<PAGE>

                                                                   EXHIBIT 4.6

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           NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF UNITHOLDERS
                                  TO BE HELD ON
                            THURSDAY, APRIL 25, 2002

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the
"Meeting") of the holders (the "Unitholders") of trust units ("Trust Units") of
ENERPLUS RESOURCES FUND ("Enerplus") will be held in Conference Rooms "A" and
"B", Plus 30 Level of Western Canadian Place, 700 - 9th Avenue S.W., Calgary,
Alberta, on Thursday, April 25, 2002 at the hour of 10:00 a.m. (Calgary time)
for the following purposes:

1.   to receive and consider the consolidated financial statements of Enerplus
     for the year ended December 31, 2001, together with the auditor's report
     thereon;

2.   to nominate certain directors of EnerMark Inc. for the ensuing year or
     until their successors are duly elected or appointed;

3.   to nominate the auditors of Enerplus for the ensuing year at a
     remuneration to be fixed by the directors of EnerMark Inc.;

4.   to consider, and if thought fit, to pass, an extraordinary resolution
     to approve the amendment of Enerplus' trust indenture, as more fully
     described in the accompanying Information Circular and Proxy Statement;

5.   to consider, and if thought fit, to pass, an ordinary resolution to
     approve the continuation of Enerplus' unitholder rights plan and its
     amendment and restatement, as more fully described in the accompanying
     Information Circular and Proxy Statement; and

6.   to transact any other business which may properly come before the Meeting
     or any adjournment(s) thereof.

The specific details of the matters proposed to be put before the Meeting and
the text of the resolutions proposed are set forth in the Information Circular
and Proxy Statement which accompanies this Notice.

Every registered holder of Trust Units at the close of business on March 7, 2002
is entitled to receive notice of and vote its Trust Units at the Meeting on the
basis of one vote for each Trust Unit held. No person acquiring Trust Units
after such date is entitled to vote at the Meeting or any adjournment thereof.

THE QUORUM FOR THIS MEETING IS TWO OR MORE INDIVIDUALS PRESENT IN PERSON OR BY
PROXY REPRESENTING AT LEAST 5% OF THE OUTSTANDING TRUST UNITS.

UNITHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
FORM OF PROXY IN THE ENVELOPE PROVIDED IF THEY CANNOT ATTEND THE MEETING.
ADDITIONALLY, NON-REGISTERED UNITHOLDERS (BEING UNITHOLDERS WHO HOLD THEIR TRUST
UNITS THROUGH BROKERAGE ACCOUNTS OR OTHER INTERMEDIARIES) WHO WISH TO APPEAR IN
PERSON AND VOTE AT THE MEETING MUST APPOINT THEMSELVES AS PROXY BY INSERTING
THEIR NAME IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY AND RETURNING THE
FORM OF PROXY IN THE ENVELOPE PROVIDED. To be used at the Meeting, the Form of
Proxy must be received by CIBC Mellon Trust Company at 200 Queen's Quay East,
Unit #6, Toronto, Ontario, M5A 4K9, Attention: Proxy Department, not less than
24 hours before the Meeting or any adjournment(s) thereof. Further instructions
with respect to voting by proxy are provided in the Form of Proxy and in the
Information Circular and Proxy Statement accompanying this Notice.

Dated at Calgary, Alberta, this 7th day of March, 2002.

                                     By order of the Board of Directors
                                     of EnerMark Inc.

                                     "CHRISTINA S. MEEUWSEN"
                                     ------------------------------------------
                                     Christina S. Meeuwsen, Corporate Secretary
                                     EnerMark Inc.


<PAGE>

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                    INFORMATION CIRCULAR AND PROXY STATEMENT

SOLICITATION OF PROXIES

THIS INFORMATION CIRCULAR AND PROXY STATEMENT (THE "INFORMATION CIRCULAR") IS
FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF
ENERPLUS RESOURCES FUND ("ENERPLUS" OR THE "FUND") FOR USE AT THE ANNUAL GENERAL
AND SPECIAL MEETING (THE "MEETING") OF THE HOLDERS (THE "UNITHOLDERS") OF TRUST
UNITS (THE "TRUST UNITS") OF ENERPLUS TO BE HELD IN CONFERENCE ROOMS "A" AND
"B", PLUS 30 LEVEL OF WESTERN CANADIAN PLACE, CALGARY, ALBERTA, ON THURSDAY,
APRIL 25, 2002, COMMENCING AT 10:00 A.M. (CALGARY TIME) FOR THE PURPOSES SET
FORTH IN THE NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF UNITHOLDERS (THE
"NOTICE OF MEETING") ACCOMPANYING THIS INFORMATION CIRCULAR. Solicitation of
proxies may be made through the mail, by telephone or in person by management of
Enerplus. The costs incurred in the solicitation of proxies and in the
preparation and mailing of this Information Circular will be borne by Enerplus.

NOTICE TO BENEFICIAL HOLDERS OF TRUST UNITS

THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY
UNITHOLDERS OF THE FUND, AS A SUBSTANTIAL NUMBER OF THE UNITHOLDERS DO NOT HOLD
TRUST UNITS IN THEIR OWN NAME. Unitholders who do not hold their Trust Units in
their own name (referred to herein as "Beneficial Unitholders") should note that
only proxies deposited by Unitholders whose names appear on the records of the
Fund as the registered holders of Trust Units can be recognized and acted upon
at the Meeting. If the Trust Units are listed in an account statement provided
to a Unitholder by a broker, then in almost all cases those Trust Units will not
be registered in the Unitholder's name on the records of the Fund. Such Trust
Units will more likely be registered under the name of the Unitholder's broker
or an agent of that broker. In Canada, the vast majority of such Trust Units are
registered under the name of CDS & Co. (the registration name for The Canadian
Depositary for Securities Limited, which acts as nominees for many Canadian
brokerage firms). Trust Units held by brokers or their nominees can only be
voted (for or against resolutions) upon the instructions of the Beneficial
Unitholder. Without specific instructions, the brokers/nominees are prohibited
from voting Trust Units for their clients. Enerplus does not know for whose
benefit the Trust Units registered in the name of CDS & Co. are held.

Applicable regulatory policy requires intermediaries/brokers to seek voting
instructions from Beneficial Unitholders in advance of securityholders'
meetings. Every intermediary/broker has its own mailing procedures and provides
its own return instructions, which should be carefully followed by Beneficial
Unitholders in order to ensure that their Trust Units are voted at the Meeting.
Often, the form of proxy supplied to a Beneficial Unitholder by its broker is
identical to the form of proxy provided to registered Unitholders; however, its
purpose is limited to instructing the registered Unitholder how to vote on
behalf of the Beneficial Unitholder. The majority of brokers now delegate
responsibility for obtaining instructions from clients to Independent Investor
Communications Corporation ("IICC"). IICC typically mails a scannable Voting
Instruction Form in lieu of the Form of Proxy. Beneficial Holders are requested
to complete and return the Voting Instruction Form to IICC by mail or facsimile.
Alternatively, Beneficial Holders can call a toll-free telephone number or
access IICC's dedicated voting website at www.proxyvotecanada.com to deliver
their voting instructions and vote the Trust Units held by them. IICC then
tabulates the results of all instructions received and provides appropriate
instructions respecting the voting of Trust Units to be represented at the
Meeting. A Beneficial Unitholder receiving a Voting Instruction Form cannot use
that Voting Instruction Form to vote Trust Units directly at the Meeting as the
Voting Instruction Form must be returned as directed by IICC well in advance of
the Meeting in order to have the Trust Units voted. Beneficial Holders who
receive forms of proxies or voting materials from organizations other than IICC
should complete and return such forms of proxies or voting materials in
accordance with the insructions on such materials in order to properly vote
their Trust Units at the Meeting.


<PAGE>

APPOINTMENT AND REVOCATION OF PROXIES

A Form of Proxy accompanies the Notice of Meeting and this Information Circular.
The persons named in the Form of Proxy are officers of EnerMark Inc. (a wholly
owned subsidiary of the Fund) and Enerplus Global Energy Management Company
("EGEM") (the manager of Enerplus). A PERSON OR CORPORATION SUBMITTING THE PROXY
HAS THE RIGHT TO APPOINT A PERSON (WHO DOES NOT HAVE TO BE A UNITHOLDER) TO BE A
REPRESENTATIVE AT THE MEETING, OTHER THAN THE PERSONS DESIGNATED IN THE FORM OF
PROXY FURNISHED BY ENERMARK INC. SUCH APPOINTMENT MAY BE EXERCISED BY INSERTING
THE NAME OF THE APPOINTED REPRESENTATIVE IN THE BLANK SPACE PROVIDED FOR THAT
PURPOSE. Unitholders are requested to complete, sign, date and return the
accompanying Form of Proxy in the envelope provided if they cannot attend the
Meeting. Additionally, non-registered Unitholders (being Unitholders who hold
their Trust Units through brokerage accounts or other intermediaries) who wish
to appear in person and vote at the Meeting must appoint themselves as proxy by
inserting their name in the blank space provided on the Form of Proxy and
returning the Form of Proxy in the envelope provided. A Form of Proxy will not
be valid unless it is completed and delivered to CIBC Mellon Trust Company at
200 Queen's Quay East, Unit #6, Toronto, Ontario, M5A 4K9, Attention: Proxy
Department, at least 24 hours before the Meeting or any adjournment(s) thereof
or to the Chairman at the Meeting.

A Unitholder who has given a proxy may revoke it by depositing an instrument in
writing executed by such Unitholder (or by an attorney duly authorized in
writing) or, if such Unitholder is a corporation, by any duly authorized officer
or attorney of the corporation, either at the offices of CIBC Mellon Trust
Company described above at any time up to and including the close of business on
the last business day preceding the Meeting or any adjournment(s) thereof, or
with the Chairman of the Meeting on the day thereof or any adjournment(s)
thereof.

EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed Form of Proxy will, if the instructions are
clear, vote the Trust Units represented by that Form of Proxy, and where a
choice with respect to any matter to be acted upon has been specified in the
Form of Proxy, the Trust Units will be voted in accordance with those
instructions. IF NO SPECIFICATION HAS BEEN MADE IN ANY FORMS OF PROXY RECEIVED
BY ENERPLUS, THE TRUST UNITS REPRESENTED BY THOSE FORMS OF PROXY WILL BE VOTED
TO APPROVE EACH MATTER FOR WHICH NO SPECIFICATION HAS BEEN MADE.

