closing Date (regardless of
whether such Swap Lender ceases to be a Lender after such Lender Hedge Agreement
is entered into), but excluding, for certainty, any Lender Hedge Agreement
entered into by a Lender or its Affiliate after its Commitments have been fully
cancelled in accordance with the terms hereof or after it has assigned all of
its rights under the credit facilities established hereby in accordance with
subsection 12.1B.

          "Swing Line Account" has the meaning assigned to that term in
subclause 2.1A(iii)(b).

          "Swing Line Lender" means RBC, or any Person serving as a successor
Administrative Agent hereunder, in its capacity as Swing Line Lender hereunder.

          "Swing Line Loan Subcommitment" means the commitment of Swing Line
Lender to make Swing Line Loans to Company pursuant to subsection 2.1A(iii).

                                                                              33



          "Swing Line Loans" means the Prime Rate Loans made by Swing Line
Lender to Company pursuant to subsection 2.1A(iii).

          "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness for
borrowed money or Capital Leases of such Person (without regard to accounting
treatment).

          "Taxes" means all taxes, levies, imposts, stamp taxes, duties, fees,
deductions, withholdings, charges, compulsory loans or restrictions or
conditions resulting in a charge which are imposed, levied, collected, withheld
or assessed by any country or political subdivision or taxing authority thereof
now or at any time in the future, together with interest thereon and penalties,
charges or other amounts with respect thereto, if any, and "Tax" and "Taxation"
shall be construed accordingly.

          "Term Loan Commitment" means the commitment of a Lender to make a Term
Loan to Company pursuant to subsection 2.1A(i), and "Term Loan Commitments"
means such commitments of all Lenders in the aggregate.

          "Term Loan Exposure", with respect to any Lender, means, as of any
date of determination:

          (i) prior to the funding of the Term Loans, that Lender's Term Loan
     Commitment, and

          (ii) after the funding of the Term Loans, the aggregate outstanding
     principal amount of the Term Loans of that Lender, including the aggregate
     face amount of all outstanding Bankers' Acceptances accepted by that
     Lender, and the aggregate face amount of all outstanding BA Equivalent
     Advances, in each case made by that Lender under the Term Loan Commitment.

          "Term Loans" means the Loans made by Lenders to Company pursuant to
subsection 2.1A(i), whether by way of Prime Rate Loans or Bankers' Acceptances.

          "Total Utilization of Revolving Loan Commitments" means, as at any
date of determination, the aggregate principal amount of all outstanding
Revolving Loans including, for certainty, the face amount of all outstanding
Bankers' Acceptances and BA Discount Notes made under the Revolving Loan
Commitment, and the Letter of Credit Usage.

          "Transaction Costs" means the fees, costs and expenses payable by
Holdings, Company or Acquisition Co. on or before the Closing Date in connection
with the transactions contemplated by the Loan Documents and the Related
Documents.

                                                                              34



          "U.S. Dollars" and the sign "U.S.$" mean the lawful money of the
United States of America.

     1.2  Accounting Terms; Utilization of GAAP for Purposes of Calculations
          Under Agreement.

     A. GAAP. Wherever in this Agreement reference is made to "generally
accepted accounting principles" or "GAAP", such reference shall be deemed to be
to the recommendations at the relevant time of the Canadian Institute of
Chartered Accountants, or any successor institute, applicable on a consolidated
basis (unless otherwise specifically provided or contemplated herein to be
applicable on an unconsolidated basis) as at the date on which such calculation
is made or required to be made in accordance with such principles. Where the
character or amount of any asset or liability or item of revenue or expense or
amount of equity is required to be determined, or any consolidation or other
accounting computation is required to be made for the purpose of this Agreement
or any other Loan Document, such determination or calculation shall, to the
extent applicable and except as otherwise specified herein or as otherwise
agreed in writing by the parties, be made in accordance with generally accepted
accounting principles applied on a consistent basis.

     B. Consequential. Except as otherwise expressly provided in this Agreement,
all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP. Financial statements and other
information required to be delivered by Company to Administrative Agent pursuant
to clauses 8.1(ii), 8.1(iii) and 8.1(ix) shall be prepared in accordance with
GAAP as in effect at the time of such preparation (and delivered together with
the reconciliation statements provided for in subsection 8.1(v)). Calculations
in connection with the definitions, covenants and other provisions of this
Agreement shall utilize GAAP as in effect on the date of determination, applied
in a manner consistent with that used in preparing the financial statements
referred to in subsection 7.3. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and Company, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent, Lenders and Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of Requisite Lenders),
provided that, until so amended, such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and Company shall
provide to Administrative Agent reconciliation statements provided for in
subsection 8.1(v).

     1.3  Other Definitional Provisions and Rules of Construction.

     A. Plural. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

     B. Section References. References to "Sections" and "subsections" shall be
to Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Section and subsection headings in this Agreement are
included herein for convenience of

                                                                              35



reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.

     C. Including. The use in any of the Loan Documents of the word "include" or
"including", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

Section 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

     2.1  Commitments; Making of Loans; the Register.

     A. Commitments. Subject to the terms and conditions of this Agreement and
in reliance upon the representations and warranties of Company herein and in the
other Loan Documents set forth, (A) each Lender having a Term Loan Commitment
hereby severally agrees to make the Loans as described in subsections 2.1A(i),
(B) each Lender having a Revolving Loan Commitment hereby severally agrees to
make the Loans as described in subsection 2.1A(ii), (C) Swing Line Lender hereby
agrees to make the Swing Line Loans as described in subsection 2.1A(iii), and
(D) each Lender having a Revolving Loan Commitment hereby severally agrees to
make the Refunded Swing Line Loans as described in subsection 2.1A(iii)(d).

          (i) Term Loans. Each Lender that has a Term Loan Commitment severally
     agrees to lend to Company on the Closing Date an amount not exceeding its
     Pro Rata Share of the aggregate amount of the Term Loan Commitments to be
     used for the purposes identified in subsection 2.5A and to be available by
     way of Prime Rate Loans and Bankers' Acceptances. The amount of each
     Lender's Term Loan Commitment is set forth opposite its name on Schedule
     2.1 annexed hereto and the aggregate amount of the Term Loan Commitments is
     Cdn.$50,000,000, provided that the Term Loan Commitments of Lenders shall
     be adjusted to give effect to any assignments of the Term Loan Commitments
     pursuant to subsection 12.1B. Each Lender's Term Loan Commitment shall
     expire immediately and without further action on December 29, 2003 if Term
     Loans are not made on or before that date. Company may make only one
     borrowing under the Term Loan Commitments. Amounts borrowed under this
     subsection 2.1A(i) and subsequently repaid or prepaid may not be
     reborrowed.

          (ii) Revolving Loans. Each Revolving Lender severally agrees, subject
     to the limitations set forth below with respect to the maximum amount of
     Revolving Loans permitted to be outstanding from time to time, to lend to
     Company from time to time during the period from the Closing Date to but
     excluding the Revolving Loan Commitment Termination Date an aggregate
     amount not exceeding its Pro Rata Share of the aggregate amount of the
     Revolving Loan Commitments to be used for the purposes identified in
     subsection 2.5B and to be available by way of Prime Rate Loans and Bankers'
     Acceptances. The original amount of each Revolving Lender's Revolving Loan

                                                                              36



     Commitment is set forth opposite its name on Schedule 2.1 annexed hereto
     and the aggregate original amount of the Revolving Loan Commitments is
     Cdn.$70,000,000, provided that the Revolving Loan Commitments of Revolving
     Lenders shall be adjusted to give effect to any assignments of the
     Revolving Loan Commitments pursuant to subsection 12.1B, and shall be
     reduced from time to time by the amount of any reductions thereto made
     pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan
     Commitment shall expire on the Revolving Loan Commitment Termination Date
     and all Revolving Loans and all other amounts owed hereunder with respect
     to the Revolving Loans and the Revolving Loan Commitments, shall be paid in
     full no later than that date, provided that each Revolving Lender's
     Revolving Loan Commitment shall expire immediately and without further
     action on December 29, 2003 if the Term Loans are not made on or before
     that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid
     and reborrowed to but excluding the Revolving Loan Commitment Termination
     Date.

               Anything contained in this Agreement to the contrary
     notwithstanding, the Revolving Loans and the Revolving Loan Commitments
     shall be subject to the limitation that in no event shall the Total
     Utilization of Revolving Loan Commitments at any time exceed the Revolving
     Loan Commitments then in effect.

          (iii) Swing Line Loans.

               (a) General Provisions. Swing Line Lender hereby agrees, subject
          to the limitations set forth below with respect to the maximum amount
          of Swing Line Loans permitted to be outstanding from time to time, to
          make a portion of the Revolving Loan Commitments available to Company
          from time to time during the period from the Closing Date to but
          excluding the Revolving Loan Commitment Termination Date by making
          Swing Line Loans to Company in an aggregate amount not exceeding the
          amount of the Swing Line Loan Subcommitment to be used for the
          purposes identified in subsection 2.5B, notwithstanding the fact that
          such Swing Line Loans, when aggregated with Swing Line Lender's
          outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of
          the Letter of Credit Usage then in effect, may exceed Swing Line
          Lender's Revolving Loan Commitment. The original amount of the Swing
          Line Loan Subcommitment is Cdn.$5,000,000, provided that any reduction
          of the Revolving Loan Commitments made pursuant to subsection 2.4 that
          reduces the aggregate Revolving Loan Commitments to an amount less
          than the then current amount of the Swing Line Loan Subcommitment
          shall result in an automatic corresponding reduction of the Swing Line
          Loan Subcommitment to the amount of the aggregate Revolving Loan
          Commitments, as so reduced, without any further action on the part of
          Company, Administrative Agent or Swing Line Lender. The Swing Line
          Loan Subcommitment shall expire on the Revolving Loan Commitment
          Termination Date and all Swing Line Loans and all other amounts owed
          hereunder with respect to the Swing Line Loans shall be paid in full
          no later than that date, provided that the Swing Line Loan
          Subcommitment shall expire immediately and without further action on
          December 29, 2003 if the

                                                                              37



          Term Loans are not made on or before that date. Amounts borrowed under
          this subsection 2.1A(iii) may be repaid and reborrowed to but
          excluding the Revolving Loan Commitment Termination Date.

          Anything contained in this Agreement to the contrary notwithstanding,
          the Swing Line Loans and the Swing Line Loan Subcommitment shall be
          subject to the limitation that in no event shall the Total Utilization
          of Revolving Loan Commitments at any time exceed the Revolving Loan
          Commitments then in effect.

               (b) Swing Line Account. Swing Line Lender will establish at its
          Funding Branch of Account a Cdn. Dollar account of Company, referred
          to herein as a "Swing Line Account". The Swing Line Account shall
          record the day to day banking business of Company conducted through
          the Swing Line Lender. If, at the end of any Business Day, the balance
          in the Swing Line Account:

                    (1) is a credit in excess of Cdn.$100,000, Swing Line Lender
               may apply the amount of the credit or any part thereof rounded
               down to the nearest Cdn.$50,000, as applicable, as a repayment of
               any Prime Rate Loans owing to the Swing Line Lender under the
               Swing Line; or

                    (2) is a debit, the Swing Line Lender shall make available a
               Swing Line Loan (to the extent that such Advance would not, when
               added to the outstanding Swing Line Loans, exceed the Swing Line
               Loan Commitment), in an amount rounded up to the nearest Cdn.
               $50,000, as the case may be, to place Company in a minimum net
               credit position of zero.

               (c) Swing Line Loans by Request. In addition to the automatic
          advance of Swing Line Loans pursuant to clause 2.1A(iii)(b)(2) above,
          Swing Line Lender also agrees to make Swing Line Loans available
          pursuant to a Notice of Borrowing delivered as provided herein.

               (d) Swing Line Loan Prepayment with Proceeds of Other Revolving
          Loans. With respect to any Swing Line Loans that have not been
          voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing
          Line Lender may, on the first Business Day of each week, and at any
          other time in its sole and absolute discretion, deliver a notice to
          the Lenders holding the Revolving Loan Commitments requiring Revolving
          Lenders to make Revolving Loans that are Prime Rate Loans on such
          Funding Date in an amount equal to the amount of such Swing Line Loans
          (the "Refunded Swing Line Loans") outstanding on the date such notice
          is given. Company hereby authorizes the giving of any such notice and
          the making of any such Revolving Loans. Anything contained in this
          Agreement to the contrary notwithstanding, (1) the proceeds of such
          Revolving Loans made by Revolving Lenders other than Swing Line Lender
          shall be immediately delivered by Administrative Agent to Swing Line
          Lender (and not to

                                                                              38



          Company) and applied to repay a corresponding portion of the Refunded
          Swing Line Loans by depositing such proceeds in the Swing Line
          Account, and (2) on the day such Revolving Loans are made, Swing Line
          Lender's Pro Rata Share of the Refunded Swing Line Loans shall be
          deemed to be paid with the proceeds of a Revolving Loan made by Swing
          Line Lender, and such portion of the Swing Line Loans deemed to be so
          paid shall no longer be outstanding as Swing Line Loans of Swing Line
          Lender but shall instead constitute part of Swing Line Lender's
          outstanding Revolving Loans. If any portion of any such amount paid
          (or deemed to be paid) to Swing Line Lender should be recovered by or
          on behalf of Company from Swing Line Lender in any bankruptcy
          proceeding, in any assignment for the benefit of creditors or
          otherwise, the loss of the amount so recovered shall be ratably shared
          among all Lenders in the manner contemplated by subsection 12.5.

               (e) Swing Line Loan Assignments. If for any reason (1) Revolving
          Loans are not made upon the request of Swing Line Lender as provided
          in the immediately preceding paragraph in an amount sufficient to
          repay any amounts owed to Swing Line Lender in respect of any
          outstanding Swing Line Loans or (2) the Revolving Loan Commitments are
          terminated at a time when any Swing Line Loans are outstanding, each
          Revolving Lender shall be deemed to, and hereby agrees to, have
          purchased an assignment of such outstanding Swing Line Loans in an
          amount equal to its Pro Rata Share (calculated, in the case of the
          foregoing clause (2), immediately prior to such termination of the
          Revolving Loan Commitments) of the unpaid amount of such Swing Line
          Loans together with accrued interest thereon. Upon one Business Day's
          notice from Swing Line Lender, each Revolving Lender shall deliver to
          Swing Line Lender an amount equal to its respective assignment in same
          day funds at the Funding and Payment Office. In order to further
          evidence such assignment (and without prejudice to the effectiveness
          of the assignment provisions set forth above), each Revolving Lender
          agrees to enter into an Assignment Agreement at the request of Swing
          Line Lender in form and substance reasonably satisfactory to Swing
          Line Lender. In the event any Revolving Lender fails to make available
          to Swing Line Lender the amount of such Revolving Lender's assignment
          as provided in this paragraph, Swing Line Lender shall be entitled to
          recover such amount on demand from such Revolving Lender together with
          interest thereon at the rate customarily used by Swing Line Lender for
          the correction of errors among banks for three Business Days and
          thereafter at the Prime Rate. In the event Swing Line Lender receives
          a payment of any amount in which other Revolving Lenders have
          purchased assignments as provided in this paragraph, Swing Line Lender
          shall promptly distribute to each such other Revolving Lender its Pro
          Rata Share of such payment.

               (f) Revolving Lenders' Obligations. Anything contained herein to
          the contrary notwithstanding, each Revolving Lender's obligation to
          make Revolving Loans for the purpose of repaying any Refunded Swing
          Line Loans pursuant to

                                                                              39



          subsection 2.1A(iii)(d) and each Revolving Lender's obligation to
          purchase an assignment of any unpaid Swing Line Loans pursuant to the
          immediately preceding paragraph shall be absolute and unconditional
          and shall not be affected by any circumstance, including (1) any
          set-off, counterclaim, recoupment, defense or other right which such
          Revolving Lender may have against Swing Line Lender, Company or any
          other Person for any reason whatsoever; (2) the occurrence or
          continuance of an Event of Default or a Potential Event of Default;
          (3) any adverse change in the business, operations, properties,
          assets, condition (financial or otherwise) or prospects of Company or
          any of its Subsidiaries; (4) any breach of this Agreement or any other
          Loan Document by any party thereto; or (5) any other circumstance,
          happening or event whatsoever, whether or not similar to any of the
          foregoing.

               (g) Indemnification. Each Revolving Lender agrees to indemnify
          Swing Line Lender (to the extent not reimbursed by Company), rateably
          according to its Pro Rata Share from and against any and all losses
          and claims of any kind or nature whatsoever which may be imposed on,
          incurred by, or asserted against the Swing Line Lender in any way
          relating to or arising out of any Swing Line Loans, provided that no
          Lender shall be liable for any portion of such losses or claims
          resulting from the Swing Line Lender's gross negligence or willful
          misconduct.

     B. Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding
Date by way of Prime Rate Loans (other than Swing Line Loans) or Bankers'
Acceptances (other than Revolving Loans made pursuant to a request by Swing Line
Lender pursuant to subsection 2.1A(iii)(d), or Revolving Loans made pursuant to
subsection 4.3C) shall be in an aggregate minimum amount of Cdn.$1,000,000 and
multiples of Cdn.$100,000 in excess of that amount.

          Swing Line Loans made on any Funding Date pursuant to a Notice of
Borrowing shall be in an aggregate minimum amount of Cdn.$1,000,000 and
multiples of Cdn.$100,000 in excess of that amount. Swing Line Loans made
pursuant to subclause 2.1A(iii)(b) do not require a notice of Borrowing, and are
not subject to minimum amounts except as set out in that subclause.

          Prime Rate Loans made by Revolving Lenders weekly (or at the request
of Swing Line Lender) pursuant to subclause 2.1A(iii)(d) shall be in minimum
amounts of Cdn.$500,000 and multiples of Cdn.$100,000 in excess thereof.

          Whenever Company desires that Lenders make Term Loans or Revolving
Loans by way of Prime Rate Loans (other than Swing Line Loans), it shall deliver
to Administrative Agent a duly executed Notice of Borrowing no later than 11:00
a.m. (Toronto time) at least one Business Day in advance of the proposed Funding
Date.

          Whenever Company desires that Lenders make Term Loans or Revolving
Loans by way of Bankers' Acceptances, it shall deliver to Administrative Agent a
duly executed Notice

                                                                              40



of Borrowing no later than 11:00 a.m. (Toronto time) at least three Business
Days in advance of the proposed Funding Date.

          Whenever Company desires that Swing Line Lender make a Swing Line Loan
pursuant to clause 2.1A(iii)(c), it shall deliver to Swing Line Lender, with a
copy to Administrative Agent, a duly executed Notice of Borrowing no later than
11:00 a.m. (Toronto time) on the proposed Funding Date (which for greater
certainty may be delivered by facsimile transmission).

          In lieu of delivering a Notice of Borrowing, Company may give
Administrative Agent telephonic notice by the required time of any proposed
borrowing under this subsection 2.1B, provided that such notice shall be
promptly confirmed in writing by delivery of a duly executed Notice of Borrowing
to Administrative Agent on or before the applicable Funding Date (which for
greater certainty may be delivered by facsimile transmission).

          Neither Administrative Agent nor any Lender shall incur any liability
to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by an Officer or
other person authorized to borrow on behalf of Company or for otherwise acting
in good faith under this subsection 2.1B or under subsection 2.2C, and upon
funding of Loans by Lenders, and upon Conversion or Rollover of the applicable
basis for determining the interest rate with respect to any Loans pursuant to
subsection 2.2C, in each case in accordance with this Agreement, pursuant to any
such telephonic notice Company shall have effected Loans or a Conversion or
Rollover, as the case may be, hereunder.

          Company shall notify Administrative Agent prior to the funding of any
Loans requested by Company in the event that any of the matters to which Company
is required to certify in the applicable Notice of Borrowing is no longer true
and correct as of the applicable Funding Date. The acceptance by Company of the
proceeds of any Loans (including Swing Line Loans) shall constitute a
re-certification by Company, as of the applicable Funding Date, as to the
matters to which Company is required to certify in any Notice of Borrowing.

          Except as set out in subsection 2.6C, a Notice of Borrowing for, or a
Notice of Conversion/Rollover for Conversion to, or Rollover of, Bankers'
Acceptances (or telephonic notice in lieu thereof) shall be irrevocable, and
Company shall be bound to make a borrowing or to effect a Conversion or Rollover
in accordance therewith.

          Notwithstanding the foregoing provisions of this subsection 2.1B, no
Bankers' Acceptances may be made and no Prime Rate Loan may be converted into
Bankers' Acceptances until the earlier of the 30th day after the Closing Date
and the date specified by Administrative Agent to Company on which the primary
syndication of the Loans has been completed.

     C. Disbursement of Funds. All Term Loans and Revolving Loans (other than
Swing Line Loans made by Swing Line Lender) shall be made by Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that neither Administrative Agent nor any Lender shall be responsible
for any default by any other Lender in that other Lender's obligation to make a
Loan requested hereunder nor shall the Commitment of

                                                                              41



any Lender to make the particular type of Loan requested be increased or
decreased as a result of a default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder.

          Promptly after receipt by Administrative Agent of a Notice of
Borrowing by way of Prime Rate Loans (other than Swing Line Loans) pursuant to
subsection 2.1B, or telephonic notice in lieu thereof, Administrative Agent
shall notify each Lender for that type of Loan of the proposed borrowing. Each
such Lender shall make the amount of its Loan available to Administrative Agent
not later than 12:00 noon (Toronto time) on the applicable Funding Date in same
day funds at the Funding and Payment Office. Except as provided in subsection
2.1A(iii) with respect to Revolving Loans used to repay Refunded Swing Line
Loans, or subsection 4.3B with respect to Revolving Loans used to reimburse any
Issuing Lender for the amount of a drawing under a Letter of Credit issued by
it, upon satisfaction or waiver of the conditions precedent specified in
subsections 6.1 (in the case of Loans made on the Closing Date) and 6.2 (in the
case of all Loans), Administrative Agent shall make the proceeds of such Loans
available to Company on the applicable Funding Date by causing an amount of same
day funds equal to the proceeds of all such Loans received by Administrative
Agent from Lenders to be credited to an account of Company maintained by Company
with Administrative Agent at the Funding and Payment Office by 12:00 noon on the
Funding Date, or as otherwise instructed by Company in writing and acceptable to
Administrative Agent.

          After receipt by Swing Line Lender of a Notice of Borrowing by way of
Swing Line Loans pursuant to subsection 2.1A(iii)(c), or telephonic notice in
lieu thereof, Swing Line Lender shall make the amount of its Swing Line Loan
available to Company not later than 12:00 noon (Toronto time) on the applicable
Funding Date, in each case in same day funds to be credited to an account of
Company maintained by Company with Swing Line Lender at the Funding and Payment
Office of Swing Line Lender.

          Unless Administrative Agent shall have been notified by any Lender
prior to a Funding Date for any Loans that such Lender does not intend to make
available to Administrative Agent the amount of such Lender's Prime Rate Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Prime Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Prime Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender

                                                                              42



from its obligation to fulfill its Commitments hereunder or to prejudice any
rights that Company may have against any Lender as a result of any default by
such Lender hereunder.

     D. The Register. Administrative Agent shall maintain at its address
referred to in subsection 12.8 a register for the recordation of, and shall
record, the names and addresses of Lenders and the Term Loan Commitment,
Revolving Loan Commitment, Swing Line Loan Subcommitment, Term Loans, Revolving
Loans and Swing Line Loans of each Lender from time to time (the "Register").
Company, Administrative Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof; all amounts owed
with respect to any Commitment or Loan shall be owed to the Lender listed in the
Register as the owner thereof; and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans. Each Lender shall record on its internal records the
amount of its Loans and Commitments and each payment in respect hereof, and any
such recordation shall be prima facie evidence of the contents thereof, absent
manifest error, subject to the entries in the Register, which shall, absent
manifest error, govern in the event of any inconsistency with any Lender's
records. Failure to make any recordation in the Register or in any Lender's
records, or any error in such recordation, shall not affect any Loans or
Commitments or any Obligations in respect of any Loans.

     2.2 Interest on the Loans.

     A. Rate of Interest. Subject to the provisions of subsection 2.6, each
Prime Rate Loan shall bear interest on the unpaid principal amount thereof from
the date made through maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Prime Rate.

          Subject to the provisions of subsection 2.6, each Swing Line Loan
shall bear interest on the unpaid principal amount thereof from the date made
through maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Prime Rate.

          The applicable basis for determining the rate of interest with respect
to any Term Loan or any Revolving Loan shall be selected by Company initially at
the time a Notice of Borrowing is given with respect to such Loan pursuant to
subsection 2.1B (subject to the last sentence of subsection 2.1B), and the basis
for determining the interest rate with respect to any Term Loan or any Revolving
Loan may be changed from time to time pursuant to subsection 2.2C (subject to
the last sentence of subsection 2.1B). If on any day a Term Loan or Revolving
Loan is outstanding with respect to which notice has not been delivered to
Administrative Agent in accordance with the terms of this Agreement specifying
the applicable basis for determining the rate of interest, then for that day
that Loan shall bear interest determined by reference to the Prime Rate.

                                                                              43



          (i) Subject to the provisions of subsections 2.2D, 2.2I and 2.6, the
     Term Loans and the Revolving Loans shall bear interest or accrue fees
     through maturity as follows:

               (a) if a Prime Rate Loan (other than a Swing Line Loan), then
          interest at the sum of the Prime Rate plus 2.0% per annum;

               (b) if a Swing Line Loan, then interest at the sum of the Prime
          Rate plus 1.5% per annum, for the sole account of Swing Line Lender;
          and

               (c) if a Bankers' Acceptance, then interest and fees as provided
          in Section 3.

     B. Interest Payments. Subject to the provisions of subsection 2.2D,
interest on each Prime Rate Loan (including Swing Line Loans) shall be payable
monthly in arrears on each Interest Payment Date in respect of the immediately
preceding calendar month based on the actual number of days in such month, upon
any prepayment of that Loan (to the extent accrued on the amount being prepaid),
and at maturity (including final maturity), provided that in the event any
Revolving Loans that are Prime Rate Loans are prepaid pursuant to subsection
2.4B(i), interest accrued on such Loans through the date of such prepayment
shall be payable on the next succeeding Interest Payment Date applicable to
Prime Rate Loans (or, if earlier, at final maturity).

     C. Conversion or Rollover. Subject to the provisions of Section 3, Company
shall have the option:

          (i) to convert at any time all or any part of its outstanding Term
     Loans or Revolving Loans (other than Swing Line Loans) equal to
     Cdn.$1,000,000 and multiples of Cdn.$100,000 in excess of that amount from
     Prime Rate Loans to an issue of Bankers' Acceptances, or from Bankers'
     Acceptances to Prime Rate Loans;

          (ii) upon the expiration of a BA Interest Period applicable to
     Bankers' Acceptances, to rollover all or any portion of such Loan equal to
     Cdn.$1,000,000 and multiples of Cdn.$100,000 in excess of that amount as a
     new issue of Bankers' Acceptances;

provided that an issue of Bankers' Acceptances may only be converted into a
Prime Rate Loan on the expiration date of the BA Interest Period applicable
thereto.

          Company shall deliver a duly executed Notice of Conversion/Rollover to
Administrative Agent no later than 11:00 a.m. (Toronto time) at least one
Business Day in advance of the proposed Conversion date (in the case of a
Conversion to a Prime Rate Loan) and at least three Business Days in advance of
the proposed Conversion/Rollover date (in the case of a Conversion to, or a
Rollover of, Bankers' Acceptances). In lieu of delivering a Notice of
Conversion/Rollover, Company may give Administrative Agent telephonic notice by
the required time of any proposed Conversion/Rollover under this subsection
2.2C, provided that

                                                                              44



such notice shall be promptly confirmed in writing by delivery of a duly
executed Notice of Conversion/Rollover to Administrative Agent on or before the
proposed Conversion/Rollover date (which for greater certainty may be delivered
by facsimile transmission). Administrative Agent shall notify each Lender of any
Loan subject to a Notice of Conversion/Rollover. A Conversion or Rollover shall
not be subject to the conditions to making a Loan set out in subsection 6.2.

     D. Default Rate. Upon the occurrence and during the continuance of any
Event of Default, the outstanding principal amount of all Loans and, to the
extent permitted by Applicable Law, any interest payments thereon not paid when
due and any fees and other amounts then due and payable hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under any Bankruptcy Laws) payable upon demand at a rate that is 2% per annum in
excess of the interest rate otherwise payable under this Agreement with respect
to the applicable Loans (or, in the case of any such fees and other amounts, at
a rate which is 2% per annum in excess of the interest rate otherwise payable
under this Agreement for Prime Rate Loans), provided that (i) in the case of
Bankers' Acceptances, upon the expiration of the BA Interest Period in effect at
the time any such increase in interest rate is effective such Bankers'
Acceptances shall thereupon become Prime Rate Loans and shall thereafter bear
interest payable upon demand at a rate which is 2% per annum in excess of the
interest rate otherwise payable under this Agreement for Prime Rate Loans, and
(ii) subclause 4.3D(i) shall apply in respect of fees payable in respect of
Letters of Credit, and not this subclause 2.2D. Payment or acceptance of the
increased rates of interest provided for in this subsection 2.2D is not a
permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of
Administrative Agent or any Lender.

     E. Computation of Interest. Interest on the Loans shall be computed on the
basis of a 365-day year, in each case for the actual number of days elapsed in
the period during which it accrues. In computing interest on any Loan, the date
of the making of such Loan or, with respect to a Prime Rate Loan being converted
from Bankers' Acceptances, the date of Conversion to such Prime Rate Loan, as
the case may be, shall be included, and the date of payment of such Loan or,
with respect to a Prime Rate Loan being converted to Bankers' Acceptances, the
date of Conversion of such Prime Rate Loan, as the case may be, shall be
excluded, provided that if a Loan is repaid on the same day on which it is made,
one day's interest shall be paid on that Loan.

     F. Prima Facie Evidence. Each determination by Administrative Agent (or by
the Issuing Lender as applicable) of the amount of interest, fees or other
amounts due from Company hereunder shall be prima facie evidence of the accuracy
of such determination.

     G. Accrual. All interest, fees and other amounts payable by Company
hereunder shall accrue daily, be computed as described herein, and be payable
both before and after demand, maturity, default and judgment.

     H. No Merger. To the extent permitted by Applicable Law, the covenant of
Company to pay interest at the rates provided herein shall not merge in any
judgment relating to any obligation of Company to the Lenders or Administrative
Agent and any provision of the

                                                                              45



Interest Act (Canada) or Judgment Interest Act (Alberta) which restricts any
rate of interest set forth herein shall be inapplicable to this Agreement and to
the extent permitted by Applicable Law is hereby waived by Company.

     I. Maximum Rate. No interest or fee to be paid hereunder or under the other
Loan Documents shall be paid at a rate exceeding the maximum rate permitted by
Applicable Law. In the event that such interest or fee exceeds such maximum
rate, such interest or fees shall be credited to Company for application to any
other Obligations then due and owing (or if no other Obligations are then due
and owing, refunded to Company), so as to be payable at the highest rate
recoverable under Applicable Law. For the purposes of the application of the
Criminal Code (Canada), the effective annual rate of interest shall be
determined in accordance with generally accepted actuarial practices and
principles and in the event of any dispute, a certificate of a Fellow of the
Canadian Institute of Actuaries appointed by Administrative Agent shall be
conclusive for the purpose of such determination.

     J. Interest Act Rate Conversion. Whenever a rate of interest hereunder is
calculated on the basis of a year (the "deemed year") which contains fewer days
than the actual number of days in the calendar year of calculation, such rate of
interest shall be expressed as a yearly rate for purposes of the Interest Act
(Canada) by multiplying such rate of interest by the actual number of days in
the calendar year of calculation and dividing it by the number of days in the
deemed year.

     K. No Deemed Reinvestment. The principle of deemed reinvestment of interest
shall not apply to any interest calculation under this Agreement; all interest
payments to be made hereunder shall be paid without allowance or deduction for
deemed reinvestment, before and after maturity, default and judgment. The rates
of interest specified in this Agreement are intended to be nominal rates and not
effective rates. Interest calculated hereunder shall be calculated using the
nominal rate method and not the effective rate method of calculation.

     2.3 Fees.

     A. Commitment Fees. Company agrees to pay to Administrative Agent, for
distribution to each Revolving Lender in proportion to that Lender's Pro Rata
Share, commitment fees for the period from and including the Closing Date to and
excluding the Revolving Loan Commitment Termination Date equal to the average of
the daily excess of the Revolving Loan Commitments over the sum of (i) the
aggregate principal amount of outstanding Revolving Loans including for
certainty, the face amount of all Bankers' Acceptances and BA Discount Notes
outstanding under the Revolving Loan Commitment (but excluding any outstanding
Swing Line Loans) plus (ii) the Letter of Credit Usage, multiplied by .50% per
annum, such commitment fees to be calculated on the basis of a 365-day year and
the actual number of days elapsed and to be calculated quarterly in arrears for
the three month periods ending on March 31, June 30, September 30 and December
31 of each year, and payable on the first Business Day of the month immediately
following each such quarter, commencing on the first such Business Day to occur
after the Closing Date, and on the Revolving Loan Commitment Termination Date.

                                                                              46



     B. Other Fees. Company agrees to pay to Administrative Agent such fees in
the amounts and at the times separately agreed upon between Company and
Administrative Agent.

     2.4 Repayments; Voluntary and Mandatory Prepayments; Application of
Proceeds.

     A. Scheduled Payments of Term Loans. Company shall make principal payments
on the Term Loans in installments on the dates and in the amounts set forth
below:

- -------------------------------------------------
Date                Scheduled Repayment (Cdn.$)
- -------------------------------------------------
February 29, 2004   $1,500,000
- -------------------------------------------------
May 31, 2004        $1,500,000
- -------------------------------------------------
August 31, 2004     $1,500,000
- -------------------------------------------------
November 30, 2004   $1,500,000
- -------------------------------------------------
February 28, 2005   $2,750,000
- -------------------------------------------------
May 31, 2005        $2,750,000
- -------------------------------------------------
August 31, 2005     $2,750,000
- -------------------------------------------------
November 30, 2005   $2,750,000
- -------------------------------------------------
February 28, 2006   $2,750,000
- -------------------------------------------------
May 31, 2006        $2,750,000
- -------------------------------------------------
August 31, 2006     $2,750,000
- -------------------------------------------------
November 30, 2006   $2,750,000
- -------------------------------------------------
February 28, 2007   $2,750,000
- -------------------------------------------------
May 31, 2007        $2,750,000
- -------------------------------------------------
August 31, 2007     $2,750,000
- -------------------------------------------------
November 30, 2007   $2,750,000
- -------------------------------------------------
February 29, 2008   $2,750,000
- -------------------------------------------------
May 31, 2008        $2,750,000
- -------------------------------------------------
August 31, 2008     $2,750,000
- -------------------------------------------------
November 26, 2008   $2,750,000
- -------------------------------------------------

provided that the scheduled installments of principal of the Term Loans set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in accordance with subsection 2.4B(iv), and
provided further that the Term Loans and all other amounts owed hereunder with
respect to the Term Loans shall be paid in full no later than November 26, 2008,
and the final installment payable by Company in respect of the Term Loans on
such date shall be in an amount, if such amount is different from that specified
above, sufficient to repay all amounts owing by Company under this Agreement
with respect to the Term Loans.

     B. Repayments and Prepayments; Reductions in Revolving Loan Commitments.

          (i) Voluntary Repayments and Prepayments. Company may, upon written or
     telephonic notice to Administrative Agent on or prior to 12:00 noon
     (Toronto time)on

                                                                              47



     the date of repayment, which notice, if telephonic, shall be promptly
     confirmed in writing (which for greater certainty may be delivered by
     facsimile transmission), at any time and from time to time, repay without
     premium or penalty any Swing Line Loan on any Business Day in whole or in
     part in an aggregate minimum amount of Cdn.$1,000,000 and multiples of
     Cdn.$100,000 in excess of that amount.

               Company may, upon not less than one Business Day's prior written
     or telephonic notice to Administrative Agent by 12:00 noon (Toronto time)
     on the date required and, if given by telephone, promptly confirmed in
     writing to Administrative Agent, who will promptly notify each Lender whose
     Loans are to be prepaid of such prepayment, at any time and from time to
     time prepay without premium or penalty any Term Loans or Revolving Loans
     that are Prime Rate Loans (other than Swing Line Loans) on any Business Day
     in whole or in part in an aggregate minimum amount of Cdn.$1,000,000 and
     multiples of Cdn.$100,000 in excess of that amount.

               Company may, upon not less than three Business Days' prior
     written or telephonic notice to Administrative Agent by 12:00 noon (Toronto
     time) on the date required and, if given by telephone, promptly confirmed
     in writing to Administrative Agent, who will promptly notify each Lender
     whose Loans are to be prepaid of such prepayment, at any time and from time
     to time prepay, without premium or penalty, any Term Loans or Revolving
     Loans that are Bankers' Acceptances on any Business Day in whole or in part
     in an aggregate minimum amount of Cdn.$1,000,000 and multiples of
     Cdn.$100,000 in excess of that amount, provided that Bankers' Acceptances
     may only be prepaid on the expiration of the BA Interest Period.

               Notice of repayment or prepayment having been given as aforesaid,
     the principal amount of the Loans specified in such notice shall become due
     and payable on the date specified for payment therein. Any such voluntary
     payment shall be applied as specified in subsection 2.4B(iv).

               (ii) Voluntary Reduction of Revolving Loan Commitments. Company
     may, upon not less than three Business Days' prior written or telephonic
     notice confirmed in writing to Administrative Agent (which for greater
     certainty may be delivered by facsimile transmission), or upon such lesser
     number of days' prior written or telephonic notice, as determined by
     Administrative Agent in its sole discretion, at any time and from time to
     time, terminate in whole or permanently reduce in part, without premium or
     penalty, the Revolving Loan Commitments in an amount up to the amount by
     which the Revolving Loan Commitments exceed the Total Utilization of
     Revolving Loan Commitments at the time of such proposed termination or
     reduction, provided that any such partial reduction of the Revolving Loan
     Commitments shall be in an aggregate minimum amount of Cdn.$1,000,000 and
     multiples of Cdn.$100,000 in excess of that amount. Company's notice to
     Administrative Agent (who will promptly notify each Revolving Lender of
     such notice) shall designate the date (which shall be a Business Day) of
     such termination or reduction and the amount of any partial reduction, and
     such termination or reduction of the Revolving Loan Commitments shall be
     effective on the

                                                                              48



     date specified in Company's notice and shall reduce the Revolving Loan
     Commitment of each Revolving Lender proportionately to its Pro Rata Share.

          (iii) Mandatory Prepayments; Mandatory Reductions of Revolving Loan
     Commitments. The Loans shall be prepaid, and/or the Revolving Loan
     Commitments shall be permanently reduced, in the amounts and under the
     circumstances set forth below, all such prepayments and/or reductions to be
     applied as set forth below or as more specifically provided in subsection
     2.4B(iv) and subsection 2.4G:

               (a) Prepayments and Reductions From Net Asset Sale Proceeds.
          Promptly, but not later than 5 Business Days after the date of receipt
          by Company or any of its Subsidiaries of any Net Asset Sale Proceeds
          in respect of any Asset Sale, Company shall either:

                    (1) prepay the Loans and collateralize Bankers' Acceptances,
               and/or the Revolving Loan Commitments shall be permanently
               reduced in an aggregate amount equal to such Net Asset Sale
               Proceeds, or

                    (2) so long as no Potential Event of Default or Event of
               Default shall have occurred and be continuing, deliver to
               Administrative Agent an Officer's Certificate setting forth (x)
               that portion of such Net Asset Sale Proceeds that Company or such
               Subsidiary intends to reinvest in equipment or other productive
               assets of the general type used in the business of Company and
               its Subsidiaries within 270 days of such date of receipt and (y)
               the proposed use of such portion of the Net Asset Sale Proceeds
               and such other information with respect to such reinvestment as
               Administrative Agent may reasonably request, and Company shall,
               or shall cause one or more of its Subsidiaries to, diligently
               apply such portion to such reinvestment purposes, provided that,
               pending such reinvestment, such portion of the Net Asset Sale
               Proceeds shall be applied to prepay outstanding Revolving Loans
               (without a reduction in Revolving Loan Commitments) to the full
               extent thereof. In addition, Company shall, no later than 270
               days after receipt of such Net Asset Sale Proceeds that have not
               theretofore been applied to the Obligations or that have not been
               so reinvested as provided above, make an additional prepayment of
               the Loans (and/or the Revolving Loan Commitments shall be
               permanently reduced) in the full amount of all such Net Asset
               Sale Proceeds not so applied or not so reinvested.

               (b) Prepayments and Reductions from Net Insurance/Condemnation
          Proceeds. No later than the first Business Day following the date of
          receipt by Administrative Agent or by Company or any of its
          Subsidiaries of any Net Insurance/Condemnation Proceeds that are
          required to be applied as a prepayment pursuant to the provisions of
          subsection 8.4C, Company shall prepay the Loans and collateralize
          Bankers' Acceptances, and/or the Revolving Loan Commitments shall be
          permanently reduced, as provided in subsection 2.4B(iv) and subsection

                                                                              49



          2.4G, as applicable, in an aggregate amount equal to the amount of
          such Net Insurance/Condemnation Proceeds.

               (c) Prepayments and Reductions Due to Issuance of Equity
          Securities. On the date of receipt of the Net Securities Proceeds from
          the issuance of any Capital Stock (i) of Holdings or from any capital
          contribution to Holdings by any holder of Capital Stock thereof after
          the Closing Date, in excess of $2,000,000 in any Fiscal Year, or (ii)
          of Company or any of its Subsidiaries, Company shall prepay the Loans
          and collateralize Bankers' Acceptances in an aggregate amount equal to
          the amount of such Net Securities Proceeds (without reduction of the
          Revolving Loan Commitments), all as provided in subsection 2.4B(iv)
          and subsection 2.4G, as applicable.

               (d) Prepayments and Reductions Due to Issuance of Indebtedness.
          On the date of receipt of the Net Securities Proceeds from the
          issuance of any Indebtedness of Company or any of its Subsidiaries
          after the Closing Date, other than Indebtedness permitted pursuant to
          subsection 9.1, Company shall prepay the Loans, and collateralize
          Bankers' Acceptances, and/or the Revolving Loan Commitments shall be
          permanently reduced, in an aggregate amount equal to the amount of
          such Net Securities Proceeds, all as provided in subsection 2.4B(iv)
          and subsection 2.4G, as applicable.

               (e) Prepayments and Reductions from Consolidated Excess Cash
          Flow. In the event that there shall be Consolidated Excess Cash Flow
          for any Fiscal Year (commencing with Fiscal Year 2005), Company shall,
          no later than 120 days after the end of such Fiscal Year, prepay the
          Loans, and collateralize Bankers' Acceptances (without reduction of
          the Revolving Loan Commitments), in an aggregate amount equal to 50%
          of such Consolidated Excess Cash Flow, all as provided in subsection
          2.4B(iv) and subsection 2.4G, as applicable.

               (f) Calculations of Net Proceeds Amounts; Additional Prepayments
          and Reductions Based on Subsequent Calculations. Concurrently with any
          prepayment of the Loans, and collateralization of Bankers'
          Acceptances, and/or reduction of the Revolving Loan Commitments
          pursuant to subsections 2.4B(iii)(a)-(f), Company shall deliver to
          Administrative Agent an Officer's Certificate demonstrating the
          calculation of the amount of the applicable Net Asset Sale Proceeds,
          Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or
          Consolidated Excess Cash Flow, as the case may be, that gave rise to
          such prepayment, collateralization and/or reduction. In the event that
          Company shall subsequently determine that the actual amount was
          greater than the amount set forth in such Officer's Certificate,
          Company shall promptly make an additional prepayment of the Loans, or
          collateralization of Bankers' Acceptances, in an amount equal to the
          amount of such excess, and shall reduce the Revolving Loan Commitments
          accordingly, all as provided in subsection 2.4B(iv) and subsection
          2.4G, as applicable, and Company shall concurrently therewith deliver

                                                                              50



          to Administrative Agent an Officer's Certificate demonstrating the
          derivation of the additional amount resulting in such excess.

               (g) Prepayments Due to Reductions of Revolving Loan Commitments
          or Due to Insufficient Borrowing Base. Company shall from time to time
          prepay first the Swing Line Loans, second the other Revolving Loans
          (including collateralization of Bankers' Acceptances), and third,
          collateralize Letters of Credit, to the extent necessary so that (A)
          the Total Utilization of Revolving Loan Commitments shall not at any
          time exceed the Revolving Loan Commitments then in effect, and (B) the
          Total Utilization of Revolving Loan Commitments shall not at any time
          exceed the Borrowing Base then in effect less the aggregate principal
          amount of all outstanding Term Loans including, for certainty, the
          face amount of all outstanding Bankers' Acceptances and BA Discount
          Notes thereunder.

          (iv) Application of Prepayments; Reduction of Revolving Loan
     Commitments.

               (a) Application of Voluntary Prepayments by Type of Loans and
          Order of Maturity. Any voluntary prepayments pursuant to subsection
          2.4B(i) shall be applied as specified by Company in the applicable
          notice of prepayment, provided that in the event Company fails to
          specify the Loans to which any such prepayment shall be applied, such
          prepayment shall be applied:

                    (1) first, to repay outstanding Swing Line Loans to the full
               extent thereof, without reduction of Commitments,

                    (2) second, to repay other outstanding Revolving Loans to
               the full extent thereof, including cash collateralizing any
               outstanding Bankers' Acceptances issued under the Revolving Loan
               Commitments, without reduction of Commitments,

                    (3) third, to repay outstanding Term Loans to the full
               extent thereof, and

                    (4) fourth, to collateralize Letters of Credit.

          Any voluntary prepayments of the Term Loans pursuant to subsection
          2.4B(i) shall be applied to reduce the scheduled installments of
          principal of the Term Loans set forth in subsection 2.4A on a pro rata
          basis (in accordance with the respective outstanding principal amounts
          thereof) to each remaining scheduled installment of principal as set
          forth in subsection 2.4A.

               (b) Application of Mandatory Prepayments by Type of Loans. Except
          as provided in subsection 2.4G, any amount required to be applied as a
          mandatory prepayment of the Loans, collateralization of Bankers'
          Acceptances or Letters of

                                                                              51



          Credit, and/or a reduction of the Revolving Loan Commitments, in any
          case pursuant to subsections 2.4B(iii)(a)-(f), shall be applied:

                    (1) first, to prepay the Term Loans to the full extent
               thereof, including cash collateralizing any outstanding Bankers'
               Acceptances under the Term Loan Facility,

                    (2) second, to the extent of any remaining portion of such
               amount, to prepay the Swing Line Loans to the full extent thereof
               and, to the extent required by the applicable provision of
               subsection 2.4B(iii), to permanently reduce the Revolving Loan
               Commitments by the amount of such prepayment,

                    (3) third, to the extent of any remaining portion of such
               amount, to prepay other Prime Rate Loans to the full extent
               thereof and, to the extent required by the applicable provision
               of subsection 2.4B(iii), to further permanently reduce the
               Revolving Loan Commitments by the amount of such prepayment, and

                    (4) fourth, to the extent of any remaining portion of such
               amount, to collateralize Bankers' Acceptances under the Revolving
               Loan Facility to the full extent thereof and, to the extent
               required by the applicable provision of subsection 2.4B(iii), to
               further permanently reduce the Revolving Loan Commitments by the
               amount so collateralized, effective the date of maturity of the
               Bankers' Acceptances so collateralized.

          Any mandatory reduction of Revolving Commitments pursuant to this
          subsection 2.4 shall be in proportion to each Revolving Lender's Pro
          Rata Share.

               (c) Application of Mandatory Prepayments of Term Loans to the
          Scheduled Installments of Principal Thereof. Any mandatory prepayments
          of the Term Loans pursuant to subsection 2.4B(iii) shall be applied to
          reduce the scheduled installments of principal of the Term Loans set
          forth in subsection 2.4A on a pro rata basis (in accordance with the
          respective outstanding principal amounts thereof) to each scheduled
          installment of principal of the Term Loans set forth in subsection
          2.4A.

               (d) Application of Prepayments to Prime Rate Loans and Bankers'
          Acceptances. Considering Term Loans and Revolving Loans being prepaid
          separately, any prepayment thereof shall be applied first to Prime
          Rate Loans to the full extent thereof before application to
          collateralization of Bankers' Acceptances or Letters of Credit,
          provided that Company shall first deposit the remainder of such
          prepayments not applied to prepay Prime Rate Loans in the Collateral
          Account pursuant to subsection 2.4E to be applied thereafter to prepay
          Bankers' Acceptances having BA Interest Periods expiring on a date or
          dates

                                                                              52



          nearest the date of deposit in accordance with this subsection
          2.4B(iv), upon expiration of such BA Interest Periods, and second (if
          required) to the Collateral Account pursuant to subsection 2.4F to be
          applied thereafter to reimburse the Issuing Lender for drawing on
          Letters of Credit expiring on a date or dates nearest the date of
          deposit in accordance with this subsection 2.4B(iv), upon expiration
          of such Letters of Credit.

     C. General Provisions Regarding Payments.

          (i) Manner and Time of Payment. All payments by Company of principal,
     interest, fees and other Obligations shall be made in Canadian Dollars in
     same day funds, without defense, setoff or counterclaim, free of any
     restriction or condition, and delivered to Administrative Agent not later
     than 12:00 noon (Toronto time) on the date due at the Funding and Payment
     Office for the account of Lenders; funds received by Administrative Agent
     after that time on such due date shall be deemed to have been paid by
     Company on the next succeeding Business Day. Notwithstanding the foregoing,
     payments of amounts deposited in the Collateral Account pursuant to the
     proviso to subsection 2.4B(iv)(d) shall be deemed to have been paid by
     Company on the applicable date or dates such amounts are applied to prepay
     Bankers' Acceptances or to reimburse drawings under Letters of Credit.
     Company hereby authorizes Administrative Agent to charge its accounts with
     Administrative Agent in order to cause timely payment to be made to
     Administrative Agent of all principal, interest, fees and expenses due
     hereunder (subject to sufficient funds being available in its accounts for
     that purpose).

          (ii) Application of Payments to Principal and Interest. Except as
     provided in subsection 2.2B, all payments in respect of the principal
     amount of any Prime Rate Loan shall include payment of accrued interest on
     the principal amount being repaid or prepaid, and all such payments shall
     be applied to the payment of interest before application to principal.

          (iii) Apportionment of Payments. Aggregate payments of principal and
     interest shall be apportioned among all outstanding Loans to which such
     payments relate, in each case proportionately to Lenders' respective Pro
     Rata Shares. Administrative Agent shall promptly distribute to each Lender,
     at the account specified in the payment instructions set forth below its
     name on the appropriate signature page hereof or at such other account as
     such Lender may request in subsequent payment instructions delivered to
     Administrative Agent by such Lender, its Pro Rata Share of all such
     payments received by Administrative Agent and the commitment fees and
     letter of credit fees of such Lender, if any, when received by
     Administrative Agent pursuant to subsection 2.3 and subsection 4.2.

          (iv) Payments on Business Days. Whenever any payment to be made
     hereunder shall be stated to be due on a day that is not a Business Day,
     such payment shall be made on the next succeeding Business Day and such
     extension of time shall be included in the computation of the payment of
     interest hereunder or of the commitment fees hereunder, as the case may be.

                                                                              53



     D. Authorized Debit. Company authorizes and directs Administrative Agent to
automatically debit the Company's bank accounts for all amounts payable by
Company under this Agreement, including the repayment of principal and the
payment of interest and fees and all charges agreed to by Company for the
maintaining of the Company's accounts. Administrative Agent shall, as soon as is
practical after making any such debit, inform Company of the amount thereof and
provide reasonable details of the calculation thereof.

     E. Collateralization of Bankers' Acceptances. With respect to the
prepayment or cash collateralization of unmatured Bankers' Acceptances to the
extent required hereunder (it being acknowledged that any requirement to pay or
prepay Bankers' Acceptances prior to their maturity shall be construed as a
requirement to provide cash collateral under this provision), Company shall
provide for the funding of such unmatured Bankers' Acceptances by paying to and
depositing with Administrative Agent cash collateral for each such unmatured
Bankers' Acceptances; such cash collateral deposited by Company shall be held by
Administrative Agent in the Collateral Account with interest to be credited to
Company at rates prevailing at the time of deposit for similar accounts with
Administrative Agent. Such Collateral Account shall be held by Administrative
Agent as security for the obligations of Company in relation to such Bankers'
Acceptances and the security of Administrative Agent thereby created shall rank
in priority to all other Liens and adverse claims against such cash collateral.
Such cash collateral shall be applied to satisfy pro tanto the obligations of
Company for such Bankers' Acceptances as they mature and Administrative Agent is
hereby irrevocably directed by Company to apply any such cash collateral to such
maturing Bankers' Acceptances. Amounts held in such Collateral Account may not
be withdrawn by Company; however, interest on such deposited amounts shall be
for the account of Company and may be withdrawn by Company so long as no
Potential Event of Default or Event of Default is then continuing. If after
maturity of the Bankers' Acceptances for which such funds are held and
application by Administrative Agent of the amounts in such Collateral Accounts
to satisfy the obligations of Company hereunder with respect to the Bankers'
Acceptances being repaid, any excess remains, such excess shall be promptly paid
by Administrative Agent to Company so long as no Potential Event of Default or
Event of Default is then continuing.

     F. Collateralization of Letters of Credit. With respect to funding the cash
collateralization of unexpired Letters of Credit to the extent required
hereunder (it being acknowledged that any requirement to pay or prepay or
collateralize Letters of Credit prior to their expiry date shall be construed as
a requirement to provide cash collateral under this provision), it is agreed
that Company shall provide for the funding of such unexpired Letters of Credit
by paying to and depositing with the Administrative Agent for the benefit of the
Issuing Lender cash collateral for each such unexpired Letter of Credit; such
cash collateral deposited by Company shall be held by the Administrative Agent
for the benefit of the Issuing Lender in the Collateral Account with interest to
be credited to Company at rates prevailing at the time of deposit for similar
accounts with the Administrative Agent. Such Collateral Account shall be held by
Administrative Agent as security for the obligations of Company in relation to
such Letters of Credit and the security of the Administrative Agent and Issuing
Lender thereby created in such cash collateral shall rank in priority to all
other Liens and adverse claims against such cash collateral. Such cash
collateral shall be applied to satisfy the obligations of Company for

                                                                              54



such Letters of Credit as payments are made thereunder and the Issuing Lender is
hereby irrevocably directed by Company to so apply any such cash collateral.
Amounts held in such Collateral Account may not be withdrawn by Company;
however, interest on such deposited amounts shall be for the account of Company
and may be withdrawn by Company so long as no Potential Event of Default or
Event of Default is then continuing. If after expiry of the Letters of Credit
for which such funds are held and application by the Administrative Agent and
Issuing Lender of the amounts in such Collateral Account to satisfy the
obligations of Company hereunder with respect to the Letters of Credit being
repaid, any excess remains, such excess shall be promptly paid by Administrative
Agent to Company so long as no Potential Event of Default or Event of Default is
then continuing.

     G. Application of Proceeds after Event of Default. Upon the occurrence and
during the continuance of an Event of Default, if requested by Requisite Lenders
(a) all payments received on account of the Obligations, whether from Company,
from any Subsidiary Guarantor or otherwise, shall be applied by Administrative
Agent against the Obligations and (b) all proceeds received by Administrative
Agent in respect of any sale of, collection from, or other realization upon, all
or any part of the Collateral under any Collateral Document may, in the
discretion of Administrative Agent, be held by Administrative Agent as
Collateral for, and/or (then or at any time thereafter) applied in full or in
part by Administrative Agent against, the applicable Obligations and Secured
Swap Obligations, in each case in the following order of priority:

          (i) to the payment of all costs and expenses of such sale, collection
     or other realization, all other expenses, liabilities and advances made or
     incurred by Administrative Agent in connection therewith, and all amounts
     for which Administrative Agent is entitled to compensation (including the
     fees described in subsection 2.3), reimbursement and indemnification under
     any Loan Document and all advances made by Administrative Agent thereunder
     for the account of the applicable Loan Party, and to the payment of all
     costs and expenses paid or incurred by Administrative Agent in connection
     with the Loan Documents, all in accordance with subsections 11.4, 12.2 and
     12.3 and the other terms of this Agreement and the Loan Documents;

          (ii) thereafter, to the payment of all other Obligations (including
     the cash collateralization of outstanding Letters of Credit) and the
     obligations under Secured Swap Obligations for the ratable benefit of the
     holders thereof (subject, in the case of amounts to be applied to the
     Obligations, to the provisions of subsection 2.4C(ii) hereof); and

          (iii) thereafter, to the payment to or upon the order of such Loan
     Party or to whosoever may be lawfully entitled to receive the same or as a
     court of competent jurisdiction may direct.

     2.5 Use of Proceeds.

     A. Term Loans. On the Closing Date the proceeds of the Term Loans and the
proceeds of the debt and equity capitalization of Company described in
subsection 6.1O(iii),

                                                                              55



shall be loaned by Company to Acquisition Co., and Acquisition Co. shall apply
the aggregate amount of such proceeds to fund the Acquisition Financing
Requirements.

     B. Revolving Loans; Swing Line Loans. The proceeds of any other Revolving
Loans shall be applied by Company for working capital and other general
corporate purposes, which may include the making of intercompany loans to any of
Company's wholly-owned Subsidiaries, in accordance with subsection 9.3, for
their own general corporate purposes.

     2.6 Increased Costs; Taxes; Capital Adequacy; Change in Law; Illegality.

     A. Taxes. Company shall make all payments required hereunder, whether by
way of principal, interest or otherwise, without regard to any defence,
counterclaim or right of set-off available to Company and without withholding
any Taxes (for the purposes of this subclause 2.6A, "Taxes" shall not include
Taxes on such Lender's overall income, and franchise taxes). If Company is
required by Applicable Law to deduct any withholding Taxes from or in respect of
any amounts payable under this Agreement (i) the amounts payable by Company
hereunder will be increased by the amount necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.6A) Administrative Agent and the Lenders will receive an
amount equal to the sum they would have received had no such deductions been
made, (ii) Company will make such deductions, and (iii) Company will pay the
full amount deducted to the relevant taxing authority or other Governmental
Authority in accordance with Applicable Law. Notwithstanding the foregoing,
unless a Person becomes a Lender as a result of an assignment of Loans at a time
when an Event of Default has occurred and is continuing, Company shall have no
obligation to gross-up for Taxes withheld or paid solely because such Lender is
a non-resident of Canada within the meaning of the Income Tax Act, unless
Company otherwise agrees in writing to do so.

     B. Capital Adequacy Adjustment. If any Lender shall have determined, acting
reasonably, that the adoption, effectiveness, phase-in or applicability after
the date hereof of any law, rule or regulation (or any provision thereof)
regarding capital adequacy, or any change therein or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, has or would have
the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within 10 Business Days after receipt by Company from
such Lender of the statement referred to in subsection 2.7, Company shall pay to
such Lender such additional amount or amounts as will compensate such Lender or
such controlling corporation on an after-tax basis for such reduction.

                                                                              56



     C. Market for Bankers' Acceptances. In the event that at any time
subsequent to the giving of a Notice of Borrowing or Notice of
Conversion/Rollover to Administrative Agent by Company with regard to any
requested Bankers' Acceptances, but before the date of the borrowing, Rollover
or Conversion, as the case may be, the Administrative Agent makes a
determination, which shall be conclusive and binding upon Company, absent
manifest error, that there no longer exists an active market for Bankers'
Acceptances accepted by the Lenders then:

          (i) the right of Company to request Bankers' Acceptances or BA
     Equivalent Advances from any Lender shall be suspended until Administrative
     Agent determines that the circumstances causing such suspension no longer
     exist, and so notifies Company;

          (ii) any outstanding Notice of Borrowing requesting a Loan by way of
     Bankers' Acceptances or BA Equivalent Advances shall (unless revoked by
     Company before the Funding Date) be deemed to be a Notice of Borrowing
     requesting a Loan by way of Prime Rate Loans in the amount specified in the
     original Notice of Borrowing;

          (iii) any outstanding Notice of Conversion/Rollover requesting a
     Conversion of a Prime Rate Loan into Bankers' Acceptances or BA Equivalent
     Advances shall be deemed to be revoked; and

          (iv) any outstanding Notice of Conversion/Rollover requesting a
     Rollover of Bankers' Acceptances or BA Equivalent Advances shall (unless
     revoked by Company before the Funding Date) be deemed to be a Notice of
     Conversion/Rollover requesting a Conversion of such Loans into Prime Rate
     Loans.

The Agent shall promptly notify Company and the Lenders of any suspension of
Company's right to request Bankers' Acceptances or BA Equivalent Advances and of
any termination of any such suspension.

     D. Change in Law. If, after the date hereof, the adoption of any Applicable
Law, regulation, treaty or official directive (whether or not having the force
of law) or any change therein or in the interpretation or application thereof by
any court or by any Governmental Authority or any other entity charged with the
interpretation or administration thereof or compliance by a Lender with any
request or direction (whether or not having the force of law) of any such
authority or entity hereafter:

          (i) subjects such Lender to, or causes the withdrawal or termination
     of a previously granted exemption with respect to, any Taxes (for the
     purposes of this subclause 2.6D, "Taxes" shall not include Taxes on such
     Lender's overall income, and franchise taxes), or changes the basis of
     taxation of payments due to such Lender, or increases any existing Taxes on
     payments of principal, interest or other amounts payable by Company to such
     Lender under this Agreement;

          (ii) imposes, modifies or deems applicable any reserve, liquidity,
     special deposit, regulatory or similar requirement against assets or
     liabilities held by, or deposits in or for the account of, or loans by such
     Lender, or any acquisition of funds for loans or

                                                                              57



     commitments to fund loans or obligations in respect of undrawn, committed
     lines of credit or in respect of Bankers' Acceptances accepted by such
     Lender;

          (iii) imposes on such Lender or requires there to be maintained by
     such Lender any capital adequacy or additional capital requirements
     (including a requirement which affects such Lender's allocation of capital
     resources to its obligations) in respect of any Loan, Letter of Credit or
     obligation of such Lender hereunder, or any other condition with respect to
     this Agreement; or

          (iv) directly or indirectly affects the cost to such Lender of making
     available, funding or maintaining any Loan, or issuing or participating in
     any Letter of Credit or otherwise imposes on such Lender any other
     condition or requirement affecting this Agreement or any Loan or any
     obligation of such Lender hereunder;

and the result of (i), (ii), (iii) or (iv) above, in the sole determination of
such Lender acting in good faith, is:

               (a) to increase the cost to such Lender of performing its
               obligations hereunder with respect to any Loan or Letter of
               Credit;

               (b) to reduce any amount received or receivable by such Lender
               hereunder or its effective return hereunder or on its capital in
               respect of any Loan, Letter of Credit or any Commitment; or

               (c) to cause such Lender to make any payment with respect to or
               to forego any return on or calculated by reference to, any amount
               received or receivable by such Lender hereunder with respect to
               any Loan, Letter of Credit or any Commitment;

such Lender shall determine that amount of money which shall compensate the
Lender for such increase in cost, payments to be made or reduction in income or
return or interest foregone (herein referred to as "Additional Compensation").
Upon a Lender having determined that it is entitled to Additional Compensation
in accordance with the provisions of this Section, the Lender shall promptly so
notify Company and Administrative Agent. The relevant Lender shall provide
Company and Administrative Agent with a photocopy of the relevant law, rule,
guideline, regulation, treaty or official directive (or, if it is impracticable
to provide a photocopy, a written summary of the same) and a certificate of a
duly authorized officer of such Lender setting forth the Additional Compensation
and the basis of calculation therefor, which shall be conclusive evidence of
such Additional Compensation in the absence of manifest error. Company shall pay
to such Lender within 10 Business Days of the giving of such notice such
Lender's Additional Compensation. Each of the Lenders shall be entitled to be
paid such Additional Compensation from time to time to the extent that the
provisions of this Section are then applicable notwithstanding that any Lender
has previously been paid any Additional Compensation.

                                                                              58



          Each Lender agrees that it will not claim Additional Compensation from
Company under this subsection 2.6D if it is not generally claiming similar
compensation from its other customers in similar circumstances or in respect of
a period greater than 90 days prior to notification of such claim unless, in the
latter case, the adopted change or other event or circumstance giving rise to
such claim for Additional Compensation is retroactive in effect.

     2.7 Statement of Lenders; Obligation of Lenders to Mitigate.

     A. Statements. Each Lender claiming compensation or reimbursement pursuant
to subsection 2.6 or 2.7B shall deliver to Company (with a copy to
Administrative Agent) a written statement, setting forth in reasonable detail
the basis of the calculation of such compensation or reimbursement, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

     B. Mitigation. Each Lender and Issuing Lender agrees that, as promptly as
practicable after the officer of such Lender or Issuing Lender responsible for
administering the Loans or Letters of Credit of such Lender or Issuing Lender,
as the case may be, becomes aware of the occurrence of an event or the existence
of a condition that would entitle such Lender or Issuing Lender to receive
payments under subsections 2.6 or 2.9, use reasonable efforts to make, issue,
fund or maintain the Commitments of such Lender or Loans or Letters of Credit of
such Lender or Issuing Lender through another lending or letter of credit office
of such Lender or Issuing Lender, if (i) as a result thereof the additional
amounts which would otherwise be required to be paid to such Lender or Issuing
Lender pursuant to subsection 2.6 or 2.9 would be materially reduced, and (ii)
as determined by such Lender or Issuing Lender, acting reasonably, such action
would not otherwise be disadvantageous to such Lender or Issuing Lender,
provided that such Lender or Issuing Lender will not be obligated to utilize
such other lending or letter of credit office pursuant to this subclause 2.7B
unless Company agrees to pay all incremental expenses incurred by such Lender or
Issuing Lender as a result of utilizing such other lending or letter of credit
office in connection with such Loans or Letters of Credit as described above.

     2.8 Replacement of a Lender.

          If Company receives a statement of amounts due pursuant to subsection
2.7A from a Lender, a Revolving Lender defaults in its obligations to fund a
Revolving Loan pursuant to this Agreement, a Lender (a "Non-Consenting Lender")
refuses to consent to an amendment, modification or waiver of this Agreement
that, pursuant to subsection 12.6, requires consent of 100% of the Lenders or
100% of the Lenders with Obligations directly affected, or a Lender has,
pursuant to subsection 2.9, declared its obligations under this Agreement with
respect to certain Loans to be terminated (any such Lender, a "Subject Lender"),
so long as (i) no Potential Event of Default or Event of Default shall have
occurred and be continuing and Company has obtained a commitment from another
Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and
assume the Subject Lender's Commitments and all other obligations of the Subject
Lender hereunder, (ii) such Lender is not an Issuing Lender with respect to any
Letters of Credit outstanding (unless all such Letters of Credit are terminated
or arrangements acceptable to such Issuing Lender (such as a "back-to-back"
letter of credit) are made) and (iii), if applicable, the Subject Lender is
unwilling to withdraw the notice delivered to Company

                                                                              59



pursuant to subsection 2.7 and/or is unwilling to remedy its default upon 10
days prior written notice to the Subject Lender and Administrative Agent and/or
is unwilling to approve the applicable amendment, modification or waiver upon 5
days prior written notice to the Subject Lender and Administrative Agent,
Company may require the Subject Lender to assign all of its Loans and
Commitments to such other Lender, Lenders, Eligible Assignee or Eligible
Assignees pursuant to the provisions of subsection 12.1B, provided that, prior
to or concurrently with such replacement, (1) the Subject Lender shall have
received payment in full of all principal, interest, fees and other amounts
(including all amounts under subsections 2.6 and/or 2.7B (if applicable))
through such date of replacement and a release from its obligations under the
Loan Documents, (2) the processing fee required to be paid by subsection
12.1B(i) shall have been paid to Administrative Agent, (3) all of the
requirements for such assignment contained in subsection 12.1B including the
consent of Administrative Agent (if required) and the receipt by Administrative
Agent of an executed Assignment Agreement and other supporting documents, have
been fulfilled, and (4) in the event such Subject Lender is a Non-Consenting
Lender, each assignee shall consent, at the time of such assignment, to each
matter in respect of which such Subject Lender was a Non-Consenting Lender and
Company also requires each other Subject Lender that is a Non-Consenting Lender
to assign its Loans and Commitments.

     2.9 Illegality.

          If a Lender determines, in good faith, that the adoption of any
Applicable Law, regulation, treaty or official directive (whether or not having
the force of law) or any change therein or in the interpretation or application
thereof by any court or by any Governmental Authority or any other entity
charged with the interpretation or administration thereof or compliance by a
Lender with any request or direction (whether or not having the force of law) of
any such authority or entity, now or hereafter makes it unlawful or impossible
for any Lender to make, fund or maintain a Loan, issue a Letter of Credit or
maintain a Commitment, or to give effect to its obligations in respect of such a
Loan, Commitment or a Letter of Credit, such Lender may, by written notice
thereof to Company and to Administrative Agent (which shall include in
reasonable detail an explanation of its determination) declare its obligations
under this Agreement in respect of such Loan, Letter of Credit or Commitment to
be terminated whereupon the same shall, subject to subsection 2.7B, forthwith
terminate, and Company shall, subject to subsection 2.7B, within the time
required by such law (or at the end of such longer period as such Lender at its
discretion has agreed), either effect a Conversion of such Loan in accordance
with the provisions hereof (if such Conversion would resolve the unlawfulness or
impossibility) or prepay the principal of such Loan, and collateralize such
Letter of Credit, and pay accrued interest, such Additional Compensation as may
be applicable with respect to such Loan to the date of such payment. If any such
change shall only affect a portion of such Lender's obligations under this
Agreement which is, in the opinion of such Lender and Administrative Agent,
severable from the remainder of this Agreement so that the remainder of this
Agreement may be continued in full force and effect without otherwise affecting
any of the obligations of Administrative Agent, the other Lenders or Company
hereunder, such Lender shall only declare its obligations under that portion so
terminated.

                                                                              60



Section 3. BANKERS' ACCEPTANCES

     3.1  Acceptance of Bankers' Acceptances; Form and Execution.

     A. Bankers' Acceptances. Pursuant to subsection 2.1A, Company may request,
in accordance with the provisions of this subsection 3.1, from time to time
during the period from the Closing Date to but excluding the 30th day prior to
the Revolving Loan Commitment Termination Date (in the case of Lenders having a
Revolving Loan Commitment), and October 26, 2008 (in the case of Lenders having
a Term Loan Commitment), that the Lenders accept Bankers' Acceptances issued by
Company or make BA Equivalent Advances to Company. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of Company herein set forth, such Lenders shall accept such Bankers'
Acceptances, or make BA Equivalent Advances in lieu thereof, in accordance with
the provisions of this subsection 3.1, provided that:

          (i) Company shall not request that any Lender having a Term Loan
     Commitment accept such Bankers' Acceptances, or make BA Equivalent Advances
     (and no Lender shall do so), except

               (a) on the Closing Date to fund the advance of the Term Loan
               Commitment, if so requested in the Notice of Borrowing therefor,

               (b) as Rollovers of existing Bankers' Acceptances or BA
               Equivalent Advances,

               (c) as Conversions from Prime Rate Loans into Bankers'
               Acceptances or BA Equivalent Advances,

          in any case in subparagraph (b) or (c), involving no increase in
          borrowing under the Term Loan Commitment; and

               (d) Company shall not request that any Lender having a Revolving
               Loan Commitment accept such Bankers' Acceptances, or make BA
               Equivalent Advances (and no Lender shall do so) if, after giving
               effect to such issuance a Bankers' Acceptance or BA Equivalent
               Advance would have a term ending later than the Revolving Loan
               Commitment Termination Date.

     B. Applicable Provisions. The following provisions shall apply to each
Bankers' Acceptance hereunder:

          (i) the face amount at maturity of each draft drawn by Company to be
     accepted as a Bankers' Acceptance shall be Cdn. $100,000 and integral
     multiples thereof;

          (ii) each draft drawn by Company and presented for acceptance by a
     Lender shall be drawn on the standard form of such Lender in effect at the
     time, specifying the BA Interest Period, provided that Administrative Agent
     may require the Lenders to use a

                                                                              61



     generic form of Bankers' Acceptance, in a form satisfactory to each Lender,
     acting reasonably, provided by Administrative Agent for such purpose in
     place of the Lenders' own forms;

          (iii) subject to subparagraph 3.1B(iv), Bankers' Acceptances shall be
     signed by duly authorized officers of Company or, in the alternative, the
     signatures of such officers may be mechanically reproduced in facsimile
     thereon and Bankers' Acceptances bearing such facsimile signatures shall be
     binding on Company as if they had been manually executed and delivered by
     such officers on behalf of Company. Notwithstanding that any person whose
     manual or facsimile signature appears on any Bankers' Acceptance may no
     longer be an authorized signatory for Company on the date of issuance of a
     Bankers' Acceptance, such signature shall nevertheless be valid and
     sufficient for all purposes as if such authority had remained in force at
     the time of such issuance and any such Bankers' Acceptance shall be binding
     on Company; and

          (iv) in lieu of Company signing Bankers' Acceptances in accordance
     with subparagraph 3.1B(iii), and, for so long as the power of attorney in
     subparagraph 3.2A is in force with respect to a given Lender, such Lender
     shall execute and deliver Bankers' Acceptances on behalf of Company in
     accordance with the provisions thereof and, for certainty, all references
     herein to drafts drawn by Company, Bankers' Acceptances executed by Company
     or similar expressions shall be deemed to include Bankers' Acceptances
     executed in accordance with a power of attorney, unless the context
     otherwise requires.

          If and for so long as the power of attorney referred to in subsection
3.2A is in force with respect to each Lender, it is intended that pursuant to
the DBNA, all Bankers' Acceptances accepted by the Lenders (other than Old
System Issuers) under this Agreement will be issued in the form of a "depository
bill" (as defined in the DBNA), and deposited with a Clearing House. In order to
give effect to the foregoing, Administrative Agent will, subject to the approval
of Company and the Lenders (other than Old System Issuers), establish and notify
Company and the Lenders of any additional procedures, consistent with the terms
of this Agreement and the DBNA, as are reasonably necessary to accomplish such
intention, including:

               (a) any instrument held by Administrative Agent for the purposes
          of Bankers' Acceptances will have marked prominently and legibly on
          its face and within its text, at or before the time of issue, the
          words "This is a depository bill subject to the Depository Bills and
          Notes Act (Canada)";

               (b) any reference to the authentication of the Bankers'
          Acceptance will be removed; and

               (c) any reference to the "bearer" will be removed and such
          Bankers' Acceptances will not be marked with any words prohibiting
          negotiation, transfer or assignment of it or of an interest in it.

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     3.2  Power of Attorney; Provision of Bankers' Acceptances to Lenders.

     A. Power of Attorney. As a condition precedent to each Lender's obligation
to accept Bankers' Acceptances hereunder, Company hereby appoints each Lender,
acting by any authorized signatory of the Lender in question, the attorney of
Company:

          (i) to sign for and on behalf and in the name of Company as drawer,
     drafts in such Lender's standard form which are depository bills as defined
     in the DBNA, payable to a Clearing House ;

          (ii) for drafts which are not depository bills, to sign for and on
     behalf and in the name of Company as drawer and to endorse on its behalf,
     Bankers' Acceptances drawn on the Lender payable to the order of such
     Lender;

          (iii) for BA Discount Notes, to sign for and on behalf and in the name
     of Company as drawer and to endorse on its behalf BA Discount Notes payable
     to the order of such Lender;

          (iv) to fill in the amount, date and maturity date of such Bankers'
     Acceptances (or BA Discount Notes as applicable); and

          (v) to deposit and/or deliver such Bankers' Acceptances which have
     been accepted by such Lender or such BA Discount Notes which are payable to
     the order of such Lender,

provided that such acts in each case are to be undertaken by the Lender in
question strictly in accordance with instructions given to such Lender by
Company as provided in this Section. For certainty, signatures of any authorized
signatory of a Lender may be mechanically reproduced in facsimile on Bankers'
Acceptances (or BA Discount Notes as applicable) in accordance herewith and such
facsimile signatures shall be binding and effective as if they had been manually
executed by such authorized signatory of such Lender.

          Instructions from Company to a Lender relating to the execution,
completion, endorsement, deposit and/or delivery by that Lender on behalf of
Company of Bankers' Acceptances (or BA Discount Notes as applicable) which
Company wishes to submit to the Lender for acceptance by the Lender shall be
communicated by Company in writing to Administrative Agent by delivery to
Administrative Agent of Notices of Borrowing and Notices of Conversion/
Rollover, as the case may be, in accordance with this Agreement which, in turn,
shall be communicated by Administrative Agent, on behalf of Company, to the
Lender.

          The communication in writing by Company, or on behalf of Company by
Administrative Agent, to the Lender of the instructions set out
in the Notices of Borrowing and Notice of Conversion/Rollover Notices referred
to above shall constitute (a) the authorization and instruction of Company to
the Lender to sign for and on behalf and in the name of Company as drawer the
requested Bankers' Acceptances (or BA Discount Notes as applicable) and to
complete and/or endorse Bankers' Acceptances (or BA Discount Notes as
applicable) in

                                       63



accordance with such information as set out above, and (b) the request of
Company to the Lender to accept such Bankers' Acceptances and deposit the same
with a Clearing House or deliver the same, as the case may be, in each case in
accordance with this Agreement and such instructions. Company acknowledges that
a Lender shall not be obligated to accept any such Bankers' Acceptances except
in accordance with the provisions of this Agreement.

          A Lender shall be and it is hereby authorized to act on behalf of
Company upon and in compliance with instructions communicated to that Lender as
provided herein if the Lender reasonably believes such instructions to be
genuine. If a Lender accepts Bankers' Acceptances pursuant to any such
instructions, that Lender shall confirm particulars of such instructions and
advise Administrative Agent that it has complied therewith by notice in writing
to Administrative Agent in accordance with the provisions hereof. A Lender's
actions in compliance with such instructions, confirmed and advised to
Administrative Agent by such notice, shall be prima facie evidence of having
been in accordance with the instructions of Company.

     B. Revocation. The power of attorney in subsection 3.2A may be revoked by
Company with respect to any particular Lender at any time upon not less than 5
Business Days' prior written notice served upon the Lender in question and
Administrative Agent, provided that no such revocation shall reduce, limit or
otherwise affect the obligations of Company in respect of any Bankers'
Acceptance (or BA Discount Note as applicable) executed, completed, endorsed,
deposited and/or delivered in accordance herewith prior to the time at which
such revocation becomes effective. If the power of attorney is so revoked with
respect to any Lender, Company shall, from time to time as required by the
applicable Lenders, provide to Administrative Agent for delivery to each such
Lender drafts drawn in blank by Company (pre-endorsed and otherwise in fully
negotiable form, if applicable) in quantities sufficient for each such Lender to
fulfill its obligations hereunder. Any such pre-signed drafts which are
delivered by Company to Administrative Agent or a Lender shall be held in
safekeeping by Administrative Agent or such Lender, as the case may be, with the
same degree of care as if they were Administrative Agent's or such Lender's
property, and shall only be dealt with by the Lenders and Administrative Agent
in accordance herewith. No Lender shall be responsible or liable for its failure
to make its share of any Bankers' Acceptances required hereunder if the cause of
such failure is, in whole or in part, due to the failure of Company to provide
such pre-signed drafts to Administrative Agent (for delivery to such Lender) on
a timely basis.

     C. Delivery of Drafts. By 11:00 a.m. (Toronto time) on the applicable
Funding Date, Conversion or Rollover date, Company shall (i) either deliver to
each Lender in Toronto, or, if previously delivered, be deemed to have
authorized each Lender to complete and accept, or (ii) where the power of
attorney in Section 3.2A is in force with respect to a Lender, be deemed to have
authorized each such Lender to sign on behalf of Company, complete and accept,
drafts drawn by Company on such Lender in a principal amount at maturity equal
to such Lender's share of the Bankers' Acceptances specified by Company in the
relevant Notice of Borrowing or Notice of Conversion/Rollover, as the case may
be, as notified to the Lenders by Administrative Agent.

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     3.3  Mechanics of Issuance.

     A. Apportionment. Upon receipt by Administrative Agent of a Notice of
Borrowing or Notice of Conversion/Rollover from Company requesting the issuance
of Bankers' Acceptances, Administrative Agent shall promptly notify the Lenders
thereof and advise each Lender of the aggregate face amount of Bankers'
Acceptances to be accepted and purchased by such Lender, the date of issue and
the BA Interest Period for such Loan; the apportionment among the Lenders of the
face amounts of Bankers' Acceptances to be accepted by each Lender shall be
determined by Administrative Agent by reference and in proportion to the
respective applicable Commitments of each Lender, provided that, when such
apportionment cannot be evenly made, Administrative Agent shall round
allocations amongst such Lenders consistent with Administrative Agent's normal
money market practices.

     B. Rate Determination. On each date for borrowing, Rollover or Conversion
involving the issuance of Bankers' Acceptances:

          (i) on or about 10:00 a.m. (Toronto time) on such date, Administrative
     Agent shall determine the CDOR Rate and shall obtain quotations from the
     Schedule II Reference Lenders in order to determine the BA Discount Rate
     then applicable to Bankers' Acceptances accepted by such Schedule II Lender
     and Schedule III Lender in respect of an issue of Bankers' Acceptances in a
     comparable amount and with comparable maturity to the Bankers' Acceptances
     proposed to be issued on such date;

          (ii) on or about 10:00 a.m. (Toronto time) on such date,
     Administrative Agent shall determine the BA Discount Rate applicable to
     each Lender and shall advise each Lender of the BA Discount Rate applicable
     to it;

          (iii) each Lender shall complete and accept, in accordance with the
     Notice of Borrowing or Notice of Conversion/Rollover delivered by Company
     and advised by Administrative Agent in connection with such issue, its
     share of the Bankers' Acceptances to be issued on such date and shall
     purchase such Bankers' Acceptances for its own account at a purchase price
     which reflects the BA Discount Rate applicable to such issue; and

          (iv) in the case of a borrowing, each Lender shall, for same day value
     on the Funding Date, remit the BA Discount Proceeds or advance the BA
     Equivalent Advance, as the case may be, payable by such Lender (net of the
     stamping fee payable to such Lender pursuant to Section 3.9) to
     Administrative Agent for the account of Company; Administrative Agent shall
     make such funds available to Company for same day value on such date.

     C. Resale. Each Lender may at any time and from time to time hold, sell,
rediscount or otherwise dispose of any or all Bankers' Acceptances accepted and
purchased by it for its own account.

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     3.4  Rollover of Bankers' Acceptances.

          In order to satisfy the liability of Company to a Lender for the face
amount of maturing Bankers' Acceptances accepted by such Lender, such Lender
shall receive and retain for its own account the BA Discount Proceeds of new
Bankers' Acceptances issued on a Rollover, and Company shall on the maturity
date of the Bankers' Acceptances being rolled over pay to Administrative Agent
for the account of the Lenders an amount equal to the difference between the
face amount of the maturing Bankers' Acceptances and the BA Discount Proceeds
from the new Bankers' Acceptances, together with the stamping fees to which the
Lenders are entitled pursuant to Section 3.9.

     3.5  Conversion into Bankers' Acceptances.

          In respect of Conversions into Bankers' Acceptances, in order to
satisfy the liability of Company to the Lenders for the amount of the converted
Loan, each Lender shall receive and retain for its own account the BA Discount
Proceeds of the Bankers' Acceptances issued upon such Conversion, and Company
shall on the date for Conversion pay to Administrative Agent for the account of
the Lenders an amount equal to the difference between the principal amount of
the converted Loan and the aggregate BA Discount Proceeds from the Bankers'
Acceptances issued on such Conversion, together with the stamping fees to which
the Lenders are entitled pursuant to Section 3.9.

     3.6  Conversion from Bankers' Acceptances.

          In order to satisfy the liability of Company to the Lenders for an
amount equal to the aggregate face amount of the maturing Bankers' Acceptances
converted to another type of Loan, Administrative Agent shall record the
obligation of Company to the Lenders as a Loan of the type into which such
continuing liability has been converted.

     3.7  BA Equivalent Advances.

          Notwithstanding the foregoing provisions of this Article, a
Non-Acceptance Lender shall, in lieu of accepting Bankers' Acceptances, make a
BA Equivalent Advance. The amount of each BA Equivalent Advance shall be equal
to the BA Discount Proceeds which would be realized from a hypothetical sale of
those Bankers' Acceptances which, but for this Section, such Lender would
otherwise be required to accept as part of such a borrowing, Conversion or
Rollover of Bankers' Acceptances. To determine the amount of such BA Discount
Proceeds, the hypothetical sale shall be deemed to take place at the BA Discount
Rate for such Loan. Any BA Equivalent Advance shall be made on the relevant
Funding Date, or Rollover or Conversion date as the case may be and shall remain
outstanding for the term of the relevant Bankers' Acceptances. Concurrent with
the making of a BA Equivalent Advance, a Non-Acceptance Lender shall be entitled
to deduct therefrom an amount equal to the stamping fee which, but for this
Section, such Lender would otherwise be entitled to receive as part of such
Loan. Upon the maturity date for such Bankers' Acceptances, Company shall pay to
each Non-Acceptance Lender an amount equal to the face amount of the Bankers'
Acceptances which such Lender would have accepted as part of such Loan if it was
not a Non-Acceptance Lender.

                                                                              66



          All references herein to "Loans" and "Bankers' Acceptances" shall,
unless otherwise expressly provided herein or unless the context otherwise
requires, be deemed to include BA Equivalent Advances made by a Non-Acceptance
Lender as part of a borrowing, Conversion or Rollover of Bankers' Acceptances.

     3.8  Termination of Bankers' Acceptances.

          If at any time a Lender ceases to accept Bankers' Acceptances in the
ordinary course of its business, such Lender shall be deemed to be a
Non-Acceptance Lender and shall make BA Equivalent Advances in lieu of accepting
Bankers' Acceptances under this Agreement.

     3.9  Stamping Fees.

          Upon the acceptance by a Lender of a Bankers' Acceptance, Company
shall pay to Administrative Agent for the account of such Lender a stamping fee
in Cdn. Dollars equal to 3.0% per annum calculated on the principal amount at
maturity of such Bankers' Acceptance and BA Equivalent Advances and for the
period of time from and including the date of acceptance or advance to but
excluding the maturity date of such Bankers' Acceptance or BA Equivalent Advance
and calculated on the basis of the number of days elapsed in a year of 365 days.

Section 4. LETTERS OF CREDIT

     4.1  Issuance of Letters of Credit and Lenders' Purchase of Participations
          Therein.

     A. Letters of Credit. In addition to Company requesting that Lenders make
Loans by way of Prime Rate Loans and Bankers' Acceptances pursuant to subsection
2.1A, Company may request, in accordance with the provisions of this subsection
4.1, from time to time during the period from the Closing Date to but excluding
the 30th day prior to the Revolving Loan Commitment Termination Date, that a
Revolving Lender issue Letters of Credit for the account of Company for the
purposes specified in the definition of Letters of Credit. Subject to the terms
and conditions of this Agreement and in reliance upon the representations and
warranties of Company herein set forth, any Lender may, but (except as provided
in subsection 4.1B(ii) in respect of the Fronting Bank) shall not be obligated
to, issue such Letters of Credit in accordance with the provisions of this
subsection 4.1, provided that Company shall not request that any Revolving
Lender issue (and no Revolving Lender shall issue):

          (i) any Letter of Credit if, after giving effect to such issuance, the
     Letter of Credit Usage would exceed Cdn. $30,000,000 minus the amount of
     any cash collateral provided by Company or its Subsidiaries pursuant to
     subsection 9.2A(iv) then held by or for the benefit of the providors of the
     Bonding Program as security therefor;

          (ii) any Letter of Credit having an expiration date later than the
     earlier of (a) 10 days prior to the Revolving Loan Commitment Termination
     Date and (b) the date which is one year from the date of issuance of such
     Letter of Credit, provided that the immediately preceding clause (b) shall
     not prevent any Issuing Lender from agreeing that

                                                                              67



     a Letter of Credit will automatically be extended for one or more
     successive periods not to exceed one year each unless such Issuing Lender
     elects not to extend for any such additional period; and provided further
     that such Issuing Lender shall not extend such Letter of Credit if it has
     knowledge that an Event of Default has occurred and is continuing (and has
     not been waived in accordance with subsection 12.6) at the time such
     Issuing Lender must elect whether or not to allow such extension; or

          (iii) any Letter of Credit issued for the purpose of supporting trade
     payables or indebtedness for borrowed money.

     B.   Mechanics of Issuance.

          (i) Request for Issuance. Whenever Company desires the issuance of a
     Letter of Credit, it shall deliver to Administrative Agent and the Fronting
     Bank a Request for Issuance no later than 12:00 noon (Toronto time) at
     least three Business Days, or such shorter period as may be agreed to by
     the Issuing Lender in any particular instance, in advance of the proposed
     date of issuance. The Issuing Lender, in its reasonable discretion, may
     require changes in the text of the proposed Letter of Credit or any
     documents described in or attached to the Request for Issuance, and may
     require an application and/or indemnity of Company in such Issuing Lender's
     customary form. In furtherance of the provisions of subsection 12.8, and
     not in limitation thereof, Company may submit Requests for Issuance by
     telefacsimile, and Administrative Agent and Issuing Lenders may rely and
     act upon any such Request for Issuance without receiving an original signed
     copy thereof. Unless the Issuing Lender otherwise agrees, no Letter of
     Credit shall require payment against a conforming demand for payment to be
     made thereunder on the same business day (under the laws of the
     jurisdiction in which the office of the Issuing Lender to which such demand
     for payment is required to be presented is located) that such demand for
     payment is presented if such presentation is made after 1:00 p.m. (in the
     time zone of such office of the Issuing Lender) on such business day.

               Company shall notify the applicable Issuing Lender (and
     Administrative Agent, if Administrative Agent is not such Issuing Lender)
     prior to the issuance of any Letter of Credit in the event that any of the
     matters to which Company is required to certify in the applicable Request
     for Issuance is no longer true and correct as of the proposed date of
     issuance of such Letter of Credit, and upon the issuance of any Letter of
     Credit, Company shall be deemed to have re-certified, as of the date of
     such issuance, as to the matters to which Company is required to certify in
     the applicable Request for Issuance.

          (ii) Determination of Issuing Lender. Upon receipt by Administrative
     Agent of a Request for Issuance pursuant to subsection 4.1B(i) requesting
     the issuance of a Letter of Credit, in the event Fronting Bank elects to
     issue such Letter of Credit, Administrative Agent shall promptly so notify
     Company, and Fronting Bank shall be the Issuing Lender with respect
     thereto. In the event that Fronting Bank, in its sole discretion, elects
     not to issue such Letter of Credit, Fronting Bank shall promptly so

                                                                              68



     notify Company and Administrative Agent, whereupon Company may request any
     other Revolving Lender to issue such Letter of Credit by delivering to such
     Revolving Lender a copy of the applicable Request for Issuance. Any
     Revolving Lender so requested to issue such Letter of Credit shall promptly
     notify Company, Fronting Bank and Administrative Agent whether or not, in
     its sole discretion, it has elected to issue such Letter of Credit, and any
     such Revolving Lender that so elects to issue such Letter of Credit shall
     be the Issuing Lender with respect thereto, provided that if more than one
     Revolving Lender so elects to issue such Letter of Credit, Company shall
     determine which Revolving Lender shall be the Issuing Lender.

               In the event that all other Revolving Lenders shall have declined
     to issue such Letter of Credit, notwithstanding the prior election of
     Fronting Bank not to issue such Letter of Credit, Fronting Bank shall be
     obligated to issue such Letter of Credit and shall be the Issuing Lender
     with respect thereto, notwithstanding the fact that the Letter of Credit
     Usage with respect to such Letter of Credit and with respect to all other
     Letters of Credit issued by Fronting Bank, when aggregated with Fronting
     Bank's outstanding Revolving Loans, may exceed Fronting Bank's Revolving
     Loan Commitment then in effect. If Fronting Bank has resigned as provided
     in subclause 11.5C and no successor Fronting Bank has been appointed at the
     time of a Request for Issuance, then each Revolving Lender shall issue or
     cause to be issued a Letter of Credit as to its own Pro Rata Share of each
     requested Letter of Credit, all of which taken together would aggregate the
     amount requested in the Request for Issuance.

          (iii) Issuance of Letter of Credit. Upon satisfaction or waiver (in
     accordance with subsection 12.6) of the conditions set forth in subsection
     6.3, the Issuing Lender shall issue the requested Letter of Credit in
     accordance with the Issuing Lender's standard operating procedures.

          (iv) Notification to Revolving Lenders. Upon the issuance of or
     amendment to any Letter of Credit, the applicable Issuing Lender shall
     promptly notify Administrative Agent and Company of such issuance or
     amendment in writing and such notice shall be accompanied by a copy of such
     Letter of Credit or amendment. Upon receipt of such notice (or, if
     Administrative Agent is the Issuing Lender, together with such notice),
     Administrative Agent shall notify each Revolving Lender in writing of such
     issuance or amendment and the amount of such Revolving Lender's respective
     participation in such Letter of Credit or amendment, and, if so requested
     by a Revolving Lender, Administrative Agent shall provide such Lender with
     a copy of such Letter of Credit or amendment.

     C. Revolving Lenders' Purchase of Participations in Letters of Credit.
Immediately upon the issuance of each Letter of Credit, each Revolving Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Letter of Credit and any drawings honored
thereunder in an amount equal to such Revolving Lender's Pro Rata Share of the
maximum amount that is or at any time may become available to be drawn
thereunder.

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     4.2  Letter of Credit Fees.

          Company agrees to pay the following amounts with respect to Letters of
Credit issued hereunder:

          (i) with respect to each Letter of Credit, (a) a fronting fee, payable
     directly to the applicable Issuing Lender for its own account, equal to the
     greater of (X) Cdn.$500 and (Y) 0.25% per annum of the daily amount
     available to be drawn under such Letter of Credit and (b) a letter of
     credit fee, payable to Administrative Agent for the account of Revolving
     Lenders, equal to 3.0% per annum plus, upon the occurrence and during the
     continuance of an Event of Default, 2% per annum, multiplied by the daily
     amount available to be drawn under such Letter of Credit, each such
     fronting fee or letter of credit fee to be payable in arrears up to and
     including each March 31, June 30, September 30 and December 31 of each year
     and computed on the basis of a 365-day year for the actual number of days
     elapsed, and payable on the first Business Day of the month immediately
     following each such quarter;

          (ii) with respect to the issuance, administration, amendment or
     transfer of each Letter of Credit and each payment of a drawing made
     thereunder (without duplication of the fees payable under clauses (i) and
     (ii) above), documentary and processing charges payable directly to the
     applicable Issuing Lender for its own account in accordance with such
     Issuing Lender's standard schedule for such charges in effect at the time.

For purposes of calculating any fees payable under clauses (i) and (ii) of this
subsection 4.2, the daily amount available to be drawn under any Letter of
Credit shall be determined as of the close of business on any date of
determination.

     4.3  Drawings and Reimbursement of Amounts Paid Under Letters of Credit

     A. Responsibility of Issuing Lender With Respect to Drawings. In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

     B. Reimbursement by Company of Amounts Paid Under Letters of Credit. In the
event an Issuing Lender has determined to honor a drawing under a Letter of
Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent, and Company shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the "Reimbursement Date") in an amount in Cdn. Dollars and in same day
funds equal to the amount of such payment, provided that, anything contained in
this Agreement to the contrary notwithstanding, unless Company shall have
notified Administrative Agent and such Issuing Lender prior to 11:00 a.m.
(Toronto time) on the date such drawing is honored that Company intends to
reimburse such Issuing Lender for the amount of such payment with funds other
than the proceeds of Revolving Loans:

                                                                              70



          (i) Company shall be deemed to have given a timely Notice of Borrowing
     to Administrative Agent requesting Revolving Lenders to make Revolving
     Loans that are Prime Rate Loans on the Reimbursement Date in an amount
     equal to the amount of such payment, and

          (ii) subject to satisfaction or waiver of the conditions specified in
     subsection 6.2 (other than 6.2A), Revolving Lenders shall, on the
     Reimbursement Date, make Revolving Loans that are Prime Rate Loans in the
     amount of such payment, the proceeds of which shall be applied directly by
     Administrative Agent to reimburse such Issuing Lender for the amount of
     such payment;

and provided, further that if for any reason proceeds of Revolving Loans are not
received by such Issuing Lender on the Reimbursement Date in an amount equal to
the amount of such payment, Company shall reimburse such Issuing Lender, on
demand, in an amount in same day funds equal to the excess of the amount of such
payment by Issuing Lender over the aggregate amount of such Revolving Loans, if
any, which are so received. Nothing in this subsection 4.3B shall be deemed to
relieve any Revolving Lender from its obligation to make Revolving Loans on the
terms and conditions set forth in this Agreement, and Company shall retain any
and all rights it may have against any Revolving Lender resulting from the
failure of such Revolving Lender to make such Revolving Loans under this
subsection 4.3B.

     C. Payment by Lenders of Unreimbursed Amounts Paid Under Letters of Credit.

          (i) Payment by Revolving Lenders. In the event that Company shall fail
     for any reason to reimburse any Issuing Lender as provided in subsection
     4.3B in an amount equal to the amount of any payment by such Issuing Lender
     under a Letter of Credit issued by it, such Issuing Lender shall promptly
     notify Administrative Agent, who shall promptly notify each Revolving
     Lender of the unreimbursed amount of such honored drawing and of such other
     Revolving Lender's respective participation therein based on such Revolving
     Lender's Pro Rata Share. Each Revolving Lender (other than such Issuing
     Lender) shall make available to Administrative Agent an amount equal to its
     respective participation, in Cdn. Dollars, in same day funds, at the
     Funding and Payment Office, not later than 12:00 noon (Toronto time) on the
     first Business Day after the date notified by Administrative Agent, and
     Administrative Agent shall make available to such Issuing Lender in Cdn.
     Dollars, in same day funds, at the office of such Issuing Lender on such
     Business Day the aggregate amount of the payments so received by
     Administrative Agent. In the event that any Revolving Lender fails to make
     available to Administrative Agent on such Business Day the amount of such
     Revolving Lender's participation in such Letter of Credit as provided in
     this subsection 4.3C, such Issuing Lender shall be entitled to recover such
     amount on demand from such Revolving Lender together with interest thereon
     at the rate customarily used by such Issuing Lender for the correction of
     errors among banks for three Business Days and thereafter at the Prime
     Rate. Nothing in this subsection 4.3C shall be deemed to prejudice the
     right of Administrative Agent to recover, for the benefit of Revolving
     Lenders, from any Issuing Lender any amounts made available to such Issuing
     Lender pursuant to this subsection

                                                                              71



     4.3C in the event that it is determined by the final judgment of a court of
     competent jurisdiction that the payment with respect to a Letter of Credit
     by such Issuing Lender in respect of which payments were made by Revolving
     Lenders constituted gross negligence or willful misconduct on the part of
     such Issuing Lender.

          (ii) Distribution to Lenders of Reimbursements Received From Company.
     In the event any Issuing Lender shall have been reimbursed by other
     Revolving Lenders pursuant to subsection 4.3C for all or any portion of any
     payment by such Issuing Lender under a Letter of Credit issued by it, and
     Administrative Agent or such Issuing Lender thereafter receives any
     payments from Company in reimbursement of such payment under the Letter of
     Credit, to the extent any such payment is received by such Issuing Lender,
     it shall distribute such payment to Administrative Agent, and
     Administrative Agent shall distribute to each other Revolving Lender that
     has paid all amounts payable by it under subsection 4.3C with respect to
     such payment such Revolving Lender's Pro Rata Share of all payments
     subsequently received by Administrative Agent or by such Issuing Lender
     from Company. Any such distribution shall be made to a Revolving Lender at
     the account specified in subsection 2.4C(iii).

     D.   Interest on Amounts Paid Under Letters of Credit.

          (i) Payment of Interest by Company. Company agrees to pay to
     Administrative Agent, with respect to payments under any Letters of Credit
     issued by any Issuing Lender, interest on the amount paid by such Issuing
     Lender in respect of each such payment from the date a drawing is honored
     to but excluding the date such amount is reimbursed by Company (including
     any such reimbursement out of the proceeds of Revolving Loans pursuant to
     subsection 4.3B) at a rate equal to (a) for the period from the date such
     drawing is honored to but excluding the Reimbursement Date, the rate then
     in effect under this Agreement with respect to Revolving Loans that are
     Prime Rate Loans, and (b) thereafter, a rate which is 2% per annum in
     excess of the rate of interest otherwise payable under this Agreement with
     respect to Revolving Loans that are Prime Rate Loans. Interest payable
     pursuant to this subsection 4.3D(i) shall be computed on the basis of a 365
     day year for the actual number of days elapsed in the period during which
     it accrues and shall be payable on demand or, if no demand is made, on the
     date on which the related drawing under a Letter of Credit is reimbursed in
     full.

          (ii) Distribution of Interest Payments by Administrative Agent.
     Promptly upon receipt by Administrative Agent of any payment of interest
     pursuant to subsection 4.3D(i) with respect to a payment under a Letter of
     Credit,

               (a) Administrative Agent shall distribute to (x) each Revolving
               Lender (including the Revolving Lender that paid such drawing)
               out of the interest received by Administrative Agent in respect
               of the period from the date such drawing is honored to but
               excluding the date on which the applicable Issuing Lender is
               reimbursed for the amount of such payment (including any such
               reimbursement out of the proceeds of Revolving Loans pursuant to
               subsection 4.3B), the amount that such Revolving

                                                                              72



               Lender would have been entitled to receive in respect of the
               letter of credit fee that would have been payable in respect of
               such Letter of Credit for such period pursuant to subsection 4.2
               if no drawing had been honored under such Letter of Credit, and
               (y) such Issuing Lender the amount, if any, remaining after
               payment of the amounts applied pursuant to clause (x), and

               (b) in the event such Issuing Lender shall have been reimbursed
               by other Revolving Lenders pursuant to subsection 4.3C(i) for all
               or any portion of such payment, Administrative Agent shall
               distribute to each Revolving Lender (including such Issuing
               Lender) that has paid all amounts payable by it under subsection
               4.3C(i) with respect to such payment such Revolving Lender's Pro
               Rata Share of any interest received by Administrative Agent in
               respect of that portion of such payment so made by Revolving
               Lenders for the period from the date on which such Issuing Lender
               was so reimbursed to but excluding the date on which such portion
               of such payment is reimbursed by Company.

Any such distribution shall be made to a Revolving Lender at the account
specified in subsection 2.4C(iii).

