EXHIBIT 10.14


     MEMORANDUM OF AGREEMENT made effective as of the 30th day of September,
     2003.

AMONG:

     SHANNON INTERNATIONAL RESOURCES INC., a corporation incorporated under the
     laws of the State of Nevada (hereinafter referred to as "Shannon")


                                     - and -

     SHANNON INVESTMENTS LTD., a corporation incorporated under the laws of the
     Province of Alberta (hereinafter referred to as "SIL")


                                     - and -

     MAX J. WANDINGER C.A., LLB, with his principal office at Calgary, Alberta
     (hereinafter referred to as the Trustee")


                       VOTING AND EXCHANGE TRUST AGREEMENT
                       -----------------------------------

     WHEREAS pursuant to the provisions of a Share Purchase Agreement dated the
30th day of September, 2003, among Shannon, SIL and all of the Holders
(hereinafter referred to as the Share Purchase Agreement"), the Exchangeable
Shares Provisions and the Support Agreement between Shannon and SIL; and

     WHEREAS pursuant to the provisions of the Share Purchase Agreement the
parties agreed that the Articles of Incorporation of SIL would create an
unlimited number of Exchangeable Shares having the attributes as set out in the
Articles of Incorporation of SIL (the "Exchangeable Shares"); and

     WHEREAS the Articles of Incorporation of SIL set forth the rights,
privileges, restrictions and conditions (collectively, the "Exchangeable Share
Provisions") attaching to the Exchangeable Shares;

     WHEREAS Shannon agreed to provide voting rights in Shannon to each holder
(other than Shannon and its Subsidiaries) from time to time of Exchangeable
Shares, such voting rights per Exchangeable Share to be equivalent to the voting
rights per share of Shannon Common Stock (the "Shannon Common Stock"); and

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                                       2

     WHEREAS Shannon is to grant to and in favor of the holders (other than
Shannon and its Subsidiaries) from time to time of Exchangeable Shares the
right, in the circumstances set forth herein, to require Shannon to purchase
from each such holder all or any part of the Exchangeable Shares held by the
holder; and

     WHEREAS the parties desire to make appropriate provision and to establish a
procedure whereby voting rights in Shannon shall be exercisable by holders
(other than Shannon and its Subsidiaries) from time to time of Exchangeable
Shares by and through the Trustee, which will hold legal title to one (1) share
of Shannon Special Preferred Voting Stock (the "Shannon Special Voting Stock")
to which voting rights attach for the benefit of such holders and whereby the
rights to require Shannon to purchase Exchangeable Shares from the holders
thereof (other than Shannon and its Subsidiaries) shall be exercisable by such
holders from time to time of Exchangeable Shares by and through the Trustee,
which will hold legal title to such rights for the benefit of such holders; and

     WHEREAS these recitals and any statements of fact in this Agreement are
made by Shannon and SIL and not by the Trustee;

     NOW THEREFORE in consideration of the respective covenants and agreements
provided in this Agreement and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties agree as
follows:

1. Definitions and Interpretation

     (a)  Definitions. In this Agreement, the following terms shall have the
          following meanings:

          "Aggregate Equivalent Vote Amount" means, with respect to any matter,
          proposition or question on which holders of Shannon Common Stock are
          entitled to vote, consent or otherwise act, the product of (i) the
          number of shares of Exchangeable Shares issued and outstanding and
          held by Holders multiplied by (ii) the Equivalent Vote Amount.

          "Automatic Exchange Rights" means the benefit of the obligation of
          Shannon to effect the automatic exchange of shares of Shannon Common
          Stock for Exchangeable Shares pursuant to Section 5 (k) hereof.

          "Board of Directors" means the Board of Directors of SIL.

          "Business Day" has the meaning attributed thereto in the Exchangeable
          Share Provisions.

          "Equivalent Vote Amount" means, with respect to any matter,
          proposition or question on which holders of Shannon Common Stock are
          entitled to vote, consent or otherwise act, the number of votes to
          which a holder of one share of Shannon Common Stock is entitled with
          respect to such matter, proposition or question.

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                                       3

          "Exchange Right" has the meaning attributed thereto in Article 5
          hereof.

          "Exchangeable Share Consideration" has the meaning attributed thereto
          in the Exchangeable Share Provisions.

          "Exchangeable Share Price" has the meaning attributed thereto in the
          Exchangeable Share Provisions.

          "Exchangeable Share Provisions" has the meaning attributed thereto in
          the recitals hereto.

          "Exchangeable Shares" has the meaning attributed thereto in the
          recitals hereto. "Shannon Common Stock" has the meaning attributed
          thereto in the recitals hereto. "Shannon Consent" has the meaning
          attributed thereto in Section 4(b) hereof. "Shannon Meeting" has the
          meaning attributed thereto in Section 4(b) hereof. "Shannon Special
          Voting Stock" has the meaning attributed thereto in the recitals
          hereto. "Shannon Successor" has the meaning attributed thereto in
          subsection 11 (a) hereof. "Holder Votes" has the meaning attributed
          thereto in Section 4(b) hereof.

          "Holders" means the registered holders from time to time of
          Exchangeable Shares, other than Shannon and its Subsidiaries.

