UNANIMOUS
      SHAREHOLDERS AGREEMENT

     

    This
      Unanimous Shareholders Agreement (this “Agreement”) is entered into August 3,
      2007 (the “Effective Date”) by and among Access Energy Inc., a corporation
      incorporated in Ontario (the “Company”), Blacksands Petroleum, Inc., a Nevada
      corporation (“Blacksands”), and H. Reg. F. Burden (the “Current Access
      Shareholder”). The Current Access Shareholder and Blacksands, together with any
      subsequent holders of Common Shares (as defined below) that become parties
      to
      this Agreement, are collectively referred to herein as the "Shareholders."
      The
      addresses of the Company, Blacksands and the Current Access Shareholder as
      of
      the date of this Agreement (“Current Shareholders”) are listed on Exhibit A
      hereto.

     

    RECITALS

     

    1.
       The
      Company intends to explore for and develop unconventional and conventional
      oil
      and gas reserves.

     

    2.
       Exhibit
      B
      sets forth each Shareholder’s Name and number of Common Shares owned by it.
      Schedule B may be amended from time to time as Shareholders and shareholdings
      change.

     

    3.
       As
      of the
      date hereof, the Corporation is issuing and selling six hundred (600) shares
      of
      Common Shares to Blacksands (collectively, the "Blacksands Shares") pursuant
      to
      a Common Share Purchase Agreement by and among Blacksands and the Company of
      even date herewith (the "Share Purchase Agreement").

     

    4.
       The
      execution and delivery of this Agreement is a condition to the closing of the
      issuance and sale of the Blacksands Shares pursuant to the Share Purchase
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual premises set forth above and the
      covenants set forth herein and for other good and valuable consideration, the
      receipt and adequacy of which are hereby acknowledged, the parties hereto agree
      as follows:

     

    ARTICLE
      1

     

    DEFINITIONS

    


    (a)
      "Affiliate"
      means


    


    (i)
      with
      respect to any individual, (A) a spouse or descendant, through blood or
      adoption, of such individual, (B) any trust, family partnership or limited
      liability company whose beneficiaries shall primarily be such individual and/or
      such individual’s spouse and/or any Person related by blood or adoption to such
      individual or such individual’s spouse, and (C) the estate or heirs of such
      individual);

    


    (ii)
      with
      respect to any Person that is not an individual, any other Person that, directly
      or indirectly through one or more intermediaries Controls, is Controlled by,
      or
      is under common Control with, such Person and/or one or more Affiliates thereof.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iii)
      with respect to the Current Access Shareholder, those persons described in
      clause (i) above and those persons to whom he has transferred Shares pursuant
      to
      the proviso contained in Section 2.3.1; and 

    


    (iv)
      with
      respect to Blacksands, those persons described in clause (ii) above and those
      persons to whom it has transferred Shares pursuant to the proviso contained
      in
      Section 2.3.1.

    


    (b)
      "Annual
      Plan"
      means,
      for each fiscal year of the Company, an annual updated consolidated business
      and
      strategic budget and plan (which budget and plan shall specify which line items
      are operational items and which line items are strategic items), including
      cash
      flow and other financial projections (setting forth in detail the assumptions
      therefor) on a monthly basis for the Company for the applicable fiscal year
      of
      the Company. The Annual Plan for each year will also contain performance
      criteria for employee bonuses for such year. 

     

    (c)
      "Applicable
      Law"
      means,
      in respect of any Person, property, transaction or event, any domestic or
      foreign statute, law (including the common law), ordinance, rule, regulation,
      treaty, restriction, regulatory policy, standard, code or guideline, by-law
      (zoning or otherwise) or Order that applies in whole or in part to such Person,
      property, transaction or event;

    


    (d)
      "Blacksands
      Rights Period"
      means
      any period during which Blacksands (i) directly or indirectly holds at least
      thirty percent (30%) of the issued and outstanding Common Shares (calculated
      in
      accordance with Section 2.6 and as adjusted for any share splits, reverse share
      splits, share dividends, recapitalizations and the like) or (ii) is required
      to
      account for its equity interest in the Company under the equity method of
      accounting under GAAP or under applicable financial reporting requirements
      of
      the Securities and Exchange Commission. 

    


    (e)
      "Board"
      means
      the board of directors of the Company. 

    


    (f)
      "Certificate"
      means
      the Certificate of Incorporation of the Company, as the same may be amended
      from
      time to time. 

    


    (g)
      "Change
      of Control of Blacksands"
      means
      the occurrence of any of the following events: 

    


    (i)
      the
      acquisition, directly or indirectly, by any "person" or "group" (as those terms
      are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act of
      "beneficial ownership" (as determined pursuant to Rule 13d-3 under the Exchange
      Act) of securities entitled to vote generally in the election of directors
      ("voting securities") of Blacksands that represent 50% or more of the combined
      voting power of Blacksands’ then outstanding voting securities; or 

    


    (ii)
      any
      merger, consolidation, reorganization, or business combination or sale or other
      disposition of all or substantially all of Blacksands’ assets, other than any
      such transaction which results in the Blacksands’ voting securities outstanding
      immediately before the transaction continuing to represent (either by remaining
      outstanding or by being converted into voting securities of Blacksands or the
      person that, as a result of the transaction, controls, directly or indirectly,
      Blacksands or owns, directly or indirectly, all or substantially all of
      Blacksands’ assets or otherwise succeeds to the business of Blacksands
      (Blacksands or such person, the "Successor Entity")) directly or indirectly,
      at
      least 50% of the combined voting power of the Successor Entity’s outstanding
      voting securities immediately after the transaction. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (h)
      "Common
      Share"
      means a
      common share of the Company. 

    


    (i)
      "Common
      Share Equivalents"
      means
      securities convertible into, or exchangeable for, or exerciseable into, Common
      Shares. 

    


    (j)
      "Control"
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies (investment or otherwise) of a Person,
      whether through ownership of voting securities, by contract or otherwise.


    


    (k)
      "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder. 

    


    (l)
      “GAAP”
means
      generally accepted accounting principles in the United States.

    


    (m)
      "IPO"
      means
      the sale, in an Underwritten Offering, of Common Shares.

    


    (n)
      "Person"
      shall
      be construed broadly and shall include, without limitation, an individual,
      a
      partnership, a limited partnership, an investment fund, a limited liability
      company, a corporation, an association, a joint stock company, a trust, a joint
      venture, an unincorporated organization, a governmental entity or any
      department, agency or political subdivision thereof and a natural person is
      his
      capacity as trustee, executor, administrator or other legal
      representative.

    


    (o)
      "Securities
      Act"
      means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder. 

     

    (p)
      "Securities
      Laws"
      means
      the securities legislation and regulations of, and the instruments, policies,
      rules, orders, codes, notices and interpretation notes of the applicable
      securities regulatory authority or applicable securities regulatory authorities
      of, the applicable jurisdiction or jurisdictions collectively;

    


    (q)
      "Shareholder’s
      Shares"
      or
      "Shares"
      means
      all Common Shares of the Company now owned or subsequently acquired by a
      Shareholder. 

    


    (r)
      "Shareholder"
      means
      each party to this Agreement (other than the Company) and any other Person
      who
      executes, and agrees to bound by the terms of this Agreement. 

    


    (s)
      "Underwritten
      Offering"
      means a
      registration under the Securities Act, in which securities of the Company are
      sold to an underwriter on a firm commitment basis for reoffering to the public.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (t)
      The
      words "sale,"
      "sell,"
      "transfer"
      and the
      like shall include any disposition by way of transfer with or without
      consideration, to any persons for any purpose and include without limitation,
      public or private offerings. 

    


    ARTICLE
      II

    


    TRANSFERS;
      NOTICE; RIGHT OF FIRST REFUSAL; RIGHT OF CO-SALE

    


    2.1
      General
      Restriction on Shares.
      During
      the term of this Agreement, all of a Shareholder’s Shares shall be subject to
      the terms of this Agreement. No Shareholder shall transfer, sell, assign or
      otherwise dispose (each, a "Transfer") any Shares other than pursuant to the
      terms of this Agreement, and any Transfers in violation of this Agreement shall
      be null and void. All Transfers of Shares shall be subject to compliance with
      Securities Laws, and in the event of a Transfer that is not pursuant to an
      effective registration statement, the Company may require the transferor to
      provide the Company with an opinion of counsel reasonably satisfactory to the
      Company to the effect that such Transfer does not require registration under
      the
      Securities Act or Securities Laws. Without limiting the generality of the
      foregoing, Blacksands shall not Transfer (by way of dividend or otherwise)
      any
      of the Shares held by it to Blacksands’ shareholders if such Transfer would
      cause the Company to become subject to the reporting requirements under the
      Exchange Act or Securities Laws. 

    


    2.2
      Notice
      Provisions; Contents Thereof.
      If any
      Shareholder (each, a "Transferring Shareholder") proposes to Transfer to any
      Person any Shares (the "Transfer Shares") in one or more related transactions,
      then, except as provided in Section 2.7 hereof, the Transferring Shareholder
      shall promptly give written notice (the "Notice") to the other Shareholders
      (collectively, the "Transfer Offerees") and the Company of such proposed
      Transfer. The Notice shall describe in reasonable detail the proposed Transfer
      including, without limitation: (a) the number of Transfer Shares to be
      Transferred; (b) the nature of such Transfer and the amount and form of
      consideration to be paid; (c) the name and address of each prospective purchaser
      or transferee; and (d) any other material terms and conditions upon which such
      Transfer is to be made, along with copies of all material, proposed agreements
      relating to such Transfer, including but not limited to, purchase agreements,
      voting or proxy agreements, and other agreements or documents requested by
      a
      Transfer Offeree. 

