SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 6-K


                        REPORT OF FOREIGN PRIVATE ISSUER
                    PURSUANT TO RULE 13A - 16 OR 15D - 16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                         For the month of November 2004

                               Assure Energy, Inc.

                               (Registrant's name)
                         521 3rd Avenue, S.W., Suite 800
                            Calgary, Alberta T2P 3T3
                                     Canada

                     (Address of principal executive office)




Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40F

                            Form 20-F  [X]     Form 40-F  [ ] 

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                  Yes  [ ]     No [X]


If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):





                                TABLE OF CONTENTS

      1.    Execution  of  Agreement  with  Quarry  Oil & Gas  Ltd.  to  Combine
            Companies.

      2.    Arrangement Agreement dated November 10, 2004 between Assure Energy,
            Inc. and Quarry Oil & Gas Ltd.

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


Dated:  December 1, 2004                     ASSURE ENERGY, INC.


                                             By:      /s/ Harvey Lalach 
                                                      --------------------------
                                                      Name:    Harvey Lalach
                                                      Title:   President



                                       2


1. Execution of Agreement with Quarry Oil & Gas Ltd. to Combine Companies.

      Effective November 10, 2004 Assure Energy, Inc. ("Assure",  "we", or "us")
entered into an Arrangement  Agreement and related Plan of Arrangement  with its
50.2%  owned  subsidiary,  Quarry Oil & Gas Ltd.  ("Quarry),  to combine the two
entities through a series of amalgamations.  Pursuant thereto,  we will, subject
to certain  conditions,  acquire all of the issued and outstanding common shares
of Quarry not already  owned by us in exchange for shares of our common stock on
the basis of .36 of an Assure share for each Quarry  share (the  "Arrangement").
The  Arrangement  will also result in the  cancellation  of all of the 1,000,000
Quarry  warrants,  each to purchase our share of Quarry common stock,  presently
owned by us.

      Quarry currently has 17,284,704  common shares  outstanding and Assure has
20,635,350 common shares  outstanding.  We currently own, through a wholly-owned
subsidiary,  Assure Holdings Inc.,  approximately 8.7 million,  or 50.2%, of the
currently outstanding common shares of Quarry.

      The  Arrangement was negotiated and approved by the boards of directors of
each of Assure and Quarry.  The Arrangement will require the approval of 66 2/3%
of the votes cast by Quarry shareholders and warrantholders voting as a class at
a special meeting of Quarry  securityholders to be held on Friday,  December 17,
2004.  Additionally,  the Arrangement  requires the approval of a majority of at
least 50% of the  eligible  votes cast (such  eligible  votes do not include the
votes cast by Assure,  Assure's  management  and  directors,  and certain  other
holders of common shares of Quarry who are interested in or are related  parties
to the Arrangement).  Quarry shareholders have rights of dissent with respect to
the  Arrangement  and may be entitled to be paid the fair value of their  Quarry
shares.

      The  board of  directors  of Quarry  has  unanimously  concluded  that the
Arrangement  is in the  best  interests  of  Quarry  and  its  shareholders  and
unanimously  recommended  that  Quarry  securityholders  vote  in  favor  of the
Arrangement at the special meeting of Quarry securityholders.

      In addition to receiving  the  required  shareholder  approvals  described
above,  closing of the  transaction is subject to receipt of the approval of the
Court of Queen's Bench of Alberta and all necessary  regulatory  approvals.  The
Arrangement   Agreement  also  provides  that  Quarry  shall  not,  directly  or
indirectly, solicit or initiate any inquiries,  discussions or negotiations with
any third party with respect to any take-over or other combination  proposal and
provides us with a right to match any acquisition proposal which may be received
by Quarry prior to the effective date of the Arrangement.

      Expected benefits of the Arrangement including the following:

      o     the combined company will have a larger  production base and greater
            financial resources,  enabling it to more effectively  undertake and
            accelerate  its oil and  natural  gas  development  and  exploration
            opportunities;



                                       3


      o     the combined company will have increased operating efficiencies;

      o     the combined company will have increased market capitalization and a
            wider  shareholder  base  allowing  greater  access to  capital  and
            improved liquidity;

      o     the combined  company will have a stronger  balance sheet  providing
            for greater financial flexibility; and

      o     the  combined  company  will  have  a  well  balanced  inventory  of
            exploration and development projects.

      Assure shareholders are not required to vote on the Arrangement.




                                       4


2. Arrangement Agreement dated November 10, 2004 between Assure Energy, Inc. and
Quarry Oil & Gas Ltd.

THIS ARRANGEMENT AGREEMENT is made the 10th day of November, 2004

BETWEEN:

            ASSURE ENERGY, INC., a corporation governed by the laws of Alberta

            ("ACQUIROR")

            - and -

            QUARRY OIL & GAS LTD., a corporation governed by the laws of Alberta

            ("TARGET").

RECITALS:

A.    Acquiror  and Target  wish to propose a  Transaction,  the result of which
      will be the  acquisition  of all of the shares of Target by  Acquiror  and
      subsequent amalgamations involving Acquiror and Target.

B.    The  Transaction  will be  effected by means of an  arrangement  involving
      Target and the Target's Securityholders.

C.    The Parties  have entered this  Agreement to set out their  agreements  in
      respect of the Transaction.

THEREFORE, the Parties agree as follows:

                                   ARTICLE 1
                          DEFINITIONS AND PRINCIPLES OF
                                 INTERPRETATION

1.1   DEFINITIONS

      In this  Agreement,  unless there is  something  in the subject  matter or
context  inconsistent  therewith,  the following  terms shall have the following
meanings respectively:

      "1933 ACT" means the United States Securities Act of 1933;

      "ACQUIROR DOCUMENTS" has the meaning given to it in Section 3.2(h);

      "ACQUIROR FINANCIAL  STATEMENTS" means the audited financial statements of
      Acquiror for the fiscal year ended December 31, 2003 and the notes thereto
      and the  unaudited  financial  statements  of Acquiror  for the six months
      ended June 30, 2004;


                                       5


      "ACQUIROR  RESERVE REPORTS" means the evaluation  report effective January
      1, 2004 prepared by Sproule  Associated  Limited in respect of the oil and
      gas  reserves  of  Assure  Oil and Gas  Corp.  and the  evaluation  report
      effective  January  1, 2004  prepared  by  Sproule  Associated  Limited in
      respect of the oil and gas reserves of Westerra 2000 Inc.;

      "ACQUIROR  SHARES"  means the common  shares in the capital of Acquiror or
      its successor  pursuant to the Transaction;  "Acquisition  Proposal" means
      any  proposal  or  offer  with   respect  to  any  merger,   amalgamation,
      arrangement,    business    combination,     liquidation,     dissolution,
      recapitalization,  take-over  bid,  tender  offer,  purchase of any assets
      representing greater than 20% of the fair market value of the Transaction,
      or purchase of more than 20% of the equity (or rights  thereto) of Target,
      or  similar  transactions  or series  of  transactions  involving  Target,
      excluding the Transaction;

      "ACT"  means  the  Business  Corporations  Act  (Alberta),  the  governing
      corporate statute of Target;

      "AFFILIATE" has the meaning ascribed to it under the Securities Act;

      "AGREEMENT"  means  this  agreement,  including  all  schedules,  and  all
      amendments or  restatements  as permitted,  and references to "Article" or
      "Section" mean the specified Article or Section of this agreement;

      "ANCILLARY  DOCUMENTS"  means the Schedules hereto as contemplated in this
      Agreement;

      "ARTICLES OF  ARRANGEMENT"  means the articles of arrangement of Target in
      respect of the  Transaction  that are required by the Act to be filed with
      the  Registrar  under the Act  after  the Final  Order is made in order to
      effect the Transaction;

      "ASC" means the Alberta Securities Commission;

      "BUSINESS DAY" means any day on which commercial  deposit taking banks are
      generally open for business in Calgary,  Alberta other than a Saturday,  a
      Sunday or a day observed as a holiday in such  location  under  applicable
      Laws;  "Certificate of Amalgamation" means the Certificate of Amalgamation
      to be issued by the Registrar in respect of the Articles of Arrangement to
      be filed by Target to give effect to the Transaction  contemplated by this
      Agreement;

      "CONTRACTS" means a contract,  lease,  instrument,  note, bond, debenture,
      mortgage,  agreement,  arrangement or  understanding to which a Party is a
      party or under  which a Party is bound,  has  unfulfilled  obligations  or
      contingent liabilities or is owed unfulfilled  obligations,  whether known
      or unknown, whether asserted or not;

      "COURT" means the Court of Queen's Bench of Alberta;

      "DEPOSITARY" means CIBC Mellon Trust Company;



                                       6


      "DISSENT RIGHTS" means the rights of dissent in respect of the Transaction
      as described in the Plan of Arrangement;

      "EFFECTIVE  DATE" means the date shown on the  Certificate of Amalgamation
      to be issued under the Act giving  effect to the  Transaction,  which date
      shall be determined in accordance with Section ERROR! REFERENCE SOURCE NOT
      FOUND.;

      "EFFECTIVE  TIME"  has  the  meaning  ascribed  to  it in  Section  ERROR!
      REFERENCE SOURCE NOT FOUND.;

      "ENVIRONMENTAL LAWS" means all applicable Laws relating to the environment
      and  employee   and  public   health  and  safety,   including   any  such
      environmental  Laws  relating  to a  discharge,  spill,  emission or other
      release,  whether  actual or  potential of any  contaminant  and any other
      applicable Laws;

      "EXCHANGE  RATIO"  has  the  meaning  ascribed  thereto  in  the  Plan  of
      Arrangement;

      "FINAL ORDER" means the final order of the Court approving the Transaction
      as such  order  may be  amended  by the  Court  at any  time  prior to the
      Effective Date or, if appealed,  then,  unless such appeal is withdrawn or
      denied, as affirmed or as amended on appeal;

      "FINANCIAL STATEMENTS" means the audited consolidated financial statements
      of Target for the fifteen  month  period  ended  December 31, 2003 and the
      notes to such statements and the unaudited financial  statements of Target
      for the six months ended June 30, 2004;

      "GOVERNMENTAL   AUTHORITY"   means  any:
      (a) multinational,  federal, provincial, state, regional, municipal, local
      or other  government,  governmental  or public  department,  central bank,
      court,  tribunal,  arbitral  body,  commission,  board,  bureau or agency,
      domestic or foreign;

      (b)  self-regulatory  organization  or applicable  stock exchange or stock
      quotation system;

      (c) any subdivision,  agent, commission, board, or authority of any of the
      foregoing  including  the SEC or any  Canadian  securities  commission  or
      similar regulatory authority; or

      (d) any  quasi-governmental  or private body  exercising  any  regulatory,
      expropriation  or taxing  authority under or for the account of any of the
      foregoing;

      "HOLDERS"  means,  when used with  reference  to the  Target  Shares,  the
      holders  thereof shown from time to time in the register  maintained by or
      on behalf of Target in respect of such securities;



                                       7


      "INFORMATION" has the meaning ascribed thereto in Section 4.6(b); "INTERIM
      ORDER" means the interim  order of the Court,  as the same may be amended,
      in respect of the Transaction, as contemplated by this Agreement;

      "LAWS"  means  all  applicable  laws  (including  common  law),  statutes,
      regulations,  statutory  rules,  orders,  ordinances,  and the  terms  and
      conditions  of any  approvals,  licenses or  judgments  of any  applicable
      published notes and policies of any Governmental  Authority,  and the term
      "APPLICABLE",  with respect to such Laws and in the context that refers to
      one or more Persons,  means such Laws that apply to such Person or Persons
      or its or their  business,  undertaking,  property or securities  and that
      emanate from a Governmental  Authority having jurisdiction over the Person
      or Persons or its or their business, undertaking, property or securities;

      "LETTERS OF TRANSMITTAL" means,  collectively,  the letters of transmittal
      for use by Holders of Target Securities, in the form approved by Acquiror,
      acting reasonably, and accompanying the Target Circular;

      "MATERIAL  ADVERSE  CHANGE",  when  used  in  connection  with  Target  or
      Acquiror,  means any change,  effect,  event or occurrence with respect to
      the condition (financial or otherwise),  properties,  assets, liabilities,
      obligations  (whether  absolute,   accrued,   conditional  or  otherwise),
      businesses,  operations or results of operations of such Party that is, or
      could  reasonably  be expected to be,  material and adverse to such Party,
      other than any change, effect, event or occurrence:

      (a) relating to the economy, political conditions or securities markets in
      general;

      (b) affecting the oil and gas industry in general and which does not have,
      or could not reasonably be expected to have, a materially disproportionate
      impact on such Party; or

      (c) that is merely itself,  a change in the market trading price of either
      Acquiror Shares or Target Shares;

      "MATERIAL ADVERSE EFFECT" when used in connection with a Party,  means any
      effect of a Material Adverse Change relating to such Party;

      "MATERIAL FACT" has the meaning ascribed to it under the Securities Act;

      "OUTSIDE  DATE" means,  subject to Section 5.4,  December 30, 2004 or such
      later date as may be mutually agreed by the Parties;

      "PARTY"  or  "PARTIES"  means  a  signatory  or the  signatories  to  this
      Agreement, respectively;

      "PERSON" includes any individual, sole proprietorship,  partnership, firm,
      entity,   limited  partnership,   limited  liability  company,   unlimited
      liability company,  unincorporated association,  unincorporated syndicate,
      unincorporated  organization,  trust, body,  corporation,  or Governmental
      Authority;



                                       8


      "PETROLEUM   SUBSTANCES"   means   petroleum,   natural  gas  and  related
      hydrocarbons (including crude oil, natural gas liquids,  coal-bed methane,
      but  excluding  coal)  and all other  substances  (including  sulphur  and
      sulphur compounds) produced in association therewith;

      "PLAN OF ARRANGEMENT"  means the plan of arrangement  substantially in the
      form and content of Schedule  1.1A annexed  hereto and any  amendments  or
      variations  made thereto in accordance  with this  Agreement,  the Plan of
      Arrangement or made at the direction of the Court;

      "PRE-EFFECTIVE  DATE  PERIOD"  means  the  period  from  the  time  of the
      execution  and  delivery  of this  Agreement  between  the Parties and the
      closing of the Transaction on the Effective  Date,  subject to the earlier
      termination of this Agreement in accordance with its terms;

      "PUBLICLY  DISCLOSED BY ACQUIROR"  means disclosed by Acquiror in a public
      filing made by it with the SEC on the EDGAR system from  December 31, 2003
      to the date hereof;

      "PUBLICLY  DISCLOSED  BY  TARGET"  means  disclosed  by Target in a public
      filing made by it with the ASC on the SEDAR system from  December 31, 2003
      to the date hereof;

      "REGISTRAR" means the Registrar appointed pursuant to the Act;

      "REGULATORY APPROVALS" means those sanctions,  rulings,  consents, orders,
      exemptions,  permits and other  approvals  (including  the lapse,  without
      objection,  of a prescribed time under a statute or regulation that states
      that a Transaction  may only be  implemented  if a prescribed  time lapses
      following  the giving of notice  without an  objection  being made) of any
      Governmental  Authority including  compliance with the "blue sky" or other
      applicable  securities  laws of any U.S.  state  where  holders  of Target
      Shares or Target Warrants reside;

      "RELATED PARTY RULES" means Policy 5.9 of the TSXV;

      "REPRESENTATIVES" has the meaning ascribed to it in Section 4.6(a);

      "SEC" means the Securities and Exchange Commission of the United States of
      America.

      "SECURITIES ACT" means the Securities Act (Alberta);

      "SUBSIDIARY"  means, with respect to a specified body corporate,  any body
      corporate  of which  more than 50% of the  outstanding  shares  ordinarily
      entitled to elect a majority of the board of directors thereof (whether or
      not shares of any other  class or classes  shall or might be  entitled  to
      vote upon the happening of any event or contingency) are at the time owned
      directly or indirectly by such specified body corporate, and shall include
      any body corporate,  partnership, joint venture or other entity over which
      it  exercises  direction  or control or which is in a like  relation  to a
      subsidiary;



                                       9


      "SUPERIOR PROPOSAL" means any bona fide written Acquisition Proposal that,
      in the good faith  determination of the board of directors of Target after
      consultation with its financial advisors and with outside counsel:

      (a) is  reasonably  capable of being  completed,  taking into  account all
      legal,  financial,  regulatory  and other aspects of such proposal and the
      party making such proposal; and

      (b) would,  if  consummated  in accordance  with its terms,  reasonably be
      expected  to  result  in a  transaction  more  favourable  to  the  Target
      Shareholders from a financial point of view than the Transaction;

      "TARGET  BENEFIT  PLANS"  means  all  plans,   arrangements,   agreements,
      programs,  policies,  practices or undertakings,  whether oral or written,
      formal or informal,  funded or unfunded,  registered  or  unregistered  to
      which Target or its  subsidiaries is a party to or bound by or under which
      Target or its subsidiaries  has, or will have, any liability or contingent
      liability,  relating to pension plans, insurance plans (whether insured or
      self-insured)  or compensation  plans with respect to any of its employees
      or  former   employees   (or  any   spouses,   dependants,   survivors  or
      beneficiaries  of any such  employees or former  employees),  directors or
      officers,  individuals working on contract with Target or its subsidiaries
      or other individuals  providing services to it of a kind normally provided
      by employees or eligible dependants of such person;

      "TARGET  CIRCULAR" means the notice of the Target Meeting and accompanying
      management   information  circular,   including  all  appendices  thereto,
      prepared  in  accordance  with  this  Agreement,  to  be  sent  to  Target
      Securityholders in connection with the Target Meeting;

      "TARGET DOCUMENTS" has the meaning given to it in Section 3.1(aa);

      "TARGET  MEETING"  means the  special  meeting of Target  Securityholders,
      including any adjournment or postponement  thereof,  to be called and held
      in accordance with the Interim Order to consider the Transaction;

      "TARGET MEETING DATE" has the meaning given to it in Section 2.2(b);

      "TARGET MINORITY SECURITYHOLDERS" means all Target Securityholders who are
      required to provide  minority  approval of a "related  party  transaction"
      under the Related Party Rules;

      "TARGET RESERVE REPORT" means the evaluation  report effective  January 1,
      2004 prepared by Sproule  Associated Limited in respect of the oil and gas
      reserves of Target;

      "TARGET SECURITIES" means the Target Shares and the Target Warrants;



                                       10


      "TARGET  SECURITYHOLDERS"  means the  Target  Shareholders  and the Target
      Warrantholders;

      "TARGET SHAREHOLDERS" means holders of Target Shares;

      "TARGET SHARES" means the common shares in the capital of Target;

      "TARGET WARRANTHOLDERS" means holders of Target Warrants;

      "TARGET  WARRANTS"  means the 1,000,000  outstanding  warrants to purchase
      Target  Shares at a price of $0.80 per Target  Share until June 30,  2006,
      all of which are held by Acquiror;

      "TAX" and "TAXES"  means,  with  respect to any entity,  all income  taxes
      (including  any tax on or based upon net income,  gross income,  income as
      specially defined, earnings, profits or selected items of income, earnings
      or profits) and all capital  taxes,  gross receipts  taxes,  environmental
      taxes,  sales  taxes,  use taxes,  ad valorem  taxes,  value added  taxes,
      transfer taxes, franchise taxes, license taxes, withholding taxes or other
      withholding obligations, payroll taxes, employment taxes, Canada or Quebec
      Pension  Plan  premiums,  excise,  severance,  social  security  premiums,
      workers'  compensation  premiums,  employment  insurance  or  compensation
      premiums,  stamp taxes,  occupation taxes, premium taxes,  property taxes,
      windfall  profits taxes,  alternative  or add-on minimum taxes,  goods and
      services  tax,  customs  duties  or other  taxes  of any kind  whatsoever,
      together with any interest and any penalties or additional amounts imposed
      by any taxing authority  (domestic or foreign) on such entity or for which
      such entity is responsible, and any interest, penalties, additional taxes,
      additions to tax or other amounts imposed with respect to the foregoing;

      "TAX ACT" means the Income Tax Act (Canada);

      "TAX RETURNS" means all returns,  declarations,  designations,  elections,
      reports,  information returns and statements required to be filed with any
      taxing authority relating to Taxes;

      "TRANSACTION" means the arrangement of the Target under Section 193 of the
      Act on the  terms and  subject  to the  conditions  set out in the Plan of
      Arrangement,  subject to any  amendments  or  variations  thereto  made in
      accordance  with this  Agreement,  the Plan of  Arrangement or made at the
      direction of the Court;

      "TRANSACTION COSTS" means Target's reasonable out-of-pocket costs incurred
      in  calling  and  holding  the Target  Meeting  and  preparing  the Target
      Circular.  Such costs shall include only reasonable legal costs (including
      legal costs incurred in negotiating this Agreement), printing, mailing and
      distribution costs,  registrar and transfer agent fees and financial audit
      costs but no other advisory fees;



                                       11


      "TRANSACTION  RESOLUTION"  means  the  special  resolution  of the  Target
      Securityholders,  voting  as a  class,  approving  the  Transaction  to be
      substantially  in the form and content of Schedule 1.1B annexed hereto and
      including  any  additional  amendments  as may be  required by the Interim
      Order; and


      "TSXV" means the TSX Venture Exchange Inc.

