0001044764-05-000075 Sample Contracts

OFFER TO PURCHASE AND INTERIM AGREEMENT
Offer to Purchase and Interim Agreement • April 15th, 2005 • Fact Corp • Food and kindred products • Alberta

The Purchaser hereby Offers to Purchase from the Vendor the lands together with all existing improvements and chattels of the Vendor used for or in connection with the maintenance and operation of the building as at the date of this Offer (the lands and the buildings and chattels being hereinafter collectively referred to as the "Property") legally described as:

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Removal of Conditions and Amending Agreement February 25, 2005 -between- FACT CORPORATION (Vendor) -and- CALFRAC WELL SERVICES LTD. (Assigned Purchaser)
Amending Agreement • April 15th, 2005 • Fact Corp • Food and kindred products

Further to an Offer to Purchase dated December 17, 2004 from Matco Investments Ltd. or Nominee (Purchaser), to Fact Corporation (Vendor); and further to Fact Corporation’s letter of response dated December 21, 2004; and further to the conditional acceptance letter dated December 22, 2004; and further to the Assignment letter dated December 22, 2004, in which the Agreement to Purchase was assigned from Matco Investments Ltd. to Calfrac Well Services Ltd.;

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