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                                                                    EXHIBIT 10.4
                              EMPLOYMENT AGREEMENT

THIS AGREEMENT MADE as of the 19th day of December, 2002.

BETWEEN:

                             STANTEC CONSULTING LTD.
               a corporation incorporated under the laws of Canada
                                   ("STANTEC")

                                     - and -

                                 W. BARRY LESTER
               of the City of Calgary, in the Province of Alberta
                                (the "Executive")

      WHEREAS the Executive is a full-time employee of STANTEC; and

      WHEREAS STANTEC wishes to continue to employ the Executive, and the
Executive agrees to accept such employment upon the terms and conditions herein
set forth;

      NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants herein contained and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by the Executive, STANTEC
and the Executive agree as follows:

1.    EMPLOYMENT

1.1   EMPLOYMENT SERVICES

      STANTEC hereby employs the Executive to provide his full-time services to
      STANTEC and the Executive accepts such employment by STANTEC on the terms
      and conditions as herein provided.

1.2   GENERAL DUTIES AND OBLIGATIONS OF THE EXECUTIVE

      The Executive:

      a)    shall provide his full-time services to STANTEC, and undertake such
            assignments as STANTEC may designate in accordance with STANTEC's
            policies and procedures in effect from time to time;

      b)    during such time as the Executive's full-time services are made
            available to STANTEC as aforesaid:

            (i)   the Executive agrees that he will devote his time, energy and
                  ability to the furtherance of the business success of STANTEC;
                  and

            (ii)  the Executive will not, without the prior approval of STANTEC,
                  carry on or perform any professional or technical services for
                  his own private advantage;

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      c)    shall use his best efforts to promote the success of the business
            now or hereafter conducted by STANTEC;

      d)    shall complete and submit weekly timesheets by noon on Mondays.

1.3   TERM OF EMPLOYMENT

      The employment of the Executive by STANTEC on the terms and conditions set
      out in this Agreement shall commence on the date hereof and shall continue
      until terminated in accordance with the terms of this Agreement.

1.4   CHANGE OF EMPLOYER

      The Executive covenants and agrees that in the event the Executive is
      employed at some later date by any of STANTEC's subsidiary or affiliated
      companies (the "New Employer"), this Agreement shall remain in full force
      and effect, and shall be deemed to apply to the New Employer in the same
      manner and to the same extent as if the New Employer had signed this
      Agreement.

2.    REMUNERATION OF THE EXECUTIVE

2.1   REMUNERATION

      In consideration of the Executive providing the services described herein,
      STANTEC shall cause to be paid to the Executive such remuneration
      determined and payable in accordance with Schedule "A" attached hereto.

2.2   TRAVEL AND OTHER EXPENSES

      Entitlements to travel and other expenses, if any, are detailed in
      Schedule "A" attached hereto.

2.3   VACATION

      The Executive shall accrue vacation entitlements at the rate of 5.8 hours
      bi-weekly (four (4) weeks per year) and shall be entitled to take such
      accrued vacation in accordance with STANTEC policies in effect from time
      to time.

2.4   BENEFITS

      The Executive shall be entitled to receive benefits offered by STANTEC to
      its employees as modified from time to time.

3.    TERMINATION

3.1   TERMINATION BY STANTEC WITH CAUSE

      STANTEC may terminate the employment of the Executive for cause at any
      time without notice and without payment of any remuneration to him
      whatsoever save and except for Base Salary actually earned to the date of
      such termination, calculated in accordance with the provisions of Schedule
      "A" hereto.

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3.2   TERMINATION BY EITHER THE EXECUTIVE OR STANTEC WITHOUT CAUSE

      Subject to the provisions of this Agreement:

      a)    the Executive may terminate his services under this Agreement by
            giving no less than three (3) months notice in writing to STANTEC
            (the "Notice Period"), in which case the Executive shall be paid
            only the Base Salary actually earned by the Executive to the date of
            termination, provided that the Executive's full-time services
            continue to be provided to STANTEC during the Notice Period on the
            same terms and conditions as preceded the notice of termination,
            provided further that the Executive shall not be entitled to any
            bonus which has not been paid prior to the commencement of the
            Notice Period; and

      b)    at any time prior to the Executive's sixty-fifth birthday, STANTEC
            may terminate this Agreement and the services of the Executive
            hereunder without notice upon payment to the Executive of the Base
            Salary actually earned by the Executive to the date of termination
            together with a Termination Bonus and a One Year Compensation
            Payment calculated in accordance with Schedule "A" attached hereto.

