THE CORPORATION OF THE TOWN OF MARKHAM

RESOLUTION

RE:  POWERSTREAM INC. NEW OPERATIONS CENTRE

Moved By:

Seconded By:

WHEREAS PowerStream Management has recommended to its Board of Directors that it move to one operation centre to service PowerStream’s existing service territory;

AND WHEREAS at its meeting of April 25, 2008, PowerStream’s Board of Directors approved a recommendation authorizing PowerStream’s Management to finalize negotiations with JAXX Corporation (Atlas) for the lease and purchase option of a new

operations centre and for the purchase of adjacent land for a new transformer station, subject to Shareholder approval;

AND WHEREAS the Shareholders Agreement (“Shareholders Agreement”) between The Corporation of the Town of Markham, Markham Energy Corporation, The Corporation of the City of Vaughan and Amalco Hydro Distribution Inc., dated June 1, 2004, as amended, provides in Section 2.05 that the Corporation shall maintain two (2) operations centres, together with two (2) store front customer service centres, one to be located in each of Markham and Vaughan;

AND WHEREAS Section 5.03 of the Shareholders Agreement provides that an amendment to the Shareholders Agreement requires agreement in writing, duly executed by all parties to the Shareholders Agreement;

IT IS THEREFORE RESOLVED THAT The Corporation of the Town of Markham approves an amendment to Section 2.05 of the Shareholders Agreement so that it reads as follows:

“The head office and registered office of the Corporation shall be located in one of the municipalities where the Business is conducted.  In addition, the Corporation shall maintain one or more operation centre(s) within PowerStream’s service territory, one of which shall be located within Markham or Vaughan, and shall maintain two store front customer service centres, one to be located in each of Markham and Vaughan, Ontario.”