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                                                                  EXHIBIT 10.3.1

                         ----------------------------
                                   BRACKNELL
                                  CORPORATION
                         ----------------------------


                      Employee Share Purchase Plan (U.S.)

1.   Purpose
     -------

          The purpose of the Plan is to provide employees of Bracknell, its
subsidiaries and its Affiliates with an opportunity to purchase common shares of
Bracknell and to benefit from the appreciation thereof. To be competitive in our
marketplace and to achieve the opportunities available to Bracknell, we must
continually be concerned with the productivity of our operations, the quality of
our product offering, and the service needs of our customers, as well as the
safety, health and standard of living of our workers. In all of these
dimensions, employee ownership can lead the way.

          This benefit plan will provide an incentive for these employees to
contribute through a long-term investment vehicle to the future success and
prosperity of Bracknell, thus enhancing the value of the common shares for the
benefit of all the shareholders and increasing the ability of Bracknell, its
subsidiaries and its Affiliates to attract and retain individuals of exceptional
skill.

          Participation in the Plan is entirely voluntary. No employee is
obliged, as a term or condition of employment or otherwise, to participate in
the Plan, and failure to participate shall not in any way affect employment.

2.   Definitions
     -----------

          For the purpose of this Plan, unless the context requires a different
meaning, the following terms have the following meanings:

          "Additional Contribution" has the meaning provided for in Section 8;

          "Administrative Agent" shall mean the Administrative Agent or
Administrative Agents under the Administrative Agreement(s) entered into
pursuant to Section 20; and

          "Administrative Agreement" shall mean the agreement entered into
between Bracknell and the Administrative Agent referred to in Section 20;

          "Administrator" shall mean Bracknell or such other person designated
from time to time by the Directors to provide the administrative services
required to carry out the intent and purpose of the Plan;
<PAGE>

          "Affiliate" shall have the meaning ascribed thereto in the Securities
Act (Ontario);

          "Bracknell" shall mean Bracknell Corporation and/or its successors;

          "Continuous Service" shall mean that period of full time (representing
1,650 hours within the preceding 12 month period, on a regularly-scheduled basis
excluding overtime) employment at the Participating Company during which the
employee is eligible for benefit coverage. Continuous Service is broken and not
satisfied if: (a) an employee voluntarily or involuntarily terminates employment
from the Participating Company; (b) an employee's regularly-scheduled working
hours (excluding overtime) are reduced (other than in relation to a Leave of
Absence or any paid absences), voluntarily or involuntarily, to less than 1400
hours for a consecutive period of one year or more; (c) a Participant retires on
a service pension as defined by the Participating Company; or (d) a Participant
dies. Employees who transfer from posted temporary to regular positions will be
credited with Continuous Service from date of original hire.

          "Directors" shall mean the board of directors of Bracknell;

          "Leave of Absence" shall mean an unpaid period of absence formally
granted in conformity with the rules of the Participating Company;

          "Participant" shall mean a person who is eligible to participate in
the Plan and has duly executed and delivered a Subscription Agreement in
accordance with Section 5 and who has not cancelled or deemed to have cancelled
the Subscription Agreement;

          "Participating Company" shall mean Bracknell or the subsidiary or
Affiliate of Bracknell employing the Participant;

          "Payroll Office" shall mean the Participating Company's payroll
office;

          "Plan" shall mean this Employee Share Purchase Plan, as amended from
time to time;

          "Plan Year" shall mean each calendar year and in respect of the first
year of the operation of the Plan, the period ending December 31 of that year;

          "Share" shall have the meaning given that term in Section 4 of the
Plan;

          "Subscription" shall mean the contribution of an employee
participating in the Plan as provided for in Section 7;
<PAGE>

          Subscription Agreement" shall mean a contract of participation signed
by an employee of a Participating Company under the Plan;

          "subsidiary" shall have the meaning ascribed thereto in the Securities
Act (Ontario);

          "Wages" shall mean the following payments to employees:

          (a)  regular base cash compensation for employment, excluding bonuses,
          employment benefits (other than disability), overtime and premium
          payments for Saturday, Sunday and holidays; and

          (b)  disability benefits (sickness or accident),

but shall specifically exclude any amount paid as an Additional Contribution.