3.3   TERMINATION ON DEATH OF THE EXECUTIVE

      The employment of the Executive shall be automatically terminated on the
      death of the Executive whereupon STANTEC shall cause to be paid to the
      executor of his estate the Base Salary actually earned by the Executive to
      the date of death and a Termination Bonus calculated in accordance with
      Schedule "A" attached hereto.

3.4   TERMINATION ON PERMANENT INCAPACITY OF THE EXECUTIVE

      The employment of the Executive shall be terminated if the Executive is
      unable by reason of illness, disease, mental or physical disability or
      incapacity, or otherwise, to perform his services hereunder for a period
      of 180 days (whether or not consecutive) during any 12 month period,
      whereupon STANTEC shall cause to be paid the Base Salary actually earned
      by the Executive to the date of termination and a Termination Bonus
      calculated in accordance with Schedule "A" attached hereto. Nothing
      herein, however, shall disentitle the Executive from any rights or
      entitlements to which the Executive may be entitled pursuant to the
      company benefits programs in the event that such permanent incapacity
      occurs.

3.5   TERMINATION BY EXECUTIVE BY REASON OF CHANGE OF CONTROL OF STANTEC INC.

      a)    In this Agreement, a change of control is deemed to have taken place
            if any one of the following occur after the date hereof:

            (i)   a third person, including a person, firm, syndicate, group or
                  corporation, becomes the beneficial owner, directly or
                  indirectly, of shares of Stantec Inc. carrying more than 50%
                  of the total number of votes that may be cast for the election
                  of directors of Stantec Inc.; or

            (ii)  a third person, including a person, firm, syndicate, group or
                  corporation, becomes the beneficial owner, directly or
                  indirectly, of shares of Stantec Inc. carrying more than 30%
                  of the total number of votes that may be cast for the election
                  of directors of Stantec Inc. and when nominees of the said 30%
                  holder are elected as a majority of the Stantec Inc. Board of
                  Directors.

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      b)    If during the term of this Agreement, there occurs a change of
            control of Stantec Inc., the Executive shall, in his sole discretion
            and at any time within the six (6) month period immediately
            following the date of such change of control, be entitled to
            terminate this Agreement. Upon the termination of this Agreement
            pursuant to this paragraph, STANTEC shall cause to be paid to the
            Executive in full and final satisfaction of all of its obligations
            to the Executive the Base Salary actually earned by the Executive to
            the date of termination together with a Termination Bonus and a One
            Year Compensation Payment calculated in accordance with Schedule "A"
            attached hereto..

3.6   TERMINATION AT AGE SIXTY FIVE

      This Agreement shall terminate on the Executive's sixty-fifth birthday
      without further notice or compensation other than the Base Salary actually
      earned by the Executive to the date of termination.

4.    THE EXECUTIVE'S OBLIGATIONS

4.1   CONFIDENTIALITY

      The Executive shall treat all information obtained during the Executive's
      employment with STANTEC as confidential (the "Confidential Information").
      The Executive shall not use the Confidential Information in any manner
      detrimental to the interests of STANTEC nor shall the Executive disclose
      the Confidential Information to any party except in the interests of
      STANTEC.

4.2   NON-COMPETITION

      The Executive acknowledges and agrees that in the performance of his
      duties he will necessarily acquire detailed knowledge of the business and
      affairs of STANTEC and that STANTEC will suffer harm in the event that
      such confidential information is disclosed to its competitors or in the
      event that the Executive uses such confidential information for any
      purpose other than the performance of his duties as an employee of
      STANTEC. Therefore, the Executive covenants and agrees that for a period
      of two (2) years following termination of the Executive's employment with
      STANTEC under this Agreement, he will not directly or indirectly as an
      owner, employee, servant, consultant, contractor, agent or otherwise,
      engage in business or otherwise provide services in competition with
      STANTEC in the Provinces of Manitoba, Saskatchewan, Alberta and British
      Columbia.

