<PAGE>

                                                                     EXHIBIT 4.5

                       This Agreement made this 7th day of December, 2002

BETWEEN:          H. J. CRABBE & SONS LTD. a body corporate, organized and
                  existing under the laws of the Province of New Brunswick, with
                  head office at Bristol, in the County of Carleton and Province
                  of New Brunswick, (the "Lessor")

                  -and-

                  EASTERN WIND POWER INC., a body corporate, organized and
                  existing under the laws of the Province of New Brunswick, with
                  head office at Quispamsis, in the County of Kings and Province
                  of New Brunswick, (the "Lessee")

                  WHEREAS the Lessor owns real property located at Dark Harbour,
in the Parish of Grand Manan, in the County of Charlotte and Province of New
Brunswick, identified by Service New Brunswick Parcel Identifier Number
01286806, (the "Lessor's Property");

                  AND WHEREAS the Lessee wishes to establish a wind farm on
portions of the Lessor's Property;

                  AND WHEREAS the Lessee wishes to lease, on the terms and
conditions hereinafter set forth, portions of the Lessor's Property;

                  WITNESSETH THAT for and in consideration of the mutual
covenants herein and the sum of One Dollar ($1.00) now paid by the Lessee to the
Lessor and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

                  DEFINITIONS.

1.      (a)       "Test Site" and "Permanent Sites" are hereinafter collectively
                  referred to as the "Leased Property".

        (b)       "wind farm" means a wind energy conversion facility which
                  includes tubular steel towers of various heights with rotors
                  and blades of various dimensions and turbines of various
                  capacity, meteorological study towers, one or more
                  transmission distribution switch yards, rights-of-way, roads,
                  electrical distribution and transmission systems, all
                  necessary care taker and maintenance facilities, including a
                  residence, and other required equipment or facilities.

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                                     - 2 -

         (c)      "operation of the wind farm" means the sale of power produced
                  on the Leased Property.

         (d)      "Permanent Site" means the area included within a radius of 20
                  meters from the situs of a wind tower.

                  TEST SITE.

2.1               The Lessor hereby leases to the Lessee a parcel of land
                  described in Schedule "A" hereto (the "Test Site) for a term
                  of 30 years, commencing on the 10th day of December, 2002 and
                  ending on the 10th day of December, 2032, (the "Test Site
                  Term").

2.2               It is agreed and understood that the Lessee will operate on
                  the Test Site a meteorological study tower for a minimum of
                  one (1) year from the commencement of the Test Site Terms,
                  (the "Testing Period").

2.3               At the conclusion of the Testing Period, but in no event later
                  than June 1, 2005, the Lessee shall commence construction of
                  permanent wind energy conversion facilities as hereinafter
                  provided.

2.4               In the event that the Lessee does not commence construction of
                  permanent wind energy conversion facilities by June 1, 2005,
                  this agreement shall terminate effective June 1, 2005.

                  PERMANENT SITES

3.1               Using the data collected from the operation of the
                  meteorological study tower on the Test Site, the Lessee shall
                  select locations for the sites for the permanent wind farm
                  facilities on the Lessor's Property, (the "Permanent Sites").

3.2               The location of the Permanent Sites and the Access Roads, as
                  hereinafter defined in this agreement, on the Lessor's
                  Property shall be as set forth in the sketch attached hereto
                  as Schedule "B", provided however, that if the Lessee's
                  engineering, environmental and meteorological studies dictate
                  that the location of any of the Permanent Sites and/or roads
                  shall be other than as depicted in the sketch attached hereto
                  as Schedule "B", the location of any of the Permanent Sites
                  and the Access Roads may be changed to the location or
                  locations required by the Lessee, which change

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                                     - 3 -

                  of location may be made only with the written consent of the
                  Lessor, which consent shall not be unreasonably withheld.
                  Provided however that in the event that the location of the
                  Permanent Sites and the Access Roads are to be changed in
                  accordance with this paragraph, in no event, (except with the
                  written consent of the lessor), shall the location of the
                  Permanent Sites and the Access Roads be changed so that the
                  location of the wind turbines are closer than:

                  (a)  300 metres from the top of the cliffs along the
                       coastline;

                  (b)  300 metres from the edge of Wilsons Pond, which is
                       northeast of Dark Harbour and the centre of the said pond
                       having approximate UTM coordinates of Zone 19, 672 310
                       East and 4 958 180 North;

                  (c)  300 metres from the edge of David Watt Pond, which is
                       southeast of Dark Harbour and the centre of the said pond
                       having approximate UTM coordinates of Zone 19, 672 080
                       East and 4 955 480 North;

                  (d)  300 metres from the edge of Round Pond, (also known as
                       Flat Iron Pond), which is due east of Herring Cove
                       Heath and the centre of the said pond having
                       approximate UTM coordinates of Zone 19, 672 400 East
                       and 4 954 450 North.

