<PAGE>
                                                                    Exhibit 4.25









                       STATIA TERMINALS CANADA PARTNERSHIP

--------------------------------------------------------------------------------

                              PARTNERSHIP AGREEMENT

--------------------------------------------------------------------------------




                               SEPTEMBER 21, 2001


<PAGE>



                  MEMORANDUM OF AGREEMENT made as of the 21st day of September,
2001.

BETWEEN:

                  STATIA TERMINALS CANADA, INCORPORATED, a company duly
                  incorporated under the laws of the Province of Nova Scotia

                  (hereinafter referred to as the "Managing Partner")

                                                               OF THE FIRST PART

                                     - and -

                  POINT TUPPER MARINE SERVICES LIMITED, a company duly
                  incorporated under the laws of the Province of Nova Scotia

                  (hereinafter referred to as "PTMS")

                                     - and -

                  STATIA TERMINALS CANADA HOLDINGS, INC., a company duly
                  incorporated under the laws of the Province of Nova Scotia

                  (hereinafter referred to as "STCHI")

                                                              OF THE SECOND PART

         WHEREAS the Partnership has been formed as a general partnership under
the laws of the Province of Nova Scotia and the Partnership desires to conduct
the Business in accordance with the provisions of this Agreement;

         AND WHEREAS the Managing Partner has agreed to assume the rights,
obligations and liabilities of managing partner of the Partnership, as more
particularly described in this Agreement.

         THIS AGREEMENT WITNESSES that in consideration of the premises and the
mutual covenants and agreements herein contained and for other good and valuable
consideration, the receipt and adequacy of which are acknowledged, the parties
hereto agree as follows:


<PAGE>


                                     PART 1
                                 INTERPRETATION

1.1      DEFINITIONS. In this Agreement the following terms have the following
         meanings:

         AFFILIATES", where used to indicate the relationship between two
         persons, means one of them is an affiliate of the other, as that term
         is defined in the SECURITIES ACT (Nova Scotia).

         "AGREEMENT" means this agreement and all amendments made hereto in
         accordance with the provisions hereof, as supplemented and amended from
         time to time.

         "AUDITORS" means such firm of chartered accountants as may be appointed
         by Ordinary Resolution from time to time.

         "BANK" means the Partnership's bankers from time to time.

         "BUSINESS" means the business carried on by the Partnership, as
         described in Section 2.4.

         "BUSINESS DAY" means a day which is not a Saturday, Sunday or statutory
         holiday in either the City of Halifax, Nova Scotia.

         "CERTIFICATE" means a certificate of ownership of Units substantially
         in the form of the certificates attached hereto as Schedule "A", and
         issued in accordance with Section 3.2.

         "DECLARATION" means the declaration filed under the Partnership Act
         establishing the Partnership as a general partnership, as from time to
         time amended.

         "EXTRAORDINARY RESOLUTION" means with respect to a resolution of the
         Partnership, a resolution passed: (i) at a duly constituted meeting of
         the Partnership called for the purpose of considering such resolution
         by the members of the Partnership present in person or by proxy and
         representing Partners having at least 75% of the then current aggregate
         Partnership Interests in the Partnership, and at which a quorum is
         present in person or by proxy or without such quorum at a subsequent
         adjourned meeting as contemplated in Section 6.3, or alternatively,
         (ii) by a written resolution signed in one or more counterparts by
         members of the Partners having at least 75% of the then current
         aggregate Partnership Interests in the Partnership.

         "FISCAL YEAR" shall have the meaning set out in Section 2.3.

         "INITIAL CLOSING" means the closing of the issuance of the Initial
         Units.

         "INITIAL UNITS" means collectively the STC Initial Units, PTMS Initial
         Units and STCHI Initial Units.

         "MANAGING PARTNER" means STC and its successors as provided for herein,
         as managing partner of the Partnership.



<PAGE>
                                     - 2 -

         "ORDINARY RESOLUTION" means a resolution passed: (i) at a duly
         constituted meeting of the Partnership called for the purpose of
         considering such resolution by the Partnership present in person or by
         proxy and representing Partners having more than 50% of the then
         current aggregate Partnership Interests in the Partnership, and at
         which a quorum is present in person or by proxy or without such quorum
         at a subsequent adjourned meeting as contemplated in Section 6.4 or
         alternatively, (ii) by a written resolution signed in one or more
         counterparts by the Partners having more than 50% of the then current
         aggregate Partnership Interests in the Partnership.

         "PARTNER" means any owner of at least one Unit whose name appears on
         the Record.

         "PARTNERSHIP" means the partnership formed pursuant to this Agreement
         and the Partnership Act.

         "PARTNERSHIP ACT" means the PARTNERSHIP ACT (Nova Scotia) as now
         enacted or as the same may from time to time be amended, re-enacted or
         replaced.

         "PARTNERSHIP INTEREST" means, in respect of a particular Partner at any
         particular time, that percentage of the total issued and outstanding
         Units that are registered in the name of that Partner.

         "PERSON" or "PERSON" means an individual, corporation, body corporate,
         partnership, joint venture, association, trust or unincorporated
         organization or any trustee, executor, administrator or other legal
         representative.

         "PRIME RATE" means the lending rate of interest expressed as an annual
         rate which the [Bank] quotes in Halifax, Nova Scotia from time to time
         as the reference rate of interest (commonly known as Prime) for the
         purpose of determining the rate of interest that it charges to its
         commercial customers for loans in Canada in Canadian funds.

         "PTMS INITIAL UNITS" means the one (1) Unit of the Partnership issued
         to PTMS as contemplated in Section 3.2.

         "RECORD" means the record of Partners inclusive of names, addresses,
         number of Units and Partnership Interests, as maintained by the
         Managing Partner.

         "RESOLUTION" means an Ordinary Resolution or Extraordinary Resolution
         as the case may be.

         "SALE OF UNITS" means the sale of Units which occurs on Closing, as
         contemplated in Section 3.2.

         "SECURITIES ACT" means the SECURITIES ACT (Nova Scotia), as now enacted
         or as the same may from time to time be amended, re-enacted or
         replaced.

         "STC INITIAL UNITS" means the 96,000 Units of the Partnership issued to
         STC as contemplated in Section 3.2.





<PAGE>
                                     - 3 -

         "STCHI INITIAL UNITS" means the 3,999 Units of the Partnership issued
         to STCHI as contemplated in Section 3.2.

         "SUBSCRIBER" means a person who wishes to subscribe for Units of the
         Partnership by fulfilling the Subscription requirements.

         "SUBSCRIPTION" means a subscription for Units, by the execution of a
         subscription agreement and delivery thereof, together with the
         Subscription Price, to the Managing Partner.

         "SUBSCRIPTION PRICE" means the amount of cash or other property to be
         contributed by a Subscriber to the Partnership, for the issuance of
         Units.