      The foregoing restrictions also apply to other geographic areas, including
      international areas, for work in the following categories:

      a)    work being done or started by STANTEC or any of its affiliated or
            subsidiary companies;

      b)    work for which a previous report or proposal has been prepared or
            submitted by STANTEC or any of its affiliated or subsidiary
            companies within two (2) years prior to the termination of this
            Agreement; and

      c)    work for which promotional efforts by STANTEC or any of its
            affiliated or subsidiary companies, or any one in their employ, had
            occurred during the period of two (2) years prior to the termination
            of this Agreement.

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      The Executive has read and understood the provisions of this Section 4.2,
      agrees with the restrictions set forth herein and agrees that the time
      period and geographic location restrictions are fair, reasonable and
      legitimately necessary for the protection of STANTEC's interests. In the
      event a Court of competent jurisdiction declares the time period or
      geographic location restrictions to be unreasonable, the Executive and
      STANTEC covenant and agree that the time period restriction shall be
      reduced to one (1) year and the geographic location restriction be limited
      to the Province of Alberta. In the further event that a court of competent
      jurisdiction declares the reduced time period or geographic location
      restrictions to be unreasonable, the Executive and STANTEC covenant and
      agree that the time period restriction shall be further reduced to six (6)
      months and the geographic location restriction be further limited to the
      City of Calgary.

4.3   CHANGE OF GEOGRAPHIC AREA

      The Executive covenants and agrees that in the event the Executive is at
      some later date responsible for a different geographic area, Section 4.2
      remains in full force and effect and shall be deemed to apply to the new
      area in the same manner and to the same extent as if the new geographic
      area had been identified as the geographic area in Section 4.2 hereof.

4.4   NON-SOLICITATION OF EMPLOYEES AND CLIENTS

      The Executive acknowledges and agrees that during the continuance of his
      employment and for a period of two (2) years thereafter, he will not, for
      his own private advantage, or for the advantage of any third party:

      a)    hire any employee of STANTEC or its affiliates or subsidiaries, or
            induce or attempt to induce any employee of STANTEC or its
            affiliates or subsidiaries to leave their employment with STANTEC;
            nor

      b)    contact, solicit, sell, serve, divert or receive any business to or
            from any of the clients of STANTEC or its affiliates or
            subsidiaries.

4.5   EXCEPTION FOR TERMINATION WITHOUT CAUSE

      In the event of the termination of this Agreement by STANTEC without
      cause, the provisions of Sections 4.2 and 4.4 shall be limited to one (1)
      year (or such lesser period if applicable, as set out in Section 4.2
      above).

4.6   STANTEC INFORMATION

      All notes, records, working papers, files, research material, literature,
      drawings, computer software and other proprietary information ("STANTEC's
      Information") accumulated or developed by the Executive in connection with
      his assignments at STANTEC and any technological concepts or devices
      resulting therefrom, whether patentable or otherwise, are considered the
      property of STANTEC and the Executive may not copy, secure, transmit,
      keep, store, gain from, sell or use STANTEC's Information or property for
      any purposes other than in undertaking assignments at STANTEC. To the
      extent necessary, the Executive covenants and agrees to execute and
      deliver to STANTEC, or such of its subsidiaries or affiliates as STANTEC
      directs, such documents or instruments as may be necessary to assign any
      of the rights or interests described in this section that are developed by
      the Executive.

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4.7   STANTEC POLICIES

      The Executive agrees to comply with all policies and practices established
      by STANTEC and communicated to the Executive from time to time. In the
      event of a conflict between such policies and practices and this
      Agreement, the terms of this Agreement shall prevail.

5.    INTERPRETATION

5.1   CURRENCY

      Unless otherwise indicated, all dollar amounts referred to in this
      Agreement are expressed in Canadian funds.