                  (e)  225 metres from the edge of an unnamed pond west
                       northwest of Round Pond, and the centre of the said
                       unnamed pond having approximate UTM coordinates of Zone
                       19, 671 720 East and 4 954 680 North;

                  (f)  225 metres from the edge of Little Round Pond, being
                       southwest of Round Pond, and the centre of the said
                       Little Round Pond having approximate UTM coordinates of
                       Zone 19, 671 720 East and 4 953 600 North; and

                  (g)  130 metres from any camps existing at the date of
                       execution of this agreement.

3.3               Subject to the following subparagraphs, the Lessor shall lease
                  to the Lessee the Permanent Sites on the terms and conditions
                  set forth in a further lease, to be prepared by counsel for
                  the Lessee.

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                                     - 4 -

3.4               The lease term for the Permanent Sites shall be 30 years
                  commencing on the day upon which construction of the Permanent
                  Sites begins.

3.5               The lease for the Permanent Sites shall be executed by the
                  parties to this agreement, however, if for any reason the
                  lease shall not be prepared or executed, this agreement shall
                  apply mutatis mutandis to the lease of the Permanent Sites.

3.6               Notwithstanding anything hereinbefore provided, the Lessor may
                  elect to have the fee simple of the Permanent Sites conveyed
                  to the Lessee, subject to adequate easements and rights of way
                  being provided for in the said conveyances for access to the
                  Permanent Sites and for establishing transmission lines.

                  LESSEE'S COVENANTS.

4.                For the lease of the Permanent Sites, the Lessee shall pay the
                  Lessor as follows:

4.1               For the first three years after commencement of the "operation
                  of the wind farm" on the Permanent Sites, the Lessee shall pay
                  the Lessor annual rent equal to 1.55% of the Lessee's actual
                  annual sale revenue from energy production on the Permanent
                  Sites;

4.2               Commencing at the start of the fourth year after the
                  "operation of the wind farm" commences on the Permanent Sites,
                  and ending at the end of the seventh year after the "operation
                  of the wind farm" commences on the Permanent Sites, the Lessee
                  shall pay the Lessor annual rent equal to 1.9% of the Lessee's
                  actual annual sale revenue from energy production on the
                  Permanent Sites;

4.3               Commencing at the start of the eighth year after the
                  "operation of the wind farm" commences on the Permanent
                  Sites, and ending at the end of the eleventh year after the
                  "operation of the wind farm" commences on the Permanent Sites,
                  the Lessee shall pay the Lessor annual rent equal to 2.2% of
                  the Lessee's actual annual sale revenue from energy production
                  on the Permanent Sites;

<PAGE>

                                     - 5 -

4.4.              Commencing at the start of the twelfth year after the
                  "operation of the wind farm" commences on the Permanent Sites,
                  and ending at the end of the term of the lease, the Lessee
                  shall pay the Lessor annual rent equal to 2.5% of the Lessee's
                  actual annual sale revenue from energy production on the
                  Permanent Sites;

4.5               For the purposes of this section, "annual sale revenue from
                  energy production" means gross annual revenue generated by
                  power produced less cost of power consumed by the Lessee in
                  connection with the operation of the wind farm;

4.6               In the event that the Lessee receives additional revenue for
                  the sale of Co(2) emission reduction credits which do not form
                  an integral part of any power purchase agreement or other
                  sales agreement that the Lessor might have with a customer,
                  (the "CO(2) Credit Revenue"), the Lessee shall pay to the
                  Lessor, as annual rent, a percentage of the CO(2) Credit
                  Revenue at the same rates as set out in paragraphs 4.1 to 4.4
                  hereof as if the CO(2) Credit Revenue was actual annual sale
                  revenue from energy production on the Permanent Sites;

4.7               In the event that the Lessee, a subsidiary thereof, an
                  affiliated corporation thereof, or a related company thereof
                  as that term is known and defined in the Income Tax Act
                  (Canada), should, prior to June 1, 2007, begin construction of
                  a wind farm on the Island of Grand Manan on property not owned
                  by the Lessor, (the "Additional Wind Farm"), the Lessee agrees
                  to pay to the Lessor a percentage of the actual annual sale
                  revenue from energy production on the Additional Wind Farm at
                  the same rates as set out in paragraphs 4.1 to 4.4 hereof; and