1.2   CERTAIN RULES OF INTERPRETATION

In this Agreement:

      (a) CONSENT - Whenever a provision of this Agreement  requires an approval
      or  consent  and such  approval  or consent  is not  delivered  within the
      applicable time limit, then, unless otherwise  specified,  the Party whose
      consent or  approval  is  required  shall be  conclusively  deemed to have
      withheld its approval or consent.

      (b) CURRENCY - Unless otherwise specified, all references to money amounts
      are to lawful currency of Canada.

      (c) GOVERNING  LAW - This  Agreement is a contract made under and shall be
      governed by and construed in  accordance  with the laws of the Province of
      Alberta  and the  federal  laws of Canada  applicable  in the  Province of
      Alberta.  Each Party hereby irrevocably attorns to the jurisdiction of the
      courts of the Province of Alberta in respect of all matters  arising under
      or in relation to this Agreement.

      (d)  HEADINGS -  Headings  of  Articles  and  Sections  are  inserted  for
      convenience  of reference  only and shall not affect the  construction  or
      interpretation of this Agreement.

      (e) INCLUDING - Where the word  "including"  or "includes" is used in this
      Agreement, it means "including (or includes) without limitation".

      (f) NO STRICT  CONSTRUCTION  - The language used in this  Agreement is the
      language chosen by the Parties to express their mutual intent, and no rule
      of strict construction shall be applied against any Party.

      (g)  NUMBER  AND GENDER - Unless the  context  otherwise  requires,  words
      importing  the  singular  include  the  plural  and vice  versa  and words
      importing gender include all genders.

      (h)  SEVERABILITY  - If,  in  any  jurisdiction,  any  provision  of  this
      Agreement or its  application to any Party or  circumstance is restricted,
      prohibited  or   unenforceable,   such   provision   shall,   as  to  such
      jurisdiction,  be  ineffective  only to the  extent  of such  restriction,
      prohibition  or  unenforceability   without   invalidating  the  remaining
      provisions  of this  Agreement  and  without  affecting  the  validity  or
      enforceability  of such  provision  in any other  jurisdiction  or without
      affecting its application to other Parties or circumstances.

      (i) STATUTORY REFERENCES - A reference to a statute includes all rules and
      regulations made pursuant to such statute and, unless otherwise specified,
      the  provisions  of any  statute  or  regulation  or  rule  which  amends,
      supplements or supersedes any such statute or any such regulation or rule.



                                       12


      (j)  TIME - Time is of the  essence  in the  performance  of the  Parties'
      respective obligations.

      (k) TIME PERIODS - Unless  otherwise  specified,  time  periods  within or
      following  which any  payment  is to be made or act is to be done shall be
      calculated  by  excluding  the  day on  which  the  period  commences  and
      including  the day on which the period ends and by extending the period to
      the next  Business  Day  following  if the last day of the period is not a
      Business Day.

1.3   ENTIRE AGREEMENT

      This Agreement,  together with the agreements and other documents required
to be delivered  pursuant to this Agreement,  constitutes  the entire  agreement
between  the  Parties  and sets  out all the  covenants,  promises,  warranties,
representations,  conditions,  understandings and agreements between the Parties
pertaining  to the subject  matter of this  Agreement and  supersedes  all prior
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written  including the letter agreement  between Acquiror and Target dated on or
about  October  1,  2004.  No  reliance  has been  made  upon,  and there are no
covenants, promises, warranties, representations,  conditions, understandings or
other  agreements,  oral or written,  between the Parties in connection with the
subject  matter  of this  Agreement  except  as  specifically  set forth in this
Agreement and any document required to be delivered pursuant to this Agreement.

1.4   SCHEDULES

      The schedules to this Agreement,  as listed below, are an integral part of
this Agreement:

      SCHEDULE    DESCRIPTION
      --------    -----------

      1.1A        Plan of Arrangement

      1.1B        Transaction Resolution

1.5   ACCOUNTING MATTERS

      Unless  otherwise  stated,  all accounting terms used in this Agreement in
respect  of any  Party  shall  have  the  meanings  attributable  thereto  under
generally accepted  accounting  principles  applicable to such Party's published
financial  statements and all  determinations of an accounting nature in respect
of any  Party  required  to be made  shall be made in a manner  consistent  with
generally accepted  accounting  principles  applicable to such Party's published
financial statements and past practice.



                                       13


1.6   KNOWLEDGE

      Any  reference to the  knowledge of a Party shall mean,  unless  otherwise
specified, to the best of the knowledge,  information and belief of such Party's
senior  officers  after  reviewing all  reasonably  relevant  records and making
reasonable inquiries regarding the relevant matter of such Party's directors and
senior officers and their direct reports.

                                    ARTICLE 2
                                 THE TRANSACTION

2.1   ARTICLES OF ARRANGEMENT

      The  Articles  of  Arrangement  shall,  with  such  other  matters  as are
necessary to effect the  Transaction,  implement the Plan of  Arrangement,  as a
result of which,  among  other  things,  each  Holder of Target  Shares  will be
entitled to receive the number of Acquiror  Shares per Target Share equal to the
Exchange Ratio.

2.2   IMPLEMENTATION STEPS BY TARGET

      Target covenants in favour of Acquiror that Target shall:

      (a) as soon as  reasonably  practicable,  apply in a manner  acceptable to
      Acquiror,  acting  reasonably,  under the Act for an order  approving  the
      Arrangement and in connection with such application  Target shall file and
      diligently prosecute an application for an Interim Order providing for the
      holding of the Target  Meeting  for the  purpose of  considering  and,  if
      deemed advisable, approving the Transaction;

      (b) convene and hold the Target Meeting as soon as  practicable  after the
      date  hereof,  but in any case,  before  December  30,  2004 (the  "Target
      Meeting Date") for the purpose of considering the  Transaction  Resolution
      and, with the consent of Acquiror,  for any other proper purpose as may be
      set out in the notice for such meeting;

      (c) subject to Section  4.5(a) and  Section  5.4,  except as required  for
      quorum  purposes,  not  postpone or cancel (or  propose  the  adjournment,
      postponement  or cancellation  of) the Target Meeting  without  Acquiror's
      prior  written  consent,  such  consent not to be  unreasonably  withheld,
      except as required by Laws or by the Target Securityholders;

      (d) use  commercially  reasonable  efforts  to  solicit  from  the  Target
      Securityholders  proxies  in favour  of the  approval  of the  Transaction
      Resolution,  including if so requested by Acquiror,  using the services of
      dealers and proxy solicitation services, and take all other action that is
      reasonably   necessary   or  desirable  to  secure  the  approval  of  the
      Transaction by the Target  Securityholders,  except to the extent that the
      board of directors of Target has changed its  recommendation in respect of
      the Transaction in accordance with the terms of this Agreement;



                                       14


      (e) subject to  obtaining  the  approvals  as are  required by the Interim
      Order,  use  reasonable   commercial  efforts  to  diligently  pursue  the
      application to the Court for the Final Order; and

      (f) subject to obtaining the Final Order and the satisfaction or waiver of
      the other conditions herein contained in favour of each Party, on the date
      contemplated  in Section 2.5, send to the Registrar,  for  endorsement and
      filing by the  Registrar,  the  Articles  of  Arrangement  and such  other
      documents as may be required in connection therewith under the Act to give
      effect to the Transaction.

2.3   INTERIM ORDER

      The  application  referred to in Section  2.2(a)  shall  request  that the
Interim Order provide:

      (a) for the class of Persons to whom  notice is to be  provided in respect
      of the arrangement and the Target Meeting and for the manner in which such
      notice is to be provided;

      (b) that the requisite  approval for the Transaction  Resolution  shall be
      (i) 66 2/3% of the  votes  cast by  Target  Securityholders  (voting  as a
      class) present in person or by proxy at the Target Meeting (such that each
      Target  Securityholder  is entitled  to one vote for each Target  Security
      held),  and (ii) a majority  of greater  than 50% of the votes cast on the
      Transaction  Resolution by Target  Minority  Securityholders  (voting as a
      class) present in person or by proxy at the Target Meeting (such that each
      Target  Minority  Securityholder  is  entitled to one vote for each Target
      Security held);

      (c) that, in all other respects, the terms, restrictions and conditions of
      the by-laws and articles of Target,  including quorum requirements and all
      other  matters,  shall  apply in respect of the Target  Meeting  except in
      respect of such of the by-laws as Acquiror  and Target  reasonably  agree;
      and

      (d) for the grant of the Dissent Rights.

2.4   TARGET CIRCULAR

      As  promptly  as  reasonably  practicable  after  the  execution  of  this
Agreement,  Target shall prepare and complete, in consultation with and with the
cooperation  of  Acquiror,  the Target  Circular  (and any  amendments  thereto)
together  with any other  documents  required  by the  Securities  Act and other
applicable  Laws in  connection  with the Target  Meeting  and  Transaction.  As
promptly as reasonably practicable  thereafter,  and after obtaining the Interim
Order, Target shall cause the Target Circular and other  documentation  required
in connection  with the Target Meeting to be sent to each Target  Securityholder
and to be filed with  applicable  Governmental  Authorities  as  required by the
Interim Order and applicable  Laws.  Target shall permit  Acquiror to review and
comment on drafts of the Target  Circular  and other  documentation  referred to
above in the  course  of its  preparation  and  shall  not  file or  amend  such
documentation without the permission of Acquiror not to be unreasonably withheld
or delayed.



                                       15


2.5   CLOSING MATTERS

      The Effective  Date shall be the later of the date of the Target  Meeting,
the date of  issuance  of the Final Order  (unless  appealed in which case,  the
Effective  Date shall be the date such appeal is delivered or withdrawn) and the
date upon which the last  Regulatory  Approval is obtained.  Closing  shall take
place at the office of the Target's counsel in Calgary,  Alberta at 2:00 p.m. on
the  Effective  Date or at such other place,  date and time as the Parties shall
agree (the "Effective Time").  Each of Acquiror and Target shall deliver, at the
closing of the Transaction,  such customary certificates,  resolutions and other
customary  closing  documents  as may be  required  by the other  Party,  acting
reasonably.

2.6   SECURITIES COMPLIANCE

      (a)  Acquiror  shall use  commercially  reasonable  efforts  to obtain all
      orders, if any, required from applicable  Canadian  securities  regulatory
      authorities  to permit the  issuance of the  Acquiror  Shares to be issued
      pursuant to the Transaction  without  qualification with or approval of or
      the filing of any prospectus, or the taking of any proceeding with, or the
      obtaining of any further order,  ruling or consent from, any  Governmental
      Authority under any Canadian federal, provincial or territorial securities
      or other  Canadian  Laws or pursuant to the rules and  regulations  of any
      regulatory  authority  administering such Canadian Laws, or the fulfilment
      of any other legal  requirement in any such Canadian  jurisdiction  (other
      than, with respect to such resale,  any restrictions on transfer by reason
      of, among other things,  a holder being a "control person" of Acquiror for
      purposes of Canadian federal, provincial or territorial securities Laws or
      similar Laws in the United States),  and shall make all necessary  filings
      and  applications  and take all reasonable  action  necessary under United
      States  securities laws and regulations to be in compliance with such laws
      and regulations.

      (b)  Acquiror  shall use  commercially  reasonable  efforts  to obtain the
      approval of the TSXV or any other  Canadian stock exchange for the listing
      of the Acquiror  Shares,  including the Acquiror Shares to be issued under
      the Transaction, on the TSXV or any other Canadian stock exchange.

2.7   PREPARATION OF FILINGS, ETC.

      (a) Acquiror shall furnish to Target all information  that may be required
      under Law to be provided  concerning Acquiror and its shareholders for the
      Target Circular and the  implementation  of the other actions described in
      Section 2.4 and Section 2.6.  Acquiror  covenants  that  information to be
      furnished by it (to its  knowledge in the case of  information  concerning
      its  shareholders)  in  connection  with the Target  Circular,  actions or
      otherwise in connection with the  consummation of the Transaction will not
      contain  any  untrue  statement  of a  material  fact or  omit to  state a
      material  fact  required  to be  stated in any such  document  or which is
      necessary in order to make any  information  so  furnished  for use in any
      such document not misleading in the light of the circumstances in which it
      is furnished.



                                       16


      (b) Acquiror and Target  shall each  promptly  notify the other if, at any
      time before the Effective Time, it becomes aware that the Target Circular,
      an application for an order or any other document described in Section 2.6
      contains  any  untrue  statement  of a  material  fact or omits to state a
      material fact required to be stated  therein or which is necessary to make
      the  statements   contained   therein  not  misleading  in  light  of  the
      circumstances  in which  they are  made,  or that  otherwise  requires  an
      amendment or  supplement  to the Target  Circular or such  application  or
      other document.  In any such event, Acquiror and Target shall cooperate in
      the  preparation  of a supplement  or amendment to the Target  Circular or
      such  application or other  document,  as required and as the case may be,
      and, if required,  shall cause the same to be distributed to  shareholders
      of Target and/or filed with the relevant Governmental Authorities.

      (c)  Target  shall  ensure  that the  Target  Circular  complies  with all
      applicable Laws. Without limiting the generality of the foregoing,  Target
      shall  ensure  that  the  Target  Circular   provides  holders  of  Target
      Securities with information in sufficient  detail to permit them to form a
      reasoned judgement  concerning the matters to be placed before them at the
      Target Meeting and complies with the disclosure requirements applicable to
      the Target Circular in these circumstances.

2.8   TREATMENT OF TARGET WARRANTS

      The Plan of  Arrangement  shall provide that each Target  Warrant  granted
prior to the Effective Time that remains  outstanding  immediately  prior to the
Effective  Time shall cease to  represent a right to acquire  Target  Shares and
shall be cancelled at the Effective Time.

2.9   ADJUSTMENTS FOR CAPITAL CHANGES

      If, prior to the Effective Date, Acquiror or Target recapitalizes  through
a division of any of its outstanding shares into a greater number of shares or a
consolidation  of any of its outstanding  shares into a lesser number of shares,
or reorganizes,  reclassifies or otherwise changes any of its outstanding shares
into the same or a different  number of shares of other  classes,  or declares a
dividend on any of its outstanding shares payable in shares of its capital stock
or securities  convertible  into shares of its capital stock,  then the Exchange
Ratio  will  be  adjusted   appropriately   so  as  to  maintain   the  relative
proportionate  interests of the holders of Target Shares and Acquiror  Shares as
would be the case if the  Transaction  was to have  occurred on the date of this
Agreement.



                                       17


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1   REPRESENTATIONS AND WARRANTIES OF TARGET

      Target represents and warrants to and in favour of Acquiror as follows and
acknowledges that Acquiror is relying upon such  representations  and warranties
in connection with the matters contemplated by this Agreement:

(a)   Organization.  Target  has been  duly  incorporated  or  formed  under all
      applicable  Laws, is validly  existing and has all necessary  corporate or
      legal power,  authority and capacity to own its property and assets and to
      carry on its business as currently owned and conducted.

(b)   Capitalization.  The authorized capital of Target consists of an unlimited
      number of Target Shares and an unlimited number of preferred shares. As of
      the date hereof,  there are 17,284,704  Target Shares (and no more) issued
      and  outstanding.  In  addition,  as at the date  hereof,  not  more  than
      1,000,000  Target  Warrants  are  currently  outstanding.  Except for such
      Target Warrants, there are no options, warrants,  conversion privileges or
      other  rights,  agreements,   arrangements  or  commitments  (pre-emptive,
      contingent or otherwise)  obligating Target to issue or sell any shares of
      Target  or  securities  or  obligations  of any kind  convertible  into or
      exchangeable for any shares of Target.  All outstanding Target Shares have
      been duly  authorized and are validly issued and outstanding as fully paid
      and  non-assessable  shares,  free of  pre-emptive  rights.  There  are no
      outstanding bonds, debentures or other evidences of indebtedness of Target
      having the right to vote (or that are convertible for or exercisable  into
      securities having the right to vote) with the Holders of the Target Shares
      on any matter.  Target does not have any obligation to repurchase,  redeem
      or  otherwise  acquire  any of its  outstanding  securities.  No holder of
      securities  issued by Target has any right to compel Target to register or
      otherwise  qualify  securities  for  public  sale in Canada or the  United
      States or elsewhere.

(c)   Authority and No  Violation.  Target has the  necessary  corporate  power,
      authority  and  capacity to enter into this  Agreement  and to perform its
      obligations  under this  Agreement.  The  execution  and  delivery of this
      Agreement  by Target and the  consummation  by Target of the  transactions
      contemplated  by this Agreement have been duly  authorized by its board of
      directors and no other corporate  proceedings on its part are necessary to
      authorize  this  Agreement  or  the  transactions   contemplated  by  this
      Agreement, other than:

      (i)   with  respect  to the Target  Circular  and other  matters  relating
            solely  thereto,  the  approval of the board of directors of Target;
            and

      (ii)  with respect to the completion of the  Transaction,  the approval of
            the Target  Securityholders  and Target Minority  Securityholders as
            described in Article 2.

(d)   Due  Execution.  This  Agreement  has been duly  executed and delivered by
      Target  and   constitutes  its  legal,   valid  and  binding   obligation,
      enforceable   against  it  in  accordance  with  its  terms,   subject  to
      bankruptcy,  insolvency and other  applicable  Laws  affecting  creditors'
      rights generally, and to general principles of equity.



                                       18


(e)   Board Determinations. The board of directors of Target has:

      (i)   determined,  without  dissent,  as  of  the  date  hereof  that  the
            Transaction  is in the  best  interest  of  Target  and  the  Target
            Securityholders;

      (ii)  received  advice from an  independent  valuator  with respect to the
            formal  valuation of the Acquiror  Shares and the Target Shares (and
            has been advised that such  valuator  will provide the  directors of
            Target, for inclusion in the Target Circular, with a written copy of
            such  formal  valuation),  prepared in  accordance  with the Related
            Party Rules;

      (iii) received a preliminary  opinion from its  financial  advisors to the
            effect that,  as of the date of this  Agreement,  the  consideration
            offered to Target Shareholders  pursuant to the Transaction is fair,
            from a financial point of view, to the Target Shareholders; and

      (iv)  determined as of the date hereof, without dissent, to recommend that
            the  Target  Securityholders  vote  in  favour  of the  Transaction.
            Target's  directors  have  advised  Target  that they intend to vote
            Target Securities held by them in favour of the Transaction and will
            so represent in the Target Circular.

(f)   No Violation or Conflict.  The  authorization  of this  Agreement  and the
      execution and delivery by Target of this Agreement and the  performance by
      it of its  obligations  under this  Agreement  and the  completion  of the
      Transaction will not:

      (i)   result  (with  or  without  notice  or the  passage  of  time)  in a
            violation or breach of, or constitute a default  under,  require any
            consent to be  obtained  under or give rise to any third party right
            of  termination,  cancellation,  acceleration,  penalty  or  payment
            obligation or right of purchase or sale under, any provision of:

            (A)   its certificate of incorporation,  articles,  by-laws or other
                  charter documents or any agreement with a shareholder;

            (B)   any Laws  (subject to  obtaining  the  Regulatory  Approvals),
                  except to the  extent  that the  violation  or  breach  of, or
                  failure  to obtain any  consent  under,  any Laws,  could not,
                  individually  or in the  aggregate,  reasonably be expected to
                  have a Material Adverse Effect on Target; or

            (C)   any  Contract,  licence,  permit,  government  grant  to which
                  Target is party or by which it is bound,  except as could not,
                  individually  or in the  aggregate,  reasonably be expected to
                  have a Material Adverse Effect on Target;

      (ii)  other than pursuant to Target's credit facilities,  give rise to any
            right of termination or acceleration  of indebtedness of Target,  or
            cause any such  indebtedness to come due before its stated maturity,
            or cause any  available  credit of Target to cease to be  available,
            other  than  as  could  not,   individually  or  in  the  aggregate,
            reasonably be expected to have a Material Adverse Effect on Target;



                                       19


      (iii) result in the imposition of any encumbrance, charge or lien upon any
            of  its  assets,  except  as  could  not,  individually  or  in  the
            aggregate,  reasonably be expected to have a Material Adverse Effect
            on Target;

      (iv)  restrict,  hinder, impair or limit the ability of Target to carry on
            the  business  of Target as and  where it is now being  carried  on,
            except as could not, individually or in the aggregate, reasonably be
            expected to have a Material Adverse Effect on Target; or

      (v)   result in any payment (including retention, severance,  unemployment
            compensation,  golden parachute, bonus or otherwise) becoming due to
            any  director,  officer or employee of Target or any  subsidiary  or
            increase any benefits  otherwise  payable  under any Target  Benefit
            Plan or result in the  acceleration of time of payment or vesting of
            any such benefits, including the time of exercise of stock options.