The enclosed Form of Proxy confers discretionary authority on the persons
appointed with respect to amendments or variations of matters identified in the
Notice of Meeting or other matters that may properly come before the Meeting. At
the time of printing this Information Circular, management of Enerplus is not
aware of any such amendments, variations or other matters.

TRUST UNITS AND PRINCIPAL HOLDERS OF TRUST UNITS

As at March 7, 2002, there were 69,622,119 Trust Units issued and outstanding to
which are attached voting rights, and the registered holders of Trust Units at
the close of business on March 7, 2002 are entitled to attend and vote at the
Meeting on the basis of one vote for each Trust Unit held. No person acquiring
Trust Units after such date shall be entitled to vote at the Meeting or any
adjournment thereof.

To the best of the knowledge of management of Enerplus, no person beneficially
owns, directly or indirectly, or exercises control or direction over, Trust
Units carrying more than 10% of the voting rights attached to the issued and
outstanding Trust Units which may be voted at the Meeting. The information as to
Trust Units beneficially owned, not being within the knowledge of Enerplus, has
been derived from sources available to Enerplus.


                                     - 2 -
<PAGE>

                     MATTERS TO BE ACTED UPON AT THE MEETING

1.   CONSIDERATION OF FINANCIAL STATEMENTS

The consolidated financial statements of Enerplus for the year ended December
31, 2001, together with the auditors' report thereon, have been included in
Enerplus' 2001 annual report and have been mailed to the Unitholders together
with this Information Circular.

2.   NOMINATION OF CERTAIN DIRECTORS OF ENERMARK INC.

The board of directors of EnerMark Inc. (the "Board of Directors") is
responsible for the administration of the business and affairs of Enerplus and
its operating subsidiaries. Pursuant to the governing documents of Enerplus, the
Unitholders are entitled to nominate the directors of EnerMark Inc., with the
exception of three directors who may be nominated by EGEM. Following such
nominations, the Fund, as the holder of all of the shares of EnerMark Inc., will
vote such shares to elect those persons nominated by the Unitholders, together
with EGEM's nominees, to the Board of Directors.

The term of office for each director is from the date at which he or she is
elected until the next annual meeting of Unitholders or until a successor is
elected or appointed. At the Meeting, a total of six individuals are proposed to
be nominated by the Unitholders as directors of EnerMark Inc., in addition to
the three nominees of EGEM described above. It is the intention of the persons
named in the enclosed Form of Proxy, if not directed to the contrary in such
Form of Proxy, to vote such proxies in favour of the nomination of the persons
specified below. Management does not contemplate that any of the nominees will
be unable to serve as a director, but should that circumstance arise for any
reason prior to the Meeting, the persons named in the enclosed Form of Proxy
reserve the right to vote for another nominee at their discretion.

The name, municipality of residence, date of appointment, principal occupation
and number of Trust Units owned, directly or indirectly, or over which control
or direction is exercised, with respect to each of the six nominees to be voted
upon by the Unitholders is set forth as follows:

<TABLE>
<CAPTION>
 NAME AND MUNICIPALITY OF                                                                       TRUST UNITS
        RESIDENCE             DIRECTOR SINCE              PRINCIPAL OCCUPATION               BENEFICIALLY OWNED
--------------------------- ------------------- ------------------------------------------ -----------------------
<S>                           <C>               <C>                                          <C>
Andre Bineau(2)               February, 1996    Vice President of Association de                  7,093
Montreal, Quebec                                bienfaisance et de retraite des
                                                policiers et policieres de la Ville de
                                                Montreal (a municipal pension plan)

Derek J.M.                      June, 2001      Secretary/Manager, City of Ottawa                 3,936
Fortune(4)(5)(6)                                Superannuation Fund (a municipal pension
Ottawa, Ontario                                 plan)

Douglas R.                      July, 2000      President of Charles Avenue Capital               11,378
Martin(1)(4)(5)                                 Corp. (a private merchant banking
Calgary, Alberta                                company)

Arne Nielsen(3)(6)              June, 2001      Chairman of Shiningbank Energy                     Nil
Calgary, Alberta                                Management Inc. (manager of an energy
                                                investment trust)

Robert Normand(2)(4)(6)         June, 2001      Businessman                                       1,246
Montreal, Quebec

Harry B. Wheeler(2)(3)        January, 2001     President of Colchester Investments Ltd.         406,037
Calgary, Alberta                                (a private investment firm)
</TABLE>

As stated above, EGEM is entitled to nominate three of the members of the Board
of Directors whose appointment will not be voted upon by the Unitholders. The
name, municipality of residence, date of


                                     - 3 -
<PAGE>

appointment and number of Trust Units beneficially owned, directly or
indirectly, or over which control or discretion is exercised, for each of
EGEM's nominees are as follows:

<TABLE>
<CAPTION>
 NAME AND MUNICIPALITY OF                                                                       TRUST UNITS
        RESIDENCE             DIRECTOR SINCE              PRINCIPAL OCCUPATION               BENEFICIALLY OWNED
--------------------------- ------------------- ------------------------------------------ -----------------------
<S>                            <C>              <C>                                          <C>
Gordon J. Kerr(5)               May, 2001       President and Chief Executive Officer of          6,659
Calgary, Alberta                                EnerMark Inc. and EGEM

Eric P. Tremblay(3)           January, 2001     Senior Vice President of Capital Markets          8,196
Calgary, Alberta                                of EnerMark Inc. and EGEM

Robert L. Zorich              January, 2001     Managing Director of EnCap Investments            6,623
Houston, Texas                                  L.C. (a wholly owned subsidiary of El
                                                Paso Energy Corporation, which provides
                                                equity financing to the oil and gas
                                                industry)
</TABLE>

NOTES:

(1)  Chairman of the Board of Directors.

(2)  The Audit and Risk  Management  Committee  is comprised  of Robert
     Normand as Chairman,  Andre Bineau and Harry B. Wheeler.

(3)  The Environment, Safety and Reserves Committee is comprised of Harry B.
     Wheeler as Chairman, Arne Nielsen and Eric P. Tremblay.

(4)  The  Corporate  Governance  Committee is comprised  of Douglas R. Martin
     as Chairman,  Robert  Normand and Derek J. M. Fortune.

(5)  The Compensation and Human Resources Committee is comprised of Derek J.
     M. Fortune as Chairman, Douglas R. Martin and Gordon J. Kerr.

(6)  Prior to the merger of Enerplus and EnerMark Income Fund on June 21,
     2001, each of Derek J.M. Fortune, Arne Nielsen and Robert Normand was a
     director of Enerplus Resources Corporation ("ERC"), the entity
     responsible for governance of Enerplus prior to the merger. Mr. Fortune
     was a director of ERC since June, 1992, Mr. Nielsen was a director of
     ERC since June, 2000 and Mr. Normand was a director of ERC since March,
     1998.

The Board of Directors does not have an Executive Committee. The information as
to Trust Units beneficially owned, directly or indirectly, or over which control
or direction is exercised, not being within the knowledge of Enerplus, has been
furnished by the respective directors individually.

3.   NOMINATION OF AUDITORS

At the Meeting, Unitholders will be asked to appoint Arthur Andersen LLP,
Chartered Accountants, an Ontario limited liability partnership, as auditors of
Enerplus until the next annual general meeting of Unitholders at a remuneration
to be fixed by the directors of EnerMark Inc. Arthur Andersen LLP were first
appointed auditors of Enerplus on November 27, 1985. Additional information
regarding the appointment of Arthur Andersen LLP as the Fund's auditors, as well
as other auditor-related matters, is outlined below under the heading
"Amendments to the Trust Indenture".

4.   AMENDMENTS TO TRUST INDENTURE

The Fund's Trust Indenture currently states that the appointment or removal of
the Fund's auditors (as well as the appointment of a new auditor upon such
removal) must be approved by the Fund's Unitholders, and the Trust Indenture is
currently silent on the process to be undertaken in the event that the Fund's
auditors resign. The Board of Directors believes that it is in the best
interests of Enerplus and the Unitholders to amend the provisions of the Trust
Indenture to remove the uncertainty surrounding certain auditor-related matters
and provide the Board of Directors with more flexibility to deal with the
appointment of the Fund's auditors in the case of an auditors' resignation or,
in certain circumstances, removal.

Enerplus proposes to amend the Trust Indenture so that it will generally mirror
certain provisions of the BUSINESS CORPORATIONS ACT (Alberta) regarding the
appointment, removal and resignation of auditors. In particular, Enerplus
proposes that, if the Fund's auditors resign or are removed by the Unitholders
without a successor properly appointed, the Board of Directors would have the
power to appoint new auditors to fill the vacancy


                                     - 4 -
<PAGE>

created by the resignation or removal. The new auditors would hold office
until the next annual meeting of the Fund's Unitholders.

At the Meeting, the Fund's Unitholders will be asked to consider, and if thought
fit, to pass, an Extraordinary Resolution in the form set forth in Appendix "A"
to this Information Circular to approve the amendment of the Trust Indenture
with respect to certain auditor-related matters. The Trust Indenture states that
any material amendment to the Trust Indenture requires the approval by way of an
Extraordinary Resolution of the Unitholders, which means that the resolution
must be approved by at least 66 2/3% of the votes cast by the Unitholders at the
Meeting. If the resolution is passed as required, CIBC Mellon Trust Company, as
Trustee of the Fund, EnerMark Inc. and Enerplus Resources Corporation will enter
into an amended and restated Trust Indenture to reflect the proposed amendments.

Arthur Andersen LLP, the current and proposed auditors of the Fund for the next
year, have provided the Board of Directors with an agreement that provides for
their resignation as auditors of the Fund if the Board determines that a change
in auditors would be in the best interests of Enerplus and its Unitholders. The
Board of Directors will continue to monitor the situation involving the Arthur
Andersen organization and will not hesitate to request the resignation of Arthur
Andersen LLP if the situation is not resolved in a manner that the Board of
Directors believes would justify the continuation of Arthur Andersen LLP's role
as auditors of Enerplus and which is in the best interests of Enerplus and its
Unitholders.