         "TAX ACT" means the INCOME TAX ACT (Canada), as now enacted or as the
         same may from time to time be amended, re-enacted or replaced and,
         where appropriate, the applicable provincial counterpart.

         "TERMINATION DATE" means such date as may be determined in accordance
         with Section 2.5 of this Agreement.

         "TRANSFER FORM" means a form of transfer of Units substantially in the
         form attached hereto as Schedule "B".

         "UNIT" means an unit of Partner's interest in the Partnership as
         provided in this Agreement.

1.2 NUMBER AND GENDER. Words importing the singular number only shall include
the plural and vice versa, words importing the masculine gender shall include
the feminine and neuter genders and vice versa and words importing persons shall
include individuals, sole proprietorships, unincorporated associations,
unincorporated syndicates, unincorporated organizations, trusts, bodies
corporate and a natural person in his or her capacity as trustee, executor,
administrator or other legal representative.

1.3 SECTIONS AND HEADINGS. The division of this Agreement into parts and
sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement. The terms
"this Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular part, section or other portion hereof and
include any agreement or instrument supplemental or ancillary hereto. Unless
something in the subject matter or context is inconsistent therewith, references
herein to parts and sections are to parts and sections of this Agreement.

1.4 APPLICABLE LAW. This Agreement shall be construed and enforced in accordance
with the laws of Nova Scotia and the laws of Canada applicable therein in each
case without regard to any conflict of laws provisions or case law which would
otherwise cause the application of the law of any other jurisdiction.

1.5 CURRENCY. Unless otherwise specified, all references herein to currency
shall be references to currency of Canada.




<PAGE>
                                     - 4 -



1.6 ACCOUNTING PRINCIPLES. All calculations to be undertaken and financial
statements to be prepared as required or contemplated by this Agreement shall be
undertaken in accordance with generally accepted accounting principles
consistently applied or as may otherwise be approved by Ordinary Resolution.

1.7 SCHEDULES. The following are the Schedules attached hereto and incorporated
by reference and deemed to be part hereof:

         Schedule "A"  -   Form of Certificate for a Class "A" Unit
         Schedule "B"  -   Form of Transfer of Unit

                                     PART 2
                            FORMATION OF PARTNERSHIP

2.1 FORMATION OF PARTNERSHIP. The Partners hereby acknowledge and confirm the
formation of the Partnership as a general partnership under the Partnership Act
to carry on business under the name "STATIA TERMINALS CANADA PARTNERSHIP".

2.2 REGISTERED OFFICE. The registered office of the Partnership shall be located
at 3816 Port Malcolm Road, Point Tupper, Nova Scotia. The Partnership shall have
the right to change its registered office, on the condition that it be to a
place situated within the Province of Nova Scotia, after having given notice to
that effect to the Partners.

2.3 FISCAL YEAR. Each fiscal year of the Partnership ("Fiscal Year") shall end
on the earlier of December 31 of such year or the date of dissolution or other
termination of the Partnership, unless amended by Ordinary Resolution of the
Partnership.

2.4 BUSINESS OF PARTNERSHIP.

         (a)      The business of the Partnership will be:

                  (i)      to carry on the business previously carried on by
                           Statia Terminals Canada, Incorporated;

                  (ii)     to operate storage, above and below ground,
                           transhipment, blending and processing facilities for
                           any petroleum or other solid, gaseous or liquid
                           products, including without limitation, heavy crude,
                           home heating oil, light oil, condensate resulting
                           from fractionation of natural gas liquids or
                           otherwise, gasoline or the components thereof or some
                           or all of them, or any or all of the foregoing or
                           parts thereof;

                  (iii)    to conduct natural gas liquidification and operate
                           related facilities;

                  (iv)     to generally operate a marine terminaling business
                           including bunkering, ship agency and other activities
                           normally carried on or about a marine terminal as
                           part of its operations or related to providing goods
                           or services to the customers of such operation;





<PAGE>
                                     - 5 -


                  (v)      any use reasonably related to any of the foregoing;

                  (vi)     to carry on such other activities as may be approved
                           by Extraordinary Resolution.

                  All of the foregoing activities shall herein be collectively
                  referred to as the "Business" of the Partnership.

         (b)      The Partnership may carry on any business and exercise all
                  powers ancillary and incidental to or in furtherance of the
                  Business.

2.5 TERM OF THE PARTNERSHIP.

         (a)      The Partnership will pursue its operational activities until
                  the earliest of:

                  (i)      the date on which the Partnership is voluntarily
                           dissolved by written agreement of the Partners; or

                  (ii)     the date on which the Partnership is dissolved by
                           operation of law.

2.6 EVENTS WHICH DO NOT RESULT IN DISSOLUTION. For greater certainty, without
limitation, the Partnership shall not necessarily be dissolved by reason of the
death, interdiction, bankruptcy or other disability of any Partner or the
admission of any new Partner.

2.7 TITLE TO PARTNERSHIP ASSETS. All property owned by the Partnership, whether
real or personal, tangible or intangible, shall be deemed to be owned by the
Partnership.

                                     PART 3
                               PARTNERSHIP CAPITAL

3.1 NUMBER OF UNITS. The interests of the Partners in the Partnership will be
divided into and represented by a total of an unlimited number of Units. Each
person recorded on the Record as a Partner shall be deemed to be the holder of
record of the number of Units set out opposite its name thereon. No fractional
Units shall be issued or shall be permitted to be issued, transferred or
assigned. Each issued and outstanding Unit shall be equal to each other Unit
with respect to all rights, benefits, obligations and limitations provided for
in this Agreement and all other matters.



<PAGE>
                                     - 6 -



3.2 INITIAL PARTNERSHIP INTERESTS. At Initial Closing, the Subscribers shall
subscribe for and receive the number of Units listed opposite each of their
names listed below for an aggregate Subscription Price as therein noted:

                           Units      Subscription Price    Partnership Interest
                           -----      ------------------    --------------------

         (a)      STC      96000           $  960                   96%


         (b)      PTMS     3999            $39.99                 3.99%


         (c)      STCHI       1            $ 0.01                 0.01%


3.3 CERTIFICATES. Each Partner shall be issued a Certificate specifying the
number of Units held by such Partner; provided that a Subscriber shall not be
entitled to receive such a Certificate until the Partnership has received
payment in full of the Subscription Price for such Units. Every Certificate must
be signed by at least one officer or director of the Managing Partner.

3.4 RECEIPT. The receipt for any money, securities and other property from the
Partnership by a person in whose name any Unit is recorded on the Record, or if
such Unit is recorded in the names of more than one person, the receipt therefor
by any one of such persons or of the duly authorized agents of any such person
in that regard shall be a sufficient discharge for all money, securities and
other property payable, issuable or deliverable in respect of such Unit and from
all liability to see to the application thereof. At any time, an Ordinary
Partner shall be entitled to require the Managing Partner to issue a statement
confirming the Partnership Interests of such Partner or any or all of the
Partners.

