ARRANGEMENT AGREEMENT

among

WESTLINKS RESOURCES LTD.

and

3779041 CANADA LTD.

and

BIG HORN RESOURCES LTD.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 16, 2001

TABLE OF CONTENTS

**Article 1 Definitions, Interpretation andSchedule**

> 
1.1Definitions

1.2Interpretation      Not Affected by Headings

1.3Number,      Gender and Persons

1.4Date      for any Action

1.5Statutory      References

1.6Currency

1.7Invalidity      of Provisions

1.8Accounting      Matters

1.9Knowledge

1.10Schedule
**Article 2 The Arrangement

2.1Arrangement

2.2Effective      Date

2.3Consultation

2.4Court      Proceedings

2.5Pre-closing

2.6Articles      of Arrangement
**Article 3 Representations and Warranties of Westlinks and Subco

3.1Organization      and Qualification

3.2Authority      Relative to this Agreement

3.3No      Violations

3.4Knowledge

3.5Capitalization      of Westlinks

3.6Capitalization      of Subco

3.7Business      and Affairs of Subco

3.8Business      and Affairs of 759795 Alberta Ltd.

3.9No      Material Adverse Change

3.10No      Undisclosed Material Liabilities

3.11Officer      Obligations

3.12Brokerage      Fees

3.13Financial      Statements

3.14Subsidiaries

3.15Compliance      with Law

3.16Material      Agreements

3.17Employment      Agreements

3.18Employee      Benefit Plans

3.19Engineering      Report

3.20Books      and Records

3.21Reporting      Issuer Status

3.22Public      Disclosure

3.23Disclosure      to Big Horn

3.24Litigation,      etc.

3.25Environmental

3.26Tax      Matters

3.27Debt      and Working Capital

3.28Matters      Pertaining to EuroGas Agreement
**Article 4 Representations and warranties of Big Horn

4.1Organization      and Qualification

4.2Authority      Relative to this Agreement

4.3No      Violations

4.5Capitalization

4.6Capitalization      of Big Horn Subsidiaries

4.7Business      and Affairs of Big Horn Subsidiaries

4.8No      Material Adverse Change

4.9No      Undisclosed Material Liabilities

4.10Officer      Obligations

4.11Brokerage      Fees

4.12Financial      Statements

4.13Subsidiaries

4.14Compliance      with Law

4.15Material      Agreements

4.16Employment      Agreements

4.17Employee      Benefit Plans

4.18Engineering      Report

4.19Books and      Records

4.20Reporting      Issuer Status

4.21Public      Disclosure

4.22Disclosure      to Big Horn

4.23Litigation,      etc.

4.24Environmental

4.25Tax      Matters

4.26Debt and      Working Capital
**Article 5 Condust of Business

5.1Conduct of      Business

5.2Integration      of Operations
**Article 6 Covenants of BIG HORN

6.1Interim      Order

6.2Big Horn      Meeting

6.3Amendments

6.4Final      Order

6.5Articles      of Arrangement

6.6Copy of      Documents

6.7Insurance

6.8Certain      Actions

6.9No      Compromise

6.10Contractual      Obligations

6.11Satisfaction      of Conditions

6.12Refrain      from Certain Actions

6.13Co-operation

6.14Closing      Documents

6.15Non-Solicitation

6.16Idem 
**Article 7 Covenants of Westlinks and Subco

7.1Proceedings

7.2Proxy      Circular

7.3Performance

7.4Copy      of Documents

7.5Insurance

7.6Certain      Actions

7.7No      Compromise

7.8Contractual      Obligations

7.9Satisfaction      of Conditions

7.10Refrain      from Certain Actions

7.11Indemnity      of Directors

7.12Westlinks'      Board of Directors

7.13Co-operation

7.14Closing      Documents

7.15Non-Solicitation      - Westlinks
**Article 8 Mutual Covanents

8.1Management      and Employees
**Article 9 Conditions

9.1Mutual      Conditions

9.2Big      Horn Conditions

9.3Westlinks      and Subco Conditions

9.4Notice      and Cure Provisions

9.5Merger      of Conditions
**Article 10 Amendment and Termination

10.1Amendment

10.2Mutual      Understanding Regarding Amendments

10.3Termination

10.4Effect      of Termination
**Article 11 General

11.1Notices

11.2Remedies

11.3Expenses

11.4Time      of the Essence

11.5Entire      Agreement

11.6Further      Assurances

11.7Governing      Law

11.8Execution      in Counterparts

11.9Waiver

11.10Enurement      and Assignment
**ARRANGEMENT AGREEMENT

THIS AGREEMENT made as of the 16th day of May, 2001
**A M O N G:

WESTLINKS RESOURCES LTD.,

a corporation existing under the *Business Corporations Act*                (Alberta);

("**Westlinks**")

- and -
**3779041 CANADA LTD.,**
a corporation existing under the*Canada Business Corporations                Act*,

("**Subco**")

- and -
**BIG HORN RESOURCES LTD.,**
a corporation existing under the *Canada Business Corporations                Act*,

("**Big Horn**")
**WITNESSES THAT:

WHEREAS Subco is a corporation wholly-owned by Westlinks which wasincorporated for the purpose of completing the transaction contemplated by this Agreement;
**AND**WHEREAS** Big Horn, Westlinks and Subco propose to effecta business combination to combine the business and assets of Big Horn with those ofWestlinks and pursuant to which Subco and Big Horn will amalgamate under the provisions ofthe *Canada**Business Corporations Act*;
**AND**WHEREAS** the parties hereto intend to carry out theproposed business combination by way of a plan of arrangement under the provisions of the *Canada**Business Corporations Act*;
**NOW**THEREFORE** in consideration of the mutual covenants andagreements herein contained and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by each of the parties hereto, the partieshereto hereby covenant and agree as follows:
**Article 1Definitions, Interpretation and Schedule
1.1Definitions
In this Agreement, unless the context otherwise requires, the followingwords and terms with the initial letter or letters thereof capitalized shall have themeaning ascribed to such capitalized word or term below:

(a) "**Acquisition Proposal**" means any inquiry or        proposal (other than an inquiry or proposal made with respect to the Arrangement)        regarding (i) any merger, amalgamation, consolidation, share exchange, business        combination or other similar transaction or series of related transactions involving        Westlinks or Big Horn, as the case may be, or any of their respective subsidiaries, (ii)        any sale, lease, exchange, transfer or other disposition of assets of Westlinks or Big        Horn, as the case may be, or any of their respective subsidiaries other than in the        ordinary course of business thereof and consented to by the other party hereto*,*        (iii) any tender offer, take-over bid, exchange offer or similar transaction by any person        involving the acquisition of securities of Westlinks or Big Horn, as the case may be, or        any of their respective subsidiaries, (iv) any recapitalization, reorganization,        liquidation, material sale or issue of treasury securities or rights or interests therein        or thereto or rights or options to acquire any material number of treasury securities or        any type of similar transaction which would or could constitute a *de facto* change        in control of Westlinks or Big Horn, as the case may be, or any of their respective        subsidiaries, or (v) any other similar transaction or series of related transactions which        would or could constitute a *de facto* change in control of Westlinks or Big Horn, as        the case may be, or any of their respective subsidiaries or which would or could hinder        the consummation of the transactions contemplated by, or otherwise defeat the purpose of,        this Agreement;

(b) "**affiliate**" has the meaning set forth in the CBCA;

(c) "**Agreement**", "**this Agreement**",        "**herein**", "**hereto**", and "**hereof**" and        similar expressions refer to this arrangement agreement, as the same may be amended or        supplemented from time to time and, where applicable, to the appropriate Schedules hereto;

(d) "**Amalgamating Corporations**" means Big Horn and        Subco collectively;

(e) "**Arrangement**" means the arrangement under the        provisions of section 192 of the CBCA on the terms and conditions set forth in the Plan of        Arrangement, subject to any amendment or supplement thereto made in accordance therewith        or at the direction of the Court in the Final Order;

(f) "**Articles of Arrangement**" means articles of        arrangement in respect of the Arrangement required by the CBCA to be filed by the Director        after the Final Order is made; 

(g) "**Big Horn**" means Big Horn Resources Ltd., a        corporation amalgamated under the CBCA; 

(h) "**Big Horn Common Shares**" means the common voting        shares which Big Horn is authorized to issue as constituted on the date hereof;

(i) "**Big Horn Governing Documents**" means the Articles        of Amalgamation of Big Horn, as amended to the date hereof and the By-laws of Big Horn; 

(j) "**Big Horn Meeting**" means the special meeting,        including any adjournments or postponements thereof, of the Big Horn Shareholders to be        held, among other things, to consider, and if deemed advisable, to approve the        Arrangement;

(k) "**Big Horn****Officer Obligations**" means        obligations or liabilities of Big Horn to pay any amount to its officers, directors or        employees, other than for salary, bonuses under existing bonus arrangements and directors'        fees payable in the ordinary course of the business of Big Horn, in each case in amounts        consistent with historic practices and obligations or liabilities in respect of insurance        or indemnification contemplated by this Agreement or arising in the ordinary and usual        course of business and, without limiting the generality of the foregoing, Officer        Obligations shall include the obligations of Big Horn to officers or employees        (i) for severance or termination payments on or in connection with the change of        control of Big Horn pursuant to any executive employment agreements in the case of        officers and pursuant to Big Horn's severance policy in the case of employees; or        (ii) retention bonus payments pursuant to any retention bonus program;

(l) "**Big Horn Options**" means the options to purchase        Big Horn Common Shares outstanding under the Big Horn Share Option Plan;

(m) "**Big Horn Share Option Plan**" means the stock        option plan adopted by Big Horn, as amended;

(n) "**Big Horn Shareholders**" means the holders of Big        Horn Common Shares at the applicable time;

(o) "**Business Day**" means any day, other than a        Saturday, a Sunday or a statutory holiday in Calgary, Alberta;

(p) "**Canadian GAAP**" means generally accepted        accounting principles in Canada;

(q) "**CBCA**" means the *Canada Business Corporations        Act*;

(r) "**CDNX**" means The Canadian Venture Exchange Inc.;

(s) "**Certificate**" means the certificate giving effect        to the Arrangement endorsed by the Director on the Articles of Arrangement pursuant to        subsection 192(7) of the CBCA;

(t) "**Confidentiality Agreement**" means the        confidentiality agreement dated April 12, 2001 between Westlinks and Big Horn;

(u) "**Court**" means the Court of Queen's Bench of        Alberta;

(v) "**Director**" means the Director appointed pursuant        to section 260 of the CBCA;

(w) "**Disclosed Information**" means all written and        verbal information of either Westlinks or Big Horn disclosed pursuant to the        Confidentiality Agreement;

(x) "**Effective Date**" means the date set out in the        Certificate as being the effective date in respect of the Arrangement;

(y) "**Effective Time**" means 12:01 a.m. (Calgary time)        on the Effective Date;

(z) "**EuroGas**" means Eurogas, Inc.;

(aa) "**EuroGas Agreement**" means the letter agreement        dated effective April 23, 2001, as amended, whereby Westlinks agreed to purchase an        aggregate of 10,401,500 Big Horn Common Shares from EuroGas;

(bb) "**Final Order**" means the order of the Court, as        such order may be amended at any time prior to the Effective Date, pursuant to subsection        192(4) of the CBCA approving the Arrangement or, if appealed, then unless such appeal is        withdrawn or denied, as affirmed;

(cc) "**Governing Documents**" means either the Big Horn        Governing Documents, the Westlinks Governing Documents or the Subco Governing Documents,        as the case may be;

(dd) "**Governmental Entity**" means any (i)        multinational, federal, provincial, state, regional, municipal, local or other government,        governmental or public department, central bank, court, tribunal, arbitral body,        commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agency,        commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or        private body exercising any regulatory, expropriation or taxing authority under or for the        account of any of the foregoing;

(ee) "**in writing**" means written information including        documents, files, records, books and other materials made available, delivered or produced        to a party hereto by or on behalf of another party hereto in the course of the former's        due diligence review of the latter;

(ff) "**Interim Order**" means the interim order of the        Court, as such order may be amended, pursuant to subsection 192(4) of the CBCA made in        connection with the Arrangement;

(gg) "**Law**" means any law, by-law, rule, regulation,        order, ordinance, protocol, code, guideline, policy, notice, direction and judgement or        other requirement of any Governmental Entity; 

(hh)  "**Letter Agreement**" means the letter        agreement dated April 24, 2001 between Big Horn and Westlinks;

(ii) "**Material Adverse Change**" means, in respect of        either Big Horn or Westlinks, as the case may be, any change in the business, operations,        results of operations, assets, capitalization, financial condition, licenses, permits,        leases, concessions, rights, liabilities, prospects or privileges, whether contractual or        otherwise, of such party or any subsidiary, which is materially adverse to the business of        such party and its subsidiaries (considered as a whole), other than a change (i) that        arises out of the usual and ordinary course of business; (ii) that arises out of a        matter that has been publicly disclosed or otherwise disclosed in writing by a party to        the other; (iii) that results from conditions affecting the oil and gas industry        generally; (iv) that results from general economic, financial, currency exchange,        securities or commodity market conditions in Canada or elsewhere; or (v) that results        from the drilling, completion or testing of any well where such activities establish that        the well or prospect is not commercially viable or is less capable than anticipated by        such party;

(jj)  "**Material Adverse Effect**", in relation to        any event or change, means an effect that is or would reasonably be expected to be        materially adverse to the financial condition, operations, assets, liabilities, or        business of Big Horn or Westlinks, as the case may be, and their respective subsidiaries        (considered as a whole); provided that a Material Adverse Effect shall not include an        adverse effect resulting from a change (i) that arises out of the usual and ordinary        course of business; (ii) that arises out of a matter that has been publicly disclosed        or otherwise disclosed in writing by a party to the other; (iii) that results from        conditions affecting the oil and gas industry generally; (iv) that results from        general economic, financial, currency exchange, securities or commodity market conditions        in Canada or elsewhere; or (v) that results from the drilling, completion or testing        of any well where such activities establish that the well or prospect is not commercially        viable or is less capable than anticipated by either Big Horn or Westlinks, as the case        may be;

(kk)  "**NASDAQ**" means the Nasdaq Stock Market;

(ll) "**Officer Obligations**" means either the Big Horn        Officer Obligations or the Westlinks Officer Obligations, as the case may be;

(mm)   "**Plan of Arrangement**" means a plan of        arrangement substantially in the form and content of the plan of arrangement attached as        Schedule A hereto and any amendment or variation thereto made in accordance with section        7.1 of the Plan of Arrangement or section 10.1 hereof;

(nn)   "**Proxy Circular**" means the management        information circular to be prepared by Big Horn for the Big Horn Meeting;

(oo) "**Returns**" shall mean all reports, estimates,        declarations of estimated tax, information statements and returns relating to, or required        to be filed in connection with, any Taxes;

(pp)  "**Securities Authorities**" means the Alberta        Securities Commission and other securities regulatory authorities in Canada collectively; 

(qq) "**Special Shares**" has the meaning set out in the        Plan of Arrangement;

(rr) "**Subco**" means 3779041 Canada Ltd., a wholly-owned        subsidiary of Westlinks incorporated under the CBCA;

(ss) "**Subco Governing Documents**" means the Articles of        Incorporation of Subco, as amended to the date hereof and the By-laws of Subco;

(tt) "**subsidiary**" has the meaning set forth in the        CBCA;

(uu)  "**Superior Proposal**" means an unsolicited *bona        fide* written Acquisition Proposal that if consummated in accordance with the terms        thereof, would result in a transaction more favourable from a financial point of view to        the Big Horn Shareholders than the Arrangement;

(vv) "**Taxes**" shall mean, with respect to any person,        all taxes, however denominated, including any interest, penalties or other additions that        may become payable in respect thereof, imposed by any federal, provincial, state, local or        foreign government or any agency or political subdivision of any such government, which        taxes shall include, without limiting the generality of the foregoing, all income or        profits taxes (including, but not limited to, federal income taxes and provincial income        taxes), capital, payroll and employee withholding taxes, labour taxes, unemployment        insurance, social insurance taxes, sales and use taxes, ad valorem taxes, value added        taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes,        occupation taxes, real and personal property taxes, stamp taxes, environmental taxes,        transfer taxes, workers' compensation and other governmental charges, and other        obligations of the same or of a similar nature to any of the foregoing;

(ww)  "**TSE**" means the Toronto Stock Exchange        Inc.;

(xx) "**Westlinks**" means Westlinks Resources Ltd., a        corporation amalgamated under the laws of the *Business Corporations Act* (Alberta);

(yy) "**Westlinks Common Shares**" means the common voting        shares which Westlinks is authorized to issue as constituted on the date hereof;

(zz) "**Westlinks Governing Documents**" means the        Articles of Amalgamation of Westlinks, as amended to the date hereof and the By-laws of        Westlinks;

(aaa)  "**Westlinks Officer Obligations**" means        obligations or liabilities of Westlinks to pay any amount to its officers, directors or        employees, other than for salary, bonuses under existing bonus arrangements and directors'        fees payable in the ordinary course of the business of Westlinks, in each case in amounts        consistent with historic practices and obligations or liabilities in respect of insurance        or indemnification contemplated by this Agreement or arising in the ordinary and usual        course of business and, without limiting the generality of the foregoing, Officer        Obligations shall include the obligations of Westlinks with respect to any severance or        termination payments which Westlinks is or may become liable to make to its officers,        employees or contractors after the date of this Agreement;

(bbb)  "**Westlinks Options**" means the options to        purchase Westlinks Common Shares outstanding under the Westlinks Share Option Plan; and

(ccc)  "**Westlinks Preferred Shares**" has the        meaning set out in the Plan of Arrangement; 