The proposed amendments do not change the basic concept that, in the absence of
extraordinary events, the Unitholders are to appoint the Fund's auditors.

IT IS THE INTENTION OF THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY, IF NAMED
AS PROXY AND NOT EXPRESSLY DIRECTED TO THE CONTRARY, TO VOTE IN FAVOUR OF THE
ABOVE RESOLUTION.

5.   APPROVAL OF THE CONTINUATION OF THE UNITHOLDER RIGHTS PLAN AND THE
     AMENDED AND RESTATED UNITHOLDER RIGHTS PLAN

BACKGROUND

Enerplus and CIBC Mellon Trust Company (the "Rights Agent") originally entered
into an agreement dated March 5, 1999 to implement a unitholder rights plan (the
"Original Plan"). The Original Plan was confirmed by the Unitholders of the Fund
at the annual general and special meeting of Enerplus held on April 23, 1999. A
unitholder rights plan creates a right (which can only be exercised when a
person acquires control of 20% or more of the outstanding Trust Units) for each
unitholder, other than the 20% buyer, to acquire additional Trust Units at
one-half of the market price at the time of exercise. This significantly dilutes
the position of the 20% buyer and practically prevents that person from
acquiring control of 20% or greater of the Trust Units unless the rights plan
has been withdrawn or the buyer makes a Permitted Bid (as discussed below). The
easiest way for the buyer to have a rights plan withdrawn is for it to negotiate
with the Board of Directors to have the rights plan waived or to apply to a
securities commission to order withdrawal of the rights plan if Enerplus cannot
develop an auction for the Fund. Both of these approaches will give the Board of
Directors more time and control over any sale process and increase the
likelihood of a better offer to the Fund's Unitholders. See "Objectives of the
Amended Plan" below.

Under the terms of the Original Plan, the continued existence of the Original
Plan must be approved and reconfirmed by the Independent Unitholders (as defined
in the Original Plan) on or before the date of the Fund's 2002 annual meeting.
An "Independent Unitholder" is generally any Unitholder other than an "Acquiring
Person" (as defined in the Original Plan) and its associates and affiliates. As
of the date of this Information Circular, Enerplus is not aware of any
Unitholder who would not be considered an Independent Unitholder, and therefore
it is anticipated that all Unitholders will be eligible to vote their Trust
Units on the resolution set forth below.

Enerplus has reviewed its Original Plan for conformity with current practices of
Canadian issuers with respect to shareholder and unitholder rights plan design.
Based on its review, Enerplus has determined that, since March, 1999, when the
Original Plan was implemented, there have been few changes in those practices.
As a result, on


                                     - 5 -
<PAGE>

March 7, 2002, the Board of Directors resolved to continue the Original Plan
with certain amendments by approving an amended and restated unitholder
rights plan (the "Amended Plan") proposed to be dated April 25, 2002, subject
to regulatory approval and approval by the Independent Unitholders at the
Meeting. Other than the few exceptions described in Appendix "B" to this
Information Circular, the Amended Plan is identical to the Original Plan in
all material respects.

A summary of the key features of the Amended Plan is attached as Appendix "B" to
this Information Circular. All capitalized terms used in this section of the
Information Circular and Appendix "B" have the meaning set forth in the Amended
Plan unless otherwise indicated. The complete text of the Amended Plan is posted
on Enerplus' website at www.enerplus.com and is available to any Unitholder on
request from the Corporate Secretary of EnerMark Inc.

TEXT OF RESOLUTION

At the Meeting, the Fund's Independent Unitholders will be asked to consider
and, if thought fit, to pass, a resolution in the form set forth below to
approve the continuation of Enerplus' unitholder rights plan and its amendment
and restatement in the form of the Amended Plan:

     BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

     1.   The unitholder rights plan of Enerplus Resources Fund ("Enerplus")
          be continued and the Amended and Restated Unitholder Rights Plan
          Agreement to be made as of April 25, 2002 between Enerplus and CIBC
          Mellon Trust Company (the "Rights Agent"), which amends and
          restates the Unitholder Rights Plan Agreement dated March 5, 1999
          between Enerplus and the Rights Agent (the "Original Plan") and
          continues the rights issued under the Original Plan, be and it is
          hereby ratified, confirmed and approved.

     2.   Any director or officer of EnerMark Inc. be authorized to do all
          such things and execute all such documents and instruments as may
          be necessary or desirable to give effect to this resolution.

IT IS THE INTENTION OF THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY, IF NAMED
AS PROXY AND NOT EXPRESSLY DIRECTED TO THE CONTRARY, TO VOTE IN FAVOUR OF THE
ABOVE RESOLUTION.

VOTE REQUIRED

Unitholder approval and reconfirmation of the Amended Plan is not required by
law but is required by the terms of the Original Plan and applicable stock
exchange rules. The foregoing resolution must be approved by a simple majority
of 50% plus one vote of the votes cast by the Independent Unitholders at the
Meeting. If the above resolution is passed at the Meeting, then Enerplus and the
Rights Agent will execute the Amended Plan effective as of the date the
resolution is passed.

If the resolution is not passed at the Meeting, the Original Plan will become
void and of no further force and effect, the Amended Plan will not be executed
and will never become effective and Enerplus will no longer have any form of
unitholder rights plan.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors has determined that it continues to be advisable and in
the best interests of Enerplus and its Unitholders that Enerplus have in place a
unitholder rights plan in the form of the Amended Plan. Accordingly, the Board
of Directors unanimously recommends that the Unitholders vote in favour of the
reconfirmation and approval of the Amended Plan. Enerplus has been advised that
the directors of EnerMark Inc. and senior officers of EnerMark Inc. and EGEM
intend to vote all Trust Units held by them in favour of the confirmation and
approval of the Amended Plan.


                                     - 6 -
<PAGE>

The Board of Directors reserves the right to alter any terms of or not proceed
with the Amended Plan at any time prior to the Meeting if the Board of Directors
determines that it would be in the best interests of Enerplus and the
Unitholders to do so, in light of subsequent developments.

OBJECTIVES OF THE AMENDED PLAN

In the case of both the Original Plan and the Amended Plan, neither plan was
adopted or approved in response to or in anticipation of any pending or
threatened take-over bid, nor to deter take-over bids generally. As of the date
of this Information Circular, the Board of Directors was not aware of any third
party considering or preparing any proposal to acquire control of Enerplus. The
primary objectives of the Amended Plan, as with the Original Plan, are to ensure
that, in the context of a bid for control of Enerplus through an acquisition of
the Fund's Trust Units, the Board of Directors has sufficient time to explore
and develop alternatives for maximizing Unitholder value, to provide adequate
time for competing bids to emerge, to ensure that Unitholders have an equal
opportunity to participate in such a bid and to give them adequate time to
properly assess the bid and lessen the pressure to tender typically encountered
by a securityholder of an issuer that is subject to a bid.

In approving the Amended Plan, the Board of Directors considered the following
concerns inherent in the existing legislative framework governing take-over bids
in Canada:

     (a)  TIME. Current legislation permits a take-over bid to expire in 35
          days. The Board of Directors is of the view that this is not
          sufficient time to permit Unitholders to consider a take-over bid and
          to make a reasoned and unhurried decision. The Amended Plan provides a
          mechanism whereby the minimum expiry period for a Take-over Bid must
          be 45 days after the date of the bid and the bid must remain open for
          a further period of 10 Business Days after the Offeror publicly
          announces that the Trust Units deposited or tendered and not withdrawn
          constitute more than 50% of the Trust Units outstanding held by
          Independent Unitholders (generally, Unitholders other than the Offeror
          or Acquiring Person (someone who beneficially owns greater than 20% of
          the outstanding Trust Units), their Associates and Affiliates, and
          Persons acting jointly or in concert with the Offeror or Acquiring
          Person). The Amended Plan is intended to provide Unitholders with
          adequate time to properly evaluate the offer and to provide the Board
          of Directors with sufficient time to explore and develop alternatives
          for maximizing Unitholder value. Those alternatives could include, if
          deemed appropriate by the Board of Directors, the identification of
          other potential bidders, the conducting of an orderly auction or the
          development of a restructuring alternative which could enhance
          Unitholder value.

     (b)  PRESSURE TO TENDER. A Unitholder may feel compelled to tender to a bid
          which the Unitholder considers to be inadequate out of a concern that
          failing to tender may result in the Unitholder being left with
          illiquid or minority discounted securities in Enerplus. This is
          particularly so in the case of a partial bid for less than all
          securities of a class, where the bidder wishes to obtain a control
          position but does not wish to acquire all of the Trust Units. The
          Amended Plan provides a Unitholder approval mechanism in the Permitted
          Bid provision which is intended to ensure that a Unitholder can
          separate the tender decision from the approval or disapproval of a
          particular take-over bid. By requiring that a bid remain open for
          acceptance for a further 10 Business Days following public
          announcement that more than 50% of the Trust Units held by Independent
          Unitholders have been deposited, a Unitholder's decision to accept a
          bid is separated from the decision to tender, lessening the undue
          pressure to tender typically encountered by a securityholder of an
          issuer that is the subject of a take-over bid.

     (c)  UNEQUAL TREATMENT. While existing securities legislation has
          substantially addressed many concerns of unequal treatment, there
          remains the possibility that control of an issuer may be acquired
          pursuant to a private agreement in which a small group of
          securityholders dispose of their securities at a premium to market
          price which premium is not shared with other securityholders. In
          addition, a person may slowly accumulate securities through stock
          exchange acquisitions which may result, over time, in an acquisition
          of control without payment of fair value for control or a fair sharing
          of a control premium among all


                                     - 7 -
<PAGE>

          securityholders. The Amended Plan addresses these concerns by
          applying to all acquisitions of greater than 20% of the Trust
          Units, to better ensure that Unitholders receive equal treatment.