3.5 TRANSFER OF UNITS.

         (a)      A Partner may transfer Units only if the provisions of Part 13
                  of this Agreement are complied with.

         (b)      No transfer of Units shall be made if in the opinion of
                  counsel to the Partnership such transfer would result in the
                  violation of any applicable securities laws.

         (c)      No transfer of Units shall be effective unless the Certificate
                  therefor, accompanied by a duly executed TRANSFER FORM or
                  other transfer form acceptable to the Managing Partner, are
                  delivered to the Managing Partner. A transferee will not
                  become a Partner in respect of the Unit transferred to him or
                  her until the prescribed information has been entered on the
                  Record and a Certificate is issued in such person's name. The
                  Managing Partner shall promptly enter the details of a
                  transfer properly effected in accordance with the terms hereof
                  on the Record.

         (d)      No transfer of Units shall be made to a "non-resident" within
                  the meaning of the Tax Act.


<PAGE>
                                     - 7 -



         (e)      No transfer of a Unit shall cause a dissolution of the
                  Partnership.

                  In the absence of compliance with the foregoing:

                  (i)      such entitlement will not be recognized,

                  (ii)     the person claiming such entitlement will not be
                           entered in the Record and will not become a
                           substituted Partner under the Partnership Act,

                  (iii)    no amendment to the Record will be made, and

                  (iv)     any such person will have no right to inspect the
                           Partnership's books and records, to be given any
                           information about matters affecting the Partnership
                           or to be given an accounting of the Partnership's
                           affairs and will not be entitled to receive all or
                           any portion of the Partnership Interest of the
                           transferor in Cash Flows of the Partnership.

3.6 CONTINUANCE AS A PARTNER. On satisfaction of all matters required under
Section 3.16 to be completed to effect the transfer of a Unit, the transferor
will for all purposes, but subject to the provisions of the Partnership Act,
cease to be a Partner in respect of that Unit.

3.7 NEW CERTIFICATE TO TRANSFEROR. In the case of a transfer of less than all of
the Units represented by any Certificate, a new Certificate shall be issued by
the Managing Partner for the balance of the Units retained by the transferor.

3.8 NO OBLIGATION TO SEE TO EXECUTION OF TRUST. The Managing Partner shall not
be bound to recognize or see to the execution of any trust (express, implied or
constructive) or any charge, pledge or equity to which any of the Units or any
interest therein are subject, nor to ascertain or inquire whether any sale or
transfer of any such Units or any interest therein by any Partner is authorized
by such trust, charge, pledge or equity, nor to recognize any person as having
any interest in, or rights of an owner of, any Units except for the person
entitled in accordance herewith to be recorded on the Record as the holder of
such Units. No transfer shall relieve the transferor from any obligations to the
Partnership incurred prior to the transfer becoming effective. No transfer of a
fractional part of a Unit shall be recognized.

3.9 SUCCESSORS IN INTEREST OF PARTNERS. Any person becoming entitled to any
Units in consequence of the bankruptcy of any Partner, or otherwise by operation
of law, shall, subject to compliance with Part 13, be recorded in the Record as
a substituted Partner and as the holder of such Units and shall receive a new
Certificate therefor only upon production of evidence satisfactory to the
Managing Partner of such entitlement, upon delivery of the existing Certificate
and of the applicable Transfer Form duly completed and properly executed, upon
compliance with and subject to the provisions of Section 3.5. In the absence of
compliance:

         (a)      such entitlement will not be recognized,

         (b)      the person claiming such entitlement will not be entered in
                  the Record and will not become a substituted Partner under the
                  Partnership Act,


<PAGE>
                                     - 8 -


         (c)      no amendment to the Record will be made, and

         (d)      any such person will have no right to inspect the
                  Partnership's books and records, to be given any information
                  about matters affecting the Partnership or to be given an
                  accounting of the Partnership's affairs and will not be
                  entitled to receive all or any portion of the Partnership
                  Interest of the transferor in the profits of the Partnership.

                                     PART 4
                           SUBSCRIPTION CONTRIBUTIONS

4.1 SALE OF UNITS. The Managing Partner may raise capital for the Partnership by
effecting a private issuance and sale of the Units, and may determine the terms
and conditions of any such sale which are not otherwise specified in this
Agreement. The Subscription Price paid, or agreed to be paid, by a Subscriber
for each Unit shall represent a contribution to the capital of the Partnership
equal to the amount so paid and so agreed to be paid.

4.2 ACCOUNTS.

         (a)      The Managing Partner shall cause to be maintained such books,
                  records and accounts as are consistent with sound management
                  practice for a general partnership, as determined by the
                  Managing Partner or as determined by Ordinary Resolution

         (b)      No Partner has the right to withdraw any capital or other
                  amount or receive any distribution from the Partnership,
                  except as provided for in this Agreement and as permitted by
                  law.

         (c)      No Partner will have the right to receive interest on any
                  balance in any of its accounts set up pursuant to Subsection
                  4.2 (a).

4.3 INTEREST OF PARTNER. The interest of a Partner in the Partnership will not
terminate by reason of there being a negative or zero balance in any of its
accounts set up pursuant to Subsection 4.2(a).

                                     PART 5
                        ALLOCATION OF PROFITS AND LOSSES

5.1 DEDUCTIONS. In computing the taxable income of the Partnership for each
Fiscal Year, the Partnership will claim such amounts permitted under the Tax Act
in respect of operating expenses and discretionary deductions.


<PAGE>
                                     - 9 -


5.2 ALLOCATION TO PARTNERS. Except as otherwise provided for herein, any
distribution that is, pursuant to any provision of this Agreement, to be made
among the Partners will be made in proportion to their respective Partnership
Interests as at effective date of such distribution or, in the event of
dissolution of the Partnership, on the date of dissolution.

5.3 ALLOCATION OF PROFITS AND LOSSES. Profit and losses for any Fiscal Year will
be allocated as at the end of each Fiscal Year to the Partners of Record at the
end of the Fiscal Year, and to Partners who ceased to be Partners in such Fiscal
Year by the Managing Partners shall use its best efforts to treat all Partners
fairly having regard to the distributions made to them and their respective
Partnership Interests.

                                     PART 6
                                   MANAGEMENT

6.1 ESTABLISHMENT OF MANAGING PARTNER. STC shall be the Initial Managing Partner
and shall serve as such until replaced in accordance with the terms of this
Agreement.