     4.4  Obligations Absolute.

          The obligation of Company to reimburse each Issuing Lender for
payments under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to subsection 4.3B and the obligations
of Revolving Lenders under subsection 4.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

          (i) any lack of validity or enforceability of any Letter of Credit;

          (ii) the existence of any claim, set-off, defense or other right which
     Company or any Lender may have at any time against a beneficiary or any
     transferee of any Letter of Credit (or any Persons for whom any such
     transferee may be acting), any Issuing Lender or other Revolving Lender or
     any other Person or, in the case of a Revolving Lender, against Company,
     whether in connection with this Agreement, the transactions contemplated
     herein or any unrelated transaction (including any underlying transaction
     between Company or one of its Subsidiaries and the beneficiary for which
     any Letter of Credit was procured);

          (iii) any draft or other document presented under any Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect;

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          (iv) payment by the applicable Issuing Lender under any Letter of
     Credit against presentation of a draft or other document which does not
     substantially comply with the terms of such Letter of Credit;

          (v) any adverse change in the business, operations, properties,
     assets, condition (financial or otherwise) or prospects of Company or any
     of its Subsidiaries;

          (vi) any breach of this Agreement or any other Loan Document by any
     party thereto;

          (vii) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing; or

          (viii) the fact that an Event of Default or a Potential Event of
     Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

     4.5  Nature of Issuing Lenders' Duties.

          As between Company and any Issuing Lender, Company assumes all risks
of the acts and omissions of, or misuse of the Letters of Credit issued by such
Issuing Lender by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, such Issuing Lender shall
not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary of any such Letter of Credit to comply
fully with any conditions required in order to draw upon such Letter of Credit;
(iv) errors, omissions, interruptions or delays in transmission or delivery of
any messages, by mail, cable, telegraph, telex or otherwise, whether or not they
be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of such Issuing Lender, including any act or
omission by a Governmental Authority, and none of the above shall affect or
impair, or prevent the vesting of, any of such Issuing Lender's rights or powers
hereunder.

          In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 4.5, any action
taken or omitted by any Issuing

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Lender under or in connection with the Letters of Credit issued by it or any
documents and certificates delivered thereunder, if taken or omitted in good
faith, shall not put such Issuing Lender under any resulting liability to
Company.

          Notwithstanding anything to the contrary contained in this subsection
4.5, Company shall retain any and all rights it may have against any Issuing
Lender for any liability arising solely out of the gross negligence or willful
misconduct of such Issuing Lender, as determined by a final judgment of a court
of competent jurisdiction.

Section 5. SECURITY

     5.1  Collateral Documents.

          As continuing collateral security for the Obligations and the Secured
Swap Obligations, Company shall deliver to Administrative Agent on behalf of the
Lenders and the Swap Lenders the following Loan Documents on or before the
Closing Date (unless expressly indicated otherwise):

          (i) the Holdings Guarantee;

          (ii) the Subsidiary Guarantee executed by, or joined in by,
     Acquisition Co. and NACG (prior to the Amalgamation), and each other
     Subsidiary Guarantor;

          (iii) a Debenture issued by Company, by Acquisition Co. and NACG
     (prior to the Amalgamation), and by each other Subsidiary Guarantor,
     together with a Deposit Instrument in respect of each;

          (iv) the Holdings Pledge Agreement in respect of all issued and
     outstanding stock of Company;

          (v) the Company Pledge Agreement in respect of all issued and
     outstanding stock of Acquisition Co. and Finance Co.;

          (vi) a Subsidiary Pledge Agreement executed by Acquisition Co. in
     respect of all issued and outstanding stock of NACG;

          (vii) a Subsidiary Pledge Agreement executed by NACG in respect of all
     issued and outstanding stock of its directly held Subsidiaries;

          (viii) a guarantee by Company of Secured Swap Obligations of
     Subsidiary Guarantors; and

          (ix) following Closing, from time to time, all other Collateral
     Documents hereafter provided as collateral security for the Obligations and
     the Secured Swap Obligations in accordance with the provisions of this
     Agreement, including pursuant to subsection 8.9.

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          Upon consummation of the Amalgamation, Amalco shall (for certainty)
forthwith confirm, as its continuing liability, all obligations of Acquisition
Co. and NACG (as the amalgamating corporations) under the Subsidiary Guarantees
and Collateral Documents executed by Acquisition Co. and NACG as aforesaid, and
any other Loan Documents executed by them, and that the property of each of
Acquisition Co. and NACG immediately prior to the Amalgamation continues to be
subject to the Liens created by the Collateral Documents. In addition, Company
shall, upon consummation of the Amalgamation, forthwith deliver to the
Administration Agent the certificates representing all Capital Stock of Amalco,
and shall cause Amalco to execute an addition agreement to the Company Pledge
Agreement in its capacity as a corporation whose shares are subject to such
pledge, with the intent and effect that all issued and outstanding stock of
Amalco shall continue to be pledged to Administrative Agent pursuant to the
Company Pledge Agreement.

     5.2  Registration.

          Company shall, at its expense, and upon consultation with
Administrative Agent, register, file or record the Collateral Documents in all
offices where such registration, filing or recording is necessary or of
advantage to the creation, perfection and preservation of the security
applicable to it, provided that:

          (i) registration against specific real property interests need only be
     effected against those parcels identified in Schedule 7.5B, and

          (ii) registration against specific vehicles or other equipment
     (security in respect of which can be registered in a personal property
     registry by way of serial number) need only be effected against those items
     identified in Schedule 7.5C;

until Administrative Agent, at the direction of the Requisite Lenders otherwise
requests, which they may do at any time and from time to time.

          Company shall, in consultation with Administrative Agent, amend and
renew such registrations, filings and recordings from time to time as and when
required to keep them in full force and effect or to preserve the priority
established by any prior registration, filing or recording thereof.

          To facilitate such ongoing perfection of the Collateral Documents,
Company shall promptly notify Administrative Agent of:

               (a) any change in the location of Company's or any Subsidiary's
               Guarantor's chief executive office,

               (b) any acquisition (whether by purchase, lease or otherwise) of
               any property or assets which are intended to be used or kept
               outside of Alberta, British Columbia, Saskatchewan, Manitoba,
               Northwest Territories and Yukon Territory by Company or any
               Subsidiary Guarantor,

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               (c) any individual real properties, or any vehicles or other
               equipment, security in respect of which can be registered in a
               personal property registry by way of serial number (but that is
               not already subject to a specific registration as provided in
               this subsection 5.2), in which Company or its Subsidiaries has an
               interest, where any such asset has a fair market value in excess
               of Cdn.$2,000,000, in the case of real property interests, or in
               excess of Cdn.$1,250,000, in the case of such vehicles or other
               equipment, and

               (d) any of Company or Subsidiary Guarantor acquiring (whether by
               purchase, lease or otherwise) an interest in individual real
               properties, or in vehicles or other equipment, security in
               respect of which can be registered in a personal property
               registry by way of serial number, and where any such asset has a
               fair market value in excess of Cdn.$2,000,000, in the case of
               real property interests, or in excess of Cdn.$1,250,000, in the
               case of such vehicles or other equipment.

          Company shall, at its expense, register, file or record the Collateral
Documents in all offices where such registration, filing or recording is
necessary or of advantage to the creation, perfection and preserving of the
security applicable to any interests that are the subject of clauses (c) and (d)
above.

     5.3  Sharing Collateral Documents.

          Company and the Lenders agree and acknowledge that the Collateral
Documents are being held by Administrative Agent to secure the Obligations and
the Secured Swap Obligations on a pari passu basis. For purposes of the above
sentence, pari passu basis means:

          (i) with respect to the Lenders (other than the Issuing Lender),
     proportional between (a) the Obligations owed to Lenders having Revolving
     Loan Exposure and the Obligations owed to Lenders having Term Loan
     Exposure, and (b) the aggregate of the Obligations plus the Secured Swap
     Obligations;

          (ii) with respect to each Issuing Lender, proportional between (a) the
     Obligations to it on account of Letter of Credit Usage, and (b) the
     aggregate of the Obligations plus the Secured Swap Obligations; and

          (iii) with respect to the Swap Lenders, proportional between (a) the
     Secured Swap Obligations and (b) the aggregate of the Obligations plus the
     Secured Swap Obligations.

          The Swap Lenders, as amongst themselves, will share their pro rata
allocation of the Collateral Documents, as determined in paragraph (iii) above,
based on a pro rata allocation of the aggregate outstanding Secured Swap
Obligations (determined, if netting is legally available to a Swap Lender, on a
net basis) owing to each Swap Lender.

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          If requested by any of Administrative Agent, the Requisite Lenders, an
Issuing Lender or any Swap Lender, then each of Administrative Agent and the
Swap Lenders will enter into such further intercreditor agreements and
assurances as may be reasonably requested to further evidence the sharing
provisions of this subsection. The parties hereto agree, and such further
agreements shall confirm, that Swap Lenders shall be entitled to share in the
proceeds of realization as aforesaid, but shall have no vote in respect of
amounts owed to them, and shall not have the right to initiate the enforcement
of, or participate in any decisions in respect of the enforcement of, any of the
Loan Documents unless and until there is no Term Loan Exposure and no Revolving
Loan Exposure, and this Agreement has been terminated.

     5.4  Form of Collateral Documents.

          If Administrative Agent, acting reasonably, determines at any time and
from time to time that the form and nature of the then existing Collateral
Documents is deficient in any way or does not fully provide Administrative Agent
and the Lenders and the Swap Lenders with the security and priority to which
each is entitled hereunder, Company will forthwith execute and deliver or cause
to be executed and delivered to Administrative Agent, at Company's expense, such
amendments to the Collateral Documents or provide such new security as
Administrative Agent may reasonably request.

          The forms of Collateral Documents shall have been or be prepared based
upon the laws Alberta and other Applicable Laws in effect at the date hereof.
Administrative Agent shall have the right to require that:

          (i) any such Collateral Documents be amended to reflect any changes in
     such laws, whether arising as a result of statutory amendments, court
     decisions or otherwise, in order to confer upon Administrative Agent the
     Collateral Documents intended to be created thereby, and

          (ii) Company and the Subsidiary Guarantors execute and deliver to
     Administrative Agent such other and further debentures, mortgages, trust
     deeds, assignments and security agreements as may be reasonably required to
     ensure Administrative Agent and the Lenders have and hold Liens on and
     against all of the property and assets of Company and the Subsidiary
     Guarantors.

     5.5  After-Acquired Property.

          All property acquired by or on behalf of Company or a Subsidiary
Guarantor after the date of execution of the Collateral Documents (hereinafter
collectively referred to as "After-Acquired Property"), will be subject to the
charges and security interests of the Debentures, without any further
conveyance, mortgage, pledge, charge, assignment or other act on the part of
such parties. Without limiting the effect of the preceding sentence, Company
will from time to time execute and deliver, or cause to be executed and
delivered, and in consultation with Administrative Agent will cause to be
registered, all at Company's expense, such instruments supplemental to the
Collateral Documents, in form and substance satisfactory to Administrative
Agent, acting reasonably, as may be necessary or desirable to ensure that the
Collateral

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Documents as amended and supplemented constitute in favour of Administrative
Agent and the Lenders and the Swap Lenders a valid Lien over such After-Acquired
Property as required hereunder.

     5.6  Continuing Collateral Documents.

          Each item or part of the Collateral Documents shall for all purposes
be treated as a separate and continuing collateral security and shall be deemed
to have been given in addition to and not in place of any other item or part of
the Collateral Documents or any other security now held or hereafter acquired by
Administrative Agent or the Lenders. No item or part of the Collateral Documents
shall be merged or be deemed to have been merged in or by this Agreement or any
documents, instruments or acknowledgements delivered hereunder, or any simple
contract debt or any judgment, and any realization of or steps taken under or
pursuant to any security, instrument or agreement shall be independent of and
not create a merger with any other right available to the Lenders or
Administrative Agent under any security, instruments or agreements held by it or
at law or in equity.

     5.7  Dealing with Collateral Documents.

          Administrative Agent, with the consent of Requisite Lenders to the
extent required by subsection 12.6, may grant extensions of time or other
indulgences, accept compositions, and otherwise deal with Company and other
parties as Administrative Agent may see fit, and may, subject to Section 5.3,
during the existence of an Event of Default apply all amounts received from
Company or others or from securities (including the Collateral Documents or any
part thereof) upon such part of the liabilities of Company hereunder or under
any of the Collateral Documents as Administrative Agent may think best, without
prejudice to or in any way limiting the liability of Company and its
Subsidiaries under this Agreement or under any of the Collateral Documents or
any other collateral security.

     5.8  Effectiveness.

          The Collateral Documents shall be effective, and the undertakings as
to the Collateral Documents herein or in any other Document shall be continuing,
whether any Loans or Letters of Credit are then outstanding or any amounts
thereby secured or any part thereof shall be owing before or after, or at the
same time as, the creation of such Collateral Documents or before or after or
upon the date of execution of any amendments to this Agreement.

     5.9  Release and Discharge of Collateral Documents.

          Except to the extent set forth in Section 11.6 and 12.14, 12.15,
Company and the Subsidiary Guarantors shall not be discharged from the
Collateral Documents or any part thereof except by a written release and
discharge signed by Administrative Agent with the prior written consent of all
Lenders. If all of the Obligations have been repaid, paid, satisfied and
discharged, as the case may be, in full and the credit facilities established
hereby have been fully cancelled, then the Collateral Documents shall be
released and discharged by Administrative Agent and the Lenders. Administrative
Agent, at the cost and expense of Company, shall from time to time do,

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execute and deliver, or cause to be done, executed and delivered, all such
agreements, instruments, certificates, financing statements, notices and other
documents and all acts, matters and things as may be reasonably requested by
Company to give effect to, establish, evidence or record the foregoing release
and discharge.

     5.10 Transfer of Collateral Documents.

          If RBC, in its capacity as Administrative Agent, or any successor
thereto, in its capacity as Administrative Agent ceases to be Administrative
Agent, such departing agent shall transfer and assign all of the Collateral
Documents to the replacement agent.

Section 6. CONDITIONS TO LOANS AND LETTERS OF CREDIT

          The obligations of Lenders to make Loans (including the acceptance of
Bankers' Acceptances) and to issue Letters of Credit hereunder, are subject to
the satisfaction of the following conditions.

     6.1  Conditions to Term Loans and Initial Revolving Loans.

          The obligations of Lenders to make the Term Loans and any Revolving
Loans to be made on the Closing Date are, in addition to the conditions
precedent specified in subsection 6.2, subject to prior or concurrent
satisfaction of the following conditions:

     A. Loan Party Documents. On or before the Closing Date, Company shall, and
shall cause each other Loan Party to, deliver to Administrative Agent (with
sufficient originally executed copies, where appropriate, for each Lender) the
following with respect to Company or such Loan Party, as the case may be, each,
unless otherwise noted, dated the Closing Date:

          (i) copies of the Organizational Documents of such Person, certified
     by the secretary or similar officer of the applicable Loan Party, together
     with a good standing certificate issued by the applicable governmental
     official for its jurisdiction of organization and each other jurisdiction
     in which such Person is qualified to do business, each dated a recent date
     prior to the Closing Date;

          (ii) resolutions of the Governing Body of such Person approving and
     authorizing the execution, delivery and performance of the Loan Documents
     to which it is a party, certified as of the Closing Date by the secretary
     or similar officer of such Person as being in full force and effect without
     modification or amendment;

          (iii) signature and incumbency certificates of the officers of such
     Person executing the Loan Documents to which it is a party;

          (iv) executed originals of the Collateral Documents and each other
     Loan Document to which such Person is a party; and

          (v) such other documents as Administrative Agent may reasonably
     request.

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     B. Fees. Company shall have paid to Administrative Agent, for distribution
(as appropriate) to Administrative Agent and Lenders, the fees payable on the
Closing Date referred to in subsection 2.3.

     C. Corporate and Capital Structure; Ownership.

          (i) Corporate Structure. The corporate organizational structure of
     Holdings and its Subsidiaries, both before and after giving effect to the
     Acquisition and the Amalgamation, shall be as set forth on Schedule 7.1
     annexed hereto.

          (ii) Capital Structure and Ownership. The capital structure and
     ownership of Holdings and its Subsidiaries, both before and after giving
     effect to the Acquisition and the Amalgamation, shall be as set forth on
     Schedule 7.1 annexed hereto.

          (iii) Management; Employment Contracts. The management structure of
     Holdings and its Subsidiaries after giving effect to the Acquisition and
     the Amalgamation, shall be as set forth on Schedule 7.1 annexed hereto, and
     Administrative Agent shall have received copies of, and shall be satisfied
     with the form and substance of, all employment contracts, if any, with
     senior management of any Loan Party.

     D. Representations and Warranties; Performance of Agreements. Company shall
have delivered to Administrative Agent an Officer's Certificate, in form and
substance satisfactory to Administrative Agent, to the effect that the
representations and warranties in Section 7 are true, correct and complete in
all material respects on and as of the Closing Date to the same extent as though
made on and as of that date (or, to the extent such representations and
warranties specifically relate to an earlier date, that such representations and
warranties were true, correct and complete in all material respects on and as of
such earlier date) and that Company shall have performed and satisfied all
conditions which this Agreement provides shall be performed or satisfied by it
on or before the Closing Date except as otherwise disclosed to and agreed to in
writing by Administrative Agent, provided that, if a representation and
warranty, covenant or condition is qualified as to materiality, with respect to
such representation and warranty, covenant or condition the applicable
materiality qualifier set forth above shall be disregarded for purposes of this
condition.

     E. Financial Statements; Pro Forma Balance Sheet. On or before the Closing
Date, Lenders shall have received from Company (i) audited financial statements
of Norama Ltd. and its Subsidiaries for Fiscal Years 2001, 2002 and 2003,
consisting of balance sheets and the related consolidated statements of income
and cash flows for such Fiscal Years, (ii) unaudited financial statements of
NAEL and NACG and its Subsidiaries as at September 30, 2003, consisting of a
balance sheet and the related consolidated statements of income and cash flows
for the 6-month period ending on such date, all in reasonable detail and
certified by the chief financial officer of Company that they fairly present the
financial condition of Norama Ltd. and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments, and (iii) estimated consolidated balance sheets of Company and its
Subsidiaries as at the Closing Date, prepared in accordance with GAAP and
reflecting the consummation of the

                                                                              81



Acquisition, the Amalgamation and the buyout of certain operating leases, the
related financings and the other transactions contemplated by the Loan Documents
and the Related Documents, which pro forma financial statements shall be in form
and substance satisfactory to Administrative Agent.

     F. Opinions of Counsel to Loan Parties. Lenders shall have received
originally executed copies of one or more favorable written opinions of Borden
Ladner Gervais LLP and Bracewell & Patterson LLP, counsel for Loan Parties, in
form and substance reasonably satisfactory to Administrative Agent and its
counsel, dated as of the Closing Date and setting forth substantially the
matters in the opinions designated in Exhibit XVIII and Exhibit XIX annexed
hereto, respectively, and as to such other matters as Administrative Agent
acting on behalf of Lenders may reasonably request (this Credit Agreement
constituting a written request by Company to such counsel to deliver such
opinions to Lenders).

     G. Opinions of Counsel Delivered Under Related Documents. Administrative
Agent shall have received copies of each of the opinions of counsel delivered to
the parties under the Related Documents, together with a letter from each such
counsel (to the extent not inconsistent with such counsel's established internal
policies) authorizing Lenders to rely upon such opinion to the same extent as
though it were addressed to Lenders.

     H. Evidence of Insurance. Company shall have in effect insurance policies
conforming to the requirement in subsection 8.4. Administrative Agent shall have
received from Company's insurance broker binder letters or certificates
evidencing the insurance maintained by the Company and its Subsidiaries, and
evidencing that Administrative Agent has been named as additional insured and/or
loss payee thereunder to the extent required under subsection 8.4, and shall
have also have received a certificate from Company confirming that such
insurance is in compliance with the requirements in subsection 8.4.

     I. Necessary Governmental Authorizations and Consents; Expiration of
Waiting Periods, Etc. Company shall have obtained all Governmental
Authorizations and all consents of other Persons, in each case that are
necessary or advisable in connection with the Acquisition and the Amalgamation,
the other transactions contemplated by the Loan Documents and the Related
Documents and the continued operation of the business conducted by NACG and its
Subsidiaries in substantially the same manner as conducted prior to the Closing
Date, except in a case where the failure to obtain or maintain a Governmental
Authorization or consent, either individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. Each such
Governmental Authorization and consent shall be in full force and effect, except
in a case where the failure to obtain or maintain a Governmental Authorization
or consent, either individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. All applicable waiting periods
shall have expired without any action being taken or threatened by any competent
authority that would restrain, prevent or otherwise impose materially adverse
conditions on the Acquisition and the Amalgamation or the financing thereof. No
action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for
any applicable Governmental Authority to take action to set aside its consent on
its own motion shall have expired.

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     J. Security Interests. Administrative Agent shall have received evidence
satisfactory to it that Holdings, Company and Subsidiary Guarantors shall have
taken or caused to be taken all such actions, executed and delivered or caused
to be executed and delivered all such agreements, documents and instruments, and
made or caused to be made all such filings and recordings (other than the filing
or recording of items described in clauses (ii), (iii) and (iv) below) that may
be necessary or, in the opinion of Administrative Agent, desirable in order to
create in favor of Administrative Agent, for the benefit of Lenders, a valid and
(upon such filing and recording) perfected Lien in all present and
after-acquired personal property Collateral. Such actions shall include the
following:

          (i) Stock Certificates and Instruments. Delivery to Administrative
     Agent of (a) certificates (which certificates shall be accompanied by
     irrevocable undated stock powers, duly endorsed in blank and otherwise
     satisfactory in form and substance to Administrative Agent) representing
     all Capital Stock pledged pursuant to the Holdings Pledge Agreement, the
     Company Pledge Agreement and the Subsidiary Pledge Agreements (if
     applicable), and (b) all promissory notes or other instruments (duly
     endorsed, where appropriate, in a manner satisfactory to Administrative
     Agent) evidencing any Collateral;

          (ii) Lien Searches and Financing Change Statements. Delivery to
     Administrative Agent of:

               (a) the results of a recent search, by a Person satisfactory to
               Administrative Agent, of all effective financing statements and
               fixture filings and all judgment and tax lien filings which may
               have been made with respect to any property of any Loan Party,
               together with copies of all such filings disclosed by such
               search, and

               (b) financing change statements duly executed by all applicable
               Persons for filing in all applicable jurisdictions as may be
               necessary to terminate any effective financing statements or
               fixture filings disclosed in such search (other than any such
               financing statements or fixture filings in respect of Liens
               permitted to remain outstanding pursuant to the terms of this
               Agreement), or undertakings in respect of the foregoing executed
               by applicable Persons and acceptable to Administrative Agent.

          (iii) Financing Statements. Delivery to Administrative Agent of
     confirmation of the filing of all financing statements in respect of each
     applicable Loan Party (if required) with respect to all Collateral of such
     Loan Party, for filing in all jurisdictions as may be necessary or, in the
     opinion of Administrative Agent, desirable to perfect the security
     interests created in such Collateral pursuant to the Collateral Documents,
     including the specific equipment referred to subsection 5.2;

          (iv) Certificates of Registration, Etc. Delivery to Administrative
     Agent of copies of certificates of registration (or other evidence of the
     accuracy of serial number descriptions satisfactory to Administrative Agent
     acting reasonably) with respect to the

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     motor vehicles and other equipment of Loan Parties which are to be the
     subject of the specific equipment registrations referred to subsection 5.2
     and the taking of all actions necessary to cause Administrative Agent to be
     noted as lienholder thereon or otherwise necessary to perfect the Lien
     granted to Administrative Agent on behalf of Lenders in such equipment,
     provided that certificates or other such evidence not available on the
     Closing Date shall be provided to Administrative Agent within 60 days after
     the Closing Date; and

          (v) Opinions of Local Counsel. Delivery to Administrative Agent of an
     opinion of counsel (which counsel shall be reasonably satisfactory to
     Administrative Agent) under the laws of each jurisdiction in which any Loan
     Party or Collateral is located with respect to the creation and perfection
     of the security interests in favor of Administrative Agent in such
     Collateral and such other matters governed by the laws of such jurisdiction
     regarding such security interests as Administrative Agent may reasonably
     request, in each case in form and substance reasonably satisfactory to
     Administrative Agent.

     K. Closing Date Mortgages; Closing Date Mortgage Opinions; Etc.
Administrative Agent shall have received from Company and each applicable
Subsidiary Guarantor:

          (i) Closing Date Mortgages. Fully executed Mortgages (each a "Closing
     Date Mortgage" and, collectively, the "Closing Date Mortgages"), in proper
     form for recording in all appropriate places in all applicable
     jurisdictions, encumbering each real property listed in Schedule 7.5B
     annexed hereto (each a "Closing Date Mortgaged Property" and, collectively,
     the "Closing Date Mortgaged Properties"), provided that Company or NACG
     shall provide to the Administrative Agent as soon as it is commercially
     reasonable to do so after the Closing Date and in any event no later than
     60 days after the Closing Date, a real property report prepared by an
     Alberta Land Surveyor, in good standing, confirming the legal description
     of the lands under the lease (the "Spruce Grove Lease") dated December 1,
     1997 between Acheson Properties Ltd. (as successor in title to Norama
     Inc.), as landlord, and NACG, as tenant, as amended, and confirming that
     the improvements occupied by NACG (and Amalco as its successor) are located
     on and within the boundaries of such lands.

          (ii) Opinions of Local Counsel. An opinion of counsel (which counsel
     shall be reasonably satisfactory to Administrative Agent) in each
     jurisdiction in which a Closing Date Mortgaged Property is located with
     respect to the enforceability of the form(s) of Closing Date Mortgages to
     be recorded in such jurisdiction and such other matters as Administrative
     Agent may reasonably request, in each case in form and substance reasonably
     satisfactory to Administrative Agent.

     L. Borrowing Base Certificate. On or before the Closing Date, Company shall
have delivered to Administrative Agent a Borrowing Base Certificate relating to
the Borrowing Base substantially in the form of Exhibit VI annexed hereto,
prepared as of a recent date prior to the Closing Date. After giving effect to
the Loans funded and any Letters of Credit issued on the

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Closing Date, the Borrowing Base on the Closing Date shall equal or exceed the
Total Utilization of Revolving Loan Commitments plus the principal amount of the
Term Loans (including for certainty the face amount of Bankers' Acceptances
accepted by Lenders having Term Loan Commitments).

     M. Matters Relating to Existing Indebtedness and Existing Operating Leases
of Company and its Subsidiaries.

          (i) Repayment of Existing Indebtedness; Release of Existing Liens. On
     the Closing Date, NAEL, NACG and its Subsidiaries shall have (a) repaid in
     full all of their respective existing outstanding Indebtedness, (b)
     terminated any outstanding commitments to lend or make other extensions of
     credit, (c) delivered to Administrative Agent all documents or instruments
     necessary to release all Liens securing Indebtedness or other obligations
     of NAEL, NACG and/or its Subsidiaries thereunder, and (d) made arrangements
     satisfactory to Administrative Agent, acting reasonably, with respect to
     the cancellation of any letters of credit outstanding or the issuance of
     Letters of Credit to support the obligations of NAEL, NACG and/or its
     Subsidiaries with respect thereto.

          (ii) Purchase of Leased Equipment. Except for the equipment described
     on Schedule 6.1M, all equipment utilized by NAEL, NACG or any of its
     Subsidiaries on a lease basis immediately prior to the consummation of the
     transactions contemplated by the Loan Documents, shall as of the Closing
     Date, be owned outright by Company or its applicable Subsidiary, free and
     clear of Liens and encumbrances (other than Liens permitted under
     subsection 9.2).

     N. Solvency Assurances. On the Closing Date, Administrative Agent shall
have received an Officer's Certificate of Company dated the Closing Date,
substantially in the form of Exhibit X annexed hereto and with appropriate
attachments, in each case demonstrating that, after giving effect to the
consummation of the transactions contemplated by the Loan Documents, Company and
each guaranteeing Subsidiary Guarantor taken as a whole will be Solvent.

     O. Proceeds of Debt and Equity Capitalization of Holdings and Company.

          (i) Equity Capitalization of Parent. On or before the Closing Date,
     Sterling, its Affiliates and other investors shall have purchased all of
     the outstanding Parent Common Stock for consideration of not less than
     Cdn.$92,500,000 in cash.

          (ii) Equity Capitalization of Holdings. On or before the Closing Date,
     (a) Parent shall have contributed to Holdings, as common equity, at least
     Cdn.$92,500,000 received by Parent from the sale of Parent Common Stock,
     and (b) Holdings shall have issued the Holdings Preferred Stock for
     consideration of the Exchange Shares.

          (iii) Debt and Equity Capitalization of Company. On or before the
     Closing Date, (a) Holdings shall have contributed to Company, as common
     equity, the Exchange Shares and all amounts received as a capital
     contribution from Parent pursuant to clause

                                                                              85



     (ii)(a) above, and (b) Company shall have issued and sold not less than
     U.S.$200,000,000 in aggregate principal amount of Senior Notes.

          (iv) Use of Proceeds by Company. On the Closing Date, Company shall
     have provided evidence satisfactory to Administrative Agent that the
     proceeds of the debt and equity capitalization of Company described in the
     immediately preceding clause (iii) have been irrevocably committed, prior
     to the application of the proceeds of the Term Loans and any Revolving
     Loans made on the Closing Date, to the payment of a portion of the
     Acquisition Financing Requirements (by virtue of the loan or contribution
     thereof to Acquisition Co., and Acquisition Co.'s irrevocable commitment to
     satisfy the Acquisition Financing Requirements).

     P. Related Documents.

          (i) Related Documents. Administrative Agent shall have received a
     fully executed or conformed copy of each Related Document and any documents
     executed in connection therewith, each be satisfactory in form and
     substance to Administrative Agent, and each shall be in full force and
     effect, and no provision thereof shall have been modified or waived in any
     respect determined by Administrative Agent to be material, in each case
     without the consent of Administrative Agent.

          (ii) Officer's Certificate. Administrative Agent shall have received
     an Officer's Certificate from Company to the effect that:

               (a) the representations and warranties in the Acquisition
               Agreement made by each party thereto are true, correct and
               complete in all material respects on and as of the Closing Date
               to the same extent as though made on and as of that date,

               (b) the Acquisition Agreement is in full force and effect and no
               provision thereof has been modified or waived in any respect
               without the consent of Administrative Agent, and

               (c) each such party has complied with all agreements and
               conditions contained in the Acquisition Agreement and any
               agreements or documents referred to therein required to be
               performed or complied with by each of them on or before the
               Closing Date and no party is in default in performance or
               compliance with any of the terms or provisions thereof,

     provided that, as to parties to the Acquisition that are not Loan Parties,
     such certificate shall be made to the best of such Officer's knowledge.

     Q.   Consummation of Acquisition and Amalgamation.

          (i) All conditions to the closing of the Acquisition set forth in the
     Acquisition Agreement shall have been satisfied (except for the actual
     funding thereunder), or the

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     fulfillment of any such conditions shall have been waived with the consent
     of Administrative Agent.

          (ii) Upon payment of the purchase price under the Purchase Agreement,
     the Acquisition will thereupon be completed in accordance with the terms of
     the Acquisition Agreement.

          (iii) The Administrative Agent shall have received undertakings
     satisfactory to Administrative Agent of counsel for Company to the effect
     that:

               (a) the Articles of Amalgamation will be filed forthwith upon
               consummation of the Acquisition,

               (b) the documents referred to in the last paragraph of subsection
               5.1 shall be held in escrow by counsel for the Administrative
               Agent, subject to no conditions on their release to the
               Administrative Agent except confirmation of the Amalgamation, and

               (c) a certified copy of the filed Articles of Amalgamation and
               Certificate of Amalgamation resulting therefrom will be provided
               to Administrative Agent forthwith upon it becoming available.

          (iv) Administrative Agent shall be satisfied that, in the ordinary
     course, and based on the aforementioned undertaking, the Amalgamation will
     become effective in accordance with the terms of the Articles of
     Amalgamation immediately following the closing of the Acquisition.

          (v) The aggregate cash consideration paid to the Sellers in connection
     with the Acquisition shall not exceed Cdn.$371,000,000, and Administrative
     Agent shall have received evidence to its satisfaction to such effect.

          (vi) Transaction Costs shall not exceed Cdn.$25,000,000, and
     Administrative Agent shall have received evidence to its satisfaction to
     such effect.

          (vii) Administrative Agent shall have received an Officer's
     Certificate of Company to the effect set forth in clauses (i), (ii), (v)
     and (vi) above and confirming that, in all events, Company will cause the
     Amalgamation to be completed immediately following the closing of the
     Acquisition.

     R. Completion of Proceedings. All corporate and other proceedings taken or
to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Administrative
Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.

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     S. Minimum Pro-Forma Consolidated EBITDA. On or before the Closing Date,
Company shall have delivered to Administrative Agent an Officer's Certificate,
executed by a senior Officer of Company, demonstrating in reasonable detail that
the Consolidated EBITDA of Company and its Subsidiaries, on a combined basis,
for the twelve-month period ending September 30, 2003, calculated on a pro-forma
basis in the manner set forth in the pro-forma financial statements referred to
in Section 4.7(a)(v)(C) of the Acquisition Agreement, as if the Acquisition, the
Amalgamation and the other transactions consummated on the Closing Date, had
occurred at the beginning of such period, is not less than Cdn.$75,000,000.

     T. Credit Rating. Prior to the Closing Date, the Senior Notes shall have
received a credit rating no lower than B3 from Moody's and B- from S&P,
respectively, and as of the Closing Date each such rating shall be in full force
and effect.

     6.2  Conditions to All Loans.

          The obligations of Lenders to make Loans (including the acceptance of
Bankers' Acceptances) on each Funding Date are subject to the following further
conditions precedent:

     A. Notice of Borrowing. Administrative Agent shall have received before
that Funding Date, in accordance with the provisions of subsection 2.1B, a
Notice of Borrowing, in each case signed by a duly authorized Officer of
Company.

     B. Funding Condition. As of that Funding Date:

          (i) after giving effect to the Revolving Loans and/or Letters of
     Credit requested on such Funding Date, the Total Utilization of Revolving
     Loan Commitments shall not exceed (1) the Revolving Loan Commitments then
     in effect, or (2) the Borrowing Base then in effect, less the aggregate
     principal amount of all outstanding Term Loans including, for certainty,
     the face amount of all outstanding Bankers' Acceptances and BA Discount
     Notes thereunder;

          (ii) the representations and warranties contained herein and in the
     other Loan Documents shall be true, correct and complete in all material
     respects on and as of that Funding Date to the same extent as though made
     on and as of that date, except to the extent such representations and
     warranties specifically relate to an earlier date, in which case such
     representations and warranties shall have been true, correct and complete
     in all material respects on and as of such earlier date, provided, that, if
     a representation and warranty is qualified as to materiality, with respect
     to such representation and warranty, the materiality qualifier set forth
     above shall be disregarded for purposes of this condition;

          (iii) no event shall have occurred and be continuing or would result
     from the consummation of the borrowing contemplated by such Notice of
     Borrowing that would constitute an Event of Default or a Potential Event of
     Default;

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          (iv) each Loan Party shall have performed in all material respects all
     agreements and satisfied all conditions (other than those already satisfied
     or waived under subsection 6.1) which this Agreement provides shall be
     performed or satisfied by it on or before that Funding Date; and

          (v) no order, judgment or decree of any arbitrator or Governmental
     Authority shall purport to enjoin or restrain any Lender from making the
     Loans or issuing any Letter of Credit to be made by it on that Funding
     Date.

     6.3  Conditions to Letters of Credit.

          The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

     A. Initial Loans. On or before the date of issuance of the initial Letter
of Credit pursuant to this Agreement, the initial Loans shall have been made.

     B. Request for Issuance. On or before the date of issuance of such Letter
of Credit, Administrative Agent shall have received, in accordance with the
provisions of subsection 4.1B(i), an originally executed Request for Issuance
(or a facsimile copy thereof) in each case signed by a duly authorized Officer
of Company, together with all other information specified in subsection 4.1B(i)
and such other documents or information as the applicable Issuing Lender may
reasonably require in connection with the issuance of such Letter of Credit.

     C. Funding Conditions. On the date of issuance of such Letter of Credit,
all conditions precedent described in subsection 6.2B shall be satisfied.

     6.4  Waiver.

          The conditions set forth in Sections 6.1, 6.2 and 6.3 are inserted for
the sole benefit of the Lenders and Administrative Agent and may be waived by
the Requisite Lenders (in the case of Section 6.2 and 6.3) and by all of the
Lenders (in the case of Section 6.1), in whole or in part (with or without terms
or conditions) without prejudicing the right of the Lenders or Administrative
Agent at any time to assert such waived conditions in respect of the making of
any subsequent Loan or Letter of Credit to the extent that it applies thereto.

Section 7. COMPANY'S REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Agreement and to make
the Loans, to induce Issuing Lenders to issue Letters of Credit and to induce
Revolving Lenders to purchase participations therein, Company (and for purposes
of this Section, references to Company's Subsidiaries shall be deemed to include
NACG and Acquisition Co., and following the Amalgamation, Amalco) represents and
warrants (effective, in the case of representations and warranties given as of
the Closing Date only, immediately after the Acquisition and the Amalgamation,
and in all other cases, effective immediately after the Acquisition and the

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Amalgamation and at such other times as provided for herein) to Administrative
Agent and each Lender:

     7.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries.

     A. Organization and Powers. Each of Holdings and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization as specified, both (i) as of the Closing Date and
immediately prior to the Amalgamation, and (ii) immediately after the
Amalgamation, in Schedule 7.1 annexed hereto. Each of Holdings and its
Subsidiaries has all requisite corporate or partnership power and authority to
own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents and the Related
Documents to which it is a party and to carry out the transactions contemplated
thereby.

     B. Qualification and Good Standing. Each of Holdings and its Subsidiaries
is qualified to do business and is in good standing in every jurisdiction in
which the location of its assets or the conduct of its business require it to be
so qualified and in good standing, except in jurisdictions where the failure to
be so qualified or in good standing has not had and could not reasonably be
expected to result in a Material Adverse Effect.

     C. Conduct of Business. Holdings and its Subsidiaries are engaged only in
the businesses permitted to be engaged in pursuant to subsections 9.11, 10.13
and 10.14.

     D. Subsidiaries. All of the Subsidiaries of Company as of the Closing Date
and their jurisdictions of organization are identified in Schedule 7.1 annexed
hereto, as said Schedule 7.1 may be supplemented from time to time pursuant to
the provisions of subsection 8.1(xii). The Capital Stock of each of the
Subsidiaries of Company identified in Schedule 7.1 annexed hereto (as so
supplemented), is duly authorized, validly issued, fully paid and nonassessable
(in each case to the extent such legal concept is applicable to such type of
Capital Stock) and none of such Capital Stock constitutes Margin Stock. Schedule
7.1 annexed hereto (as so supplemented) correctly sets forth the ownership
interest of Company and each of its Subsidiaries in each of the Subsidiaries of
Company identified therein.

     7.2  Authorization of Borrowing, etc.

     A. Authorization of Borrowing. The execution, delivery and performance of
the Loan Documents and the Related Documents have been duly authorized by all
necessary action on the part of each Loan Party that is a party thereto.

     B. No Conflict. The execution, delivery and performance by Loan Parties of
the Loan Documents and the Related Documents to which they are parties and the
consummation of the transactions contemplated by the Loan Documents and the
Related Documents do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to Holdings or any of its
Subsidiaries, the Organizational Documents of Holdings or any of its
Subsidiaries or any order, judgment or decree of any court or other Governmental
Authority

                                                                              90



binding on Holdings or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Holdings or any of its Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Holdings or any of its Subsidiaries (other than any
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders), or (iv) require any approval of stockholders or any
approval or consent of any Person under any material Contractual Obligation of
Holdings or any of its Subsidiaries, except for such approvals or consents which
will be obtained on or before the Closing Date and disclosed in writing to
Lenders.

     C. Governmental Consents. The execution, delivery and performance by Loan
Parties of the Loan Documents and the Related Documents to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents and the Related Documents do not and will not require any Governmental
Authorization, except as have been obtained, or are being obtained and listed in
Schedule 7.2, or are registrations of the Collateral Documents being made
pursuant to Section 5.2.

     D. Binding Obligation. Each of the Loan Documents and the Related Documents
has been duly executed and delivered by each Loan Party that is a party thereto
and is the legally valid and binding obligation of such Person, enforceable
against such Person in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.

     E. Valid Issuance of Parent Common Stock, Holdings Preferred Stock, and
Senior Notes.

          (i) Parent Common Stock and Holdings Preferred Stock. The Parent
     Common Stock and Holdings Preferred Stock to be sold on or before the
     Closing Date, when issued and delivered, will be duly and validly issued,
     fully paid and nonassessable. The issuance and sale of such Parent Common
     Stock and Holdings Preferred Stock, upon such issuance and sale, will
     either (a) have been registered or qualified under applicable securities
     laws or (b) be exempt therefrom.

          (ii) Senior Notes. Company has the corporate power and authority to
     issue the Senior Notes. The Senior Notes, when issued and paid for, will be
     legally valid and binding obligations of Company, enforceable against
     Company in accordance with its terms, except as may be limited by
     bankruptcy, insolvency, reorganization, moratorium or similar laws relating
     to or limiting creditors' rights generally or by equitable principles
     relating to enforceability. The Senior Notes, when issued and sold, will
     either (a) have been registered or qualified under applicable securities
     laws or (b) be exempt therefrom.

     7.3  Financial Condition.

          Company has heretofore delivered to Administrative Agent, at Lenders'
request, the financial statements and information described in subsection 6.1E.
All such statements other

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than pro forma financial statements were prepared in conformity with GAAP and
fairly present, in all material respects, the financial position (on a
consolidated basis) of the entities described in such financial statements as at
the respective dates thereof and the results of operations and cash flows (on a
consolidated basis) of the entities described therein for each of the periods
then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit, absence of footnotes and normal year-end
adjustments. As of the Closing Date, neither Company nor any of its Subsidiaries
has (and immediately following the funding of the initial Loans will not have)
any Contingent Obligation, contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the foregoing financial statements or the notes thereto and, as of any
Funding Date subsequent to the Closing Date, is not reflected in the most recent
financial statements delivered to Administrative Agent pursuant to subsection
8.1 or the notes thereto and that, in any such case, is material in relation to
the business, operations, properties, assets, condition (financial or otherwise)
or prospects of Company or any of its Subsidiaries (except to the extent
incurred after the period covered by such financial statements and such
incurrence is permitted by this Agreement and except for any such matter that
need not, in accordance with GAAP, be reflected in such financial statements and
which has been otherwise expressly disclosed to Administrative Agent in
writing).

     7.4  No Material Adverse Change; No Restricted Junior Payments.

          Since March 31, 2003, no event or change has occurred that has
resulted in or evidences, either in any case or in the aggregate, a Material
Adverse Effect that is continuing. Neither Company nor any of its Subsidiaries
has directly or indirectly declared, ordered, paid or made, or set apart any sum
or property for, any Restricted Junior Payment or agreed to do so except as
permitted by subsection 9.5. Company and its Subsidiaries are in compliance with
all laws and regulations applicable to it where failure to be in compliance
could reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

     7.5  Title to Properties; Liens; Real Property; Intellectual Property.

     A. Title to Properties; Liens. Company and its Subsidiaries have (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), or (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the
financial statements referred to in subsection 7.3 or in the most recent
financial statements delivered pursuant to subsection 8.1, in each case except
(A) for assets disposed of since the date of such financial statements in the
ordinary course of business, (B) as otherwise permitted under subsection 9.7, or
(C) where failure to have such title could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect. Except as
permitted by this Agreement, all such properties and assets are free and clear
of Liens.

     B. Real Property. As of the Closing Date, Schedule 7.5B annexed hereto
contains a true, accurate and complete list of (i) all fee interests in any real
property, and (ii) all leases, subleases or assignments of leases (together with
all amendments, modifications, supplements, renewals or extensions of any
thereof) in real property, regardless of whether a Loan Party is the landlord or
tenant (whether directly or as an assignee or successor in interest) under such
lease,

                                                                              92



sublease or assignment. Except as specified in Schedule 7.5B annexed hereto, as
of the Closing Date each agreement listed in clause (ii) of the immediately
preceding sentence is in full force and effect and no defaults by any Loan Party
currently exist thereunder, and Company does not have knowledge of any defaults
by any third party currently existing thereunder, in any case where any such
defaults could reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect. Each such agreement constitutes the legally valid and
binding obligation of each applicable Loan Party, enforceable against such Loan
Party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles.

     C. Material Serial Number Equipment. As of the Closing Date, Schedule 7.5C
annexed hereto contains a true, accurate and complete list of (i) all interests
of any Loan Party in any vehicles or other equipment that can be registered in a
personal property registry by way of serial number, regardless of whether the
Loan Party is an owner or lessee thereof, and which vehicle or other equipment
individually has a fair market value of Cdn.$1,250,000 or more, and (ii) the
serial numbers of such vehicles or other equipment. As of the Closing Date each
lease agreement in respect of any vehicle or other equipment listed in Schedule
7.5C is in full force and effect and no defaults by any Loan Party currently
exist thereunder, and Company does not have knowledge of any defaults by any
third party currently existing thereunder, in any case where any such defaults
could reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect. Each such agreement constitutes the legally valid and
binding obligation of each applicable Loan Party, enforceable against such Loan
Party in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles.

     D. Intellectual Property. As of the Closing Date, Company and its
Subsidiaries own or have the right to use all Intellectual Property used in the
conduct of their business, except where the failure to own or have such right to
use in the aggregate could not reasonably be expected to result in a Material
Adverse Effect. No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does Company
know of any valid basis for any such claim, except for such claims that in the
aggregate could not reasonably be expected to result in a Material Adverse
Effect. The use of such Intellectual Property by Company and its Subsidiaries
does not infringe on the rights of any Person, except for such claims and
infringements that, in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect. All applicable registrations of and applications
for Intellectual Property, and all unregistered Intellectual Property, that are
owned or licensed by Company or any of its Subsidiaries on the Closing Date and
that are material to their respective operations are described on Schedule 7.5D
annexed hereto.

     7.6  Litigation; Adverse Facts.

          There are no Proceedings (whether or not purportedly on behalf of
Holdings or any of its Subsidiaries) before or by any court or other
Governmental Authority (including any

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Environmental Claims) that are, to the knowledge of Company, threatened or
pending against or by Holdings or any of its Subsidiaries or any property or
operations of Holdings or any of its Subsidiaries and that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect. Neither Company, Holdings nor any of its Subsidiaries (i) is in
violation of any Applicable Laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect to any
final judgments, writs, injunctions or decrees of any court or other
Governmental Authority that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

     7.7  Payment of Taxes.

          Except to the extent permitted by subsection 8.3, all tax returns and
reports of Holdings and its Subsidiaries required to be filed by any of them
have been timely filed, and all taxes shown on such tax returns to be due and
payable and all assessments, fees and other governmental charges upon Holdings
and its Subsidiaries and upon their respective properties, assets, income,
businesses and franchises that are due and payable have been paid when due and
payable, except where failure to do so could not reasonably be expected to have
a Material Adverse Effect. Company knows of no proposed tax assessment against
Holdings or any of its Subsidiaries that is not being contested by Holdings or
such Subsidiary in good faith and by appropriate proceedings, provided that such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

     7.8  Performance of Agreements; Material Contracts.

     A. Neither Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except in either case where the consequences, direct
or indirect, of such default or defaults, if any, could not reasonably be
expected to result in a Material Adverse Effect.

     B. Schedule 7.8 contains a true, correct and complete list of all the
Material Contracts in effect on the Closing Date.

     C. All Material Contracts are in full force and effect and no material
defaults by any Loan Party currently exist thereunder, and Company does not have
knowledge of any material defaults by any third party currently existing
thereunder.

     7.9  Benefit Plans.

          Company and its Subsidiaries have made full payment when due of all
required contributions to any Benefit Plan except where failure to do so
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

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     7.10 Certain Fees.

          Except as provided in the Advisory Services Agreement, no broker's or
finder's fee or commission will be payable by any Loan Party with respect to
this Agreement or any of the transactions contemplated hereby, and Company
hereby indemnifies Lenders against, and agrees that it will hold Lenders
harmless from, any claim, demand or liability for any such broker's or finder's
fees alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable fees, expenses and disbursements of counsel)
arising in connection with any such claim, demand or liability.

     7.11 Environmental Protection.

          (i) Neither Company nor any of its Subsidiaries nor any of their
     respective Facilities or operations are subject to any outstanding written
     order, consent decree or settlement agreement with any Person relating to
     (a) any Environmental Law, (b) any Environmental Claim, or (c) any
     Hazardous Materials Activity that, individually or in the aggregate, could
     reasonably be expected to result in a Material Adverse Effect.

          (ii) There are and, to Company's knowledge, have been no conditions,
     occurrences, or Hazardous Materials Activities that could reasonably be
     expected to form the basis of an Environmental Claim against Company or any
     of its Subsidiaries that, individually or in the aggregate, could
     reasonably be expected to result in a Material Adverse Effect.

          (iii) All Governmental Authorizations required by Environmental Law
     for Hazardous Materials Activities of the Company or any of its
     Subsidiaries have been obtained by the Company or its Subsidiaries, as the
     case may be, and to the knowledge of the Company, are in full force and
     effect and the Company and its Subsidiaries have not committed a breach or
     default of any terms and conditions of such Governmental Authorizations
     that, individually or in the aggregate, could reasonably be expected to
     result in a Material Adverse Effect.

          (iv) Neither Company nor, to Company's knowledge, any of its
     Subsidiaries, is aware of any event or circumstances which are reasonably
     expected to result in any Governmental Authorizations for any Hazardous
     Materials Activities not being renewed, extended or replaced in the
     ordinary course by a Governmental Authority over the expiry of such
     Governmental Authorizations, in any case where, individually or in the
     aggregate, such non-renewal could reasonably be expected to result in a
     Material Adverse Effect.

          (v) Compliance with all current or reasonably foreseeable future
     requirements pursuant to or under Environmental Laws would not,
     individually or in the aggregate, be reasonably expected to result in a
     Material Adverse Effect.

          Except where any obligations or liabilities resulting therefrom,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither

                                                                              95



Company's nor any of its Subsidiaries nor, to Company's knowledge, any
predecessor of Company or any of its Subsidiaries' operations or Facilities
involves or involved the generation, transportation, treatment, storage or
disposal of Hazardous Materials over any limits or quantities or in
concentrations in excess of limits, quantities or concentrations prescribed by
Environmental Laws or any applicable Governmental Authorizations.

     7.12 Employee Matters.

          There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be expected
to result in a Material Adverse Effect.

     7.13 Solvency.

          As of the Closing Date (after giving effect to the transactions
contemplated hereby on such date), Company is, and Company and its Subsidiaries
taken as a whole are, Solvent. As of each Funding Date, upon the incurrence of
any Loans by, or the issuance of Letters of Credit for the account of, any Loan
Party on such date, Company is, and Company and its Subsidiaries taken as a
whole are, Solvent.

     7.14 Matters Relating to Collateral.

     A. Creation, Perfection and Priority of Liens. The execution and delivery
of the Collateral Documents by Loan Parties, together with (i) the actions that
have been taken, and (ii) the delivery to Administrative Agent of any Pledged
Collateral in accordance herewith, are effective to create in favor of
Administrative Agent for the benefit of Lenders, as security for the Obligations
and the Secured Swap Obligations, a valid Lien on all of the Collateral, and all
filings and other actions necessary or desirable to perfect and maintain the
perfection and First Priority status of such Liens have been duly made or taken
and remain in full force and effect.

     B. Governmental Authorizations. No authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority is required on
the part of or in respect of any Loan Party for either (i) the pledge or grant
by any Loan Party of the Liens purported to be created in favor of
Administrative Agent pursuant to any of the Collateral Documents or (ii) the
exercise by Administrative Agent of any rights or remedies in respect of any
Collateral (whether specifically granted or created pursuant to any of the
Collateral Documents or created or provided for by Applicable Law), except for
filings or recordings contemplated by subsection 7.14A.

     C. Absence of Third-Party Filings. Except such as may have been filed in
favor of Administrative Agent as contemplated by subsections 5.2 and 7.14A and
to evidence permitted lease obligations and other Liens permitted pursuant to
subsection 9.2A, (i) no effective financing statement, fixture filing, caveat,
encumbrance or other instrument similar in effect covering all or any part of
the Collateral is on file in any filing or recording office, and (ii) no
effective filing covering all or any part of the IP Collateral is on file in any
Canadian registry allowing or contemplating such filings.

                                                                              96



     D. Information Regarding Collateral. All information supplied to
Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.

     7.15 Disclosure.

          As of the Closing Date, no representation or warranty of Holdings or
any of its Subsidiaries contained in the Confidential Information Memorandum, in
any Loan Document, Related Document or in any other document, certificate or
written statement furnished to Lenders by or on behalf of Holdings or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits to state a
material fact (known to Company, in the case of any document not furnished by it
and not otherwise expressly disclosed in any other of the above-described
documents) necessary in order to make the statements contained herein or therein
not misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by Company to be
reasonable at the time made, it being recognized by Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results. There are no facts known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of a
general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have not
been disclosed herein or in other documents, certificates and statements
furnished to Lenders for use in connection with the transactions contemplated
hereby.

     7.16 Related Documents.

     A. Delivery of Related Documents. Company has delivered to Lenders complete
and correct copies of each Related Document and of all exhibits and schedules
thereto.

     B. Sellers' Warranties. Except to the extent otherwise set forth herein or
in the schedules hereto, to Company's knowledge, each of the representations and
warranties given by Sellers to Company in the Acquisition Agreement is true and
correct in all material respects as of the date hereof (or as of any earlier
date to which such representation and warranty specifically relates) and will be
true and correct in all material respects as of the Closing Date (or as of such
earlier date, as the case may be), in each case subject to the qualifications
set forth in the schedules to the Acquisition Agreement.

     C. Warranties of Company. Subject to the qualifications set forth therein,
each of the representations and warranties given by Company to Sellers in the
Acquisition Agreement is true and correct in all material respects as of the
date hereof and will be true and correct in all material respects as of the
Closing Date.

     D. Survival. Notwithstanding anything in the Acquisition Agreement to the
contrary, the representations and warranties of Company set forth in subsections
7.16B and

                                                                              97



7.16C shall, solely for purposes of this Agreement, be deemed to be made in
favour of the Lenders and shall survive the Closing Date for the benefit of
Lenders.

     7.17 Accounts.

          Except as disclosed in the written information provided to
Administrative Agent and Lenders by Company, Administrative Agent may rely in
all material respects upon all statements, warranties, or representations made
in any Borrowing Base Certificate or other written report regarding accounts
receivable delivered hereunder by Company in determining which items of
Collateral are to be deemed Eligible Accounts Receivable.

     7.18 Deemed Repetition.

     On each Funding Date:

          (i) Representations True: each of the representations and warranties
     contained herein and in the other Loan Documents shall be true, correct and
     complete in all material respects on and as of that Funding Date to the
     same extent as though made on and as of that date, except to the extent
     such representations and warranties specifically relate to an earlier date,
     in which case such representations and warranties shall have been true,
     correct and complete in all material respects on and as of such earlier
     date (provided that if a representation and warranty is qualified as to
     materiality, with respect to such representation and warranty, the
     materiality qualifier set forth above shall be disregarded for purposes of
     this representation), and Company shall so confirm in the applicable Notice
     of Borrowing; and

          (ii) No Default: Company shall be deemed to have represented to
     Administrative Agent and the Lenders that, except as has otherwise been
     notified to Administrative Agent in writing and has been waived in
     accordance herewith, no Potential Event of Default or Event of Default has
     occurred and is continuing nor will any such event occur as a result of the
     aforementioned borrowing.

Section 8. COMPANY'S AFFIRMATIVE COVENANTS

          Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations, the satisfaction of all Bankers' Acceptances and the
cancellation or expiration of all Letters of Credit, unless Requisite Lenders
shall otherwise give prior written consent, Company shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 8.

     8.1  Financial Statements and Other Reports.

          Company will maintain, and cause each of its Subsidiaries to maintain,
a system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. Company will deliver to Administrative Agent, in sufficient copies
for delivery to all Lenders:

                                                                              98



          (i) Events of Default, Filings, etc.: promptly upon any officer of
     Company obtaining knowledge:

               (a) of any condition or event that constitutes an Event of
          Default or Potential Event of Default, or becoming aware that any
          Lender has given any notice (other than to Administrative Agent) or
          taken any other action with respect to a claimed Event of Default or
          Potential Event of Default,

               (b) that any Person has given any notice to Company or any of its
          Subsidiaries or taken any other action with respect to a claimed
          default or event or condition of the type referred to in subsection
          10.2,

               (c) of any condition or event that would be required to be
          disclosed in a material change report filed by Company with the
          Alberta Securities Commission if Company were required to file such
          reports under the Securities Act (Alberta),

               (d) of any default or claimed default under any lease of real
          property that has an aggregate value in excess of Cdn. $2,000,000, or
          any lease of vehicles or other equipment that has an aggregate value
          in excess of Cdn. $1,250,000, in either case that would entitle the
          lessor to terminate any lease in respect of such assets; or

               (e) of the occurrence of any event or change that has caused or
          evidences, either in any case or in the aggregate, a Material Adverse
          Effect,

     an Officer's Certificate specifying the nature and period of existence of
     such condition, event or change, or specifying the notice given or action
     taken by any such Person and the nature of such claimed Event of Default,
     Potential Event of Default, default, event or condition, and what action
     Company has taken, is taking and proposes to take with respect thereto;

          (ii) Monthly and Quarterly Financials: as soon as available and in any
     event within 30 days after the end of each month and within 45 days after
     the end of each of the first three Fiscal Quarters of each Fiscal Year,

               (a) the consolidated balance sheet of Company and its
          Subsidiaries as at the end of such fiscal period and the related
          consolidated statements of income, stockholders' equity and cash flows
          of Company and its Subsidiaries for such fiscal period and for the
          period from the beginning of the then current Fiscal Year to the end
          of such fiscal period, setting forth in each case in comparative form
          the corresponding figures for the corresponding periods of the
          previous Fiscal Year and the corresponding figures from the Financial
          Plan for the current Fiscal Year, to the extent prepared for such
          fiscal period, all in reasonable detail and certified by the chief
          financial officer of Company that they fairly present, in all material
          respects, the financial condition of Company and its Subsidiaries as
          at the dates

                                                                              99



          indicated and the results of their operations and their cash flows for
          the periods indicated, subject to changes resulting from audit and
          normal year-end adjustments,

               (b) a narrative report describing the operations of Company and
          its Subsidiaries in the form prepared for presentation to senior
          management for such fiscal period and for the period from the
          beginning of the then current Fiscal Year to the end of such fiscal
          period, and

               (c) a listing of all Material Contracts entered into by a Loan
          Party in such fiscal period, together with a copy of each such
          Material Contract which is reasonably expected to generate gross
          revenue to the Loan Parties in excess of Cdn.$50,000,000 over the term
          of the contract and any expected renewals thereof.

          (iii) Year-End Financials: as soon as available and in any event
     within 90 days after the end of each Fiscal Year:

               (a) the consolidated balance sheets of Company and its
          Subsidiaries as at the end of such Fiscal Year and the related
          consolidated statements of income, stockholders' equity and cash flows
          of Company and its Subsidiaries for such Fiscal Year, setting forth in
          each case in comparative form the corresponding figures for the
          previous Fiscal Year and the corresponding figures from the Financial
          Plan for the Fiscal Year covered by such financial statements, all in
          reasonable detail and certified by the chief financial officer of
          Company that they fairly present, in all material respects, the
          financial condition of Company and its Subsidiaries as at the dates
          indicated and the results of their operations and their cash flows for
          the periods indicated,

               (b) a narrative report describing the operations of Company and
          its Subsidiaries in the form prepared for presentation to senior
          management for such Fiscal Year, and

               (c) in the case of such consolidated financial statements, a
          report thereon of one of the "Big 4" accounting firms or other
          independent chartered accountants of recognized national standing
          selected by Company and satisfactory to Administrative Agent, which
          report shall be unqualified, shall express no doubts, assumptions or
          qualifications concerning the ability of Company and its Subsidiaries
          to continue as a going concern, and shall state that such consolidated
          financial statements fairly present, in all material respects, the
          consolidated financial position of Company and its Subsidiaries as at
          the dates indicated and the results of their operations and their cash
          flows for the periods indicated in conformity with GAAP applied on a
          basis consistent with prior years (except as otherwise disclosed in
          such financial statements) and that the examination by such
          accountants in connection with such consolidated financial statements
          has been made in accordance with generally accepted auditing
          standards;

                                                                             100



          (iv) Compliance Certificates: together with each delivery of financial
     statements pursuant to subclauses (ii) and (iii) above,

               (a) an Officer's Certificate of Company stating that the signers
          have reviewed the terms of this Agreement and have made, or caused to
          be made under their supervision, a review in reasonable detail of the
          transactions and condition of Company and its Subsidiaries during the
          accounting period covered by such financial statements and that such
          review has not disclosed the existence during or at the end of such
          accounting period, and that the signers do not have knowledge of the
          existence as at the date of such Officer's Certificate, of any
          condition or event that constitutes an Event of Default or Potential
          Event of Default, or, if any such condition or event existed or
          exists, specifying the nature and period of existence thereof and what
          action Company has taken, is taking and proposes to take with respect
          thereto; and

               (b) a Compliance Certificate demonstrating in reasonable detail
          compliance during and at the end of the applicable accounting periods
          with those covenants and restrictions contained in Section 9 set forth
          on the form of Compliance Certificate attached hereto;

          (v) Reconciliation Statements: if, as a result of any change in
     accounting principles and policies from those used in the preparation of
     the audited financial statements referred to in subsection 7.3, the
     consolidated financial statements of Company and its Subsidiaries delivered
     pursuant to subclauses (ii), (iii) or (xii) of this subsection 8.1 will
     differ in any material respect from the consolidated financial statements
     that would have been delivered pursuant to such subclauses had no such
     change in accounting principles and policies been made, then

               (a) together with the first delivery of financial statements
          pursuant to subclause (ii), (iii) or (xii) of this subsection 8.1
          following such change, consolidated financial statements of Company
          and its Subsidiaries for (y) the current Fiscal Year to the effective
          date of such change and (z) either (i) the two full Fiscal Years
          immediately preceding the Fiscal Year in which such change is made, in
          each case prepared on a pro forma basis as if such change had been in
          effect during such periods or (ii) a written description, in form and
          with detail reasonably satisfactory to Administrative Agent, of the
          impact such change would have had on the previous two full Fiscal
          Years if such change had been in effect during such periods, and

               (b) together with each delivery of financial statements pursuant
          to subclause (ii), (iii) or (xii) of this subsection 8.1 following
          such change, if required pursuant to subsection 1.2, a written
          statement of the chief accounting officer or chief financial officer
          of Company setting forth the differences (including any differences
          that would affect any calculations relating to the financial covenants
          set forth in subsection 9.6) which would have resulted if such
          financial statements had been prepared without giving effect to such
          change;

                                                                             101



          (vi) Accountants' Reports: promptly upon receipt thereof (unless
     restricted by applicable professional standards), copies of all reports
     submitted to Company by independent chartered accountants in connection
     with each annual, interim or special audit of the financial statements of
     Company and its Subsidiaries made by such accountants, including any
     comment letter submitted by such accountants to management in connection
     with their annual audit;

          (vii) Securities Filings and Press Releases: promptly upon their
     becoming available, copies of:

               (a) all regular and periodic reports and all registration
          statements (other than on Form S-8 or a similar form) and
          prospectuses, if any, filed by Company or any of its Subsidiaries with
          any securities exchange or with the Securities and Exchange
          Commission, the Alberta Securities Commission or any other
          governmental or private regulatory authority, and

               (b) all press releases, notices of material changes, and other
          statements that the Company or any of its Subsidiaries would be
          required, if they were reporting issuers, to make available generally
          concerning material developments in the business of Company or any of
          its Subsidiaries.

          (viii) Litigation or Other Proceedings: promptly upon any Officer of
     Company obtaining knowledge of (1) the institution of any Proceeding
     against Company or any of its Subsidiaries or any property of Company or
     any of its Subsidiaries not previously disclosed in writing by Company to
     Lenders, (2) the Release of Hazardous Materials in violation of
     Environmental Laws or (3) any material development in any Proceeding that,
     in any case:

               (a) has a reasonable possibility of giving rise to a Material
          Adverse Effect; or

               (b) seeks to enjoin or otherwise prevent the consummation of, or
          to recover any damages or obtain relief as a result of, the
          transactions contemplated hereby;

     written notice thereof together with such other information as may be
     reasonably available to Company to enable Lenders and their counsel to
     evaluate such matters

          (ix) Financial Plans: as soon as practicable and in any event no later
     than 30 days prior to the beginning of each Fiscal Year, a consolidated
     plan and financial forecast for such Fiscal Year (the "Financial Plan" for
     such Fiscal Year), including (a) a forecasted consolidated balance sheet
     and forecasted consolidated statements of income and cash flows of Company
     and its Subsidiaries for such Fiscal Year, and an explanation of the
     assumptions on which such forecasts are based, (b) forecasted consolidated
     statements of income and cash flows of Company and its Subsidiaries for
     each month of such Fiscal Year, together with an explanation of the
     assumptions on which such

                                                                             102



     forecasts are based, and (c) such other information and projections as
     Administrative Agent may reasonably request;

          (x) Insurance: as soon as practicable after any material change in
     insurance coverage maintained by or for Company and its Subsidiaries notice
     thereof to Administrative Agent specifying the changes and reasons
     therefor;

          (xi) Governing Body: with reasonable promptness, written notice of any
     change in the Governing Body of Holdings or Company;

          (xii) New Subsidiaries: promptly upon any Person becoming a Subsidiary
     of Company, a written notice setting forth with respect to such Person (a)
     the date on which such Person became a Subsidiary of Company and (b) all of
     the data required to be set forth in Schedule 7.1 annexed hereto with
     respect to all Subsidiaries of Company (it being understood that such
     written notice shall be deemed to supplement Schedule 7.1 annexed hereto
     for all purposes of this Agreement from and after the date delivery of such
     notice);

          (xiii) Material Contracts: promptly, and in any event within ten
     Business Days after any Officer of the Company becomes aware that any
     Material Contract is terminated, will not be renewed, or is amended in a
     manner materially adverse to the Company and its Subsidiaries taken as a
     whole, a written statement describing such event with copies of such
     amendments (if applicable);

          (xiv) Borrowing Base Certificates: as soon as available and in any
     event within 10 Business Days after the last Business Day of each month
     ending after the Closing Date, a Borrowing Base Certificate dated as of the
     last Business Day of such month, together with any additional schedules and
     other information as Administrative Agent may reasonably request, provided
     that if and for so long as the Total Utilization of Revolving Loan
     Commitments exceeds the Borrowing Base then in effect less the aggregate
     principal amount of all outstanding Term Loans including, for certainty,
     the face amount of all outstanding Bankers' Acceptances and BA Discount
     Notes thereunder, then Company shall prepare and provide Borrowing Base
     Certificates and related information on a weekly basis until Requisite
     Lenders otherwise direct. In addition to such monthly Borrowing Base
     Certificates, Company may from time to time deliver to Administrative Agent
     and Lenders on any Business Day after the Closing Date a Borrowing Base
     Certificate dated as of such Business Day, together with any additional
     schedules and other information as Administrative Agent may reasonably
     request, and the most recent Borrowing Base Certificate described in this
     clause that is delivered to Administrative Agent shall be used in
     calculating the Borrowing Base as of any date of determination; and

          (xv) Other Information: with reasonable promptness, such other
     information and data with respect to Company or any of its Subsidiaries as
     from time to time may be reasonably requested by Administrative Agent.

                                                                             103



     8.2  Existence, etc.

          Except as permitted under subsection 9.7, Company will, and will cause
each of its Subsidiaries to at all times preserve and keep in full force and
effect (i) its existence in the jurisdiction of organization specified on
Schedule 7.1 or any other jurisdiction in Canada, and (ii) all rights and
franchises material to its business, provided that neither Company nor any of
its Subsidiaries shall be required to preserve any such right or franchise if
the Governing Body of Company or such Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
Company or such Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to Company, such Subsidiary or Lenders.

     8.3  Payment of Taxes and Claims; Tax.

     A. Payment of Taxes. Except where failure to do so could reasonably be
expected to have a Material Adverse Effect, Company will, and will cause each of
its Subsidiaries to, pay all taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its
income, businesses or franchises before any penalty accrues thereon, and all
claims (including claims for labor, services, materials and supplies) for sums
that have become due and payable and that by Applicable Law have or may become a
Lien upon any of its properties or assets, prior to the time when any penalty or
fine shall be incurred with respect thereto, provided that in the case of a tax,
assessment, charge or claim that has or may become a Lien against any of the
Collateral, Company shall either pay the same, or shall be contesting the same
in good faith by appropriate proceedings promptly instituted and diligently
conducted, and in that regard shall have established such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP and
(ii) such proceedings shall be operating to stay the sale of any portion of the
Collateral to satisfy such charge or claim.

     B. Consolidated Returns. Company will not, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Holdings or any of its Subsidiaries).

     8.4  Maintenance of Properties; Insurance; Application of Net Insurance/
          Condemnation Proceeds.

     A. Maintenance of Properties. Company will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear excepted, all material properties
used or useful in the business of Company and its Subsidiaries (including all
Intellectual Property) and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof.

     B. Insurance. Company will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, environmental insurance and casualty insurance
with respect to liabilities, losses or damage in respect of the assets,
properties and businesses of Company and its Subsidiaries as may customarily be
carried or maintained under similar circumstances by corporations of

                                                                             104



established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality
of the foregoing, Company will maintain or cause to be maintained replacement
value casualty insurance on the Collateral under such policies of insurance,
with such insurance companies, in such amounts, with such deductibles, and
covering such risks as are at all times satisfactory to Administrative Agent in
its commercially reasonable judgment. Each such policy of insurance shall (a)
name Administrative Agent for the benefit of Lenders as an additional insured
thereunder as its interests may appear and (b) in the case of each casualty
insurance policy, contain a loss payable clause or endorsement, satisfactory in
form and substance to Administrative Agent, that names Administrative Agent for
the benefit of Lenders as the loss payee thereunder for any covered loss in
excess of Cdn. $15,000,000 and provides for at least 30 days prior written
notice to Administrative Agent of any modification or cancellation of such
policy.

     C. Application of Net Insurance/Condemnation Proceeds.

          (i) Business Interruption Insurance. Upon receipt by Company or any of
     its Subsidiaries of any business interruption insurance proceeds
     constituting Net Insurance/Condemnation Proceeds, (a) so long as no Event
     of Default or Potential Event of Default shall have occurred and be
     continuing, Company or such Subsidiary may retain and apply such Net
     Insurance/Condemnation Proceeds for working capital purposes, and (b) if an
     Event of Default or Potential Event of Default shall have occurred and be
     continuing, Company shall apply an amount equal to such Net
     Insurance/Condemnation Proceeds to prepay the Loans, and/or collateralize
     Letters of Credit (and/or the Revolving Loan Commitments shall be reduced)
     as provided in subsection 2.4B;

          (ii) Net Insurance/Condemnation Proceeds Received by Company. Upon
     receipt by Company or any of its Subsidiaries of any Net
     Insurance/Condemnation Proceeds other than from business interruption
     insurance,

               (a) so long as no Event of Default or Potential Event of Default
               shall have occurred and be continuing, Company shall, or shall
               cause one or more of its Subsidiaries to, promptly and diligently
               apply such Net Insurance/Condemnation Proceeds to pay or
               reimburse the costs of repairing, restoring or replacing the
               assets in respect of which such Net Insurance/Condemnation
               Proceeds were received or, to the extent not so applied, to
               prepay the Loans, including collateralizing Bankers' Acceptances
               (and/or the Revolving Loan Commitments shall be reduced) as
               provided in subsection 2.4B, and

               (b) if an Event of Default or Potential Event of Default shall
               have occurred and be continuing, Company shall apply an amount
               equal to such Net Insurance/Condemnation Proceeds to prepay the
               Loans, including

                                                                             105



               collateralizing Bankers' Acceptances (and/or the Commitments
               shall be reduced) as provided in subsection 2.4B.

          (iii) Net Insurance/Condemnation Proceeds Received by Administrative
     Agent. Upon receipt by Administrative Agent of any Net
     Insurance/Condemnation Proceeds as loss payee,

               (a) if and to the extent Company would have been required to
               apply such Net Insurance/Condemnation Proceeds (if it had
               received them directly) to prepay the Loans ,collateralize
               Bankers' Acceptances and/or reduce the Revolving Loan
               Commitments, Administrative Agent shall, and Company hereby
               authorizes Administrative Agent to, apply such Net
               Insurance/Condemnation Proceeds to prepay the Loans and
               collateralize Bankers' Acceptances (and/or the Revolving Loan
               Commitments shall be reduced) as provided in subsection 2.4B, and

               (b) to the extent the foregoing clause (a) does not apply, and
               (1) the aggregate amount of such Net Insurance/Condemnation
               Proceeds received (and reasonably expected to be received) by
               Administrative Agent in respect of any covered loss does not
               exceed Cdn.$15,000,000, Administrative Agent shall deliver such
               Net Insurance/Condemnation Proceeds to Company, and Company
               shall, or shall cause one or more of its Subsidiaries to,
               promptly apply such Net Insurance/Condemnation Proceeds to the
               costs of repairing, restoring, or replacing the assets in respect
               of which such Net Insurance/Condemnation Proceeds were received,
               and (2) if the aggregate amount of Net Insurance/Condemnation
               Proceeds received (and reasonably expected to be received) by
               Administrative Agent in respect of any covered loss exceeds Cdn.
               Cdn.$15,000,000, Administrative Agent shall hold such Net
               Insurance/Condemnation Proceeds in the Collateral Account
               pursuant to the terms of the Debenture and, so long as Company or
               any of its Subsidiaries proceeds diligently to repair, restore or
               replace the assets of Company or such Subsidiary in respect of
               which such Net Insurance/Condemnation Proceeds were received,
               Administrative Agent shall from time to time disburse to Company
               or such Subsidiary from the Collateral Account, to the extent of
               any such Net Insurance/Condemnation Proceeds remaining therein in
               respect of the applicable covered loss, amounts necessary to pay
               the cost of such repair, restoration or replacement after the
               receipt by Administrative Agent of invoices or other
               documentation reasonably satisfactory to Administrative Agent
               relating to the amount of costs so incurred and the work
               performed (including, if required by Administrative Agent, lien
               releases and architects' certificates), provided that if at any
               time Administrative Agent reasonably determines (A) that Company
               or such Subsidiary is not proceeding diligently with such repair,
               restoration or replacement or (B) that such repair, restoration
               or replacement cannot be completed with the Net

                                                                             106



               Insurance/Condemnation Proceeds then held by Administrative Agent
               for such purpose, together with funds otherwise available to
               Company for such purpose, or that such repair, restoration or
               replacement cannot be completed within 270 days after the receipt
               by Administrative Agent of such Net Insurance/Condemnation
               Proceeds, Administrative Agent shall, and Company hereby
               authorizes Administrative Agent to, apply such Net Insurance/
               Condemnation Proceeds to prepay the Loans, including
               collateralizing Bankers' Acceptances (and/or the Revolving Loan
               Commitments shall be reduced) as provided in subsection 2.4B.

     8.5  Inspection Rights; Lender Meeting.

     A. Inspection Rights. Company shall, and shall cause each of its
Subsidiaries to, permit any authorized representatives designated by
Administrative Agent to visit and inspect any of the properties of Company or of
any of its Subsidiaries, to inspect, copy and take extracts from its and their
financial and accounting records, and to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants
(provided that Company may, if it so chooses, be present at or participate in
any such discussion), and conduct financial audits, all upon reasonable notice
and at such reasonable times during normal business hours and as often as may
reasonably be requested.

          At any time or from time to time following the occurrence and during
the continuance of an Event of Default, Company shall, and shall cause each of
its Subsidiaries to, permit such visits and inspections, extractions,
discussions, and audits, and shall further permit Administrative Agent to
conduct such other environmental or property inspections and audits as
Administrative Agent deems appropriate, at the expense of Company.

     B. Lender Meeting. Company will, upon the request of Administrative Agent
or Requisite Lenders, participate in a meeting of Administrative Agent and
Lenders once during each Fiscal Year to be held at Company's principal offices
(or at such other location as may be agreed to by Company and Administrative
Agent) at such time as may be agreed to by Company and Administrative Agent.

     8.6  Compliance with Laws, etc.

          Company shall comply, and shall cause each of its Subsidiaries to
comply, with the requirements of all Applicable Laws, rules, regulations and
orders of any Governmental Authority (including all Environmental Laws),
noncompliance with which could reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Effect.

                                                                             107



     8.7  Environmental Matters.

     A. Environmental Disclosure. Company will deliver to Administrative Agent
and Lenders:

          (i) Environmental Audits and Reports. As soon as practicable following
     receipt thereof, copies of all environmental audits, assessments, studies,
     investigations, analyses and reports of any kind or character, whether
     prepared by personnel of Company or any of its Subsidiaries or by
     independent consultants, governmental authorities or any other Persons,
     with respect to significant environmental matters at any Facility that,
     individually or in the aggregate, could reasonably be expected to result in
     a Material Adverse Effect or with respect to any Environmental Claims that,
     individually or in the aggregate, could reasonably be expected to result in
     a Material Adverse Effect;

          (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon
     the occurrence thereof, written notice describing in reasonable detail (a)
     any Release required to be reported to any Governmental Authority or Person
     under any applicable Environmental Laws the existence of which could
     reasonably be expected to result in one or more Environmental Claims
     having, individually or in the aggregate, a Material Adverse Effect, and
     (b) any remedial action taken by Company or any other Person required by
     Environmental Law or in response to (1) any Hazardous Materials Activities
     the existence of which could reasonably be expected to result in one or
     more Environmental Claims having, individually or in the aggregate, a
     Material Adverse Effect, or (2) any Environmental Claims that, individually
     or in the aggregate, could reasonably be expected to result in a Material
     Adverse Effect.

          (iii) Written Communications Regarding Environmental Claims, Releases,
     Etc. As soon as practicable following the sending or receipt thereof by
     Company or any of its Subsidiaries, a copy of any and all written
     communications to or from any Governmental Authority or Person with respect
     to (a) any Environmental Claims that, individually or in the aggregate,
     could reasonably be expected to result in a Material Adverse Effect, (b)
     any Release required to be reported to any Governmental Authority or Person
     that, individually or in the aggregate, could reasonably be expected to
     result in a Material Adverse Effect, and (c) any request for information
     from any Governmental Authority investigating whether Company or any of its
     Subsidiaries may be potentially responsible for any Hazardous Materials
     Activity or violation of Environmental Laws that, individually or in the
     aggregate, could reasonably be expected to result in a Material Adverse
     Effect.

          (iv) Notice of Certain Proposed Actions Having Environmental Impact.
     Prompt written notice describing in reasonable detail (a) any proposed
     acquisition of stock, assets, or property by Company or any of its
     Subsidiaries that could reasonably be expected to (1) expose Company or any
     of its Subsidiaries to, or result in, Environmental Claims that could
     reasonably be expected to result in, individually or in the aggregate, a
     Material Adverse Effect, or (2) affect the ability of Company or any of its
     Subsidiaries to maintain in full force and effect all material Governmental
     Authorizations required under

                                                                             108



     any Environmental Laws for their respective operations and (b) any proposed
     action to be taken by Company or any of its Subsidiaries to modify current
     operations in a manner that could reasonably be expected to subject Company
     or any of its Subsidiaries to any additional obligations or requirements
     under any Environmental Laws that could reasonably be expected to result
     in, individually or in the aggregate, a Material Adverse Effect.

     B. Company's Actions Regarding Hazardous Materials Activities,
Environmental Claims and Violations of Environmental Laws.

          (i) Remedial Actions Relating to Hazardous Materials Activities.
     Company shall, in compliance with all applicable Environmental Laws and
     Governmental Authorizations, promptly undertake, and shall cause each of
     its Subsidiaries promptly to undertake, any and all investigations,
     studies, sampling, testing, abatement, cleanup, removal, remediation or
     other response actions necessary to remove, remediate, clean up or abate
     any Hazardous Materials or Hazardous Materials Activity on, under or about
     any Facility or which originated from any Facility that is in violation of
     any Environmental Laws or Governmental Authorizations, and for which
     Company or any of its Subsidiaries is responsible under Applicable Law, or
     that presents a risk of giving rise to an Environmental Claim against
     Company or any of its Subsidiaries, in any case where individually or in
     the aggregate failure to do so could reasonably be expected to result in a
     Material Adverse Effect.

          (ii) Actions with Respect to Environmental Claims and Violations of
     Environmental Laws. Company shall promptly take, and shall cause each of
     its Subsidiaries promptly to take, any and all actions necessary to (i)
     cure any violation of applicable Environmental Laws or Governmental
     Authorizations by Company or its Subsidiaries that could reasonably be
     expected to result in, individually or in the aggregate, a Material Adverse
     Effect and (ii) make an appropriate response to any Environmental Claim
     against Company or any of its Subsidiaries and discharge any obligations it
     may have to any Person thereunder in any case where individually or in the
     aggregate failure to do so could reasonably be expected to result in a
     Material Adverse Effect.

     8.8  First Priority Liens.

          Company shall ensure that:

          (i) subject only to subsection 8.9, all of its and its Subsidiaries'
     present and after acquired property, both real and personal, is at all
     times subject to the Liens constituted by the Collateral Documents, and

          (ii) such Liens at all times constitute First Priority Liens with
     respect to all such property, other than (A) property that is, in the
     opinion of the Administrative Agent acting reasonably, immaterial, both
     individually and in the aggregate, in terms of its value and its use in the
     operations of Company and its Subsidiaries or (B) equipment which has

                                                                             109



     been purchased or leased by Company or a Subsidiary of Company but which
     equipment has not yet entered the jurisdiction where the equipment will be
     used in the business of Company or such Subsidiary, so long as Company or
     such Subsidiary intends to bring such equipment into a jurisdiction where
     the Administrative Agent would have a First Priority Lien in such
     equipment, and Company or such Subsidiary does so as soon as practicable
     following such acquisition by purchase or lease.

     8.9  Execution of Subsidiary Guarantee and Personal Property Collateral
          Documents After the Closing Date.

     A. Execution of Subsidiary Guarantee and Personal Property Collateral
Documents. In the event that any Person becomes a Subsidiary of Company after
the date hereof, Company will promptly notify Administrative Agent of that fact
and cause such new Subsidiary to execute and deliver to Administrative Agent a
counterpart of, or joinder agreement in respect of, the Subsidiary Guarantee,
and to issue a new Debenture and to take all such further actions and execute
all such further documents and instruments (including actions, documents and
instruments comparable to those described in subsection 6.1K) as may be
necessary or, in the opinion of Administrative Agent, desirable to create in
favor of Administrative Agent, for the benefit of Lenders, a valid and perfected
Lien on all of the personal property and assets of such Subsidiary. In addition,
(a) if the Capital Stock of such new Subsidiary is not owned directly by the
Company or by a Subsidiary that has previously provided a Subsidiary Pledge
Agreement that remains in effect, the Company shall cause the Subsidiary that
owns the Capital Stock of such new Subsidiary, to execute and deliver to
Administrative Agent a Subsidiary Pledge Agreement, (b) the Company shall
deliver, or cause the Subsidiary that owns the Capital Stock of the new
Subsidiary to deliver, to Administrative Agent all certificates representing the
Capital Stock of such new Subsidiary (accompanied by irrevocable undated stock
powers, duly endorsed in blank), and (c) the Company shall cause the new
Subsidiary to become a party to the Company Pledge Agreement or Subsidiary
Pledge Agreement, as applicable (in its capacity as the entity whose securities
are the subject of such Pledge Agreement), either by executing any new Pledge
Agreement or an addition agreement to any existing Pledge Agreement.

     B. Subsidiary Organizational Documents, Legal Opinions, Etc. Company shall
deliver to Administrative Agent, together with the Loan Documents provided under
subsection 8.9A,

          (i) certified copies of such Subsidiary's Organizational Documents,
     together with a good standing certificate from the appropriate governmental
     official of the jurisdiction of its organization and each other
     jurisdiction in which such Person is qualified to do business, each to be
     dated a recent date prior to their delivery to Administrative Agent,

          (ii) a certificate executed by the secretary or similar officer of
     such Subsidiary as to (a) the fact that the attached resolutions of the
     Governing Body of such Subsidiary approving and authorizing the execution,
     delivery and performance of such Loan Documents are in full force and
     effect and have not been modified or amended and

                                                                             110



     (b) the incumbency and signatures of the officers of such Subsidiary
     executing such Loan Documents,

          (iii) a favorable opinion of counsel to such Subsidiary, in form and
     substance satisfactory to Administrative Agent, acting reasonably, as to
     (a) the due organization and good standing of such Subsidiary, (b) the due
     authorization, execution and delivery by such Subsidiary of such Loan
     Documents, (c) the enforceability of such Loan Documents against such
     Subsidiary and (d) such other matters (including matters relating to the
     creation and perfection of Liens in any Collateral pursuant to such Loan
     Documents) as Administrative Agent may reasonably request.

Section 9. COMPANY'S NEGATIVE COVENANTS

          Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans,
the satisfaction of all Bankers' Acceptances and other Obligations and the
cancellation or expiration of all Letters of Credit, unless Requisite Lenders
shall otherwise give prior written consent, Company shall perform, and shall
cause each of its Subsidiaries to perform, all covenants in this Section 9.

     9.1  Indebtedness.

          Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guarantee, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

          (i) Company may become and remain liable with respect to the
     Obligations;

          (ii) Company and its Domestic Subsidiaries may become and remain
     liable with respect to Contingent Obligations permitted by subsection 9.4
     and, upon any matured obligations actually arising pursuant thereto, the
     Indebtedness corresponding to the Contingent Obligations so extinguished;

          (iii) Company and its Domestic Subsidiaries may become and remain
     liable with respect to Indebtedness in respect of Capital Leases
     aggregating not in excess of Cdn. $20,000,000 at any one time;

          (iv) Company may become and remain liable with respect to Indebtedness
     to any Subsidiary Guarantor, and any wholly-owned Domestic Subsidiary of
     Company and Finance Co. may become and remain liable with respect to
     Indebtedness to Company or any Subsidiary Guarantor, provided that (a) a
     Lien on all such intercompany Indebtedness shall have been granted to
     Administrative Agent for the benefit of Lenders, and (b) if such
     intercompany Indebtedness is evidenced by a promissory note or other
     instrument, such promissory note or instrument shall have been pledged to
     Administrative Agent pursuant to a Debenture;

                                                                             111



          (v) Company and its Subsidiaries, as applicable, may remain liable
     with respect to Indebtedness described in Schedule 9.1 annexed hereto;

          (vi) Company may remain liable with respect to Indebtedness evidenced
     by the Senior Notes in an aggregate principal amount not to exceed U.S.
     $200,000,000; and

          (vii) Company and its Domestic Subsidiaries may become and remain
     liable with respect to other Indebtedness in an aggregate principal amount
     not to exceed Cdn. $20,000,000 at any time outstanding.

     9.2  Liens and Related Matters.

     A. Prohibition on Liens. Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, except:

          (i) Permitted Encumbrances, provided that nothing in this Agreement
     shall be construed as postponing or subordinating the Liens of the
     Collateral Documents to any such Permitted Encumbrance;

          (ii) Liens described in Schedule 9.2 annexed hereto;

          (iii) other Liens securing obligations in an aggregate amount not to
     exceed Cdn.$20,000,000 at any time outstanding, provided that in the case
     of Liens securing the Bonding Program, to the extent that such obligations
     are also secured by a Letter of Credit (or cash, to the extent permitted by
     subclause (iv) below), the face amount of such Letter of Credit (or the
     cash amount, as applicable) shall not count against the $20,000,000; and

          (iv) Liens on cash as security for the Bonding Program in an amount
     not to exceed Cdn.$30,000,000, but only if (a) at the time such Liens are
     granted, there is no Fronting Bank, and there is no other Revolving Lender
     or Revolving Lenders satisfactory to the providor(s) of the Bonding Program
     that have agreed to provide all Letters of Credit to serve as security
     therefor, and (ii) after giving effect to the granting of such Liens, the
     sum of the amount of cash subject to such Liens plus the Letters of Credit
     Usage shall not exceed Cdn.$30,000,000.

          Company shall not, and shall not permit any of its Subsidiaries to,
permit to remain in effect for more than 30 days after it becomes aware of the
same, any financing statement or other similar registration with respect to any
property, asset, income or profits of any Loan Party under any security
recording or notice statute, except for Liens permitted by this subsection 9.2,
and filings or registrations in respect of interests that do not relate to
Liens.

                                                                             112



     B. Equitable Lien in Favor of Lenders. If Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 9.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured, provided that notwithstanding the foregoing,
this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 9.2A.

     C. No Further Negative Pledges. Neither Company nor any of its Subsidiaries
shall enter into any agreement (other than the Senior Note Indenture, or any
agreement prohibiting only the creation of Liens securing Indebtedness
subordinated in right of payment to the Obligations) prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired to secure Indebtedness under any senior credit facility,
including this Agreement, except with respect to specific property encumbered to
secure payment of particular Indebtedness or to be sold pursuant to an executed
agreement with respect to an Asset Sale.

     D. No Restrictions on Subsidiary Distributions to Company or Other
Subsidiaries. Company will not, and will not permit any of its wholly-owned
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
any of such Subsidiary's Capital Stock owned by Company or any other Subsidiary
of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to
Company or any other Subsidiary of Company, (iii) make loans or advances to
Company or any other Subsidiary of Company, or (iv) transfer any of its property
or assets to Company or any other Subsidiary of Company, except (a) as provided
in this Agreement, (b) as may be provided in an agreement with respect to an
Asset Sale, and (c) as provided in the Senior Note Indenture.

     9.3  Investments; Acquisitions.

          Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, or acquire, by purchase or otherwise, all or substantially all
the business, property or fixed assets of, or Capital Stock or other ownership
interest of any Person, or any division or line of business of any Person
except:

          (i) Company and its Subsidiaries may make and own Investments in Cash
     and Cash Equivalents;

          (ii) Company and its wholly-owned Domestic Subsidiaries may make and
     own additional equity Investments in their respective wholly-owned Domestic
     Subsidiaries and Finance Co.;

          (iii) Company and its Subsidiaries may make intercompany loans to the
     extent permitted under subsection 9.1(iv);

                                                                             113



          (iv) Company and its Subsidiaries may make Consolidated Capital
     Expenditures permitted by subsection 9.8;

          (v) Company and its Subsidiaries may continue to own the Investments
     owned by them and described in Schedule 9.3 annexed hereto;

          (vi) Company may acquire and hold obligations of one or more officers
     or other employees of Company or its Subsidiaries in connection with such
     officers' or employees' acquisition of shares of Holdings' common stock, so
     long as no cash is actually advanced by Company or any of its Subsidiaries
     to such officers or employees in connection with the acquisition of any
     such obligations;

          (vii) Company and its Subsidiaries may receive and hold promissory
     notes and other non-cash consideration received in connection with any
     Asset Sale permitted by subsection 9.7;

          (viii) Company and its Subsidiaries may, in the ordinary course of
     business, exchange accounts receivable that are excluded from Eligible
     Accounts Receivable under clause (vi) thereof , for Investments;

          (ix) Company may make and own Permitted Joint Venture Investments in
     an aggregate amount not to exceed at any time Cdn.$10,000,000; and

          (x) Company and its Domestic Subsidiaries may make and own other
     Investments in an aggregate amount not to exceed at any time
     Cdn.$15,000,000.

          For certainty, neither the acquisition nor the retirement of Senior
Notes in connection with any exchange of exchange notes therefor (containing
substantially identical terms (except that such exchange notes will not contain
terms with respect to transfer restrictions or the accrual of liquidated
damages) to the Senior Notes), as contemplated by the Senior Note Indenture,
shall constitute an Investment.

     9.4  Contingent Obligations.

          Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

          (i) Subsidiaries of Company may become and remain liable with respect
     to Contingent Obligations in respect of the Subsidiary Guarantee;

          (ii) Company may become and remain liable with respect to Contingent
     Obligations in respect of Letters of Credit, and Company and its
     Subsidiaries may become and remain liable with respect to Contingent
     Obligations in respect of other letters of credit in an aggregate amount
     not to exceed at any time Cdn. $10,000,000;

                                                                             114



          (iii) Company may become and remain liable with respect to Contingent
     Obligations under Currency Agreements with respect to Indebtedness under
     the Senior Notes;

          (iv) Company may become and remain liable with respect to Contingent
     Obligations under other Hedge Agreements with respect to Indebtedness in an
     aggregate notional principal amount not to exceed at any time Cdn.
     $30,000,000;

          (v) Company and its Subsidiaries may become and remain liable with
     respect to Contingent Obligations in respect of customary indemnification
     and purchase price adjustment obligations incurred in connection with Asset
     Sales or other sales of assets;

          (vi) Company and its Subsidiaries may become and remain liable with
     respect to Contingent Obligations in respect of any obligations of Company
     or any Subsidiary Guarantors permitted by subsection 9.1;

          (vii) Company and its Subsidiaries, as applicable, may remain liable
     with respect to Contingent Obligations described in Schedule 9.4 annexed
     hereto;

          (viii) Subsidiary Guarantors may become and remain liable with respect
     to Contingent Obligations arising under their guarantees of the Senior
     Notes;

          (ix) Company and its Subsidiaries may become and remain liable for
     Contingent Obligations under the Bonding Program; and

          (x) Company and its Domestic Subsidiaries may become and remain liable
     with respect to other Contingent Obligations, provided that the maximum
     aggregate liability, contingent or otherwise, of Company and its Domestic
     Subsidiaries in respect of all such other Contingent Obligations shall at
     no time exceed Cdn. $10,000,000.

     9.5  Restricted Junior Payments.

          Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment, provided that Company may make Restricted Junior
Payments to Holdings:

          (i) in an aggregate amount not to exceed Cdn. $1,000,000 in any Fiscal
     Year, to the extent necessary to permit Holdings to pay general
     administrative costs and expenses,

          (ii) so long as no Event of Default or Potential Event of Default
     shall have occurred and be continuing or shall be caused thereby, in an
     aggregate amount not to exceed Cdn. $2,000,000 in any Fiscal Year, or Cdn.
     $10,000,000 during the term of this Agreement, for distribution to Parent
     to the extent necessary to permit Parent to repurchase shares of Parent
     Common Stock (or options or warrants to acquire Parent Common Stock) from
     employees of Company; and

                                                                             115



          (iii) so long as no Event of Default or Potential Event of Default
     shall have occurred and be continuing or shall be caused thereby, to the
     extent necessary to permit Holdings to discharge its tax liabilities, so
     long as Holdings applies the amount of any such Restricted Junior Payment
     for such purpose.

     9.6  Financial Covenants.

          A. Minimum Interest Coverage Ratio. Company shall not permit the ratio
of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for (a)
the period of the Closing Date through March 31, 2004, to be less than
2.10:1.00, (b) the period of the Closing Date through June 30, 2004, to be less
than 2.25:1.00, (c) the period of the Closing Date through September 30, 2004,
to be less than 2.25:1.00, and (d) for any four-Fiscal Quarter period ending
during any of the periods set forth below to be less than the correlative ratio
indicated:

                                      Minimum Interest
Period                                 Coverage Ratio
- ------                                ---------------
October 1, 2004 - December 31, 2004      2.5:1.00
January 1, 2005 - March 31, 2005         2.5:1.00
April 1, 2005 - June 30, 2005            2.5:1.00
July 1, 2005 - September 30, 2005       2.75:1.00
October 1, 2005 - December 31, 2005     3.00:1.00
January 1, 2006 - March 31, 2006        3.00:1.00
April 1, 2006 - June 30, 2006           3.00:1.00
July 1, 2006 - September 30, 2006       3.00:1.00
October 1, 2006 - December 31, 2006     3.00:1.00
January 1, 2007 - March 31, 2007        3.00:1.00
April 1, 2007 - June 30, 2007           3.00:1.00
July 1, 2007 - September 30, 2007       3.00:1.00
October 1, 2007 - December 31, 2007     3.00:1.00
January 1, 2008 - March 31, 2008        3.00:1.00
April 1, 2008 - June 30, 2008           3.00:1.00
July 1, 2008 - September 30, 2008       3.00:1.00

          B. Minimum Fixed Charge Coverage Ratio. Company shall not permit the
ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges for (a) the
period of the Closing Date through March 31, 2004, to be less than 1.10:1.00,
(b) the period of the Closing Date through June 30, 2004, to be less than
1.20:1.00, (c) the period of the Closing Date through September 30, 2004, to be
less than 1.25:1.00, and (d) any four-Fiscal Quarter period ending during any of
the periods set forth below to be less than the correlative ratio indicated:

                                          Minimum Fixed
Period                                Charge Coverage Ratio
- ------                                ---------------------
October 1, 2004 - December 31, 2004         1.25:1.00

                                                                             116



                                          Minimum Fixed
Period                                Charge Coverage Ratio
- ------                                ---------------------
January 1, 2005 - March 31, 2005            1.25:1.00
April 1, 2005 - June 30, 2005               1.25:1.00
July 1, 2005 - September 30, 2005           1.25:1.00
October 1, 2005 - December 31, 2005         1.25:1.00
January 1, 2006 - March 31, 2006            1.25:1.00
April 1, 2006 - June 30, 2006               1.25:1.00
July 1, 2006 - September 30, 2006           1.25:1.00
October 1, 2006 - December 31, 2006         1.25:1.00
January 1, 2007 - March 31, 2007            1.25:1.00
April 1, 2007 - June 30, 2007               1.25:1.00
July 1, 2007 - September 30, 2007           1.25:1.00
October 1, 2007 - December 31, 2007         1.25:1.00
January 1, 2008 - March 31, 2008            1.25:1.00
April 1, 2008 - June 30, 2008               1.25:1.00
July 1, 2008 - September 30, 2008           1.25:1.00


          C. Maximum Leverage Ratio. Company shall not permit the Consolidated
Leverage Ratio as of the last day of the most recently ended Fiscal Quarter
ending during any of the periods set forth below to exceed the correlative ratio
indicated:

Period                                Maximum Leverage Ratio
- ------                                ----------------------
January 1, 2004 - March 31, 2004             4.25:1.00
April 1, 2004 - June 30, 2004                4.25:1.00
July 1, 2004 - September 30, 2004            4.25:1.00
October 1, 2004 - December 31, 2004          4.15:1.00
January 1, 2005 - March 31, 2005             4.00:1.00
April 1, 2005 - June 30, 2005                3.75:1.00
July 1, 2005 - September 30, 2005            3.75:1.00
October 1, 2005 - December 31, 2005          3.50:1.00
January 1, 2006 - March 31, 2006             3.50:1.00
April 1, 2006 - June 30, 2006                3.25:1.00
July 1, 2006 - September 30, 2006            3.25:1.00
October 1, 2006 - December 31, 2006          3.25:1.00
January 1, 2007 - March 31, 2007             3.25:1.00
April 1, 2007 - June 30, 2007                3.00:1.00
July 1, 2007 - September 30, 2007            3.00:1.00
October 1, 2007 - December 31, 2007          3.00:1.00
January 1, 2008 - March 31, 2008             2.75:1.00
April 1, 2008 - June 30, 2008                2.75:1.00
July 1, 2008 - September 30, 2008            2.75:1.00

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          D. Maximum Senior Leverage Ratio. Company shall not permit the
Consolidated Senior Leverage Ratio as of the last day of the most recently ended
Fiscal Quarter ending during any of the periods set forth below to exceed the
correlative ratio indicated:

                                             Maximum
Period                                Senior Leverage Ratio
- ------                                ---------------------
January 1, 2004 - March 31, 2004            1.25:1.00
April 1, 2004 - June 30, 2004               1.25:1.00
July 1, 2004 - September 30, 2004           1.25:1.00
October 1, 2004 - December 31, 2004         1.25:1.00
January 1, 2005 - March 31, 2005            1.25:1.00
April 1, 2005 - June 30, 2005               1.25:1.00
July 1, 2005 - September 30, 2005           1.00:1.00
October 1, 2005 - December 31, 2005         1.00:1.00
January 1, 2006 - March 31, 2006            1.00:1.00
April 1, 2006 - June 30, 2006               1.00:1.00
July 1, 2006 - September 30, 2006           1.00:1.00
October 1, 2006 - December 31, 2006         1.00:1.00
January 1, 2007 - March 31, 2007            1.00:1.00
April 1, 2007 - June 30, 2007               1.00:1.00
July 1, 2007 - September 30, 2007           1.00:1.00
October 1, 2007 - December 31, 2007         1.00:1.00
January 1, 2008 - March 31, 2008            1.00:1.00
April 1, 2008 - June 30, 2008               1.00:1.00
July 1, 2008 - September 30, 2008           1.00:1.00

          E. Minimum Consolidated EBITDA. Company shall not permit Consolidated
EBITDA for any four-Fiscal Quarter period ending during any of the periods set
forth below to be less than the correlative amount indicated:

                                            Minimum
Period                                Consolidated EBITDA
- ------                                -------------------
January 1, 2004 - March 31, 2004          $65,000,000
April 1, 2004 - June 30, 2004             $67,500,000
July 1, 2004 - September 30, 2004         $70,000,000
October 1, 2004 - December 31, 2004       $75,000,000

                                                                             118



                                            Minimum
Period                                Consolidated EBITDA
- ------                                -------------------
January 1, 2005 - March 31, 2005          $80,000,000
April 1, 2005 - June 30, 2005             $82,500,000
July 1, 2005 - September 30, 2005         $85,000,000
October 1, 2005 - December 31, 2005       $90,000,000
January 1, 2006 - March 31, 2006          $90,000,000
April 1, 2006 - June 30, 2006             $90,000,000
July 1, 2006 - September 30, 2006         $90,000,000
October 1, 2006 - December 31, 2006       $90,000,000
January 1, 2007 - March 31, 2007          $90,000,000
April 1, 2007 - June 30, 2007             $90,000,000
July 1, 2007 - September 30, 2007         $90,000,000
October 1, 2007 - December 31, 2007       $90,000,000
January 1, 2008 - March 31, 2008          $90,000,000
April 1, 2008 - June 30, 2008             $90,000,000
July 1, 2008 - September 30, 2008         $90,000,000

     9.7  Restriction on Fundamental Changes; Asset Sales.

          Company shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of Company or any of its
Subsidiaries, or enter into any transaction of amalgamation, merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables or Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:

          (i) any Subsidiary of Company may be amalgamated or merged with or
     into Company or any wholly-owned Subsidiary Guarantor, or be liquidated,
     wound up or dissolved, provided that in such case Company or such
     wholly-owned Subsidiary Guarantor shall be the continuing or surviving
     Person; or all or any part of the business, property or assets of any
     Subsidiary of Company may be conveyed, sold, leased, transferred or
     otherwise disposed of, in one transaction or a series of transactions, to
     Company or any wholly-owned Subsidiary Guarantor;

          (ii) Company and its Subsidiaries may sell or otherwise dispose of
     assets in transactions that do not constitute Asset Sales, provided that
     the consideration received for such assets shall be in an amount at least
     equal to the fair market value thereof;

          (iii) Company and its Subsidiaries may dispose of obsolete, worn out
     or surplus property in the ordinary course of business;

                                                                             119



          (iv) Company and its Subsidiaries may make Asset Sales of assets
     having a fair market value not in excess of $15,000,000 in any Fiscal Year,
     provided that (a) the consideration received for such assets shall be in an
     amount at least equal to the fair market value thereof, (b) at least 75% of
     the consideration received shall be cash, and (c) the proceeds of such
     Asset Sales shall be applied as required by subsection 2.4B(iii)(a) or
     subsection 2.4G;

          (v) in order to resolve disputes (or to settle with non-paying account
     debtors) that occur in the ordinary course of business, Company and its
     Subsidiaries may discount or otherwise compromise for less than the face
     value thereof, notes or accounts receivable;

          (vi) Company or a Subsidiary may sell or dispose of shares of Capital
     Stock of any of its Subsidiaries in order to qualify members of the
     Governing Body of the Subsidiary if and to the extent required by
     Applicable Law;

          (vii) the Acquisition and the Amalgamation may occur in accordance
     with the terms and conditions of the Acquisition Agreement and the Articles
     of Amalgamation, respectively; and

          (viii) except for clause (i) above, any Person may be merged with or
     into Company or any Subsidiary of Company, and Company and/or Subsidiary of
     Company may amalgamate with any such Person, if the acquisition of the
     Capital Stock of such Person by Company or such Subsidiary would have been
     permitted pursuant to subsection 9.3, provided that:

               (a) in the case of a merger with or into Company, Company shall
          be the continuing or surviving Person;

               (b) in the case of any other merger, if a Subsidiary is not the
          surviving or continuing Person, the surviving Person becomes a
          Subsidiary of Company and complies with the provisions of subsection
          9.9, and

               (c) no Potential Event of Default or Event of Default shall have
          occurred or be continuing immediately after giving effect thereto.