          "Insolvency Event" means the institution by SIL of any proceeding to
          be adjudicated a bankrupt or insolvent or to be dissolved or wound-up,
          or the consent of SIL to the institution of bankruptcy, insolvency,
          dissolution or winding-up proceedings against it, or the filing of a
          petition, answer or consent seeking dissolution or winding-up under
          any bankruptcy, insolvency or analogous laws, including without
          limitation the Companies' Creditors' Arrangement Act (Canada) and the
          Bankruptcy and Insolvency Act (Canada), and the failure by SIL to
          contest in good faith any such proceedings commenced in respect of SIL
          within 15 days of becoming aware thereof, or the consent by SIL to the
          filing of any such petition or to the appointment of a receiver, or
          the making by SIL of a general assignment for the benefit of
          creditors, or the admission in writing by SIL of its inability to pay
          its debts generally as they become due, or SIL not being permitted,
          pursuant to liquidity or solvency requirements of applicable law, to
          redeem any Retracted Shares pursuant to Section 6.6 of the
          Exchangeable Share Provisions.

          "Liquidation Call Right" has the meaning attributed thereto in the
          Exchangeable Share Provisions.

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                                       4

          "Liquidation Event" has the meaning attributed thereto in subsection
          5(k)(ii) hereof. "Liquidation Event Effective Date" has the meaning
          attributed thereto in subsection 5 (k) (iii) hereof.

          "List" has the meaning attributed thereto in Section 4(f) hereof.

          "Officers' Certificate" means, with respect to Shannon or SIL, as the
          case may be, a certificate signed by any two of the Chairman of the
          Board, the Vice-Chairman of the Board, the President, any
          Vice-President or any other senior officer of Shannon or SIL, as the
          case may be.

          "Person" includes an individual, partnership, corporation, company,
          unincorporated syndicate or organization, trust, trustee, executor,
          administrator and other legal representative.

          "Redemption Call Right" has the meaning attributed thereto in the
          Exchangeable Share Provisions.

          "Retracted Shares" has the meaning attributed thereto in Section 5(g)
          hereof.

          "Retraction Call Right" has the meaning attributed thereto in the
          Exchangeable Share Provisions.

          "Share Purchase Agreement" has the meaning attributed thereto in the
          recitals hereof.

          "Subsidiary" has the meaning attributed thereto in the Exchangeable
          Share Provisions.

          "Support Agreement" means that certain support agreement made as of
          even date hereof between SIL and Shannon.

          "Trust" means the trust created by this Agreement.

          "Trust Estate" means the Voting Share, any other securities, the
          Exchange Right, the Automatic Exchange Rights and any money or other
          property which may be held by the Trustee from time to time pursuant
          to this Agreement.

          "Trustee" means Max J. Wandinger C.A., LLB and, subject to the
          provisions of Article 10 hereof, includes any successor trustee or
          permitted assigns.

          "Voting Rights" means the voting rights attached to the Voting Share.

          "Voting Share" means the one (1) share of Shannon Special Voting
          Stock, U.S. $1.00 par value, issued by Shannon to and deposited with
          the Trustee, which entitles the holder of record to a number of votes
          at meetings of holders of Shannon Common Stock equal to the Aggregate
          Equivalent Vote Amount.
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                                       5


     (b)  Interpretation Not Affected by Headings, etc. The division of this
          Agreement into articles, sections and paragraphs and the insertion of
          headings are for convenience of reference only and shall not affect
          the construction or interpretation of this Agreement.

     (c)  Number, Gender, etc. Words importing the singular number only shall
          include the plural and vice versa. Words importing the use of any
          gender shall include all genders.

     (d)  Date for any Action. If any date on which any action is required to be
          taken under this Agreement is not a Business Day, such action shall be
          required to be taken on the next succeeding Business Day.

1.       Purpose of Agreement

         The purpose of this Agreement is to create the Trust for the benefit of
         the Holders, as herein provided. The Trustee will hold the Voting Share
         in order to enable the Trustee to exercise the Voting Rights and will
         hold the Exchange Right and the Automatic Exchange Rights in order to
         enable the Trustee to exercise such rights, in each case as Trustee for
         and on behalf of the Holders as provided in this Agreement. The Trust
         is hereby constituted on the 30th day of September, 2003 by the
         granting of the Exchange Rights and Automatic Exchange Rights to the
         Trustee notwithstanding that the Voting Share entitling the Trustee to
         Voting Rights is delivered after the date hereof.

2.       Voting Share

          (a)  Issuance and Ownership of the Voting Share. Immediately following
               approval by the directors of Shannon of the creation and issuance
               of the Voting Share, Shannon shall issue to and deposit with the
               Trustee the Voting Share to be hereafter held of record by the
               Trustee as trustee for and on behalf of, and for the use and
               benefit of the Holders and in accordance with the provisions of
               this Agreement in consideration for the payment by the Trustee of
               $1.00 (the receipt and sufficiency of which is hereby
               acknowledged) for and on behalf of the Holders. During the term
               of the Trust and subject to the terms and conditions of this
               Agreement, the Trustee shall possess and be vested with full
               legal ownership of the Voting Share and shall be entitled to
               exercise all of the rights and powers of an owner with respect to
               the Voting Share, provided that the Trustee shall:

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                                       6

               (i)  hold the Voting Share and the legal title thereto as trustee
                    solely for the use and benefit of the Holders in accordance
                    with the provisions of this Agreement; and

               (ii) except as specifically authorized by this Agreement, have no
                    power or authority to sell, transfer, vote or otherwise deal
                    in or with the Voting Share and the Voting Share shall not
                    be used or disposed of by the Trustee for any purpose other
                    than the purposes for which this Trust is created pursuant
                    to this Agreement.

