Exhibit 10.20

                           CHANGE OF CONTROL AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 28th day of April 1998.
BETWEEN:

           PRUDENTIAL STEEL LTD., a corporation incorporated under the
          laws of Canada (hereinafter referred to as the "Corporation")

                               OF THE FIRST PART

                                     - and -

          J. D. WILSON, an individual resident in the City of Calgary,
           in the Province of Alberta (hereinafter referred to as the
                                  "Executive")

                               OF THE SECOND PART


WHEREAS the Corporation  recognizes the valuable  service that the Executive has
provided and is continuing to provide to the Corporation and believes that it is
reasonable  and fair that the  Executive  receive  appropriate  treatment in the
event of a Change of Control (as hereinafter defined);

AND WHEREAS the Corporation  further  recognizes that the Executive has acquired
special skills  relating to his extensive  familiarity  with the business of the
Corporation;

AND WHEREAS in the event of a Change of Control, there is a possibility that the
employment  of the  Executive  would be  terminated  without  cause or adversely
modified  and  the  Executive  has  expressed  concern  in  that  regard  to the
Corporation;

AND WHEREAS the Executive has provided additional service to the Corporation and
the  directors of the  Corporation  have  undertaken  consultation  and received
advice on current industry practice with respect to contracts of this nature;

AND WHEREAS the directors of the Corporation have determined that it would be in
the best  interests of the  Corporation to induce the Executive to remain in the
employ  of the  Corporation  by  indicating  that in the  event of a  Change  of
Control, the Executive would have certain automatic and guaranteed rights;

AND WHEREAS the  Corporation  and the  Executive  wish  formally to agree to the
terms and conditions  which will govern the  termination or  modification of the
employment of the Executive in the event of a Change of Control;

NOW  THEREFORE  in  consideration  of the  premises  hereof  and  of the  mutual
covenants and agreements  hereinafter  set forth and for other good and valuable
consideration,  the receipt and sufficiency of which are hereby  acknowledged by
the parties, the parties hereby agree as follows:


                                    ARTICLE 1
                                    RECITALS

1.1 The parties agree,  and represent and warrant to each other,  that the above
recitals are true and accurate.

                                    ARTICLE 2
                                 INTERPRETATION

2.1  The  headings  of  the  Articles  and  Sections  herein  are  inserted  for
convenience of reference  only and shall not affect the meaning or  construction
hereof.

2.2 This Agreement  shall be construed and  interpreted  in accordance  with the
laws of the  Province  of  Alberta  and the  federal  laws of Canada  applicable
therein.  Each of the parties hereby irrevocably  attorns to the jurisdiction of
the courts of the Province of Alberta with respect to any matters arising out of
this Agreement.

2.3 If any provision  contained herein is determined to be void or unenforceable
in whole or in part,  it shall not be deemed to affect or impair the validity of
any  other  provision  herein  and it shall be deemed  to be  severed  from this
Agreement  without  affecting  the  enforceability  or validity of the remaining
provisions  of this  Agreement.  Each  provision  is deemed to be  separate  and
distinct and all provisions, Articles, Sections and paragraphs of this Agreement
are intended to be so severable.