6.2 POWER OF MANAGING PARTNERS. The Managing Partner shall be responsible for
and is hereby authorized to managed the day-to-day business affairs of the
Partnership, and has full authority to bind the Partnership with respect to the
entering into of leases, contracts, mortgages and other agreements:

         (a)      the Managing Partner is responsible for the preparation of
                  annual, unaudited financing statements and the preparation of
                  annual budget;

         (b)      the preparation of an annual business plan;

         (c)      the Managing Partner shall have such other duties and
                  authorities as the Partners may, from time to time, decide.

6.3 QUORUM A quorum for meetings of the Partners of the Partnership shall not
exist unless there is at least one representative from each Partner present in
person or by proxy, unless the party whose representative was not in attendance
subsequently consents in writing to the business conducted at the meeting. If at
any meeting (the "Initial Partners' Meeting") a representative of each Partners
is not present or ceases to be present, the Partners remaining present may
adjourn the meeting to the same time and place five Business days later (the
"Adjourned Meeting"). Notice of the Adjourned Meeting shall be delivered in
accordance with the provisions of Section 14.1 as soon as possible to the
Partners who was not present or ceased to be present at the Initial Partners'
Meeting. A quorum of Partners at the Adjourned Meeting will consist of those
other Partners present in person or by proxy, and such quorum, notwithstanding
the other provisions of this Agreement, shall be authorized to conduct all of
the business of the Partnership, subject only to the restriction than such
business be properly described in the notice of the Initial Partners' Meeting.


<PAGE>
                                     - 10 -


6.4 ORDINARY RESOLUTIONS. Decisions of the Partnership shall be effective by
Ordinary Resolution except where an Extraordinary Resolution is specifically
required by the terms of this Agreement.

6.5 EXTRAORDINARY RESOLUTIONS. The following decisions of the Partnership will
only be effective if an Extraordinary Resolution is passed approving of same:

         (a)      a change in the Business as contemplated by Section 2.4; and

         (b)      any sale or other disposition of all or substantially all of
                  the assets of the Partnership.

6.6 RESOLUTIONS AND IMPLEMENTATION. All decisions of the Management shall be
properly passed in accordance with Sections 6.5 and 6.6. Such Resolutions of the
Partnership shall be communicated to the Managing Partner and the Managing
Partner shall forthwith act upon and carry out the directions of the Partnership
as expressed in such Resolutions. All Resolutions which have been properly
passed shall be binding on all Partners notwithstanding the manner in which a
particular Partner may have voted in respect of such a Resolution.

                                     PART 7
                      FUNCTIONS AND POWERS OF THE PARTNERS

7.1 AUTHORITY OF THE MANAGING PARTNER.

         (a)      The Managing Partner shall have the power and authority to
                  administer, manage, conduct, control and operate the
                  day-to-day business and affairs of the Partnership and have
                  the power and authority, for and on behalf of and in the name
                  of the Partnership, to do any act, take any proceeding, make
                  any decisions and execute and deliver any instrument, deed,
                  agreement or document necessary or appropriate for or
                  incidental to carrying on the business of the Partnership
                  subject to all of the limitations contained in Section 7.2.

         (b)      No person dealing with the Partnership will be required to
                  verify the power of the Managing Partner to take any measure
                  or to make any decision in the name of or on behalf of the
                  Partnership.

7.2 EXERCISE OF GOOD FAITH. The Managing Partner shall exercise its powers and
discharge its duties and obligations hereunder honestly, in good faith, and in
the best interests of the Partners and the Partnership and shall, in discharging
its duties, exercise the degree of care, diligence and skill that a reasonably
prudent general manager would exercise in similar circumstances.

7.3 COMPLIANCE WITH LAWS. Each Ordinary Partner will, on the request of the
Managing Partner, immediately execute such documents considered by the Managing
Partner to comply with any applicable law or regulation of any jurisdiction in
Canada, for the continuation, operation or good standing of the Partnership.


<PAGE>
                                     - 11 -


7.4 BUSINESS DEALINGS BY PARTNER WITH PARTNERSHIP. A Partner may loan money to
and transact other business with the Partnership and, may receive on account of
resulting claims against the Partnership, with general creditors, a pro rata
share of the assets, but no Partner shall in respect of any such claim:

         (a)      receive or hold as collateral security any of the Partnership
                  property; or

         (b)      receive from a Managing Partner or the Partnership any
                  payment, conveyance or release from liability if at the time
                  the assets of the Partnership are not sufficient to discharge
                  the Partnership liabilities to persons not claiming as
                  Managing Partner or Ordinary Partner; or

         (c)      vote in respect of any Resolution in respect thereof, with the
                  exception of a resolution referred to in Section 6.8.

                                     PART 8
                           CHANGE OF MANAGING PARTNER

8.1 RESIGNATION OF MANAGING PARTNER.

         (a)      The Managing Partner may resign as Managing Partner on 30 days
                  written notice to the Partners. If notice of resignation is
                  given, the Managing Partner shall cease to be the Managing
                  Partner of the Partnership on the day following the expiration
                  of the aforesaid notice period.

         (b)      The Managing Partner shall promptly execute such documents and
                  agreements and may make such filings as may be required to
                  effect the foregoing.

8.2 REMOVAL OF MANAGING PARTNER. The Partners may, by Ordinary Resolution,
remove the Managing Partner as managing partner of the Partnership upon 30 days
prior notice :

         (a)      upon the bankruptcy, dissolution, liquidation or winding-up of
                  the Nova Scotia Managing Partner (or the commencement of any
                  act or proceeding in connection therewith which is not
                  contested in good faith by the Managing Partner) or the
                  insolvency of the Managing Partner. The Managing Partner shall
                  immediately notify the Partners, in writing, of the occurrence
                  of any of the events described in this Subsection 8.2(a); or

         (b)      if the Managing Partner commits an act or omits to do an act
                  which, if the Managing Partner was an individual employee of
                  the Partnership under Nova Scotia law, would justify the
                  Partnership in terminating such employment relationship for
                  cause without notice.

8.3 REPLACEMENT OF MANAGING PARTNER. If the Managing Partner resigns or is
removed, a new Managing Partner may be appointed by the Partners by Ordinary
Resolution.


<PAGE>
                                     - 12 -


8.4 AMOUNTS TO BE PAID. The Partnership shall pay all amounts payable by the
Partnership to the Managing Partner pursuant to this Agreement accrued to the
date of resignation by or removal of the Managing Partner.

8.5 SUCCESSOR MANAGING PARTNER. Any successor managing partner must be a
resident of Canada for income tax purposes, shall assume all managerial duties,
powers and obligations imposed upon or granted to the Managing Partner, and must
agree in writing to be bound by the provisions of this Agreement. The Managing
Partner that has been removed or resigned will co-operate in effectively
transferring the administration, management, control and operation of the
Business of the Partnership to the new managing partner and will execute and
deliver all deeds, certificates, declarations and other documents necessary or
desirable to effect such transfer in a timely fashion.

