Enerplus Resources Fund
[?] Trust Units
New York, New York
November 25, 2002
Salomon Smith Barney Inc.
CIBC World Markets Inc.
As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Enerplus Resources Fund (the "Trust"), a trust governed by the laws of the Province of Alberta, Canada and
formed pursuant to a Trust Indenture dated as of July 7, 1986 between Enerplus Resources Corporation and The
Royal Trust Company, as amended and restated by the Amended and Restated Trust Indenture dated June 21,
2001 (as amended April 25, 2002) among EnerMark Inc., Enerplus Resources Corporation and CIBC Mellon
Trust Company, as trustee (the "Trustee"), (as amended and restated, the "Trust Indenture") proposes to sell to
the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives")
are acting as representatives, an aggregate of [?] units (the "Trust Units"), each of which represents an equal
undivided beneficial interest in the Trust (said units to be issued and sold by the Trust being hereinafter called the
"Underwritten Securities"). The Trust also proposes to grant to the Underwriters an option as described in
Section 2(b) hereof to purchase up to [?] additional Trust Units to cover over-allotments, if any (the "Option
Securities" and together with the Underwritten Securities, the "Securities"). Certain terms used herein are defined
in Section 22 hereof.
The Representatives understand that EnerMark Inc. ("EnerMark") and Enerplus Resources Corporation
("ERC"), both organized under the BUSINESS CORPORATIONS ACT (Alberta), are, directly or indirectly,
wholly owned subsidiaries of the Trust. The Representatives further understand that Enerplus Global Energy
Management Company (the "Manager") is the manager of each of the Trust, EnerMark and ERC, and provides
management services to each of the Trust, EnerMark and ERC.