    


    2.3
      Right
      of First Refusal.
      

    


    2.3.1
      Within fifteen (15) calendar days of its receipt of the Notice, the Company
      shall notify the Transferring Shareholder and the Transfer Offerees of the
      Company’s intent to purchase some or all of the Transfer Shares at the same
      price and upon the same terms upon which the Transferring Shareholder is
      proposing to dispose of such Transfer Shares, and, subject to Section 2.3.3
      below, the Transferring Shareholder shall sell to the Company the Transfer
      Shares pursuant to such proposed terms. If the Company fails or declines to
      exercise fully its right of first refusal as described in the immediately
      preceding sentence, the Transferring Shareholder shall promptly deliver a notice
      thereof setting forth the number of Transfer Shares that the Company has elected
      not to purchase (the "Transfer Offeree Notice") to the Transfer Offerees, and
      the Transfer Offerees may elect to purchase the Transfer Shares that the Company
      has elected not to purchase at the same price and upon the same terms which
      the
      Transferring Shareholder is proposing to dispose of such Transfer Shares by
      delivering a written notice (an "Acceptance Notice") of such election to the
      Transferring Shareholder within fifteen (15) days of receipt of the Transfer
      Offeree Notice, provided,
      that
      the Current Access Shareholder or the current president of Coniston shall not
      be
      required to sell Transfer Shares to the Company or another Shareholder if the
      proposed Transfer of Transfer Shares is to one or more of the following persons:
      (i) a duly appointed officer of Access, (ii) a duly nominated and elected
      director of Access, or (iii) an individual who provides consulting services
      to
      Access pursuant to a written agreement duly approved by the Board, and
provided,
      further,
      that
      Blacksands shall not be required to sell Transfer Shares to the Company or
      another Shareholder if the proposed Transfer is to one or more of the following
      persons: (i) a duly appointed officer of Blacksands or Access, (ii) a duly
      nominated and elected director of Blacksands or Access, and (iii) individuals
      who provide consulting services to (x) Access pursuant to a written
      agreement duly approved by the Board or (y) Blacksands pursuant to a
      written agreement duly approved by the Board of Directors of
      Blacksands.

     

    
      
        
        

      

      
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    Each
      Transfer Offeree that elects to deliver an Acceptance Notice shall specify
      in
      the Acceptance Notice the number of Transfer Shares that such Transfer Offeree
      is willing to acquire (which may be in excess of (but not less than) such
      Transfer Offeree’s Pro Rata Share). If the Transfer Offerees elect to purchase
      in the aggregate all of the Transfer Shares specified in the Transfer Offeree
      Notice, each such Transfer Offeree so electing shall be entitled and obligated
      to purchase, on the terms set forth in the Notice, a number of Transfer Shares
      equal to the sum of (a) the amount of such Transfer Offeree’s Pro Rata Share of
      Transfer Shares not being purchased by the Company, and (b) to the extent a
      Transfer Offeree elected to purchase more than its Pro Rata Share of Transfer
      Shares not being purchased by the Company, the lesser of (i) such Transfer
      Offeree’s proportionate share of any remaining Transfer Shares to be Transferred
      other than those Transfer Shares to be purchased by accepting Offer Transferees
      pursuant to clause (a) above (based upon the relative Pro Rata Share of each
      Transfer Offeree electing to purchase more than its Pro Rata Share of Transfer
      Shares not being purchased by the Company), or (ii) that number of Transfer
      Shares equal to the number of shares such Transfer Offeree elected to purchase
      minus
      such
      Transfer Offeree’s Pro Rata Share of Transfer Shares not being purchased by the
      Company (it being understood that the allocation procedures contemplated by
      this
      clause (ii) shall be repeated until all Transfer Shares have been allocated).
      Each Transfer Offeree’s "Pro Rata Share" shall mean the ratio, calculated in
      accordance with Section 2.6, of the number of Common Shares of the Company
      held
      by the Transfer Offeree on the date of the Transfer Offeree Notice divided
      by
      the total number of Common Shares of the Company held by all of the Transfer
      Offerees on the date of the Transfer Offeree Notice. 

    


    2.3.2
      Each Transfer Offeree shall be entitled to apportion its Pro Rata Share to
      be
      purchased pursuant to this Section 2.3 among its Permitted Transferees (as
      defined in Section 2.7), provided that the Transfer Offeree notifies the
      Transferring Shareholder of such allocation. 

    


    2.3.3
      In
      the event the Company and/or all or part of the Transfer Offerees, as
      applicable, fail to subscribe for all of the Transfer Shares pursuant to
Section
      2.3.1,
      then
      the Transferring Shareholder shall not be required to sell any of the
      Transferred Shares to the Company or any of the Transfer Offerees and, subject
      to Section 2.4, the Transferring Shareholder may Transfer all (but not less
      than
      all) of the Transfer Shares to third parties at the same price and upon the
      same
      terms and conditions specified in the Notice; provided,
      however,
      that in
      the event such Transfer Shares are not sold within ninety (90) calendar days
      of
      the date of the Notice, such Transfer Shares shall once again be subject to
      the
      right of first refusal and right of co-sale as provided for in Sections 2.3
      and
      2.4 of this Agreement. 

     

    
      
        
        

      

      
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    2.3.4
      Should the purchase price specified in the Notice be payable in property other
      than cash, the Company and/or the Transfer Offerees shall have the option to
      pay
      the purchase price contemplated by Section 2.3 in the form of cash equal in
      amount to the value of such property. If the Transferring Shareholder and the
      Company cannot agree on such cash value within ten (10) days after receipt
      by
      the Company and the Transfer Offerees of the Notice, the valuation shall be
      made
      by an independent appraiser of recognized standing selected by the Transferring
      Shareholder and the Company or, if they cannot agree on an appraiser within
      twenty (20) days after receipt by the Company and the Transfer Offerees of
      the
      Notice, each shall select an independent appraiser of recognized standing and
      the two appraisers shall designate a third independent appraiser of recognized
      standing, whose appraisal shall be determinative of such value. The cost of
      such
      appraisal shall be shared equally by the Transferring Shareholder, on the one
      hand, and the Company and/or the Transfer Offerees (based on the relative
      amounts of Transfer Shares being purchased by the Company and the Transfer
      Offerees), on the other hand. If this Section 2.3.4 is applicable, then the
      time
      periods contemplated by Section 2.3.1 and Section 2.3.3 shall be deemed to
      commence on the date that the valuation contemplated by this Section 2.3.4
      is determined. 

    


    2.4
      Right
      of Co-Sale.
      

    


    2.4.1
      Co-Sale
      Obligations.
      

    


    (a)
      If
      any Shareholder (or a direct or indirect transferee thereof) proposes to
      Transfer to any Person other than a Permitted Transferee (as defined in Section
      2.7) any Transfer Shares in one or more related transactions, and the right
      of
      first refusal set forth in Section 2.3 above was not fully exercised (such
      that
      all Transfer Shares proposed to be transferred will not be Transferred to the
      Company and/or the Transfer Offerees), then the Transferring Shareholder will,
      via written notice, inform the other Shareholders (each, a "Co-Sale
      Shareholder") and the Company of such fact and permit each Co-Sale Shareholder
      to participate in the Transfer of such Transfer Shares at the same price, and
      upon the same terms and conditions specified in the Notice in accordance with
      the provisions of this Section 2.4 herein. Such written notice is hereinafter
      referred to as the "Co-Sale Notice." 

    


    (b)
      The
      Co-Sale Notice: (i) shall specify the number of Transfer Shares to be
      Transferred by the Transferring Shareholder, the sale price, the purchasers
      and
      all other terms of the Transfer; (ii) shall be titled "Co-Sale Notice"; and
      (iii) shall be delivered to each Shareholder and the Company within seven (7)
      calendar days after the Company and all Transfer Offerees exercise or decline
      to
      exercise their right of first refusal, as set forth in Section 2.3 above.


     

    
      
        
        

      

      
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    2.4.2
      Right
      of Co-Sale.
      No
      later than fifteen (15) calendar days after its receipt of the Co-Sale Notice,
      each Co-Sale Shareholder shall notify the Transferring Shareholder of such
      Co-Sale Shareholder’s intent to sell to the prospective purchaser of the
      Transferring Shareholder’s Transfer Shares all or any part of such Co-Sale
      Shareholder’s Co-Sale Allocation (as defined below) pursuant to the terms the
      Transferring Shareholder proposes to Transfer its Transfer Shares. For purposes
      of this Section 2.4.2, each Co-Sale Shareholder’s "Co-Sale Allocation" with
      respect to each Transfer of Transfer Shares by the Transferring Shareholder
      shall be equal to the product obtained by multiplying (a) the total number
      of
      Transfer Shares being Transferred by the Transferring Shareholder by (b) a
      fraction, calculated in accordance with Section 2.6, the numerator of which
      shall be the total number Common Shares of the Company held by such Co-Sale
      Shareholder on the date of the Co-Sale Notice, and the denominator of which
      shall be the total number of Common Shares of the Company held by all Co-Sale
      Shareholders and the Transferring Shareholder on the date of the Co-Sale Notice.
      If such Co-Sale Shareholder elects to Transfer to the prospective purchaser
      all
      or any portion of such Co-Sale Shareholder’s Co-Sale Allocation, then the
      Transferring Shareholder shall assign to such Co-Sale Shareholder as much of
      the
      Transferring Shareholder’s interest in the agreement for the sale of the
      Transfer Shares as such Co-Sale Shareholder shall be entitled to pursuant to
      the
      terms hereof. 

