1. EFFECTIVE DATE

1.1 The effective date (the Effective Date) of this Employment Agreement (the Agreement) shall be August 1, 2006.

2. PARTIES

2.1 The parties to this Agreement shall be:

(a)

North American Energy Partners Inc. (NAEPI), a federal corporation extra-provincially registered in Alberta and located at Zone 3 Acheson Industrial Area 2, 53016 Hwy 60, Acheson, Alberta T7X 5A7 Canada

and

(b)

Rodney John Ruston, an individual, residing at 405 10855 Saskatchewan Drive, Edmonton, Alberta, T6E 6T6, Canada (the Executive)

3. TITLE

3.1 The position title shall be President & CEO.

4. RECITALS

	(A)		The Executive is an executive and employee of NAEPI.
	(B)		The Executive wishes to remain employed with NAEPI, and NAEPI wishes the Executive to continue in the position of President & CEO, and such other executive positions and titles that the Executive may hold in future with NAEPI and the NAEPI Group.
	(C)		The parties want to outline and confirm the terms and conditions of their employment relationship in this Agreement.

5. DEFINITIONS

5.1 In this Agreement, the following words shall have the following meaning:

		Affiliate		Means when used to indicate a relationship with Person, the same as is set forth in the Securities Act (Alberta).
		Board		Means the board of directors of NAEPI.
		Change of Control		Means a Change of Control as defined in the Share Option Plan.

		Intellectual Property		Means all ideas, inventions, discoveries, processes, designs, methods, substances, articles, computer programs and improvements, whether or not patentable or copyrightable, which the Executive discovers, conceives, invents, creates or develops, alone or with others, during the time he is employed with NAEPI.
		NAEPI Executive		Means the named executive of NAEPI.
		NAEPI Group		Means NAEPI, NACG Preferred Corp., NACG Holdings Inc. and their Affiliates.
		Person		Means any individual, corporation, limited liability corporation, limited or general partnership, joint venture, association, joint stock corporation, trust, plan, unincorporated organization or government or any agency or political subdivisions thereof.
		Share Option Plan		Means the NAEPI Amended and Restated 2004 Share Option Plan, as amended from time to time.
		Start Date		Means May 9, 2005.
		Termination Date		Means the Executives last day actively at work for NAEPI, regardless of the reason for cessation of employment.

6. INTERPRETATION

6.1 Headings are for convenience only and do not affect or contribute to the interpretation of this Agreement.

6.2 NAEPI includes the successors and assigns of NAEPI and any corporation with which it may be amalgamated and any corporation formed under its reconstruction.

6.3 A reference to an Act includes a reference to that Act as amended from time to time and if that Act is repealed and replaced by another Act, that replacement Act in substitution for the original Act.

7. APPOINTMENT & TERM

7.1 As of the Effective Date, NAEPI shall continue to employ the Executive as President & CEO of NAEPI, and the Executive agrees to continue his employment with NAEPI on the terms and conditions set out in this Agreement.

7.2 This Agreement and the Executives employment with NAEPI shall continue until May 8, 2010, unless earlier terminated in accordance with Clause 13 of this Agreement. If the Executives employment with NAEPI is not terminated prior to May 8, 2010, NAEPI may offer to extend employment to the Executive on the same terms as contained in this Agreement, or on such other terms as agreed upon between the parties. If such an offer of continued employment is not made by NAEPI and/or accepted by the Executive, the Executives employment and this Agreement shall terminate on May 8, 2010.