     9.8  Consolidated Capital Expenditures.

          Company shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures, in any period indicated below, in an
aggregate amount in excess of the corresponding amount (the "Maximum
Consolidated Capital Expenditures Amount") set forth below opposite such period,
provided that the Maximum Consolidated Capital Expenditures Amount for any
period shall be increased by an amount equal to the excess, if any, of the
Maximum Consolidated Capital Expenditures Amount for the previous period
(without giving effect to any adjustment in accordance with this proviso) over
the actual amount of Consolidated Capital Expenditures for such previous period
and provided, further, that

                                                                             120



Consolidated Capital Expenditures Amount for the previous period (without giving
effect to any adjustment in accordance with this proviso) over the actual amount
of Consolidated Capital Expenditures for such previous period and provided,
further, that Consolidated Capital Expenditures made or incurred in any period
shall be deemed to be made first in respect of amounts carried over from the
immediately preceding period pursuant to the foregoing proviso and second in
respect of the Consolidated Capital Expenditures Amount specified below for such
period:

                                  Maximum Consolidated
Fiscal Year                       Capital Expenditures
- -----------                       --------------------
Closing - March 31, 2004               $ 6,000,000
April 1, 2004 - March 31, 2005         $52,000,000
April 1, 2005 - March 31, 2006         $66,000,000
April 1, 2006 - March 31, 2007         $97,000,000
April 1, 2007 - March 31, 2008         $24,000,000
April 1, 2008 - March 31, 2009         $20,000,000

     9.9  Transactions with Shareholders and Affiliates.

          Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 5% or more of any class of equity Securities of
Parent or Holdings or with any Affiliate of Company or Holdings or of any such
holder:

          (i) in the case of any agreement or arrangement pursuant to which any
     Loan Party is obligated to pay any amounts to Permitted Holders or any of
     their respective Affiliates, without the prior written consent of
     Administrative Agent, and

          (ii) in all other cases, on terms that are less favorable to Company
     or that Subsidiary, as the case may be, than those that might be obtained
     at the time from Persons who are not such a holder or Affiliate,

provided that the foregoing restriction shall not apply to:

               (a) any transaction between Company and any of its wholly-owned
          Subsidiaries or between any of its wholly-owned Subsidiaries,

               (b) reasonable and customary fees paid to members of the
          Governing Bodies of Company and its Subsidiaries,

               (c) payments of fees to Permitted Holders and other equity
          investors on the Closing Date not to exceed U.S. $6,000,000 and
          reimbursement of expenses to Permitted Holders and other equity
          investors on the Closing Date,

               (d) so long as no Event of Default or Potential Event of Default
          shall have occurred and be continuing or shall be caused thereby,
          payments of Management Fees in accordance with the Advisory Services
          Agreement and

                                                                             121



          reimbursement of expenses of Permitted Holders as provided therein, in
          each case so long as such payment is permitted under subsection 9.5,
          and

               (e) indemnification payments to officers or directors of Loan
          Parties, and customary board of directors fees and expenses.

     9.10 Sales and Lease-Backs.

          Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real or personal), whether now owned or
hereafter acquired,

          (i) that Company or any of its Subsidiaries has sold or transferred or
     is to sell or transfer to any other Person (other than Company or any of
     its Subsidiaries); or

          (ii) that Company or any of its Subsidiaries intends to use for
     substantially the same purpose as any other property that has been or is to
     be sold or transferred by Company or any of its Subsidiaries to any Person
     (other than Company or any of its Subsidiaries) in connection with such
     lease;

provided that Company and its Subsidiaries may become and remain liable as
lessee, guarantor or other surety with respect to any such lease if and to the
extent that Company or any of its Subsidiaries would be permitted to enter into,
and remain liable under, such lease to the extent that the transaction would be
permitted under subsection 9.1, assuming the sale and lease back transaction
constituted Indebtedness in a principal amount equal to the gross proceeds of
the sale.

     9.11 Conduct of Business.

          From and after the Closing Date, Company shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders.

     9.12 Amendments or Waivers of Certain Agreements.

          Neither Company nor any of its Subsidiaries will agree to any material
amendment to, or waive any of its material rights under, any Related Document
after the Closing Date without in each case obtaining the prior written consent
of Requisite Lenders.

     9.13 Fiscal Year.

          Company shall not change its Fiscal Year end from March 31.

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Section 10. EVENTS OF DEFAULT

          If any of the following conditions or events ("Events of Default")
shall occur:

     10.1 Failure to Make Payments When Due.

          Failure by Company to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; failure by Company to pay when
due any amount payable to an Issuing Lender in reimbursement of any drawing
under a Letter of Credit; failure by Company to collateralize any Bankers'
Acceptance or Letter of Credit when required hereunder; or failure by Company to
pay any interest on any Loan or any fee or any other amount due under this
Agreement, within five days after the date due; or

     10.2 Default in Other Agreements.

          (i) Failure of Company or any of its Subsidiaries to pay when due any
     principal of or interest on one or more items of Indebtedness (other than
     Indebtedness referred to in subsection 10.1) or Contingent Obligations in
     an individual principal amount of Cdn.$5,000,000 or more or with an
     aggregate principal amount of Cdn.$7,500,000 or more, in each case beyond
     the end of any grace period provided therefor; or

          (ii) breach or default by Company or any of its Subsidiaries with
     respect to any other material term of (a) one or more items of Indebtedness
     or Contingent Obligations in the individual or aggregate principal amounts
     referred to in clause (i) above, or (b) any loan agreement, mortgage,
     indenture or other agreement relating to such item(s) of Indebtedness or
     Contingent Obligation(s), if the effect of such failure, breach or default
     is to cause, or to permit the holder or holders of that Indebtedness or
     Contingent Obligation(s) (or a trustee on behalf of such holder or holders)
     to cause, that Indebtedness or Contingent Obligation(s) to become or be
     declared due and payable prior to its stated maturity or the stated
     maturity of any underlying obligation, as the case may be (upon the giving
     or receiving of notice, lapse of time, both, or otherwise); or

     10.3 Breach of Certain Covenants.

          Failure of Company to perform or comply with any term or condition
contained in subsection 2.5 or 8.2(i) or Section 9 of this Agreement; or

     10.4 Breach of Warranty.

          Any representation, warranty, certification or other statement made by
Holdings, Company or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by Holdings, Company or any of its
Subsidiaries in writing pursuant hereto or thereto or in connection herewith or
therewith shall be false in any material respect on the date as of which made or
deemed made, provided that, if such false representation, warranty,

                                                                             123



certification or statement is capable of being corrected, and the applicable
Loan Party causes such representation, warranty, certification or statement to
be corrected by no later than 30 days after it is made or deemed made, the
falseness of such representation, warranty, certification or statement shall not
constitute an Event of Default; or

     10.5 Other Defaults Under Loan Documents.

          Any Loan Party shall default in the performance of or compliance with
any term contained in this Agreement or any of the other Loan Documents, other
than any such term referred to in any other subsection of this Section 10, and
such default shall not have been remedied or waived within 30 days after the
earlier of (i) an Officer of Company or such Loan Party becoming aware of such
default or (ii) receipt by Company and such Loan Party of notice from
Administrative Agent or any Lender of such default; or

     10.6 Involuntary Bankruptcy; Appointment of Receiver, etc.

          If any case, proceeding or other action shall be instituted in any
court of competent jurisdiction, against Holdings, Company or any Subsidiary
seeking in respect of such Person an adjudication in bankruptcy, reorganization
of its indebtedness, dissolution, winding up, liquidation, a composition,
proposal or arrangement with creditors, a readjustment of debts, the appointment
of a trustee, receiver, receiver and manager, interim receiver, custodian,
liquidator or any Person with similar powers with respect to such Person or of
all or any substantial part of its assets, or any other like relief in respect
of such Person under a Bankruptcy Law, the Companies' Creditors Arrangement Act
(Canada), the Winding Up Act (Canada), the Partnership Act (Alberta) or any
other bankruptcy, insolvency or analogous law and:

          (i) such case, proceeding or other action results in an entry of an
     order for relief or any such adjudication or appointment; or

          (ii) if such case, proceeding or other action is being contested in
     good faith and by appropriate proceedings, the same shall continue
     undismissed, or unstayed and in effect, for any period of 45 days past the
     commencement of such case, proceeding or action; or

     10.7 Voluntary Insolvency.

          If Company, Holdings or any Subsidiary:

          (i) makes any assignment in bankruptcy or makes any other assignment
     for the benefit of creditors;

          (ii) makes any proposal under a Bankruptcy Law or any comparable law,
     seeks relief under the Companies' Creditors Arrangement Act (Canada), the
     Winding Up Act (Canada) or any other bankruptcy, insolvency or analogous
     law, or files a petition or proposal to take advantage of any act of
     insolvency;

                                                                             124



          (iii) consents to or acquiesces in the appointment of a trustee in
     bankruptcy, receiver, receiver and manager, interim receiver, custodian,
     sequestrator or other person with similar powers of itself or of all or any
     portion of its assets which is, in the opinion of the Requisite Lenders,
     material;

          (iv) files a petition or otherwise commences any proceeding seeking
     any reorganization, arrangement, composition, administration or
     readjustment under any applicable bankruptcy, insolvency, moratorium,
     reorganization or other similar law affecting creditors' rights;

          (v) commits an act of bankruptcy under a Bankruptcy Law;

          (vi) is adjudicated insolvent under a Bankruptcy Law, or admits in
     writing its inability to pay its debts as they become due; or

          (vii) consents to, or acquiesces in, the filing of such assignment,
     proposal, relief, petition, proposal, appointment or proceeding or takes
     any action to authorize or effect any of the foregoing; or

     10.8 Judgments and Attachments.

          Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of Cdn. $5,000,000 or
(ii) in the aggregate at any time an amount in excess of Cdn. $7,500,000 (in
either case not adequately covered by insurance of a solvent unaffiliated
insurance company that has not denied coverage in writing) shall be entered or
filed against Company or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of 60 days (or in any event later than five days prior to the date of any
proposed sale thereunder); or

     10.9 Dissolution.

          Any order, judgment or decree of a court of competent jurisdiction
shall be entered against Holdings, Company or any of its Subsidiaries decreeing
the dissolution or split up of Holdings, Company or that Subsidiary and such
order shall remain undischarged or unstayed for a period in excess of 60 days;
or

     10.10 Seizure.

          If property and assets of Company or any Subsidiary having an
aggregate fair market value in excess of Cdn $5,000,000 is seized or otherwise
attached by anyone pursuant to any legal process or other means, including
distress, execution or any other step or proceeding with similar effect and such
attachment, step or other proceeding shall continue in effect and not be
released, discharged, bonded or stayed within 60 days; or

     10.11 Change in Control.

          A Change in Control shall have occurred; or

                                                                             125



     10.12 Invalidity of Loan Documents; Failure of Security; Repudiation of
           Obligations.

          At any time after the execution and delivery thereof:

          (i) any Loan Document or any provision thereof, for any reason other
     than the satisfaction in full of all Obligations, shall cease to be in full
     force and effect (other than in accordance with its terms),

          (ii) any Loan Document or any provision thereof shall be declared by a
     court of competent jurisdiction to be null and void,

          (iii) Administrative Agent shall not have or shall cease to have a
     valid and perfected First Priority Lien in Collateral purported to be
     covered by the Collateral Documents which has a fair market value,
     individually or in the aggregate, exceeding Cdn.$5,000,000, or

          (iv) any Loan Party shall contest the validity or enforceability of
     any Loan Document or any provision thereof in writing or deny in writing
     that it has any further liability, including with respect to future
     advances by Lenders, under any Loan Document or any provision thereof to
     which it is a party;

unless, in the case of clause (i) above, such unenforceability is capable of
remedy and the applicable Loan Party remedies such unenforceability within 30
days of it being determined, or in the case of clause (ii) above such Loan Party
appeals such declaration and has it finally overturned within 30 days of such
declaration having been made, in which case the unenforceability, declaration or
failure shall not constitute an Event of Default.

     10.13 Conduct of Business By Holdings.

          Holdings shall (i) engage in any business other than entering into and
performing its obligations under and in accordance with the Loan Documents and
Related Documents to which it is a party, and its obligations to bonding
companies referred to in subclause (iii) below, (ii) own any assets other than
(a) the capital stock of Company, and (b) Cash and Cash Equivalents in an amount
not exceeding the amounts theretofore permitted to be distributed to Holdings
under subsection 9.5 plus the aggregate amount of Net Securities Proceeds from
the issuance of Capital Stock of Holdings or from any capital contribution to
Holdings by any holder of the Capital Stock thereof not required to be applied
to prepay the Loans pursuant to subsection 2.4B(iv)(c), or (iii) have any
Indebtedness or other liability other than its obligations under the Holdings
Guarantee or the Holdings Preferred Stock, or liabilities to bonding companies
in respect of any Bonding Program; or

     10.14 Conduct of Business by Finance Co.

          Finance Co. shall (i) engage in any business other than entering into
and performing its obligations under, in accordance with, and as contemplated
in, the Loan

                                                                             126



Documents, the Senior Notes, any guarantee related to the Senior Notes, and
Related Documents to which it is a party, or (ii) own any assets other than
Loans made to a Loan Party, and any notes evidencing the same.

     10.15 Failure to Consummate Acquisition or Amalgamation.

          The Acquisition or the Amalgamation shall not be consummated in
accordance with this Agreement and the applicable Related Documents concurrently
with the making of the initial Loans, or the Acquisition or the Amalgamation
shall be unwound, reversed or otherwise rescinded in whole or in part for any
reason; or

     10.16 Amendment of Certain Documents of Holdings.

          Holdings shall agree to any material amendment to, or waive any of its
material rights under, or otherwise change any material terms of, any of the
Acquisition Agreement, the Articles of Amalgamation or the Holdings Certificate
of Designations, in each case as in effect on the Closing Date, in a manner
adverse to Holdings or any of its Subsidiaries or to Lenders without the prior
written consent of Administrative Agent and Requisite Lenders:

then:

          (i) upon the occurrence of any Event of Default described in
     subsection 10.6 or 10.7, each of (a) the unpaid principal amount of and
     accrued interest on the Loans, (b) an amount equal to the aggregate face
     amount of all Bankers' Acceptances and the maximum amount that may at any
     time be drawn under all Letters of Credit then outstanding (whether or not
     any beneficiary under any such Letter of Credit shall have presented, or
     shall be entitled at such time to present, the drafts or other documents or
     certificates required to draw under such Letter of Credit), and (c) all
     other Obligations shall automatically become immediately due and payable,
     without presentment, demand, protest or other requirements of any kind, all
     of which are hereby expressly waived by Company to the extent permitted by
     Applicable Law, and the obligation of each Lender to make any Loan, the
     obligation of Fronting Bank to issue any Letter of Credit and the right of
     any Lender to issue any Letter of Credit hereunder shall thereupon
     terminate, and

          (ii) upon the occurrence and during the continuance of any other Event
     of Default, Administrative Agent shall, upon the written request or with
     the written consent of Requisite Lenders, by written notice to Company,
     declare all or any portion of the amounts described in clauses (i)(a)
     through (c) above to be, and the same shall forthwith become, immediately
     due and payable, and the obligation of each Lender to make any Loan, the
     obligation of Fronting Bank to issue any Letter of Credit and the right of
     any Lender to issue any Letter of Credit hereunder shall thereupon
     terminate, provided that the foregoing shall not affect in any way the
     obligations of Revolving Lenders under subsection 4.3C(i) or the
     obligations of Revolving Lenders to purchase assignments of any unpaid
     Swing Line Loans as provided in subsection 2.1A(iii).

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          Any amounts described in clause (i)(b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of this Agreement and shall be applied as provided in subsection 2.4G.

Section 11. ADMINISTRATIVE AGENT

     11.1 Appointment.

     A. Appointment of Administrative Agent. RBC is hereby appointed
Administrative Agent hereunder and under the other Loan Documents. Each Lender
hereby authorizes Administrative Agent to act as its agent in accordance with
the terms of this Agreement and the other Loan Documents. Administrative Agent
agrees to act upon the express conditions contained in this Agreement and the
other Loan Documents, as applicable. Except for subsections 11.1B, 11.5 and
11.6, the provisions of this Section 11 are solely for the benefit of
Administrative Agent and Lenders and no Loan Party shall have rights as a third
party beneficiary of any of the provisions thereof. In performing its functions
and duties under this Agreement, Administrative Agent shall act solely as an
agent of Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Company or any
other Loan Party.

     B. Appointment of Supplemental Collateral Agents. It is the purpose of this
Agreement and the other Loan Documents that there shall be no violation of any
law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the
other Loan Documents, and in particular in case of the enforcement of any of the
Loan Documents, or in case Administrative Agent deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the rights,
powers or remedies granted herein or in any of the other Loan Documents or take
any other action which may be desirable or necessary in connection therewith, it
may be necessary that Administrative Agent appoint an additional individual or
institution as a separate trustee, co-trustee, collateral agent or collateral
co-agent (any such additional individual or institution being referred to herein
individually as a "Supplemental Collateral Agent" and collectively as
"Supplemental Collateral Agents").

          In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty, and each obligation, expressed or intended by this
Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to Administrative Agent or to which the Administrative Agent is
subject, with respect to such Collateral shall be exercisable by and vest in
such Supplemental Collateral Agent to the extent, and only to the extent,
necessary to enable such Supplemental Collateral Agent to exercise such rights,
powers and privileges with respect to such Collateral as if such Supplemental
Collateral Agent were the Administrative Agent, and to perform such duties with
respect to such Collateral, and every covenant and obligation contained in the
Loan Documents and necessary to the exercise or performance thereof by and
against such Supplemental Collateral Agent shall run to and be enforceable by
and against either Administrative Agent or such Supplemental Collateral Agent,
and (ii) the provisions of this

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Section 11 and of subsections 12.2 and 12.3 that refer to Administrative Agent
shall inure to the benefit of such Supplemental Collateral Agent and all
references therein to Administrative Agent shall be deemed to be references to
Administrative Agent and/or such Supplemental Collateral Agent, as the context
may require.

          Should any instrument in writing from Company or any other Loan Party
be required by any Supplemental Collateral Agent so appointed by Administrative
Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, Company shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by Administrative Agent. In case any Supplemental Collateral Agent,
or a successor thereto, shall die, become incapable of acting, resign or be
removed, all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by Applicable Law, shall vest in and
be exercised by Administrative Agent until the appointment of a new Supplemental
Collateral Agent.

     C. Control. Each Lender and Administrative Agent hereby appoint each other
Lender as agent for the purpose of perfecting Administrative Agent's security
interest in assets that, in accordance with any governing legislation, can be
perfected by possession or control.

     11.2 Powers and Duties; General Immunity.

     A. Powers; Duties Specified. Each Lender irrevocably authorizes
Administrative Agent to take such action on such Lender's behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as
are specifically delegated or granted to Administrative Agent by the terms
hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto. Administrative Agent shall have only those duties
and responsibilities that are expressly specified in this Agreement and the
other Loan Documents together with such powers, rights and remedies as are
reasonably incidental thereto. Administrative Agent may exercise such powers,
rights and remedies and perform such duties by or through its agents or
employees. Administrative Agent shall not have, by reason of this Agreement or
any of the other Loan Documents, a fiduciary relationship in respect of any
Lender or Company; and nothing in this Agreement or any of the other Loan
Documents, expressed or implied, is intended to or shall be so construed as to
impose upon Administrative Agent any obligations in respect of this Agreement or
any of the other Loan Documents except as expressly set forth herein or therein.

     B. No Responsibility for Certain Matters. No Agent shall be responsible to
any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any other
Loan Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished or made by such Agent to Lenders or by or on behalf of
Company to such Agent or any Lender in connection with the Loan Documents and
the transactions contemplated thereby or for the financial condition or business
affairs of Company or any other Person liable for the payment of any
Obligations, nor shall such Agent be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or

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agreements contained in any of the Loan Documents or as to the use of the
proceeds of the Loans or the use of the Letters of Credit or as to the existence
or possible existence of any Event of Default or Potential Event of Default.
Anything contained in this Agreement to the contrary notwithstanding,
Administrative Agent shall not have any liability arising from confirmations of
the amount of outstanding Loans or the Letter of Credit Usage or the component
amounts thereof.

     C. Exculpatory Provisions. No Agent or any of its officers, directors,
employees or agents shall be liable to Lenders for any action taken or omitted
by such Agent under or in connection with any of the Loan Documents except to
the extent caused by such Agent's gross negligence or willful misconduct. An
Agent shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection with this Agreement or
any of the other Loan Documents or from the exercise of any power, discretion or
authority vested in it hereunder or thereunder unless and until such Agent shall
have received instructions in respect thereof from Requisite Lenders (or such
other Lenders as may be required to give such instructions under subsection
12.6) and, upon receipt of such instructions from Requisite Lenders (or such
other Lenders, as the case may be), such Agent shall be entitled to act or
(where so instructed) refrain from acting, or to exercise such power, discretion
or authority, in accordance with such instructions. Without prejudice to the
generality of the foregoing, (i) each Agent shall be entitled to rely, and shall
be fully protected in relying, upon any communication, instrument or document
believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons, and shall be entitled to rely and shall be protected
in relying on opinions and judgments of attorneys (who may be attorneys for
Company and its Subsidiaries), accountants, experts and other professional
advisors selected by it; and (ii) no Lender shall have any right of action
whatsoever against an Agent as a result of such Agent acting or (where so
instructed) refraining from acting under this Agreement or any of the other Loan
Documents in accordance with the instructions of Requisite Lenders (or such
other Lenders as may be required to give such instructions under subsection
12.6).

     D. Agents Entitled to Act as Lender. The agency hereby created shall in no
way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, an Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans and the Letters of Credit, an
Agent shall have the same rights and powers hereunder as any other Lender and
may exercise the same as though it were not performing the duties and functions
delegated to it hereunder, and the term "Lender" or "Lenders" or any similar
term shall, unless the context clearly otherwise indicates, include each Agent
in its individual capacity. An Agent and its Affiliates may accept deposits
from, lend money to, acquire equity interests in and generally engage in any
kind of commercial banking, investment banking, trust, financial advisory or
other business with Company or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection with this Agreement and
otherwise without having to account for the same to Lenders.

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     11.3 Independent Investigation by Lenders; No Responsibility For Appraisal
          of Creditworthiness.

          Each Lender agrees that it has made its own independent investigation
of the financial condition and affairs of Company and its Subsidiaries in
connection with the making of the Loans and the issuance of Letters of Credit
hereunder and that it has made and shall continue to make its own appraisal of
the creditworthiness of Company and its Subsidiaries. No Agent shall have any
duty or responsibility, either initially or on a continuing basis, to make any
such investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or issuance of any Letter of
Credit or at any time or times thereafter, and no Agent shall have any
responsibility with respect to the accuracy of or the completeness of any
information provided to Lenders.

     11.4 Right to Indemnity.

          Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify each Agent and its officers, directors, employees, agents, attorneys,
professional advisors and Affiliates to the extent that any such Person shall
not have been reimbursed by Company, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements on a solicitor and his own
client basis, and fees and disbursements of any financial advisor engaged by
Agents) or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against an Agent or and other such Persons in
exercising the powers, rights and remedies of an Agent or performing duties of
an Agent hereunder or under the other Loan Documents or otherwise in its
capacity as Agent in any way relating to or arising out of this Agreement or the
other Loan Documents, provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of an Agent resulting solely from such
Agent's gross negligence or willful misconduct as determined by a final judgment
of a court of competent jurisdiction. If any indemnity furnished to an Agent or
any other such Person for any purpose shall, in the opinion of such Agent, be
insufficient or become impaired, such Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

     11.5 Successor Administrative Agent and Swing Line Lender.

     A. Successor Administrative Agent. Any Administrative Agent may resign at
any time by giving 30 days' prior written notice thereof to Lenders and Company.
Upon any such notice of resignation, Requisite Lenders shall have the right,
upon five Business Days' notice to Company, to appoint a successor
Administrative Agent, which must be a Lender, subject (if no Event of Default
exists) to the approval of Company. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent. Whether or not a successor is appointed, the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement
upon its resignation becoming effective in accordance with its notice of

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resignation. After any retiring Agent's resignation hereunder as an Agent, the
provisions of this Section 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was an Agent under this Agreement.

     B. Successor Swing Line Lender. Any resignation of Administrative Agent
pursuant to subsection 11.5A shall also constitute the resignation of it or its
successor as Swing Line Lender, and any successor Administrative Agent appointed
pursuant to subsection 11.5A shall, upon its acceptance of such appointment,
become the successor Swing Line Lender for all purposes hereunder. In such event
Company shall prepay any outstanding Swing Line Loans made by the retiring or
removed Administrative Agent in its capacity as Swing Line Lender.

     C. Successor Fronting Bank. The Fronting Bank may resign at any time by
giving 30 days' prior written notice thereof to Lenders and Company. Upon any
such notice of resignation, Requisite Lenders shall have the right, upon five
Business Days' notice to Company, to appoint a successor Fronting Bank, which
must be a Lender, subject (if no Event of Default exists) to the approval of
Company. Upon the acceptance of any appointment as Fronting Bank hereunder by a
successor Fronting Bank, that successor Fronting Bank shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Fronting Bank and the retiring Fronting Bank shall be discharged from
its duties and obligations under this Agreement. Whether or not a successor is
appointed, the retiring Fronting Bank shall be discharged from its duties and
obligations under this Agreement upon its resignation becoming effective in
accordance with its notice of resignation. After any retiring Fronting Bank's
resignation hereunder as Fronting Bank, the provisions of this Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was a Fronting Bank under this Agreement.

     11.6 Collateral Documents and Guarantees.

          Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party and to be the agent for and representative of Lenders under any
other Loan Document other than this Agreement, and each Lender agrees to be
bound by the terms of each such Loan Document, provided that Administrative
Agent shall not:

          (i) enter into or consent to any material amendment, modification,
     termination or waiver of any provision contained in any such Loan Document,
     or

          (ii) release any Collateral,

except in compliance with subsection 12.6, and provided further that, without
further written consent or authorization from Lenders, Administrative Agent may
execute any documents or instruments necessary to:

               (a) release any Lien encumbering any item of Collateral that is
          the subject of a sale or other disposition of assets permitted by this
          Agreement or to which Requisite Lenders have otherwise consented,

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               (b) release any Subsidiary Guarantor from the Subsidiary
          Guarantee if all of the Capital Stock of such Subsidiary Guarantor is
          sold to any Person (other than an Affiliate of Company) pursuant to a
          sale or other disposition permitted hereunder or to which Requisite
          Lenders have otherwise consented, or

               (c) subordinate the Liens of Administrative Agent, on behalf of
          Lenders, to any Liens permitted by subsection 9.2;

so long as, in the case of a sale of such item of Collateral or Capital Stock
referred to in subclause (a) or (b), the requirements of subsections 12.14 and
12.15 are satisfied. Anything contained in any of the Loan Documents to the
contrary notwithstanding, Company, Administrative Agent and each Lender hereby
agree that:

                    (1) no Lender shall have any right individually to realize
               upon any of the Collateral under any Collateral Document or to
               enforce any Guarantee, it being understood and agreed that all
               powers, rights and remedies under the Collateral Documents and
               the Guarantees may be exercised solely by Administrative Agent
               for the benefit of Lenders in accordance with the terms thereof,
               and

                    (2) in the event of a foreclosure by Administrative Agent on
               any of the Collateral pursuant to a public or private sale,
               Administrative Agent or any Lender may be the purchaser of any or
               all of such Collateral at any such sale and Administrative Agent,
               as agent for and representative of Lenders (but not any Lender or
               Lenders in its or their respective individual capacities unless
               Requisite Lenders shall otherwise agree in writing) shall be
               entitled, for the purpose of bidding and making settlement or
               payment of the purchase price for all or any portion of the
               Collateral sold at any such public sale, to use and apply any of
               the Obligations as a credit on account of the purchase price for
               any collateral payable by Administrative Agent at such sale.

     11.7 Duties of Other Agents.

          To the extent that any Lender is identified in this Agreement as a
"co-agent," documentation agent or Syndication Agent, such Lender shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.

     11.8 Administrative Agent May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to Holdings, Company or any of the Subsidiaries of
Holdings or Company, Administrative Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein

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expressed or by declaration or otherwise and irrespective of whether
Administrative Agent shall have made any demand on Company) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

          (i) to file and prove a claim for the whole amount of principal and
     interest owing and unpaid in respect of the Loans or Letters of Credit and
     any other Obligations that are owing and unpaid and to file such other
     papers or documents as may be necessary or advisable in order to have the
     claims of Lenders and Agents (including any claim for the reasonable
     compensation, expenses, disbursements and advances of Lenders and Agents
     and their agents and counsel and all other amounts due Lenders and Agents
     under subsections 2.3 and 12.2) allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and 12.2.

          Nothing herein contained shall be deemed to authorize Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lenders or to authorize Administrative Agent to
vote in respect of the claim of any Lender in any such proceeding.

Section 12. MISCELLANEOUS

     12.1 Successors and Assigns; Assignments and Participations in Loans and
          Letters of Credit.

     A. General. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of Lenders (it being understood
that Lenders' rights of assignment are subject to the further provisions of this
subsection 12.1). Neither Company's rights or obligations hereunder nor any
interest therein may be assigned or delegated by Company without the prior
written consent of all Lenders (and any attempted assignment or transfer by
Company without such consent shall be null and void). No sale, assignment or
transfer or participation of any Letter of Credit or any participation therein
may be made separately from a sale, assignment, transfer or participation of a
corresponding interest in the Revolving Loan Commitment and the Revolving Loans
of the Revolving Lender effecting such sale, assignment, transfer or
participation. Anything contained herein to the contrary notwithstanding, except
as provided in subsection 2.1A(iii) and subsection 12.5, the Swing Line Loan
Subcommitment and the Swing Line Loans of Swing Line Lender may not be sold,
assigned or transferred as described below to

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any Person other than a successor Administrative Agent and Swing Line Lender to
the extent contemplated by subsection 11.5. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Affiliates of each of Administrative
Agent and Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

     B.   Assignments.

          (i) Amounts and Terms of Assignments. Any Lender may assign to one or
     more Eligible Assignees all or any portion of its rights and obligations
     under this Agreement, provided that:

               (a) except (1) in the case of an assignment of the entire
          remaining amount of the assigning Lender's rights and obligations
          under this Agreement or (2) in the case of an assignment to a Lender
          or an Affiliate of a Lender or an Approved Fund of a Lender, the
          aggregate amount of the Revolving Loan Exposure or Term Loan Exposure,
          as the case may be, of the assigning Lender and the assignee subject
          to each such assignment shall not be less than Cdn. $1,000,000, in the
          case of any assignment of a Revolving Loan Commitment or Cdn.
          $1,000,000, in the case of any assignment of a Term Loan, unless each
          of Administrative Agent and, so long as no Event of Default has
          occurred and is continuing, Company otherwise consents (each such
          consent not to be unreasonably withheld or delayed),

               (b) each partial assignment shall be made as an assignment of a
          proportionate part of all the assigning Lender's rights and
          obligations under this Agreement with respect to the Loan or the
          Commitment assigned,

               (c) the assignor and the assignee under each assignment shall
          execute and deliver to Administrative Agent an Assignment Agreement,
          together with a processing and recordation fee of $3,500 (unless the
          assignee is an Affiliate or an Approved Fund of the assignor, in which
          case no fee shall be required), and the Eligible Assignee, if it shall
          not be a Lender, shall deliver to Administrative Agent information
          reasonably requested by Administrative Agent), and

               (d) except in the case of an assignment to another Lender, an
          Affiliate of a Lender or an Approved Fund of a Lender, Administrative
          Agent and, if no Event of Default has occurred and is continuing,
          Company, shall have consented thereto (which consent shall not be
          unreasonably withheld), and shall evidence such consent in writing on
          request by any party to the Assignment Agreement.

     Upon such execution, delivery and consent, from and after the effective
     date specified in such Assignment Agreement, (y) the assignee thereunder
     shall be a party hereto and, to the extent that rights and obligations
     hereunder have been assigned to it pursuant to such Assignment Agreement,
     shall have the rights and obligations of a Lender hereunder and

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     (z) the assigning Lender thereunder shall, to the extent that rights and
     obligations hereunder have been assigned by it pursuant to such Assignment
     Agreement, relinquish its rights (other than any rights which survive the
     termination of this Agreement under subsection 12.9B) and be released from
     its obligations under this Agreement (and, in the case of an Assignment
     Agreement covering all or the remaining portion of an assigning Lender's
     rights and obligations under this Agreement, such Lender shall cease to be
     a party hereto, provided that, anything contained in any of the Loan
     Documents to the contrary notwithstanding, if such Lender is an Issuing
     Lender such Lender shall continue to have all rights and obligations of an
     Issuing Lender until the cancellation or expiration of any Letters of
     Credit issued by it and the reimbursement of any amounts drawn thereunder).
     Other than as provided in subsection 2.1A(iii) and subsection 12.5, any
     assignment or transfer by a Lender of rights or obligations under this
     Agreement that does not comply with this subsection 12.1B shall be treated
     for purposes of this Agreement as a sale by such Lender of a participation
     in such rights and obligations in accordance with subsection 12.1C.

          (ii) Acceptance by Administrative Agent; Recordation in Register. Upon
     its receipt of an Assignment Agreement executed by an assigning Lender and
     an assignee representing that it is an Eligible Assignee, together with the
     processing and recordation fee referred to in subsection 12.1B(i),
     Administrative Agent shall, if Administrative Agent and Company have
     consented to the assignment evidenced thereby (in each case to the extent
     such consent is required pursuant to subsection 12.1B(i)), (a) accept such
     Assignment Agreement by executing a counterpart thereof as provided therein
     (which acceptance shall evidence any required consent of Administrative
     Agent to such assignment), (b) record the information contained therein in
     the Register, and (c) give prompt notice thereof to Company. Administrative
     Agent shall maintain a copy of each Assignment Agreement delivered to and
     accepted by it as provided in this subsection 12.1B(ii).

          (iii) Deemed Consent by Company. If the consent of Company to an
     assignment or to an Eligible Assignee is required hereunder (including a
     consent to an assignment which does not meet the minimum assignment
     thresholds specified in subsection 12.1B(i), but excluding any consent of
     Company required for the sale of a participation set forth in subsection
     12.1C), Company shall be deemed to have given its consent five Business
     Days after the date notice thereof has been delivered by the assigning
     Lender (through Administrative Agent) unless such consent is expressly
     refused by Company on or prior to such fifth Business Day.

     C. Participations. Any Lender may, without the consent of, or notice to,
Company or Administrative Agent, sell participations to one or more Persons
(other than a natural Person or Company or any of its Affiliates) in all or a
portion of such Lender's rights and/or obligations under this Agreement,
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) Company, Administrative
Agent and Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender

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sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement, provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver directly affecting
(a) the extension of the regularly scheduled maturity of any portion of the
principal amount of or interest on any Loan allocated to such participation
(other than interest imposed by subsection 2.2D for a period not to exceed 60
days) or (b) a reduction of the principal amount of or the rate of interest
payable on any Loan allocated to such participation (other than interest imposed
by subsection 2.2D for a period not to exceed 60 days). Subject to the further
provisions of this subsection 12.1C, Company agrees that each Participant shall
be entitled to the benefits of subsection 2.6 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection 12.1B.
To the extent permitted by Applicable Law, each Participant also shall be
entitled to the benefits of subsection 12.4 as though it were a Lender, provided
such Participant agrees to be subject to subsection 12.5 and 12.20 as though it
were a Lender. A Participant shall not be entitled to receive any greater
payment under subsection 2.6 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant unless the
sale of the participation to such Participant is made with Company's prior
written consent.

          Where payments to a Participant are subject to withholding tax
pursuant to Part XIII of the Income Tax Act, a Participant shall not be entitled
to the benefits of subsection 2.6 unless Company is notified of the
participation sold to such Participant and Company agrees to comply with
subsection 2.6 as though such Participant were a Lender.

     D. Pledges and Assignments. Any Lender may at any time pledge or assign a
security interest in all or any portion of its Loans, and the other Obligations
owed to such Lender, to any banking or finance Governmental Authority to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to any Federal Reserve Bank, provided that (i) no Lender shall be
relieved of any of its obligations hereunder as a result of any such assignment
or pledge and (ii) in no event shall any assignee or pledgee be considered to be
a "Lender" or be entitled to require the assigning Lender to take or omit to
take any action hereunder.

     E. Information. Each Lender may furnish any information concerning Company
and its Subsidiaries in the possession of that Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject to subsection 12.20.

     F. Agreements of Lenders. Each Lender listed on the signature pages hereof
hereby agrees, and each Lender that becomes a party hereto pursuant to an
Assignment Agreement shall be deemed to agree, (i) that it is an Eligible
Assignee described in clause (ii) of the definition thereof; (ii) that it has
experience and expertise in the making of or purchasing loans such as the Loans;
and (iii) that it will make or purchase Loans for its own account in the
ordinary course of its business and without a view to distribution of such Loans
within the meaning of the Securities Act or the Exchange Act or other securities
laws (it being understood that, subject to the provisions of this subsection
12.1, the disposition of such Loans or any interests therein shall at all times
remain within its exclusive control).

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     12.2 Expenses.

          Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly:

          (i) all reasonable costs and expenses of the Agents incurred in
     connection with the negotiation, preparation and execution of the Loan
     Documents and any consents, amendments, waivers or other modifications
     thereto;

          (ii) all costs and expenses of furnishing all opinions by counsel for
     Company (including any opinions requested by Agents or Lenders as to any
     legal matters arising hereunder) and of Company's performance of and
     compliance with all agreements and conditions on its part to be performed
     or complied with under this Agreement and the other Loan Documents
     including with respect to confirming compliance with environmental,
     insurance and solvency requirements;

          (iii) all reasonable fees, expenses and disbursements of counsel to
     Administrative Agent on a solicitor and his own client basis (including
     allocated costs of internal counsel) in connection with the negotiation,
     preparation, execution and administration of the Loan Documents and any
     consents, amendments, waivers or other modifications thereto and any other
     documents or matters requested by Company;

          (iv) all costs and expenses of creating and perfecting Liens in favor
     of Administrative Agent on behalf of Lenders pursuant to any Collateral
     Document, including filing and recording fees, expenses and taxes, stamp or
     documentary taxes, search fees and reasonable fees, expenses and
     disbursements of counsel to Administrative Agent and of counsel providing
     any opinions that Administrative Agent or Requisite Lenders may request in
     respect of the Collateral Documents or the Liens created pursuant thereto;

          (v) all costs and expenses (including the reasonable fees, expenses
     and disbursements of any auditors, accountants or appraisers and any
     environmental, engineering or other consultants, advisors and agents
     employed or retained by Administrative Agent or its counsel) of obtaining
     and reviewing any appraisals or any environmental audits or reports
     provided for under this Agreement, provided that Administrative Agent shall
     advise Company of Lenders' intent to obtain such information, although
     failure to do so will not affect Company's obligations under this
     subsection 12.2;

          (vi) all costs and expenses incurred by Administrative Agent in
     connection with the custody or preservation of any of the Collateral;

          (vii) all other costs and expenses incurred by Agents in connection
     with the syndication of the Commitments;

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          (viii) all costs and expenses, including reasonable legal fees on a
     solicitor and his own client basis (including allocated costs of internal
     counsel) and fees, costs and expenses of accountants, advisors and
     consultants, incurred by Administrative Agent and its counsel relating to
     efforts to (a) evaluate or assess any Loan Party, its business or financial
     condition and (b) protect, evaluate, assess or dispose of any of the
     Collateral; and

          (ix) all costs and expenses, including reasonable attorneys' fees
     (including allocated costs of internal counsel), fees, costs and expenses
     of accountants, advisors and consultants and costs of settlement, incurred
     by Administrative Agent and Lenders in enforcing any Obligations of or in
     collecting any payments due from any Loan Party hereunder or under the
     other Loan Documents (including in connection with the sale of, collection
     from, or other realization upon any of the Collateral or the enforcement of
     the Loan Documents) or in connection with any refinancing or restructuring
     of the credit arrangements provided under this Agreement in the nature of a
     "work-out" or pursuant to any insolvency or bankruptcy proceedings.

     12.3 Indemnity.

          In addition to the payment of expenses pursuant to subsection 12.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders (including Issuing Lenders),
and the officers, directors, employees, agents and Affiliates of Agents and
Lenders (collectively called the "Indemnitees"), from and against any and all
Indemnified Liabilities (as hereinafter defined), provided that Company shall
not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise solely
from the gross negligence or willful misconduct of that Indemnitee as determined
by a final judgment of a court of competent jurisdiction.

          As used herein, "Indemnified Liabilities" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials or
Hazardous Materials Activity), expenses and disbursements of any kind or nature
whatsoever (including the reasonable fees and disbursements of counsel for
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner relating
to or arising out of:

                                                                             139



          (i) this Agreement, the other Loan Documents or the Related Documents
     or the transactions contemplated hereby or thereby (including Lenders'
     agreement to make the Loans hereunder or the use or intended use of the
     proceeds thereof or the issuance of Letters of Credit hereunder or the use
     or intended use of any thereof, the failure of an Issuing Lender to honor a
     drawing under a Letter of Credit as a result of any act or omission,
     whether rightful or wrongful, of any present or future de jure or de facto
     Governmental Authority or any enforcement of any of the Loan Documents
     (including any sale of, collection from, or other realization upon any of
     the Collateral or the enforcement of the Guarantees)), and further
     including:

               (a) any cost or expense incurred by reason of the liquidation or
          re-deployment in whole or in part of deposits or other funds required
          by any Lender to fund any Bankers' Acceptance or to fund or maintain
          any Loan as a result of Company's failure to complete a borrowing or
          to make any payment, repayment or prepayment on the date required
          hereunder or specified by it in any notice given hereunder;

               (b) subject to permitted or deemed Rollovers and Conversions,
          Company's failure to provide for the payment to Administrative Agent
          for the account of the Lenders of the full principal amount of each
          Bankers' Acceptance on its maturity date;

               (c) Company's failure to pay any other amount, including any
          interest or fee, due hereunder on its due date after the expiration of
          any applicable grace or notice periods (subject, however, to the
          interest obligations of Company hereunder for overdue amounts);

               (d) the prepayment of any outstanding Bankers' Acceptance
          otherwise than on the last day of its BA Interest Period;

               (e) Company's failure to give any notice required to be given by
          it to Administrative Agent or the Lenders hereunder;

               (f) the failure of Company to make any other payment due
          hereunder;

               (g) any inaccuracy or incompleteness of Company's representations
          and warranties contained herein;

               (h) any failure of Company to observe or fulfill its covenants
          contained herein;

               (i) any failure of Company to observe or fulfill any other
          Obligation not specifically referred to above; or

               (j) the occurrence of any Default or Event of Default in respect
          of Company;

                                                                             140



          (ii) any liabilities described in the fifth to last paragraph of the
     Commitment Letter from Syndication Agent to Sterling dated October 31,
     2003; or

          (iii) any Environmental Claim or any Hazardous Materials Activity
     relating to or arising from, directly or indirectly, any past or present
     activity, operation, land ownership, or practice of Company or any of its
     Subsidiaries.

          To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this subsection 12.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, Company shall
contribute the maximum portion that it is permitted to pay and satisfy under
Applicable Law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

     12.4 Set-Off; Security Interest in Deposit Accounts.

          In addition to any rights now or hereafter granted under Applicable
Law and not by way of limitation of any such rights, during the existence of any
Event of Default (and with the approval of the Requisite Lenders prior to any
Loans becoming or being declared to be due under Section 10), each Lender is
hereby authorized by Company at any time or from time to time, without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, time or demand, provisional or final, including Indebtedness evidenced
by certificates of deposit, whether matured or unmatured, but not including
trust accounts) and any other Indebtedness at any time held or owing by that
Lender or any Affiliate of that Lender to or for the credit or the account of
Company and each other Loan Party against and on account of the Obligations of
Company or any other Loan Party to that Lender (or any Affiliate of that Lender)
or to any other Lender (or any Affiliate of any other Lender) under this
Agreement, the Letters of Credit and participations therein and the other Loan
Documents, including all claims of any nature or description arising out of or
connected with this Agreement, the Letters of Credit and participations therein
or any other Loan Document, irrespective of whether or not (i) that Lender shall
have made any demand hereunder or (ii) the principal of or the interest on the
Loans or any amounts in respect of the Letters of Credit or any other amounts
due hereunder shall have become due and payable pursuant to Section 10 and
although said obligations and liabilities, or any of them, may be contingent or
unmatured. Company hereby further grants to Administrative Agent and each Lender
a security interest in all deposits and accounts maintained with Administrative
Agent or such Lender as security for the Obligations.

     12.5 Ratable Sharing.

          Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under a Bankruptcy Law, receive payment or reduction of a proportion
of the aggregate amount of principal, interest, amounts payable in respect of
Letters of Credit, fees and

                                                                             141



other amounts then due and owing to that Lender hereunder or under the other
Loan Documents (collectively, the "Aggregate Amounts Due" to such Lender) that
is greater than the proportion received by any other Lender in respect of the
Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (i) notify Administrative Agent and each
other Lender of the receipt of such payment and (ii) apply a portion of such
payment to purchase assignments (which it shall be deemed to have purchased from
each seller of an assignment simultaneously upon the receipt by such seller of
its portion of such payment) of the Aggregate Amounts Due to the other Lenders
so that all such recoveries of Aggregate Amounts Due shall be shared by all
Lenders in proportion to the Aggregate Amounts Due to them, provided that if all
or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy,
receivership or reorganization of a Loan Party or otherwise, those purchases
shall be rescinded and the purchase prices paid for such assignments shall be
returned to such purchasing Lender ratably to the extent of such recovery, but
without interest. Company expressly consents to the foregoing arrangement and
agrees that any purchaser of an assignment so purchased may exercise any and all
rights of a Lender as to such assignment as fully as if that Lender had complied
with the provisions of subsection 12.1B with respect to such assignment. In
order to further evidence such assignment (and without prejudice to the
effectiveness of the assignment provisions set forth above), each purchasing
Lender and each selling Lender agree to enter into an assignment agreement at
the request of a selling Lender or a purchasing Lender, as the case may be, in
form and substance reasonably satisfactory to each such Lender.

     12.6 Amendments and Waivers.

          No amendment, modification, termination or waiver of any provision of
this Agreement, and no consent to any departure by Company therefrom, shall in
any event be effective without the written concurrence of Requisite Lenders,
provided that no such amendment, modification, termination, waiver or consent
shall:

          (i) without the additional consent of each Lender with Obligations
     directly affected:

               (a) reduce the principal amount payable on account of any Loan,

               (b) increase the maximum aggregate amount of Letters of Credit
               available,

               (c) postpone any installment date or the final maturity date of
               any Loan,

               (d) postpone the date on which any interest or any fees are
               payable, other than interest imposed by subsection 2.2D for a
               period not to exceed 60 days,

                                                                             142



               (e) decrease the interest rate or stamping fee borne by any Loan
               or the amount of any fees payable hereunder, other than interest
               imposed by subsection 2.2D for a period not to exceed 60 days,

               (f) reduce the amount or postpone the due date of any amount
               payable in respect of any Letter of Credit,

               (g) extend the expiration date of any Letter of Credit beyond the
               Revolving Loan Commitment Termination Date,

               (h) change in any manner the obligations of Revolving Lenders
               relating to the purchase of participations in Letters of Credit,
               or

               (i) increase such Lender's Commitment;

          (ii) without the consent of all Lenders:

               (a) change in any manner the definition of "Class" or the
               definition of "Pro Rata Share" or the definition of "Requisite
               Class Lenders" or the definition of "Requisite Lenders" (except
               for any changes resulting solely from an increase in Commitments
               approved by Requisite Lenders),

               (b) change in any manner any provision of this Agreement that, by
               its terms, expressly requires the approval or concurrence of all
               Lenders,

               (c) increase the maximum duration of BA Interest Periods
               permitted hereunder,

               (d) release any Lien granted in favor of Administrative Agent
               with respect to the Collateral, or release Holdings from its
               obligations under the Holdings Guarantee, or release any of the
               Subsidiary Guarantors from their obligations under the Subsidiary
               Guarantee, in each case other than in accordance with the terms
               of this Agreement and the other Loan Documents, including
               subsections 12.14 and 12.15, or

               (e) change in any manner or waive the provisions contained in
               subsection 10.1 or this subsection 12.6.

          In addition:

                    (1) no amendment, modification, termination or waiver of any
               provision of subsection 2.1A(iii) or of any other provision of
               this Agreement relating to the Swing Line Loan Subcommitment or
               the Swing Line Loans shall be effective without the written
               concurrence of Swing Line Lender,

                                                                             143



                    (2) no amendment, modification, termination or waiver of any
               provision of Section 4 shall be effective without the written
               concurrence of Fronting Bank (if any) and, with respect to
               Letters of Credit, without the written concurrence of each
               Issuing Lender that has issued an outstanding Letter of Credit or
               has not been reimbursed for a payment under a Letter of Credit,

                    (3) no amendment, modification, termination or waiver of any
               provision of Section 11 or of any other provision of this
               Agreement which, by its terms, expressly requires the approval or
               concurrence of Administrative Agent shall be effective without
               the written concurrence of Administrative Agent, and

                    (4) notwithstanding subclause 12.6(i), no amendment,
               modification, termination or waiver of any provision of
               subsection 2.4 that has the effect of changing any interim
               scheduled payments, voluntary or mandatory prepayments, or
               Commitment reductions applicable to a Class in a manner that
               disproportionately disadvantages one Class relative to any other
               Class shall be effective without the written concurrence of
               Requisite Class Lenders of such disadvantaged Class.

          Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender.

          Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given. No notice to or demand on
Company in any case shall entitle Company to any other or further notice or
demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this subsection 12.6
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by Company, on Company and each Subsidiary Guarantor.

     12.7 Independence of Covenants.

          All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

     12.8 Notices; Effectiveness of Signatures.

          Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, or sent by telefacsimile or Canadian mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telefacsimile in complete and

                                                                             144



legible form, or three Business Days after depositing it in the Canadian mail
with postage prepaid and properly addressed, provided that notices to
Administrative Agent, Swing Line Lender and any Issuing Lender shall not be
effective until received. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name on the signature pages
hereof or (i) as to Company and Administrative Agent, such other address as
shall be designated by such Person in a written notice delivered to the other
parties hereto and (ii) as to each other party, such other address as shall be
designated by such party in a written notice delivered to Administrative Agent
and Company. Electronic mail and Internet and intranet websites may be used to
distribute routine communications, such as financial statements and other
information, provided that no signature with respect to any notice, request,
agreement, waiver, amendment or other document or any notice that is intended to
have binding effect may be sent by electronic mail.

          Loan Documents and notices under the Loan Documents may be transmitted
and/or signed by telefacsimile. The effectiveness of any such documents and
signatures shall, subject to Applicable Law, have the same force and effect as
an original copy with manual signatures and shall be binding on all Loan
Parties, Agents and Lenders. Administrative Agent may also require that any such
documents and signature be confirmed by a manually-signed copy thereof, provided
that the failure to request or deliver any such manually-signed copy shall not
affect the effectiveness of any facsimile document or signature.

     12.9 Survival of Representations, Warranties and Agreements.

     A. Survive Execution. All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the making
of the Loans and the issuance of the Letters of Credit hereunder.

     B. Survive Termination. Notwithstanding anything in this Agreement or
implied by Applicable Law to the contrary, the agreements of Company set forth
in subsections 2.6, 12.2, 12.3, 12.4, 12.18 and 12.19 and the agreements of
Lenders set forth in subsections 11.2C, 11.4, 12.5, 12.19 and 12.20 shall
survive the payment of the Loans, the cancellation or expiration of the Letters
of Credit and the reimbursement of any amounts drawn thereunder, and the
termination of this Agreement.

     12.10 Failure or Indulgence Not Waiver; Remedies Cumulative.

          No failure or delay on the part of an Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

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     12.11 Marshalling; Payments Set Aside.

          Neither any Agent nor any Lender shall be under any obligation to
marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Administrative Agent or Lenders (or to Administrative
Agent for the benefit of Lenders), or Agents or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any similar official in respect
of a Loan Party under any Bankruptcy Law, any other state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied, and all Liens, rights and
remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred.

     12.12 Severability.

          In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

     12.13 Obligations Several; Independent Nature of Lenders' Rights; Damage
           Waiver.

          The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders, or
Lenders and Company, as a partnership, an association, a Joint Venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

          To the extent permitted by Applicable Law, Company shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with or as a result of this
Agreement (including subsection 2.1C hereof), any other Loan Document, any
transaction contemplated by the Loan Documents, any Loan or the use of proceeds
thereof.

     12.14 Release of Subsidiary Guarantee.

          Upon the sale or other disposition of all of the Capital Stock of a
Subsidiary Guarantor to any Person (other than to an Affiliate of Company,
unless such sale or other disposition is permitted under subclause 9.7(i))
permitted by this Agreement, or termination of

                                                                             146



the existence of a Subsidiary Guarantor in a transaction permitted by subclause
9.7(i), or to which Requisite Lenders have otherwise consented, for which a Loan
Party desires to obtain a release of the Subsidiary Guarantor from the
Subsidiary Guarantee, such Loan Party shall deliver an Officer's Certificate:

          (i) specifying the Capital Stock being sold or otherwise disposed of
     in the proposed transaction,

          (ii) stating that the Capital Stock subject to such disposition is
     being sold or otherwise disposed of in compliance with the terms hereof,
     and

          (iii) certifying that no Event of Default or Potential Event of
     Default exists;

and upon the receipt of such Officer's Certificate, Administrative Agent shall,
at such Loan Party's expense (so long as Administrative Agent does not have
actual knowledge, without independent inquiry, that the facts stated in such
Officer's Certificate are not true and correct, execute and deliver a release of
the Subsidiary Guarantor from the Subsidiary Guarantee, as may be reasonably
requested by such Loan Party.

     12.15 Release of Security Interest on Asset Disposition.

          Upon the sale or other disposition of any Collateral that is permitted
by this Agreement or to which Requisite Lenders have otherwise consented and for
which a Loan Party desires to obtain a security interest release, such Loan
Party shall deliver an Officer's Certificate:

          (i) specifying the Collateral being sold or otherwise disposed of in
     the proposed transaction,

          (ii) stating that the Collateral subject to such disposition is being
     sold or otherwise disposed of in compliance with the terms hereof,

          (iii) stating whether the sale or other disposition of such item of
     Collateral constitutes an Asset Sale, and

          (iv) certifying that no Event of Default or Potential Event of Default
     exists.

Upon the receipt of such Officer's Certificate, Administrative Agent shall, at
such Loan Party's expense (so long as Administrative Agent does not have actual
knowledge, without independent inquiry, that the facts stated in such Officer's
Certificate are not true and correct, and if the sale or other disposition of
such item of Collateral or Capital Stock constitutes an Asset Sale,
Administrative Agent shall have received evidence satisfactory to it in its sole
discretion that satisfactory arrangements or undertakings have been made for
delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4)
execute and deliver such releases of the security interests created by the
Collateral Documents in the Collateral which is the subject of such sale, as may
be reasonably requested by such Loan Party.

                                                                             147



     12.16 Applicable Law.

          This Agreement and the rights and obligations of the Parties hereunder
shall be governed by, and shall be construed and enforced in accordance with,
the laws of the Province of Alberta, without regard to conflicts of laws
principles that would require application of another law.

     12.17 Construction of Agreement; Nature of Relationship.

          Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has been drafted jointly by all of
the parties hereto, and (iv) neither Administrative Agent nor any Lender or
other Agent has any fiduciary relationship with or duty to Company arising out
of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between Administrative Agent, the other Agents and Lenders, on
one hand, and Company, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor. Accordingly, each of the parties hereto
acknowledges and agrees that the terms of this Agreement shall not be construed
against or in favor of another party.

     12.18 Consent to Jurisdiction and Service of Process.

          All judicial proceedings brought against Company arising out of or
relating to this Agreement or any other Loan Document, or any obligations
thereunder, may be brought in any court of competent jurisdiction in the
Province of Alberta. By executing and delivering this Agreement, Company, for
itself and in connection with its properties, irrevocably

          (i) accepts generally and unconditionally the nonexclusive
     jurisdiction and venue of such courts;

          (ii) waives any defense of forum non conveniens;

          (iii) agrees that service of all process in any such proceeding in any
     such court may be made by registered or certified mail, return receipt
     requested, to Company at its address provided in accordance with subsection
     12.8;

          (iv) agrees that service as provided in clause (iii) above is
     sufficient to confer personal jurisdiction over Company in any such
     proceeding in any such court, and otherwise constitutes effective and
     binding service in every respect; and

          (v) agrees that Lenders retain the right to serve process in any other
     manner permitted by Applicable Law or to bring proceedings against Company
     in the courts of any other jurisdiction.

                                                                             148



     12.19 Waiver of Jury Trial.

          Each of the Parties to this Agreement hereby agrees to waive its
respective rights to a jury trial of any claim or cause of action based upon or
arising out of this agreement or any of the other loan documents or any dealings
between them relating to the subject matter of this loan transaction or the
lender/borrower relationship that is being established. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. This waiver is irrevocable, meaning that it may
not be modified either orally or in writing (other than by a mutual written
waiver specifically referring to this subsection 12.19 and executed by each of
the parties hereto), and this waiver shall apply to any subsequent amendments,
renewals, supplements or modifications to this Agreement or any of the other
Loan Documents or to any other documents or agreements relating to the Loans
made or Letters of Credit issued hereunder.

     12.20 Confidentiality.

          Each Lender shall hold all non-public information obtained pursuant to
the requirements of this Agreement that has been identified in writing as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature, it being understood and
agreed by Company that in any event a Lender may make disclosures:

          (i) to its and its Affiliates' directors, officers, employees and
     agents, including accountants, legal counsel and other advisors (it being
     understood that the Persons to whom such disclosure is made will be
     informed of the confidential nature of such information and instructed to
     keep such information confidential),

          (ii) to the extent requested by any Governmental Authority,

          (iii) in connection with the exercise of any remedies hereunder or any
     suit, action or proceeding relating to this Agreement or the enforcement of
     rights hereunder,

          (iv) to the extent required by Applicable Law or by any subpoena or
     similar legal process,

          (v) to any other party to this Agreement,

          (vi) subject to an agreement containing provisions substantially the
     same as those of this subsection 12.20, to any Eligible Assignee of or
     participant in, or any

                                                                             149



     prospective Eligible Assignee of or Participant in, any of its rights or
     obligations under this Agreement,

          (vii) with the consent of Company,

          (viii) to the extent such information (i) becomes publicly available
     other than as a result of a breach of this subsection 12.20 or (ii) becomes
     available to Administrative Agent or any Lender on a nonconfidential basis
     from a source other than Company, or

          (ix) to the National Association of Insurance Commissioners or any
     other similar organization or any nationally recognized rating agency that
     requires access to information about a Lender's or its Affiliates'
     investment portfolio in connection with ratings issued with respect to such
     Lender or its Affiliates,

provided that, unless specifically prohibited by Applicable Law or court order,
each Lender shall notify Company of any request by any Governmental Authority or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such Governmental
Authority) for disclosure of any such non-public information prior to disclosure
of such information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of its
Subsidiaries. In addition, Administrative Agent and Lenders may disclose the
existence of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service
providers to Administrative Agent and Lenders.

          Notwithstanding anything herein to the contrary, information required
to be treated as confidential by reason of the foregoing shall not include, and
Administrative Agent and each Lender may disclose to any and all Persons,
without limitation of any kind, any information with respect to income tax
treatment and income tax structure of the transactions contemplated hereby and
all materials of any kind (including opinions or other tax analyses) that are
provided to Administrative Agent or such Lender relating to such tax treatment
and tax structure.

     12.21 Paramountcy

          If there is any conflict or inconsistency between any provision of
this Agreement and any provision of any other Loan Document, the provisions of
this Agreement shall, to the extent necessary to resolve such conflict, govern.

     12.22 Counterparts; Effectiveness.

          This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This

                                                                             150



Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto.

                  [Remainder of page intentionally left blank]

                                                                             151



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                    COMPANY:

                                    NORTH AMERICAN ENERGY PARTNERS INC.


                                    By: /s/ John D. Hawkins
                                       -------------------------------------
                                       Name: John D. Hawkins
                                       Title: Vice President

                                    Notice Address:

                                    Acheson Industrial Park #2
                                    53016-Highway 60,
                                    Spruce Grove, Alberta T7X 3G7


                                    LENDERS:

                                    ROYAL BANK OF CANADA


                                    By: /s/ Kevin P. Adams
                                        ------------------------------------
                                        Name: Kevin P. Adams
                                        Title: Authorized Signatory

                                    Notice Address:

                                    1100 Bankers Hall West
                                    888-3rd Street S.W.
                                    Calgary, AB T2P 5C5
                                    Attention: Corporate Credit Department
                                    Fax: (403) 292-3234

                                        1



                                    BNP PARIBAS (Canada)


                                    By: /s/ Eric Borromeo
                                        ------------------------------------
                                        Eric Borromeo
                                        Vice-President, Leverage Finance


                                    By: /s/ James K. Goodall
                                        ------------------------------------
                                        James K. Goodall
                                        Managing Director, Leveraged Finance &
                                        Real Estate Finance

                                    Notice Address:

                                    Ms. Paule Fortin
                                    BNP PARIBAS(Canada)
                                    1981 McGill College Avenue,
                                    Montreal, Quebec
                                    H3A 2W8
                                    Canada
                                    Phone: (514)285-6127
                                    Fax: (514)285-2944
                                    Email: paule.fortin@americas.bnpparibas.com

                                    With copy to:
                                    Merchant Banking Group
                                    One Front Street, 23rd floor
                                    San Francisco CA 94111
                                    Attention: Susan Bowes, Director & Portfolio
                                       Manager
                                    Fax: (415)398-4240


AGENTS:

                                    ROYAL BANK OF CANADA,
                                    as Administrative Agent


                                    By: /s/ Gail Watkin
                                        ----------------------------------------
                                        Name: Gail Watkin
                                        Title: Manager, Agency

                                    Notice Address:

                                    P.O. Box 50, 200 Bay Street
                                    Royal Bank Plaza
                                    12th Floor, South Tower
                                    Toronto, Ontario M5J2W7
                                    Attn: Manager, Agency
                                          Agency Services Group


                                    BNP PARIBAS, as Syndication Agent


                                    By: /s/ Christopher Goodwin
                                        ----------------------------------------
                                        Name: Christopher Goodwin
                                        Title: Managing Director


                                    By: /s/ Sean Davenport
                                        ----------------------------------------
                                        Name: Sean Davenport
                                        Title: Vice President

                                    Notice Address:

                                    Merchant Banking Group
                                    One Front Street, 23rd floor
                                    San Francisco CA 94111
                                    Attention: Susan Bowes, Director & Portfolio
                                       Manager
                                    Fax: (415)398-4240

                                        2



                                    EXHIBIT I
                             TO THE CREDIT AGREEMENT

                           FORM OF NOTICE OF BORROWING

TO:  ROYAL BANK OF CANADA, as Administrative Agent

Re:  Credit Agreement dated as of November 26th, 2003 among North American
     Energy Partners Inc., as borrower (the "Company"), and the Persons party
     thereto as lenders (collectively, the "Lenders"), and Royal Bank of Canada,
     as administrative agent (the "Administrative Agent"), and the other Agents
     (such Credit Agreement, as it may be amended, supplemented or otherwise
     modified or restated from time to time, referred to as the "Credit
     Agreement").

1.   The Funding Date applicable to this Notice of Borrowing is the        day
                                                                    ------
     of               , 200  .
        --------------     --

2.   Pursuant to Section 2.1 of the Credit Agreement, the undersigned hereby
     requests that the following [Term/Revolving/Swing Line] Loan(s) be funded
     on the Funding Date:

     Type of Loan                   Principal Amount   BA Interest Period
     ----------------------------   ----------------   ------------------
     Prime Rate Loan
                                     --------------
     Bankers' Acceptances (or BA
                                     --------------      --------------
     Equivalent Advance)

3.   The undersigned certifies to the Administrative Agent and to the Lenders
     that as of the Funding Date:

     (a)  after giving effect to the Loan(s) requested on the Funding Date, the
          Total Utilization of Revolving Loan Commitments will not exceed (1)
          the Revolving Loan Commitments then in effect, or (2) the Borrowing
          Base then in effect, less the aggregate principal amount of all
          outstanding Term Loans including, for certainty, the face amount of
          all Banker's Acceptances and BA Discount Notes thereunder;

     (b)  all representations and warranties contained in the Loan Documents are
          true, correct and complete in all material respects on and as of the
          Funding Date to the same extent as though made on such date, except to
          the extent such representations and warranties specifically relate to
          an earlier date, in which case such representations and warranties
          were true, correct and complete in all material respects on and as of
          such earlier date, provided, that, if a representation and warranty is
          qualified as to materiality, with respect to such representation and
          warranty, the materiality qualifier set forth above shall be
          disregarded for purposes of this certification;

     (c)  no event shall have occurred and be continuing or will result from the
          consummation of the borrowing contemplated by this Notice of Borrowing
          that would constitute an Event of Default or a Potential Event of
          Default; and

                                       I-1



     (d)  each Loan Party has performed in all material respects all agreements
          and satisfied all conditions (other than those already satisfied or
          waived under subsection 6.1 of the Credit Agreement) which the Credit
          Agreement provides shall be performed or satisfied by it on or before
          the Funding Date.

4.   Except as set out in Section 2.6C of the Credit Agreement, this Notice is
     irrevocable.

5.   Capitalized terms used herein and not otherwise defined herein have the
     meanings given to them by the Credit Agreement.

     DATED this      day of        ,     , at       a.m., Toronto, Ontario time.
                ----        -------  ----     ------

                                            NORTH AMERICAN ENERGY
                                            PARTNERS INC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

[If applicable] [cc: Swing Line Lender]

                                       I-2



                                   EXHIBIT II
                             TO THE CREDIT AGREEMENT

                     FORM OF NOTICE OF CONVERSION / ROLLOVER

TO:  Royal Bank of Canada, as Administrative Agent

Re:  Credit Agreement dated as of November 26th, 2003 among North American
     Energy Partners Inc., as borrower (the "Company"), and the Persons party
     thereto as lenders (collectively, the "Lenders"), and Royal Bank of Canada,
     as administrative agent (the "Administrative Agent"), and the other Agents
     (such credit Agreement, as it may be amended, supplemented or otherwise
     modified or restated from time to time, referred to as the "Credit
     Agreement").

1.   Pursuant to Section 2.2C of the Credit Agreement, the undersigned hereby
     notifies the Administrative Agent that it will be:

     (a)  rolling over part or all of an issue of Bankers Acceptances' under a
          [Term Loan][Revolving Loan] described as:

               Principal Amount/(1)/:
                                      ------------------------------------------
               BA Interest Period:
                                   ---------------------------------------------
               Maturity Date:
                              --------------------------------------------------

          into another Loan of the same type made under the same Loan facility
          described as:

               BA Interest Period:
                                   ---------------------------------------------
               Maturity Date:
                              --------------------------------------------------

          Note:
          (1)  If only part of maturing Loan is rolled over, please indicate the
               principal amount to be rolled over: Cdn. $
                                                          ---------

                                      or;

     (b)  converting part or all of a [Term Loan][Revolving Loan] described as:

               Type of Loan:
                             ---------------------------------------------------
               Principal Amount/(1)/:
                                      ------------------------------------------
               BA Interest Period (if applicable):
                                                   -----------------------------
               Maturity Date (for BA):
                                       -----------------------------------------

          into a Loan made under such Loan facility described as:

               Type of Loan:
                             ---------------------------------------------------
               Principal Amount/(1)/:
                                      ------------------------------------------
               BA Interest Period (if applicable):
                                                   -----------------------------
               Maturity Date (for BA):
                                       -----------------------------------------

          effective the        day of                   ,        .
                        ------        ------------------  -------

                                      II-1



          Note:
          (1)  If only part of maturing Loan is being converted, please indicate
               the principal amount to be rolled over: Cdn. $       .
                                                             -------

2.   Except as set out in Section 2.6C of the Credit Agreement, this Notice is
     irrevocable.

3.   Capitalized terms used herein and not otherwise defined herein have the
     meanings given to them in the Credit Agreement.

w    DATED this      day of          ,      at       a.m. Toronto, Ontario time.
               ----        ---------  ----     -----

                                            NORTH AMERICAN ENERGY
                                            PARTNERS INC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

[If applicable] [cc: Issuing Lender]
[If applicable] [cc: Swing Line Lender]

                                      II-2



                                   EXHIBIT III
                             TO THE CREDIT AGREEMENT

                          FORM OF REQUEST FOR ISSUANCE

     REQUEST FOR ISSUANCE OF STANDBY LETTER OF CREDIT to be issued by BNP
     Paribas as Fronting Bank, or another Issuing Lender, as the case may be,
     pursuant to Article 4 of the Credit Agreement dated November 26th, 2003
     among North American Energy Partners Inc. as borrower (the "Company"), and
     the Persons party thereto as lenders (collectively, the "Lenders") and
     Royal Bank of Canada, as administrative agent (the "Administrative Agent"),
     and the other Agents (as amended, modified, varied, restated or replaced
     from time to time the "Credit Agreement"). Capitalized terms used herein
     and not otherwise defined herein have the meanings given to them in the
     Credit Agreement.

     Dated this      day of         , 200   at      a.m., Toronto, Ontario time.
                ----        --------     --    -----

- --------------------------------------------------------------------------------
1.   Fronting Bank                                    Transit and Branch Address

BNP Paribas

- --------------------------------------------------------------------------------
2.   PLEASE ISSUE AS PER ATTACHED SAMPLE on                  , which is not (i)
                                            ----------------
earlier than three Business Days after receipt of notice by Fronting Bank and
Administrative Agent and (ii) later than (and including) the thirtieth (30th)
day prior to the Revolving Loan Commitment Termination Date.

- --------------------------------------------------------------------------------
3.   FROM APPLICANT (Full Name and Address)

     North American Energy Partners Inc.
     Acheson Industrial Park #2
     53016 - Highway 60
     Spruce Grove, Alberta T7X 3G7

- --------------------------------------------------------------------------------
4.   IN FAVOUR OF: [Insert Full Name and Address of Beneficiary]

- --------------------------------------------------------------------------------
5.   AMOUNT : [Insert amount in Cdn.$ only]

- --------------------------------------------------------------------------------
6.   PURPOSE: (Select one and provide details below)

a.   [ ] Supporting Indebtedness of the Company or any of its Subsidiaries in
     respect of industrial revenue or development bonds or financings;

b.   [ ] Supporting workers' compensation liabilities of the Company or any of
     its Subsidiaries;

c.   [ ] Supporting the obligations of insurers of the Company or any of its
     Subsidiaries;

d.   [ ] Supporting obligations with respect to Capital Leases or Operating
     Leases of the Company or any of its Subsidiaries, or

e.   [ ] Supporting the performance, payment, deposit or surety obligations of
     the Company or any of its Subsidiaries (including under the Bonding
     Program), in any case in the ordinary course of the Loan Parties'
     business.

Details:
         -----------------------------------------------------------------------

- --------------------------------------------------------------------------------
7.   EXPIRY DATE: (Select One)

One year from date of issue, which expiry date shall be on or earlier than ten
(10) days prior to the Revolving Loan Commitment Termination Date.

On               , which shall be no later than the earlier of (a) ten (10) days
   -------------
prior to the Revolving Loan Commitment Termination Date and (b) the date which
is one year from the date of issuance of the Letter of Credit requested in this
notice.

- --------------------------------------------------------------------------------
8.   DELIVERY INSTRUCTIONS - BENEFICIARY INSIDE CANADA OR BNP PARIBAS, as
     Fronting Bank

     (Complete section 12. if Beneficiary outside Canada) (Select one)

Applicant
Beneficiary

Lender Branch in 1 above

Deliver by courier to BNP Paribas, as Fronting Bank and instruct BNP Paribas to
advise beneficiary (if applicable).

Other Instruction (Specify)
                            ------------------------------------------

- --------------------------------------------------------------------------------
9.   DRAWINGS: (Select One)

Beneficiary can make

[ ]    One demand for payment
[ ]    Multiple demands for payment
       (drawings)

- --------------------------------------------------------------------------------

                                      III-1



- --------------------------------------------------------------------------------
10.  DOCUMENTS REQUIRED FOR DRAWINGS (Optional)

Demand in writing

[ ]  Sight Draft

[ ]  Signed Beneficiary Certificate stating a default
[ ]  Copy of Transport Document (Specify)

     ---------------------------------------------------------
[ ]  Copy of Invoice
[ ]  Document as per format attached
[ ]  Other (Specify)
                     -----------------------------------------

- --------------------------------------------------------------------------------
11.  SPECIAL INSTRUCTIONS (optional)

- --------------------------------------------------------------------------------
12.  DELIVERY INSTRUCTIONS - BENEFICIARY OUTSIDE CANADA

     (Complete Section 8. for beneficiary in Canada)
a.   Method of Advice (Select One)
     [ ]  Telex to Foreign bank only
     [ ]  Airmail to
          [ ]  Foreign Bank
          [ ]  Beneficiary
     [ ]  Foreign Bank Name and Address (If provided)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     [ ]  Original to Lender Branch in 1. Above

b.   Instruct your correspondent bank in country of beneficiary to (Select One)

     [ ]  Advise to beneficiary
          [ ]  Issue on your behalf and deliver to:
               (Select one)

     [ ]  Our Administrative Agent (Name, address, phone no.)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
     [ ]  Beneficiary

- --------------------------------------------------------------------------------
13.  The Company hereby represents and warrants as of the date hereof and as of
     the date of issuance of this Letter of Credit to the following:

a.   After giving effect to the issuance of the Letter of Credit requested in
     this Request for Issuance, the Letter of Credit Usage will not exceed
     Cdn.$30,000,000 , minus the amount of any cash collateral provided by the
     Company or its Subsidiaries pursuant to subsection 9.2A(iv) of the Credit
     Agreement then held by, or for the benefit of, the providers of the Bonding
     Program as security therefor;

b.   No Potential Event of Default or Event of Default has occurred and is
     continuing or would occur as a result of the issuance of the requested
     Letter of Credit (in each case that has not been waived in accordance with
     Subsection 12.6 of the Credit Agreement);

c.   All representations and warranties contained in the Loan Documents are
     true, correct and complete in all material respects on and as of the date
     hereof to the same extent as though made on such date, except to the extent
     such representations and warranties specifically relate to an earlier date,
     in which case such representations and warranties shall have been true,
     correct and complete in all material respects on and as of such earlier
     date, provided, that, if a representation and warranty is qualified as to
     materiality, with respect to such representation and warranty, the
     materiality qualifier set forth above shall be disregarded for purposes of
     this representation and warranty; and

d.   Each Loan Party has performed in all material respects all agreements and
     satisfied all conditions (other than those already satisfied or waived
     under subsection 6.1 of the Credit Agreement) which the Credit Agreement
     provides shall be performed or satisfied by it on or before the issuance of
     the Letter of Credit.

- --------------------------------------------------------------------------------
14.  The Company hereby acknowledges, agrees and ratifies the following:

a.   The terms and conditions set out in the Letter of Credit attached hereto,
     as may be amended from time to time;

b.   The Issuing Lender, in its reasonable discretion, may (i) require changes
     in the text of the proposed Letter of Credit or any documents described in
     or attached to this Request for Issuance, and/or (ii) require an
     application and/or indemnity of Company in such Issuing Lender's customary
     form;

c.   The Letter of Credit requested in this Request for Issuance will not be
     used for the purpose of supporting trade payables or indebtedness for
     borrowing money; and

d.   Unless the Issuing Lender otherwise agrees, no Letter of Credit shall
     require payment against a conforming demand for payment to be made
     thereunder on the same business day (under the laws of the jurisdiction in
     which the office of the Issuing Lender to which such demand for payment is
     required to be presented is located) that such demand for payment is
     presented if such presentation is made after 1:00 p.m. (in the time zone of
     such office of the Issuing Lender) on such business day.

NORTH AMERICAN ENERGY PARTNERS INC.


By:
    ---------------------------------
    Name:
    Title:


By:
    ---------------------------------
    Name:
    Title:

                                      III-2



                                   EXHIBIT IV
                             TO THE CREDIT AGREEMENT

                           [INTENTIONALLY LEFT BLANK]

                                      V-1



                                    EXHIBIT V
                             TO THE CREDIT AGREEMENT

                            FORM OF BA DISCOUNT NOTE

Cdn $                                     Date:
     -----------------------                   ---------------------------------

     FOR VALUE RECEIVED, the undersigned unconditionally promises to pay on
                    , 200   , to or to the order of [NAME OF NON-ACCEPTANCE
- --------------------     ---
LENDER] ("Holder"), the sum of Cdn $                            with no interest
                                    ---------------------------
thereon.

     The undersigned hereby waives presentment, protest and notice of
every kind and waives any defences based upon indulgences which may be granted
by the holder hereof to any party liable hereon and any days of grace.

     This promissory note evidences a BA Equivalent Advance, as defined in the
Credit Agreement dated as of November _, 2003 among North American Energy
Partners Inc. as borrower, and the persons party thereto as lenders, and Royal
Bank of Canada, as administrative agent, and the other Agents (such Credit
Agreement, as it may be amended, supplemented or otherwise modified or restated
from time to time, referred to as the "Credit Agreement") and constitutes
evidence of indebtedness to the holder arising from such BA Equivalent Advance.
Payment of this note shall be made at the account designated by the
administrative agent pursuant to the Credit Agreement.

                                            NORTH AMERICAN ENERGY
                                            PARTNERS INC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

                                      V-1



                                   EXHIBIT VI
                             TO THE CREDIT AGREEMENT

                       FORM OF BORROWING BASE CERTIFICATE

TO:  ROYAL BANK OF CANADA, as Administrative Agent

Re:  Credit Agreement dated as of November 26th, 2003 among North American
     Energy Partners Inc., as borrower (the "Company"), and the Persons party
     thereto as lenders (collectively, the "Lenders") and Royal Bank of Canada,
     as Administrative Agent (the "Administrative Agent"), and the other Agents
     (such Credit Agreement, as it may be amended, supplemented or otherwise
     modified or restated from time to time, referred to as the "Credit
     Agreement").

1.   This Borrowing Base Certificate is given pursuant to [Section 6.1L]
     [Section 8.1(xiv)] of the Credit Agreement. Capitalized terms used herein
     and not otherwise defined herein have the meanings given to them in the
     Credit Agreement.

2.   I am the duly appointed [_] of the Company and hereby certify in such
     capacity for and on behalf of the Company and not in my personal capacity
     and without assuming any personal liability whatsoever, after making due
     inquiry:

     (a)  as of [ _/1/], the Borrowing Base is Cdn. $ _;

     (b)  /2/such Borrowing Base [equals] [exceeds][is less than] the Total
          Utilization of Revolving Loan Commitments plus the principal amount of
          the Term Loans (including, for certainty, the face amount of all
          outstanding Bankers' Acceptances and BA Discount Notes thereunder),
          being Cdn. $ _; and

     attached hereto as Schedule 1 are detailed particulars of the manner in
     which the Borrowing Base was calculated.

- ----------

/1/ Insert applicable date pursuant to the requirement of the Credit
Agreement(i.e.: recent date prior to the Closing Date pursant to Section 6.1L of
the Credit Agreement or the last Business Day of each month ending after the
Closing Date, the last Business Day of each week ending after the Closing Date,
and/or any other Business Day, all in accordance with Section 8.1(xiv) of the
Credit Agreement).

/2/ On the Closing Date add the following language: After giving effect to the
Loans to be funded and any Letters of credit to be issuied on the Closing Date,

                                      VI-1



3.   [Insert if Borrowing Base is insufficient] [Pursuant to Section
     2.4B(iii)(g) of the Credit Agreement, [concurrent with the delivery of this
     Borrowing Base Certificate][the Company has prepaid] [the Company hereby
     covenants and agrees to prepay] Cdn. $_ of the Swing Line Loans [and Cdn.
     $_ of the other Revolving Loans (including collaterization of Bankers'
     Acceptances)] [and collaterialize Letters of Credit in an amount equal to
     Cdn $_] so that the Total Utilization of Revolving Loan Commitments will no
     longer exceed the Borrowing Base less the aggregate principal amount of all
     outstanding Term Loans including, for certainty, the face amount of all
     outstanding Bankers' Acceptances and BA Discount Notes thereunder.]

DATED this        day of                      , 200   .
           ------        ---------------------     ---

                                            NORTH AMERICAN ENERGY
                                            PARTNERS INC.


                                            By:
                                                ---------------------------
                                                Name:
                                                Title:

                                      VI-2



                                   SCHEDULE 1

                        TO THE BORROWING BASE CERTIFICATE

                                  CALCULATIONS

1.   For the purpose of the Borrowing Base Certificate, the Borrowing Base has
     been determined as follows:

     1.   Borrowing Base (as at any date of determination) = an aggregate amount
          equal to (a) the lesser of (i) 55% of Consolidated PP&E, and (ii) Cdn.
          $90,000,000, plus (b) 75% of the value of Eligible Accounts
          Receivable.

          _Consolidated PP&E

               Assets (net of depreciation) of the Company and its Subsidiaries
               on a consolidated basis classified as property, plant and
               equipment in conformity with GAAP.             Cdn. $
                                                                    ---------

               less:

               any such assets subject to a Lien in favour of any Person other
               than the Administrative Agent for the benefit of the Lenders that
               ranks pari passu with or ahead of the Liens created by the
               Collateral Documents, to the extent of the lesser of the fair
               market value of such asset and the amount secured by such Lien.
                                                              Cdn. $
                                                                    ---------

               Consolidated PP&E                              Cdn. $
                                                                    ---------

               55% of Consolidated PP&E                       Cdn. $
                                                                    ---------

               Lesser of (i) 55% of Consolidated PP&E and     Cdn. $         (A)
                                                                    ---------
               (ii) Cdn. $90,000,000

          _Eligible Accounts Receivable

               Eligible Accounts Receivable of the Company
               and its Subsidiaries.                          Cdn. $
                                                                    ---------

               75% of Eligible Account Receivables            Cdn. $         (B)
                                                                    ---------

          Borrowing Base (sum of A + B)                       Cdn. $
                                                                    ---------

                                      VI-3



     2.   Total Utilization of Revolving Loan Commitments

          Aggregate principal amount of all outstanding Revolving Loans,
          including, for certainty, the face amount of all outstanding Bankers'
          Acceptance and BA Discount Notes made under the Revolving Loan
          Commitment, and the Letter of Credit Usage.         Cdn. $
                                                                    ---------

     3.   Principal Amount of Term Loans

          Aggregate principal amount of all outstanding Term Loans (whether by
          way of Prime Rate Loans or Bankers' Acceptances).   Cdn. $
                                                                    ---------

     Total Utilization of Revolving Loan Commitments plus Principal Amount of
     Term Loans                                               Cdn. $
                                                                    ---------

     Excess (deficiency) of Borrowing Base over Total Utilization of Revolving
     Loan Commitments plus Principal Amount of Term Loans     Cdn. $
                                                                    ---------

[II. Company to provide a summary aged accounts receivable list identifying
     those accounts receivable that are not Eligible Account Receivables and a
     brief explanation as to the reasons therefor.]

                                      VI-4



                                   EXHIBIT VII
                             TO THE CREDIT AGREEMENT

                         FORM OF COMPLIANCE CERTIFICATE

TO:  ROYAL BANK OF CANADA, as Administrative Agent

Re:  Credit Agreement dated as of November 26th, 2003 among North American
     Energy Partners Inc., as borrower (the "Company"), and the Persons party
     thereto as lenders (collectively, the "Lenders") and Royal Bank of Canada,
     as Administrative Agent (the "Administrative Agent"), and the other Agents
     (such Credit Agreement, as it may be amended, supplemented or otherwise
     modified or restated from time to time, referred to as the "Credit
     Agreement").

1.   This Compliance Certificate is given pursuant to Section 8.1(iv)(b) of the
     Credit Agreement. Capitalized terms used herein and not otherwise defined
     herein have the meanings given to them in the Credit Agreement.

2.   I am the duly appointed [_] of the Company and hereby certify in such
     capacity for and on behalf of the Company and not in my personal capacity
     and without assuming any personal liability whatsoever, after making due
     inquiry:/3/

     (a)  that I have reviewed the terms of this Compliance Certificate and the
          Credit Agreement and have made or caused to be made under my
          supervision a review in reasonable detail of the transactions and
          condition of the Company and its Subsidiaries during the [calendar
          month ended _][Fiscal Quarter ended _][Fiscal Year ended _] and that
          such review has not disclosed the existence during or at the end of
          such period, and that I do not have knowledge of the existence as of
          the date hereof, of any condition or event that constitutes an Event
          of Default or Potential Event of Default[, except as described in
          Schedule 1 hereto];

     (b)  as at the end of the four-Fiscal Quarters ended _ , the ratio of
          Consolidated EBITDA to Consolidated Cash Interest Expense was _. The
          required ratio of Consolidated EBITDA to Consolidated Cash Interest
          Expense pursuant to Section 9.6A of the Credit Agreement as at such
          date was _, and accordingly the Company was [not] in compliance with
          such ratio at such time;

     (c)  as at the end of the four-Fiscal Quarters ended _, the ratio of
          Consolidated EBITDA to Consolidated Fixed Charges was _. The required
          ratio of Consolidated EBITDA to Consolidated Fixed Charges pursuant to
          Section 9.6B of the Credit Agreement as at such date was _, and
          accordingly the Company was [not] in compliance with such ratio at
          such time;

- ----------
/3/ Insert applicable paragraph for the accounting period for which this
certificate is being given. For example, insert pargraphs (a) and (g) through
(p), for each monthly Compliance Certificate, paragraphs(a) through (p) for each
Fiscal Quarter Compliance Certificate, and paragraphs (a), and (f) through (t),
for each Fiscal Year Compliance certificate.

                                      VII-1



     (d)  as at the end of the Fiscal Quarter ended _, the Consolidated Leverage
          Ratio was _. The required Consolidated Leverage Ratio pursuant to
          Section 9.6C of the Credit Agreement as at such date was _, and
          accordingly the Company was [not] in compliance with such ratio at
          such time;

     (e)  as at the end of the Fiscal Quarter ended _, the Consolidated Senior
          Leverage Ratio was _. The required Consolidated Senior Leverage Ratio
          pursuant to Section 9.6D of the Credit Agreement as at such date was
          _, and accordingly the Company was [not] in compliance with such ratio
          at such time;

     (f)  as at the end of the four-Fiscal Quarters ended _, the Consolidated
          EBITDA for such period was _. The required Consolidated EBITDA as at
          such date pursuant to Section 9.6E of the Credit Agreement was _, and
          accordingly the Company was [not] in compliance with such ratio at
          such time;

     (g)  pursuant to Section 9.1(iii) of the Credit Agreement, as at any time
          during the [month][Fiscal Quarter][Fiscal Year] ended _, the Company
          and its Domestic Subsidiaries had (directly or indirectly) become and
          remained liable with respect to Indebtedness in respect of Capital
          Leases in an aggregate amount not in excess of Cdn. $_. Section
          9.1(iii) of the Credit Agreement prohibits the Company and its
          Domestic Subsidiaries from (directly or indirectly) becoming and
          remaining liable with respect to Indebtedness in respect of Capital
          Leases in an aggregate amount in excess of Cdn. $20,000,000 at any one
          time, and accordingly the Company was [not] in compliance with such
          provision of the Credit Agreement during such period;

     (h)  pursuant to Section 9.1 (vi) of the Credit Agreement, as at any time
          during the [month] [Fiscal Quarter] [Fiscal Year] ended _, the Company
          had (directly or indirectly) become and remained liable with respect
          to Indebtedness evidenced by the Senior Notes in an aggregate
          principal amount not in excess of Cdn. $_. Section 9.1(vi) of the
          Credit Agreement prohibits the Company from (directly or indirectly)
          becoming and remaining liable with respect to Indebtedness evidenced
          by the Senior Notes in an aggregate principal amount in excess of U.S.
          $200,000,000 and, accordingly, the Company was [not] in compliance
          with the provision of the Credit Agreement during such period;

     (i)  pursuant to Section 9.1(vii) of the Credit Agreement, as at any time
          during the [month][Fiscal Quarter][Fiscal Year] ended _, the Company
          and its Domestic Subsidiaries had (directly or indirectly) become and
          remained liable with respect to Indebtedness (other than as permitted
          pursuant to Section 9.1(i) through (vi) of the Credit Agreement) in an
          aggregate amount not in excess of Cdn. $_. Section 9.1(vii) of the
          Credit Agreement prohibits the Company and its Domestic Subsidiaries
          from (directly or indirectly) becoming and remaining liable with
          respect to such Indebtedness in an aggregate amount in excess of Cdn.
          $20,000,000 at any time outstanding, and accordingly the Company was
          [not] in compliance with such provision of the Credit Agreement during
          such period;

     (j)  pursuant to Section 9.2A(iii) of the Credit Agreement, as at any time
          during the [month][Fiscal Quarter][Fiscal Year] ended _, the Company
          and its Subsidiaries had (directly or indirectly) created, incurred,
          assumed or permitted to exist Liens (other than those described in
          Sections 9.2(A)(i), (ii) and (iv) of the Credit Agreement) that did
          not in the aggregate secure Indebtedness in excess of Cdn. $_. Section
          9.2A(iii) of the Credit

                                      VII-2



          Agreement prohibits the Company from (directly or indirectly)
          creating, incurring, assuming or permitting to exist any such Liens to
          secure Indebtedness in an aggregate amount in excess of Cdn.
          $20,000,000 at any time outstanding, and accordingly, the Company was
          [not] in compliance with such provision of the Credit Agreement during
          such period. Details of usage of Section 9.2(iii), including to secure
          bonds outstanding under the Bonding Program, and Letters of Credit
          securing the Bonding Program, are provided in Schedule 2 hereto;

     (k)  pursuant to Section 9.2(A)(iv) of the Credit Agreement, as at any time
          during the [month] [Fiscal Quarter] [Fiscal Year] ended _, the Company
          and its Subsidiaries had (directly or indirectly) created, incurred,
          assumed or permitted to exist Liens on cash as security for the
          Bonding Program in an amount not in excess of Cdn. $_ , and (i) at the
          time such Liens were granted, there [was] [was not] a Fronting Bank
          and there [was] [was not] any other Revolving Lender or Revolving
          Lender(s) satisfactory to the providors of the Bonding Program that
          agreed to provide all Letters of Credit to serve as security therefor,
          and (ii) after giving effect to the granting of such Liens, the sum of
          the amount of cash subject to such Liens plus the Letters of Credit
          Usage then outstanding did not exceed Cdn. $_. Section 9.2(iv) of the
          Credit Agreement permits the Company and its Subsidiaries to (directly
          or indirectly) create, incur, assume or permit to exist Liens on cash
          as security for the Bonding Program in an amount not to exceed Cdn.
          $30,000,000, but only if (a) at the time such Liens are granted, there
          is no Fronting Bank, and there are no other Revolving Lender or
          Revolving Lenders satisfactory to the providors of the Bonding Program
          that have agreed to provide all Letters of Credit to serve as security
          therefor, and (ii) after giving effect to the granting of such Liens,
          the sum of the amount of cash subject to such Liens plus the Letters
          of Credit Usage then outstanding does not exceed Cdn. $30,000,000.
          Accordingly, the Company was [not] in compliance with such provision
          of the Credit Agreement during such period;

     (l)  pursuant to Section 9.3(ix) of the Credit Agreement, as at any time
          during the [month] [Fiscal Quarter] [Fiscal Year] ended _, the Company
          had (directly or indirectly) made and owned Permitted Joint Venture
          Investments in an aggregate amount not in excess of Cdn. $_. Section
          9.3(ix) of the Credit Agreement prohibits the Company from (directly
          or indirectly) making and owning Permitted Joint Venture Investments
          in an aggregate amount in excess of Cdn. $10,000,000 at any time, and
          accordingly, the Company was [not] in compliance with such provision
          of the Credit Agreement during such period;

     (m)  pursuant to Section 9.3(x) of the Credit Agreement, as at any time
          during the [month] [Fiscal Quarter] [Fiscal Year] ended _, the Company
          and its Domestic Subsidiaries had (directly or indirectly) made and
          owned Investments (other than those permitted pursuant to Sections
          9.3(i) through 9.3(ix) of the Credit Agreement) in an aggregate amount
          not in excess of Cdn. $_. Section 9.3(x) of the Credit Agreement
          prohibits the Company from (directly or indirectly) making and owning
          such Investments in an aggregate amount in excess of Cdn. $15,000,000
          at any time, and accordingly, the Company was [not] in compliance with
          such provision of the Credit Agreement during such period;

     (n)  pursuant to Section 9.4(ii) of the Credit Agreement, as at any time
          during the [month][Fiscal Quarter][Fiscal Year] ended _, the Company
          had (directly or indirectly) become and remained liable with respect
          to Contingent Obligations in respect of Letters of Credit, and the
          Company and its Subsidiaries had (directly or indirectly) become and
          remained liable with respect to Contingent Obligations in respect of
          other letters of credit

                                      VII-3



          in an aggregate amount not in excess of Cdn. $_. Section 9.4(ii) of
          the Credit Agreement prohibits the Company (and its Subsidiaries) from
          (directly or indirectly) becoming liable with respect to such Letters
          of Credit and other letters of credit in an aggregate amount in excess
          of Cdn. $10,000,000 at any time, and accordingly, the Company was
          [not] in compliance with such provision of the Credit Agreement during
          such period;

     (o)  pursuant to Section 9.4(iv) of the Credit Agreement, as at any time
          during the [month][Fiscal Quarter][Fiscal Year] ended _, the Company
          had (directly or indirectly) become and remained liable with respect
          to Contingent Obligations under other Hedge Agreements with respect to
          Indebtedness in an aggregate notional principal amount not in excess
          of Cdn. $_. Section 9.4(iv) of the Credit Agreement prohibits the
          Company from (directly or indirectly) becoming and remaining liable
          with respect to such Contingent Obligations under other Hedge
          Agreements with respect to Indebtedness in an aggregate notional
          principal amount in excess of Cdn. $30,000,000 at any time, and
          accordingly, the Company was [not] in compliance with such provision
          of the Credit Agreement during such period;

     (p)  pursuant to Section 9.4(x) of the Credit Agreement, as at any time
          during the [month][Fiscal Quarter][Fiscal Year] ended _, the Company
          and its Domestic Subsidiaries had (directly or indirectly) become and
          remained liable with respect to Contingent Obligations (other than
          those described in Section 9.4(i) through (ix) of the Credit
          Agreement) in an aggregate amount not in excess of Cdn. $_. Section
          9.4(x) of the Credit Agreement prohibits the Company and its Domestic
          Subsidiaries from (directly or indirectly) becoming and remaining
          liable with respect to such other Contingent x Obligations in an
          aggregate amount in excess of Cdn. $10,000,000 at any time, and
          accordingly, the Company was [not] in compliance with such provision
          of the Credit Agreement during such period;

     (q)  pursuant to Section 9.5(i) of the Credit Agreement, as at the end of
          the Fiscal Year ended _, the Company had (directly or indirectly) made
          Restricted Junior Payments to Holdings in an aggregate amount not in
          excess of Cdn. $_, to the extent necessary to permit Holdings to pay
          general administrative costs and expenses. Section 9.5(i) of the
          Credit Agreement prohibits the Company from making any such Restricted
          Junior Payments to Holdings in an aggregate amount in excess of Cdn.
          $1,000,000 in any Fiscal Year to the extent necessary to permit
          Holdings to pay general administrative costs and expenses, and
          accordingly, the Company was [not] in compliance with such provision
          in the Credit Agreement at such time.

     (r)  pursuant to Section 9.5(ii) of the Credit Agreement, as at the end of
          the Fiscal Year ended _, the Company had made Restricted Junior
          Payments to Holdings that did not in the aggregate exceed Cdn. $_ in
          such Fiscal Year or Cdn. $_ during the term of this Agreement, for
          distribution to Parent to permit Parent to repurchase shares of Parent
          Common Stock (or options or warrants to acquire Parent Common Stock)
          from employees of the Company, all such Restricted Junior Payments
          being made at such times as no Event of Default or Potential Event of
          Default had occurred and was continuing or was caused thereby. Section
          9.5(ii) of the Credit Agreement allows the Company to make such
          Restricted Junior Payments to Holdings in an aggregate amount not in
          excess of Cdn. $2,000,000 in any Fiscal Year and Cdn. $10,000,000
          during the term of the Credit Agreement, provided that no Event of
          Default or Potential Event of

                                      VII-4



          Default shall have occurred or shall be caused thereby, and
          accordingly, the Company was [not] in compliance with such provision
          in the Credit Agreement at such date;

     (s)  pursuant to Section 9.7(iv) of the Credit Agreement, as at the end of
          the Fiscal Year ended _, the Company and its Subsidiaries had made
          Asset Sales of assets having a fair market value not in excess of Cdn.
          $_, of which (i) the total consideration received for such assets was,
          or will be Cdn. $_ (of which _% was, or will be cash), and (ii) the
          proceeds [were, or will be,][were not] applied as required by Section
          2.4B(iii)(a) or Section 2.4G of the Credit Agreement. Section 9.7(iv)
          of the Credit Agreement (i) prohibits the Company and its Subsidiaries
          from making Asset Sales having a fair market value in excess of Cdn.
          $15,000,000 in any Fiscal Year, (ii) requires that the consideration
          received for such assets must be in an amount at least equal to the
          fair market value thereof, (iii) requires that at least seventy five
          percent (75%) of the consideration received be in cash, and (iv)
          requires that the proceeds of such Asset Sales be applied as required
          by subsection 2.4B(iii)(a) and subsection 2.4G of the Credit
          Agreement, and accordingly, the Company was [not] in compliance with
          such provision in the Credit Agreement at such time;

     (t)  pursuant to Section 9.8 of the Credit Agreement, as at the end of the
          Fiscal Year ended _, the Company and its Subsidiaries have made or
          incurred Consolidated Capital Expenditures in an aggregate amount not
          in excess of Cdn. $_. Pursuant to Section 9.8 of the Credit Agreement,
          the Company and its Subsidiaries are prohibited from making or
          incurring Consolidated Capital Expenditures in such period in an
          amount in excess of Cdn. $_ in such period, and accordingly, the
          Company was [not] in compliance with such provision in the Credit
          Agreement at such date;

     and attached hereto in Schedule 2 are detailed particulars of the manner in
     which the financial ratios described in paragraphs [(b) - (f)] above were
     calculated and detailed particulars of the matters described in paragraphs
     [(g) - (t)] above.

DATED this        day of                      , 200   .
           ------        ---------------------     ---

                                            NORTH AMERICAN ENERGY
                                            PARTNERS INC.


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

                                      VII-5



                                   SCHEDULE 1
                          TO THE COMPLIANCE CERTIFICATE

               EVENT(S) OF DEFAULTS/POTENTIAL EVENT(S) OF DEFAULT

[Insert details of any Event of Default or Potential Event of Default, including
the nature and period of existence thereof and what action the Company has
taken, and proposes to take, with respect thereto.]