GENERAL IMPACT OF THE AMENDED PLAN

It is not the intention of the Board of Directors, in continuing Enerplus'
unitholder rights plan, to secure the continuance of existing directors or
management in office, nor to avoid a bid for control of Enerplus in a
transaction that is fair and in the best interests of Unitholders. For example,
through the Permitted Bid mechanism, described in more detail in the summary
contained in Appendix "B", Unitholders may tender to a bid which meets the
Permitted Bid criteria without triggering the Amended Plan, regardless of the
acceptability of the bid to the Board of Directors. Furthermore, even in the
context of a bid that does not meet the Permitted Bid criteria, the Board of
Directors will continue to be bound to consider fully and fairly any bid for
Enerplus' Trust Units in any exercise of its discretion to waive application of
the Amended Plan or redeem the Rights. In all such circumstances, the Board of
Directors must act honestly and in good faith with a view to the best interests
of Enerplus and its Unitholders.

The Amended Plan does not preclude any Unitholder from utilizing the proxy
mechanism to promote a change in the management or direction of Enerplus, and
has no effect on the rights of holders of outstanding Trust Units of Enerplus to
requisition a meeting of Unitholders in accordance with the provisions of
Enerplus' governing documents and securities legislation, or to enter into
agreements with respect to voting their Trust Units. The definitions of
"Acquiring Person" and "Beneficial Ownership" have been developed to minimize
concerns that the plan may be inadvertently triggered or triggered as a result
of an overly-broad aggregating of holdings of institutional Unitholders and
their clients.

The Amended Plan will not interfere with the day-to-day operations of Enerplus.
The issuance of the Rights does not in any way alter the financial condition of
Enerplus, impede its business plans or alter its financial statements. In
addition, the Amended Plan is initially not dilutive and is not expected to have
any effect on the trading of Trust Units. However, if a Flip-In Event occurs and
the Rights separate from the Trust Units, as described in the summary contained
in Appendix "B", reported earnings per unit and reported cash flow per unit on a
fully-diluted or non-diluted basis may be affected. In addition, holders of
Rights not exercising their Rights after a Flip-In Event may suffer substantial
dilution.

In summary, the Board of Directors believes that the dominant effect of the
Amended Plan will be to enhance Unitholder value, and ensure equal treatment of
all Unitholders in the context of an acquisition of control.

CANADIAN FEDERAL INCOME TAX CONSEQUENCES

Under the provisions of the INCOME TAX ACT (Canada) the ("Tax Act"), the issue
of the Rights can give rise to a taxable benefit which must be included in the
income of Unitholders. However, no amount must be included in the income of
Unitholders if the Rights do not have a monetary value at the date of issue.
Enerplus considers that the Rights, when issued, will have negligible monetary
value, there being only a remote possibility that the Rights will ever be
exercised.

Assuming that the Rights have no value, Unitholders will not be required to
include any amount in income, or be subject to withholding tax, under the Tax
Act as a result of the issuance of the Rights. The Rights will be considered to
have been acquired at no cost.

The holders of Rights may have an income inclusion, or be subject to tax, under
the Tax Act if the Rights are exercised or otherwise disposed of.

This statement is of a general nature only and is not intended to constitute nor
should it be construed to constitute legal or tax advice to any particular
Unitholder. Unitholders are advised to consult their own tax advisors regarding
the consequences of acquiring, holding, exercising or otherwise disposing of
their Rights, taking into account their own particular circumstances and any
applicable tax laws.


                                     - 8 -
<PAGE>

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

As Enerplus considers that the possibility of the rights becoming exercisable is
both remote and speculative, under a current U.S. Internal Revenue Service
ruling the adoption of the Amended Plan will not constitute a distribution of
stock or property by Enerplus to its Unitholders, an exchange of property or
stock, or any other event giving rise to the realization of gross income by any
Unitholder. The holder of Rights may have taxable income if the Rights become
exercisable or are exercised or sold. In the event the Rights should become
exercisable, Unitholders should consult their own tax advisor concerning the
consequences of acquiring, holding, exercising or disposing of their Rights.

ELIGIBILITY FOR INVESTMENT IN CANADA

The Rights are qualified investments under the Tax Act for registered retirement
savings plans, registered retirement income funds, registered education savings
plans and deferred profit savings plans, and will not constitute foreign
property of any such plan or any other taxpayer subject to Part XI of the Tax
Act, provided that the Trust Units continue to be qualified investments that are
not foreign property for such plans.

The issuance of the Rights will not affect the eligibility of the Trust Units as
investments for investors governed by certain Canadian federal and provincial
legislation governing insurance companies, trust companies, loan companies and
pension plans.


                                     - 9 -
<PAGE>

                             EXECUTIVE COMPENSATION

MANAGEMENT AGREEMENT

EGEM has been retained by Enerplus and its operating subsidiaries pursuant to
the Management, Advisory and Administration Agreement among EGEM, the Fund,
EnerMark Inc., Enerplus Resources Corporation and CIBC Mellon Trust Company, as
trustee, dated June 21, 2001, as amended (the "Management Agreement") to manage
and administer the business and affairs of Enerplus and its subsidiaries,
subject to the supervision of the Board of Directors. EGEM is an indirect wholly
owned subsidiary of El Paso Energy Corporation of Houston, Texas and EGEM's head
office is located at 1900, 700 - 9th Avenue S.W., Calgary, Alberta T2P 3V4. The
directors of EGEM are Gordon J. Kerr and Robert R. Rooney (both of Calgary,
Alberta) and Robert L. Zorich and Gary R. Petersen (both of Houston, Texas). The
senior officers of EGEM are Gordon J. Kerr, Heather J. Culbert, Garry A. Tanner,
Eric P. Tremblay, Robert J. Waters, Ian Dundas, Larry Titley and Christina
Meeuwsen, all of Calgary, Alberta. There were no amounts paid to EGEM by
Enerplus in the year ended December 31, 2001 except for payments pursuant to the
Management Agreement.

EGEM manages all operational aspects of Enerplus' operating subsidiaries and
administers all matters relating to the Fund. However, significant decisions
relating to Enerplus and its operating subsidiaries including, among other
things, significant acquisitions or dispositions of properties or assets and the
approval of budgets, credit facilities, securities offerings and corporate
acquisitions, as well as the yearly renewal of the Management Agreement (as
discussed below), are subject to the approval of the Board of Directors.

At the time of the merger of Enerplus and EnerMark Income Fund on June 21, 2001,
the manner in which EGEM receives fees in consideration for its services
provided to Enerplus under the Management Agreement was significantly revised.
Under the new agreement, base management fees were set at 2.75% of Enerplus'
operating income (compared to pre-June 21, 2001 rates of 2.2% for EnerMark
Income Fund and 3.5% for Enerplus). In addition, acquisition and divestment fees
were eliminated and were replaced by performance fees based on both the total
return of the Fund, and its relative performance as compared to other senior oil
and gas trusts. The performance fees can range between 0% and 4% of the
operating income of Enerplus. In addition, EGEM is reimbursed for all general
and administrative costs incurred by it in performing its duties under the
Management Agreement. In connection with the merger, EGEM was guaranteed a
minimum performance fee of $5 million in 2001, which was capitalized as part of
the merger cost.

As described above, there are two types of incremental performance fees which
can range, in the aggregate from 0% to 4% of Enerplus' operating income for the
relevant period and which are based on the performance of the Fund in any
calendar year (and initially for the period from May 10, 2001 to December 31,
2001):

     (a)  TOTAL RETURN PERFORMANCE FEE (minimum 0%, maximum 2% of the Fund's
          operating income).

          (i)   If the total return of the Trust Units in the period (i.e.,
                the amount of distributions paid and appreciation in Trust
                Unit price) is less than the yield on 10-year Government of
                Canada bonds plus 5%, then no Total Return Performance Fee
                will be paid (subject to the minimum payment described in
                (iv) below).

          (ii)  If the total return of the Trust Units in the period exceeds
                the yield on 10-year Government of Canada bonds plus 15%,
                then the Total Return Performance Fee will be 2% of the
                operating income of the Fund for that period.

          (iii) If the total return of the Trust Units is between the yield
                on 10-year Government of Canada bonds plus a factor of 5% to
                15%, then a sliding scale calculation, ranging from 0% to 2%
                of the operating income of the Fund (subject to the minimum
                payment described in (iv) below), will be used.


                                     - 10 -
<PAGE>

          (iv)  Notwithstanding the above, if the total return of the Trust
                Units in the period exceeds 11%, then the Total Return
                Performance Fee will be a minimum of 0.5% of the Fund's
                operating income for the period.

     (b)  RELATIVE PERFORMANCE FEE (minimum 0%, maximum 2% of the Fund's
          operating income).

          The relative performance of Enerplus as compared to eight other
          qualifying oil and gas trusts in the relevant period will be ranked
          based on distributions paid and unit price appreciation in that
          period. The Relative Performance Fee will be calculated using a
          percentage equal to 2% divided by the number of trusts in the top
          half of the rankings which Enerplus is below the number one
          ranking, and subtracting the product obtained thereby from 2%. If
          the resulting value obtained is less than zero, then no Relative
          Performance Fee will be paid. Otherwise the Relative Performance
          Fee will be the amount obtained by multiplying the resulting
          percentage (not to exceed 2% of the Fund's operating income) by the
          operating income of the Fund. In effect, Enerplus must rank at
          least fourth out of the eight largest trusts (including Enerplus)
          before any Relative Performance Fee is payable.

The fee arrangements under the Management Agreement will be reviewed annually
with the Board of Directors. The new management fee arrangements were designed
to better align the interests of the manager with the interests of Unitholders.

In the year ended December 31, 2001, a total of $9.323 million was paid to EGEM
for the base management fee and a total of $30,363,000 was reimbursed to EGEM in
respect of general and administrative expenses. Of this amount, $12,971,000 was
expensed, $7,547,000 was capitalized and $9,845,000 was recovered in respect of
operations. The management fees are described further in Note 7 to the Fund's
audited consolidated financial statements for the year ended December 31, 2001,
which are contained in the Fund's 2001 Annual Report.

Prior to the merger with EnerMark Income Fund on June 21, 2001, the Management
Agreement did not provide for payment of either the total return performance fee
or the relative performance fee described above, but instead EGEM received fees
based on acquisitions or dispositions completed by Enerplus. A total of $302,000
was paid to EGEM in respect of acquisition and disposition fees incurred up to
June 21, 2001.