8.6 RELEASE. In the event of the removal or resignation of the Managing Partner,
the Partnership and the Partners will release and hold harmless the former
Managing Partner from all actions, claims, costs, demands, losses, damages and
expenses with respect to events that occur in relation to the Partnership after
the effective date of removal or resignation of the former Managing Partner,
except to the extent that any such action, claim, cost, demand, loss, damage or
expense arose out of any default of the former Managing Partner prior to such
effective date and would otherwise be actionable pursuant to the provisions of
Part 11.

8.7 NON-TERMINATION OF PARTNERSHIP. The Partnership will not be terminated by
reason of the removal, replacement or withdrawal of the Managing Partner or in
any of the circumstances described in Section 8.2 or otherwise.

                                     PART 9
                                FEES AND EXPENSES

9.1 ONGOING EXPENSES. The Partnership will pay all of the Partnership's
administrative and operating expenses, which expenses will include, without
limitation, administration fees, taxes, legal, audit and valuation fees, Partner
reporting costs, costs to be incurred in connection with the Partnership's
filing obligations, and costs incurred on the dissolution and winding-up of the
Partnership. Included in the Partnership's administrative costs are its overhead
expenses, including those relating to office facilities, equipment, employee
salaries, bonuses, pensions and benefits.

                                    PART 10
                            ACCOUNTING AND REPORTING

10.1 RECORDS AND BOOKS OF THE PARTNERSHIP.

         (a)      During the term of the Partnership and for a period of six
                  years thereafter, the Managing Partner will keep at its
                  principal place of business a copy of the Record, a copy of
                  this Agreement, a copy of the Declaration and each declaration
                  amending the Declaration, proper and complete records and
                  books of account



<PAGE>
                                     - 13 -


                  reflecting the assets, liabilities, income and expenditures of
                  the Partnership and copies of those other documents and
                  records described in Subsection 10.1(b).

         (b)      The Managing Partner, must maintain a Record that will list
                  the names and addresses of all the Partners and the number of
                  Units held by each of them. In addition, the Managing Partner
                  shall keep a record of the accounts referred to in Subsection
                  4.2(a). The Record and any other books, records and registers
                  provided for in this Section will be available for inspection
                  and audit by any Ordinary Partner or its duly authorized
                  representative during normal business hours by appointment at
                  the office of the Managing Partner and, upon request either in
                  person or by mail, the Managing Partner will furnish a copy of
                  such records to any Partner or its duly authorized
                  representative for the cost of reproduction and mailing.

10.2 FINANCIAL STATEMENTS AND INCOME TAX INFORMATION.

         The Managing Partner shall:

         (a)      prepare, for each Fiscal Year, a balance sheet and statements
                  of Partners' equity, income or loss, and cash flow of the
                  Partnership in accordance with generally accepted accounting
                  principles, standards and practices. All revenues and expenses
                  of the Partnership shall be calculated and allocated among the
                  Partners and certified by the Managing Partner in accordance
                  with the provisions of this Agreement. A copy of the financial
                  statements, together with the financial report and the
                  auditors' report thereon, if any, and comparative financial
                  statements for the immediately preceding Fiscal Year, will be
                  provided by the Managing Partner to each Ordinary Partner as
                  soon as practicable, but in any event within 120 days after
                  the end of each Fiscal Year;

         (b)      prepare an unaudited balance sheet and statements
                  corresponding with those in Subsection 10.2(a), each with
                  actual to budget comparisons for each quarterly period of each
                  Fiscal Year. A copy of such unaudited financial statements
                  will be provided by the Managing Partner to each Partner
                  within 30 days of the end of each such quarter;

         (c)      furnish to each Partner such other reports as the Partnership
                  may be required by law to deliver to Partners or as may be
                  necessary to allow the Partners to timely file all applicable
                  tax filings; and

         (d)      prepare and file within the prescribed time all forms and
                  information returns and other documents required by law to be
                  filed by the Partnership with any governmental authority.


<PAGE>
                                     - 14 -


                                    PART 11
                           LIABILITIES OF THE PARTNERS

11.1 LIABILITY MANAGING PARTNER AND PARTNERS.

         (a)      Subject to the following, the Managing Partner shall have
                  unlimited liability for the undertakings, liabilities and
                  obligations of the Partnership. Neither the Managing Partner
                  shall not be liable to the other Partners for any mistakes or
                  errors in judgement, or for any act or omission believed by it
                  in good faith to be within the scope of the authority
                  conferred upon it by this Agreement (other than an act or
                  omission which is in contravention of this Agreement or which
                  results from or arises out of the or wilful misconduct in the
                  performance of, or wilful disregard of, the obligations or
                  duties of the Managing Partner under this Agreement) or for
                  any loss or damage to any of the property of the Partnership
                  attributable to an event beyond the control of the Managing
                  Partner.

         (b)      Subject to applicable law, the liability of each Partner for
                  the undertakings, liabilities and obligations of the
                  Partnership will be unlimited, but in no event shall the
                  Partnership liable for any obligation of the Partners not
                  incurred in the conduct of the Business.

         (c)      Each Partner shall indemnify and hold harmless the Partners
                  and the Partnership from and against all losses, liabilities,
                  expenses and damages suffered or incurred by the Partnership
                  or the Partners by reason of misrepresentation or breach of
                  any of the warranties or covenants of such Partner as set out
                  in this Agreement.

11.2 COSTS OF LITIGATION. In any action, suit or other proceeding commenced by a
Partner, as such, the Partnership shall bear the reasonable expenses of the
Managing Partner in any such action, suit or other proceedings in which or in
relation to which the Managing Partner is adjudged not to be in breach of any
duty or responsibility imposed upon it hereunder, otherwise such costs will be
borne by the Managing Partner.

                                     PART 12
                                    AMENDMENT

12.1 REQUIREMENTS FOR AMENDMENTS. This Agreement may be amended only by
Extraordinary Resolution, but any amendment to this Part 12 may be made only
with the unanimous consent of the Partners.



<PAGE>
                                     - 15 -


                                    PART 13
                      TRANSFERS AND RIGHTS OF FIRST REFUSAL

13.1 GENERAL PROHIBITION RE TRANSFER OF UNITS. No Partner shall have the right
to transfer, encumber, charge or otherwise dispose of any Units without
complying with the balance of the provisions of this Part 13, except with the
written consent of all Partners. Further, upon any approved transfer of Units,
the provisions of Section 3.5 shall be complied with.