    


    2.4.3
      Delivery
      Requirements.
      Each
      Co-Sale Shareholder shall effect its participation in the Transferring
      Shareholder’s sale of Transfer Shares pursuant to Section 2.4 by promptly
      delivering to the Transferring Shareholder for Transfer to the prospective
      purchaser: 

    


    (a)
      one
      or more certificates, properly endorsed for Transfer, which represent that
      number of Shares which such Co-Sale Shareholder elects to sell; and


    


    (b)
      an
      Assignment Separate from Certificate, via facsimile or otherwise, which
      represents such Co-Sale Shareholder’s Co-Sale Allocation (or applicable portion
      thereof). 

    


    The
      Company agrees to effect any such assignment concurrent with the actual Transfer
      of such Transfer Shares to the purchaser. 

    


    2.4.4
      Transfer
      of Shares; Remittance of Sale Proceeds.
      The
      share certificate or certificates that any Co-Sale Shareholder delivers to
      the
      Transferring Shareholder pursuant to Section 2.4.3 shall be Transferred to
      the
      prospective purchaser in consummation of the sale of the Transfer Shares
      pursuant to the terms and conditions specified in the Co-Sale Notice, and the
      Transferring Shareholder shall concurrently therewith remit to such Co-Sale
      Shareholder that portion of the sale proceeds to which such Co-Sale Shareholder
      is entitled by reason of its participation in such sale by wire transfer of
      immediately available funds to an account designated by such Co-Sale
      Shareholder. To the extent that any prospective purchaser prohibits such
      assignment or otherwise refuses to purchase shares or other securities from
      a
      Co-Sale Shareholder exercising its rights of co-sale hereunder, the Transferring
      Shareholder shall not sell to such prospective purchaser or purchasers any
      Transfer Shares unless and until, simultaneously with such sale, the
      Transferring Shareholder shall purchase such shares or other securities from
      the
      Co-Sale Shareholders on the same terms as described in the Notice. 

     

    
      
        
        

      

      
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    2.5
      Subsequent
      Sales.
      The
      exercise or non-exercise of the rights of the Company, a Transfer Offeree or
      a
      Co-Sale Shareholder hereunder to participate in one or more sales of Transfer
      Shares made by the Transferring Shareholder shall not adversely affect the
      Company’s, such Transfer Offeree’s or such Co-Sale Shareholder’s rights to
      participate in subsequent sales of the Transferring Shareholder’s Shares subject
      to the terms of this Agreement pursuant to Section 2.1 hereof. 

    


    2.6
      Methodology
      for Calculations.
      For
      purposes of this Agreement, the proposed Transfer of a Common Share Equivalent
      shall be treated as the proposed Transfer of Common Shares into which such
      Common Share Equivalent can be converted, exchanged, or exercised. Unless
      otherwise specifically provided, for purposes of all calculations under this
      Agreement (including, without limitation, determining the amount of outstanding
      Common Shares as of any date, the amount of Common Shares owned by any Person,
      and the percentage of outstanding Common Shares owned by any Person), all Common
      Shares into which any Common Share Equivalents are convertible, exchangeable
      or
      exercisable shall be deemed to be outstanding as of the date of calculation
      (and
      held by the holder of such Common Share Equivalents). 

    


    2.7
      Exempt
      Transfers of Transferring Shareholder’s Shares.
      Notwithstanding the foregoing, but subject to Section 2.1 above, the right
      of
      first refusal of the Company and the Transfer Offerees under Section 2.3 and
      the
      right of co-sale of the Co-Sale Shareholders under this Section 2.4 shall not
      apply to: 

    


    (a)
      any
      Transfer by a Transferring Shareholder to the Transferring Shareholder’s
      Affiliates or any Transfer by way of bequest or inheritance upon death (any
      transferee pursuant to this clause (a), a "Permitted Transferee"); 

    


    (b)
      any
      Transfer of Shares pursuant to the provisions of Article 7 of this Agreement;
      

    


    (c)
      any
      pledge of Transfer Shares made pursuant to a bona fide loan transaction that
      creates a mere security interest; or 

    


    (d)
      any
      Transfer to the Company; 

    


    provided,
      however,
      that
      any pledgee or transferee (other than the Company) shall agree in writing to
      be
      bound by and comply with all provisions hereof. Notwithstanding the preceding
      sentence, the Transferring Shareholder shall inform the Company of any such
      Transfer prior to effecting it. Such Transferred Transfer Shares shall remain
      "Shares" hereunder, and such transferee or donee shall agree in writing to
      become a party to this Agreement and shall be treated as a "Shareholder" for
      purposes of this Agreement. 

     

    
      
        
        

      

      
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    2.8
      Sale
      of the Company.
      

    


    2.8.1
      Pull
      Along Right.
      Subject
      to Section 2.8.2, if any Shareholder or Shareholders (the "Selling
      Shareholders") who own in the aggregate at least 50% of the outstanding Shares
      have received a bona fide offer from any Person (other than an Affiliate) to
      buy
      all the outstanding Shares and Common Share Equivalent which would directly
      or
      indirectly result in all Shareholders receiving cash in exchange for their
      Shares or Common Share Equivalent, as the case may be, equal to or greater
      than
      the Fair Market Value, as defined in Article 7 of this Agreement, for such
      Shares or Common Share Equivalent (including, without limitation, pursuant
      to a
      merger of the Company) (the "Offer"), the Selling Shareholders shall have the
      right (the "Pull Along Right") to require the other Shareholders to accept
      the
      Offer and shall give notice (the "Pull Along Notice") to the other Shareholders
      stating that such Selling Shareholders propose to effect such transaction and
      stating the name and address of the offeror (the "Offeror") and the purchase
      price under the Offer (the "Third Party Price"). 

    


    2.8.2
      Conditions.
      The
      Pull Along Notice shall not be effective (and the Selling Shareholder shall
      not
      be permitted to transfer its Shares to the Offeror) unless all of the following
      conditions are met:

    


    (a)
      The
      Offer shall (1) have been signed by the Offeror, which may not be an Affiliate
      of any Selling Shareholder; (2) offer to consummate the proposed transaction
      on
      or before a date ninety (90) days from the date of the Offer; and (3) obligate
      the Offeror to enter into and complete the transactions set forth in the Offer
      with all the Shareholders for the same price per Share and on the same terms
      as
      those which the Selling Shareholders have agreed to sell, provided that the
      price for the Common Share Equivalents shall be reduced by the applicable
      exercise price per Share, if any, and provided further that in no event shall
      the Offer be subject to the delivery by the other Shareholders to the Offeror
      of
      any more than (A) the Shares or Common Share Equivalents Owned by them to be
      purchased pursuant to the Offer, (B) customary representations and warranties
      and (C) a customary legal opinion of counsel;

    


    (b)
      The
      Pull Along Notice shall propose a Third Party Price of an equal amount per
      Share, in cash, provided that the price for the Common Share Equivalents shall
      be reduced by the applicable exercise price per Share; if any, and

    


    (c)
      The
      Offeror shall furnish to the reasonable satisfaction of the Selling Shareholders
      evidence as to the Offeror's financial ability to consummate the proposed
      purchase.

    


    2.8.3
      Sale
      to Offeror.
      If the
      Selling Shareholders shall have delivered a Pull Along Notice to all other
      Shareholders, then all Shareholders shall sell all of their Shares and Common
      Share Equivalents to the Offeror upon the terms and conditions of the Offer
      (or
      otherwise take all necessary action to cause the Company to consummate the
      proposed transaction) at a closing to be held at the principal office of the
      Company at or prior to the 90th day from the date of the Offer. If such sale
      is
      not consummated within such 90-day period, the restrictions provided for in
      this
      Section 2.8 shall again become effective, and no Transfer of the Shares may
      be
      made thereafter without complying with the provisions of this
      Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    PREEMPTIVE
      RIGHTS

     