In addition, words and phrases used herein and defined in the CBCAshall have the same meaning herein as in the CBCA unless the context otherwise requires.
**1.2 Interpretation Not Affected by    Headings
The division of this Agreement into articles, sections, subsections,paragraphs and subparagraphs and the insertion of headings are for convenience ofreference only and shall not affect in any way the meaning or interpretation of thisAgreement. The terms "this Agreement", "hereof", "herein","hereto", "hereunder" and similar expressions refer to this Agreementand the schedule attached hereto and not to any particular article, section or otherportion hereof and include any agreement, schedule or instrument supplementary orancillary hereto or thereto.
**1.3 Number, Gender and Persons
In this Agreement, unless the context otherwise requires, wordsimporting the singular only shall include the plural and *vice**versa*, wordsimporting the use of either gender shall include both genders and neuter and wordsimporting a person or persons shall include a natural person, firm, trust, partnership,association, corporation, joint venture or government (including any governmental agency,political subdivision or instrumentality thereof) and any other entity of any kind ornature whatsoever.
**1.4 Date for any Action
If the date on which any action is required to be taken hereunder byany party hereto is not a Business Day, such action shall be required to be taken on thenext succeeding day which is a Business Day.
**1.5 Statutory References
Any reference in this Agreement to a statute includes all regulationsand rules made thereunder, all amendments to such statute, regulation or rule in forcefrom time to time and any statute or regulation that supplements or supersedes suchstatute, regulation or rule.
**1.6 Currency
Unless otherwise stated, all references in this Agreement to amounts ofmoney are expressed in lawful money of Canada.
**1.7 Invalidity of Provisions
Each of the provisions contained in this Agreement is distinct andseverable and a declaration of invalidity or unenforceability of any such provision orpart thereof by a court of competent jurisdiction shall not affect the validity orenforceability of any other provision hereof. To the extent permitted by applicable Law,the parties hereto waive any provision of law which renders any provision of thisAgreement invalid or unenforceable in any respect. The parties hereto will engage in goodfaith negotiations to replace any provision hereof which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of whichapproximates as much as possible the invalid or unenforceable provision which it replaces.
**1.8 Accounting Matters
Unless otherwise stated, all accounting terms used in this Agreementshall have the meanings attributable thereto under Canadian GAAP and all determinations ofan accounting nature required to be made hereunder shall be made in a manner consistentwith Canadian GAAP.
**1.9 Knowledge
Where the phrase "to the best of the knowledge" is used, suchphrase shall mean, in respect of each representation and warranty or other statement whichis qualified by such phrase, that such representation and warranty or other statement isbeing made based upon the collective knowledge of the management of the party making therepresentation and warranty after having conducted an actual investigation as to thesubject matter relating thereto, with the level of such investigation in each case beingthat of a reasonably prudent person investigating a material consideration in the contextof a material transaction, and the use of such phrase herein shall constitute arepresentation and warranty by the party making the representation and warranty in eachcase that such investigation has been actually made.
**1.10 Schedule
The following schedule is attached to, and is deemed to be incorporatedinto and form part of, this Agreement:

Schedule
Matter
A
Plan of    Arrangement
B
Westlinks    Options
C
Big Horn    Options
D
Big Horn    Officer Obligations**Article 2The Arrangement

2.1 Arrangement
The Amalgamating Corporations agree to amalgamate by way of arrangementpursuant to section 192 of the CBCA on the terms and subject to the conditions containedin this Agreement and the Plan of Arrangement and Westlinks hereby covenants and agrees toissue the Westlinks Common Shares and Westlinks Preferred Shares required to be issued inconnection with the Arrangement and to cause Subco to issue the Special Shares required tobe issued in connection with the Arrangement.
**2.2 Effective Date
The Arrangement shall become effective at the Effective Time on theEffective Date and at such time the Amalgamating Corporations shall amalgamate andcontinue as one corporation on the terms and subject to the conditions contained in thisAgreement and the Plan of Arrangement.
**2.3 Consultation
Westlinks and Big Horn agree to consult with each other prior toissuing any press release or otherwise making any public statement with respect to thisAgreement or the Arrangement or making any filing with any federal, provincial or stategovernmental or regulatory agency or with any stock exchange with respect thereto. Each ofWestlinks and Big Horn shall use its commercially reasonable efforts to enable the otherof them to review and comment on all such press releases and filings prior to the releasethereof. Westlinks and Big Horn agree to issue a press release with respect to thisAgreement as soon as practicable after the execution thereof, in a form acceptable to eachof them.
**2.4 Court Proceedings
As soon as is reasonably practicable after the execution of thisAgreement, Big Horn and Subco shall apply to the Court pursuant to section 192 of the CBCAfor an order approving the Arrangement and, in connection with such application, Big Hornand Subco shall:

(a) file, proceed with and diligently prosecute an application to the        Court for the Interim Order which shall provide for, among other things, the calling and        holding of the Big Horn Meeting for the purpose of considering and, if deemed advisable,        approving the Arrangement; and

(b) subject to obtaining the approvals contemplated in the Interim        Order and as may be directed by the Court in the Interim Order, take all actions and steps        necessary or desirable to submit the Arrangement to the Court and apply for the Final        Order.

The notice of motion for the application referred to in this sectionshall be satisfactory to each of Big Horn and Subco, acting reasonably, and shall requestthat the Interim Order provide, among other things:

(a) for the persons to whom notice is to be provided in respect of the        Arrangement and the Big Horn Meeting and for the manner in which such notice is to be        provided; and

(b) that the requisite approval of the Big Horn Shareholders for the        Arrangement shall be two-thirds of the votes cast thereon by Big Horn Shareholders present        in person or represented by proxy at the Big Horn Meeting and one-half of the votes cast        thereon by Big Horn Shareholders present in person or represented by proxy at the Big Horn        Meeting other than Westlinks.
**2.4 Pre-closing
Unless this Agreement is terminated pursuant to the provisions hereof,Westlinks, Subco and Big Horn shall meet at the offices of Donahue Ernst & Young LLP,Suite 1000, 440 – 2nd Avenue S.W., Calgary, Alberta at 9:00 a.m. on July 4, 2001 orat such other time or on such other date at they may mutually agree upon and each of themshall then deliver to the other of them:

(a) the documents required to be delivered by such party hereunder to        complete the transaction contemplated hereby, provided that each such document required to        be dated the Effective Date shall be dated as of, or become effective on, the Effective        Date and shall be held in escrow to be released upon the Arrangement becoming effective;        and

(b) written confirmation as to the satisfaction or waiver of all of the        conditions in favour of such party contained in this Agreement.
**2.5 Articles of Arrangement
Subject to the rights of termination contained in Article 10 hereof,upon the Big Horn Shareholders approving the Arrangement in accordance with the InterimOrder, the Amalgamating Corporations obtaining the Final Order and the other conditionscontained in Article 9 hereof being complied with or waived, the Amalgamating Corporationsshall jointly file articles of arrangement, in duplicate, with the Director together withsuch other documents as may be required in order to effect the Arrangement.
**Article 3REPRESENTATIONS AND WARRANTIES OF WESTLINKS and subco**
Westlinks and Subco hereby represent and warrant jointly and severallyto Big Horn as follows and acknowledge that Big Horn is relying upon such representationsand warranties in connection with the entering into of this Agreement and performance ofits obligations hereunder.
**3.1 Organization and Qualification
Each of Westlinks and Subco is a corporation duly incorporated oramalgamated, as the case may be, and organized and validly existing under the laws oftheir respective jurisdictions of incorporation and has the requisite corporate power andauthority to carry on their respective business as it is now being conducted.
**3.2 Authority    Relative to this Agreement
Westlinks and Subco each have the requisite corporate authority toenter into this Agreement and to carry out their respective obligations hereunder. Theexecution and delivery of this Agreement and the consummation by Westlinks and Subco ofthe transactions contemplated hereby have been duly authorized by the board of directorsof each of Westlinks and Subco and no other corporate proceedings on the part of Westlinksor Subco are or will be necessary to authorize this Agreement and the completion of thetransactions contemplated hereby. This Agreement has been duly executed and delivered byWestlinks and Subco and constitutes a legal, valid and binding obligation of each ofWestlinks and Subco enforceable against each of them in accordance with its terms, subjectto bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other lawsrelating to or affecting creditors' rights generally and to the general principles ofequity.
**3.3 No    Violations
(a) The execution and delivery of and the performance of and        compliance with the terms of this Agreement and the performance of any of the transactions        contemplated hereby by Westlinks and Subco does not and will not create a state of facts        which, after notice or lapse of time or both, will result in a breach of or constitute a        default under any term or provision of the Westlinks Governing Documents or the Subco        Governing Documents, or any mortgage, note, indenture, contract, agreement (written or        oral), instrument, lease or other document to which Westlinks or Subco is a party or by        which Westlinks or Subco is bound, or any law, judgement, decree, order, statute, rule or        regulation applicable to Westlinks or Subco, which default or breach might reasonably be        expected to have a Material Adverse Effect on Westlinks or Subco or the ability of        Westlinks or Subco to complete the transactions contemplated hereby.

(b) There is no legal impediment to Westlinks' or Subco's consummation        of the transactions contemplated by this Agreement and no filing or registration with, or        authorization, consent or approval of, any domestic or foreign public body or authority is        required by Westlinks or Subco in connection with the transactions contemplated hereby,        except for (i) filings with and approvals required by Securities Authorities and stock        exchanges, (ii) any other consent, waiver, permit, order or approval referred to in        section 9.1 hereof and (iii) such filings or registrations which, if not made, or such        authorizations, consents or approvals, which, if not received, would not have a Material        Adverse Effect on the ability of Westlinks or Subco to consummate the transactions        contemplated hereby.
**3.4 Knowledge
As of the date hereof, neither Westlinks nor Subco has actual knowledgeof any misrepresentation, breach or non-performance by Big Horn of any representation,warranty or covenant contained in this Agreement which would have or would be reasonablylikely to have a Material Adverse Effect on Westlinks or Subco should the Arrangement becompleted.
**3.5 Capitalization    of Westlinks
As of the date hereof, the authorized share capital of Westlinksconsists of an unlimited number of Westlinks Common Shares and an unlimited number ofpreferred shares issuable in one or more series. As of the date hereof, 5,673,639Westlinks Common Shares are issued and outstanding, and no preferred shares are issued andoutstanding. As of the date hereof, Westlinks Options to acquire an aggregate of 565,000Westlinks Common Shares have been granted, details of which, including the number of suchoptions and the exercise price thereof, are set forth in Schedule B hereto. In addition,as of the date hereof, common share purchase warrants entitling the holders thereof toacquire an aggregate of 1,135,000 Westlinks Common Shares have been issued, each having anexercise price of U.S. $4.50 per share and common share purchase warrants entitling theholders thereof to acquire an aggregate of 100,000 Westlinks Common Shares have beenissued, each having an exercise price of U.S. $5.40 per share. Other than pursuant to thisAgreement and except as set forth above, there are no options, warrants or other rights,agreements or commitments of any character whatsoever (contingent or otherwise) requiringthe issuance, sale or transfer by Westlinks of any shares of Westlinks or any securitiesconvertible into, or exchangeable or exercisable for, or otherwise evidencing a right toacquire Westlinks Common Shares, nor are there any outstanding stock appreciation rights,phantom equity or similar rights, agreements, arrangements or commitments based upon thebook value, income or other attribute of Westlinks. All outstanding Westlinks CommonShares have been duly authorized and validly issued, are fully paid and non-assessable andare not subject to, nor were they issued in violation of, any pre-emptive rights and allWestlinks Common Shares issuable upon exercise of outstanding convertible securities ofWestlinks in accordance with their respective terms will be duly authorized and validlyissued, fully paid and non-assessable and will not be subject to any pre-emptive rights.
**3.6 Capitalization of Subco
As of the date hereof, the authorized share capital of Subco consistsof an unlimited number of common shares. As of the date hereof, 1 common share is issuedand outstanding and is registered in the name of and beneficially owned by Westlinks.Other than pursuant to this Agreement, there are no options, warrants or other rights,agreements or commitments of any character whatsoever (contingent or otherwise) requiringthe issuance, sale or transfer by Subco of any shares of Subco or any securitiesconvertible into, or exchangeable or exercisable for, or otherwise evidencing a right toacquire shares of Subco, nor are there any outstanding stock appreciation rights, phantomequity or similar rights, agreements, arrangements or commitments based upon the bookvalue, income or other attribute of Subco. All outstanding shares of Subco have been dulyauthorized and validly issued, are fully paid and non-assessable and are not subject to,nor were they issued in violation of, any pre-emptive rights.
**3.7 Business    and Affairs of Subco
Subco has been formed for the sole purpose of implementing theArrangement and other than $1.00 cash has no assets or liabilities whether absolute orcontingent, direct or indirect and carries on no business.
**3.8 Business and Affairs of 759795    Alberta Ltd.
759795 Alberta Ltd. has no assets or liabilities whatsoever (other thanits initial stated capital), whether absolute or contingent, direct or indirect or carrieson any business.
**3.9 No Material Adverse Change
Since September 30, 2000, there has not been any Material AdverseChange affecting Westlinks.
**3.10 No    Undisclosed Material Liabilities
Except (a) as disclosed or reflected in the audited financialstatements of Westlinks as at and for the period ended December 31, 1999 or in theunaudited financial statements of Westlinks as at and for the period ended September 30,2000 or as set forth or included in the Disclosed Information, and (b) forliabilities and obligations (i) incurred in the ordinary course of business andconsistent with past practice or (ii) pursuant to the terms of this Agreement,Westlinks has not incurred any liabilities of any nature, whether accrued, contingent orotherwise (or which would be required by Canadian generally accepted accounting principlesto be reflected on a balance sheet of Westlinks) that have constituted or would bereasonably likely to constitute a Material Adverse Change.
**3.11 Officer    Obligations
The Westlinks Officer Obligations do not and will not exceed anaggregate of $818,817.
**3.12 Brokerage    Fees
Westlinks has not retained nor will it retain, without Big Horn'swritten consent not to be unreasonably withheld, any financial advisor, broker, agent orfinder or paid or agreed to pay any financial advisor, broker, agent or finder on accountof this Agreement, any transaction contemplated hereby or any transaction presentlyongoing or contemplated except that Spencer Edwards, Inc. has been retained by the Boardof Directors of Westlinks to provide a comfort letter relating to the Arrangement for afee of U.S. $25,000.
**3.13 Financial    Statements
Westlinks' audited financial statements as at and for the period endedDecember 31, 1999 have been prepared in accordance with Canadian generally acceptedaccounting principles and to the best knowledge of Westlinks, its unaudited financialstatements as at and for the period ended September 30, 2000, have been prepared inaccordance with Canadian generally accepted accounting principles (except (i) asotherwise indicated in such financial statements and the notes thereto or, in the case ofaudited statements, in the related report of Westlinks' independent auditors or(ii) in the case of unaudited interim financial statements, to the extent they maynot include footnotes or may be condensed or summary statements) and fairly present thefinancial position, results of operations and changes in financial position of Westlinksas of the dates thereof and for the periods indicated therein (subject, in the case of anyunaudited financial statements, to year-end audit adjustments).
**3.14 Subsidiaries
Except for Subco and 759795 Alberta Ltd., Westlinks has no direct orindirect, wholly-owned or partially-owned subsidiaries.
**3.15 Compliance    with Law
Westlinks has complied with and is in compliance with all laws andregulations applicable to the operation of its business, except where such non-compliancewould not, considered individually or in the aggregate, give rise to a Material AdverseEffect or materially affect the ability of Westlinks to perform its material obligationshereunder.
**3.16 Material    Agreements
There are no agreements, permits, licenses, approvals, certificates orother rights or authorizations material to the conduct of Westlinks' business except asset forth or referred to in the Disclosed Information, and all such agreements, permits,licences, approvals, certificates and other rights and authorizations are valid andsubsisting and Westlinks is not in material default under any such agreements, permits,licences, approvals, certificates and other rights and authorizations.
**3.17 Employment    Agreements
Except as set forth or included in the Disclosed Information, Westlinksis not a party to any written employment or consulting agreement or any verbal employmentor consulting agreement with a term of more than thirty (30) days or any writtenagreement that provides for a payment by Westlinks on a change of control of Westlinks orseverance of employment and Westlinks agrees not to amend the terms and conditions of anyof the foregoing agreements that were set forth or included in the Disclosed Information.
**3.18 Employee    Benefit Plans
Westlinks does not have any employee benefit plans and has made nopromises with respect to increased benefits under such plans, other than existing health,dental, vision and short and long term disability plans of general application.
**3.19 Engineering    Report
Westlinks has provided to Sproule Associates Limited ("**Sproule**"),independent geological and petroleum engineering consultants, all material informationconcerning land descriptions and well data respecting the principal oil and gas assets ofWestlinks to permit Sproule to complete the evaluation report dated January 1, 2001 and,in particular, all material information respecting Westlinks' interests in its principaloil and gas assets identified in such evaluation report and the royalty burdens and netprofits interest burdens thereon and Westlinks is not aware of any information notprovided to Sproule that would have a material adverse impact on the evaluation report,taken as a whole.
**3.20 Books    and Records
The corporate records and minute books of Westlinks have beenmaintained in accordance with all applicable statutory requirements and are complete andup to date in all material respects.
**3.21 Reporting    Issuer Status
Westlinks is a "reporting issuer" or the equivalent undersecurities laws of the Provinces of Alberta and British Columbia and is registered withthe Securities and Exchange Commission in the United States of America under the *SecuritiesExchange Act**of 1934* and the Westlinks Common Shares are listed and trade onthe CDNX and are quoted on the Nasdaq.
**3.22 Public    Disclosure
To the best knowledge of Westlinks, all documents or information sentby or on behalf of Westlinks to holders of Westlinks Common Shares or otherwise filed withregulatory authorities in Canada or the United States did not, as of their respectivedates, contain any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein, in the light ofthe circumstances under which they were made, not misleading.
**3.23 Disclosure    to Big Horn
Except as disclosed to Big Horn and to the best knowledge of Westlinksthe data and information in respect of Westlinks and its business and operations providedby Westlinks to Big Horn was and is accurate and correct in all material respects as ofthe respective dates thereof and Westlinks has not omitted to provide to Big Horn anymaterial information necessary in order for any information provided by Westlinks to BigHorn not to be misleading in any material way.
**3.24 Litigation,    etc.
Except as set forth or included in the Disclosed Information, there areno actions, suits or proceedings pending, or to the knowledge of Westlinks, threatenedagainst Westlinks or any of its subsidiaries before or by any federal, provincial, state,local, foreign, municipal or other governmental department, commission, board, bureau,agency, court or instrumentality, which action, suit or proceeding involves thepossibility of any judgement against Westlinks or any of its subsidiaries.
**3.25 Environmental
Except as set forth or included in the Disclosed Information:

(a) Westlinks is not aware of, and has not received:

(i) any order or directive that relates to environmental matters and            that requires any material work, repairs, construction or capital expenditures; or

(ii) any demand or notice with respect to the material breach of any            environmental, health or safety laws applicable to Westlinks or any of its subsidiaries,            including, without limitation, any regulations respecting the use, storage, treatment,            transportation, or disposition of environmental contaminants.