13.2 RIGHT OF FIRST REFUSAL. Any Ordinary Partner (the "Selling Partner")
wishing to sell or dispose of all its Units in the Partnership shall first offer
to all of the Partners which are not the Selling Partner (collectively, the
"Purchasing Partners") the right to purchase the Selling Partner's Units in
accordance with the following provisions:

         (a)      If the Selling Partner receives a bona fide arm's-length offer
                  to purchase (hereinafter called the "Offer") all of the
                  Selling Partner's Units, which Offer the Selling Partner has
                  accepted subject to a condition precedent to the obligations
                  of the Selling Partner (which may not be waived) to comply
                  with the provisions of this Agreement (including the
                  provisions of this Section 13.2), the Selling Partner shall
                  give a notice (the "Sale Notice") concurrently to each of the
                  Purchasing Partners.

         (b)      For the purposes of Subsection 13.2(a), the Offer shall be
                  deemed not to be bona fide unless:

                  (i)      it is an offer to purchase all of the Selling
                           Partner's Units not made in conjunction with other
                           transactions, and the purchaser thereunder (the
                           "Purchaser") agrees to be bound by the provisions of
                           this Agreement;

                  (ii)     the purchase price for the Selling Partner's Units
                           (the "Offer Price") is payable in cash on the closing
                           of such sale and there must be no direct or indirect
                           supplementary consideration; and

                  (iii)    the Offer is made by a principal identified in the
                           Offer and not by an agent or nominee thereof, which
                           principal shall be at arms-length with the Selling
                           Trust; and

                  (iv)     it has a definitive closing date within one hundred
                           twenty (120) days of the Sale Notice.

         (c)      The Sale Notice shall include an offer to sell (the "Sale
                  Offer") to the Purchasing Partners the Selling Partner's Units
                  at the Offer Price and subject to the same terms and
                  conditions as set forth in the Offer, and the Selling Partner
                  shall deliver with the Offering Notice:

                  (i)      a true copy of the Offer;


<PAGE>
                                     - 16 -


                  (ii)     the names of the principal shareholders (if
                           available) the officers and directors of the
                           Purchaser;

                  (iii)    any other information with respect to the financial
                           capacity of the Purchaser in the possession of the
                           Selling Partner; and

                  (iv)     a statement that there is no direct or indirect
                           supplementary consideration and that the Offer is not
                           made as a part of or in connection with any other
                           transaction;

         (d)      Each of the Purchasing Partners may elect to accept the offer
                  contained in the Sale Notice by written notice to the Selling
                  Partner to purchase such Purchasing Partner's pro rata share
                  of the Selling Partner's Units at the Offer Price, based on
                  the Purchasing Partners' respective Partnership Interests in
                  the Partnership as at the date of the Sale Offer, within the
                  period (the "Offer Period") specified in the Offering Notice,
                  which Offer Period shall be not less than 21 days nor more
                  than 45 days from receipt of the Sale Notice by the Purchasing
                  Partners (the "Acceptance Notice"). The Acceptance Notice
                  shall also include the additional number of the Selling
                  Partner's Units in excess of such pro rata share that the
                  Purchasing Partner would be prepared to acquire at the Offer
                  Price.

         (e)      If all of the Purchasing Partners elect to accept the Offer
                  within the Offer Period, then the Selling Partner shall sell
                  its Units to all such Purchasing Partners on the basis of
                  their respective Partnership Interests for a purchase price
                  equal, in aggregate, to the Offer Price.

         (f)      If some but not all of the Purchasing Partners determine to
                  provide an Acceptance Notice, then the unclaimed Units shall
                  be applied to satisfying the claims of the Purchasing Partners
                  for Units in excess of their proportions, and if the claims in
                  excess are more than sufficient to exhaust such unclaimed
                  Units, the unclaimed Units shall be divided among the
                  Purchasing Partners desiring excess Units pro rata in
                  accordance with their respective Partnership Interests as at
                  the date of the Sale Offer so that no Purchasing Partner shall
                  be bound to take a greater quantity of Units than the number
                  set out in his Acceptance Notice. If, after giving effect to
                  any such allocation of any unclaimed Units, there shall remain
                  any unsatisfied claims for Units and any unclaimed Units, then
                  such allocation of unclaimed Units shall be repeated until all
                  unclaimed Units have been allocated to Purchasing Partners.

         (g)      In the event that none of the Purchasing Partners provide an
                  Acceptance Notice, or in the event that after all of the
                  foregoing provisions of this Section 13.2 have been complied
                  with and the result is that some but not all of the Selling
                  Partner's Units are desired to be acquired by the Purchasing
                  Partners, then the Purchasing Partners shall have no right to
                  acquire any of the Selling Partner's Units and the Selling
                  Partner shall thereafter be entitled to complete the
                  transaction with the Third Party Purchaser contemplated by the
                  Offer.


<PAGE>
                                     - 17 -


         (h)      A sale of the Selling Partner's Units to the Purchasing
                  Partner shall be completed on or before the 30th day following
                  the date of the latest Acceptance Notice. Such transaction
                  shall be completed on the basis that a Purchasing Partner
                  shall pay cash to the Selling Partner for the Units being
                  acquired by such Purchasing Partner, and upon completion of
                  the acquisition of the Units by such Purchasing Partner, such
                  Purchasing Partner shall formally notify the Managing Partner
                  of the completion of the acquisition in order that the
                  Managing Partner may comply with the provisions of Part 3
                  hereof.

13.3 BANKRUPTCY AND INSOLVENCY

         (a)      In the event of the insolvency or bankruptcy of any Partner
                  (the "Defunct Partner"), the other Partners shall have the
                  right, but not the obligation, exercisable at any time during
                  the period of six months following the date on which the
                  Defunct Partner becomes bankrupt or insolvent, to purchase all
                  of the Partnership Interest owned by the Defunct Partner for a
                  purchase price equal to the Fair Market Value of such
                  interests. The Partners, other than the Defunct Partner (the
                  "Other Partners"), shall purchase such interests in such
                  proportions as they may agree, or failing agreement pro-rata
                  in accordance with their respective Partnership Interest. The
                  Fair Market Value shall be as agreed between the parties, or
                  failing agreement as determined as herein provided.

         (b)      If the Partners who will be party to the purchase and sale are
                  unable to agree on the Fair Market Value of the Units within
                  30 days from the date of receipt by the other Partners of a
                  request in writing from a Partner to determine this value, any
                  party may deliver to the other parties a notice setting forth
                  a list of three firms with substantial experience in business
                  valuation, each of which shall be a firm which is either a
                  nationally recognized Canadian chartered accountant firm; an
                  investment dealer carrying on business in one of the provinces
                  of Canada; or a firm specializing in business valuation and in
                  each case specifying the particular individual within such
                  firm to have responsibility for the determination of the Fair
                  Market Value of the Units. The Partners acting reasonably
                  shall then attempt to identify one of the firms on the list as
                  the valuator for the purposes of determining Fair Market Value
                  in accordance with this Schedule within 10 days from the date
                  of receiving the list of valuators from the selecting Partner,
                  failing which any party may thereafter apply to a judge of the
                  Supreme Court of Nova Scotia to select a valuator from among
                  those identified by the Partners in accordance with this
                  Agreement. The firm identified as the firm selected in
                  accordance with the foregoing shall be referred to as the
                  "Valuator".