5.2   SECTIONS AND HEADINGS

      The division of this Agreement into Articles and Sections and the
      insertion of headings are for convenience of reference only and shall not
      affect the interpretation of this Agreement. Unless otherwise indicated,
      any reference in this Agreement to an Article, Section or a Schedule
      refers to the specified Article, Section or Schedule to this Agreement.

5.3   NUMBER, GENDER AND PERSONS

      In this Agreement, words importing the singular number only shall include
      the plural and vice versa, words importing gender shall include all
      genders and words importing persons shall include individuals,
      corporations, partnerships, associations, trusts, incorporated
      organizations, governmental bodies and other legal or business entities.

5.4   ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement between the parties with
      respect to the subject matter hereof and supersedes all prior agreements,
      understandings, negotiations and discussions, whether written or oral.
      There are no conditions, covenants, agreements, representations,
      warranties or other provisions, express or implied, collateral, statutory
      or otherwise, relating to the subject matter hereof except as herein
      provided.

5.5   TIME OF ESSENCE

      Time shall be of the essence of this Agreement.

5.6   SEVERABILITY

      If any provision of this Agreement is determined by a court of competent
      jurisdiction to be invalid, illegal or unenforceable in any respect, such
      determination shall not impair or affect the validity, legality or
      enforceability of the remaining provisions hereof, and each provision is
      hereby declared to be separate, severable and distinct.

5.7   APPLICABLE LAW

      This Agreement shall be governed by and construed in accordance with the
      laws of the Province of Alberta and the federal laws of Canada applicable
      therein, and each party hereby irrevocably and unconditionally submits to
      the exclusive jurisdiction of the courts of Alberta and all courts
      competent to hear appeals therefrom.

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5.8   SUCCESSORS AND ASSIGNS

      This Agreement shall enure to the benefit of and be shall binding on and
      enforceable by the parties and, where the context so permits, their
      respective heirs, legal representatives, successors and permitted assigns.
      The Executive may not assign any of his rights or obligations hereunder
      without the prior written consent of STANTEC.

5.9   AMENDMENT AND WAIVERS

      No amendment or waiver of any provision of this Agreement shall be binding
      on any party unless consented to in writing by such party. No waiver of
      any provision of this Agreement shall constitute a waiver of any other
      provision, nor shall any waiver constitute a continuing waiver unless
      otherwise expressly provided.

5.10  NOTICE

      a)    Any notice or other written communication required or permitted
            hereunder shall be in writing and:

            (i)   delivered personally to the party or, if the party is a
                  corporation, to an officer of the party to whom it is
                  directed;

            (ii)  sent by registered mail, postage prepaid, return receipt
                  requested (provided that such notice or other written
                  communication shall not be forwarded by mail if on the date of
                  mailing the party sending such communication knows or ought
                  reasonably to know of any difficulties with the postal system
                  which might affect the delivery of mail, including the
                  existence of an actual or imminent postal service disruption
                  in the city from which such communication is to be mailed or
                  in which the address of the recipient is found); or

            (iii) sent by facsimile, confirmation of delivery requested.

      b)    All such notices shall be addressed to the party to whom it is
            directed at the following address:

                    If to the Executive:               618 Garrison Square
                                                       Calgary AB  T2T 6B5

                    If to STANTEC:                     Attention:  President
                                                       #200 10160 112 Street
                                                       Edmonton AB  T5K 2L6
                                                       Fax No. (403) 917-7330

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      c)    Any party may at any time change its address hereunder by giving
            notice of such change of address to the other party or parties in
            the manner specified in this section. Any such notice or other
            written communication shall, if mailed or given by facsimile, be
            effective on the day it is first attempted to be delivered to such
            party at such address (whether or not such delivery takes place),
            and if given by personal delivery, shall be effective on the day of
            actual delivery.

5.11  FURTHER ASSURANCE

      Each of the parties shall execute and deliver all such further documents
      and do such further acts and things as may be reasonably required from
      time to time to give effect to this agreement.