The Management Agreement is in effect for continuous three year terms, and as a
result of the approval of the Board of Directors on March 7, 2002, the current
term will expire on June 30, 2005. The Management Agreement may be terminated
prior to the expiration of its term upon the occurrence of certain events, the
provision of certain notice periods or the payment of certain termination fees
to EGEM.

Neither Enerplus nor its operating subsidiaries has any understanding or
agreement with any other entity for the purpose of that other entity furnishing
compensation to officers or directors of EnerMark Inc., other than pursuant to
the Management Agreement.

Neither EGEM nor any of its directors or officers, nor any associates or
affiliates of any of the foregoing, has been indebted to Enerplus since January
1, 2001. As part of the merger between Enerplus and EnerMark Income Fund on June
21, 2001, the terms of the Management Agreement, including the compensation paid
to EGEM under that agreement, were amended, as described above, and certain
directors and officers of EGEM, as well as an affiliate of EGEM, received
Enerplus Trust Units in exchange for EnerMark Income Fund trust units as a
result of the merger. Additionally, certain officers of EGEM have been granted
rights to acquire Trust Units pursuant to the Fund's Trust Unit rights incentive
plan described below. Additional details of these transactions and arrangements
are contained in the Fund's information circular and proxy statement dated May
14, 2001. Additionally, since January 1, 2001, the Fund has entered into a three
way crude oil option with an affiliate of EGEM (see Note 8 to the Fund's audited
consolidated financial statements for the year ended December 31, 2001 contained
in the Fund's 2001 Annual Report).


                                     - 11 -
<PAGE>

EXECUTIVE COMPENSATION

As it is a trust, the Fund itself does not directly employ any officers or
employees and, as explained above, virtually all management functions are
performed by EGEM pursuant to the Management Agreement. Other than the President
and Chief Executive Officer of EnerMark Inc., the officers of EnerMark Inc.,
which is the main operating subsidiary of the Fund, do not receive any
compensation directly from the Fund or EnerMark Inc. for their services. Gordon
J. Kerr received $355,233 in total cash compensation from EnerMark Inc. and EGEM
in respect of his services as President and Chief Executive Officer of EnerMark
Inc. and EGEM for services provided to Enerplus in the fiscal year ended
December 31, 2001.

TRUST UNIT OPTION PLAN

Historically, Enerplus has had in place a Trust Unit option plan (the "Option
Plan") to provide its directors and its and its manager's officers, employees
and consultants with the opportunity to acquire Trust Units. Concurrently
with the merger with EnerMark Income Fund on June 21, 2001, Enerplus adopted
a Trust Unit rights incentive plan to eventually replace the Option Plan,
which is described in more detail below under the heading "Trust Units Rights
Incentive Plan". However, all options granted under the Option Plan prior to
June 21, 2001 will remain outstanding until their expiration but no
additional options are intended to be granted under the Option Plan. The
aggregate number of Trust Units reserved for issuance under the Option Plan
is 438,000, and as at March 7, 2002 there were a total of 248,857 options
outstanding with exercise prices ranging from $15.30 to $22.90 and expiry
dates ranging from December 31, 2002 to December 31, 2004. Options granted
under the Option Plan generally vest as to 33 1/3% per annum and expire at the
end of the third calendar year following the year in which the options are
granted.

A summary of the options granted to the President and Chief Executive Officer of
EnerMark Inc. and EGEM as at the date hereof is shown in the following table. As
of March 7, 2002, Mr. Kerr had not exercised any of his options to acquire Trust
Units of Enerplus Resources Fund.

                       SUMMARY TABLE OF TRUST UNIT OPTIONS
<TABLE>
<CAPTION>
------------------- ------------------ --------------- ----------------- ------------------ --------------------
                    PERCENT OF TOTAL
                     OPTIONS GRANTED                   MARKET VALUE AT
NUMBER OF OPTIONS    WITHIN THE YEAR   EXERCISE PRICE   DATE OF GRANT      DATE OF GRANT        EXPIRY DATE
=================== ================== =============== ================= ================== ====================
<S>                 <C>                <C>              <C>              <C>                 <C>
     5,773(1)             4.76%            $15.30           $15.30         March 8, 1999     December 31, 2002
     1,925                1.52%            $17.10           $17.10       January 27, 2000    December 31, 2003
     6,250                2.50%            $22.90           $22.90       January 25, 2001    December 31, 2004
------------------ ------------------ --------------- ----------------- ------------------ --------------------
</TABLE>

NOTE:

(1)  These options were granted to Mr. Kerr upon his initial appointment as an
     officer of the Enerplus Group of Companies.

TRUST UNIT RIGHTS INCENTIVE PLAN

On June 21, 2001, the Fund's Unitholders approved the adoption of a Trust Unit
rights incentive plan (the "Incentive Plan") pursuant to which rights to acquire
Trust Units may be granted to the directors of EnerMark Inc. and the officers,
employees and consultants of Enerplus' subsidiaries and EGEM. The Incentive Plan
is similar to the Option Plan, except that once the Fund's distributions to
Unitholders exceed 10% of the net property, plant and equipment account on
Enerplus' balance sheet, on a per unit basis, in a calendar year (adjusted as to
2.5% of the net property, plant and equipment, on a per unit basis, at the end
of each calendar quarter), the exercise price of the rights are reduced by a
corresponding per unit amount. Rights granted under the Incentive Plan vest as
to 50% one year following the date of grant, 33% two years after the date of
grant and 17% three years after the date of grant, and the rights are
exercisable until the end of the third calendar year following the year in which
the applicable rights vest. A total of 2,740,401 Trust Units are reserved for
issuance under the Incentive Plan, and as of March 7, 2002 there were a total of
1,360,453 rights outstanding under the Incentive Plan at an exercise price of
$24.50, all of which were granted on November 27, 2001.


                                     - 12 -
<PAGE>

A summary of the rights granted to the President and Chief Executive Officer of
EnerMark Inc. and EGEM pursuant to the Incentive Plan, none of which have been
exercised as at the date hereof, is shown in the following table.

                       SUMMARY TABLE OF TRUST UNIT RIGHTS
<TABLE>
<CAPTION>
------------------ -------------------- --------------- ------------------ ------------------ ------------------
                    PERCENT OF TOTAL
                     RIGHTS GRANTED        CURRENT       MARKET VALUE AT
NUMBER OF RIGHTS     WITHIN THE YEAR    EXERCISE PRICE    DATE OF GRANT      DATE OF GRANT     EXPIRY DATE(1)
================== ==================== =============== ================== ================== ==================
<S>                 <C>                 <C>              <C>               <C>                <C>
     80,000               5.88%             $24.50           $24.50        November 27, 2001  December 31, 2005
                                                                                                   to 2007
------------------ -------------------- --------------- ------------------ ------------------ ------------------
</TABLE>

NOTE:

(1)  40,000 of the rights are scheduled to expire on December 31, 2005, 26,400
     of the rights are scheduled to expire on December 31, 2006 and 13,600 of
     the rights are scheduled to expire on December 31, 2007.

REMUNERATION OF DIRECTORS

The Board of Directors is currently composed of nine directors, six of which are
independent directors. The directors of EnerMark Inc., except for the three
directors who are members of management or nominees of EGEM, receive an annual
retainer of $15,000 per annum, other than the Chairman of the Board of Directors
who receives an annual retainer of $42,000.00. In addition, those directors
acting as chairman of a committee receive an additional amount of $8,000 per
annum and each director, except for the three directors nominated by EGEM,
receives $1,000 for each meeting of the Board of Directors or any committee
which they attend. Directors are also reimbursed for travel expenses related to
their attendance at such meetings. During the last completed financial year,
Enerplus paid a total of $155,750 to its directors for their annual retainer,
and a total of $142,000 to its directors for their attendance at meetings of the
Board of Directors and its committees.

PERFORMANCE CHART


                                     - 13 -
<PAGE>

                     INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the directors or proposed directors of EnerMark Inc. or the senior
officers of EnerMark Inc. or EGEM, or any associate or affiliate of the
foregoing, has been indebted to Enerplus at any time since January 1, 2001.

           INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the knowledge of the Board of Directors and management of Enerplus, none of
the directors or proposed directors of EnerMark Inc. or the senior officers of
EnerMark Inc. or EGEM, or any associate or affiliate of the foregoing, has had
any material interest, direct or indirect, in any material transaction with
Enerplus since January 1, 2001 or in any proposed transaction that would
materially affect Enerplus, except with respect to the merger of Enerplus and
EnerMark Income Fund as described in Enerplus' Information Circular and Proxy
Statement dated May 14, 2001, as described elsewhere in this Information
Circular and with respect to management services provided by EGEM to Enerplus.
Pursuant to the Management Agreement, EGEM provides management, advisory and
administration services to Enerplus in respect of which management fees are paid
to EGEM. EGEM is also entitled to reimbursement of general and administration
costs incurred in carrying out such management functions.

                   STATEMENT OF CORPORATE GOVERNANCE PRACTICES


                                     - 14 -

<PAGE>

                        INTERESTS OF CERTAIN PERSONS AND
                      COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of Enerplus, none of the directors or proposed directors of
EnerMark Inc., the senior officers of EnerMark Inc. or EGEM or anyone who has
held such offices since the beginning of Enerplus' last financial year, or any
affiliate or associate of the foregoing, has any material interest, direct or
indirect, in any matter to be acted upon at the Meeting, except as otherwise
disclosed herein.

                                  OTHER MATTERS

As of the date of this Information Circular, neither the Board of Directors or
management of Enerplus knows of any amendment, variation or other matter to come
before the Meeting other than the matters referred to in the Notice of Meeting.
If any other matter properly comes before the Meeting, however, the accompanying
proxies will be voted on such matter in accordance with the best judgment of the
person or persons voting the proxies.

                               DIRECTORS' APPROVAL

The contents and sending of this Information Circular have been approved by the
directors of EnerMark Inc.

                                   CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in the light of the circumstances in which it
was made.