          (b)  Legended Share Certificates. SIL will cause each certificate
               representing Exchangeable Shares to bear an appropriate legend
               notifying the Holders of their right to instruct the Trustee with
               respect to the exercise of the Voting Rights with respect to the
               Exchangeable Shares held by a Holder.

          (c)  Safe Keeping of Certificate. The certificate representing the
               Voting Share shall at all times be held in safe keeping by the
               Trustee or its agent.

3.        Exercise of Voting Rights

          (a)  Voting Rights. The Trustee, as the holder of record of the Voting
               Share, shall be entitled to all of the Voting Rights, including
               the right to consent to or to vote in person or by proxy the
               Voting Share, on any matter, question or proposition whatsoever
               that may properly come before the stockholders of Shannon or in
               connection with a Shannon Consent (in each case, as hereinafter
               defined). The Voting Rights shall be and remain vested in and
               exercised by the Trustee. Subject to Section 7(m) hereof, the
               Trustee shall exercise the Voting Rights only on the basis of
               instructions received pursuant to this Article 4 from Holders
               entitled to instruct the Trustee as to the voting thereof at the
               time at which a Shannon Consent is sought or a Shannon Meeting is
               held. To the extent that no instructions are received from a
               Holder with respect to the Voting Rights to which such Holder is
               entitled, the Trustee shall not exercise or permit the exercise
               of such Holder's Vote.

          (b)  Number of Votes. With respect to all meetings of stockholders of
               Shannon at which holders of shares of Shannon Common Stock are
               entitled to vote (a "Shannon Meeting") and with respect to all
               written consents sought by Shannon from its stockholders
               including the holders of shares of Shannon Common Stock (a
               "Shannon Consent" ), each Holder shall be entitled to instruct
               the Trustee to cast and exercise, in the manner instructed, a
               number of votes equal to the Equivalent Vote Amount for each
               Exchangeable Share owned of record by such Holder on the record
               date established by Shannon or by applicable law for such Shannon
               Meeting or Shannon Consent, as the case may be (the "Holder
               Votes") in respect of each matter, question or proposition to be
               voted on at such Shannon Meeting or to be consented to in
               connection with such Shannon Consent.

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                                       7

          (c)  Mailings to Shareholders. With respect to each Shannon Meeting
               and Shannon Consent, the Trustee will mail or cause to be mailed
               (or otherwise communicate in the same manner as Shannon utilizes
               in communications to holders of Shannon Common Stock, subject to
               the Trustee's ability to provide this method of communication and
               upon being advised in writing of such method) to each of the
               Holders named in the List on the same day as the initial mailing
               or notice (or other communication) with respect thereto is given
               by Shannon to its stockholders:

               (i)  a copy of such notice, together with any proxy or
                    information statement and related materials to be provided
                    to stockholders of Shannon;

               (ii) a statement that such Holder is entitled to instruct the
                    Trustee as to the exercise of the Holder Votes with respect
                    to such Shannon Meeting or Shannon Consent, as the case may
                    be, or, pursuant to Section 4(g) hereof, to attend such
                    Shannon Meeting and to exercise personally the Holder Votes
                    thereat;

               (iii) a statement as to the manner in which such instructions may
                    be given to the Trustee, including an express indication
                    that instructions may be given to the Trustee to give:

                    (a)  a proxy to such Holder or his designee to exercise
                         personally the Holder Votes; or

                    (b)  a proxy to a designated agent or other representative
                         of the management of Shannon to exercise such Holder
                         Votes;

               (iv) a statement that if no such instructions are received from
                    the Holder, the Holder Votes to which such Holder is
                    entitled will not be exercised;

               (v)  a form of direction whereby the Holder may so direct and
                    instruct the Trustee as contemplated herein; and

               (vi) a statement of (A) the time and date by which such
                    instructions must be received by the Trustee in order to be
                    binding upon it, which in the case of a Shannon Meeting
                    shall not be later than the close of business on the
                    Business Day prior to such meeting, and (B) the method for
                    revoking or amending such instructions.
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                                       8


         The materials referred to above are to be provided by Shannon to the
         Trustee, but shall be subject to review and comment by the Trustee.

         For the purpose of determining Holder Votes to which a Holder is
         entitled in respect of any such Shannon Meeting or Shannon Consent, the
         number of Exchangeable Shares owned of record by the Holder shall be
         determined at the close of business on the record date established by
         Shannon or by applicable law for purposes of determining stockholders
         entitled to vote at such Shannon Meeting or to give written consent in
         connection with such Shannon Consent. Shannon will notify the Trustee
         in writing of any decision of the board of directors of Shannon with
         respect to the calling of any such Shannon Meeting or the seeking of
         any such Shannon Consent and shall provide all necessary information
         and materials to the Trustee in each case promptly and in any event in
         sufficient time to enable the Trustee to perform its obligations
         contemplated by this Section 4(c).