4.8               In the event that the Lessor elects to have the fee simple of
                  the Permanent Sites conveyed to the Lessee as provided for in
                  paragraph 3.6 hereof, all payments to be made by the Lessee to
                  the Lessor pursuant to this paragraph 4 shall be deemed to be
                  remuneration for access to the Permanent Sites, rather than
                  rent, and the payments shall continue, rather than terminate
                  for so long as the wind farm is operated by the Lessee or
                  until this agreement is otherwise terminated. In the event
                  that the fee simple of the Permanent Sites is so conveyed,
                  this agreement shall apply mutatis mutandis to the operation
                  of the Permanent Sites.

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                                     - 6 -

4.9               Rent payable by the Lessee to the Lessor for the Permanent
                  Sites shall be paid on the same schedule as the payments
                  received by the Lessee from its customers, and the Lessee
                  shall pay the Lessor when payment is received by the Lessee
                  from its customers. In the event that the Lessee fails to pay
                  the Lessor within 30 days from the date that the Lessee
                  receives payment from a customer, the Lessor may:

                  (a)  suspend the Lessee's right of access to the Permanent
                       Sites until such time as all arrears are paid; and

                  (b)  obtain judgment for any amounts due and owing; and

                  (c)  obtain injunctive relief which relief the Lessee
                       acknowledges is fair and reasonable.

4.10              The Lessee shall use the Permanent Sites only for the purpose
                  of operating a wind farm.

4.11              The Lessee shall pay all taxes, in respect of the Leased
                  Property, accruing by virtue of the Real Property Tax Act,
                  R.S.N.B, 1973, c. R-2.

4.12              The Lessee shall maintain in full force and effect liability
                  insurance in respect to the Permanent Sites and the Lessee's
                  operations thereon which insurance shall have minimum coverage
                  per occurrence in such amount as required by the Lessee's
                  financier or in such amount as is maintained by the Lessor in
                  its comprehensive general liability policy, whichever is
                  greater and the Lessee shall indemnify and save harmless the
                  Lessor from all liability and claims accruing to and arising
                  against the Lessor in connection with the Lessee's
                  construction and operation of the Test Site and the Lessees'
                  construction and operation of the wind farm on the Permanent
                  Sites. In respect of the Test Site and the Lessee's operations
                  thereon, during the time period that the Test Site is operated
                  as such, the Lessee shall maintain in full force and effect
                  liability insurance which insurance shall have minimum
                  coverage per occurrence of $1,000,000.00.

4.13              To the extent that the Leased Property is leased and not
                  conveyed absolutely to the Lessee, during the construction
                  phase on the Test Site and the Permanent Sites, the Lessee
                  shall provide to the Lessor satisfactory evidence of
                  performance and/or labour and material bonds.
<PAGE>

                                     - 7 -

4.14              In respect of roads, either already existing at the
                  commencement of the term of this agreement or to be
                  constructed in accordance with the terms and conditions of
                  this agreement, which will in whole or part provide access to
                  the Leased Property, the Lessee shall forthwith repair any
                  damage caused by the Lessee, its servants and agents, to a
                  state of repair comparable to that which existed prior to the
                  occurrence of the damage.

4.15              With respect to roads not already existing at the commencement
                  of the term of this agreement, to be constructed in accordance
                  with the terms and conditions of this agreement and providing
                  access to the Leased Property, (the approximate location of
                  which is set forth in the sketch annexed to this agreement as
                  Schedule "B", and are hereinafter referred to as the "Access
                  Roads"), the parties hereto agree that the Access Roads which
                  are for the sole benefit of the Lessee are the three
                  kilometers of road shaded blue on Schedule "B", and shall be
                  constructed at the sole expense of the Lessee. The 17.5
                  kilometers of Access Roads shaded in magenta on Schedule "B"
                  are for the mutual benefit of the parties hereto and shall be
                  constructed to the same standard as the Lessor's existing
                  roads on Grand Manan Island, (the "Road Standard"). The Lessor
                  shall construct all such Access Roads to the Road Standard and
                  the Lessee shall reimburse the Lessor at the rate of $5,000.00
                  for each kilometer of Access Road constructed by the Lessor.
                  If either party requires construction of Access Roads to a
                  higher standard than the Road Standard, the party requiring
                  the higher standard shall pay the additional construction
                  costs.