    3.1
      Preemptive
      Rights.
      Except
      for Excluded Securities (as hereinafter defined), the Company shall not issue,
      sell, or exchange, or agree to issue, sell, or exchange (collectively, "Issue,"
      and any issuance, sale, or exchange resulting therefrom, an "Issuance") (a)
      any
      shares of capital stock of the Company or any of its subsidiaries or (b) any
      other equity security of the Company, including, without limitation, any
      options, warrants, or other rights to subscribe for, purchase, or otherwise
      acquire any capital stock or other equity security of the Company, unless,
      in
      each case, the Company shall have first given written notice (the "Article
      3
      Notice") to each Shareholder (each, an "Article 3 Offeree") (so long as, in
      each
      case, such Shareholder directly or indirectly through its Affiliates owns at
      least ten percent (10%) of the issued and outstanding Common Shares (on an
      as
      converted and as exercised basis) and has not previously forfeited its rights
      under this Article 3 pursuant to Section 3.3 below) that shall (i) state the
      Company’s intention to sell any of the securities described in (a) and/or
      (b) above, the amount to be issued, sold, or exchanged, the terms of such
      securities, the purchase price therefor, and a summary of the other material
      terms of the proposed issuance, sale, or exchange and (ii) offer (an "Article
      3
      Offer") to Issue to each Article 3 Offeree such Article 3 Offeree’s
      Proportionate Percentage (as defined below) of such securities (with respect
      to
      each Article 3 Offeree, the "Offered Securities") upon the terms and subject
      to
      the conditions set forth in the Article 3 Notice, which Article 3 Offer by
      its
      terms shall remain open for a period of twenty (20) days from the date it is
      delivered by the Company to the Article 3 Offerees (and, to the extent the
      Article 3 Offer is accepted during such twenty (20)-day period, until the
      closing of the Issuance contemplated by the Article 3 Offer). "Proportionate
      Percentage" for the purposes of this Section shall mean the quotient, determined
      in accordance with Section 2.6, obtained by dividing (x) the number of Common
      Shares owned by the Article 3 Offeree, by (y) the total number of Common Shares
      owned by all of the Article 3 Offerees on the date of the Article 3 Offer.
      Each
      Article 3 Offeree shall be entitled to apportion its Offered Securities among
      its Permitted Transferees. 

    


    3.2
      Notice
      of Acceptance.
      Notice
      of an Article 3 Offeree’s intention to accept an Article 3 Offer, in whole or in
      part, shall be evidenced in writing signed by such party and delivered to the
      Company prior to the end of the twenty (20)-day period of such Article 3 Offer
      (each, an "Article 3 Notice of Acceptance"), setting forth the portion of the
      Offered Securities that the Article 3 Offeree elects to purchase. 

    


    3.3
      Failure
      to Fully Subscribe.
      In the
      event that an Article 3 Notice of Acceptance is not given by any Article 3
      Offeree in respect of all of the Offered Securities (a "Non-Fully Subscribing
      Offeree"), then (a) the other Article 3 Offerees shall each have the right
      and
      option exercisable for a period of five (5) days commencing upon the expiration
      of the Article 3 Offer to purchase the amount of remaining Offered Securities
      equal to its Proportionate Percentage of such securities (treating only the
      remaining Article 3 Offerees as Article 3 Offerees for these purposes) or such
      other amount as may be agreed upon by such Article 3 Offerees and (b) the
      Non-Fully Subscribing Offeree shall forfeit its preemptive rights set forth
      in
      this Article 3 with respect to future Issuances by the Company. 

     

    
      
        
        

      

      
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    3.4
      Company’s
      Right to Issue.
      

    


    3.4.1
      In
      the event that the Article 3 Offerees do not elect to purchase all the Offered
      Securities in accordance with Sections 3.2 and 3.3 above, the Company shall
      have
      ninety (90) calendar days following the earlier of (a) delivery of the Article
      3
      Notice of Acceptance or the expiration of the five (5)-day period referred
      to in
      Section 3.3, as applicable, or (b) the twenty (20)-day period referred to in
      Section 3.2 above, if no Article 3 Notice of Acceptance is delivered, to Issue
      all or any part of such remaining Offered Securities to any other Person(s)
      (the
      "Other Buyers"), but only at a price not less than the price, and on terms
      no
      more favorable to the Other Buyers than the terms, stated in the Article 3
      Offer
      Notice. 

    


    3.4.2
      If
      the Company does not consummate the Issuance of all or part of the remaining
      Offered Securities to the Other Buyers within such ninety (90)-day period,
      the
      right provided hereunder shall be deemed to be revived and such securities
      shall
      not be offered unless first re-offered to each Article 3 Offeree in accordance
      with this Article 3. 

    


    3.4.3
      Within thirty (30) days of the closing of the Issuance to the Other Buyers
      of
      all or part of the remaining Offered Securities (or, at the request of any
      Article 3 Offeree, contemporaneously with such closing), each Article 3 Offeree
      shall purchase from the Company, and the Company shall Issue to each such
      Article 3 Offeree (or any permitted transferee(s) designated by it), the Offered
      Securities that the Article 3 Offeree committed to purchase pursuant to Sections
      3.2 and 3.3, on the terms specified in the Article 3 Offer. The purchase by
      an
      Article 3 Offeree of any Offered Securities is subject in all cases to the
      execution and delivery by the Company and the Article 3 Offeree of a purchase
      agreement relating to such Offered Securities in form and substance similar
      in
      all material respects to the extent applicable to that executed and delivered
      between the Company and the Other Buyers. 

    


    3.5
      Excluded
      Securities.
      For
      purposes of this Article 3, "Excluded Securities" shall mean: 

    


    (a)
      securities issued pursuant to the Share Purchase Agreement; 

    


    (b)
      any
      capital stock issued as a share dividend or upon any share split or other
      subdivision or combination of shares of the Company’s capital stock;


    


    (c)
      Common Shares issued in any IPO; 

    


    (d)
      Common Shares or Common Share Equivalents issuable or issued to employees or
      directors of the Company or consultants providing bona fide services to the
      Company pursuant to an Equity Incentive Plan approved by the Board and the
      Shareholders; 

    


    (e)
      securities issued pursuant to any Common Share Equivalents provided that the
      Company shall have complied with the preemptive rights established by this
      Article 3 with respect to the initial sale or grant by the Company of such
      Common Share Equivalents not already outstanding as of the date hereof;
      and/or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (g)
      Common Shares or Common Share Equivalents issued pursuant to or in connection
      with (1) any equipment loan or leasing arrangement, real property leasing
      arrangement or debt financing from a bank or similar financial institution
      and/or (2) in connection with strategic transactions involving the Company
      and
      other entities, including (A) acquisitions (of assets or equity interests),
      mergers and/or consolidations, (B) joint ventures, manufacturing, marketing
      or
      distribution agreements, or (C) technology transfer or development arrangements,
      provided
      that
      such issuance is approved by the Board and/or (3) a merger or consolidation
      or
      acquisition of any other entity or assets thereof that is approved by the
      Board.


     

    ARTICLE
      IV


     

    BOARD
      OF
      DIRECTORS; GOVERNANCE

     

    4.1
      Election
      and Designation of Directors.
      Subject
      to Applicable Law, each Shareholder shall from time to time take such action,
      in
      his capacity as a direct or indirect Shareholder of the Company, including
      the
      voting or causing to be voted of all Voting Shares (as defined below) owned
      or
      controlled by such Shareholder, as may be necessary to cause the Company to
      be
      managed at all times by a Board composed as follows: 

    


    4.1.1
      The
      authorized number of directors on the Board shall be four (4); 

    


    4.1.2
      For
      so long as the Current Access Shareholder, together with his Affiliates, holds
      in the aggregate at least 10% of the issued and outstanding Common Shares (the
      "Current Shareholder Designation Period"), he shall be entitled to designate
      one
      (1) director to be elected to the Board (the "Current Shareholder Director"),
      who shall initially be Paul Parisotto; and

    


    4.1.3
      During the Blacksands Rights Period, Blacksands shall designate three (3)
      directors to be elected to the Board (the "Blacksands Directors"), who shall
      initially be Darren Stevenson, Rick Wilson, and Bruno Mosimann.

    


    4.2
      Expenses.
      The
      Company shall pay the reasonable out-of-pocket expenses incurred by each Board
      member designated pursuant to Article 4 in connection with attending the
      meetings of the Board and any committees thereof. 

    


    4.3
      Covenant
      to Vote.
      

    


    4.3.1
      Each of the Shareholders agrees to vote or cause to be voted, in person or
      by
      proxy, all of the Shares owned or controlled by such Shareholder and entitled
      to
      vote at any annual or special meeting of the Shareholders of the Company called
      for the purpose of voting on the election of directors ("Voting Shares"), or
      to
      execute a written consent in lieu thereof, (a) in favor of the election or
      removal of the directors in accordance with the provisions of this Article
      4,
      and (b) if required by Applicable Law, in favor of any transaction approved
      by
      the Board, if the Current Shareholder Director voted in favor of or consented
      to
      such transaction (each such transaction an "Approved Transaction"), and shall
      take all other necessary or desirable actions within his or its control
      (including, without limitation, attending all meetings in person or by proxy
      for
      purposes of obtaining a quorum and executing all written consents in lieu of
      meetings, as applicable), and the Company shall take all necessary and desirable
      actions within its control (including, without limitation, calling special
      Board
      and Shareholder meetings), to effectuate the provisions of this Article 4.
      Without limiting the generality of the foregoing, the Shareholders expressly
      agree that the Shareholders will vote their shares of Voting Shares in favor
      of
      the election or removal of the directors in accordance with the provisions
      of
      this Article 4 as if the cumulative voting provisions of any Applicable Law,
      statute or regulation did not apply to the election or removal of directors
      of
      the Company. 