          (a)  Copies of Stockholder Information. Shannon will deliver to the
               Trustee copies of all proxy materials (including notices of
               Shannon Meetings but excluding proxies to vote shares of Shannon
               Common Stock), information statements, reports (including without
               limitation all interim and annual financial statements) and other
               written communications that are to be distributed from time to
               time to holders of Shannon Common Stock in sufficient quantities
               and in sufficient time so as to enable the Trustee to send those
               materials to each Holder at the same time as such materials are
               first sent to holders of Shannon Common Stock. The Trustee will
               mail or otherwise send to each Holder, at the expense of Shannon,
               copies of all such materials (and all materials specifically
               directed to the Holders or to the Trustee for the benefit of the
               Holders by Shannon) received by the Trustee from Shannon at the
               same time as such materials are first sent to holders of Shannon
               Common Stock. The Trustee will make copies of all such materials
               available for inspection by any Holder at the office of the
               Trustee in the city of Calgary.

          (b)  Other Materials. Immediately after receipt by Shannon or any
               stockholder of Shannon of any material sent or given generally to
               the holders of Shannon Common Stock by or on behalf of a third
               party, including without limitation dissident proxy and
               information circulars (and related information and material) and
               tender and exchange offer circulars (and related information and
               material), Shannon shall use its best efforts to obtain and
               deliver to the Trustee copies thereof in sufficient quantities so
               as to enable the Trustee to forward such material (unless the
               same has been provided directly to Holders by such third party)
               to each Holder as soon as possible thereafter. As soon as
               practicable after receipt thereof, the Trustee will mail or
               otherwise send to each Holder, at the expense of Shannon, copies
               of all such materials received by the Trustee from Shannon. The
               Trustee will also make copies of all such materials available for
               inspection by any Holder at the office of the Trustee in the City
               of Calgary.

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                                       9

          (c)  List of Persons Entitled to Vote. SIL shall, (i) prior to each
               annual, general and special Shannon Meeting or the seeking of any
               Shannon Consent and (ii) forthwith upon each request made at any
               time by the Trustee in writing, prepare or cause to be prepared a
               list (a List of the names and addresses of the Holders arranged
               in alphabetical order and showing the number of Exchangeable
               Shares held of record by each such Holder, in each case at the
               close of business on the date specified by the Trustee in such
               request or, in the case of a List prepared in connection with a
               Shannon Meeting or a Shannon Consent, at the close of business on
               the record date established by Shannon or pursuant to applicable
               law for determining the holders of Shannon Common Stock entitled
               to receive notice of and/or to vote at such Shannon Meeting or to
               give consent in connection with such Shannon Consent. Each such
               List shall be delivered to the Trustee promptly after receipt by
               SIL of such request or the record date for such meeting or
               seeking of consent, as the case may be, and in any event within
               sufficient time as to enable the Trustee to perform its
               obligations under this Agreement. Shannon agrees to give SIL
               written notice (with a copy to the Trustee) of the calling of any
               Shannon Meeting or the seeking of any Shannon Consent together
               with the record dates therefor, sufficiently prior to the date of
               the calling of such meeting or seeking of such consent so as to
               enable SIL to perform its obligations under this Section 4(f).

          (d)  Entitlement to Direct Votes. Any Holder named in a List prepared
               in connection with any Shannon Meeting or any Shannon Consent
               will be entitled (i) to instruct the Trustee in the manner
               described in Section 4(c) hereof with respect to the exercise of
               the Holder Votes to which such Holder is entitled or (ii) to
               attend such meeting and personally to exercise thereat (or to
               exercise with respect to any written consent), as the proxy of
               the Trustee, the Holder Votes to which such Holder is entitled.

          (e)  Stockholder Proposals. The Trustee shall forthwith submit to
               Shannon any stockholder proposal (within the meaning of the
               United States Securities Exchange Act of 1934) received by the
               Trustee from a Holder. Such stockholder proposal may be
               considered at any meeting of Shannon at which the holders of
               Shannon Common Stock are entitled to submit stockholder
               proposals. Shannon agrees to accept all stockholder proposals
               submitted by the Trustee that are received by Shannon within the
               applicable time limitation under the United States Securities
               Exchange Act of 1934, provided that not more than one proposal is
               submitted on behalf of any one Holder.

          (f)  Voting by Trustee, and Attendance of Trustee Representative, at
               Meeting.

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                                       10

               (i)  In connection with each Shannon Meeting and Shannon Consent,
                    the Trustee shall exercise, either in person or by proxy, in
                    accordance with the instructions received from a Holder
                    pursuant to Section 4(c) hereof, the Holder Votes as to
                    which such Holder is entitled to direct the vote (or any
                    lesser number thereof as may be set forth in the
                    instructions); provided, however, that such written
                    instructions are received by the Trustee from the Holder
                    prior to the time and date fixed by it for receipt of such
                    instructions in the notice given by the Trustee to the
                    Holder pursuant to Section 4(c) hereof.