4.16              The Lessee's obligation to solely pay for or to contribute to
                  the cost of construction or upgrading roads shall not arise in
                  the event that construction on the Permanent Sites does not
                  take place by the time fixed in this agreement.

4.17              In the event that the Lessee determines that it does not
                  require 17.5 kilometers of roads of mutual benefit, the Lessee
                  will only be obligated to contribute to the construction cost
                  of roads of mutual benefit actually required by it, but in no
                  event shall the total length of roads of mutual benefit be
                  less than the following:

                  (a)  if ail Permanent Sites are located South of Dark Harbour
                       road then the Lessee will be obligated to contribute to
                       the construction cost of a minimum of 12.5 kilometers of
                       roads.

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                                     - 8 -

                  (b)  if all Permanent Sites are located North of Dark Harbour
                       road then the Lessee will be obligated to contribute to
                       the construction cost of a minimum of 12.5 kilometers of
                       roads.

                  (c)  if the Permanent Sites are located both South and North
                       of Dark Harbour road then the Lessee will be obligated to
                       contribute to the construction cost of a minimum of 17.5
                       kilometers of roads.

4.18              The 2.5 kilometers of roads shaded green on Schedule "B" are
                  existing roads in respect of which the lessee requires
                  upgrading, which upgrading shall be carried out at the sole
                  expense of the Lessee.

4.19              The Lessee shall construct with due diligence and dispatch all
                  structures required for the Lessee's operation and shall
                  maintain same in a good state of repair.

4.20              At the end of the lease term or in the event of earlier
                  termination of this Agreement, the Lessee shall remove all
                  equipment and structures and shall restore the Leased Property
                  to such state of repair as is reasonably required by the
                  Lessor. However, in no event shall removal of equipment and
                  structures exceed a soil depth of twelve inches.

4.21              The Lessee shall pay the rates and charges for all heat,
                  light, power and water or other public utilities supplied to
                  the Leased Property for the Lessee's operation of the wind
                  farm.

4.22              The Lessee shall operate the wind farm in a businesslike
                  manner.

4.23              The Lessee shall procure all necessary permits and licenses
                  required for the operation of the wind farm.

4.24              The Lessee shall prevent all unnecessary waste, loss or damage
                  to the Lessor's Property.

4.25              The Lessee shall construct the wind farm with a view to
                  establishing a facility that will produce the greatest amount
                  of power technologically, environmentally and economically
                  possible and, without limiting the generality of the
                  foregoing, if all of the Permanent Sites have not been
                  developed by June 1, 2007, those Permanent Sites not developed
                  shall be surrendered or reconveyed by the Lessee to the
                  Lessor.

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                                     - 9 -

4.26              The Lessee shall grade once annually, all roads intended for
                  the use and enjoyment of both the Lessor and Lessee. Any
                  additional grading or maintenance of all such roads shall be
                  carried out and paid for by the party requiring such
                  maintenance.

4.27              During the term of this Agreement, no less than 50% of the
                  Lessee's directors shall be permanent New Brunswick residents.

4.28              During the term of this agreement, the Lessee shall allow Paul
                  Woodhouse, Tom Vihvelin and Darlene Gillis, (the
                  "Principals"), to provide their input into the design,
                  construction and operation of the wind farm, and to ensure,
                  subject to their satisfactory performance and their
                  willingness to act, that the Principals occupy executive
                  positions with the Lessee.

4.29              The Lessee shall in connection with the construction of the
                  wind farm on the Leased Property use local labour whenever it
                  is reasonably possible.

4.30              The Lessee shall provide the Lessor with copies of all
                  agreements for the sale of power that the Lessee enters into
                  with its customers.

4.31              The Lessee shall provide the Lessor with copies of its audited
                  annual financial statements each fiscal year.

                  LESSOR'S COVENANTS.

5.1               The Lessor shall lease to the Lessee the Test Site on a rent
                  free basis.

5.2               The Lessor shall allow the Lessee quiet enjoyment of the
                  Leased Property.

5.3               The Lessor shall grant rights of way in form satisfactory to
                  counsel for the Lessee, over all roads, either existing at the
                  commencement of the term of this lease or to be constructed in
                  accordance with the provisions hereof, to enable the Lessee to
                  obtain access to the Leased Property for purposes related to
                  the construction, operation and maintenance of the wind farm.
                  The Lessee's right of access under the rights of way shall be
                  limited to this purpose only and for greater clarity shall not
                  include access for any other commercial or recreational
                  purpose.

