MASTER RAILCAR LEASING AGREEMENT
This Lease Agreement dated as of the 25th day of May, 1998 (the "Agreement"), with an effective date of June
1, 1998, by and between PIVOTAL ENTERPRISES CORPORATION ("Pivotal") an Alberta corporation
("Lessor") and CANPET ENERGY GROUP INC. ("Canpet") an Alberta corporation ("Lessee").
1. (a) Lease. Lessor agrees to furnish and lease to Lessee and Lessee agrees to accept and use upon the terms
and conditions herein set forth, the cars covered by the riders attached hereto as schedule A and such additional
riders as may be added hereto from time to time by agreement of the parties, and any and all other cars delivered
to and accepted by Lessee. Each such rider shall set forth the number of cars, the rental rate, term of use, car
numbers, and other pertinent information that may be desired by both parties. All cars leased pursuant to such
riders, or otherwise delivered to and accepted by Lessee, are subject to the terms of this Agreement.
(b) Lease Term. Lessee agrees to lease all of the cars listed on the attached schedule for a period of ten years
from the date of delivery at a fixed price of $1,000.50 per month per car, payable in advance each month.
Lessee is responsible to Lessor the term of this lease (10 years). Should the Lessee decide not to keep the cars
to the end of the lease period, the Lessee shall pay in full all of the lease payments for the balance of the lease
term within 15 days of such action.
The Lessee agrees to lease the said cars for an additional five years (after the expiry of the initial 10 year lease
term) at a market price. The market price to be determined by the Lessor by obtaining two competitive market
The market price for additional lease term of five years must be decided by the Lessor and the Lessee six months
before the expiry of the initial lease term. Should both parties be unable to agree to the market price, at that time,
the Lessor offer for the market price must prevail and Lesse