(b) Westlinks has not received notice of and is not aware of any        material environmental liabilities related to its assets, other than obligations in the        ordinary course of business to abandon wells when they have ceased to be productive,        remove production equipment when such equipment is no longer being used and restore and        reclaim the surface sites thereof.

(c) All material environmental and health and safety permits, licenses,        approvals, consents, certificates and other authorizations of any kind or nature ("**Environmental        Permits**") necessary to be held by Westlinks for the ownership, operation,        development, maintenance, or use of any of the assets of Westlinks have been obtained and        maintained in effect.

(d) Westlinks, its assets and the ownership, operation, development,        maintenance and use of its assets are in material compliance with all environmental laws        and with all material terms and conditions of all Environmental Permits.
**3.26 Tax    Matters
(a) All Returns required to be filed by or on behalf of        Westlinks or any of its subsidiaries have been duly filed on a timely basis and such        Returns are true, complete and correct in all material respects. All Taxes shown to be        payable on the Returns or on subsequent assessments with respect thereto have been paid in        full on a timely basis, and no other Taxes are payable by Westlinks or any of its        subsidiaries with respect to items or periods covered by such Returns.

(b) For all periods covered by the filed tax returns disclosed in the        Disclosed Information, Westlinks has been furnished by Westlinks true and complete copies        of (i) the relevant portions of income tax audit reports, statements of deficiencies,        closing or other agreements received by Westlinks or on behalf of Westlinks relating to        Taxes and, (ii) all federal, provincial, state, local or foreign income or franchise        tax returns for Westlinks.

(c) No material deficiencies exist or have been asserted with respect        to Taxes of Westlinks. Westlinks is not a party to any action or proceeding for assessment        or collection of Taxes, nor has such event been asserted or threatened against Westlinks        or any of its assets. No waiver or extension of any statute of limitations is in effect        with respect to Taxes or Returns of Westlinks or any of its subsidiaries. Except as        disclosed in the Disclosed Information, the Returns of Westlinks have not been audited by        a government or taxing authority since Westlinks' incorporation, nor is any such audit in        process, pending or, to the knowledge of Westlinks, threatened.
**3.27 Debt and    Working Capital
As at March 31, 2001, Westlinks' consolidated debt (other than tradedebt) was $6,431,000 and its working capital deficit (calculated as current assets minuscurrent liabilities, both determined in accordance with Canadian generally acceptedaccounting principles) was $1,213,000. 
**3.28 Matters Pertaining to EuroGas    Agreement
(a) To the best of Westlinks knowledge, at the time it entered        into the EuroGas Agreement:

(i) EuroGas, Inc. ("**EuroGas**") had full knowledge of            and access to information concerning Big Horn and its securities; and

(ii) all factors peculiar to EuroGas, including non-financial factors,            that were considered relevant by EuroGas in assessing the consideration paid by Westlinks            under the EuroGas Agreement did not have the effect of reducing the price for the Big Horn            Common Shares that would otherwise have been considered acceptable by EuroGas.

(b) At the time Westlinks entered into the EuroGas Agreement, Westlinks        did not know, and to the best knowledge of Westlinks, EuroGas did not know any material        non-public information of or relating to Big Horn or the Big Horn Common Shares that was        not disclosed generally and if disclosed, could have reasonably been expected to increase        the agreed consideration for the Big Horn Common Shares.

(c) Westlinks has no knowledge of any material non-public information        of or relating to Big Horn or the Big Horn Common Shares since the date of the EuroGas        Agreement that has not been disclosed generally and could reasonably been expected to        increase the value of the Big Horn Common Shares.
**Article 4REPRESENTATIONS AND WARRANTIES OF BIG HORN**
Big Horn hereby represents and warrants (and, as applicable, covenants)to Westlinks and Subco as follows and acknowledges that Westlinks and Subco are relyingupon such representations and warranties in connection with the entering into of thisAgreement.
**4.1Organization and Qualification
Big Horn is a corporation duly amalgamated and organized and validlysubsisting under the laws of Canada and has the requisite corporate power and capacity tocarry on its business as it is now being conducted. Big Horn is duly registered to dobusiness and is in good standing in each jurisdiction in which the character of itsproperties, owned or leased, or the nature of its activities make such registrationnecessary, except where the failure to be so registered or in good standing would not havea Material Adverse Effect.
**4.2Authority Relative to this    Agreement
Subject to receipt of the approval of the Big Horn Shareholders to theArrangement, Big Horn has the requisite corporate power and capacity to enter into thisAgreement and to carry out its obligations hereunder. The execution and delivery of thisAgreement and the consummation of the transactions contemplated hereby have been dulyauthorized by Big Horn's board of directors, and no other corporate proceedings on thepart of Big Horn are necessary to authorize the performance of its obligations under thisAgreement (except for obtaining shareholder approval in respect of the Arrangement) andthe completion of the transactions contemplated hereby. This Agreement has been dulyexecuted and delivered by Big Horn and constitutes a legal, valid and binding obligationof Big Horn enforceable against Big Horn in accordance with its terms, subject tobankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other lawsrelating to or affecting creditors' rights generally and to the general principles ofequity.
**4.3No Violations
(a)The execution and delivery of and the performance of and        compliance with the terms of this Agreement and the performance of any of the transactions        contemplated hereby by Big Horn does not and will not create a state of facts which, after        notice or lapse of time or both, will result in a breach of or constitute a default under        any term or provision of the Big Horn Governing Documents, or any mortgage, note,        indenture, contract, agreement (written or oral), instrument, lease or other document to        which Big Horn is a party or by which Big Horn is bound, or any law, judgement, decree,        order, statute, rule or regulation applicable to Big Horn, which default or breach might        reasonably be expected to have a Material Adverse Effect on Big Horn or the ability of Big        Horn to complete the transactions contemplated hereby.
(b)There is no legal impediment to Big Horn's consummation of the transactions        contemplated by this Agreement and no filing or registration with, or authorization,        consent or approval of, any domestic or foreign public body or authority is required by        Big Horn in connection with the transactions contemplated hereby, except for (i) consents        or approvals required by the Interim Order or the Final Order, (ii) filings with the        Director under the CBCA and filings with and approvals required by Securities Authorities        and stock exchanges, (iii) any other consent, waiver, permit, order or approval referred        to in section 9.1 hereof and (iv) such filings or registrations which, if not made, or        such authorizations, consents or approvals, which, if not received, would not have a        Material Adverse Effect on the ability of Big Horn to consummate the transactions        contemplated hereby. **4.4Knowledge
As of the date hereof, Big Horn does not have actual knowledge of anymisrepresentation, breach or non-performance by Westlinks nor Subco of any representation,warranty or covenant contained in this Agreement which would have or would be reasonablylikely to have a Material Adverse Effect on Big Horn should the Arrangement be completed.
**4.5Capitalization
As of the date hereof, the authorized share capital of Big Hornconsists of an unlimited number of Big Horn Common Shares. As of the date hereof,28,122,191 Big Horn Common Shares are issued and outstanding. As of the date hereof, BigHorn Options to acquire an aggregate of 2,419,500 Big Horn Common Shares have beengranted, details of which, including the number of such Big Horn Options and the exerciseprice thereof, are set forth in Schedule C hereto. Except as set forth above, there are nooptions, warrants or other rights, agreements or commitments of any character whatsoever(contingent or otherwise) requiring the issuance, sale or transfer by Big Horn of anyshares of Big Horn or any securities convertible into, or exchangeable or exercisable for,or otherwise evidencing a right to acquire Big Horn Common Shares, nor are there anyoutstanding stock appreciation rights, phantom equity or similar rights, agreements,arrangements or commitments based upon the book value, income or other attribute of BigHorn. All outstanding Big Horn Common Shares have been duly authorized and validly issued,are fully paid and non-assessable and are not subject to, nor were they issued inviolation of, any pre-emptive rights and all Big Horn Common Shares issuable upon exerciseof outstanding Big Horn Options in accordance with their respective terms will be dulyauthorized and validly issued, fully paid and non-assessable and will not be subject toany pre-emptive rights.
**4.6Capitalization of Big Horn    Subsidiaries
The authorized share capital of 800548 Alberta Inc. consists of anunlimited number of Class "A" Common shares and an unlimited number of Class"B" Common shares. As of the date hereof, 2,320,000 Class "A" Commonshares of 800548 Alberta Inc. are issued and outstanding and all such shares areregistered in the name of and beneficially owned by Big Horn. The authorized share capitalof 800550 Alberta Inc. consists of an unlimited number of Class "A" commonshares and an unlimited number of Class "B" Common Shares. As of the datehereof, 4,630,000 Class "A" Common shares of 800550 Alberta Inc. are issued andoutstanding and all such shares are registered in the name of and beneficially owned byBig Horn. There are no options, warrants or other rights, agreements or commitments of anycharacter whatsoever (contingent or otherwise) requiring the issuance, sale or transfer byeither 800548 Alberta Inc. or 800550 Alberta Inc. of any of their respective shares or anysecurities convertible into, or exchangeable or exercisable for, or otherwise evidencing aright to acquire shares of either 800548 Alberta Inc. or 800550 Alberta Inc., nor arethere any outstanding stock appreciation rights, phantom equity or similar rights,agreements, arrangements or commitments based upon the book value, income or otherattribute of either 800548 Alberta Inc. or 800550 Alberta Inc., as the case may be. Alloutstanding shares of each of either 800548 Alberta Inc. and 800550 Alberta Inc. have beenduly authorized and validly issued, are fully paid and non-assessable and are not subjectto, nor were they issued in violation of, any pre-emptive rights. 
**4.7Business and Affairs of Big Horn    Subsidiaries
Neither 800548 Alberta Inc. nor 800550 Alberta Inc. has any assets orliabilities whatsoever, whether absolute or contingent, direct or indirect or carries onany business.
**4.8No Material Adverse Change
Since December 31, 2000, there has not been any Material Adverse Changeaffecting Big Horn.
**4.9No Undisclosed Material    Liabilities
Except (a) as disclosed or reflected in the audited financialstatements of Big Horn as at and for the period ended December 31, 2000 or as set forth orincluded in the Disclosed Information, and (b) for liabilities and obligations(i) incurred in the ordinary course of business and consistent with past practice or(ii) pursuant to the terms of this Agreement, Big Horn has not incurred anyliabilities of any nature, whether accrued, contingent or otherwise (or which would berequired by Canadian generally accepted accounting principles to be reflected on a balancesheet of Big Horn) that have constituted or would be reasonably likely to constitute aMaterial Adverse Change.
**4.10Officer Obligations
The Big Horn Officer Obligations do not exceed an aggregate of$625,000.
**4.11Brokerage Fees
Big Horn has not retained nor will it retain any financial advisor,broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent orfinder on account of this Agreement, any transaction contemplated hereby or anytransaction presently ongoing or contemplated, except that First Merchants Corporation hasbeen retained by Big Horn in connection with certain matters not related to thetransactions contemplated hereby.
**4.12Financial Statements
Big Horn's audited consolidated financial statements as at and for theperiod ended December 31, 2000 have been prepared in accordance with Canadian generallyaccepted accounting principles (except as otherwise indicated in such financial statementsand the notes thereto or in the related report of Big Horn's independent auditors andfairly present the financial position, results of operations and changes in financialposition of Big Horn as of the date thereof and for the period indicated therein.
**4.13Subsidiaries
Except for 800548 Alberta Ltd. and 800550 Alberta Ltd., Big Horn has nodirect or indirect, wholly-owned or partially-owned subsidiaries.
**4.14Compliance with Law
Big Horn has complied with and is in compliance with all laws andregulations applicable to the operation of its business, except where such non-compliancewould not, considered individually or in the aggregate, give rise to a Material AdverseEffect or materially affect the ability of Big Horn to perform its material obligationshereunder.
**4.15Material Agreements
There are no agreements, permits, licenses, approvals, certificates orother rights or authorizations material to the conduct of Big Horn's business except asset forth or referred to in the Disclosed Information, and all such agreements, permits,licences, approvals, certificates and other rights and authorizations are valid andsubsisting and Big Horn is not in material default under any such agreements, permits,licences, approvals, certificates and other rights and authorizations.
**4.16Employment Agreements
Except as set forth or included in the Disclosed Information, Big Hornis not a party to any written employment or consulting agreement or any verbal employmentor consulting agreement with a term of more than thirty (30) days or any writtenagreement that provides for a payment by Big Horn on a change of control of Big Horn orseverance of employment and Big Horn agrees not to amend the terms and conditions of anyof the foregoing agreements that were set forth or included in the Disclosed Information.
**4.17Employee Benefit Plans
Big Horn does not have any employee benefit plans and has made nopromises with respect to increased benefits under such plans, other than existing employeeshare purchase, health, dental, vision and short and long term disability plans of generalapplication.
**4.18Engineering Report
Big Horn has provided to McDaniel & Associates Consultants Ltd.("**McDaniel**"), independent geological and petroleum engineeringconsultants, all material information concerning land descriptions and well datarespecting the principal oil and gas assets of Big Horn to permit McDaniel to complete theevaluation report dated January 1, 2001 and, in particular, all material informationrespecting Big Horn's interests in its principal oil and gas assets identified in suchevaluation report and the royalty burdens and net profits interest burdens thereon and BigHorn is not aware of any information not provided to McDaniel that would have a materialadverse impact on the evaluation report, taken as a whole.
**4.19Books and Records
The corporate records and minute books of Big Horn and its subsidiarieshave been maintained in accordance with all applicable statutory requirements and arecomplete and up to date in all material respects.
**4.20Reporting Issuer Status
Big Horn is a "reporting issuer" or the equivalent undersecurities laws of the Provinces of Alberta, British Columbia, Saskatchewan, Manitoba andOntario and the Big Horn Common Shares are listed and trade on the TSE.
**4.21Public Disclosure
To the best knowledge of Big Horn, all documents or information sent byor on behalf of Big Horn to holders of Big Horn Common Shares or otherwise filed withregulatory authorities in Canada did not, as of their respective dates, contain any untruestatement of a material fact or omit to state a material fact required to be statedtherein or necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading.
**4.22Disclosure to Big Horn
Except as disclosed to Westlinks and to the best knowledge of Big Hornthe data and information in respect of Big Horn and its subsidiaries and their respectivebusiness and operations provided by Big Horn to Westlinks was and is accurate and correctin all material respects as of the respective dates thereof and Big Horn has not omittedto provide to Westlinks any material information necessary in order for any informationprovided by Big Horn to Westlinks not to be misleading in any material way.
**4.23Litigation, etc.
Except as set forth or included in the Disclosed Information, there areno actions, suits or proceedings pending, or to the knowledge of Big Horn, threatenedagainst Big Horn or any of its subsidiaries before or by any federal, provincial, state,local, foreign, municipal or other governmental department, commission, board, bureau,agency, court or instrumentality, which action, suit or proceeding involves thepossibility of any judgement against Big Horn or any of its subsidiaries.
**4.24Environmental
Except as set forth or included in the Disclosed Information:

(a)Big Horn is not aware of, and has not received:
(i) any order or directive that relates to environmental matters and            that requires any material work, repairs, construction or capital expenditures; or

(ii) any demand or notice with respect to the material breach of any            environmental, health or safety laws applicable to Big Horn or any of its subsidiaries,            including, without limitation, any regulations respecting the use, storage, treatment,            transportation, or disposition of environmental contaminants.