<PAGE>

                                     - 10 -

5.4               The Lessor shall comply with paragraph 4 with regard to
                  construction of Access Roads.

5.5               The Lessor shall provide to the Lessee and to all other
                  parties designated by the Lessee such rights-of-way and
                  easements as may be reasonably required for electrical
                  transmission and distribution systems, specifications and
                  standards for which access shall be determined upon completion
                  of engineering studies and design. It is agreed and understood
                  that where possible, transmission lines shall be buried
                  underneath roadways. However, with the mutual consent of the
                  parties, alternate routes or methods may be used.

5.6               The Lessor shall grade once annually, all roads intended for
                  the use and enjoyment of both the Lessor and Lessee. Any
                  additional grading or maintenance of all such roads shall be
                  carried out and paid for by the party requiring such
                  maintenance.

5.7               For more certainty with respect to the covenant for quiet
                  enjoyment, the Lessor shall not do any act designed to or
                  having the effect of in any way impeding or decreasing the
                  output or efficiency of the wind farm and in particular shall
                  not:

                  (a)  within a radius of twenty (20) meters of the situs of
                       any tower, (the "Leased Property"), erect, construct,
                       place any object or in any way, block, limit or obstruct
                       access to the tower or equipment;

                  (b)  within a radius of one hundred and thirty (130) meters of
                       the situs of any tower, (the "Safety Zone"), erect,
                       construct or place any object or structure, either on a
                       permanent or a temporary basis, natural vegetation
                       excluded; and

                  (c)  within a 900 meter radius of the situs of any tower, (the
                       "Interference Zone"), erect, construct or place any
                       object or structure, temporary or otherwise, that exceeds
                       a height of 15.2 meters in elevation above the existing
                       topography where the base of the structure is located.
<PAGE>

                                     - 11 -

5.8               The rights granted to the Lessee hereunder shall be exclusive
                  to the Lessee, its successor and assigns, and the Lessor shall
                  not, during the term of this agreement or any subsequent lease
                  of the Permanent Sites, grant to any other person or
                  corporation rights similar to those granted hereunder or any
                  subsequent lease of the Permanent Sites. This prohibition
                  shall apply to properties either now or hereafter owned or
                  under the control of the Lessor within the geographic area of
                  Grand Manan Island.

5.9               It is acknowledged and understood that the Lessor will, from
                  time to time, access the Permanent Sites for purposes of
                  harvesting timber. In that regard, in the event of loss or
                  damage to persons or property occasioned by the acts or
                  omissions of the Lessor, its servants and agents, wherever
                  occurring, the Lessor shall indemnify and save harmless the
                  Lessee in respect of all liability and claims accruing to and
                  arising against the Lessee. The Lessor shall maintain in full
                  force and effect, at all material times hereto, liability
                  insurance in respect of the Permanent Sties and the Lessor's
                  operations thereon.

                  GENERAL.

6.1               This agreement shall terminate effective June 1, 2003 in the
                  event that a meteorological study tower is not erected on the
                  Test Site by June 1, 2003.

6.2               This agreement shall terminate effective June 1, 2005 in the
                  event that construction on the Permanent Sites has not
                  commenced by June 1, 2005.

6.3               The Lessee shall have two years from the termination of the
                  Lease to remove all equipment and structures from the Leased
                  Property and to restore the Leased Property to the standard
                  hereinabove described. In the event that all such equipment
                  and structures are not so removed by the Lessee within two
                  years, any remaining equipment and structures shall become the
                  property of the Lessor and the Lessor may then dispose of any
                  such equipment and structures as it sees fit.

6.4               For greater certainty, upon termination of this Agreement, the
                  parties hereto shall be released from their obligations under
                  this Agreement except the Lessee's obligation to remit unpaid
                  amounts due to the Lessor prior to the termination of the
                  Agreement and the Lessee's obligation to remove equipment and
                  structures from the Permanent Sites as hereinabove set out.

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                                     - 12 -

6.5               It is understood and agreed that all timber on the Leased
                  Property remains the property of the Lessor and the Lessor
                  shall have the sole and exclusive right to harvest said
                  timber, which harvesting of timber shall take place at such
                  times and in such a manner so as to not interfere with the
                  operation of the wind farm.