     

    
      
        
        

      

      
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    4.3.2
      In
      addition to voting in favor of (or consenting to) such Approved Transaction
      in
      accordance with Section 4.3.1, each Shareholder agrees to each take all
      necessary and desirable actions approved by the Board in connection with the
      consummation of the Approved Transaction, including the execution of such
      agreements and such instruments and other actions reasonably necessary to (a)
      provide the representations, warranties, indemnities, covenants, conditions,
      non-compete agreements, escrow agreements and other provisions and agreements
      relating to such Approved Transaction and (b) effectuate the allocation and
      distribution of the aggregate consideration upon the Approved Transaction;
      provided
      that
      this
      Section 4.3.2 shall not require any Shareholder to indemnify the purchaser
      in
      any Approved Transaction for breaches of the representations, warranties or
      covenants of the Company or any other Shareholder, except to the extent (i)
      such
      Shareholder is not required to incur more than its pro
      rata
      share of
      such indemnity obligation (based on the total consideration to be received
      by
      all Shareholders that are similarly situated and hold the same class or series
      of capital stock) and (ii) such indemnity obligation is provided for and limited
      to a post-closing escrow or holdback arrangement of cash or stock paid in
      connection with the Approved Transaction; further
      provided
      that
      this Section 4.3.2 shall not require Blackksands to enter into any
      non-competition agreement, non-solicitation agreement or similar agreement
      restricting the manner in which Blacksands may conduct business in connection
      with such Approved Transaction. Further, each Shareholder also agrees (1) to
      refrain from exercising any dissenters’ rights or rights of appraisal under
      Applicable Law at any time with respect to such Approved Transaction, and (2)
      to
      direct and use such Shareholder’s commercially reasonable efforts to cause such
      Shareholder’s employees, agents and representatives not to, directly or
      indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries
      or the making of any proposal for the Approved Transaction or any proposal
      that
      is intended, or could otherwise reasonably be expected, to delay, prevent,
      impair, interfere with, postpone or adversely affect the ability of the Company
      to consummate the Approved Transaction. All Shareholders will bear their
pro
      rata
      share
      (based upon the amount of consideration to be received) of the reasonable costs
      of any Approved Transaction to the extent such costs are incurred for the
      benefit of all selling Shareholders and are not otherwise paid by the Company
      or
      the other party. Costs incurred by any Shareholder on its own behalf will not
      be
      considered costs of the Approved Transaction hereunder. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    4.4
      Removal
      of Directors.
      

    


    4.4.1
      At
      all times (a) during the Current Shareholder Designation Period, the Current
      Shareholders shall have the right to require the removal, with or without cause,
      of the Current Shareholder Director, and no other Person shall have any rights
      to remove the Current Shareholder Director; and (b) during the Blacksands Rights
      Period, Blacksands shall have the right to require the removal, with or without
      cause, of any or all of the Blacksands Directors, and no other Person shall
      have
      any rights to remove any Blacksands Director. 

    


    4.4.2
      In
      the event that any of the Current Shareholders or Blacksands shall, in
      accordance with Section 4.4.1, request the removal of the Current Shareholder
      Director or any Blacksands Director, then each of the other Shareholders hereby
      agrees to join with the Current Shareholders or Blacksands, as applicable,
      in
      recommending such removal as described above, and in causing the Company either
      to promptly hold a special meeting of Shareholders and to vote or cause to
      be
      voted, in person or by proxy, all of the Common Shares owned or controlled
      by
      such Shareholder and entitled to vote at such meeting or to execute a written
      consent in lieu thereof, as the case may be, effecting such removal.


    


    4.5
      Quorum.
      For
      purposes of meetings of the Board, the Bylaws of the Company shall provide
      for a
      quorum to consist of at least 51% of the full Board including the Current
      Shareholder Director.

    


    4.6
      Vacancies.
      Except
      as described below, in the event a vacancy is created on the Board by reason
      of
      the death, disability, removal or resignation of any director or otherwise,
      (a)
      such vacancy may be filled by the remaining directors in accordance with the
      Bylaws, and with respect to the Current Shareholder Director or the Blacksands
      Directors, after obtaining the designation of the Current Shareholders or
      Blacksands, as applicable, and (b) if not so filled, each of the Shareholders
      hereby agrees, in its capacity as a Shareholder of the Company, to elect a
      director to fill such vacancy in accordance with the selection procedures set
      forth in Section 4.1. Upon the designation of a successor director, each of
      the
      Shareholders hereby agrees, in his capacity as a Shareholder of the Company,
      to
      use its best efforts to cause the Company either to promptly hold a special
      meeting of Shareholders or to execute a written consent in lieu thereof, and
      each of the Shareholders hereby agrees to vote or cause to be voted all of
      the
      Common Shares owned or controlled by such Shareholder and entitled to vote
      at
      such meeting, in person or by proxy, or pursuant to such written consent of
      Shareholders, in favor of the person or persons selected in accordance with
      Section 4.1 to fill such vacancy and, if necessary, in favor of removing any
      director elected to fill such vacancy other than in accordance with the
      selection procedures of Section 4.1. 

    


    4.7
      Indemnification
      Provisions.
      The
      Company shall enter into an indemnification agreement with each of its executive
      officers and directors, substantially in the form of Exhibit C hereto.


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    FINANCIAL
      STATEMENTS AND OTHER INFORMATION; INSPECTIONS;

     

    ADDITIONAL
      AGREEMENTS

     

    5.1
      Delivery
      of Financial Information.
      Prior
      to the consummation of a IPO, the Company shall comply with the provisions
      of
      this Article 5: 

    


    5.1.1
      Monthly
      Statements.
      So long
      as the Blacksands Rights Period is in effect (with respect to Blacksands) or
      so
      long as the Current Shareholder Designation Period is in effect (with respect
      to
      the Current Shareholders), then as soon as available, but not later than 15
      business days after the end of each monthly accounting period, the Company
      shall
      cause to be delivered to Blacksands and/or the Current Access Shareholder,
      as
      applicable, an unaudited internal financial report of the Company in the form
      provided to the Company’s senior management, and which shall include at least
      the following: 

    


    (a)
      a
      profit and loss statement for such monthly accounting period, together with
      a
      cumulative profit and loss statement from the first day of the current fiscal
      year to the last day of such monthly accounting period; 

    


    (b)
      a
      balance sheet as at the last day of such monthly accounting period;


    


    (c)
      a
      cash flow analysis for such monthly accounting period on a cumulative basis
      for
      the current fiscal year to date; 

    


    (d)
      a
      narrative summary (including a comparison to the Annual Plan and to prior
      accounting periods) of the Company’s operating and financial performance for
      such monthly accounting period; and 

    


    (e)
      if
      applicable, a comparison between the actual figures for such monthly accounting
      period and the comparable figures for the prior year for such monthly accounting
      period, with an explanation of any material differences between them.


    


    5.1.2
      Quarterly
      Financial Statements.
      So
      long as the Blacksands Rights Period is in effect (with respect to Blacksands)
      or so long as the or so long as the Current Shareholder Designation Period
      is in
      effect (with respect to the Current Shareholders), then, as soon as available,
      but not later than 10 days prior to the date that Blacksands or, if applicable,
      the Company is required to file its quarterly report on Form 10-Q or 10-QSB
      with
      the Securities and Exchange Commission (the “SEC”), the Company shall cause to
      be delivered to Blacksands and/or the Current Access Shareholder, as applicable,
      unaudited consolidated financial statements of the Company, which shall include
      a statement of cash flows and statement of operations for such quarter and
      a
      balance sheet as at the last day thereof, each prepared in accordance with
      GAAP
      (except as set forth in the notes thereto), and setting forth in each case
      in
      comparative form the figures for the corresponding quarterly periods of the
      previous fiscal year, subject to changes resulting from normal year-end
      adjustments, all in reasonable detail and certified by the principal financial
      or accounting officer of the Company. 

     

    
      
        
        

      

      
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    5.1.3
      Budget.
      So long
      as the Blacksands Rights Period is in effect (with respect to Blacksands) or
      so
      long as the Current Shareholder Designation Period is in effect (with respect
      to
      the Current Shareholders), then, as soon as available, but not later than thirty
      (30) days prior to the beginning of each fiscal year, the Company shall cause
      to
      be delivered to Blacksands and/or the Current Access Shareholder, as applicable,
      the Annual Plan for the next fiscal year. Blacksands shall contribute sufficient
      capital to the Company to enable it to comply with the Annual Plan, until such
      time as the Company’s internal capital resources are sufficient to fund the
      Annual Plan without such contributions.

    


    5.1.4
      Annual
      Audit.
      So long
      as the Blacksands Rights Period is in effect (with respect to Blacksands) or
      so
      long as or so long as the Current Shareholder Designation Period is in effect
      (with respect to the Current Shareholders), then, (i) as soon as available,
      but
      not later than 30 days after the end of each fiscal year of the Company, the
      Company shall cause to be delivered to Blacksands and/or the Current Access
      Shareholder, as applicable, draft financial statements of the Company, which
      shall include a draft statement of cash flows and statement of operations for
      such fiscal year and a draft balance sheet as at the last day thereof, and
      (ii)
      as soon as available, but not later than 20 days prior to the date that
      Blacksands or, if applicable, the Company is required to file its annual report
      on Form 10-K or 10-KSB with the SEC, the Company shall cause to be delivered
      to
      Blacksands and/or the Current Access Shareholder, as applicable, the audited
      consolidated financial statements of the Company, which shall include a
      statement of cash flows and statement of operations for such fiscal year and
      a
      balance sheet as at the last day thereof, each prepared in accordance with
      GAAP,
      and accompanied by the report of a firm of independent certified public
      accountants of recognized standing that is the same firm of independent
      certified public accountants that has been retained by Blacksands to deliver
      an
      audited opinion to Blacksands with respect to Blacksands’s financial statements.
      In addition, during such period, the Company shall cause to be delivered to
      Blacksands and/or the Current Access Shareholder, as applicable, copies of
      all
      reports and management letters prepared for or delivered to the management
      of
      the Company by its independent accountants. 