(g)   Third  Party  Consents  and  Approvals.  No  consent,  approval,  order or
      authorization   of,  or  declaration  or  filing  with,  any  Governmental
      Authority  or  third  party  is  required  to be  obtained  by  Target  in
      connection  with the  execution  and  delivery  of this  Agreement  or the
      consummation by Target of the Transaction other than:

      (i)   any approvals required by the Interim Order;

      (ii)  approval by Target's bank;

      (iii) the Final Order;

      (iv)  filings under the Act contemplated by this Agreement;

      (v)   the Regulatory Approvals relating to Target;

      (vi)  filings under the  Securities  Act, stock exchange rules and similar
            Laws as  contemplated  by this Agreement or to provide notice of the
            Transaction; and

      (vii) any other consents, approvals, orders, authorizations,  declarations
            or  filings  of or  with  a  Governmental  Authority  which,  if not
            obtained, could not, individually or in the aggregate, reasonably be
            expected  to  prevent  or delay the  Transaction  or have a Material
            Adverse Effect on Target.

(h)   Financial  Statements.  The  Financial  Statements  have been  prepared in
      accordance  with generally  accepted  accounting  principles in Canada and
      applicable Laws. Such Financial Statements present fairly, in all material
      respects, the consolidated financial position and results of operations of
      Target as of the respective  dates thereof and for the respective  periods
      covered thereby applied on a basis  consistent with the immediately  prior
      period and  throughout the periods  indicated  (except as may be indicated
      expressly in the notes  thereto) and in the case of unaudited  statements,
      subject to normal,  recurring  year-end  adjustments that are not material
      and the absence of notes. Such Financial  Statements  reflect  appropriate
      and adequate reserves in respect of contingent liabilities, if any, of the
      Target.



                                       20


(i)   Contingent Liabilities.  Other than as previously disclosed to Acquiror in
      writing, or except as set forth in the unaudited  financial  statements of
      Target  for the six month  period  ended  June 30,  2004,  or as  Publicly
      Disclosed by Target,  or for liabilities  and obligations  incurred in the
      ordinary  course of business  consistent with past practice since December
      31,  2003,  Target does not have any  liabilities  or  obligations  of any
      nature (whether  accrued,  absolute,  contingent or otherwise)  except for
      those that could not, in the  aggregate,  reasonably be expected to have a
      Material Adverse Effect on Target.

(j)   Absence of Certain Changes or Events.  Other than as previously  disclosed
      to Acquiror in writing,  or except as set out in the  unaudited  financial
      statements  of Target for the six month period ended June 30, 2004,  or as
      Publicly Disclosed by Target, since December 31, 2003 Target has conducted
      its business only in the ordinary course of business  consistent with past
      practice and there has not occurred:

      (i)   a  Material   Adverse   Change   with   respect  to  Target  or  any
            circumstances   or  events  that  could,   individually  or  in  the
            aggregate, reasonably be expected to give rise to a Material Adverse
            Change with respect to Target;

      (ii)  any damage,  destruction or loss not fully covered by insurance that
            has had or could,  individually  or in the aggregate,  reasonably be
            expected to have a Material Adverse Effect on Target;

      (iii) any redemption,  repurchase or other acquisition of Target Shares by
            Target, or any declaration, setting aside or payment of any dividend
            or other  distribution  (whether in cash,  shares or property)  with
            respect to Target Shares;

      (iv)  other than to the Special Committee,  as disclosed to Acquiror,  any
            increase in or modification of the compensation payable or to become
            payable by it to any of its  directors or officers,  or any grant to
            any  director,  officer or employee of any increase in  entitlements
            under,   or  general   institution  of,   retention,   severance  or
            termination  programs or pay other than annual increases  consistent
            with past  practice  or as a result of  promotions  in the  ordinary
            course of business;

      (v)   any increase in or  modification of any bonus,  pension,  retention,
            insurance or benefit  arrangement  (including  the granting of stock
            options,  restricted stock awards or stock appreciation rights) made
            to, for or with any of such  directors,  officers or employees other
            than annual  increases  consistent  with past practice,  as required
            under Law, or collective  agreements or as a result of promotions in
            the ordinary course of business;



                                       21


      (vi)  any acquisition or sale of any material assets or investments except
            in the ordinary course of business or consistent with past practice;
            (vii) a  material  change in the  level of  accounts  receivable  or
            payable, inventories or employees;

      (viii)any entering  into, or an amendment of, any material  Contract other
            than  in the  ordinary  course  of  business  consistent  with  past
            practice;

      (ix)  relinquishment,  termination  or  non-renewal by it of any Contracts
            that, individually or in the aggregate, could reasonably be expected
            to have a Material Adverse Effect on Target;

      (x)   any creation or assumption by it of any material  mortgage,  pledge,
            security  interest or lien or other  encumbrance on any asset except
            in the ordinary course of business consistent with past practice;

      (xi)  any resolution to approve a split, consolidation or reclassification
            of any of its outstanding shares;

      (xii) any change in its  accounting  methods,  policies  or  practices  or
            revaluation of assets;

      (xiii)any  guarantee  of  the  payment  of  material  indebtedness  or any
            incurrance of material  indebtedness for money borrowed or any issue
            or  sale  of  any  debt  securities  or  securities  convertible  or
            exchangeable for debt securities;

      (xiv) any  satisfaction  or settlement of any claims or  liabilities  that
            were not reflected in the balance sheet dated December 31, 2003 that
            individually  or in the aggregate,  could  reasonably be expected to
            have a Material  Adverse Effect on Target,  other than settlement of
            liabilities  incurred in the ordinary course of business  consistent
            with past practice; or

      (xv)  any agreement by Target to do any of the foregoing.

(k)   Books and Records. The financial books, records and accounts of Target, in
      all material respects:

      (i)   have  been   maintained  in  accordance   with  generally   accepted
            accounting  principles  in Canada on a basis  consistent  with prior
            years after incorporating changes in accounting policy;

      (ii)  are stated in reasonable  detail and  accurately  and fairly reflect
            the material  transactions and dispositions of the assets of Target;
            and

      (iii) accurately   and  fairly   reflect  the  basis  for  the   Financial
            Statements.



                                       22


            Target has  devised and  maintains  a system of internal  accounting
            controls   sufficient   to  provide   reasonable   assurances   that
            transactions are executed in accordance with management's general or
            specific authorization and transactions are recorded as necessary to
            permit  preparation  of  financial  statements  in  conformity  with
            generally accepted  accounting  principles in Canada and to maintain
            accountability  for assets.  Target's corporate minute books contain
            minutes  of all  meetings  and  resolutions  of the  directors  (and
            committees  thereof) and Target  Shareholders  held, and full access
            thereto has been  provided to Acquiror with the exception of minutes
            of relating to the Transaction.

(l)   Data and Information. To the knowledge of Target, the data and information
      in respect of Target and its assets, liabilities, business, operations and
      capital  provided by Target to Acquiror was and is accurate and correct in
      all  material  respects,  taken as a  whole,  as at the  respective  dates
      thereof and,  taken as a whole,  did not and does not now omit any data or
      information  necessary  to make  any  data  or  information  provided  not
      misleading in any material respects as at the respective dates thereof.

(m)   No Defaults.  Other than as  previously  disclosed to Acquiror in writing,
      Target is not in default  under,  and there exists no event,  condition or
      occurrence which,  after notice or lapse of time or both, would constitute
      such a default under any Contract which, individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect on Target.

(n)   Customers  and  Suppliers.  There is no single  customer  or  supplier  of
      Target,  the loss of which could reasonably be expected to have a Material
      Adverse  Effect on  Target.  Since  December  31,  2003  there has been no
      termination or cancellation  of, and no material  adverse  modification or
      change  in,  the  business  relationship  with  any  customer  or group of
      customers which individually or in the aggregate provided more than 10% of
      the  consolidated  gross revenues of Target and its  subsidiaries  for the
      fifteen month period ended on December 31, 2003.

(o)   Litigation.  Other than as previously disclosed to Acquiror in writing, or
      except as Publicly Disclosed by Target:

      (i)   there is no claim, action, proceeding or investigation that has been
            commenced or, to the knowledge of Target,  threatened against Target
            before any Governmental  Authority which, if determined adversely to
            Target,  could,  individually  or in the  aggregate,  reasonably  be
            expected  to have either a Material  Adverse  Effect on Target or to
            prevent or materially delay consummation of the Transaction;

      (ii)  Target is not subject to any  outstanding  judgement,  order,  writ,
            injunction  or decree that  involves or may involve,  or requires or
            may  require  an  expenditure  of a  material  amount  of money as a
            condition  to or a  necessity  for the right or ability of Target to
            conduct its  business in a manner in which it  currently  carries on
            such  business  which  could,  individually  or  in  the  aggregate,
            reasonably be expected to have a Material  Adverse  Effect on Target
            or that could prevent or delay consummation of the Transaction;  and



                                       23


      (iii) Target is not subject to any warranty,  negligence,  performance  or
            other claims or disputes or potential  claims or disputes in respect
            of products or services  currently  being  delivered  or  previously
            delivered,  and to the  knowledge  of Target  there are no events or
            circumstances which could reasonably be expected to give rise to any
            such claims or disputes or  potential  claims or  disputes,  in each
            case which could,  individually  or in the aggregate,  reasonably be
            expected to have a Material Adverse Effect on Target.

(p)   Restrictions  on Business  Activities.  There is no agreement,  judgement,
      injunction,  order  or  decree  binding  upon  Target  that  has or  could
      reasonably be expected to have the effect of  prohibiting,  restricting or
      materially  impairing any business practice of Target,  any acquisition of
      property  by Target or the  conduct  of  business  by Target as  currently
      conducted   (including   following  the  Transaction),   other  than  such
      agreements,  judgements,  injunctions,  orders or decrees which could not,
      individually  or in  the  aggregate,  reasonably  be  expected  to  have a
      Material Adverse Effect on Target.

(q)   Intellectual  Property.  Target owns, or is validly  licensed or otherwise
      has the right to use, all patents, patent rights, trademarks, trade names,
      service marks,  copyrights,  know how and other  proprietary  intellectual
      property  rights that are used in its  business.  The use by Target of its
      registered  trademarks,  service marks,  copyrights,  industrial  designs,
      patents,  design patents and all applications  therefor ("Target IP") does
      not infringe upon or breach the industrial or intellectual property rights
      of any other Person.  Target has not commenced legal  proceedings  against
      any Person  relating to an  infringement  by such Person of the Target IP,
      except to the extent  that could not,  individually  or in the  aggregate,
      reasonably be expected to have a Material Adverse Effect on Target.

(r)   Employment Matters.

      (i)   Target is not a party to any agreement,  obligation or understanding
            providing  for  severance  or   termination   payments  to,  or  any
            employment agreement with, any director,  officer or employee, other
            than any common law obligations of reasonable  notice of termination
            or pay in lieu thereof and any statutory obligations.

      (ii)  Target is not subject to any collective  bargaining  agreements,  or
            subject  to  any   application   or  threatened  or  apparent  union
            organizing campaigns for employees not under a collective bargaining
            agreement,  nor are there any current,  pending or, to the knowledge
            of Target,  threatened strikes, work stoppages or lockouts at Target
            that could, individually or in the aggregate, reasonably be expected
            to have a Material Adverse Effect on Target.



                                       24


(s)   Pension  and  Employee  Benefits.  Except for  exceptions  that could not,
      individually  or in  the  aggregate,  be  reasonably  expected  to  have a
      Material Adverse Effect on Target:

      (i)   the Target  Benefit Plans comply in all respects with all applicable
            Laws and such  plans  have  been  administered  in  compliance  with
            applicable Laws and their terms;

      (ii)  all of the Target  Benefit  Plans are either fully  insured or fully
            funded  in  accordance  with  applicable  Laws  on a  going  concern
            solvency  basis  and  winding-up  solvency  basis.  Target  has  not
            received,  or applied  for, any payment of surplus out of any Target
            Benefit Plan or any payment in respect of the  demutualization of an
            insurer.  Target has not taken any  contribution or premium holidays
            under any Target Benefit Plan except as permitted by applicable Laws
            and the terms of the Target Benefit Plan;

      (iii) none of the Target  Benefit  Plans,  other than pension  plans which
            only provide  monetary  retirement  payments in accordance  with the
            terms of such plans,  provides  benefits beyond  retirement or other
            termination  of service to employees  or former  employees or to the
            beneficiaries or dependants of such employees, or such benefits have
            been properly accrued on the Financial Statements in accordance with
            generally accepted accounting principles in Canada;

      (iv)  no event has occurred and no condition or  circumstance  exists that
            has  resulted  in or could  reasonably  be expected to result in any
            Target Benefit Plan being ordered,  or required to be, terminated or
            wound  up in  whole  or  in  part,  having  its  registration  under
            applicable   Laws  refused  or  revoked,   being  placed  under  the
            administration of any trustee or receiver or regulatory authority or
            being  required to pay any material  Taxes,  penalties,  payments or
            levies under applicable Laws; and

      (v)   there are no outstanding stock appreciation rights,  phantom equity,
            profit saving plan or similar  rights,  agreements,  arrangements or
            commitments  payable to directors,  officers or employees based upon
            the revenue, value, income or any other attribute of Target.

(t)   Tax Matters:

      (i)   Target has filed, or caused to be filed, all Tax Returns required to
            be  filed by it in the form and  within  the time  prescribed  under
            applicable  Laws for so doing (all of which Tax Returns were correct
            and complete in all material  respects),  and has paid, or caused to
            be paid,  all Taxes  shown to be due and  payable  thereon,  and the
            Financial  Statements  contain an adequate  provision in  accordance
            with  generally  accepted  accounting  principles  in Canada for all
            Taxes  payable in respect of each period  covered by such  Financial
            Statements  and all prior  periods to the extent such Taxes have not
            been paid,  whether or not due and whether or not shown as being due
            on any Tax Returns. Target has made adequate provision in accordance
            with generally accepted accounting principles in Canada in its books
            and records for any material amounts of Taxes accruing in respect of
            any  accounting  period  which has ended  subsequent  to the  period
            covered by such Financial Statements;



                                       25


      (ii)  Target has not  received  any  notification  of current or impending
            audits or  investigations  by the Canada Revenue Agency or any other
            taxing authority,  including any sales tax authority,  in connection
            with any of the Tax Returns  filed or  required to be filed,  and no
            waivers  of  time  limitations,  or  objections  or  appeals  to any
            assessments or  reassessments,  have been given or requested or made
            with respect to Target. All liability of Target for income taxes has
            been assessed for up to the fiscal year ended  December 31, 2003 and
            adequate accruals have been provided for in the Financial Statements
            in respect  thereof.  To the  knowledge  of  Target,  Target has not
            received written notice from any taxing authority to the effect that
            any Tax  Return  is  being  examined  for  assessment  or a  written
            proposal  to assess  additional  Taxes.  No liens have been filed to
            enforce or collect  Taxes.  Target is not a party to any tax sharing
            or other  similar  agreement or  arrangement  of any nature with any
            other Person pursuant to which Target has or could have any material
            liabilities  in respect of Taxes,  other than any liability  arising
            under an agreement  providing for the sale or other  disposition  of
            property by Target. Target has not received a refund of any material
            amount of Taxes to which it was not entitled;

      (iii) Target has duly and timely  collected  all amounts on account of any
            sales or transfer taxes,  including  goods and services,  harmonized
            sales and provincial or territorial sales taxes,  required by Law to
            be  collected  by it  and  has  duly  and  timely  remitted  to  the
            appropriate  Governmental Authority any such amounts required by Law
            to be remitted by it; and

      (iv)  Target has withheld from each payment made, or deemed to be made, by
            it the  amount  of all Taxes and  other  deductions  required  to be
            withheld  therefrom  and has paid all such  amounts  due and payable
            before  the  Effective  Date to the  proper  Governmental  Authority
            within the time  prescribed  under Law (and amounts so collected and
            not yet  remitted  will be retained by Target,  as  applicable,  and
            remitted to the appropriate Governmental Authority when due).

(u)   Engineering Report. Other than as disclosed to Acquiror in writing, Target
      has  provided  to  Sproule  Associates  Limited  ("SPROULE"),  independent
      geological and petroleum engineering consultants, all material information
      concerning  land  descriptions  and well data respecting the principal oil
      and gas  assets of Target at  January  1, 2004 in  respect  of the  Target
      Reserve Report and, in  particular,  all material  information  respecting
      Target's  interests  in its  principal  oil and gas assets and the royalty
      burdens and net profits  interest  burdens thereon and Target is not aware
      of any  information  not  provided  to Sproule  that would have a material
      adverse impact on the evaluation report, taken as a whole.

(v)   Compliance with Laws.  Target has complied with and is not in violation of
      any applicable Laws, other than  non-compliance  or violations which could
      not,  individually  or in the aggregate,  reasonably be expected to have a
      Material Adverse Effect on Target.  Without limiting the generality of the
      foregoing,  all  securities of Target have been issued in compliance  with
      all  applicable  securities  Laws and all  securities  to be  issued  upon
      exercise  of  convertible  or  exchangeable  securities  will be issued in
      compliance with all applicable securities Laws.



                                       26


(w)   Licences,  Etc.  Target  owns,  possesses,  or  has  obtained  and  is  in
      compliance with, all licences, permits,  certificates,  orders, grants and
      other  authorizations of or from any Governmental  Authority  necessary to
      conduct its  businesses  substantially  as now conducted  except for where
      such failure could not,  individually  or in the aggregate,  reasonably be
      expected to have a Material Adverse Effect on Target.

(x)   Environmental.  Except for any matters that could not,  individually or in
      the aggregate, reasonably be expected to have a Material Adverse Effect on
      Target:

      (i)   all  operations  of  Target  have  been  conducted  and  are  now in
            compliance with all Environmental Laws; and

      (ii)  Target is not subject to:

            (A)   any   Environmental   Laws  or  terms  of  any   environmental
                  authorization, permit or licence which requires or may require
                  any work, repairs, construction,  change in business practices
                  or operations, or expenditures; or

            (B)   any written  demand,  notice or order with respect to a breach
                  of or liability  under any  Environmental  Laws  applicable to
                  Target.

(y)   Title.  While it does not warrant title, and with the exception of oil and
      gas industry standard "permitted encumbrances" and other than as disclosed
      to Acquiror in writing,  Target is not aware of any  defects,  failures or
      impairments in or  encumbrances  on the title of Target to its oil and gas
      properties, directly or indirectly reflected in the Target Reserve Report,
      which in aggregate could have a Material Adverse Effect on Target.

(z)   Non-Arm's Length Transactions.  Except as Publicly Disclosed by Target, as
      set out in the Financial  Statements  and with respect to Acquiror,  there
      are no material Contracts or other transactions between Target, on the one
      hand,  and any  officer or  director  of  Target,  any holder of record or
      beneficial owner of 5% or more of the voting  securities of Target, or any
      Affiliate or associate of any such officer,  director or beneficial owner,
      on the other hand.

(aa)  Reports.  Target has filed with the ASC, by posting upon the SEDAR system,
      true and complete copies of all forms, reports, schedules,  statements and
      other  documents  required in accordance  with applicable Laws to be filed
      since December 31, 2003 (such forms,  reports,  schedules,  statements and
      other  documents,  including any financial  statements or other documents,
      including any schedules  included therein,  are referred to as the "Target
      Documents")  except for where such failure to file could not reasonably be
      expected to have a Material  Adverse Effect on Target or the  transactions
      contemplated  hereby.  The  Target  Documents  at the time  filed  did not
      contain  any  misrepresentation  of a  material  fact or  omit to  state a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements  therein,  in the light of the  circumstances  under which they
      were made, not misleading,  and complied in all material respects with the
      requirements  of  applicable  securities  Laws.  Target  has not filed any
      confidential  material change report with the ASC or any other  securities
      authority  or  regulator  or any stock  exchange or other  self-regulatory
      authority which at the date hereof remains confidential.



                                       27


(bb)  Fees.  Target has delivered to Acquiror  complete copies of all agreements
      that  could  give rise to any  claim for an  advisory  fee,  success  fee,
      brokerage commission, finder's fee or other like payment against Target in
      connection with the Transaction.  

(cc)  Cumulative Breach. The breaches,  if any, of the  representations  made by
      Target  in this  Agreement  that  would  occur if all  references  in such
      representations  to phrases concerning  materiality were deleted,  are not
      breaches that in the aggregate represent circumstances which have or could
      reasonably  be  expected  to have a Material  Adverse  Effect on Target or
      which  constitute or could reasonably be expected to constitute a Material
      Adverse Change in respect of Target.

(dd)  Insurance. Target has provided or made available to Acquiror true, correct
      and complete copies of all material  policies of insurance to which Target
      is a  party  or  is a  beneficiary  or  named  insured.  Target  maintains
      insurance  coverage with  reputable  insurers in such amounts and covering
      such  risks  as  are in  accordance  with  normal  industry  practice  for
      companies engaged in businesses similar to that of Target.

(ee)  Reserves. The proven,  probable and possible oil and gas reserves Publicly
      Disclosed  by Target have been  prepared  and  disclosed  in all  material
      respects in accordance with accepted engineering  practices and applicable
      Laws.