(b)Big Horn has not received notice of and is not aware of any material        environmental liabilities related to its assets, other than obligations in the ordinary        course of business to abandon wells when they have ceased to be productive, remove        production equipment when such equipment is no longer being used and restore and reclaim        the surface sites thereof.
(c)All material environmental and health and safety permits, licenses, approvals,        consents, certificates and other authorizations of any kind or nature ("**Environmental        Permits**") necessary to be held by Big Horn for the ownership, operation,        development, maintenance, or use of any of the assets of Big Horn have been obtained and        maintained in effect.
(d)Big Horn, its assets and the ownership, operation, development, maintenance and        use of its assets are in material compliance with all environmental laws and with all        material terms and conditions of all Environmental Permits.**4.25Tax Matters
(a)All Returns required to be filed by or on behalf of Big Horn        or any of its subsidiaries have been duly filed on a timely basis and such Returns are        true, complete and correct in all material respects. All Taxes shown to be payable on the        Returns or on subsequent assessments with respect thereto have been paid in full on a        timely basis, and no other Taxes are payable by Big Horn or any of its subsidiaries with        respect to items or periods covered by such Returns.
(b)For all periods covered by the filed tax returns disclosed in the Disclosed        Information, Westlinks has been furnished by Big Horn true and complete copies of        (i) the relevant portions of income tax audit reports, statements of deficiencies,        closing or other agreements received by Big Horn or on behalf of Big Horn relating to        Taxes and, (ii) all federal, provincial, state, local or foreign income or franchise        tax returns for Big Horn.
(c)No material deficiencies exist or have been asserted with respect to Taxes of Big        Horn. Big Horn is not a party to any action or proceeding for assessment or collection of        Taxes, nor has such event been asserted or threatened against Big Horn or any of its        assets. No waiver or extension of any statute of limitations is in effect with respect to        Taxes or Returns of Big Horn or any of its subsidiaries. Except as disclosed in the        Disclosed Information, the Returns of Big Horn have not been audited by a government or        taxing authority since Big Horn's incorporation, nor is any such audit in process, pending        or, to the knowledge of Big Horn, threatened.**4.26Debt and Working Capital
As at March 31, 2001, Big Horn's consolidated debt (other than tradedebt) was $6,200,000 and its working capital deficit (calculated as current assets minuscurrent liabilities, both determined in accordance with Canadian generally acceptedaccounting principles) was $509,000.
**Article 5CONDUCT OF BUSINESS

5.1Conduct of Business
Each of Big Horn and Westlinks covenants and agrees that, during theperiod from the date of this Agreement until the earlier of: (i) the Effective Time;or (ii) the date that this Agreement is terminated, except as required by law or asotherwise expressly permitted or specifically contemplated by this Agreement:

(a)it shall conduct its business only in the usual and ordinary course of business        and consistent with past practice, and shall use all commercially reasonable efforts to        maintain and preserve its business, assets, employees and advantageous business        relationships, provided that each of Big Horn and Westlinks shall be entitled and        authorized to comply with all pre-emptive rights, first purchase rights or rights of first        refusal that are applicable to any of their respective assets and that become operative by        virtue of this Agreement or any of the transactions contemplated by this Agreement;
(b)it shall not: (i) amend its Governing Documents; (ii) declare, set        aside or pay any dividend or make any other distribution or payment (whether in cash,        shares or property) in respect of its outstanding shares; (iii) issue or agree to        issue any shares, or securities convertible into or exchangeable or exercisable for, or        otherwise evidencing a right to acquire, shares other than pursuant to the exercise of        outstanding stock options or pursuant to other existing obligations to issue shares;        (iv) redeem, purchase or otherwise acquire any of its outstanding shares or other        securities; (v) split, combine or reclassify any of its shares; (vi) adopt a        plan of liquidation or resolutions providing for its liquidation, dissolution, merger,        consolidation or reorganization; or (vii) enter into or modify any contract,        agreement, commitment or arrangement with respect to any of the foregoing, except as        otherwise permitted by this Agreement or agreed to in writing by the other party hereto;
(c)it shall not create any new Officer Obligations and, except with respect to        payment of the existing Officer Obligations (from which it shall make appropriate        withholdings as required by applicable tax laws), it shall not grant to any officer or        director an increase in compensation in any form, grant any general salary increase other        than in accordance with the requirements of any existing agreements, grant to any other        employee any increase in compensation in any form other than routine increases in the        ordinary course of business, or make any loan to any officer or director;
(d)it shall not, without the prior written consent of the other, adopt or amend or        make any contribution to any bonus, profit sharing, option, deferred compensation,        insurance, incentive compensation, other compensation or other similar plan, agreement,        trust, fund or arrangements for the benefit of employees, except as is necessary to comply        with the law or with respect to existing provisions of any such plans, programs,        arrangements or agreements;
(e)it shall not take any actions which would or might be reasonably expected to        materially impede or otherwise frustrate the completion of the Arrangement; and
(f)it shall refrain from taking any action that would render, or that reasonably may        be expected to render, any representation or warranty made by it in this Agreement untrue        in any material respect.**5.2Integration of Operations
From and after the mailing of the Proxy Circular, each of Big Horn andWestlinks and their respective representatives will be permitted reasonable access to eachother's offices and management personnel to permit them to be in a position toexpeditiously integrate the business and operations of Big Horn with those of Westlinksimmediately upon but not prior to, the Effective Time, provided the activities of eitherparty pursuant to this Section 5.2 do not cause any unreasonable disruptions to theother party's business or operations prior to the Effective Time.
**Article 6Covenants of BIG HORN

6.1Interim Order
As soon as practicable, Big Horn, together with Subco, shall file,proceed with and diligently prosecute an application to the Court for the Interim Order onterms and conditions acceptable to Westlinks and Subco, acting reasonably.
**6.2Big Horn Meeting
In a timely and expeditious manner, Big Horn shall:

(a)forthwith carry out such terms of the Interim Order as are required under the        terms thereof to be carried out by Big Horn;
(b)prepare, in consultation with Westlinks and Subco, and file the Proxy Circular in        all jurisdictions where the Proxy Circular is required to be filed and mail the Proxy        Circular, as ordered by the Interim Order and in accordance with all applicable Laws, in        all jurisdictions where the Proxy Circular is required to be mailed, complying in all        material respects with all applicable Laws on the date of mailing thereof and containing        full, true and plain disclosure of all material facts relating to the Arrangement and Big        Horn and not containing any misrepresentation (as defined under applicable securities        laws) with respect thereto;
(c)convene the Big Horn Meeting as soon as practicable and in any event by no later        than July 31, 2001 as ordered by the Interim Order and will solicit proxies to be voted at        the Big Horn Meeting in favour of the Arrangement;
(d)provide notice to Westlinks and Subco of the Big Horn Meeting and allow        representatives of each of Westlinks and Subco to attend the Big Horn Meeting unless such        attendance is prohibited by the Interim Order;
(e)conduct the Big Horn Meeting in accordance with the Interim Order, the CBCA, the        Big Horn Governing Documents and as otherwise required by applicable Laws; and
(f)take all such actions as may be required under the CBCA in connection with the        transactions contemplated by this Agreement and the Plan of Arrangement.**6.3Amendments
In a timely and expeditious manner, Big Horn shall prepare, inconsultation with Westlinks and Subco, and file any mutually agreed (or otherwise requiredby applicable Laws) amendments or supplements to the Proxy Circular with respect to theBig Horn Meeting and mail such amendments or supplements, as required by the Interim Orderand in accordance with all applicable Laws, in all jurisdictions where such amendments orsupplements are required to be mailed, complying in all material respects with allapplicable legal requirements on the date of mailing thereof.
**6.4Final Order
Subject to the approval of the Arrangement at the Big Horn Meeting inaccordance with the provisions of the Interim Order, Big Horn shall forthwith file,proceed with and diligently prosecute an application for the Final Order.
**6.5Articles of Arrangement
Big Horn shall forthwith carry out the terms of the Interim Order andthe Final Order and, on a Business Day following the receipt of the Final Order and thesatisfaction or waiver of the conditions in favour of Big Horn, Westlinks and Subco to beagreed by Westlinks and Big Horn, file the Articles of Arrangement with the Director inorder for the Arrangement to become effective.
**6.6Copy of Documents
Except for proxies and other non-substantive communications, Big Hornshall, as soon as reasonably possible, furnish to Westlinks and Subco a copy of eachnotice, report, schedule or other document or communication delivered, filed or receivedby Big Horn in connection with the Arrangement, the Interim Order or the Big Horn Meetingor any other meeting at which all Big Horn Shareholders are entitled to attend, anyfilings under applicable Laws and any dealings with regulatory agencies in connectionwith, or in any way affecting, the transactions contemplated in this Agreement.
**6.7Insurance
Big Horn shall use its reasonable commercial efforts to cause itscurrent insurance (or re-insurance) policies not to be cancelled or terminated or any ofthe coverage thereunder to lapse, unless simultaneously with such termination,cancellation or lapse, replacement policies underwritten by insurance and re-insurancecompanies of nationally recognized standing providing coverage equal to or greater thanthe coverage under the cancelled, terminated or lapsed policies for substantially similarpremiums are in full force and effect.
**6.8Certain Actions
Big Horn shall:

(a)not take any action that would interfere with or be inconsistent with the        completion of the transactions contemplated hereunder or would render, or that reasonably        may be expected to render, any representation or warranty made by Big Horn in this        Agreement untrue in any material respect at any time prior to the Effective Time if then        made; and
(b)promptly notify Westlinks and Subco of (A) any Material Adverse Change, or any        change which could reasonably be expected to become a Material Adverse Change, in respect        of the business or in the conduct of the business of Big Horn, (B) any material        Governmental Entity or third person complaints, investigations or hearings (or        communications indicating that the same may be contemplated), (C) any breach by Big Horn        of any covenant or agreement contained in this Agreement, and (D) any event occurring        subsequent to the date hereof that would render any representation or warranty of Big Horn        contained in this Agreement, if made on or as of the date of such event or the Effective        Date, to be untrue or incorrect in any material respect.**6.9No Compromise
Big Horn shall not settle or compromise any claim brought by anypresent, former or purported holder of any securities of Big Horn in connection with thetransactions contemplated by this Agreement prior to the Effective Time without the priorwritten consent of Westlinks and Subco, such consent not to be unreasonably withheld ordelayed.
**6.10Contractual Obligations
Except in the ordinary course of business and consistent with pastpractice, or except as disclosed prior to the date hereof in writing to Westlinks andSubco or as required by applicable Laws, Big Horn shall not modify in any respect anycontract, agreement, commitment or arrangement to which Big Horn is a party or by which itis bound.
**6.11Satisfaction of Conditions
Big Horn shall use all commercially reasonable efforts to satisfy orcause the satisfaction of the conditions precedent to its obligations and the obligationsof Westlinks and Subco hereunder set forth in Article 9 hereof to the extent that the sameis within its control and to take, or cause to be taken, all other action and to do, orcause to be done, all other things necessary, proper or advisable under all applicableLaws to complete the transactions contemplated by this Agreement, including using itscommercially reasonable efforts to:

(a)obtain the approval of Big Horn Shareholders to the Arrangement, subject to the        proviso set forth in section 6.15 hereof;
(b)obtain all other consents, approvals and authorizations as are required to be        obtained by Big Horn under any applicable Law or from any Governmental Entity which would,        if not obtained, materially impede the completion of the transactions contemplated hereby        or have a Material Adverse Effect on Big Horn;
(c)effect all necessary registrations, filings and submissions of information        requested by Governmental Entities required to be effected by it in connection with the        transactions contemplated by this Agreement and participate, and appear in any proceedings        of, any party hereto before any Governmental Entity;
(d)oppose, lift or rescind any injunction or restraining order or other order or        action challenging or affecting this Agreement, the transactions contemplated hereby or        seeking to stop, or otherwise adversely affecting the ability of the parties hereto to        consummate, the transactions contemplated hereby;
(e)fulfil all conditions and satisfy all provisions of this Agreement and the Plan        of Arrangement required to be fulfilled or satisfied by Big Horn; and
(f)co-operate with Westlinks and Subco in connection with the performance by each of        them of their obligations hereunder.**6.12Refrain from Certain Actions
Big Horn shall not take any action, refrain from taking any action(subject to its commercially reasonable efforts), or permit any action to be taken or nottaken, inconsistent with this Agreement or which would reasonably be expected tomaterially impede the completion of the transactions contemplated hereby or which wouldhave a Material Adverse Effect on Big Horn, provided that where Big Horn is required totake any such action or refrain from taking such action (subject to its commerciallyreasonable efforts) as a result of this Agreement, Big Horn shall immediately notifyWestlinks and Subco in writing of such circumstances.
**6.13Co-operation
Big Horn shall make, or co-operate as necessary in the making of, allother necessary filings and applications under all applicable Laws required in connectionwith the transactions contemplated hereby and take all reasonable action necessary to bein compliance with such Laws.
**6.14Closing Documents
Big Horn shall execute and deliver, deliver or cause to be delivered atthe closing of the transactions contemplated hereby such customary certificates,resolutions and other closing documents as may be required by the other parties hereto,acting reasonably.
**6.15Non-Solicitation
Subject to section 6.16, Big Horn covenants and agrees that, during theperiod from the date of this Agreement until the earlier of: (i) the Effective Time;or (ii) the date that this Agreement is terminated, except with the written consentWestlinks or as otherwise expressly permitted or specifically contemplated by thisAgreement Big Horn shall:

(a)immediately cease and cause to be terminated any existing discussions or        negotiations or other proceedings initiated prior to the date hereof by Big Horn, or its        officers, directors, employees, financial advisors, representatives and agents ("**Representatives**")        or others with respect to any proposed Acquisition Proposal;
(b)not directly or indirectly, solicit, initiate or encourage (including by way of        furnishing information) any inquiries or the making of any proposal that constitutes or        may reasonably be expected to lead to an Acquisition Proposal from any person, or engage        in any discussion, negotiations or inquiries relating thereto or accept any Acquisition        Proposal;
(c)not release any person from any confidentiality or standstill agreement to which        Big Horn and such person are parties or amend any such agreement; and
(d)exercise all rights to require the return of information regarding Big Horn        previously provided to such persons and shall exercise all rights to require the        destruction of all materials including or incorporating any information regarding Big        Horn.
Notwithstanding the above, Big Horn may:

(a) engage in discussions or negotiations with any person who (without        any solicitation, initiation or encouragement, directly or indirectly, by Big Horn, or the        Representatives) seeks to initiate such discussions or negotiations and may furnish such        third person information concerning Big Horn and its business, properties and assets if,        and only to the extent that:

(i) the other person has first made a Superior Proposal and Big Horn's            board of directors has concluded in good faith, after considering applicable law and            receiving the written advice of its counsel, that such action is required by the Big Horn            board of directors to comply with fiduciary duties under applicable law;

(ii) prior to furnishing such information to or entering into            discussions or negotiations with such person or entity, Big Horn provides immediate notice            orally and in writing to Westlinks specifying that it is furnishing information to or            entering into discussions or negotiations with such person or entity in respect to a            Superior Proposal, receives from such person or entity an executed confidentiality            agreement having confidentiality and standstill terms substantially similar to those            contained in the Confidentiality Agreement, and provides Westlinks with a copy of such            Superior Proposal and any amendments thereto and confirming in writing the determination            of Big Horn's board of directors that the Acquisition Proposal if completed would            constitute a Superior Proposal;

(iii) Big Horn provides immediate notice to Westlinks at such time as            it or such person or entity terminates any such discussions or negotiations; and

(iv) Big Horn immediately provides or makes available to Westlinks any            information provided to any such person or entity whether or not previously made available            to Westlinks;

(b) comply with Part 13 of the *Securities Act* (Alberta)        with regard to a tender or exchange offer, if applicable, and similar rules under        applicable Canadian securities laws relating to the provision of directors' circulars, and        make appropriate disclosure with respect thereto to Big Horn Shareholders; and

(c) accept, recommend, approve or implement a        Superior Proposal from a third person, but only (in the case of this section 6.15(c)) if        prior to such acceptance, recommendation, approval or implementation, Big Horn's board of        directors shall have concluded in good faith, after considering all proposals to adjust        the terms and conditions of this Agreement and the Arrangement which may be offered by        Westlinks during the three Business Day notice period set forth below and after receiving        the written advice of its counsel, that such action is required by the Big Horn board of        directors to comply with fiduciary duties under applicable law.

Big Horn shall give to Westlinks, orally and in writing, at least threeBusiness Days advance notice of any decision by the board of directors of Big Horn toaccept, recommend, approve or implement a Superior Proposal, which notice shall identifythe party making the Superior Proposal and shall provide a true and complete copy thereofand any amendments thereto. In addition, Big Horn shall and shall cause its financial andlegal advisors to negotiate in good faith with Westlinks to make such adjustments in theterms and conditions of this Agreement and the Arrangement as would enable Big Horn toproceed with the Arrangement as amended rather than the Superior Proposal. In the eventWestlinks proposes to amend this Agreement and the Arrangement to provide substantiallyequivalent or superior value to that provided under the Superior Proposal within the threeBusiness Days time period specified above, then Big Horn shall not enter into anydefinitive agreement regarding the Superior Proposal.
**6.16Idem
Notwithstanding the above, section 6.15 shall not apply to Big Hornwith respect to (a) negotiations involving a possible combination of Big Horn with aroyalty trust, and(b) negotiations with any other person regarding a business combinationor other transaction to the extent such process or negotiations were commenced prior tothe date of this Agreement. Westlinks understands that Big Horn has entered intodiscussions with certain parties relating to one or more such transactions. Big Hornagrees that, during the term of this Agreement, it shall not enter into any bindingagreement with such parties relating to any such transaction except with the prior writtenconsent of Westlinks, not to be unreasonably withheld.
**Article 7COVENANTS OF WESTLINKS AND SUBCO

7.1 Proceedings
In a timely and expeditious manner, Westlinks and Subco shall take allsuch steps and do all such acts and things as are specified in the Interim Order, the Planof Arrangement and the Final Order to be taken or done by Westlinks and Subco, asapplicable.
**7.2 Proxy Circular
In a timely and expeditious manner, Westlinks and Subco shall provideto Big Horn all information as may be reasonably requested by Big Horn or as required bythe Interim Order or applicable Laws with respect to Westlinks and Subco and theirrespective businesses and properties for inclusion in the Proxy Circular or in anyamendments or supplements to the Proxy Circular complying in all material respects withall applicable Laws on the date of mailing thereof and containing all material factsrelating to Westlinks and Subco required to be disclosed in the Proxy Circular and notcontaining any misrepresentation (as defined under applicable securities laws) withrespect thereto.
**7.3 Performance
Westlinks shall, as sole shareholder of Subco, vote in favour of theArrangement and shall take all necessary action to cause Subco to perform all of itsobligations hereunder. In addition, Westlinks shall, immediately prior to the EffectiveDate provide Subco with the necessary funds to enable the successor corporation to Subcoto redeem all of the Special Shares issued to Big Horn Shareholders as part of theArrangement.
**7.4 Copy of Documents
Except for non-substantive communications, Westlinks shall, as soon asreasonably possible, furnish to Big Horn a copy of each notice, report, schedule or otherdocument or communication delivered, filed or received by Westlinks or Subco in connectionwith the Arrangement or the Interim Order, any filings under applicable Laws and anydealings with regulatory agencies in connection with, or in any way affecting, thetransactions contemplated in this Agreement.
**7.5 Insurance
Westlinks shall use its reasonable commercial efforts to cause itscurrent insurance (or re-insurance) policies not to be cancelled or terminated or any ofthe coverage thereunder to lapse, unless simultaneously with such termination,cancellation or lapse, replacement policies underwritten by insurance and re-insurancecompanies of nationally recognized standing providing coverage equal to or greater thanthe coverage under the cancelled, terminated or lapsed policies for substantially similarpremiums are in full force and effect.
**7.6 Certain Actions
Westlinks shall:

(a) not take any action, or permit Subco to take any action, that would        interfere with or be inconsistent with the completion of the transactions contemplated        hereunder or would render, or that reasonably may be expected to render, any        representation or warranty made by Westlinks or Subco in this Agreement untrue in any        material respect at any time prior to the Effective Time if then made; and

(b) promptly notify Big Horn of (A) any Material Adverse Change, or any        change which could reasonably be expected to become a Material Adverse Change, in respect        of the business or in the conduct of the business of Westlinks, (B) any material        Governmental Entity or third person complaints, investigations or hearings (or        communications indicating that the same may be contemplated), (C) any breach by Westlinks        or Subco of any covenant or agreement contained in this Agreement, and (D) any event        occurring subsequent to the date hereof that would render any representation or warranty        of Westlinks or Subco contained in this Agreement, if made on or as of the date of such        event or the Effective Date, to be untrue or incorrect in any material respect.
**7.7 No Compromise
Westlinks shall not settle or compromise any claim brought by anypresent, former or purported holder of any securities of Westlinks in connection with thetransactions contemplated by this Agreement prior to the Effective Time without the priorwritten consent of Big Horn, such consent not to be unreasonably withheld or delayed.
**7.8 Contractual Obligations
Except in the ordinary course of business and consistent with pastpractice, or except as disclosed prior to the date hereof in writing to Big Horn or asrequired by applicable Laws, Westlinks shall not modify in any respect any contract,agreement, commitment or arrangement to which Westlinks is a party or by which it isbound.
**7.9 Satisfaction of Conditions
Westlinks and Subco shall use all commercially reasonable efforts tosatisfy or cause the satisfaction of the conditions precedent to their obligations and theobligations of Big Horn hereunder set forth in Article 9 hereof to the extent the same iswithin their control and to take, or cause to be taken, all other actions and to do, orcause to be done, all other things necessary, proper or advisable under all applicableLaws to complete the transactions contemplated by this Agreement, including using theircommercially reasonable efforts to:

(a) obtain all consents, approvals and authorizations as are required        to be obtained by them under any applicable Law or from any Governmental Entity which        would, if not obtained, materially impede the completion of the transactions contemplated        hereby or have a Material Adverse Effect on Westlinks or Subco;

(b) effect all necessary registrations, filings and submissions of        information requested by Governmental Entities required to be effected by them in        connection with the transactions contemplated by this Agreement and participate, and        appear in any proceedings of, any party hereto before any Governmental Entity;

(c) oppose, lift or rescind any injunction or restraining order or        other order or action challenging or affecting this Agreement, the transactions        contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of        the parties hereto to consummate, the transactions contemplated hereby;

(d) fulfil all conditions and satisfy all provisions of this Agreement        and the Plan of Arrangement required to be fulfilled or satisfied by them; and

(e) co-operate with Big Horn in connection with the performance by Big        Horn of its obligations hereunder.
**7.10 Refrain from Certain Actions
Westlinks shall not, and shall not permit Subco to, take any action,refrain from taking any action (subject to its commercially reasonable efforts), or permitany action to be taken or not taken, inconsistent with this Agreement or which wouldreasonably be expected to materially impede the completion of the transactionscontemplated hereby or which would have a Material Adverse Effect on Westlinks, providedthat where either Westlinks or Subco is required to take any such action or refrain fromtaking such action (subject to its commercially reasonable efforts) as a result of thisAgreement, they shall immediately notify Big Horn in writing of such circumstances.
**7.11 Indemnity of Directors
Westlinks agrees that if it acquires control of Big Horn it shall causeBig Horn to fulfil its obligations pursuant to indemnities provided or available to pastand present officers and directors of Big Horn pursuant to the provisions of the Big HornGoverning Documents, applicable corporate legislation and any written indemnity agreementsbetween any of Big Horn and its past and current officers and directors.
**7.12 Westlinks' Board of Directors
As soon as practicable following the Effective Time on the EffectiveDate, Westlinks shall use reasonable commercial efforts to ensure that members of itsboard of directors resign such that Westlinks' boards of directors may be reconstituted toconsist of five (5) persons. Three of such persons shall be nominees of the current boardof directors of Westlinks and the remaining two shall be nominees of the current board ofdirectors of Big Horn. Westlinks shall use reasonable commercial efforts to cause theelection of the nominees of Big Horn to fill the vacancies so created in order to effectthe foregoing without the necessity of a shareholder meeting.
**7.13 Co-operation
Westlinks and Subco shall make, or co-operate as necessary in themaking of, all other necessary filings and applications under all applicable Laws requiredin connection with the transactions contemplated hereby and take all reasonable actionnecessary to be in compliance with such Laws.
**7.14 Closing Documents
Westlinks and Subco shall execute and deliver, deliver or cause to bedelivered at the closing of the transactions contemplated hereby such customarycertificates, resolutions and other closing documents as may be required by the otherparties hereto, acting reasonably.
**7.15 Non-Solicitation    - Westlinks
Westlinks covenants and agrees that, during the period from the date ofthis Agreement until the earlier of: (i) the Effective Time; or (ii) the datethat this Agreement is terminated, except with the written consent of Big Horn or asotherwise expressly permitted or specifically contemplated by this Agreement Westlinksshall:

(a) immediately cease and cause to be terminated any existing        discussions or negotiations or other proceedings initiated prior to the date hereof by        Westlinks, or its officers, directors, employees, financial advisors, representatives and        agents ("**Representatives**") or others with respect to any proposed        Acquisition Proposal;

(b) not directly or indirectly, solicit, initiate or encourage        (including by way of furnishing information) any inquiries or the making of any proposal        that constitutes or may reasonably be expected to lead to a Acquisition Proposal from any        person, or engage in any discussion, negotiations or inquiries relating thereto or accept        any Acquisition Proposal;

(c) not release any person from any confidentiality or standstill        agreement to which Westlinks and such person are parties or amend any such agreement; and

(d) exercise all rights to require the return of information regarding        Westlinks previously provided to such persons and shall exercise all rights to require the        destruction of all materials including or incorporating any information regarding        Westlinks.

Notwithstanding the above, Westlinks may:

(a) engage in discussions or negotiations with any person who (without        any solicitation, initiation or encouragement, directly or indirectly, by Westlinks, or        its Representatives) seeks to initiate such discussions or negotiations and may furnish        such third person information concerning Westlinks and its business, properties and assets        if, and only to the extent that:

(i) the other person has first made a *bona fide* written            Acquisition Proposal and Westlinks' board of directors has concluded in good faith, after            considering applicable law and receiving the written advice of its counsel, that such            action is required by the Westlinks board of directors to comply with fiduciary duties            under applicable law;

(ii) prior to furnishing such information to or entering into            discussions or negotiations with such person or entity, Westlinks provides immediate            notice orally and in writing to Big Horn specifying that it is furnishing information to            or entering into discussions or negotiations with such person or entity in respect to an            Acquisition Proposal, receives from such person or entity an executed confidentiality            agreement having confidentiality and standstill terms substantially similar to those            contained in the Confidentiality Agreement, and provides Big Horn with a copy of such            Acquisition Proposal and any amendments thereto;

(iii) Westlinks provides immediate notice to Big Horn at such time as            it or such person or entity terminates any such discussions or negotiations; and

(iv) Westlinks immediately provides or makes available to Big Horn any            information provided to any such person or entity whether or not previously made available            to Big Horn;

(b) comply with Part 13 of the *Securities Act* (Alberta)        with regard to a tender or exchange offer, if applicable, and similar rules under        applicable Canadian securities laws relating to the provision of directors' circulars, and        make appropriate disclosure with respect thereto to Westlinks' shareholders; and

(c) accept, recommend, approve or implement an        Acquisition Proposal from a third person, but only (in the case of this clause        7.16(c)) if prior to such acceptance, recommendation, approval or implementation,        Westlinks' board of directors shall have concluded in good faith, after receiving the        written advice of its counsel, that such action is required by the Westlinks board of        directors to comply with fiduciary duties under applicable law.
**Article 8MUTUAL COVENANTS

8.1 Management    and Employees
The parties acknowledge and agree thatfollowing the Effective Time on the Effective Date all of the existing employees andcontractors of Big Horn shall continue to work for Big Horn or Westlinks.
With respect to the employees and contractors of Westlinks, Big Hornshall advise Westlinks which employees and contractors, if any, it wishes Westlinks toretain. Except for those employees and/or contractors in respect of which Big Horn soadvises, Westlinks shall terminate the employment or contract of all its employees andcontractors immediately prior to the Effective Time on the Effective Date on termssatisfactory to Big Horn, acting reasonably.

The parties acknowledge and agree that certain employees of Big Hornare entitled to the benefit of change of control provisions contained in their respectiveemployment agreements with Big Horn as set out in Schedule D hereto. In this regard, BigHorn covenants and agrees that it shall use reasonable commercial efforts to have all suchemployees agree to waive their entitlement to receive such benefits as a result of theconsummation of the Arrangement.
**Article 9CONDITIONS

9.1 Mutual    Conditions
The respective obligations of Big Horn, Westlinks and Subco to completethe transactions contemplated hereby are subject to the fulfilment of the followingconditions at or before the Effective Time or such other time as is specified below:

(a) the Interim Order shall have been granted        in form and substance satisfactory to the parties hereto, acting reasonably, and shall not        have been set aside or modified in a manner unacceptable to the parties hereto, acting        reasonably, on appeal or otherwise;

(b) the Arrangement, with or without amendment,        shall have been approved at the Big Horn Meeting by the Big Horn Shareholders in        accordance with the provisions of the CBCA, the Interim Order and the requirements of any        applicable regulatory authorities;

(c) the Final Order shall have been granted in form and substance        satisfactory to the parties hereto, acting reasonably, and shall not have been set aside        or modified in a manner unacceptable to such parties, acting reasonably, on appeal or        otherwise;

(d) the Articles of Arrangement shall be in form and substance        satisfactory to the parties hereto, acting reasonably;

(e) the Effective Date shall be on or before August 7, 2001, subject to        any extension available to a party hereto pursuant to section 9.4 hereof;

(f) there shall not be in force any Law, ruling, order or decree, and        there shall not have been any action taken under any Law or by any Governmental Entity or        other regulatory authority, that makes it illegal or otherwise directly or indirectly        restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the        terms hereof or results or could reasonably be expected to result in a judgment, order,        decree or assessment of damages, directly or indirectly, relating to the Arrangement which        is materially adverse to Westlinks or Subco;

(g) the CDNX and NASDAQ shall have conditionally approved the listing        thereon of the Westlinks Common Shares to be issued pursuant to the Arrangement as of the        Effective Date, or as soon as possible thereafter, subject to compliance with the usual        requirements of the CDNX and NASDAQ;

(h) all consents, waivers, permits, exemptions,        orders and approvals of, and any registrations and filings with, any Governmental Entity        (other than as contemplated in subsection 9.1(a) hereof) and the expiry of any waiting        periods, in connection with, or required to permit, the completion of the Arrangement, the        failure of which to obtain or the non-expiry of which would be materially adverse to Big        Horn, Westlinks or Subco or materially impede the completion of the Arrangement, shall        have been obtained or received on terms that are reasonably satisfactory to each party        hereto;

(i) without limiting the scope of the foregoing conditions, all        regulatory, third person and other consents, waivers, permits, exemptions, orders,        approvals, agreements and amendments and modifications to agreements, indentures or        arrangements which either Big Horn or Westlinks shall consider necessary or desirable in        connection with the Arrangement shall have been obtained in form satisfactory to them; and

(j) this Agreement shall not have been terminated pursuant to Article        10 hereof.

The foregoing conditions are for the mutual benefit of the partieshereto and may be waived, in whole or in part, by a party hereto in writing at any time.If any of such conditions shall not be complied with or waived as aforesaid on or beforeAugust 7, 2001 or, if earlier, the date required for the performance thereof, then,subject to section 9.4 hereof, a party hereto may rescind and terminate this Agreement bywritten notice to the other of them in circumstances where the failure to satisfy any suchcondition is not the result, directly or indirectly, of a material breach of thisAgreement by such rescinding party hereto.
**9.2 Big Horn Conditions
The obligation of Big Horn to complete the transactions contemplatedherein is subject to the fulfilment of the following additional conditions at or beforethe Effective Time or such other time as is specified below:

(a) the representations and warranties made by Westlinks and Subco in        this Agreement which are qualified by the expression "Material Adverse Change"        or "Material Adverse Effect" shall be true and correct as of the Effective Date        as if made on and as of such date (except to the extent that such representations and        warranties speak as of an earlier date, in which event such representations and warranties        shall be true and correct as of such earlier date), and all other representations and        warranties made by Westlinks and Subco in this Agreement which are not so qualified shall        be true and correct in all material respects as of the Effective Date as if made on and as        of such date (except to the extent that such representations and warranties speak as of an        earlier date, in which event such representations and warranties shall be true and correct        as of such earlier date), and each of Westlinks and Subco shall have provided to Big Horn        an officer's certificate thereof certifying such accuracy on the Effective Date;

(b) each employee of Westlinks which Big Horn has indicated that it        does not wish to retain pursuant to section 8.1 shall have resigned or been terminated        effective as of the Effective Date and shall have executed and delivered a release in form        satisfactory to Big Horn, acting reasonably;

(c) the board of directors of Big Horn shall have received a fairness        opinion in form and substance reasonably satisfactory to the board of directors of Big        Horn;

(d) the directors of each of Westlinks and Subco shall have adopted all        necessary resolutions and all other necessary corporate action shall have been taken by        each of Westlinks and Subco to permit the consummation of the Arrangement; and

(e) each of Westlinks and Subco shall have complied in all material        respects with their covenants herein and each of Westlinks and Subco shall have provided        to Big Horn an officer's certificate certifying that they have so complied with their        covenants herein.

The foregoing conditions are for the benefit of Big Horn and may bewaived, in whole or in part, by Big Horn in writing at any time. If any of such conditionsshall not be complied with or waived by Big Horn on or before August 7, 2001 or, ifearlier, the date required for the performance thereof, then, subject to section 9.4hereof, Big Horn may rescind and terminate this Agreement by written notice to Westlinksand Subco in circumstances where the failure to satisfy any such condition is not theresult, directly or indirectly, of a material breach of this Agreement by Big Horn.
**9.3 Westlinks and Subco Conditions
The obligation of Westlinks and Subco to complete the transactionscontemplated herein is subject to the fulfilment of the following additional conditions ator before the Effective Time or such other time as is specified below:

(a) the representations and warranties made by Big Horn in this        Agreement which are qualified by the expression "Material Adverse Change" or        "Material Adverse Effect" shall be true and correct as of the Effective Date as        if made on and as of such date (except to the extent that such representations and        warranties speak as of an earlier date, in which event such representations and warranties        shall be true and correct as of such earlier date), and all other representations and        warranties made by Big Horn in this Agreement which are not so qualified shall be true and        correct in all material respects as of the Effective Date as if made on and as of such        date (except to the extent that such representations and warranties speak as of an earlier        date, in which event such representations and warranties shall be true and correct as of        such earlier date), and Big Horn shall have provided to each of Westlinks and Subco an        officer's certificate certifying such accuracy on the Effective Date;

(b) Big Horn shall have complied in all material respects with its        covenants herein, and Big Horn shall have provided to each of Westlinks and Subco an        officer's certificate certifying that Big Horn has so complied with its covenants herein;

(c) those employees of Big Horn who are entitled to the benefit of any        change of control provision in their respective employment contracts shall have waived        such entitlement as it relates to the Arrangement;

(d) Big Horn Shareholders holding in the aggregate five (5.0%) per cent        or less of the outstanding Big Horn Common Shares shall have exercised the right to        dissent contemplated by section 5.1 of the Plan of Arrangement and Westlinks shall have        received an officer's certificate dated the day immediately preceding the Effective Date        of Big Horn to such effect; and

(e) the directors of Big Horn shall have adopted all necessary        resolutions and all other necessary corporate action shall have been taken by Big Horn to        permit the consummation of the Arrangement.

The foregoing conditions are for the benefit of Westlinks and Subco andmay be waived, in whole or in part, by Westlinks and Subco in writing at any time. If anyof such conditions shall not be complied with or waived by Westlinks and Subco on orbefore August 7, 2001 or, if earlier, the date required for the performance thereof, then,subject to section 9.4 hereof, Westlinks and Subco may rescind and terminate thisAgreement by written notice to Big Horn in circumstances where the failure to satisfy anysuch condition is not the result, directly or indirectly, of a material breach of thisAgreement by Westlinks or Subco.
**9.4 Notice and Cure Provisions
Each party hereto shall give prompt notice to the others hereto of theoccurrence, or failure to occur, at any time from the date hereof until the EffectiveDate, of any event or state of facts which occurrence or failure would, or would be likelyto:

(a) cause any of the representations or warranties of any other party        hereto contained herein to be untrue or inaccurate in any material respect on the date        hereof or on the Effective Date;

(b) result in the failure to comply with or satisfy any covenant or        agreement to be complied with or satisfied by any other party hereto prior to the        Effective Date; or

(c) result in the failure to satisfy any of the conditions precedent in        its favour contained in sections 9.1, 9.2 or 9.3 hereof, as the case may be.