    


    5.1.5
      Subsidiaries.
      If for
      any period the Company shall have any subsidiary or subsidiaries whose accounts
      are consolidated with those of the Company, then in respect of such period
      the
      financial statements delivered pursuant to the foregoing clauses shall be
      consolidated (and consolidating if normally prepared by the Company) financial
      statements of the Company and all such consolidated subsidiaries. 

    


    5.1.6
      GAAP
      Reporting.
      The
      financial statements and reports delivered under this subsection shall fairly
      present in all material respects the financial position and results of
      operations of the Company at the dates thereof and for the periods then ended
      and shall have been prepared in accordance with GAAP (subject, in the case
      of
      unaudited financial statements, to normal year-end audit adjustments).


    


    5.1.7
      Sarbanes-Oxley
      and Exchange Act Compliance.
      So long
      as the Blacksands Rights Period is in effect: 

    


    (a)
      The
      Company will establish and maintain internal control over financial reporting
      (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and the
      Company shall take all steps reasonably necessary to ensure that such internal
      control over financial reporting provides reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with GAAP. The Company shall establish
      policies and procedures so as to: (i) maintain records that in reasonable detail
      accurately and fairly reflect the transactions and dispositions of the assets
      of
      the Company; (ii) provide reasonable assurance that transactions are recorded
      as
      necessary to permit preparation of financial statements in accordance with
      GAAP,
      and that receipts and expenditures of the Company are being made only in
      accordance with authorizations of management and directors of the Company;
      and
      (iii) provide reasonable assurance regarding prevention or timely detection
      of
      unauthorized acquisition, use or disposition of the Company’s assets that could
      have a material effect on the financial statements. Without limiting the
      generality of the foregoing, such policies and procedures will be designed
      in a
      manner that will enable the Chief Executive Officer and Chief Financial Officer
      of Blacksands to engage in the review and evaluation process mandated by the
      Exchange Act and to ensure that all information (both financial and
      non-financial) regarding the Company required to be disclosed by Blacksands
      in
      the reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the SEC; 

     

    
      
        
        

      

      
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    (b)
      The
      Company shall disclose to Blacksands at or prior to the delivery of each of
      quarterly and annual financial statements referenced above, based on its
      evaluation with respect to the most recent fiscal period covered by such
      financial statements: (i) all significant deficiencies and material weaknesses
      in the design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the Company’s or Blacksands’s ability
      to record, process, summarize and report financial information, in each case
      to
      the extent necessary for an officer of Blacksands, to accurately make the
      certifications required under Section 302 of the Sarbanes-Oxley Act of 2002;
      and
      (ii) any fraud, whether or not material, that involves management or other
      employees of the Company or any of its Subsidiaries, in each case who have
      a
      significant role in the Company’s internal control over financial reporting;


     

    (c)
      The
      Company will disclose to Blacksands at or prior to the delivery of the Quarterly
      and Annual Financial Statements pursuant to Sections 5.1.2 and 5.1.4 any change
      in internal control over financial reporting that occurred during the period
      ended covered by such financial statements that has materially affected, or
      is
      reasonably likely to materially affect, internal control over financial
      reporting, including any corrective actions taken with regard to significant
      deficiencies or material weaknesses; and 

    


    (d)
      Without the prior consent of Blacksands, the Company and its Subsidiaries shall
      not establish any material off-balance sheet obligation or liability of any
      nature (matured or unmatured, fixed or contingent) to, or any financial interest
      in, any third party or entities, the purpose or effect of which is to defer,
      postpone, reduce or otherwise avoid or adjust the recording of debt expenses
      incurred by the Company or any of its Subsidiaries, including, without
      limitation, in connection with any "off-balance sheet arrangements" (as defined
      in Item 303(a)(4) of Regulation S-K and/or Item 303(c) of Regulation S-B)
      effected by the Company or any of its Subsidiaries. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    5.1.8
      Inspection
      Rights.
      So long
      as the Blacksands Rights Period is in effect (with respect to Blacksands) or
      so
      long as the Current Access Shareholder (together with their Affiliates) directly
      or indirectly hold at least ten percent (10%) of the issued and outstanding
      Common Shares (calculated in accordance with Section 2.6 and as adjusted for
      any
      share splits, reverse share splits, share dividends, recapitalizations and
      the
      like) (with respect to the Current Shareholders), the Company shall afford
      to
      Blacksands and/or the Current Access Shareholder, as applicable, and to each
      of
      their respective employees, counsel and other authorized representatives, during
      normal business hours, access, upon reasonable advance notice, to all of the
      books, records and properties of the Company, and to make copies of such records
      and permit such Persons to discuss all aspects of the Company with any officers,
      employees or accountants of the Company, and the Company shall provide to
      Blacksands and/or the Current Access Shareholder, as applicable, such other
      information (in writing if so requested) regarding the assets, properties,
      operations, business affairs and financial condition of the Company as
      Blacksands or the Current Access Shareholder, as applicable, may reasonably
      request; provided,
      however,
      that
      such investigation and preparation of responses shall not unreasonably interfere
      with the operations of the Company. During such period, the Company will
      instruct its independent public accountants to discuss such aspects of the
      financial condition of the Company with Blacksands or the Current Shareholders
      and their respective representatives as Blacksands and/or the Current Access
      Shareholder, as applicable, may reasonably request, and to permit Blacksands
      and/or the Current Access Shareholder, as applicable, and their respective
      representatives to inspect, copy and make extracts from such financial
      statements, analyses, work papers, and other documents and information
      (including electronically stored documents and information) prepared by such
      accountants with respect to the Company as Blacksands or the Current Access
      Shareholder, as applicable, may reasonably request. Without limiting the
      generality of the foregoing, the Company shall provide such assistance, access,
      information and documents to Blacksands as Blacksands may reasonably require
      to
      enable Blacksands to meet its financial reporting and other disclosure
      obligations with respect to the Company under the Exchange Act. In addition,
      the
      Company shall notify Blacksands of the occurrence of any event relating to
      the
      Company that would result in Blacksands having to file a Current Report on
      Form
      8-K under the Exchange Act within one (1) business day of the occurrence of
      such
      event (assuming, for this purpose, that the Company constitutes a material
      subsidiary of Blacksands) and shall provide the Company with copies of any
      contracts or other documents that it may be required to file as an exhibit
      to
      such Current Report; provided that the Company shall notify Blacksands
      immediately upon becoming aware of the disclosure of any information relating
      to
      the Company that may constitute material nonpublic information of Blacksands
      within the meaning of Regulation FD promulgated under the Exchange Act (other
      than information described in Rule 100(b)(2) of Regulation FD). 

    


    5.1.9
      Confidentiality;
      Compliance with Securities Laws.
      

    


    (a)
      Each
      Shareholder agrees to maintain the confidentiality of any confidential and
      proprietary information of the Company obtained by it (including, without
      limitation, any material nonpublic information) ("Confidential Information");
      provided,
      however,
      that
      Confidential Information shall not include any information that (i) is or
      becomes generally available to the public other than as a result of a disclosure
      by the receiving party or its representatives, (ii) is already in the receiving
      party’s possession, provided that such information is not subject to a
      contractual, legal or fiduciary obligation of confidentiality for the benefit
      of
      the Company, or (iii) becomes available to the receiving party on a
      non-confidential basis from a source other than the Company or any of its
      affiliates or representatives, provided
      that
      such
      source is not bound by a contractual, legal or fiduciary obligation to keep
      such
      information confidential for the benefit of the Company; further
      provided
      that the
      foregoing will not prohibit a Shareholder from disclosing Confidential
      Information to (x) the extent it is required to do so by Applicable Law so
      long
      as such Shareholder provides Blacksands immediate notice of the Confidential
      Information that it is legally required to disclose and takes appropriate steps
      to preserve the confidentiality of such information to the extent reasonably
      practicable (including by, for example, cooperating with the Company to seek
      an
      appropriate protective order), or (y) to its attorneys, accountants,
      consultants, and other professionals to the extent necessary to obtain their
      services in connection with monitoring its investment in the Company, or to
      any
      Affiliate, partner, member, Shareholder or wholly owned subsidiary of such
      Shareholder in the ordinary course of business, provided
      that
      any such
      Person that is not under a pre-existing confidentiality obligation with respect
      to such Confidential Information that is similar in scope to the provisions
      on
      Section 5.1.9 shall first agree in writing to be bound by terms no less
      restrictive than those provided for in this Section 5.1.9 in respect of such
      Confidential Information. Notwithstanding the foregoing, the Shareholders
      acknowledge that Blacksands has reporting obligations with respect to the
      Company under the Exchange Act and that disclosure by Blacksands of Confidential
      Information that it reasonably determines it is required to disclose shall
      not
      constitute a breach of this Section 5.1.9. 