          As used in the Plan, words importing the singular number include the
plural and vice versa and words importing gender include the masculine, feminine
and neuter genders.

          All references to the price or cost of Shares purchased by the
Administrative Agent pursuant to the Plan shall mean the actual price of the
Shares obtained in the open market excluding all brokerage fees, commissions or
other ancillary costs and expenses.

3.   Eligibility
     -----------

          An employee of a Participating Company who: (a) has completed at least
12 months of Continuous Service with a Participating Company and maintains their
Continuous Service in good status thereafter; (b) is a resident of the United
States; and (c) does not own or control directly or indirectly 5% or more of the
outstanding Shares, shall be eligible to participate in the Plan provided that
application is made as described in Section 5. The conditions in clause 3(a) or
3(b) may be waived or reduced in the discretion of the chief executive officer
of the Company.

4.   Description of Securities Offered
     ---------------------------------

          The shares offered under the Plan are common shares of Bracknell (the
"Shares"). The Shares shall be purchased on the open market as more fully
described in Section 11.

          Any Shares delivered to Participants pursuant to this plan shall not
be transferred except pursuant to an exemption from registration of securities
under the
<PAGE>

U.S. Securities Act of 1933, as amended. Share certificates received by
Particpants subject to the Plan shall have conspicuously placed thereon the
following legend::

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
          (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES
          LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
          AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
          SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
          ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
          IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
          SECURITIES ACT, OR (C) INSIDE THE UNITED STATES IN
          ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT,
          OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE.
          A NEW CERTIFICATE MAY BE OBTAINED FROM THE CORPORATION'S
          TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY
          EXECUTED DECLARATION, IN A FORM SATISFACTORY TO SUCH
          TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT THE
          SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN
          COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
          SECURITIES ACT.

5.   Enrolment
     ---------

          Participation in the Plan is voluntary and neither Bracknell nor the
Participating Company nor the Administrator shall make any recommendation to the
employee as to whether they should or should not participate.

          An eligible employee who wishes to apply for participation in the Plan
shall do so by signing a Subscription Agreement and filing it with the Payroll
Office within the time period specified by the Participating Company.

6.   Effective Date of the Subscription Agreement
     --------------------------------------------

          A Subscription Agreement filed by an employee under the conditions
described in Section 5 shall become effective on the next enrolment date
following the month in which the Subscription Agreement is filed by such
employee with the Payroll Office.

7.   Employee Subscription Limits
     ----------------------------
<PAGE>

          Participants in the Plan may elect to contribute 2%, 4%, 6%, 8% or 10%
of the Participant's Wages to subscribe for Shares under the Plan. Subscriptions
under the Plan shall be effected by payroll deductions from Wages. Deductions
under this Plan not made in any period due to insufficient Wages will not be
adjusted in any subsequent pay period. In no case shall such contributions
exceed 10% of the Participant's Wages.

8.   Additional Contributions
     ------------------------

          The Participating Company shall pay to each Participant as an
additional benefit commencing on the day payroll deductions to be made pursuant
to his or her Subscription Agreement begin an amount calculated at the rate of
one dollar for every two dollars of the Participant's Wages contributed to the
Plan pursuant to Section 7 of the Plan provided that the maximum amount of
additional contribution payable to a Participant by a Participating Company
shall be limited to 2% of the Participant's Wages. Such payment is conditional
on the Participant providing the Participating Company with an irrevocable
direction to pay such amount (the "Additional Contribution") to the
Administrative Agent without withholding tax from such amount. Tax withheld in
respect of Additional Contributions will be made from other income payable to
the Participant by the Participating Company.

9.   Subscription Period
     -------------------

          Payroll deductions shall be made from Wages for all payroll periods
ending in the Plan Year.

