OPTION AGREEMENT

OPTION AGREEMENT

This OPTION AGREEMENT dated the 27th day of August, 2007.

B E T W E E N :

LOWER LAKES TOWING LTD., a corporation organized and existing under

the laws of Canada, having its registered office at 625 Main Street,

Port Dover, ON N0A 1N0

(herein referred to as "Lower Lakes")

OF THE FIRST PART,

- and -

VOYAGEUR MARITIME TRADING INC., a corporation organized and existing

under the laws of the Province of Ontario, having its registered

office at #576 Highway #20, Fenwick, ON L0S 1C0 on its behalf and on

behalf of the registered owner of the "Maritime Trader"

(herein referred to as "Voyageur ")

OF THE SECOND PART.

RECITALS

A. Voyageur is the beneficial and registered holder of all right, title and

interest in the vessel "Maritime Trader" as described in greater particularity

on Schedule A attached (the "Vessel").

B. Voyageur has agreed to grant to Lower Lakes an option to purchase the Vessel

on the terms and conditions set forth herein.

C. Voyageur has agreed to grant Lower Lakes a Right of First Offer (as defined

herein) with respect to the purchase of the Vessel during the ROFO Term (as

defined herein) on the terms and conditions set forth herein.

D. Voyageur has entered into a credit agreement (as amended, supplemented,

restated or modified, the "Credit Agreement") of even date herewith with GE

Canada Finance Holding Company ("GE") among others; and

E. Lower Lakes has given to GE its guarantee (the "Guarantee") of up to

$1,250,000 of the indebtedness of Voyageur under the Credit Agreement.

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FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which is

hereby acknowledged, the parties agree as follows:

1. INTERPRETATION

1.1 Headings. The headings used in this Option Agreement are solely for

convenience of reference and do not affect the interpretation of it or define,

limit or construe the contents of any provision hereof.

1.2 Number and Gender. Words importing the singular number will include the

plural and vice versa, words importing the neuter, masculine or feminine gender

will include the other genders, and words importing persons will include firms

and corporations and vice versa.

1.3 Interpretation. The verb "will" shall have a mandatory connotation,

indicating the parties' respective obligations to each other.

1.4 List of Schedules. The following schedules are attached hereto and form a

part of this Option Agreement:

Schedule A: Description of Vessel

2. OPTION TO PURCHASE

2.1 Option. Voyageur hereby grants to Lower Lakes the irrevocable right and

option (the "Option") exercisable in accordance with the terms of this Agreement

to purchase the Vessel, free and clear of any and all liens, defects,

liabilities, statutory right of arrest, claims by suppliers, charges or

encumbrances of any nature or kind whatsoever, whether written or oral, direct

or indirect against the Vessel ("Encumbrances") upon the terms and conditions

set forth more particularly in this section 2.

2.2 Price. The option price (the "Option Price") will be determined as

follows:

(a) if the Option becomes exercisable prior to January 1, 2012 pursuant

to the provisions of section 2.7 hereof, then the Option Price will

be the amount of Voyageur's outstanding indebtedness under the

Credit Agreement as at the Early Option Date provided for in section

2.7, less the amount of any other Encumbrances (together with

related fees and expenses) which are undischarged at the closing of

the purchase transaction initiated by the exercise of the Option;

(b) if at any time before the closing of the purchase transaction

initiated by the exercise of the Option, GE has drawn on the Letter

of Credit or the Guarantee, then the Option Price will be the lesser

of: (i) Three Million Seven Hundred and Fifty Thousand Dollars (CAD

$3,750,000), and (ii) the amount of Voyageur's outstanding

indebtedness under the Credit Agreement less the amount of any other

Encumbrances (together with related fees and expenses) which are

undischarged at the closing of the purchase transaction initiated by

the exercise of the Option; or

(c) if the Option is exercised pursuant to any of the provisions herein,

other than the circumstances contemplated by (a) and (b) above, then

the Option Price will be Five Million Dollars (CAD$5,000,000), less

the amount of any Encumbrances (together with related fees and

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expenses) which are undischarged at the closing of the purchase

transaction initiated by the exercise of the Option

provided that, to the extent amounts referable to undischarged Encumbrances are

not paid by Lower Lakes at a closing as contemplated in subsection 2.2(a), (b)

or (c) above, Lower Lakes will forthwith assume responsibility for such

Encumbrances and will make commercially reasonable efforts to pay and discharge

such Encumbrances as soon as reasonably practicable, and will promptly notify

Voyageur thereof.