(ff)  Operational  Matters.  Other than as  previously  disclosed to Acquiror in
      writing,  or  except  as  could  not,  individually  or in the  aggregate,
      reasonably be expected to have a Material Adverse Effect on Target:

      (i)   all rentals,  royalties,  overriding royalty  interests,  production
            payments,  net profits,  interest  burdens and other payments due or
            payable on or prior to the date hereof  under or with respect to the
            direct or indirect  assets of Target,  have been properly and timely
            paid;

      (ii)  all  rentals,   payments,   and   obligations  due  and  payable  or
            performable  on or prior to the date  hereof  under or on account of
            any of the direct or indirect  assets of Target have been duly paid,
            performed, or provided for prior to the date hereof;

      (iii) all:

            (A)   wells where Target is operator at the relevant  time have been
                  drilled  and  completed  in  accordance  with good oil and gas
                  field practices and in compliance with all applicable Laws;



                                       28


            (B)   wells  located in or on  Target's  lands,  or lands  pooled or
                  unitized therewith,  which have been abandoned by Target, have
                  been  abandoned  in  accordance  with  good oil and gas  field
                  practices and in compliance with all applicable Laws; and

            (C)   all   future   abandonment,    remediation   and   reclamation
                  obligations  have  been  accurately  disclosed  in the  Target
                  Documents;

      (iv)  all costs, expenses, and liabilities payable on or prior to the date
            hereof  under the terms of any  contracts  and  agreements  to which
            Target is directly or indirectly bound have been properly and timely
            paid,  except for such expenses that are being  currently paid prior
            to delinquency in the ordinary course of business;

      (v)   there are no pipeline and production  imbalances and penalties as of
            the date hereof  arising with respect to the assets and no purchaser
            is entitled  to  material  "make-up"  or  otherwise  take or receive
            deliveries  of  hydrocarbons  attributable  to  Target's  direct  or
            indirect  interest in Target's  assets without paying at the time of
            such deliveries the full contract price therefor;

      (vi)  no Person is entitled to receive any portion of  hydrocarbons  or to
            receive   material   cash  or  other   payments  to  "balance"   any
            disproportionate  allocation of hydrocarbons  produced from Target's
            assets  under any  operating  agreement,  gas  balancing  or storage
            agreement,    gas   processing   or   dehydration   agreement,   gas
            transportation   agreement,   gas  purchase   agreement,   or  other
            agreement, whether similar or dissimilar; and

      (vii) no claim, notice, or order from any Governmental  Authority has been
            directly  or  indirectly  received  by  Target  due  to  hydrocarbon
            production from Target's assets being in excess of allowable  limits
            or  similar   violations   which  could  result  in  curtailment  of
            hydrocarbon production from any of its assets after the date hereof.

(gg)  Flow-Through Shares.  Target has fulfilled all of its material obligations
      to incur and renounce  exploration  and  development  expenses in the full
      amount of any  subscription  funds received  pursuant to any  flow-through
      common share subscription agreements.

(hh)  Government  Incentives.  All  filings  made by Target  under  which it has
      received  or is  entitled  to  government  incentives,  have  been made in
      accordance, in all material respects, with all applicable Laws and contain
      no  misrepresentations of material fact or omit to state any material fact
      which  could  cause any  amount  previously  paid to such  corporation  or
      previously accrued on the accounts thereof to be recovered or disallowed.

(ii)  Delivery  Obligations.  Except as reflected in the  Financial  Statements,
      Target is not  obligated by virtue of a prepayment  arrangement  under any
      gas  contract  containing  a "take or pay" or  similar  provision,  or gas
      imbalances,   a  production   payment,   prepaid  contract  or  any  other
      arrangement to deliver a material amount of gas or oil attributable to its
      properties at some future time without then or thereafter  receiving  full
      payment therefor.



                                       29


(jj)  Long  Term  Contracts.  Except  as  disclosed  to  Acquiror,  to  Target's
      knowledge,   there  are  no  production  sales  contracts,  gas  balancing
      agreements  or  arrangements  under which it, or any Person  acting on its
      behalf,  is obligated  to sell or deliver  material  petroleum  substances
      allocable  to the  petroleum  and natural gas rights to any Person,  other
      than contracts which may be terminated on notice of less than 32 days.

(kk)  Productions  Penalties.  Target's  wells are not  subject to a  production
      penalty whereby the production proceeds allocable to Target's interest are
      payable to a Person until an amount  calculated in respect of certain cost
      and expenses paid by such Person are recovered by such Person.

(ll)  Reporting  Issuer and Stock Exchange.  Target is a reporting issuer in the
      provinces  of  Alberta  and  British  Columbia  and is not in  default  of
      applicable  securities  laws in such provinces.  The currently  issued and
      outstanding  Target  Shares are listed and posted for  trading on the TSXV
      and Target is not in default of any of the requirements of TSXV.

3.2   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

         Acquiror represents and warrants to and in favour of Target as follows
and acknowledges that Target is relying upon such representations and warranties
in connection with the matters contemplated by this Agreement:

(a)   Organization.  Acquiror  has been duly  incorporated  or formed  under all
      applicable  Laws, is validly  existing and has all necessary  corporate or
      legal power,  authority and capacity to own its property and assets and to
      conduct its business as currently owned and conducted.

(b)   Capitalization. The authorized capital of Acquiror consists of 100,000,000
      Acquiror Shares,  4,977,250 Blank Check Preferred Shares,  17,500 Series A
      Preferred  Shares  and 5,250  Series B  Preferred  Shares.  As of the date
      hereof,  there are 20,635,350  Acquiror Shares,  17,500 Series A Preferred
      Shares and 5,250  Series B Preferred  Shares  issued and  outstanding.  In
      addition,  as at the date hereof,  options to acquire  1,800,000  Acquiror
      Shares  and  warrants  to acquire  10,671,900  Acquiror  Shares  have been
      granted  and are  issued  and  are  outstanding  (and  the  outstanding  C
      Warrants, if exercised,  obligate Acquiror to issue an identical number of
      D Warrants  with an exercise  price of $4.25 per Acquiror  Share,  and the
      outstanding  E  Warrants,  if  exercised,  obligate  Acquiror  to issue an
      identical  number  of F  Warrants  with an  exercise  price of  $4.25  per
      Acquiror  Share),  and an aggregate of 123,187  Acquiror  Shares have been
      authorized  and reserved for  issuance in  connection  with (i) the annual
      dividend of the Series B Preferred Shares, (ii) principal and interest due
      on  Acquiror's  outstanding  $1,000,000  note for the three months  period
      ended  September  28,  2004,  and  (iii)  principal  and  interest  due on
      Acquiror's  $3,240,000 note for the three months ended September 15, 2004.
      Except for (i) such  options,  warrants and Acquiror  Shares  reserved for
      issuance as described in the  preceding  sentence of this Section  3.2(b),
      (ii)  redemption  and  conversion  provisions  contained  in the  Series A
      Preferred  Shares  and Series B  Preferred  Shares,  (iii) the  previously
      publicly  announced  private  placement by Acquiror with Research  Capital
      Corporation,  and (iv) the obligation of Acquiror to issue,  at no cost to
      the  subscribers,  an aggregate of 48,200  Acquiror  Shares as a result of
      Acquiror  failing to register the Acquiror  Shares issued in its June 2004
      private  placement by December 31, 2004,  there are no options,  warrants,
      conversion  privileges  or  other  rights,  agreements,   arrangements  or
      commitments (pre-emptive,  contingent or otherwise) obligating Acquiror to
      issue or sell any shares of Acquiror or securities or  obligations  of any
      kind convertible into or exchangeable for any shares of Acquiror. Acquiror
      has committed to use best efforts to register certain Acquiror Shares that
      underlie  securities issued in previous private placements and has granted
      piggyback  registration rights in respect of certain outstanding warrants.
      All outstanding  Acquiror Shares have been duly authorized and are validly
      issued and outstanding as fully paid and  non-assessable  shares,  free of
      pre-emptive  rights.  There are no outstanding bonds,  debentures or other
      evidences of  indebtedness  of Acquiror  having the right to vote (or that
      are  convertible for or exercisable  into  securities  having the right to
      vote) with the holders of the Acquiror Shares on any matter. Acquiror does
      not have any obligation to repurchase,  redeem or otherwise acquire any of
      its outstanding securities. No holder of securities issued by Acquiror has
      any right to compel Acquiror to register or otherwise  qualify  securities
      for public sale in Canada or the United States or elsewhere.



                                       30


(c)   Authority and No Violation.  Acquiror has the necessary  corporate  power,
      authority  and  capacity to enter into this  Agreement  and to perform its
      obligations  under this  Agreement.  The  execution  and  delivery of this
      Agreement   and  the   consummation   by  Acquiror  of  the   transactions
      contemplated  by this Agreement have been duly  authorized by its board of
      directors and no other corporate  proceedings on its part are necessary to
      authorize  this  Agreement  or  the  transactions   contemplated  by  this
      Agreement.

(d)   Due  Execution.  This  Agreement  has been duly  executed and delivered by
      Acquiror  and  constitutes  its  legal,  valid  and  binding   obligation,
      enforceable   against  it  in  accordance  with  its  terms,   subject  to
      bankruptcy,  insolvency and other  applicable  Laws  affecting  creditors'
      rights generally, and to general principles of equity.

(e)   No Violation or Conflict.  The  authorization  of this  Agreement  and the
      execution and delivery by Acquiror of this  Agreement and the  performance
      by it of its  obligations  under this  Agreement and the completion of the
      Transaction, will not:

      (i)   result  (with  or  without  notice  or the  passage  of  time)  in a
            violation or breach of, or constitute a default  under,  require any
            consent to be  obtained  under or give rise to any third party right
            of  termination,  cancellation,  acceleration,  penalty  or  payment
            obligation or right of purchase or sale under, any provision of:



                                       31


            (A)   its certificate of incorporation,  articles,  by-laws or other
                  charter documents or any agreement with a shareholder;

            (B)   any Laws  (subject to  obtaining  the  Regulatory  Approvals),
                  except to the  extent  that the  violation  or  breach  of, or
                  failure  to obtain  any  consent  under,  any Laws  could not,
                  individually  or in the  aggregate,  reasonably be expected to
                  have a Material Adverse Effect on Acquiror; or

            (C)   any  Contract,  licence,  permit,  government  grant  to which
                  Acquiror  is party or by which it is  bound,  except  as could
                  not, individually or in the aggregate,  reasonably be expected
                  to have a Material Adverse Effect on Acquiror;

      (ii)  result in the imposition of any encumbrance, charge or lien upon any
            of  its  assets,  except  as  could  not,  individually  or  in  the
            aggregate,  reasonably be expected to have a Material Adverse Effect
            on Acquiror;

      (iii) give  rise  to  any  right  of   termination  or   acceleration   of
            indebtedness of Acquiror, or cause any such indebtedness to come due
            before  its  stated  maturity,  or cause  any  available  credit  of
            Acquiror to cease to be available, except as could not, individually
            or in the  aggregate,  reasonably  be  expected  to have a  Material
            Adverse Effect on Acquiror; or

      (iv)  restrict,  hinder,  impair or limit the ability of Acquiror to carry
            on the business of Acquiror as and where it is now being carried on,
            except as could not, individually or in the aggregate, reasonably be
            expected to have a Material Adverse Effect on Acquiror.

(f)   Third  Party  Consents  and  Approvals.  No  consent,  approval,  order or
      authorization   of,  or  declaration  or  filing  with,  any  Governmental
      Authority  or third  party is  required  to be  obtained  by  Acquiror  in
      connection  with the  execution  and  delivery  of this  Agreement  or the
      consummation by Acquiror of the Transaction other than:

      (i)   the Regulatory Approvals relating to Acquiror;

      (ii)  filings under the Securities  Act, stock exchange or stock quotation
            system  rules,  U.S.  state  "blue  sky"  laws and  similar  Laws as
            contemplated   by  this  Agreement  or  to  provide  notice  of  the
            Transaction;

      (iii) consents of Acquiror's lenders; and

      (iv)  any other consents, approvals, orders, authorizations,  declarations
            or filings of or with a third party or Governmental Authority which,
            if not  obtained,  could  not,  individually  or in  the  aggregate,
            reasonably be expected to prevent or delay the Transaction or have a
            Material Adverse Effect on Acquiror.



                                       32


(g)   Investment  Canada Act. The Acquiror is a non-Canadian  within the meaning
      of the Investment Canada Act.

(h)   Reports.  Acquiror  has filed with the SEC by posting on the EDGAR  system
      true and complete copies of all forms, reports, schedules,  statements and
      other documents required in accordance with applicable Laws to be filed by
      it since December 31, 2003 (such forms, reports, schedules, statements and
      other  documents,  including any financial  statements or other documents,
      including any schedules included therein, are referred to as the "Acquiror
      Documents")  except for where such failure to file could not reasonably be
      expected to have a Material Adverse Effect on Acquiror or the transactions
      contemplated  hereby.  Such documents,  at the time filed, did not contain
      any  misrepresentation of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in the  light  of the  circumstances  under  which  they  were  made,  not
      misleading and complied in all material  respects with the requirements of
      applicable  securities  Laws.  Acquiror  has not  filed  any  confidential
      material  change report with any securities  authority or regulator or any
      stock exchange or other self-regulatory authority which at the date hereof
      remains confidential.

(i)   Financial Statements. The Acquiror Financial Statements have been prepared
      in accordance  with the generally  accepted  accounting  principles in the
      United  States of America and  applicable  Laws.  The  Acquiror  Financial
      Statements  present fairly,  in all material  respects,  the  consolidated
      financial  position  and  results  of  operations  of  Acquiror  as of the
      respective  dates thereof and for the respective  periods  covered thereby
      applied  on a basis  consistent  with the  immediately  prior  period  and
      throughout the periods indicated (except as may be indicated  expressly in
      the notes thereto),  and in the case of unaudited  statements,  to normal,
      recurring  year-end  adjustments  and the absence of notes.  The  Acquiror
      Financial  Statements reflect appropriate and adequate reserves in respect
      of  contingent  liabilities,  if any,  of  Acquiror  as of the date of the
      balance sheets contained in such statements.

(j)   Absence of Certain  Changes or Events.  Except as set out in the unaudited
      financial  statements  of Acquiror for the six month period ended June 30,
      2004,  or as Publicly  Disclosed  by  Acquiror,  since  December  31, 2003
      Acquiror  has  conducted  its  business  only in the  ordinary  course  of
      business consistent with past practice and there has not occurred:

      (i)   a  Material   Adverse   Change  with  respect  to  Acquiror  or  any
            circumstances   or  events  that  could,   individually  or  in  the
            aggregate, reasonably be expected to give rise to a Material Adverse
            Change with respect to Acquiror;

      (ii)  any resolution to approve a split, consolidation or reclassification
            of the Acquiror Shares; or



                                       33


      (iii) any change in its  accounting  methods,  policies  or  practices  or
            revaluation of assets.

(k)   Acquiror  Shares.  The Acquiror Shares to be issued upon the completion of
      the  Transaction  will be duly and  validly  issued by  Acquiror  on their
      respective dates of issue as fully paid and non-assessable  securities and
      shall be freely tradeable in Canada without  restriction  (except pursuant
      to  restrictions  on  "control   person"  trades  or  pursuant  to  escrow
      arrangements).

(l)   No Default.  Acquiror is not in default under,  and there exists no event,
      condition  or  occurrence  which,  after  notice or lapse of time or both,
      would constitute such a default under any Contract which,  individually or
      in the aggregate,  could reasonably be expected to have a Material Adverse
      Effect on Acquiror.

(m)   Data  and  Information.  To  the  knowledge  of  Acquiror,  the  data  and
      information in respect of Acquiror and its assets, liabilities,  business,
      operations and capital  provided by Acquiror to Target was and is accurate
      and  correct  in  all  material  respects,  taken  as a  whole,  as at the
      respective  dates thereof and, taken as a whole,  did not and does not now
      omit any data or  information  necessary  to make any data or  information
      provided  not  misleading  in any material  respects as at the  respective
      dates thereof.

(n)   Engineering  Report.  Acquiror has provided to Sproule  Associates Limited
      ("Sproule"), independent geological and petroleum engineering consultants,
      all  material  information  concerning  land  descriptions  and well  data
      respecting the principal oil and gas assets of Acquiror at January 1, 2004
      in respect  of the  Acquiror  Reserve  Reports  and,  in  particular,  all
      material information  respecting Acquiror's interests in its principal oil
      and gas assets and the royalty  burdens and net profits  interest  burdens
      thereon  and  Acquiror  is not aware of any  information  not  provided to
      Sproule  that  would  have a  material  adverse  impact on the  evaluation
      report, taken as a whole.

(o)   Environmental. Except as Publicly Disclosed by Acquiror and except for any
      matters that could not,  individually  or in the aggregate,  reasonably be
      expected to have a Material Adverse Effect on Acquiror:

      (i)   all  operations  of Acquiror  have been  conducted,  and are now, in
            compliance with all Environmental Laws; and

      (ii)  Acquiror is not subject to:

            (A)   any   Environmental   Law  or  terms   of  any   environmental
                  authorization, period or licence which requires or may require
                  any material work, repairs,  construction,  change in business
                  practices or operations, or expenditures; or

            (B)   any written  demand,  notice or order with respect to a breach
                  of or liability  under any  Environmental  Laws  applicable to
                  Acquiror.



                                       34


(p)   Compliance with Laws. Except as Publicly  Disclosed by Acquiror,  Acquiror
      has complied with and is not in violation of any  applicable  Laws,  other
      than non-compliance or violations which would not,  individually or in the
      aggregate,  reasonably  be expected to have a Material  Adverse  Effect on
      Acquiror.

(q)   Tax Matters:

      (i)   Acquiror has filed, or caused to be filed,  all Tax Returns required
            to be filed by it in the form and within the time  prescribed  under
            applicable  Laws for so doing (all of which returns were correct and
            complete in all material  respects),  and has paid,  or caused to be
            paid,  all  Taxes  shown  to be due  and  payable  thereon,  and the
            Acquiror  Financial  Statements  contain an  adequate  provision  in
            accordance  with  generally  accepted  accounting  principles in the
            United  States of America  for all Taxes  payable in respect of each
            period covered by such Acquiror  Financial  Statements and all prior
            periods to the extent such Taxes have not been paid,  whether or not
            due and  whether  or not  shown  as  being  due on any Tax  Returns.
            Acquiror has made adequate  provision in accordance  with  generally
            accepted  accounting  principles  in the United States of America in
            its books and records for any material  amounts of Taxes accruing in
            respect of any accounting  period which has ended  subsequent to the
            period covered by such Acquiror Financial Statements; and

      (ii)  Acquiror has not received any  notification  of current or impending
            audits or  investigations  by any taxing  authority,  including  any
            sales tax authority, in connection with any of the Tax Returns filed
            or  required  to be filed,  and no waivers of time  limitations,  or
            objections or appeals to any assessments or reassessments, have been
            given or requested or made with respect to Acquiror.  All  liability
            of Acquiror  for Taxes has been  assessed for up to the fiscal years
            ended December 31, 2003 and adequate  accruals have been provided in
            the  Acquiror  Financial  Statements  in  respect  thereof.  To  the
            knowledge of Acquiror, Acquiror has not received written notice from
            any  taxing  authority  to the  effect  that any Tax Return is being
            examined for assessment, or there are no written proposals to assess
            additional  Taxes.  No liens  have been  filed to enforce or collect
            Taxes.  Acquiror is not a party to any tax sharing or other  similar
            agreement  or  arrangement  of any  nature  with  any  other  Person
            pursuant  to  which   Acquiror   has  or  could  have  any  material
            liabilities  in respect of Taxes,  other than any liability  arising
            under an agreement  providing for the sale or other  disposition  of
            property by Acquiror. Acquiror has not received a material refund of
            any Taxes to which it was not entitled.

(r)   Licences,  etc..  Acquiror  owns,  possesses,  or has  obtained  and is in
      compliance with all licences,  permits,  certificates,  orders, grants and
      other  authorizations of or from any Governmental  Authority  necessary to
      conduct its  businesses as now  conducted  except where failure could not,
      individually  or in  the  aggregate,  reasonably  be  expected  to  have a
      Material Adverse Effect on Acquiror.



                                       35


(s)   Cumulative Breach. The breaches,  if any, of the  representations  made by
      Acquiror  in this  Agreement  that would occur if all  references  in such
      representations  to phrases concerning  materiality were deleted,  are not
      breaches that in the aggregate represent circumstances which have or would
      reasonably be expected to have a Material  Adverse Effect on Acquiror,  or
      constitute,  or would  reasonably  be expected to  constitute,  a Material
      Adverse Change in respect of Acquiror.

(t)   Contingent  Liabilities.  Except as set forth in the  unaudited  financial
      statements of Acquiror for the six month period ended June 30, 2004, or as
      Publicly  Disclosed  by  Acquiror,  or  for  liabilities  and  obligations
      incurred in the ordinary course of business  consistent with past practice
      since  December  31,  2003,  Acquiror  does not have  any  liabilities  or
      obligations  of any  nature  (whether  accrued,  absolute,  contingent  or
      otherwise)  except for those that could not, in the aggregate,  reasonably
      be expected to have a Material Adverse Effect on Acquiror.

(u)   Books and Records.  The financial books, records and accounts of Acquiror,
      in all material respects:

      (i)   have  been   maintained  in  accordance   with  generally   accepted
            accounting  principles  in the  United  States of America on a basis
            consistent   with  prior  years  after   incorporating   changes  in
            accounting policy;

      (ii)  are stated in reasonable  detail and  accurately  and fairly reflect
            the  material   transactions  and  dispositions  of  the  assets  of
            Acquiror; and

      (iii) accurately and fairly  reflect the basis for the Acquiror  Financial
            Statements.