          Subject to other provisions of the Plan, a Subscription Agreement
shall be continuous from one Plan Year to the next.

          When an employee's participation in the Plan terminates prior to the
end of the Plan Year, the last deduction from Wages, provided that Wages are
being paid, shall be made for the last payroll period ending in the month in
which the employee's participation terminates.

10.  Revisions to the Subscription Agreement
     ---------------------------------------

          Within the Subscription limits provided for in Section 7, a
Participant may once in each Plan Year (or so often as authorised by the
Directors) increase or decrease the percentages authorised by him or her by
filing a revised Subscription Agreement in the form specified by the
Participating Company. The revision shall become effective no later than the
second payroll period following the receipt of the form by the Payroll Office.
<PAGE>

11.  Purchase and Allocation of Shares to Participants' Accounts
     -----------------------------------------------------------

          All Subscriptions and all Additional Contributions in Canadian funds
shall be remitted to the Administrative Agent as soon as practicable following
the close of each payroll period, and the Company will identify the amount of
the Subscriptions and all Additional Contributions for each Participant as well
as each Participant's Social Security Number and residential address.

          The total of cash received from time to time from all such
Subscriptions and Additional Contributions, and from dividend income and
proceeds from the sale of rights applicable to Shares held by the Administrative
Agent, and available for investment from time to time, shall be used by the
Administrative Agent to purchase Shares on the open market. Purchases of Shares
on the open market shall generally be made in each month of the Plan Year in
such frequency as may be determined by the Administrative Agent. The number of
Shares purchased depends upon the market price for Shares at the time the such
purchases are made.

          As of the last business day of each month, the Administrative Agent
shall determine the average cost of all Shares purchased during that month by
dividing the total number of Shares purchased into the total cost of such
Shares.

          At the time of purchase, those Participants for whose Subscriptions
and Additional Contributions were received will immediately acquire full
beneficial ownership of all Shares and of any fractional interest in Shares
purchased for their accounts.

          Unless otherwise requested by the Participant, all Shares are
registered in the name of the Administrator and remain so registered until
delivery is requested. Participants may request in writing, that a certificate
for any or all of their full Shares be delivered to them.

          Each Participant's account shall be increased in each month by the
number of Shares equal to the number obtained by dividing the sum of the
following by the average cost of the Shares for such month as determined by the
Administrative Agent:

     (a)  the Participant's Subscription in such month,

     (b)  the Additional Contribution made by the Participant in such month, and

     (c)  subject to Section 12, dividend income and proceeds from the sale of
          rights applicable to Shares held in Participant's account in such
          month, if any.

          Each Participant will receive confirmation from the Administrator on a
quarterly basis reflecting all changes in the amount of Shares held for the
Participant's account.
<PAGE>

12.  Dividends and Rights
     --------------------

          Participants' accounts are credited with all dividends paid in respect
of the full shares and any fractional shares held in their accounts. Cash
dividends are reinvested in the Shares as on the next monthly share purchase
date.

          Stock dividends, stock splits, or both, in respect of shares held in
the Participant's account will be credited to the account without charge.
Distributions of other securities (except pursuant to a merger, consolidation or
other reorganization of the Company) and rights to subscribe may be sold and the
proceeds will be handled in the same manner as a cash dividend.

13.  Withdrawals and Cancellation
     ----------------------------

          No withdrawals from the Participant's account are permissible unless
the Participant shall have at the same time requested cancellation of the
Subscription Agreement and withdrawal from participation in the Plan.

          A Participant may cancel the Subscription Agreement at any time by
filing a written request with the Payroll Office and directing that all full
Shares and any fractional interest in Shares in their accounts be sold and the
net proceeds remitted to them (less the regular brokerage commission,
registration fees or other normal charges, taxes or governmental charges payable
by the Participant) or they may request that the full Shares in the account be
delivered to them, along with a cheque representing the net proceeds of the sale
of the fractional interest in Shares. For the purposes of determining the amount
of any such cash payment, fractional Shares shall be valued using the average
cost of the Shares which were allocated in the month in which the effective date
of cancellation occurs. The cancellation shall become effective at the end of
the payroll period in which such written request is filed, and Participants may
not thereafter re-enroll in the Plan prior to the Enrolment Date next following
a period of 12 months commencing with the date of such cancellation.