Subject as herein provided, a party hereto may elect not to completethe transactions contemplated hereby pursuant to the conditions contained in sections 9.1,9.2 or 9.3 hereof or exercise any termination right arising therefrom; provided, however,that (i) promptly and in any event prior to the sending of the Articles of Arrangement tothe Director, the party hereto intending to rely thereon has delivered a written notice tothe other parties hereto specifying in reasonable detail the breaches of covenants orrepresentations and warranties or other matters which the party hereto delivering suchnotice is asserting as the basis for the non-fulfilment of the applicable condition ortermination right, as the case may be, and (ii) if any such notice is delivered, and aparty hereto is proceeding diligently, at its own expense, to cure such matter, if suchmatter is susceptible to being cured, the party hereto which has delivered such notice maynot terminate this Agreement until the later of August 7, 2001 and the expiration of aperiod of 30 days from date of delivery of such notice. If such notice has been deliveredprior to the date of the Big Horn Meeting, the Big Horn Meeting shall be postponed untilthe expiry of such period.
**9.5 Merger of Conditions
The conditions set out in sections 9.1, 9.2 or 9.3 hereof shall beconclusively deemed to have been satisfied, waived or released upon the issue of acertificate in respect of the Articles of Arrangement under the CBCA. Big Hornacknowledges and agrees that it shall have no right to file the Articles of Arrangementunless such conditions have been satisfied, fulfilled or waived.
**Article 10AMENDMENT AND TERMINATION

10.1 Amendment
This Agreement may, at any time and from time to time before or afterthe holding of the Big Horn Meeting, be amended by mutual written agreement of the partieshereto without, subject to applicable Law, further notice to or authorization on the partof the Big Horn Shareholders, and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or        acts of any of the parties hereto;

(b) waive any inaccuracies in or modify any representation or warranty        contained herein or in any document delivered pursuant hereto;

(c) waive compliance with or modify any of the covenants herein        contained and waive or modify performance of any of the obligations of any of the parties        hereto; and

(d) waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing, the terms ofsection 3.1 of the Plan of Arrangement shall not be amended without the approval of theBig Horn Shareholders given in the same manner as required for the approval of theArrangement or as may be ordered by the Court. This Agreement and the Plan of Arrangementmay be amended in accordance with the Final Order, but in the event that the terms of theFinal Order require any such amendment, the rights of the parties hereto under sections9.1, 9.2, 9.3, and Article 10 hereof shall remain unaffected.
**10.2 Mutual Understanding Regarding    Amendments
In addition to the transactions contemplated hereby or at the requestof a party hereto, the parties hereto will continue from and after the date hereof andthrough and including the Effective Date, to use their respective commercially reasonableefforts to maximize present and future planning opportunities for Big Horn, the Big HornShareholders, Westlinks and Subco as and to the extent that the same shall not prejudiceany parties hereto or the shareholders thereof. The parties hereto will ensure that suchplanning activities do not impede the progress of the Arrangement in any material way.

The parties hereto mutually agree that if a party hereto proposes anyother amendment or amendments to this Agreement or to the Plan of Arrangement, Big Horn onthe one hand, and Westlinks and Subco on the other hand, will act reasonably inconsidering such amendment and if the other of them and the shareholders thereof are notprejudiced by reason of any such amendment they will co-operate in a reasonable fashionwith the party hereto proposing the amendment so that such amendment can be effectedsubject to applicable Laws and the rights of the Big Horn Shareholders.
**10.3 Termination
This Agreement may be terminated at any time prior to the EffectiveDate:

(a) by mutual written consent of the parties hereto;

(b) as provided in sections 9.1, 9.2 or 9.3        hereof, subject to section 9.4 hereof;

(c) by Westlinks and Subco if the directors of        Big Horn shall have withdrawn or modified in a manner adverse to Westlinks and Subco their        approval or recommendation of the Arrangement or shall have approved or recommended any        Superior Proposal;

(d) by Westlinks and Subco or by Big Horn if        the Big Horn Meeting shall have been held and completed and the approval of the        Arrangement by Big Horn Shareholders required by subsection 9.1(b) hereof shall not have        occurred;

(e) by Big Horn        upon any determination by Big Horn, after the conclusion of the process set out in section        6.15 hereof, that an Acquisition Proposal in respect of Big Horn constitutes a Superior        Proposal;

(f) by Big Horn, in the event that Westlinks enters into any        Acquisition Proposal with any other person;

(g) by Westlinks and Subco or by Big Horn in the event that the        Arrangement does not become effective on or before August 7, 2001; and

(h) by either Westlinks or Big Horn, if there has been a breach or        non-performance by the other party of any representation, warranty or covenant contained        in this Agreement that would have or would be reasonably likely to have a Material Adverse        Effect on the party seeking to terminate, provided the breaching or non-performing party        has been given notice of and three days to cure any such misrepresentation, breach or        non-performance, other than in respect of sections 6.15 and 7.15.

provided that any termination by a party hereto in accordance with thissection 10.3 shall be made by such party delivering written notice to the other party orparties hereto prior to the Effective Date specifying in reasonable detail the matter ormatters giving rise to such termination right.
**10.4 Effect of Termination
In the event of the termination of this Agreement as provided insection 10.3, this Agreement shall forthwith have no further force or effect andthere shall be no obligation on the part of Westlinks or Big Horn hereunder except thoseobligations that have accrued to such date. Nothing herein shall relieve any party fromliability for any breach of this Agreement accruing prior to termination.
**Article 11GENERAL

11.1 Notices
Any notice, consent, waiver, direction or other communication requiredor permitted to be given under this Agreement by a party hereto shall be in writing andshall be delivered by hand to the party hereto to which the notice is to be given at thefollowing addresses or sent by facsimile to the following numbers or to such other addressor facsimile number as shall be specified by a party hereto by like notice. Any notice,consent, waiver, direction or other communication aforesaid shall, if delivered, be deemedto have been given and received on the date on which it was delivered to the addressprovided herein (if a Business Day or, if not, then the next succeeding Business Day) andif sent by facsimile be deemed to have been given and received at the time of receipt (ifa Business Day or, if not, then the next succeeding Business Day) unless actually receivedafter 4:00 p.m. (Calgary time) at the point of delivery in which case it shall be deemedto have been given and received on the next Business Day.

The address for service of each of the parties hereto shall be asfollows:

(a) if to Westlinks or Subco:

700, 703 – 6th Avenue S.W.

Calgary, Alberta, T2P 0T9         Attention: John P. McGrain

Facsimile No.: (403) 261-2704

with a copy to:

Macleod Dixon LLP         Barristers & Solicitors         3700, 400 – 3rd Avenue S.W.         Calgary, Alberta T2P 4H2         Attention: Don Tse         Facsimile No.: (403) 264-5973

(b) if to Big Horn:

Big Horn Resources Ltd.         1400, 700 – 4th Avenue S.W.

Calgary, Alberta T2P 3J5         Attention: Reg Greenslade         Facsimile No.: (403) 294-1197

with a copy to:

Donahue Ernst & Young LLP         1000, 440 – 2nd Avenue S.W.         Calgary, Alberta T2P 5E5         Attention: Richard F. McHardy         Facsimile No.: (403) 206-5525
**11.2 Remedies
The parties hereto acknowledge and agree that an award of money damagesmay be inadequate for any breach of this Agreement by any party hereto or itsrepresentatives and advisors and that such breach may cause the non-breaching party heretoirreparable harm. Accordingly, the parties hereto agree that, in the event of any suchbreach or threatened breach of this Agreement by one of the parties hereto, Big Horn (ifeither Westlinks or Subco is the breaching party) or Westlinks and Subco (if Big Horn isthe breaching party) will be entitled, without the requirement of posting a bond or othersecurity, to seek equitable relief, including injunctive relief and specific performance.Subject to any other provision hereof, such remedies will not be the exclusive remediesfor any breach of this Agreement but will be in addition to all other remedies availablehereunder or at law or in equity to each of the parties hereto.
**11.3 Expenses
The parties hereto agree that all out-of-pocket expenses incurred inconnection with this Agreement and the transactions contemplated hereby, the Meeting andthe preparation and mailing of the Proxy Circular, including legal and accounting fees,printing costs, financial advisor fees and all disbursements by advisors, shall be paid bythe party hereto incurring such expenses. 
**11.4 Time of the Essence
Time shall be of the essence in this Agreement.
**11.5 Entire Agreement
This Agreement, together with the agreements and other documents hereinor therein referred to, constitute the entire agreement between the parties heretopertaining to the subject matter hereof and supersede all prior agreements,understandings, negotiations and discussions, whether oral or written, between the partieshereto with respect to the subject matter hereof including, without limitation, the LetterAgreement. There are no representations, warranties, covenants or conditions with respectto the subject matter hereof except as contained herein.
**11.6 Further Assurances
Each party hereto shall, from time to time, and at all times hereafter,at the request of the other of them, but without further consideration, do, or cause to bedone, all such other acts and execute and deliver, or cause to be executed and delivered,all such further agreements, transfers, assurances, instruments or documents as shall bereasonably required in order to fully perform and carry out the terms and intent hereofincluding, without limitation, the Plan of Arrangement.
**11.7 Governing Law
This Agreement shall be governed by, and be construed in accordancewith, the laws of the Province of Alberta and the laws of Canada applicable therein butthe reference to such laws shall not, by conflict of laws rules or otherwise, require theapplication of the law of any jurisdiction other than the Province of Alberta. Each partyhereto hereby irrevocably attorns to the jurisdiction of the courts of the Province ofAlberta in respect of all matters arising under or in relation to this Agreement.
**11.8 Execution in Counterparts
This Agreement may be executed in one or more counterparts, each ofwhich shall conclusively be deemed to be an original and all such counterpartscollectively shall be conclusively deemed to be one and the same.
**11.9 Waiver
No waiver or release by any party hereto shall be effective unless inwriting and executed by the party granting such waiver or release and any waiver orrelease shall affect only the matter, and the occurrence thereof, specifically identifiedand shall not extend to any other matter or occurrence. Waivers may only be granted uponcompliance with the provisions governing amendments set forth in section 10.1 hereof.
**11.10 Enurement and Assignment
This Agreement shall enure to the benefit of the parties hereto andtheir respective successors and permitted assigns and shall be binding upon the partieshereto and their respective successors. This Agreement may not be assigned by any partyhereto without the prior written consent of each of the other parties hereto.

IN WITNESS WHEREOF the parties hereto have executed this Agreement asof the date first above written.
**WESTLINKS RESOURCES LTD.**
JohnP.McGrain 

Chairman
**3779041 CANADA LTD.**
JohnP.McGrain

President
**BIG HORN RESOURCES LTD.**
ReginaldJ.Greenslade

PresidentandChiefExecutiveOfficer
**Schedule APLAN OF ARRANGEMENTUNDER SECTION 192OF THE *CANADA BUSINESS CORPORATIONS ACT*
Article OneDefinitions and Interpretation
Section One.01Definitions
In this Plan of Arrangement, unless the context otherwise requires, thefollowing words and terms with the initial letter or letters thereof capitalized shallhave the meanings ascribed to them below:

(a) "**Amalgamating Corporations**" means Big Horn and        Subco collectively and "**Amalgamating Corporation**" means either one of        them;

(b) "**Amalgamation**" means the amalgamation of the        Amalgamating Corporations as contemplated by this Plan of Arrangement;

(c) "**Arrangement**" means the arrangement under the        provisions of section 192 of the CBCA on the terms and subject to the conditions set forth        in this Plan of Arrangement, subject to any amendment or supplement thereto made in        accordance with the provisions hereof or at the direction of the Court in the Final Order;

(d) "**Arrangement Agreement**" means the arrangement        agreement dated as of May 16, 2001, between Westlinks, Subco and Big Horn, as amended or        supplemented prior to the Effective Date, entered into in connection with the Arrangement;

(e) "**Articles of Arrangement**" means articles of        arrangement in respect of the Arrangement required by the CBCA to be filed with the        Director after the Final Order is made; 

(f) "**Big Horn**" means Big Horn Resources Ltd., a        corporation existing under the CBCA;

(g) "**Big Horn Common Shares**" means the common voting        shares which Big Horn is authorized to issue as constituted on the date hereof;

(h) "**Big Horn Meeting**" means the meeting of the        holders of Big Horn Common Shares held, among other things, to consider, and if deemed        advisable, to approve the Arrangement;

(i) "**Big Horn Option**" means an option to acquire a Big        Horn Common Share;

(j) "**Big Horn Optionholder**" means a holder of a Big        Horn Option;

(k) "**Business Day**" means any day, other than a        Saturday, a Sunday or a statutory holiday in Calgary, Alberta;

(l) "**Cash Election**" means the election which may be        made by a Former Big Horn Shareholder under the Arrangement to exchange all of the Big        Horn Common Shares owned by such Former Big Horn Shareholder for $0.22 cash (represented,        prior to the Redemption Date, by a Special Share) and 0.74 of a Westlinks Preferred Share        for each Big Horn Common Share;

(m) "**CBCA**" means the *Canada Business Corporations        Act*;

(n) "**Certificate**" means the certificate giving effect        to the Arrangement endorsed by the Director on the Articles of Arrangement pursuant to        subsection 192(7) of the CBCA;

(o) "**Common Shares**" means the common shares of the        Corporation to be issued to Westlinks at the Effective Time and having the rights,        privileges, restrictions and conditions set forth in subsection 4.4(a) hereof;

(p) "**Corporation**" means the corporation resulting from        the Amalgamation;

(q) "**Court**" means the Court of Queen’s Bench of        Alberta;

(r) "**Depositary**" means Olympia Trust Company, being        the depositary appointed by Westlinks for the purpose of, among other things, exchanging        certificates representing Big Horn Common Shares for Westlinks Common Shares and Special        Shares;

(s) "**Director**" means the director appointed pursuant        to section 260 of the CBCA;

(t) "**Dissent Procedures**" means the procedures set        forth in section 190 of the CBCA required to be taken by a registered holder of Big Horn        Common Shares to exercise the right of dissent in respect of such Big Horn Common Shares        in connection with the Arrangement;

(u) "**Dissenting Shareholders**" means the registered        holders of Big Horn Common Shares who dissent in respect of the Arrangement in strict        compliance with the Dissent Procedures;

(v) "**Effective Date**" means the date set out in the        Certificate as being the effective date in respect of the Arrangement;

(w) "**Effective Time**" means 12:01 a.m. (Calgary time)        on the Effective Date;

(x) "**Election Deadline**" means 4:00 p.m. (Calgary time)        on the date which is one Business Day prior to the Meeting Date;

(y) "**Final Order**" means the order of the Court,        including any amendment thereto, pursuant to subsection 192(4) of the CBCA approving the        Arrangement or, if appealed, then unless such appeal is withdrawn or denied, as affirmed;

(z) "**Former Big Horn Shareholders**" means the holders        of Big Horn Common Shares immediately prior to the Effective Time;

(aa) "**Interim Order**" means the interim order of the        Court, including any amendment thereto, pursuant to subsection 192(4) of the CBCA made in        connection with the Arrangement;

(bb) "**Letter of Transmittal and Election Form**" means        the letter of transmittal and election form in the form accompanying the Proxy Circular;

(cc) "**Meeting Date**" means the date of the Big Horn        Meeting;

(dd) "**Plan of Arrangement**" means this plan of        arrangement, as amended, modified or supplemented from time to time in accordance herewith        and any order of the Court;

(ee) "**Proxy Circular**" means the management information        circular prepared by Big Horn for the Big Horn Meeting;

(ff) "**Redemption Date**" means the first Business Day        following the Effective Date;

(gg) "**Redemption Price**" means the redemption price of        $0.22 payable in respect of each Special Share at the Redemption Time;

(hh) "**Redemption Proceeds**" means, in respect of a        number of Special Shares, the product of that number of Special Shares multiplied by the        Redemption Price;

(ii) "**Redemption Time**" means 10:00 a.m. (Calgary time)        on the Redemption Date; 

(jj) "**Share Election**" means the election which may be        made by a Former Big Horn Shareholder under the Arrangement to exchange all of the Big        Horn Common Shares owned by such Former Big Horn Shareholder for Westlinks Common Shares        on the basis specified herein;

(kk) "**Special Shares**" means the redeemable special        shares of the Corporation to be issued to Former Big Horn Shareholders at the Effective        Time and to be redeemed by the Corporation at the Redemption Time and having the rights,        privileges, restrictions and conditions set forth in subsection 4.4(b) hereof; 

(ll) "**Subco**" means 3779041 Canada Ltd., a wholly-owned        subsidiary of Westlinks existing under the CBCA;

(mm) "**Westlinks**" means Westlinks Resources Ltd., a        corporation existing under the *Business Corporations Act* (Alberta);

(nn) "**Westlinks Common Shares**" means the common voting        shares which Westlinks is authorized to issue as constituted on the date hereof;

(oo) "**Westlinks Option**" means an option to acquire a        Westlinks Common Share; and

(pp) "**Westlinks Preferred Shares**" means the Series I        Preferred Shares to be issued to holders of Big Horn Shares who make the Cash Election and        having the rights, privileges, restrictions and conditions set forth in Schedule A hereto.

In addition, words and phrases used herein and defined in the CBCAshall have the same meaning herein as in the CBCA unless the context otherwise requires.
**Section One.02 Interpretation Not Affected by Headings
The division of this Plan of Arrangement into articles, sections,paragraphs and subparagraphs and the insertion of headings are for convenience ofreference only and shall not affect the construction or interpretation of this Plan ofArrangement. The terms "this Plan of Arrangement", "hereof","herein", "hereto", "hereunder" and similar expressionsrefer to this Plan of Arrangement and not to any particular article, section or otherportion hereof and include any instrument supplementary or ancillary hereto.
**Section One.03 Number, Gender and Persons
In this Plan of Arrangement, unless the context otherwise requires,words importing the singular shall include the plural and *vice versa*, wordsimporting the use of either gender shall include both genders and neuter and wordsimporting persons shall include a natural person, firm, trust, partnership, association,corporation, joint venture or government (including any governmental agency, politicalsubdivision or instrumentality thereof) and any other entity of any kind or naturewhatsoever.
**Section One.04 Date for any Action
If the date on which any action is required to be taken hereunder byany party hereto is not a Business Day, such action shall be required to be taken on thenext succeeding day which is a Business Day.
**Section One.05 Statutory References
Any reference in this Plan of Arrangement to a statute includes allregulations made thereunder, all amendments to such statute or regulation in force fromtime to time and any statute or regulation that supplements or supersedes such statute orregulation.
**Section One.06 Currency
Unless otherwise stated, all references in this Agreement to amounts ofmoney are expressed in lawful money of Canada.
**Article TwoArrangement Agreement

Section Two.01 Arrangement Agreement
This Plan of Arrangement is made pursuant to, is subject to theprovisions of and forms part of, the Arrangement Agreement.
**Article ThreeArrangement

Section Three.01 Arrangement
At the Effective Time, the following shall occur without any furtheract or formality:

(a) the Amalgamating Corporations shall be amalgamated and continue as        the Corporation on the terms prescribed in this Plan of Arrangement and:

(i) the property of each Amalgamating Corporation shall become the            property of the Corporation;

(ii) the Corporation shall continue to be liable for the obligations of            each Amalgamating Corporation;

(iii) an existing cause of action, claim or liability to prosecution is            unaffected;

(iv) a civil, criminal or administrative action or proceeding pending            by or against an Amalgamating Corporation may continue to be prosecuted by or against the            Corporation;

(v) a conviction against, or ruling, order or judgment in favour of or            against, an Amalgamating Corporation may be enforced by or against the Corporation; and

(vi) the Articles of Amalgamation shall be deemed to be the articles of            incorporation of the Corporation and the Certificate shall be deemed to be the certificate            of incorporation of the Corporation.