               (ii) The Trustee shall cause such representatives as are
                    empowered by it to sign and deliver, on behalf of the
                    Trustee, proxies for Voting Rights to attend each Shannon
                    Meeting at the expense of Shannon. Upon submission by a
                    Holder (or its designee) of identification satisfactory to
                    the Trustee's representatives, and at the Holder's request,
                    such representatives shall sign and deliver to such Holder
                    (or its designee) a proxy to exercise personally the Holder
                    Votes as to which such Holder is otherwise entitled
                    hereunder to direct the vote, if such Holder either (A) has
                    not previously given the Trustee instructions pursuant to
                    Section 4(c) hereof in respect of such meeting, or (B)
                    submits to the Trustee's representatives written revocation
                    of any such previous instructions. At such meeting, the
                    Holder exercising such Holder Votes shall have the same
                    rights as the Trustee to speak at the meeting in respect of
                    any matter, question or proposition, to vote by way of
                    ballot at the meeting in respect of any matter, question or
                    proposition and to vote at such meeting by way of a show of
                    hands in respect of any matter, question or proposition.

          (g)  Distribution of Written Materials. Any written materials to be
               distributed by the Trustee to the Holders pursuant to this
               Agreement shall be delivered or sent by mail (or otherwise
               communicated in the same manner as Shannon utilizes in
               communications to holders of Shannon Common Stock) to each Holder
               at its address as shown on the books of SIL. SIL shall provide or
               cause to be provided to the Trustee for this purpose, on a timely
               basis and without charge or other expense:

               (i) current lists of the Holders; and

               (ii) upon the request of the Trustee, mailing labels to enable
                    the Trustee to carry out its duties under this Agreement.

         The materials referred to above are to be provided by Shannon to the
         Trustee, but shall be subject to review and comment by the Trustee.

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                                       11

          (h)  Termination of Voting Right. Except as otherwise provided herein
               or in the Exchangeable Share Provisions, all of the rights of a
               Holder with respect to the Holder Votes exercisable in respect of
               the Exchangeable Shares held by such Holder, including the right
               to instruct the Trustee as to the voting of or to vote personally
               such Holder Votes and including the right to submit a stockholder
               proposal to the Trustee in accordance with Section 4(h) hereof,
               shall be deemed to be surrendered by the Holder to Shannon and
               such Holder Votes and the Voting Rights represented thereby shall
               cease immediately upon the delivery by such Holder to the Trustee
               of the certificates representing such Exchangeable Shares in
               connection with the exercise by the Holder of the Exchange Right
               or the occurrence of the automatic exchange of Exchangeable
               Shares for shares of Shannon Common Stock, as specified in
               Article 5 hereof (unless in either case Shannon shall not have
               delivered the Exchangeable Share Consideration deliverable in
               exchange therefor to the Trustee for delivery to the Holders), or
               upon the redemption of Exchangeable Shares pursuant to Article 6
               or Article 7 of the Exchangeable Share Provisions, or upon the
               effective date of the liquidation, dissolution or winding-up of
               SIL pursuant to Article 5 of the Exchangeable Share Provisions,
               or upon the purchase of Exchangeable Shares from the holder
               thereof by Shannon pursuant to the exercise by Shannon of the
               Retraction Call Right, the Redemption Call Right or the
               Liquidation Call Right.


5.         Exchange Right and Automatic Exchange

          (a)  Grant and Ownership of the Exchange Right. Shannon hereby grants
               to the Trustee as trustee for and on behalf of, and for the use
               and benefit of, the Holders (i) the right (the "Exchange Right'),
               upon the occurrence and during the continuance of an Insolvency
               Event, to require Shannon to purchase from each or any Holder all
               or any part of the Exchangeable Shares held by such Holders, and
               (ii) the Automatic Exchange Rights, all in accordance with the
               provisions of this Agreement.

               Shannon hereby acknowledges receipt from the Trustee as trustee
               for and on behalf of the Holders of good and valuable
               consideration (and the adequacy thereof) for the grant of the
               Exchange Right and the Automatic Exchange Rights by Shannon to
               the Trustee. During the term of the Trust and subject to the
               terms and conditions of this Agreement, the Trustee shall possess
               and be vested with full legal ownership of the Exchange Right and
               the Automatic Exchange Rights and shall be entitled to exercise
               all of the rights and powers of an owner with respect to the
               Exchange Right and the Automatic Exchange Rights, provided that
               the Trustee shall:

               (a)  hold the Exchange Right and the Automatic Exchange Rights
                    and the legal title thereto as trustee solely for the use
                    and benefit of the Holders in accordance with the provisions
                    of this Agreement; and

               (b)  except as specifically authorized by this Agreement, have no
                    power or authority to exercise or otherwise deal in or with
                    the Exchange Right or the Automatic Exchange Rights, and the
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                                       12

                    Trustee shall not exercise any such rights for any purpose
                    other than the purposes for which this Trust is created
                    pursuant to this Agreement.

          (b)  Legended Share Certificates. SIL will cause each certificate
               representing Exchangeable Shares to bear an appropriate legend
               notifying the Holders of:

               (a)  their right to instruct the Trustee with respect to the
                    exercise of the Exchange Right in respect of the
                    Exchangeable Shares held by a Holder; and

               (b)  the Automatic Exchange Rights.

          (c)  General Exercise of Exchange Right. The Exchange Right shall be
               and remain vested in and exercised by the Trustee. Subject to
               Section 7(m) hereof, the Trustee shall exercise the Exchange
               Right only on the basis of instructions received pursuant to this
               Article 5 from Holders entitled to instruct the Trustee as to the
               exercise thereof. To the extent that no instructions are received
               from a Holder with respect to the Exchange Right, the Trustee
               shall not exercise or permit the exercise of the Exchange Right.