                                      VII-6



                                   SCHEDULE 2
                          TO THE COMPLIANCE CERTIFICATE

                                  CALCULATIONS

I.   For the purposes of this Compliance Certificate, the financial ratios in
     Section 2[(b)-(f)] therein have been determined as follows, all on a
     consolidated basis for the Company and its Subsidiaries in conformity with
     GAAP:

     1.   Section 2(b): Consolidated EBITDA/Consolidated Cash Interest Expense

          Consolidated EBITDA

          Consolidated Net Income.                               Cdn. $
                                                                       ---------
          plus:

          Consolidated  Interest  Expense  (to the  extent
          deducted  in the  calculation  of
          Consolidated Net Income).                              Cdn. $
                                                                       ---------
          plus:

          provisions for taxes based on income (to the extent
          deducted in the calculation of
          Consolidated Net Income).                              Cdn. $
                                                                       ---------
          plus:

          total  depreciation   expense  (to  the  extent
          deducted  in  the  calculation  of
          Consolidated Net Income).                              Cdn. $
                                                                       ---------
          plus:

          total  amortization   expense  (to  the  extent
          deducted  in  the  calculation  of
          Consolidated Net Income).                              Cdn. $
                                                                       ---------
          plus:

          other  non-cash  items (other than any such items to
          the extent that it  represents an accrual of or
          reserve  for cash  expenditures  in any  future
          period)  (to the extent deducted in the calculation
          of Consolidated Net Income).                           Cdn. $
                                                                       ---------
          less:

          other non-cash items added in the  calculation  of
          Consolidated  Net Income (other than any such items
          to the extent it will  result in the  receipt of
          cash  payments in any future period).                  Cdn. $
                                                                       ---------

     Consolidated EBITDA                                         Cdn. $
                                                                       ---------

                                      VII-7



          Consolidated Cash Interest Expense

          Consolidated  Interest Expense for such period,
          excluding any interest expense not payable in Cash
          (such as non-cash  amortization  and write-off of
          discount and debt issuance costs.)                     Cdn. $
                                                                       ---------

     Consolidated Cash Interest Expense                          Cdn. $
                                                                       ---------

     Consolidated EBITDA/Consolidated Cash Interest Expense =
          $_/ Cdn. $_                                                  ---------

     2.   Section 2(c): Consolidated EBITDA/Consolidated Fixed Charges

     Consolidated EBITDA (calculated in accordance with
     Item #1 above, except that total depreciation expense
     shall be omitted from such calculation)                     Cdn. $
                                                                       ---------

          Consolidated Fixed Charges

          Consolidated Cash Interest Expense.                    Cdn. $
                                                                       ---------

          plus:

          Scheduled principal payments in respect of
          Consolidated Total Debt.                               Cdn. $
                                                                       ---------

          plus:

          Current taxes based on income of the Company and its
          Subsidiaries and paid in cash with respect to
          such period.                                           Cdn. $
                                                                       ---------

          plus:

          Restricted Junior Payments.                            Cdn. $
                                                                       ---------

          plus:

          Aggregate amount of all rents paid or payable
          during the applicable period under all
          Capital Leases to which the Company or any of
          its Subsidiaries is a party (for certainty,
          excluding the interest portion to the extent
          included by Consolidated Cash Interest
          Expense).                                              Cdn. $
                                                                       ---------

     Consolidated Fixed Charges                                  Cdn. $
                                                                       ---------

     Consolidated EBITDA / Consolidated Fixed Charges = Cdn $_/Cdn $_
                                                                       ---------

                                      VII-8



     3.   Section 2(d): Consolidated Leverage Ratio

          Consolidated Leverage Ratio = Consolidated Total
          Debt/Consolidated EBITDA

          Consolidated Total Debt

          Aggregate stated balance sheet amount of all
          Indebtedness of the Company and its Subsidiaries
          (with the amount of any such Indebtedness incurred
          in any currency other than Canadian Dollars, to
          the extent of the principal amount hedged pursuant
          to a Currency Agreement, determined by reference
          to the exchange rate between such currency and
          Canadian Dollars set forth in such Currency
          Agreement as the basis for determining the
          respective parties obligations thereunder).            Cdn. $
                                                                       ---------

          Plus:

          Letter of Credit Usage and reimbursement
          obligations in respect of other letters of credit,
          surety bonds or similar instruments in excess of
          the lesser of (a) Cdn. $30,000,000 and (b) the
          maximum aggregate amount of Letters of Credit that
          are permitted to be outstanding under the Credit
          Agreement at the time of determination.                Cdn. $
                                                                       ---------

     Consolidated Total Debt                                     Cdn. $
                                                                       ---------

     Consolidated  EBITDA [(calculated in accordance with
     Item #1 above)] [(as deemed in accordance with
     the definition thereof in the Credit Agreement.])           Cdn. $
                                                                        --------

     Consolidated Leverage Ratio = Cdn. $_/Cdn. $_
                                                                       ---------

     4.   Section 2(e): Consolidated Senior Leverage Ratio

          Consolidated  Senior Leverage Ratio = Consolidated
          Total Senior  Debt/Consolidated EBITDA

          Consolidated Total Senior Debt

          The principal amount of the Obligations (including
          the face amount of Bankers' Acceptances and issued
          Letters of Credit in excess of the lesser of (i)
          Cdn. $30,000,000 and (b) the maximum aggregate
          amount of Letters of Credit that are permitted to
          be outstanding under the Credit Agreement at the
          time of determination), and any other Indebtedness
          of the Company or any of its Subsidiaries that is
          secured by any Lien.                                   Cdn. $
                                                                       ---------

     Consolidated Total Senior Debt                              Cdn. $
                                                                       ---------

                                      VII-9



     Consolidated EBITDA [(calculated in accordance
     with Item #1 above)] [(as deemed in accordance
     with the definition thereof in the Credit
     Agreement.)]                                                Cdn. $
                                                                       ---------

     Consolidated Senior Leverage Ratio = Cdn. $_/Cdn.
     $_                                                                ---------

     5.   Section 2(f): Consolidated EBITDA
          [(calculated in accordance with Item #1
          above)] [(as deemed in accordance with the
          definition thereof in the Credit Agreement.])          Cdn. $
                                                                       ---------

II.  Detailed Particulars of any matters described in Section 2[(g) - (t)]
     of the Compliance Certificate

                                [Insert details]

                                     VII-10



                                  EXHIBIT VIII
                             TO THE CREDIT AGREEMENT

                           [INTENTIONALLY LEFT BLANK]

                                     VIII-11



                                   EXHIBIT IX
                             TO THE CREDIT AGREEMENT

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

          THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made as
of the _______ day of _, 200___.

BETWEEN:

          _

          (hereinafter referred to as the "Assignor")

                                                               OF THE FIRST PART

                                     - and -

          _

          (hereinafter referred to as the "Assignee")

                                                              OF THE SECOND PART

                                    [- and -]

          [NORTH AMERICAN ENERGY PARTNERS INC., a corporation incorporated under
          the laws of Canada (hereinafter referred to as the "Company")

                                                              OF THE THIRD PART]

                                   [- and -]

          [ROYAL BANK OF CANADA, in its capacity as administrative agent to the
          Lenders (hereinafter referred to as the "Administrative Agent"),

                                                             OF THE FOURTH PART]

          WHEREAS the Assignor is a Lender under the Credit Agreement dated as
of November 26th, 2003 among the Company, the Persons party thereto as lenders
(collectively, the "Lenders"), the Administrative Agent, and the other Agents,
as it may be amended, supplemented or otherwise modified or restated from time
to time, referred to as the "Credit Agreement");

                                      IX-1



          AND WHEREAS the Assignor has agreed to assign and transfer to the
Assignee certain rights under the Credit Agreement in compliance with the Credit
Agreement, and the Assignee has agreed to accept such rights and assume certain
obligations of the Assignor under the Credit Agreement.

          NOW THEREFORE, in consideration of the premises and other good and
valuable consideration (the receipt and sufficiency of which are hereby
conclusively acknowledged), the parties hereby agree as follows:

1.   Interpretation

     (a)  In this Agreement, including the recitals, capitalized terms used
          herein, and not otherwise defined herein, shall have the same meanings
          attributed thereto as set forth in the Credit Agreement. In addition,
          the following terms shall have the following meanings:

          (i)  "Assigned Commitments" has the meaning set forth in Section 2
               hereof;

          (ii) "Assigned Interests" has the meaning set forth in Section 2
               hereof;

          (iii) "Assumed Obligations" has the meaning set forth in Section 4
               hereof;

          (iv) "Effective Date" means the date this Agreement is executed by all
               parties hereto;

          (v)  "Indemnity Amount" has the meaning set forth in Section 3 hereof;
               and

          (vi) "Outstanding Assignor BA's" has the meaning set forth in Section
               3 hereof.

     (b)  The division of this Agreement into Articles, Sections, paragraphs and
          other subdivisions and the insertion of headings are for convenience
          of reference only and shall not affect the construction or
          interpretation hereof.

     (c)  In this Agreement:

          (i)  the terms "this Agreement", "hereof", "herein", "hereunder" and
               similar expressions refer, unless otherwise specified, to this
               Agreement taken as a whole and not to any particular section,
               subsection or paragraph;

          (ii) words importing the singular number or masculine gender shall
               include the plural number or the feminine or neuter genders, and
               vice versa; and

          (iii) words and terms denoting inclusiveness (such as "include" or
               "includes" or "including"), whether or not so stated, are not
               limited by their context or by the words or phrases which precede
               or succeed them.

     (d)  This Agreement shall be governed by and interpreted in accordance with
          the laws of the Province of Alberta and the laws of Canada applicable
          therein. The parties hereby irrevocably submit to the non-exclusive
          jurisdiction of the courts of the Province of Alberta, without
          prejudice to the rights of the parties to take proceedings in any
          other jurisdictions.

     (e)  If any provision of this Agreement shall be invalid, illegal or
          unenforceable in any respect in any jurisdiction, it shall not affect
          the validity, legality or enforceability of any

                                      IX-2



          such provision in any other jurisdiction or the validity, legality or
          enforceability of any other provision of this Agreement.

2.   Assignment of Rights by Assignor

          Effective as of the Effective Date, the Assignor hereby absolutely
assigns and transfers to the Assignee:

     (a)  subject to Section 3 hereof, [[all OR _% of all] of its right, title
          and interest in, to and under each of the outstanding Term Loans]
          [and] [[all or _% of all] of its right, title and interest in, to and
          under each of the outstanding Revolving Loans, including the
          corresponding right, title and interest in, to and under each of the
          Letters of Credit or any participation therein issued pursuant to such
          Revolving Loans] [and] [[all or _% of all] of its right, title and
          interest in, to and under each of the outstanding Swing Line Loans4]
          owing by the Company under the Credit Agreement; [and]

     (b)  [Cdn. $_ of the Assignor's Term Loan Commitment,] [and] [Cdn. $_ of
          the Assignor's Revolving Loan Commitment, including the corresponding
          right, title and interest in, to and under each of the Letters of
          Credit or any participation therein issued pursuant to such Revolving
          Loans] [and] [Cdn. $_ of the Assignor's Swing Line Loan Commitment]
          (collectively, the "Assigned Commitments");

together with all of the Assignor's other rights and obligations under the
Credit Agreement and the other Loan Documents, provided that each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under the Credit Agreement with
respect to such Loan(s) or the Assigned Commitments (collectively, the "Assigned
Interests"). Effective as of the Effective Date, the Assignor shall, to the
extent of the Assigned Interests, relinquish its rights, (other than any rights
which survive the termination of the Credit Agreement under subsection 12.9A
thereof) and be released from its obligations under the Credit Agreement (and,
in the event that the Assigned Interests cover all or the remaining portion of
the Assignor's rights and obligations under the Credit Agreement, the Assignor
shall cease to be a party to the Credit Agreement, provided that anything
contained in any of the Loan Documents or this Agreement to the contrary
notwithstanding, if the Assignor is an Issuing Lender, the Assignor shall
continue to have all rights and obligations of an Issuing Lender until the
cancellation or expiration of any Letters of Credit issued by it and the
reimbursement of any amounts thereunder). [NOTE: Delete any particular Loans or
Commitments if not being assigned.]

3.   Outstanding Assignor BAs

          The parties hereto agree that the outstanding Bankers' Acceptances
accepted by the Assignor and described in Appendix I hereto (collectively, the
"Outstanding Assignor BAs") shall remain the liability and obligation of the
Assignor and the Assignor shall be entitled to all of the rights, titles and
benefits arising out of the Credit Agreement and the other Loan Documents with
respect to such Outstanding Assignor BAs (including reimbursement rights);
provided, however, that the Assignee shall indemnify the Assignor for the
respective amounts set forth under the heading "Indemnity Amount" in

- ----------
/4/ Note that except as provided in Section 2.1A(iii) and Section 11.5 of the
Credit Agreement, the Swing Line Loans and Swing Loan Subcommitment of Swing
Line Lender may not be sold, assigned or transfered to any Person other than a
successor Administrative Agent and Swing Line Lender to the extent contempleted
by Section 11.5 of the Credit Agreement.

                                      IX-3



Appendix I in respect of such Outstanding Assignor BAs (other than losses or
costs with respect to such Indemnity Amounts which arise out of the negligence
or wilful misconduct of the Assignor).

4.   Assumption of Obligations by Assignee

          The Assignee assumes and covenants and agrees to be responsible for
all obligations relating to the Assigned Interests to the extent such
obligations arise or accrue on or after the Effective Date (collectively, the
"Assumed Obligations") and agrees that it will be bound by the Credit Agreement
and the other Loan Documents to the extent of the Assumed Obligations as fully
as if it had been an original party to the Credit Agreement.

5.   Credit Agreement References; Notices

     Effective as of the Effective Date:

     (a)  the Assignee shall be a Lender to the extent of its Assigned Interests
          under the Credit Agreement and the other Loan Documents and all
          references therein to "Lenders" or "a Lender" shall be deemed to
          include the Assignee;

     (b)  the Commitments of the Assignee shall be the Assigned Commitments and
          all references in the Credit Agreement to the Commitments of the
          Assignee shall be deemed to be to the Assigned Commitments;

     (c)  any demand, notice or communication to be given to the Assignee in
          accordance with Section 12.8 of the Credit Agreement shall be made or
          given to the following address or telecopy number (until the Assignee
          otherwise gives notice in accordance with such Section 12.8):

          [Insert applicable address]

          ; and

     (d)  Schedule 2.1 to the Credit Agreement shall be deemed to be and is
          hereby amended to the extent necessary to give effect to the
          assignment of the Assigned Commitments contemplated hereby and to give
          effect to Sections 5(b) and 5(c) hereof.

6.   The Administrative Agent

          Without in any way limiting the provisions of Section 4 hereof, the
Assignee irrevocably appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with the provisions of the Credit
Agreement and the other Loan Documents.

7.   No Entitlement to Prior Interest or Other Fees

          Except as otherwise agreed in writing between the Assignor and the
Assignee, notwithstanding any provision of the Credit Agreement or other Loan
Documents or any other provision of this Agreement, the Assignee shall have no
right, title or interest in or to any interest or fees paid or to be paid to the
Assignor under, pursuant to or in respect of:

                                      IX-4



     (a)  [the fees paid to the Assignor in respect of the establishment of the
          Commitments and Loans;]

          [NOTE: Insert 7(a) above, as applicable.]

     (b)  [the fees payable to the Administrative Agent for acting as
          Administrative Agent under the Credit Agreement; or]

          [NOTE: 7(b) above to be inserted for any assignment by the
          Administrative Agent.]

     (c)  the Loans, the Commitments or the Credit Agreement for any period of
          time or in respect of any event or circumstance prior to the Effective
          Date.

8.   [Consent of [Company] [and] [Administrative Agent]]/5/

          [The Company and] the Administrative Agent hereby consent[s] to the
assignment of the Assigned Interests to the Assignee and the assumption of the
Assumed Obligations by the Assignee and, as and from the Effective Date,
agree[s] to recognize the Assignee as a Lender under the Credit Agreement as
fully (to the extent of its Assigned Interests) as if the Assignee had been an
original party to the Credit Agreement.

9.   [Consent of Assignee]/6/

          [The Assignee hereby agrees and acknowledges that (i) this assignment
and assumption is made pursuant to Section 2.8 of the Credit Agreement, and (ii)
the Assignor is a "Subject Lender" and "Non-Consenting Lender" as such terms are
defined therein. In furtherance thereof, Assignee hereby consents, as of the
date hereof, to [Insert details of proposed amendment, modification or waiver
requiring 100% of the Lenders or 100% of the Lenders with Obligations directly
affected thereby pursuant to which the Assignor refused to grant its consent].

10.  Representations and Warranties

     (a)  Representations of each of Assignor and Assignee. Each of the Assignor
          and the Assignee hereby represents and warrants to the other parties
          to this Agreement as follows:

          (i)  it is validly subsisting under the laws of its governing
               jurisdiction;

          (ii) it has all necessary power and authority to enter into this
               Agreement and to perform its obligations hereunder and under the
               Credit Agreement and the other Loan Documents;

          (iii) the execution, delivery, observance and performance on its part
               of this Agreement has been duly authorized by all necessary
               action and this Agreement

- ----------
/5/ Refer to Section 12.1B of the Credit Agreement regarding required consent,
if any, to the assignment contemplated herein.

/6/ To be inserted if the Assignor is a "Subject Lender" and "Non-Consenting
Lender" that is beign replaced pursuant to Section 2.8 of the Credit Agreement.

                                      IX-5



               constitutes a legal, valid and binding obligation of such party
               enforceable against it in accordance with its terms;

          (iv) all consents, authorizations and approvals of any Governmental
               Authority, if any, required for the execution, delivery,
               observance and performance by it of this Agreement, the Credit
               Agreement and the other Loan Documents have been obtained and
               remain in full force and effect, all conditions have been duly
               complied with and no action by, and no notice to or other filing
               with any Governmental Authority is required for such execution,
               delivery, observance or performance; and

          (v)  [it is in compliance with the restrictions set forth in Section
               12.1(B)(i)(a) of the Credit Agreement.]/7/

     (b)  Representations of Assignee. The Assignee further represents, warrants
          and covenants that:

          (i)  it is an Eligible Assignee by virtue of [Insert particulars];

          (ii) it is not a "non-resident" of Canada within the meaning of the
               Income Tax Act (Canada);

          (iii) [it is a [Lender][Affiliate of a Lender][Approved Fund of a
               Lender];]

          (iv) it has experience and expertise in the making of or purchasing
               loans such as the Loans assigned hereunder; and

          (v)  it will make or purchase Loans for its own account in the
               ordinary course of its business and without a view to
               distribution of such Loans within the meaning of the Securities
               Act (United States) or the Exchange Act (United States) or other
               federal securities laws of the United States.

     (c)  Representations of Assignor. The Assignor further represents and
          warrants to the Assignee that it has the right to sell to the Assignee
          the Assigned Interests and that the same are free and clear of all
          Liens.

     (d)  [Representations of the Company. The Company represents and warrants
          to each of the Assignor and Assignee that it is concurrently requiring
          each other Subject Lender that is a Non-Consenting Lender to assign
          its Loans and Commitments under the Credit Agreement.]/8/

          The representations and warranties set out in this Agreement shall
survive the execution and delivery of this Agreement and notwithstanding any
examinations or investigations which may be made by the parties or their
respective legal counsel.

- ----------
/7/ To be deleted if such provision has been waived by the Administrative Agent
and Company (if applicable) pursuant to Section 8 hereof.

/8/ To be inserted if the Assignor is a "Subject Lender" and "Non-Consenting
Lender" that is beign replaced pursuant to Section 2.8 of the Credit Agreement

                                      IX-6



          Except as expressly provided herein, the Assignee confirms that this
Agreement is entered into by the Assignee without any representations or
warranties by the Assignor or the Administrative Agent on any matter whatsoever,
including on the effectiveness, validity, legality, enforceability, adequacy or
completeness of the Credit Agreement or any other Loan Document delivered
pursuant thereto or in connection therewith or any of the terms, covenants and
conditions therein or on the financial condition, creditworthiness, condition,
affairs, status or nature of the Company.

11.  Assignee Credit Decision

          The Assignee acknowledges to the Assignor and the Administrative Agent
that the Assignee has itself been, and will continue to be, solely responsible
for making its own independent appraisal of and investigations into the
financial condition, creditworthiness, condition, affairs, status and nature of
the Company, all of the matters and transactions contemplated herein and in the
Credit Agreement and the other Loan Documents and all other matters incidental
to the Credit Agreement and the other Loan Documents. The Assignee confirms with
the Assignor and the Administrative Agent that it does not rely, and it will not
hereafter rely, on the Administrative Agent or the Assignor:

     (a)  to check or inquire on its behalf into the adequacy, accuracy or
          completeness of any information provided by the Company or any other
          Person under or in connection with the Credit Agreement and the other
          Loan Documents or the transactions therein contemplated (whether or
          not such information has been or is hereafter distributed to the
          Assignee by the Administrative Agent); or

     (b)  to assess or keep under review on its behalf the financial condition,
          creditworthiness, condition, affairs, status or nature of the Company.

The Assignee acknowledges that a copy of the Credit Agreement (including a copy
of the schedules thereto) has been made available to it for review and further
acknowledges and agrees that it has received copies of such other Loan Documents
and such other information that it has requested for the purposes of its
investigation and analysis of all matters related to this Agreement, the Credit
Agreement, the other Loan Documents and the transactions contemplated hereby and
thereby. The Assignee acknowledges that it is satisfied with the form and
substance of the Credit Agreement and the other Loan Documents.

12.  Payments

          The Assignor and the Assignee acknowledge and agree that all payments
under the Credit Agreement in respect of the Assigned Interests from and after
the Effective Date received by the Administrative Agent on or after the
Effective Date and on behalf of the Assignee shall be the property of the
Assignee and the Administrative Agent shall be entitled to treat the Assignee as
solely entitled thereto.

13.  Amendments and Waivers

          Any amendment or modification or waiver of any right under any
provision of this Agreement shall be in writing (in the case of an amendment or
modification, signed by the parties) and any such waiver shall be effective only
for the specific purpose for which given and for the specific time period, if
any, contemplated therein. No failure or delay by any party in exercising any
right, power or privilege under this Agreement shall operate as a waiver thereof
and any waiver of any breach of the provisions of this Agreement shall be
without prejudice to any rights with respect to any other or further breach.

                                      IX-7



14.  General Provisions

     (a)  The parties hereto shall from time to time and at all times do all
          such further acts and things and execute and deliver all such
          documents as are required in order to fully perform and carry out the
          terms of this Agreement.

     (b)  The provisions of this Agreement shall enure to the benefit of and
          shall be binding upon the parties hereto and their respective
          successors and permitted assigns.

     (c)  This Agreement may be executed and delivered in any number of
          counterparts, each of which shall be deemed to be an original, and it
          shall not be necessary in making proof of this Agreement to produce or
          account for more than one full set of counterparts.

          IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed by its duly authorized representative(s) as of the date first above
written.

                                        _, as Assignor

                                        Per:
                                            ------------------------------------

                                        Per:
                                            ------------------------------------

                                        _, as Assignee

                                        Per:
                                            ------------------------------------

                                        Per:
                                            ------------------------------------

                                        [NORTH AMERICAN ENERGY
                                        PARTNERS INC.]

                                        Per:
                                            ------------------------------------

                                        Per:
                                            ------------------------------------

                                        [ROYAL BANK OF CANADA, as
                                        Administrative Agent]

                                        Per:
                                            ------------------------------------

                                        Per:
                                            ------------------------------------

                                      IX-8



                                   APPENDIX I

                            OUTSTANDING ASSIGNOR BAs

FACE AMOUNT   ISSUE DATE   MATURITY DATE   INDEMNITY AMOUNT
- -----------   ----------   -------------   ----------------

                                [Insert details]

                                      IX-9



                                    EXHIBIT X
                             TO THE CREDIT AGREEMENT

                     FORM OF FINANCIAL CONDITION CERTIFICATE

This SOLVENCY CERTIFICATE (this "Certificate") is delivered in connection with
that certain Credit Agreement dated as of November 26th, 2003 by and among North
American Energy Partners Inc., as borrower (the "Company"), the Persons party
thereto as lenders (collectively, the "Lenders") and Royal Bank of Canada, as
administrative agent (the "Administrative Agent") and the other agents (such
Credit Agreement, as it may be amended, supplemented or otherwise modified or
restated from time to time, referred to as the "Credit Agreement"). Capitalized
terms used herein without definition have the same meanings as in the Credit
Agreement.

This Certificate is being delivered pursuant to subsection 6.1N of the Credit
Agreement. The undersigned is a director of Company and hereby further certifies
as of the date hereof, in his capacity as such, and without assuming any
personal liability whatsoever, as follows:

1.   I have responsibility for (a) the management of the financial affairs of
     Company and each Subsidiary Guarantor and the preparation of, or the
     supervision of, financial statements of Company and each Subsidiary
     Guarantor, and (b) reviewing the financial and other aspects of the
     transactions contemplated by the Credit Agreement and other Loan Documents.

2.   I have carefully prepared and/or reviewed the contents of this Certificate
     and have conferred with counsel for Company and each Subsidiary Guarantor
     for the purpose of discussing the meaning of any provisions hereof that I
     desired to have clarified.

3.   In preparation for the consummation of the transactions contemplated by the
     Credit Agreement and other Loan Documents, I have prepared and/or reviewed
     a pro forma balance sheet and related consolidated statements of income and
     cash flows for the six month period ending on September 30, 2003 and pro
     forma income estimates and pro forma cash flow estimates for each Fiscal
     Year during the term of the Credit Agreement for Company and each of its
     Subsidiaries on a consolidated basis, in each case after giving effect to
     the consummation of the transactions contemplated by the Credit Agreement
     and other Loan Documents. The pro forma balance sheets have been prepared
     utilizing what I believe are reasonable estimates of the "fair value" and
     "present fair saleable value" of the assets of Company and each of its
     Subsidiaries. Although any projections may by necessity involve
     uncertainties and approximations, the projections are based on good faith
     estimates and assumptions believed by me to be reasonable.

4.   Based upon the foregoing and to the best of my knowledge after due inquiry,
     I have concluded, after giving effect to the consummation of the
     transactions contemplated by the Loan Documents, that:

     (a)  The "fair value" and "present fair saleable value" of the assets of
          Company and each Subsidiary Guarantor, taken as a whole, exceed: (x)
          the total liabilities of Company and each Subsidiary Guarantor, taken
          as a whole, (including their probable liabilities in respect of
          contingent and unliquidated liabilities and their unmatured
          liabilities), and (y) the amount required to pay such liabilities as
          they become absolute and matured in the normal course of business.

     (b)  Company and each Subsidiary Guarantor, taken as a whole, have the
          ability to pay their debts and liabilities (including their probable
          liabilities in respect of contingent and

                                       X-1



          unliquidated liabilities and their unmatured liabilities) as they
          become absolute and matured in the normal course of business.

     (c)  Company and each Subsidiary Guarantor do not have an unreasonably
          small amount of capital with which to conduct their respective
          businesses after giving due consideration to the industry in which
          they are engaged.

     (d)  Neither Company nor any Subsidiary Guarantor has executed any Loan
          Document or made any transfer or incurred any obligations thereunder,
          with actual intent to hinder, delay or defraud either present or
          future creditors.

In computing the amount of such contingent and unliquidated liabilities as of
the date hereof, such liabilities have been computed at the amount that, in the
light of all the facts and circumstances existing as of the date hereof,
represents the amount that can reasonably be expected to become an actual or
matured liability.

For the purpose of the above analysis, the values of Company's assets, and each
Subsidiary Guarantor's assets, have been computed by considering Company and
each Subsidiary Guarantor as a going concern entity.

I understand that the Administrative Agent and the Lenders are relying on this
Certificate in extending credit to Company pursuant to the Credit Agreement.

Dated as of the 26th day of November, 2003.

                                        NORTH AMERICAN ENERGY
                                        PARTNERS INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       X-2



                                   EXHIBIT XI
                               TO CREDIT AGREEMENT

                          FORM OF SUBSIDIARY GUARANTEE

                              SUBSIDIARY GUARANTEE

     THIS GUARANTEE is made as of November 26, 2003 among NACG ACQUISITION INC.,
a corporation under the laws of Canada, NORTH AMERICAN CONSTRUCTION GROUP INC.,
a corporation under the laws of Canada, NORTH AMERICAN CONSTRUCTION LTD., a
corporation under the laws of Canada, NORTH AMERICAN CAISSON LTD., a corporation
under the laws of Alberta, NORTH AMERICAN ENGINEERING INC., a corporation under
the laws of Alberta, NORTH AMERICAN ENTERPRISES LTD., a corporation under the
laws of Alberta, NORTH AMERICAN INDUSTRIES INC., a corporation under the laws of
Alberta, NORTH AMERICAN MAINTENANCE LTD., a corporation under the laws of
Alberta, NORTH AMERICAN MINING INC., a corporation under the laws of Alberta,
NORTH AMERICAN PIPELINE INC., a corporation under the laws of Alberta, NORTH
AMERICAN ROAD INC., a corporation under the laws of Alberta, NORTH AMERICAN
SERVICES INC., a corporation under the laws of Alberta, GRIFFITHS PILE DRIVING
INC., a corporation under the laws of Alberta, NORTH AMERICAN SITE DEVELOPMENT
LTD., a corporation under the laws of Alberta, and NORTH AMERICAN SITE SERVICES
INC., a corporation under the laws of Alberta, NACG FINANCE LLC, a limited
liability company under the laws of Delaware (together with each other
Subsidiary Guarantor who becomes a party hereto pursuant to a Joinder Agreement,
the "Guarantors" and each of them, a "Guarantor"), and the Guarantee
Beneficiaries.

Recitals

1.   The Guarantee Beneficiaries have agreed to enter into the Credit Agreement
     with North American Energy Partners Inc. (the "Borrower") on the condition
     that the Guarantors provide this Guarantee; and

2.   The Guarantors will derive significant benefit from the extension of credit
     by the Guarantee Beneficiaries to Borrower;

NOW THEREFORE the parties agree as follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this Guarantee, unless something in the subject matter or context is
inconsistent therewith:

     "Credit Agreement" means the Credit Agreement dated November 26, 2003 among
     the Borrower, Royal Bank of Canada, as administrative agent, the other
     agents, and the

                                      XI-1



     Persons party thereto as lenders, as amended, modified, supplemented or
     restated from time to time.

     "Guarantee Beneficiaries" means the Lenders, the Swap Lenders, and Royal
     Bank of Canada, for itself and as agent for and on behalf of the Lenders
     and the Swap Lenders from time to time.

     "Guaranteed Obligations" means, collectively and at any time and from time
     to time, all Obligations and the Secured Swap Obligations (present or
     future, absolute or contingent, matured or not), whether the same are from
     time to time reduced and thereafter increased or entirely extinguished and
     thereafter incurred again.

     "Joinder Agreement" means any joinder agreement in the form attached hereto
     as Schedule A pursuant to which any Subsidiary of the Borrower created,
     formed, or acquired after the date hereof becomes a Guarantor hereunder in
     accordance with Section 8.9 of the Credit Agreement.

     "Obligors" means, in respect of each Guarantor, (i) the Borrower and (ii)
     each other Subsidiary Guarantor that is party to a Lender Hedge Agreement
     from time to time, and "Obligor" means any one of them.

     Capitalized words and phrases used in this Guarantee and the recitals and
preamble hereto without express definition herein shall, unless something in the
subject matter or context is inconsistent therewith, have the same defined
meanings as are ascribed to such words and phrases in the Credit Agreement. For
certainty, if the Credit Agreement ceases to be in force for any reason
whatsoever, then for all purposes hereof the aforementioned capitalized words
and phrases shall continue to have the same defined meanings set forth in the
Credit Agreement as if such agreement remained in force in the form immediately
prior to its ceasing to be in force.

1.2  Headings and Guarantee References

     (a)  The division of this Guarantee into Articles and Sections, and the
          insertion of headings is for convenience of reference only and shall
          not affect the construction or interpretation of this Guarantee.

     (b)  The terms "this Guarantee", "hereof", "hereunder" and similar
          expressions refer to this Guarantee and not to any particular Article,
          Section or other portion hereof, and include any amendments hereto.
          Unless otherwise stated, references herein to Articles and Sections
          are to Articles and Sections of this Guarantee.

                                   ARTICLE 2
                            NO COLLATERAL AGREEMENTS

2.1  Acknowledgement

     Each of the Guarantors confirms that its obligations under this Guarantee
are not subject to any promise or condition affecting or limiting its liability,
and no statement, representation, collateral agreement or promise on the part of
the Guarantee Beneficiaries or any officer, employee or agent thereof forms any
part of this Guarantee or has induced the making thereof or shall be deemed in
any way to affect such Guarantor's liability hereunder, unless expressly set

                                      XI-2



out herein. It is the parties' intent that all conditions and limitations
relating to this Guarantee be expressly set out herein, failing which the
Guarantors expressly waive reliance thereon as a defence to or limitation of its
obligations hereunder.

                                    ARTICLE 3
                                    GUARANTEE

3.1  Guarantee

     Each of the Guarantors hereby absolutely, unconditionally and irrevocably
guarantees to the Guarantee Beneficiaries the due and punctual payment,
discharge and full performance of all Guaranteed Obligations. Each of the
Guarantors covenants that the Guaranteed Obligations will be fully and
punctually paid and performed strictly in accordance with the terms of the
Credit Agreement, any other Loan Document or any Lender Hedge Agreement (as
applicable), whether the same become due on maturity, by mandatory prepayment,
by demand, acceleration or otherwise. Each of the Guarantors hereby indemnifies
the Guarantee Beneficiaries on demand against any loss or liability suffered by
them as a result of any Guaranteed Obligation being or becoming unenforceable,
invalid or illegal up to the amount of the Guaranteed Obligations. The covenants
and agreements on the part of the Guarantors herein contained shall be joint and
several obligations, and no Guarantor shall be released from liability hereunder
by reason of this Guarantee ceasing to be binding on any other Guarantor.

3.2  Continuing Guarantee

     This Guarantee shall be a continuing guarantee, shall cover and secure any
ultimate balance owing to the Guarantee Beneficiaries hereunder, and shall be
operative and binding notwithstanding that at any time or times the Guaranteed
Obligations may equal zero or that any payments from time to time may be made to
the Guarantee Beneficiaries or any settlements of account effected or any other
thing whatsoever done, suffered or permitted, or any other action short of
actual and final payment to the Guarantee Beneficiaries of all Guaranteed
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, each Guarantor agrees that: (a) this Guarantee is a guarantee of
payment when due and not collectibility; (b) the obligations of each Guarantor
hereunder are independent of the obligations of the Obligors under the Loan
Documents and the Lender Hedge Agreements and the obligations of any other
guarantor (including any Guarantor hereunder); and (c) a payment of a portion,
but not all, of the Guaranteed Obligations by one or more guarantors (including
any Guarantor hereunder) shall in no way limit, affect, modify or abridge the
liability of any Guarantor for any portion of the Guaranteed Obligations that
has not been paid.

3.3  Other Guarantors

     This Guarantee shall be operative and binding regardless of whether or not
any proposed guarantor or any other Persons have executed or shall execute this
Guarantee or is or are or shall become in any other way responsible to the
Guarantee Beneficiaries for or in respect of the Guaranteed Obligations or any
part thereof, and regardless of whether or not any other Persons now or
hereafter liable to the Guarantee Beneficiaries for the Guaranteed Obligations
or any part thereof (whether under this Guarantee or otherwise) shall cease to
be so liable.

                                      XI-3



3.4  Obligor's Identity

     This Guarantee is to extend to the Persons for the time being and from time
to time carrying on the business now carried on by the Obligors notwithstanding
any change or changes in the name, business, powers, objects, membership,
directors, partners, shareholders, directorate, organization or management of
any Obligor, and notwithstanding any reorganization of any Obligor or the merger
or amalgamation of any Obligor with another or others (including with any
Guarantor, in which case the obligations of such Guarantor hereunder shall be
direct), or the sale or disposal of any of an Obligor's business in whole or in
part to another or others, or the surrender, forfeiture or termination of its
articles or charter, or the receivership, dissolution, insolvency, winding-up,
arrangement, reorganization, bankruptcy or liquidation of or in respect of any
Obligor, and no such event shall lessen, release or discharge the obligations of
any Guarantor under this Guarantee.

3.5  Acknowledgement of Continued Liability

     The Guarantors shall from time to time forthwith on the reasonable request
of the Guarantee Beneficiaries deliver to them suitable acknowledgements of its
continued liability hereunder in such form as counsel for the Guarantee
Beneficiaries may advise, and in the event of the failure of any Guarantor to do
so, such Guarantor hereby irrevocably appoints any Guarantee Beneficiary the
attorney and agent of such Guarantor to make, execute and deliver such written
acknowledgements or other instruments as may from time to time become necessary
or advisable to fully maintain and keep in force the liability of such Guarantor
hereunder.

3.6  Guarantors to Pay; Interest; Currency

     (a)  If any Obligor shall default in payment or performance of the
          Guaranteed Obligations or any part thereof strictly in accordance with
          the provisions of the Credit Agreement, any other Loan Document or any
          Lender Hedge Agreement (as applicable) as and when the same become
          due, payable or performable, then each Guarantor shall, so often as
          any such default happens, on demand by the Guarantee Beneficiaries,
          forthwith pay to the Guarantee Beneficiaries the amount of the
          Guaranteed Obligations then due and payable (including any accelerated
          obligations), and perform any obligations which the Obligor is then
          obligated to perform. The Guarantee Beneficiaries may enforce this
          Guarantee in accordance herewith notwithstanding the existence of any
          dispute between any Obligor and any Guarantee Beneficiary with respect
          to the existence of such payment or performance default.

     (b)  If the Guarantee Beneficiaries make demand upon a Guarantor as
          provided in this Section, such Guarantor shall thereupon be liable to
          the Guarantee Beneficiaries for the amount demanded directly, as
          principal, and not just as surety, and will not plead or assert to the
          contrary in any proceeding taken by the Guarantee Beneficiaries in
          enforcing this Guarantee.

     (c)  The Guarantors shall pay interest on those of the Guaranteed
          Obligations that are payment obligations for which demand shall have
          been made, computed from and after the date of demand until payment in
          full, at the rate or rates provided in the Credit Agreement, any other
          Loan Document or any Lender Hedge Agreement (as applicable) in respect
          of the obligation so demanded, calculated and compounded

                                      XI-4



          in the same manner, but without duplication of interest which is
          payable by the Guarantors where such interest forms part of the
          Guaranteed Obligations.

     (d)  All Guaranteed Obligations that are payment obligations shall be paid
          by the Guarantors in whichever currency or currencies in which they
          are denominated.

3.7  Statement of Obligations

     The statement in writing of the Guarantee Beneficiaries from time to time
of the indebtedness, obligations or liability of the Obligors to them shall be
prima facie evidence of the amount of the indebtedness, obligations or liability
forming the Guaranteed Obligations. Each Guarantor's right to question in any
way the Guarantee Beneficiaries' present or future method of dealing with the
Obligors, or with any Persons (other than such Guarantor) now or hereafter
liable to the Guarantee Beneficiaries for the Guaranteed Obligations or any part
thereof, is hereby waived. The Guarantors renounce all benefits of discussion
and division.

3.8  Not Bound to Exhaust Recourse

     The Guarantee Beneficiaries shall not be bound to exhaust their recourse
against any Obligor or to pursue any rights or remedies they may have against
any Obligor or any other Persons, or to make any demand on or present any note
to any Obligor or any other Person, or file any proof of claim in any
insolvency, administration, arrangement, winding-up, liquidation or bankruptcy
before demanding or being entitled to payment from any Guarantor hereunder.

3.9  Authority

     The Guarantee Beneficiaries shall not be concerned to see or enquire into
the powers of the Obligors or any of the directors, officers or agents of the
Obligors acting or purporting to act on their behalf, and all moneys, advances,
renewals and credits in fact borrowed or obtained in the professed exercise of
such powers shall be deemed to form part of the Guaranteed Obligations even if
irregularly, fraudulently, defectively or informally effected or in excess of
the powers of the Obligors or any of the directors, officers or agents thereof,
and notwithstanding any incapacity or disability of any thereof, and further
notwithstanding any actual or constructive notice of the powers (or the lack
thereof) of the Obligors or any of the directors, officers or agents thereof.

3.10 Reinstatement

     Where any discharge (whether in respect of the obligations of the Obligors,
any security for such obligations or otherwise) is made in whole or in part or
any arrangement is made on the faith of any payment, security or other
disposition which is finally determined to be avoided or must in accordance with
Applicable Law or any order or judgment be repaid on insolvency, bankruptcy,
administration, arrangement, liquidation or otherwise, the liability of the
Guarantors under this Guarantee shall continue as if there had been no such
discharge or arrangement. The Guarantee Beneficiaries shall be entitled to
concede or compromise any claim that any such payment, security or other
disposition is liable to avoidance or repayment.

                                      XI-5



3.11 Subrogation; No Competition with Guarantee Beneficiaries

     None of the Guarantors shall exercise any rights which it may have acquired
by way of subrogation, indemnity or contribution under this Guarantee (by virtue
of any payment being made by it hereunder, any liability to make payment
hereunder, or otherwise), or exercise any right of contribution against any
other guarantor (including any other Guarantor hereunder), unless and until all
Guaranteed Obligations have been finally paid and performed in full. If any
amount shall be paid (including through any exercise of set-off rights) to any
Guarantor arising out of or based upon such right of subrogation, indemnity,
contribution at a time when the Guaranteed Obligations have not been paid and
performed in full, such amount (in the case of a set-off, an amount equal to
such set-off in fact exercised by it) shall be deemed to have been paid to such
Guarantor for the benefit of, and held by such Guarantor in trust for, the
Guarantee Beneficiaries and shall forthwith be paid to the Guarantee
Beneficiaries to be credited and applied to the Guaranteed Obligations, whether
matured or unmatured.

3.12 Appropriation

     During the existence of an Event of Default (or prior to an Event of
Default if no appropriation is made by a Guarantor at the time of payment), the
Guarantee Beneficiaries shall be at liberty (without in any way prejudicing or
affecting their rights hereunder) to appropriate any payment made or monies
received to any portion of the Guaranteed Obligations whether then due or to
become due, and from time to time to revoke or alter any such appropriation, all
as the Guarantee Beneficiaries see fit.

3.13 Preservation of Rights

     Until all Guaranteed Obligations have been irrevocably and permanently paid
and discharged in full (whether by the Obligors, the Guarantors or otherwise),
after a claim has been made pursuant to this Guarantee which has not been paid
in full, the Guarantee Beneficiaries may:

     (a)  refrain from applying or enforcing any other security, monies or
          rights held or received by the Guarantee Beneficiaries, as the case
          may be, in respect of (or capable of being applied in respect of) such
          amounts or apply and enforce the same in such manner and order as the
          Guarantee Beneficiaries see fit (whether against such amounts or
          otherwise) and the Guarantors shall not be entitled to the benefit of
          the same; and

     (b)  hold in a suspense account (with the obligation to pay interest on the
          monies held therein at a reasonable rate available to it for deposits
          made by it in the same currency on like terms and in like amounts) any
          monies received from the Guarantors or on account of the Guarantors'
          liability under this Guarantee.

3.14 Set-Off

     In addition to any other rights any Guarantee Beneficiary may have under
law or in equity, if any amount shall at any time be due and owing by a
Guarantor to any Guarantee Beneficiary under this Guarantee, such Guarantee
Beneficiary is authorized at any time or from time to time, without notice (any
such notice being expressly waived), to set off and to appropriate and to apply
any and all deposits (general or special, including but not limited to

                                      XI-6



indebtedness evidence by certificates of deposit, whether matured or unmatured)
and any other indebtedness of such Guarantee Beneficiary owing to a Guarantor
and any other property of such Guarantor held by a Guarantee Beneficiary to or
for the credit or the account of such Guarantor against and on account of the
Guaranteed Obligations and liabilities of such Guarantor to any Guarantee
Beneficiary under this Guarantee.

                                    ARTICLE 4
                            OBLIGATIONS NOT RELEASED

4.1  Obligations Absolute

     The obligations of the Guarantors hereunder shall be absolute and
unconditional, and shall not be released, diminished, discharged or in any way
lessened, abated, impaired or reduced by:

     (a)  the Guarantee Beneficiaries agreeing to any renewal, extension,
          increased commitment, change, variation, alteration, restatement,
          waiver, modification, the partial release or partial discharge in or
          in respect of the Guaranteed Obligations or the Credit Agreement, any
          other Loan Document or any Lender Hedge Agreement (as applicable), or
          anything done, suffered or permitted by the Guarantee Beneficiaries in
          relation to the Guaranteed Obligations or the Credit Agreement, any
          other Loan Document or any Lender Hedge Agreement (as applicable),
          including any amendment or change in the manner, time, place or
          calculation of payment of the Guaranteed Obligations (including
          increases or decreases in principal, interest rates, fees or other
          obligations);

     (b)  time or any indulgence being given to any Obligor or any other Person
          by the Guarantee Beneficiaries;

     (c)  the merging of the Credit Agreement, any other Loan Document or any
          Lender Hedge Agreement (as applicable) or the Guaranteed Obligations
          or other obligations of the Obligors in, or any alteration thereof by
          virtue of, any subsequent agreement or amending agreement;

     (d)  the Guarantee Beneficiaries agreeing to (i) any compromise, partial
          discharge, settlement, proposal, subordination, offer of performance
          or substitution for or affecting any Guaranteed Obligation or any
          agreement relating thereto, or (ii) any arrangement or plan of
          reorganization affecting any Obligor or any other guarantor (including
          any other Guarantor hereunder);

     (e)  the Guarantee Beneficiaries agreeing to (i) the release, exchange,
          compromise, subordination, substitution or modification of any other
          guarantee or any other guarantor (including any other Guarantor
          hereunder) or any other Person liable directly or as surety or
          otherwise for the Guaranteed Obligations or any part thereof, or (ii)
          the addition of any guarantor, endorser or surety;

     (f)  the Guarantee Beneficiaries taking, failing or omitting to take, or
          refraining from taking, any action to enforce the Credit Agreement,
          any other Loan Document or any Lender Hedge Agreement (as applicable)
          or any rights or remedies thereunder, or proving the claim or part of
          the claim of the Guarantee

                                      XI-7



          Beneficiaries in any liquidation, bankruptcy, winding-up, compromise,
          arrangement or other proceeding relating to any Obligor or any other
          Person;

     (g)  the lack of validity, enforceability, provability or collectibility
          (in whole or in part) for any reason of, or any informality, defect or
          irregularity in or omission from, the Guaranteed Obligations or the
          Credit Agreement, any other Loan Document or any Lender Hedge
          Agreement (as applicable) or any impossibility, impracticability,
          frustration, illegality, fraud, forgery, force majeure, act of
          government or change in Applicable Laws, or the loans or advances
          constituting the Guaranteed Obligations having been made in excess of
          the power of the Guarantee Beneficiaries or any of them or in
          contravention of any of their governing statutes or constating
          documents;

     (h)  any common law or statutory bar on enforcement of the whole or any
          part of the Guaranteed Obligations or the Credit Agreement, any other
          Loan Document or any Lender Hedge Agreement (as applicable);

     (i)  any marshalling of assets and liabilities;

     (j)  any notice by a Guarantor purporting in any way to limit its liability
          hereunder in respect of any Guaranteed Obligations, whether arising
          prior or subsequent to such notice;

     (k)  any failure or lack of diligence on the part of the Guarantee
          Beneficiaries to examine, inspect, investigate, monitor or take any
          other steps in connection with the Obligors' obligations under the
          Credit Agreement, any other Loan Document or any Lender Hedge
          Agreement (as applicable), including in respect of environmental
          matters;

     (l)  any limitation on the amount guaranteed by any other guarantor of the
          Guaranteed Obligations; or

     (m)  any other event, circumstance, occurrence or contingency which might
          otherwise constitute a legal or equitable defence available to, or
          discharge of, any Obligor or any other guarantor (including any other
          Guarantor hereunder) of or in respect of the Guaranteed Obligations
          (except for the permanent payment in full of the Guaranteed
          Obligations);

in each case regardless of how substantial, fundamental or material such event
or circumstance mentioned above may be, or however prejudicial it may be to the
Guarantors (or any one of them), and without any requirement for notice to the
Guarantors of any of such event or circumstance; but the obligations of the
Guarantors hereunder shall be released and discharged upon permanent payment in
full of all Guaranteed Obligations.

4.2  Security from the Obligors

     (a)  Without limiting the generality of Section 4.1, the Guarantee
          Beneficiaries shall be at liberty (without exonerating in whole or in
          part the Guarantors, without in any way affecting the validity or
          enforceability of this Guarantee and without prejudicing or affecting
          the Guarantee Beneficiaries' rights hereunder) from time

                                      XI-8



          to time to hold and receive such security for this Guarantee or the
          Guaranteed Obligations (or any part thereof) as they may deem proper,
          and may give up, vary, exchange, release, surrender, discharge, waive,
          postpone, subordinate, compromise, abandon or otherwise deal with or
          fail to deal with such security or any part thereof or property
          covered thereby or allow the Obligors or others to deal with the
          property covered thereby, all as the Guarantee Beneficiaries may
          consider expedient or appropriate (with or without consultation).

     (b)  The Guarantee Beneficiaries may (without exonerating in whole or in
          part the Guarantors, without in any way affecting the validity or
          enforceability of this Guarantee and without prejudicing or affecting
          the Guarantee Beneficiaries' rights hereunder) abstain from perfecting
          or registering, or from continuing any such perfection or registration
          of, or from taking advantage of, any security or the provisions of any
          Applicable Laws relating thereto.

     (c)  The Guarantee Beneficiaries may (without exonerating in whole or in
          part the Guarantors, without in any way affecting the validity or
          enforceability of this Guarantee and without prejudicing or affecting
          the Guarantee Beneficiaries' rights hereunder), when, and in such
          manner, as the Guarantee Beneficiaries deem expedient, enforce,
          realize or refrain from realizing upon any security, apply any
          security now or hereafter held by or for the benefit of any Guarantee
          Beneficiaries in respect of this Guarantee or the Guaranteed
          Obligations and direct the order or manner of sale thereof, or
          exercise any other right or remedy that the Guarantee Beneficiaries,
          or any of them, may have against any such security, as such Guarantee
          Beneficiaries in their discretion may determine consistent with the
          Credit Agreement, any Loan Document, any Lender Hedge Agreement or any
          applicable security agreement, including foreclosure on any such
          security pursuant to one or more judicial or nonjudicial sales,
          whether or not every aspect of any such sale is commercially
          reasonable. To the extent permitted by law, each of the Guarantors
          waives any right it may have to receive notice of any actions or
          proceedings taken in respect thereof.

     (d)  None of (i) any loss of or in respect of any security or the property
          covered thereby, whether occasioned by the fault, omission,
          carelessness, negligence or recklessness of the Guarantee
          Beneficiaries or otherwise (including improvident or improper
          handling, collection or realization thereof or thereunder), (ii) the
          failure by the Guarantee Beneficiaries, in whole or in part, to put or
          keep themselves in a position to deliver the security or any of it to
          any Guarantor on payment of the Guaranteed Obligations, or (iii) any
          release, modification or waiver of, or failure, omission, delay,
          neglect, refusal or lack of diligence to enforce, any right, benefit,
          privilege or interest under any contract or agreement under which the
          rights of any Obligor have been collaterally or absolutely assigned or
          in which a security interest has been granted, shall in any way limit,
          lessen or release or otherwise abate the liability of the Guarantors
          hereunder.

4.3  Dealing with the Obligors

     It is the intent of the Guarantors and the Guarantee Beneficiaries that the
Guarantee Beneficiaries may discontinue, reduce, increase or otherwise vary the
credit of the Obligors and

                                      XI-9



otherwise deal, in the broadest sense of that word, with the Obligors and
others, including any other guarantor, as the Guarantee Beneficiaries may see
fit, all without prejudice to or in any way limiting or lessening the
Guarantors' liability hereunder and without necessity for obtaining the consent
of or giving notice to any Guarantor.

4.4  Notices not Required

     Except to the extent required to enforce the rights of the Guarantee
Beneficiaries under Section 3.6 hereof, no Guarantee Beneficiary nor any other
Person shall have any duty or obligation to notify, or timely notify, the
Guarantors of (i) any default, event of default or similar event (however
denominated) under the Credit Agreement, any other Loan Document or any Lender
Hedge Agreement (as applicable), any renewal, extension, supplement,
modification, rearrangement, amendment, restatement, replacement, cancellation,
rescission, revocation or reinstatement (whether or not material), (ii) any
release or exchange of any security, (iii) any action taken or not taken by any
Guarantee Beneficiary or any other Person against the Obligors or any other
Person, (iv) any new agreement between any Guarantee Beneficiary, any Obligor or
any other Person, or (v) any other event or circumstance whatsoever.

                                    ARTICLE 5
                          REPRESENTATIONS AND COVENANTS

5.1  Representations

     (a)  Each of the Guarantors represents and warrants that: (i) it has
          determined that its liability and obligation under this Guarantee may
          reasonably be expected to substantially benefit such Guarantor
          directly, and such Guarantor's Board of Directors has made that
          determination, (ii) the Borrower and such Guarantor are mutually
          dependent on each other in the conduct of their respective businesses
          and are and do business together as an integrated business enterprise,
          (iii) the maintenance and improvement of the Borrower's financial
          condition is vital to sustaining the business of such Guarantor and
          the transactions supported and secured by this Guarantee and the
          security therefor produce distinct and identifiable financial and
          economic direct benefits to such Guarantor; (iv) such Guarantor has
          had full and complete access to the underlying papers relating to the
          Guaranteed Obligations and all other papers executed by any other
          Person in connection with the Guaranteed Obligations; (v) such
          Guarantor is fully informed of all circumstances which bear upon the
          risks of executing this Guarantee which a diligent inquiry would
          reveal; and (vi) such Guarantor has adequate means to obtain from the
          Borrower, on a continuing basis, information concerning the Borrower's
          financial condition, and is not depending on any Guarantee Beneficiary
          to provide such information, now or in the future.

     (b)  Each of the Guarantors further represents and warrants to the
          Guarantee Beneficiaries that those representations and warranties
          applicable to such Guarantor and set forth in Section 7 of the Credit
          Agreement and in the Loan Documents to which it is a party will be
          true, correct and complete in all material respects as of the Closing
          Date (or on such earlier date as specified in the Credit Agreement),
          and such Guarantor agrees that such representations and warranties

                                     XI-10



          shall survive the execution and delivery of this Guarantee in the
          manner described in Section 7.18 of the Credit Agreement.

     (c)  Each of the Guarantors agrees that no Guarantee Beneficiary shall have
          any obligation to advise or notify it or to provide it with any data
          or information. Each of the Guarantors acknowledges receipt of a copy
          of all Loan Documents (or recent versions thereof) and understands the
          obligations of the Borrower thereunder.

5.2  Covenant

     Each of the Guarantors covenants with the Guarantee Beneficiaries that it
shall:

     (a)  comply with and be bound by each covenant in the Credit Agreement and
          the other Loan Documents that is applicable to such Guarantor;

     (b)  take all such action as may be reasonably necessary or appropriate in
          order to cause and permit compliance by the Borrower with the terms
          and provisions of the Credit Agreement and the other Loan Documents;
          and

     (c)  not take any reasonable action or fail to take any reasonable action
          which would result in the Borrower being in breach of any term or
          provision of the Credit Agreement or any other Loan Document.

                                    ARTICLE 6
                                WITHHOLDING TAXES

6.1  Payment Net of Withholding Taxes

     The Guarantors shall make all payments required hereunder, whether by way
of principal, interest or otherwise, without regard to any defence, counterclaim
or right of set-off available to the Guarantors and without withholding any
Taxes (for the purposes of this clause, "Taxes" shall not include Taxes on a
Guarantee Beneficiary's overall income, and franchise taxes). If any Guarantor
is required by Applicable Law to deduct any withholding Taxes from or in respect
of any amounts payable under this Guarantee (i) the amounts payable by such
Guarantor hereunder will be increased by the amount necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 6.1), the Guarantee Beneficiaries will receive
an amount equal to the sum they would have received had no such deductions been
made, (ii) such Guarantor will make such deductions, and (iii) such Guarantor
will pay the full amount deducted to the relevant taxing authority or other
Governmental Authority in accordance with Applicable Law. Notwithstanding the
foregoing, unless a Person becomes a Guarantee Beneficiary as a result of an
assignment of Loans at a time when an Event of Default has occurred and is
continuing, the Guarantors shall have no obligation to gross-up for Taxes
withheld or paid solely because such Guarantee Beneficiary is a non-resident of
Canada within the meaning of the Income Tax Act, unless the Guarantors otherwise
agree in writing to do so.

                                     XI-11



                                    ARTICLE 7
                             EXPENSES AND INDEMNITY

7.1  Expenses

     The Guarantors shall pay to the Guarantee Beneficiaries all reasonable
out-of-pocket costs and expenses incurred by the Guarantee Beneficiaries from
time to time in the documentation, preparation, negotiation, printing,
execution, registration, delivery, enforcement, realization and collection of or
in respect of this Guarantee, including the reasonable fees of legal counsel for
the Guarantee Beneficiaries on a solicitor and his own client basis. All such
amounts shall be payable by the Guarantors on demand, shall bear interest at 2%
over the Prime Rate, calculated from the date incurred by the Guarantee
Beneficiaries to the date paid by the Guarantors, but without duplication of
interest which is payable by the Guarantors where such interest forms part of
the Guaranteed Obligations.

7.2  Indemnity

     The Guarantors shall indemnify the Guarantee Beneficiaries and hold them
harmless against all losses, costs, expenses, liabilities, actions, suits,
claims or damages of any and every kind incurred by the Guarantee Beneficiaries,
up to the amount of the Guaranteed Obligations, as a result of:

     (a)  a default by any Guarantor in the payment of any Guaranteed
          Obligations, and

     (b)  the failure by any Guarantor to comply with any of its covenants or
          other obligations hereunder.

     Without limiting the generality of the foregoing, this indemnity shall
extend to:

          (i)  reasonable legal fees on a solicitor and his own client basis,
               including the costs of defending and/or counterclaiming or
               claiming over against third parties in respect of any action or
               matter, and

          (ii) any amounts payable arising out of a settlement of any action
               entered into between the Guarantee Beneficiaries or any of them
               and any other Person with or without the consent of the
               Guarantors.

     A certificate of the Guarantee Beneficiaries as to the amount of any such
loss or expense shall be prima facie proof of the amount thereof. The amount
required to be paid by the Guarantors hereunder shall be payable by the
Guarantor on demand, shall bear interest at 2% over the Prime Rate calculated
from the date any indemnified outlay is made by the Guarantee Beneficiaries
hereunder to the date paid by the Guarantors, but without duplication of
interest which is payable by the Guarantors where such interest forms part of
the Guaranteed Obligations. The provisions of and undertakings and
indemnification set out in this Section shall survive the payment and
satisfaction of the Guaranteed Obligations.

                                     XI-12



                                    ARTICLE 8
                                    SECURITY

8.1  Security

     The obligations of the Guarantors hereunder shall be secured in the manner
provided in Section 5 of the Credit Agreement and, in respect of the Guarantors
and the Collateral granted or to be granted by the Guarantors as provided
therein and herein, the provisions of such Section 5 are incorporated herein,
with necessary changes, to the same extent as if repeated herein.

                                    ARTICLE 9
                                     GENERAL

9.1  Notice

     Any notice, communication or demand to be made or given hereunder shall be
in writing and may be made or given by personal delivery or by facsimile or
other electronic means of communication addressed as follows:

To a Guarantor:

     At the following address (or at any other address indicated in a
     Guarantor's Joinder Agreement or other notice in writing):

     Acheson Industrial Park #2
     53016 - Highway 60
     Spruce Grove, Alberta  T7X 3G7

     Attention: President
     Facsimile: (780) 960-7103

To the Guarantee Beneficiaries:

     Royal Bank of Canada, as Administrative Agent
     P.O. Box 50, 200 Bay Street
     Royal Bank Plaza
     12th Floor, South Tower
     Toronto, Ontario  M5J 2W7

     Attention: Manager Agency
     Facsimile: (416) 842-4023

or to such other address or facsimile number as any party may from time to time
notify the other in accordance with this Section. Any notice, communication or
demand made or given by personal delivery during usual business hours at the
place of receipt on a banking day shall be deemed to have been given on the day
of actual delivery thereof. Any notice, communication or demand made or given by
personal delivery after usual business hours on a banking day or by facsimile or
other electronic means of communication shall be deemed to have been given, on
the first banking day following the transmittal thereof.

                                     XI-13



9.2  Governing Law and Jurisdiction

     (a)  THIS GUARANTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
          THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
          PROVINCE OF ALBERTA AND THE LAW OF CANADA APPLICABLE THEREIN.

     (b)  Each of the Guarantors agrees that the courts of Alberta shall have
          jurisdiction to hear and determine any suit, action or proceeding and
          to settle any disputes which may arise out of or in connection with
          the aforesaid documents and it irrevocably submits to the
          non-exclusive jurisdiction of such courts, without prejudice to the
          rights of any Guarantee Beneficiary to take proceedings in any other
          jurisdictions, whether concurrently or not.

     (c)  Each of the Guarantors agrees that final judgment in any such suit,
          action or proceeding brought in such courts shall be conclusive and
          binding upon it and may be enforced against it in the courts of Canada
          (or any other courts to the jurisdiction of which it or its property
          is subject) by a suit upon such judgment, provided that it does not
          waive any right to appeal any such judgment, to seek any stay or
          otherwise to seek reconsideration or review of any such judgment.

9.3  Payment on Stay

     If:

     (a)  any Obligor or any Guarantor is prevented from making payment of any
          of the Guaranteed Obligations when it would otherwise be required to
          do so; or

     (b)  the Guarantee Beneficiaries are prevented from demanding payment of
          the Guaranteed Obligations;

in each case because of a stay or other judicial proceeding or any other legal
impediment, all Guaranteed Obligations or other amounts otherwise subject to
demand, acceleration or payment shall nevertheless be payable by the Guarantors
as provided for hereunder.

9.4  Judgment Currency

     If, for the purposes of obtaining or enforcing judgment against any
Guarantor in any court, or for any other related purpose hereunder, it is
necessary to convert an amount due under this Guarantee in the currency in which
it is due (the "Original Currency") into another currency (the "Second
Currency"), the rate of exchange applicable shall be the daily noon day rate
quoted by the Bank of Canada on the relevant date to purchase the Original
Currency with the Second Currency and includes any premium and costs of exchange
payable in connection with such purchase. Each of the Guarantors agrees that its
obligation in respect of any Original Currency due from it shall,
notwithstanding any judgment or payment in the Second Currency, be discharged
only to the extent that on the Business Day following the receipt of any sum so
paid or adjudged to be due hereunder in the Second Currency the payee may
purchase in the market the Original Currency with the amount of the Second
Currency so paid or so adjudicated to be due; and if the amount of the Original
Currency so purchased is less than the amount originally due in the Original
Currency, such Guarantor agrees that the deficiency shall be a

                                     XI-14



separate obligation of it, independent from its obligations under this
Guarantee, and shall constitute in favour of the Guarantee Beneficiaries a cause
of action which shall continue in full force and effect notwithstanding any such
judgment or order to the contrary, and such Guarantor agrees, notwithstanding
any such payment or judgment, to indemnify the Guarantee Beneficiaries against
any such loss or deficiency.

9.5  Prohibited Rate

     In no event shall any interest or fee to be paid hereunder exceed the
maximum rate permitted by Applicable Law. In the event any such interest rate or
fee exceeds such maximum rate, such rate shall be adjusted downward to the
highest rate (expressed as a percentage per annum) or fee that the parties could
validly have agreed to by contract on the date hereof under Applicable Law. It
is further agreed that any excess actually received by a Guarantee Beneficiary
shall be credited against the Guaranteed Obligations.

9.6  Assignment

     (a)  The Guarantee Beneficiaries may assign, or grant participation in,
          this Guarantee (in whole or in part) to any Person to whom they are
          entitled to assign any Guaranteed Obligations under the Credit
          Agreement, any other Loan Document or any Lender Hedge Agreement (as
          applicable).

     (b)  Except as permitted by the Credit Agreement, none of the Guarantors
          shall assign its rights or obligations hereunder without the prior
          written consent of the Guarantee Beneficiaries.

     (c)  Subject to paragraphs (a) and (b), this Guarantee shall enure to the
          benefit of and be binding upon the Guarantors, the Guarantee
          Beneficiaries, and their respective successors and assigns.

9.7  Severability

     Any provision of this Guarantee which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

9.8  Whole Agreement

     This Guarantee constitutes the whole and entire agreement between the
parties hereto and cancels and supersedes any prior agreements, undertakings,
declarations, commitments and representations, written or oral, in respect
thereof.

9.9  Amendments, Waivers and Consents

     This Guarantee may only be amended by an agreement in writing between the
Guarantors and the Guarantee Beneficiaries, and provisions hereof may be waived
or matters consented to by the Guarantee Beneficiaries only if the Guarantee
Beneficiaries so agree in writing. Any waiver or consent by the Guarantee
Beneficiaries under any provision of this Guarantee may be

                                     XI-15



given subject to any conditions thought fit by the Guarantee Beneficiaries. Any
waiver or consent shall be effective only in the specific instance and for the
purpose for which it is given.

9.10 Further Assurances

     (a)  Each party shall promptly cure any defect by it in the execution and
          delivery of this Guarantee.

     (b)  Each of the Guarantors, at its expense, shall promptly execute and
          deliver to the Guarantee Beneficiaries, upon request by the Guarantee
          Beneficiaries in writing, all such other and further documents,
          agreements, legal opinions, certificates and instruments in order to
          give effect to the covenants and agreements of such Guarantor in this
          Guarantee, and shall make any recording, file any notice or obtain any
          consent in connection therewith, all as may be reasonably necessary or
          appropriate.

9.11 Time of the Essence

     Time shall be of the essence of this Guarantee.

9.12 Counterparts

     This Guarantee may be executed in any number of counterparts, and by
facsimile, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same instrument. It
shall not be necessary in making proof of this Guarantee to produce or account
for more than one full set counterparts.

9.13 Separate Action

     In case of default hereunder, the Guarantee Beneficiaries may maintain an
action or separate successive actions upon this Guarantee against the Guarantors
(or any of them) whether or not any Obligor is joined therein or a separate
action is brought against any Obligor or any other guarantor (including any
other Guarantor hereunder) or any judgment obtained against any of them. The
Guarantee Beneficiaries' rights shall not be exhausted by the exercise of any of
the Guarantee Beneficiaries' rights hereunder or otherwise against any Guarantor
or by any number of successive actions until and unless all Guaranteed
Obligations have been fully paid and performed, and each of the Guarantors'
obligations hereunder has been fully performed.

9.14 Waiver and Acknowledgement

     (a)  To the extent permitted by Applicable Law, each of the Guarantors
          hereby expressly waives:

          (i)  notice of acceptance of this Guarantee;

          (ii) notice of the existence or creation of all or any of the
               Guaranteed Obligations;

          (iii) any right to require marshalling of assets and liabilities;

                                     XI-16



          (iv) presentment, notice of dishonour, protest, and all other notices
               whatsoever; and

          (v)  all diligence in collection or protection of or realization upon
               the Guaranteed Obligations or any thereof, any obligation
               hereunder.

     (b)  Each of the Guarantors acknowledges the terms of the Credit Agreement
          and the other Loan Documents and consents to and approves the same.

     (c)  Each of the Guarantors hereby acknowledges receipt of a true copy of
          this Guarantee.

9.15 Amalgamation of Certain Subsidiaries

     Each of NACG Acquisition Inc. and North American Construction Group Inc.
(the "Amalgamating Corporations") acknowledge and agree that (a) forthwith upon
consummation of the Acquisition and following execution of this Guarantee, the
Amalgamating Corporations will amalgamate, with the continuing corporation being
North American Construction Group Inc. ("Amalco"), and (b) immediately upon the
issuance of the Certificate of Amalgamation by Industry Canada, the obligations
of each of the Amalgamating Corporations under this Guarantee shall continue as
obligations of Amalco, Amalco shall be a Guarantor hereunder and a party hereto
for all purposes and this Guarantee shall remain in full force and effect.

     IN WITNESS WHEREOF the undersigned have executed this Guarantee.

                                   NACG ACQUISITION INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN CONSTRUCTION GROUP INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN CONSTRUCTION LTD.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN CAISSON LTD.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                     XI-17



                                   NORTH AMERICAN ENGINEERING INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN ENTERPRISES LTD.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN INDUSTRIES INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN MAINTENANCE LTD.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN MINING INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN PIPELINE INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN ROAD INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN SERVICES INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                     XI-18



                                   GRIFFITHS PILE DRIVING INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN SITE DEVELOPMENT LTD.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NORTH AMERICAN SITE SERVICES INC.


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   NACG FINANCE LLC


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   ROYAL BANK OF CANADA, as Administrative Agent


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                     XI-19



                                   SCHEDULE A
                           TO THE SUBSIDIARY GUARANTEE

                            FORM OF JOINDER AGREEMENT

                                JOINDER AGREEMENT

     This Joinder Agreement, dated as of                    , 200  , is between
                                         --------------- ---     --
[NAME OF NEW SUBSIDIARY GUARANTOR], a [corporation] under the laws of
             (the "New Guarantor") in favour of the Guarantee Beneficiaries.
- ------------

The parties agree as follows:

1. Reference to the Credit Agreement; Definitions. Reference is made to (a) the
Credit Agreement dated as of November 26, 2003 among the Borrower, Royal Bank of
Canada, as administrative agent, the other agents and the persons party thereto
as lenders (as amended, modified, supplemented or restated from time to time,
the "Credit Agreement"), and (b) the Guarantee dated November 26, 2003 made
among NACG Acquisition Inc., North American Construction Group Inc., North
American Construction Ltd., North American Caisson Ltd., North American
Engineering Ltd., North American Enterprises Ltd., North American Industries
Inc., North American Maintenance Inc., North American Mining Inc., North
American Pipeline Inc., North American Road Inc., North American Services Inc.,
Griffiths Pile Driving Inc., North American Site Development Ltd., North
American Site Services Inc., NACG Finance LLC and the Guarantee Beneficiaries
(together with each other Subsidiary Guarantor who has become a party thereto)
in favour of the Guarantee Beneficiaries (as amended, modified, supplemented or
restated from time to time, the "Guarantee"). Capitalized words and phrases used
in this Joinder Agreement and in the preamble hereto without express definition
herein shall, unless something in the subject matter or context is inconsistent
therewith, have the same defined meanings as are ascribed to such words and
phrases in the Guarantee.

2. Joinder. Effective as of                   ,      the ("Joinder Date") and
                            ------------------ -----
pursuant to Section 8.9 of the Credit Agreement, the New Guarantor joins in and
becomes party (as fully as if the New Guarantor had been an original signatory
thereto) to the Guarantee as a Guarantor thereunder for all purposes thereof.

3. Representations and Warranties. The New Guarantor represents and warrants
that the representations and warranties contained in Article 5 of the Guarantee
are true and correct with respect to the New Guarantor as if fully set forth
herein and originally made as of the date hereof.

4. Conditions. The effectiveness of the joinder in Section 2 above shall be
subject to the satisfaction of the following conditions on or prior to the
Joinder Date.

     4.1  Proper Proceedings. This Joinder Agreement shall have been authorized
          by all necessary corporate or other proceedings. All necessary
          consents, approvals and authorizations of any governmental or
          administrative agency or any other person of any of the transactions
          contemplated hereby shall have been obtained and shall be in full
          force and effect.

                                     XI-20



     4.2  General. All legal and corporate proceedings in connection with the
          transactions contemplated by this Joinder Agreement shall be
          satisfactory in form and substance to the Administrative Agent, acting
          reasonably, and the Administrative Agent shall have received copies of
          all documents as required pursuant to Section 8.9 of the Credit
          Agreement.

5. Further Assurances. The New Guarantor will, upon the request of the
Administrative Agent from time to time, execute, acknowledge and deliver, and
file and record, all such instruments, and take all such action, as the
Administrative Agent may reasonably request to carry out the intent and purpose
of this Joinder Agreement and the Guarantee.

6. Notices. Any notice or other communication to the New Guarantor in connection
with this Joinder Agreement and the Guarantee shall be deemed to be delivered if
in writing and addressed as follows:

          [insert name and address]

          Attention:
          Facsimile:

7. General. This Joinder Agreement and the Guarantee constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior and current understandings and agreements,
whether written or oral. Except to the extent specifically supplemented hereby,
the provisions of the Guarantee shall remain unmodified. The Guarantee, as
supplemented hereby, is confirmed as being in full force and effect. This
Joinder Agreement may be executed in any number of counterparts, which together
shall constitute one instrument, and shall bind and inure to the benefit of the
parties hereto, the Guarantee Beneficiaries and their respective successors and
assigns. This Joinder Agreement shall be governed by and construed in accordance
with the laws in effect in the Province of Alberta.

     Each of the parties has executed this Joinder Agreement as of the date
first written above.

                                   [NAME OF NEW GUARANTOR]


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                     XI-21



                                   ROYAL BANK OF CANADA, as Administrative Agent


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                     XI-22



                                   EXHIBIT XII
                               TO CREDIT AGREEMENT

                           FORM OF HOLDINGS GUARANTEE

                                    GUARANTEE

     THIS GUARANTEE is made as of November 26, 2003 between NACG PREFERRED
CORP., a corporation under the laws of Canada (the "Guarantor"), and the
Guarantee Beneficiaries.

Recitals

1.   The Guarantee Beneficiaries have agreed to enter into the Credit Agreement
     with North American Energy Partners Inc. (the "Borrower") on the condition
     that the Guarantor provide this Guarantee; and

2.   The Guarantor will derive significant benefit from the extension of credit
     by the Guarantee Beneficiaries to Borrower;

NOW THEREFORE the parties agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this Guarantee, unless something in the subject matter or context is
inconsistent therewith:

     "Credit Agreement" means the Credit Agreement dated November 26, 2003 among
     the Borrower, Royal Bank of Canada, as administrative agent, and the other
     agents and the Persons party thereto as lenders, as amended, modified,
     supplemented or restated from time to time.

     "Guarantee Beneficiaries" means the Lenders, the Swap Lenders, and Royal
     Bank of Canada, for itself and as agent for and on behalf of the Lenders
     and the Swap Lenders from time to time.

     "Guaranteed Obligations" means, collectively and at any time and from time
     to time, all Obligations and the Secured Swap Obligations (present or
     future, absolute or contingent, matured or not), whether the same are from
     time to time reduced and thereafter increased or entirely extinguished and
     thereafter incurred again.

     "Securities Pledge Agreement" means the Securities Pledge Agreement dated
     as of November 26, 2003 among the Guarantor, as pledgor, Royal Bank of
     Canada, as agent, and the Borrower.

                                      XII-1



     "Obligors" means (i) the Borrower and (ii) each of the Subsidiary
     Guarantors that is party to a Lender Hedge Agreement from time to time, and
     "Obligor" means any one of them.

     Capitalized words and phrases used in this Guarantee and the recitals and
preamble hereto without express definition herein shall, unless something in the
subject matter or context is inconsistent therewith, have the same defined
meanings as are ascribed to such words and phrases in the Credit Agreement. For
certainty, if the Credit Agreement ceases to be in force for any reason
whatsoever, then for all purposes hereof the aforementioned capitalized words
and phrases shall continue to have the same defined meanings set forth in the
Credit Agreement as if such agreement remained in force in the form immediately
prior to its ceasing to be in force.

1.2  Headings and Guarantee References

     (a)  The division of this Guarantee into Articles and Sections, and the
          insertion of headings is for convenience of reference only and shall
          not affect the construction or interpretation of this Guarantee.

     (b)  The terms "this Guarantee", "hereof", "hereunder" and similar
          expressions refer to this Guarantee and not to any particular Article,
          Section or other portion hereof, and include any amendments hereto.
          Unless otherwise stated, references herein to Articles and Sections
          are to Articles and Sections of this Guarantee.

                                    ARTICLE 2
                            NO COLLATERAL AGREEMENTS

2.1  Acknowledgement

     Subject to Section 9.15, the Guarantor confirms that its obligations under
this Guarantee are not subject to any promise or condition affecting or limiting
its liability, and no statement, representation, collateral agreement or promise
on the part of the Guarantee Beneficiaries or any officer, employee or agent
thereof forms any part of this Guarantee or has induced the making thereof or
shall be deemed in any way to affect the Guarantor's liability hereunder, unless
expressly set out herein. It is the parties' intent that all conditions and
limitations relating to this Guarantee be expressly set out herein, failing
which the Guarantor expressly waives reliance thereon as a defence to or
limitation of its obligations hereunder.

                                    ARTICLE 3
                                    GUARANTEE

3.1  Guarantee

     Subject to Section 9.15, the Guarantor hereby absolutely, unconditionally
and irrevocably guarantees to the Guarantee Beneficiaries the due and punctual
payment, discharge and full performance of all Guaranteed Obligations. The
Guarantor covenants that the Guaranteed Obligations will be fully and punctually
paid and performed strictly in accordance with the terms of the Credit
Agreement, any other Loan Document or any Lender Hedge Agreement (as
applicable), whether the same become due on maturity, by mandatory prepayment,
by demand, acceleration or otherwise. The Guarantor hereby indemnifies the
Guarantee Beneficiaries on demand against any loss or liability suffered by them
as a result of any Guaranteed Obligation

                                     XII-2



being or becoming unenforceable, invalid or illegal up to the amount of the
Guaranteed Obligations.

3.2  Continuing Guarantee

     Subject to Section 9.15, this Guarantee shall be a continuing guarantee,
shall cover and secure any ultimate balance owing to the Guarantee Beneficiaries
hereunder, and shall be operative and binding notwithstanding that at any time
or times the Guaranteed Obligations may equal zero or that any payments from
time to time may be made to the Guarantee Beneficiaries or any settlements of
account effected or any other thing whatsoever done, suffered or permitted, or
any other action short of actual and final payment to the Guarantee
Beneficiaries of all Guaranteed Obligations. In furtherance of the foregoing and
without limiting the generality thereof, the Guarantor agrees that: (a) this
Guarantee is a guarantee of payment when due and not collectibility; (b) the
obligations of the Guarantor hereunder are independent of the obligations of the
Obligors under the Loan Documents and the Lender Hedge Agreements and the
obligations of any other guarantor; and (c) a payment of a portion, but not all,
of the Guaranteed Obligations by one or more guarantors shall in no way limit,
affect, modify or abridge the liability of any other guarantor (including the
Guarantor hereunder) for any portion of the Guaranteed Obligations that has not
been paid.

3.3  Other Guarantors

     This Guarantee shall be operative and binding regardless of whether or not
any proposed guarantor or any other Persons have executed or shall execute this
Guarantee or is or are or shall become in any other way responsible to the
Guarantee Beneficiaries for or in respect of the Guaranteed Obligations or any
part thereof, and regardless of whether or not any other Persons now or
hereafter liable to the Guarantee Beneficiaries for the Guaranteed Obligations
or any part thereof (whether under this Guarantee or otherwise) shall cease to
be so liable.

3.4  Borrower's Identity

     This Guarantee is to extend to the Persons for the time being and from time
to time carrying on the business now carried on by the Obligors notwithstanding
any change or changes in the name, business, powers, objects, membership,
directors, partners, shareholders, directorate, organization or management of
any Obligor, and notwithstanding any reorganization of any Obligor or the merger
or amalgamation of any Obligor with another or others (including with the
Guarantor, in which case the obligations of the Guarantor hereunder shall be
direct), or the sale or disposal of any of an Obligor's business in whole or in
part to another or others, or the surrender, forfeiture or termination of its
articles or charter, or the receivership, dissolution, insolvency, winding-up,
arrangement, reorganization, bankruptcy or liquidation of or in respect of any
Obligor, and no such event shall lessen, release or discharge the obligations of
the Guarantor under this Guarantee.

3.5  Acknowledgement of Continued Liability

     The Guarantor shall from time to time forthwith on the reasonable request
of the Guarantee Beneficiaries deliver to them suitable acknowledgements of its
continued liability hereunder in such form as counsel for the Guarantee
Beneficiaries may advise, and in the event of the failure of the Guarantor to do
so, it hereby irrevocably appoints any Guarantee Beneficiary the attorney and
agent of the Guarantor to make, execute and deliver such written

                                     XII-3



acknowledgements or other instruments as may from time to time become necessary
or advisable to fully maintain and keep in force the liability of the Guarantor
hereunder.

3.6  Guarantor to Pay; Interest; Currency

     (a)  If any Obligor shall default in payment or performance of the
          Guaranteed Obligations or any part thereof strictly in accordance with
          the provisions of the Credit Agreement, any other Loan Document or any
          Lender Hedge Agreement (as applicable) as and when the same become
          due, payable or performable, then the Guarantor shall, so often as any
          such default happens, on demand by the Guarantee Beneficiaries,
          forthwith pay to the Guarantee Beneficiaries the amount of the
          Guaranteed Obligations then due and payable (including any accelerated
          obligations), and perform any obligations which the Obligor is then
          obligated to perform. The Guarantee Beneficiaries may enforce this
          Guarantee in accordance herewith notwithstanding the existence of any
          dispute between any Obligor and any Guarantee Beneficiary with respect
          to the existence of such payment or performance default.

     (b)  If the Guarantee Beneficiaries make demand upon the Guarantor as
          provided in this Section, the Guarantor shall thereupon be liable to
          the Guarantee Beneficiaries for the amount demanded directly, as
          principal, and not just as surety, and will not plead or assert to the
          contrary in any proceeding taken by the Guarantee Beneficiaries in
          enforcing this Guarantee.

     (c)  The Guarantor shall pay interest on those of the Guaranteed
          Obligations that are payment obligations for which demand shall have
          been made, computed from and after the date of demand until payment in
          full, at the rate or rates provided in the Credit Agreement, any other
          Loan Document or any Lender Hedge Agreement (as applicable) in respect
          of the obligation so demanded, calculated and compounded in the same
          manner, but without duplication of interest which is payable by the
          Guarantor where such interest forms part of the Guaranteed
          Obligations.

     (d)  All Guaranteed Obligations that are payment obligations shall be paid
          by the Guarantor in whichever currency or currencies in which they are
          denominated.

3.7  Statement of Obligations

     Subject to Section 9.15, the statement in writing of the Guarantee
Beneficiaries from time to time of the indebtedness, obligations or liability of
the Obligors to them shall be prima facie evidence of the amount of the
indebtedness, obligations or liability forming the Guaranteed Obligations. The
Guarantor's right to question in any way the Guarantee Beneficiaries' present or
future method of dealing with the Obligors, or with any Persons (other than the
Guarantor) now or hereafter liable to the Guarantee Beneficiaries for the
Guaranteed Obligations or any part thereof, is hereby waived. The Guarantor
renounces all benefits of discussion and division.

3.8  Not Bound to Exhaust Recourse

     The Guarantee Beneficiaries shall not be bound to exhaust their recourse
against any Obligor or to pursue any rights or remedies they may have against
any Obligor or any other Persons, or to make any demand on or present any note
to any Obligor or any other Person, or

                                     XII-4



file any proof of claim in any insolvency, administration, arrangement,
winding-up, liquidation or bankruptcy before demanding or being entitled to
payment from the Guarantor hereunder.

3.9  Authority

     The Guarantee Beneficiaries shall not be concerned to see or enquire into
the powers of the Obligors or any of the directors, officers or agents of the
Obligors acting or purporting to act on their behalf, and all moneys, advances,
renewals and credits in fact borrowed or obtained in the professed exercise of
such powers shall be deemed to form part of the Guaranteed Obligations even if
irregularly, fraudulently, defectively or informally effected or in excess of
the powers of the Obligors or any of the directors, officers or agents thereof,
and notwithstanding any incapacity or disability of any thereof, and further
notwithstanding any actual or constructive notice of the powers (or the lack
thereof) of the Obligors or any of the directors, officers or agents thereof.

3.10 Reinstatement

     Where any discharge (whether in respect of the obligations of the Obligors,
any security for such obligations or otherwise) is made in whole or in part or
any arrangement is made on the faith of any payment, security or other
disposition which is finally determined to be avoided or must in accordance with
Applicable Law or any order or judgment be repaid on insolvency, bankruptcy,
administration, arrangement, liquidation or otherwise, the liability of the
Guarantor under this Guarantee shall continue as if there had been no such
discharge or arrangement. The Guarantee Beneficiaries shall be entitled to
concede or compromise any claim that any such payment, security or other
disposition is liable to avoidance or repayment.

3.11 Subrogation; No Competition with Guarantee Beneficiaries

     The Guarantor shall not exercise any rights which it may have acquired by
way of subrogation, indemnity or contribution under this Guarantee (by virtue of
any payment being made by it hereunder, any liability to make payment hereunder,
or otherwise), or exercise any right of contribution against any other
guarantor, unless and until all Guaranteed Obligations have been finally paid
and performed in full. If any amount shall be paid (including through any
exercise of set-off rights) to the Guarantor arising out of or based upon such
right of subrogation, indemnity, or contribution at a time when the Guaranteed
Obligations have not been paid and performed in full, such amount (in the case
of a set-off, an amount equal to such set-off in fact exercised by it) shall be
deemed to have been paid to the Guarantor for the benefit of, and held by the
Guarantor in trust for, the Guarantee Beneficiaries and shall forthwith be paid
to the Guarantee Beneficiaries to be credited and applied to the Guaranteed
Obligations, whether matured or unmatured.

3.12 Appropriation

     During the existence of an Event of Default (or prior to an Event of
Default if no appropriation is made by the Guarantor at the time of payment),
the Guarantee Beneficiaries shall be at liberty (without in any way prejudicing
or affecting their rights hereunder) to appropriate any payment made or monies
received to any portion of the Guaranteed Obligations whether then due or to
become due, and from time to time to revoke or alter any such appropriation, all
as the Guarantee Beneficiaries see fit.

                                     XII-5



3.13 Preservation of Rights

     Until all Guaranteed Obligations have been irrevocably and permanently paid
and discharged in full (whether by the Obligors, the Guarantor or otherwise),
after a claim has been made pursuant to this Guarantee which has not been paid
in full, the Guarantee Beneficiaries may:

     (a)  refrain from applying or enforcing any other security, monies or
          rights held or received by the Guarantee Beneficiaries, as the case
          may be, in respect of (or capable of being applied in respect of) such
          amounts or apply and enforce the same in such manner and order as the
          Guarantee Beneficiaries see fit (whether against such amounts or
          otherwise) and the Guarantor shall not be entitled to the benefit of
          the same; and

     (b)  hold in a suspense account (with the obligation to pay interest on the
          monies held therein at a reasonable rate available to it for deposits
          made by it in the same currency on like terms and in like amounts) any
          monies received from the Guarantor or on account of the Guarantor's
          liability under this Guarantee.

3.14 Set-Off

     In addition to any other rights any Guarantee Beneficiary may have under
law or in equity, if any amount shall at any time be due and owing by the
Guarantor to any Guarantee Beneficiary under this Guarantee, such Guarantee
Beneficiary is authorized at any time or from time to time, without notice (any
such notice being expressly waived), to set off and to appropriate and to apply
any and all deposits (general or special, including but not limited to
indebtedness evidence by certificates of deposit, whether matured or unmatured)
and any other indebtedness of such Guarantee Beneficiary owing to the Guarantor
and any other property of the Guarantor held by a Guarantee Beneficiary to or
for the credit or the account of the Guarantor against and on account of the
Guaranteed Obligations of the Guarantor to any Guarantee Beneficiary under this
Guarantee.

                                    ARTICLE 4
                            OBLIGATIONS NOT RELEASED

4.1  Obligations Absolute

     Subject to Section 9.15, the obligations of the Guarantor hereunder shall
be absolute and unconditional, and shall not be released, diminished, discharged
or in any way lessened, abated, impaired or reduced by:

     (a)  the Guarantee Beneficiaries agreeing to any renewal, extension,
          increased commitment, change, variation, alteration, restatement,
          waiver, modification, the partial release or partial discharge in or
          in respect of the Guaranteed Obligations or the Credit Agreement, any
          other Loan Document or any Lender Hedge Agreement (as applicable), or
          anything done, suffered or permitted by the Guarantee Beneficiaries in
          relation to the Guaranteed Obligations or the Credit Agreement, any
          other Loan Document or any Lender Hedge Agreement (as applicable),
          including any amendment or change in the manner, time, place or

                                     XII-6



          calculation of payment of the Guaranteed Obligations (including
          increases or decreases in principal, interest rates, fees or other
          obligations);

     (b)  time or any indulgence being given to any Obligor or any other Person
          by the Guarantee Beneficiaries;

     (c)  the merging of the Credit Agreement, any other Loan Document or any
          Lender Hedge Agreement (as applicable) or the Guaranteed Obligations
          or other obligations of the Obligors in, or any alteration thereof by
          virtue of, any subsequent agreement or amending agreement;

     (d)  the Guarantee Beneficiaries agreeing to (i) any compromise, partial
          discharge, settlement, proposal, subordination, offer of performance
          or substitution for or affecting any Guaranteed Obligation or any
          agreement relating thereto, or (ii) any arrangement or plan of
          reorganization affecting any Obligor or any other guarantor;

     (e)  the Guarantee Beneficiaries agreeing to (i) the release, exchange,
          compromise, subordination, substitution or modification of any other
          guarantee or any other guarantor or any other Person liable directly
          or as surety or otherwise for the Guaranteed Obligations or any part
          thereof, or (ii) the addition of any guarantor, endorser or surety;

     (f)  the Guarantee Beneficiaries taking, failing or omitting to take, or
          refraining from taking, any action to enforce the Credit Agreement,
          any other Loan Document or any Lender Hedge Agreement (as applicable)
          or any rights or remedies thereunder, or proving the claim or part of
          the claim of the Guarantee Beneficiaries in any liquidation,
          bankruptcy, winding-up, compromise, arrangement or other proceeding
          relating to any Obligor or any other Person;

     (g)  the lack of validity, enforceability, provability or collectibility
          (in whole or in part) for any reason of, or any informality, defect or
          irregularity in or omission from, the Guaranteed Obligations or the
          Credit Agreement, any other Loan Document or any Lender Hedge
          Agreement (as applicable) or any impossibility, impracticability,
          frustration, illegality, fraud, forgery, force majeure, act of
          government or change in Applicable Laws, or the loans or advances
          constituting the Guaranteed Obligations having been made in excess of
          the power of the Guarantee Beneficiaries or any of them or in
          contravention of any of their governing statutes or constating
          documents;

     (h)  any common law or statutory bar on enforcement of the whole or any
          part of the Guaranteed Obligations or the Credit Agreement, any other
          Loan Document or any Lender Hedge Agreement (as applicable);

     (i)  any marshalling of assets and liabilities;

     (j)  any notice by the Guarantor purporting in any way to limit its
          liability hereunder in respect of any Guaranteed Obligations, whether
          arising prior or subsequent to such notice;

                                     XII-7



     (k)  any failure or lack of diligence on the part of the Guarantee
          Beneficiaries to examine, inspect, investigate, monitor or take any
          other steps in connection with the Obligors' obligations under the
          Credit Agreement, any other Loan Document or any Lender Hedge
          Agreement (as applicable), including in respect of environmental
          matters;

     (l)  any limitation on the amount guaranteed by any other guarantor of the
          Guaranteed Obligations; or

     (m)  any other event, circumstance, occurrence or contingency which might
          otherwise constitute a legal or equitable defence available to, or
          discharge of, the Guarantor, any Obligor or any other guarantor of or
          in respect of the Guaranteed Obligations (except for the permanent
          payment in full of the Guaranteed Obligations);

in each case regardless of how substantial, fundamental or material such event
or circumstance mentioned above may be, or however prejudicial it may be to the
Guarantor, and without any requirement for notice to the Guarantor of any of
such event or circumstance; but the obligations of the Guarantor hereunder shall
be released and discharged upon permanent payment in full of all Guaranteed
Obligations.

4.2  Security from the Obligors

     (a)  Without limiting the generality of Section 4.1, the Guarantee
          Beneficiaries shall be at liberty (without exonerating in whole or in
          part the Guarantor, without in any way affecting the validity or
          enforceability of this Guarantee and without prejudicing or affecting
          the Guarantee Beneficiaries' rights hereunder) from time to time to
          hold and receive such security for this Guarantee or the Guaranteed
          Obligations (or any part thereof) as they may deem proper, and may
          give up, vary, exchange, release, surrender, discharge, waive,
          postpone, subordinate, compromise, abandon or otherwise deal with or
          fail to deal with such security or any part thereof or property
          covered thereby or allow the Obligors or others to deal with the
          property covered thereby, all as the Guarantee Beneficiaries may
          consider expedient or appropriate (with or without consultation).

     (b)  The Guarantee Beneficiaries may (without exonerating in whole or in
          part the Guarantor, without in any way affecting the validity or
          enforceability of this Guarantee and without prejudicing or affecting
          the Guarantee Beneficiaries' rights hereunder) abstain from perfecting
          or registering, or from continuing any such perfection or registration
          of, or from taking advantage of, any security or the provisions of any
          Applicable Laws relating thereto.

     (c)  The Guarantee Beneficiaries (without exonerating in whole or in part
          the Guarantor, without in any way affecting the validity or
          enforceability of this Guarantee and without prejudicing or affecting
          the Guarantee Beneficiaries' rights hereunder), when, and in such
          manner, as the Guarantee Beneficiaries deem expedient, enforce,
          realize or refrain from realizing upon any security, apply any
          security now or hereafter held by or for the benefit of any Guarantee
          Beneficiaries in respect of this Guarantee or the Guaranteed
          Obligations and direct the order or manner of sale thereof, or
          exercise any other right or remedy that the Guarantee Beneficiaries in
          their discretion may determine consistent with the Credit

                                     XII-8



          Agreement, any Loan Document, any Lender Hedge Agreement or any
          applicable security pursuant to one or more judicial or nonjudicial
          sales, whether or not every aspect of any such sale is commercially
          responsible. To the extent permitted by law, the Guarantor waives any
          right it may have to receive notice of any actions or proceedings
          taken in respect thereof.

     (d)  None of (i) any loss of or in respect of any security or the property
          covered thereby, whether occasioned by the fault, omission,
          carelessness, negligence or recklessness of the Guarantee
          Beneficiaries or otherwise (including improvident or improper
          handling, collection or realization thereof or thereunder), (ii) the
          failure by the Guarantee Beneficiaries, in whole or in part, to put or
          keep themselves in a position to deliver the security or any of it to
          the Guarantor on payment of the Guaranteed Obligations, or (iii) any
          release, modification or waiver of, or failure, omission, delay,
          neglect, refusal or lack of diligence to enforce, any right, benefit,
          privilege or interest under any contract or agreement under which the
          rights of any Obligor have been collaterally or absolutely assigned or
          in which a security interest has been granted, shall in any way limit,
          lessen or release or otherwise abate the liability of the Guarantor
          hereunder.

4.3  Dealing with the Obligors

     It is the intent of the Guarantor and the Guarantee Beneficiaries that the
Guarantee Beneficiaries may discontinue, reduce, increase or otherwise vary the
credit of the Obligors and otherwise deal, in the broadest sense of that word,
with the Obligors and others, including any other guarantor, as the Guarantee
Beneficiaries may see fit, all without prejudice to or in any way limiting or
lessening the Guarantor's liability hereunder and without necessity for
obtaining the consent of or giving notice to the Guarantor.

4.4  Notices not Required

     Except to the extent required to enforce the rights of the Guarantee
Beneficiaries under Section 3.6 hereof, no Guarantee Beneficiary nor any other
Person shall have any duty or obligation to notify, or timely notify, the
Guarantor of (i) any default, event of default or similar event (however
denominated) under the Credit Agreement, any other Loan Document or any Lender
Hedge Agreement (as applicable), any renewal, extension, supplement,
modification, rearrangement, amendment, restatement, replacement, cancellation,
rescission, revocation or reinstatement (whether or not material), (ii) any
release or exchange of any security, (iii) any action taken or not taken by any
Guarantee Beneficiary or any other Person against the Obligors or any other
Person, (iv) any new agreement between any Guarantee Beneficiary, the Obligors
or any other Person, or (v) any other event or circumstance whatsoever.

                                    ARTICLE 5
                          REPRESENTATIONS AND COVENANTS

5.1  Representations

     (a)  The Guarantor represents and warrants that: (i) it has determined that
          its liability and obligation under this Guarantee may reasonably be
          expected to substantially benefit the Guarantor directly, and the
          Guarantor's Board of Directors has made that determination, (ii) the
          Borrower and the Guarantor are mutually dependent on

                                     XII-9



          each other in the conduct of their respective businesses and are and
          do business together as an integrated business enterprise, (iii) the
          maintenance and improvement of the Borrower's financial condition is
          vital to sustaining the business of the Guarantor and the transactions
          supported and secured by this Guarantee and the security therefor
          produce distinct and identifiable financial and economic direct
          benefits to the Guarantor, (iv) the Guarantor has had full and
          complete access to the underlying papers relating to the Guaranteed
          Obligations and all other papers executed by any other Person in
          connection with the Guaranteed Obligations, (v) the Guarantor is fully
          informed of all circumstances which bear upon the risks of executing
          this Guarantee which a diligent inquiry would reveal, and (vi) the
          Guarantor has adequate means to obtain from the Borrower, on a
          continuing basis, information concerning the Borrower's financial
          condition, and is not depending on any Guarantee Beneficiary to
          provide such information, now or in the future.

     (b)  The Guarantor further represents and warrants to the Guarantee
          Beneficiaries that those representations and warranties applicable to
          the Guarantor and set forth in Section 7 of the Credit Agreement and
          in the Loan Documents to which it is a party will be true, correct and
          complete in all material respects as of the Closing Date (or on such
          earlier date as specified in the Credit Agreement), and the Guarantor
          agrees that such representations and warranties shall survive the
          execution and delivery of this Guarantee in the manner described in
          Section 7.18 of the Credit Agreement.

     (c)  The Guarantor agrees that no Guarantee Beneficiary shall have any
          obligation to advise or notify the Guarantor or to provide the
          Guarantor with any data or information. The Guarantor acknowledges
          receipt of a copy of all Loan Documents (or recent versions thereof)
          and understands the obligations of the Borrower thereunder.

5.2  Covenant

     The Guarantor covenants with the Guarantee Beneficiaries that it shall:

     (a)  comply with and be bound by each covenant in the Credit Agreement and
          the other Loan Documents that is applicable to the Guarantor;

     (b)  take all such action as may be reasonably necessary or appropriate in
          order to cause and permit compliance by the Borrower with the terms
          and provisions of the Credit Agreement and the other Loan Documents;
          and

     (c)  not take any reasonable action or fail to take any reasonable action
          which would result in the Borrower being in breach of any term or
          provision of the Credit Agreement or any other Loan Document.

                                     XII-10



                                    ARTICLE 6
                                WITHHOLDING TAXES

6.1  Payment Net of Withholding Taxes

     The Guarantor shall make all payments required hereunder, whether by way of
principal, interest or otherwise, without regard to any defence, counterclaim or
right of set-off available to the Guarantor and without withholding any Taxes
(for the purposes of this clause, "Taxes" shall not include Taxes on a Guarantee
Beneficiary's overall income, and franchise taxes). If the Guarantor is required
by Applicable Law to deduct any withholding Taxes from or in respect of any
amounts payable under this Guarantee (i) the amounts payable by the Guarantor
hereunder will be increased by the amount necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 6.1), the Guarantee Beneficiaries will receive an amount
equal to the sum they would have received had no such deductions been made, (ii)
the Guarantor will make such deductions, and (iii) the Guarantor will pay the
full amount deducted to the relevant taxing authority or other Governmental
Authority in accordance with Applicable Law. Notwithstanding the foregoing,
unless a Person becomes a Guarantee Beneficiary as a result of an assignment of
Loans at a time when an Event of Default has occurred and is continuing, the
Guarantor shall have no obligation to gross-up for Taxes withheld or paid solely
because such Guarantee Beneficiary is a non-resident of Canada within the
meaning of the Income Tax Act, unless the Guarantor otherwise agrees in writing
to do so.

                                    ARTICLE 7
                             EXPENSES AND INDEMNITY

7.1  Expenses

     Subject to Section 9.15, the Guarantor shall pay to the Guarantee
Beneficiaries all reasonable out-of-pocket costs and expenses incurred by the
Guarantee Beneficiaries from time to time in the documentation, preparation,
negotiation, printing, execution, registration, delivery, enforcement,
realization and collection of or in respect of this Guarantee, including the
reasonable fees of legal counsel for the Guarantee Beneficiaries on a solicitor
and his own client basis. All such amounts shall be payable by the Guarantor on
demand, shall bear interest at 2% over the Prime Rate, calculated from the date
incurred by the Guarantee Beneficiaries to the date paid by the Guarantor, but
without duplication of interest which is payable by the Guarantor where such
interest forms part of the Guaranteed Obligations.

7.2  Indemnity

     Subject to Section 9.15, the Guarantor shall indemnify the Guarantee
Beneficiaries and hold them harmless against all losses, costs, expenses,
liabilities, actions, suits, claims or damages of any and every kind incurred by
the Guarantee Beneficiaries, up to the amount of the Guaranteed Obligations, as
a result of:

     (a)  a default by the Guarantor in the payment of any Guaranteed
          Obligations, and

     (b)  the failure by the Guarantor to comply with any of its covenants or
          other obligations hereunder.

     Without limiting the generality of the foregoing, this indemnity shall
extend to:

                                     XII-11



          (i)  reasonable legal fees on a solicitor and his own client basis,
               including the costs of defending and/or counterclaiming or
               claiming over against third parties in respect of any action or
               matter, and

          (ii) any amounts payable arising out of a settlement of any action
               entered into between the Guarantee Beneficiaries or any of them
               and any other Person with or without the consent of the
               Guarantor.

     A certificate of the Guarantee Beneficiaries as to the amount of any such
loss or expense shall be prima facie proof of the amount thereof. The amount
required to be paid by the Guarantor hereunder shall be payable by the Guarantor
on demand, shall bear interest at 2% over the Prime Rate calculated from the
date any indemnified outlay is made by the Guarantee Beneficiaries hereunder to
the date paid by the Guarantor, but without duplication of interest which is
payable by the Guarantor where such interest forms part of the Guaranteed
Obligations. The provisions of and undertakings and indemnification set out in
this Section shall survive the payment and satisfaction of the Guaranteed
Obligations.

                                    ARTICLE 8
                                    SECURITY

8.1  Security

     The obligations of the Guarantor hereunder shall be secured in the manner
provided in Section 5 of the Credit Agreement and, in respect of the Guarantor
and the Collateral granted or to be granted by the Guarantor as provided therein
and herein, the provisions of such Section 5 are incorporated herein, with
necessary changes, to the same extent as if repeated herein.

                                    ARTICLE 9
                                     GENERAL

9.1  Notice

     Any notice, communication or demand to be made or given hereunder shall be
in writing and may be made or given by personal delivery or by facsimile or
other electronic means of communication addressed as follows:

To the Guarantor:

     NACG Preferred Corp.
     Acheson Industrial Park #2
     53016 - Highway 60
     Spruce Grove, Alberta  T7X 3G7

     Attention: President
     Facsimile: (780) 960-7103

                                     XII-12



To the Guarantee Beneficiaries:

     Royal Bank of Canada, as Administrative Agent
     P.O. Box 50, 200 Bay Street
     Royal Bank Plaza
     12th Floor, South Tower
     Toronto, Ontario  M5J 2W7

     Attention: Manager Agency
     Facsimile: (416) 842-4023

or to such other address or facsimile number as any party may from time to time
notify the other in accordance with this Section. Any notice, communication or
demand made or given by personal delivery during usual business hours at the
place of receipt on a banking day shall be deemed to have been given on the day
of actual delivery thereof. Any notice, communication or demand made or given by
personal delivery after usual business hours on a banking day or by facsimile or
other electronic means of communication shall be deemed to have been given, on
the first banking day following the transmittal thereof.

9.2  Governing Law and Jurisdiction

     (a)  THIS GUARANTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
          THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
          PROVINCE OF ALBERTA AND THE LAW OF CANADA APPLICABLE THEREIN.

     (b)  The Guarantor agrees that the courts of Alberta shall have
          jurisdiction to hear and determine any suit, action or proceeding and
          to settle any disputes which may arise out of or in connection with
          the aforesaid documents and it irrevocably submits to the
          non-exclusive jurisdiction of such courts, without prejudice to the
          rights of any Guarantee Beneficiary to take proceedings in any other
          jurisdictions, whether concurrently or not.

     (c)  The Guarantor agrees that final judgment in any such suit, action or
          proceeding brought in such courts shall be conclusive and binding upon
          it and may be enforced against it in the courts of Canada (or any
          other courts to the jurisdiction of which it or its property is
          subject) by a suit upon such judgment, provided that it does not waive
          any right to appeal any such judgment, to seek any stay or otherwise
          to seek reconsideration or review of any such judgment.

