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                                                                     EXHIBIT 4.5

                                     FORM 27

                             MATERIAL CHANGE REPORT


ITEM 1            REPORTING ISSUER:

Paramount Resources Ltd.
4700 Bankers Hall West
888 - 3rd St. SW
Calgary, Alberta T2P 5C5


ITEM 2            DATE OF MATERIAL CHANGE:

February 3, 2003


ITEM 3            NEWS RELEASE:

A news release was issued on February 3, 2003.


ITEM 4            SUMMARY OF MATERIAL CHANGE:

On February 3, 2003 Paramount Resources Ltd. ("PRL") transferred to Paramount
Energy Trust ("PET") $81 million of natural gas producing properties and related
transportation and processing facilities located in northeast Alberta, with an
effective date of July 1, 2002. PET, a royalty trust, is wholly owned by PRL. As
a result of the transfer, PRL ultimately received a $30 million secured note and
9,909,767 trust units of PET which it intends to distribute as a dividend to
holders of its common shares of record as of 4:30 p.m. (Calgary time) on
February 11, 2003.


ITEM 5            FULL DESCRIPTION OF MATERIAL CHANGE:

PET has received all regulatory clearances with respect to its final Prospectus
in all jurisdictions in Canada and its Registration Statement in the United
States. These filings pertain to PRL's previously announced proposed
reorganization involving the transfer of substantially all of its northeast
Alberta natural gas assets to PET, a royalty trust. The final Prospectus and
Registration Statement qualify and register (i) Trust Units of PET to be
distributed by PRL as a dividend in kind (the "Dividend") to its shareholders,
(ii) Rights to purchase further Trust Units, such Rights to be issued by PET to
unitholders, and (iii) the Trust Units issuable upon the exercise of the Rights.

After receipt of the approvals referred to above, PRL transferred to PET the
"Initial Assets" (as that term is defined in the final Prospectus) which
comprise PRL's Legend natural gas property. As a result, PET has commenced its
business as a royalty trust.

PET also has completed all other transactions described in the final Prospectus
that were required to be completed as a condition to the declaration of the
Dividend by the board of directors of PRL.

The board of directors of PRL has also declared the Dividend of an aggregate of
9,909,767 PET Trust Units (the "Dividend Trust Units"). The Dividend will be
paid to holders of PRL

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common shares of record as of 4:30 p.m. (Calgary time) on February 11, 2003 (the
"Dividend Record Time"). Depending on the number of options to acquire PRL
common shares exercised by employees of PRL prior to the Dividend Record Time,
the Dividend will be paid, at a minimum, on the basis of one Dividend Trust Unit
for every 6.079 PRL common shares held at the Dividend Record Time and, at a
maximum, on the basis of one Dividend Trust Unit for every 6 PRL common shares
held at the Dividend Record Time. The exact ratio for the Dividend will be
announced by press release shortly after the Dividend Record Time.

Also, on or about February 15, 2003, PET will issue to holders of PET Trust
Units three Rights for every Trust Unit held of record as of the close of
business on February 14, 2003. Each Right will entitle its holder to subscribe
for one Trust Unit at a price of Cdn $5.05 per Trust Unit until 4:30 p.m.
(Calgary time) on March 10, 2003.

In summary, the important dates with respect to the trading of the Trust Units
and Rights are as follows:

     o    The PRL common shares will commence trading ex-dividend of the
          Dividend Trust Units on February 7, 2003.

     o    The Trust Units will commence trading on a when issued basis on the
          Toronto Stock Exchange ("TSX") on February 7, 2003, under the trading
          symbol "PMT.UN".

     o    The dividend record date for the payment of the Trust Units by PRL
          pursuant to the Dividend will be February 11, 2003 with the payment of
          the Trust Units to be on February 12, 2003.

     o    The Trust Units will commence trading ex-rights on the TSX on February
          12, 2003.

     o    The Rights will commence trading on a when issued basis on the TSX on
          February 12, 2003 under the trading symbol "PMT.RT".

     o    The rights record date for the issuance by PET of the Rights will be
          February 14, 2003.

     o    The Rights will be issued to holders of the Trust Units on or about
          February 15, 2003.

BMO Nesbitt Burns Inc., CIBC World Markets Inc. and FirstEnergy Capital Corp.
are acting as financial advisors to PRL with respect to the foregoing
transactions, and have agreed to act as dealer managers in Canada under the
rights offering.


ITEM 6            FILING ON A CONFIDENTIAL BASIS:

Not applicable


ITEM 7            OMITTED INFORMATION:

None


ITEM 8            SENIOR OFFICERS:

James H.T. Riddell, President, or
Charles Morin, Corporate Secretary
Fax: (403) 262-7994, Phone: (403) 290-3600

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ITEM 9            STATEMENT OF SENIOR OFFICER:

The foregoing accurately discloses the material change referred to in this
report.

DATED at Calgary, Alberta this 11th day of February, 2003.

                                        PARAMOUNT RESOURCES LTD.

                                        Per:            "SIGNED"
                                            ------------------------------------
                                               James H.T. Riddell, President


IT IS AN OFFENCE UNDER SECURITIES LAWS FOR A PERSON OR COMPANY TO MAKE A
STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THE
RULES THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS
MADE, IS A MISREPRESENTATION.