(b) all Big Horn Common Shares, if any, held by Subco shall be        cancelled without any repayment of capital in respect thereof;

(c) all Big Horn Common Shares held by a Former        Big Horn Shareholder who has made a Cash Election in a Letter of Transmittal and Election        Form, provided that such Letter of Transmittal and Election Form has been completed and        executed by such Former Big Horn Shareholder in accordance with the provisions thereof and        has been received by the Depositary prior to or at the Election Deadline shall be        exchanged for Special Shares and Westlinks Preferred Shares on the basis of 1.0 Special        Share and, subject to section 3.3 hereof, 0.74 of a Westlinks Preferred Share for each Big        Horn Common Share;

(d)all Big Horn        Common Shares owned by a Former Big Horn Shareholder
(i)who has made a Share Election in a            Letter of Transmittal and Election Form, provided that such Letter of Transmittal and            Election Form has been completed and executed by such Former Big Horn Shareholder in            accordance with the provisions thereof and has been received by the Depositary prior to or            at the Election Deadline;
(ii)who has made an incomplete or invalid            election in a Letter of Transmittal and Election Form received by the Depositary prior to            or at the Election Deadline, or
(iii)who has not submitted a completed and            executed Letter of Transmittal and Election Form such that it is received by the            Depositary prior to or at the Election Deadline;
shall be exchanged for Westlinks Common Shares on the basis of 0.1905        of a Westlinks Common Share for each Big Horn Common Share, subject to section 3.3 hereof,        provided that in the event that the exchange of Big Horn Common Shares in accordance with        this subsection 3.1(d) would result in a Former Big Horn Shareholder receiving less than        100 Westlinks Common Shares then, at the sole option of Westlinks, which option may be        exercised in respect of all but not less than all of the Big Horn Common Shares which        entitle Former Big Horn Shareholders in accordance with this subsection 3.1(d) to receive,        in each case, less than 100 Westlinks Common Shares:

(iv) such Big Horn Common Shares shall be exchanged only for Westlinks            Common Shares in accordance with this subsection 3.1(d), or

(v) such Big Horn Common Shares shall be exchanged for Special Shares            and Westlinks Preferred Shares on the basis of 1.0 Special Share and, subject to section            3.3 hereof, 0.74 of a Westlinks Preferred Share for each Big Horn Common Share and such            Former Big Horn Shareholders shall be deemed to have made a Cash Election;

(e) all Big Horn        Options owned by a Big Horn Optionholder shall be exchanged for Westlinks Options on the        basis of 0.1905 of a Westlinks Option for each Big Horn Option held, subject to section        3.3 hereof; each whole Westlinks Option shall provide for an        exercise price per Westlinks Common Share equal to the exercise price per share of such        Big Horn Option immediately prior to the Effective Time divided by 0.1905. The term to        expiry, conditions to and manner of exercising, vesting schedule, and all other terms and        conditions of such Westlinks Options will otherwise be unchanged from those of the Big        Horn Options; and

(f) each common share of Subco shall be converted into one Common        Share.
**Section Three.02 Post-Effective Time    Procedures
(a) On or before the Effective Date:

(i) Westlinks shall deliver or arrange to be delivered to the            Depositary certificates representing the Westlinks Preferred Shares required to be issued            to Former Big Horn Shareholders who are entitled to receive Westlinks Preferred Shares in            partial exchange for Big Horn Common Shares in accordance with the provisions of section            3.1 hereof, which certificates shall be held by the Depositary as agent and nominee for            such Former Big Horn Shareholders for distribution to such Former Big Horn Shareholders in            accordance with the provisions of Article 6 hereof;

(ii) Westlinks shall deliver or arrange to be delivered to the            Depositary certificates representing the Westlinks Common Shares required to be issued to            Former Big Horn Shareholders who are entitled to receive Westlinks Common Shares in            exchange for Big Horn Common Shares in accordance with the provisions of section 3.1            hereof, which certificates shall be held by the Depositary as agent and nominee for such            Former Big Horn Shareholders for distribution to such Former Big Horn Shareholders in            accordance with the provisions of Article 6 hereof;

(iii) Westlinks shall deliver or arrange to be            delivered to the Depositary agreements, duly executed by Westlinks, representing the            Westlinks Options required to be granted to Big Horn Optionholders who are entitled to            receive Westlinks Options in exchange for Big Horn Options in accordance with the            provisions of section 3.1 hereof, which agreements shall be held by the Depositary as            agent and nominee for such Big Horn Optionholders for distribution to such Big Horn            Optionholders in accordance with the provisions of Article 6 hereof;

(iv) the Corporation shall deliver to the Depositary one certificate            representing the aggregate number of Special Shares required to be issued to Former Big            Horn Shareholders who are entitled to receive Special Shares in partial exchange for their            Big Horn Common Shares in accordance with the provisions of section 3.1 hereof, which            certificate shall be held by the Depositary as agent and nominee for such Former Big Horn            Shareholders until the Redemption Time and, until the Redemption Time, the interests of            such Former Big Horn Shareholders in Special Shares shall be represented by entries on the            register of the Corporation maintained by the Depositary in respect of the Special Shares;            and

(v) the Corporation shall deliver to the            Depositary an amount equal to the Redemption Proceeds required to be paid upon the            redemption of all of the outstanding Special Shares, which amount shall be held by the            Depositary as agent and nominee for the Corporation until the Redemption Time and,            thereafter, shall be paid to the former holders of Special Shares in accordance with the            provisions of paragraph 3.2(b)(iv) and Article 6 hereof;

The amount deposited with the Depositary in accordance with paragraphs        3.2(a)(v) hereof shall be held in an interest bearing account, and any interest earned        thereon or on any portion thereof from the time it has been so deposited until the time it        shall be required to be paid by the Depositary to the former holders of Special Shares in        accordance with the provisions of Article 6 hereof shall be solely for the account of        Corporation. Under no circumstances shall a former holder of Special Shares be entitled to        interest accrued in respect of such holder's Redemption Proceeds, regardless of any delay        in claiming such Redemption Proceeds or any delay by the Corporation or the Depositary in        making such proceeds available.

(b) Subject to the provisions of Article 6        hereof, upon the occurrence of the Redemption Time Former Big Horn Shareholders who are        entitled to receive:

(i) Westlinks Common Shares in exchange for Big Horn Common Shares in            accordance with the provisions of section 3.1 hereof shall be entitled to receive delivery            of the certificates representing such Westlinks Common Shares;

(ii) Westlinks Preferred Shares in partial exchange for Big Horn Common            Shares in accordance with the provisions of section 3.1 hereof shall be entitled to            receive delivery of the certificates representing such Westlinks Preferred Shares; 

(iii) Westlinks Options in partial exchange for Big Horn Common Shares            in accordance with the provisions of section 3.1 hereof shall be entitled to receive            delivery of the agreements evidencing such Westlinks Options; and

(iv) Special Shares in partial exchange for Big            Horn Common Shares in accordance with the provisions of section 3.1 hereof shall be            entitled to receive the Redemption Proceeds in respect of such Special Shares.
**Section Three.03 No Fractional Westlinks    Shares
(a) Notwithstanding section 3.1 hereof, no fractional Westlinks        Preferred Shares shall be issued to Former Big Horn Shareholders and any fractional number        of Westlinks Preferred Share resulting from the exchange of Big Horn Common Shares for        Westlinks Preferred Shares shall be rounded up to the next whole number of Westlinks        Preferred Shares.

(b) Notwithstanding section 3.1 hereof, no fractional Westlinks Common        Shares shall be issued to Former Big Horn Shareholders and any fractional number of        Westlinks Common Share resulting from the exchange of Big Horn Common Shares for Westlinks        Common Shares shall be rounded up to the next whole number of Westlinks Common Shares.

(c) Notwithstanding section 3.1 hereof, if the conversion of Big Horn        Options into Westlinks Options on the basis set forth in section 3.1 hereof results in a        Westlinks Option being exercisable for a fraction of a Westlinks Common Share, then the        number of Westlinks Common Shares subject to such Westlinks Option shall be rounded up to        the next whole number of Westlinks Common Shares.
**Article FourThe Corporation

Section Four.01 Name
The name of the Corporation shall be Big Horn Resources Ltd.
**Section Four.02 Registered Office
The registered office of the Corporation shall be located in the Cityof Calgary in the Province of Alberta and the address of the registered office of theCorporation shall be Suite 1000, 440 – 2nd Avenue S.W., Calgary, Alberta,T2P 5E5.
**Section Four.03 Authorized Capital
The Corporation shall be authorized to issue:

(a) an unlimited number of common shares (being the "**Common        Shares**"); and

(b) an unlimited number of special shares (being the "**Special        Shares**").
**Section Four.04 Share Provisions
(a) The Common Shares shall have        attached thereto the following rights, privileges, restrictions and conditions:

(i) Voting. Holders of Common Shares shall be entitled to            receive notice of and to attend any meeting of the shareholders of the Corporation and            shall be entitled to one vote in respect of each Common Share held at such meeting, except            a meeting of holders of a particular class or series of shares other than Common Shares            who are entitled to vote separately as a class or series at such meeting.

(ii) Dividends. Subject to the rights,            privileges, restrictions and conditions attaching to any other class of shares of the            Corporation ranking in priority to or rateably with the Common Shares, holders of Common            Shares shall be entitled to receive dividends if, as and when declared by the directors of            the Corporation out of the assets of the Corporation properly applicable to the payment of            dividends in such amounts and payable in such manner as the directors of the Corporation            may from time to time determine.

(iii) Liquidation. In the event of the liquidation, dissolution            or winding up of the Corporation or any other distribution of the property or assets of            the Corporation among its shareholders for the purpose of winding up its affairs, holders            of Common Shares shall, subject to the rights of the holders of any other class of shares            of the Corporation entitled to receive the property or assets of the Corporation upon such            a liquidation, dissolution, winding up or other distribution in priority to or rateably            with holders of Common Shares, be entitled to receive the remaining property and assets of            the Corporation.

(b) The Special Shares shall have attached        thereto the following rights, privileges, restrictions and conditions:

(i) Voting. Except as otherwise provided in the CBCA, holders of            Special Shares shall not be entitled to receive notice of or to attend any meeting of the            shareholders of the Corporation and shall not be entitled to vote at any such meeting.

(ii) Dividends. Holders of Special Shares shall not be entitled            to receive any dividends thereon.

(iii) Redemption. The Corporation shall, at the Redemption Time,            redeem all of the Special Shares then outstanding on payment of the Redemption Price for            each Special Share. No notice of redemption or other act or formality on the part of the            Corporation shall be required to call the Special Shares for redemption and, upon the            later of compliance by the Corporation with paragraph 3.2(a)(v) of the Plan of Arrangement            and the Redemption Time, the Special Shares shall be deemed to have been redeemed and            cancelled by the Corporation. At or after the Redemption Time, the Depositary shall pay            and deliver or cause to be paid and delivered to or to the order of each holder of Special            Shares the Redemption Proceeds for such Special Shares, without interest, in accordance            with Article 6 of the Plan of Arrangement. Payment of Redemption Proceeds in respect of            Special Shares shall be made by cheque payable at par at any branch in Canada of the            bankers of the Depositary for the time being and such payment, unless such cheque is            dishonoured, shall be a full and complete discharge of the obligation of the Depositary to            pay the Redemption Proceeds to the holder of such Special Shares. Upon the Special Shares            being deemed to be redeemed and cancelled, the Corporation shall be fully and completely            discharged from its obligation to pay the Redemption Proceeds to holders of Special Shares            and thereafter the rights of such holders shall be limited to receiving, without interest,            from the Depositary their respective Redemption Proceeds deposited by the Corporation with            the Depositary and such holders shall not be entitled to exercise any of the rights of            holders in respect of such Special Shares except to receive Redemption Proceeds therefor,            provided that if payment of the Redemption Proceeds for any Special Shares is not made by            or on behalf of the Corporation in accordance with the provisions hereof, then the rights            of such holders shall remain unaffected.

(iv) Liquidation. In the event of the liquidation, dissolution            or winding-up of the Corporation or any other distribution of the property or assets of            the Corporation among its shareholders for the purpose of winding up its affairs, holders            of Special Shares shall be entitled to receive and the Corporation shall pay to such            holders, before any amount shall be paid or any property or assets of the Corporation            shall be distributed to holders of Common Shares or any other class of shares ranking            junior to the Special Shares as to such entitlement, the amount of $0.22 for each Special            Share held by them respectively and no more. After payment to holders of Special Shares of            the amount so payable to them as hereinbefore provided, such holders shall not be entitled            to share in any further distribution of the property or assets of the Corporation.
**Section Four.05 Restriction on Transfer
There shall be no restriction upon the right to transfer any shares ofthe Corporation.
**Section Four.06 Stated Capital
On the Effective Date, the Corporation:

(a) shall add to the stated capital account maintained by the        Corporation for the Special Shares an amount equal to $0.22 in respect of each Special        Share issued as a result of the Arrangement; and

(b) shall add to the stated capital account maintained by the        Corporation for the Common Shares an amount equal to $1.00 in respect of each Common Share        issued as a result of the Arrangement.
**Section Four.07 Directors
(a) Minimum and Maximum. The directors of the        Corporation shall, until otherwise changed in accordance with the CBCA, consist of a        minimum number of one and a maximum number of ten directors.

(b) Initial Directors. The initial directors of the Corporation        immediately following the Amalgamation shall be the persons whose names and residential        addresses appear below:

Name
Residential    Address
John    McGrain1363 North Country Ranch    Road
West Lake Village, California
Walter    Dawson
l

Calgary, Alberta
Reg    Greenslade
3    Palomino Boulevard

Calgary, Alberta T3Z 1B9
Tom    Jacobsen
Box 176

Didsbury, Alberta T0M 0W0
Herman    S. Hartley
104    Varsity Estates Place N.W.

Calgary, Alberta T3B 3B6
The initial directors shall hold office until the next annual meetingof the shareholders of the Corporation or until their successors are elected or appointed.
**Section Four.08 Business and Powers
There shall be no restriction on the business which the Corporation isauthorized to carry on or on the powers which the Corporation may exercise.
**Section Four.09 By-Laws
The by-laws of the Corporation, until repealed, amended or altered,shall be the by-laws of Subco until new by-laws are adopted and approved by the directorsand shareholders of the Corporation respectively. Westlinks copy of the proposed by-lawsmay be examined prior to the Effective Date during normal business hours at the office ofMacleod Dixon LLP, 3700, 400 – 3rd Avenue S.W., Calgary, Alberta.
**Section Four.10 Charging Power
Without restricting any of the powers and capacities of theCorporation, whether derived from the CBCA or otherwise, the Corporation may mortgage,hypothecate, pledge or otherwise create a security interest in all or any present orfuture, real or personal, movable or immovable, legal or equitable property of theCorporation (including without limitation its book debts, rights, powers, franchises andundertaking) for any purpose whatsoever.
**Article FiveRights of Dissent

Section Five.01 Rights of Dissent
Holders of Big Horn Common Shares may exercise Dissent Procedures withrespect to Big Horn Common Shares in connection with the Arrangement and holders whoexercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Big Horn        Common Shares shall be deemed to have transferred such Big Horn Common Shares to Big Horn        for cancellation at the Effective Time; or

(b) are ultimately not entitled, for any reason, to be paid fair value        for their Big Horn Common Shares shall be deemed to have participated in the Arrangement        on the basis set forth in subsection 3.1(c) hereof.

For greater certainty, in no case shall Westlinks, Subco, Big Horn orany other person be required to recognize Dissenting Big Horn Shareholders as holders ofBig Horn Common Shares after the Effective Time, and the names of such Dissenting Big HornShareholders shall be deleted from the register of holders of Big Horn Common Shares atthe Effective Time.
**Article SixDELIVERY OF Westlinks COMMONSHARES aND WESTLINKS PREFERRED SHARESAND REDEMPTION PROCEEDS

Section Six.01 Delivery of Westlinks Common    Shares and Redemption Proceeds
(a) Upon surrender to the Depositary        for cancellation of a certificate which immediately prior to the Effective Time        represented one or more outstanding Big Horn Common Shares that were exchanged for        Westlinks Common Shares or Special Shares and Westlinks Preferred Shares in accordance        with section 3.1 hereof, together with such other documents and instruments as would have        been required to effect the transfer of the shares formerly represented by such        certificate under the CBCA and the by-laws of Big Horn and such additional documents and        instruments as the Depositary may reasonably require, the holder of such surrendered        certificate shall be entitled to receive in exchange therefor, and the Depositary shall        deliver to such holder following the Redemption Time, the Westlinks Common Shares or the        Redemption Proceeds and Westlinks Preferred Shares which such holder is entitled to        receive in accordance with section 3.2 hereof.

(b) Upon surrender to the Depository for        cancellation of an agreement which immediately prior to the Effective Time evidenced on or        more Big Horn Options that we exchanged for Westlinks Options in accordance with section        3.1 hereof, together with such other documents and instruments as would have been required        to effect the transfer of the Big Horn Options formerly represented by such agreement and        such additional documents and instruments as the Depositary may reasonably require, the        holder of such surrendered agreement shall be entitled to receive in exchange therefor,        and the Depositary shall deliver to such holder following the Redemption Time, the        agreements in respect of Westlinks Options which such holder is entitled to receive in        accordance with section 3.2 hereof.