      Acquiror  has  devised  and  maintains  a system  of  internal  accounting
      controls sufficient to provide reasonable assurances that transactions are
      executed in accordance with management's general or specific authorization
      and  transactions  are  recorded as  necessary  to permit  preparation  of
      financial  statements in conformity  with  generally  accepted  accounting
      principles in the United States of America and to maintain  accountability
      for assets.  Acquiror's  corporate  minute  books  contain  minutes of all
      meetings and  resolutions  of the directors (and  committees  thereof) and
      shareholders  held,  and full access  thereto has been  provided to Target
      with the exception of minutes of relating to the Transaction.

(v)   Litigation. Except as Publicly Disclosed by Acquiror:

      (i)   there is no claim, action, proceeding or investigation that has been
            commenced  or, to the  knowledge  of  Acquiror,  threatened  against
            Acquiror  before any  Governmental  Authority  which,  if determined
            adversely  to Acquiror,  could,  individually  or in the  aggregate,
            reasonably be expected to have either a Material  Adverse  Effect on
            Acquiror  or to  prevent or  materially  delay  consummation  of the
            Transaction;



                                       36


      (ii)  Acquiror is not subject to any outstanding  judgement,  order, writ,
            injunction  or decree that  involves or may involve,  or requires or
            may  require  an  expenditure  of a  material  amount  of money as a
            condition to or a necessity  for the right or ability of Acquiror to
            conduct its  business in a manner in which it  currently  carries on
            such  business  which  could,  individually  or  in  the  aggregate,
            reasonably be expected to have a Material Adverse Effect on Acquiror
            or that could prevent or delay consummation of the Transaction; and

      (iii) Acquiror is not subject to any warranty, negligence,  performance or
            other claims or disputes or potential  claims or disputes in respect
            of products or services  currently  being  delivered  or  previously
            delivered,  and to the knowledge of Acquiror  there are no events or
            circumstances which could reasonably be expected to give rise to any
            such claims or disputes or  potential  claims or  disputes,  in each
            case which could,  individually  or in the aggregate,  reasonably be
            expected to have a Material Adverse Effect on Acquiror.

(w)   Compliance  with Laws.  Acquiror has complied with and is not in violation
      of any applicable  Laws,  other than  non-compliance  or violations  which
      could not,  individually  or in the  aggregate,  reasonably be expected to
      have  a  Material  Adverse  Effect  on  Acquiror.   Without  limiting  the
      generality of the  foregoing,  all securities of Acquiror have been issued
      in compliance with all applicable securities Laws and all securities to be
      issued upon exercise of convertible  or  exchangeable  securities  will be
      issued in compliance with all applicable securities Laws.

(x)   Title.  While it does not warrant title, and with the exception of oil and
      gas industry standard "permitted  encumbrances",  Acquiror is not aware of
      any defects,  failures or impairments in or  encumbrances  on the title of
      Acquiror to its oil and gas properties,  directly or indirectly  reflected
      in the Acquiror Reserve Reports,  which in aggregate could have a Material
      Adverse Effect on Acquiror.

(y)   Non-Arm's Length  Transactions.  Except as Publicly  Disclosed by Acquiror
      and except as regards  Target,  there are no material  Contracts  or other
      transactions  between  Acquiror,  on the  one  hand,  and any  officer  or
      director of Acquiror,  any holder of record or  beneficial  owner of 5% or
      more of the voting  securities of Acquiror,  or any Affiliate or associate
      of any such officer, director or beneficial owner, on the other hand.

(z)   Fees.  Acquiror has delivered to Target  complete copies of all agreements
      that  could  give rise to any  claim for an  advisory  fee,  success  fee,
      brokerage commission,  finder's fee or other like payment against Acquiror
      in connection with the Transaction.

(aa)  Reserves. The proven,  probable and possible oil and gas reserves Publicly
      Disclosed by Acquiror  have been  prepared  and  disclosed in all material
      respects in accordance with accepted engineering  practices and applicable
      Laws.



                                       37


(bb)  Operational Matters.  Except as Publicly Disclosed by Acquiror or as could
      not,  individually  or in the aggregate,  reasonably be expected to have a
      Material  Adverse  Effect  on  Acquiror:

      (i)   all rentals,  royalties,  overriding royalty  interests,  production
            payments,  net profits,  interest  burdens and other payments due or
            payable on or prior to the date hereof  under or with respect to the
            direct or indirect assets of Acquiror, have been properly and timely
            paid;

      (ii)  all  rentals,   payments,   and   obligations  due  and  payable  or
            performable  on or prior to the date  hereof  under or on account of
            any of the  direct or  indirect  assets of  Acquiror  have been duly
            paid, performed, or provided for prior to the date hereof;

      (iii) all:

            (A)   wells where  Acquiror is  operator at the  relevant  time have
                  been drilled and completed in accordance with good oil and gas
                  field practices and in compliance with all applicable Laws;

            (B)   wells  located in or on Acquiror's  lands,  or lands pooled or
                  unitized  therewith,  which have been  abandoned  by Acquiror,
                  have been abandoned in accordance  with good oil and gas field
                  practices and in compliance with all applicable Laws; and

            (C)   all   future   abandonment,    remediation   and   reclamation
                  obligations  have been  accurately  disclosed  in the Acquiror
                  Documents;

      (iv)  all costs, expenses, and liabilities payable on or prior to the date
            hereof  under the terms of any  contracts  and  agreements  to which
            Acquiror is  directly or  indirectly  bound have been  properly  and
            timely paid,  except for such expenses that are being currently paid
            prior to delinquency in the ordinary course of business;

      (v)   there are no pipeline and production  imbalances and penalties as of
            the date hereof  arising with respect to the assets and no purchaser
            is entitled  to  material  "make-up"  or  otherwise  take or receive
            deliveries of  hydrocarbons  attributable  to  Acquiror's  direct or
            indirect interest in Acquiror's assets without paying at the time of
            such deliveries the full contract price therefor;

      (vi)  no Person is entitled to receive any portion of  hydrocarbons  or to
            receive   material   cash  or  other   payments  to  "balance"   any
            disproportionate allocation of hydrocarbons produced from Acquiror's
            assets  under any  operating  agreement,  gas  balancing  or storage
            agreement,    gas   processing   or   dehydration   agreement,   gas
            transportation   agreement,   gas  purchase   agreement,   or  other
            agreement, whether similar or dissimilar; and

      (vii) no claim, notice, or order from any Governmental  Authority has been
            directly  or  indirectly  received by  Acquiror  due to  hydrocarbon
            production  from  Acquiror's  assets  being in excess  of  allowable
            limits or similar  violations  which could result in  curtailment of
            hydrocarbon production from any of its assets after the date hereof.



                                       38


(cc)  Flow  Through   Shares.   Acquiror  has  fulfilled  all  of  its  material
      obligations to incur and renounce  exploration and development expenses in
      the  full  amount  of any  subscription  funds  received  pursuant  to any
      flow-through common share subscription agreements.

(dd)  Government  Incentives.  All filings  made by Acquiror  under which it has
      received  or is  entitled  to  government  incentives,  have  been made in
      accordance, in all material respects, with all applicable Laws and contain
      no  misrepresentations of material fact or omit to state any material fact
      which  could  cause any  amount  previously  paid to such  corporation  or
      previously accrued on the accounts thereof to be recovered or disallowed.

(ee)  Delivery  Obligations.  Except  as  reflected  in the  Acquiror  Financial
      Statements,   Acquiror  is  not   obligated  by  virtue  of  a  prepayment
      arrangement  under any gas contract  containing a "take or pay" or similar
      provision,  or gas imbalances,  a production payment,  prepaid contract or
      any  other  arrangement  to  deliver  a  material  amount  of  gas  or oil
      attributable  to its  properties  at  some  future  time  without  then or
      thereafter receiving full payment therefor.

(ff)  Long  Term  Contracts.  Except  as  disclosed  to  Target,  to  Acquiror's
      knowledge,   there  are  no  production  sales  contracts,  gas  balancing
      agreements  or  arrangements  under which it, or any Person  acting on its
      behalf,  is obligated  to sell or deliver  material  petroleum  substances
      allocable  to the  petroleum  and natural gas rights to any Person,  other
      than contracts which may be terminated on notice of less than 32 days.

(gg)  Productions  Penalties.  Acquiror's  wells are not subject to a production
      penalty whereby the production  proceeds allocable to Acquiror's  interest
      are payable to a Person until an amount  calculated  in respect of certain
      cost and expenses paid by such Person are recovered by such Person.

3.3   SURVIVAL

      For the avoidance of doubt, the  representations  and warranties of Target
and Acquiror  contained  herein shall survive the execution and delivery of this
Agreement  but  shall  terminate  on the  earlier  of the  termination  of  this
Agreement in accordance with its terms and the day after the Effective Date. Any
investigation by a Party and its advisors shall not mitigate, diminish or affect
the representations and warranties of another Party.



                                       39


                                    ARTICLE 4
                                    COVENANTS

4.1   RETENTION OF GOODWILL

(a)   During the  Pre-Effective  Date Period,  Target will,  subject to the fact
      that a transaction involving its business is contemplated hereby, continue
      to carry on the  business  of Target  in a manner  consistent  with  prior
      practice,  working to preserve its attendant goodwill and to contribute to
      retention of that goodwill to and after the Effective Date, but subject to
      the  following  provisions  of this Article 4. The  provisions  of Section
      4.2(a) are intended to be in furtherance of this general commitment.

(b)   Nothing  contained  in this  Agreement  shall give  Acquiror,  directly or
      indirectly, the right to control or direct Target's operations. During the
      Pre-Effective  Date Period,  Target shall exercise,  consistent  with, and
      subject to the  limitations  provided by, the terms and conditions of this
      Agreement, complete control and supervision over its operations.

4.2   COVENANTS OF TARGET

(a)   Target covenants and agrees that,  during the  Pre-Effective  Date Period,
      except:

      (i)   with the  consent of  Acquiror  to any  deviation  therefrom,  which
            consent shall not be unreasonably withheld or delayed;

      (ii)  as Publicly Disclosed by Target;

      (iii) with respect to any matter expressly  contemplated by this Agreement
            or Ancillary  Documents,  including the  transactions  involving the
            businesses of Target and Acquiror contemplated by such documents; or

      (iv)  as required by Law;

      Target will:

      (v)   not commit to make (a) an acquisition of an interest or interests in
            one or more petroleum and natural gas leases or similar  instruments
            (whether by purchase, farmin or at a Crown Sale), or (b) any capital
            expenditure  with  respect  to the  assets of  Target,  or  propose,
            initiate  or  authorize  any such  capital  expenditure,  if  Target
            reasonably  expects that the consideration  payable pursuant to such
            acquisition  or  capital  expenditure  will  exceed  $50,000  in any
            individual case or $250,000 in the aggregate,  except where required
            urgently for the protection of the environment,  property or Persons
            (including  the  prevention  of death or  injury)  or  except  where
            non-participation  would  result  in a loss of land  interests.  The
            Acquiror's consent shall be deemed given to any capital  expenditure
            unless within five  Business  Days of request of such  consent,  the
            Acquiror notifies Target in writing that it does not consent to such
            expenditure;



                                       40


      (vi)  continue to carry on its business in the ordinary course  consistent
            with past practice in all material respects and, to use commercially
            reasonable   efforts  to  preserve   intact  its  present   business
            organization,  and its  relationships  with  those  having  material
            business dealings with it, to the end that its goodwill and business
            shall not be impaired in a manner that could, individually or in the
            aggregate,  reasonably be expected to have a Material Adverse Effect
            on the  Target;  provided,  however,  that no action by Target  with
            respect to matters specifically  addressed by any other provision of
            this Section  shall be deemed a breach of this  Section  unless such
            action  would  constitute  a  breach  of one or more  of such  other
            provisions;

      (vii) not split,  consolidate or reclassify any of the outstanding  shares
            of Target nor declare, set aside or pay any dividends on or make any
            other  distributions  on or in respect of the outstanding  shares of
            Target;

      (viii) not amend the articles or by-laws of Target;

      (ix)  not sell, pledge,  encumber,  allot, reserve, set aside or issue, or
            purchase  or  redeem,  any  shares  in its  capital  or any class of
            securities convertible or exchangeable into, or rights,  warrants or
            options to  acquire,  any such shares or other  securities  having a
            right to vote or  convertible  or  exchangeable  into such shares or
            securities,  except for the  issuance of Target  Shares  pursuant to
            Target Warrants;

      (x)   not  amend,  vary or modify the Target  Warrants  or Target  Benefit
            Plans involving Target Shares;

      (xi)  not  reorganize,  amalgamate  or merge Target with any other Person,
            nor  acquire  or  agree  to  acquire  by  amalgamating,  merging  or
            consolidating  with,  purchasing a  substantial  equity  interest or
            substantial  portion of the  business  of, any  business  or Person,
            which   acquisition  would  be  material  to  Target's  business  or
            financial condition on a consolidated basis;

      (xii) not sell,  leave,  encumber,  farm-out or  otherwise  dispose of any
            assets of the Target except with the consent of Acquiror, except for
            sales of Petroleum Substances in the ordinary course consistent with
            past practices;

      (xiii) not:

            (A)   in the case of  directors  and  officers of the Target,  enter
                  into  or  modify  any  employment,  retention,  severance,  or
                  similar  agreements,  policies or arrangements  with, or grant
                  any bonuses, salary increases, pension or supplemental pension
                  benefits,  profit  sharing,  retirement  allowances,  deferred
                  compensation, incentive compensation,  retention, severance or
                  termination  pay to or any other form of  compensation  to, or
                  increase  of  benefits  payable  to, or make any loan to,  any
                  officers or directors of Target other than as  contemplated by
                  this Agreement or required under the terms of a Target Benefit
                  Plan or written  employment  agreement  in effect prior to the
                  date of this  Agreement (or permitted to be entered under this
                  Agreement) or for annual  increases in the ordinary  course of
                  business  consistent  with past practice or in connection with
                  promotions in the ordinary course of business  consistent with
                  past practice; or



                                       41


            (B)   in the case of employees  who are not officers or directors of
                  Target,  take any action with respect to the entering  into or
                  modification   of  any   employment,   retention,   severance,
                  collective  bargaining  or  similar  agreements,  policies  or
                  arrangements or grant any bonuses,  salary increases,  pension
                  or supplemental pension benefits,  profit sharing,  retirement
                  allowances,  deferred  compensation,  incentive  compensation,
                  retention,  severance or termination  pay or any other form of
                  compensation   that  are  individually  or  in  the  aggregate
                  material to Target or any  increase of  benefits  payable,  or
                  make any loans to employees  that are  individually  or in the
                  aggregate  material to Target,  other than as required by Law,
                  or as  contemplated  by this  Agreement  or as required by the
                  terms of a Target Benefit Plan or written employment agreement
                  in effect prior to the date of this Agreement (or permitted to
                  be entered under this  Agreement)  or for annual  increases in
                  the ordinary course of business  consistent with past practice
                  or in connection  with  promotions  in the ordinary  course of
                  business consistent with past practice;

      (xiv) not guarantee the payment of material indebtedness of another Person
            (other  than in respect  of  Acquiror  or  pursuant  to  contractual
            obligations in effect prior to the date of this Agreement);

      (xv)  not incur material  indebtedness for money borrowed or issue or sell
            any debt  securities  or  warrants or other  rights to acquire  debt
            securities other than pursuant to existing credit facilities without
            amendment  or in  connection  with the  renewal or  replacement  (on
            substantially equivalent terms) of existing credit facilities or for
            short term indebtedness  incurred in the ordinary course of business
            consistent with past practice;

      (xvi) not, except in the ordinary course of business  consistent with past
            practice:

            (A)   satisfy  or settle  any  claims or  liabilities  substantially
                  prior to the same being due, except such as have been reserved
                  against in the Financial  Statements,  which are, individually
                  or in the aggregate, material to the Target;



                                       42


            (B)   grant  any  waiver,  exercise  any  option or  relinquish  any
                  contractual   rights  which  are,   individually   or  in  the
                  aggregate, material to the Target; or

            (C)   enter into any interest  rate,  currency,  equity or commodity
                  swaps, hedges or other similar financial instruments;

      (xvii)use its reasonable commercial efforts to cause its current insurance
            (or re-insurance)  policies not to be cancelled or terminated or any
            of the coverage thereunder to lapse, unless simultaneously with such
            termination,    cancellation   or   lapse,    replacement   policies
            underwritten by insurance and  re-insurance  companies of nationally
            recognized  standing providing coverage equal to or greater than the
            coverage  under the  cancelled,  terminated  or lapsed  policies for
            substantially similar premiums are in full force and effect;

      (xviii) not make any  loans,  advances  or  capital  contributions  to, or
            investments  in, any other Person,  except for those in the ordinary
            course of  business  consistent  with past  practice  which are not,
            individually or in the aggregate, material to Target;

      (xix) not enter into or  terminate  any hedges,  swaps or other  financial
            instruments or like instruments;

      (xx)  not make any changes to existing  accounting  practices  relating to
            Target  except as required  by Law or a  Governmental  Authority  or
            required by generally accepted  accounting  principles in Canada, or
            make any material tax election; and

      (xxi) not  authorize,  agree or propose to take any actions  described  in
            this Section,  other than those  described in subsections  (xvi) and
            (xviii).

(b)   Target shall perform all obligations required or desirable to be performed
      by Target under this  Agreement,  co-operate  with  Acquiror in connection
      therewith,  and do all such other acts and things as may be  necessary  or
      desirable in order to consummate and make effective, as soon as reasonably
      practicable,  the transactions contemplated in this Agreement and, without
      limiting the generality of the foregoing Target will:

      (i)   use  commercially   reasonable   efforts  to  obtain  the  requisite
            approvals of the Target Securityholders to the Transaction except to
            the extent  that the Board of  Directors  of Target  has  withdrawn,
            modified or qualified its  recommendation to Target  Securityholders
            in accordance with the terms of this Agreement;

      (ii)  advise  Acquiror as  requested,  and on a daily basis on each of the
            last seven  Business Days prior to the Target Meeting (or such later
            date as such  information  is made  available  by CIBC Mellon  Trust
            Company),  as to the  aggregate  tally  of  the  proxies  and  votes
            received  in  respect of the Target  Meeting  and all  matters to be
            considered at such meeting;



                                       43


      (iii) apply for and use  commercially  reasonable  efforts  to obtain  all
            Regulatory  Approvals  relating  to Target and, in doing so, to keep
            Acquiror  informed  as to the status of the  proceedings  related to
            obtaining the Regulatory  Approvals,  including  providing  Acquiror
            with copies of all related  applications and  notifications in order
            for  Acquiror  to provide  its  reasonable  comments  and  providing
            Acquiror with copies of all material correspondence;

      (iv)  use  commercially   reasonable   efforts  to  effect  all  necessary
            registrations,  filings and  submissions of information  required by
            Governmental Authorities from Target relating to the Transaction;

      (v)   use commercially reasonable efforts to obtain all necessary waivers,
            consents  and  approvals  required  to be  obtained  by  Target or a
            subsidiary in connection with the Transaction  from other parties to
            any material loan agreements, leases or other material contracts;

      (vi)  carry  out the  terms  of the  Interim  Order  and the  Final  Order
            applicable to it and use commercially  reasonable  efforts to comply
            promptly with all  requirements  which applicable Laws may impose on
            Target  with  respect  to  the  transactions  contemplated  by  this
            Agreement;

      (vii) use commercially reasonable efforts to defend all lawsuits and other
            legal,  regulatory  or  other  proceedings  to  which  it is a party
            challenging or affecting this Agreement or the  consummation  of the
            transactions contemplated by this Agreement;

      (viii)use commercially  reasonable efforts to have lifted or rescinded any
            injunction or  restraining  order  relating to Target or other order
            which may adversely  affect the ability of the Parties to consummate
            the transactions contemplated by this Agreement;

      (ix)  provide  Acquiror  with a  copy  of any  purported  exercise  of the
            Dissent   Rights  and  written   communications   with  any  holders
            exercising or purporting to exercise Dissent Rights,  and not settle
            or compromise any claim brought by any present,  former or purported
            holder of any of its securities in connection with the  Transaction;
            and

      (x)   promptly advise Acquiror orally and, if then requested, in writing:

            (A)   of  any  event  occurring  subsequent  to  the  date  of  this
                  Agreement that would render any  representation or warranty of
                  Target   contained   in  this   Agreement   (except  any  such
                  representation  or warranty  which speaks  solely as of a date
                  prior to the  occurrence  of such event),  if made on or as of
                  the  date of such  event  or the  Effective  Time,  untrue  or
                  inaccurate in any material respect;



                                       44


            (B)   of any Material Adverse Change in respect of Target; and

            (C)   of any material  breach by Target of any covenant or agreement
                  contained in this Agreement.

(c)   Acquiror and its  representatives  will be permitted  reasonable access to
      Target's  offices,   staff,  field  offices,   properties  and  management
      personnel  to  permit  Acquiror  to  be  in a  position  to  expeditiously
      integrate  the business and  operations  of Acquiror with that of Acquiror
      immediately  upon the  Effective  Date  without  causing any  unreasonable
      disruptions  to Target's  business or  operations  prior to the  Effective
      Time.