         (c)      The Partners shall jointly retain the Valuator to determine
                  the Fair Market Value, as at the date that the relevant notice
                  was given or relevant event occurred (the "Relevant Date") of
                  all of the issued and outstanding Units, applying such
                  principles of valuation as the Valuator considers appropriate
                  in the circumstances, except that, if applicable, the amount
                  of any insurance received or receivable by the Company in
                  respect of the death of a Partner shall be excluded from the
                  valuation of the Company.


<PAGE>
                                     - 18 -


         (d)      The Valuator, in its discretion, may engage the services of
                  such professional advisors as the Valuator considers necessary
                  or desirable. Each Partner agrees to fully cooperate with the
                  Valuator in the determination of the Fair Market Value. If the
                  Valuator specifies a range of values for the Fair Market
                  Value, the Fair Market Value shall be the midpoint of the
                  range.

         (e)      The determination of the Valuator shall be final and binding
                  upon the parties hereto. The parties agree to provide the
                  Valuator with such information as it may require to proceed
                  with the valuation with all reasonable dispatch so as to
                  provide a prompt and timely decision. The closing date with
                  respect to any such transfer shall be 30 days after the date
                  upon which the Valuator provides the parties a written
                  decision on the valuation.

         (f)      All fees, disbursements and other costs and expenses of the
                  Valuator shall be equally divided between the Partners
                  participating the transaction of purchase and sale.

                                     PART 14
                                     NOTICES

14.1 NOTICES.

         (a)      Any demand, notice or other communication which must be given
                  or sent under this Agreement will be given in writing and will
                  be given by personal delivery, by prepaid mail or by facsimile
                  or other means of electronic communication addressed to the
                  Managing Partner and the Partners as follows:

                  in the case of the Managing Partner to:

                           Statia Terminals Canada, Incorporated
                           P.O. Box 2116
                           3816 Port Malcolm Road
                           Point Tupper, NS   B9A 1Z5
                           Attention: President
                           Facsimile 902-625-3098

                  with a copy to
                           Statia Terminals, Inc.
                           800 Fairway Drive, Suite 295
                           Deerfield Beach, Florida 33441
                           Attention: General Counsel
                           Facsimile 954-698-0706

                  and if to a Partner, at its address recorded in the Record.


<PAGE>
                                     - 19 -


         (b)      An Ordinary Partner may at any time change its address for the
                  purposes of service by giving written notice thereof to the
                  Managing Partner. The Managing Partner may change its address
                  for the purposes of service by giving written notice thereof
                  to all Partners.

         (c)      Any demand, notice or other communication given by personal
                  delivery will be conclusively deemed to have been given on the
                  day of actual delivery thereof and, if given by prepaid mail,
                  on the fifth day following the deposit thereof in the mail,
                  and, if given by facsimile or other electronic means of
                  communication, on the day of transmittal thereof, if given
                  during the normal business hours of the recipient, and on the
                  next day during which such normal business hours next occur if
                  not given during such ours on any day.

                                    PART 15
                                  MISCELLANEOUS

15.1 BENEFIT AND BINDING. This Agreement shall enure to the benefit of and be
binding upon the respective heirs, executors, administrators, successors and
permitted assigns of the parties hereto.

15.2 TIME. Time shall be of the essence of this Agreement.

15.3 ASSIGNMENT. This Agreement is not assignable in whole or in part without
the consent of the other parties hereto.

15.4 SEVERABILITY. If any provision of this Agreement is determined to be
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision and all other provisions
hereof shall continue in full force and effect.

15.5 FURTHER ASSURANCES. The parties hereto shall from time to time execute and
deliver all such further documents and do all acts and things as the other
parties may reasonably require to effectively carry out or better evidence or
perfect the full intent and meaning of this Agreement.

15.6 STRICT PERFORMANCE. No failure or lack or diligence by any party in
proclaiming or seeking redress for any violation of, or insisting on strict
performance of, any provision of this Agreement will prevent a subsequent act,
which would have originally constituted a violation of such provision or any
other provisions hereof, from having the effect of an original violation of such
provision or any other provision hereof.

15.7 EXECUTION IN COUNTERPARTS AND BY FACSIMILE. This Agreement may be executed
by multiple counterparts, each of which will be deemed to be an original and all
of which shall be construed together as one agreement, and facsimile signatures
shall be effective as original signatures.

15.8 JURISDICTION. Each one of the Partners irrevocably submits to the
non-exclusive jurisdiction of the courts of the Province of Nova Scotia.


<PAGE>
                                     - 20 -


15.9 NUMBER OF SECURITY HOLDERS. The number of security holders of the
Partnership is limited to not more than 50, exclusive of individuals who are in
the employment of the Partnership, or an affiliate of the Partnership (as
exclusively defined in the SECURITIES ACT), or who were formerly in the
employment of the Partnership or an affiliate of the Partnership (as exclusively
defined in the SECURITIES ACT) and while in that employment were and have
continued after that employment has terminated, to be security holders of the
Partnership.

15.10 NO INVITATION TO PUBLIC. Any invitation to the public to subscribe for
Units or other securities of the Partnership is prohibited.



<PAGE>
                                     - 21 -

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

                                       STATIA TERMINALS CANADA, INCORPORATED



                                       BY:
                                           -------------------------------------
                                           Name:
                                           Title:



                                       POINT TUPPER MARINE SERVICES LIMITED



                                       BY:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       STATIA TERMINALS CANADA HOLDINGS, INC.



                                       BY:
                                           -------------------------------------
                                           Name:
                                           Title:






<PAGE>


                                   SCHEDULE A

Certificate Number ____________                                  _________ Units

                                UNIT CERTIFICATE

                       STATIA TERMINALS CANADA PARTNERSHIP
               (A GENERAL PARTNERSHIP FORMED UNDER THE LAWS OF THE
                            PROVINCE OF NOVA SCOTIA)

         This is to certify that ____________________________________ is the
registered holder of _______________ Units in STATIA TERMINALS CANADA
PARTNERSHIP (the "Partnership").

         The rights of a holder of Units are governed by the Partnership
Agreement dated September 21, 2001 among Statia Terminals Canada, Inc., Point
Tupper Marine Services Limited, and Statia Terminals Canada Holdings, Inc. and
those persons accepted as Partners (as amended from time to time, the
"Partnership Agreement").