          (d)  Purchase Price. The purchase price payable by Shannon for each
               Exchangeable Share to be purchased by Shannon under the Exchange
               Right shall be an amount equal to the Exchangeable Share Price on
               the last Business Day prior to the day of closing of the purchase
               and sale of such Exchangeable Share under the Exchange Right. In
               connection with each exercise of the Exchange Right, Shannon will
               provide to the Trustee an Officer's Certificate setting forth the
               calculation of the Exchangeable Share Price for each Exchangeable
               Share. The Exchangeable Share Price for each such Exchangeable
               Share so purchased may be satisfied only by Shannon issuing and
               delivering or causing to be delivered to the Trustee, on behalf
               of the relevant Holder, the Exchangeable Share Consideration
               representing the total Exchangeable Share Price.

          (e)  Exercise Instructions. Subject to the terms and conditions herein
               set forth, a Holder shall be entitled, upon the occurrence and
               during the continuance of an Insolvency Event, to instruct the
               Trustee to exercise the Exchange Right with respect to all or any
               part of the Exchangeable Shares registered in the name of such
               Holder. To cause the exercise of the Exchange Right by the
               Trustee, the Holder shall deliver to the Trustee, in person or by
               certified or registered mail, at its principal offices in
               Calgary, Alberta or at such other places in Canada as the Trustee
               may from time to time designate by written notice to the Holders,
               the certificates representing the Exchangeable Shares which such
               Holder desires Shannon to purchase, duly endorsed in blank, and
               accompanied by such other documents and instruments as may be
               required to effect a transfer of Exchangeable Shares under
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                                       13
               applicable law and the bylaws of SIL and such additional
               documents and instruments as the Trustee may reasonably require
               together with (i) a duly completed form of notice of exercise of
               the Exchange Right, contained on the reverse of or attached to
               the Exchangeable Share certificates, stating (A) that the Holder
               thereby instructs the Trustee to exercise the Exchange Right so
               as to require Shannon to purchase from the Holder the number of
               Exchangeable Shares specified therein, (B) that such Holder has
               good title to and owns all such Exchangeable Shares to be
               acquired by Shannon free and clear of all liens, claims and
               encumbrances, (C) the names in which the certificates
               representing Shannon Common Stock issuable in connection with the
               exercise of the Exchange Right are to be issued and (D) the names
               and addresses of the persons to whom the Exchangeable Share
               Consideration should be delivered and (ii) payment (or evidence
               satisfactory to the Trustee, SIL and Shannon of payment) of the
               taxes (if any) payable as contemplated by Section 5(h) of this
               Agreement. If only a part of the Exchangeable Shares represented
               by any certificate or certificates delivered to the Trustee are
               to be purchased by Shannon under the Exchange Right, a new
               certificate for the balance of such Exchangeable Shares shall be
               issued to the Holder at the expense of SIL.

          (f)  Delivery of Exchangeable Share Consideration; Effect of Exercise.
               Promptly after receipt of the certificates representing the
               Exchangeable Shares which the Holder desires Shannon to purchase
               under the Exchange Right (together with such documents and
               instruments of transfer and a duly completed form of notice of
               exercise of the Exchange Right), duly endorsed for transfer to
               Shannon the Trustee shall notify Shannon and SIL of its receipt
               of the same, which notice to Shannon and SIL shall constitute
               exercise of the Exchange Right by the Trustee on behalf of the
               Holder of such Exchangeable Shares, and Shannon shall immediately
               thereafter deliver or cause to be delivered to the Trustee, for
               delivery to the Holder of such Exchangeable Shares (or to such
               other persons, if any, properly designated by such Holder), the
               Exchangeable Share Consideration deliverable in connection with
               the exercise of the Exchange Right; provided, however, that no
               such delivery shall be made unless and until the Holder
               requesting the same shall have paid (or provided evidence
               satisfactory to the Trustee, SIL and Shannon of the payment of)
               the taxes (if any) payable as contemplated by Section 5(h) of
               this Agreement. Immediately upon the giving of notice by the
               Trustee to Shannon and SIL of the exercise of the Exchange Right,
               as provided in this Section 5 (f), the closing of the transaction
               of purchase and sale contemplated by the Exchange Right shall be
               deemed to have occurred, and the Holder of such Exchangeable
               Shares shall be deemed to have transferred to Shannon all of its
               right, title and interest in and to such Exchangeable Shares and
               in the related interest in the Trust Estate and shall cease to be
               a holder of such Exchangeable Shares and shall not be entitled to
               exercise any of the rights of a holder in respect thereof, other
               than the right to receive his proportionate part of the total
               purchase price therefor, unless such Exchangeable Share
               Consideration is not delivered by Shannon to the Trustee, for
               delivery to such Holder (or to such other persons, if any,
<PAGE>
                                       14

               properly designated by such Holder), within three Business Days
               of the date of the giving of such notice by the Trustee, in which
               case the rights of the Holder shall remain unaffected until such
               Exchangeable Share Consideration is delivered by Shannon and any
               cheque included therein is paid. Concurrently with such Holder
               ceasing to be a holder of Exchangeable Shares, the Holder shall
               be considered and deemed for all purpose to be the holder of the
               shares of Shannon Common Stock delivered to it pursuant to the
               Exchange Right.