4.3   COVENANTS OF ACQUIROR

(a)   Acquiror  covenants and agrees that during the Pre-Effective  Date Period,
      except:

      (i)   with the consent of Target to any deviation therefrom, which consent
            shall not be unreasonably withheld or delayed; or

      (ii)  with  respect  to any  matter  contemplated  by  this  Agreement  or
            Ancillary  Documents,   including  the  transactions  involving  the
            businesses of Target and Acquiror contemplated by such documents;

      Acquiror will:

      (iii) continue to carry on its business in the ordinary course  consistent
            with past practice in all material respects and, to use commercially
            reasonable   efforts  to  preserve   intact  its  present   business
            organization,  and its  relationships  with  those  having  material
            business dealings with it, to the end that its goodwill and business
            shall not be impaired in a manner that could, individually or in the
            aggregate,  reasonably be expected to have a Material Adverse Effect
            on  Acquiror;  provided,  however,  that no action by Acquiror  with
            respect to matters specifically  addressed by any other provision of
            this Section  shall be deemed a breach of this  Section  unless such
            action  would  constitute  a  breach  of one or more  of such  other
            provisions;

      (iv)  not split, consolidate or reclassify any of the outstanding Acquiror
            Shares;  or declare,  set aside or pay any  dividends on or make any
            other  distributions  on or in respect of the  outstanding  Acquiror
            Shares;

      (v)   not,  except (A) as  Publicly  Disclosed  by  Acquiror;  (B) for the
            issuance  of options  to acquire  Acquiror  Shares to  employees  of
            Acquiror; or (C) pursuant to currently  outstanding  instruments and
            obligations;  sell, pledge,  encumber,  allot, reserve, set aside or
            issue, or purchase or redeem, any shares in its capital or any class
            of securities convertible or exchangeable into, or rights,  warrants
            or options to acquire,  any such shares or other securities having a
            right to vote or  convertible  or  exchangeable  into such shares or
            securities; or



                                       45


      (vi)  reorganize,  amalgamate or merge Acquiror with any other Person, nor
            acquire by amalgamating, merging or consolidating with, purchasing a
            majority of the voting securities or substantially all of the assets
            of or otherwise,  any business or Person which  acquisition or other
            transaction  would  reasonably  be expected to prevent or materially
            delay the Transactions beyond the Outside Date.

(b)   Acquiror  shall  perform  all  obligations  required  or  desirable  to be
      performed by it under this Agreement, co-operate with Target in connection
      therewith,  and do all such other acts and things as may be  necessary  or
      desirable in order to consummate and make effective, as soon as reasonably
      practicable,  the transactions contemplated by this Agreement and, without
      limiting the generality of the foregoing, shall:

      (i)   apply for and use  commercially  reasonable  efforts  to obtain  all
            Regulatory  Approvals relating to Acquiror and, in doing so, to keep
            Target  informed  as to the  status of the  proceedings  related  to
            obtaining the Regulatory Approvals,  including providing Target with
            copies of all related  applications  and  notifications in order for
            Target to provide its reasonable  comments and providing Target with
            copies of all material correspondence;

      (ii)  use  commercially   reasonable   efforts  to  effect  all  necessary
            registrations,  filings and  submissions of information  required by
            Governmental Authorities from Acquiror relating to the Transaction;

      (iii) use commercially reasonable efforts to obtain all necessary waivers,
            consents  and  approvals  required  to be  obtained by Acquiror or a
            subsidiary in connection with the Transaction  from other parties to
            any material loan agreements, leases or other material contracts;

      (iv)  carry out the terms of the Interim Order and Final Order  applicable
            to it and use  commercially  reasonable  efforts to comply  promptly
            with all  requirements  which applicable Laws may impose on Acquiror
            with respect to the transactions contemplated by this Agreement;

      (v)   use commercially  reasonable efforts to defend all lawsuits or other
            legal,  regulatory  or  other  proceedings,  to which it is a party,
            challenging or affecting this Agreement or the  consummation  of the
            transactions contemplated hereby;

      (vi)  use commercially  reasonable efforts to have lifted or rescinded any
            injunction or restraining  order relating to Acquiror or other order
            which may adversely  affect the ability of the Parties to consummate
            the transactions contemplated by this Agreement; and

      (vii) to promptly advise Target orally and, if then requested, in writing:



                                       46


            (A)   of  any  event  occurring  subsequent  to  the  date  of  this
                  Agreement that would render any  representation or warranty of
                  Acquiror   contained  in  this  Agreement   (except  any  such
                  representation  or warranty  which speaks  solely as of a date
                  prior to the  occurrence  of such event),  if made on or as of
                  the  date of such  event  or the  Effective  Time,  untrue  or
                  inaccurate in any material respect;

            (B)   of any Material Adverse Change in respect of Acquiror; and

            (C)   of  any  material  breach  by  Acquiror  of  any  covenant  or
                  agreement contained in this Agreement.

(c)   As soon as practicable  following the Effective Time,  Acquiror shall take
      all actions as are within its control to appoint to the board of directors
      of Acquiror an  individual  to be mutually  agreed  between  Acquiror  and
      Target.

4.4   TARGET COVENANTS REGARDING NON-SOLICITATION

(a)   Target  shall,  and  shall  cause  the  officers,  directors,   employees,
      representatives  and agents of Target to,  cease  immediately  all current
      discussions and negotiations  regarding any proposal that constitutes,  or
      may  reasonably  be  expected  to lead to, an  Acquisition  Proposal,  and
      request  and  enforce  the  return  or  destruction  of  all  confidential
      information provided in connection therewith. Target shall not release any
      third party from any  confidentiality  agreement or  standstill  agreement
      (except to allow such party to propose a Superior Proposal).

(b)   Subject to Section  4.5, and unless  otherwise  consented to in writing by
      Acquiror,  Target shall not, directly or indirectly,  through any officer,
      director, employee, representative or agent of Target:

      (i)   solicit,  initiate,  knowingly  encourage  or  otherwise  facilitate
            (including  by way of  furnishing  information  or entering into any
            form of agreement,  arrangement or understanding)  the initiation of
            any inquiries or proposals regarding an Acquisition Proposal;

      (ii)  participate in any discussions or negotiations regarding, or provide
            any  confidential  information  with  respect  to,  any  Acquisition
            Proposal;

      (iii) approve or recommend,  or publicly  propose to approve or recommend,
            any Acquisition Proposal; or

      (iv)  accept or enter into,  or publicly  propose to accept or enter into,
            any  letter  of  intent,  agreement,  arrangement  or  understanding
            related to any Acquisition Proposal.



                                       47


(c)   Notwithstanding Section 4.4(b), the board of directors of Target shall not
      be prevented from:

      (i)   complying with Target's disclosure obligations under applicable Laws
            with regard to an Acquisition Proposal;

      (ii)  taking any other action to the extent ordered or otherwise  mandated
            by any court of competent jurisdiction; or

      (iii) considering,  participating in any discussions or  negotiations,  or
            entering into a confidentiality  agreement and providing information
            pursuant to Section  4.4(e) if and only to the extent  that,  in any
            such case referred to in this clause (iii), the Target Meeting shall
            not have  occurred,  Target has complied  with this Section 4.4, and
            the board of  directors  of Target  concludes  in good faith,  after
            consultation with its outside legal and financial advisors, that any
            required financing of such Acquisition Proposal is reasonably likely
            to be obtained, and that after taking the steps contemplated in this
            clause (iii), it is reasonably likely that the board of directors of
            Target would determine that such Acquisition  Proposal is a Superior
            Proposal.

(d)   Target shall  forthwith (and in any event within 24 hours) notify Acquiror
      of any  Acquisition  Proposal  and  any  inquiry  that  could  lead  to an
      Acquisition Proposal or any request for non-public information relating to
      Target in  connection  with an  Acquisition  Proposal or for access to the
      properties,  books or records of Target by any Person.  Such notice  shall
      include  a  description  of  the  material  terms  and  conditions  of any
      proposal,  the  identity of the Person  making such  proposal,  inquiry or
      contact and provide such other details of the proposal, inquiry or contact
      as Acquiror may reasonably request. Target shall keep Acquiror informed of
      the status on a current basis, including any change to the material terms,
      of any such  Acquisition  Proposal  or inquiry in a timely  manner,  on at
      least a next day basis.

(e)   If Target receives a request for material  non-public  information  from a
      Person who has made an unsolicited bona fide written Acquisition  Proposal
      and Target is  permitted,  subject to and as  contemplated  under  Section
      4.4(c),  to negotiate the terms of such  Acquisition  Proposal,  then, and
      only in such case,  the board of  directors  of Target may,  provide  such
      Person with access to information regarding Target.

(f)   Target shall ensure that its  officers,  directors  and  employees and any
      financial advisors or other advisors or representatives retained by it are
      aware of the  provisions  of this Section and Target shall be  responsible
      for any breach of this  Section  by its  officers,  directors,  employees,
      representatives or agents.



                                       48


4.5   MATCHING RIGHTS.

(a)   Notwithstanding Section 4.4, Target may not accept, approve,  recommend or
      enter into any  agreement,  understanding  or arrangement in respect of an
      unsolicited Superior Proposal unless:

      (i)   it has complied with this Article 4;

      (ii)  it  has  provided  Acquiror  with a copy  of the  Superior  Proposal
            documents;

      (iii) two Business Days (the "Match  Period")  shall have elapsed from the
            later of the date Acquiror received written notice advising Acquiror
            that  Target's  board of  directors  has  resolved,  subject only to
            compliance with this Section, to accept, approve, recommend or enter
            into an agreement,  understanding  or arrangement in respect of such
            Superior  Proposal  and the date  Acquiror  received  a copy of such
            Superior Proposal; and

      (iv)  at the expiry of the Match  Period it  remains a  Superior  Proposal
            under Section 4.5(b).

      In such circumstances, Target's board of directors may (subject to Article
      6) also withdraw, modify or qualify its recommendation of the Transaction.
      In the event that Target provides Acquiror with the notice contemplated in
      this  Section on a date that is less than two  Business  Days prior to the
      Target Meeting, if requested by Acquiror,  Target shall adjourn the Target
      Meeting  to a date  that is not less than two  Business  Days and not more
      than ten calendar days after the date of such notice.

(b)   During the Match Period, Target agrees that Acquiror shall have the right,
      but not the obligation, to offer to amend the terms of this Agreement. The
      board of  directors  of Target  will review any offer by Acquiror to amend
      the terms of this  Agreement in good faith in order to  determine,  in its
      discretion in the exercise of its fiduciary  duties (but without regard to
      any  requirement  for approval by Acquiror's  Shareholders,  unless it has
      reasonable  grounds to expect that such  shareholder  approval will not be
      obtained), whether Acquiror's offer upon acceptance by Target would result
      in such Superior Proposal ceasing to be a Superior Proposal.  If the board
      of  directors  of Target so  determines,  it will  enter  into an  amended
      agreement with Acquiror  reflecting  Acquiror's  amended proposal.  If the
      board of directors of Target  continues to believe,  in good faith,  after
      consultation  with its financial  advisors and outside counsel,  that such
      Superior  Proposal  remains a  Superior  Proposal  (without  regard to any
      requirement  for  approval  by  Acquiror's  Shareholders,  unless  it  has
      reasonable  grounds to expect that such  shareholder  approval will not be
      obtained) and therefore rejects Acquiror's amended proposal, at the expiry
      of the  Match  Period  in  accordance  with  Section  4.5(a),  Target  may
      immediately  terminate  this Agreement and approve,  recommend,  accept or
      enter into an agreement,  understanding or arrangement with respect to the
      Superior Proposal.

(c)   Target  acknowledges and agrees that each successive material amendment to
      any Acquisition Proposal, including any amendment to the consideration for
      Target Shares,  shall constitute a new Acquisition  Proposal requiring the
      initiation  of a new Match  Period  (each such new Match  Period to be one
      Business Day in length) in respect of that amended Acquisition Proposal.



                                       49


4.6   ACCESS TO INFORMATION

(a)   Subject to Section 4.6(b) and applicable  Laws,  upon  reasonable  notice,
      each of Target  and  Acquiror  shall  afford the other  Party's  officers,
      employees,  counsel,  accountants and other authorized representatives and
      advisors ("Representatives") access, during normal business hours from the
      date hereof and until the earlier of the Effective Date or the termination
      of this Agreement, to its properties, books, contracts and records as well
      as to its management  personnel,  and, during such period,  each of Target
      and Acquiror  shall  furnish  promptly to the other Party all  information
      concerning  its business,  properties and personnel as the other Party may
      reasonably request, and shall afford the other Party's Representatives the
      opportunity,  upon reasonable notice and during normal business hours from
      the date hereof and until the earlier of the Effective Date or termination
      of this  Agreement,  to speak to appropriate  management  personnel as the
      other Party may reasonably  request,  without materially  interfering with
      their other responsibilities.

(b)   Each Party  acknowledges  that  information  provided to it under  Section
      4.6(a)  above  will  contain   information   that  is  non-public   and/or
      proprietary in nature (the "Information"). Except as permitted below, each
      Party will keep  Information  confidential and will not, without the prior
      written consent of the other,  disclose it, in any manner  whatsoever,  in
      whole or in part, to any other Person, and will not use it for any purpose
      other than to evaluate the  transactions  contemplated  by this Agreement.
      Each Party will make all reasonable,  necessary and appropriate efforts to
      safeguard  the  Information  from  disclosure  to  anyone  other  than  as
      permitted hereby and to control the copies, extracts or reproductions made
      of the Information. The Information may be provided to the Representatives
      of the Parties who require  access to the same to assist it in  proceeding
      in good faith with the Transactions,  and whose assistance is required for
      such purposes, provided that it has first informed such Representatives to
      whom  Information  is  provided  that  the  Representative  has  the  same
      obligations,   including  as  to   confidentiality,   restricted  use  and
      otherwise,  that it has with respect to such  Information.  This provision
      shall not apply to such portions of the Information that:

      (i)   are or become generally  available to the public otherwise than as a
            result of disclosure by a Party or its Representatives;

      (ii)  become  available  to a Party  on a  non-confidential  basis  from a
            source other than,  directly or  indirectly,  the other Party or its
            Representatives,  provided  that such source is not to the knowledge
            of  the  first  Party,  upon  reasonable  inquiry,  prohibited  from
            transmitting  the  Information by a contractual,  legal or fiduciary
            obligation;

      (iii) were   known   to  a  Party   or  were  in  its   possession   on  a
            non-confidential  basis prior to being  disclosed to it by the other
            Party or by someone on its behalf; or



                                       50


      (iv)  are required by applicable Laws or court order to be disclosed.  The
            provisions of this Section  4.6(b) shall survive the  termination of
            this Agreement.

4.7   INDEMNIFICATION

(a)   Acquiror agrees that all rights to indemnification or exculpation existing
      in favour of the  directors  or  officers  of  Target as  provided  in its
      articles  or by-laws as at the date of this  Agreement  shall  survive the
      Transaction  and shall  continue  in full force and effect for a period of
      not less than six years from the Effective  Time.  Acquiror agrees that it
      will honour the terms of all  indemnity  agreements  in favour of Target's
      directors and officers in effect as of the Effective Date.

(b)   Acquiror  shall  use  reasonable  efforts  to  cause  Target  to  purchase
      "run-off"  directors' and officers' liability insurance providing coverage
      substantially  as  favourable  to such  directors  and officers as that in
      effect under such current  policies to cover prior events  during such six
      year period or the balance thereof.

                                    ARTICLE 5
                                   CONDITIONS

5.1   MUTUAL CONDITIONS PRECEDENT

      The  respective  obligations  of the Parties to complete  the  Transaction
shall be subject to the  satisfaction,  on or before the Effective  Time, of the
following conditions  precedent,  each of which may only be waived by the mutual
consent of Acquiror and Target:

(a)   the Transaction  Resolution shall have been approved at the Target Meeting
      by (i) not less than 66 2/3% of votes cast by the Target  Securityholders,
      voting as a class,  who are  represented at the Target Meeting and (ii) at
      least a majority of greater than 50% of the votes cast by Target  Minority
      Securityholders,  voting as a class,  who are  represented  at the  Target
      Meeting;

(b)   the Transaction and/or Transaction  Resolution shall have been approved at
      the Target Meeting in accordance  with any conditions in addition to those
      set out in Section 5.1(a) which may be imposed by the Interim Order;

(c)   the Interim  Order and the Final  Order  shall each have been  obtained on
      terms consistent with this Agreement and in a form satisfactory to each of
      Target and Acquiror, acting reasonably,  and shall not have been set aside
      or modified in a manner  unacceptable to such Parties,  acting reasonably,
      on appeal or otherwise;

(d)   the  Articles  of  Arrangement  shall be in content  consistent  with this
      Agreement and in form  satisfactory  to the Parties  acting  reasonably in
      that context;



                                       51


(e)   there shall not be in force any Law, final and non-appealable  injunction,
      order or decree prohibiting,  restraining or enjoining the consummation of
      the Transactions;

(f)   the  Regulatory  Approvals  shall have been obtained or satisfied on terms
      and conditions satisfactory to Acquiror and Target acting reasonably, (but
      in case  of the  Target  only  insofar  as it  would  directly  materially
      adversely  affect  Target  Shareholders);  

(g)   other than the  Regulatory  Approvals,  all  consents,  waivers,  permits,
      orders and approvals of any Governmental Authority,  and the expiry of any
      waiting  periods,   in  connection  with,  or  required  to  permit,   the
      consummation  of the  Transaction,  the  failure of which to obtain or the
      non-expiry  of which would  constitute a criminal  offence or would have a
      Material  Adverse Effect on Acquiror or Target,  as the case may be, shall
      have been  obtained or  satisfied  on terms that could not  reasonably  be
      expected to have a Material Adverse Effect on Acquiror and/or Target;

(h)   the orders  referred to in Section 2.6 shall have been  obtained  (and for
      greater  certainty,  the approval of the TSXV or any other  Canadian stock
      exchange to list the Acquiror Shares shall not be a condition precedent to
      complete the Arrangement).

(i)   all applicable requirements of Section 3(a)(10) of the 1933 Act shall have
      been satisfied with respect to the issuance of Acquiror Shares pursuant to
      the Transaction;

(j)   there shall not have  occurred any actual  change or amendment  to, or any
      proposal by the  Minister  of Finance  (Canada) to change or amend the Tax
      Act, or to any applicable  provincial tax  legislation or the  regulations
      thereunder or any publicly stated  administrative  position or practice in
      relation  thereto  which  individually  or in the  aggregate,  directly or
      indirectly,  has or could  reasonably  be  expected  to have any  Material
      Adverse Effect with respect to the Transaction,  the Target  Shareholders,
      or Acquiror's ownership of Target; and

(k)   this Agreement shall not have been terminated pursuant to Article 6.

5.2   ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR

(a)   The  obligations  of Acquiror to complete  the  Transaction  shall also be
      subject to the  fulfilment of each of the following  conditions  precedent
      (each of which is for  Acquiror's  exclusive  benefit and may be waived by
      Acquiror):

      (i)   all  covenants of Target under this  Agreement to be performed on or
            before the Effective  Time shall have been duly  performed by Target
            in  all  material  respects  and  Acquiror  shall  have  received  a
            certificate of Target  addressed to Acquiror and dated the Effective
            Date,  signed on behalf of Target by a senior  officer of Target (on
            Target's behalf and without personal liability), confirming the same
            as at the Effective Date;



                                       52


      (ii)  the  representations  and warranties of Target that are qualified by
            references  to  materiality  shall  be  true  and  correct  and  the
            representations  and warranties of Target not so qualified  shall be
            true and correct in all  material  respects,  in each case as of the
            Effective  Time as if made on and as of  such  time  (except  to the
            extent such  representations  and  warranties  speak solely as of an
            earlier date,  in which event such  representations  and  warranties
            shall be true and correct to such extent as of such earlier date, or
            except as affected by transactions contemplated or permitted by this
            Agreement), and Acquiror shall have received a certificate of Target
            addressed to Target and dated the Effective  Date,  signed on behalf
            of Target by a senior  officer  of Target  (on  Target's  behalf and
            without personal liability), confirming the same as at the Effective
            Date;

      (iii) the board of directors  of Target  shall have adopted all  necessary
            resolutions,  and all other  necessary  corporate  action shall have
            been taken by Target to permit the consummation of the Transaction;

      (iv)  during the Pre-Effective Date Period,  there shall not have occurred
            or have been  disclosed to the public if previously  undisclosed  to
            the public or Acquiror, a Material Adverse Change to Target;

      (v)   there shall not be pending or threatened in writing any suit, action
            or proceeding by any Person:

            (A)   seeking to prohibit or restrict the acquisition by Acquiror of
                  any  Target  Shares,  seeking  to  restrain  or  prohibit  the
                  consummation  of the  Transaction  or seeking  to obtain  from
                  Target or Acquiror any material damages directly or indirectly
                  in connection with the Transaction;

            (B)   seeking to  prohibit  or  materially  limit the  ownership  or
                  operation by Acquiror of Target or any material portion of the
                  business or assets of Target or to compel  Acquiror to dispose
                  of or hold  separate  any portion of the business or assets of
                  Target;

            (C)   seeking to impose  limitations  on the  ability of Acquiror to
                  acquire or hold,  or exercise full rights of ownership of, any
                  Target  Shares,  including the right to vote the Target Shares
                  to be acquired by it on all matters properly  presented to the
                  shareholders of Target;

            (D)   seeking to prohibit  Acquiror from effectively  controlling in
                  any material respect the business or operations of Target; or



                                       53


            (E)   which,  if  successful,  in the judgement of the Acquiror,  is
                  reasonably  likely to have a Material Adverse Effect on Target
                  or Acquiror; and

      (vi)  Acquiror has determined, in its sole discretion,  acting reasonably,
            that the number of Target Shares in respect of which Dissent  Rights
            have been  validly  exercised is not more than such number of Target
            Shares  for  which  Acquiror  would  be  able  or  willing,   acting
            reasonably,  to pay fair value pursuant to the Dissent  Rights.  (b)
            Acquiror  may  not  rely  on  the  failure  to  satisfy  any  of the
            conditions  precedent in Section 5.1 or Section 5.2 if the condition
            precedent  would have been  satisfied but for a material  default by
            Acquiror in complying with its obligations in this Agreement.