     "GORDON J. KERR"                           "ROBERT J. WATERS"
     --------------------------------           --------------------------------
     Gordon J. Kerr                             Robert J. Waters
     President and                              Senior Vice President and
     Chief Executive Officer of                 Chief Financial Officer of
     EnerMark Inc.                              EnerMark Inc.

Calgary, Alberta
March 7, 2002.


                                     - 15 -
<PAGE>


                                  APPENDIX "A"

                   EXTRAORDINARY RESOLUTION OF THE UNITHOLDERS
                     OF ENERPLUS RESOURCES FUND (THE "FUND")
                          TO AMEND THE TRUST INDENTURE

BE IT RESOLVED AS AN EXTRAORDINARY RESOLUTION THAT:

1.   The Amended and Restated Trust Indenture dated June 21, 2001 (the
     "Trust Indenture") among CIBC Mellon Trust Company (the "Trustee"),
     EnerMark Inc. ("EnerMark") and Enerplus Resources Corporation ("ERC") be
     amended as follows:

     (a)  The definition of "Auditors" in subsection 1.01(d) be deleted in its
          entirety and replaced with the following:

          "(d) "AUDITORS" means the firm or firms of chartered accountants
                appointed as auditors of the Fund in accordance with this
                Indenture;";

     (b)  Subsection 11.05(b) be deleted in its entirety and replaced with the
          following:

          "(b)  the nomination of the Auditors as provided in Section 16.02 and
                the removal and reappointment of Auditors as provided in
                Section 16.04;";

     (c)  Article 16 be deleted in its entirety and replaced with the following:

                                   "ARTICLE 16
                                    AUDITORS

          16.01    QUALIFICATION OF AUDITORS

                   The Auditors shall be an independent recognized firm
          of chartered accountants which has an office within Alberta.

          16.02    APPOINTMENT OF AUDITORS

                   Subject to Sections 16.04 and 16.05, the Auditors
          will be selected at each annual meeting of Trust Unitholders.
          The Auditors will receive such remuneration as may be approved
          by the directors of the Corporation.

          16.03    AUDITORS CEASING TO HOLD OFFICE

                   The Auditors shall cease to hold office when the
          Auditor resigns or is removed pursuant to Section 16.04. The
          resignation of the Auditors shall become effective at the time
          a written resignation is sent to the Fund or at the time
          specified in the resignation, whichever is later.

          16.04    REMOVAL OF AUDITORS

                   The Auditors may at any time be removed by the
          Trustee with the approval of a majority of the votes cast by
          Trust Unitholders at a meeting of Trust Unitholders duly
          called for that purpose. A vacancy created by the removal of
          Auditors as aforesaid may be filled by the Trustee with the
          approval of a majority of votes cast by Trust Unitholders at a
          meeting duly called for that purpose, or if not so filled, may
          be filled under Section 16.05.


                                      A-1
<PAGE>


          16.05    FILLING VACANCY

                   The board of directors of the Corporation shall
          forthwith fill a vacancy in the office of Auditors. The
          Auditors appointed to fill a vacancy shall hold office until
          the unexpired term of the Auditors' predecessor. The board of
          directors of the Corporation shall fix the remuneration of the
          Auditors appointed to fill such a vacancy.

          16.06    REPORTS OF AUDITORS

                   The Auditors shall audit the accounts of the Fund at
          least once in each year and a report of the Auditors with
          respect to the annual financial statements of the Fund shall
          be provided to each Trust Unitholder with notice of the annual
          general meeting of the Fund."; and

     (d)  to make such other related amendments as may be necessary or
          desirable to give full effect to the foregoing resolution,
          including any amendments to any other material agreement to
          which the Fund is party.

2.   The Trustee and any director or officer of EnerMark and ERC,
     respectively, are authorized and directed to enter into, execute and
     deliver an amended and restated Trust Indenture which incorporates the
     amendments to the Trust Indenture and any other relevant agreement
     described above and to execute and deliver all documents and to do all such
     other things as are necessary or desirable to give effect to the foregoing
     amendments and resolution, and any director or officer of EnerMark is
     authorized to settle the definitive terms of the amended and restated Trust
     Indenture and such other documents and such documents as executed shall be
     deemed to be the documents authorized by this resolution.

3.   Notwithstanding the foregoing, the Trustee and the directors of
     EnerMark are hereby authorized to revoke this Extraordinary Resolution
     before it is acted upon without further approval of the unitholders of the
     Fund if they determine the same to be necessary or desirable and in the
     best interests of the Fund and its unitholders.


                                      A-2
<PAGE>


                                  APPENDIX "B"
             SUMMARY OF AMENDED AND RESTATED UNITHOLDER RIGHTS PLAN

The following is a summary of the features of the Amended Plan. The summary is
qualified in its entirety by the full text of the Amended Plan, a copy of which
is available on request from the Corporate Secretary of EnerMark Inc. as
described in the Information Circular. All capitalzed terms used in this summary
without definition have the meanings attributed to them in the Amended Plan
unless otherwise indicated. Except where specifically mentioned in the following
summary, there are no substantive differences between the Amended Plan and the
Original Plan.

(a)      ISSUANCE OF RIGHTS

         One Right was issued by the Fund in respect of each Trust Unit
         outstanding at the close of business on March 5, 1999, the date of
         implementation of the Original Plan, and one Right was issued and will
         continue to be issued in respect of each Trust Unit of the Fund issued
         thereafter, prior to the earlier of the Separation Time and the
         Expiration Time. Under the Amended Plan, the Rights are simply
         reconfirmed and the Fund reconfirms its authorization to continue the
         issuance of one new Right for each Trust Unit issued. Each Right
         entitles the registered holder thereof to purchase from the Fund one
         Trust Unit at the exercise price of Cdn. $300 per Trust Unit (as
         constituted on the date of the Amended Plan), subject to adjustment and
         certain anti-dilution provisions (the "Exercise Price"). The Exercise
         Price under the Original Plan was initially $50; however, the Exercise
         Price was adjusted to reflect the one for six consolidation of the
         Trust Units that occurred on June 8, 2000. The Rights are not
         exercisable until the Separation Time. If a Flip-In Event occurs, each
         Right will entitle the registered holder to receive, upon payment of
         the Exercise Price, Trust Units of the Fund having an aggregate market
         price equal to twice the Exercise Price.

         The Amended Plan includes a new provision that the Fund is not required
         to issue or deliver Rights, or securities upon the exercise of Rights,
         outside Canada or the United States where such issuance or delivery
         would be unlawful without registration of the relevant Persons or
         securities. If the Amended Plan would require compliance with
         securities laws or comparable legislation of a jurisdiction outside
         Canada and the United States, the Board of Directors may establish
         procedures for the issuance to a Canadian resident fiduciary of such
         securities, to hold such Rights or other securities in trust for the
         Persons beneficially entitled to them, to sell such securities, and to
         remit the proceeds to such Persons.

(b)      TRADING OF RIGHTS

         Until the Separation Time (or the earlier termination or expiration of
         the Rights), the Rights will be evidenced by the certificates
         representing the Trust Units of the Fund and will be transferable only
         together with the associated Trust Units. From and after the Separation
         Time, separate certificates evidencing the Rights ("Rights
         Certificates") will be mailed to holders of record of Trust Units
         (other than an Acquiring Person) as of the Separation Time. Rights
         Certificates will also be issued in respect of Trust Units issued prior
         to the Expiration Time, to each holder (other than an Acquiring Person)
         converting, after the Separation Time, securities ("Convertible
         Securities") convertible into or exchangeable for Trust Units. The
         Rights will trade separately from the Trust Units after the Separation
         Time.

(c)      SEPARATION TIME

         The Separation Time is the Close of Business on the tenth Business Day
         after the earlier of (i) the "Trust Unit Acquisition Date", which is
         generally the first date of public announcement of facts indicating
         that a Person has become an Acquiring Person; and (ii) the date of the
         commencement of, or first public announcement of the intent of any
         Person (other than the Fund or any Subsidiary of the Fund) to commence
         a Take-over Bid (other than a Permitted Bid or a Competing Permitted
         Bid, and the Amended Plan requires such bid to continue to satisfy the
         requirements of a Permitted Bid or Competing Permitted Bid). In either
         case, the Separation Time can be such later date as may from time


                                      B-1
<PAGE>


         to time be determined by the Board of Directors. If a Take-over Bid
         expires, is cancelled, terminated or otherwise withdrawn prior to the
         Separation Time, it shall be deemed never to have been made.

(d)      ACQUIRING PERSON

         In general, an Acquiring Person is a Person who is the Beneficial Owner
         of 20% or more of the Fund's outstanding Trust Units. Excluded from the
         definition of "Acquiring Person" are the Fund and its Subsidiaries, and
         any Person who becomes the Beneficial Owner of 20% or more of the
         outstanding Trust Units as a result of one or more or any combination
         of an acquisition or redemption by the Fund of Trust Units, a Permitted
         Bid Acquisition, an Exempt Acquisition, a Convertible Security
         Acquisition and a Pro Rata Acquisition. The definitions of "Permitted
         Bid Acquisition", "Exempt Acquisition", "Convertible Security
         Acquisition" and "Pro Rata Acquisition" are set out in the Amended
         Plan. However, in general:

         (i)      a "Permitted Bid Acquisition" means an acquisition of Trust
                  Units made pursuant to a Permitted Bid or a Competing
                  Permitted Bid; and

         (ii)     an "Exempt Acquisition" means an acquisition of Trust Units
                  in respect of which the Board of Directors has waived the
                  application of the Amended Plan, which was made prior to the
                  date of the Original Plan, which was made pursuant to a
                  distribution reinvestment plan of the Fund, which was made
                  pursuant to the receipt or exercise of rights issued by the
                  Fund to all the holders of Trust Units (other than holders
                  resident in a jurisdiction where such distribution is
                  restricted or impracticable as a result of applicable law)
                  to subscribe for or purchase Trust Units or Convertible
                  Securities (provided that the Person does not thereby
                  acquire a greater percentage of the Trust Units or
                  Convertible Securities so offered than the percentage owned
                  immediately prior to such acquisition, which is an addition
                  to the Amended Plan that was not in the Original Plan),
                  which was made pursuant to a distribution to the public by
                  the Fund of Trust Units or Convertible Securities made
                  pursuant to a prospectus (provided that the Person does not
                  thereby acquire a greater percentage of the Trust Units or
                  Convertible Securities so offered than the percentage owned
                  immediately prior to such acquisition, which is again an
                  addition to the Amended Plan) or which was made pursuant to
                  a distribution by the Fund of Trust Units or Convertible
                  Securities by way of a private placement by the Fund or upon
                  the exercise by an individual employee of Trust Unit options
                  or rights granted under a Trust Unit option or rights
                  incentive plan of the Fund or rights to purchase securities
                  granted under a Trust Unit purchase plan of the Fund.