          (g)  Exercise of Exchange Right Subsequent to Retraction. In the event
               that a Holder has exercised its right under Article 6 of the
               Exchangeable Share Provisions to require SIL to redeem any or all
               of the Exchangeable Shares held by the Holder (the Retracted
               Shares") and is notified by SIL pursuant to Section 6.6 of the
               Exchangeable Share Provisions that SIL will not be permitted as a
               result of liquidity or solvency requirements of applicable law to
               redeem all such Retracted Shares, subject to receipt by the
               Trustee of written notice to that effect from SIL and provided
               that Shannon shall not have exercised the Retraction Call Right
               with respect to the Retracted Shares and that the Holder has not
               revoked the retraction request delivered by the Holder to SIL
               pursuant to Section 6.1 of the Exchangeable Share Provisions, the
               retraction request will constitute and will be deemed to
               constitute notice from the Holder to the Trustee instructing the
               Trustee to exercise the Exchange Right with respect to those
               Retracted Shares which SIL is unable to redeem. In any such
               event, SIL hereby agrees with the Trustee and in favor of the
               Holder immediately to notify the Trustee of such prohibition
               against SIL redeeming all of the Retracted Shares and immediately
               to forward or cause to be forwarded to the Trustee all relevant
               materials delivered by the Holder to SIL (including without
               limitation a copy of the retraction request delivered pursuant to
               Section 6. I of the Exchangeable Share Provisions) in connection
               with such proposed redemption of the Retracted Shares and the
               Trustee will thereupon exercise the Exchange Right with respect
               to the Retracted Shares that SIL is not permitted to redeem and
               will require Shannon to purchase such shares in accordance with
               the provisions of this Article 5.

          (h)  Stamp or Other Transfer Taxes. Upon any sale of Exchangeable
               Shares to Shannon pursuant to the Exchange Right or the Automatic
               Exchange Rights, the share certificate or certificates
               representing Shannon Common Stock to be delivered in connection
               with the payment of the total purchase price therefor shall be
               issued in the name of the Holder of the Exchangeable Shares so
               sold or in such names as such Holder may otherwise direct in
               writing without charge to the holder of the Exchangeable Shares
               so sold, provided, however, that such Holder (i) shall pay (and
               neither Shannon, SIL nor the Trustee shall be required to pay)
               any documentary, stamp, transfer or other similar taxes that may
               be payable in respect of any transfer involved in the issuance or
               delivery of such shares to a person other than such Holder or
               (ii) shall have established to the satisfaction of the Trustee,
               Shannon and SIL that such taxes, if any, have been paid.

<PAGE>
                                       15

     (i)  Notice of Insolvency Event. SIL and Shannon shall give written notice
          thereof to the Trustee immediately upon the occurrence of an
          Insolvency Event or any event which with the giving of notice or the
          passage of time or both would be an Insolvency Event. As soon as
          practicable after receiving notice from SIL and Shannon or from any
          other Person of the occurrence of an Insolvency Event, the Trustee
          will mail to each Holder, at the expense of Shannon, a notice of such
          Insolvency Event in the form provided by Shannon, which notice shall
          contain a brief statement of the right of the Holders with respect to
          the Exchange Right.

     (j)  Reservation of Shares of Shannon Common Stock. Shannon hereby
          represents, warrants and covenants that it has irrevocably reserved
          for issuance and will at all times keep available, free from
          pre-emptive and other rights, out of its authorized and unissued
          capital stock such number of shares of Shannon Common Stock (i) as is
          equal to the sum of (A) the number of Exchangeable Shares issued and
          outstanding from time to time and (B) the number of Exchangeable
          Shares issuable upon the exercise of all rights to acquire
          Exchangeable Shares outstanding from time to time and (ii) as are now
          and may hereafter be required to enable and permit SIL and Shannon to
          meet their respective obligations hereunder, under the Support
          Agreement, under the Exchangeable Share Provisions and under any other
          security or commitment pursuant to the Share Purchase Agreement with
          respect to which Shannon may now or hereafter be required to issue
          shares of Shannon Common Stock.

     (k)  Automatic Exchange on Liquidation of Shannon

     (i)  Shannon will give the Trustee written notice of each of the following
          events at the time set forth below:

               (A)  in the event of any determination by the board of directors
                    of Shannon to institute voluntary liquidation, dissolution
                    or winding-up proceedings with respect to Shannon or to
                    effect any other distribution of assets of Shannon among its
                    stockholders for the purpose of winding-up its affairs, at
                    least 60 days prior to the proposed effective date of such
                    liquidation, dissolution, winding-up or other distribution;
                    and

<PAGE>
                                       16

               (B)  immediately, upon the earlier of (I) receipt by Shannon of
                    notice of and (II) Shannon otherwise becoming aware of any
                    threatened or instituted claim, suit, petition or other
                    proceedings with respect to the involuntary liquidation,
                    dissolution or winding-up of Shannon or to effect any other
                    distribution of assets of Shannon among its stockholders for
                    the purpose of winding-up its affairs.