5.12  EXECUTION

      This Agreement may be executed in several counterparts, each of which,
      when so executed, shall be deemed to be an original, and such counterparts
      together shall constitute one and the same instrument.

5.13  LEGAL ADVICE

      The Executive hereby represents and warrants to STANTEC and acknowledges
      and agrees that he had the opportunity to seek and was not prevented nor
      discouraged by STANTEC from seeking independent legal advice prior to the
      execution and delivery of this Agreement and that, in the event that he
      did not avail himself of that opportunity prior to signing this Agreement,
      he did so voluntarily without any undue pressure and agrees that his
      failure to obtain independent legal advice shall not be used by him as a
      defence to the enforcement of his obligations under this Agreement.

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

                                          STANTEC CONSULTING LTD.

                                          Per: /s/ A.P. Franceschini
                                               _________________________________
                                               A.P. Franceschini, President

                                          Per: /s/ Jeffrey S. Lloyd
                                               _________________________________
                                               Jeffrey S. Lloyd, Vice President

SIGNED, SEALED AND DELIVERED              )
in the presence of:                       )
                                          )
/s/ Karen McNabb                               /s/ W. Barry Lester
__________________________________________)    _________________________________
Witness                                   )    W. Barry Lester

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                                  SCHEDULE "A"

                              EMPLOYMENT AGREEMENT

Between:

                             Stantec Consulting Ltd.

                                     - and -

                                 W. Barry Lester

REMUNERATION

Retroactive to January 1, 2002, STANTEC shall cause to be paid to the Executive
as his remuneration a base salary (the "Base Salary") of $8,653.50 bi-weekly.

TRAVEL AND OTHER EXPENSES

STANTEC agrees to reimburse the Executive for travel and entertainment expenses
actually and properly incurred by the Executive in the course of performing his
services hereunder, such payment to be made in accordance with STANTEC's
policies.

OVERTIME EXEMPTION

The Executive will be exempt from overtime entitlements as the scope of the
Executive's duties and responsibilities will be supervisory or managerial in
nature and/or by virtue of the Executive's profession.

BONUS

STANTEC may, in its sole discretion, pay the Executive a bonus from time to
time. In determining whether or not to pay a bonus in respect of any year,
STANTEC will consider, among other things, exceptional individual and corporate
performance. Receipt of a bonus in any year shall not create an entitlement to a
bonus in subsequent years.

TERMINATION BONUS

Where the Executive is entitled to a Termination Bonus as a result of the
operation of Sections 3.2(b), 3.3, 3.4, or 3.5, the Termination Bonus shall be
calculated as:

1.    If no bonuses have been paid to Canadian employees pursuant to Stantec's
      annual bonus plan for the fiscal year prior to the year in which
      termination occurs:

      (a)   a bonus equal to the bonus, if any, paid to the Executive in respect
            of the fiscal year two years prior to the year in which termination
            occurs; plus

      (b)   the amount determined in paragraph (a) above pro rated for that
            portion of the year which has elapsed from the last fiscal year end
            to the date of termination.

2.    If bonuses have been paid to Canadian employees pursuant to Stantec's
      annual bonus plan for the fiscal year prior to the year in which
      termination occurs, a bonus equal to the bonus, if

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      any, paid to the Executive in respect of the fiscal year prior to the year
      in which termination occurs pro rated for that portion of the year which
      has elapsed from the last fiscal year end to the date of termination.

ONE YEAR COMPENSATION PAYMENT

Where the Executive is entitled to a One Year Compensation Payment as a result
of the operation of Sections 3.2(b) or 3.5, the One Year Compensation Payment
shall be calculated as the sum of:

1.    Twenty-six times the Executive's bi-weekly Base Salary at the time of
      termination; plus

2.    an additional amount calculated as:

      (a)   an amount equal to the bonus, if any, paid to the Executive in
            respect of the fiscal year prior to the year in which termination
            occurs or, if no bonuses have been paid to Stantec's Canadian
            employees generally in respect of that year;

      (b)   an amount equal to the bonus, if any, paid to the Executive in
            respect of the fiscal year two years prior to the year in which
            termination occurs.

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