9.3  Payment on Stay

     If:

     (a)  Any Obligor or the Guarantor is prevented from making payment of any
          of the Guaranteed Obligations when it would otherwise be required to
          do so; or

     (b)  the Guarantee Beneficiaries are prevented from demanding payment of
          the Guaranteed Obligations;

                                     XII-13



in each case because of a stay or other judicial proceeding or any other legal
impediment, all Guaranteed Obligations or other amounts otherwise subject to
demand, acceleration or payment shall nevertheless be payable by the Guarantor
as provided for hereunder.

9.4  Judgment Currency

     If, for the purposes of obtaining or enforcing judgment against the
Guarantor in any court, or for any other related purpose hereunder, it is
necessary to convert an amount due under this Guarantee in the currency in which
it is due (the "Original Currency") into another currency (the "Second
Currency"), the rate of exchange applicable shall be the daily noon day rate
quoted by the Bank of Canada on the relevant date to purchase the Original
Currency with the Second Currency and includes any premium and costs of exchange
payable in connection with such purchase. The Guarantor agrees that its
obligation in respect of any Original Currency due from it shall,
notwithstanding any judgment or payment in the Second Currency, be discharged
only to the extent that on the Business Day following the receipt of any sum so
paid or adjudged to be due hereunder in the Second Currency the payee may
purchase in the market the Original Currency with the amount of the Second
Currency so paid or so adjudicated to be due; and if the amount of the Original
Currency so purchased is less than the amount originally due in the Original
Currency, the Guarantor agrees that the deficiency shall be a separate
obligation of it, independent from its obligations under this Guarantee, and
shall constitute in favour of the Guarantee Beneficiaries a cause of action
which shall continue in full force and effect notwithstanding any such judgment
or order to the contrary, and the Guarantor agrees, notwithstanding any such
payment or judgment, to indemnify the Guarantee Beneficiaries against any such
loss or deficiency.

9.5  Prohibited Rate

     In no event shall any interest or fee to be paid hereunder exceed the
maximum rate permitted by Applicable Law. In the event any such interest rate or
fee exceeds such maximum rate, such rate shall be adjusted downward to the
highest rate (expressed as a percentage per annum) or fee that the parties could
validly have agreed to by contract on the date hereof under Applicable Law. It
is further agreed that any excess actually received by a Guarantee Beneficiary
shall be credited against the Guaranteed Obligations.

9.6  Assignment

     (a)  The Guarantee Beneficiaries may assign, or grant participation in,
          this Guarantee (in whole or in part) to any Person to whom they are
          entitled to assign any Guaranteed Obligations under the Credit
          Agreement, any other Loan Document or any Lender Hedge Agreement (as
          applicable).

     (b)  Except as permitted by the Credit Agreement, the Guarantor shall not
          assign its rights or obligations hereunder without the prior written
          consent of the Guarantee Beneficiaries.

     (c)  Subject to paragraphs (a) and (b), this Guarantee shall enure to the
          benefit of and be binding upon the Guarantor, the Guarantee
          Beneficiaries, and their respective successors and assigns.

                                     XII-14



9.7  Severability

     Any provision of this Guarantee which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

9.8  Whole Agreement

     This Guarantee constitutes the whole and entire agreement between the
parties hereto and cancels and supersedes any prior agreements, undertakings,
declarations, commitments and representations, written or oral, in respect
thereof.

9.9  Amendments, Waivers and Consents

     This Guarantee may only be amended by an agreement in writing between the
Guarantor and the Guarantee Beneficiaries, and provisions hereof may be waived
or matters consented to by the Guarantee Beneficiaries only if the Guarantee
Beneficiaries so agree in writing. Any waiver or consent by the Guarantee
Beneficiaries under any provision of this Guarantee may be given subject to any
conditions thought fit by the Guarantee Beneficiaries. Any waiver or consent
shall be effective only in the specific instance and for the purpose for which
it is given.

9.10 Further Assurances

     (a)  Each party shall promptly cure any defect by it in the execution and
          delivery of this Guarantee.

     (b)  The Guarantor, at its expense, shall promptly execute and deliver to
          the Guarantee Beneficiaries, upon request by the Guarantee
          Beneficiaries in writing, all such other and further documents,
          agreements, legal opinions, certificates and instruments in order to
          give effect to the covenants and agreements of the Guarantor in this
          Guarantee, and shall make any recording, file any notice or obtain any
          consent in connection therewith, all as may be reasonably necessary or
          appropriate.

9.11 Time of the Essence

     Time shall be of the essence of this Guarantee.

9.12 Counterparts

     This Guarantee may be executed in any number of counterparts, and by
facsimile, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same instrument. It
shall not be necessary in making proof of this Guarantee to produce or account
for more than one full set counterparts.

9.13 Separate Action

     In case of default hereunder, the Guarantee Beneficiaries may maintain an
action or separate successive actions upon this Guarantee against the Guarantor
whether or not any

                                     XII-15



Obligor is joined therein or a separate action is brought against any Obligor or
any other guarantor or any judgment obtained against any of them. The Guarantee
Beneficiaries' rights shall not be exhausted by the exercise of any of the
Guarantee Beneficiaries' rights hereunder or otherwise against the Guarantor or
by any number of successive actions until and unless all Guaranteed Obligations
have been fully paid and performed, and each of the Guarantor's obligations
hereunder has been fully performed.

9.14 Waiver and Acknowledgement

     (a)  To the extent permitted by Applicable Law, the Guarantor hereby
          expressly waives:

          (i)  notice of acceptance of this Guarantee;

          (ii) notice of the existence or creation of all or any of the
               Guaranteed Obligations;

          (iii) any right to require marshalling of assets and liabilities;

          (iv) presentment, notice of dishonour, protest, and all other notices
               whatsoever; and

          (v)  all diligence in collection or protection of or realization upon
               the Guaranteed Obligations or any thereof, any obligation
               hereunder.

     (b)  The Guarantor acknowledges the terms of the Credit Agreement and the
          other Loan Documents and consents to and approves the same.

     (c)  The Guarantor hereby acknowledges receipt of a true copy of this
          Guarantee.

9.15 Limited Recourse Guarantee

     Notwithstanding anything to the contrary contained in this Guarantee or the
Securities Pledge Agreement, the recourse of the Guarantee Beneficiaries
pursuant to this Guarantee shall be limited to their rights to realize upon the
Collateral (as defined in the Securities Pledge Agreement) pursuant to the
Securities Pledge Agreement and to exercise their other rights and remedies as
provided in the Securities Pledge Agreement, and the Guarantee Beneficiaries
shall have no further recourse to the Guarantor or its assets for any deficiency
remaining after such realization has been effected. For certainty, nothing in
this Section shall in any way limit or affect the recourse of the Guarantor
Beneficiaries against any Person other than the Guarantor.

                                     XII-16



     IN WITNESS WHEREOF the undersigned have executed this Guarantee.

                                    NACG PREFERRED CORP.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    ROYAL BANK OF CANADA,
                                    as Administrative Agent


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     XII-17



                                  EXHIBIT XIII
                               TO CREDIT AGREEMENT

                  FORM OF DEMAND DEBENTURE AND NEGATIVE PLEDGE

                      DEMAND DEBENTURE AND NEGATIVE PLEDGE

          THIS DEBENTURE is issued as of _, 200___ by _, a
[corporation/partnership/______________] under the laws of _ (the "Debtor").

                                   ARTICLE 1
                     PROMISE TO PAY: PRINCIPAL AND INTEREST

1.1  Principal

     The Debtor, for value received, hereby acknowledges itself indebted and
promises to pay to or to the order of Royal Bank of Canada (who and whose
successors and assigns as holders of this Debenture are herein called the
"Holder"), for itself and as agent for and on behalf of the Lenders and the Swap
Lenders from time to time (collectively, the "Beneficiaries"), on demand (or on
such earlier date as the Obligations hereby secured may become payable in
accordance with Section 9.3) the principal amount of Three Hundred Million
Canadian Dollars (Cdn. $300,000,000) at the office of the Holder, 200 Bay
Street, Royal Bank Plaza, 12th Floor, South Tower, Toronto, Ontario, M5J 2W7, or
at such other place as the Holder may designate from time to time by notice in
writing to the Debtor.

1.2  Interest

     The Debtor shall pay to the Holder at the same place interest on the
Principal Amount at the rate of twenty-five percent (25%) per annum. Such
interest shall accrue on a daily basis and shall be calculated and payable
monthly in arrears on the first Business Day of each month in respect of the
immediately preceding calendar month, based on the actual number of days
elapsed. If payment of the Principal Amount is demanded or otherwise becomes
payable in accordance with Section 9.3, all accrued and unpaid interest shall
also be payable on the date for payment of the Principal Amount.

                                   ARTICLE 2
                         DEFINITIONS AND INTERPRETATION

2.1  Definitions

     In this Debenture, unless there is something in the subject matter or
context inconsistent therewith:

     "Credit Agreement" means the Credit Agreement dated November 26, 2003 among
     North American Energy Partners Inc., as borrower, Royal Bank of Canada, as
     administrative agent, the other agents, and the Persons party thereto as
     lenders, as amended, modified, supplemented or restated from time to time.

                                     XIII-1



     "Event of Default" means any event or circumstance enumerated in Section
     9.2 of this Agreement.

     "lease" includes sublease and any other agreements in the nature of a
     lease.

     "lien hereof" means the Liens created or expressed to be created or
     required to be created by the Debtor pursuant to this Debenture.

     "Mortgaged Property" means the property, assets and undertakings of the
     Debtor which are subject to the lien hereof; such term shall be deemed to
     refer to such property, assets and undertakings or any part thereof.

     "Obligations" means all of the indebtedness, liabilities and obligations,
     present and future, matured or not, of the Debtor under this Debenture,
     including without limitation payment of the Principal Amount, interest
     thereon and interest on overdue interest, payment of all other amounts
     required to be paid hereunder, and observance and performance of all other
     covenants, indemnities, terms, conditions, agreements and other
     requirements herein contained, both monetary and non-monetary.

     "PPSA" means the Personal Property Security Act (Alberta).

     "Principal Amount" means the principal amount payable pursuant to Section
     1.1 (or, subject to Section 3.2, so much thereof as remains from time to
     time unpaid).

     "Receiver" means any receiver or receivers of the Mortgaged Property
     appointed by the Holder pursuant to this Debenture or by a court at the
     request of the Holder; such term shall be deemed to include reference to a
     receiver or receiver-manager.

     Other capitalized terms used but not defined herein shall have the meanings
set forth in the Credit Agreement. Derivations of any of the foregoing defined
terms shall have a corresponding meaning.

2.2  Headings and References

     (a)  The division of this Debenture into Articles and Sections and the
          insertion of headings is for convenience of reference only and shall
          not affect the construction or interpretation of this Debenture.

     (b)  The terms "this Debenture", "hereof", "hereunder" and similar
          expressions refer to this Debenture and not to any particular Article,
          Section or other portion hereof and include any amendments or
          supplements hereto. Unless otherwise stated, references herein to
          Articles, Sections and Schedules are to Articles, Sections and
          Schedules of this Debenture.

2.3  Number and Gender

     Words importing the singular number shall include the plural and vice
versa, and words importing gender shall include the masculine, feminine and
neuter genders.

                                     XIII-2



2.4  Per Annum Calculations; Currency; Time; "Including"

     (a)  Unless otherwise stated, interest specified as a rate "per annum"
          shall be computed on the basis of a calendar year of 365 days or 366
          days, as the case may be.

     (b)  The theory of "deemed reinvestment" shall not apply to the computation
          of interest hereunder and no allowance, reduction or deduction shall
          be made for the deemed reinvestment of interest in respect of any
          payments hereunder. Calculation of interest hereunder shall be made
          using the nominal rate method, and not the effective rate method, of
          calculation.

     (c)  Unless otherwise stated, references herein to dollar amounts or $
          shall be deemed to be references to Canadian dollars.

     (d)  Unless otherwise stated, references herein to time shall mean local
          time in Calgary, Alberta.

     (e)  The word "including" shall not be construed to limit or restrict the
          generality of the matter that precedes it.

2.5  Statute References

     References herein to a statute include, unless otherwise stated,
regulations passed or in force pursuant thereto and any amendments to such
statute or to such regulations from time to time, and any legislation or
regulations substantially replacing the same or substantially replacing any
specific provision to which such reference is made.

2.6  Schedules

     Schedule A (Real Property Descriptions) and Schedule B (Serial Number
Goods) are attached hereto and form an integral part of this Debenture.

                                   ARTICLE 3
                              DEPOSIT OF DEBENTURE

3.1  Deposit of Debenture as Collateral Security

     This Debenture may be issued, pledged, hypothecated or deposited by the
Debtor as collateral security for any indebtedness, liabilities or obligations
(direct or indirect, present or future, absolute or contingent, matured or not,
extended or renewed), and may only be cancelled by the Debtor when physically
redelivered by the Holder to the Debtor, which will occur upon satisfaction of
all such liabilities, indebtedness or obligations as set forth in Section 16.20.
While this Debenture is so issued, pledged, hypothecated or deposited it shall
not be redeemed by reason of the account of the Debtor having ceased to be in
debit, or by reason of the liabilities, indebtedness or obligations in respect
of which this Debenture is issued, pledged, hypothecated or deposited being
repaid or satisfied from time to time, and this Debenture shall only be
cancelled as aforesaid.

                                     XIII-3



3.2  Debenture is Outstanding for Full Face Amount

     The Debtor agrees and confirms that no payment by the Debtor to the Holder
or any Person for whom the Holder acts as agent hereunder on account of any of
the liabilities, indebtedness or obligations hereunder shall reduce the
principal amount owing under this Debenture unless such payment is specifically
and expressly in writing appropriated by the Debtor to this Debenture and
recorded as such in writing by the Holder on this Debenture.

3.3  Debenture Secures Revolving Line

     This Debenture secures, among other things, a revolving line of credit up
to the amount of the Principal Amount, and both present and future advances, and
accordingly the Holder shall be entitled to all priorities and advantages
conferred pursuant to Section 104 of the Land Titles Act (Alberta) and the PPSA
and pursuant to equivalent sections of Applicable Law in other jurisdictions.

                                   ARTICLE 4
                                    SECURITY

4.1  Security for Obligations

     As continuing security for the due payment, observance and performance of
all Obligations of the Debtor, but subject to the exception as to leaseholds
hereinafter contained, the Debtor hereby:

     (a)  real property (fixed charge): grants, assigns, conveys, transfers,
          mortgages and charges as and by way of a fixed and specific mortgage
          and charge to and in favour of the Holder, all of the Debtor's right,
          title, estate and interest (whether freehold, leasehold, profit a
          prendre or otherwise, and whether legal or equitable, corporeal or
          incorporeal) in and to all real property described or referred to in
          Schedule "A";

     (b)  real property (floating charge): grants, assigns, conveys, transfers,
          mortgages and charges as and by way of a floating charge to and in
          favour of the Holder, all of the Debtor's present and after-acquired
          right, title, estate and interest (whether freehold, leasehold, profit
          a prendre or otherwise, and whether legal or equitable, corporeal or
          incorporeal) in and to all real property, buildings, structures,
          improvements, expansions, erections, works and fixtures, wherever
          located, other than the property validly subjected to the fixed charge
          created by clause (a) above;

     (c)  personal property (security interest): grants, assigns, conveys,
          transfers, mortgages and charges as and by way of a fixed and specific
          mortgage and charge to and in favour of the Holder, and grants a
          continuing security interest in, all of the Debtor's present and
          after-acquired personal property including all present and
          after-acquired intellectual property and rights thereto and therein,
          all present and after-acquired electronic information and electronic
          information storage and computer systems, all present and
          after-acquired franchises, privileges, permits, grants, licences,
          authorizations, contracts and agreements, and all present and
          after-acquired goods (including without limitation the serial number
          goods

                                     XIII-4



          described in Schedule B hereto and all accessories installed in or
          affixed or attached or pertaining to such serial number goods),
          chattel paper, securities, documents of title, instruments,
          intangibles [(including the Collateral Account and all amounts
          deposited therein)], and money (as such terms are defined in the
          PPSA), wherever located; [Insert bracketed text in Borrower's
          Debenture and, in Finance Co. Debenture, include specific reference to
          Note]

     (d)  increases and additions: for certainty, grants, assigns, conveys,
          transfers, mortgages and charges as and by way of a fixed and specific
          mortgage and charge (in the case of property of the nature described
          in clauses (a) and (c) above) and a first floating charge (in the case
          of property of the nature described in clause (b) above), and to and
          in favour of the Holder, and the Holder hereby takes a continuing
          security interest in, all increases, additions, accretions,
          attachments, parts, profits and accessions to any of the foregoing
          property, together with all substitutions for and replacements and
          renewals of any of the foregoing property; and

     (e)  proceeds: grants, assigns, conveys, transfers, mortgages and charges
          and by way of a fixed and specific mortgage and charge (in the case of
          property of the nature described in clauses (a) and (c) above) and a
          first floating charge (in the case of property of the nature described
          in clause (b) above), and to and in favour of the Holder, and the
          Holder hereby takes a continuing security interest in, all proceeds
          derived directly or indirectly from any dealing with any of the
          foregoing property (or any dealing with such proceeds), whether or not
          of the same type, class or kind as the original property, including
          any right to an insurance payment or any other payment as indemnity or
          compensation for loss or damage, and payments made in the total or
          partial discharge of an intangible, chattel paper, an instrument, a
          security, or a mortgage or charge in respect of an interest in land;

it being the intent hereof that the entire property, assets and undertaking of
the Debtor, real and personal, present and future, tangible and intangible, of
every nature and kind, and wheresoever located, shall be subject to the lien
hereof, subject only to Section 7.1, and shall constitute a First Priority Lien
as required under the Credit Agreement.

4.2  Habendum

     The Holder shall have and hold the Mortgaged Property and the rights hereby
conferred on the Holder for the use and purpose and with the powers and
authorities herein expressed for the benefit of the Beneficiaries.

4.3  Holder Not Liable on Debtor's Agreements

     Nothing contained in this Debenture shall be construed as rendering the
Holder liable, directly or indirectly, for any obligations of the Debtor under
any agreement, instrument, permit, lease, license or other document subject to
the lien hereof, or any judgment, decree or order of any Governmental Authority.

                                     XIII-5



4.4  Charge Valid Irrespective of Advance of Moneys

     The liens hereof shall be and be deemed to be effective whether or not the
moneys hereby secured or any part thereof shall be advanced before, upon or
after the date of execution and issuance of this Debenture.

4.5  Amalgamation

     The Debtor acknowledges and agrees that in the event that it amalgamates or
merges with any other corporation or corporations, it is the intention of the
Debtor and the Holder that the term "Debtor" when used herein shall apply to
each of the amalgamating corporations and to the resulting amalgamated
corporation, such that the lien hereof will attach to all of the Mortgaged
Property owned by each corporation amalgamating with the Debtor and by the
amalgamated corporation at the time of the amalgamation, and shall attach to any
Mortgaged Property thereafter owned or acquired by the amalgamated corporation
when such becomes owned or acquired.

4.6  Acknowledgement

     The Debtor, by executing this Debenture, hereby acknowledges and agrees
that:

     (a)  value has been given by the Holder;

     (b)  the Debtor has rights in the Mortgaged Property;

     (c)  there is no agreement to postpone the attachment of the lien hereof;
          and

     (d)  notwithstanding that the mortgage, charge and security interest
          created pursuant to clause 4.1(b) is stated to be a floating charge,
          the time for attachment of the mortgage, charge and security interest
          created pursuant to this Debenture has not been postponed and is
          intended to attach when this Debenture is signed by the Debtor, and
          attaches at that time to property in which the Debtor then has any
          right, title or interest and attaches to property in which the Debtor
          subsequently acquires any right, title or interest at the time when
          the Debtor first acquires such right, title or interest.

4.7  Representations Regarding Place of Business or Chief Executive Office

     The Debtor represents and warrants to the Holder that its place of business
as of the date hereof is at the address designated in Section 15.1 or, if the
Debtor has more than one place of business, the Debtor's chief executive office
as of the date hereof is at the address designated in Section 15.1.

                                   ARTICLE 5
                   PROVISIONS APPLICABLE TO ASSIGNED ACCOUNTS

5.1  Assigned Accounts

     The following provisions shall apply to all debts, accounts, claims,
moneys, receivables and other similar items of personal property assigned and
transferred to the Holder hereunder (in this Section called the "assigned
accounts"):

                                     XIII-6



     (a)  collection: during the existence of an Event of Default the Holder may
          collect, realize, sell or otherwise deal with the assigned accounts or
          any part thereof in such manner, upon such terms and conditions and at
          such time or times as may seem to it advisable and without notice to
          the Debtor (except as otherwise required by Applicable Law);

     (b)  not bound to collect: the Holder shall not be liable or accountable
          for any failure to collect, realize, sell or otherwise deal with or
          obtain payment of the assigned accounts or any part thereof and shall
          not be bound to institute proceedings for the purpose of collecting,
          realizing, selling or otherwise dealing with or obtaining payment of
          the same or for the purpose of preserving any rights of the Holder,
          the Debtor or any other Person in respect of the same;

     (c)  application: all moneys collected or received by the Holder during the
          existence of an Event of Default in respect of the assigned accounts
          may be applied on account of such parts of the Obligations as the
          Holder in its discretion determines or, in the discretion of the
          Holder, may be held in a separate collateral account for such time as
          the Holder sees fit, or released to the Debtor;

     (d)  trustee: during the existence of an Event of Default, all moneys
          collected or received by the Debtor in respect of the assigned
          accounts shall be held in trust by the Debtor for the benefit of the
          Holder, and paid over to the Holder forthwith on demand;

     (e)  information: the Debtor shall from time to time forthwith on request
          of the Holder furnish to the Holder any information relating to the
          assigned accounts, and the Holder shall be entitled from time to time
          to inspect any documents pertaining thereto and take temporary custody
          thereof;

     (f)  notifications: the Holder may at any time during the existence of an
          Event of Default notify any account debtor to make payment of the
          assigned accounts to or to the order of the Holder; and

     (g)  control of proceeds: the Holder may during the existence an Event of
          Default take control of any proceeds of the assigned accounts.

                                   ARTICLE 6
                        POSSESSION AND USE UNTIL DEFAULT

6.1  Possession

     Unless an Event of Default exists and the Holder has determined to enforce
any of its rights to the contrary under Section 10.1 hereof, the Debtor may,
subject to the express terms hereof:

     (a)  possess, operate, manage and use the Mortgaged Property and control
          the conduct of its business, and take and use the incomes and profits
          thereof, and

     (b)  exercise and enforce all of its rights and remedies under any
          agreement (subject to the lien hereof).

                                     XIII-7



Notwithstanding the foregoing, nothing in this Debenture shall be construed as
subordinating the lien hereof to any other present or future creditor of the
Debtor, or any other Person who may have an interest in connection with the
Mortgaged Property, whether secured or unsecured.

                                   ARTICLE 7
                       LEASES; RESTRICTIONS ON ASSIGNMENT

7.1  Last Day of Term Excluded

     The last day of the term of any lease, oral or written, or any agreement
therefor, now held or hereafter acquired by the Debtor shall be excepted from
the lien hereof and shall not form part of the Mortgaged Property, but the
Debtor shall stand possessed of such one day in trust for the Holder, and shall
assign and dispose of the same as the Holder or any assignee from the Holder of
such lease or agreement shall direct. The Holder may at any time after the
occurrence and during the continuance of an Event of Default remove the Debtor
as trustee and appoint another in its place.

7.2  Prohibitions on Assignment

     If any lease, agreement, license or permit contains a clause which provides
in legal effect that it can not be encumbered in the manner herein provided
without the consent or approval of the other party thereto or the issuer
thereof, then the effectiveness of the lien hereof (vis-a-vis such party or
issuer only and in respect to such lease, agreement, license or permit only)
shall be conditional upon any such consent or approval having been obtained. The
Debtor shall use its best commercial efforts to obtain such consent or approval
forthwith, and the lien hereof, while effective as against the Debtor and all
other Persons immediately, shall be effective against such other party as soon
as the required consent or approval is given, or is deemed or required to be
given, whichever shall first occur.

7.3  Realization on Agreements

     Nothing in Section 7.2 or elsewhere in this Debenture shall be construed as
limiting the rights of the Holder or any Receiver to rely upon provisions in any
agreement or instrument subject to the lien hereof where such provisions are
more favourable to the Holder or a Receiver than those contained herein
(notwithstanding any inconsistency herewith), nor as requiring the Holder or any
Receiver to comply with any restrictions of the nature referred to in Section
7.2 in connection with any realization on the Mortgaged Property where such
compliance is not otherwise required by Applicable Law relating to realization
of security.

                                   ARTICLE 8
                             COVENANTS OF THE DEBTOR

8.1  General Covenants

     The Debtor covenants and agrees with the Holder that it shall:

     (a)  registration: ensure that this Debenture is forthwith registered,
          filed and recorded or notices, caveats, financing statements or other
          registrations thereof made, as provided in the Credit Agreement;

                                     XIII-8



     (b)  relocation of business: not move its place of business or chief
          executive office, or any material assets comprised in the Mortgaged
          Property, from the jurisdictions in which the same are now located to
          any other jurisdiction unless and until (i) it has first given notice
          to the Holder of its intention to do so together with full particulars
          of such move, and (ii) thereafter the Holder has notified it that the
          registrations necessary or advisable to protect and perfect the lien
          hereof in the jurisdiction where such business or assets will be
          located have been effected;

     (c)  name change: not change its name unless it has first given notice to
          the Holder of its intention to do so, and within 5 Business Days after
          such name change it shall provide certified copies of the certificate
          and supporting documents effecting such name change sufficient to
          allow the Holder to effect such amendments to registrations made in
          connection with the lien hereof as the Holder deems necessary or
          advisable;

     (d)  negative pledge: not create, assume, suffer to exist or otherwise have
          outstanding any Lien except as expressly permitted by the Credit
          Agreement; and

     (e)  dispositions of assets: not sell, lease, assign, exchange, transfer or
          otherwise dispose of, including by way of a sale-leaseback, any
          property except as expressly permitted by the Credit Agreement.

8.2  After-Acquired Property

     (a)  The Debtor shall, forthwith upon request by the Holder made subject to
          and in accordance with Section 5.5 of the Credit Agreement, mortgage
          and charge as and by way of a fixed and specific mortgage and charge
          to and in favour of the Holder its entire right, title, estate and
          interest in any or all property which it now owns or shall hereafter
          acquire but which is subject only to the floating charge created by
          Section 4.1(b), and execute all such deeds and documents as may be
          reasonably required by the Holder in connection therewith and shall
          constitute a First Priority Lien as required under the Credit
          Agreement.

     (b)  The Debtor hereby irrevocably constitutes and appoints any officer of
          the Holder at its address herein set out, or any Receiver appointed by
          the court or the Holder as herein set out, the true and lawful
          attorney of the Debtor with full power of substitution to do, make and
          execute all such assignments, documents, acts, matters or things with
          the right to sue in the name of the Debtor whenever and wherever it
          may be deemed necessary or expedient in connection with this Section,
          if the Debtor does not comply with its obligation in Section 8.2(a) or
          if an Event of Default exists.

                                   ARTICLE 9
                            DEMAND; EVENTS OF DEFAULT

9.1  Obligations Payable on Demand

     The Debtor agrees and acknowledges that the Obligations for the payment of
any money hereunder (including the Principal Amount and interest thereon) are
payable by the Debtor on demand by the Holder whether or not an Event of Default
has occurred or is continuing.

                                     XIII-9



9.2  Events of Defaults

     The happening of any of the following events or circumstances shall be an
"Event of Default":

     (a)  non-payment on demand: the Debtor shall fail to pay the Principal
          Amount or interest thereon when demanded by the Holder; or

     (b)  involuntary insolvency: if any case, proceeding or other action shall
          be instituted in any court of competent jurisdiction, against the
          Debtor seeking an adjudication in bankruptcy, reorganization of its
          indebtedness, dissolution, winding up, liquidation, a composition,
          proposal or arrangement with creditors, a readjustment of debts, the
          appointment of a trustee, receiver, receiver and manager, interim
          receiver, custodian, liquidator or any Person with similar powers with
          respect to the Debtor or of all or any substantial part of its assets,
          or any other like relief in respect of the Debtor under a Bankruptcy
          Law, the Companies' Creditors Arrangement Act (Canada), the Winding Up
          Act (Canada), the Partnership Act (Alberta) or any other bankruptcy,
          insolvency or analogous law and either:

          (i)  such case, proceeding or other action results in an entry of an
               order for relief or any such adjudication or appointment; or

          (ii) if such case, proceeding or other action is being contested in
               good faith and by appropriate proceedings, the same shall
               continue undismissed, or unstayed and in effect, for any period
               of 45 days past the commencement of such case, proceeding or
               action; or

     (c)  voluntary insolvency: if the Debtor makes any assignment in bankruptcy
          or makes any other assignment for the benefit of creditors; makes any
          proposal under a Bankruptcy Law or any comparable law, seeks relief
          under the Companies' Creditors Arrangement Act (Canada), the Winding
          Up Act (Canada) or any other bankruptcy, insolvency or analogous law,
          or files a petition or proposal to take advantage of any act of
          insolvency; consents to or acquiesces in the appointment of a trustee
          in bankruptcy, receiver, receiver and manager, interim receiver,
          custodian, sequestrator or other person with similar powers of itself
          or of all or any portion of its assets which is, in the opinion of the
          Holder, material; files a petition or otherwise commences any
          proceeding seeking any reorganization, arrangement, composition,
          administration or readjustment under any applicable bankruptcy,
          insolvency, moratorium, reorganization or other similar law affecting
          creditors' rights; commits an act of bankruptcy under a Bankruptcy
          Law; is adjudicated insolvent under a Bankruptcy Law, or admits in
          writing its inability to pay its debts as they become due; or consents
          to, or acquiesces in, the filing of such assignment, proposal, relief,
          petition, proposal, appointment or proceeding or takes any action to
          authorize or effect any of the foregoing.

9.3  Automatic Acceleration

     Upon the occurrence of an Event of Default in paragraphs 9.2(b) or 9.2(c),
all of the Obligations for the payment of any money hereunder (including the
Principal Amount and

                                    XIII-10



interest thereon) shall automatically be and become immediately due and payable
without presentment, demand or notice of any kind, all of which are hereby
waived by the Debtor.

9.4  No Waiver

     No delay by or omission of the Holder in exercising any right or power
accruing upon any Event of Default shall impair any such right or power or shall
be construed to be a waiver of any such default or acquiescence therein, and no
act or omission of the Holder shall extend to or be taken in any manner
whatsoever to affect any subsequent default hereunder or the rights resulting
therefrom.

9.5  Other Rights on Default

     Nothing in this Article shall be construed as limiting any other rights or
remedies that the Holder may have against the Debtor for breach of any covenant,
representation or warranty contained in this Debenture.

                                   ARTICLE 10
                                    REMEDIES

10.1 Remedies

     Upon the occurrence of an Event of Default, the lien hereof shall
immediately become enforceable without further notice or demand. If the lien
hereof becomes enforceable and the Holder has determined to enforce the same,
the Holder may itself (or through an agent) to the fullest extent permitted by
Applicable Law, and a Receiver appointed by the Holder pursuant to Section 10.2
hereof may:

     (a)  possession of Mortgaged Property and power of entry: take possession
          of the Mortgaged Property at such place or places where it may be
          situate to the exclusion of the Debtor and to that end the Debtor
          agrees that the Holder or Receiver may at any time enter upon lands
          and premises comprising the Mortgaged Property or where the Mortgaged
          Property may be found for the purpose of taking possession of and/or
          removing the Mortgaged Property, without being liable to the Debtor by
          reason of such entry. In the event that the Holder or Receiver takes
          possession of the Mortgaged Property, it shall have the right to
          seize, repossess and maintain the same upon the premises on which the
          Mortgaged Property may then be situate without removal to other
          premises, and may dispose of the same from such premises;

     (b)  power of disposition: sell, lease or otherwise dispose of the
          Mortgaged Property either as a whole or in separate parcels, units or
          parts, by public sale (including public auction) or private or closed
          tender or by private contract, with only those notices, if any, as are
          required by Applicable Law, and with or without advertising and
          without any other formality (except as otherwise required by
          Applicable Law), and such sale, lease or disposition shall be on such
          terms and conditions as to title, credit or deferred payment and
          otherwise and as to upset or reserve bid or price as may seem
          advantageous to the Holder or Receiver, and the Holder or Receiver
          shall not be required to accept the highest or any bid or tender at
          any public sale. If such sale, lease or disposition is made in whole
          or in part on credit

                                    XIII-11



          or deferred payment, there need only be applied against the
          Obligations the actual cash received from time to time. The Holder may
          itself purchase or lease the Mortgaged Property free from any right of
          redemption on the part of the Debtor, unless prohibited from doing so
          by Applicable Law. The Holder or Receiver may rescind or vary any
          contract for the sale, lease or other disposition of the Mortgaged
          Property and may resell or re-lease without being answerable for any
          loss occasioned thereby, and may delay any disposition of the
          Mortgaged Property in whole or in part;

     (c)  carrying on business: carry on or concur in the carrying on, or cease
          the carrying on, of all or any part of the business or undertaking of
          the Debtor and receive all proceeds, rents, revenues, profits and any
          other income thereof, and enter into any contract it deems reasonable,
          and may to the exclusion of the Debtor enter upon, occupy and use all
          or any of the premises, buildings, plants and undertakings of or
          occupied or used by the Debtor and may use any or all of the
          machinery, equipment, tools and other assets of the Debtor for such
          time as the Holder or Receiver sees fit, free of charge from the
          Debtor, to carry on the business of the Debtor and, if applicable, to
          produce or manufacture or complete the production or manufacture of
          any resources or products, to pack and ship or transport the resources
          or products, to employ and discharge any Persons upon such terms and
          remuneration as it deems appropriate, and generally to have the same
          rights and powers as the Debtor would have in carrying on such
          business were it not in default hereunder;

     (d)  pay encumbrances: pay all or any part of any indebtedness of the
          Debtor, whether prior to or subordinate to the lien hereof, with any
          such payment being included in the expenses of realization of the
          Holder in (i) below;

     (e)  foreclosure: foreclose (by either an order for foreclosure or an order
          for judicial sale) upon the Mortgaged Property pursuant to Applicable
          Law;

     (f)  deal with Mortgaged Property: obtain, hold, maintain, release to third
          parties, repair, replace, substitute, protect, preserve, process,
          prepare, or otherwise deal with the Mortgaged Property in such manner,
          upon such terms and conditions and at such time or times as may seem
          advisable to the Holder or Receiver without notice to the Debtor
          (except as otherwise required by Applicable Law);

     (g)  file proofs of claim: file such proofs of claim and other documents as
          may be necessary or advisable in order to prove the claim of the
          Holder in any bankruptcy, proposal, reorganization, arrangement,
          winding-up or other proceeding relating to the Debtor or its property;

     (h)  commence actions: commence and proceed with any actions or judicial
          proceedings seeking such legal and/or equitable remedies as the Holder
          or Receiver deems advisable to protect and enforce its rights
          hereunder and the Mortgaged Property;

     (i)  expenses of realization: charge on its own behalf and pay to others
          amounts incurred (including reasonable legal fees on a solicitor and
          his own client basis, and Receivers' and accounting fees) in or in
          connection with any dealing with the

                                    XIII-12



          Mortgaged Property or acts in respect thereof referred to in the
          preceding paragraphs, and in connection with the protection and
          enforcement of its rights hereunder (including in connection with
          advice with regard to any of the foregoing). The Holder or Receiver
          may deduct such amounts from the proceeds of realization or may add
          such amounts to the Obligations, whereupon the same shall be payable
          by the Debtor to the Holder on demand and shall bear interest at the
          rate set forth herein in respect of the Principal Amount calculated
          from the date incurred by the Holder or Receiver to the date paid by
          the Debtor and such amounts and such interest shall be secured by the
          lien hereof;

     (j)  credit: purchase on credit, borrow money in the Debtor's name or
          advance its own money on such terms and at such rates as it may deem
          reasonable; and

     (k)  enforcement: otherwise enforce this Debenture by any method permitted
          by Applicable Law.

     To enable the Holder to exercise the powers granted to it hereunder, the
Debtor hereby irrevocably appoints the Holder as its attorney and on its behalf,
during the continuance of an Event of Default, to effect any sale, lease or
other disposition of the Mortgaged Property (including any real property subject
to the lien hereof), and to execute all instruments and deeds, and do all acts,
matters and things that may be necessary or advisable in the name of or on
behalf of the Debtor or otherwise. The power of attorney hereby granted shall be
effective upon the lien hereof becoming enforceable and the Holder having
determined to enforce the same. Any deed, lease, agreement or other instrument
required to be signed under seal and signed by the Holder under its seal
pursuant hereto shall have the same effect as if it were signed under the
corporate seal of the Debtor. The Holder shall have full power of substitution,
and may provide the Receiver with the power to exercise such rights as attorney
hereunder, and may at any time revoke any such substitution.

     In exercising any of its powers under this Debenture, the Holder, and any
Receiver appointed pursuant to Section 10.2, may act through its officers,
employees, agents, solicitors, or substitute attorneys.

10.2 Private or Court-Appointed Receiver

     (a)  Private appointment: The Holder may, at any time after the lien hereof
          has become enforceable and whether or not the Holder shall itself or
          through its officers, employees, agents or solicitors have taken
          possession of the Mortgaged Property or taken any other actions or
          steps with regard thereto, appoint by instrument in writing a Receiver
          over all or any portion of the Mortgaged Property. Any such Receiver
          shall have all of the powers, remedies and rights set forth in Section
          10.1, and the powers, remedies and rights of the Holder hereunder, in
          addition to those possessed by a receiver or receiver-manager, as
          applicable, at law or in equity, unless any of such powers, remedies
          and rights are expressly limited in the instrument appointing the
          Receiver or in amendments thereto. The Holder may appoint one or more
          Receivers hereunder and may remove any such Receiver or Receivers and
          appoint another or others in his or their stead from time to time. Any
          Receiver so appointed may be an officer or employee of the Holder. Any
          Receiver appointed by the Holder need not be

                                    XIII-13



          appointed or supervised in any way by a court, and may be appointed
          with or without bond or security. The Holder may from time to time fix
          the remuneration of every such Receiver, and direct the payment
          thereof out of the Mortgaged Property or the proceeds thereof in
          priority to payment of the Obligations.

     (b)  Receiver's certificates: A Receiver appointed pursuant to paragraph
          (a) may, with the consent in writing of the Holder, borrow money for
          the maintenance, protection or preservation of the Mortgaged Property
          or for the carrying on of the business or undertaking of the Debtor,
          and any Receiver may issue certificates (in this paragraph called
          "Receiver's Certificates"), for such amounts as will in the opinion of
          the Holder be sufficient for obtaining upon the security of the
          Mortgaged Property the amounts from time to time required, and such
          Receiver's Certificates may be payable either to order or bearer and
          may be payable at such time or times as the Holder may consider
          expedient, and shall bear such interest as shall therein be provided
          and the Receiver may sell, deposit, pledge or otherwise dispose of the
          same in such manner as the Holder may consider advisable and may pay
          such commission on the sale thereof as the Receiver may consider
          reasonable, and the amounts from time to time payable by virtue of
          such Receiver's Certificates shall at the option of the Holder be
          entitled to the security of the lien hereof in priority to the
          Obligations.

     (c)  Indemnity: Any Receiver appointed pursuant to paragraph (a) shall so
          far as concerns responsibility for its acts be deemed to be the agent
          of the Debtor, and the Holder shall not be responsible for any
          misconduct or negligence on the part of any such Receiver. The Debtor
          shall indemnify and save harmless the Holder from and against any and
          all costs, charges, demands, damages, liabilities, claims and actions
          whatsoever and howsoever suffered or incurred by the Holder as a
          result of the acts of any such Receiver, save and except those costs,
          charges, demands, damages, liabilities, claims and actions arising out
          of the wilful misconduct or gross negligence on the part of any such
          Receiver.

     (d)  Court appointment: The Holder may, in its sole discretion, either
          before or after the private appointment of a Receiver hereunder,
          institute proceedings in any court of competent jurisdiction for the
          appointment of a Receiver of the Mortgaged Property, and in such case
          the Receiver shall have the powers expressed in the order appointing
          it, as such order may be varied from time to time.

     (e)  Power of directors: Upon the appointment of any Receiver, all powers,
          functions, rights and privileges of the directors of the Debtor with
          respect to the Mortgaged Property shall cease unless specifically
          continued by the written consent of the Holder.

10.3 Appointment of Consultant

     If the Holder in good faith believes that (a) the prospect of payment or
performance of the Obligations by the Debtor is or is about to be impaired, or
(b) the Mortgaged Property or the lien hereof is or is about to be placed in
jeopardy, then, if an Event of Default exists, the Holder may (without prejudice
to any other remedies it may have from time to time), on 2 Business Days'

                                    XIII-14



notice to the Debtor, engage a consultant or monitor for the purposes of
reviewing the Debtor's businesses, affairs and prospects, and reporting to the
Holder on any matter relating thereto. The Debtor hereby authorizes any such
consultant or monitor so appointed to enter onto the business premises of the
Debtor and any other premises in which the Debtor is entitled to enter onto, and
to inspect any of the Debtor's books, records, information systems or property
for such purpose, and the Debtor shall make available its senior officers and
employees to assist such consultant or monitor in performing its duties. The
reasonable costs and expenses of such consultant shall be for the account of the
Debtor and shall be payable by the Debtor to the Holder on demand and shall bear
interest at 2% over the Prime Rate, calculated from the date incurred by the
Holder to the date paid by the Debtor and such amounts and such interest shall
be secured by the lien hereof.

10.4 Dealing with Security

     (a)  The Holder may grant renewals, extensions of time and other
          indulgences, take, release and give up securities, accept
          compositions, grant releases and discharges, perfect or fail to
          perfect any securities, release the Mortgaged Property to third
          parties and otherwise deal or fail to deal with the Debtor, debtors of
          the Debtor, guarantors, sureties and others and with the Mortgaged
          Property and other securities as the Holder may see fit, all without
          prejudice to the liability of the Debtor to the Holder or the Holder's
          rights and powers under this Debenture.

     (b)  Nothing in this Debenture shall be construed as requiring the Holder
          to exercise all or any of its possession or realization rights
          hereunder in respect of all or any particular part of the Debtor's
          property as the Holder may determine in its sole discretion, and the
          Holder may specifically elect not to take possession or control over,
          or appoint a Receiver in respect of, any such assets while exercising
          any or all remedies available to it in respect of any other Mortgaged
          Property. Without limiting the generality of the foregoing, the Holder
          may elect to exercise its possession and realization rights against
          the Debtor's personal property and not its real property, or any
          particular portion of such real property, without prejudice to its
          ability to subsequently assert such rights. The Holder may also, of
          its own volition, release or discharge from the lien hereof any
          Mortgaged Property that it desires to release to the Debtor, and the
          Debtor covenants to accept such release and execute any
          acknowledgements as the Holder may require in respect thereof.

10.5 Cash Collateral Account

     The Holder may, in the course of enforcing the lien hereof, upon and during
the continuance of an Event of Default, when in its sole discretion it considers
doing so to be advantageous to it, retain any money in a cash collateral account
maintained by it, such cash collateral account to be subject to the lien hereof,
and amounts so retained ultimately to be applied (with any accrued interest) to
the Obligations.

10.6 Validity of Sale

     No Person dealing with the Holder or any Receiver shall be concerned to
inquire whether the lien hereof has become enforceable or whether the powers
which the Holder or any Receiver is purporting to exercise have become
exercisable or whether any money remains due on the security of the Mortgaged
Property or as to the necessity or expedience of the stipulations and

                                    XIII-15



conditions subject to which any sale, lease or other disposition shall be made
or otherwise as to the propriety or regularity of any sale or any other dealing
by the Holder with the Mortgaged Property or to see to the application of any
moneys paid to the Holder or Receiver.

10.7 Rights and Remedies in Addition

     Each and every right, remedy and power conferred by this Article is in
supplement of and in addition to and not in substitution for any other right,
remedy or power the Holder or any Receiver may have from time to time under this
Article or elsewhere in this Debenture, or in any other agreement or under
Applicable Law at the time of the exercise of such right, remedy or power. The
Holder or Receiver may, when so entitled, proceed by way of any action, suit,
remedy or other proceeding at law or in equity (including specific performance
of any covenant and injunctions against violations of any covenant) and no such
remedy for the enforcement of the rights of the Holder or Receiver shall be
exclusive of or dependent on any other such remedy. Any one or more of such
remedies may from time to time be exercised separately or in combination and in
particular the power of sale and other realization remedies contained herein may
be exercised without the Holder entering into possession of or exercising
control over the Mortgaged Property. Notwithstanding the foregoing, the Holder
shall not be bound to deal with the Mortgaged Property, to exercise any right or
remedy as aforesaid, or to preserve rights against other Persons.

10.8 Automatic Crystallization; Restoration

     (a)  At any time after the floating charge security created by Section
          4.1(b) becomes enforceable, the Holder may, by notice in writing to
          the Debtor, to the extent permitted by Applicable Law, crystallize and
          fix such floating charge (i) on all of the property subject thereto,
          or (ii) if the notice so stipulates, on any part thereof described in
          the said notice, without any requirement for further intervention by
          the Holder (whether by the taking of possession, the appointment of a
          Receiver or otherwise), but without in any way limiting the powers,
          rights and remedies of the Holder hereunder in respect of the
          Mortgaged Property.

     (b)  To the extent permitted by Applicable Law, but not in limitation of
          any occurrences that at law cause a floating charge security to
          crystallize or become fixed, the Debtor agrees that the floating
          charge security created by Section 4.1(b) shall crystallize and become
          fixed immediately and without any requirement for any notice or
          intervention on the part of the Holder, if any Event of Default in
          paragraphs 9.2(b) or 9.2(c) occurs.

     (c)  At any time after the floating charge security created by Section
          4.1(b) is crystallized (whether by operation of law, by notice
          pursuant to paragraph (a), automatically pursuant to paragraph (b), by
          the intervention of the Holder or a Receiver or otherwise), the Holder
          may, by notice to the Debtor in writing, to the extent permitted by
          Applicable Law, restore (or, if a Receiver has been privately
          appointed by the Holder, cause such Receiver to restore) to the Debtor
          the Mortgaged Property which shall have become subject to a fixed
          charge by reason of the crystallization of the floating charge freed
          from such crystallized charge, whereupon such Mortgaged Property shall
          again be subject to the floating charge security created by Section
          4.1(b) as fully and to the same extent as though no

                                    XIII-16



          crystallization had occurred, without prejudice to the right of the
          Holder to exercise any further or subsequent remedies in respect
          thereof, including the crystallization of such floating charge to
          which such property again became subject by virtue of this provision.

10.9 BIA Notice

     Notwithstanding any period of time provided to the Debtor to remedy
Potential Events of Default, as provided in Section 10 of the Credit Agreement,
the Holder may, to the extent permitted by Applicable Law, contemporaneously
with or during any such period, give the Debtor the Notice of Intention to
Enforce Security required by the Bankruptcy and Insolvency Act (Canada), as
amended, it being the intention of the parties that, at the Holder's option, the
period to cure defaults, and then the 10-day period of the Notice of Intention
to Enforce Security, may run concurrently.

10.10 Trust During Stay

     The Debtor acknowledges that if a stay of proceedings is issued against the
Debtor pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies'
Creditors Arrangements Act (Canada) or any other similar law, the Holder would
be irreparably harmed and materially prejudiced if any proceeds of the Mortgaged
Property were used for any purpose other than the repayment of the debts secured
hereby, and the Debtor hereby acknowledges and agrees that any proceeds of the
Mortgaged Property received by the Debtor while such stay is in effect shall be
received and held by the Debtor in trust for the Holder.

                                   ARTICLE 11
                             LIMITATION OF LIABILITY

11.1 Limitation of Liability

     (a)  Subject to paragraph (c), the Holder and any Receiver shall not be
          liable, accountable or responsible for any loss or damage suffered or
          incurred by the Debtor as a result of:

          (i)  the failure by the Holder or a Receiver to exercise any rights or
               remedies provided for herein, or to exercise any right or remedy
               in lieu of any other right or remedy; or

          (ii) the taking and maintaining of possession by the Holder or a
               Receiver of the Mortgaged Property pursuant to the terms of this
               Debenture, or the carrying on of the business of the Debtor as
               herein provided.

     (b)  Subject to paragraph (c), the Holder and any Receiver shall not be
          liable, accountable or responsible:

          (i)  to account as mortgagee in possession or otherwise upon entry
               into possession hereunder, other than for actual receipts;

          (ii) to observe or perform, or to see to the observance or performance
               by the Debtor of any agreements or obligations to which the
               Debtor is a party or

                                    XIII-17



               by which it is bound, whether before or during any period when
               the Holder or a Receiver has entered into possession hereunder;

          (iii) for loss or damage to the Mortgaged Property while in the
               possession of the Holder or a Receiver (except to the extent
               caused by the gross negligence or wilful misconduct of the Holder
               or a Receiver), the risk of which is hereby expressly agreed to
               be on the Debtor;

          (iv) to keep the Mortgaged Property identifiable or separate from
               other property which it owns or holds, whether fungible or not,
               while in the possession of the Holder or a Receiver; or

          (v)  in the case of chattel paper, a security or an instrument in the
               possession of the Holder or Receiver, to take any steps to
               preserve rights against other Persons.

     (c)  Notwithstanding any exclusion or limitation herein contained, to the
          extent that the provisions of any statute impose a duty or onus upon a
          Person or restrict his rights or remedies in relation hereto, and such
          provisions are under Applicable Law incapable of waiver or variance by
          the Debtor, the provisions of such Applicable Law shall govern and the
          affected provisions hereof shall be deemed to be amended to the extent
          necessary to give effect to such Applicable Law without in any way
          affecting any other provision hereof.

                                   ARTICLE 12
                                     SET-OFF

12.1 Payment Free from Equities

     The Obligations shall be paid by the Debtor, and may be assigned by the
Holder in accordance with the terms of the Credit Agreement, absolutely free and
clear of all equities, rights of set-off, claims, defences, counterclaims,
rights or other matters whatsoever, whether existing between the Holder or any
Person for whom the Holder acts as agent hereunder and the Debtor and/or any
third parties or intermediate holders, and whether now existing or hereafter
arising (before or after notice to the Debtor of any assignment) which could
impair or adversely affect in any way the entitlement of the Holder to enforce
the Obligations strictly in accordance with the terms and provisions hereof.

12.2 Set-off

     Any indebtedness owing by the Holder to the Debtor (whether matured or not,
and in any currency) may, during the existence of an Event of Default, be
set-off and applied by the Holder against the Obligations without demand upon or
notice to any Person.

                                    XIII-18



                                   ARTICLE 13
                             EXPENSES AND INDEMNITY

13.1 Expenses

     The Debtor shall pay to the Holder all reasonable out-of-pocket costs and
expenses, including all reasonable legal fees (on a solicitor and his own client
basis) and consultants' fees and other expenses incurred by the Holder from time
to time in the documentation, preparation, negotiation, execution, registration,
enforcement, realization and collection of or in respect of this Debenture
(including all charges incurred in respect of the Mortgaged Property and
obtaining any reports or evaluations in respect thereof and all costs and
expenses associated with considering the provision of consents, waivers or other
acknowledgements hereunder). All such amounts shall become part of the
Obligations, and shall be payable by the Debtor on demand, shall bear interest
at 2% over the Prime Rate calculated from the date incurred by the Holder to the
date paid by the Debtor, and such amounts and interest shall be secured by the
lien hereof. This provision shall not be construed to limit any other provisions
of this Debenture dealing with the charge-back to the Debtor of expenses
incurred by the Holder.

13.2 Indemnity

     The Debtor shall indemnify the Holder against any loss, costs, claims,
actions, suits, damages, expenses or liabilities of any and every kind which the
Holder may sustain or incur (directly or indirectly) as a consequence of a
default by the Debtor in the payment or performance of any Obligations,
including any representation or warranty made herein by the Debtor being
incorrect at the time it was made or deemed to have been made, the failure by
the Debtor to comply with any of its covenants hereunder, or the occurrence of
any other default or Event of Default, except to the extent caused by the gross
negligence or wilful misconduct of the Holder. The indemnities in this
Debenture, including this Section, shall extend to the officers, directors,
employees, agents and assignees of the Holder and, for certainty, those for whom
the Holder acts as agent hereunder, and the Debtor will hold the benefit of
these indemnities in trust for such indemnified parties to the extent necessary
to give effect hereto. All such indemnities shall survive the discharge of this
Debenture.

                                   ARTICLE 14
              INTEREST ON OVERDUE AMOUNTS; CALCULATION OF INTEREST

14.1 Interest

     (a)  The Debtor shall pay interest on all unpaid amounts of principal and
          interest hereunder (including interest on overdue interest), on
          demand, from the date such unpaid amount is due until such unpaid
          amount is paid in full, calculated at the same rate per annum provided
          herein in respect of the Principal Amount. The Debtor shall pay
          interest on all other unpaid amounts, on demand, from the date such
          unpaid amount is due until such unpaid amount is paid in full,
          calculated at 2% over the Prime Rate.

     (b)  In no event shall any interest or fee to be paid hereunder exceed the
          maximum rate permitted by Applicable Law. In the event any such
          interest rate or fee exceeds such maximum rate, such rate shall be
          adjusted downward to the highest rate (expressed as a percentage per
          annum) or fee that the parties could validly

                                    XIII-19



          have agreed to by contract on the date hereof under Applicable Law. It
          is further agreed that any excess actually received by the Holder
          shall be credited against the Principal Amount or, if the Principal
          Amount shall have been or would thereby be paid in full, the remaining
          amount shall be credited to the Debtor.

     (c)  All interest (including interest on overdue interest) payable by the
          Debtor to the Holder hereunder shall accrue from day to day, computed
          as provided herein, and shall be payable after as well as before
          maturity, demand, default and judgment.

                                   ARTICLE 15
                                EFFECTIVE NOTICE

15.1 Notice

     Any notice, communication or demand to be made or given hereunder shall be
in writing and may be made or given by personal delivery or by facsimile or
other electronic means of communication addressed as follows:

To the Debtor:

     Acheson Industrial Park #2
     53016 - Highway 60
     Spruce Grove, Alberta T7X 3G7

     Attention:President
     Facsimile:(780) 960-7103

To the Holder:

     Royal Bank of Canada
     P.O. Box 50, 200 Bay Street
     Royal Bank Plaza
     12th Floor, South Tower
     Toronto, Ontario M5J 2W7

     Attention: Manager Agency
     Facsimile: (416) 842-4023

or to such other address or facsimile number as any party may from time to time
notify the other in accordance with this Section. Any notice, communication or
demand made or given by personal delivery during usual business hours at the
place of receipt on a Business Day shall be deemed to have been given on the day
of actual delivery thereof. Any notice, communication or demand made or given by
personal delivery after usual business hours on a Business Day or by facsimile
or other electronic means of communication shall be deemed to have been given on
the first Business Day following the transmittal thereof.

                                    XIII-20



                                   ARTICLE 16
                                  MISCELLANEOUS

16.1 No Merger

     Neither the taking of any judgment nor the exercise of any power of seizure
or sale shall operate to extinguish the liability of the Debtor to make payment
of, or to satisfy the Obligations, nor shall the acceptance of any payment or
alternate security constitute or create any novation, and the taking of a
judgment or judgments under any of the covenants herein contained shall not
operate as a merger of such covenants.

16.2 No Discharges Unless Specifically Provided

     No postponement or partial release or discharge of the lien hereof in
respect of the Mortgaged Property shall in any way operate or be construed to
release or discharge the security hereby constituted in respect of the Mortgaged
Property which is not released or discharged, or to release or discharge the
Debtor from its liability to the Holder to fully pay and satisfy the
Obligations.

16.3 Payments or Deliveries Due on Non-Business Days

     (a)  If any payment to be made by the Debtor hereunder shall become due and
          payable on a day which is not a Business Day, such payment shall be
          made on the immediately following day which is a Business Day, and any
          extension of time shall in such case be included in computing interest
          payable hereunder relating to such payment. All payments due hereunder
          shall be made in immediately available funds before 12:00 p.m.,
          Toronto time, on the due date, and if made after 12:00 p.m., Toronto
          time, shall be deemed to have been made on the next Business Day.

     (b)  If any notice, certificate or other document is required to be
          delivered by the Debtor hereunder on a day which is not a Business
          Day, such delivery may be made on the immediately following day which
          is a Business Day.

16.4 Governing Law

     (a)  THIS DEBENTURE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
          THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
          PROVINCE OF ALBERTA AND THE LAW OF CANADA APPLICABLE THEREIN.

     (b)  The Debtor agrees that the courts of Alberta shall have jurisdiction
          to hear and determine any suit, action or proceeding and to settle any
          disputes which may arise out of or in connection with the aforesaid
          documents and it irrevocably submits to the non-exclusive jurisdiction
          of such courts, without prejudice to the rights of the Holder to take
          proceedings in any other jurisdictions, whether concurrently or not.

     (c)  The Debtor agrees that final judgment in any such suit, action or
          proceeding brought in such courts shall be conclusive and binding upon
          it and may be

                                    XIII-21



          enforced against it in the courts of Canada (or any other courts to
          the jurisdiction of which it or its property is subject) by a suit
          upon such judgment, provided that it does not waive any right to
          appeal any such judgment, to seek any stay or otherwise to seek
          reconsideration or review of any such judgment.

16.5 Assignment by Debtor

     The Debtor shall not and cannot assign its Obligations under this
Debenture, or take any steps or enter into any transaction of any nature which
would have that effect (except as expressly permitted by the Credit Agreement
or, following termination of the Credit Agreement, any Lender Hedge Agreement),
without the prior written consent of the Holder, which may be arbitrarily
withheld. Subject thereto, all Obligations of the Debtor hereunder shall bind
the Debtor and its successors and assigns.

16.6 Time of Essence

     Time is of the essence of this Debenture.

16.7 Copy Received

     The Debtor acknowledges having received and retained a copy of this
Debenture.

16.8 Waiver of Right to Receive Copy of Statements

     To the extent permitted by Applicable Law, the Debtor waives any right it
now has or hereafter may have to receive from the Holder a copy of any financing
statement in which the Debtor is named as a debtor, or a copy of statements used
by a personal property security registry to confirm registration of financing
statements.

16.9 Waiver of Presentment

     Except as provided herein and to the extent permitted by Applicable Law,
the Debtor waives presentment of this Debenture for payment, diligence, notice
of non-payment, protest and notice of protest.

16.10 Severability

     If one or more of the provisions of this Debenture is, or is adjudged to
be, invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby, and such invalid, illegal or unenforceable
provision shall, to the extent permitted at law, be severable.

16.11 Security in Addition

     The security hereby constituted is not in substitution for any other
security for the Obligations, or for any other agreement between the parties
whether or not creating any Lien in the Mortgaged Property whether heretofore or
hereafter made, and such security and such agreement shall be deemed to be
continued and not affected hereby unless expressly provided to the contrary in a
writing signed by the Debtor and the Holder. The taking of any action or
proceedings or refraining from so doing, or any other dealing with any other
security for the Obligations or any part thereof shall not release or affect the
lien hereof and none of the creation

                                    XIII-22



of this Debenture nor the taking of any proceedings hereunder or thereunder for
the realization of the security hereby constituted shall release or affect any
other security held by the Holder for the payment or performance of the
Obligations, but upon the permanent payment in full of the Obligations, this
Debenture shall be released and discharged.

16.12 Waivers and Consents

     No waiver of any provision hereof, or consent to any action or inaction
shall be effective unless the same is in writing and signed by the party
granting the same. Such waivers and consents shall not extend to any matters
other than those in respect of which the same were given, and the same may be
subject to such conditions as the party giving the same may stipulate.

16.13 Further Assurances

     (a)  The Debtor shall promptly cure any defect by it in the execution and
          delivery of this Debenture, upon demand by the Holder.

     (b)  The Debtor, at its expense, shall promptly deliver to the Holder, upon
          request by the Holder in writing, all such other and further
          documents, agreements, opinions, certificates and instruments
          (executed, as necessary) in order to give effect to the covenants and
          agreements of the Debtor in this Debenture, and shall make any
          recording, file any notice or obtain any consent in connection
          therewith, all as may be reasonably necessary or appropriate in
          connection therewith.

16.14 Covenants Regarding Saskatchewan Laws

     The Debtor agrees with the Holder that:

     (a)  the Land Contracts (Actions) Act (Saskatchewan) shall have no
          application to any action as defined in such Act, with respect to any
          mortgage given by the Debtor under this Debenture; and

     (b)  the Limitation of Civil Rights Act (Saskatchewan) shall have no
          application to:

          (i)  this Debenture;

          (ii) any indenture, instrument or agreement entered into by the Debtor
               at any time hereafter, supplemental or ancillary to or in
               implementation of this Debenture and involving the payment by the
               Debtor of money, or the liability of the Debtor to pay money;

          (iii) any Lien for the payment of money made, given or created by this
               Debenture or by any indenture, instrument or agreement referred
               to in paragraph (b)(ii);

          (iv) any instrument or agreement entered into by the Debtor at any
               time hereafter, renewing or extending or collateral to this
               Debenture, renewing or extending or collateral to any indenture,
               instrument or agreement

                                    XIII-23



               referred to in paragraph (b)(ii), or renewing or extending or
               collateral to any Lien referred to in paragraph (b)(iii); or

          (v)  the rights, powers or remedies of the Holder under this Debenture
               or under any Lien or indenture, instrument or agreement referred
               to or mentioned in paragraphs (b)(i) to (iv), inclusive.

16.15 British Columbia Land Title Act

     For all purposes, including any application to register a crystallized
floating charge under the Land Title Act (British Columbia) against any real
property, the floating charge created by this Debenture shall be crystallized
and become a fixed charge upon the earliest of:

     (a)  the occurrence of an event described in paragraphs 9.2(b) or 9.2(c)
          hereof, or

     (b)  the Holder making any declaration for payment pursuant to paragraph
          9.1 hereof, unless the Holder otherwise states at that time; or

     (c)  the Holder taking any action pursuant to this Debenture to enforce and
          realize upon the lien hereof;

and in any event upon the appointment by the Holder of a Receiver pursuant to
this Debenture.

16.16 Land Titles Act (Alberta), Real Property Act (Manitoba), Land Titles Act,
      2000 (Saskatchewan) and Equivalent Provisions of Other Applicable Law

     Without limiting the provisions of this Debenture and for the better
securing to the Holder of this Debenture the repayment in manner aforesaid of
the principal amount and interest and other charges, money and Mortgaged
Property secured by this Debenture, the Debtor does hereby mortgage to the
Holder all the Debtor's estate and interest in the Mortgaged Property.

16.17 Composite Mortgage

     This Debenture is a composite mortgage and security agreement covering the
property of the Debtor located in the various Provinces of Canada and elsewhere
and, as to portions of the property located in such separate jurisdictions, this
Debenture shall be a separate mortgage and security agreement enforceable
against the Debtor without regard to the application of this Debenture to
portions of the Mortgaged Property located in other jurisdictions. All
provisions hereof shall be applicable separately to the portions of the property
located in each separate jurisdiction with the same effect as if a separate
mortgage and security agreement with respect thereto had been executed and
delivered. Upon the reasonable request of the Holder, the Debtor shall prepare
at its expense a separate mortgage and security agreement covering the portion
of the property located in any such jurisdiction or jurisdictions, such separate
mortgage and security agreement to be substantially in the form of this
Debenture except for such modifications as shall be required by the fact that
such mortgage and security agreement relates only to the property of the Debtor
located in such jurisdiction or jurisdictions or as may be required by the
Holder in connection therewith. The Debtor hereby agrees to execute and deliver
to the Holder all such separate mortgage and security agreements which may be so
requested in form and substance satisfactory to the Holder, and at the request
of the Holder, but at the expense of the Debtor, the Debtor shall ensure the
recordation, registration and filing, and keep recorded, registered and

                                    XIII-24



filed, such separate mortgage and security agreements to the extent required
hereby, so as to make the same valid, binding and enforceable obligations of the
Debtor and to make effective the Lien created hereby and thereby.

16.18 Holder Not Bound To Advance

     Neither the execution and delivery nor the registration of this Debenture
shall in itself for any reason whatsoever obligate or bind the Holder to advance
any moneys or, having advanced a portion, in itself obligate the Holder in any
way to advance the balance or any portion thereof, but nevertheless the lien
hereof shall take effect forthwith upon execution of this Debenture and shall
operate as security for the Obligations.

16.19 Holder Exclusively Entitled

     The Holder of this Debenture from time to time will be regarded as
exclusively entitled to the benefit of this Debenture, and all Persons may act
accordingly.

16.20 Discharge

     Once the Debtor has permanently and indefeasibly satisfied all of the
Obligations, the Holder shall, at the written request and expense of the Debtor,
discharge the lien hereof and execute and deliver to the Debtor such deeds or
other instruments as shall be required to give effect to such discharge, other
than those Obligations which by the terms hereof survive such discharge and any
termination.

16.21 Debenture Lost Or Stolen

     If this Debenture is mutilated, lost, stolen or destroyed, the Debtor
shall, upon being furnished with evidence satisfactory to it (acting reasonably)
of such mutilation, loss, theft or destruction, issue and deliver a new
Debenture of like date and tenor as the one mutilated, lost, stolen or
destroyed, in exchange for, in place of and upon cancellation of the mutilated
Debenture, or in lieu of or in substitution for the lost, stolen or destroyed
Debenture.

[Insert the following provision into the Debentures of NACG Acquisition Inc. and
North American Construction Group Inc.:

16.22 Amalgamation of Debtor

     The Debtor acknowledges and agrees that (a) forthwith upon consummation of
the Acquisition and following execution of this Debenture, it will amalgamate
with [NACG Acquisition Inc./North American Construction Group Inc.], with the
continuing corporation being North American Construction Group Inc. ("Amalco"),
and (b) immediately upon the issuance of the Certificate of Amalgamation by
Industry Canada, the Debtor's obligations under this Debenture shall continue as
obligations of Amalco, and the property of the Debtor immediately prior to the
amalgamation shall continue to be the property of Amalco and subject to the lien
hereof, Amalco shall be the Debtor hereunder and a party hereto for all purposes
and this Debenture shall remain in full force and effect.

                                    XIII-25



IN WITNESS WHEREOF the Debtor has executed this Debenture.

                                    _


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    XIII-26



                          SCHEDULE "A" TO THE DEBENTURE

                           Real Property Descriptions

   [insert legal descriptions, including leasehold and other interests in the
                            real property security]

                                    XIII-27



                          SCHEDULE "B" TO THE DEBENTURE

                        Serial Number Goods Descriptions

                    [insert descriptions and serial numbers]

                                    XIII-28



                                   EXHIBIT XIV
                               TO CREDIT AGREEMENT

                FORM OF SECURITIES PLEDGE AGREEMENT FOR HOLDINGS

                           SECURITIES PLEDGE AGREEMENT

THIS AGREEMENT made as of November 26, 2003

AMONG:

        NACG PREFERRED CORP., a corporation under the laws of Canada
        (hereinafter referred to as the "Pledgor")

                                     - and -

        ROYAL BANK OF CANADA, for itself and as agent for and on behalf of the
        Lenders and the Swap Lenders (hereinafter referred to as the
        "Administrative Agent")

                                     - and -

        NORTH AMERICAN ENERGY PARTNERS INC., a corporation under the laws of
        Canada (hereinafter referred to as the "Company")

WHEREAS the Pledgor has agreed to pledge the Collateral in order to secure the
payment and performance of the Secured Obligations, for which purpose the
Beneficiaries have appointed and authorized the Administrative Agent to act as
their attorney and agent for purposes of holding certain security granted by the
Pledgor.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the foregoing
recitals, the covenants and agreements herein contained and for other good and
valuable consideration (the receipt and adequacy of which are hereby
conclusively acknowledged), the parties hereto agree as follows:

                                   ARTICLE 1
                                 INTERPRETATION

1.1  Definitions

     In this Agreement, unless something in the subject matter or context
otherwise requires, capitalized terms used herein and not otherwise defined in
this Agreement (including the recitals and the preamble hereto) shall have the
meanings as are ascribed to such terms in the Credit Agreement and, in addition:

     "Agreement" means this agreement, as amended, modified, supplemented or
     restated from time to time in accordance with the provisions hereof.

                                     XIV-1



     "Beneficiaries" means Lenders, the Swap Lender and Royal Bank of Canada,
     for itself and as agent for and on behalf of the Lenders and the Swap
     Lenders from time to time.

     "Certificates" means all certificates and instruments evidencing or
     representing the Pledged Securities.

     "Charge" means the Liens created hereunder.

     "Collateral" has the meaning set forth in Section 2.1.

     "Credit Agreement" means the Credit Agreement dated as of November 26, 2003
     among the Company, as borrower, the Persons party thereto as lenders, Royal
     Bank of Canada, as agent, and the other agents, as amended, supplemented or
     otherwise modified or restated from time to time.

     "Distribution" means:

     (a)  the declaration, payment or setting aside for payment of any dividend
          or distribution on or in respect of any of the Collateral;

     (b)  the payment, distribution or return of any capital of the Company; or

     (c)  the redemption, retraction, purchase, retirement or other acquisition,
          in whole or in part, of any interests in the capital of the Company or
          any securities, instruments, or contractual rights capable of being
          converted into, exchanged or exercised for interests in the capital of
          the Company.

     "Pledged Securities" means all of the shares, options, warrants, rights and
     other securities and equity interests that the Pledgor now has or holds or
     hereafter has, holds, acquires, possesses or becomes entitled to in the
     capital of the Company or its successors.

     "Pledgor Guarantee" means the Guarantee dated as of November 26, 2003 made
     by the Pledgor in favour of the Beneficiaries, as amended, supplemented or
     otherwise modified or restated from time to time.

     "PPSA" means the Personal Property Security Act (Alberta), including the
     regulations thereunder, as now enacted or as the same may from time to time
     be amended, re-enacted or replaced.

     "Secured Obligations" means, collectively and at any time and from time to
     time, all of the obligations, indebtedness and liabilities (present or
     future, absolute or contingent, matured or not) of the Pledgor to the
     Beneficiaries or any of them under the Pledgor Guarantee, whether the same
     are from time to time reduced and thereafter increased or entirely
     extinguished and thereafter incurred again.

     "Transfer Documents" means, with respect to the transfer of Certificates or
     other Collateral, certificate transfers, powers of attorney or other
     instruments of transfer, in each case, executed in blank and in form and
     substance as may be required (from time to time) by the Administrative
     Agent.

                                      XIV-2



1.2  Personal Property Security Act Definitions

     Unless something in the subject matter or context otherwise requires, all
terms defined in the PPSA which are used in this Agreement shall have the
meanings as are ascribed to such terms in the PPSA.

1.3  Interpretation

     In this Agreement:

     (a)  words importing the masculine gender include the feminine and neuter
          genders, corporations, partnerships and other Persons, and words in
          the singular include the plural, and vice versa, wherever the context
          requires;

     (b)  all references to designated Articles, Sections and other subdivisions
          are, unless the context otherwise requires, to be designated Articles,
          Sections and other subdivisions of this Agreement;

     (c)  any reference to a statute will include and will be deemed to be a
          reference to the regulations made pursuant to it, and to all
          amendments made to the statute and regulations in force from time to
          time, and to any statute or regulation that may be passed which has
          the effect of supplementing or superseding the statute referred to or
          the relevant regulation;

     (d)  references herein to any document, instrument or agreement means such
          document, instrument or agreement as originally executed, as modified,
          amended, supplemented or restated from time to time;

     (e)  the word "include(s)" means "include(s), without limitation", and the
          word "including" means "including, but not limited to";

     (f)  any reference to a Person will include and will be deemed to be a
          reference to any Person that is a successor to that Person;

     (g)  "hereof', "hereto", "herein", and "hereunder" mean and refer to this
          Agreement and not to any particular Article, Section or other
          subdivision;

     (h)  the headings are for convenience of reference only, do not form part
          of this Agreement and are not to be considered in the interpretation
          of this Agreement; and

     (i)  any schedule hereto is incorporated by reference and shall be deemed
          to be part of this Agreement.

                                    ARTICLE 2
                                     PLEDGE

2.1  Pledge

     As collateral security for the prompt and complete payment and performance
when due of the Secured Obligations, the Pledgor does hereby pledge,
hypothecate, assign, charge, convey,

                                      XIV-3



set over and transfer unto the Administrative Agent for the benefit of the
Beneficiaries and does hereby grant to the Administrative Agent for the benefit
of the Beneficiaries a continuing security interest in and to, and does hereby
deliver unto the Administrative Agent for the benefit of the Beneficiaries, all
of the right, title and interest of the Pledgor in, to and under the following,
whether now owned or hereafter held, possessed of, entitled to or acquired
(including by way of amalgamation or otherwise) and whether now existing or
hereafter coming into existence (all being collectively referred to herein as
the "Collateral"):

     (a)  the Pledged Securities;

     (b)  all Certificates;

     (c)  all Distributions, whether in shares, other securities, money or
          property, received or receivable upon or in respect of the Pledged
          Securities and all interest payments and money or other property paid
          or payable on account of any return on, or repayment of, capital in
          respect of the Pledged Securities or otherwise distributed or
          distributable in respect thereof or that will in any way be charged
          to, or be payable out of, the capital of the issuer of the Pledged
          Securities in respect thereof;

     (d)  all securities issued in substitution for or in addition to any of the
          foregoing, any Certificates representing or evidencing such
          securities, and all cash, securities, distributions and other property
          at any time and from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all of the
          foregoing;

     (e)  all other property that may at any time be received or receivable or
          otherwise distributed or distributable to the Pledgor in respect of,
          in substitution for, in addition to or in exchange for, any of the
          foregoing; and

     (f)  to the extent not included in the foregoing, all cash and non-cash
          proceeds in respect of the foregoing and all rights and interest of
          the Pledgor in respect thereof or evidenced thereby including all
          money received or receivable from time to time by the Pledgor in
          connection with the sale of any of the foregoing (including all
          proceeds received or receivable in connection with the redemption or
          purchase for cancellation of any of the Pledged Securities).

2.2  Subsequently Acquired Certificates

     Any additional Certificates at any time or from time to time after the date
hereof acquired or otherwise held by the Pledgor (by purchase, distribution or
otherwise) shall form part of the Collateral and the Pledgor will: (a) forthwith
deliver such Certificates to the Administrative Agent endorsed for transfer in
blank and/or accompanied by Transfer Documents duly executed in blank by the
Pledgor, and (b) ensure that all actions required to perfect the security
interest therein of the Administrative Agent under any requirement of law
(including under the PPSA or other Applicable Law) are promptly taken.

                                      XIV-4



2.3  Delivery of Collateral; Registration in Name of the Administrative Agent

     All Certificates shall be endorsed for transfer in blank and/or accompanied
by Transfer Documents duly executed in blank by the Pledgor, all as satisfactory
to the Administrative Agent, and shall be delivered immediately to the
Administrative Agent or its nominee. Such Certificates and the Pledged
Securities represented thereby shall, at the option of the Administrative Agent,
be registered in the name of the Administrative Agent or its nominee upon the
occurrence of an Event of Default.

2.4  Uncertificated Interests

     Notwithstanding anything to the contrary contained in Sections 2.1 and 2.2
above, if any of the Pledged Securities (whether now owned or hereafter
acquired) is not evidenced by a Certificate, the Pledgor shall promptly notify
the Administrative Agent and shall promptly take all actions required to perfect
the Charge under Applicable Law (including under the PPSA). The Pledgor further
agrees to take such actions as the Administrative Agent, acting reasonably,
considers necessary or desirable to effect the foregoing and to permit the
Administrative Agent to exercise any of its rights and remedies hereunder, and
agrees to provide an opinion of counsel satisfactory to the Administrative
Agent, acting reasonably, with respect to any such pledge of uncertificated
interests upon the written request of the Administrative Agent.

2.5  Attachment

     The Pledgor acknowledges that value has been given and agrees that the
security interest granted hereby shall attach when the Pledgor signs this
Agreement and the Pledgor has any rights in the Collateral.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties

     The Pledgor represents and warrants to each of the Beneficiaries as at the
date hereof as follows:

     (a)  the Pledgor is the legal and beneficial owner of and has good title to
          the Collateral free and clear of all Liens other than the Liens
          constituted by the Collateral Documents (and other Permitted
          Encumbrances) and all of the Pledged Securities have been validly
          issued and are outstanding as fully paid and non-assessable shares;

     (b)  the Pledgor's entire interest in the capital of the Company as of the
          date hereof is accurately described in Schedule A hereto;

     (c)  this Agreement creates a valid security interest in all of the
          Pledgor's Collateral securing the payment of all the Secured
          Obligations. The Pledged Securities pledged by the Pledgor hereunder
          are, and any securities pledged in substitution therefor or in
          addition thereto will be, duly and validly pledged hereunder in
          accordance with Applicable Law;

                                      XIV-5



     (d)  the Pledgor has the right to pledge the Collateral as herein provided;
          and

     (e)  the Pledgor is not a party to any outstanding agreement, option or
          contract to sell or otherwise dispose of all or any portion of the
          Collateral.

     The representations and warranties set out in this Agreement shall survive
the execution and delivery of this Agreement notwithstanding any investigations
or examinations which may be made by any of the Beneficiaries or their legal
counsel. Such representations and warranties shall survive until this Agreement
has been terminated and discharged in accordance with the Credit Agreement.

                                    ARTICLE 4
                DEALINGS WITH COLLATERAL AND ADDITIONAL COVENANTS

4.1  Rights and Duties of the Administrative Agent

     (a)  In the holding of the Collateral, the Administrative Agent and any
          nominee on its behalf is only bound to exercise the same degree of
          care as it would exercise with respect to similar property of its own
          of similar value held in the same place. The Administrative Agent and
          any nominee on its behalf will be deemed to have exercised reasonable
          care with respect to the custody and preservation of the Collateral if
          it takes such action for that purpose as the Pledgor reasonably
          requests in writing, but failure of the Administrative Agent or its
          nominee to comply with any such request will not of itself be deemed a
          failure to exercise reasonable care, so long as the degree of care
          required by the immediately preceding sentence has been exercised.

     (b)  The powers conferred on the Administrative Agent hereunder are solely
          to protect its interest in the Collateral and shall not impose any
          duty upon it to exercise any such powers. Except for the safe custody
          of any Collateral in its possession as required under Section 4.1(a)
          and the accounting for moneys actually received by it hereunder, the
          Administrative Agent shall have no duty as to any Collateral or as to
          the taking of any necessary steps to preserve rights against prior
          parties or any other rights pertaining to any Collateral and no such
          duties shall be implied as arising hereunder.

4.2  Voting and Other Rights

     (a)  Subject to any restrictions in the Credit Agreement, unless an Event
          of Default has occurred which is continuing, the Pledgor is entitled
          to exercise, either directly or, if the Collateral is registered in
          the name of the Administrative Agent or its nominee, by power of
          attorney or proxy, all the rights and powers of a holder of such
          securities including the voting rights from time to time exercisable
          in respect of the Collateral and to give proxies, consents and waivers
          in respect thereof. No such action may be taken if it would violate or
          be inconsistent with this Agreement or any other Loan Document or,
          unless otherwise consented to by the Administrative Agent, would have
          the effect of imposing any restriction on the transferability of any
          of the Collateral.

                                      XIV-6



     (b)  Upon the occurrence of an Event of Default which is continuing, the
          Administrative Agent may give the Pledgor a notice prohibiting the
          Pledgor from exercising the rights and powers of a holder of such
          securities including the voting rights in respect of the Collateral,
          at which time all such rights of the Pledgor will cease immediately
          and the Administrative Agent will have the right to exercise the
          rights and powers related to such Collateral including the right to
          vote.

4.3  Distributions

     (a)  Subject to any restrictions in the Credit Agreement, unless an Event
          of Default has occurred which is continuing:

          (i)  the Pledgor is entitled to receive all Distributions or other
               payments in respect of the Collateral; and

          (ii) if the Collateral has been registered in the name of the
               Administrative Agent or its nominee, the Administrative Agent
               will execute and deliver (or cause to be executed and delivered)
               to the Pledgor all directions and other instruments as the
               Pledgor may request for the purpose of enabling the Pledgor to
               receive the Distributions or other payments that the Pledgor is
               authorized to receive pursuant to Section 4.3(a)(i) above.

     (b)  Upon the occurrence of an Event of Default which is continuing, all
          rights of the Pledgor pursuant to Section 4.3(a) will cease and the
          Administrative Agent will have the sole and exclusive right and
          authority to receive and retain all payments that the Pledgor would
          otherwise be authorized to retain pursuant to Section 4.3(a). All
          money and other property received by the Administrative Agent pursuant
          to the provisions of this Section 4.3(b) may be applied on account of
          the Secured Obligations or may be retained by the Administrative Agent
          as additional Collateral hereunder and be applied in accordance with
          the provisions of this Agreement

4.4  Additional Covenants

     The Pledgor agrees that it shall:

     (a)  not (i) sell, assign (by operation of law or otherwise) or otherwise
          dispose of, or grant any option with respect to, any of the Pledged
          Securities, (ii) create or suffer to exist any Lien upon or with
          respect to any of the Pledged Securities, except for Permitted
          Encumbrances, or (iii) permit the Company to merge or consolidate
          except in accordance with the Credit Agreement and unless all of the
          outstanding Securities of the surviving or resulting Person are, upon
          such merger or consolidation, pledged hereunder and no cash,
          Securities or other property is distributed in respect of the
          outstanding Securities of any other constituent Person, unless the
          Administrative Agent otherwise consents;

     (b)  cause the Company not to issue any Securities in addition to or in
          substitution for the Pledged Securities issued by the Company, except
          to Pledgor;

                                      XIV-7



     (c)  at its expense (i) perform and comply in all material respects with
          all terms and provisions of any agreement related to the Pledged
          Securities required to be performed or complied with by it, and (ii)
          maintain all such agreements in full force and effect;

     (d)  give Administrative Agent at least 30 days' prior written notice of
          (i) any change in such Pledgor's name, identity or corporate structure
          and (ii) any continuance or reorganization or other action that
          results in a change of the jurisdiction of organization of Pledgor;
          and

     (e)  promptly deliver to Administrative Agent all material written notices
          received by it with respect to the Pledged Securities.

                                   ARTICLE 5
                            REMEDIES AND REALIZATION

5.1  Remedies of Administrative Agent

     (a)  On and during the occurrence of an Event of Default that has not been
          waived in writing by the Administrative Agent, the Administrative
          Agent may, in addition to and without derogating in any way from its
          other available rights and remedies provided by Applicable Law,
          exercise all the rights and powers of a holder of the Collateral
          including:

          (i)  transfer any part of the Collateral into the name of the
               Administrative Agent or its nominee if it has not already done so
               in accordance with Section 2.3;

          (ii) take such steps as it considers desirable to maintain, preserve
               or protect the Collateral;

          (iii) exercise any and all rights and remedies of the Pledgor under or
               in connection with the Collateral, including exercise voting
               rights attaching to the Collateral (whether or not registered in
               the name of the Administrative Agent or its nominee) and give or
               withhold all consents and waivers in respect thereof;

          (iv) exercise all rights of conversion, exchange or subscription, or
               any other rights, privileges or options pertaining to any of the
               Collateral;

          (v)  from time to time realize upon, collect, sell, transfer, assign,
               give rights or options to purchase or otherwise dispose of and
               deliver any Collateral in such manner as may seem advisable to
               the Administrative Agent. For such purposes each requirement
               relating thereto and prescribed by law or otherwise is hereby
               waived by the Pledgor to the extent permitted by Applicable Law
               and in any offer or sale of any of the Collateral the
               Administrative Agent is authorized to comply with any limitation
               or restriction in connection with such offer or sale as the
               Administrative Agent may be advised by counsel is necessary in
               order to avoid any violation of Applicable Law, or in order to
               obtain any required approval of

                                      XIV-8



               the sale or of the purchase by any Governmental Authority. Such
               compliance will not result in such sale being considered or
               deemed not to have been made in a commercially reasonable manner
               nor will the Administrative Agent be liable or accountable to the
               Pledgor for any discount allowed by reason of the fact that such
               Collateral is sold in compliance with any such limitation or
               restriction;

          (vi) purchase any of the Collateral, whether in connection with a sale
               made under the power of sale herein contained or pursuant to
               judicial proceedings or otherwise;

          (vii) subject to the requirements of Applicable Law, accept the
               Collateral in satisfaction or partial satisfaction of the Secured
               Obligations upon notice to the Pledgor of its intention to do so
               in the manner required by law;

          (viii) the Administrative Agent may charge on its own behalf and pay
               to others all amounts for reasonable expenses incurred and for
               services rendered in connection with the exercise of the rights
               and remedies of the Beneficiaries hereunder, including reasonable
               legal fees (on a solicitor and his own client basis), and
               accounting fees and expenses, and in every such case the amounts
               so paid together with all costs, charges and expenses incurred in
               connection therewith, including interest thereon at a rate per
               annum equal to the Prime Rate plus 2.0% per annum, shall be added
               to and form part of the Secured Obligations hereby secured; and

          (ix) the Administrative Agent may discharge any claim, Lien,
               encumbrance or any rights of others that may exist or be
               threatened against the Collateral, and in every such case the
               amounts so paid together with all reasonable costs, charges and
               expenses incurred in connection therewith shall be added to the
               Secured Obligations hereby secured.

     (b)  The Administrative Agent and the other Beneficiaries may:

          (i)  grant extensions of time;

          (ii) take and perfect or abstain from taking and perfecting security;

          (iii) give up securities;

          (iv) accept compositions or compromises;

          (v)  grant releases and discharges; and

          (vi) release any part of the Collateral or otherwise deal with the
               Pledgor, debtors and creditors of the Pledgor, sureties and
               others and with the Collateral and other security as the
               Administrative Agent sees fit,

          without prejudice to the liability of the Pledgor to the
          Administrative Agent and the other Beneficiaries or their rights
          hereunder.

                                      XIV-9



     (c)  The Beneficiaries shall not be liable or responsible for any failure
          to seize, collect, realize, or obtain payment with respect to the
          Collateral and shall not be bound to institute proceedings or to take
          other steps for the purpose of seizing, collecting, realizing or
          obtaining possession or payment with respect to the Collateral or for
          the purpose of preserving any rights of the Administrative Agent, the
          Pledgor or any other Person, in respect of the Collateral.

     (d)  The Administrative Agent shall apply any proceeds of realization of
          the Collateral to payment of reasonable expenses in connection with
          the preservation and realization of the Collateral as above described
          and the Administrative Agent shall apply any balance of such proceeds
          to payment of the Secured Obligations in accordance with the Credit
          Agreement. Subject to the requirements of Applicable Law, any surplus
          realized in excess of the Secured Obligations shall be paid over to
          the Pledgor.

5.2  Power of Attorney

     The Pledgor hereby appoints the Administrative Agent as attorney of the
Pledgor, with full authority in the place and stead of the Pledgor and in the
name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion at any time after the occurrence and during the continuance
of an Event of Default, to take any and all actions authorized or permitted to
be taken by the Administrative Agent under this Agreement or by Applicable Law
and to: (a) execute and deliver all instruments and other documents and do all
such further acts and things as may be reasonably required by the Administrative
Agent enforce the Charge and remedies provided hereunder or to better evidence
and perfect the Charge; and (b) take any action and execute any instrument which
the Administrative Agent, acting reasonably, may deem necessary or advisable to
accomplish the purposes of this Agreement, including, to ask for, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in connection with the Collateral, to
receive, endorse, and collect any drafts or other instruments, documents and
chattel paper in connection therewith, and to file any claims or take any action
or institute any proceedings which the Administrative Agent may deem to be
necessary or desirable for the collection thereof. Such appointment of the
Administrative Agent as the Pledgor's attorney is coupled with an interest and
is irrevocable.

                                    ARTICLE 6
                                     GENERAL

6.1  Company as Signatory

     The Company hereby consents to the granting of the Charge in and to the
Collateral to the extent required and hereby acknowledges all of the terms and
conditions of this Agreement and covenants and agrees that it shall not act in a
manner inconsistent herewith and shall execute and deliver all instruments and
other documents and do all such further acts and things as may be reasonably
required by the Administrative Agent to effectively carry out the full intent
and meaning of this Agreement, including, when required hereunder, to enforce
the Charge and remedies provided hereunder, or to better evidence and perfect
the Charge. The Company is executing this Agreement solely for the purposes set
forth in the immediately preceding sentence; the agreement of the Company shall
not be required for the amendment of this Agreement unless its obligations under
this Section 6.1 are affected thereby.

                                     XIV-10



6.2  Benefit of the Agreement

     This Agreement shall be binding upon the successors and permitted assigns
of the Pledgor and shall benefit the successors and permitted assigns of the
Administrative Agent and other Beneficiaries.

6.3  Conflict of Terms; Entire Agreement

     This Agreement has been entered into as collateral security for the Secured
Obligations and is subject to all the terms and conditions of the Credit
Agreement and, if there is any conflict or inconsistency between the provisions
of this Agreement and the provisions of the Credit Agreement, the rights and
obligations of the Pledgor, the Administrative Agent and Beneficiaries shall be
governed by the provisions of the Credit Agreement. This Agreement together with
the Credit Agreement and the other Loan Documents constitute the entire
agreement between the Pledgor and the Administrative Agent with respect to the
subject matter hereof. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements, express, implied or
statutory, between the Beneficiaries and the Pledgor except as expressly set
forth therein and herein.

6.4  Notices

     Any demand, notice or other communication to be given in connection with
this Agreement shall be given in writing and may be given by personal delivery,
registered mail, facsimile or other electronic means, addressed to the recipient
as follows:

To the Pledgor:

   NACG Preferred Corp.
   Acheson Industrial Park #2
   53016 - Highway 60
   Spruce Grove, Alberta T7X 3G7

   Attention: President
   Facsimile: (780) 960-7103

To the Administrative Agent:

   Royal Bank of Canada, as Administrative Agent
   P.O. Box 50, 200 Bay Street
   Royal Bank Plaza
   12th Floor, South Tower
   Toronto, Ontario M5J 2W7

   Attention: Manager Agency
   Facsimile: (416) 842-4023

                                     XIV-11



To the Company:

   North American Energy Partners Inc.
   Acheson Industrial Park #2
   53016 - Highway 60
   Spruce Grove, Alberta T7X 3G7

   Attention:President
   Facsimile:(780) 960-7103

or to such other address or facsimile number as any party may from time to time
notify the other in accordance with this Section. Any notice, communication or
demand made or given by personal delivery during usual business hours at the
place of receipt on a Business Day shall be deemed to have been given on the day
of actual delivery thereof. Any notice, communication or demand made or given by
personal delivery after usual business hours on a Business Day or by facsimile
or other electronic means of communication shall be deemed to have been given on
the first Business Day following the transmittal thereof.

6.5  Modification; Waivers; Assignment

     This Agreement may not be amended or modified in any respect except by
written instrument signed by the Pledgor and the Administrative Agent. No waiver
of any provision of this Agreement by the Administrative Agent shall be
effective unless the same is in writing and signed by the Administrative Agent,
and then such waiver shall be effective only in the specific instance and for
the specific purpose for which it is given. The rights of the Administrative
Agent (including those of any Beneficiary) under this Agreement may only be
assigned in accordance with the requirements of the Credit Agreement. The
Pledgor cannot assign its obligations under this Agreement. Any assignee of a
Beneficiary shall be bound hereby, mutatis mutandis.

6.6  Additional Continuing Security

     This Agreement and the Charge granted hereby are in addition to and not in
substitution for any other security now or hereafter held by the Administrative
Agent or the other Beneficiaries and this Agreement is a continuing agreement
and security that shall remain in full force and effect until discharged by the
Administrative Agent.

6.7  Discharge

     The Pledgor and the Collateral shall not, unless otherwise required by the
Credit Agreement, be discharged from the Charge or from this Agreement except by
a release or discharge in writing signed by the Administrative Agent upon the
permanent payment in full of the Secured Obligations.

6.8  No Release

     Subject to Section 4.1(a), the loss, injury or destruction of any of the
Collateral shall not operate in any manner to release or discharge the Pledgor
from any of its liabilities to the Beneficiaries.

                                     XIV-12



6.9  No Obligation to Act

     Notwithstanding any provision of this Agreement or any other Loan Document
or the operation, application or effect hereof, the Administrative Agent, the
other Beneficiaries, or any representative or agent acting for or on behalf of
the foregoing, shall not have any obligation whatsoever to exercise or refrain
from exercising any right, power, privilege or interest hereunder or to receive
or claim any benefit hereunder.

6.10 Admit to Benefit

     No Person other than the Pledgor and the Beneficiaries shall have any
rights or benefits under this Agreement, nor is it intended that any such Person
gain any benefit or advantage as a result of this Agreement nor shall this
Agreement constitute a subordination of any security in favour of such Person.

6.11 Time of the Essence

     Time shall be of the essence with regard to this Agreement.

6.12 Waiver of Financing Statement, etc.

     To the extent permitted by Applicable Law, the Pledgor hereby waives the
right to receive from the Administrative Agent or the other Beneficiaries a copy
of any financing statement, financing change statement or other statement or
document filed or registered at any time in respect of this Agreement or any
verification statement or other statement or document issued by any registry
that confirms or evidences registration of or relates to this Agreement.

6.13 Governing Law

     This Agreement shall be governed by and construed in accordance with the
laws of the Province of Alberta and the laws of Canada applicable therein.

6.14 Attornment

     The Pledgor, the Administrative Agent and each of the other Beneficiaries
each hereby attorn and submit to the jurisdiction of the courts of the Province
of Alberta. For the purpose of all legal proceedings, this Agreement shall be
deemed to have been performed in the Province of Alberta and the courts of the
Province of Alberta shall have jurisdiction to entertain any action or
proceeding arising under this Agreement. Notwithstanding the foregoing, nothing
herein shall be construed nor operate to limit the right of the Pledgor, the
Administrative Agent or any other Beneficiary to commence any action or
proceeding relating hereto in any other jurisdiction, nor to limit the right of
the courts of any other jurisdiction to take jurisdiction over any action,
proceeding or matter relating hereto.

6.15 Executed Copy

     The Pledgor hereby acknowledges receipt of a fully executed copy of this
Agreement.

                                     XIV-13



6.16 Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument, and it shall not be necessary
in making proof of this Agreement to produce or account for more than one such
counterpart.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement
effective as of the date hereof.

                               PLEDGOR:

                               NACG PREFERRED CORP.


                               By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                               COMPANY:

                               NORTH AMERICAN ENERGY PARTNERS INC.


                               By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                               AGENT:

                               ROYAL BANK OF CANADA, as Administrative Agent


                               By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                               By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                                     XIV-14



                                   SCHEDULE A

                 TO THE SECURITIES PLEDGE AGREEMENT FOR HOLDINGS

                  DESCRIPTION OF PLEDGOR'S INTEREST IN COMPANY

- --------------------------------------------------------------------------------
Name of Company:
- --------------------------------------------------------------------------------
Issued Share Capital:
- --------------------------------------------------------------------------------
Share Certificates and
Transfer Documents:
- --------------------------------------------------------------------------------

                                     XIV-15



                                   EXHIBIT XV
                               TO CREDIT AGREEMENT

                       FORM OF SECURITIES PLEDGE AGREEMENT
                                FOR THE BORROWER

                           SECURITIES PLEDGE AGREEMENT

THIS AGREEMENT made as of November 26, 2003

AMONG:

        NORTH AMERICAN ENERGY PARTNERS INC., a corporation under the laws of
        Canada (the "Pledgor")

                                     - and -

        ROYAL BANK OF CANADA, for itself and as agent for and on behalf of the
        Lenders and the Swap Lenders (hereinafter referred to as the
        "Administrative Agent")

                                     - and -

        THE SUBSIDIARIES OF THE PLEDGOR WHO ARE OR FROM TIME TO TIME BECOME
        PARTY HERETO

WHEREAS the Pledgor has agreed to pledge the Collateral in order to secure the
payment and performance of the Secured Obligations, for which purpose the
Beneficiaries have appointed and authorized the Administrative Agent to act as
their attorney and agent for purposes of holding certain security granted by the
Pledgor.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the foregoing
recitals, the covenants and agreements herein contained and for other good and
valuable consideration (the receipt and adequacy of which are hereby
conclusively acknowledged), the parties hereto agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1  Definitions

     In this Agreement, unless something in the subject matter or context
otherwise requires, capitalized terms used herein and not otherwise defined in
this Agreement (including the recitals and the preamble hereto) shall have the
meanings as are ascribed to such terms in the Credit Agreement and, in addition:

     "Agreement" means this agreement, as amended, modified, supplemented or
     restated from time to time in accordance with the provisions hereof.

                                      XV-1



     "Beneficiaries" means the Lenders, the Swap Lenders and Royal Bank of
     Canada, for itself and as agent for and on behalf of the Lenders and the
     Swap Lenders from time to time.

     "Certificates" means all certificates and instruments evidencing or
     representing the Pledged Securities.

     "Charge" means the Liens created hereunder.

     "Collateral" has the meaning set forth in Section 2.1.

     "Credit Agreement" means the Credit Agreement dated as of November 26, 2003
     among the Pledgor, as borrower, the Persons party thereto as lenders, Royal
     Bank of Canada, as agent, and the other agents, as amended, supplemented or
     otherwise modified or restated from time to time.

     "Distribution" means:

     (a)  the declaration, payment or setting aside for payment of any dividend
          or distribution on or in respect of any of the Collateral;

     (b)  the payment, distribution or return of any capital of any Subsidiary;
          or

     (c)  the redemption, retraction, purchase, retirement or other acquisition,
          in whole or in part, of any interests in the capital of any Subsidiary
          or any securities, instruments, or contractual rights capable of being
          converted into, exchanged or exercised for interests in the capital of
          any Subsidiary.

     "Pledged Securities" means all of the shares, options, warrants, rights and
     other securities and equity interests that the Pledgor now has or holds or
     hereafter has, holds, acquires, possesses or becomes entitled to in the
     capital of its Subsidiaries or their successors.

     "PPSA" means the Personal Property Security Act (Alberta), including the
     regulations thereunder, as now enacted or as the same may from time to time
     be amended, re-enacted or replaced.

     "Secured Obligations" means, collectively and at any time and from time to
     time, all of the Obligations and the Secured Swap Obligations (present or
     future, absolute or contingent, matured or not), whether the same are from
     time to time reduced and thereafter increased or entirely extinguished and
     thereafter incurred again.

     "Subsidiary" means, with respect to the Pledgor, any corporation,
     partnership, trust, limited liability company, association, joint venture
     or other business entity of which more than 50% of the total voting power
     of shares of stock or other ownership interests entitled (without regard to
     the occurrence of any contingency) to vote in the election of the members
     of the Governing Body is at the time owned or controlled, directly or
     indirectly, by the Pledgor or one or more of the other Subsidiaries of the
     Pledgor or a combination thereof;

                                      XV-2



     "Transfer Documents" means, with respect to the transfer of Certificates or
     other Collateral, certificate transfers, powers of attorney or other
     instruments of transfer, in each case, executed in blank and in form and
     substance as may be required (from time to time) by the Administrative
     Agent.

1.2  Personal Property Security Act Definitions

     Unless something in the subject matter or context otherwise requires, all
terms defined in the PPSA which are used in this Agreement shall have the
meanings as are ascribed to such terms in the PPSA.

1.3  Interpretation

     In this Agreement:

     (a)  words importing the masculine gender include the feminine and neuter
          genders, corporations, partnerships and other Persons, and words in
          the singular include the plural, and vice versa, wherever the context
          requires;

     (b)  all references to designated Articles, Sections and other subdivisions
          are, unless the context otherwise requires, to be designated Articles,
          Sections and other subdivisions of this Agreement;

     (c)  any reference to a statute will include and will be deemed to be a
          reference to the regulations made pursuant to it, and to all
          amendments made to the statute and regulations in force from time to
          time, and to any statute or regulation that may be passed which has
          the effect of supplementing or superseding the statute referred to or
          the relevant regulation;

     (d)  references herein to any document, instrument or agreement means such
          document, instrument or agreement as originally executed, as modified,
          amended, supplemented or restated from time to time;

     (e)  the word "include(s)" means "include(s), without limitation", and the
          word "including" means "including, but not limited to";

     (f)  any reference to a Person will include and will be deemed to be a
          reference to any Person that is a successor to that Person;

     (g)  "hereof', "hereto", "herein", and "hereunder" mean and refer to this
          Agreement and not to any particular Article, Section or other
          subdivision;

     (h)  the headings are for convenience of reference only, do not form part
          of this Agreement and are not to be considered in the interpretation
          of this Agreement; and

     (i)  any schedule hereto is incorporated by reference and shall be deemed
          to be part of this Agreement.

                                      XV-3



                                    ARTICLE 2
                                     PLEDGE

2.1  Pledge

     As collateral security for the prompt and complete payment and performance
when due of the Secured Obligations, the Pledgor does hereby pledge,
hypothecate, assign, charge, convey, set over and transfer unto the
Administrative Agent for the benefit of the Beneficiaries and does hereby grant
to the Administrative Agent for the benefit of the Beneficiaries a continuing
security interest in and to, and does hereby deliver unto the Administrative
Agent for the benefit of the Beneficiaries, all of the right, title and interest
of the Pledgor in, to and under the following, whether now owned or hereafter
held, possessed of, entitled to or acquired (including by way of amalgamation or
otherwise) and whether now existing or hereafter coming into existence (all
being collectively referred to herein as the "Collateral"):

     (a)  the Pledged Securities;

     (b)  all Certificates;

     (c)  all Distributions, whether in shares, other securities, money or
          property, received or receivable upon or in respect of the Pledged
          Securities and all interest payments and money or other property paid
          or payable on account of any return on, or repayment of, capital in
          respect of the Pledged Securities or otherwise distributed or
          distributable in respect thereof or that will in any way be charged
          to, or be payable out of, the capital of the issuer of the Pledged
          Securities in respect thereof;

     (d)  all securities issued in substitution for or in addition to any of the
          foregoing, any Certificates representing or evidencing such
          securities, and all cash, securities, distributions and other property
          at any time and from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all of the
          foregoing;

     (e)  all other property that may at any time be received or receivable or
          otherwise distributed or distributable to the Pledgor in respect of,
          in substitution for, in addition to or in exchange for, any of the
          foregoing; and

     (f)  to the extent not included in the foregoing, all cash and non-cash
          proceeds in respect of the foregoing and all rights and interest of
          the Pledgor in respect thereof or evidenced thereby including all
          money received or receivable from time to time by the Pledgor in
          connection with the sale of any of the foregoing (including all
          proceeds received or receivable in connection with the redemption or
          purchase for cancellation of any of the Pledged Securities).

2.2  Subsequently Acquired Certificates

     Any additional Certificates at any time or from time to time after the date
hereof acquired or otherwise held by the Pledgor (by purchase, distribution or
otherwise), including any Certificates representing Pledged Securities of a
Subsidiary created, formed or acquired after the date hereof, shall form part of
the Collateral and the Pledgor will: (a) forthwith deliver such

                                      XV-4



Certificates to the Administrative Agent endorsed for transfer in blank and/or
accompanied by Transfer Documents duly executed in blank by the Pledgor, and (b)
ensure that all actions required to perfect the security interest therein of the
Administrative Agent under any requirement of law (including under the PPSA or
other Applicable Law) are promptly taken.