          The Participant shall receive the whole Shares in the Participant's
account as of the effective date of cancellation. Payment shall be made in cash
for any fraction of a Share to which the Participant is entitled.

          Delivery of whole Shares and balance of payment, if any, shall be made
to the Participant at the end of the month following the month in which the
cancellation becomes effective. Such delivery of whole Shares shall be deemed to
have been made by the delivery of a share certificate as provided under Section
24, unless otherwise instructed by the Participant.
<PAGE>

          Any amount payable to a Participant under the Plan shall be determined
in Canadian dollars, and shall be converted to paid in United States dollars
within three days following the settlement date of the particular sale of
Shares.

14.  Intentionally Omitted
     ---------------------

15.  Transfers
     ---------

          The Subscription Agreement of a Participant who is transferred from a
Participating Company to another Participating Company, and whose transfer is
employer supported, shall remain in force.

16.  Leave of Absence
     ----------------

          While a Participant is on Leave of Absence, the Participant's
Subscription Agreement and any Additional Contributions to be made by the
Participating Company to such Participant shall be suspended until the
Participant's return.

          A Participant on Leave of Absence shall not be permitted to remit
payments for the purchase of Shares under this Plan unless so authorized by the
Directors.

          When continued participation in the Plan is authorized by the
Directors for a Participant on a Leave of Absence, an advance payment of the
amount required to cover the period of unpaid absence shall be made by cheque or
money order payable to the Participating Company. The amount of prepayment shall
be the amount that the Participant would otherwise be entitled to contribute
during the Leave of Absence if he or she had not taken a Leave of Absence
provided that the Participant shall not be entitled to change such amount
pursuant to Section 10 unless authorized by the Directors. A Participant on a
Leave of Absence who has been authorized by the Directors to make prepayments
for the purchase of Shares under the Plan may make the required prepayment in
installments by the use of two or more cheques. All but the first cheque may be
postdated so that payments for the period covered by each cheque will be made in
advance. Each cheque must cover payments for a minimum of two pay periods.

17.  Break in Continuous Service
     ---------------------------

          A Participant shall be deemed to have terminated participation in the
Plan, and the Subscription Agreement shall be deemed cancelled when there shall
have occurred a break in the Participant's Continuous Service as set out in
Section 3. The cancellation shall become effective at the end of the last day of
the month in which the
<PAGE>

Participant's break in Continuous Service occurred, and the Participant, or in
the case of death, the Participant's estate, shall direct the Administrative
Agent that either all full Shares and any fractional interest in Shares in their
accounts be sold and the net proceeds remitted to them (less the regular
brokerage commission, registration fees or other normal charges, taxes or
governmental charges payable by the Participant) or that the full Shares in the
account be delivered to them, along with a cheque representing the net proceeds
of the sale of the fractional interest in Shares. For the purposes of
determining the amount of any such cash payment, Shares shall be valued using
the average cost of the Shares which were allocated in the month in which the
effective date of cancellation occurs.

18.  Intentionally Omitted
     ---------------------

19.  Intentionally Omitted
     ---------------------

20.  Administrative Agent
     --------------------

          Bracknell shall enter into a Employee Share Purchase Plan
Administration Agreement ("Administration Agreement") with such person or
company authorized to carry on the activities of the Administrative Agent under
the Administration Agreement as may be designated from time to time by Bracknell
to act as Administrative Agent for the Plan. The Administrative Agreement shall
provide, among other things, that:

     a)   the Administrative Agent shall open and maintain accounts in the names
          of the Participants and to arrange purchases of the Shares;

     b)   all funds received by the Administrative Agent hereunder will be held,
          administered, invested and distributed by the Administrative Agent,
          and no part of the contributions held by the Administrative Agent
          shall be used for or diverted to purposes other than for the exclusive
          benefit of all Participants;