5.3   ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET

(a)   The  obligations  of Target to  complete  the  Transaction  shall  also be
      subject to the following  conditions  precedent  (each of which is for the
      exclusive benefit of Target and may be waived by Target):

      (i)   all covenants of Acquiror under this Agreement to be performed on or
            before the Effective Time shall have been duly performed by Acquiror
            in  all  material   respects  and  Target  shall  have   received  a
            certificate of Acquiror  addressed to Target and dated the Effective
            Date,  signed on behalf of Acquiror by a senior  officer of Acquiror
            (on Acquiror's  behalf and without personal  liability),  confirming
            the same as at the Effective Date;

      (ii)  the representations and warranties of Acquiror that are qualified by
            references  to  materiality  shall  be  true  and  correct  and  the
            representations and warranties of Acquiror not so qualified shall be
            true and correct in all  material  respects,  in each case as of the
            Effective  Time as if made on and as of  such  time  (except  to the
            extent such  representations  and  warranties  speak solely as of an
            earlier date,  in which event such  representations  and  warranties
            shall be true and correct to such extent as of such earlier date, or
            except as affected by transactions contemplated or permitted by this
            Agreement), and Target shall have received a certificate of Acquiror
            addressed to Target and dated the Effective  Date,  signed on behalf
            of Acquiror by a senior  officer of Acquiror (on  Acquiror's  behalf
            and  without  personal  liability),  confirming  the  same as at the
            Effective Date;

      (iii) the board of directors of Acquiror  shall have adopted all necessary
            resolutions,  and all other  necessary  corporate  action shall have
            been  taken  by   Acquiror  to  permit  the   consummation   of  the
            Transaction;

      (iv)  during the Pre-Effective Date Period,  there shall not have occurred
            or have been  disclosed to the public if previously  undisclosed  to
            the public or Target, a Material Adverse Change to Acquiror;



                                       54


      (v)   Acquiror shall have deposited or caused the deposit of the requisite
            Acquiror Shares issuable for Target Shares under this Agreement with
            the  Depositary  or  otherwise  cause its  transfer  agent to effect
            transfers at the Effective  Time within the book based system of the
            requisite Acquiror Shares issuable under the Transaction; and

      (vi)  Acquiror  shall have obtained the orders and approvals  described in
            Section 2.6.

(b)   Target  may not  rely on the  failure  to  satisfy  any of the  conditions
      precedents in Section 5.1 or Section 5.3 if the condition  precedent would
      have been satisfied but for a material default by Target in complying with
      its obligations in this Agreement.

5.4   NOTICE AND CURE PROVISIONS

      Acquiror  and  Target  will  give  prompt  notice  to  the  other  of  the
occurrence,  or failure to occur,  at any time  during  the  Pre-Effective  Date
Period of any event or state of facts  which  occurrence  or failure  would,  or
would be likely to:

      (a)   cause any of the  representations  or  warranties of the other Party
            contained herein to be untrue or inaccurate on the date hereof or at
            the Effective Time such that the conditions set forth in Section 5.2
            or 5.3, as  applicable,  would not be satisfied as of the  Effective
            Time; or

      (b)   result in the  failure in any  material  respect  to comply  with or
            satisfy any covenant,  condition or agreement to be complied with or
            satisfied by the other  hereunder  prior to the Effective  Time such
            that the  conditions set forth in Section 5.2 or 5.3, as applicable,
            would not be satisfied as of the Effective Time.

      Neither Acquiror nor Target may seek to rely upon any conditions precedent
contained in Sections 5.1, 5.2 or 5.3, or exercise any termination right arising
therefrom, unless forthwith and in any event prior to the filing of the Articles
of Arrangement for acceptance by the Registrar,  Acquiror or Target, as the case
may be, has  delivered a written  notice to the other  specifying  in reasonable
detail all  breaches  of  covenants,  representations  and  warranties  or other
matters which Acquiror or Target, as the case may be, are asserting as the basis
for the non-fulfilment of the applicable  condition precedent or the exercise of
the  termination  right,  as the case may be. If any such  notice is  delivered,
provided that Target or Acquiror,  as the case may be, is proceeding  diligently
to cure such matter, if such matter is susceptible to being cured, the other may
not  terminate  this  Agreement  as a result  thereof  until the  earlier of the
Outside Date and 10 days from  delivery of such notice.  If such notice has been
delivered  prior to the date of the Target Meeting,  such meeting shall,  unless
the Parties agree otherwise,  be postponed or adjourned until the expiry of such
period. If such notice has been delivered prior to the making of the application
for the  Final  Order or the  filing of the  Articles  of  Arrangement  with the
Registrar,  such application and such filing shall be postponed until the expiry
of such period.  For the  avoidance  of doubt,  in the event that such matter is
cured  within the time  period  referred  to herein  without a Material  Adverse
Effect on the Party in breach,  this Agreement may not be terminated as a result
of the cured breach.



                                       55


5.5   SATISFACTION OF CONDITIONS

      The  conditions  precedent  set out in Sections  5.1, 5.2 and 5.3 shall be
conclusively  deemed to have been  satisfied,  waived or released when, with the
agreement of Acquiror and Target,  a Certificate of  Amalgamation  in respect of
the Transaction is issued by the Registrar.


                                    ARTICLE 6
                            AMENDMENT AND TERMINATION

6.1   AMENDMENT

(a)   This Agreement and the Plan of Arrangement  may, at any time and from time
      to time  before or after the  holding of the Target  Meeting but not later
      than the  Effective  Date, be amended by mutual  written  agreement of the
      Parties, and any such amendment may without further Target  Securityholder
      approvals,  subject to  applicable  Laws and the  Interim  Order,  without
      limitation:

      (i)   change the time for performance of any of the obligations or acts of
            the Parties;

      (ii)  waive any  inaccuracies  or modify any  representation  or  warranty
            contained herein or in any document delivered pursuant hereto;

      (iii) waive  compliance  with  or  modify  any  of  the  covenants  herein
            contained and waive or modify  performance of any of the obligations
            of the Parties; and/or

      (iv)  waive  compliance  with or modify any  conditions  precedent  herein
            contained  provided  that any such  change  does  not  decrease  the
            consideration payable to Target Shareholders.

(b)   During the  Pre-Effective  Date Period,  the Parties will use commercially
      reasonable  efforts  to  maximize  present  and future  financial  and tax
      planning  opportunities  for the  Acquiror and Target as and to the extent
      that the same shall not  prejudice any Party or its  securityholders.  The
      Parties  will  ensure  that such  planning  activities  do not  impede the
      progress of the  Transaction  in any  material  way. If, at the request of
      Acquiror,  Target  effects any  transaction  before the Effective Date for
      such  purposes,  Acquiror  will be  responsible  for any  structuring  and
      unwinding costs if the Transaction is not consummated.

6.2   TERMINATION

(a)   If any  condition  contained in Section 5.1 or 5.2 is not  satisfied at or
      before the Effective Time,  then Acquiror may,  subject to Section 5.4 and
      to Section 5.2(b) by written notice to Target terminate this Agreement and
      the  obligations  of the Parties  hereunder  (except as  otherwise  herein
      provided), but without detracting from the rights of Acquiror arising from
      any  breach  by  Target  but for  which  the  condition  would  have  been
      satisfied.



                                       56


(b)   If any  condition  contained in Section 5.1 or 5.3 is not  satisfied at or
      before the Effective Time, then Target may,  subject to Section 5.4 and to
      Section 5.3(b) by written notice to Acquiror  terminate this Agreement and
      the  obligations  of the Parties  hereunder  (except as  otherwise  herein
      provided),  but without  detracting from the rights of Target arising from
      any  breach  by  Acquiror  but for  which the  condition  would  have been
      satisfied.

(c)   This Agreement may:

      (i)   be terminated by the mutual  agreement of Target and Acquiror,  (and
            for greater  certainty,  without  further  action on the part of the
            Target Securityholders if terminated after the holding of the Target
            Meeting);

      (ii)  be  terminated by either Target or Acquiror if there shall be passed
            any Law  that  makes  consummation  of the  Transaction  illegal  or
            otherwise prohibited;

      (iii) be terminated by Acquiror, if:

            (A)   the  board  of  directors  of  Target  shall  have  failed  to
                  recommend  or shall have  withdrawn,  modified or changed in a
                  manner adverse to Acquiror its approval or  recommendation  of
                  this Agreement,  the Transaction or the Transaction Resolution
                  (unless  Acquiror  has suffered a Material  Adverse  Change or
                  Acquiror  shall  have  made a  misrepresentation  at the  date
                  hereof or breached a covenant  under this  Agreement in such a
                  manner  that,  taking into  account  Sections  5.3(b) and 5.4,
                  Target would be entitled to rely on the failure of a condition
                  set forth in Section  5.3(a) as a reason not to  complete  the
                  Transaction); or

            (B)   the  board of  directors  of Target  shall  have  approved  or
                  recommended   any   Acquisition   Proposal   other   than  the
                  Transaction;

            (C)   the board of directors of Target shall have failed to reaffirm
                  and maintain its approval or recommendation of the Transaction
                  and  Transaction  Resolution  after  the  announcement  of any
                  Acquisition Proposal other than the Transaction;

            (D)   Target shall have entered into any  agreement  with any Person
                  with  respect  to any  Acquisition  Proposal  other  than  the
                  Transaction  prior  to the  Target  meeting  or any  extension
                  thereto, excluding a confidentiality agreement entered into in
                  compliance with Section 4.4;

      (iv)  be  terminated  by  either   Acquiror  or  Target,   if  the  Target
            Securityholder or the Target Minority  Securityholder approval shall
            not have  been  obtained  by  reason of the  failure  to obtain  the
            requisite  vote set out in Section 5.1 or the  Interim  Order at the
            Target Meeting; or



                                       57


      (v)   be terminated by Acquiror if the Target  Meeting has not occurred on
            or before the Outside  Date  (unless  the  Acquiror  has  suffered a
            Material   Adverse   Change   or   Acquiror   shall   have   made  a
            misrepresentation  at the date hereof or  breached a covenant  under
            this  Agreement in such a manner that,  taking into account  Section
            5.3(b) and 5.4, Target would be entitled to rely on the failure of a
            condition  set forth in Section  5.3(a) as a reason not to  complete
            the Transaction), in each case, prior to the Effective Time.

(d)   If the  Effective  Date has not occurred on or prior to the Outside  Date,
      then,  unless otherwise  agreed in writing by the parties,  this Agreement
      shall  terminate,  provided  that the right to  terminate  this  Agreement
      pursuant  to this  Section  6.2(d)  shall  not be  available  to the Party
      seeking to  terminate  if any action of such Party or the  failure of such
      Party to perform any of its obligations  under this Agreement  required to
      be performed at or prior to the Effective  Time shall have resulted in the
      conditions contained in Section 5.1, 5.2 or 5.3 (as applicable) not having
      been satisfied prior to the Outside Date.

(e)   If  this  Agreement  is  terminated  in  accordance   with  the  foregoing
      provisions of this Section 6.2, no Party shall have any further  liability
      to perform its obligations under this Agreement and as otherwise expressly
      contemplated by this Agreement,  and provided that neither the termination
      of this Agreement nor anything contained in this Section shall relieve any
      Party from any liability for any breach by it of this Agreement, including
      from  any  inaccuracy  in  its  representations  and  warranties  and  any
      non-performance by it of its covenants made herein.

6.3   REMEDIES

      The Parties  acknowledge and agree that an award of money damages would be
inadequate for any breach of this Agreement by any Party or its  representatives
and any such  breach  would  cause the  non-breaching  Party  irreparable  harm.
Accordingly,  the Parties  agree that,  in the event of any breach or threatened
breach of this  Agreement by one of the Parties,  the  non-breaching  Party will
also be entitled,  without the  requirement of posting a bond or other security,
to equitable relief, including injunctive relief and specific performance.  Such
remedies will not be the exclusive remedies for any breach of this Agreement but
will be in addition to all other remedies  available at law or equity to each of
the Parties.

                                    ARTICLE 7
                                     GENERAL

7.1   NOTICES

      Any notice,  consent or  approval  required  or  permitted  to be given in
connection with this Agreement (in this Section referred to as a "Notice") shall
be in writing and shall be sufficiently  given if delivered  (whether in person,
by courier service or other personal  method of delivery),  or if transmitted by
facsimile:



                                       58


(a)   If to Acquiror, at:

      Assure Energy, Inc.
      Suite 800, 521 - 3rd Avenue S.W.
      Calgary, AB T2P 3T3

      Attention:      Harvey Lalach, President and
                      Chief Executive Officer
      Telecopier No.: (403) 262-9519

with a copy to:

      Blake, Cassels & Graydon LLP
      Suite 3500, East Tower, Bankers Hall
      855 - 2nd Street S.W.
      Calgary, AB T2P 4J8

      Attention:      Brock Gibson
      Telecopier No.: (403) 260-9700

(b) If to Target at:

      Quarry Oil & Gas Ltd.
      Suite 800, 521 - 3rd Avenue S.W.
      Calgary, AB T2P 3T3

      Attention:      Sandra Hall, Director
      Telecopier No.: (416) 861-9623

with a copy to:

      Bennett Jones LLP
      4500 Bankers Hall East
      855  - 2nd Street S.W.
      Calgary, AB T2P 4K7

      Attention:      Noralee Bradley
      Telecopier No.: (403) 265-7219

      Any Notice  delivered or transmitted to a Party as provided above shall be
deemed  to  have  been  given  and  received  on  the  day  it is  delivered  or
transmitted,  provided  that it is  delivered or  transmitted  on a Business Day
prior to 5:00 p.m. local time in the place of delivery or receipt.  However,  if
the Notice is delivered or transmitted after 5:00 p.m. local time or if such day
is not a  Business  Day then the  Notice  shall be deemed to have been given and
received on the next Business Day.



                                       59


      Any Party may,  from time to time,  change its address by giving Notice to
the other Parties in accordance with the provisions of this Section.

7.2   ASSIGNMENT

      Neither this Agreement nor any rights or obligations  under this Agreement
shall be assignable  by any Party  without the prior written  consent of each of
the other Parties,  except that Acquiror may assign all or part of its rights or
obligations, including the rights to acquire the Target Shares, without reducing
its own obligations hereunder, to a direct or indirect wholly-owned  subsidiary;
provided that, Acquiror shall continue to be liable to Target for any default in
performance by such subsidiary.  Subject thereto,  this Agreement shall enure to
the benefit of and be binding upon the Parties and their  respective  successors
(including any successor by reason of  amalgamation  of any Party) and permitted
assigns.  No third party shall have any rights hereunder unless expressly stated
to the contrary.

7.3   FURTHER ASSURANCES

      The Parties shall with reasonable diligence do all such things and provide
all such reasonable assurances as may be required to consummate the transactions
contemplated  by this  Agreement,  and each Party  shall  provide  such  further
documents  or  instruments  required  by any  other  Party as may be  reasonably
necessary or desirable to effect the purpose of this Agreement and carry out its
provisions.

7.4   EXPENSES

      The Parties  agree that all costs and expenses of the Parties  relating to
the Transaction and the transactions  contemplated hereby, including legal fees,
accounting fees, financial advisory fees, regulatory filing fees, stock exchange
fees, all  disbursements  of advisors and printing and mailing  costs,  shall be
paid by the Party incurring such expenses.

7.5   PUBLIC NOTICES

      All public notices to third parties and all other publicity concerning the
transactions  contemplated  by this  Agreement  shall  be  jointly  planned  and
co-ordinated by Target and Acquiror and no Party shall act  unilaterally in this
regard  without the prior  approval of Target and Acquiror or the other of them,
such approval not to be unreasonably  withheld,  unless such disclosure shall be
required to meet timely  disclosure  obligations  of any Party under  applicable
securities  laws and  stock  exchange  rules  in  circumstances  where  prior to
consultation with the other of Target or Acquiror is not practicable.



                                       60


7.6   EXECUTION AND DELIVERY

      This Agreement may be executed by the Parties in  counterparts  and may be
executed and delivered by facsimile  and all such  counterparts  and  facsimiles
shall together constitute one and the same agreement.



                                       61



IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first
written above. ASSURE ENERGY, INC.


                                        By:  /s/ James Golla                    
                                             -----------------------------------
                                             Authorized Signing Officer
                                        
                                        
                                        QUARRY OIL & GAS LTD.
                                        
                                        
                                        By:  /s/ Colin McNeil                   
                                             -----------------------------------
                                             Authorized Signing Officer
                                        
                                        
                                        By:  /s/ Sandra J. Hall
                                             -----------------------------------
                                             Authorized Signing Officer
                                       




                                       62


                                  SCHEDULE 1.1A

                               PLAN OF ARRANGEMENT
                                UNDER SECTION 193
                   OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

                                    ARTICLE 1
                                 INTERPRETATION

1.1   DEFINITIONS

      In this Plan of  Arrangement,  unless  there is  something  in the subject
matter or context  inconsistent  therewith,  the following  terms shall have the
respective meanings set out below and grammatical variations of such terms shall
have corresponding meanings:

      "ABCA" means the Business Corporations Act (Alberta);

      "ACQUIROR"  means Assure  Energy,  Inc., a corporation  existing under the
      ABCA;

      "ACQUIROR SHARES" means the common shares in the capital of Acquiror;

      "AFFILIATE" has the meaning given to that term in the Securities Act;

      "ARRANGEMENT" means the arrangement  involving Target under Section 193 of
      the ABCA on the terms and subject to the  conditions  set out in this Plan
      of  Arrangement,  subject to any amendments or variations  thereto made in
      accordance  with  Section 6.1 of the  Arrangement  Agreement  or Article 5
      hereof or made at the direction of the Court;

      "ARRANGEMENT  AGREEMENT"  means  the  arrangement  agreement  made  as  of
      November 10, 2004 between  Acquiror and Target,  as amended,  supplemented
      and/or  restated in  accordance  therewith  prior to the  Effective  Date,
      providing for, among other things, the Arrangement;

      "ARRANGEMENT  RESOLUTION"  means  the  special  resolution  of the  Target
      Securityholders  voting as a class,  to be  substantially  in the form and
      content of Schedule 1.1B to the Arrangement Agreement;

      "ARTICLES OF  ARRANGEMENT"  means the articles of arrangement of Target in
      respect of the Arrangement that are required by the ABCA to be sent to the
      Registrar after the Final Order is made;

      "BUSINESS DAY" means any day on which commercial  deposit taking banks are
      generally open for business in Calgary,  Alberta, other than a Saturday, a
      Sunday or a day observed as a holiday in such  location  under  applicable
      Laws;



                                       63


      "COURT" means the Court of Queen's Bench of Alberta;

      "DEPOSITARY" means CIBC Mellon Trust Company at its offices set out in the
      Letter of Transmittal;

      "DISSENT RIGHTS" has the meaning given to that term in Section 3.1;

      "DISSENTING  SECURITYHOLDERS"  means a Holder of  Target  Shares or Target
      Warrants who has properly  exercised  Dissent Rights and has not withdrawn
      or been deemed to have withdrawn such Dissent Rights;

      "EFFECTIVE  DATE" has the  meaning  given to that term in the  Arrangement
      Agreement;

      "EFFECTIVE TIME" is 12:01 a.m. on the Effective Date;

      "EXCHANGE RATIO" means 0.360 of an Acquiror Shares per Target Share;

      "FINAL ORDER" means the final order of the Court approving the Arrangement
      as such  order  may be  amended  by the  Court  at any  time  prior to the
      Effective Date or, if appealed,  then,  unless such appeal is withdrawn or
      denied, as affirmed or amended on appeal;

      "GOVERNMENTAL ENTITY" means any multinational, federal, provincial, state,
      regional,  municipal,  local or other  government,  governmental or public
      department,  central bank,  court,  tribunal,  arbitral body,  commission,
      board, bureau or agency, domestic or foreign, self-regulatory organization
      or stock exchange, any subdivision, agent, commission, board, or authority
      of  any  of  the  foregoing  or any  quasi-governmental  or  private  body
      exercising any regulatory,  expropriation or taxing authority under or for
      the account of any of the foregoing;

      "HOLDERS"  means,  when used with  reference  to the  Target  Shares,  the
      Holders of such shares shown from time to time in the register  maintained
      by or on behalf of Target in respect thereof and, when used with reference
      to Target Warrants, means the Holders thereof from time to time;

      "INTERIM  ORDER" means the interim order of the Court,  as the same may be
      amended, in respect of the Arrangement, as contemplated by the Arrangement
      Agreement;

      "LETTERS OF TRANSMITTAL" means collectively the letters of transmittal for
      use by Holders of Target  Securities,  in the form accompanying the Target
      Circular or such other  equivalent  form acceptable to Target and Acquiror
      acting reasonably;

      "PERSON" includes any individual, sole proprietorship,  partnership, firm,
      limited  partnership,   limited  liability  company,  unlimited  liability
      company,    unincorporated    association,    unincorporated    syndicate,
      unincorporated  organization,  trust, body,  corporation,  or Governmental
      Entity, comprised of more than one Person and, where the context requires,
      any  of  the  foregoing  when  they  are  acting  as  trustee,   executor,
      administrator or other legal representatives;



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      "PLAN OF ARRANGEMENT", "hereof", "hereunder" and similar expressions means
      this Plan of Arrangement, including the recitals and appendices hereto and
      includes any agreement or instrument supplementary or ancillary hereto;

      "REGISTRAR" means the Registrar appointed pursuant to the ABCA;

      "SECURITIES ACT" means the Securities Act (Alberta);

      "TARGET"  means Quarry Oil & Gas Ltd., a  corporation  existing  under the
      ABCA;

      "TARGET  CIRCULAR" means the notice of the Target Meeting and accompanying
      management proxy circular, including all appendices thereto, to be sent to
      Target Securityholders in connection with the Target Meeting;

      "TARGET  MEETING"  means the  special  meeting of Target  Securityholders,
      including any adjournment or postponement  thereof,  to be called and held
      in accordance with the Interim Order to consider the Arrangement;

      "TARGET SECURITIES" means the Target Shares and the Target Warrants;

      "TARGET  SECURITYHOLDERS"  means the  Target  Shareholders  and the Target
      Warrantholders;

      "TARGET SHAREHOLDERS" means the Holders of Target Shares;

      "TARGET  SHARES"  means the  outstanding  common  shares in the capital of
      Target;

      "TARGET WARRANTHOLDERS" means the Holders of Target Warrants;

      "TARGET  WARRANTS"  means the warrants to purchase  Target Shares,  all of
      which are held by Acquiror; and

      "TAX ACT" means the Income Tax Act (Canada).