2.3  Delivery of Collateral; Registration in Name of the Administrative Agent

     All Certificates shall be endorsed for transfer in blank and/or accompanied
by Transfer Documents duly executed in blank by the Pledgor, all as satisfactory
to the Administrative Agent, and shall be delivered immediately to the
Administrative Agent or its nominee. Such Certificates and the Pledged
Securities represented thereby shall, at the option of the Administrative Agent,
be registered in the name of the Administrative Agent or its nominee upon the
occurrence of an Event of Default.

2.4  Uncertificated Interests

     Notwithstanding anything to the contrary contained in Sections 2.1 and 2.2
above, if any of the Pledged Securities (whether now owned or hereafter
acquired) is not evidenced by a Certificate, the Pledgor shall promptly notify
the Administrative Agent and shall promptly take all actions required to perfect
the Charge under Applicable Law (including under the PPSA). The Pledgor further
agrees to take such actions as the Administrative Agent, acting reasonably,
considers necessary or desirable to effect the foregoing and to permit the
Administrative Agent to exercise any of its rights and remedies hereunder, and
agrees to provide an opinion of counsel satisfactory to the Administrative
Agent, acting reasonably, with respect to any such pledge of uncertificated
interests upon the written request of the Administrative Agent.

2.5  Attachment

     The Pledgor acknowledges that value has been given and agrees that the
security interest granted hereby shall attach when the Pledgor signs this
Agreement and the Pledgor has any rights in the Collateral.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties

     The Pledgor represents and warrants to each of the Beneficiaries as at the
date hereof as follows:

     (a)  the Pledgor is the legal and beneficial owner of and has good title to
          the Collateral free and clear of all Liens other than the Liens
          constituted by the Collateral Documents (and other Permitted
          Encumbrances) and all of the Pledged Securities have been validly
          issued and are outstanding as fully paid and non-assessable shares;

     (b)  the Pledgor's entire interest in the capital of each of the
          Subsidiaries as of the date hereof is accurately described in Schedule
          B hereto;

                                      XV-5



     (c)  this Agreement creates a valid security interest in all of the
          Pledgor's Collateral securing the payment of all the Secured
          Obligations. The Pledged Securities pledged by the Pledgor hereunder
          are, and any securities pledged in substitution therefor or in
          addition thereto will be, duly and validly pledged hereunder in
          accordance with Applicable Law;

     (d)  the Pledgor has the right to pledge the Collateral as herein provided;
          and

     (e)  the Pledgor is not a party to any outstanding agreement, option or
          contract to sell or otherwise dispose of all or any portion of the
          Collateral.

     The representations and warranties set out in this Agreement shall survive
the execution and delivery of this Agreement notwithstanding any investigations
or examinations which may be made by any of the Beneficiaries or their legal
counsel. Such representations and warranties shall survive until this Agreement
has been terminated and discharged in accordance with the Credit Agreement.

                                   ARTICLE 4
                DEALINGS WITH COLLATERAL AND ADDITIONAL COVENANTS

4.1  Rights and Duties of the Administrative Agent

     (a)  In the holding of the Collateral, the Administrative Agent and any
          nominee on its behalf is only bound to exercise the same degree of
          care as it would exercise with respect to similar property of its own
          of similar value held in the same place. The Administrative Agent and
          any nominee on its behalf will be deemed to have exercised reasonable
          care with respect to the custody and preservation of the Collateral if
          it takes such action for that purpose as the Pledgor reasonably
          requests in writing, but failure of the Administrative Agent or its
          nominee to comply with any such request will not of itself be deemed a
          failure to exercise reasonable care, so long as the degree of care
          required by the immediately preceding sentence has been exercised.

     (b)  The powers conferred on the Administrative Agent hereunder are solely
          to protect its interest in the Collateral and shall not impose any
          duty upon it to exercise any such powers. Except for the safe custody
          of any Collateral in its possession as required under Section 4.1(a)
          and the accounting for moneys actually received by it hereunder, the
          Administrative Agent shall have no duty as to any Collateral or as to
          the taking of any necessary steps to preserve rights against prior
          parties or any other rights pertaining to any Collateral and no such
          duties shall be implied as arising hereunder.

4.2  Voting and Other Rights

     (a)  Subject to any restrictions in the Credit Agreement, unless an Event
          of Default has occurred which is continuing, the Pledgor is entitled
          to exercise, either directly or, if the Collateral is registered in
          the name of the Administrative Agent or its nominee, by power of
          attorney or proxy, all the rights and powers of a holder of such
          securities including the voting rights from time to time exercisable
          in respect of the Collateral and to give proxies, consents and waivers
          in respect

                                      XV-6



          thereof. No such action may be taken if it would violate or be
          inconsistent with this Agreement or any other Loan Document or, unless
          otherwise consented to by the Administrative Agent, would have the
          effect of imposing any restriction on the transferability of any of
          the Collateral.

     (b)  Upon the occurrence of an Event of Default which is continuing, the
          Administrative Agent may give the Pledgor a notice prohibiting the
          Pledgor from exercising the rights and powers of a holder of such
          securities including the voting rights in respect of the Collateral,
          at which time all such rights of the Pledgor will cease immediately
          and the Administrative Agent will have the right to exercise the
          rights and powers related to such Collateral including the right to
          vote.

4.3  Distributions

     (a)  Subject to any restrictions in the Credit Agreement, unless an Event
          of Default has occurred which is continuing:

          (i)  the Pledgor is entitled to receive all Distributions or other
               payments in respect of the Collateral; and

          (ii) if the Collateral has been registered in the name of the
               Administrative Agent or its nominee, the Administrative Agent
               will execute and deliver (or cause to be executed and delivered)
               to the Pledgor all directions and other instruments as the
               Pledgor may request for the purpose of enabling the Pledgor to
               receive the Distributions or other payments that the Pledgor is
               authorized to receive pursuant to Section 4.3(a)(i) above.

     (b)  Upon the occurrence of an Event of Default which is continuing, all
          rights of the Pledgor pursuant to Section 4.3(a) will cease and the
          Administrative Agent will have the sole and exclusive right and
          authority to receive and retain all payments that the Pledgor would
          otherwise be authorized to retain pursuant to Section 4.3(a). All
          money and other property received by the Administrative Agent pursuant
          to the provisions of this Section 4.3(b) may be applied on account of
          the Secured Obligations or may be retained by the Administrative Agent
          as additional Collateral hereunder and be applied in accordance with
          the provisions of this Agreement.

4.4  Additional Covenants

     The Pledgor agrees that it shall:

     (a)  not (i) sell, assign (by operation of law or otherwise) or otherwise
          dispose of, or grant any option with respect to, any of the Pledged
          Securities, (ii) create or suffer to exist any Lien upon or with
          respect to any of the Pledged Securities, except for Permitted
          Encumbrances, or (iii) permit any Subsidiary to merge or consolidate
          except in accordance with the Credit Agreement and unless all of the
          outstanding Securities of the surviving or resulting Person are, upon
          such merger or consolidation, pledged hereunder and no cash,
          Securities or other property is

                                      XV-7



          distributed in respect of the outstanding Securities of any other
          constituent Person, unless the Administrative Agent otherwise
          consents;

     (b)  cause each Subsidiary not to issue any Securities in addition to or in
          substitution for the Pledged Securities issued by such Subsidiary,
          except to Pledgor;

     (c)  at its expense (i) perform and comply in all material respects with
          all terms and provisions of any agreement related to the Pledged
          Securities required to be performed or complied with by it, and (ii)
          maintain all such agreements in full force and effect;

     (d)  give Administrative Agent at least 30 days' prior written notice of
          (i) any change in such Pledgor's name, identity or corporate structure
          and (ii) any continuance or reorganization or other action that
          results in a change of the jurisdiction of organization of Pledgor;
          and

     (e)  promptly deliver to Administrative Agent all material written notices
          received by it with respect to the Pledged Securities.

                                    ARTICLE 5
                            REMEDIES AND REALIZATION

5.1  Remedies of Administrative Agent

     (a)  On and during the occurrence of an Event of Default that has not been
          waived in writing by the Administrative Agent, the Administrative
          Agent may, in addition to and without derogating in any way from its
          other available rights and remedies provided by Applicable Law,
          exercise all the rights and powers of a holder of the Collateral
          including:

          (i)  transfer any part of the Collateral into the name of the
               Administrative Agent or its nominee if it has not already done so
               in accordance with Section 2.3;

          (ii) take such steps as it considers desirable to maintain, preserve
               or protect the Collateral;

          (iii) exercise any and all rights and remedies of the Pledgor under or
               in connection with the Collateral, including exercise voting
               rights attaching to the Collateral (whether or not registered in
               the name of the Administrative Agent or its nominee) and give or
               withhold all consents and waivers in respect thereof;

          (iv) exercise all rights of conversion, exchange or subscription, or
               any other rights, privileges or options pertaining to any of the
               Collateral;

          (v)  from time to time realize upon, collect, sell, transfer, assign,
               give rights or options to purchase or otherwise dispose of and
               deliver any Collateral in such manner as may seem advisable to
               the Administrative Agent. For such purposes each requirement
               relating thereto and prescribed by law or

                                      XV-8



               otherwise is hereby waived by the Pledgor to the extent permitted
               by Applicable Law and in any offer or sale of any of the
               Collateral the Administrative Agent is authorized to comply with
               any limitation or restriction in connection with such offer or
               sale as the Administrative Agent may be advised by counsel is
               necessary in order to avoid any violation of Applicable Law, or
               in order to obtain any required approval of the sale or of the
               purchase by any Governmental Authority. Such compliance will not
               result in such sale being considered or deemed not to have been
               made in a commercially reasonable manner nor will the
               Administrative Agent be liable or accountable to the Pledgor for
               any discount allowed by reason of the fact that such Collateral
               is sold in compliance with any such limitation or restriction;

          (vi) purchase any of the Collateral, whether in connection with a sale
               made under the power of sale herein contained or pursuant to
               judicial proceedings or otherwise;

          (vii) subject to the requirements of Applicable Law, accept the
               Collateral in satisfaction or partial satisfaction of the Secured
               Obligations upon notice to the Pledgor of its intention to do so
               in the manner required by law;

          (viii) the Administrative Agent may charge on its own behalf and pay
               to others all amounts for reasonable expenses incurred and for
               services rendered in connection with the exercise of the rights
               and remedies of the Beneficiaries hereunder, including reasonable
               legal fees (on a solicitor and his own client basis), and
               accounting fees and expenses, and in every such case the amounts
               so paid together with all costs, charges and expenses incurred in
               connection therewith, including interest thereon at a rate per
               annum equal to the Prime Rate plus 2.0% per annum, shall be added
               to and form part of the Secured Obligations hereby secured; and

          (ix) the Administrative Agent may discharge any claim, Lien,
               encumbrance or any rights of others that may exist or be
               threatened against the Collateral, and in every such case the
               amounts so paid together with all reasonable costs, charges and
               expenses incurred in connection therewith shall be added to the
               Secured Obligations hereby secured.

     (b)  The Administrative Agent and the other Beneficiaries may:

          (i)  grant extensions of time;

          (ii) take and perfect or abstain from taking and perfecting security;

          (iii) give up securities;

          (iv) accept compositions or compromises;

          (v)  grant releases and discharges; and

                                      XV-9



          (vi) release any part of the Collateral or otherwise deal with the
               Pledgor, debtors and creditors of the Pledgor, sureties and
               others and with the Collateral and other security as the
               Administrative Agent sees fit,

          without prejudice to the liability of the Pledgor to the
          Administrative Agent and the other Beneficiaries or their rights
          hereunder.

     (c)  The Beneficiaries shall not be liable or responsible for any failure
          to seize, collect, realize, or obtain payment with respect to the
          Collateral and shall not be bound to institute proceedings or to take
          other steps for the purpose of seizing, collecting, realizing or
          obtaining possession or payment with respect to the Collateral or for
          the purpose of preserving any rights of the Administrative Agent, the
          Pledgor or any other Person, in respect of the Collateral.

     (d)  The Administrative Agent shall apply any proceeds of realization of
          the Collateral to payment of reasonable expenses in connection with
          the preservation and realization of the Collateral as above described
          and the Administrative Agent shall apply any balance of such proceeds
          to payment of the Secured Obligations in accordance with the Credit
          Agreement. Subject to the requirements of Applicable Law, any surplus
          realized in excess of the Secured Obligations shall be paid over to
          the Pledgor.

5.2  Power of Attorney

     The Pledgor hereby appoints the Administrative Agent as attorney of the
Pledgor, with full authority in the place and stead of the Pledgor and in the
name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion at any time after the occurrence and during the continuance
of an Event of Default, to take any and all actions authorized or permitted to
be taken by the Administrative Agent under this Agreement or by Applicable Law
and to: (a) execute and deliver all instruments and other documents and do all
such further acts and things as may be reasonably required by the Administrative
Agent enforce the Charge and remedies provided hereunder or to better evidence
and perfect the Charge; and (b) take any action and execute any instrument which
the Administrative Agent, acting reasonably, may deem necessary or advisable to
accomplish the purposes of this Agreement, including, to ask for, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in connection with the Collateral, to
receive, endorse, and collect any drafts or other instruments, documents and
chattel paper in connection therewith, and to file any claims or take any action
or institute any proceedings which the Administrative Agent may deem to be
necessary or desirable for the collection thereof. Such appointment of the
Administrative Agent as the Pledgor's attorney is coupled with an interest and
is irrevocable.

                                    ARTICLE 6
                                     GENERAL

6.1  Subsidiaries as Signatories

     Each of the Subsidiaries party hereto hereby consents to the granting of
the Charge in and to the Collateral to the extent required and hereby
acknowledges all of the terms and conditions of this Agreement and covenants and
agrees that it shall not act in a manner inconsistent

                                      XV-10



herewith and shall execute and deliver all instruments and other documents and
do all such further acts and things as may be reasonably required by the
Administrative Agent to effectively carry out the full intent and meaning of
this Agreement, including, when required hereunder, to enforce the Charge and
remedies provided hereunder or to better evidence and perfect the Charge. The
Subsidiaries are executing this Agreement solely for the purposes set forth in
the immediately preceding sentence; the agreement of the Subsidiaries shall not
be required for the amendment of this Agreement unless its obligations under
this Section 6.1 are affected thereby.

6.2  New Subsidiaries

     If the Pledgor creates, forms or acquires a Subsidiary that is not a party
to this Agreement, the Pledgor shall promptly after the new Subsidiary is
created, formed or acquired:

     (a)  deliver the Certificates representing the Pledged Securities of such
          new Subsidiary, together with the appropriate Transfer Documents, to
          the Administrative Agent and take such other action as required by
          Section 2.2 hereof; and

     (b)  cause such new Subsidiary to become a party to and be bound by this
          Agreement by executing and delivering to the Administrative Agent an
          Addition Agreement substantially in the form of Schedule "A".

6.3  Benefit of the Agreement

     This Agreement shall be binding upon the successors and permitted assigns
of the Pledgor and shall benefit the successors and permitted assigns of the
Administrative Agent and other Beneficiaries.

6.4  Conflict of Terms; Entire Agreement

     This Agreement has been entered into as collateral security for the Secured
Obligations and is subject to all the terms and conditions of the Credit
Agreement and, if there is any conflict or inconsistency between the provisions
of this Agreement and the provisions of the Credit Agreement, the rights and
obligations of the Pledgor, the Administrative Agent and Beneficiaries shall be
governed by the provisions of the Credit Agreement. This Agreement together with
the Credit Agreement and the other Loan Documents constitute the entire
agreement between the Pledgor and the Administrative Agent with respect to the
subject matter hereof. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements, express, implied or
statutory, between the Beneficiaries and the Pledgor except as expressly set
forth therein and herein.

6.5  Notices

     Any demand, notice or other communication to be given in connection with
this Agreement shall be given in writing and may be given by personal delivery,
registered mail, facsimile or other electronic means, addressed to the recipient
as follows:

                                      XV-11



To the Pledgor:

   Acheson Industrial Park #2
   53016 - Highway 60
   Spruce Grove, Alberta T7X 3G7

   Attention:President
   Facsimile:(780) 960-7103

To the Administrative Agent:

   Royal Bank of Canada, as Administrative Agent
   P.O. Box 50, 200 Bay Street
   Royal Bank Plaza
   12th Floor, South Tower
   Toronto, Ontario M5J 2W7

   Attention: Manager Agency
   Facsimile: (416) 842-4023

To a Subsidiary:

     At the Pledgor's address noted above (or at such other address indicated in
     a Subsidiary's Addition Agreement provided pursuant to Section 6.2 or other
     notice in writing)

or to such other address or facsimile number as any party may from time to time
notify the other in accordance with this Section. Any notice, communication or
demand made or given by personal delivery during usual business hours at the
place of receipt on a Business Day shall be deemed to have been given on the day
of actual delivery thereof. Any notice, communication or demand made or given by
personal delivery after usual business hours on a Business Day or by facsimile
or other electronic means of communication shall be deemed to have been given on
the first Business Day following the transmittal thereof.

6.6  Modification; Waivers; Assignment

     This Agreement may not be amended or modified in any respect except by
written instrument signed by the Pledgor and the Administrative Agent. No waiver
of any provision of this Agreement by the Administrative Agent shall be
effective unless the same is in writing and signed by the Administrative Agent,
and then such waiver shall be effective only in the specific instance and for
the specific purpose for which it is given. The rights of the Administrative
Agent (including those of any Beneficiary) under this Agreement may only be
assigned in accordance with the requirements of the Credit Agreement. The
Pledgor cannot assign its obligations under this Agreement. Any assignee of a
Beneficiary shall be bound hereby, mutatis mutandis.

6.7  Additional Continuing Security

     This Agreement and the Charge granted hereby are in addition to and not in
substitution for any other security now or hereafter held by the Administrative
Agent or the other

                                      XV-12



Beneficiaries and this Agreement is a continuing agreement and security that
shall remain in full force and effect until discharged by the Administrative
Agent.

6.8  Discharge

     The Pledgor and the Collateral shall not, unless otherwise required by the
Credit Agreement, be discharged from the Charge or from this Agreement except by
a release or discharge in writing signed by the Administrative Agent upon the
permanent payment in full of the Secured Obligations.

6.9  No Release

     Subject to Section 4.1(a), the loss, injury or destruction of any of the
Collateral shall not operate in any manner to release or discharge the Pledgor
from any of its liabilities to the Beneficiaries.

6.10 No Obligation to Act

     Notwithstanding any provision of this Agreement or any other Loan Document
or the operation, application or effect hereof, the Administrative Agent, the
other Beneficiaries, or any representative or agent acting for or on behalf of
the foregoing, shall not have any obligation whatsoever to exercise or refrain
from exercising any right, power, privilege or interest hereunder or to receive
or claim any benefit hereunder.

6.11 Admit to Benefit

     No Person other than the Pledgor and the Beneficiaries shall have any
rights or benefits under this Agreement, nor is it intended that any such Person
gain any benefit or advantage as a result of this Agreement nor shall this
Agreement constitute a subordination of any security in favour of such Person.

6.12 Time of the Essence

     Time shall be of the essence with regard to this Agreement.

6.13 Waiver of Financing Statement, etc.

     To the extent permitted by Applicable Law, the Pledgor hereby waives the
right to receive from the Administrative Agent or the other Beneficiaries a copy
of any financing statement, financing change statement or other statement or
document filed or registered at any time in respect of this Agreement or any
verification statement or other statement or document issued by any registry
that confirms or evidences registration of or relates to this Agreement.

6.14 Governing Law

     This Agreement shall be governed by and construed in accordance with the
laws of the Province of Alberta and the laws of Canada applicable therein.

                                      XV-13



6.15 Attornment

     The Pledgor, the Administrative Agent and each of the other Beneficiaries
each hereby attorn and submit to the jurisdiction of the courts of the Province
of Alberta. For the purpose of all legal proceedings, this Agreement shall be
deemed to have been performed in the Province of Alberta and the courts of the
Province of Alberta shall have jurisdiction to entertain any action or
proceeding arising under this Agreement. Notwithstanding the foregoing, nothing
herein shall be construed nor operate to limit the right of the Pledgor, the
Administrative Agent or any other Beneficiary to commence any action or
proceeding relating hereto in any other jurisdiction, nor to limit the right of
the courts of any other jurisdiction to take jurisdiction over any action,
proceeding or matter relating hereto.

6.16 Executed Copy

     The Pledgor hereby acknowledges receipt of a fully executed copy of this
Agreement.

6.17 Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument, and it shall not be necessary
in making proof of this Agreement to produce or account for more than one such
counterpart.

6.18 Amalgamation of Subsidiaries

     The Pledgor acknowledges and agrees that (a) forthwith upon consummation of
the Acquisition and following execution of this Agreement, NACG Acquisition Inc.
and North American Construction Group Inc. will amalgamate, with the continuing
corporation being North American Construction Group Inc. ("Amalco"), and (b)
immediately upon the issuance of the Certificate of Amalgamation by Industry
Canada, all Securities of Amalco held by the Pledgor shall become Pledged
Securities hereunder and the Pledgor shall deliver to the Administrative Agent
all Certificates representing such Pledged Securities endorsed for transfer in
blank and/or accompanied by Transfer Documents duly executed in blank by the
Pledgor, and (c) Amalco shall be a Subsidiary hereunder and a party hereto for
all purposes and this Agreement shall remain in full force and effect.

                                      XV-14



IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of the date hereof.

                               PLEDGOR:

                               NORTH AMERICAN ENERGY PARTNERS INC.


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               SUBSIDIARIES:

                               NACG ACQUISITION INC.


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               NACG FINANCE LLC


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               AGENT:

                               ROYAL BANK OF CANADA, as Administrative Agent


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                               By:
                                  ----------------------------------------------
                                  Name:
                                  Title:

                                      XV-15



                                   SCHEDULE A
                       TO THE SECURITIES PLEDGE AGREEMENT

                           FORM OF ADDITION AGREEMENT

                               ADDITION AGREEMENT

     This Agreement is made as of _, 200_

BY:

          [_], a corporation under the laws of _ (the "New Subsidiary").

IN FAVOUR OF:

               ROYAL BANK OF CANADA, for itself and as agent for and on
               behalf of the Lenders and the Swap Lenders (hereinafter
               referred to as the "Administrative Agent")

WHEREAS pursuant to the Securities Pledge Agreement, the Pledgor is required to
cause any new Subsidiary to be added as a party to the Securities Pledge
Agreement by causing such new Subsidiary to execute this Addition Agreement;

AND WHEREAS the New Subsidiary has agreed to be bound by the Securities Pledge
Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the foregoing
recitals, the covenants and agreements herein contained and for other good and
valuable consideration (the receipt and adequacy of which are hereby
conclusively acknowledged), the New Subsidiary agrees as follows:

1.   Reference to Securities Pledge Agreement

     (a)  This Addition Agreement relates to the Securities Pledge Agreement
          dated as of November 26, 2003 among North American Energy Partners
          Inc., as pledgor, the Administrative Agent, and the Subsidiaries party
          thereto, as amended, modified, supplemented, restated or replaced in
          accordance with the provisions thereof (the "Securities Pledge
          Agreement").

     (b)  Capitalized terms used herein (including in the recitals and the
          preamble hereto) and not otherwise defined herein shall have the same
          meanings as are ascribed thereto in the Securities Pledge Agreement.

2.   Addition

     Effective as of _, 200_ (the "Addition Date"), the New Subsidiary shall
     become a party to the Securities Pledge Agreement as fully as if it had
     been an original signatory thereunder, and shall have all of the
     obligations of a Subsidiary under the Securities

                                      XV-16



     Pledge Agreement, including those set forth in Section 6.1 of the
     Securities Pledge Agreement.

3.   Notice

     Any notice or other communication to the New Subsidiary in connection with
     this Agreement or the Securities Pledge Agreement shall be deemed to be
     delivered if delivered in the manner set forth in Section 6.4 of the
     Securities Pledge Agreement at the following address:

          _
          [address]

          Attention: _
          Facsimile: _

4.   Governing Law

     This Agreement shall be governed by and interpreted in accordance with the
     laws of the Province of Alberta and the laws of Canada applicable therein
     and shall be treated in all respects as an Alberta contract.

     IN WITNESS WHEREOF the New Subsidiary has executed this Agreement as of the
date first written above.

_


By:
    -------------------------------------
    Name:
    Title:

By:
    -------------------------------------
    Name:
    Title:

                                      XV-17



                                   SCHEDULE B
               TO THE SECURITIES PLEDGE AGREEMENT FOR THE BORROWER

                DESCRIPTION OF PLEDGOR'S INTEREST IN SUBSIDIARIES

- --------------------------------------------------------------------------------
Name of Subsidiary:
- --------------------------------------------------------------------------------
Issued Share Capital:
- --------------------------------------------------------------------------------
Share Certificates and
Transfer Documents:
- --------------------------------------------------------------------------------

                                     XV-18



                                   EXHIBIT XVI
                               TO CREDIT AGREEMENT

                       FORM OF SECURITIES PLEDGE AGREEMENT
                        FOR SUBSIDIARIES OF THE BORROWER

                           SECURITIES PLEDGE AGREEMENT

THIS AGREEMENT made as of November 26, 2003

AMONG:

          [INSERT NAME OF SUBSIDIARY], a corporation under the laws of _ (the
          "Pledgor")

                                     - and -

          ROYAL BANK OF CANADA, for itself and as agent for and on behalf of the
          Lenders and the Swap Lenders (hereinafter referred to as the
          "Administrative Agent")

                                     - and -

          THE SUBSIDIARIES OF THE PLEDGOR WHO ARE OR FROM TIME TO TIME BECOME
          PARTY HERETO

WHEREAS the Pledgor has agreed to pledge the Collateral in order to secure the
payment and performance of the Secured Obligations, for which purpose the
Beneficiaries have appointed and authorized the Administrative Agent to act as
their attorney and agent for purposes of holding certain security granted by the
Pledgor.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the foregoing
recitals, the covenants and agreements herein contained and for other good and
valuable consideration (the receipt and adequacy of which are hereby
conclusively acknowledged), the parties hereto agree as follows:

                                   ARTICLE 1
                                 INTERPRETATION

1.1  Definitions

     In this Agreement, unless something in the subject matter or context
otherwise requires, capitalized terms used herein and not otherwise defined in
this Agreement (including the recitals and the preamble hereto) shall have the
meanings as are ascribed to such terms in the Credit Agreement and, in addition:

     "Agreement" means this agreement, as amended, modified, supplemented or
     restated from time to time in accordance with the provisions hereof.

                                     XVI-1



     "Beneficiaries" means the Lenders, the Swap Lenders and Royal Bank of
     Canada, for itself and as agent for and on behalf of the Lenders and the
     Swap Lenders from time to time.

     "Certificates" means all certificates and instruments evidencing or
     representing the Pledged Securities.

     "Charge" means the Liens created hereunder.

     "Collateral" has the meaning set forth in Section 2.1.

     "Credit Agreement" means the Credit Agreement dated as of November 26, 2003
     among North American Energy Partners Inc., as borrower, the Persons party
     thereto as lenders, Royal Bank of Canada, as agent, and the other agents,
     as amended, supplemented or otherwise modified or restated from time to
     time.

     "Distribution" means:

     (a)  the declaration, payment or setting aside for payment of any dividend
          or distribution on or in respect of any of the Collateral;

     (b)  the payment, distribution or return of any capital of any Subsidiary;
          or

     (c)  the redemption, retraction, purchase, retirement or other acquisition,
          in whole or in part, of any interests in the capital of any Subsidiary
          or any securities, instruments, or contractual rights capable of being
          converted into, exchanged or exercised for interests in the capital of
          any Subsidiary.

     "Pledged Securities" means all of the shares, options, warrants, rights and
     other securities and equity interests that the Pledgor now has or holds or
     hereafter has, holds, acquires, possesses or becomes entitled to in the
     capital of its Subsidiaries or their successors.

     "Pledgor Guarantee" means the Guarantee dated as of November 26, 2003 made
     by the Pledgor in favour of the Beneficiaries, as amended, supplemented or
     otherwise modified or restated from time to time.

     "PPSA" means the Personal Property Security Act (Alberta), including the
     regulations thereunder, as now enacted or as the same may from time to time
     be amended, re-enacted or replaced.

     "Secured Obligations" means, collectively and at any time and from time to
     time, all of the obligations, indebtedness and liabilities (present or
     future, absolute or contingent, matured or not) of the Pledgor to the
     Beneficiaries or any of them under the Pledgor Guarantee, whether the same
     are from time to time reduced and thereafter increased or entirely
     extinguished and thereafter incurred again.

     "Subsidiary" means, with respect to the Pledgor, any corporation,
     partnership, trust, limited liability company, association, joint venture
     or other business entity of which more than 50% of the total voting power
     of shares of stock or other ownership interests

                                     XVI-2



     entitled (without regard to the occurrence of any contingency) to vote in
     the election of the members of the Governing Body is at the time owned or
     controlled, directly or indirectly, by the Pledgor or one or more of the
     other Subsidiaries of the Pledgor or a combination thereof;

     "Transfer Documents" means, with respect to the transfer of Certificates or
     other Collateral, certificate transfers, powers of attorney or other
     instruments of transfer, in each case, executed in blank and in form and
     substance as may be required (from time to time) by the Administrative
     Agent.

1.2  Personal Property Security Act Definitions

     Unless something in the subject matter or context otherwise requires, all
terms defined in the PPSA which are used in this Agreement shall have the
meanings as are ascribed to such terms in the PPSA.

1.3  Interpretation

     In this Agreement:

     (a)  words importing the masculine gender include the feminine and neuter
          genders, corporations, partnerships and other Persons, and words in
          the singular include the plural, and vice versa, wherever the context
          requires;

     (b)  all references to designated Articles, Sections and other subdivisions
          are, unless the context otherwise requires, to be designated Articles,
          Sections and other subdivisions of this Agreement;

     (c)  any reference to a statute will include and will be deemed to be a
          reference to the regulations made pursuant to it, and to all
          amendments made to the statute and regulations in force from time to
          time, and to any statute or regulation that may be passed which has
          the effect of supplementing or superseding the statute referred to or
          the relevant regulation;

     (d)  references herein to any document, instrument or agreement means such
          document, instrument or agreement as originally executed, as modified,
          amended, supplemented or restated from time to time;

     (e)  the word "include(s)" means "include(s), without limitation", and the
          word "including" means "including, but not limited to";

     (f)  any reference to a Person will include and will be deemed to be a
          reference to any Person that is a successor to that Person;

     (g)  "hereof', "hereto", "herein", and "hereunder" mean and refer to this
          Agreement and not to any particular Article, Section or other
          subdivision;

     (h)  the headings are for convenience of reference only, do not form part
          of this Agreement and are not to be considered in the interpretation
          of this Agreement; and

                                     XVI-3



     (i)  any schedule hereto is incorporated by reference and shall be deemed
          to be part of this Agreement.

                                   ARTICLE 2
                                     PLEDGE

2.1  Pledge

     As collateral security for the prompt and complete payment and performance
when due of the Secured Obligations, the Pledgor does hereby pledge,
hypothecate, assign, charge, convey, set over and transfer unto the
Administrative Agent for the benefit of the Beneficiaries and does hereby grant
to the Administrative Agent for the benefit of the Beneficiaries a continuing
security interest in and to, and does hereby deliver unto the Administrative
Agent for the benefit of the Beneficiaries, all of the right, title and interest
of the Pledgor in, to and under the following, whether now owned or hereafter
held, possessed of, entitled to or acquired (including by way of amalgamation or
otherwise) and whether now existing or hereafter coming into existence (all
being collectively referred to herein as the "Collateral"):

     (a)  the Pledged Securities;

     (b)  all Certificates;

     (c)  all Distributions, whether in shares, other securities, money or
          property, received or receivable upon or in respect of the Pledged
          Securities and all interest payments and money or other property paid
          or payable on account of any return on, or repayment of, capital in
          respect of the Pledged Securities or otherwise distributed or
          distributable in respect thereof or that will in any way be charged
          to, or be payable out of, the capital of the issuer of the Pledged
          Securities in respect thereof;

     (d)  all securities issued in substitution for or in addition to any of the
          foregoing, any Certificates representing or evidencing such
          securities, and all cash, securities, distributions and other property
          at any time and from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all of the
          foregoing;

     (e)  all other property that may at any time be received or receivable or
          otherwise distributed or distributable to the Pledgor in respect of,
          in substitution for, in addition to or in exchange for, any of the
          foregoing; and

     (f)  to the extent not included in the foregoing, all cash and non-cash
          proceeds in respect of the foregoing and all rights and interest of
          the Pledgor in respect thereof or evidenced thereby including all
          money received or receivable from time to time by the Pledgor in
          connection with the sale of any of the foregoing (including all
          proceeds received or receivable in connection with the redemption or
          purchase for cancellation of any of the Pledged Securities).

                                     XVI-4



2.2  Subsequently Acquired Certificates

     Any additional Certificates at any time or from time to time after the date
hereof acquired or otherwise held by the Pledgor (by purchase, distribution or
otherwise), including any Certificates representing Pledged Securities of a
Subsidiary created, formed or acquired after the date hereof, shall form part of
the Collateral and the Pledgor will: (a) forthwith deliver such Certificates to
the Administrative Agent endorsed for transfer in blank and/or accompanied by
Transfer Documents duly executed in blank by the Pledgor, and (b) ensure that
all actions required to perfect the security interest therein of the
Administrative Agent under any requirement of law (including under the PPSA or
other Applicable Law) are promptly taken.

2.3  Delivery of Collateral; Registration in Name of the Administrative Agent

     All Certificates shall be endorsed for transfer in blank and/or accompanied
by Transfer Documents duly executed in blank by the Pledgor, all as satisfactory
to the Administrative Agent, and shall be delivered immediately to the
Administrative Agent or its nominee. Such Certificates and the Pledged
Securities represented thereby shall, at the option of the Administrative Agent,
be registered in the name of the Administrative Agent or its nominee upon the
occurrence of an Event of Default.

2.4  Uncertificated Interests

     Notwithstanding anything to the contrary contained in Sections 2.1 and 2.2
above, if any of the Pledged Securities (whether now owned or hereafter
acquired) is not evidenced by a Certificate, the Pledgor shall promptly notify
the Administrative Agent and shall promptly take all actions required to perfect
the Charge under Applicable Law (including under the PPSA). The Pledgor further
agrees to take such actions as the Administrative Agent, acting reasonably,
considers necessary or desirable to effect the foregoing and to permit the
Administrative Agent to exercise any of its rights and remedies hereunder, and
agrees to provide an opinion of counsel satisfactory to the Administrative
Agent, acting reasonably, with respect to any such pledge of uncertificated
interests upon the written request of the Administrative Agent.

2.5  Attachment

     The Pledgor acknowledges that value has been given and agrees that the
security interest granted hereby shall attach when the Pledgor signs this
Agreement and the Pledgor has any rights in the Collateral.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties

     The Pledgor represents and warrants to each of the Beneficiaries as at the
date hereof as follows:

     (a)  the Pledgor is the legal and beneficial owner of and has good title to
          the Collateral free and clear of all Liens other than the Liens
          constituted by the Collateral Documents (and other Permitted
          Encumbrances) and all of the Pledged Securities

                                     XVI-5



          have been validly issued and are outstanding as fully paid and
          non-assessable shares;

     (b)  the Pledgor's entire interest in the capital of each of the
          Subsidiaries as of the date hereof is accurately described in Schedule
          B hereto;

     (c)  this Agreement creates a valid security interest in all of the
          Pledgor's Collateral securing the payment of all the Secured
          Obligations. The Pledged Securities pledged by the Pledgor hereunder
          are, and any securities pledged in substitution therefor or in
          addition thereto will be, duly and validly pledged hereunder in
          accordance with Applicable Law;

     (d)  the Pledgor has the right to pledge the Collateral as herein provided;
          and

     (e)  the Pledgor is not a party to any outstanding agreement, option or
          contract to sell or otherwise dispose of all or any portion of the
          Collateral.

     The representations and warranties set out in this Agreement shall survive
the execution and delivery of this Agreement notwithstanding any investigations
or examinations which may be made by any of the Beneficiaries or their legal
counsel. Such representations and warranties shall survive until this Agreement
has been terminated and discharged in accordance with the Credit Agreement.

                                   ARTICLE 4
                DEALINGS WITH COLLATERAL AND ADDITIONAL COVENANTS

4.1  Rights and Duties of the Administrative Agent

     (a)  In the holding of the Collateral, the Administrative Agent and any
          nominee on its behalf is only bound to exercise the same degree of
          care as it would exercise with respect to similar property of its own
          of similar value held in the same place. The Administrative Agent and
          any nominee on its behalf will be deemed to have exercised reasonable
          care with respect to the custody and preservation of the Collateral if
          it takes such action for that purpose as the Pledgor reasonably
          requests in writing, but failure of the Administrative Agent or its
          nominee to comply with any such request will not of itself be deemed a
          failure to exercise reasonable care, so long as the degree of care
          required by the immediately preceding sentence has been exercised.

     (b)  The powers conferred on the Administrative Agent hereunder are solely
          to protect its interest in the Collateral and shall not impose any
          duty upon it to exercise any such powers. Except for the safe custody
          of any Collateral in its possession as required under Section 4.1(a)
          and the accounting for moneys actually received by it hereunder, the
          Administrative Agent shall have no duty as to any Collateral or as to
          the taking of any necessary steps to preserve rights against prior
          parties or any other rights pertaining to any Collateral and no such
          duties shall be implied as arising hereunder.

                                     XVI-6



4.2  Voting and Other Rights

     (a)  Subject to any restrictions in the Credit Agreement, unless an Event
          of Default has occurred which is continuing, the Pledgor is entitled
          to exercise, either directly or, if the Collateral is registered in
          the name of the Administrative Agent or its nominee, by power of
          attorney or proxy, all the rights and powers of a holder of such
          securities including the voting rights from time to time exercisable
          in respect of the Collateral and to give proxies, consents and waivers
          in respect thereof. No such action may be taken if it would violate or
          be inconsistent with this Agreement or any other Loan Document or,
          unless otherwise consented to by the Administrative Agent, would have
          the effect of imposing any restriction on the transferability of any
          of the Collateral.

     (b)  Upon the occurrence of an Event of Default which is continuing, the
          Administrative Agent may give the Pledgor a notice prohibiting the
          Pledgor from exercising the rights and powers of a holder of such
          securities including the voting rights in respect of the Collateral,
          at which time all such rights of the Pledgor will cease immediately
          and the Administrative Agent will have the right to exercise the
          rights and powers related to such Collateral including the right to
          vote.

4.3  Distributions

     (a)  Subject to any restrictions in the Credit Agreement, unless an Event
          of Default has occurred which is continuing:

          (i)  the Pledgor is entitled to receive all Distributions or other
               payments in respect of the Collateral; and

          (ii) if the Collateral has been registered in the name of the
               Administrative Agent or its nominee, the Administrative Agent
               will execute and deliver (or cause to be executed and delivered)
               to the Pledgor all directions and other instruments as the
               Pledgor may request for the purpose of enabling the Pledgor to
               receive the Distributions or other payments that the Pledgor is
               authorized to receive pursuant to Section 4.3(a)(i) above.

     (b)  Upon the occurrence of an Event of Default which is continuing, all
          rights of the Pledgor pursuant to Section 4.3(a) will cease and the
          Administrative Agent will have the sole and exclusive right and
          authority to receive and retain all payments that the Pledgor would
          otherwise be authorized to retain pursuant to Section 4.3(a). All
          money and other property received by the Administrative Agent pursuant
          to the provisions of this Section 4.3(b) may be applied on account of
          the Secured Obligations or may be retained by the Administrative Agent
          as additional Collateral hereunder and be applied in accordance with
          the provisions of this Agreement.

4.4  Additional Covenants

     The Pledgor agrees that it shall:

                                     XVI-7



     (a)  not (i) sell, assign (by operation of law or otherwise) or otherwise
          dispose of, or grant any option with respect to, any of the Pledged
          Securities, (ii) create or suffer to exist any Lien upon or with
          respect to any of the Pledged Securities, except for Permitted
          Encumbrances, or (iii) permit any Subsidiary to merge or consolidate
          except in accordance with the Credit Agreement and unless all of the
          outstanding Securities of the surviving or resulting Person are, upon
          such merger or consolidation, pledged hereunder and no cash,
          Securities or other property is distributed in respect of the
          outstanding Securities of any other constituent Person, unless the
          Administrative Agent otherwise consents;

     (b)  cause each Subsidiary not to issue any Securities in addition to or in
          substitution for the Pledged Securities issued by such Subsidiary,
          except to Pledgor;

     (c)  at its expense (i) perform and comply in all material respects with
          all terms and provisions of any agreement related to the Pledged
          Securities required to be performed or complied with by it, and (ii)
          maintain all such agreements in full force and effect;

     (d)  give Administrative Agent at least 30 days' prior written notice of
          (i) any change in such Pledgor's name, identity or corporate structure
          and (ii) any continuance or reorganization or other action that
          results in a change of the jurisdiction of organization of Pledgor;
          and

     (e)  promptly deliver to Administrative Agent all material written notices
          received by it with respect to the Pledged Securities.

                                   ARTICLE 5
                            REMEDIES AND REALIZATION

5.1  Remedies of Administrative Agent

     (a)  On and during the occurrence of an Event of Default that has not been
          waived in writing by the Administrative Agent, the Administrative
          Agent may, in addition to and without derogating in any way from its
          other available rights and remedies provided by Applicable Law,
          exercise all the rights and powers of a holder of the Collateral
          including:

          (i)  transfer any part of the Collateral into the name of the
               Administrative Agent or its nominee if it has not already done so
               in accordance with Section 2.3;

          (ii) take such steps as it considers desirable to maintain, preserve
               or protect the Collateral;

          (iii) exercise any and all rights and remedies of the Pledgor under or
               in connection with the Collateral, including exercise voting
               rights attaching to the Collateral (whether or not registered in
               the name of the Administrative Agent or its nominee) and give or
               withhold all consents and waivers in respect thereof;

                                     XVI-8



          (iv) exercise all rights of conversion, exchange or subscription, or
               any other rights, privileges or options pertaining to any of the
               Collateral;

          (v)  from time to time realize upon, collect, sell, transfer, assign,
               give rights or options to purchase or otherwise dispose of and
               deliver any Collateral in such manner as may seem advisable to
               the Administrative Agent. For such purposes each requirement
               relating thereto and prescribed by Applicable Law or otherwise is
               hereby waived by the Pledgor to the extent permitted by
               Applicable Law and in any offer or sale of any of the Collateral
               the Administrative Agent is authorized to comply with any
               limitation or restriction in connection with such offer or sale
               as the Administrative Agent may be advised by counsel is
               necessary in order to avoid any violation of Applicable Law, or
               in order to obtain any required approval of the sale or of the
               purchase by any Governmental Authority. Such compliance will not
               result in such sale being considered or deemed not to have been
               made in a commercially reasonable manner nor will the
               Administrative Agent be liable or accountable to the Pledgor for
               any discount allowed by reason of the fact that such Collateral
               is sold in compliance with any such limitation or restriction;

          (vi) purchase any of the Collateral, whether in connection with a sale
               made under the power of sale herein contained or pursuant to
               judicial proceedings or otherwise;

          (vii) subject to the requirements of Applicable Law, accept the
               Collateral in satisfaction or partial satisfaction of the Secured
               Obligations upon notice to the Pledgor of its intention to do so
               in the manner required by law;

          (viii) the Administrative Agent may charge on its own behalf and pay
               to others all amounts for reasonable expenses incurred and for
               services rendered in connection with the exercise of the rights
               and remedies of the Beneficiaries hereunder, including reasonable
               legal fees (on a solicitor and his own client basis), and
               accounting fees and expenses, and in every such case the amounts
               so paid together with all costs, charges and expenses incurred in
               connection therewith, including interest thereon at a rate per
               annum equal to the Prime Rate plus 2.0% per annum, shall be added
               to and form part of the Secured Obligations hereby secured; and

          (ix) the Administrative Agent may discharge any claim, Lien,
               encumbrance or any rights of others that may exist or be
               threatened against the Collateral, and in every such case the
               amounts so paid together with all reasonable costs, charges and
               expenses incurred in connection therewith shall be added to the
               Secured Obligations hereby secured.

     (b)  The Administrative Agent and the other Beneficiaries may:

          (i)  grant extensions of time;

          (ii) take and perfect or abstain from taking and perfecting security;

                                     XVI-9



          (iii) give up securities;

          (iv) accept compositions or compromises;

          (v)  grant releases and discharges; and

          (vi) release any part of the Collateral or otherwise deal with the
               Pledgor, debtors and creditors of the Pledgor, sureties and
               others and with the Collateral and other security as the
               Administrative Agent sees fit,

          without prejudice to the liability of the Pledgor to the
          Administrative Agent and the other Beneficiaries or their rights
          hereunder.

     (c)  The Beneficiaries shall not be liable or responsible for any failure
          to seize, collect, realize, or obtain payment with respect to the
          Collateral and shall not be bound to institute proceedings or to take
          other steps for the purpose of seizing, collecting, realizing or
          obtaining possession or payment with respect to the Collateral or for
          the purpose of preserving any rights of the Administrative Agent, the
          Pledgor or any other Person, in respect of the Collateral.

     (d)  The Administrative Agent shall apply any proceeds of realization of
          the Collateral to payment of reasonable expenses in connection with
          the preservation and realization of the Collateral as above described
          and the Administrative Agent shall apply any balance of such proceeds
          to payment of the Secured Obligations in accordance with the Credit
          Agreement. Subject to the requirements of Applicable Law, any surplus
          realized in excess of the Secured Obligations shall be paid over to
          the Pledgor.

5.2  Power of Attorney

     The Pledgor hereby appoints the Administrative Agent as attorney of the
Pledgor, with full authority in the place and stead of the Pledgor and in the
name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion at any time after the occurrence and during the continuance
of an Event of Default, to take any and all actions authorized or permitted to
be taken by the Administrative Agent under this Agreement or by Applicable Law
and to: (a) execute and deliver all instruments and other documents and do all
such further acts and things as may be reasonably required by the Administrative
Agent enforce the Charge and remedies provided hereunder or to better evidence
and perfect the Charge; and (b) take any action and execute any instrument which
the Administrative Agent, acting reasonably, may deem necessary or advisable to
accomplish the purposes of this Agreement, including, to ask for, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in connection with the Collateral, to
receive, endorse, and collect any drafts or other instruments, documents and
chattel paper in connection therewith, and to file any claims or take any action
or institute any proceedings which the Administrative Agent may deem to be
necessary or desirable for the collection thereof. Such appointment of the
Administrative Agent as the Pledgor's attorney is coupled with an interest and
is irrevocable.

                                     XVI-10



                                    ARTICLE 6
                                     GENERAL

6.1  Subsidiaries as Signatories

     Each of the Subsidiaries party hereto hereby consents to the granting of
the Charge in and to the Collateral to the extent required and hereby
acknowledges all of the terms and conditions of this Agreement and covenants and
agrees that it shall not act in a manner inconsistent herewith and shall execute
and deliver all instruments and other documents and do all such further acts and
things as may be reasonably required by the Administrative Agent to effectively
carry out the full intent and meaning of this Agreement, including, when
required hereunder, to enforce the Charge and remedies provided hereunder, or to
better evidence and perfect the Charge. The Subsidiaries are executing this
Agreement solely for the purposes set forth in the immediately preceding
sentence; the agreement of the Subsidiaries shall not be required for the
amendment of this Agreement unless its obligations under this Section 6.1 are
affected thereby.

6.2  New Subsidiaries

     If the Pledgor creates, forms or acquires a Subsidiary that is not a party
to this Agreement, the Pledgor shall promptly after the new Subsidiary is
created, formed or acquired:

     (a)  deliver the Certificates representing the Pledged Securities of such
          new Subsidiary, together with the appropriate Transfer Documents, to
          the Administrative Agent and take such other action as required by
          Section 2.2 hereof; and

     (b)  cause such new Subsidiary to become a party to and be bound by this
          Agreement by executing and delivering to the Administrative Agent an
          Addition Agreement substantially in the form of Schedule "A".

6.3  Benefit of the Agreement

     This Agreement shall be binding upon the successors and permitted assigns
of the Pledgor and shall benefit the successors and permitted assigns of the
Administrative Agent and other Beneficiaries.

6.4  Conflict of Terms; Entire Agreement

     This Agreement has been entered into as collateral security for the Secured
Obligations and is subject to all the terms and conditions of the Credit
Agreement and, if there is any conflict or inconsistency between the provisions
of this Agreement and the provisions of the Credit Agreement, the rights and
obligations of the Pledgor, the Administrative Agent and Beneficiaries shall be
governed by the provisions of the Credit Agreement. This Agreement together with
the Credit Agreement and the other Loan Documents constitute the entire
agreement between the Pledgor and the Administrative Agent with respect to the
subject matter hereof. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements, express, implied or
statutory, between the Beneficiaries and the Pledgor except as expressly set
forth therein and herein.

                                     XVI-11



6.5  Notices

     Any demand, notice or other communication to be given in connection with
this Agreement shall be given in writing and may be given by personal delivery,
registered mail, facsimile or other electronic means, addressed to the recipient
as follows:

To the Pledgor:

     Acheson Industrial Park #2
     53016 - Highway 60
     Spruce Grove, Alberta T7X 3G7

     Attention: President
     Facsimile: (780) 960-7103

To the Administrative Agent:

     Royal Bank of Canada, as Administrative Agent
     P.O. Box 50, 200 Bay Street
     Royal Bank Plaza
     12th Floor, South Tower
     Toronto, Ontario M5J 2W7

     Attention: Manager Agency
     Facsimile: (416) 842-4023

To a Subsidiary:

     At the Pledgor's address noted above (or at such other address indicated in
     a Subsidiary's Addition Agreement provided pursuant to Section 6.2 or other
     notice in writing)

or to such other address or facsimile number as any party may from time to time
notify the other in accordance with this Section. Any notice, communication or
demand made or given by personal delivery during usual business hours at the
place of receipt on a Business Day shall be deemed to have been given on the day
of actual delivery thereof. Any notice, communication or demand made or given by
personal delivery after usual business hours on a Business Day or by facsimile
or other electronic means of communication shall be deemed to have been given on
the first Business Day following the transmittal thereof.

6.6  Modification; Waivers; Assignment

     This Agreement may not be amended or modified in any respect except by
written instrument signed by the Pledgor and the Administrative Agent. No waiver
of any provision of this Agreement by the Administrative Agent shall be
effective unless the same is in writing and signed by the Administrative Agent,
and then such waiver shall be effective only in the specific instance and for
the specific purpose for which it is given. The rights of the Administrative
Agent (including those of any Beneficiary) under this Agreement may only be
assigned in accordance with the requirements of the Credit Agreement. The
Pledgor cannot assign its

                                     XVI-12



obligations under this Agreement. Any assignee of a Beneficiary shall be bound
hereby, mutatis mutandis.

6.7  Additional Continuing Security

     This Agreement and the Charge granted hereby are in addition to and not in
substitution for any other security now or hereafter held by the Administrative
Agent or the other Beneficiaries and this Agreement is a continuing agreement
and security that shall remain in full force and effect until discharged by the
Administrative Agent.

6.8  Discharge

     The Pledgor and the Collateral shall not, unless otherwise required by the
Credit Agreement, be discharged from the Charge or from this Agreement except by
a release or discharge in writing signed by the Administrative Agent upon the
permanent payment in full of the Secured Obligations.

6.9  No Release

     Subject to Section 4.1(a), the loss, injury or destruction of any of the
Collateral shall not operate in any manner to release or discharge the Pledgor
from any of its liabilities to the Beneficiaries.

6.10 No Obligation to Act

     Notwithstanding any provision of this Agreement or any other Loan Document
or the operation, application or effect hereof, the Administrative Agent, the
other Beneficiaries, or any representative or agent acting for or on behalf of
the foregoing, shall not have any obligation whatsoever to exercise or refrain
from exercising any right, power, privilege or interest hereunder or to receive
or claim any benefit hereunder.

6.11 Admit to Benefit

     No Person other than the Pledgor and the Beneficiaries shall have any
rights or benefits under this Agreement, nor is it intended that any such Person
gain any benefit or advantage as a result of this Agreement nor shall this
Agreement constitute a subordination of any security in favour of such Person.

6.12 Time of the Essence

     Time shall be of the essence with regard to this Agreement.

6.13 Waiver of Financing Statement, etc.

     To the extent permitted by Applicable Law, the Pledgor hereby waives the
right to receive from the Administrative Agent or the other Beneficiaries a copy
of any financing statement, financing change statement or other statement or
document filed or registered at any time in respect of this Agreement or any
verification statement or other statement or document issued by any registry
that confirms or evidences registration of or relates to this Agreement.

                                     XVI-13



6.14 Governing Law

     This Agreement shall be governed by and construed in accordance with the
laws of the Province of Alberta and the laws of Canada applicable therein.

6.15 Attornment

     The Pledgor, the Administrative Agent and each of the other Beneficiaries
each hereby attorn and submit to the jurisdiction of the courts of the Province
of Alberta. For the purpose of all legal proceedings, this Agreement shall be
deemed to have been performed in the Province of Alberta and the courts of the
Province of Alberta shall have jurisdiction to entertain any action or
proceeding arising under this Agreement. Notwithstanding the foregoing, nothing
herein shall be construed nor operate to limit the right of the Pledgor, the
Administrative Agent or any other Beneficiary to commence any action or
proceeding relating hereto in any other jurisdiction, nor to limit the right of
the courts of any other jurisdiction to take jurisdiction over any action,
proceeding or matter relating hereto.

6.16 Executed Copy

     The Pledgor hereby acknowledges receipt of a fully executed copy of this
Agreement.

6.17 Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument, and it shall not be necessary
in making proof of this Agreement to produce or account for more than one such
counterpart.

[Insert the following provision into the Securities Pledge Agreements for North
American Construction Group Inc.:

6.18 Amalgamation of Pledgor

     The Pledgor acknowledges and agrees that (a) forthwith upon consummation of
the Acquisition and following execution of this Agreement, it will amalgamate
with NACG Acquisition Inc., with the continuing corporation being North American
Construction Group Inc. ("Amalco"), and (b) immediately upon the issuance of the
Certificate of Amalgamation by Industry Canada, the Pledgor's obligations under
this Agreement shall continue as obligations of Amalco, Amalco shall be the
Pledgor hereunder and a party hereto for all purposes and this Agreement shall
remain in full force and effect, and (c) the Pledged Securities held by the
Pledgor immediately prior to the amalgamation shall continue to be property of
Amalco subject to the pledge hereunder.

[Insert the following provision into the Securities Pledge Agreements for NACG
Acquisition Inc.:

6.19 Amalgamation of Pledgor

     The Pledgor acknowledges and agrees that (a) forthwith upon consummation of
the Acquisition and following execution of this Agreement, it will amalgamate
with North American

                                     XVI-14



Construction Group Inc., with the continuing corporation being North American
Construction Group Inc. ("Amalco"), and (b) immediately upon the issuance of the
Certificate of Amalgamation by Industry Canada, the Pledgor's obligations under
this Agreement shall continue as obligations of Amalco.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of the date hereof.

                                    PLEDGOR:

                                    [INSERT NAME]


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    SUBSIDIARIES:

                                    [insert signature blocks for Subsidiaries
                                    existing on date of execution]


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    AGENT:

                                    ROYAL BANK OF CANADA,
                                    as Administrative Agent


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     XVI-15



                                   SCHEDULE A
                       TO THE SECURITIES PLEDGE AGREEMENT

                           FORM OF ADDITION AGREEMENT

                               ADDITION AGREEMENT

     This Agreement is made as of _, 200_

BY:

          [_], a corporation under the laws of _ (the "New Subsidiary")

IN FAVOUR OF:

          ROYAL BANK OF CANADA, for itself and as agent for and on behalf of the
          Lenders and the Swap Lenders (hereinafter referred to as the
          "Administrative Agent")

WHEREAS pursuant to the Securities Pledge Agreement, the Pledgor is required to
cause any new Subsidiary to be added as a party to the Securities Pledge
Agreement by causing such new Subsidiary to execute this Addition Agreement;

AND WHEREAS the New Subsidiary has agreed to be bound by the Securities Pledge
Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the foregoing
recitals, the covenants and agreements herein contained and for other good and
valuable consideration (the receipt and adequacy of which are hereby
conclusively acknowledged), the New Subsidiary agrees as follows:

1.   Reference to Securities Pledge Agreement

     (a)  This Addition Agreement relates to the Securities Pledge Agreement
          dated as of November 26, 2003 among North American Energy Partners
          Inc., as pledgor, the Administrative Agent, and the Subsidiaries party
          thereto, as amended, modified, supplemented, restated or replaced in
          accordance with the provisions thereof (the "Securities Pledge
          Agreement").

     (b)  Capitalized terms used herein (including in the recitals and the
          preamble hereto) and not otherwise defined herein shall have the same
          meanings as are ascribed thereto in the Securities Pledge Agreement.

2.   Addition

     Effective as of _, 200_ (the "Addition Date"), the New Subsidiary shall
     become a party to the Securities Pledge Agreement as fully as if it had
     been an original signatory thereunder, and shall have all of the
     obligations of a Subsidiary under the Securities

                                     XVI-16



     Pledge Agreement, including those set forth in Section 6.1 of the
     Securities Pledge Agreement.

3.   Notice

     Any notice or other communication to the New Subsidiary in connection with
     this Agreement or the Securities Pledge Agreement shall be deemed to be
     delivered if delivered in the manner set forth in Section 6.4 of the
     Securities Pledge Agreement at the following address:

          _
          [address]

          Attention: _
          Facsimile: _

4.   Governing Law

     This Agreement shall be governed by and interpreted in accordance with the
     laws of the Province of Alberta and the laws of Canada applicable therein
     and shall be treated in all respects as an Alberta contract.

     IN WITNESS WHEREOF the New Subsidiary has executed this Agreement as of the
date first written above.

_


By:
    -----------------------------
    Name:
    Title:


By:
    -----------------------------
    Name:
    Title:

                                     XVI-17



                                   SCHEDULE B
                       TO THE SECURITIES PLEDGE AGREEMENT
                        FOR SUBSIDIARIES OF THE BORROWER

                DESCRIPTION OF PLEDGOR'S INTEREST IN SUBSIDIARIES

- --------------------------------------------------------------------------------
Name of Subsidiary:

- --------------------------------------------------------------------------------
Issued Share Capital:

- --------------------------------------------------------------------------------
Share Certificates and
Transfer Documents:

- --------------------------------------------------------------------------------

                                     XVI-18



                                  EXHIBIT XVII
                               TO CREDIT AGREEMENT

                           FORM OF DEPOSIT INSTRUMENT

                               DEPOSIT INSTRUMENT

     THIS DEPOSIT INSTRUMENT is made _, 200    between _, a
                                           ---
[corporation/partnership/            ] under the laws of _ (the "Debtor") and
                         ------------
Royal Bank of Canada (who and whose successors and assigns as holders of the
Debenture referred to below are herein called the "Holder"), for itself and as
agent for and on behalf of the Lenders and the Swap Lenders (collectively, the
"Beneficiaries").

     WHEREAS:

     The Debtor has, by Guarantee dated _, 200    (the "Guarantee"), guaranteed
                                              ---
the [Obligations and the Secured Swap Obligations;]

     The Debtor has issued its Demand Debenture and Negative Pledge dated _,
200___ in the principal amount of Cdn. $300,000,000 (such debenture as amended,
supplemented or reissued is herein called the "Debenture");

     The Debtor has agreed to deposit the Debenture with the Holder as general
and continuing collateral security for all present and future indebtedness,
obligations and liabilities of the Debtor to the Beneficiaries as set out
herein;

     NOW THEREFORE in consideration of the premises and of the sum of $10.00 now
paid by the Holder to the Debtor, the receipt and sufficiency of which are
hereby acknowledged, the Debtor agrees with the Holder for the benefit of the
Beneficiaries as follows:

1.   Definitions; Defined Terms; Headings

     (a)  In this Instrument, unless there is something in the subject matter or
          context inconsistent therewith:

          "Credit Agreement" means the Credit Agreement dated November 26, 2003
          among North American Energy Partners Inc., as borrower, Royal Bank of
          Canada, as agent, the other agents, and the Persons party thereto as
          lenders, as amended, modified, supplemented or restated from time to
          time.

          "Liabilities" has the meaning set forth in Section 2.

     (b)  Terms and expressions which are defined in the Credit Agreement shall,
          when used herein, and unless otherwise defined, have the meanings as
          therein ascribed to them.

                                     XVII-1



     (c)  The division of this Instrument into Sections and the insertion of
          headings is for convenience of reference only and shall not affect the
          construction or interpretation of this Instrument.

     (d)  The terms "this Instrument", "hereof", "hereunder" and similar
          expressions refer to this Instrument and not to any particular Section
          or other portion hereof and include any amendments or supplements
          hereto. Unless otherwise stated, references herein to Sections are to
          Sections of this Instrument.

     (e)  Words importing the singular number shall include the plural and vice
          versa, and words importing gender shall include the masculine,
          feminine and neuter genders.

     (f)  The word "including" shall not be construed to limit or restrict the
          matter that precedes it.

2.   Deposit of Debenture

     The Debenture (together with all renewals thereof, substitutions therefor,
accretions thereto, interest thereon and proceeds thereof) is hereby delivered
to and deposited with the Holder to be held by the Holder as continuing
collateral security for the payment and performance by the Debtor of all
[Obligations and Secured Swap Obligations] [Guaranteed Obligations (as defined
in the Guarantee)] (present or future, direct or indirect, absolute or
contingent, matured or not, extended or renewed), wheresoever and howsoever
incurred and any ultimate unpaid balance thereof and whether the same is from
time to time reduced and thereafter increased or entirely extinguished and
thereafter incurred again and whether the Debtor be bound alone or with another
or others and whether as principal or surety (collectively, the "Liabilities").
[use first bracketed text for Borrower and second for Subsidiary Guarantors]

3.   Rights as Holder to Enforce Debenture

     The Holder is hereby authorized as the holder of the Debenture, and without
selling or purchasing the Debenture, to exercise any and all rights of a holder
of the Debenture as set forth in this section. During the existence of an Event
of Default (as defined in the Credit Agreement) or if the Credit Agreement is no
longer in effect, an "Event of Default" (or equivalent designation) in any
Lender Hedge Agreement (as applicable, an "Event of Default"), the Holder may
demand payment under the Debenture and enforce the security thereby constituted.
At any other time, the Holder of the Debenture may, as permitted thereunder,
exercise or cause to be exercised for its benefit all or any of the other rights
therein provided, including enforcing all other terms, covenants, provisions and
agreements therein contained, both (as permitted therein) before and after the
occurrence of an Event of Default. Except as provided in Section 7 hereof,
nothing herein shall be deemed to suspend or otherwise modify or affect the
obligations of the Debtor or the rights of a holder of the Debenture, all as
provided therein.

4.   Realization by Sale

     In addition to the foregoing rights and remedies, the Holder shall be
entitled, upon an Event of Default occurring and which is continuing, to sell or
otherwise dispose of the Debenture

                                     XVII-2



by public sale (including public auction) or private or closed tender or by
private contract, with only those notices, if any, as are required by Applicable
Law, and with or without advertising and without any other formality (except as
otherwise required by Applicable Law), and such sale or disposition shall be on
such terms and conditions as to title, credit and otherwise and as to upset or
reserve bid or price as may seem advantageous to the Holder, and the Holder
shall not be required to accept the highest or any bid or tender at any public
sale. The Holder or any Beneficiary may itself purchase the Debenture unless
prohibited from doing so by Applicable Law. The Holder may rescind or vary any
contract for the sale or other disposition of the Debenture and may resell the
Debenture without being answerable for any loss occasioned thereby, and may
delay any sale or disposition of the Debenture in whole or in part.

5.   Power of Attorney

     To give full effect hereto, the Holder or any officer of the Holder is,
during the existence of an Event of Default, hereby irrevocably appointed
attorney of the Debtor, with full power of substitution, for and in the name of
the Debtor to sign and seal all documents and to fill in all blanks in signed
powers of attorney and transfers necessary in order to complete the transfer of
the Debenture to the Holder or its officers or to any purchaser.

6.   Records of Holder

     The records of the Holder as to payment of any Liabilities being in default
or of any demand for payment having been made will be prima facie evidence of
such default or demand.

7.   Amount Secured

     Notwithstanding the principal amount of the Debenture and the interest rate
provided therein on such principal amount, the indebtedness, liabilities and
obligations secured by the deposit thereof to the Holder pursuant hereto shall
not exceed the amount of the Liabilities.

8.   Charges and Expenses

     The Debtor shall pay to the Holder all reasonable out-of-pocket costs and
expenses, including all legal fees (on a solicitor and his own client basis) and
other expenses incurred by the Holder from time to time in the documentation,
execution, registration, enforcement, realization and collection of or in
respect of this Instrument. All such amounts shall become part of the
Liabilities, shall be payable by the Debtor on demand, shall bear interest at
the rate set forth in the Debenture in respect of the principal amount thereof
calculated from the date incurred by the Holder to the date paid by the Debtor,
and such amounts and interest shall be secured by the Debenture. This provision
shall not be construed to limit any other provisions of the Credit Agreement,
the Guarantee, the Debenture, any other Loan Document or any Lender Hedge
Agreement dealing with the charge-back to the Debtor of expenses incurred by a
Beneficiary.

9.   Remedies Not Exclusive

     Each and every right, remedy and power conferred by this Instrument is in
supplement of and in addition to and not in substitution for any other right,
remedy or power the Holder may

                                     XVII-3



have from time to time under this Instrument, the Credit Agreement, the
Guarantee, the Debenture, any other Loan Document, any Lender Hedge Agreement,
or in any other agreement or under the law in force at the time of the exercise
of such right, remedy or power. The Holder may proceed when so entitled by way
of any action, suit, remedy or other proceeding at law or in equity and no such
remedy for the enforcement of the rights of the Holder shall be exclusive of or
dependent on any other such remedy. Any one or more of such remedies may from
time to time be exercised separately or in combination. Notwithstanding the
foregoing, the Holder shall not be bound to deal with the Debenture, to exercise
any right or remedy as aforesaid, or to preserve rights against other Persons.

10.  Extensions

     The Holder may grant renewals, extensions of time and other indulgences,
take, release and give up securities, accept compositions, grant releases and
discharges, perfect or fail to perfect any securities, and otherwise deal or
fail to deal with the Debtor, guarantors, sureties and others and with the
Debenture and other securities as the Holder may see fit, all without prejudice
to the liability of the Debtor or the Holder's rights and powers under this
Instrument or the Debenture.

11.  Amendments or Supplemental Debentures

     Any amendments or supplemental debentures to the Debenture shall, upon
execution by the Debtor and delivery to the Holder, be deemed to be deposited
hereunder and included in the term "Debenture" for the purposes hereof, unless
expressly provided otherwise.

12.  No Merger

     The Debenture and this Instrument shall not operate by way of merger of all
of the Liabilities and neither the taking of any judgment nor the exercise of
any power of sale shall operate to extinguish the liability of the Debtor to
make payment of, or to satisfy the Liabilities nor shall the acceptance of any
payment or alternate security constitute or create any novation, and it is
further agreed that the taking of a judgment or judgments under any of the
covenants herein contained shall not operate as a merger of such covenants.

13.  Governing Law

     (a)  THIS INSTRUMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
          AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
          PROVINCE OF ALBERTA AND THE LAW OF CANADA APPLICABLE THEREIN.

     (b)  The Debtor agrees that the courts of Alberta shall have jurisdiction
          to hear and determine any suit, action or proceeding and to settle any
          disputes which may arise out of or in connection with the aforesaid
          document and it irrevocably submits to the non-exclusive jurisdiction
          of such courts, without prejudice to the rights of the Holder to take
          proceedings in any other jurisdictions, whether concurrently or not.

                                     XVII-4



     (c)  The Debtor agrees that final judgment in any such suit, action or
          proceeding brought in such courts shall be conclusive and binding upon
          it and may be enforced against it in the courts of Canada (or any
          other courts to the jurisdiction of which it or its property is
          subject) by a suit upon such judgment, provided that it does not waive
          any right to appeal any such judgment, to seek any stay or otherwise
          to seek reconsideration or review of any such judgment.

14.  Assignment by Debtor

     The Debtor shall not and cannot assign its obligations under this
Instrument, or take any steps or enter into any transaction of any nature which
would have that effect (except as expressly permitted by the Credit Agreement
or, following termination of the Credit Agreement, any Lender Hedge Agreement),
without the prior written consent of the Holder, which may be arbitrarily
withheld. Subject to the foregoing, all obligations of the Debtor hereunder
shall bind the Debtor and its successors and assigns.

15.  Assignment by Holder

     The Holder may at any time assign this Instrument as provided in the Credit
Agreement, or following termination of the Credit Agreement, any Lender Hedge
Agreement.

16.  Copy Received

     To the extent permitted by Applicable Law, the Debtor acknowledges having
received from the Holder a copy of this executed Instrument.

17.  Waiver of Right to Receive Copy of Statements

     The Debtor waives any right it now has or hereafter may have to receive
from the Holder a copy of any financing statement in which the Debtor is named
as a debtor, or a copy of statements used by a personal property security
registry to confirm registration of financing statements.

18.  Severability

     If one or more of the provisions of this Instrument is, or is adjudged to
be, invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby, and such invalid, illegal or unenforceable
provision shall, to the extent permitted at law, be severable.

19.  Security in Addition

     The rights hereby constituted are not in substitution for any other
security for the Liabilities, or for any other agreement between the parties
whether or not creating any security interest in all or part of the property of
the Debtor whether heretofore or hereafter made, and such security and such
agreement shall be deemed to be continued and not affected hereby unless
expressly provided to the contrary in a writing signed by the Debtor and the
Holder. The taking of any action or proceedings or refraining from so doing, or
any other dealing with any other

                                     XVII-5



security for the Liabilities or any part thereof shall not release or affect
this Instrument and neither the taking of any proceedings hereunder or under the
Debenture for the realization of any security shall release or affect any other
security held by the Holder or any Beneficiary for the payment or performance of
the Liabilities.

20.  Waivers and Consents

     No waiver of any provision hereof, or consent to any action or inaction
shall be effective unless the same is in writing and signed by the party
granting the same. Such waivers and consents shall not extend to any matters
other than those in respect of which the same were given, and the same may be
subject to such conditions as the party giving the same may stipulate.

21.  Further Assurances

     (a)  Each party shall promptly cure any defect by it in the execution and
          delivery of this Instrument upon request of the other party hereto.

     (b)  The Debtor, at its expense, shall promptly deliver to the Holder, upon
          request by the Holder in writing, all such other and further
          documents, agreements, opinions, certificates and instruments
          (executed, as necessary) in order to give effect to the covenants and
          agreements of the Debtor in this Instrument, all as may be reasonably
          necessary or appropriate in connection therewith.

22.  Holder Not Bound to Advance

     Neither the execution and delivery nor the registration of the Debenture
shall in itself for any reason whatsoever obligate or bind the Holder to advance
any moneys or, having advanced a portion, in itself obligate the Holder in any
way to advance the balance in any portion thereof; but nevertheless the
Debenture and the mortgages, charges and security interests thereby constituted
shall take effect forthwith upon execution of the Debenture and shall operate as
security for the Liabilities.

23.  Effective Notice

     Any and all notices or other communications required or permitted pursuant
to this Instrument shall be in writing and shall be given in the manner
stipulated in the Debenture.

24.  Discharge

     Upon the permanent payment in full of all of the Liabilities and
termination of the [Credit Agreement, the Guarantee and each Lender Hedge
Agreement] [the Guarantee and each Lender Hedge Agreement] secured by the
deposit of the Debenture hereunder, the Holder shall release and discharge the
Debenture and this Instrument, and shall redeliver the Debenture to the Debtor
for cancellation. [use first bracketed text for Borrower and second for
Subsidiary Guarantors]

                                     XVII-6



[Insert the following provision into the Deposit Instruments of NACG Acquisition
Inc. and North American Construction Group Inc.:

25.  Amalgamation of Debtor

     The Debtor acknowledges and agrees that (a) forthwith upon consummation of
the Acquisition and following execution of this Instrument, it will amalgamate
with [NACG Acquisition Inc./North American Construction Group Inc.], with the
continuing corporation being North American Construction Group Inc. ("Amalco"),
and (b) immediately upon the issuance of the Certificate of Amalgamation by
Industry Canada, the Debtor's obligations under this Instrument shall continue
as obligations of Amalco, Amalco shall be the Debtor hereunder and a party
hereto for all purposes and this Instrument shall remain in full force and
effect.

     IN WITNESS WHEREOF the undersigned have executed this Instrument.

                                    _


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    ROYAL BANK OF CANADA,
                                    as Administrative Agent


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     XVII-7



                                  EXHIBIT XVIII
                             TO THE CREDIT AGREEMENT

                      FORM OF OPINION OF BORROWER'S COUNSEL

[FINAL FORM OF OPINION TO BE INSERTED]

                                     XVIII-1



                                   EXHIBIT XIX
                             TO THE CREDIT AGREEMENT

                     FORM OF OPINION OF FINANCE CO. COUNSEL

[FINAL FORM OF OPINION TO BE INSERTED]

                                     XIX-1



                                    SCHEDULES

SCHEDULE 2.1:    LENDERS' COMMITMENTS AND PRO RATA SHARES

SCHEDULE 6.1M:   EQUIPMENT CONTINUING TO BE HELD UNDER LEASES

SCHEDULE 7.1:    SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE;
                 OWNERSHIP; MANAGEMENT

SCHEDULE 7.2:    GOVERNMENT CONSENTS

SCHEDULE 7.5B:   REAL PROPERTY INTERESTS

SCHEDULE 7.5C:   MATERIAL SERIAL NUMBER EQUIPMENT

SCHEDULE 7.5D:   INTELLECTUAL PROPERTY

SCHEDULE 7.8:    MATERIAL CONTRACTS

SCHEDULE 9.1:    EXISTING INDEBTEDNESS

SCHEDULE 9.2:    PERMITTED LIENS

SCHEDULE 9.3:    EXISTING INVESTMENTS

SCHEDULE 9.4:    CONTINGENT OBLIGATIONS

                                      S-1



                                  SCHEDULE 2.1
                    LENDERS' COMMITMENTS AND PRO RATA SHARES

- -----------------------------------------------------------------------
Lender                 Revolving Loans    Term Loans   Total Commitment
- -----------------------------------------------------------------------
Royal Bank of Canada     $35,000,000     $25,000,000      $60,000,000
- -----------------------------------------------------------------------
BNP Paribas (Canada)     $35,000,000     $25,000,000      $60,000,000
- -----------------------------------------------------------------------

                                      S-2



                                  SCHEDULE 6.1M
                             EQUIPMENT UNDER LEASES



Unit    Description                                  Serial No.                 Lessor
                                                                       
MT334   Hitachi EH5000                               402RDC76985                HSBC
MT335   Hitachi EH5000                               402RDC76986                HSBC
S5576   Hitachi EX5500                               18B00C00000508             Wajax
1019    2003, GMC 4 x 4 S/C                          1GTEK19T73Z136502          Transportaction
1020    Ford F350 Crew Cab 4x4                       1FTSW31L33EB16611          Transportaction
1021    Ford F350 Crew Cab 4x4                       1FTSW31L73EB16613          Transportaction
1022    Ford F350 Crew Cab 4x4                       1FTSW31L93EB16614          Transportaction
1023    Ford F350 Crew Cab 4x4                       1FTSW31L43EB16617          Transportaction
1024    Ford F350 Crew Cab 4x4                       1FTSW31L63EB16618          Transportaction
1025    Ford F350 Crew Cab 4x4                       1FTSW31L63EB16621          Transportaction
1026    Ford F350 Crew Cab 4x4                       1FTSW31L43EB16620          Transportaction
1027    Ford F350 Crew Cab 4x4                       1FTSW31LX3EB16606          Transportaction
1028    Ford F350 Crew Cab 4x4                       1FTSW31L13EB16607          Transportaction
1029    Ford F350 Crew Cab 4x4                       1FTSW31L33EB16608          Transportaction
1030    Ford F150 4x4 S/C                            2FTPX18L63CA59209          Transportaction
1031    Ford F150 4x4 S/C                            2FTPX18L23CA59210          Transportaction
1032    Ford F150 4x4 S/C                            2FTPX18L43CA57121          Transportaction
1033    Ford F150 4x4 S/C                            2FTPX18L73CA53709          Transportaction
1035    GMC Savana 15 Passenger Van                  1GJHG39R8Y1214105          Transportaction
1036    F250 4X4 S/C                                 1FTNX21L43EB29579          Transportaction
1037    Ford F150 4x4 S/C                            2FTPX18LX3CA68964          Transportaction
1038    Ford F150 4x4 S/C                            2FTPX18L13CA68965          Transportaction
1039    Ford F150 4x4 S/C                            2FTPX18L33CA68966          Transportaction
1040    Ford F150 4x4 S/C                            2FTPX18L53CA68967          Transportaction
1041    Ford F150 4x4 S/C                            2FTPX18L23CA57120          Transportaction
1042    Ford F150 4x4 S/C                            2FTPX18L63CA57122          Transportaction
1043    Ford F450                                    1FDXF46P13EC25233          Transportaction
1034    GMC Envoy (Toth)                             1GKDT13S632132396          Transportaction
959     GMC Sierra 4x4 (Fraser)                      1GTEK19TX2Z278115          Transportaction
897     GMC Sierra SLE 2WD                           2GTEC10V11312917           Transportaction
1001    Toyota Tundra (Moore)                        5TBBT481X3S370063          Transportaction
765     Toyota 4 Runner (Doig)                       JT3HN86R5YD279616          Transportaction
T0751   Cat Challenger CH75D                         5AR00216                   Cat Financial
1044    Mack - Water Truck                           1M1AA13Y7SW046109          Transportaction
1045    Ford F150 4x4 S/C                            2FTPX18L43CA64117          Transportaction
1046    Ford F150 4x4 S/C                            2FTPX18L13CA76404          Transportaction
1047    Kenworth Steam Truck                         3NKMHD8X2VF944974          Transportaction
1048    Mack - Water Truck                           1M1AA13Y2VW078440          Transportaction
1049    Mack - Water Truck                           1M2AA18C6VW079177          Transportaction
1050    Ford Passenger Van                           1FBSSS31L93HB46551         Transportaction
1051    Ford F150 4x4 S/C                            2FTPX18L83CA90073          Transportaction
1052    Ford F150 4x4 S/C                            2FTPX18LX3CA90074          Transportaction
1053    Ford F150 4x4 S/C                            2FTPX18L33CA90076          Transportaction
1055    Ford 15 Passenger Van                        1FBSS31L83HB31135          Transportaction
1056    Ford F350 Crew Cab 4x4                       1FTSW31L53ED71387          Transportaction
1057    Ford F250 CC 4x4                             1FTNW21L13ED48566          Transportaction


                                       S-3





Unit    Description                                  Serial No.                 Lessor
                                                                       
1058    Fuel Truck                                   Vehicle not yet received   Transportaction
1059    Fuel Truck                                   Vehicle not yet received   Transportaction
1060    Ford F150 4x4 S/C                            2FTPX18L93CA90079          Transportaction
1061    Ford F150 4x4 S/C                            2FTPX18L53CA91830          Transportaction
1062    Ford F150 4x4 S/C                            2FTPX18L73CA91831          Transportaction
1063    Ford F150 4x4 S/C                            2FTPX18L93CA91832          Transportaction
1064    Fuel Truck                                   Vehicle not yet received   Transportaction
1065    Ford F350 Crew Cab 4x4                       1FTSW31L74EA30090          Transportaction
1066    Ford F350 Crew Cab 4x4                       1FTSW31L64EA300095         Transportaction
1067    Ford F350 Crew Cab 4x4                       1FTSW31L44EA300094         Transportaction
1068    Ford F350 Crew Cab 4x4                       1FTSW31L24EA300093         Transportaction
1069    Ford F150 4x4 S/C                            2FTPX18LX3CA91421          Transportaction
1070    Ford F150 4x4 S/C                            2FTPX18L13CA91419          Transportaction
1071    Ford F350 Crew Cab 4x4                       1FTSW31L24EA30059          Transportaction
1072    Ford F350 Crew Cab 4x4                       1FTSW31L94EA30060          Transportaction
1073    Ford F350 Crew Cab 4x4                       1FTSW31L04EA30061          Transportaction
1074    Ford F350 Crew Cab 4x4                       1FTSW31L24EA30062          Transportaction
1075    Ford F350 Crew Cab 4 x 4                     1FTSW31L14EA30067          Transportaction
1076    Ford F350 Crew Cab 4 x 4                     1FTSW31L34EA30068          Transportaction
1077    Ford F350 Crew Cab 4 x 4                     1FTSW31L54EA30069          Transportaction
1078    Ford F350 Crew Cab 4 x 4                     1FTSW31L14EA30070          Transportaction
1079    Ford F350 Crew Cab 4 x 4                     1FTSW31L34EA30071          Transportaction
1080    Ford F350 Crew Cab 4 x 4                     1FTSW31L54EA30072          Transportaction
1081    Ford F350 Crew Cab 4 x 4                     1FTSW31L74EA30073          Transportaction
1082    Ford F350 Crew Cab 4 x 4                     1FTSW31L94EA30074          Transportaction
1083    Ford F350 Crew Cab 4 x 4                     1FTSW31L04EA30075          Transportaction
1084    Ford F350 Crew Cab 4 x 4                     1FTSW31L24EA30076          Transportaction
1085    Ford F350 Crew Cab 4 x 4                     1FTSW31L04EA30092          Transportaction
1086    Ford F350 Crew Cab 4 x 4                     1FTSW31L84EA30096          Transportaction
1087    Ford F350 Crew Cab 4 x 4                     1FTSW31L14EA30098          Transportaction
1088    Ford F350 Crew Cab 4 x 4                     1FTSW31L34EA30099          Transportaction
1089    Ford F150 4x4 S/C                            1FTPW14594KB43922          Transportaction
1090    Ford F150 4x4 C/C                            2FTPX18L83CA7S737          Transportaction
1091    Ford E350 138" WB SD, series Ext. Wagon XL   1FBSS31L74HA15118          Transportaction
1092    Ford E350 138" WB SD, series Ext. Wagon XL   1FBSS31L24HA18265          Transportaction
T91     Tridem Stepdeck, 53'                         2J9W3A1FXK001010           Transportaction
T92     Tandem Flatdeck, 45'                         2FEP04527KB619801          Transportaction
T93     Tandem Flatdeck, 45'                         2R1B3X3CDF1001613          Transportaction
C0454   Crawler 450H                                 917171                     Brandt
E1002   Excavator 110 JD                             P00110X020272              Brandt
L9083   Loader TC62H                                 TC62H587641                Brandt
L9084   Loader TC62H                                 DWTC62H587595              Brandt
CP041   Packer SD40D                                 164890                     Coneco
CP051   Packer SD122D                                170874                     Coneco
CP052   Packer SD122D                                171116                     Coneco
CP053   Packer SD110D                                162464                     Coneco
AT370   Truck 400                                    8PS00768                   Finning
AT371   Truck 300                                    7FN00652                   Finning


                                       S-4





Unit    Description                                  Serial No.                 Lessor
                                                                       
AT372   Truck 300                                    7FN00788                   Finning
AT373   Truck 300                                    7FN00852                   Finning
AT374   Truck 300                                    7FN00789                   Finning
AT375   Truck 300                                    7FN00895                   Finning
AT376   Truck 300                                    7FN00256                   Finning
AT377   Truck 300                                    7FN00594                   Finning
AT378   Truck 300                                    7FN00792                   Finning
C0322   Caterpillar D3CLGP                           5SG01038                   Finning
C0979   Caterpillar D9R                              ABK00704                   Finning
C0980   Caterpillar D9R                              ABK00708                   Finning
CP040   Packer CS563D                                9MW00589                   Finning
L7083   Loader IT28G                                 8CR02939                   Finning
- ---     Caterpillar 1455161                          J22680-5                   Finning
- ---     Caterpillar 1502568-K                        J2280-3                    Finning
SS089   Skidsteer 85XT                               JAF0376220                 Hammer
SS090   Skidsteer 85XT                               JAF0376242                 Hammer
SS091   Skidsteer 95XT                               JAF0342492                 Hammer
C0602   Crawler D6R pat                              DMP00311                   Kramer
C0604   Crawler D6R                                  CAT00D6RVAEP00218          Kramer
ML001   Man Lift Manitou                             178319                     Leavitt
E2089   Excavator ZX200LC                            ARH310224                  Wajax
E3316   Excavator EX330LC                            1H1P022610                 Wajax
E3317   Excavator ZX330LC                            HCM1HH00H00031399          Wajax
E3318   Excavator ZX330LC                            HCM1HH00T00031455          Wajax
E3319   Hitachi Excavator ZX330LC                    HCM1HH00T0031396           Wajax
E3399   Hitachi Excavator ZX330LC                    HCM1HH00T031357            Wajax
MT336   Hitachi EH5000                               402RDC76987                Wajax Finance
                                                                                Dan-Mar Equipment Sales
RB100   DL562, 20' stick                             6X1993                     & Services Ltd.
                                                                                Dan-Mar Equipment Sales
RB101   D6D Sideboom, 20' stick                      6X1603                     & Services Ltd.
- ---     OCE 7056-New                                 0705623019                 Ikon Office Solutions Inc.
- ---     Canon IC2210-New Digital Copier              NLV02947                   Ikon Office Solutions Inc.
- ---     Canon IR5000 Digital Copier                  MPL36278                   Ikon Office Solutions Inc.
- ---     Canon IR550-New Digital Copier               NNT25868                   Ikon Office Solutions Inc.
- ---     Canon IR330S Digital Copier                  NQJ19441                   Ikon Office Solutions Inc.
- ---     Canon IRI330 Digital Copier                  MNS00339                   Ikon Office Solutions Inc.
- ---     2000 40x60 40200-40208 Cargo trailer         4020040208                 Northgate Industries Ltd.


The leases in respect of the following assets are referred to as the "GE
Leases":



Unit#   Description                                  Serial No.                 Lessor
                                                                       
664     Mack*L Pk/Tire RD6885                        1M2P267CSWM038266          GE Capital
688     Dodge *L 3500 CAB & CHASSIE                  3B6MC3667WM277471          GE Capital
691     Ford *L F550 RC 4X F56B                      1FDAF56F3XEB02882          GE Capital
692     GMC *L TOPKICK                               1GDF7H1J4WJ502718          GE Capital
704     GMC *L 1500 SLE SB SC 2WD                    1GTEC19T1XZ517183          GE Capital
705     CHEV *L 2500 SB SC                           1GCGK29U6XE132834          GE Capital
710     DODGE *L 3500 WAGON                          2B5WB35Z7XK551914          GE Capital


                                       S-5



                                                                       
711     DODGE *L 1500 SC                             1B7HF13Z8XJ534465          GE Capital
712     FORD *L F550                                 1FDAF56F1XEC49363          GE Capital
713     DODGE *L 2500                                1B7KF23ZXXJ568189          GE Capital
715     FORD F250 2500 CC SB 4X4                     1FTNX21L8XEB92318          GE Capital
716     FORD F150 SC 2WD                             2FTRX17W7XCA00874          GE Capital
717     CHEV 4X4 SC SB 2500                          1GCGK29U6XZ191732          GE Capital
720     Dodge 4X4 SC SB 1500                         1B7HF13Y2XJ641566          GE Capital
723     Ford F150 SuperCab 2WD                       1FTRX17WOXKB95762          GE Capital
724     Dodge 4X4 SC SB 2500                         3B7KF23Z0XG221066          GE Capital
725     Dodge 4X4 SC SB 2500                         3B7KF23Z4XG221071          GE Capital
730     Kenworth T800B                               1NKDLB9X6YR958828          GE Capital
731     Dodge 4X4 SC SB 2500                         1B7KF23Z1YJ126354          GE Capital
732     Ford F350 Crew Cab                           1FTSW31L2YEA31430          GE Capital
733     Ford F350 Crew Cab                           1FTSW31L4YEA31431          GE Capital
734     Chev Silverado 1500                          1GCEK19T3YZ150436          GE Capital
736     Ford F350 Crew Cab                           1FTSW31L2YEB11312          GE Capital
737     Ford F350 Crew Cab                           1FTSW31L4YEB11313          GE Capital
738     FORD F350 4X4 C/C                            1FTSW31L3YEB09729          GE Capital
767     GMC TOPKICK                                  1GDL7H1COYJ502928          GE Capital
768     GMC TOPKICK                                  1GDL7H1C5YJ502763          GE Capital
739     Ford F150 (Kesslar)                          2FTRX18L9YCA06102          GE Capital
- ---     Crane Equipment                              00024196                   GE Capital



Miscellaneous Equipment:

Other miscellaneous rental equipment on a short term basis from third parties,
including: jumping jacks, plate tampers, extension cords, insulated boots,
hoses, ladders, pumps, heaters, fuel tanks, offices, sleepers, shacks and
radios, at an approximate cost of $350,000 to $400,000 per month.


                                       S-6



                                  SCHEDULE 7.1
            SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE;
                              OWNERSHIP; MANAGEMENT

Corporate structure - before Acquisition and Amalgamation:

                                   [FLOWCHART]

                                       S-7



                                  SCHEDULE 7.1
 SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP; MANAGEMENT

Corporate structure - after Acquisition and Amalgamation:

                                   [FLOWCHART]

                                       S-8



                                  SCHEDULE 7.1
           SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE;
                             OWNERSHIP; MANAGEMENT

     Capital structure and ownership - before Acquisition and Amalgamation:

- --------------------------------------------------------------------------
NAME                        NACG Preferred Corp. (Federal)
- --------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    Unlimited Number of Common Shares
- --------------------------------------------------------------------------
ISSUED SHARE CAPITAL        1 Common Share issued to NACG Holdings Inc.
- --------------------------------------------------------------------------

- --------------------------------------------------------------------------
NAME                        North American Energy Partners Inc. (Federal)
- --------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    Unlimited Number of Common Shares
- --------------------------------------------------------------------------
ISSUED SHARE CAPITAL        1 Common Share issued to NACG Preferred Corp.
- --------------------------------------------------------------------------

- --------------------------------------------------------------------------
NAME                        NACG Acquisition Inc. (Federal)
- --------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    Unlimited Number of Common Shares
- --------------------------------------------------------------------------
ISSUED SHARE CAPITAL        1 Common Share issued to North American Energy
                            Partners Inc.
- --------------------------------------------------------------------------

- --------------------------------------------------------------------------
NAME                        NACG Finance LLC (Delaware)
- --------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    N/A (Delaware LLC)
- --------------------------------------------------------------------------
ISSUED SHARE CAPITAL        100% membership interest in LLC held by North
                            American Energy Partners Inc.
- --------------------------------------------------------------------------

                                       S-9



                                  SCHEDULE 7.1
            SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE;
                              OWNERSHIP; MANAGEMENT

      Capital structure and ownership - after Acquisition and Amalgamation:

- ------------------------------------------------------------------------------
NAME                        NACG Preferred Corp. (Federal)
- ------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    Unlimited Number of Common Shares
                            Unlimited Number of Series A Preferred Shares
                            Unlimited Number of Series B Preferred Shares
- ------------------------------------------------------------------------------
ISSUED SHARE CAPITAL        1 Common Share issued to NACG Holdings Inc. 35,000
                            Series A Preferred Shares issued to Norama Ltd.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
NAME                        North American Energy Partners Inc. (Federal)
- ------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    Unlimited Number of Common Shares
- ------------------------------------------------------------------------------
ISSUED SHARE CAPITAL        1 Common Share issued to NACG Preferred Corp.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
NAME                        NACG Finance LLC (Delaware)
- ------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL    N/A (Delaware LLC)
- ------------------------------------------------------------------------------
ISSUED SHARE CAPITAL        100% membership interest in LLC held by North
                            American Energy Partners Inc.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
NAME:                       North American Construction Group Inc.
- ------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of shares
- ------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       200 Shares held by North American Energy Partners
                            Inc.
- ------------------------------------------------------------------------------

                                                                            S-10



- --------------------------------------------------------------------------------
NAME:                       North American Construction Ltd.
- --------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of each of: 100 Class A Voting
                            Non-Participating Common Shares; 1,000 Class B
                            Non-Voting Participating Common Shares and 100,000
                            Class C Redeemable Preferred Shares
- --------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Class A Non-Voting Participating Common Shares
                            and 200 Class B Non-Voting Participating Common
                            Shares issued to North American Construction Group
                            Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NAME:                       North American Caisson Ltd.
- --------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Common Shares
- --------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       2 Common Shares issued to North American
                            Construction Group Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NAME:                       North American Engineering Inc.
- --------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of each of: Class A Common Voting
                            Shares, Class B Common Non-Voting Shares and Class P
                            Preferred Shares
- --------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       2 Class A Common Voting Shares issued to North
                            American Construction Group Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NAME:                       North American Enterprises Ltd.
- --------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Common Shares
- --------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Common Shares issued to North American
                            Construction Group Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NAME:                       North American Industries Inc.
- --------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of each of:  Class A Shares and
                            Class B Shares
- --------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       2 Class A Shares issued to North American
                            Construction Group Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NAME:                       North American Maintenance Ltd.
- --------------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Shares of one class
- --------------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Shares issued to North American
                            Construction Group Inc.
- --------------------------------------------------------------------------------

                                                                            S-11



- ----------------------------------------------------------------------------
NAME:                       North American Mining Inc.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Common Shares

- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Common Shares issued to North American
                            Construction Group Inc.
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
NAME:                       North American Pipeline Inc.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Shares of one class
- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Shares issued to North American Construction
                            Group Inc.
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
NAME:                       North American Road Inc.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Shares of one class
- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       20 Shares issued to North American Construction
                            Group Inc.
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
NAME:                       North American Services Inc.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Common Shares

- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Common Shares issued to North American
                            Construction Group Inc.
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
NAME:                       Griffiths Pile Driving Inc.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Shares of one class to be
                            designated as Common Shares
- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Common Shares issued to North American
                            Construction Group Inc.
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
NAME:                       North American Site Development Ltd.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Shares of one class
- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Shares issued to North American Construction
                            Group Inc.
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
NAME:                       North American Site Services Inc.
- ----------------------------------------------------------------------------
AUTHORIZED SHARE CAPITAL:   Unlimited number of Shares of one class to be
                            designated as Common Shares
- ----------------------------------------------------------------------------

                                                                            S-12



- ----------------------------------------------------------------------------
ISSUED SHARE CAPITAL:       100 Common Shares issued to North American
                            Construction Group Inc.
- ----------------------------------------------------------------------------

                                                                            S-13



                                  SCHEDULE 7.1
                             TO THE CREDIT AGREEMENT

            SUBSIDIARIES OF COMPANY; CORPORATE AND CAPITAL STRUCTURE;
                             OWNERSHIP; MANAGEMENT

Officers & Directors:

     The following table sets forth the names and positions held by the
directors and executive officers of NACG Preferred Corp., North American Energy
Partners Inc. and North American Construction Group Inc. after giving effect to
the Acquisition and Amalgamation:

Name                                                  Position
- ----                                                  --------
Gordon Parchewsky..................................   President and Director
Vincent Gallant....................................   Vice President, Finance
William Koehn......................................   Vice President, Operations
R. Kent Wallace....................................   Secretary
William C. Oehmig..................................   Chairman
John D. Hawkins....................................   Director
Jean-Pierre L. Conte...............................   Director
Peter Schweinfurth.................................   Director
K. Rick Turner.....................................   Director
John A. Brussa.....................................   Director
Jim G. Gardiner....................................   Director
Donald R. Getty....................................   Director
Martin Gouin.......................................   Director
Gary K. Wright.....................................   Director

     The following table sets forth the names and positions held by the
directors and executive officers of Subsidiaries of North American Construction
Group Inc. after giving effect to the Acquisition and Amalgamation:

Name                                                  Position
- ----                                                  --------
Gordon Parchewsky..................................   President and Director
John D. Hawkins....................................   Vice President/Secretary
                                                      and Director
Vincent Gallant....................................   Vice President

                                                                            S-14



                                  SCHEDULE 7.2
                               GOVERNMENT CONSENTS

1.   In connection with the Acquisition, a notice is required to be filed under
     the Investment Canada Act with Industry Canada following closing

2.   In connection with the Senior Notes, a Form 45-501F1 under the Ontario
     Securities Act and Form 45-103 under the Alberta Securities Act are
     required to be filed following closing

3.   In connection with the Amalgamation, Notices of Officers and Directors
     (Form 3) and Notice of Registered Office (Form 6) are required to be filed
     with Industry Canada

                                                                            S-15



                                  SCHEDULE 7.5B

                                  REAL PROPERTY

(i)  Fee interests:

     Nil

(ii) Leasehold interests:



- ------------------------------------------------------------------------------------------------------------------
Location                    Legal Description               Term                 Parties
- ------------------------------------------------------------------------------------------------------------------
                                                                        
Oil sands plant at Ruth     Meridian 4, Range 10,           Expires              Syncrude Canada Ltd., as landlord
Lake, Alberta               Township 93, Section 8, North   November 30,         and North American Equipment
                            Half and South East, Regional   2009                 Ltd., as tenant
                            Municipality of Wood Buffalo

                                                                                 Lease being assigned by North
                                                                                 American Equipment Limited to
                                                                                 NACG Acquisition Inc. before
                                                                                 closing

- ------------------------------------------------------------------------------------------------------------------
#2, 53016 Hwy. 60,          Plan 7521620, Lot 3; Plan       Expires              Acheson Properties Ltd., as
Spruce Grove, Alberta       7620002, All that portion       November 30,         landlord and North American
                            taken for Extra Right of Way,   2007                 Construction Group Inc., as
                            excepting thereout Plan                              tenant; North American Equipment
                            9720886, Railway; and                                Ltd., as subtenant
                            Descriptive Plan 9921104,
                            Block 6, Lot 16, Parkland
                            County

- ------------------------------------------------------------------------------------------------------------------
2010 Industrial Drive,      Lot 5, Block/Par S, Plan        Expires March 14,    Acheson Properties Ltd., as
Sherwood Industrial Park,   79R-05960, Extension 0,         2008                 landlord and North American
Regina, Sask.               Municipality of Sherwood No.                         Construction Group Inc., as
                            159                                                  tenant

- ------------------------------------------------------------------------------------------------------------------
2150 Steel Road, Prince     Lot 12, District Lot 4039,      Expires March 31,    Interior Industrial Constructors
George, B.C.                Cariboo District Plan 27213     2004                 Ltd. and North American
                            and Lot A, District Lot 4039,                        Construction Group, as tenant
                            Cariboo District Plan 28940

- ------------------------------------------------------------------------------------------------------------------
2289 Alyth Place S.E.,      Plan 0211532, Block 1, Lot      Expires              Calgary Salvage Disposal Ltd., as
Calgary, Alta.              14, City of Calgary             December 31,         landlord and North American
                                                            2005                 Construction Group Inc., as
                                                                                 tenant

- ------------------------------------------------------------------------------------------------------------------
4307 - 55th Street, Fort    Lot 1, District Lot 2117,       Expires July 10,     Acheson Properties Ltd., as
Nelson, B.C.                Peace River District, Plan      2008                 landlord and North American
                            PGP46884                                             Construction Group Inc., as
                                                                                 tenant

- ------------------------------------------------------------------------------------------------------------------
9076 River Road, Delta,     Lot 4, except: 1stly, west 75   (Note that the       Griffiths Pile Driving Inc., as
B.C. (Note that there is    feet; 2ndly, Part subdivided    mortgagee in         tenant and Ocean Cloud
no actual lease for this    by Plan 22258, District Lot     possession has       Investments Ltd., as Receiver in
location - the receiver,    132, Group 2, New               served notice of     Possession
acting for the mortgagee    Westminster, District           termination
                            Plan 826
- ------------------------------------------------------------------------------------------------------------------


                                      S-16





- ------------------------------------------------------------------------------------------------------------------
Location                    Legal Description               Term                 Parties
- ------------------------------------------------------------------------------------------------------------------
                                                                        
in possession, has          District Plan 826               effective
recently proposed new                                       December 31,
lease terms to the                                          2003)
tenant).