                  A new addition to the definition of "Exempt Acquisition" has
                  been proposed to facilitate mergers of trusts such as the
                  merger between the Fund and EnerMark Income Fund in 2001. In
                  order to provide unitholders of the acquired trust with a
                  tax-deferred rollover in exchange for trust units of the
                  acquiring trust (the "Acquiror"), the transaction structure
                  often involves an intermediate step where the acquired trust
                  itself will momentarily hold a large number of the Acquiror's
                  trust units before distributing those units to the acquired
                  trust's unitholders. If the number of trust units of the
                  Acquiror so held by the acquired trust exceeds 20% of the
                  Acquiror's outstanding trust units, the rights plan may be
                  triggered. As such, the Fund is proposing that, in order to
                  avoid such an event, the definition of "Exempt Acquisition"
                  also include an acquisition of Trust Units which is made as an
                  intermediate step in a series of related transactions in
                  connection with an acquisition by the Fund or its Subsidiaries
                  of a Person or assets, provided that the acquiror of such
                  Trust Units distributes or is deemed to distribute such Trust
                  Units to its securityholders within 10 Business Days of the
                  completion of such acquisition, and following such
                  distribution no Person has become the Beneficial Owner of 20%
                  or more of the Trust Units of the Fund then outstanding.

         (iii)    a "Convertible Security Acquisition" means an acquisition of
                  Trust Units upon the exercise of Convertible Securities
                  received by such Person pursuant to a Permitted Bid
                  Acquisition, Exempt Acquisition or a Pro Rata Acquisition;


                                       B-2
<PAGE>


         (iv)     a "Pro Rata Acquisition" means an acquisition of Trust Units
                  or Convertible Securities as a result of a distribution of
                  Trust Units, a Trust Unit split or other similar event,
                  acquired on the same pro rata basis as all other holders of
                  Trust Units.

         Also excluded from the definition of "Acquiring Person" are
         underwriters or members of a banking or selling group acting in
         connection with a distribution of securities by way of prospectus or
         private placement, and a Person in its capacity as an Investment
         Manager, Trust Company, Plan Trustee, Statutory Body or Crown agent or
         agency (provided that such person is not making or proposing to make a
         Take-over Bid).

         To the best of the knowledge of the directors of EnerMark Inc. and
         senior officers of EnerMark Inc. and EGEM, as of the date hereof, no
         person is the Beneficial Owner of 20% or more of the outstanding Trust
         Units.

(e)      BENEFICIAL OWNERSHIP

         GENERAL

         In general, a Person is deemed to Beneficially Own Trust Units actually
         held by others in circumstances where those holdings are or should be
         grouped together for purposes of the Amended Plan. Included are
         holdings by the Person's Affiliates (generally, a person that controls,
         is controlled by, or under common control with another person) and
         Associates (generally, relatives sharing the same residence). Also
         included are securities which the Person or any of the Person's
         Affiliates or Associates has the right to acquire within 60 days (other
         than (1) customary agreements with and between underwriters and/or
         banking group and/or selling group members with respect to a public
         offering of securities; or (2) pursuant to a pledge of securities).

         A Person is also deemed to "Beneficially Own" any securities that are
         Beneficially Owned (as described above) by any other Person with which
         the Person is acting jointly or in concert (a "Joint Actor"). A Person
         is a Joint Actor with any Person who is a party to an agreement,
         arrangement or understanding with the first Person or an Associate or
         Affiliate thereof to acquire or offer to acquire Trust Units.

         INSTITUTIONAL UNITHOLDER EXEMPTIONS FROM BENEFICIAL OWNERSHIP

         The definition of "Beneficial Ownership" contains several exclusions
         whereby a Person is not considered to "Beneficially Own" a security.
         There are exemptions from the deemed "Beneficial Ownership" provisions
         for institutional Unitholders acting in the ordinary course of
         business. These exemptions apply to (i) an investment manager
         ("Investment Manager") which holds securities in the ordinary course of
         business in the performance of its duties for the account of any other
         Person (a "Client"); (ii) a licensed trust company ("Trust Company")
         acting as trustee or administrator or in a similar capacity in relation
         to the estates of deceased or incompetent persons (each an "Estate
         Account") or in relation to other accounts (each an "Other Account")
         and which holds such security in the ordinary course of its duties for
         such accounts; (iii) the administrator or the trustee (a "Plan
         Trustee") of one or more pension funds or plans (a "Plan") registered
         under applicable law; (iv) a Person who is a Plan or is a Person
         established by statute (the "Statutory Body"), and its ordinary
         business or activity includes the management of investment funds for
         employee benefit plans, pension plans, insurance plans, or various
         public bodies, or (v) a Crown agent or agency. The foregoing exemptions
         only apply so long as the Investment Manager, Trust Company, Plan
         Trustee, Plan, Statutory Body or Crown agent or agency is not then
         making or has not then announced an intention to make a Take-over Bid,
         other than an Offer to Acquire Trust Units or other securities pursuant
         to a distribution by the Fund or by means of ordinary market
         transactions.

         A Person will not be deemed to "Beneficially Own" a security because
         (i) the Person is a Client of the same Investment Manager, an Estate
         Account or an Other Account of the same Trust Company, or Plan with the
         same Plan Trustee as another Person or Plan on whose account the
         Investment Manager, Trust


                                       B-3
<PAGE>

         Company or Plan Trustee, as the case may be, holds such security; or
         (ii) the Person is a Client of an Investment Manager, Estate Account,
         Other Account or Plan, and the security is owned at law or in equity
         by the Investment Manager, Trust Company or Plan Trustee, as the case
         may be.

         EXEMPTION FOR PERMITTED LOCK-UP AGREEMENT

         A Person will not be deemed to "Beneficially Own" any security where
         the holder of such security has agreed to deposit or tender such
         security pursuant to a Permitted Lock-up Agreement to a Take-over Bid
         made by such Person or such Person's Affiliates or Associates or a
         Joint Actor, or such security has been deposited or tendered pursuant
         to a Take-over Bid made by such Person or such Person's Affiliates,
         Associates or Joint Actors until the earliest time at which any such
         tendered security is accepted unconditionally for payment or is taken
         up or paid for.

         A Permitted Lock-up Agreement is essentially an agreement between a
         Person and one or more holders of Trust Units (the terms of which are
         publicly disclosed and available to the public within the time frames
         set forth in the definition of Permitted Lock-up Agreement) pursuant to
         which each Locked-up Person agrees to deposit or tender Trust Units to
         the Lock-up Bid and which further provides that such agreement permits
         the Locked-up Person to withdraw its Trust Units in order to deposit or
         tender the Trust Units to another Take-over Bid or support another
         transaction: (i) at a price or value that exceeds the price under the
         Lock-Up Bid; or (ii) is for a number of Trust Units at least 7% greater
         than the number of Trust Units under the Lock-Up Bid at a price or
         value that is not less than the price or value offered in the Lock-up
         Bid; or (iii) that contains an offering price that exceeds the offering
         price in the Lock-up Bid by as much as or more than a Specified Amount
         and does not provide for a Specified Amount greater than 7% of the
         offering price in the Lock-up Bid. The most significant change between
         the Amended Plan and the Original Plan relates to the ability of a
         Locked-up Person to withdraw its Trust Units to support another
         transaction in the circumstances described in clause (i) above. The
         Original Plan required the price or value per Trust Unit in the
         subsequent transaction to be at least 7% in excess of the price or
         value per Trust Unit in the Lock-up Bid, whereas the Amended Plan
         permits withdrawal of Trust Units and support of another transaction if
         the price or value per Trust Unit in the Subsequent Transaction exceeds
         the Lock-up Bid by any amount. The Amended Plan therefore provides
         additional flexibility to Unitholders without triggering the provisions
         of the unitholder rights plan and is consistent with the current
         practice and state of rights plans in Canada.

         A Permitted Lock-up Agreement may contain a right of first refusal or
         require a period of delay to give the Person who made the Lock-up Bid
         an opportunity to match a higher price in another Take-Over Bid or
         other similar limitation on a Locked-up Person's right to withdraw
         Trust Units so long as the limitation does not preclude the exercise by
         the Locked-up Person of the right to withdraw Trust Units during the
         period of the other Take-Over Bid or transaction. Finally, under a
         Permitted Lock-up Agreement no "break up" fees, "top up" fees,
         penalties, expenses or other amounts that exceed in aggregate the
         greater of (i) 2 1/2% of the price or value of the consideration
         payable under the Lock-up Bid; and (ii) 50% of the amount by which the
         price or value of the consideration received by a Locked-up Person
         under another Take-Over Bid or transaction exceeds what such Locked-up
         Person would have received under the Lock-up Bid; can be payable by
         such Locked-up Person if the Locked-up Person fails to deposit or
         tender Trust Units to the Lock-up Bid or withdraws Trust Units
         previously tendered thereto in order to deposit such Trust Units to
         another Take-Over Bid or support another transaction.

(f)      FLIP-IN EVENT

         A Flip-In Event occurs when any Person becomes an Acquiring Person. In
         the event that, prior to the Expiration Time, a Flip-In Event which has
         not been waived by the Board of Directors occurs (see "Redemption,
         Waiver and Termination"), each Right (except for Rights Beneficially
         Owned or which may thereafter be Beneficially Owned by an Acquiring
         Person, an Affiliate or Associate of an Acquiring Person or a Joint
         Actor (or a transferee of such a Person), which Rights will become null
         and void) shall constitute the right to purchase from the Fund, upon
         exercise thereof in accordance with the terms of the Amended Plan, that
         number of Trust Units having an aggregate Market Price on the date of


                                       B-4
<PAGE>


         the Flip-In Event equal to twice the Exercise Price, for the Exercise
         Price (such Right being subject to anti-dilution adjustments). For
         example, if at the time of the Flip-In Event the Exercise Price is $300
         and the Market Price of the Trust Units is $30, the holder of each
         Right would be entitled to purchase Trust Units having an aggregate
         Market Price of $600 (that is, 20 Trust Units) for $300 (that is, a 50%
         discount from the Market Price).

