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)

Vincent Jean Gallant, an individual, residing at #202, 10010 119 Street, Edmonton, Alberta, T5K 1Y8 (the Executive)

3. TITLE

3.1 The position title shall be Vice President, Corporate.

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 Vice President, Corporate, 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.
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.
President		Means the President and CEO from time to time of NAEPI or such other person appointed by the Board for the purposes of this Agreement. Means January 1, 1997.
Share Option Plan		Means the NAEPI Amended and Restated 2004 Share Option Plan, as amended from time to time.
Start Date		Means January 1, 1997.
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 Vice President, Corporate 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 indefinitely until terminated in accordance with Clause 13 of this Agreement.

8. RESPONSIBILITIES OF THE EXECUTIVE

8.1 The Executive shall serve the NAEPI Group in the capacity of Vice President, Corporate and shall perform the duties on a full-time basis as particularized in the attached Schedule 1, and as determined from time to time by the President. The Executive agrees to assume, for no additional compensation, such titles and responsibilities as are directed with respect to the other entities in the NAEPI Group. The Executive acknowledges and understands that the business of the NAEPI Group may change from time to time, and that the duties of the Executive may also change from time to time.

8.2 The Executive agrees that he shall use his best efforts to promote the interests of the NAEPI Group, and shall duly and diligently perform all the duties assigned to him while in the employ of NAEPI.