2.4 For the  purposes  of this  Agreement,  the  following  terms shall have the
following  meanings,  respectively:  (a) "Annual  Salary"  means the base annual
salary received by the Executive  during the year in which the Change of Control
occurs  plus the bonus that would be earned for such year based upon such annual
salary,  provided that the bonus for such year shall be calculated assuming that
100% of the year's target for earnings per share for bonus purposes is achieved;
(b) "Change of Control"  means:  (i) the  acceptance by the holders of shares of
the  Corporation,  representing in the aggregate more than  thirty-five per cent
(35%) of all issued voting shares of the Corporation,  of any offer,  whether by
way of a  take-over  bid or  otherwise,  for  all  or any of the  shares  of the
Corporation;  or (ii) the acquisition hereafter, by whatever means, of ownership
or  control of more than  thirty-five  per cent  (35%) in the  aggregate  of all
issued voting shares of the  Corporation  by any  companies  and/or  individuals
acting in concert (any or all of the  aforesaid  hereinafter  referred to as the
control  group);  or (iii) the  acquisition of ownership or control of less than
thirty-five  per cent (35%) in the  aggregate of all issued voting shares of the
Corporation whereby the voting of such shares allows and results in the election
of a majority of the  directors  of the  Corporation  or the  assumption  of the
effective management of the Corporation; (iv) the making of any agreement by the
Corporation to merge, consolidate or amalgamate, which causes the Corporation to
be absorbed into another  company;  or (v) the sale by the Corporation of all or
substantially all of the assets of the Corporation (other than to a wholly-owned
subsidiary of the Corporation). (c) "Date of Termination" shall mean the date of
termination of the Executive's  employment;  (d) "Disability" means any physical
or mental incapacity, disease or affliction as determined by a legally qualified
medical practitioner  selected by the Corporation,  which prevents the Executive
to a substantial degree from performing his obligations; (e) "Good Reason" shall
include,  without  limitation,   the  occurrence  within  two  years  after  the
occurrence  of a  Change  of  Control  of  any  of  the  following  without  the
Executive's  written  consent  (except in connection with the termination of the
employment of the Executive  for Just Cause or  Disability):  (i) a change which
reduces the  Executive's  responsibilities  in effect  immediately  prior to the
Change of Control;  or (ii) a reduction by the  Corporation  of the  Executive's
base annual salary,  benefits or any other form of remuneration or any change in
the basis  upon  which the  Executive's  salary,  benefits  or any other form of
remuneration  payable by the Corporation is determined and calculated;  provided
that base annual salary,  benefits or such other  remuneration may be reduced or
the basis upon which they are calculated  changed if the aggregate  compensation
to be received by the Executive  provides the same overall  economic  benefit to
the Executive; (iii) the Corporation relocating the Executive to any place other
than  the  location  at  which  he  performed  his  duties  for the  Corporation
immediately  prior to the Change of Control,  except for required  travel on the
Corporation's   business  to  an  extent   substantially   consistent  with  the
Executive's  obligations immediately prior to the Change of Control; or (iv) any
failure by the  Corporation  to provide  the  Executive  with the number of paid
vacation days to which he was entitled  immediately  prior the Change of Control
or the Corporation  failing to increase such paid vacation on a basis consistent
with  practices  in effect  immediately  prior to the  Change of Control or with
practices  implemented  subsequent  to the Change of Control with respect to the
senior  executives  of the  Corporation,  whichever  is more  favourable  to the
Executive;  or  (v)  the  failure  by  the  Corporation  to  obtain,  in a  form
satisfactory to the Executive,  an effective assumption of its obligations under
this Change of Control Agreement; (f) "Just Cause" shall mean: (i) the continued
failure  by  the  Executive  to  substantially  perform  his  duties  after  the
Corporation  has given the  Executive  reasonable  notice of such  failure and a
reasonable  opportunity  to correct it; or (ii) the engaging by the Executive in
any  act  which  is  materially  injurious  to the  Corporation,  monetarily  or
otherwise;  or (iii)  the  engaging  by the  Executive  in any  criminal  act of
dishonesty  resulting or intended to result  directly or  indirectly in personal
gain of the Executive at the Corporation's expense.


                                    ARTICLE 3
                        TERMINATION ON CHANGE OF CONTROL

3.1 If the Executive's  employment is terminated by the Corporation,  other than
for Just Cause, Disability or death, within one hundred and eighty (180) days of
the  occurrence  of one of the  events  set  forth  in  Clause  2.4(b)  of  this
Agreement,  or if the Executive's  employment is terminated by the Executive for
any reason at his sole  discretion  within sixty (60) days of the  occurrence of
one of the  events  set  forth in  Clause  2.4(b)  of this  Agreement  or if the
Executive's employment is terminated by the Executive for Good Reason, then: (a)
The Corporation  shall pay the Executive  within ten (10) days after the Date of
Termination  (or within such other  reasonable  period to effect tax planning at
the request of the  Executive)  and to the extent  permitted by law, a sum equal
to: 3 times  the  Annual  Salary;  (b) The  Executive  shall be  reimbursed  all
expenses  incurred by him prior to the Date of Termination;  (c) The Corporation
shall  continue  to pay the  appropriate  premiums  in respect of all rights and
benefits under any life  insurance,  disability,  medical and dental plans being
provided by the Corporation to the Executive at the Date of Termination,  to the
extent  permitted  by the  terms of the  applicable  policy,  for a period of 36
months from the Date of Termination or until the Executive  secures  alternative
employment,  whichever is shorter. If the Executive's  participation in any such
benefit  plan is not  permitted  by the  terms  of the  applicable  policy,  the
Corporation  shall arrange to provide the Executive with benefits  substantially
similar to those which the  Executive is entitled to receive  under such benefit
plan or to pay to the Executive  such amount  which,  after the deduction of any
income tax payable by the Executive in respect of such payment, would enable the
Executive to purchase  substantially  similar  coverage on an  individual  basis
during such period;  and (d) All club memberships held in the Corporation's name
for the Executive's  benefit at the Date of Termination  shall be transferred to
the Executive at no cost to the Executive  and all club  memberships  annual and
other  mandatory  user  fees  which  have been  fully  paid or  pre-paid  by the
Corporation may be retained without reimbursement by the Executive.