     

    
      
        
        

      

      
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    (b)
      The
      Company will take such measures as are reasonably requested by Blacksands to
      enable Blacksands to maintain compliance with the Securities Act and Exchange
      Act, which measures shall include implementation of internal policies to ensure
      that the Company’s personnel preserve the confidentiality of Confidential
      Information (including by requiring all employees and consultants to execute
      proprietary information and inventions agreements) and adopting Blacksands’s
      insider trading policy. 

    


    5.1.10
      Reporting
      Currency.
      In
      regard to the financial statements of the Company, the reporting currency shall
      be in Canadian dollars but may be modified at the Company’s
      discretion.

    


    5.1.11
      Press
      Release.
      So long
      as the Blacksands Rights Period is in effect, the Company shall pre-clear with
      Blacksands all press releases or similar public disclosures. Blacksands shall
      approve or provide its comments to any such proposed press release within 48
      hours of receipt of a draft of the proposed press release. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
      VI

     

    LEGEND

     

    Each
      certificate representing the Shares now or hereafter owned by a Shareholder
      or
      issued to any Person in connection with a transfer pursuant to Article 2 or
      Article 3 hereof shall be endorsed with the following legend: 

    


    THE
      SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SHAREHOLDERS
      AGREEMENT AMONG THE HOLDER OF THE SECURITIES, THE COMPANY, AND CERTAIN
      SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
      WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 

    


    Each
      Shareholder agrees that the Company may instruct its transfer agent to impose
      transfer restrictions on the shares represented by certificates bearing the
      legend referred to in this Article 6 above to enforce the provisions of this
      Agreement and the Company agrees to promptly do so. The legend shall be removed
      upon termination of this Agreement.

    


    ARTICLE
      VII

     

    PURCHASE
      OPTION

    


     

    7.1
      Purchase
      Option.
      

    


    7.1.1
      General.
      So long
      as the Blacksands Rights Period (the "Purchase Option Period") is in effect,
      in
      the event Blacksands receives a bona fide third-party offer with respect to
      a
      Change of Control of Blacksands (a "Change of Control Offer"), then, following
      receipt of such offer (and provided discussions relating to such offer are
      then-ongoing), Blacksands shall have the right to purchase (the "Purchase
      Option") up to 100% of Common Shares and Common Share Equivalents of the Company
      held by the other Shareholders, whether now owned or hereafter acquired, for
      the
      purchase price described in Section 7.1.2 (the "Purchase Price") subject to
      the
      terms and conditions set forth in this Article 7. 

    


    7.1.2
      Purchase Price. If Blacksands exercises the Purchase Option, the Purchase Price
      to be paid by Blacksands to each respective Shareholder at the time of the
      consummation of the Purchase Option shall equal: 

    


    (a)
      For
      the Current Shareholders, an amount equal to (i) the Fair Market Value of the
      total number of Common Shares of the Company, multiplied
      by
      (ii) a
      fraction, the numerator of which shall be the number of Common Shares held
      by
      each Current Shareholder (calculated in accordance with Section 2.6) and the
      denominator of which shall be the total number of Common Shares (calculated
      in
      accordance with Section 2.6 and as adjusted for any share splits, reverse share
      splits, share dividends, recapitalizations and the like) (the aggregate Purchase
      Price paid to the Current Shareholders under this Section 7.1.2(a) being the
      "Current Shareholder Purchase Price"); and 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    (b)
      For
      each other Shareholder, an amount equal to (i) the Fair Market Value of the
      total number of Common Shares of the Company
      minus
      the
      Current Shareholder Purchase Price, multiplied
      by (ii)
      a fraction, the numerator of which shall be the number of Common Shares held
      by
      such Shareholder (calculated in accordance with Section 2.6) and the denominator
      of which shall be the total number of Common Shares (calculated in accordance
      with Section 2.6 and as adjusted for any share splits, reverse share splits,
      share dividends, recapitalizations and the like) then held by all Shareholders
      other than the Current Shareholders on the date that Blacksands delivers the
      Purchase Notice (as defined below). 

    


    7.1.3
      Procedures.
      To
      exercise the Purchase Option, following receipt of a Change of Control Offer,
      Blacksands shall deliver to the Company and the other Shareholders at any time
      during the Purchase Option Period a written notice indicating that it has
      elected to exercise of the Purchase Option (the "Purchase Notice"). The Purchase
      Notice shall specify the date for the consummation of the Purchase Option (the
      "Purchase Date") which shall be within ninety (90) days after the delivery
      of
      the Purchase Notice to such Shareholders or such longer period of time as may
      be
      necessary to comply with any regulatory conditions applicable to such
      transaction. The consummation of the Purchase Option (the "Purchase Option
      Closing") shall take place at the offices of the Company, Blacksands or such
      other reasonable location designated by Blacksands at the time and on the
      Purchase Date set forth in the Purchase Notice. At the Purchase Option closing,
      (a) Blacksands shall deliver to the Shareholders the Purchase Price applicable
      to each Shareholder and (b) each Shareholder shall deliver to Blacksands the
      certificates representing all of the issued and outstanding shares of capital
      stock of the Company (and any securities which are exercisable for, convertible
      into, or exchangeable for, any shares of capital stock of the Company) being
      purchased under the Purchase Option, duly endorsed for transfer, such shares
      to
      be delivered free and clear of any liens or encumbrances. 

    


    7.1.4
      Issuances
      of Shares During Purchase Option Period.
      During
      the Purchase Option Period, the Company shall not issue Common Shares or Common
      Share Equivalents to any Person unless such Person agrees to be bound by the
      terms of this Article 7 with respect to the Purchase Option and to require
      each
      of its transferees to be bound by the Purchase Option. In addition, during
      the
      Purchase Option Period, the Company shall not issue stock options to employees,
      directors or consultants unless such employee, director or consultant agrees
      to
      be bound by the Purchase Option. 

    


    7.1.5
      Limitations
      on Purchase Option.
      Notwithstanding the foregoing, Blacksands may not exercise the Purchase Option
      if (a) the Company has previously received a bona fide third party offer to
      purchase the Company’s capital stock or assets for a purchase price greater than
      the Fair Market Value and discussions regarding such acquisition between the
      Company and such third party are ongoing, or (b) the Company has previously
      filed a registration statement with the Securities and Exchange Commission
      for a
      IPO (and such registration statement has not been withdrawn).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    7.1.6
      Definition
      of Fair Market Value.
      The
      "Fair Market Value" of the Common Shares as of any date of determination, shall
      be determined by the Board as follows:

    


    (a)
      If
      the Common Shares are listed on one or more National Securities Exchanges
      (within the meaning of the Exchange Act), each share so listed shall be valued
      at the closing price on the principal exchange on which such shares are then
      trading on the most recent trading day preceding such date of
      determination;

    


    (b)
      If
      such shares are not traded on a National Securities Exchange but are quoted
      on
      Nasdaq or a successor quotation system, each such share shall be valued at
      the
      mean between the closing representative bid and asked prices for such share
      on
      the most recent trading day preceding such date of determination as reported
      by
      Nasdaq or such successor quotation system; or

    


    (c)
      If
      such shares are not publicly traded on a National Securities Exchange and are
      not quoted on Nasdaq or a successor quotation system, the Fair Market Value
      of
      such shares to be repurchased shall be determined in good faith by the Board,
      with the concurrence of the Current Shareholder Director.

    


    ARTICLE
      VIII


     

    MISCELLANEOUS

     

    8.1
      Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York without giving effect to the choice of law provisions thereof. Each of
      the
      parties hereto hereby irrevocably and unconditionally consents to submit to
      the
      exclusive jurisdiction of the courts of the State of New York and of the United
      States of America, in each case located in the County of New York, for any
      action, proceeding or investigation in any court or before any governmental
      authority ("Litigation") arising out of or relating to this Agreement and the
      transactions contemplated hereby (and agrees not to commence any Litigation
      relating thereto except in such courts), and further agrees that service of
      any
      process, summons, notice, or document by U.S. registered mail to its respective
      address set forth in this Agreement, or such other address as may be given
      by
      one or more parties to the other parties in accordance with the notice
      provisions of Section 8.6, shall be effective service of process for any
      Litigation brought against it in any such court. Each of the parties hereto
      hereby irrevocably and unconditionally waives any objection to the laying of
      venue of any Litigation arising out of this Agreement or the transactions
      contemplated hereby in the courts of the State of New York or the United States
      of America, in each case located in the County of New York, and hereby further
      irrevocably and unconditionally waives and agrees not to plead or claim in
      any
      such court that any such Litigation brought in any such court has been brought
      in an inconvenient forum. 