     c)   interest earned on all Subscriptions and all Additional Contributions
          shall be retained by the Administrative Agent for the account of
          Bracknell and shall be applied by the Administrative Agent as a credit
          first against the fees payable by Bracknell to the Administrative
          Agent as compensation for the administration of the Plan, second
          against brokerage fees and other expenses, if any, incidental to the
          purchase of Shares on the open market by the Administrative Agent or
          any person authorized to purchase Shares under the Plan and third
          against the fees and expenses of the Administrative Agent in the event
          of the removal or resignation of the Administrative Agent. Any surplus
          remaining after the payment of all such fees and expenses at the end
          of any Plan Year shall be paid by the Administrative Agent to
          Bracknell as soon as practicable after the end of the Plan Year.
<PAGE>

     d)   Participating Companies, in addition to their contributions described
          above, shall pay all administration expenses in connection with the
          operation of the Plan in proportion to the number of Participants of
          each such Participating Company or on such other reasonable basis as
          may be prescribed by the Directors from time to time, including,
          without limitation, all commissions for purchases of Shares.

     e)   commissions, taxes and all governmental or other charges in connection
          with sales, are payable by the Participant who order the transaction
          for his or her account;

     f)   the Administrator will deliver to each Participant, as promptly as
          practicable, by mail or otherwise, all notices of meetings, proxy
          statements and other material distributed by the Company to its
          shareholders. There is no charge to the Participants for the
          Administrator's retention or delivery of share certificates, or in
          connection with the notices, proxies or other such material. The whole
          Shares in each Participant's account shall be voted in accordance with
          such Participant's signed proxy instructions duly delivered. In the
          absence of such instructions, the Shares will not be voted. In the
          alternative, the Administrator may sign a proxy granting a Participant
          a right to vote, on behalf of the Administrator, the Shares held by
          the Administrator in the Participant's account;

     g)   Bracknell shall have authority to direct that there shall be more than
          one Administrative Agent and to designate the additional
          Administrative Agent or Administrative Agents. Bracknell shall have
          authority to remove the Administrative Agent or any successor
          Administrative Agent. Prior to any such removal, the Administrative
          Agent or any successor Administrative Agent shall be given at least 90
          days' prior notice in writing.

     h)   the Administrative Agent shall delegate to such person or persons as
          may be designated by Bracknell from time to time the power to purchase
          Shares on the open market. The Administrative Agent or any person
          authorized to purchase Shares under the Plan shall purchase Shares in
          accordance with Section 11. The Administrative Agent or any person
          authorized to purchase Shares under the Plan may temporarily hold in
          cash or invest Subscriptions and Additional Contributions in short-
          term government obligations or commercial paper pending investment of
          such funds in Shares.

     i)   Bracknell may select a firm of chartered accountants to examine the
          financial position and operations of the Plan, and to report at
          intervals determined by the Directors.
<PAGE>

21.  Rights not Transferable
     -----------------------

          Except insofar as applicable law may otherwise require, no right or
interest of any Participant under the Plan shall be assignable or transferable
as a whole or in part either directly or by operation of law or otherwise
including, without limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy, or in any other manner, but excluding devolution by reason of death.
Except insofar as applicable law may otherwise require, no right or interest of
any Participant under the Plan shall be liable for or subject to any obligation
or liability of such Participant.

22.  Modification of the Plan
     ------------------------

          Bracknell may modify the Plan provided that, subject to the provisions
of Sections 20, no part of any funds received by the Administrative Agent from
Participants for the purposes of the Plan shall be used for or diverted to
purposes other than for the exclusive benefit of Participants.