(g)      PERMITTED BID AND COMPETING PERMITTED BID

         A Permitted Bid is a Take-over Bid made by way of a Take-over Bid
         circular and which complies with the following additional provisions:

         (i)      the Take-over Bid is made to all holders of record of Trust
                  Units, other than the Offeror;

         (ii)     the Take-over Bid contains irrevocable and unqualified
                  conditions that:

                  A.  no Trust Unit shall be taken up or paid for pursuant
                      to the Take-over Bid prior to the close of business
                      on a date which is not less than 45 days following
                      the date of the Take-over Bid and the provisions for
                      the take-up and payment for Trust Units tendered or
                      deposited thereunder shall be subject to such
                      irrevocable and unqualified condition;

                  B.  unless the Take-over Bid is withdrawn, Trust Units
                      may be deposited pursuant to the Take-over Bid at any
                      time prior to the close of business on the date of
                      first take-up or payment for Trust Units and all
                      Trust Units deposited pursuant to the Take-over Bid
                      may be withdrawn at any time prior to the close of
                      business on such dates;

                  C.  more than 50% of the outstanding Trust Units held by
                      Independent Unitholders must be deposited to the
                      Take-over Bid and not withdrawn at the close of
                      business on the date of first take-up or payment for
                      Trust Units; and

                  D.  in the event that more than 50% of the then
                      outstanding Trust Units held by Independent
                      Unitholders have been deposited to the Take-over Bid
                      and not withdrawn as at the date of first take-up or
                      payment for Trust Units under the Take-over Bid, the
                      Offeror will make a public announcement of that fact
                      and the Take-over Bid will remain open for deposits
                      and tenders of Trust Units for not less than 10
                      Business Days from the date of such public
                      announcement.

         A Competing Permitted Bid is a Take-over Bid that is made after a
         Permitted Bid has been made but prior to its expiry, satisfies all the
         requirements of a Permitted Bid as described above, except that a
         Competing Permitted Bid is not required to remain open for 45 days so
         long as it is open until the later of (i) the earliest date on which
         Trust Units may be taken-up or paid for under any earlier Permitted Bid
         or Competing Permitted Bid that is in existence and (ii) 35 days (or
         such other minimum period of days as may be prescribed by applicable
         law in Alberta) after the date of the Take-over Bid constituting the
         Competing Permitted Bid.


                                       B-5
<PAGE>

(h)      REDEMPTION, WAIVER AND TERMINATION:

         (i)      REDEMPTION OF RIGHTS ON APPROVAL OF HOLDERS OF TRUST UNITS AND
                  RIGHTS. The Board of Directors acting in good faith may, after
                  having obtained the prior approval of the holders of Trust
                  Units or Rights, at any time prior to the occurrence of a
                  Flip-In Event, elect to redeem all but not less than all of
                  the then outstanding Rights at a redemption price of $0.0001
                  per Right, appropriately adjusted for anti-dilution as
                  provided in the Rights Agreement (the "Redemption Price").

         (ii)     WAIVER OF INADVERTENT ACQUISITION. The Board of Directors
                  acting in good faith may waive the application of the Amended
                  Plan in respect of the occurrence of any Flip-In Event if (i)
                  the Board of Directors has determined that a Person became an
                  Acquiring Person under the Amended Plan by inadvertence and
                  without any intent or knowledge that it would become an
                  Acquiring Person; and (ii) the Acquiring Person has reduced
                  its Beneficial Ownership of Trust Units such that at the time
                  of waiver the Person is no longer an Acquiring Person.

         (iii)    DEEMED REDEMPTION. In the event that a Person who has made a
                  Permitted Bid or a Take-over Bid in respect of which the Board
                  of Directors has waived or has deemed to have waived the
                  application of the Amended Plan consummates the acquisition of
                  the Trust Units, the Board of Directors shall be deemed to
                  have elected to redeem the Rights for the Redemption Price.

         (iv)     DISCRETIONARY Waiver with Mandatory Waiver of Concurrent
                  Bids. The Board of Directors acting in good faith may, prior
                  to the occurrence of the relevant Flip-In Event as to which
                  the Amended Plan has not been waived under this clause, upon
                  prior written notice to the Rights Agent, waive the
                  application of the Amended Plan to a Flip-In Event that may
                  occur by reason of a Take-over Bid made by means of a
                  Take-over Bid circular to all holders of record of Trust
                  Units. However, if the Board of Directors waives the
                  application of the Amended Plan, the Board of Directors
                  shall be deemed to have waived the application of the
                  Amended Plan in respect of any other Flip-In Event occurring
                  by reason of such a Take-over Bid made prior to the expiry
                  of a bid for which a waiver is, or is deemed to have been,
                  granted.

         (v)      DISCRETIONARY WAIVER RESPECTING ACQUISITION NOT BY TAKE-OVER
                  BID CIRCULAR. The Board of Directors acting in good faith
                  may, with the prior consent of the holders of Trust Units,
                  determine, at any time prior to the occurrence of a Flip-In
                  Event as to which the application of the Amended Plan has
                  not been waived, if such Flip-In Event would occur by reason
                  of an acquisition of Trust Units otherwise than pursuant to
                  a Take-over Bid made by means of a Take-over Bid circular to
                  holders of Trust Units and otherwise than by inadvertence
                  when such inadvertent Acquiring Person has then reduced its
                  holdings to below 20%, to waive the application of the
                  Amended Plan to such Flip-In Event. However, if the Board of
                  Directors waives the application of the Amended Plan, the
                  Board of Directors shall extend the Separation Time to a
                  date subsequent to and not more than 10 Business Days
                  following the meeting of Unitholders called to approve such
                  a waiver.

         (vi)     REDEMPTION OF RIGHTS ON WITHDRAWAL OR TERMINATION OF BID.
                  Where a Take-over Bid that is not a Permitted Bid is withdrawn
                  or otherwise terminated after the Separation Time and prior to
                  the occurrence of a Flip-In Event, the Board of Directors may
                  elect to redeem all the outstanding Rights at the Redemption
                  Price.

         If the Board of Directors is deemed to have elected or elects to redeem
         the Rights as described above, the right to exercise the Rights will
         thereupon, without further action and without notice, terminate and the
         only right thereafter of the holders of Rights is to receive the
         Redemption Price. Within 10 Business Days of any such election or
         deemed election to redeem the Rights, the Fund will notify the holders
         of the Trust Units or, after the Separation Time, the holders of the
         Rights.


                                       B-6
<PAGE>


(i)      ANTI-DILUTION ADJUSTMENTS

         The Exercise Price of a Right, the number and kind of securities
         subject to purchase upon exercise of a Right, and the number of Rights
         outstanding, will be adjusted in certain events, including:

         (i)      if there is a distribution payable in Trust Units or
                  Convertible Securities (other than pursuant to any optional
                  Trust Unit distribution or distribution reinvestment plan or a
                  distribution payable in Trust Units in lieu of a regular
                  periodic cash distribution) on the Trust Units, or a
                  subdivision or consolidation of the Trust Units, or an
                  issuance of Trust Units or Convertible Securities in respect
                  of, in lieu of or in exchange for Trust Units; or

         (ii)     if the Fund fixes a record date for the distribution to all
                  holders of Trust Units of certain rights or warrants to
                  acquire Trust Units or Convertible Securities, or for the
                  making of a distribution to all holders of Trust Units of
                  evidences of indebtedness or assets (other than regular
                  periodic cash distribution or a distribution payable in Trust
                  Units) or rights or warrants.

         With respect to adjustments occurring as a result of a distribution of
         rights or warrants, for internal consistency in the Amended Plan and to
         avoid triggering the anti-dilution provisions in relatively
         insignificant circumstances and where the Fund has complied with the
         requirements of applicable stock exchanges, the Fund has clarified that
         an adjustment will only occur if such rights or warrants have an
         exercise price that is less than 90% of the Current Market Price as
         opposed to an exercise price that is less than the Current Market
         Price, as was the case in the Original Plan.

(j)      SUPPLEMENTS AND AMENDMENTS

         The Fund may make amendments to correct any clerical or typographical
         error or which are necessary to maintain the validity of the Rights
         Agreement as a result of any change in any applicable legislation,
         rules or regulation. Any changes made to maintain the validity of the
         Amended Plan shall be may be subject to subsequent confirmation by the
         holders of the Trust Units or, after the Separation Time, the holders
         of the Rights.

         Subject to the above exceptions, after the Meeting, any amendment,
         variation or deletion of or from the Rights Agreement and the Rights is
         subject to the prior approval of the holders of Trust Units, or, after
         the Separation Time, the holders of the Rights.

         The Board of Directors reserves the right to alter any terms of or not
         proceed with the Amended Plan at any time prior to the Meeting if the
         Board of Directors determines that it would be in the best interests of
         Enerplus and its Unitholders to do so, in light of subsequent
         developments.

(k)      EXPIRATION

         If the Amended Plan is ratified, confirmed and approved at the Meeting,
         it will become effective immediately following such approval and remain
         in force until the earlier of the Termination Time (the time at which
         the right to exercise Rights shall terminate pursuant to the Amended
         Plan) and the termination of the annual meeting of the Unitholders in
         the year 2005 unless at or prior to such meeting the Independent
         Unitholders ratify the continued existence of the Amended Plan, in
         which case the Amended Plan would expire at the earlier of the
         Termination Time and the termination of the annual meeting of
         Unitholders in the year 2008.


                                      B-7
<PAGE>


                             ENERPLUS RESOURCES FUND
                             Western Canadian Place
                        Suite 1900, 700 - 9th Avenue S.W.
                                Calgary, Alberta
                                     Canada
                                     T2P 3V4

                            Telephone: (403) 298-2200
                               Fax: (403) 298-2211