    


    8.2
      Market
      Standoff.
      Each of
      the parties to this Agreement agree that, upon request by the managing
      underwriter of any Underwritten Offering by the Company, for a period of (a)
      fourteen (14) days prior to the expected date of effectiveness of any
      Underwritten Offering (such expected date to be indicated to the Shareholder
      in
      a notice by the Company which may be amended at any time by the Company in
      good
      faith), and (b) one hundred eighty (180) days following the effective date
      of
      the Company’s initial underwritten public offering of its Common Shares on Form
      SB-2 or similar form under the Securities Act, each party hereto shall not,
      unless otherwise agreed to by the managing underwriters, directly or indirectly
      sell, offer to sell, contract to sell (including, without limitation, any short
      sale), grant any option to purchase, or otherwise transfer or dispose of (other
      than to donees who agree to be similarly bound), any securities of the Company
      held by it or enter into any hedging or other transaction that transfers the
      economic consequences of such investment, at any time during such period except
      such Common Shares included by the parties hereto in such registration;
provided,
      however,
      that
      all executive officers and directors of the Company and all other Persons with
      demand registration rights shall be required to enter into similar agreements.
      In addition, each party hereto agrees to acknowledge the undertaking provided
      for in this Section 8.2 by entering into customary written "lock-up" agreements,
      consistent with the foregoing, with the managers of the relevant underwriting.
      In order to enforce the foregoing covenant, the Company may impose stop-transfer
      instructions with respect to the securities held by each party hereto (and
      the
      shares or securities of every person subject to the foregoing restriction)
      until
      the end of such period. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    8.3
      Amendment.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), by the written consent of Shareholders holding of at least
      a
      majority of the outstanding Common Shares (calculated pursuant to Section 2.6)
      including (a) the written consent of Blacksands so long as the Blacksands Rights
      Period is in effect, and (b) the written consent of the Current Shareholders
      so
      long the Current Shareholder Designation Period is in effect; provided
      that
      any
      Shareholder may waive any of its rights hereunder without obtaining the consent
      of any other Shareholder. Any amendment or waiver effected in accordance with
      this paragraph shall be binding upon such Shareholder, its successors and
      assigns, and the Company, as applicable. 

    


    8.4
      Assignment
      of Rights.
      This
      Agreement and the rights and obligations of the parties hereunder shall inure
      to
      the benefit of, and be binding upon, their respective successors and assigns;
      provided
      that
      the
      rights of any party to this Agreement may not be assigned except to a transferee
      of such party in connection with a Transfer of Common Shares or Common Share
      Equivalents in accordance with this Agreement. 

    


    8.5
      Term.
      The
      term of this Agreement shall begin on the date hereof. Except for any provision
      of this Agreement which specifically provides that it shall survive termination,
      this Agreement (and the rights and obligations of the parties hereto) shall
      terminate upon the occurrence of the earliest of the following: (i) the closing
      of a IPO; (ii) the closing of the sale of all or substantially all of the
      Company’s assets to another entity; (iii) the merger, consolidation or
      reorganization of the Company, in which transaction the Company’s Shareholders
      immediately prior to such transaction own immediately following such transaction
      less than fifty (50%) of the surviving entity or its parent; or (iv) written
      agreement of Shareholders holding of at least a majority of the outstanding
      Common Shares (calculated pursuant to Section 2.6) including (a) the written
      consent of Blacksands so long as the Blacksands Rights Period is in effect,
      and
      (b) the written consent of the Current Shareholders so long as the Current
      Shareholder Designation Period is in effect. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    8.6
      Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively delivered upon personal delivery to the party to be notified, or
      upon the passage of five (5) calendar days after deposit in the United States
      mail, by registered or certified mail, postage prepaid, or the passage of two
      (2) days if sent by the next day delivery service of a nationally-recognized
      reputable courier, each properly addressed to the party to be notified, as
      set
      forth on the Exhibit A hereto or at such other address as such party or any
      subsequent Shareholder may designate by ten (10) calendar days’ advance written
      notice to the other parties hereto, or, if sent by facsimile, upon completion
      of
      such facsimile transmission, as conclusively evidenced by the transmission
      receipt thereof. 

    


    8.7
      Severability.
      In the
      event one or more of the provisions of this Agreement should, for any reason,
      be
      held to contravene any Applicable Law, be invalid, illegal, or unenforceable
      in
      any respect, such contravention, invalidity, illegality, or unenforceability
      shall not affect any other provisions of this Agreement, and this Agreement
      shall be construed as if such contravened, invalid, illegal, or unenforceable
      provision had never been contained herein. 

    


    8.8
      Attorney
      Fees.
      In the
      event that any dispute among the parties to this Agreement should result in
      litigation, the prevailing party in such dispute shall be entitled to recover
      from the losing party all fees, costs, and expenses of enforcing any right
      of
      such prevailing party under or with respect to this Agreement, including without
      limitation, such reasonable fees and expenses of attorneys and accountants,
      which shall include, without limitation, all fees, costs, and expenses of
      appeals. 

    


    8.9
      Counterparts.
      This
      Agreement may be executed in two or more counterparts and signature pages may
      be
      delivered by facsimile, each of which shall be deemed an original, but all
      of
      which together shall constitute one and the same instrument. 

    


    8.10
      Specific
      Performance.
      Without
      limiting the rights of each party hereto to pursue all other legal and equitable
      rights available to such party for any other party’s failure to perform its
      obligations under this Agreement, each such party acknowledges and agrees that
      the remedy at law for any failure to perform obligations hereunder would be
      inadequate and all such parties shall be entitled to specific performance,
      injunctive relief, or other equitable remedies in the event of any such failure.
      The availability of these remedies shall not prohibit the parties from pursuing
      any other remedies for such breach, including the recovery of monetary damages.
      

    


    8.11
      Further
      Actions and Instruments.
      The
      parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this Agreement.
      The Shareholders agree to cooperate affirmatively with the Company to enforce
      the rights and obligations hereto. 

    


    8.12
      Representation
      by Counsel.
      Each
      party hereto represents and agrees with each other that it has been represented
      by or had the opportunity to be represented by, independent counsel of its
      own
      choosing, and that it has had the full right and opportunity to consult with
      its
      respective attorney(s), that to the extent, if any, that it desired, it availed
      itself of this right and opportunity, that it or its authorized officers (as
      the
      case may be) have carefully read and fully understand this Agreement in its
      entirety and have had it fully explained to them by such party’s respective
      counsel, that each is fully aware of the contents thereof and its meaning,
      intent, and legal effect, and that it or its authorized officer (as the case
      may
      be) is competent to execute this Agreement free from coercion, duress, or undue
      influence. The parties to this Agreement participated jointly in the negotiation
      and drafting of this Agreement. If an ambiguity or question of intent or
      interpretation arises, then this Agreement will be construed as if drafted
      jointly by the parties to this Agreement, and no presumption or burden of proof
      will arise favoring or disfavoring any party to this Agreement by virtue of
      the
      authorship of any of the provisions of this Agreement. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    8.13
      Unanimous Shareholder Agreement.
      This
      Agreement is a unanimous shareholder agreement within the meaning ascribed
      to
      that term by the Business Corporations Act (Ontario), as amended from time
      to
      time, and the powers of the directors to manage or supervise the management
      of
      the business and affairs of the Company shall be restricted as and to the extent
      provided in this Agreement.

     

    8.14
      Gender. In
      this
      Agreement words importing the singular number only shall include the plural
      and
      vice versa, and words importing the masculine gender shall include one or more
      persons, companies, heirs, executors, administrators or permitted assigns,
      as
      the case may be.

     

    8.15
      Headings.
      The
      headings of the sections of this Agreement are inserted for convenience only
      and
      do not constitute a part of this Agreement.

     

     

    8.16
      Conflict
      with By-Laws or Articles.
      In the
      event of any conflict between the provisions and spirit of this Agreement and
      the articles and/or by-laws of the Company, the provisions of this Agreement
      shall govern. Each of the Shareholders agrees to vote or cause to be voted
      the
      Common Shares owned by him, or consent as required, so as to cause the articles
      and/or the by-laws to be amended to resolve any such conflict in favour of
      the
      provisions of this Agreement.

    


    8.17
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto pertaining
      to the subject matter of this Agreement. There are no warranties,
      representations or agreements between the Parties in connection with such
      subject matter except as specifically set forth or referred to in this
      Agreement. No reliance is placed on any representation, opinion, advice or
      assertion of fact made by any party hereto, or its directors, officers and
      agents, to any other party hereto or its directors, officers and agents, except
      to the extent that the same has been reduced to writing and included as a term
      of this Agreement. Accordingly, there shall be no liability, either in tort
      or
      in contract, assessed in relation to any such representation, opinion, advice
      or
      assertion of fact, except to the extent aforesaid.

     

    (Signature
      page follows)

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written. 

     

    
      	 	 	 
	
            	
            	/s/
              H.
              Reg. F. Burden
	 	
              
H.
              Reg. F. Burden
	 	
            




    
      	 	 	 
	 	
              ACCESS
                ENERGY INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Paul
              Parisotto
	 	
              
Name: Paul
              Parisotto
	 	Office: President




    
      	
            	 	 
	
            	By:  	/s/ H.
              Reg. F. Burden
	 	
              
Name: H.
              Reg F. Burden 
	 	Office: Vice
              President



     

    
      	 	 	 
	 	
              BLACKSANDS
                PETROLEUM, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Darren
              Stevenson
	 	
              
Name: Darren
              Stevenson
	 	Office: President


    

    


    
      	
            	 	 
	
            	By:  	/s/ Rick
              Wilson
	 	
              

              Name: Rick
                Wilson

            
	 	
              Office: Director