          Any such modification shall be effective at such date as Bracknell may
determine, except that no such modification, other than one of a minor nature,
may apply to any period prior to the announcement of the modification unless, in
the opinion of Bracknell, such modification is necessary or advisable in order
to comply with the provisions of applicable legislation (including any
regulations or rulings thereunder) or would not adversely affect the rights of
Participants in respect of the Plan. Notice of any modification of the Plan
shall be given promptly to the Administrative Agent, to the Administrator and to
Participating Companies and, except for changes of a minor nature which do not
adversely affect their interests, shall also be given to all Participants.

23.  Termination of Subscriptions under the Plan
     - Liquidation of the Plan - Withdrawals
       -------------------------------------

          Bracknell may at any time terminate the operation of the Plan. Prior
to any such termination, each Participant and each Participating Company shall
be given at least 30 days' notice in writing. In the event of the termination of
the Plan, each Participant shall direct the Administrative Agent that either all
full Shares and any fractional interest in Shares in their accounts be sold and
the net proceeds remitted to them (less the regular brokerage commission,
registration fees or other normal charges, taxes or governmental charges payable
by the Participant) or that the full Shares in the account be delivered to them,
along with a cheque representing the net proceeds of the sale of the fractional
interest in Shares. For the purposes of determining the amount of any such cash
payment, Shares shall be valued using the average cost of the Shares which were
allocated in the month in which the effective date of cancellation occurs. For
the purposes of making such cash payment, the Administrative Agent shall sell
the fractional Shares of the Participants in the open market and the proceeds of
any such
<PAGE>

sale shall be divided among the Participants in proportion to the number of
fractional Shares held by such Participants.

24.  Communications with Participants
     --------------------------------

          A statement of account shall be issued to each Participant as of the
last day of each completed quarter of the Plan Year or as of the date of
termination of participation in the Plan.

          The above statement of account shall be delivered to the address of
the Participant as indicated in Section 11 above.

          Other notices and reports may be deemed duly given when mailed to the
Participant's address of record and shall be deemed duly given when so mailed.

25.  Administration and Interpretation of the Plan
     ---------------------------------------------

          Bracknell shall designate the Administrative Agent and the
Administrator of this Plan. Expenses of administering the Plan, including
brokerage fees and the fees and expenses of the Administrative Agent and of the
Administrator, shall be borne by the Participating Companies in proportion to
the number of Participants of each such Participating Company or on such other
reasonable basis as may be prescribed by the Directors from time to time.

          The general administration of the Plan and the responsibility for
carrying out its provisions shall be vested in the Directors, which shall
appoint the Committee. Determinations of the Directors as to any questions which
may arise with respect to the interpretation of the provisions of the Plan shall
be final and binding on Participants, including the operation of the Plan in
compliance with any trade or collective bargaining agreement, applicable law, or
any other document.


26.  No Enlargement Of Employee Rights

          Nothing contained in this Plan shall be deemed to give any Participant
the right to be retained in the employ of the Company or any Participating
Company or to interfere with the rights of the Company or any Participating
Company to discharge any Participant at any time.

27.  Market Fluctuation
<PAGE>

          There is no guarantee under the Plan against loss of value of the
Shares. In seeking the benefits of participation in the Plan, an employee must
accept the risk of a decline in the market price of the Shares and total loss of
his or her investment in the shares. The Company, any Participating Company, the
Administrator, Administrative Agent, or the Committee will not bear any
responsibility for any loss that may occur as a result of such market
fluctuation or otherwise. None of the Company, any Participating Company, the
Administrator, Administrative Agent, or the Committee will makes any
representation or warranty that the Shares are suitable investments for any
particular eligible employee.

          Subject to section 11, any purchase or sale of the Shares or any other
security by the Administrator provided for in this Plan may be at such price or
prices and at such time or times for the purchase or sale of such shares or
securities, as are readily available on the open market in Canada. The
Administrator, the Participating Company, the Company, and the Administrative
Agent shall not be liable for the failure to purchase or sell the Shares or any
other securities at any particular price, time or at all.

28.  Governing Law

          This Plan shall be governed by the law of the Province of Ontario.

29.  Effective Date

          This Plan shall be effective April 1, 2000, subject to necessary
approvals of the Board of Directors of the Company.