6.6               The provisions hereof are in lieu of all covenants and powers
                  implied by the Landlord and Tenant Act, R.S.N.B. 1973, c. L-l.
                  The covenants and powers are expressly excluded and the
                  provisions of this Lease are to be read without reference to
                  the Landlord and Tenant Act.

6.7               The Lessee may at any time assign this agreement or sublet the
                  Leased Property in its entirety, but the Lessee shall not
                  assign or sublet any portion of this agreement or any portion
                  of the Leased Property.

6.8               Any dispute arising with respect to the interpretation of this
                  agreement shall be submitted to arbitration, which arbitration
                  proceedings shall be conducted by a single arbitrator in
                  accordance with the Arbitration Act, R.S.N.B. 1992,c. A-10.1.

6.9               This Agreement shall enure to the benefit of and be binding
                  upon the parties hereto and their respective successors and
                  assigns.

         IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first herein above written.

[STAMP OF H. J. CRABBE & SONS LTD.]

                                          H. J. CRABBE & SONS LTD.

                                          Per: -s- Donald Crabbe
                                               -----------------------------
                                               Donald Crabbe - President

                                          EASTERN WIND POWER INC.

                                          Per: -s- Paul Woodhouse
                                               ------------------------------
                                               Paul Woodhouse - President

<PAGE>

                                  SCHEDULE "B"

                                      [MAP]

<PAGE>

                                     - 13 -

                                  SCHEDULE "A"

                         Legal Description of Test Site

ALL that certain lot, piece or parcel of land situate, lying and being in the
Parish of Grand Manan, in the County of Charlotte and Province of New Brunswick,
known and described as Lot 02-1 as shown on a Plan of Survey, entitled "Plan of
Survey, Showing Lands to be Leased from H. J. Crabbe & Sons Ltd. Property, Lot
02-1, West of Grand Harbour, Parish of Grand Manan, County of Charlotte,
Province of New Brunswick", dated October 4, 2002, prepared by Welch Surveys
Ltd., per Trevor F. Welch, N.B.L.S., approved for registration by Development
Officer, Village of Grand Manan, dated ___________________________, 2002, and
filed in the Office of the Registry of Deeds in and for the County of Charlotte
on _______________________________, 2002.

<PAGE>

PROVINCE OF NEW BRUNSWICK

COUNTY OF CARLETON

                  I, DONALD CRABBE, of Bristol, in the County of Carleton and
Province of New Brunswick, MAKE OATH AND SAY THAT:

1.                I am the President of H. J. Crabbe & Sons Ltd., (the
"Corporation") and as such I have personal knowledge of the matters herein
deposed to except where otherwise stated.

2.                The signature "Donald Crabbe" subscribed to the foregoing
indenture as the President of the Corporation is my signature.

3.                The seal affixed to the said indenture purporting to be the
seal of the Corporation is the seal of the Corporation and was affixed by me by
order of the board of directors of the Corporation.

4.                The President of the Corporation is an officer of the
Corporation duly authorized to execute documents for and on behalf of the
Corporation.

SWORN TO BEFORE ME at                   )
Florenceville, in the County of         )
Carleton and Province of New            )
Brunswick, this 6th day of              )      -s- Donald Crabbe
December, 2002                          )      ---------------------
                                        )      Donald Crabbe
-s- [ILLEGIBLE]                         )
----------------------------------------
A Commissioner of Oaths,
  Being a Solicitor

<PAGE>

PROVINCE OF NEW BRUNSWICK

COUNTY OF CARLETON

                  I, PAUL WOODHOUSE, of Quispamsis, in the County of Kings and
Province of New Brunswick, MAKE OATH AND SAY THAT:

1.                I am the President of Eastern Wind Power Inc., (the
"Corporation") and as such I have personal knowledge of the matters herein
deposed to except where otherwise stated.

2.                The signature "Paul Woodhouse" subscribed to the foregoing
indenture as the President of the Corporation is my signature.

3.                The seal affixed to the said indenture purporting to be the
seal of the Corporation is the seal of the Corporation and was affixed by me by
order of the board of directors of the Corporation.

4.                The President of the Corporation is an officer of the
Corporation duly authorized to execute documents for and on behalf of the
Corporation.

SWORN TO BEFORE ME at                        )
City of Saint John, in the County of         )
Saint John and Province of New               )      -s- Paul Woodhouse
Brunswick, this 7th day of                   )      ------------------
December, 2002.                              )      Paul Woodhouse
                                             )
-s- [ILLEGIBLE]                              )
----------------------------
A Commissioner of Oaths,
Being a solicitor