1.2   CERTAIN RULES OF INTERPRETATION

In this Plan of Arrangement:

      (a)   Currency  - Unless  otherwise  specified,  all  references  to money
            amounts are to lawful currency of Canada.



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      (b)   Headings - Headings  of  Articles  and  Sections  are  inserted  for
            convenience of reference only and shall not affect the  construction
            or interpretation of this Plan of Arrangement.

      (c)   Including - Where the word "including" or "includes" is used in this
            Plan of  Arrangement,  it means  "including  (or  includes)  without
            limitation".

      (d)   Number and Gender - Unless the  context  otherwise  requires,  words
            importing  the singular  include the plural and vice versa and words
            importing gender include all genders.

      (e)   Statutory  references - A reference to a statute  includes all rules
            and regulations  made pursuant to such statute and, unless otherwise
            specified, the provisions of any statute or regulation or rule which
            amends,  supplements  or  supersedes  any such  statute  or any such
            regulation or rule.

      (f)   Time Periods - Unless  otherwise  specified,  time periods within or
            following which any payment is to be made or act is to be done shall
            be calculated by excluding the day on which the period commences and
            including  the day on which the  period  ends and by  extending  the
            period to the next  Business  Day  following  if the last day of the
            period is not a Business Day.

                                    ARTICLE 2
                                   ARRANGEMENT

2.1   BINDING EFFECT

      This Plan of Arrangement  will become  effective at, and be binding at and
after, the Effective Time on Target,  Acquiror, all Holders of Target Securities
and all beneficial owners of Target Securities.

2.2   ARRANGEMENT

      Commencing at the Effective  Time, the following  shall occur and shall be
deemed to occur in the following order without any further act or formality:

      (a)   all of the issued and outstanding  Target Shares  beneficially owned
            by the Target  Shareholders at the Effective Time, other than Target
            Shares  beneficially owned by Acquiror,  shall be transferred,  free
            and clear of any  encumbrances  or claims,  to  Acquiror,  solely in
            exchange  for the issue by  Acquiror to the Target  Shareholders  in
            respect  of such  Target  Shares  of fully  paid and  non-assessable
            Acquiror Shares on the basis of the Exchange Ratio;

      (b)   upon  completion of the exchange  referred to in  subsection  2.2(a)
            each Target  Shareholder shall cease to be a holder of Target Shares
            and shall, if a registered  holder,  have such holder's name removed
            from the register of holders of Target  Shares and shall be a holder
            of the number of Acquiror Shares to which such holder is entitled as
            a  result  of such  exchanges  and,  if a  registered  holder,  such
            holder's  name shall be added to the register of holders of Acquiror
            Shares  accordingly;  and Acquiror shall be the legal and beneficial
            owner of the Target Shares transferred pursuant to subsection 2.2(a)
            and  Acquiror  shall be added to the  register  of holders of Target
            Shares accordingly;



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      (c)   each  Target  Warrant  outstanding  at the  Effective  Time  will be
            cancelled;

      (d)   Acquiror will transfer the Target Shares acquired under this Plan of
            Arrangement to Assure Holdings Inc., a wholly-owned  subsidiary that
            currently  owns  50.2%  of  the  Target  Shares,   in  exchange  for
            additional equity of Assure Holdings Inc.;

      (e)   Target and Assure  Holdings  Inc.  will be  amalgamated  pursuant to
            Section 184(1) of the ABCA and continue as Assure Holdings Inc.; and

      (f)   Acquiror and Assure  Holdings Inc. will be  amalgamated  pursuant to
            Section 184(1) of the ABCA and continue as Assure Energy, Inc.

2.3   ADJUSTMENTS TO EXCHANGE RATIO

      The  Exchange  Ratio shall be adjusted to reflect  fully the effect of any
stock  split,   reverse  split,  stock  dividend   (including  any  dividend  or
distribution of securities convertible into Acquiror Shares,  Acquiror Shares or
Target  Shares,  other  than stock  dividends  paid in lieu of  ordinary  course
dividends), consolidation, reorganization, recapitalization or other like change
with respect to Acquiror  Shares or Target Shares  occurring after the execution
of the Arrangement Agreement and prior to the Effective Time.

                                    ARTICLE 3
                                RIGHTS OF DISSENT

3.1   RIGHTS OF DISSENT

      Holders of Target  Securities may exercise  rights of dissent with respect
to such  shares  pursuant  to and in the manner set forth in Section  191 of the
ABCA  and this  Section  3.1  (the  "DISSENT  RIGHTS")  in  connection  with the
Arrangement as the same may be modified by the Interim Order or the Final Order;
provided  that,  notwithstanding  Subsection  191(5)  of the ABCA,  the  written
objection to the Arrangement  Resolution referred to in Subsection 191(5) of the
ABCA must be received by Target not later than 5:00 p.m.  (Calgary  time) on the
fifth Business Day preceding the Target  Meeting.  Holders of Target  Securities
who duly exercise such rights of dissent and who:

      (a)   are  ultimately  determined to be entitled to be paid fair value for
            their Target Securities,  and who are paid such fair value, shall be
            deemed to have  transferred  such Target Shares and  cancelled  such
            Target Warrants as of the Effective Time, without any further act or
            formality and free and clear of all liens,  claims and encumbrances,
            to Target and such shares  shall be  cancelled  as of the  Effective
            Time; or



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      (b)   are ultimately determined not to be entitled,  for any reason, to be
            paid fair value for their Target Securities, shall be deemed to have
            participated   in  the   Arrangement   on  the   same   basis  as  a
            non-dissenting   Holder  of  Target  Securities  and  shall  receive
            Acquiror  Shares on the basis  determined  in  accordance  with this
            Arrangement;

            but in no case shall Acquiror,  Target,  the Depositary or any other
            Person be required to  recognize  such  Dissenting  Shareholders  as
            Holders of Target Shares after the  Effective  Time and the names of
            such Dissenting  Shareholders  shall be deleted from the register of
            Holders of Target Shares at the Effective Time.

3.2   DISSENT RIGHT AVAILABILITY

      A Holder is not entitled to exercise  Dissent  Rights with respect to such
Target Securities unless such securityholder abstains from voting (or instructs,
or is deemed to have  instructed  his,  her or its  proxyholder  to abstain from
voting) in respect of the Arrangement Resolution.

                                    ARTICLE 4
                       CERTIFICATES AND FRACTIONAL SHARES

4.1   EXCHANGE OF CERTIFICATES FOR ACQUIROR SHARES

      At or promptly after the Effective  Time,  Acquiror shall deposit with the
Depositary,  for the benefit of the Holders of Target  Shares,  Acquiror  Shares
representing  that number of Acquiror Shares to be received by Holders of Target
Shares  pursuant to Article 2. Upon surrender to the Depositary of a certificate
which  immediately  prior to the Effective Time represented  outstanding  Target
Shares that, under the Arrangement, were transferred to Acquiror in exchange for
Acquiror Shares pursuant to Article 2, together with a duly completed  Letter of
Transmittal  and such  additional  documents,  instruments  and  payments as the
Depositary may reasonably  require,  the Holder of such surrendered  certificate
shall be entitled  to receive in exchange  therefor,  and the  Depositary  shall
deliver to such Holder,  Acquiror Shares representing that number (rounded up to
the nearest whole number) of Acquiror  Shares which such Holder has the right to
receive  (together  with any  dividends  or  distributions  with  respect to the
Acquiror Shares pursuant to Section 4.2), less any amounts withheld  pursuant to
Section 4.6, and the certificate so surrendered shall forthwith be cancelled. In
the event of a transfer of ownership of Target Shares which is not registered in
the transfer records of Target,  Acquiror Shares  representing the proper number
of  Acquiror  Shares  may  be  issued  to  the  transferee  if  the  certificate
representing  such Target Shares is presented to the Depositary,  accompanied by
all documents  required to evidence and effect such transfer.  Until surrendered
as contemplated by this Section, each certificate which immediately prior to the
Effective Time represented one or more outstanding Target Shares that, under the
Arrangement,  was transferred to Acquiror in return for Acquiror Shares pursuant
to Article 2 shall be deemed at all times after the Effective  Time to represent
only the right to receive upon such surrender  Acquiror Shares  representing the
Acquiror  Shares as  contemplated  by this  Section  4.1,  and any  dividends or
distributions  with a record date after the Effective Time  theretofore  paid or
payable with respect to the Acquiror  Shares as  contemplated by Section 4.2, in
each case less any amounts withheld pursuant to Section 4.6.



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4.2   DISTRIBUTIONS WITH RESPECT TO UNSURRENDERED CERTIFICATES

      No dividends or other  distributions  declared or made with respect to the
Acquiror Shares with a record date after the Effective Time shall be paid to the
Holder of any unsurrendered certificate which immediately prior to the Effective
Time represented  outstanding Target Shares, unless and until the Holder of such
certificate  shall  surrender such  certificate in accordance  with Section 4.1.
Subject to applicable Law, at the time of such surrender of any such certificate
(or, in the case of clause (y) below,  at the appropriate  payment date),  there
shall be paid to the  Holder of the  certificates  representing  Target  Shares,
without  interest,  (x) the amount of  dividends or other  distributions  with a
record  date  after the  Effective  Time  theretofore  paid with  respect to the
Acquiror Shares to which such Holder is entitled  pursuant hereto,  and (y) only
to the extent not paid under clause (y), on the  appropriate  payment date,  the
amount  of  dividends  or other  distributions  with a  record  date  after  the
Effective Time but prior to surrender and a payment date subsequent to surrender
payable with respect to such Acquiror Shares.

4.3   NO FRACTIONAL SHARES

      No certificates  representing  fractional  Acquiror Shares shall be issued
upon the surrender for exchange of  certificates  pursuant to Section 4.1 and no
dividend, stock split or other change in the capital structure of Acquiror shall
relate to any such fractional  security and such fractional  interests shall not
entitle  the owner  thereof  to  exercise  any  rights as a  security  holder of
Acquiror.  In lieu of any such  fractional  securities,  the number of  Acquiror
Shares to be issued to each Person otherwise  entitled to a fractional  interest
shall be  rounded  up to the  nearest  whole  number of  Acquiror  Shares  and a
certificate  representing  the resulting whole number of Acquiror Shares will be
issued.  In calculating such fractional  interests,  all Target Shares held by a
registered  Holder  of  Target  Shares  prior  to the  Effective  Time  will  be
aggregated.

4.4   LOST CERTIFICATES

      In the event any certificate which immediately prior to the Effective Time
represented one or more outstanding  Target Shares that were exchanged  pursuant
to Article 2 shall have been lost,  stolen or  destroyed,  upon the making of an
affidavit  of that fact by the  Person  claiming  such  certificate  to be lost,
stolen or destroyed, the Depositary will issue in exchange for such lost, stolen
or  destroyed  certificate  any cash  pursuant to Section 4.3 and/or one or more
certificates  representing  one or more  Acquiror  Shares (and any  dividends or
distributions  with respect  thereto)  deliverable in accordance with Article 2.
When  authorizing  such  payment in exchange  for any lost,  stolen or destroyed
certificate,  the Person to whom certificates  representing one or more Acquiror
Shares are to be issued shall, as a condition precedent to the issuance thereof,
give a bond  satisfactory to Acquiror and the Depositary in such sum as Acquiror
or the Depositary may direct or otherwise  indemnify Acquiror and the Depositary
in a manner  satisfactory to Acquiror and the Depositary  against any claim that
may be made Acquiror or the Depositary with respect to the  certificate  alleged
to have been lost, stolen or destroyed.



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4.5   EXTINCTION OF RIGHTS

      Any certificate  which immediately prior to the Effective Time represented
outstanding  Target Shares that were exchanged pursuant to Article 2 that is not
deposited with all other instruments  required by Section 4.1 on or prior to the
sixth  anniversary  of the  Effective  Date shall cease to  represent a claim or
interest of any kind or nature against Acquiror.  On such date,  Acquiror Shares
to which the  former  Holder of the  certificate  referred  to in the  preceding
sentence was ultimately entitled shall be deemed to have been surrendered for no
consideration  to Acquiror,  together  with all  entitlements  to dividends  and
distributions  in  respect  thereof  held for such  former  Holder.  Neither  of
Acquiror  or the  Depositary  shall be liable to any  Person in  respect  of any
Acquiror  Shares or cash for  dividends  or  distributions  in  respect  thereof
delivered to a public official  pursuant to any applicable  abandoned  property,
escheat or similar Law.

4.6   WITHHOLDING RIGHTS

      Acquiror,  Target  and the  Depositary  shall be  entitled  to deduct  and
withhold from any dividend or consideration  otherwise  payable to any Holder of
Target  Shares or  Acquiror  Shares  such  amounts  as  Acquiror,  Target or the
Depositary determines,  acting reasonably, are required or permitted pursuant to
the Tax Act or any successor  provision thereto to be deducted and withheld with
respect to such payment  under the Tax Act, the United States  Internal  Revenue
Code of 1986, or any provision of federal, provincial, territorial, state, local
or foreign tax Law, in each case, as amended.  To the extent that amounts are so
withheld,  such  withheld  amounts  shall be treated for all purposes  hereof as
having  been paid to the  Holder of the  securities  in  respect  of which  such
deduction and  withholding  was made,  provided  that such withheld  amounts are
actually remitted to the appropriate  taxing  authority.  To the extent that the
amount so required or permitted to be deducted or withheld from any payment to a
Holder exceeds the cash portion of the  consideration  otherwise  payable to the
Holder,  Acquiror and the Depositary are hereby  authorized to sell or otherwise
dispose  of  such  portion  of the  consideration  as is  necessary  to  provide
sufficient funds to Acquiror or the Depositary, as the case may be, to enable it
to comply with such  deduction or  withholding  requirement  and Acquiror or the
Depositary  shall notify the Holder  thereof and remit any unapplied  balance of
the net proceeds of such sale.

                                    ARTICLE 5
                                   AMENDMENTS

5.1   AMENDMENTS TO PLAN OF ARRANGEMENT

(a)   Target reserves the right to amend,  modify and/or supplement this Plan of
      Arrangement at any time and from time to time prior to the Effective Date,

      provided that each such amendment, modification and/or supplement must be:

      (i)   set out in writing;



                                       70


      (ii)  approved by Acquiror;

      (iii) filed  with the Court and,  if made  following  the Target  Meeting,
            approved by the Court; and

      (iv)  communicated to the Target Securityholders if and as required by the
            Court.

(b)   Any amendment,  modification or supplement to this Plan of Arrangement may
      be  proposed by Target at any time prior to the Target  Meeting  (provided
      that  Acquiror  shall have  consented  thereto)  with or without any other
      prior  notice or  communication  and if so  proposed  and  accepted by the
      Persons  voting at the Target Meeting (other than as may be required under
      the Interim Order) shall become part of this Plan of  Arrangement  for all
      purposes.

(c)   Any amendment, modification or supplement to this Plan of Arrangement that
      is approved by the Court  following the Target  Meeting shall be effective
      only if it is consented to by each of Target and Acquiror, and if required
      by the Court, it is consented to by the Target  Securityholders  voting in
      the manner directed by the Court.

(d)   Any amendment,  modification or supplement to this Plan of Arrangement may
      be made following the Effective Date  unilaterally  by Acquiror,  provided
      that it concerns a matter which, in the reasonable opinion of Acquiror, is
      of an  administrative  nature  required  to  better  give  effect  to  the
      implementation  of this  Plan of  Arrangement  and is not  adverse  to the
      financial or economic  interests of any Target  Shares or Acquiror  Shares
      issuable pursuant to the Plan of Arrangement.

                                    ARTICLE 6
                               FURTHER ASSURANCES

6.1   Notwithstanding  that the  transactions  and events  set out herein  shall
      occur  and be  deemed  to  occur  in the  order  set out in  this  Plan of
      Arrangement  without any further act or formality,  each of the parties to
      the Arrangement Agreement shall make, do and execute, or cause to be made,
      done and executed,  all such further acts, deeds,  agreements,  transfers,
      assurances,  instruments or documents as may reasonably be required by any
      of them in order  further to document or evidence any of the  transactions
      or events set out herein.  Acquiror  and Target may agree not to implement
      this Plan of Arrangement,  notwithstanding  the passing of the Arrangement
      Resolution and receipt of the Final Order.


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                                  SCHEDULE 1.1B

                             TRANSACTION RESOLUTION
                SPECIAL RESOLUTION OF THE TARGET SECURITYHOLDERS

BE IT RESOLVED THAT:

1.    The  arrangement  (the  "Arrangement")  under  Section 193 of the Business
      Corporations  Act (Alberta) (the "ABCA")  involving  Quarry Oil & Gas Ltd.
      (the "Corporation"),  as more particularly  described and set forth in the
      Management  Information  Circular  (the  "Circular")  of  the  Corporation
      accompanying  the notice of this meeting (as the Arrangement may be or may
      have been modified or amended) is hereby authorized, approved and adopted.

2.    The  plan  of  arrangement  (the  "Plan  of  Arrangement")  involving  the
      Corporation,  the full  text of which is set out as  Schedule  1.1A to the
      arrangement  agreement (the "Agreement") made between Assure Energy,  Inc.
      and the  Corporation  (as the Plan of Arrangement  may be or may have been
      modified or amended) is hereby authorized, approved and adopted.

3.    Notwithstanding  that this  resolution  has been  passed  (and the Plan of
      Arrangement adopted) by the securityholders of the Corporation or that the
      Arrangement  has been  approved by the Court of Queen's  Bench of Alberta,
      the  directors of the  Corporation  are hereby  authorized  and  empowered
      without  further  notice  to or  approval  of the  securityholders  of the
      Corporation  (i) to amend the Agreement or the Plan of  Arrangement to the
      extent  permitted by the  Agreement,  and (ii) subject to the terms of the
      Agreement, not to proceed with the Arrangement.

4.    Any  officer or  director  of the  Corporation  is hereby  authorized  and
      directed for and on behalf of the  Corporation to execute,  under the seal
      of the  Corporation or otherwise,  and to deliver  articles of arrangement
      and such other  documents as are  necessary or desirable to the  Registrar
      under the ABCA in accordance with the Agreement for filing.

5.    Any  officer or  director  of the  Corporation  is hereby  authorized  and
      directed  for and on behalf of the  Corporation  to execute or cause to be
      executed,  under the seal of the Corporation or otherwise,  and to deliver
      or cause to be delivered,  all such other documents and instruments and to
      perform or cause to be performed  all such other acts and things as may be
      necessary or desirable to give full effect to the foregoing resolution and
      the matters authorized hereby.

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