3.2 Except as otherwise  provided in Section 3.1, the benefits  payable pursuant
to this Article  shall not be reduced in any respect in the event the  Executive
shall secure or shall not reasonably pursue alternative employment following the
termination of the Executive's employment.

                                    ARTICLE 4
                  NO CHANGE TO EXISTING EMPLOYMENT RELATIONSHIP

4.1  Nothing  in this  Agreement  shall  alter the terms and  conditions  of the
Executive's  employment with the Corporation  except in the event of a Change of
Control.  Likewise,  nothing in this  Agreement  shall have any impact  upon the
Executive's  entitlement  to receive  severance at common law absent a Change of
Control.


                                    ARTICLE 5
                        RELEASES AND PRE-PAYMENT OF DEBT

5.1 In order to  receive  any  payments  pursuant  to this  Agreement,  then the
Executive shall first be required to repay any amounts then due and owing by the
Executive to the  Corporation,  and the Executive shall be required to execute a
Release in a form satisfactory to the Corporation which releases the Corporation
of any claims  which the  Executive  may have as against  the  Corporation  with
respect to the termination of the Executive's employment.


                                    ARTICLE 6
                             ACCELERATION OF OPTIONS

6.1 Notwithstanding the provision of any Agreement to the contrary, in the event
of a Change of Control,  all of the Executive's  existing unvested stock options
shall be accelerated and vested immediately upon the Change of Control.

                                    ARTICLE 7
                                     GENERAL

7.1 The Executive  shall not be prohibited from obtaining  re-employment  of any
type after his termination.

7.2 The Executive  agrees that after  termination  of his  employment by him, he
will  tender  his  resignation  from any  position  he may hold as an officer or
director of the Corporation or any of its affiliated or associated companies.

7.3 If a Change of Control occurs,  the  Corporation  agrees to pay, to the full
extent  permitted  by law,  all legal fees and  expenses to a maximum of $50,000
which the Executive,  the Executive's legal  representatives  or the Executive's
family may reasonably  incur arising out of or in connection with any litigation
concerning the validity or enforceability of any provision of this Agreement, or
any  action by the  Executive,  the  Executive's  legal  representatives  or the
Executive's  family  to  enforce  his  or  their  rights  under  this  Agreement
regardless of the outcome of such litigation,  and the Corporation agrees to pay
interest,  compounded  quarterly,  on the total unpaid amount payable under this
Agreement  until such amount is fully paid,  such interest to be calculated at a
rate equal to 2% in excess of the prime  commercial  lending  rate for  Canadian
dollar demand loans announced from time to time by the Canadian Imperial Bank of
Commerce during the period of such nonpayment.

7.4  This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
Executive and his heirs,  executors and  administrators and upon the Corporation
and its successors and assigns.

7.5  Nothing  herein  derogates  from any  rights the  Executive  may have under
applicable law, except as set out in this paragraph.  The parties agree that the
rights,  entitlements  and benefits set out here are to be paid to the Executive
in full  satisfaction  of all  rights  of the  Executive  under  the  Employment
Standards Code R.S.A. 1980 as am. or any successor legislation from time to time
and/or the applicable common law associated with wrongful termination claims.

7.6 Neither  party can waive or shall be deemed to have waived any right set out
in this Agreement except to the extent that such waiver is in writing.

IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date and
year first above written.


PRUDENTIAL STEEL LTD.



Per: ____________________________________
c/s


Per: ____________________________________


SIGNED, SEALED AND )
DELIVERED in the )
presence of: )
)
) ____________________________________
) J. D. WILSON