         A transfer of any Unit represented by this Certificate may be initiated
only in accordance with the provisions of the Partnership Agreement.

         Capitalized terms herein shall have the meaning ascribed to them in the
Partnership Agreement.

         Upon the dissolution of the Partnership and distribution to a Partner
of the assets to which such Partner is entitled pursuant to the Partnership
Agreement, this Certificate shall be null and void.

         IN WITNESS WHEREOF, Statia Terminals Canada, Incorporated, the Managing
Partner of the Partnership has caused this Certificate to be signed by its duly
authorized officer.

         DATED the ____ day of ______________________, ______.



                                       STATIA TERMINALS CANADA, INCORPORATED


                                       By:
                                          --------------------------------------




<PAGE>

                                   SCHEDULE B

Units in the Partnership are to be assigned by instrument in writing
substantially in the following form:

                                  TRANSFER FORM

         All capitalized terms used herein without definition have the meanings
ascribed thereto in the Partnership Agreement, as hereinafter defined.

         The undersigned, an Ordinary Partner of STATIA TERMINALS CANADA
PARTNERSHIP (the "Partnership"), hereby assigns to ____________________________
all of the undersigned's right, title and interest to ________________Units in
the Partnership (the "Purchased Units"). The undersigned agrees to furnish to
the Managing Partner of the Partnership (the "Managing Partner") such documents,
certificates, assurances and other instruments as the Managing Partner may
require to effect this assignment and to continue and keep the Partnership in
good standing as a general partnership.

         DATED this ______ day of _________________, 200_.



                                               **

------------------------------------
(Witness)

                                               PER:
                                               ---------------------------------



                                               ---------------------------------
                                               (Corporate Address)


                                               ---------------------------------
                                               (City, Province, Postal Code)

         By executing this transfer, the assignee acknowledges that he has
reviewed and agrees to be bound by the terms of the Partnership Agreement dated
September 21, 2001, as and from time to time amended, governing the business and
affairs of the Partnership (the "Partnership Agreement") and will be liable for
all obligations of a Partner.

         The assignee hereby irrevocably nominates, constitutes and appoints the
Managing Partner, with full power of substitution, as his true and lawful
attorney and agent, with full power and authority in his name, place and stead,
to execute, under seal or otherwise, swear to, acknowledge, deliver, make,
record and file when, as and where required, any and all of the following:

         (a)      the Partnership Agreement and counterparts thereof, and all
                  documents and instruments necessary or appropriate to form,
                  qualify or continue the qualification of the Partnership as a
                  valid and subsisting general partnership in any jurisdiction
                  where the Partnership may carry on business or own or lease
                  property and to comply with the applicable laws of any such
                  jurisdiction;

         (b)      all documents, instruments and certificates necessary to
                  reflect any amendments to the Partnership Agreement which are
                  approved in accordance therewith;



<PAGE>

         (c)      all conveyances, agreements, documents and other instruments
                  necessary to facilitate and implement the dissolution and
                  termination of the Partnership, if such dissolution and
                  termination of the Partnership is authorized pursuant thereto,
                  including the cancellation of any certificate and the
                  distribution of the assets of the Partnership;

         (d)      all instruments, deeds, agreements or documents executed by
                  the Managing Partner in carrying on the business of the
                  Partnership as authorized in the Partnership Agreement,
                  including those necessary to purchase, sell or hold the
                  Partnership's assets;

         (e)      all instruments relating to the admission of additional or
                  substituted Partners subject to the terms and restrictions of
                  the Partnership Agreement;

         (f)      all applications, elections, determinations or designations
                  under the INCOME TAX ACT (Canada) (the "Tax Act") or any other
                  taxation or other legislation or similar laws of Canada or of
                  any other jurisdiction in respect of the affairs of the
                  Partnership or of a Partner's interest in the Partnership
                  including all applications, elections, determinations or
                  designations under the Tax Act or other legislation or similar
                  laws of Canada or of any other jurisdiction with respect to
                  any other governmental credit, grant or benefit, the sale or
                  transfer of any of the assets of the Partnership, the
                  distribution of the assets of the Partnership, or the
                  dissolution and termination of the Partnership;

         (g)      any instrument or document which may be required to effect the
                  continuation of the Partnership, or the admission of an
                  additional or substitute Partner; and

         (h)      any instrument or document required or appropriate to be filed
                  with any governmental body or respecting the business,
                  property and assets of the Partnership or the Partnership
                  Agreement;

but the foregoing grant of authority shall not include the authority to transfer
the interest of the assignee in the Purchased Units or to execute any proxy on
behalf of any Partner or to vote in respect of any Resolution.

         Without limiting the generality of any other provision of the
Partnership Agreement, it is expressly agreed and understood that the power of
attorney granted herein is a power coupled with an interest and is executed
under seal and will survive the death or disability of the assignee and extend
to the heirs, executors, administrators, successors and assigns of the assignee
and may be exercised by the Managing Partner on behalf of the assignee by
listing all the Partners executing any instrument with a single signature as
attorney and agent for all of them. The assignee agrees to be bound by any
representations and action made or taken by the Managing Partner pursuant to
such power of attorney, and the assignee hereby waives any and all defences and
defects which may be available to the assignee to contest, negate or disaffirm
the action of the Managing Partner taken in accordance with the terms of the
within power of attorney.


<PAGE>

         Dated at __________________ in the Province of ___________________ this

________ day of _________________, 200_.


------------------------------         -----------------------------------------
(Witness)                              (Signature of Assignee             (Seal)


                                       -----------------------------------------
                                       (Name of Assignee)


                                       -----------------------------------------
                                       (Social Insurance Number or
                                       Corporate Acct. No.)


                                       -----------------------------------------
                                       (Nova Scotia Corporation Number, if any)


                                       -----------------------------------------
                                       (Taxation Year End If Not An Individual)


                                       -----------------------------------------
                                       (Residential Address)


                                       -----------------------------------------
                                       City, Province, Postal Code)


                                       (O)                 (H)
                                          ---------------   --------------------
                                       (Telephone Numbers:  Office, Home)


                                       -----------------------------------------
                                       (Mailing address (if different from
                                       residence address)


                                       -----------------------------------------
                                       (Mailing address)


                                       -----------------------------------------
                                       (City, Province, Postal Code)

ACCEPTANCE

This transfer is hereby accepted by the Managing Partner of the Partnership.

*

by:
    -------------------------------

NOTES:

1.       No assignment of a Unit may be made without delivering the documents
         and instruments required under Section 3.7 of the Partnership
         Agreement.
2.       No assignment of a fraction of a Unit may be made.
3.       An assignment of a Unit may have income tax implications to the
         assignor and the assignee.
4.       Transfers of Units to a non-resident within the meaning of the Income
         Tax Act (Canada), or into joint or nominee names, shall be denied