2.3 Option Start Date. The commencement date of the Option will be the earlier

of January 1, 2012 and the Early Option Date as hereinafter defined (the "Option

Start Date").

2.4 Option Term. The Option with respect to the Vessel will be exercisable

from and after the Option Start Date up to and including December 31, 2017 (the

"Option Period"). At the end of the Option Period, the Option granted hereunder

will expire and will be no longer exercisable.

2.5 Terms of Sale. The parties agree that the terms of sale will be in

accordance with the then current version of the Norwegian Saleform published by

the Norwegian Ship Brokers Association, modified as may be necessary to reflect

the particulars of the sale transaction (the "Saleform").

2.6 Procedure for Exercise of Option. During the Option Period, Lower Lakes

may exercise the Option by providing notice in writing of such exercise to

Voyageur addressed to the President at the address shown in section 9 (the

"Notice"), to which Notice will be attached a Saleform with respect to the

Vessel (the "Option Purchase Agreement") executed by Lower Lakes. The Option

Purchase Agreement will stipulate a completion date within no less than twenty

(20) days of the date of the Notice and no more than ninety (90) days

thereafter. Delivery of the Option Purchase Agreement as aforesaid by Lower

Lakes will constitute a valid exercise of the Option and will be an agreement

binding on Voyageur without any further action by Voyageur; Voyageur will

execute and deliver to Lower Lakes a copy of the Option Purchase Agreement

within ten (10) business days after the date of its receipt from Lower Lakes.

Upon closing, in accordance with the provisions of the Option Purchase

Agreement, the parties will comply with the provisions of such agreement,

including, without limitation, delivery by Lower Lakes of payment in full of the

Option Price for the Vessel by certified cheque, bank draft or wire transfer and

delivery by Voyageur of the Vessel in accordance with the terms of the Option

Purchase Agreement.

2.7 Early Option. At any time prior to January 1, 2012, the Option will become

exercisable by Lower Lakes under either of the following circumstances:

(a) if the "Debt Service Coverage Ratio", as such term is defined in the

Credit Agreement, is less than 1.1 to 1.0 on any measurement date

thereunder (other than April 30, 2008, for the purposes of which the

Debt Service Coverage Ratio shall not be less than 0.8 to 1.0,

provided that Voyageur will have established cash reserves

throughout the fiscal quarter of Voyageur ended April 30, 2008 of

not less than $40,000) (the "Default"), then Voyageur will, in each

such instance, forthwith notify Lower Lakes of the date upon which

the Default first occurred (the "Default Date"); if the Default

remains uncured thereafter for greater than sixty (60) days, then

the Option will become immediately exercisable on the day that is

sixty-one (61) days after the Default Date, which date will

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constitute the Early Option Date for the purposes of section 2.3

hereof; or

(b) notwithstanding the foregoing clause (a), if GE delivers a "Trigger

Notice" pursuant to the Guarantee, then the Option will become

immediately exercisable and the date of the Trigger Notice will

constitute the relevant Early Option Date for the purposes of

Section 2.3 hereof.

In furtherance of the foregoing, Voyageur will at all relevant times promptly

furnish Lower Lakes with copies of all financial reports it provides to GE at

any time and from time to time.

3. RIGHT OF FIRST OFFER TO PURCHASE

3.1 ROFO. Voyageur hereby grants to Lower Lakes an ongoing right of first

offer (the "Right of First Offer") to purchase the Vessel at the Option Price

determined in accordance with section 2.2, as applicable, should Voyageur at any

time during the period which will extend from the date hereof up to and

including the last day of the Option Period (the "ROFO Term") elect to sell the

Vessel to any party other than Lower Lakes.

3.2 Procedure for Offer. If at any time or from time to time Voyageur receives

an offer to purchase the Vessel from a third party dealing at arm's length (as

such term is defined in the Income Tax Act (Canada)) with Voyageur (the "Third

Party"), which it wishes to accept, Voyageur will notify Lower Lakes by written

notice (the "Third Party Offer Notice"). Pursuant to such Third Party Offer

Notice, Voyageur will offer to sell the Vessel to Lower Lakes at the Option

Price and such Third Party Offer Notice will be accompanied by a completed

Saleform executed by Voyageur (the "ROFO Purchase Agreement"), which ROFO

Purchase Agreement will provide for a closing date which will in no event be

less than sixty (60) days following the effective date of the ROFO Purchase

Agreement and no more than ninety (90) days thereafter.

3.3 Procedure for Acceptance. If