- ------------------------------------------------------------------------------------------------------------------


                                                                            S-17



                                  SCHEDULE 7.5C

                        MATERIAL SERIAL NUMBER EQUIPMENT

- --------------------------------------------------------------------------
                                          Type of Post-
Unit Number   Asset Description   Year   Closing Interest   Serial Number
- --------------------------------------------------------------------------
   MT300        Hitachi EH4500    2000      Ownership         402MDC76549
- --------------------------------------------------------------------------
   MT301        Hitachi EH4500    2000      Ownership         402MDC76550
- --------------------------------------------------------------------------
   MT302        Hitachi EH4500    2000      Ownership         402MDC76551
- --------------------------------------------------------------------------
   MT303        Hitachi EH4500    2000      Ownership         402MDC76662
- --------------------------------------------------------------------------
   MT304        Hitachi EH4500    2000      Ownership         402MDC76663
- --------------------------------------------------------------------------
   MT305        Hitachi EH4500    2001      Ownership         402MDC76664
- --------------------------------------------------------------------------
   MT306        Hitachi EH4500    2001      Ownership         402MDC76665
- --------------------------------------------------------------------------
   MT307        Hitachi EH4500    2001      Ownership         402MDC76705
- --------------------------------------------------------------------------
   MT331        Hitachi EH5000    2003      Ownership         402RDC76954
- --------------------------------------------------------------------------
   MT332        Hitachi EH5000    2003      Ownership         402RDC76983
- --------------------------------------------------------------------------
   MT333        Hitachi EH5000    2003      Ownership         402RDC76984
- --------------------------------------------------------------------------
   MT334        Hitachi EH5000    2003        Lease           402RDC76985
- --------------------------------------------------------------------------
   MT335        Hitachi EH5000    2003        Lease           402RDC76986
- --------------------------------------------------------------------------
   MT336        Hitachi EH5000    2003        Lease           402RDC76987
- --------------------------------------------------------------------------
   E1883        Hitachi EX1800    2001      Ownership          187P00532
- --------------------------------------------------------------------------
   E2576        Hitachi EX2500    2000      Ownership         184P000130
- --------------------------------------------------------------------------
   S5574        Hitachi EX5500    1998      Ownership         18AP000101
- --------------------------------------------------------------------------
   S5575        Hitachi EX5500    2000      Ownership         18AP000111
- --------------------------------------------------------------------------
   S5576        Hitachi EX5500    2003        Lease         18B00C00000508
- --------------------------------------------------------------------------
   S4006           O&K RH400      2002      Ownership            40006
- --------------------------------------------------------------------------

                                      S-18



                                  SCHEDULE 7.5D

                              INTELLECTUAL PROPERTY

Alberta Trade Names

- ------------------------------------------------------------
Registration Number   Current Declarant
- ------------------------------------------------------------
TN7326549             North American Construction Group Inc.
- ------------------------------------------------------------
TN7326556             North American Engineering Inc.
- ------------------------------------------------------------
TN7326606             North American Industries Inc.
- ------------------------------------------------------------
TN7326663             North American Pipeline Inc.
- ------------------------------------------------------------
TN7326713             North American Road Ltd.
- ------------------------------------------------------------
TN7326739             North American Services Ltd.
- ------------------------------------------------------------
TN7326754             North American Site Development Ltd.
- ------------------------------------------------------------
TN7326770             North American Construction Ltd.
- ------------------------------------------------------------
TN8774887             North American Services Inc.
- ------------------------------------------------------------
TN8774960             North American Enterprises Ltd.
- ------------------------------------------------------------
TN8775017             North American Mining Inc.
- ------------------------------------------------------------

                                      S-19



                                  SCHEDULE 7.8

                               MATERIAL CONTRACTS

1.   project contract between Syncrude Canada Ltd. and North American
     Enterprises Ltd. dated June 15, 2001 (Syncrude Canada Ltd. Upgrader
     Expansion);

2.   project contract between Syncrude Canada Ltd. and North American Mining
     Inc. (Contract D1976-44) including change orders dated April 1, 1998;

3.   Mining Services Agreement between Albian Sands Energy Inc. and North
     American Mining Inc. dated March 1, 2002;

4.   project contract with Encana - 2003 Pipeline Project (Data Room Index
     reference 6.1.1.7);

5.   project contract with Encana - Master Service and Supply Agreement (Data
     Room Index reference 6.1.1.15);

6.   Senior Note Indenture; and

7.   Senior Notes.

                                      S-20



                                  SCHEDULE 9.1

                             EXISTING INDEBTEDNESS

1. Indebtedness related to the GE Leases.

2. Indebtedness relating to the following leases previously treated by the
Sellers as operating leases, but which will be treated as capital leases by
North American Construction Group Inc.:

- --------------------------------------------------------------------------------
Unit           Description                   Serial No.
- --------------------------------------------------------------------------------
1019       2003, GMC 4 x 4 S/C           1GTEK19T73Z136502
1020     Ford F350 Crew Cab 4x4          1FTSW31L33EB16611
1021     Ford F350 Crew Cab 4x4          1FTSW31L73EB16613
1022     Ford F350 Crew Cab 4x4          1FTSW31L93EB16614
1023     Ford F350 Crew Cab 4x4          1FTSW31L43EB16617
1024     Ford F350 Crew Cab 4x4          1FTSW31L63EB16618
1025     Ford F350 Crew Cab 4x4          1FTSW31L63EB16621
1026     Ford F350 Crew Cab 4x4          1FTSW31L43EB16620
1027     Ford F350 Crew Cab 4x4          1FTSW31LX3EB16606
1028     Ford F350 Crew Cab 4x4          1FTSW31L13EB16607
1029     Ford F350 Crew Cab 4x4          1FTSW31L33EB16608
1030        Ford F150 4x4 S/C            2FTPX18L63CA59209
1031        Ford F150 4x4 S/C            2FTPX18L23CA59210
1032        Ford F150 4x4 S/C            2FTPX18L43CA57121
1033        Ford F150 4x4 S/C            2FTPX18L73CA53709
1035   GMC Savana 15 Passenger Van       1GJHG39R8Y1214105
1036          F250 4X4 S/C               1FTNX21L43EB29579
1037        Ford F150 4x4 S/C            2FTPX18LX3CA68964
1038        Ford F150 4x4 S/C            2FTPX18L13CA68965
1039        Ford F150 4x4 S/C            2FTPX18L33CA68966
1040        Ford F150 4x4 S/C            2FTPX18L53CA68967
1041        Ford F150 4x4 S/C            2FTPX18L23CA57120
1042        Ford F150 4x4 S/C            2FTPX18L63CA57122
1043            Ford F450                1FDXF46P13EC25233
1044       Mack - Water Truck            1M1AA13Y7SW046109
1045        Ford F150 4x4 S/C            2FTPX18L43CA64117
1046        Ford F150 4x4 S/C            2FTPX18L13CA76404
1047      Kenworth Steam Truck           3NKMHD8X2VF944974
1048       Mack - Water Truck            1M1AA13Y2VW078440
1049       Mack - Water Truck            1M2AA18C6VW079177
1050       Ford Passenger Van           1FBSSS31L93HB46551
1051        Ford F150 4x4 S/C            2FTPX18L83CA90073
1052        Ford F150 4x4 S/C            2FTPX18LX3CA90074
1053        Ford F150 4x4 S/C            2FTPX18L33CA90076
1055      Ford 15 Passenger Van          1FBSS31L83HB31135
1056     Ford F350 Crew Cab 4x4          1FTSW31L53ED71387
1057        Ford F250 CC 4x4             1FTNW21L13ED48566
1058           Fuel Truck            Vehicle not yet received

                                      S-21



1059           Fuel Truck            Vehicle not yet received
1060        Ford F150 4x4 S/C            2FTPX18L93CA90079
1061        Ford F150 4x4 S/C            2FTPX18L53CA91830
1062        Ford F150 4x4 S/C            2FTPX18L73CA91831
1063        Ford F150 4x4 S/C            2FTPX18L93CA91832
1064           Fuel Truck            Vehicle not yet received
1065     Ford F350 Crew Cab 4x4          1FTSW31L74EA30090
1066     Ford F350 Crew Cab 4x4         1FTSW31L64EA300095
1067     Ford F350 Crew Cab 4x4         1FTSW31L44EA300094
1068     Ford F350 Crew Cab 4x4         1FTSW31L24EA300093
1069        Ford F150 4x4 S/C            2FTPX18LX3CA91421
1070        Ford F150 4x4 S/C            2FTPX18L13CA91419
1071     Ford F350 Crew Cab 4x4          1FTSW31L24EA30059
1072     Ford F350 Crew Cab 4x4          1FTSW31L94EA30060
1073     Ford F350 Crew Cab 4x4          1FTSW31L04EA30061
1074     Ford F350 Crew Cab 4x4          1FTSW31L24EA30062
1075    Ford F350 Crew Cab 4 x 4         1FTSW31L14EA30067
1076    Ford F350 Crew Cab 4 x 4         1FTSW31L34EA30068
1077    Ford F350 Crew Cab 4 x 4         1FTSW31L54EA30069
1078    Ford F350 Crew Cab 4 x 4         1FTSW31L14EA30070
1079    Ford F350 Crew Cab 4 x 4         1FTSW31L34EA30071
1080    Ford F350 Crew Cab 4 x 4         1FTSW31L54EA30072
1081    Ford F350 Crew Cab 4 x 4         1FTSW31L74EA30073
1082    Ford F350 Crew Cab 4 x 4         1FTSW31L94EA30074
1083    Ford F350 Crew Cab 4 x 4         1FTSW31L04EA30075
1084    Ford F350 Crew Cab 4 x 4         1FTSW31L24EA30076
1085    Ford F350 Crew Cab 4 x 4         1FTSW31L04EA30092
1086    Ford F350 Crew Cab 4 x 4         1FTSW31L84EA30096
1087    Ford F350 Crew Cab 4 x 4         1FTSW31L14EA30098
1088    Ford F350 Crew Cab 4 x 4         1FTSW31L34EA30099
T91       Tridem Stepdeck, 53'           2J9W3A1FXK001010
T92       Tandem Flatdeck, 45'           2FEP04527KB619801
T93       Tandem Flatdeck, 45'           2R1B3X3CDF1001613
1089        Ford F150 4x4 S/C            1FTPW14594KB43922
1090        Ford F150 4x4 C/C            2FTPX18L83CA72737
1091         Ford E350 WB SD             1FBSS31L74HA15118
1092         Ford E350 WB SD             1FBSS31L24HA18265
- --------------------------------------------------------------------------------

                                      S-22



                                  SCHEDULE 9.2

                                 PERMITTED LIENS

Nil.

                                      S-23



                                  SCHEDULE 9.3

                              EXISTING INVESTMENTS

1.   $25,000 will be invested by NACG Finance LLC in a public limited
     partnership.

2.   Joint venture: 49% equity interest in Noramac Ventures Inc., an Alberta
     corporation, with the other 51% equity interest held by Fort McKay
     Construction Ltd.

                                      S-24



                                  SCHEDULE 9.4

                             CONTINGENT OBLIGATIONS

None.

                                      S-25

EX-10.2

                                                                    Exhibit 10.2
  Master                   HSBC Bank Canada                     3013012(06-1999)
Equipment                  Leasing Division                      Lease
  Lease              3rd Floor-885 West Georgia Street           Number 999927AB
                     Vancouver, British Columbia, V6C 3E9               --------

Lessor   HSBC Bank Canada

Lessee   NORTH AMERICAN EQUIPMENT LTD.
         ----------------------------------------------------------------------
Address  #2, 53016-Hwy, 60, Spruce Grove, Alberta, T7X 3G7
         ----------------------------------------------------------------------

         ----------------------------------------------------------------------

1.   LEASE. Lessor leases to Lessee and Lessee leases from Lessor the collateral
     described in the Schedule(s) annexed hereto together with all parts,
     accessories and equipment, now or hereafter attached to or forming a part
     thereof and Lessee grants a security interest in all proceeds therefrom
     including all types and kinds of personal property including, without
     limitation, trade-ins, accounts, building materials, chattel paper,
     contracts, contract rights, documents of title, rental payments, insurance
     payments, fixtures, instruments, money, inventory, leases, securities,
     equipment and any other goods or intangibles received as a result of the
     said goods, chattels and movable property being sold, dealt with or
     otherwise disposed of (the foregoing collateral and proceeds being herein
     called the "Collateral"). Each schedule shall constitute a separate lease
     of the collateral described therein from Lessor to Lessee on the terms,
     covenants and conditions set forth herein and in each Schedule.

2.   RENT.
     (a)  The rent described in each Schedule shall be payable, at the times
          specified in such Schedule, to Lessor at 3rd floor - 885 West Georgia
          Street, Vancouver, British Columbia, V6C 3E9 or such other place as
          Lessor may, in writing, designate. Any overdue payment of rent or any
          other sum due hereunder shall bear interest from the due date to the
          date of payment at the rate of the Prime Rate plus 3.0% per annum
          calculated and compounded monthly.

     (b)  Lessee shall not be entitled to any abatement, compensation, reduction
          of or set-off against any rental payments due, including, but not
          limited to, abatements, compensations, reductions, counterclaims or
          set-offs due or alleged to be due to Lessee from Lessor, or by reason
          of any past, present, or future claims of Lessee against Lessor under
          this lease or otherwise; nor shall this lease terminate, or the
          respective obligations of Lessor or Lessee be otherwise affected by
          reason of defect in, or damage to, or loss of possession, or loss of
          use of or destruction of the Collateral from whatever cause, the
          prohibition or the restriction of Lessee's use of the Collateral, the
          interference with such use by any private person or entity, or for any
          other cause, whether similar or dissimilar to the foregoing, any
          present or future law to the contrary notwithstanding; it being the
          intention of the parties hereto that the rental amounts due pursuant
          to each Schedule and other amounts payable by Lessee hereunder shall
          continue to be payable in all events in the manner and at the times
          provided in each Schedule unless the obligation to pay the same shall
          be terminated pursuant to the express provisions of this lease or any
          Schedule hereto.

3.   TERM. Notwithstanding the date of delivery of the Collateral specified in
     each Schedule, the term of this lease shall, with respect to the Collateral
     described in each Schedule, commence at the date and continue for the term
     specified in such Schedule.

4.   USE. Lessee shall not, without prior written consent of Lessor, change the
     location of the Collateral from that specified in the Schedule nor change
     the use of the Collateral to any use which could in any way result in a
     change of capital cost allowance class from that specified in the Schedule.
     The Collateral shall be used by the Lessee for commercial, industrial,
     professional or handicraft purposes only. The Lessee shall not affix
     the Collateral to real or immovable property nor to any goods, chattels, or
     movable property not otherwise leased hereunder without the prior written
     consent of the Lessor.

5.   ORDER, DELIVERY, INSTALLATION. Order, delivery and installation of the
     Collateral shall be entirely at the Lessee's risk and expense and shall be
     arranged by the Lessor on behalf of and as agent for the Lessee in a manner
     and upon terms and conditions according to the Lessee's written
     instructions and, to the extent such instructions are not provided ,
     according to the Lessor's sole discretion but still at the Lessee's risk
     and expense. The Lessee hereby indemnifies and covenants to save harmless
     the Lessor from and against all claims and liabilities howsoever arising
     out of or in connection with such order, delivery and installation
     including but not limited to delays in or refusal to accept delivery.

6.   TITLE. The Lessor shall at all times have and retain whatever title to the
     Collateral is acquired by the Lessor from the seller or manufacturer of the
     Collateral. The Lessee shall have no right, title or interest in the
     Collateral other than the right of possession and use in accordance with
     the terms hereof and the right conferred by paragraph 15 hereof. The
     Lessee acknowledges that the Collateral is and shall remain personal or
     movable property.

7.   WARRANTIES. Lessee has selected the Collateral and the seller thereof.
     Lessee acknowledges that the Lessor has made no representation or warranty
     with respect to the Collateral, its condition, design, durability,
     operation, suitability or fitness for the use intended by the Lessee, its
     freedom from liens and encumbrances, the Lessor's good title thereto, or as
     to any other matter or thing whatsoever and all warranties whether express
     or implied are, to the extent permitted by law, hereby excluded. Lessee
     shall unconditionally and without set-off or compensation pay the rent
     stipulated in each Schedule even if the Collateral does not operate as
     intended by the Lessee, or at all, or as represented by the manufacturer or
     the seller or the Collateral operates or fails to operate or performs in a
     manner that could give rise to a fundamental breach of contract or is
     unacceptable for any other reason whatsoever. Lessor shall not be liable to
     the Lessee for any loss, cost, damage or expense of any kind or nature
     caused directly or indirectly by the Collateral or the use, ownership or
     maintenance thereof or for any loss of business or other damages whatsoever
     and howsoever caused. Lessor hereby assigns to Lessee for the term hereof
     only all assignable rights under any warranty given to the Lessor by the
     seller or manufacturer of the Collateral, and at Lessee's expense, agrees
     to co-operate reasonably with Lessee in the enforcement of any such
     warranties.

8.   REPAIRS. The Collateral shall be at the risk of the Lessee who shall
     maintain, repair, overhaul, service and keep the Collateral in a good and
     substantial manner and shall maintain the Collateral in a condition
     equivalent to its condition at the commencement of this lease, fair wear
     and tear only excepted and in a fully operative condition in conformity
     with any recommendations for maintenance or otherwise which may from time
     to time be made by any manufacturer or seller of the Collateral and in
     conformity with all applicable laws, orders, rules, regulations and
     directives of any government departments, boards or authorities. In the
     event of loss, damage or destruction to or of the Collateral, Lessee shall
     immediately give notice to the Lessor of such loss, damage or destruction
     and Lessee shall at the Lessor's option forthwith repair or replace the
     Collateral with similar equipment of equivalent value. All parts,
     mechanisms and devices added to the Collateral whether by way of repair,
     alteration, addition or improvement shall immediately become property of
     Lessor and part of the Collateral for all purposes hereof.



9.   INSURANCE. Lessee shall obtain, and maintain for the entire term of this
     lease, at its own expense, property damage and liability insurance and
     insurance against loss or damage to the Collateral including without
     limitation, loss by fire, (including extended coverage) theft, collision
     and such other risks of loss as are customarily covered by insurance on the
     type of Collateral leased hereunder and by prudent operators of businesses
     similar to that in which Lessee is engaged, in such amounts, in such form
     and with such insurers as shall be satisfactory to Lessor. The amount of
     insurance covering damage to or loss of the Collateral shall not be less
     than the greater of the full replacement value of the Collateral or the
     installments of rent then remaining unpaid hereunder. Each insurance policy
     will name Lessee and Lessor as insureds, will name Lessor as loss payee
     thereof, and shall contain a clause requiring the insurer to give to Lessor
     at least 30 days prior written notice of any alteration in the terms of
     such policy or the cancellation thereof. Lessee shall furnish to Lessor a
     certificate of insurance or other evidence satisfactory to Lessor that such
     insurance coverage is in effect, provided, however that Lessor shall be
     under no duty either to ascertain the existence of or to examine such
     insurance policy or to advise Lessee in the event such insurance coverage
     shall not comply with the requirements hereof. Lessee further agrees to
     give Lessor prompt notice of any damage to or loss of the Collateral or any
     part thereof. Lessee will at its expense make all proofs of loss and take
     all other steps necessary to recover insurance benefits, unless advised in
     writing by Lessor that Lessor desires so to do, at Lessee's expense.
     Proceeds of insurance will be disbursed by Lessor against satisfactory
     invoices for repair or replacement of Collateral, provided this lease not
     then be in default. Performance by Lessee under this paragraph will not
     affect or release Lessee's obligations and liabilities herein elsewhere
     provided.

10.  LESSEE'S COVENANTS. The Lessee covenants with the Lessor:

     (a)  that the Lessor or its agents shall have the right at all reasonable
          times to fully inspect the Collateral and any parts thereof, or any
          documents relating thereto, to determine the condition of the
          Collateral, and to further determine whether or not the Lessee is
          performing according to the covenants and conditions herein contained
          or for any other purpose;
     (b)  to operate, use and maintain the Collateral at all times and to
          maintain all records, logs and other materials in conformity with all
          the applicable laws, orders, rules, regulations and directives of
          governmental departments, boards or authorities, and in conformity
          with any limitations or restrictions of performance or any published
          instructions and specifications which may from time to time be
          recommended by the manufacturers or sellers of the Collateral;
     (c)  not to use or operate the Collateral or permit it to be used or
          operated illegally or contrary to any applicable laws, regulations,
          orders, rules or directives of any power or government or agency
          thereof having jurisdiction, or contrary to any terms of any insurance
          policy in force in connection with the Collateral or in any way other
          than in a careful and prudent manner and to indemnify and hold the
          Lessor harmless from and against any and all actions, claims, demands,
          prosecutions, administrative proceedings and any similar assertions or
          threats in any way arising out of the custody, use, or operation of
          the Collateral during the term of this lease, and to assume liability
          and pay for any and all transgressions, defaults, fines, penalties or
          forfeitures incurred, suffered or assessed against the Lessor or the
          Lessee during the term of the lease together with all legal fees,
          costs and expenses incidental to the foregoing to the complete
          exoneration of the Lessor;
     (d)  to cause the Collateral to be operated only by competent and qualified
          operators;
     (e)  to keep the Collateral free and clear of all seizures, forfeitures,
          liens, claims, privileges, debts, taxes, charges, pledges,
          encumbrances or adverse claims of any nature whatsoever;
     (f)  to pay, when due, all license fees and other fees and assessments
          necessary for the securing of licenses, or other similar permits for
          the operation of the Collateral and, further, to pay, when due, and/or
          indemnify the Lessor from all taxes, fees, assessments or other levies
          now and hereafter imposed by any provincial, federal or local
          government upon the Collateral, or upon the delivery, purchase,
          leasing, use, ownership, operation, possession, sale or return
          thereof, whether assessed to the Lessor or to the Lessee; provided
          that upon payment of such fees, assessments, taxes or levies, the
          Lessee will immediately deliver the receipts for such payments to the
          Lessor, and that if the Lessor pays (which it may, but is not obliged
          to do) any sum or sums which is an obligation of the Lessee under this
          lease, then the amount of such payments shall be forthwith payable by
          the Lessee to the Lessor and if not so paid shall bear interest from
          the date such payment is due at the Prime Rate plus 3% per annum
          calculated and compounded monthly;
     (g)  to furnish at its own cost and expense all fuel, oils, lubricants and
          other material necessary for the operation and maintenance of the
          Collateral;
     (h)  to indemnify and save the Lessor harmless from and against all costs,
          claims, demands, expenses, liabilities, awards, actions and causes of
          action for loss or damage or injury (including death) of persons or
          property or of any other nature and kind whatsoever arising from this
          lease or in any way relating to the use, operation or ownership of the
          Collateral during the term of this lease and whether caused by
          Lessee's negligence or otherwise including without limitation, the
          manufacture, selection, purchase, character, safety, condition,
          delivery, refusal by the Lessee to accept delivery, possession,
          operation, sale, storage or return of the Collateral; and that the
          Lessor shall not be responsible to the Lessee for any loss of use of
          the Collateral or any part thereof during the term of the lease
          whatever may be the cause of such loss of use;
     (i)  to place such insignia, plates or other identification on the
          Collateral or any part thereof showing Lessor's title thereto as
          Lessor may from time to time request at Lessee's expense and if
          placed, the Lessee shall not remove, conceal or alter the same;
     (j)  that the Lessee will not without the prior written consent of the
          Lessor, sublet or otherwise relinquish possession (except for required
          or scheduled maintenance or as otherwise permitted pursuant to this
          lease) of the Collateral or any part thereof, or assign any of its
          rights hereunder;
     (k)  to execute all such further documents and do all such further acts and
          things as the Lessor may reasonably require for the purpose of
          registering this lease at any registries or offices of governmental
          departments, boards or authorities, domestic or foreign, so as to
          evidence and/or protect the interest of the Lessor in the Collateral
          and this lease;
     (l)  not to claim or attempt to claim capital cost allowance in respect of
          the Collateral;
     (m)  to pay any and all reasonable costs of the Lessor (including legal
          fees and disbursements on a solicitor and own client basis) in:
          (i)   considering and granting any waivers and consents required to be
                given under this lease; and
          (ii)  any action or consideration required by the Lessor relating to
                any option granted herein; and
          (iii) any action or consideration required in respect of any insurance
                claim;
          (iv)  inspecting the Collateral, investigating title to the
                Collateral, negotiating and preparing all documentation in
                connection with this lease, registering or perfecting this lease
                or the Lessor's interests herein at all offices of public record
                and all renewals and amendments of the same, taking, recovering
                and keeping possession of the Collateral, and any other
                proceedings taken in connection with or to enforce the
                provisions of this lease.
     (n)  that the Lessee will not change its name or enter into any
          amalgamation agreement, merger or other corporate proceedings whereby
          its name shall change without providing the Lessor with at least 30
          days' prior written notice of any such change of name;
     (o)  to deliver to the Lessor within 120 days after the end of each of its
          fiscal years the consolidated balance sheet and income statement of
          Lessee for such year.



11.  RETURN OF COLLATERAL. Upon termination of this lease, the Lessee shall, at
     its own expense and in a prudent manner, immediately return the Collateral
     free of all liens, encumbrances and adverse claims of every nature to the
     Lessor at such location as the Lessor shall designate and in the same
     condition as at the commencement of this lease, fair wear and tear
     excepted. Provided that the Lessor may, by notice given to the Lessee on or
     prior to the termination of this lease, require the Lessee at its expense
     to dispose of the Collateral upon termination in such manner as the Lessor
     may reasonably request.

12.  DEFAULT. The occurrence or happening of any one or more of the following
     events shall constitute an event of default:
     (a)  the Lessee shall fail to make any rent payment or other payments
          required hereunder when due and such failure shall continue unremedied
          for a period of 20 days after written notice by Lessor; or
     (b)  the Lessee removes the Collateral from its place of location stated on
          the Schedule without the Lessor's prior written consent; or
     (c)  the Lessee parts with possession of the Collateral; or
     (d)  the Lessee purports to sell, assign, transfer, sublet, pledge,
          hypothecate or otherwise suffer a lien, encumbrance or other adverse
          claim of any kind upon or against any interest in this lease or the
          Collateral without the Lessor's prior written consent; or
     (e)  the Collateral is put to abnormal use likely to result in accelerated
          depreciation; or
     (f)  the Lessee shall fail to perform or observe any covenant, condition or
          agreement to be performed or observed by it hereunder and such failure
          shall continue unremedied for a period of 20 days after written notice
          thereof by Lessor; or
     (g)  any representation or warranty made by Lessee herein or in any
          document or certificate furnished Lessor in connection herewith or
          pursuant hereto shall prove to be incorrect at any time in any
          material respect; or
     (h)  the Lessee or any Indemnifier shall become insolvent or bankrupt or
          make an assignment for the benefit of creditors or consent to the
          appointment of a trustee or receiver; or a trustee or a receiver shall
          be appointed for Lessee or any Indemnifier or for a substantial part
          of any of their property without consent and shall not be dismissed
          within a period of 30 days; or bankruptcy, reorganization or
          insolvency proceedings shall be instituted by or against Lessee or any
          Indemnifier and if instituted shall not be dismissed within a period
          of 30 days; or
     (i)  if the Collateral or any material part thereof is seized under legal
          process, confiscated, sequestered or attached or if a distress is
          levied thereon; or
     (j)  if Lessee or any Indemnifier is a corporation and
          (i)   the control or beneficial ownership thereof changes from that
                which existed at the date of execution of this lease;
          (ii)  any special resolution is passed or other proceedings taken
                regarding the wind-up of the corporation;
          (iii) it ceases to carry on the business presently conducted by it; or
     (k)  the Lessee or any Indemnifier shall suffer the loss or suspension of
          any licences, permits, or other operating authorities required for
          the present operation of its business or any part of it; or
     (l)  the Lessee defaults under any other agreement to which Lessee and
          Lessor are parties or any Indemnifier defaults under any other
          agreement to which any Indemnifier and the Lessor are parties; or
     (m)  if the Lessor in good faith believes and has commercially reasonable
          grounds to believe itself insecure or that the prospect of payment or
          performance by the Lessee hereunder is about to be impaired or that
          the Collateral is or is about to be placed in jeopardy.
For greater certainty, it is understood and agreed that if any such default
shall occur in respect of any Schedule hereunder, such default shall at the
option of the Lessor be deemed to be a default under any or all other Schedules
hereunder.

13.  REMEDIES ON DEFAULT. Upon the occurrence of an event of default the Lessor
     may;
     (a)  take possession of the Collateral and for that purpose enter any
          premises where the Collateral is located whether or not the Collateral
          is affixed to any such premises, and sell, lease or otherwise dispose
          of the Collateral by public or private means and upon such terms and
          consideration as the Lessor may in its sole discretion accept. Without
          limiting the generality of the foregoing, the Lessor shall have the
          right to dispose of the Collateral where the payment for such is
          deferred provided that the Lessee will not be entitled to be credited
          with the proceeds of any such disposition until the monies therefor
          are actually received. The Lessee hereby waives any damages or claim
          to damages arising from any retaking of possession under the terms of
          this lease; or
     (b)  in the name of and as the irrevocably appointed agent and attorney for
          Lessee and without terminating or being deemed to have terminated this
          lease take possession of the Collateral and proceed to lease the
          Collateral to any other person, firm or corporation on such terms and
          conditions, for such rental and for such period of time as Lessor may
          deem fit and receive such rental and hold the same and apply the same
          against any monies expressed to be payable from time to time by Lessee
          hereunder; or
     (c)  terminate this lease and by written notice to Lessee require Lessee to
          forthwith pay to Lessor on the date specified in such notice, as a
          genuine pre-estimate of liquidated damages for loss of a bargain and
          not as a penalty the present worth of the aggregate of all unpaid
          amounts due hereunder as rental or otherwise to the expiration of the
          term of the lease (as if the lease had not been terminated) calculated
          by discounting such amounts at 5% per annum compounded monthly less
          the net amount received by Lessor on any sale, lease or other
          disposition of the Collateral after deducting all costs and expenses
          including legal fees and disbursements on a solicitor and own
          client basis.
          No one or more of the remedies referred to herein is intended to be
          exclusive, but each shall be cumulative and in addition to any other
          remedies referred to herein or otherwise available to the Lessor at
          law or in equity, and in particular pursuant to the Personal Property
          Security Act of any Province or Territory in Canada in force or to
          come into force from time to time as the same may be proclaimed in
          force, amended or replaced by similar legislation from time to time.
          If upon any disposition of the Collateral under the provisions of this
          lease or under the provisions of any other remedies so available to
          the Lessor there shall be any surplus, such surplus shall be the sole
          and absolute property of the Lessor.

14.  WAIVER/SEVERABILITY. Any provision of this lease which is unenforceable in
     any jurisdiction shall, as to such jurisdiction, be ineffective to the
     extent of such prohibition without invalidating the remaining provisions
     hereof and any such prohibition in any jurisdiction shall not invalidate
     or render unenforceable such provision in any other jurisdiction. Lessee,
     if a corporation, agrees that The Limitation of Civil Rights Act of the
     Province of Saskatchewan, or any provision thereof, shall have no
     application to this lease or any agreement or instrument renewing or
     extending or collateral to this lease and the Lessee acknowledges that
     seizure or repossession of the Collateral shall not by implication of law
     extinguish the Lessee's indebtedness under this lease or other collateral
     security.

15.  OPTION TO PURCHASE. Provided the Lessee shall not be in default under any
     obligation on its part hereunder, the Lessor hereby grants to the Lessee an
     option to purchase the Lessor's interest in the Collateral herein for the
     purchase price and at the time set forth in the Schedule or Schedules
     attached hereto. The option granted herein shall be exercised by the Lessee
     giving the Lessor written notice of its intention to exercise the option at
     least 30 days prior to the time set forth in the Schedule. The time set
     forth in the Schedule shall be the time for the conclusion of the sale, and
     on that date the Lessee, having exercised such option, shall pay the
     purchase price to the Lessor and the Lessor shall transfer its interest in
     the Collateral to the Lessee whereupon this lease shall cease with respect
     to such Collateral. The Lessee shall pay any and all Provincial or Federal
     taxes, licence or registration fees or other fees, costs or charges payable
     in respect of the Collateral and in connection with any said sale and
     purchase. The bill of sale or sale agreement from the Lessor to the Lessee
     shall contain no warranties on the part of the Lessor either express or
     implied, except that the Lessor shall warrant that it has done no act or
     created any security interest in the Collateral which would adversely
     affect the title thereto.



16.  INDEMNITIES SURVIVE. The indemnities provided by the Lessee to the Lessor
     under this lease, and in particular those under paragraphs 5 and 10 shall
     survive and continue in full force and effect after termination of this
     lease, in whole or in part, whether by effluxion of time or otherwise, or
     the release or discharge from this lease of any Collateral, or the sale or
     disposition of the Collateral or the release or discharge of the Lessee to
     pay any rental payments, or as to any act, matter or thing which shall have
     been done or have occurred or arisen prior to such termination, release or
     discharge.

17.  ENTIRE AGREEMENT. This lease together with each schedule and any purchase
     authority, purchase order, delivery and/or installation receipt and
     indemnity given with this lease constitutes the entire agreement between
     the parties.

18.  NON CANCELLABLE LEASE. This lease cannot be cancelled or terminated except
     as expressly provided herein.

19.  PURCHASE MONEY SECURITY INTEREST AND PROCEEDS. This lease grants to the
     Lessor:
     (a)  a Purchase Money Security Interest in the Collateral unless this lease
          shall constitute a sale and leaseback of the Collateral; and
     (b)  a Security Interest in Proceeds of the Collateral which are all
          present and after acquired personal property, fixtures and crops,
          within the meaning of the Personal Property Security Act of any
          Province or Territory in Canada in force or to come into force from
          time to time as the same may be proclaimed in force, amended or
          replaced by similar legislation from time to time.

20.  COPY OF AGREEMENT. The Lessee hereby acknowledges receiving a copy of this
     lease and waives all rights to receive from the Lessor a copy of any
     financing statement, financing statement (transition), financing change
     statement or verification statement filed at any time in respect of this
     lease.

21.  FURTHER ASSURANCES. The Lessee shall forthwith and from time to time
     execute all documents and do all acts and things which in the opinion of
     the Lessor are necessary or desirable to provide continuing rights and
     priorities in the Collateral, to provide a security interest, a purchase
     money security interest, and a security interest in proceeds of the
     Collateral as the case may be.

22.  PPSA WORDS AND EXPRESSIONS. Words and expressions used herein that have
     been defined in the Personal Property Security Act of any Province or
     Territory of Canada in force or to come into force from time to time as the
     same may be amended or replaced by similar legislation from time to time
     shall be interpreted in accordance with their respective meanings given in
     any such Act unless otherwise defined herein or unless the context
     otherwise requires.

23.  INDEMNIFIER. When used in this lease, "Indemnifier" means any individual or
     corporation which provides any guaranty or indemnity agreement of any kind
     to the Lessor to secure the obligations of the Lessee to the Lessor.

24.  GOVERNING INSTRUMENT. In the event of any conflict between any provision in
     this lease and any provision in any Schedule hereto, the provision of such
     Schedule shall prevail.

25.  QUEBEC. Where this lease is governed by the laws of Quebec, this lease
     shall be construed as a contract of leasing, governed by articles 1842 to
     1850 of the Civil Code of Quebec, and
     (a)  for greater certainty, the word "lease" as used herein and in any
          Schedules or forms related shall be read as "contract of leasing" or
          "leasing", as the context requires;
     (b)  the security interests granted in sections 1 and 19(b) hereof shall be
          in the nature of a moveable hypothec for that sum disclosed as the
          total in item 1 of the Schedule(s) Annexed, with interest at the rate
          of 24% per annum from the date hereof.

26.  MISCELLANEOUS.
     (a)  The parties agree that time is of the essence hereof and that no
          waiver by Lessor of any default nor any compromise or extension of
          payment granted by Lessor shall constitute a waiver of any other
          default by the Lessee or shall be a waiver of any other right of
          Lessor.
     (b)  This lease may be amended but only in writing signed by the parties
          hereto.
     (c)  The captions in this lease are for convenience only and shall not
          define or limit any of the terms hereof.
     (d)  This lease shall be binding upon and enure to the benefit of the
          parties hereto, their permitted heirs, executors, administrators,
          successors and assigns.
     (e)  No one or more of the remedies referred to in this lease shall be
          exclusive, but each shall be cumulative and additional to any other
          remedy or remedies referred to herein or available to the Lessor at
          law or in equity.
     (f)  "Prime Rate" means the floating annual rate of interest established
          and recorded by HSBC Bank Canada from time to time as a reference rate
          for purposes of determining rates of interest it will charge on loans
          denominated in Canadian dollars.
     (g)  Where there shall be more than one Lessee, they shall be jointly and
          severally bound to the fulfilment of their obligations hereunder.
     (h)  If the context so requires, words importing number shall be deemed to
          include a greater or lesser number, words importing gender shall be
          deemed to include the other gender or the body corporate and words
          importing the body corporate shall be deemed to include either gender.
     (i)  The Lessor and the Lessee confirm that they have expressly required
          that this lease and all other schedules, purchase orders, notices and
          documents relating thereto be drafted in English. Le Locateur et le
          Locataire confirment qu'ils ont expressement exige que la Convention
          de Bail d'Equipement Principals et tous les annexes, bons de commande,
          avis et documents y afferents soient rediges en anglais.

Executed this 12 day of February, 2003.

By execution hereof, the signer hereby
certifies that he has read this lease,
and that he is duly authorized to
execute this lease on behalf of
Lessee.

Lessee NORTH AMERICAN EQUIPMENT LTD. C/S   Lessor HSBC Bank Canada
       -----------------------------

       -----------------------------


                                                                     JOHN LANDRY
                                                                       ACCOUNT
                                                                       MANAGER,
By /s/                   Secretary         By /s/                      LEASING
   -------------------- ------------          --------------------   -----------
   Authorized Signatory    Title              Authorized Signatory      Title


                                                                     G.N.LARKE
                                                                      Regional
                                                                      Leasing
   /s/                      CEO               /s/                     Manager
   -------------------- ------------          --------------------   -----------
   Authorized Signatory    Title              Authorized Signatory      Title



ADDENDUM "A" to Master Equipment Lease, Lease Number 999927AB, dated Feb. 12,
2003 between HSBC Bank Canada as "Lessor", and North American Equipment Ltd., as
"Lessee".

- --------------------------------------------------------------------------------

Listed below are amendments and clarifications to referenced paragraphs in the
Master Equipment Lease:

PARAGRAPH
- ---------

2 (a) and
10 (f):        The applicable interest rate shall be the three month LIBOR rate
               plus 200 basis points calculated and compounded monthly.

4 and 10 (j):  (a)  The Lessee is permitted to sublet and relinquish possession
                    of any of the Collateral to related companies, provided
                    that:

                    (i)   the Collateral is not removed from the Ft. McMurray
                          area, Alberta; and

                    (ii)  the Lessee has obtained written confirmation from its
                          insurers that such sublease or relinquishment is
                          permitted under its insurance policy; and

                    (iii) HSBC Bank Canada will continue to look solely to
                          Lessee for the payment and performance of its
                          liabilities and obligations under the Offer To Lease
                          and Lease Schedules.

               (b)  The Lessee can claim capital cost allowance in respect of
                    the Collateral under form T2145 "Election in Respect of the
                    Leasing of Property", in conjunction with the Lessor.

8.             Any tires added to the Collateral shall remain the property of
               the Lessee and shall not form part of the Collateral for the
               purposes of the Lease.

11.            The last sentence in this paragraph shall be deleted.

12.            It shall not be a default for the Lessee to sublet or relinquish
               possession of any of the Collateral to related companies;
               provided the Lessee is not in default of its covenants in
               paragraphs 4 and 10(j).

15.            The proviso at the beginning of this paragraph shall be changed
               to read as follows:

                    "Provided the Lessee shall not be in default under any
                    payment obligation on its part hereunder or under any other
                    document granted to HSBC Bank Canada.

17.            The Lease is subject and subordinate to a letter agreement
               entitled "Offer To Lease" dated January 29, 2003 and made between
               the Lessor, the Lessee and Deere-Hitachi Construction Machinery
               Corporation as Residual Guarantor.

LESSOR:                                   LESSEE:

HSBC BANK CANADA                          NORTH AMERICAN EQUIPMENT LTD.
Leasing Division


/s/  JOHN LANDRY
ACCOUNT MANAGER, LEASING                  /s/
- --------------------------------------    --------------------------------------


/s/  G:N: LARKE
Regional Leasing  Manager                 /s/
- --------------------------------------    --------------------------------------



            THIS AGREEMENT is made as of the 18 day of February, 2003

BETWEEN:

            DEERE-HITACHI CONSTRUCTION MACHINERY
            CORPORATION (hereinafter called "Purchaser")

                                     - and -

            HSBC BANK CANADA, a Canadian chartered bank with an office at 3rd
            Floor, 885 West Georgia Street, Vancouver, British Columbia V6C 3E9
            (hereinafter called "HSBC")

WHEREAS:

A.   North American Equipment Ltd. (the "Lessee") wishes to lease five (5)
Euclid-Hitachi EH5000 Haul Trucks (the "Collateral") from HSBC pursuant to an
Offer to Lease dated January 29, 2003 from HSBC to the Lessee (the "Offer to
Lease"), pursuant to which HSBC and the Lessee entered into a master lease
agreement (the "Lease") and Lease Schedules.

B.   Pursuant to the Offer to Lease, the Purchaser has agreed with HSBC to
purchase the Collateral from HSBC at the times and on the terms and conditions
set forth therein.

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of HSBC
purchasing the Collateral and entering into the Offer to Lease and the Lease and
other good and valuable consideration, the receipt and sufficiency whereof is
hereby acknowledged, the parties hereto agree as follows:

1.        All capitalized terms utilized but not otherwise defined herein shall
          have the meanings ascribed thereto in the Offer to Lease.

2.        The Purchaser covenants and agrees with HSBC with respect to each
          Lease Schedule to purchase from HSBC:

     (a)  on the Termination Date, the Vehicle(s) described in the corresponding
          Lease Schedule(s) terminated by the Lessee pursuant to Section 10.1 of
          the Offer to Lease at a purchase price equal to the acquisition cost
          of such Vehicle(s) as described in the terminated Lease Schedule(s)
          multiplied by 70.2515%, plus all taxes, including GST and PST thereon;



                                      - 2 -

     (b)  on the last day of the Initial Term, the Vehicle(s) described in the
          corresponding Lease Schedule(s) not renewed for the First Renewal Term
          and in respect of which the Lessee has not exercised its option to
          purchase pursuant to Section 9.1 of the Offer to Lease at a purchase
          price equal to the acquisition cost of such Vehicle(s) as described in
          the applicable Lease Scbedule(s) multiplied by 60%, plus all taxes,
          including GST and PST thereon;

     (c)  on the last day of the First Renewal Term, the Vehicle(s) described in
          the corresponding Lease Schedule(s) not renewed for the Second Renewal
          Term and in respect of which the Lessee has not exercised its option
          to purchase pursuant to Section 9.1 of the Offer to Lease at a
          purchase price equal to the acquisition cost of such Vehicle(s) as
          described in the applicable Lease Schedule(s) multiplied by 40%, plus
          all taxes, including GST and PST thereon;

     (d)  on the last day of the Second Renewal Term, the Vehicle(s) described
          in the corresponding Lease Schedule(s) and in respect of which the
          Lessee has not exercised its option to purchase pursuant to Section
          9.1 of the Offer to Lease at a purchase price equal to the acquisition
          cost of such Vehicle(s) as described in the applicable Lease
          Schedule(s) multiplied by 20%, plus all taxes, including GST and PST
          thereon.

3.        Upon the occurrence of an event described under Section 2 hereof, the
          Purchaser agrees to accept delivery of the applicable Vehicle(s) on
          the Termination Date or on the last day of the Initial Term, the First
          Renewal Term or the Second Renewal Term, as the case may be, at the
          location specified in the Offer to Lease on an "as-is" basis. The
          Purchaser further agrees to accept the Collateral without tires.

4.        The Purchaser acknowledges and agrees that the Lessee may enter into
          one or more Lease Schedules with respect to the Collateral and the
          obligations of the Purchaser hereunder shall apply to each such Lease
          Schedule. The liabilities and obligations of the Purchaser hereunder
          are continuing obligations, and shall not be discharged by the
          purchase of part of the Collateral.

5.        The purchase and sale provided for herein shall be completed on the
          Termination Date or on the last day of the Initial Term, the First
          Renewal Term or the Second Renewal Term, as the case may be (each, a
          "Closing Date").



                                      - 3 -

6.        On the Closing Date, HSBC shall deliver to the Purchaser a Bill of
          Sale for the subject Collateral which Bill of Sale shall contain no
          warranties on the part of HSBC either express or implied except that
          HSBC shall warrant that it has done no act or created any security
          interest in the subject Collateral which would adversely affect the
          title thereto, that HSBC has good title to the Collateral subject to
          the rights of the Lessee under the Lease and that the interest of HSBC
          in the Collateral has been validly perfected in accordance with
          applicable law. Without limiting the foregoing, the Collateral shall
          be purchased on an "as is" basis. In addition, HSBC shall assign to
          the Purchaser, to the extent they are assignable, any warranties
          relating to the Collateral then in effect. The Purchaser shall
          immediately upon delivery of such documents, provide the aforesaid
          purchase price to HSBC by way of cash, bank draft or certified cheque.

7.        HSBC shall not be responsible for delivering the subject Collateral to
          the Purchaser on the Closing Date, however HSBC shall direct the
          Lessee pursuant to the Lease to return the Collateral FOB to the
          Lessee's worksite in the Fort McMurray Area, Alberta and shall
          otherwise assign to the Purchaser any and all other rights and
          benefits it may have pursuant to the Lease so as to facilitate the
          Purchaser's taking possession of the Collateral from the Lessee
          following completion of the purchase and sale as provided for herein.

8.        Possession and risk for the Collateral shall pass to the Purchaser
          immediately upon the closing of the purchase and sale provided for
          herein.

9.        The Purchaser shall be responsible for the payment of all provincial
          and federal sales tax, goods and service tax, licence or registration
          fees or any other fees, costs or charges payable in respect of the
          Collateral and/or in connection with the sale and purchase of the same
          or consequent upon the aforesaid sale and purchase occurring, all at
          the time and in the manner specified in any applicable statutes or
          regulations, and shall provide proof of compliance with the same to
          HSBC forthwith upon demand by HSBC.

10.       If any of the Collateral shall be damaged or lost such that there is
          payment made to HSBC in respect of such damage or loss then:

     (a)  if such payment or any part thereof is applied against replacement of
          damaged or lost Collateral, such replaced Collateral shall be subject
          to this Agreement in all respects;



                                      - 4 -

     (b)  if such payment is taken by HSBC and by agreement of HSBC and the
          Lessee, the Lease shall be modified to reflect the fact that such
          Collateral no longer forms part of the Lease, then this Agreement
          shall nonetheless continue to apply to the Collateral remaining under
          the Lease, with the purchase price being adjusted on a pro rata basis.

11.       The obligations of the Purchaser are absolute and unconditional and
          will not be released or discharged by:

     (a)  any extensions of time, indulgences or modifications which HSBC may
          extend or make with the Lessee in respect of the performance of any
          obligations of the Lessee under any provisions of the Lease;

     (b)  any waiver by or failure of HSBC to enforce any of the terms,
          covenants, conditions and provisions of the Lease;

     (c)  any assignment of the Lease by the Lessee or any trustee, receiver or
          liquidator;

     (d)  any consent which HSBC may give to any such assignment;

     (e)  any assignment or transfer or other disposition by HSBC of any of its
          rights under the Lease, and without limiting the generality of the
          foregoing it is hereby agreed that HSBC may assign, transfer or
          otherwise dispose of any such rights without the prior consent of the
          Purchaser and in such event any assignee, transferee or successor in
          interest shall have the same rights and remedies as if originally
          named herein in the place of HSBC;

     (f)  any inability of HSBC to enforce any terms, covenants, conditions and
          provisions of the Lease against the Lessee other than the obligation
          of the Lessee to surrender possession of the Collateral on the Closing
          Date;

     (g)  the acceptance of additional security from the Lessee and regardless
          of the release or discharge of the Lessee by HSBC or by others or by
          operation of any law;

     (h)  any amendment, modification or change of the Lease whether or not the
          Purchaser has been notified of the same (except with respect to the
          return conditions set forth in the Addendum which HSBC shall agree not
          to modify without the Purchaser's prior written consent);



                                      - 5 -

     (i)  a discharge of the Lessee from any of its obligations under the Lease
          by way of applicable statutes relating to bankruptcy or insolvency or
          the like.

12.       This Agreement is not assignable by the Purchaser.

13.       Time shall be of the essence of this Agreement.

14.       All terms, agreements and conditions contained herein shall extend to
          and be binding upon the parties hereto and their respective successors
          and permitted assigns.

15.       If the context so requires, words importing gender shall be deemed to
          be the other gender or the body corporate and vice versa and all legal
          rights and obligations hereunder shall be determined in accordance
          with the laws of the Province of Alberta.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
in the presence of their officers duly authorized in that regard as of the day
and year first above written.

DEERE-HITACHI CONSTRUCTION MACHINERY CORPORATION
by its authorized signatory(ies):


/s/            - President
- ----------------------------------------
Name & Title:


/s/            - Chief Financial Officer
- ----------------------------------------
Name & Title:


HSBC BANK CANADA


/s/  G.N. LARKE
     Regional Leasing Manager
- ----------------------------------------
Authorized Signatory


/s/  JOHN LANDRY
     ACCOUNT MANAGER, LEASING
- ----------------------------------------
Authorised Signatory

EX-10.3

                                                                    Exhibit 10.3

[LOGO OF WAJAX Finance]                            MASTER LEASE   --------------
                                                   AGREEMENT NO.  --------------
6035 South Service Road, Box 5072, Burlington, Ontario L7R 3YB
================================================================================

LESSEE:   North American Equipment Ltd. ("LESSEE")
ADDRESS   #2,53016 Highway 60
          Spruce Grove, Alberta
          T7X 3G7
          1-780-960-7171

This Master Lease Agreement ("Agreement"), including the terms and conditions on
the reverse side hereof and any Schedules hereto, correctly sets forth the
entire agreement between Wajax Finance Ltd. ("Lessor") and Lessee. No agreements
or understandings shall be binding on either of the parties hereto unless in
writing and executed by the parties hereto.

1.   Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
     the personal or movable property (the "Equipment") described in the Lease
     Schedule(s) (the "Schedule") executed and to be executed by the parties and
     attached hereto to form part hereof. Each Schedule shall constitute a
     separate lease of Equipment and the provisions hereof will be deemed to be
     a part thereof. In contemplation of entering into a Schedule with respect
     to certain Equipment, Lessor and Lessee may enter into an Interim Lease
     Funding Agreement providing for the acquisition of such Equipment by Lessor
     and at the request of Lessee.

2.   Term and Rental. The term of the lease for any Equipment ("Lease Term"),
     its commencement date ("Lease Commencement Date") and the amount of the
     rental ("Rental"), together with the sales tax and goods and services tax
     thereon, if applicable, and the terms of payment thereof, will be as
     provided in the Schedule related to such Equipment. Lessee's obligation to
     pay Rental and other amounts owing under a Schedule or hereunder shall be
     absolute and unconditional without any claim of setoff or compensation by
     Lessee. Lessee shall not be permitted to prepay its Rentals or other
     obligations. Lessee shall on the Lease Commencement Date pay Lessor the
     number of advance rentals, if any, set forth in the Schedule. Such advance
     rentals shall not constitute a security deposit and shall not be refundable
     to Lessee under any circumstances, but shall be applied by Lessor against
     subsequent Rental in reverse order of maturity.

3.   Use. Lessee will cause the Equipment to be operated in accordance with any
     applicable manufacturer's manuals or instructions, by competent duly
     qualified personnel, in accordance with applicable govemmental regulations,
     if any, and for business purposes only. Lessee agrees not to remove the
     Equipment from its location as set forth in the related Schedule without
     Lessor's prior written consent, provided that Equipment which is mobile by
     nature shall be based at such location but may be operated away from such
     location in the ordinary course of Lessee's business.

     Maintenance. Lessee assumes all risk of loss or damage to the Equipment
     from the date of shipment thereof until it is returned to Lessor and the
     Schedule with respect to it is terminated, and agrees that the Equipment
     will be installed and maintained in good operating condition at Lessee's
     expense and returned to Lessor promptly at the expiry of the Lease Term in
     good operating condition (ordinary wear and tear excepted).

5.   Alterations. Lessee may make alterations, additions or improvements to the
     Equipment provided such alterations, additions or improvements shall not
     decrease the value of the Equipment or impair its utility. Any alterations,
     additions or improvements to the Equipment shall be at Lessee's expense and
     shall belong to and become the property of Lessor subject to the terms of
     this Agreement during the Lease Term of such Equipment. Lessee may remove
     any such alterations, additions or improvements at the expiration of the
     Lease Term of such Equipment, provided Lessee shall repair any damage to
     the Equipment or the premises where located resulting from or occasioned by
     such removal and provided any such removal shall restore the Equipment to
     its original state and condition (ordinary wear and tear excepted).

6.   Insurance. As and from the earlier of the data upon which Lessor pays any
     part of the cost of an item of Equipment or acquires ownership of or title
     to an item of Equipment or bears any risk, responsibility and liability
     therefor and thereafter throughout the Lesse Term of an item of Equipment.
     Lessee shall at its sole expense:
     (a)  insure the Equipment against all risks of physical loss or damage,
          including without limitation loss by fire (including extended
          coverage), theft, collision and such other risks of loss as are
          customarily covered by insurance on such type of equipment by prudent
          operators of businesses similar to that in which Lessee is engaged, in
          such amounts, in such form and with such insurers as shall be
          satisfactory to Lessor, but in no event shall such insurance be less
          than an amount (the "Loss Value") equal to the present value from time
          to time of all unpaid amounts due as Rental or otherwise (including
          the purchase option amount or any amounts due if the purchase option
          is not exercised, if applicable) with respect to such Equipment,
          calculated by discounting such amounts at the rate of six percent (6%)
          per annum, which amount the parties agree represents an estimate of
          the full replacement value of the Equipment from time to time during
          the Lease Term.

IN WITNESS WHEREOF This Agreement made as of the 15 day of September, 2000.

WAJAX FINANCE LTD.


PER:
     -----------------------------------
NAME:
     -----------------------------------
TITLE:
      ----------------------------------
DATE:
     -----------------------------------


     (b)  maintain public liability and property damage insurance in respect of
          the use, operation and possession of the Equipment and the ownership
          thereof by Lessor with insurers satisfactory to Lessor in such form
          and with such limits of liability as Lessor may from time to time
          reasonably require.
     Each insurance policy will name Lessee and Lessor as insureds, will name
     Lessor as an additional insured and loss payee thereof and shall contain a
     clause requiring the insurer to give to Lessor at least thirty (30) days'
     prior written notice of any alteration in the terms of such policy or of
     the cancellation thereof. At Lessor's request, Lessee shall furnish to
     Lessor a certificate or certificates of insurance or other evidence
     satisfactory to Lessor that such coverage is in effect, provided, however,
     that Lessor shall be under no duty to either ascertain the existence of or
     to examine such insurance policy or to advise Lessee in the event such
     insurance coverage shall not comply with the requirements hereof. If any
     such policies of insurance contain a co-insurance clause, Lessee shall
     either cause such coinsurance clause to be waived or maintain at all times
     a sufficient amount of insurance to meet the requirements of any such
     co-insurance clause so as to prevent Lessee from becoming a co-insurer
     under the terms of any such policy. Lessee will, at its expense, make all
     proofs of loss and take all other steps necessary to recover insurance
     benefits unless advise in writing by Lessor that Lessor desires so to do at
     Lessee's expense. Proceeds of insurance shall at the option of Lessor be
     disbursed by Lessor against satisfactory invoices for repair or replacement
     of Equipment, or be retained by the Lessor for application against Lessee's
     obligations hereunder, and if the proceeds received are less than the Loss
     Value of the Equipment lost, Lessee shall immediately pay to Lessor the
     amount of such deficiency. The total or partial loss of the Equipment or
     its use or possession shall not relieve Lessee from its obligations and
     liabilities hereunder.

7.   Uninsured Loss and Damage. If any item of Equipment is lost, stolen,
     destroyed or damaged beyond repair and is not covered by insurance in the
     amount required by Section 6 for any reason, or in the event of any
     condemnation, confiscation, seizure or expropriation of such item, Lessee
     shall immediately pay to Lessor the Loss Value of such item, at which time
     Lessor will transfer to Lessee, without recourse or warranty of any nature
     whatsoever, all of Lessor's right, title and interest in such item of
     Equipment.

8.   Laws and Regulations. Lesses shall comply with all laws relating to the
     Equipment, its possession and use and the ownership thereof by Lessor.

9.   Representations and Warranties of Lessee. Lessee represents and warrants to
     Lessor, which representations and warranties shall be deemed to be repeated
     on each day that this Agreement remains in force, that:
     (a)  Lessee, if a corporation, is duly incorporated and validly existing in
          good standing under the laws of the jurisdiction of its incorporation,
          and Lessee has the power, corporate or otherwise, to enter into this
          Agreement and all certificates and other documents required hereby or
          referred to herein;
     (b)  this Agreement has been duly authorized by all necessary action,
          corporate or otherwise, on the part of Lessee, has been duly executed
          and delivered by Lessee and constitutes the legal, valid and binding
          agreement of Lessee enforceable against it in accordance with their
          terms;
     (c)  the execution, delivery, observance and performance of this Agreement
          does not and will not result in the breach of, constitute a default
          under, contravene any provision of, or result in the creation of any
          lien on or in any property or assets of the Lessee, pursuant to
          Lessee's constating, documents (if any) or any agreement, indenture or
          other instrument to which Lessee is a party or by which Lessee or any
          of its property or assets may be bound; and
     (d)  there are no actions, suits or proceedings pending or, to the
          knowledge of Lessee, threatened in any court or tribunal or before any
          competent authority against Lessee or any of its property or assets
          which, in the reasonable and bona fide opinion of Lessee, may have a
          material adverse effect on the financial condition or business of
          Lessee.
                                                                (Continued Over)

LESSEE: North American Equipment Ltd.


PER: /s/ Martin P. Gouin
     -----------------------------------
NAME:  Martin P. Gouin
       ---------------------------------
TITLE: President
       ---------------------------------
DATE:
     -----------------------------------

                                                                wajax-mstr-lease



10.  Exclusion of Equipment Warranties. Lessee acknowledges that Lessee alone
     will have selected the Equipment, that Lessor does not deal in the
     Equipment and that Lessor does not and will not make any representation or
     warranty whatsoever, express or implied, with respect to the Equipment or
     its adequacy for Lessee's purpose or otherwise. Lessor will have no
     liability whatsoever (including, without limitation, liability for any
     indirect or consequential damages) arising from any latent or other defect
     in the Equipment including any fundamental breach, or other failure of
     performance, capacity or operation of the Equipment. If any Equipment is
     unsatisfactory for any reason, Lessee shall pay the Rental owing in respect
     of such Equipment without abatement and shall seek recourse solely against
     the supplier or manufacturer of such Equipment. For such purpose, Lessor
     assigns to Lessee the benefit of all warranties and guarantees provided by
     manufacturers or suppliers of Equipment. If the manufacturer or supplier
     substitutes replacement equipment for any Equipment described in a
     Schedule, Lessee will promptly give Lessor notice thereof together with
     such particulars as are necessary to prepare a corrected Schedule and such
     replacement equipment shall be deemed Equipment.

11.  Default Time is of the essence and it shall be a default hereunder
     ("Default") and under all Schedules if:
     (a)  Lessee fails to pay any Rental or other amounts payable under any
          Schedule or hereunder when due in the manner specified;
     (b)  Lessee fails to observe or perform any covenant or other obligation or
          provision of a Schedule or hereunder;
     (c)  Lessee becomes insolvent (within the meaning of the Bankruptcy and
          Insolvency Act) or commits or threatens to commit an act of bankruptcy
          or if a petition in bankruptcy, proposal, arrangement or
          reorganization under the Bankruptcy and Insolvency Act. Winding Up Act
          or Companies' Creditors Arrangement Act is filed by or against Lessee
          or if a receiver of receiver-manager is appointed for Lessee or a
          substantial part of Lessee's property;
     (d)  an encumbrancer or any other party takes possession of a substantial
          part of Lessee's property or any of the Equipment;
     (e)  any representation or warranty made by Lessee to Lessor in connection
          with the entering into of this Agreement or any statement in any
          document or agreement in connection herewith proves to have been
          untrue or incorrect when made or furnished;
     (f)  Lessee ceases or threatens to cease to carry on the business currently
          being carried on by it or disposes of all or substantially all of its
          property;
     (g)  any item of Equipment is confiscated, forfeited or seized or otherwise
          attached by anyone pursuant to any legal process or other means;
     (h)  if Lessee is a corporation, there is any change in its effective
          control without the prior written consent of Lessor;
     (i)  Lessee is in default under any other lease, contract, agreement or
          obligation now existing or hereinafter entered into with the Lessor
          or any assignee of Lessor whether Lessee is bound alone or with
          others;
     (j)  Lessee dies or becomes mentally incompetent, if an individual, or is
          dissolved, or amalgamated or wound up if Lessee is a corporation; and
     (k)  Lessor believes in good faith that the payment of the Rent or the
          performance or observation of any covenant herein is impaired or that
          the Equipment is in danger of being lost, damaged or confiscated, or
          of being encumbered by Lessee or seized or otherwise attached by
          anyone pursuant to any legal process or otherwise.

For greater certainty, Lessee acknowledges that a Default under one Schedule
shall be deemed Default under all Schedules.

12.  Remedies.
     (a)  Upon Default and any time thereafter Lessor may in addition to any
          other right or remedy Lessor may have at law or in equity Lessor shall
          have the rights and remedies set out below, all of which shall be
          enforced successively, concurrently and/or cumulatively:
          (i)   without further notice, take possession of the Equipment under
                any or all Schedules ("Repossession") and for such purpose
                Lessee hereby grants Lessor the right to enter its premises at
                the then current Equipment location for the purpose of
                Repossession and waives claims for any damages, whether to
                property or otherwise, arising out of a Repossession and
                acknowledges that Lessor may retain all prior payments as
                partial compensation for the use of the Equipment, and sell or
                lease the Equipment upon such terms as Lessor determines with or
                without notice, at private or public sale, with or without
                having the Equipment at the sale("Disposition");
          (ii)  upon five (5) days' prior written notice after the occurrence
                and continuance of Default, terminate this Agreement and any
                Schedule; or
          (iii) demand, as a genuine pre-estimate of liquidated damages for loss
                of bargain and not as a penalty, the Loss Value of the
                Equipment.
     (b)  Lessee will pay all costs arising or incurred by Lessor as a result of
          Default, including reasonable legal fees on a solicitor and his own
          client basis. Such costs with be first deducted from the proceeds of
          any Disposition, if an amount in excess of the Loss Value is received
          by Lessor, after costs, from the exercise of its remedies under
          Paragraph 12(a), Lessor shall pay to Lessee or any other party
          entitled by law to such payment, any such excess, and Lessee shall be
          liable for any deficiency.
     (c)  Lessee will pay Lessor interest at the Prime Rate plus 5% per annum
          calculated daily on all sums not received by Lessor when due and owing
          under the provisions of any Schedule or hereunder. Such interest shall
          be calculated monthly, not in advance, and be due and payable on the
          same days as provided for the payment of Rental so long as payment of
          any monies due and payable hereunder is in arrears. For purposes of
          this paragraph, "Prime Rate" means the rate of interest per annum
          which Royal Bank of Canada establishes from time to time at its
          principal office in Toronto for demand loans in Canadian dollars made
          to its customers in Canada and referred to as its prime rate of
          interest.
     (d)  Lessee waives all claims for damages against Lessor arising out of the
          Repossession, voluntary surrender, removal or Disposition of the
          Equipment;
     (e)  All rights of Lessor are cumulative and not alternative and may be
          exercised by Lessor separately or together, in any order or
          combination; and
     (f)  Lessor may discharge any claim, lien, mortgage, charge, security
          interest, encumbrance or any rights of others that may exist or be
          threatened against the Equipment, and in each such case the amounts so
          paid together with costs, charges and expenses incurred in connection
          therewith shall be added to the amount otherwise owed by Lessee.

13.  Ownership. Title to the Equipment is and shall remain in Lessor. During the
     Lease Term, the Equipment shall be and remain movable, personal and chattel
     property. Lessor shall not interfere with Lessee's right to possession and
     quiet enjoyment of the Equipment during the Lease Term provided Lessee
     performs its obligations hereunder and under any Schedule.
     Lessor may requite plates, labels, or other markings to be affixed to or
     placed prominently upon the Equipment indicating Lessor as the owner.

14.  Return on Termination. At the end of the Lease Term of each Schedule. the
     Equipment shall be returned to Lessor at a place reasonably designated by
     Lessor, unless a purchase option is exercised in respect thereof.

15.  Indemnification. Lessee shall be responsible for, and shall indemnify and
     save Lessor harmless from and against, all losses, claims, costs, expenses,
     damages, actions and liabilities, including without limitation solicitor's
     fees on a solicitor and his own client basis, in connection with, or
     arising from, this Agreement and/or any Schedule, the Equipment and the
     acquisition, possession, return ownership, leasing, use and-operation of
     the Equipment. This indemnity shall survive termination of this Agreement.

16.  Taxes, Liens, Change of Name. Lessee shall;
     (a)  punctually pay all sales and other taxes, licence fees, levies and
          assessments which may become payable at any time upon, or in respect
          of, the Equipment this Agreement and/or any Schedule;
     (b)  keep the Equipment free and clear of liens, charges, security
          interests, hypothecs, attachments, seizures and encumbrances of any
          kind, except those in favour of Lessor, and
     (c)  notify Lessor in writing no less than sixty (6O) days prior to
          changing its name or the location of its chief executive office.

17.  Remedying Defaults. If Lessee shall fail to perform or comply with any of
     Lessee's obligations hereunder and/or under a Schedule, Lessor in its
     discretion may do all such reasonable acts and make all such reasonable
     disbursements as may be necessary to remedy such failure and any
     disbursements so made shall be payable by Lessee on demand, together with
     interest at the rate stipulated in Paragraph 12(c) from the date of
     disbursement by Lessor to the date of payment by Lessee.

18.  Notices. Notices with respect hereto will be given in writing personally
     delivered to an officer or duly authorized representative of the recipient
     party or by prepaid registered mail addressed to such party at its address
     set forth above or such other address as it may in writing direct. Notice,
     if mailed as aforesaid, shall be deemed effective upon the fifth (5th)
     business day after the mailing thereof.

19.  Assignments
     (a)  This Agreement including any Schedule is not assignable by Lessee nor
          may Lessee assign or sublet the Equipment without the prior written
          consent of Lessor.
     (b)  Lessor may at any time without notice to Lessee, transfer or assign
          this Agreement or any Schedule or any Equipment or any Rental or other
          moneys and benefits due or to become due hereunder.

20.  Miscellaneous.
     (a)  This Agreement shall be binding upon and enure to the benefit of
          Lessor and its successors and assigns and shall be binding upon Lessee
          and the heirs, executors, administrators, successors and permitted
          assigns or sublets of the Lessee.
     (b)  If more than one person, firm or corporation executes this Agreement
          as Lessee, their respective liabilities hereunder will be both joint
          and several, but Lessor will be fully discharged in respect of any
          obligation hereunder upon performance of that obligation in favour of
          any one of them.
     (c)  No term, condition or provision of this Agreement will be waived or
          deemed to have been waived by Lessor except in writing.
     (d)  Lessee shall furnish its financial statements to Lessor within 120
          days after the close of each financial year of Lessee prepared in
          accordance with generally accepted accounting principles consistent
          with prior such statements. Lessee shall also furnish such other
          information as Lessor may from time to time reasonably request, and
          shall permit Lessor to inspect and make copies of its books and
          records upon at least 24 hours' prior notice.
     (e)  This Agreement and Schedules hereto may be amended only by agreement
          in writing signed by Lessor and Lessee.
     (f)  Any provision of this Agreement which is or is deemed to be void,
          prohibited or unenforceable in any jurisdiction is, as to such
          jurisdiction, severable herefrom and ineffective to the extent of such
          avoidance, prohibition or unenforceability, without invalidating the
          remaining provisions hereof.
     (g)  All Lessee's obligations hereunder shall be performed or observed at
          Lessee's expense.
     (h)  Lessor may make any registrations, recordations, or filings necessary
          or desirable to protect or discharge, as the case may be, its security
          interest in the Equipment at the expense of Lessee.
     (i)  Lessee and Lessor shall give such further assurances and do such acts
          and execute such documents as may be required by the other of them to
          give effect to this Agreement and to protect their respective rights
          hereunder.
     (j)  "This Agreement", "hereto", "herein", "hereof", "hereby", "hereunder"
          and similar expressions refer to this Master Lease Agreement and
          include all Schedules.
     (k)  This document and all related documents have been written in the
          English language at the express request of the parties. Le present
          document ainsi que tous documents rattachant ont ete rediges on langue
          anglaise a la demande expresse das parties.
     (l)  Lessee acknowledges receipt of a copy of this Agreement.
     (m)  This Agreement and Schedules attached to it are non-cancellable.
     (n)  This Agreement and the Schedules shall, for the purpose of
          determining the validity and enforceability of Lessor's security
          interest in the Equipment and the Lessor's remedies upon a default,
          (i) be governed by and construed in accordance with the laws of the
          jurisdiction where Lessee is located as of the date of this Lease if
          the Equipment is inventory leased or held for lease to others or
          Equipment normally used in more than one jurisdiction, and (ii) in all
          other cases, the laws of the jurisdiction where the Equipment is
          located. For all other purposes, this Agreement shall be governed and
          construed in accordance with the laws of the Province of Ontario.

21.  Provincial Waivers
          (a)  Quebec. Notwithstanding anything in this Agreement to the
               contrary the contract evidenced thereby shall be a contract of
               leasing as contemplated by Article 1842 the Civil Code and Lessee
               declares and represents that it chose the Equipment leased
               hereunder which will be used for the purpose of its enterprise;
          (b)  Saskatchewan, Lessee, if a corporation, hereby agrees that the
               Limitation of Civil Rights Act, as amended from time to time,
               shall have no application to the rights, powers or remedies of
               Lessor hereunder, and hereby waives any rights Lessee may have
               thereunder.

                                                                wajax-mstr-lease



[LOGO OF WAJAX Finance]                               LEASE             --------
                                                      SCHEDULE NO.      --------
5035 South Service Road, Box 5072, Burlington, Ontario L7R 3YB
================================================================================
ATTACHED TO AND FORMING PART OF MASTER LEASE AGREEMENT ("Lease Agreement") dated
September 15, 2000
BETWEEN WAJAX FINANCE LTD.("LESSOR") AND North American Equipment Ltd.
("LESSEE")
- --------------------------------------------------------------------------------
Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from
Lessor, upon and subject to the terms, conditions and provisions set forth
in this Lease Schedule ("Schedule") and in the above referred to Lease
Agreement, the Equipment described or identified below (the "Equipment"). Any
capitalized term net defined herein shall have the meaning ascribed to it in the
Lease Agreement.
- --------------------------------------------------------------------------------
                             EQUIPMENT DESCRIPTION
- --------------------------------------------------------------------------------
1 (One) Hitachi Crawler Mounted Loading Front Shovel Model EX5500-5 Serial
Number HCM18B00000508 equipped with all standarad equipment with 55" triple
grouser shoes, with 35.60 cu. Yd dump Bucket with 2 (Two) Model QSK-45 Cummins
Engines Serial Numbers 331521O8CPL2853 and 33152114CPL2853 and 12 (Twelve) Model
4455484 Hydraulic Pumps and (4) Four Model 443941 Swing Motors Serial Numbers
26737610, 26379611, 25378330 and 25378329 and 4 (Four) Model X4477062 Travel
Motors Serial Numbers 26372605, 26372606, 26371643 and 26372604
- --------------------------------------------------------------------------------
LOCATION OF EQUIPMENT: Lessee's site in the Fort McMurray, Alberta area
- --------------------------------------------------------------------------------

     1.   TERM AND RENTAL PROVISIONS

          Lease Term: 12 months

          Lease Commencement Date: May 7, 2003

          Rentals Payable: Monthly
                             monthly, quarterly, etc

          FIRST RENTAL DUE: May 7, 2003

          FINAL RENTAL DUE: April 7, 2004

          TOTAL PERIODIC RENTAL SCHEDULE.

          (i)  12 Rentals at $139,853,99USD each
          (ii) ___Rentals at $______each
          (iii)___Rentals at $______each
          (iv) ___Rentals at $______each
          (v)  ___Rentals at $______each
          (vi) ___Rentals at $______each

          All Rentals subject to applicable taxes

     SECURITY DEPOSIT: $N/A

     2.   PURCHASE OPTION: See Addendum A

This Schedule is made as of May 7, 2003.

WAJAX FINANCE LTD.


PER:
     -----------------------------------

NAME/TITLE:
           -----------------------------

     3.   RENTAL ADJUSTMENT [Intentionally deleted]

     4.   AGREEMENT. This Schedule shall be deemed to take effect and form part
          of the Lease Agreement pursuant to Section 1 thereof on the date
          Lessor receives a fully completed Equipment Acceptance Certificate
          duly executed by Lessee in form and content acceptable to Lessor, in
          Lessor's sole discretion, and an invoice from the supplier of the
          Equipment which is the subject of such Equipment Acceptance
          Certificate with such invoice designating Lessor as purchaser and
          owner of Equipment. Lessee hereby authorizes Lessor to insert as the
          Lease Commencement Date the date Lessor receives an executed Equipment
          Acceptance Certificate and, where applicable, the serial number of the
          Equipment. Lessee hereby agrees that the Equipment located at the
          above location shall not be removed without prior written notice to
          the Lessor.

     5.   The present document has been written in the English language at the
          express request of the parties. Le present document a ste redge en
          langue anglaise a la demande des parties.

     6.   Additional Provisions. Lease Agreement and this Schedule as amended
          and Supplemented by Lease Schedule Addenda A and B.


LESSEE: North American Equipment Ltd.


PER:
     -----------------------------------

NAME/TITLE:  Martin P. Gouin, President
             ---------------------------



[LOGO OF WAJAX Finance]
                                                       LEASE SCHEDULE ADDENDUM A
5035 South Service Road, Box 5072, Buningron, Ontario L7R 3YB
- --------------------------------------------------------------------------------

Attached to and forming part of Lease Schedule No. ___________ (the "Lease
Schedule"), dated as of May 7, 2003, to Master Lease Agreement (the "Lease
Agreement"), between Wajax Finance Ltd, ("Lessor") and North American Equipment
Ltd. ("Lessee") and dated as of September 15, 2000. Any capitalized term not
defined herein shall have the meaning ascribed to it in the Lease Schedule.
Except as amended hereby, the Lease Schedule remains in full force and effect
unamended.

The parties covenant and agree as follows:

1.   Paragraph 11 (a) of the Lease Agreement is amended by deleting " when due
     in the manner specified" and replaced with", in the manner specified,
     within ten (10) days of receipt of written notice from Lessor that such
     amount or amounts were not made on the dates required hereunder or under
     any Schedule, as the case may be."

2.   Paragraph 19(a) of the Lease Agreement is amended by adding the following:
     "Notwithstanding the foregoing, Lessee may sublet the Equipment upon ten
     (10) days prior written notice to Lessor, (i) to a corporation that is a
     wholly owned subsidiary of Lessee, (ii) to Lessee's parent corporation
     provided that Lessee is a wholly owned subsidiary of such parent, and (iii)
     to a corporation that is a wholly owned subsidiary of such parent
     corporation. In the event that the Equipment is sublet. Lessee and
     sub-lessee shall be jointly and severally liable for all of the obligations
     and liabilities owing hereunder and under any Schedule"

3.   Paragraph 20(d) of the Lease Agreement is amended by deleting, "and shall
     permit Lessor to inspect and make copies of its books and records upon at
     least 24 hours' prior notice"

4.   Section 2 of the Lease Schedule is deleted and replaced with the following:

END OF TERM OPTIONS: Lessee shall, at the end of the Lease Term and upon ninety
(90) days' prior written notice to Lessor, elect one of the following options:

     (1.i)     Purchase the Equipment from the Lessor on May 7, 2004 for an
               amount equal to $3,511,900US plus the Rentals and other amounts
               then due under the Lease Schedule or the Lease Agreement ("12/th/
               Month Option Price");
     (1.ii)    Lease the Equipment from the Lessor for an additional term
               ("First Renewal Term") of 6 months commencing immediately at the
               end of the Lease Term at a monthly Rental determined in
               accordance with the provisions of the "Renewal Term Rental
               Calculation", below, plus applicable taxes, with the first such
               Rental being due on May 7,2004; or
     (1.iii)   Return the Equipment to Lessor, at Lessee's site in the Fort
               McMurray, Alberta region or such other location upon the mutual
               consent of the parties hereto.

     In the event that no election is made in accordance with the foregoing,
     Lessee shall be deemed to have elected option (1.ii).

In the event that Lessee elects, or is deemed to have elected, option (1.ii),
Lessee shall, at the end of the First Renewal Term and upon ninety (90) days'
prior written notice to Lessor, elect one of the following options:

     (2.i)     Purchase the Equipment from the Lessor on November 7, 2004 for an
               amount equal to $3,261,050US plus the Rentals and other amounts
               then due under the Lease Schedule or the Lease Agreement ("18/th/
               Month Option Price");
     (2.ii)    Lease the Equipment from the Lessor for an additional term
               ("Second Renewal Term") of 6 months commencing immediately at the
               end of the First Renewal Term at a monthly Rental determined in
               accordance with the provisions of the "Renewal Term Rental
               Calculation", below, plus applicable taxes, with the first such
               Rental being due on November 7, 2004, or
     (2.iii)   Return the Equipment to Lessor, at Lessee's site in the Fort
               McMurray, Alberta region or such other location upon the mutual
               consent of the parties hereto.

     In the event that no election is made in accordance with the foregoing,
     Lessee shall be deemed to have elected option (2.ii).

In the event that Lessee elects, or is deemed to have elected, option (2.ii),
Lessee shall, at the end of the Second Renewal Term and upon ninety (90) days'
prior written notice to Lessor, elect one of the following options:

     (3.i)     Purchase the Equipment from the Lessor on May 7, 2005 for an
               amount equal to $2.759.350US plus the Rentals and other amounts
               then due under the Lease Schedule or the Lease Agreement ("24/th/
               Month Option Price");
     (3.ii)    Lease the Equipment from the Lessor for an additional term
               ("Third Renewal Term") of 12 months commencing immediately at the
               end of the Second Renewal Term at a monthly Rental determined in
               accordance with the provisions of



               the "Renewal Term Rental Calculation", below, plus applicable
               taxes, with the first such Rental being due on May 7. 2005, or
     (3.iii)   Return the Equipment to Lessor, at Lessee's site in the Fort
               McMurray, Alberta region or such other location upon the mutual
               consent of the parties hereto.

     In the event that no election is made in accordance with the foregoing,
     Lessee shall be deemed to have elected option (3.ii)

In the event that Lessee elects, or is deemed to have elected, option (3.ii),
Lessee shall, at the end of the Third Renewal Term and upon ninety (90) days'
prior written notice to Lessor, elect one of the following options:

     (4.i)     Purchase the Equipment from the Lessor on May 7, 2006 for an
               amount equal to $2,006,800US plus the Rentals and other amounts
               then due under the Lease Schedule or the Lease Agreement ("36th
               Month Option Price");
     (4.ii)    Lease the Equipment from the Lessor for an additional term
               ("Fourth Renewal Term") of 12 months commencing immediately at
               the end of the Third Renewal Term at a monthly Rental determined
               in accordance with the provisions of the "Renewal Term Rental
               Calculation", below, plus applicable taxes, with the first such
               Rental being due on May 7, 2006, or
     (4.iii)   Return the Equipment to Lessor, at lessee's site in the Fort
               McMurray, Alberta region or such other location upon, the mutual
               consent of the parties hereto.

     In the event that no election is made in accordance with the foregoing,
     Lessee shall be deemed to have elected option (4.ii).

In the event that Lessee elects, or is deemed to have elected, option (4,ii),
Lessee shall, at the end of the Fourth Renewal Term and upon ninety (90) days'
prior written notice to Lessor, elect one of the following options:

     (5.i)     Purchase the Equipment from the Lessor on May 7, 2007 for an
               amount equal to $978,315US plus the Rentals and other amounts
               then due under the Lease Schedule or the Lease Agreement ("48/th/
               Month Option Price"); or
     (5.ii)    Return the Equipment to Lessor, at Lessee's site in the Fort
               McMurray, Alberta region or such other location upon the mutual
               consent of the parties hereto.

     In the event that no election is made in accordance with the foregoing,
     Lessee shall be deemed to have elected option (5.i).

On Lessor's receipt of the 12/th/ Month Option Price, the 18/th/ Month Option
Price, the 24/th/ Month Option Price the 36/th/ Month Option Price or the
48/th/ Month Option Price, as the case may be, upon customer's exercise of
options (1.i), (2.i), (3.i), (4.i) or (5.i), respectively, in cash, plus sales
and other taxes, if applicable, the Equipment will be sold to Lessee in its then
condition, quantity and location, on an "as is, where is" basis, free and clear
of liens, charges or encumbrances created by Lessor, without further warranties
or representations whatsoever, express or implied, on the part of Lessor."

RENEWAL TERM RENTAL CALCULATION; In the event that the Lessee elects or is
deemed to have elected options (1.ii), (2.ii), (3.ii) or (4.ii) hereunder, the
Rentals during the applicable renewal term shall be calculated as provided in
this section. On the commencement of the relevant renewal term, the Lessor shall
calculate a monthly rental amount in accordance with ordinary lease financing
practices based on (a) a capital cost equal to the option price in respect of
the purchase option not exercised by the Lessee at the commencement of the
renewal term (i.e. the 12/th/ Month Option Price, the 18/th/ Month Option Price,
the 24/th/ Month Option Price or the 36/th/ Month Option Price, in respect of
the First Renewal Term, the Second Renewal Term, the Third Renewal Term or the
Fourth Renewal Term, respectively) plus any arrears of Rentals or other amounts
then due and owing under the Lease Schedule or Lease Agreement, (b) an
end-of-term residual amount equal to the next scheduled option price (i.e. the
18/th/ Month Option Price, the 24/th/ Month Option Price, the 36/th/ Month
Option Price, or the 48/th/ Month Option Price, in respect of the First Renewal
Term, the Second Renewal Term, the Third Renewal Term or the Fourth Renewal
Term, respectively), (c) a term equal to (i) 6 months in respect of the First
Renewal Term, (ii) 6 months in respect of the Second Renewal Term, (iii) 12
months in respect of the Third Renewal Term and (iv) 12 months in respect of the
Fourth Renewal Term, and (d) a rate of interest per annum equal to the
then-prevailing market yield on one-year US Treasury securities, as reasonably
determined by Lessor, plus 2.99%. Forthwith after such calculation, the Lessor
shall notify the Lessee of the amount of monthly Rentals so determined; absent
manifest error, the determination of the Lessor of such Rental amounts shall be
final and binding during the applicable renewal term.



5.   CURRENCY: All amounts referenced in the Lease Schedule are acknowledged to
be expressed in United States dollars, in any judicial proceeding in which the
amount of any obligation which is payable hereunder in United States currency
must be converted to Canadian currency, the amount of such obligation shall be
converted into an amount in Canadian currency sufficient to purchase the amount
of the obligation in United States currency at a chartered bank in Ontario at
the close of business on the first day on which such bank quotes a Canadian
dollar rate for purchase of such amount of United States currency before the day
payment of the obligation is received by the recipient. but the recipient shall
have a separate cause of action against the obligor for the amount, if any, by
which the amount paid to the recipient in respect of the obligation, when
promptly converted to United States currency under normal banking procedures and
in an appropriate market of the recipient's choice, fails to yield (net after
any costs of conversion) the full amount of the obligation in United States
currency.

WAJAX FINANCE LTD.                        NORTH AMERICAN EQUIPMENT LTD.


PER:                                      PER: /s/ Martin Gouin
     ---------------------------------        ----------------------------------

Name/Title:                               Name/Title: Martin Gouin, CEO
           ---------------------------                --------------------------



[LOGO OF WAJAX Finance]
                                                       Lease Schedule Addendum B
                                                       (Return Provisions)
5035 South Service Road, Box 5072,Buningron, Ontario L7R 3YB
- --------------------------------------------------------------------------------

This Lease Schedule Addendum is dated May 7, 2003 and is attached to and forms
part of that certain Lease Schedule by and between North American Equipment
Ltd., ("Lessee") and Wajax Finance Ltd. ("Lessor") dated May 7,2003 ("Lease")
which is attached to and forms part of that certain Master Lease Agreement
between Lessor and Lessee dated September 15, 2000 which such Lease Schedule
covers the lease by Lessee from Lessor of the Equipment described in the Lease
Schedule.

Return of Equipment. In addition to the other requirements of this Agreement,
whenever Lessee's right to possess any of the Equipment terminates, for any
reason whatsoever, including the occurrence of an event of Default, Lessee will
promptly surrender the Equipment FOB a Lessee site in the Fort McMurray, Alberta
region or such other site as agreed by the parties. Lessee shall assist Wajax
Industries in disassembly of the Equipment at the time of resale. Lessee will
also return to Lessor all license plates, if any, registration certificates,
manufacturer warranty agreements, maintenance records and other documents
relating to the Equipment. Upon return of Equipment, should the number of hours
of operation of the Equipment exceed the permitted hours ("Permitted Hours") of
6,667 hours each year (such number of hours being pro-rated for partial years)
Lessee will pay to Lessor an additional rental charge equal to S175.00US per
hour, for each hour of usage in excess of the Permitted Hours, plus applicable
taxes. If Lessor takes possession of any property not subject to its interests,
it shall notify Lessee and may dispose of the property if Lessee fails to take
possession within thirty (30) days after such notification. If the Equipment is
not returned in the condition set forth below, Lessee shall pay the Lessor,
within five (5) days of receipt of written notice from Lessor, an amount equal
to the costs and expenses required to repair and recondition the Equipment to
put it in good working condition and appearance, in order to offset its decline
in value, and, if applicable, to obtain the appropriate licenses and
registration.

     (a)  Good Working Condition. The Equipment will be in good working
condition, ordinary wear and tear excepted, and all original equipment (or
replacement equipment of similar value) made by the same manufacturer will be
intact and in good working condition, free of mechanical problems, including any
of its parts and accessories. Permanently installed attachments must remain with
the Equipment unless a written exception is executed by both Lessor and Lessee.
If attachments are removed, the Equipment must be returned to its original
condition.

     (b)  Cab and Body. All decals (except manufacturer's and/or the selling
dealer's original decals), permits, numbers, and other customer identification
will be removed from the Equipment by Lessee in such a manner as not to damage
the surface. Interior trim will be free of tears, cuts and burns, and no glass
will be broken, chipped or cracked. There shall be no un-repaired damage to the
exterior or interior materials that exceeds $1000. The windshield seal must be
free of visible gasket/adhesive material. All mechanical and electrical
equipment including radios, heaters and air conditioners must be in proper
operating condition. All Equipment returned will be cleaned and cosmetically
acceptable, with all rust and corrosion properly removed. All material (i.e.,
dirt, refuse, asphalt, gravel, etc.) must be properly removed from the Equipment
and disposed of in accordance with all applicable federal, provincial (or state)
and local laws and regulations.

                                   Page 1 of 1



     (c)  Frame and Structural Members. Frame and structural members, including,
but not limited to, loader arms, sticks, booms, buckets, frame rails, all
ground engaging tools and all attachments will be structurally sound, without
breaks, bends, cracks or missing teeth.

     (d)  Systems. Cooling, heating and lubrication systems will not be
contaminated, and there shall be no leaking from any such systems nor will any
system be damaged by the failure to properly maintain fluids. All internal
fluids such as lube oil and hydraulic fluids are to be filled at operating
levels, all filter caps are to be secured and filters are to be changed using
OEM filters. Batteries must be capable of holding a charge that starts the
Equipment and shall not have any dead cells or a cracked case.

     (e)  Mechanical Drive Train. If so equipped, the transmission/hydrostatic
drive systems, including, but not limited to, differentials, planetaries, wet
brake systems, and final drives, shall have 70% remaining service life and
operate quietly without vibrations or leaks.

     (f)  Undercarriage. If so equipped, the undercarriage (including sprockets,
links, idlers, bogies, carrier and track rollers, pins and bushings, and track
shoes/pads) shall have at least 55% time/wear remaining before the next overhaul
or replacement as recommended by the manufacturer and published in standard
maintenance manuals.

     (g)  Engine. The engine must have been maintained in accordance with
manufacturer's recommendations, including overhauling the engine as required.
Provided the Equipment is returned within the Permitted Hours, the engine must
have at least 55% time remaining before the next overhaul or replacement
recommended by the manufacturer and/or published in standard maintenance
manuals. Determination of satisfaction of these specifications shall be made by
subjecting the engine to standard industry testing to include (but not limited
to) testing of the crankcase, manifold pressure, oil analysis and blow-by
tests. All tests shall be performed by a manufacturer authorized service center.
Should the Equipment be returned with hours in excess of the Permitted Hours the
Lessee will only be responsible for the additional rental charge.

     (h)  Booms. If so equipped, all booms shall be straight and true within
original manufacturer's specifications and tolerances. All standard rigging
including sheaves, pendants, and fairleads necessary for industry standard lift
crane and boom trucks shall be returned with the Equipment.

     (i)  Hydraulic Equipment. All hydraulic pumps, cylinders, valves,
pipe/tubing and hoses must be fully operational at rated capacity with no leaks,
bent cylinder rods or worn out bushings/pins.

     (j)  Air Conditioning System. All air conditioning systems and components
including the compressor, evaporators, condenser, motor, lines and fittings must
be operational and useable without leaks.

     (k)  ROPS/FOPS Structure. The ROPS/FOPS structure shall have no damage or
repairs whatsoever.

     (1)  Sheet Metal. All sheet metal must be in operational condition without
breaks and bends as provided when the Equipment was first delivered.

     (m)  Documents and Records. The Equipment will have a title free and clear
of all liens and encumbrances, and the Equipment shall meet and conform to all
applicable federal, provincial (or state), and local health and safety laws and
requirements and, if applicable, have appropriate, ANSI inspection certificates,
Permits and other certification necessary to operate the Equipment. Without
limiting the foregoing, Lessee shall maintain and provide the Lessor written
records of preventative maintenance and repairs, indicating dates

                                   Page 2 of 2



and hour meter readings to show when such maintenance or repair work was
performed and verified by parts invoices.

     (n)  Inspections. Not more than ninety (90) days and not less than
forty-five (45) days prior to return of the Equipment on the applicable Lease
termination date, Lessee will make the Equipment available so that Lessor may
conduct a "walk-around" appraisal. Inspections may be made by a manufacturer's
authorized maintenance representative or other qualified maintenance provider
(acceptable to Lessor) to ensure the Equipment conforms to the return provisions
outlined herein. The results of the testing and appraisal with necessary
reconditioning, documenting that the Equipment meets the return conditions
required herein, are to be provided to Lessor thirty (30) days prior to the
return of the Equipment. Lessee shall be responsible for the cost of such
testing and appraisal.

This Lease Schedule Addendum shall inure to the benefit of Lessor's successors
and assigns.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule Addendum
as of the date first set forth above.


 WAJAX FINANCE LTD.                       NORTH AMERICAN EQUIPMENT LTD
(Lessor)                                                      (Lessee)


By:                                       By: /s/
    ----------------------------------        ----------------------------------
Title:                                    Title: C.E.O.
       -------------------------------           -------------------------------


                                   Page 3 of 3

EX-10.4

                                                                    Exhibit 10.4

           RENEWAL LEASE AGREEMENT made this 1st day of December, 2002

BETWEEN:

                                   NORAMA INC.
                       (hereinafter called "the Landlord")

                                                               OF THE FIRST PART


                                     - and -


                     NORTH AMERICAN CONSTRUCTION GROUP INC.
                        (hereinafter called "the Tenant")

                                                              OF THE SECOND PART

          WHEREAS by a Lease dated the 1st day of December, 1997 (the "Original
Lease") the Landlord (formerly named NAR Group Holdings Ltd.) granted to the
Tenant a Lease demising the premises located at #2, 53016 Hwy. 60, Spruce Grove,
Alberta T7X 3G7 (the "Premises") and more particularly described in the Original
Lease for a term of Five (5) years commencing the 1st day of December, 1997 and
ending on the 30th day of November, 2002, and subject to the covenants and
conditions contained therein;

          AND WHEREAS the Tenant has requested the Landlord to grant a lease to
him of the Premises for a further term of Five (5) years from December 1/st/,
2002 until November 30, 2007 on the terms hereinafter set forth which the
Landlord has agreed to do;

          NOW THEREFORE the parties covenant and agree as follows:

1.        The Landlord hereby demises to the Tenant the Premises subject to the
covenants, terms and conditions of the Original Lease except as amended herein.

2.        The Landlord and Tenant hereby covenant that they shall perform and
observe the covenants, provisos and stipulations in the Original Lease as fully
as if such covenants, provisos and



                                        2

stipulations had been repeated in this Lease in full with such modifications
only as are necessary to make them applicable to this Renewal Lease together
with such modifications as are set out herein.

3.        Article 1 - (e), (i) and (ii) are hereby amended to extend the term
of the Original Lease for a further Five (5) years, with the Commencement Date
being December 1,2002.

4.        Article 1 - (f) - Minimum Rent is hereby amended to reflect the agreed
upon amount per annum of $600,000.00 by equal consecutive monthly instalments of
$50,000.00.

5.        The name of the Landlord in the Original Lease shall be amended to
reflect the amalgamation between NAR Group Holdings Ltd. and Norama Inc., which
corporations now continue under the name of NORAMA INC.

6.        Except as amended, the Original Lease is hereby affirmed and ratified.

          IN WITNESS WHEREOF the parties hereto have executed this Renewal Lease
as of the day and year first above written.


                                        NORAMA INC.


                                        Per: /s/
                                            ------------------------------------


                                        Per: /s/
                                            ------------------------------------


                                        NORTH AMERICAN CONSTRUCTION GROUP INC.


                                        Per:  /s/
                                             -----------------------------------


                                        Per:  /s/
                                             -----------------------------------



             THIS SUBLEASE made as of the 1st day of December, 2002.

BETWEEN:

          NORTH AMERICAN CONSTRUCTION GROUP INC., of the City of
          Edmonton, in the Province of Alberta, a body corporate duly
          incorporated pursuant to the laws of the Province of Alberta
          (the "SUBLANDLORD")

                         - and -

          NORTH AMERICAN EQUIPMENT LTD., of the City of Edmonton, in
          the Province of Alberta, a body corporate duly incorporated
          pursuant to the laws of the Province of Alberta (the
          "SUBTENANT")

                                    SUBLEASE
                                    --------

PREAMBLE
- --------

WHEREAS:

A.        By a lease in writing dated the 1st day of December, 1997, (the
"HEADLEASE"), NORAMA INC. (formerly NAR GROUP HOLDINGS LTD.), (the
"HEADLANDLORD") leased to the SUBLANDLORD as tenant those premises known as the
Acheson Property, located at #2, 53016 - Hwy. 60, Spruce Grove, Alberta T7X 3G7,
all as more particularly described in the HEADLEASE, a copy of which is attached
hereto as Schedule "A";

B.        The SUBLANDLORD agreed to sublease a portion of the PREMISES to the
SUBTENANT which included all the shop-yard area and shop building excluding the
administrative office area (the "SUB-PREMISES").

C.        The HEADLEASE was renewed by TENANT and a copy of the Renewal Lease
Agreement is attached as Schedule "B".

D.        AND WHEREAS the SUBTENANT requested the SUBLANDLORD to grant a
sublease of the PREMISES for a further term of Five (5) years from December
1/st/, 2002 until November 30, 2007 on the terms hereinafter set forth which the
SUBLANDLORD has agreed to;

E.        AND WHEREAS the SUBTENANT surrenders any interest it may have had in
any prior sublease and enters into this agreement;

          NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:



                                      - 2 -

ARTICLE 1
- ---------

1.1       Grant of SUBLEASE
          -----------------

          The SUBLANDLORD hereby leases the SUB-PREMISES to the SUBTENANT for a
term of Five (5) years, commencing on the 1st day of December, 2002, and ending
on the 30th day of November, 2007, unless terminated earlier as provided for in
this SUBLEASE.

1.2       Intent of SUBLEASE
          ------------------

          The SUBTENANT acknowledges and agrees that this SUBLEASE is an
absolutely net SUBLEASE with all and every cost, expense, rate, tax or charge in
any way related to the SUB-PREMISES being the responsibility of the SUBTENANT.

ARTICLE 2
- ---------
2.1       Minimum Rent
          ------------

          The SUBTENANT shall pay Minimum Rent to the SUBLANDLORD without
setoff, deduction or abatement, on the first day of each and every month
throughout the term hereof at the following rates:

     (a)  $25,000.00 per month; $300,000.00 per annum.

2.2       Other Costs
          -----------

          The SUBTENANT shall pay to the SUBLANDLORD at the times and in the
manner provided for in the HEADLEASE, all Operating Costs and items of
Additional Rent as defined in the HEADLEASE, together with all other costs, sums
and amounts payable by the tenant to the HEADLANDLORD pursuant to the HEADLEASE.

2.3       Improvements and Alterations
          ----------------------------

          The SUBTENANT shall pay all costs incidental to its occupation of the
SUB-PREMISES including telephone and communication equipment installation fees
and rentals, signage costs and expenses and the cost of all leasehold
improvements installed or to be installed by the SUBTENANT.

ARTICLE 3
- ---------

3.1       Compliance with HEADLEASE
          -------------------------

          The SUBTENANT agrees:

     (a)  at all times during the term of this SUBLEASE and any renewal thereof,
          to observe, perform and be bound by each and every of the terms,
          covenants and conditions contained in the HEADLEASE on the part of the
          tenant therein to be observed and performed as if the SUBTENANT were
          the tenant named therein for the benefit of both the SUBLANDLORD and
          the HEADLANDLORD; the tenant's covenants in the HEADLEASE being
          incorporated herein by reference;



                                      - 3 -

     (b)  not to do or omit to do any act or thing during the term of this
          SUBLEASE which will cause or result in the SUBLANDLORD being in
          default of, or breaching any term of the HEADLEASE;

     (c)  to use the SUB-PREMISES only for the purpose of repair and maintenance
          of heavy equipment.

3.2       Indemnity
          ---------

          The SUBTENANT shall reimburse the SUBLANDLORD for each and every loss,
cost and expense incurred by the SUBLANDLORD pursuant to the HEADLEASE and
attributable to acts or omissions of the SUBTENANT or to the SUBTENANT'S
occupation of the PREMISES and the SUBTENANT hereby indemnifies and saves
harmless the SUBLANDLORD from and against any and all claims, damages, actions,
causes of action and liabilities of every nature whatsoever which may arise
directly or indirectly out of the SUBTENANT'S possession or occupation of the
SUB-PREMISES.

3.3       Disposition
          -----------

          The SUBTENANT shall not assign, transfer, sublet or otherwise dispose
of the SUBTENANT'S interest under this SUBLEASE or part with possession of the
SUB-PREMISES, either in whole or in part, without the prior written consent of
the SUBLANDLORD and the HEADLANDLORD. It is agreed that notwithstanding any
further assignment or subletting, the SUBTENANT shall remain fully liable under
this SUBLEASE and shall not be released from performing any of the terms,
covenants or conditions of this SUBLEASE. It is further agreed that the
SUBTENANT may not profit from any permitted assignment or further subletting and
any rent payable by any permitted assignee or sub-subtenant of the SUBTENANT in
excess of the rental payable hereunder shall be paid to the SUBLANDLORD or at
the SUBLANDLORD'S request to the HEADLANDLORD on the first day of each and every
month throughout the term hereof.

ARTICLE 4
- ---------

4.1       Covenants of SUBLANDLORD
          ------------------------

          Provided that the SUBTENANT keeps and performs all covenants herein
contained on the SUBTENANT'S part to be kept or performed, the SUBLANDLORD
covenants directly with the SUBTENANT as follows:

     (a)  to allow the SUBTENANT to peaceably and quietly possess and enjoy the
          SUB-PREMISES during the term of this SUBLEASE without any hindrance
          or disturbance from or by the SUBLANDLORD or any person claiming under
          or through the SUBLANDLORD; and

     (b)  to do all things required of the SUBLANDLORD to keep the HEADLEASE in
          good standing.



                                      - 4 -
ARTICLE 5
- ---------

5.1       Termination
          -----------

          It is mutually agreed between the SUBLANDLORD and the SUBTENANT that
the provisions relating to default and re-entry set out in the HEADLEASE shall
apply, mutatis mutandis to the tenancy created by the terms of this SUBLEASE and
that if the SUBTENANT breaches or fails to perform any obligation contained in
this SUBLEASE or in the HEADLEASE on its part to be performed, the SUBTENANT
shall be subject to and the SUBLANDLORD may exercise and enjoy all rights and
remedies of the landlord against a defaulting tenant contained in the HEADLEASE.
Notwithstanding anything else contained in this SUBLEASE or in the HEADLEASE and
without prejudice to any other right or remedy which the SUBLANDLORD may have,
if, during the term of this SUBLEASE, a breach or default is made by the
SUBTENANT of any of the covenants, provisos or conditions herein contained on
the part of the SUBTENANT to be observed or performed, the SUBLANDLORD may enter
upon the SUB-PREMISES and therefor have, possess and enjoy them absolutely,
whereupon the term of this SUBLEASE shall immediately be forfeited and void and
an amount equal to the rental for the unexpired term of this SUBLEASE shall
immediately become due and payable in full as agreed liquidated damages and not
as a penalty and without prejudice to any other rights or remedies of the
SUBLANDLORD.

ARTICLE 6
- ---------
6.1       Notices
          -------

          Any notice required to be given hereunder by any party shall be deemed
to have been well and sufficiently given if:

     (a)  personally delivered to the party to whom it is intended or if such
          party is a corporation to an officer of that corporation; or

     (b)  mailed by prepaid registered mail, transmitted by facsimile or
          delivered, to the address or facsimile number of the party to whom it
          is intended as follows:

           (i) if to the SUBLANDLORD, then:

               #2, 53016 Hwy. 60
               Spruce Grove, Alberta T7X 3G7
               Facsimile Number 960-7103;

          (ii) if to the SUBTENANT, then:

               #2, 53016 Hwy. 60
               Spruce Grove, Alberta T7X 3G7
               Facsimile Number 960-7103;

          or to such other address or number as a party may from time to time
direct in writing.



                                      - 5 -

Any notice delivered before 4:30 p.m. local time on a day that is not a
Saturday, Sunday or statutory holiday in Alberta (a "Business Day") shall be
deemed to have been received on the date of delivery and any notice delivered
after 4:30 p.m. local time on a Business Day or delivered on a day other than a
Business Day, shall be deemed to have been received on the next Business Day.
Any notice mailed shall be deemed to have been received seventy two (72) hours
after the date it is postmarked. Any notice sent by facsimile before 4:30 p.m.
local time on a Business Day shall be deemed to have been received when the
sender receives the answer back confirming receipt by the recipient; provided,
however, that any facsimile received after 4:30 p.m. local time on a Business
Day or received on a day other than a Business Day shall be deemed to have been
received on the next Business Day. If normal mail or communications service is
interrupted by strike, slow-down, force majeure or other cause after the notice
has been sent the notice will not be deemed to have been received until actually
received. In the event normal mail service is impaired at the time of sending
the notice, then personal delivery or facsimile transmission only shall be
effective.

6.2       Further Assurances
          ------------------

          The SUBTENANT shall promptly execute, at its sole expense, all
documents, agreements and assurances as may be necessary or advisable to
facilitate compliance with this SUBLEASE in accordance with its true intent,
including, without restricting the generality of the foregoing, any agreement
with the HEADLANDLORD covenanting directly to be bound by all terms and
conditions of the HEADLEASE.

6.3       Enurement
          ---------

          This SUBLEASE shall enure to the benefit of and shall be binding upon
the parties hereto and their respective successors and permitted assigns.

          IN WITNESS WHEREOF the parties hereto have executed this SUBLEASE as
of the day and year first above written.


                                        NORTH AMERICAN CONSTRUCTION
                                        GROUP INC.


                                        Per: /s/
                                            ------------------------------------


                                        Per: /s/
                                            ------------------------------------


                                        NORTH AMERICAN EQUIPMENT LTD.


                                        Per: /s/
                                            ------------------------------------


                                        Per: /s/
                                            ------------------------------------



                                  SCHEDULE "A"


                                      LEASE

                        LANDLORD: NAR GROUP HOLDINGS LTD.
                 TENANT: NORTH AMERICAN CONSTRUCTION GROUP INC.