(c) After the Effective Time and until surrendered for cancellation as        contemplated by subsections 6.1(a) and 6.1(b)hereof:

(i) each certificate which immediately prior to the Effective Time            represented one or more Big Horn Common Shares shall be deemed at all times to represent            only the right to receive in exchange therefor the Westlinks Common Shares or the Special            Shares (or Redemption Proceeds, if such certificate is surrendered after the Redemption            Time) and Westlinks Preferred Shares to which the holder of such certificate is entitled            to receive in accordance with section 3.1 hereof, provided that certificates representing            Special Shares shall not be issued to such holders prior to the Redemption Time and,            following the Redemption Time, such holders shall be restricted to receiving the            Redemption Proceeds in respect of such Special Shares; and

(ii) each agreement which immediately prior to the Effective Time            represented one or more Big Horn Options shall be deemed at all times to represent only            the right to receive in exchange therefor the Westlinks Options to which the holder of            such certificate is entitled to receive in accordance with section 3.1 hereof.
**Section Six.02 Lost Certificates
In the event any certificate which immediately prior to the EffectiveTime represented one or more outstanding Big Horn Common Shares that were exchanged forWestlinks Common Shares or Special Shares and Westlinks Preferred Shares in accordancewith section 3.1 hereof shall have been lost, stolen or destroyed, upon the making of anaffidavit of that fact by the holder claiming such certificate to be lost, stolen ordestroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyedcertificate, the Westlinks Common Shares or the Redemption Proceeds and WestlinksPreferred Shares to which such holder is entitled to receive in accordance with section3.2 hereof. When authorizing such payment in exchange for such lost, stolen or destroyedcertificate, the holder to whom such Westlinks Common Shares or Redemption Proceeds andWestlinks Preferred Shares are to be delivered shall as a condition precedent to thedelivery of such Westlinks Common Shares or Redemption Proceeds and Westlinks PreferredShares, give a bond satisfactory to Westlinks and the Depositary in such sum as Westlinksand the Depositary may direct, or otherwise indemnify Westlinks, the Corporation and theDepositary in a manner satisfactory to Westlinks and the Depositary, against any claimthat may be made against Westlinks, the Corporation or the Depositary with respect to thecertificate alleged to have been lost, stolen or destroyed.
**Section Six.03 Distributions with Respect to Unsurrendered    Certificates
No dividend or other distribution declared or made after the EffectiveTime with respect to Westlinks Common Shares with a record date after the Effective Timeshall be delivered to the holder of any unsurrendered certificate which, immediately priorto the Effective Time, represented outstanding Big Horn Common Shares unless and until theholder of such certificate shall have complied with the provisions of section 6.1 orsection 6.2 hereof. Subject to applicable law and to section 6.5 hereof, at the time ofsuch compliance, there shall, in addition to the delivery of Westlinks Common Shares towhich such holder is thereby entitled, be delivered to such holder the dividend or otherdistribution with a record date after the Effective Time theretofore paid with respectsuch Westlinks Common Shares.
**Section Six.04 Withholding Rights
Westlinks, Subco and the Depositary shall be entitled to deduct andwithhold from all Redemption Proceeds or dividends or other distributions otherwisepayable to any Former Big Horn Shareholder such amounts as Westlinks, Subco or theDepositary is required or permitted to deduct and withhold with respect to such paymentunder the *Income Tax Act* (Canada), the United States Internal Revenue Code of 1986or any provision of federal, provincial, state, local or foreign tax law, in each case, asamended. To the extent that amounts are so withheld, such withheld amounts shall betreated for all purposes hereof as having been paid to the Former Big Horn Shareholder inrespect of which such deduction and withholding was made, provided that such withheldamounts are actually remitted to the appropriate taxing authority.
**Section Six.05 Limitation and    Proscription
(a) To the extent that a Former Big Horn Shareholder shall not        have complied with the provisions of section 6.1 or section 6.2 hereof within one year        from the Redemption Date, the unpaid Redemption Proceeds, if any, to which such Former Big        Horn Shareholder is entitled to be paid shall then be paid by the Depositary to the        Corporation. Thereafter the Former Big Horn Shareholder shall have no claim against the        Depositary for such Redemption Proceeds but instead shall be entitled to assert such a        claim against the Corporation or any successor thereto up to but not beyond the final        proscription date referred to in subsection 6.5(b) hereof.

(b) To the extent that a Former Big Horn        Shareholder shall not have complied with the provisions of section 6.1 or section 6.2        hereof on or before the date which is six years after the Redemption Date (the "**final        proscription date**"), then the Redemption Proceeds which such Former Big Horn        Shareholder was entitled to receive shall revert to and become the property of the        Corporation and the Westlinks Preferred Shares or Westlinks Common Shares which such        Former Big Horn Shareholder was entitled to receive shall be delivered up by the        Depositary for cancellation and shall be cancelled by Westlinks, and the interest of the        Former Big Horn Shareholder in such Redemption Proceeds and Westlinks Preferred Shares or        Westlinks Common Shares shall be terminated as of such final proscription date.
**Article SevenAmendments

Section Seven.01 Amendments to Plan of    Arrangement
(a) Westlinks and Big Horn reserve the right to amend, modify        and/or supplement this Plan of Arrangement at any time and from time to time, provided        that each such amendment, modification and/or supplement must be (i) set out in writing,        (ii) agreed to in writing by Westlinks and Big Horn, (iii) filed with the Court and, if        made following the Big Horn Meeting, approved by the Court, and (iv) communicated to        Former Big Horn Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of        Arrangement may be proposed by Big Horn at any time prior to the Big Horn Meeting provided        that Westlinks shall have consented thereto in writing, with or without any other prior        notice or communication, and, if so proposed and accepted by the persons voting at the Big        Horn Meeting (other than as may be required under the Interim Order), shall become part of        this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of        Arrangement that is approved by the Court following the Big Horn Meeting shall be        effective only if (i) it is consented to in writing by each of Westlinks and Big Horn, and        (ii) if required by the Court, it is consented to by holders of the Big Horn Common Shares        voting in the manner directed by the Court.
**EXHIBIT A

SERIES I PREFERRED SHARES**
The first series of first preferred shares shall consist of andunlimited number of shares designated as first preferred shares, Series I (the "**Series IPreferred Shares**"). The rights, privileges, restrictions and conditions attachingto the Series I Preferred Shares, as a series, are as follows:

1. Dividends and Transfer Rights
1.1 The holders of the Series I Preferred Shares shall not be entitledto receive any dividends and shall not be entitled to transfer the Series I PreferredShares.

2. Distribution Rights
2.1 In the event of the liquidation, dissolution or winding up of theCorporation, whether voluntary or involuntary, the holders of the Series I PreferredShares shall be entitled to receive, before any distribution of any part of the assets ofthe Corporation among the holders of the Common Shares, an amount equal to $0.85 pershare.

3. Redemption by the Corporation
3.1**The Corporation may, upon giving notice or upon the waiverof such notice as hereinafter provided, redeem at any time the whole or from time to timeany part of the then outstanding Series I Preferred Shares on payment or deposit (inaccordance with clause 3.4) of $0.85 for each Series I Preferred Shares to be redeemed(the "**Redemption Amount**"). If part only of the Series I Preferred Sharesare to be redeemed, the Board of Directors may select the Series I Preferred Shares to beredeemed (i) by lot; (ii) on a pro rata basis; or (iii) in such other manner as the Boardof Directors may in their discretion select. If part only of the Series I Preferred Sharesrepresented by any certificate are redeemed, a new certificate for the balance shall beissued at the expense of the Corporation.

3.2**In the case of a redemption of Series I Preferred Shares,the Corporation shall give notice in writing of the intention of the Corporation to redeemsuch shares (unless notice is waived in any manner by the holder of the Series I PreferredShares called for redemption) at least 2 days before the date specified for redemption(the date specified for redemption to be referred to herein as the "**RedemptionDate**") to each person who at the date of mailing is a holder of Series IPreferred Shares to be redeemed, provided that accidental failure to give such notice toone or more of such shareholders shall not affect the validity of such redemption. Suchnotice shall set out the Redemption Amount per Series I Preferred Shares, the RedemptionDate, the name of the chartered bank or trust company at which the Redemption Amount maybe deposited (if the Redemption Amount may be deposited pursuant to clause 3.4) and, ifpart only of the Series I Preferred Shares held by the person to whom it is addressed isto be redeemed, the number thereof to be redeemed.

3.3**The Corporation shall pay to the holder of the Series IPreferred Shares to be redeemed the Redemption Amount of each such share on or after theRedemption Date, provided that such holder has presented and surrendered to theCorporation the certificates representing the Series I Preferred Shares so called forredemption. Payment for Series I Preferred Shares to be redeemed by the Corporation shallbe made by cheque payable at par in Canadian funds at any branch of the Corporation'sbankers. Such cheques shall be sent to holders of such Series I Preferred Shares andredemption shall be deemed to have taken place upon such sending.

3.4 The Corporation shall have the right at any time after the mailingof notice of its intention to redeem any Series I Preferred Shares to deposit theRedemption Amount for each Series I Preferred Shares so called for redemption, or of suchof those shares represented by certificates which have not at the date of such depositbeen presented and surrendered by the holders thereof in connection with such redemption,to a special account in any chartered bank or in any trust company in Canada named in suchnotice, to be paid without interest to or to the order of the respective holders of suchSeries I Preferred Shares called for redemption upon presentation and surrender to suchbank or trust company of the certificates representing same. The Series I Preferred Sharesin respect whereof this deposit has been made shall be deemed to be redeemed on the laterof the date of such deposit and the Redemption Date. On such applicable date theCorporation shall adjust its securities register to show that such Series I PreferredShares have been redeemed and the rights of the holders thereof shall be limited toreceiving, without interest, the Redemption Amount per Series I Preferred Share sodeposited. Any interest allowed on such deposit shall belong to the Corporation. After theRedemption Amount for such Series I Preferred Shares has been deposited with any charteredbank or trust company in Canada, as aforesaid, notice shall be given to the holders of anySeries I Preferred Shares called for redemption who have failed to present and surrenderthe certificates representing such shares within two months of the Redemption Date thatthe money has been so deposited and may be obtained by the holders of these Series IPreferred Shares upon presentation and surrender of the certificates representing suchshares called for redemption at such bank or trust company.

3.5 From and after the Redemption Date, the holders of any such SeriesI Preferred Shares to be redeemed shall not be entitled to exercise any of the rights ofthe holders of Series I Preferred Shares in respect thereof unless payment or deposit ofthe Redemption Amount per Series I Preferred Share shall not be made in accordance withthe foregoing provisions, in which event the rights of the holders of such Series IPreferred Shares shall remain unaffected.

3.6 To the extent permitted by law, the Redemption Amounts that arerepresented by a cheque that has not been presented for payment or that are otherwiseunclaimed (including amounts held on deposit to a special account as provided for above)for a period of six years from the Redemption Date shall be forfeited to the Corporation.

4. Redemption at the Option of the Holders of Series I PreferredShares
4.1 After the expiration of one year from the date of issuance of aSeries I Preferred Share, the holder of Series I Preferred Shares shall be entitled torequire the Corporation to redeem at any time or from time to time all or any part of theSeries I Preferred Shares held by such holder by depositing with the Corporation:

(a) an irrevocable request in writing specifying:

(i) that such holder desires to have the whole or any part of the            Series I Preferred Shares held by such holder redeemed by the Corporation; and

(ii) the business day, which shall not be less than thirty days after            the day on which the request in writing is deposited with the Corporation, on which the            holder desires to have the Corporation redeem such shares (the "**Retraction Date**")            and

(b) the share certificate(s) representing the Series I Preferred Shares        which the holder desires to have the Corporation redeem.

If part only of the Series I Preferred Shares represented by anycertificate are to be redeemed, a new certificate for the balance shall be issued at theexpense of the Corporation.

4.2 On the Retraction Date the Corporation, if permitted by the *BusinessCorporations Act* (Alberta) (the "**Act**"), shall redeem the number ofSeries I Preferred Shares to be redeemed by paying the holder of such Series I PreferredShares an amount per share equal to the Redemption Amount, provided that all requirementsset out under this clause 4 have been complied with. Payment for Series I Preferred Sharesto be redeemed by the Corporation shall be made by cheque payable at par in Canadian fundsat any branch of the Corporation's bankers. Such cheque shall be sent in accordance withthe Act to the holder of such Series I Preferred Shares and redemption shall be deemed tohave taken place upon such sending. If on the Retraction Date the Corporation would beprevented by the Act from redeeming all of the Series I Preferred Shares requested by theholder thereof to be redeemed, the Corporation shall redeem, disregarding fractions, thatnumber of Series I Preferred Shares that it is permitted by the Act to redeem and theCorporation shall redeem the balance of the outstanding Series I Preferred Sharesrequested by such holder to be redeemed at the earliest time or times as the redemption ispermitted by the Act. 

4.3 From and after the Retraction Date, the holders of any such SeriesI Preferred Shares to be redeemed shall not be entitled to exercise any of the rights ofthe holders of Series I Preferred Shares in respect thereof unless payment of theRedemption Amount per Series I Preferred Share shall not be made in accordance with theforegoing provisions, in which event the rights of the holders of such Series I PreferredShares shall remain unaffected.

4.4 To the extent permitted by law, the Redemption Amounts that arerepresented by a cheque that has not been presented for payment or that are otherwiseunclaimed for a period of six years from the Retraction Date shall be forfeited to theCorporation.

 

 

 
**SCHEDULE "B"

WESTLINKS RESOURCES LTD.

Outstanding Stock Options****Optionee**Exercise Price****Number Outstanding**Peter R. Sekera
Director/Officer
$6.15
105,000Edward C. McFeely
Director/Officer
$6.15
85,000Thomas J. Jacobsen
Director/Officer
$6.15
85,000Lynn W. Thurlow
Officer
$6.15
25,000Herman S. Hartley
Director
$6.15
20,000Norman J. MacKenzie
Director
$6.15
20,000Norman W.G. Wallace
Director
$6.15
20,000Rodney Lackmuth
Consultant
$6.15
15,000Al Tambosso
Consultant
$6.20
50,000John P. McGrain
$6.20
80,000Norman J. MacKenzie
Director
$6.20
10,000Norman W.G. Wallace
$6.20
10,000Herman S. Hartley
Director
$6.20
10,000Bruce Stewart
Employee
$6.20
30,000**TOTAL:** **565,000**SCHEDULE "C"

LIST OF BIG HORN OPTIONS****Number of Shares Under Option**Exercise

Price**Name of Optionholder**Date of Grant**Date of Expiry
75,000
$0.69 
Walter Dawson
November 25, 1996
November 25, 2001
25,000
$0.77 
Walter Dawson
May 5, 1999
May 5, 2009
75,000
$0.69 
Luc Chartrand
November 25, 1996
November 25, 2001
15,000
$1.15 
Luc Chartrand
March 9, 1998
March 9, 2006
50,000
$0.77 
Luc Chartrand
May 5, 1999
May 5, 2009
30,000
$0.72 
Luc Chartrand
March 23, 2000
March 23, 2005
65,000
$0.75 
Luc Chartrand
March 21, 2001
March 20, 2006
25,000
$0.69 
Sandy Thompson
November 25, 1996
November 25, 2001
85,000
$0.92 
Trevor Spagrud
July 16, 1997
July 16, 2002
25,000
$1.15 
Trevor Spagrud
March 9, 1998
March 9, 2006
100,000
$0.65 
Trevor Spagrud
February 17, 1999
February 17, 2009
50,000
$0.77 
Trevor Spagrud
May 5, 1999
May 5, 2009
60,000
$0.72 
Trevor Spagrud
March 23, 2000
March 23, 2005
142,000
$0.75 
Trevor Spagrud
March 21, 2001
March 20, 2006
30,000
$1.15 
Reg Greenslade
March 9, 1998
March 9, 2006
314,000
$0.98 
Reg Greenslade
May 26, 1998
May 26, 2008
75,000
$0.77 
Reg Greenslade
May 5, 1999
May 5, 2009
81,000
$0.72 
Reg Greenslade
March 23, 2000
March 23, 2005
140,000
$0.75 
Reg Greenslade
March 21, 2001
March 20, 2006
73,500
$0.98 
Ray Runcie
May 26, 1998
May 26, 2008
26,500
$0.77 
Ray Runcie
May 5, 1999
May 5, 2009
73,500
$0.98 
George Hill
May 26, 1998
May 26, 2008
26,500
$0.77 
George Hill
May 5, 1999
May 5, 2009
73,500
$0.98 
Ted Turton
May 26, 1998
May 26, 2008
26,500
$0.77 
Ted Turton
May 5, 1999
May 5, 2009
25,000
$0.97 
Rick McHardy
July 30, 1998
July 30, 2008
25,000
$0.77 
Rick McHardy
May 5, 1999
May 5, 2009
25,000
$0.72 
Rick McHardy
March 23, 2000
March 23, 2005
75,000
$0.65 
Shane Holden
February 17, 1999
February 17, 1999
20,000
$0.77 
Shane Holden
May 5, 1999
May 5, 2009
30,000
$0.72 
Shane Holden
March 23, 2000
March 23, 2005
35,000
$0.75 
Shane Holden
March 21, 2001
March 20, 2006
25,000
$0.77 
Sharon McMullen
May 5, 1999
May 5, 2004
20,000
$0.72 
Sharon McMullen
March 23, 2000
March 23, 2005
25,000
$0.75 
Sharon McMullen
March 21, 2001
March 20, 2006
22,500
$0.77 
Vic Tuinenga
May 5, 1999
May 5, 2004
25,000
$0.72 
Vic Tuinenga
March 23, 2000
March 23, 2005
30,000
$0.75 
Vic Tuinenga
March 21, 2001
March 20, 2006
30,000
$1.15 
Dick Froese
March 9, 1998
March 9, 2003
35,000
$0.77 
Dick Froese
May 5, 1999
May 5, 2004
25,000
$0.72 
Dick Froese
March 23, 2000
March 23, 2005
25,000
$0.75 
Dick Froese
March 21, 2001
March 20, 2006**********************************************************************************************************************************************************************************************************************************************************************************************************************************************************