                             Dated: December 1, 1997




                                TABLE OF CONTENTS
                                -----------------


ARTICLE 1 - BASIC TERMS, SCHEDULE, DEFINITIONS ............................... 1
1.1          Basic Terms ..................................................... 1
1.2          Schedule ........................................................ 2
1.3          Definitions ..................................................... 2

ARTICLE 2 - GRANT OF LEASE ................................................... 2
2.1          Demise .......................................................... 2

ARTICLE 3 - TERM, COMMENCEMENT, RENEWAL ...................................... 2
3.1          Term ............................................................ 2
3.2          Commencement Date ..........................,.................... 2
3.3          Option to Renew ................................................. 2

ARTICLE 4 - RENT ............................................................. 2
4.1          Minimum Rent .................................................... 2
4.2          Payment of Minimum Rent ......................................... 2
4.3          Pro Rata Adjustment of Rent ..................................... 3
4.4          Payments Generally .............................................. 3
4.5          Security Deposit ................................................ 3

ARTICLE 5 - ADDITIONAL RENT .................................................. 4
5.1          Intent of Lease ................................................. 4
5.2          Additional Rent ................................................. 4
5.3          Estimate of Additional Rent ..................................... 4
5.4          Payment of Additional Rent ...................................... 4
5.5          Adjustment of Additional Rent ................................... 4
5.6          Pro Rata Adjustment of Additional Rent .......................... 5
5.7          Review of Additional Rent ....................................... 5

ARTICLE 6 - TAXES ............................................................ 5
6.1          Tenant's Taxes .................................................. 5
6.2          Payment of Property Taxes ....................................... 5
6.3          Sales Tax ....................................................... 5

ARTICLE 7 - UTILITIES AND SERVICES ........................................... 5
7.1          Tenant's Utilities and Services ................................. 5

ARTICLE 8 - INSURANCE ........................................................ 5
8.1          Tenant's Insurance .............................................. 5
8.2          Landlord's Insurance ............................................ 7
8.3          Increases in Rates .............................................. 7
8.4          Recovery of Landlord's Premiums ................................. 7

ARTICLE 9 - USE AND OCCUPATION ............................................... 7
9.1          Quiet Enjoyment ................................................. 7
9.2          Use ............................................................. 7
9.3          Covenant to Operate ............................................. 7
9.4          Signs ........................................................... 8
9.5          Compliance with Laws ............................................ 8
9.6          Nuisance ........................................................ 8



                                       ii

ARTICLE 10 - HAZARDOUS SUBSTANCES ON THE PREMISES ............................ 8
10.1          Hazardous Substances ........................................... 8
10.2          Reporting Requirements ......................................... 8
10.3          Compliance with Environmental Laws ............................. 8
10.4          Clean Up or Removal ............................................ 9
10.5          Indemnity ...................................................... 9
10.6          Ownership of Hazardous Substances ............................. 10

ARTICLE 11 - CLEANING, REPAIR ................................................ 9
11.1          Cleaning ....................................................... 9
11.2          Tenant's Repairs .............................................. 10
11.3          View Repairs .................................................. 10
11.4          Landlord may Maintain and Repair .............................. 10
11.5          Landlord's Repairs ............................................ 10
11.6          Taking of Possession .......................................... 11

ARTICLE 12 - ALTERATIONS, FIXTURES .......................................... 11
12.1          Tenant's Alterations .......................................... 11
12.2          Removal of Fixtures ........................................... 11

ARTICLE 13 - SUBSTANTIAL DAMAGE AND DESTRUCTION, EXPROPRIATION .............. 12
13.1          No Abatement .................................................. 12
13.2          Substantial Damage or Destruction ............................. 12
13.3          Rebuilding .................................................... 12
13.4          Expropriation ................................................. 12

ARTICLE 14 - ASSIGNMENT, SUBLETTING, SALE OR MORTGAGE ....................... 13
14.1          Assignment and Subletting ..................................... 13
14.2          Bulk Sale ..................................................... 13
14.3          Subordination and Attornment .................................. 13
14.4          Estoppel Certificate, Acknowledgment .......................... 14
14.5          Sale by Landlord .............................................. 14
14.6          Financial Information ......................................... 14

ARTICLE 15 - INDEMNITY, LIENS ............................................... 14
15.1          Tenant's Indemnity ............................................ 14
15.2          Personal Injury and Property Damage ........................... 15
15.3          Liens ......................................................... 15
15.4          Granting of Security Interest ................................. 15

ARTICLE 16 - DEFAULT, REMEDIES, TERMINATION ................................. 15
16.1          Default ....................................................... 15
16.2          Landlord may Perform .......................................... 17
16.3          Distress ...................................................... 17
16.4          Costs and Interest ............................................ 17
16.5          Vacate Upon Termination, Survival ............................. 17
16.6          Additional Rights on Default or Re-Entry ...................... 17
16.7          No Waiver ..................................................... 18
16.8          Remedies Cumulative ........................................... 19
16.9          For Lease Signs ............................................... 19
16.10         Holding Over .................................................. 19
16.11         Failure to Pay ................................................ 19
16.12         Charge on Personal Property ................................... 19



                                       iii

ARTICLE 17 - GENERAL PROVISIONS ............................................. 20
17.1          Approvals ..................................................... 20
17.2          Landlord's Performance ........................................ 20
17.3          Relationship of Parties ....................................... 20
17.4          Sole Agreement and Survival of Agreement to Lease ............. 20
17.5          Modifications ................................................. 20
17.6          No Brokerage Commission ....................................... 20
17.7          Registration .................................................. 21
17.8          Construed Covenant, Severability .............................. 21
17.9          Further Assurances ............................................ 21
17.10         Governing Law ................................................. 21
17.11         Time .......................................................... 21
17.12         Notices ....................................................... 21
17.13         Extended Meanings ............................................. 22
17.14         No Transfer on Bankruptcy ..................................... 22
17.15         Successors Bound .............................................. 22
17.16         Index and Headings ............................................ 22
17.17         Tenant's Acceptance ........................................... 22

SCHEDULE "A" - DEFINITIONS .................................................. 24

SCHEDULE "B" - LEGAL DESCRIPTION OF PREMISES ................................ 26



                                      LEASE

THIS LEASE, dated December 1, 1997, is made and entered into by the Landlord and
Tenant named herein who, in consideration of the covenants herein contained,
agree as follows:

ARTICLE 1 - BASIC TERMS, SCHEDULE, DEFINITIONS
- ----------------------------------------------

1.1       Basic Terms
          -----------

     (a)       (i)  Landlord: NAR GROUP HOLDINGS LTD.

               (ii) Address and Facsimile No. of Landlord:
                    #2, 53016 Hwy. 60
                    Spruce Grove, Alberta T7X 3G7
                    Fax: 489-4295

     (b)       (i)  Tenant: NORTH AMERICAN CONSTRUCTION GROUP INC.

               (ii) Address and Facsimile No. of Tenant:
                    #2, 53016 Hwy. 60
                    Spruce Grove, Alberta T7X 3G7
                    Fax: 489-4295

     (c)  Address of Premises: #2, 53016 Hwy. 60
                               Spruce Grove, Alberta T7X 3G7

     (d)  Legal Description of Premises: SCHEDULE "B"

     (e)       (i)  Term: Five (5) years

               (ii) Commencement Date: December 1, 1997

     (f)  Minimum Rent:

             Lease Years        $/Annum          $/Month

             Five (5)         $480,000.00      $40,000.00

     (g)  Security Deposit: N/A

     (h)  Permitted Use of Premises: Administration and operation of
                                     construction company, including repair and
                                     maintenance of heavy equipment.

          The foregoing Basic Terms are hereby approved by the parties and each
reference in this Lease to any of the Basic Terms shall be construed to include
the provisions set forth above as well as all of the additional terms and
conditions of the applicable sections of this Lease where such Basic Terms are
more fully set forth.



                                        2

1.2       Schedule
          --------

          The following schedule to this Lease is incorporated into and forms an
          integral part of this Lease:

          Schedule "A" - Definitions
          Schedule "B" - Legal Description of Premises

1.3       Definitions
          -----------

          In this Lease, the words, phrases and expressions set forth in
Schedule "A" are used with the meanings defined therein.

ARTICLE 2 - GRANT OF LEASE
- --------------------------

2.1       Demise
          ------

          The Landlord, being registered as owner of the Premises legally
described in Section l.l(d), subject, however, to such mortgages and
encumbrances as are registered against title thereto as of the date hereof, does
hereby lease the Premises to the Tenant, for the Term and upon and subject to
the covenants and conditions hereinafter expressed.

ARTICLE 3 - TERM, COMMENCEMENT, RENEWAL
- ---------------------------------------

3.1       Term
          ----

          The Term of this Lease shall be for the period set out in Section
l.l(e)(i), beginning on the Commencement Date, plus any partial calendar month
following the Commencement Date if the Commencement Date is other than the
first day of a calendar month.

3.2       Commencement Date
          -----------------

          The Term shall commence on the Commencement Date.

ARTICLE 4 - RENT
- ----------------

4.1       Minimum Rent
          ------------

          The Tenant shall pay to the Landlord in and for each Lease Year,
Minimum Rent in the amount per annum set out in Section 1.1(f) for the
respective Lease Year, by equal consecutive monthly instalments in the amount
set out in Section 1.1(f) for such Lease Year. If the Commencement Date is not
the first day of a calendar month, the Tenant shall pay, on such Commencement
Date, as an instalment of Minimum Rent, for the period from the Commencement
Date to the last day of such calendar month, inclusive, an amount calculated by
multiplying the annual Minimum Rent for the first Lease Year by the number of
days during such period and dividing by three hundred and sixty-five (365), and
such instalment shall be in addition to the Minimum Rent payable for such first
Lease Year and the first regular instalment of Minimum Rent for such first Lease
Year shall be paid on the first day of the calendar month next following the
Commencement Date.

4.2       Payment of Minimum Rent
          -----------------------

          The first monthly instalment of Minimum Rent shall be paid on or
before the Commencement Date and subsequent instalments of Minimum Rent shall be
paid strictly in advance on the first day of each and every



                                        3

succeeding month throughout the Term.

4.3       Pro Rata Adjustment of Rent
          ---------------------------

          All rent shall be deemed to accrue from day to day, and if for any
reason it shall become necessary to calculate rent for irregular periods of less
than one (1) year or one (1) month, as the case may be, an appropriate pro rata
adjustment shall be made in order to calculate rent for such irregular period.

4.4       Payments Generally
          ------------------

          All payments by the Tenant to the Landlord of whatsoever nature
required or contemplated by this Lease shall be:

     (a)  paid to the Landlord by the Tenant in lawful currency of Canada;

     (b)  made when due hereunder, without prior demand therefor and without any
          set-off, compensation or deduction whatsoever at such place as the
          Landlord may designate from time to time to the Tenant;

     (c)  applied towards amounts then outstanding hereunder, in such manner as
          the Landlord may, in its discretion, see fit, and without restricting
          the generality of the foregoing, no acceptance by the Landlord of any
          amount less than the full sum which is due and owing by the Tenant
          shall constitute an accord and satisfaction or oblige the Landlord to
          accept in full settlement, anything less than the full amount owing
          and outstanding at any time;

     (d)  deemed to be rent, in partial consideration for which this Lease has
          been entered into, and shall be payable and recoverable as rent, such
          that the Landlord shall have all rights and remedies against the
          Tenant for default in making any such payment which may not be
          expressly said to be rent as the Landlord has for default in payment
          of rent;

     (e)  subject to an overdue charge if any such payment is not made when due,
          which charge shall be Additional Rent equal to the then existing Bank
          of Canada Prime Rate plus five (5%) per cent per annum on the overdue
          amount both before and after judgment payable with the next monthly
          instalment of Minimum Rent, all without prejudice to any other right
          or remedy of the Landlord; and

     (f)  made, if the Landlord so requests, by way of a series of cheques,
          postdated to the respective due dates of such payments, which the
          Tenant shall supply to the Landlord at the commencement of each Lease
          Year or earlier should the Landlord so request, or by way of an
          automatic debiting system by which payments are deducted from the
          Tenant's bank account and credited to the Landlord's, all at the
          Tenant's cost and all without prejudice to any other right or remedy
          of the Landlord.

4.5       Security Deposit
          ----------------

          The Tenant shall pay the Security Deposit to the Landlord which shall
be retained by the Landlord without liability for interest thereon, as security
for the due performance by the Tenant of its obligations under this Lease. The
Security Deposit may be applied, in the Landlord's discretion, to remedy any
default by the Tenant hereunder, whether in respect to the payment of monies or
otherwise, and in the absence of such default the Landlord shall return the
Security Deposit to the Tenant at the expiration of the Term. If any or all of
the Security Deposit is applied by the Landlord to remedy any default, then the
Tenant shall forthwith upon written demand from the Landlord, remit to the
Landlord such monies as are sufficient to restore the amount of money held on
deposit by the Landlord to the original balance.



                                        4

ARTICLE 5 - ADDITIONAL RENT
- ---------------------------

5.1       Intent of Lease
          ---------------

          It is the intent of the parties and agreed that this Lease shall be
absolutely net and carefree to the Landlord such that, without limiting the
generality of the foregoing, the Tenant shall pay for its own account, and
without any variation, set-off or deduction, all amounts, charges, costs,
duties, expenses, fees, rates, sums, taxes and increases therein in any way
relating to the Premises.

5.2       Additional Rent
          ---------------

          Without limiting the generality of the preceding Section, the Tenant
shall pay to the Landlord as Additional Rent in each Lease Year the aggregate
of:

     (a)  Property Taxes;

     (b)  Landlord's Insurance as provided for in this Lease;

     (c)  the Sales Tax;

     (d)  such other amounts, charges, costs, sums or increases therein as are
          required to be paid by the Tenant to the Landlord pursuant to this
          Lease in addition to Minimum Rent.

5.3       Estimate of Additional Rent
          ---------------------------

          The Landlord may, in respect of any or all of the items of Additional
Rent, compute bona fide estimates of the amounts which are anticipated to accrue
in the next following Lease Year, calendar year or fiscal year, or portion
thereof, as the Landlord in its discretion may determine is the most appropriate
period for each or all items of Additional Rent, and the Landlord may provide
the Tenant with written notice of the amount of any such estimate.

5.4       Payment of Additional Rent
          --------------------------

          With respect to any item of Additional Rent which the Landlord elects
to estimate from time to time, following receipt of the written notice of the
estimated amount thereof, the Tenant shall pay to the Landlord such amount, in
equal consecutive monthly instalments throughout the applicable period with the
monthly instalments of Minimum Rent. With respect to any item of Additional Rent
which the Landlord has not elected to estimate from time to time, the Tenant
shall pay to the Landlord the amount of such item of Additional Rent, determined
pursuant to the applicable provisions of this Lease, forthwith upon receipt of
an invoice therefor.

5.5       Adjustment of Additional Rent
          -----------------------------

          Within ninety (90) days of the end of each Lease Year, calendar year
or fiscal year, or portion thereof, as the case may be, for which the Landlord
has estimated any item of Additional Rent, the Landlord shall compute the actual
amount of such item of Additional Rent, and make available to the Tenant for
examination a statement of the gross amount of such item of Additional Rent, and
the calculation of the Tenant's share thereof for each year or portion thereof.
If the actual amount of such item of Additional Rent, as set out in any such
statement, exceeds the aggregate amount of the instalments paid by the Tenant in
respect of such item, the Tenant shall pay to the Landlord the amount of the
excess within fifteen (15) days of the receipt of such statement. If the
contrary is the case, any such statement shall be accompanied by a refund to the
Tenant of any such overpayment without interest, provided that the Landlord may
first deduct from such refund any rent or other sum which is then owing by the
Tenant or in arrears.



                                        5

5.6       Pro Rata Adjustment of Additional Rent
          --------------------------------------

          In the event this Lease commences, expires or is terminated before the
end of the period for which any item of Additional Rent would otherwise be
payable, the amount thereof payable by the Tenant shall be apportioned and
adjusted in accordance with the adjustment provisions of this Lease.

5.7       Review of Additional Rent
          -------------------------

          No party hereto may claim a readjustment in respect of any item of
Additional Rent whether paid or payable in instalments or otherwise, if based on
any error of estimation, allocation, calculation or computation thereof, unless
claimed in writing prior to the expiration of one (1) year from the conclusion
of the period in respect of which such item of Additional Rent accrued.

ARTICLE 6 - TAXES
- -----------------

6.1       Tenant's Taxes
          --------------

          The Tenant shall pay promptly when due all business, sales, machinery,
equipment and all other taxes, assessments, charges and rates, as well as any
permit or license fees, attributable to the Premises or the property, business,
sales or income of the Tenant in respect of the Premises.

6.2       Payment of Property Taxes
          -------------------------

          The Tenant shall pay the Property Taxes to the Landlord as Additional
Rent.

6.2       Sales Tax
          ---------

          The Tenant shall pay to the Landlord as Additional Rent, or as
otherwise required by law, all Sales Tax. The Landlord shall determine on a
reasonable basis the extent to which the Sales Tax is imposed by reason of any
sum payable by the Tenant to the Landlord pursuant to any provisions of this
Lease and any report of the Landlord's chartered accountant for such purpose
shall be conclusive as to the amount of any Sales Tax for any period to which
such report relates.

ARTICLE 7 - UTILITIES AND SERVICES
- ----------------------------------

7.1       Tenant's Utilities and Services
          -------------------------------

          The Tenant shall pay all rates, charges, costs and expenses as may be
assessed or levied and at the rates so assessed or levied by all suppliers of
utilities and services directly to the Premises.

ARTICLE 8 - INSURANCE
- ---------------------

8.1       Tenant's Insurance
          ------------------

     (a)  The Tenant shall, during the whole of the Term and during such other
          time as the Tenant occupies the Premises, take out and maintain the
          following insurance, at the Tenant's sole expense, in such form and
          with such companies as the Landlord may reasonably approve:

          (i)   comprehensive general liability insurance applying to all
                operations of the Tenant and against claims for bodily injury,
                including death, and property damage or loss arising out of the
                use or occupation of the Premises, or the Tenant's business on
                or about the



                                        6

                Premises; such insurance shall include the Landlord as an
                additional insured and indemnify and protect both the Tenant and
                Landlord and shall contain a "cross liability" or "severability
                of interests" clause so that the Landlord and the Tenant may be
                insured in the same manner and to the same extent as if
                individual policies had been issued to each, and shall be for
                the amount of not less than One Million ($1,000,000.00) Dollars
                combined single limit or such other amount as may be reasonably
                required by the Landlord from time to time; and such
                comprehensive general liability insurance shall, for the
                Tenant's benefit only, include contractual liability and
                tenant's legal liability insurance in a form and of a nature
                broad enough to insure the obligations imposed upon the Tenant
                under the terms of this Lease;

          (ii)  "all risks" insurance upon its merchandise, stock-in-trade,
                furniture, fixtures and improvements including leasehold
                improvements and upon all other property in the Premises owned
                by the Tenant or for which the Tenant is legally liable, and
                insurance upon all glass and plate glass in the Premises,
                against breakage and damage from any cause, all in an amount
                equal to the full replacement value thereof, which amount in the
                event of a dispute shall be determined by the decision of the
                Landlord; and

          (iii) boiler and machinery insurance on such boilers and pressure
                vessels as may be installed by or under the exclusive control of
                the Tenant in the Premises.

     (b)  The policies of insurance referred to above shall contain the
          following additional provisions:

          (i)   provisions that the Landlord is protected notwithstanding any
                act, neglect or misrepresentation of the Tenant which might
                otherwise result in the avoidance of a claim under such policies
                and such that such policies shall not be affected or invalidated
                by any act, omission or negligence of any third party which is
                not within the knowledge or control of the insured(s);

          (ii)  provisions that such policies and the coverage evidenced thereby
                shall be primary and non-contributing with respect to any
                policies carried by the Landlord and that any coverage carried
                by the Landlord shall be excess coverage;

          (iii) all property and boiler insurance referred to above shall
                provide for waiver of the insurer's rights of subrogation as
                against the Landlord;

          (iv)  provisions that such policies of insurance shall not be
                cancelled without the insurer providing the Landlord thirty (30)
                days written notice stating when such cancellation shall be
                effective.

     (c)  Evidence satisfactory to the Landlord of all such policies of
          insurance shall be provided to the Landlord upon request.

     (d)  The Tenant shall further during the whole of the Term maintain such
          other insurance in such amounts and upon such sums as the Landlord may
          reasonably determine from time to time.

     (e)  The proceeds of all property insurance maintained by the Tenant are
          hereby assigned and made payable to the Landlord, and to the extent
          that such proceeds have been paid to the Landlord, they shall be
          released to the Tenant (provided the Tenant is not in default
          hereunder):

          (i)   upon the Tenant's written request, in progress payments, at
                stages determined by the Architect, upon receipt by the Landlord
                of a certificate from the Architect stating that repairs to each
                stage have been completed, free of liens, by the Tenant,
                provided that in the event of the Tenant's default in making
                such repairs and if the Landlord performs



                                        7

                repairs, the proceeds may be applied by the Landlord to the
                costs thereof; or

          (ii)  upon termination of this Lease by the Landlord upon the
                happening of Substantial Damage or Destruction, but only to the
                extent of the value of any trade fixtures or stock-in-trade of
                the Tenant, but not to the extent of the value of any leasehold
                improvements made by the Tenant to the Premises.

8.2       Landlord's Insurance
          --------------------

          The Landlord may take out or cause to be taken out and keep or cause
to be kept in full force and effect:

          (a)  standard fire and extended coverage insurance on the Premises,
               except foundations, and should the Landlord so elect, insurance
               to cover any loss of rental income which may be sustained by the
               Landlord;

          (b)  comprehensive general liability insurance against claims for
               bodily injury, including death and property damage in such form
               and subject to such deductions and exceptions as the Landlord may
               determine;

provided that nothing herein shall prevent the Landlord from providing or
maintaining such lesser, additional or broader coverage as the Landlord may
elect in its discretion.

8.3       Increases in Rates
          ------------------

          The Tenant shall not do, omit or permit to be done or omitted upon the
Premises anything which shall cause any rate of insurance upon the Premises or
any part thereof to be increased or cause insurance to be cancelled. If any such
rate of insurance shall be increased as aforesaid, the Tenant shall pay to the
Landlord the amount of the increase as Additional Rent. If any insurance policy
upon the Premises or any part thereof is cancelled or threatened to be cancelled
by reason of the use or occupancy by the Tenant or any act or omission as
aforesaid, the Tenant shall forthwith remedy or rectify such use, occupation,
act or omission upon being requested to do so by the Landlord, and if the Tenant
fails to so remedy or rectify, the Landlord may at its option terminate this
Lease forthwith and the Tenant shall immediately deliver up possession of the
Premises to the Landlord.

8.4       Recovery of Landlord's Premiums
          -------------------------------

          For purposes of the recovery of the cost of insurance premiums paid by
the Landlord, such premiums shall be included in Additional Rent and recovered
in accordance with the provisions of this Lease.

ARTICLE 9 - USE AND OCCUPATION
- ------------------------------

9.1       Quiet Enjoyment
          ---------------

          The Landlord covenants with the Tenant for quiet enjoyment, for so
long as the Tenant is not in default hereunder, and except as provided herein.

9.2       Use
          ---

          The Premises shall be used for the purpose set forth in Section l.l(h)
and for no other purpose.

9.3       Covenant to Operate
          -------------------

          The Tenant shall throughout the whole of the Term continuously
operate, occupy and utilize the



                                        8

entire Premises and conduct its business therein complying strictly with the
provisions of this Lease. The Tenant acknowledges that the Landlord is executing
this Lease in reliance upon the Tenant's covenant herein contained and that such
covenant is a material element inducing the Landlord to execute this Lease.

9.4       Signs
          -----

          The Tenant may erect, install and maintain, all at the Tenant's sole
expense, a sign of a kind and size and in a location as first approved in
writing by the Landlord. The Tenant shall not erect, install or maintain any
sign other than in accordance with this Article. At the expiration or earlier
termination of this Lease, the Tenant shall, if required to do so by the
Landlord, remove any such sign or signs and repair any loss or damage to the
Premises occasioned thereby, all at the Tenant's sole expense.

9.5       Compliance with Laws
          --------------------

          The Tenant shall carry on and conduct its business from the Premises
in such manner as to comply with any and all statutes, by-laws, rules and
regulations of any Federal, Provincial, Municipal or other competent authority
for the time being in force, and shall not do anything upon the Premises in
contravention thereof.

9.6       Nuisance
          --------

          The Tenant shall not do or permit to be done or omitted anything which
could damage the Premises or injure or impede the business of the Tenant or
which shall or might result in any nuisance in or about the Premises, whether to
the Landlord, or any other party, the whole as determined by the Landlord,
acting reasonably. In any of the foregoing events, the Tenant shall forthwith
remedy the same and if such thing or condition shall not be so remedied, the
Landlord may, after such notice, if any, as the Landlord may deem appropriate in
the circumstances, correct such situation at the expense of the Tenant and the
Tenant shall pay such expense to the Landlord as Additional Rent.

ARTICLE 10 - HAZARDOUS SUBSTANCES ON THE PREMISES
- -------------------------------------------------

10.1      Hazardous Substances
          --------------------

          The Tenant shall not cause or permit any Hazardous Substance to be
brought upon, kept or used in or about the Premises without the prior written
consent of the Landlord, which consent shall not be unreasonably withheld if the
Tenant demonstrates to the Landlord's reasonable satisfaction that such
Hazardous Substance is reasonably necessary for the Tenant's permitted use of
the Premises and that it will be used, kept, stored and disposed of in a manner
that complies with all Environmental Laws.

10.2      Reporting Requirements
          ----------------------

          At the commencement of each Lease Year the Tenant shall disclose to
the Landlord the names and approximate amounts of all Hazardous Substances that
the Tenant intends to store, use or dispose of on the Premises in the coming
Lease Year. In addition, at the commencement of each Lease Year, beginning with
the second Lease Year, the Tenant shall disclose to the Landlord the names and
amounts of all Hazardous Substances that were actually used, stored or disposed
of on the Premises if those materials were not previously identified to the
Landlord at the commencement of the previous Lease Year.

10.3      Compliance with Environmental Laws
          ----------------------------------

          (a)  The Tenant shall at the Tenant's own expense comply with all
               Environmental Laws and shall make, obtain and deliver all reports
               and studies as required by any governmental agency, authority or
               any Environmental Laws.



                                        9

          (b)  The Tenant authorizes the Landlord to make inquiries from time to
               time of any governmental agency or authority in order to
               determine the Tenant's compliance with the Environmental Laws.
               The Tenant covenants and agrees that it will from time to time
               provide to the Landlord such written authorization as the
               Landlord may reasonably require in order to facilitate the
               obtaining of such information.

          (c)  The Tenant shall immediately advise the Landlord of any breach of
               any part of this Article or if any governmental agency or
               authority issues an order, notice, cancellation, amendment,
               charge, violation, ticket or other document concerning the
               release, investigation, clean up, remediation or abatement of any
               Hazardous Substance.

10.4      Clean Up or Removal
          -------------------

          If any government authority shall require the clean up or removal of
any Hazardous Substance held, released, spilled, abandoned or placed upon the
Premises or released into the environment by the Tenant in the course of the
Tenant's business or as a result of the Tenant's use or occupancy of the
Premises, then the Tenant shall, at its own expense, prepare and submit for
approval all necessary studies, plans and proposals, shall provide all bonds and
other security required by governmental authorities and shall forthwith carry
out the work required. The Tenant shall keep the Landlord fully informed of the
progress of the matter and shall provide to the Landlord full information with
respect to proposed plans and comply with the Landlord's reasonable requirements
with respect to such plans. The Tenant further agrees that if the Landlord
determines, in its discretion, that the Premises, the Landlord or the Landlord's
reputation is placed in any jeopardy by the requirements for any such work, the
Landlord may itself undertake such work or any part thereof at the cost and
expense of the Tenant.

10.5      Indemnity
          ---------

          The Tenant shall indemnify and hold harmless the Landlord from any and
all claims, damages, fines, judgments, penalties, costs, liabilities or losses
arising out of or in any way related to any contamination of the Premises in any
manner for which the Tenant is legally liable including, without limitation, any
personal injury or property damage, a decrease in value of the Premises, damages
caused by loss or restriction of rentable or useable space, or any damages
caused by adverse impact on marketing of the space, any and all sums paid for
settlement of claims and any lawyer's, consultant's, agent's or expert's fees.
The provisions of this Section shall be in addition to any other obligations and
liabilities that the Tenant may have to the Landlord at law or equity and shall
survive the transactions contemplated herein and the termination of this Lease.

10.6      Ownership of Hazardous Substances
          ---------------------------------

          If the Tenant creates or brings to the Premises any Hazardous
Substances or if the conduct of the Tenant's business shall cause there to be
any Hazardous Substance at the Premises then, notwithstanding any rule of law to
the contrary, such Hazardous Substance shall be and remain the sole and
exclusive property of the Tenant and shall not become the property of the
Landlord notwithstanding the degree of affixation to the Premises of the
Hazardous Substances, and notwithstanding the expiry or earlier termination of
this Lease.

ARTICLE 11 - CLEANING, REPAIR
- -----------------------------

11.1      Cleaning
          --------

     (a)  The Tenant shall, at its sole expense, keep the Premises and, without
          limitation, the yard and Parking Areas, the inside and outside of all
          glass windows and doors of the Premises and all exterior surfaces of
          the Premises, in a neat, clean and sanitary condition and shall not
          allow any refuse, garbage or other loose or objectionable or waste
          material to accumulate in or about the Premises, yard or Parking
          Areas. All refuse shall be disposed of on a timely basis and in a
          reasonable manner.



                                       10

     (b)  The Tenant shall, immediately before the termination of the Term, wash
          the floors, windows, doors, walls and woodwork of the Premises and
          shall not, upon such termination, leave upon the Premises any refuse,
          garbage or waste material.

     (c)  Without restricting the foregoing, the Tenant shall pay for its own
          janitorial services, cleaning of debris, removal of garbage,
          landscaping, yard and Parking Area maintenance, and such other costs
          as may be incurred in cleaning in accordance with this Article.

     (d)  In the event the Tenant fails to clean or maintain in accordance with
          this Article upon notice so to do from the Landlord, the Landlord may
          attend to the same and the Tenant shall pay to the Landlord as
          Additional Rent the cost thereof.

11.2      Tenant's Repairs
          ----------------

     (a)  The Tenant shall repair the Premises, only excepting reasonable wear
          and tear and repairs which are the responsibility of the Landlord
          pursuant to this Article, but including any damage to or breakage of
          glass, plate glass, shop windows, mouldings, storefronts, signs,
          doors, hardware, lighting, wiring, plumbing, improvements, partitions,
          wall fixtures and all trade fixtures and furnishings of the Tenant or
          otherwise in or for the Premises and the Tenant shall maintain in good
          condition the interior of the Premises, any appurtenances thereto, any
          improvements now or hereafter erected or installed therein and any
          apparatus or equipment of the Tenant therein or therefor.

     (b)  The Tenant shall keep well-painted at all times the interior of the
          Premises in accordance with the reasonable requests of the Landlord,
          using colours which shall first be approved in writing by the
          Landlord.

     (c)  The Tenant shall maintain all-heating, ventilation, air-conditioning
          and plumbing facilities within the Premises and all drains therefrom
          in good repair and working order.

     (d)  The Tenant, its employees or agents shall not mark, paint, drill or in
          any way deface any walls, ceilings, partitions, floors, wood, stone,
          brick or ironwork without the written approval of the Landlord.

11.3      View Repairs
          ------------

          The Landlord may enter the Premises at any reasonable time during
business hours and at any time during any emergency to view the state of repair
and the Tenant shall repair according to notice in writing from the Landlord so
to do, subject to the exceptions contained in this Article.

11.4      Landlord may Maintain and Repair
          --------------------------------

          If the Tenant fails to maintain and repair as required herein and
according to notice from the Landlord within fourteen (14) days of receipt
thereof, or such shorter period as may be reasonable in the circumstances, the
Landlord may complete such maintenance and repair without liability to the
Tenant for any loss or damage that may occur to the Tenant's merchandise,
fixtures or other property or to the Tenant's business by reason thereof, and
upon completion thereof, the Tenant shall pay as Additional Rent the Landlord's
cost for conducting such repairs or maintenance.

11.5      Landlord's Repairs
          ------------------

     (a)  The Landlord shall be responsible for Structural Repairs to the
          Premises caused by perils against which the Landlord has insured,
          unless caused by the negligence of the Tenant, or persons for whom the
          Tenant is responsible in law.



                                       11

     (b)  The Landlord shall not be liable for any loss or damage to any person
          or property for its failure to repair in accordance with this Article,
          unless such loss or damage is caused by the default or negligence of
          the Landlord, its agents, employees or contractors and is not
          specifically excepted pursuant to the provisions of this Lease.

     (c)  In fulfilling its obligations pursuant to this Article, the Landlord
          shall be entitled to enter the Premises and shall act as expeditiously
          as is reasonably possible in the circumstances.

11.6      Taking of Possession
          --------------------

          The taking of possession of the Premises by the Tenant shall be
conclusive evidence against the Tenant, that at the time of taking possession,
the Premises were in good and fully satisfactory order and condition.

ARTICLE 12 - ALTERATIONS, FIXTURES
- ----------------------------------

12.1      Tenant's Alterations
          --------------------

     (a)  The Tenant shall not make or cause to be made any alterations,
          additions or improvements or erect or cause to be erected any
          partitions or install or cause to be installed any trade fixtures,
          exterior signs, floor covering, interior or exterior lighting,
          plumbing fixtures, shades, awnings, exterior decorations or make any
          changes to the Premises without first obtaining the Landlord's written
          approval thereto, such approval not to be unreasonably withheld in the
          case of alterations, additions or improvements to the interior of the
          Premises.

     (b)  All fixtures installed by the Tenant shall be new, provided that the
          Tenant may install its usual trade fixtures in its usual manner so
          long as such installation has first been approved by the Landlord and
          does not damage the structure of the Premises.

     (c)  The Tenant shall not install in or for the Premises any special locks,
          safes, or apparatus for air-conditioning, cooling, heating,
          illuminating, refrigerating or ventilating the Premises without first
          obtaining the Landlord's written approval thereto.

     (d)  When seeking the approval of the Landlord as required by this Article,
          the Tenant shall present to the Landlord plans and specifications of
          the proposed work.

     (e)  The Tenant shall promptly pay all contractors, material suppliers and
          workmen so as to minimize the possibility of a lien attaching to the
          Premises and should any claim or lien be made or filed the Tenant
          shall discharge the same.

12.2      Removal of Fixtures
          -------------------

     (a)  So long as the Tenant is not in default hereunder at the expiration of
          the Term, the Tenant shall then have the right to remove its trade
          fixtures from the Premises but shall make good any damage caused to
          the Premises resulting from the installation or removal thereof;
          provided that all alterations, additions and improvements constructed
          and installed in the Premises and attached in any manner to the
          floors, walls or ceiling, including any floor covering and light
          fixtures, are hereby deemed not to be trade fixtures and shall remain
          upon and be surrendered with the Premises, except to the extent the
          Landlord requires removal thereof.

     (b)  If the Tenant fails to remove its trade fixtures and restore the
          Premises as aforesaid, all such trade fixtures shall become the
          property of the Landlord except to the extent that the Landlord
          continues to require removal thereof.



                                       12

     (c)  Should the Tenant abandon the Premises or should this Lease be
          terminated before the proper expiration of the Term due to a default
          on the part of the Tenant then, in such event, as of the moment of
          default by the Tenant, all trade fixtures and furnishings of the
          Tenant (whether or not attached in any manner to the Premises) shall,
          except to the extent the Landlord requires the removal thereof, become
          and be deemed to be the property of the Landlord, without indemnity to
          the Tenant and as additional liquidated damages in respect of such
          default but without prejudice to any other right or remedy of the
          Landlord.

     (d)  Notwithstanding that any trade fixtures, alterations, additions,
          improvements or fixtures are or may become the property of the
          Landlord, the Tenant shall forthwith remove all or part of the same
          and shall make good any damage caused to the Premises resulting from
          the installation or removal thereof, all at the Tenant's expense,
          should the Landlord so require by notice to the Tenant.

     (e)  If the Tenant, after receipt of a notice from the Landlord, fails to
          promptly remove any trade fixtures, furnishings, alterations,
          additions, improvements and fixtures in accordance with such notice,
          then the Landlord may enter into the Premises and remove therefrom all
          or part of such trade fixtures, furnishings, alterations, additions,
          improvements and fixtures without any liability and at the expense
          of the Tenant, which expense shall forthwith be paid by the Tenant to
          the Landlord.

ARTICLE 13 - SUBSTANTIAL DAMAGE AND DESTRUCTION, EXPROPRIATION
- --------------------------------------------------------------

13.1      No Abatement
          ------------

          If during the Term the Premises shall be damaged or destroyed by any
cause whatsoever such that the Premises are rendered unfit for occupancy by the
Tenant, the rent hereby reserved shall not abate in whole or part except to the
extent that such rent is recovered by the Landlord under any policies of
insurance against rental loss which the Landlord may have taken out.

13.2      Substantial Damage or Destruction
          ---------------------------------

          In the event of Substantial Damage or Destruction of the Premises the
Landlord may within sixty (60) days after such damage or destruction and on
giving thirty (30) days written notice to the Tenant declare this Lease
terminated forthwith and in such event, the Term shall be deemed to have expired
and the Tenant shall deliver up possession of the Premises accordingly, rent
shall be apportioned and shall be payable up to the date of termination stated
in such notice and the Tenant shall be entitled to be repaid by the Landlord any
rent paid in advance and unearned or an appropriate portion thereof.

13.3      Rebuilding
          ----------

          If this Lease is not terminated pursuant to this Article, and such
damage or destruction is insured against by the Landlord the Landlord shall
cause such damage or destruction to be repaired, restored or reconstructed, save
as to items which are the responsibility of the Tenant pursuant to any provision
of this Lease.

13.4      Expropriation
          -------------

     (a)  If during the Term, title is taken to the whole or any part of the
          Premises by any competent authority under the power of eminent domain
          or by expropriation, the Landlord may at its option terminate this
          Lease on the date possession is taken by or on behalf of such
          authority. Upon such termination, the Tenant shall immediately deliver
          up possession of the Premises, rent shall be payable up to the date of
          such termination and the Tenant shall be entitled to be repaid by the
          Landlord any rent paid in advance and unearned or an appropriate
          portion thereof.



                                       13

     (b)  In the event of any such taking, the Tenant shall have no claim upon
          the Landlord for the value of its property or the unexpired portion of
          the Term, but the parties shall each be entitled to separately advance
          their claims for compensation for the loss of their respective
          interests and to receive and retain such compensation as may be
          awarded to each respectively. If an award of compensation made to the
          Landlord specifically includes an award for the Tenant, the Landlord
          will account therefor to the Tenant.

ARTICLE 14 - ASSIGNMENT, SUBLETTING, SALE OR MORTGAGE
- -----------------------------------------------------

14.1      Assignment and Subletting
          -------------------------

          The Tenant shall not assign this Lease in whole or in part, nor sublet
all or any part of the Premises, nor grant any license or part with possession
of the Premises or transfer any other right or interest under this Lease, or, if
the Tenant is a corporation, cause or permit to occur either directly or
indirectly any change in its ownership or control, all without the prior written
consent of the Landlord in each instance, which consent shall not be
unreasonably withheld or delayed provided the proposed assignment or sublease or
change in ownership or control complies with the following provisions:

     (a)  notwithstanding any assignment or sublease, the Tenant shall remain
          fully liable on this Lease and shall not be released from performing
          any of the terms, covenants and conditions of this Lease;

     (b)  if the Lease is assigned or if the Premises or any part thereof are
          sublet or occupied by anyone other than the Tenant, the Landlord may
          collect rent directly from the assignee, subtenant or occupant, and
          apply the net amount collected, or the necessary portion thereof, to
          the rent herein reserved;

     (c)  no assignment, sublease or transfer of ownership or control of the
          Tenant shall be made or proposed other than to substantial and
          responsible persons, firms, partnerships or bodies corporate who have
          financial strength equal to or greater than the Tenant and who are
          experienced in and agree to carry on the type of business conducted in
          the Premises by the Tenant, as set forth in Section l.l(h), and in the
          case of any assignment or subletting who undertake in favour of the
          Landlord to perform and observe the obligations of the Tenant
          hereunder by entering into an assumption agreement directly with the
          Landlord;

     (d)  the prohibition against assigning or subletting without the consent
          required by this Article shall be construed to include a prohibition
          against any assignment or sublease by operation of law;

     (e)  the consent by the Landlord to any assignment or sublease shall not
          constitute a waiver of the necessity of such consent to any subsequent
          assignment or sublease.

14.2      Bulk Sale
          ---------

          No bulk sale of the goods and assets of the Tenant out of the ordinary
course of business may take place without first obtaining the written consent of
the Landlord, which consent shall not be unreasonably withheld so long as the
Tenant and the purchaser are able to provide the Landlord with assurances, in a
form satisfactory to the Landlord, that the Tenant's obligations hereunder will
continue to be performed and respected, in the manner satisfactory to the
Landlord, after completion of the sale.

14.3      Subordination and Attornment
          ----------------------------

     (a)  This Lease and the Tenant's rights hereunder shall automatically be
          subordinate to any mortgage or encumbrance resulting from any method
          of financing or refinancing, now or hereafter in force against the
          Premises or any part thereof, as now or hereafter constituted, and to
          all advances made



                                       14

          or hereafter to be made upon the security hereof; and, upon the
          request of the Landlord, the Tenant shall execute such documentation
          as may be required by the Landlord in order to confirm and evidence
          such subordination.

     (b)  The Tenant shall, in the event any proceedings are brought, whether in
          foreclosure or by way of the exercise of the power of sale or
          otherwise, under any mortgage or other method of financing or
          refinancing made by the Landlord in respect of the Premises, attorn to
          the encumbrancee upon any such foreclosure or sale and recognize such
          encumbrancee as the Landlord under this Lease, should such
          encumbrancee so elect and require.

     (c)  The Landlord shall use its best efforts to ensure that no
          subordination or attornment as required by this Article shall have the
          effect of disturbing the Tenant's occupation and possession of the
          Premises, provided that the Tenant is not in default hereunder and
          complies with all of the covenants, terms and conditions hereof.

14.4      Estoppel Certificate, Acknowledgment
          ------------------------------------

     (a)  Whenever requested by the Landlord, a mortgagee, an encumbrance holder
          or other third party having any interest in the Premises, the Tenant
          shall within ten (10) days of the request execute and deliver an
          estoppel certificate or other form of certified acknowledgment as to
          the Commencement Date, the status and the validity of this Lease, the
          state of the rental account hereunder, any incurred defaults on the
          part of the Landlord alleged by the Tenant, and such other information
          as may reasonably be required, including, if requested, a copy of the
          Tenant's most recent audited financial statements.

     (b)  Tenant's failure to deliver such certificate or acknowledgment within
          the time provided shall constitute default hereunder and shall be
          conclusive against the Tenant that the information set out in the
          certificate or acknowledgment which the Tenant was requested to
          execute is as set out in such certificate or acknowledgment.

14.5      Sale by Landlord
          ----------------

          In the event of a sale by the Landlord of any portion or all its
interest in the Premises, the Landlord shall thereafter be entirely relieved of
the performance of all terms, covenants and obligations thereafter to be
performed by the Landlord under this Lease, to the extent of the interest or
portion so sold or transferred and it shall be deemed and construed without
further agreement between the parties that the purchaser or transferee, as the
case may be, has assumed and agreed to carry out any and all covenants of the
Landlord hereunder.

14.6      Financial Information
          ---------------------

          The Tenant shall, upon request, provide the Landlord with such
information as to the financial standing and corporate organization of the
Tenant or any indemnifier or guarantor of this Lease, as the Landlord or any
mortgagee of the Premises may require.

ARTICLE 15 - INDEMNITY, LIENS
- -----------------------------

15.1      Tenant's Indemnify
          ------------------

          The Tenant shall at all times during the Term, indemnify and save
harmless the Landlord of and from all loss and damage and all actions, claims,
costs, demands, expenses, fines, liabilities and suits of any nature whatsoever
for which the Landlord shall or may become liable, incur or suffer by reason of
a breach, violation or non-performance by the Tenant of any covenant, term or
provision hereof or by reason of any builders' or other liens for any work done
or materials provided or services rendered for alterations, improvements or
repairs to the



                                       15

Premises, made by or on behalf of the Tenant, or by reason of any injury
occasioned to or suffered by any person or damage to any property, by reason of
any wrongful act or omission, default or negligence on the part of the Tenant or
any of its agents, concessionaires, contractors, customers, employees, invitees
or licensees in or about the Premises.

15.2      Personal Injury and Property Damage
          -----------------------------------

          The Landlord shall not be liable or responsible for:

     (a)  any personal injury or consequential damage of any nature whatsoever,
          however caused, that may be suffered or sustained by the Tenant or by
          any other person who may be upon the Premises; or

     (b)  any loss or damage of any nature whatsoever, howsoever caused, to the
          Premises, any property belonging to the Tenant or to any other person
          while such property is in or about the Premises.

15.3      Liens
          -----

          The Tenant shall, immediately upon demand by the Landlord, remove or
cause to be removed, and thereafter institute and diligently prosecute any
action pertinent thereto, any builders' or other lien or claim of lien noted or
filed against or otherwise constituting an encumbrance on any title of the
Landlord. Without limiting the foregoing obligations of the Tenant, the Landlord
may cause the same to be removed, in which case the Tenant shall pay to the
Landlord as Additional Rent the cost thereof, including the Landlord's complete
legal costs.

15.4      Granting of Security Interest
          -----------------------------

     (a)  The Tenant shall not grant a Security Interest in any goods that have
          become affixed to the Premises, and the Tenant shall not affix to the
          Premises any goods which are subject to a Security Interest.

     (b)  The Tenant shall not permit any notice claiming a Security Interest in
          any fixture to be registered against title to the Premises and shall,
          immediately upon demand by the Landlord, remove or cause to be removed
          any such notice and institute and diligently prosecute any proceedings
          pertinent thereto.

ARTICLE 16 - DEFAULT, REMEDIES, TERMINATION
- -------------------------------------------

16.1      Default
          -------

          If and whenever:

     (a)  the Tenant shall be in default in the payment of any money, whether
          hereby expressly reserved or deemed as rent, or any part thereof, and
          such default shall continue for seven (7) days following any specific
          due date on which the Tenant is to make such payment or, in the
          absence of such specific due date, for the seven (7) days following
          written notice by the Landlord requiring the Tenant to pay the same;
          or

     (b)  the Tenant's leasehold interest hereunder, or any goods, chattels or
          equipment of the Tenant located in the Premises shall be taken or
          seized in execution or attachment, or if any writ of execution shall
          issue against the Tenant and not be discharged within fourteen (14)
          days of its issuance, or the Tenant shall become insolvent or commit
          an act of bankruptcy or become bankrupt or take the benefit of any Act
          that may be in force for bankrupt or insolvent debtors or become
          involved in voluntary or involuntary winding up, dissolution or
          liquidation proceedings, or if a receiver or receiver and manager
          shall be appointed for the affairs, business, property or revenues of
          the



                                       16

          Tenant; or

     (c)  the Tenant shall fail to commence, diligently pursue and complete the
          Tenant's work to be performed pursuant to any agreement to lease
          pertaining to the Premises or other agreement signed by the parties or
          fail to open for business when required by the provisions of this
          Lease, or vacate or abandon the Premises or fail or cease to operate
          pursuant to the provisions of this Lease or otherwise cease to conduct
          business from the Premises, or use or permit or suffer the use of the
          Premises for any purposes other than as allowed pursuant to this
          Lease, or fail to remedy or rectify any act or omission hereunder, or
          if the Tenant should make a bulk sale of its goods and assets which
          has not been consented to by the Landlord, or move or commence,
          attempt or threaten to move its goods, chattels and equipment out of
          the Premises other than in the routine and ordinary course of its
          business; or

     (d)  the Tenant or any agent of the Tenant falsifies any report or
          statement required to be furnished to the Landlord or anyone else
          pursuant to this Lease; or

     (e)  the Tenant makes a sale in bulk out of the ordinary course of business
          of any of its assets, wherever situated (other than a bulk sale made
          to an Assignee or Sublessee pursuant to a permitted assignment or
          subletting hereunder); or

     (f)  the Tenant abandons or attempts to abandon the Premises, or sells or
          disposes of the trade fixtures, goods or chattels of the Tenant or
          removes them from the Premises so that there would not in the event of
          such sale or disposal be sufficient trade fixtures, goods or chattels
          of the Tenant on the Premises subject to distress to satisfy all rent
          due or accruing hereunder for a period of at least twelve (12) months;
          or

     (g)  the Premises become and remain vacant for a period of five (5)
          consecutive days or are used by any persons other than such as are
          entitled to use them hereunder; or

     (h)  ownership or control of the Tenant changes or the Tenant assigns,
          transfers, encumbers, sublets or permits the occupation or use or the
          parting with or sharing possession of all or any part of the Premises
          by anyone except in a manner permitted by this Lease; or

     (i)  re-entry is permitted under any other term of this Lease; or

     (j)  the  Tenant  fails to  observe,  perform or keep each and every of the
          covenants, agreements, stipulations, obligations, conditions and other
          provisions  of this Lease to be  observed,  performed  and kept by the
          Tenant and persists in such default, in the case of monetary payments,
          beyond the seven (7) day period  stipulated in paragraph (a) aforesaid
          or, in the case of any other  default,  after seven (7) days following
          written  notice from the Landlord  requiring  that the Tenant  remedy,
          correct  or comply  or, in the case of any such  default  which  would
          reasonably  require  more than seven (7) days to  rectify,  unless the
          Tenant  shall  commence  rectification  within  the said seven (7) day
          notice period and thereafter  promptly and diligently and continuously
          proceed with the rectification of any such default;

then, and in each of such cases, and at the option of the Landlord and in
addition to any other rights or remedies the Landlord may have pursuant to this
Lease or at law, the Landlord may, immediately re-enter upon the Premises and
may expel all occupants thereof and remove all property from the Premises and
such property may be removed and sold or disposed of by the Landlord in such
manner as it deems advisable, including by private sale, or may be stored in a
public warehouse or elsewhere at the cost and for the account of the Tenant, all
without service of notice or resort to legal process and without the Landlord
being considered guilty of trespass or becoming liable for any loss or damage
which may be occasioned thereby. If the Landlord elects to re-enter the Premises
as herein provided, or if it takes possession pursuant to legal proceedings or
pursuant to any notice provided for by law, it may either terminate this Lease
or it may from time to time without terminating this Lease, make such
alterations and repairs



                                       17

as are necessary in order to relet the Premises, or any part thereof, for such
term or terms (which may be for a term extending beyond the Term) and at such
rent and upon such other terms, covenants and conditions as the Landlord in its
sole discretion considers advisable.

16.2      Landlord may Perform
          --------------------

          If the Tenant shall fail to observe, perform or keep any of the
provisions of this Lease to be observed, performed and kept by the Tenant, the
Landlord may, but shall not be obliged to, at its discretion and without
prejudice to any other right, claim or action it may have, rectify the default
of the Tenant, whether or not performance by the Landlord on behalf of the
Tenant is otherwise expressly referred to in the applicable Section of this
Lease. For such purpose the Landlord may make any payment or do or cause to be
done such things as may be required including, without limiting the generality
of the foregoing, entry upon the Premises. Any such performance by or at the
behest of the Landlord shall be at the expense of the Tenant and the Tenant
shall pay to the Landlord as Additional Rent the cost thereof.

16.3      Distress
          --------

          If and whenever the Tenant shall be in default in the payment of any
money, whether hereby expressly reserved or deemed as rent, or any part thereof,
the Landlord may, without notice or any form of legal process whatever, enter
upon the Premises and seize, remove and sell by judicial or formal process or by
private sale the Tenant's goods, chattels and equipment therefrom or seize,
remove and sell, by judicial or formal process or by private sale, any goods,
chattels and equipment at any place to which the Tenant or any other person may
have removed them, in the same manner as if they had remained and been
distrained upon the Premises, all notwithstanding any rule of law or equity to
the contrary, and the Tenant hereby waives and renounces the benefit of any
present or future statute or law limiting or eliminating the Landlord's right of
distress or sale.

16.4      Costs and Interest
          ------------------

          All costs, expenses and expenditures of the Landlord, incurred upon
any default by the Tenant hereunder, including, without limitation, the legal
costs incurred by the Landlord on an indemnification basis as between solicitor
and his own client shall, forthwith on demand, be paid by the Tenant to the
Landlord as Additional Rent. All rent and other sums due to the Landlord
pursuant to the terms of this Lease shall be paid by the Tenant promptly when
due, and if not so paid, shall bear interest from their respective due dates at
the rate of five (5%) per cent per annum above the then existing Bank of Canada
Prime Rate, both before and after default, demand and judgment.

16.5      Vacate Upon Termination Survival
          --------------------------------

          At the termination of this Lease, whether by affluxion of time or
otherwise, the Tenant shall vacate and deliver up possession of the Premises in
the same state and condition as they where in upon delivery of possession to the
Tenant, subject to the exceptions from the Tenant's obligation to repair and
subject to the Tenant's rights and obligations in respect of removal and the
Tenant shall thereupon surrender all keys to the Premises to the Landlord at the
place then fixed for payment of rent and shall inform the Landlord of all
combinations on locks, safes and vaults, if any, in the Premises. The indemnity
agreements contained in this Lease shall survive the termination of this Lease.

16.6      Additional Rights on Default or Re-Entry
          ----------------------------------------

          If the Tenant shall be in default under this Lease beyond any period
given herein to rectify such default, or if the Landlord shall re-enter the
Premises or terminate this Lease when entitled to do so pursuant to default of
the Tenant hereunder, then:

     (a)  notwithstanding any such re-entry, termination, or the Term thereby
          becoming forfeited and void, the provisions of this Lease relating to
          the consequences of termination shall survive;



                                       18

     (b)  the Landlord may use such force as it may deem necessary for the
          purpose of gaining admittance to and retaking possession of the
          Premises and the Tenant hereby releases the Landlord from all actions,
          proceedings, claims and demands whatsoever for or in respect of any
          such forcible entry or any loss or damage in connection therewith or
          consequential thereupon;

     (c)  the Landlord may relet the Premises or any part thereof for a term or
          terms which may be less or greater than the balance of the Term and
          may grant reasonable concessions in connection therewith; and

     (d)  the Tenant shall pay to the Landlord on demand:

          (i)   rent and all other amounts payable hereunder up to the time of
                re-entry or to termination, whichever shall be the later; and

          (ii)  such reasonable expenses as the Landlord may incur or has
                incurred in connection with the re-entering, terminating,
                reletting, collecting sums due or payable by the Tenant,
                realizing upon assets seized, including without limitation
                brokerage, legal fees and disbursements on an indemnification
                basis as between a solicitor and his own client, and the
                expenses of keeping the Premises in good order, repairing the
                same and preparing them for reletting; and

          (iii) at the Landlord's option, either of the following:

                (A)  as liquidated damages for the loss of rent and other income
                     of the Landlord expected to be derived from the Lease
                     during the period which would have constituted the
                     unexpired portion of the Term had it not been terminated,
                     the greater of:

                     (I)  an amount determined by reducing to present worth at
                          an assumed interest rate of ten (10%) per cent per
                          annum all Minimum Rent and Additional Rent to become
                          payable during the period which would have constituted
                          the unexpired portion of the Term, such determination
                          to be made by the Landlord, who may make reasonable
                          estimates of when any such other amounts would have
                          become payable and may make such other assumptions of
                          fact as may be reasonable in the circumstances; and

                     (II) an amount equal to accelerated Minimum Rent and
                          Additional Rent for a period of six (6) months; or

                (B)  damages on the footing of a present recovery of damages for
                     loss of the benefit of the Lease over its unexpired Term,
                     without any requirement in law or in equity imposed upon
                     the Landlord to notify the Tenant prior to, concurrently
                     with, or at any time following the exercise of the option
                     of the Landlord to terminate this Lease that the Landlord
                     intends to claim such damages from the Tenant.

16.7      No Waiver
          ---------

          No provision of this Lease shall be deemed to have been waived by the
Landlord unless a written waiver from the Landlord has first been obtained and,
without limiting the generality of the foregoing, no acceptance of rent
subsequent to any default and no condoning, excusing or overlooking by the
Landlord on previous occasions of any default nor any earlier written waiver
shall be taken to operate as a waiver by the Landlord or in any way to defeat or
affect the rights and remedies of the Landlord.



                                       19

16.8      Remedies Cummulative
          --------------------

          No reference to or exercise of any specific right or remedy by the
Landlord shall prejudice or preclude the Landlord from any other remedy, whether
allowed at law or in equity or expressly provided for herein. No such remedy
shall be exclusive or dependent upon any other such remedy, but the Landlord may
from time to time exercise any one (1) or more of such remedies independently or
in combination. Without limiting the generality of the foregoing, the Landlord
shall be entitled to commence and maintain an action against the Tenant to
collect any rent not paid when due, without exercising the option to terminate
this Lease.

16.9      For Lease Signs
          ---------------

          The Landlord shall have the right within six (6) months prior to the
expiration of the Term to place upon the Premises a notice, of reasonable
dimensions and reasonably placed so as not to interfere with the business of the
Tenant, stating that the Premises are to let and the Tenant shall not remove or
obscure such notice or permit the same to be removed or obscured.

16.10     Holding Over
          ------------

          If the Tenant continues to occupy the Premises with the written
consent of the Landlord after the expiration or other termination of the Term,
then, without any further written agreement, the Tenant shall be a tenant from
month to month at the aggregate of:

     (a)  a minimum monthly rent equal to one hundred and twenty (120%) per cent
          of the monthly Minimum Rent prevailing immediately prior to expiration
          or termination;

     (b)  Additional Rent as herein provided.

and subject always to all of the other provisions in this Lease insofar as the
same are applicable to a month to month tenancy and a tenancy from year to year
shall not be created by implication of law; provided that if the Tenant
continues to occupy the Premises without the written consent of the Landlord at
the expiration or other termination of the Term, then the Tenant shall be a
tenant at will and shall pay to the Landlord, as liquidated damages and not as
rent, an amount equal to the aggregate set forth above during the period of such
occupancy, accruing from day to day and adjusted pro rata accordingly and
subject always to all of the other provisions of this Lease insofar as they are
applicable to a tenancy at sufferance and a tenancy from month to month or from
year to year shall not be created by implication of law; provided that nothing
herein contained shall preclude the Landlord from taking action for recovery of
possession of the Premises.

16.11     Failure to Pay
          --------------

          Should the Tenant fail to make any payment required by the Tenant
pursuant to this Lease, the Landlord may, without prejudice to any other right
or remedy of the Landlord, pay all or part of such required payment without
prior notice to the Tenant and recover such payment from the Tenant as
Additional Rent.

16.12     Charge on Personal Property
          ---------------------------

          As security for the payment and performance of all debts, dues and
obligations of the Tenant under this Lease the Tenant hereby grants in favour of
the Landlord a fixed and paramount mortgage and charge and grants to the
Landlord a Security Interest in all present and after-acquired goods,
stock-in-trade, inventory, fixtures, equipment, chattels and facilities of the
Tenant now or hereafter located on the Premises and the said goods,
stock-in-trade, inventory, fixtures, equipment, chattels or facilities shall not
be removed by the Tenant other than in the ordinary course of business unless
permitted in writing by the Landlord. The provisions of this Article and the
mortgage and charge hereby conferred shall survive expiration of the Term or
earlier termination of this Lease.



                                       20

ARTICLE 17 - GENERAL PROVISIONS
- -------------------------------

17.1      Approvals
          ---------

          No provision in this Lease requiring the Landlord's consent or
approval shall be deemed to have been fulfilled or waived unless the written
consent or approval of the Landlord relating to the particular matter or
instance has first been obtained and, without limiting the generality of the
foregoing, no prior consent or approval and no condoning, excusing or
overlooking by the Landlord on previous occasions when such a consent or
approval was required shall be taken to operate as a waiver of the necessity of
such consent or approval whenever required under this Lease.

17.2      Landlord's Performance
          ----------------------

          Notwithstanding anything in this Lease to the contrary, the Landlord
shall not be deemed to be in default in respect of the performance of any of the
terms, covenants and conditions of this Lease if any failure or delay in such
performance is due to any strike, lockout, civil commotion, war-like operation,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, act of God, or other cause beyond the
control of the Landlord.

17.3      Relationship of Parties
          -----------------------

          Nothing contained herein shall be deemed or construed by the parties
hereto, nor by any third party, as creating the relationship of principal and
agent or of partnership or of joint venture between the parties hereto, it being
understood and agreed that neither the method of computation of rent nor any
other provision contained herein, nor any acts of the parties herein, shall be
deemed to create any relationship between the parties other than the
relationship of landlord and tenant.

17.4      Sole Agreement and Survival of Agreement to Lease
          -------------------------------------------------

          This Lease and any agreement to lease pertaining to the Premises
executed and delivered by or on behalf of the Landlord and the Tenant set forth
all of the warranties, representations, covenants, promises, agreements,
conditions and understandings between the parties concerning the Premises and
there are no warranties, representations, covenants, promises, agreements,
conditions or understandings, either oral or written, express or implied,
between them other than as set forth in this Lease, or the said agreement to
lease. The provisions of the said agreement to lease shall survive the execution
and delivery of this Lease, provided that such provisions shall be deemed to be,
and survive only as, covenants and not conditions and provided further that in
the event of any conflict or contradiction between this Lease and the said
agreement to lease, the provisions of this Lease shall prevail.

17.5      Modifications
          -------------

          Except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this Lease shall be binding upon the parties
unless reduced to writing and signed by the parties. At the request of the
Landlord, the Tenant shall execute and deliver a modification agreement
reflecting the changes in this Lease resulting from an adjustment in Floor Area
or reflecting any other alteration, amendment, change or addition agreed to
between the parties, provided that, notwithstanding the failure of the Tenant to
do so, the Tenant shall be bound thereby.

17.6      No Brokerage Commission
          -----------------------

          As part of the consideration for the granting of this Lease, the
Tenant represents and warrants to the Landlord that no broker or agent (other
than any broker or agent authorized in writing by the Landlord) negotiated or
was instrumental in negotiating or consummating this Lease. Notwithstanding the
foregoing, any broker or agent of the Tenant shall be paid by the Tenant to the
exoneration of the Landlord.



                                       21

17.7      Registration
          ------------

          Neither the Tenant nor anyone on the Tenant's behalf or claiming under
the Tenant shall register this Lease or any permitted assignment or permitted
sublease of this Lease against the Lands or any part thereof comprising the
Premises.

17.8      Construed Covenant, Severability
          --------------------------------

          All of the provisions of this Lease are to be construed as covenants
and agreements. Should any provision of this Lease be or become illegal, invalid
or not enforceable, it shall be considered separate and severable from this
Lease and the remaining provisions shall remain in force and be binding upon the
parties hereto and be enforceable to the fullest extent of the law.

17.9      Further Assurances
          ------------------

          The parties hereto and each of them do hereby covenant and agree to do
such things and execute such further documents, agreements and assurances as may
be necessary or advisable from time to time in order to carry out the terms and
conditions of this Agreement in accordance with their true intent.

17.10     Governing Law
          -------------

          This Agreement shall be governed in accordance with the laws of the
Province of Alberta and the parties hereto submit to such jurisdiction.

17.11     Time
          ----

          Time shall be of the essence hereof.

17.12     Notices
          -------

          Any notice required to be given hereunder by any party shall be deemed
to have been well and sufficiently given if:

     (a)  personally delivered to the party to whom it is intended or if such
          party is a corporation to an officer of that corporation; or

     (b)  mailed by prepaid registered mail, transmitted by facsimile or
          delivered, to the address or facsimile number of the party to whom it
          is intended as follows:

           (i)  if to the Landlord, at the address or number set forth in
                Section 1.l(a)(ii);

          (ii)  if to the Tenant, to the Premises or to the address or number
                set forth in Section 1.1(b)(ii);

          or to such other address or number as a party may from time to time
direct in writing.

Any notice delivered before 4:30 p.m. local time on a Business Day shall be
deemed to have been received on the date of delivery and any notice delivered
after 4:30 p.m. local time on a Business Day or delivered on a day other than a
Business Day, shall be deemed to have been received on the next Business Day.
Any notice mailed shall be deemed to have been received seventy two (72) hours
after the date it is postmarked. Any notice sent by facsimile before 4:30 p.m.
local time on a Business Day shall be deemed to have been received when the
sender receives the answer back confirming receipt by the recipient; provided,
however, that any facsimile received after 4:30 p.m. local time on a Business
Day or received on a day other than a Business Day shall be deemed to have been
received on the next Business Day. If normal mail or communications service is
interrupted by strike, slow-down, force majeure or other cause after the notice
has been sent the notice will not be deemed to have been received until actually



                                       22

received. In the event normal mail service is impaired at the time of sending
the notice, then personal delivery or facsimile transmission only shall be
effective.

17.13     Extended Meanings
          -----------------

          "Hereof", "herein", "hereunder" and similar expressions used anywhere
in this Lease relate to the whole of this Lease and not to any particular
section or subsection, unless otherwise expressly provided. The use of the
neuter singular pronoun to refer to the Landlord or the Tenant is deemed a
proper reference even though the Landlord or the Tenant is an individual,
partnership, corporation or a group of two (2) or more individuals, partnerships
or corporations. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where there is more than one
(1) landlord or tenant and to either corporations, associations, partnerships or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.

17.14     No Transfer on Bankruptcy
          -------------------------

          Neither this Lease nor any interest of the Tenant herein nor any
estate hereby created will pass or enure to the benefit of any trustee in
bankruptcy or any receiver or any assignee for the benefit of creditors of the
Tenant or otherwise by operation of law.

17.15     Successors Bound
          ----------------

          All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several respective heirs,
executors, administrators, successors and assigns of the said parties and if
there is more than one (1) party described in Section l.l(b), they shall all be
bound jointly and severally by the terms, covenants and agreements herein on the
part of the Tenant. No rights, however shall enure to the benefit of any
assignee of the Tenant unless the assignment to such assignee has been first
approved by the Landlord. All covenants, agreements, stipulations, obligations
and other provisions of this Lease to be observed, performed and kept by the
Tenant shall run with the land and therefore be enforceable by all the
successors of the Landlord.

17.16     Index and Headings
          ------------------

          The index and headings in this Lease have been inserted for reference
and as a matter of convenience only and in no way define, limit or enlarge the
scope or meaning of this Lease or any provisions hereof.

17.17     Tenant's Acceptance
          -------------------

          The Tenant hereby accepts this Lease of the Premises, to be held by
the Tenant, subject to the



                                       23

conditions, restrictions and covenants set forth herein.

          IN WITNESS WHEREOF the parties hereto have executed this Lease as of
the day and year first above written.

                                        NAR GROUP HOLDINGS LTD.


                                        Per: /s/
                                            ------------------------------------


                                        Per: /s/
                                            ------------------------------------


                                        NORTH AMERICAN CONSTRUCTION GROUP INC.


                                        Per: /s/
                                            ------------------------------------


                                        Per: /s/
                                            ------------------------------------



                                  SCHEDULE "A"
                                  ------------

                                   DEFINITIONS
                                   -----------

          In this Lease, the following words, phrases and expressions are used
with the meanings defined as follows:

1.        Additional Rent means any sum or sums other than Minimum Rent payable
by the Tenant to the Landlord pursuant to any provision of the Lease, all of
which are recoverable by the Landlord as rent.

2.        Business Day means a day that is not a Saturday, Sunday or statutory
holiday in Alberta.

3.        Commencement Date means the date set out in Section l.l(e)(ii).

4.        Environmental Laws mean all international, federal, provincial or
municipal laws, by-laws, statutes, regulations, orders, permits, approvals or
judgments having jurisdiction over the Landlord, the Tenant or the Premises and
relating in any way to the environment or health matters including without
limitation matters relating to the use, storage and disposal of Hazardous
Substances or the release of any substance into the environment.

5.        Hazardous Substance means any substance, product, material or good
which may be detrimental to the environment, plant or animal life, or human
health or which may adversely affect the condition, use or enjoyment of any real
or personal property and includes, but is not limited to any substance, product,
material or good declared to be hazardous or toxic pursuant to any Environmental
Law.

6.        Landlord means the party or parties described in Section l.l(a) and
the heirs, executors, administrators, successors and assignees thereof.

7.        Lease Year means, in the case of the first Lease Year, the period
beginning on the Commencement Date and terminating twelve (12) months from the
last day of the calendar month in which the Commencement Date occurs (except
that if the Commencement Date occurs on the first day of a calendar month, the
first Lease Year shall terminate on the day prior to the first anniversary of
the Commencement Date) and, in the case of each subsequent Lease Year, means
each twelve (12) month period after the first Lease Year.

8.        Minimum Rent means the rent set out in Section 1.l(f).

9.        Parking Areas means the paved portions of the Premises which have been
or are to be allocated- for the parking of motor vehicles, as from time to time
altered, reconstructed or expanded, and includes entrances, roads and other
means of access thereto and any parking structures or other parking facilities
from time to time constructed.

10.       Premises means the lands described in Section l.l(d) and all
structures and improvements from time to time erected thereon and their
appurtenances, all as the same may be expanded or altered in accordance with
this Lease from time to time.

11.       Property Taxes means all general, special, local improvement, school
and water taxes, levies, rates and charges from time to time imposed against the
Premises, or any part thereof, by municipal or other governmental authorities
having jurisdiction, together with the costs of contesting or negotiating the
same, but exclusive of income taxes, business taxes, place of business taxes,
estate, inheritance, succession, capital levy or transfer tax. (Should it be
found that due to changes in the method of levying or collection of any tax,
levy, rate or charge to be imposed upon the Premises, or any part thereof, or
should any new tax, levy, rate or charge be levied or imposed in lieu of or in
addition to those contemplated by the above definition, the Landlord and the
Tenant hereby agree to negotiate an amendment or new provision to this Lease as
is necessary to deal with such tax, levy, rate or charge, in an



                                      - 2 -

upon the Premises, or any part thereof, or should any new tax, levy, rate or
charge be levied or imposed in lieu of or in addition to those contemplated by
the above definition, the Landlord and the Tenant hereby agree to negotiate an
amendment or new provision to this Lease as is necessary to deal with such tax,
levy, rate or charge, in an equitable manner so as to obviate any injustice or
inequity which shall have arisen and should the Landlord and the Tenant fail to
agree on such amendment or new provision the same shall be settled by
arbitration in accordance with the Arbitration Act of the jurisdiction governing
this Lease, and amendments thereto, or any like statute in effect from time to
time).

12.       Sales Tax means any Goods and Services Tax, sales tax, business
transfer tax, value added tax or any similar tax imposed against the Landlord or
the Tenant by the Government of Canada, or any provincial or municipal
government, to the extent that such tax is imposed against the Landlord or the
Tenant or is required to be paid or collected by the Landlord by reason of any
payment by the Tenant to the Landlord pursuant to any provision of this Lease.

13.       Security Deposit means the sum of money specified in Section 1.l(g),
to be held by the Landlord in accordance with the terms of this Lease.

14.       Security Interest means an interest in goods, chattel paper, a
security, a document of title, an instrument, money or an intangible, that
secures payment or performance of an obligation as more specifically defined in
the Personal Property Security Act of Alberta, any amendments there or
replacement thereof.

15.       Structural Repairs means only repairs to the foundations, the
structural subfloors, columns, beams and the structural portions of bearing
walls and roofs of the Premises and excludes maintenance of every kind.

16.       Substantial Damage or Destruction means such damage as, in the opinion
of the Landlord's architect, requires substantial alteration or reconstruction
of the Premises as cannot be repaired within a period of one hundred and eighty
(180) days from the time of such damage to the state wherein the Tenant could
use substantially all of the Premises for its business.

17.       Tenant means the party or parties described in Section 1.1(b) and the
heirs, executors, administrators, successors and permitted assignees thereof.



                                  SCHEDULE "B"
Legal Descriptions:

1.        Plan 751620
          Lot 3
          Excepting thereout all mines and minerals

2.        Meridian 4 Range 26 Township 53
          Section 4
          Quarter North East
          All that portion described as follows:
          Commencing at a point on the southerly limit of the station
          grounds of the Grand Trunk Pacific Railway as shown on
          Railway Plan 6267R 396 Feet
          West of the east boundary of the said Quarter Section measured
          along the said southerly limit thence westerly along the
          said southerly limit 451 feet;
          Thence southerly and at right angles to the said southerly
          limit 89 feet; thence easterly and parallel to
          the said southerly limit 451
          feet; thence northerly to the point of commencement,
          containing .372 hectares (0.95 of an acre) more or less
          Excepting thereout all mines and minerals.

3.        Meridian 4 Range 26 Township 53
          Section 4
          Quarter North East
          All that portion lying south of the southerly limit of the station
          grounds of the Grand Trunk Pacific Railway as shown on Railway Plan
          6267R containing 19.32 hectares (47.78 acres) more or less
          Excepting thereout:         Hectares     (Acres) more or less
          A) All that portion described as follows:
          Commencing at the intersection of the east boundary of the said
          Quarater Section with the southerly limit of the said station grounds
          thence westerly along the said southerly limit 847 feet,
          thence southerly and at right angles to the said southerly limit 89
          feet,
          thence easterly and parallel to the said southerly limit of the
          station
          grounds to the easterly boundary of the Quarter, thence
          northerly along the said east boundary to the point of commencement
          Containing..............         0.692     1.71
          B) Plan 7521459 Road             0.376     0.93
          C) Plan 7521620 Subdivision      3.04      7.53
          D) Plan 9720886 Railway          0.546     1.35
          Excepting thereout all mines and minerals



                                      - 2 -

4.        Plan 7620002
          All that portion taken for extra right of way
          Containing 6.058 hectares (14.97 acres) more or less
          Excepting thereout:
                                        Hectares     (Acres) more or less
          A) Plan 9720886 Railway          3.135                     7.75

          Excepting thereout all mines and minerals

EX-10.5

                                                                    EXHIBIT 10.5

                               INDEMNITY AGREEMENT

THIS AGREEMENT made as of the 25th day of November, 2003.

B E T W E E N:

                  NORTH AMERICAN ENERGY PARTNERS INC., a
                  corporation incorporated under the provisions of the Canada
                  Business Corporations Act (the "Act")
                  (the "Corporation")

                  - and -

                  RONALD CRAWFORD, of the City of Toronto,
                  in the Province of Ontario,
                  (the "Nominee")

WHEREAS:

A. The Corporation is the sole member of NACG Finance LLC ("Finance"), a
Delaware limited liability corporation;

B. The Corporation has nominated the Nominee to act as the manager (the
"Manager") of Finance, and the Nominee has, in conjunction with this agreement,
agreed to act as the Manager;

C. The Corporation desires to enter into this agreement for the purpose of
indemnifying the Nominee in respect of liabilities which he may incur in
connection with the office held by the Nominee as the Manager;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein contained and for other good and valuable
consideration (the receipt and adequacy of which is hereby acknowledged by the
parties hereto), and in consideration of the Nominee consenting or continuing to
act as the Manager and for any other entity as requested by the Corporation and
agreed to by the Nominee, the parties hereby agree with the others as follows:


                                     - 2 -

1.   The Corporation shall indemnify the Nominee and his heirs and legal
     representatives from and against all costs, charges and expenses, including
     an amount paid to settle an action or satisfy a judgment, reasonably
     incurred by him in respect of any civil, criminal, investigative,
     administrative or other proceeding (collectively, a "Proceeding") in which
     he is involved by reason of being or having been the Manager or an officer
     of Finance or, at the request of the Corporation, being or having been a
     Manager or an officer or acting in a similar capacity of any other entity,
     in each case if, for Finance or such other entity that is directly involved
     in a Proceeding:

     (a)  he acted honestly and in good faith with a view to the best interests
          of Finance, or, as the case may be, to the best interests of the other
          entity for which the Nominee acted as Manager or an officer or in a
          similar capacity at the Corporation's request;

     (b)  in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, he had reasonable grounds for
          believing that his conduct was lawful; and

     (c)  as applicable, in the case of an action by or on behalf of Finance or
          other entity to procure a judgment in its favour, the Corporation
          obtains any approval required under the Act in respect of such
          indemnification.

2.   The Corporation shall advance monies to the Nominee for the costs, charges
     and expenses of a proceeding referred to in Section 1 provided that (i) the
     Nominee shall repay the monies if the Nominee does not fulfill the
     conditions of subsections 1(a) and (b), and (ii) in the case of an action
     by or on behalf of Finance or other entity to procure a judgment in its
     favour to which the Nominee is made a party because of the Nominee's
     association with Finance or other entity, the Corporation obtains any
     approval(s) required therefor under the Act.

3.   Except to the extent contrary to the Act or applicable law, the Corporation
     shall indemnify the Nominee and his heirs and legal representatives from
     and against all other costs, charges losses and expenses, including an
     amount paid to settle an action or satisfy a judgment, reasonably incurred
     by him in respect of any civil, criminal, investigative, administrative or


                                     - 3 -

     other action, suit or proceeding to which he is made a party by reason of
     being the Manager or an officer, or acting in a similar capacity, of
     Finance or, at the request of the Corporation, of any other entity.

4.   The Corporation shall use its best efforts to obtain any approval required
     under the Act or otherwise in respect of any indemnification required to be
     made by it under this agreement.

5.   Any indemnification to be made to the Nominee under this agreement shall
     not be affected by any remuneration that he shall have received, or to
     which he may become entitled, at any time for acting in his capacity as the
     Manager or an officer of Finance or any other body corporate.

6.   The indemnification and advancement of expenses provided by, or granted
     pursuant to, this agreement shall not be deemed exclusive of any other
     rights to which the Nominee may be entitled under any agreement, vote,
     action or consent of shareholders, applicable law or otherwise, both as to
     action in the Nominee's official capacity for Finance and as to action in
     another capacity while holding such offices. This agreement is intended to
     provide indemnity to the Nominee to the fullest extent allowed under
     applicable law, including but not limited to statutory law and judicial
     decisions. Accordingly, to the extent permitted by applicable law, if the
     applicable law permits greater indemnity than the indemnity set forth
     herein, or if any amendment is made to any applicable law expanding the
     indemnity permissible under applicable law, the indemnity obligations
     contained herein automatically shall be expanded, without the necessity of
     action on the part of any party, to the extent necessary to provide to the
     Nominee the fullest indemnity permissible under applicable law.


7.   If (1) Finance is a constituent entity in an amalgamation, merger or
     consolidation, whether Finance is the resulting or surviving entity or is
     absorbed as a result thereof, (2) Finance is converted into another type of
     entity, or (3) if there is a change in control of Finance, or a sale or
     other complete disposition of all or substantially all of the assets of
     Finance, the Nominee shall stand in the same position under this agreement
     with respect to the resulting, surviving, changed, acquiring or converted
     entity as the Nominee would have with respect to Finance if


                                     - 4 -

     its separate existence had continued or if there had been no change in the
     control of Finance or a sale or other complete disposition of all or
     substantially all of the assets of Finance.

8.   If the Corporation voluntarily decides to dissolve or to file a petition
     for relief under applicable bankruptcy, moratorium or similar laws, then
     not later than ten days prior to such disposition or filing, the
     Corporation shall deposit in trust for the sole and exclusive benefit of
     the Nominee a cash amount equal to all amounts previously authorized to be
     paid to the Nominee hereunder, such amounts to be used to discharge the
     Corporation's obligations to the Nominee hereunder. Any amounts in such
     trust not required for such purpose shall be returned to the Corporation.

9.   The parties shall sign such further and other resolutions, documents and
     papers, cause such meetings to be held, votes cast, special resolutions and
     resolutions passed, by-laws enacted and documents executed, and do and
     perform and cause to be done and performed such further and other acts and
     things as may be necessary or desirable to give full effect to this
     agreement.

10.  This agreement may be executed in one or more counterparts, each of which
     when so executed shall be deemed to be an original and such counterparts
     together shall constitute one and the same instrument.

11.  This agreement shall be governed by, construed and enforced in accordance
     with the laws of the Province of Ontario and the laws of Canada applicable
     therein. The parties hereby attorn and submit to the non-exclusive
     jurisdiction of the Courts of the Province of Ontario in connection with
     any action, suit or proceeding brought in relation to this agreement.

12.  This agreement may not be assigned without the written consent of all of
     the parties hereto, and shall enure to the benefit of and be binding upon
     the parties hereto, and their respective heirs, legal representatives,
     successors and permitted assigns.

13.  This agreement may not be amended without the written consent of the
     parties hereto. This agreement shall be effective as of the date hereof and
     shall remain in full force and effect until


                                     - 5 -

     the Nominee no longer serves as the Manager or an officer of Finance or in
     a similar capacity with any other entity for which the Nominee has acted at
     the request of any the Corporation. Any termination shall not affect any
     obligation of the Corporation arising prior to termination in favour of the
     Nominee, including without limitation any obligation to indemnify by reason
     of any matter that has arisen or circumstances which have occurred prior to
     termination.

14.  The invalidity or unenforceability of any provision of this agreement or
     any covenant herein contained shall not affect the validity or
     enforceability of any other provision or covenant hereof or herein
     contained, and the agreement shall be construed as if such invalid or
     unenforceable provision or covenant were omitted.

15.  In this agreement where the context so requires words importing number
     shall include the singular and plural, words importing gender shall include
     the masculine, feminine and neuter genders and words importing persons
     shall include firms and corporations and vice versa.

16.  Time shall be of the essence of this agreement and of each and every part
     hereof.

[the rest of this page is intentionally blank]


                                     - 6 -

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

SIGNED, SEALED AND DELIVERED  )
in the presence of            )
                              )
/s/ [Illegible]               )  /s/ Ronald Crawford
- ----------------------------- )  ----------------------------------------------
Witness                       )  Ronald Crawford
                              )



                                 NORTH AMERICAN ENERGY PARTNERS INC.

                                 By: /s/ John D. Hawkins
                                 ----------------------------------------------
                                 John D. Hawkins
                                 Vice President

EX-12.1

                                                                    EXHIBIT 12.1

Norama Ltd.
Statement Re: Computation of Ratios
(dollars in thousands)




                                                          Historical                                      Pro Forma
                                     -------------------------------------------------------- --------------------------------------

                                                                                                          Six Months   Twelve Months
                                                                             Six Months Ended Year Ended     Ended        Ended
                                                Year ended March 31,           September 30,   March 31,  September 30 September 30,
                                     -------------------------------------------------------- --------------------------------------
                                       1999    2000    2001    2002    2003    2002     2003     2003       2003           2003
                                                                                              
Earnings:
Income (loss) from operations
 before income taxes                 $3,606  $15,142 $(3,575) $2,298 $19,109 $(1,190) $(1,084) $(6,110)    $7,332         $13,068
Plus fixed charges                    1,388    1,276   3,034   3,510   4,162   1,492    1,926   28,564     14,119          28,401
                                     --------------------------------------------------------  -------------------------------------
 Earnings                            $4,994  $16,418   $(541) $5,808 $23,271    $302     $842  $22,454    $21,451         $41,469
                                     ======================================================== ======================================
Fixed charges:
                                     -------------------------------------------------------- --------------------------------------
Interest expense                     $1,388   $1,276  $3,034  $3,510  $4,162  $1,492   $1,926  $28,564    $14,119         $28,401
                                     ======================================================== ======================================

                                     -------------------------------------------------------- --------------------------------------
Ratio of Earnings to Fixed Charges(1)   3.6     12.9       -     1.7     5.6       -        -        -        1.5             1.5
                                     ======================================================== ======================================


(1)For the purposes of calculating the ratio of earnings to fixed charges, (a) earnings consists of earnings (loss) before fixed
charges and income taxes and (b) fixed charges consist of interest expense on all indebtedness, including capital lease obligations.
During the periods presented, no interest costs have been capitalized. The dollar amount of the deficiency as calculated in
accordance with U.S. GAAP was $3,575 for the fiscal year ended March 31, 2001, $1,190 for the six months ended September 30, 2002
and $1,084 for the six months ended September 30, 2003. The pro forma deficiency for the fiscal year ended March 31, 2003 was $6,110
as calculated in accordance with U.S. GAAP.

EX-21.1

                                                                    Exhibit 21.1

               Subsidiaries of North American Energy Partners Inc.

                                                  State or Other Jurisdiction of
Name                                              Incorporation or Organization
- -----------------------------------------------   ------------------------------

North American Construction Group Inc.                       Canada
North American Caisson Ltd.                              Alberta, Canada
North American Construction Ltd.                             Canada
North American Engineering Inc.                          Alberta, Canada
North American Enterprises Ltd.                          Alberta, Canada
North American Industries Inc.                           Alberta, Canada
North American Maintenance Ltd.                          Alberta, Canada
North American Mining Inc.                               Alberta, Canada
North American Pipeline Inc.                             Alberta, Canada
North American Road Inc.                                 Alberta, Canada
North American Services Inc.                             Alberta, Canada
North American Site Development Ltd.                     Alberta, Canada
North American Site Services Inc.                        Alberta, Canada
Griffiths Pile Driving Inc.                              Alberta, Canada
NACG Finance LLC                                            Delaware

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors

North American Energy Partners Inc.

We consent to the use and to the reference of our report to the shareholder dated October 31, 2003, relating to the consolidated balance sheet of North American Energy Partners Inc. (the “Company”) as at October 31, 2003 included herein and to the reference to our firm under the heading “Experts” in the registration statement on Form F-4 of the Company.

Signed “KPMG LLP”

Chartered Accountants

Edmonton, Canada

December 19, 2003

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors

North American Energy Partners Inc.

We consent to the use of our report to the Board of Directors of Norama Ltd. dated May 30, 2003, except as to notes 17 and 18 which are as of October 17, 2003, relating to the consolidated balance sheets of Norama Ltd. as of March 31, 2003 and 2002, and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended March 31, 2003 included herein and to the reference to our firm under the heading “Experts” in the registration statement on Form F-4 of North American Energy Partners Inc.

Signed “KPMG LLP”

Chartered Accountants

Edmonton, Canada

December 19, 2003

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned manager of NACG Finance LLC, a Delaware limited liability company (the “Company”), hereby constitutes and appoints John D. Hawkins and R. Kent Wallace, and each of them (with full power to each of them to act alone), the undersigned’s true and lawful attorney-in-fact and agent, for the undersigned and on the undersigned’s behalf and in the undersigned’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a registration statement on Form F-4 or S-4 (or other appropriate form), for the purpose of registering up to US$200,000,000 of 8 ³/4% Exchange Senior Notes due 2011 of North American Energy Partners Inc., a Canadian federal corporation (the “Corporation”), and the guarantee thereof given by the Company, to be offered in exchange for the Corporation’s outstanding 8 ³/4% Senior Notes due 2011, and the guarantee thereof given by the Company, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 15th day of December, 2003.

/s/    Ron Crawford

Ron Crawford

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of North American Energy Partners Inc., a Canadian federal corporation (the “Corporation”), and of North American Construction Group Inc., a Canadian federal corporation (the “Guarantor”), hereby constitutes and appoints John D. Hawkins and R. Kent Wallace, and each of them (with full power to each of them to act alone), the undersigned’s true and lawful attorney-in-fact and agent, for the undersigned and on the undersigned’s behalf and in the undersigned’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a registration statement on Form F-4 or S-4 (or other appropriate form), for the purpose of registering up to US$200,000,000 of 8¾% Exchange Senior Notes due 2011 of the Corporation, and the guarantee thereof given by the Guarantor, to be offered in exchange for the Corporation’s outstanding 8¾% Senior Notes due 2011, and the guarantee thereof given by the Guarantor, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each of the undersigned has hereto signed this powers of attorney, or a counterpart hereof, this 15th day of December, 2003.

/s/    William C. Oehmig William C. Oehmig	/s/    Gary K. Wright Gary K. Wright
/s/    Jean-Pierre L. Conte Jean-Pierre L. Conte	/s/    Peter Schweinfurth Peter Schweinfurth
/s/    K. Rick Turner K. Rick Turner	/s/    John A. Brussa John A. Brussa
/s/    Jim G. Gardiner Jim G. Gardiner	/s/    Donald R. Getty Donald R. Getty
/s/    Martin Gouin Martin Gouin

EX-25.1

                                                                    EXHIBIT 25.1
================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

                      CHECK IF AN APPLICATION TO DETERMINE
           ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

                                   ----------

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

Not Applicable                                               94-1347393
(State of incorporation                                      I.R.S. employer
if not a U.S. national bank)                                 identification no.)

505 Main Street, Suite 301
Fort Worth, Texas                                            76102
(Address of principal executive offices)                     (Zip code)

                              Wells Fargo & Company
                          Law Department, Trust Section
                                  MAC N9305-172
                         Sixth and Marquette, 17th Floor
                              Minneapolis, MN 55479
                              (agent for services)

                                   ----------

                       North American Energy Partners Inc.
               (Exact name of obligor as specified in its charter)

a Canadian federal corporation                                Not Applicable
- -------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

                                   ----------

                          8 3/4% Senior Notes due 2011
                       (Title of the indenture securities)

================================================================================




Item 1. General Information. Furnish the following information as to the
trustee:

     (a)  Name and address of each examining or supervising authority to which
it is subject.

     Comptroller of the Currency,
     Treasury Department
     Washington, D.C. 20230

     Federal Deposit Insurance Corporation
     Washington, D.C. 20429

     Federal Reserve Bank of San Francisco
     San Francisco, CA 94120

     (b)  Whether it is authorized to exercise corporate trust powers.

     The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

     None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached
hereto.

Exhibit 1. A copy of the Articles of Association of the trustee now in
           effect.*

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate
           Existence for Wells Fargo Bank, National Association, dated November
           28, 2001.*

Exhibit 3. A copy of the authorization of the trustee to exercise corporate
           trust powers. A copy of the Comptroller of the Currency Certificate
           of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank,
           National Association, dated November 28, 2001.*

Exhibit 4. Copy of By-laws of the trustee as now in effect.*

Exhibit 5. Not applicable.

Exhibit 6. The consents of United States institutional trustees required by
           Section 321(b) of the Act.

Exhibit 7. Attached is a copy of the latest report of condition of the
           trustee published pursuant to law or the requirements of its
           supervising or examining authority.




Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

*    Incorporated by reference to exhibit number 25 filed with registration
     statement number 333-87398.





                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wells Fargo Bank, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Fort
Worth and State of Texas on the day of 11/th/ of December, 2003.


                                        WELLS FARGO BANK, NATIONAL ASSOCIATION


                                        By: /s/  Melissa Scott
                                            ------------------------------------
                                            Melissa Scott, Vice President




                                    Exhibit 6

December 11, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request thereof.

                                        Very truly yours,


                                        WELLS FARGO BANK, NATIONAL ASSOCIATION


                                        By: /s/  Melissa Scott
                                            ------------------------------------
                                                 Melissa Scott, Vice President




                                    Exhibit 7

                       Consolidated Report of Condition of

                      Wells Fargo Bank National Association
                of 420 Montgomery Street, San Francisco, CA 94163
                     And Foreign and Domestic Subsidiaries,
 at the close of business September 30, 2003, filed in accordance with 12 U.S.C.
                         Section 161 for National Banks.

                                                                         Dollar
                                                                        Amounts
                                                                    In Millions
                                                                    -----------
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin               $     8,567
   Interest-bearing balances                                              1,428
Securities:
   Held-to-maturity securities                                                0
   Available-for-sale securities                                         13,007
Federal funds sold and securities purchased under
 agreements to resell:
   Federal funds sold in domestic offices                                   176
   Securities purchased under agreements to resell                           58
Loans and lease financing receivables:
   Loans and leases held for sale                                        36,220
   Loans and leases, net of unearned income               137,569
   LESS: Allowance for loan and lease losses                1,267
   Loans and leases, net of unearned income and
    allowance                                                           136,302
Trading Assets                                                            6,839
Premises and fixed assets (including capitalized
 leases)                                                                  1,515
Other real estate owned                                                      82
Investments in unconsolidated subsidiaries and
 associated companies                                                       285
Customers' liability to this bank on acceptances
 outstanding                                                                 76
Intangible assets
   Goodwill                                                               5,379
   Other intangible assets                                                6,233
Other assets                                                              8,209
                                                                    -----------
Total assets                                                        $   224,376
                                                                    ===========

LIABILITIES
Deposits:
   In domestic offices                                              $   121,516
      Noninterest-bearing                                  30,651
      Interest-bearing                                     90,865
   In foreign offices, Edge and Agreement subsidiaries,
    and IBFs                                                             17,499
      Noninterest-bearing                                       3
      Interest-bearing                                     17,496
Federal funds purchased and securities sold under
 agreements to repurchase:
   Federal funds purchased in domestic offices                           33,033
   Securities sold under agreements to repurchase                           383



                                                                         Dollar
                                                                        Amounts
                                                                    In Millions
                                                                    -----------

Trading liabilities                                                       4,855
Other borrowed money
   (includes mortgage indebtedness and obligations
     under capitalized leases)                                           13,466
Bank's liability on acceptances executed and outstanding                     76
Subordinated notes and debentures                                         6,905
Other liabilities                                                         7,160
                                                                    -----------
Total liabilities                                                   $   204,893

Minority interest in consolidated subsidiaries                               41

EQUITY CAPITAL
Perpetual preferred stock and related surplus                                 0
Common stock                                                                520
Surplus (exclude all surplus related to preferred stock)                 13,289
Retained earnings                                                         5,811
Accumulated other comprehensive income                                     (178)
Other equity capital components                                               0
                                                                    -----------
Total equity capital                                                     19,442
                                                                    -----------
Total liabilities, minority interest, and equity capital            $   224,376
                                                                    ===========

I, James E. Hanson, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.


                                                                 James E. Hanson
                                                                  Vice President


We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.


Carrie L. Tolstedt
Howard Atkins                           Directors
Clyde Ostler

EX-99.1

EXHIBIT 99.1

NOTICE OF GUARANTEED DELIVERY

for tender of

8 ³/4% Senior Notes due 2011

of

NORTH AMERICAN ENERGY PARTNERS INC.

Pursuant to the Prospectus

dated                     , 2004

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, N.A.

By Overnight Delivery or Regular Mail:	By Facsimile: (617) 667-4927	By Registered or Certified Mail:
Wells Fargo Bank, N.A. Corporate Trust Operations Sixth and Marquette MAC N9303-121 Minneapolis, MN 55479	Confirm by Telephone: (800) 344-5128	Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517

Delivery of this Notice of Guaranteed Delivery to an address, or transmission of this Notice of Guaranteed Delivery via facsimile, other than as set forth above will not constitute valid delivery.

As set forth under the caption, “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus dated                      , 2004 (the “Prospectus”) of North American Energy Partners Inc. (the “Company”) and in Instruction 2 of the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Prospectus, the “Exchange Offer”), this form must be used to accept the Company’s offer to exchange its 8 ³/4% Exchange Senior Notes due 2011 (the “Exchange Notes”) for its 8 ³/4% Senior Notes due 2011 (the “Original Notes”) if time will not permit the Letter of Transmittal, certificates representing such Original Notes and all other required documents to reach the Exchange Agent, or the procedures for book-entry transfer cannot be completed, on or prior to the Expiration Date. This form must be delivered by an Eligible Institution (as defined in the Letter of Transmittal) by mail or overnight delivery or transmitted, via facsimile, to the Exchange Agent as set forth above. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Prospectus or the Letter of Transmittal.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which are hereby acknowledged, the aggregate principal amount of the Original Notes specified below pursuant to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” of the Prospectus.

The undersigned understands that tenders of Original Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that no withdrawal of a tender of Original Notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date.

The undersigned understands that payment by the Exchange Agent for Original Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of such Original Notes (or Book-Entry Confirmation of the transfer of such Original Notes into the Exchange Agent’s account at DTC) and a Letter of Transmittal (or facsimile thereof) with respect to such Original Notes properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal or a properly transmitted Agent’s Message.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

2

PLEASE SIGN AND COMPLETE

Signature(s) of registered Holder(s) or authorized signatory:                                                     

Name(s) of registered Holder(s):                           

Principal Amount of Original Notes Tendered*:

Certificate No.(s) of Original Notes (if available)                                                                               

Date:                                                                                          

Address:                                                                                 

Area Code and Telephone No.                                

If Original Notes will be delivered by book-entry transfer to DTC, check the box below and insert DTC Account Number:

¨

DTC Account No.:                                                             

*Must be in denominations of principal amount of $1,000 or any integral multiple thereof.

This Notice of Guaranteed Delivery must be signed by the Holder(s) of Original Notes exactly as their (its) name(s) appear on certificate(s) for Original Notes, or if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Original Notes, or by person(s) authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s):                                                                                                                                                                                                   

Capacity:                                                                                                                                                                                                  

Address(es):                                                                                                                                                                                           

NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

3

GUARANTEE

(Not to be used for Signature Guarantee)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (1) a bank; (2) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association (each of the foregoing being referred to as an “Eligible Institution”), hereby (a) represents that each holder of Original Notes on whose behalf this tender is being made “own(s)” the Original Notes covered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Original Notes complies with Rule 14e-4, and (c) guarantees that, The Original Notes tendered hereby in proper form for transfer (pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Notes—Guaranteed Delivery”), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal or a properly transmitted Agent’s Message, will be received by the Exchange Agent at one of its addresses set forth above within two business days after the date of execution hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal, or Agent’s Message, and Original Notes to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:                                                                                                                                                                                       

Authorized Signature:                                                                                                                                                                     

Title:                                                                                                                                                                                                            

Address:                                                                                                                                                                                                   

(Zip Code)

Area Code and Telephone Number:                                                                                                                                      

Dated:                                                                                                                                                                                                         

NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

4

EX-99.2

                                                                    Exhibit 99.2

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

     Guidelines for Determining the Proper Identification Number to Give the
Payer. The taxpayer identification number for an individual is the individual's
Social Security number. Social Security numbers have nine digits separated by
two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity
is the entity's Employer Identification number. Employer Identification numbers
have nine digits separated by one hyphen: e.g., 00-0000000. The table below will
help determine the number to give the payer.



- ----------------------------------------------------------------------------------------------------------------------------
                                Give the NAME and SOCIAL                                          Give the NAME and EMPLOYER
For this type of account:       SECURITY number of-              For this type of account:        IDENTIFICATION number of-
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                         
1. Individual                   The individual                   6.  A valid trust, estate or     The legal entity (4)
                                                                     pension trust

2. Two or more individuals      The actual owner of the          7.  Corporate                    The corporation
   (joint account)              account or, if combined funds,
                                the first individual on the
                                account (1)

3. Custodian account of a       The minor (2)                    8.  Association, club,           The organization
   minor (Uniform Gift to                                            religious, charitable,
   Minors Act)                                                       educational or other
                                                                     tax-exempt organization

4. a. The usual revocable       The grantor-trustee (1)          9.  Partnership                  The partnership
      savings trust (grantor
      is also trustee)

   b. So-called trust account   The actual owner (1)             10. A broker or registered       The broker or nominee
      that is not a legal or                                         nominee
      valid trust under state
      law

5. Sole proprietorship          The owner (3)                    11. Account with the             The public entity
                                                                     Department of Agriculture
                                                                     in the name of a public
                                                                     entity (such as a state or
                                                                     local government, school
                                                                     district, or prison) that
                                                                     receives agricultural
                                                                     program payments
- ----------------------------------------------------------------------------------------------------------------------------


(1)  List first and circle the name of the person whose number your furnish.

(2)  Circle the minor's name and furnish the minor's social security number.

(3)  You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your SSN or TIN (if you have
     one).

(4)  List first and circle the name of the legal trust, estate, or pension
     trust. (Do not furnish the TIN of the personal representative or trustee
     unless the legal entity itself is not designated in the account title.)



Note: If no name is circled when more than one name is listed, the number will
      be considered to be that of the first name listed.



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9
                                     Page 2

Section references are to the Internal Revenue Code.

Obtaining a Number

If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.

In some cases, individuals who become U.S. resident aliens for tax purposes, are
not eligible to obtain an SSN. This includes certain resident aliens who must
receive information returns but who cannot obtain an SSN. These individuals must
apply for an Individual Taxpayer Identification Number ("ITIN") on Form W-7,
Application for IRS Individual Taxpayer Identification Number, unless they have
an application pending for an SSN. Individuals who have an ITIN must provide it
on Form W-9.

To complete the Substitute Form W-9, if you do not have a taxpayer
identification number, write "Applied For" in the space for the taxpayer
identification number in Part 1, sign and date the Form, and give it to the
requester. If the requester does not receive your taxpayer identification number
within 60 days, backup withholding, if applicable, will begin and will continue
until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

The following is a list of payees that are or may be exempt from backup
withholding and for which no information reporting is required. For interest and
dividends, all listed payees are exempt except item (9). For broker
transactions, payees listed in (1) through (13) and a person registered under
the Investment Advisers Act of 1940 who regularly acts as a broker are exempt.
Payments subject to reporting under sections 6041 and 6041A are generally exempt
from backup withholding only if made to payees described in items (1) through
(7), except that a corporation that provides medical and health care services or
bills and collects payments for such services is not exempt from backup
withholding or information reporting. Only payees described in items (1) through
(5) are exempt from backup withholding for barter exchange transactions,
patronage dividends and payments by certain fishing boat operators.

(1)  An organization exempt from tax under section 501(a), or an individual
     retirement plan ("IRA"), or a custodial account under 403(b)(7), if the
     account satisfies the requirements of section 401(f)(2).

(2)  The United States or any of its agencies or instrumentalities.

(3)  A State, the District of Columbia, a possession of the United States or any
     of their political subdivisions or instrumentalities.

(4)  A foreign government or any of its political subdivisions, agencies or
     instrumentalities.

(5)  An international organization or any of its agencies or instrumentalities.

(6)  A corporation.

(7)  A foreign central bank of issue.

(8)  A dealer in securities or commodities required to register in the United
     States, the District of Columbia or a possession of the United States.

(9)  A futures commission merchant registered with the Commodity Futures Trading
     Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment
     Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:

..    Payments to nonresident aliens subject to withholding under section 1441.

..    Payments to partnerships not engaged in a trade or business in the United
     States and that have at least one nonresident partner.

..    Payments of patronage dividends not paid in money.

..    Payments made by certain foreign organizations.

..    Section 404(k) distributions made by an ESOP.

Payments of interest generally not subject to backup withholding include the
following:

..    Payments of interest on obligations issued by individuals.

     Note: You may be subject to backup withholding if this interest is $600 or
     more and is paid in the course of the payer's trade or business and you
     have not provided your correct taxpayer identification number to the payer.

..    Payments of tax-exempt interest (including exempt interest dividends under
     section 852).

..    Payments described in section 6049(b)(5) to nonresident aliens.

..    Payments on tax-free covenant bonds under section 1451.

..    Payments made by certain foreign organizations.

..    Mortgage interest paid by you.

Payments that are not subject to information reporting are also not subject to
backup withholding. For details see sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations under such sections.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON
THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notices

Section 6109 requires you to give your correct taxpayer identification number to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice of civil and criminal
litigation and to cities, states and the District of Columbia to carry out their
tax laws. You must provide your taxpayer identification number whether or not
you are qualified to file a tax return. Payers must generally withhold 30% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.

Penalties

(1)  Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
     to furnish your correct taxpayer identification number to a payer, you are
     subject to a penalty of $50 for each such failure unless your failure is
     due to reasonable cause and not to willful neglect.

(2)  Civil Penalty for False Information With Respect to Withholding. If you
     make a false statement with no reasonable basis that results in no backup
     withholding, you are subject to a $500 penalty.

(3)  Criminal Penalty for Falsifying Information

     Willfully falsifying certifications or affirmations may subject you to
     criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.