          (ii) Immediately following receipt by the Trustee from Shannon of
               notice of any event (a "Liquidation Event") contemplated by
               Section 5 (k) (i) above, the Trustee will give notice thereof to
               the Holders. Such notice will be provided by Shannon to the
               Trustee and shall include a brief description of the automatic
               exchange of Exchangeable Shares for shares of Shannon Common
               Stock provided for in Section 5(k) (iii) below.

          (iii) In order that the Holders will be able to participate on a PRO
               RATA basis with the holders of Shannon Common Stock in the
               distribution of assets of Shannon in connection with a
               Liquidation Event, immediately prior to the effective time (the
               "Liquidation Event Effective Time") of a Liquidation Event all of
               the then outstanding Exchangeable Shares shall be automatically
               exchanged for shares of Shannon Common Stock. To effect such
               automatic exchange, Shannon shall be deemed to have purchased
               each Exchangeable Share outstanding immediately prior to the
               Liquidation Event Effective Time and held by Holders, and each
               Holder shall be deemed to have sold the Exchangeable Shares held
               by it at such time, for a purchase price per share equal to the
               Exchangeable Share Price applicable at such time. In connection
               with such automatic exchange, Shannon shall provide to the
               Trustee an Officers' Certificate setting forth the calculation of
               the purchase price for each Exchangeable Share.

          (iv) The closing of the transaction of purchase and sale contemplated
               by Section 5(k)(iii) above shall be deemed to have occurred
               immediately prior to the Liquidation Event Effective Time, and
               each Holder of Exchangeable Shares shall be deemed to have
               transferred to Shannon all of the Holder's right, title and
               interest in and to such Exchangeable Shares and the related
               interest in the Trust Estate and shall cease to be a holder of
               such Exchangeable Shares and Shannon shall deliver to the Holder
               the Exchangeable Share Consideration deliverable upon the
               automatic exchange of Exchangeable Shares. Concurrently with such
               Holder ceasing to be a holder of Exchangeable Shares, the Holder
               shall be considered and deemed for all purposes to be the holder
               of the shares of Shannon Common Stock issued to it pursuant to
               the automatic exchange of Exchangeable Shares for Shannon Common
               Stock and the certificates held by the Holder previously
               representing the Exchangeable Shares exchanged by the Holder with
               Shannon pursuant to such automatic exchange shall thereafter be
               deemed to represent the shares of Shannon Common Stock issued to
               the Holder by Shannon pursuant to such automatic exchange. Upon
               the request of a Holder and the surrender by the Holder of
<PAGE>
                                       17

               Exchangeable Share certificates deemed to represent shares of
               Shannon Common Stock, duly endorsed in blank and accompanied by
               such instruments of transfer as Shannon may reasonably require,
               Shannon shall deliver or cause to be delivered to the Holder
               certificates representing the shares of Shannon Common Stock of
               which the Holder is the holder.


6.   Restrictions on Issuance of Shannon Special Voting Stock

     During the term of this Agreement, Shannon will not issue any shares of
     Shannon Special Voting Stock in addition to the Voting Share.

7.   Concerning the Trustee

     (a)  Powers and Duties of the Trustee. The rights, powers and authorities
          of the Trustee under this Agreement, in its capacity as trustee of the
          Trust, shall include:

          (i)  receipt and deposit of the Voting Share from Shannon as trustee
               for and on behalf of the Holders in accordance with the
               provisions of this Agreement;

          (ii) granting proxies and distributing materials to Holders as
               provided in this Agreement;

          (iii) voting the Holder Votes in accordance with the provisions of
               this Agreement;

          (iv) receiving the grant of the Exchange Right and the Automatic
               Exchange Rights from Shannon as trustee for and on behalf of the
               Holders in accordance with the provisions of this Agreement;

          (v)  exercising the Exchange Right and enforcing the benefit of the
               Automatic Exchange Rights, in each case in accordance with the
               provisions of this Agreement, and in connection therewith
               receiving from Holders Exchangeable Shares and other requisite
               documents and distributing to such Holders the shares of Shannon
               Common Stock and cheques, if any, to which such Holders are
               entitled upon the exercise of the Exchange Right or pursuant to
               the Automatic Exchange Rights, as the case may be;

          (vi) holding title to the Trust Estate;


<PAGE>

                                       18


          (vii) investing any monies forming, from time to time, a part of the
               Trust Estate as provided in this Agreement;

          (viii) taking action at the direction of a Holder or Holders to
               enforce the obligations of Shannon under this Agreement; and

          (ix) taking such other actions and doing such other things as are
               specifically provided in this Agreement.

     In the exercise of such rights, powers and authorities the Trustee shall
     have (and is granted) such incidental and additional rights, powers and
     authority not in conflict with any of the provisions of this Agreement as
     the Trustee, acting in good faith and in the reasonable exercise of its
     discretion, may deem necessary, appropriate or desirable to effect the
     purpose of the Trust. Any exercise of such discretionary rights, powers and
     authorities by the Trustee shall be final, conclusive and binding upon all
     persons. For greater certainty, the Trustee shall have only those duties as
     are set out specifically in this Agreement.

     The Trustee shall not be bound to give any notice or do or take any act,
     action or proceeding by virtue of the powers conferred on it hereby unless
     and until it shall be specifically required to do so under the terms
     hereof; nor shall the Trustee be required to take any notice of, or to do
     or to take any act, action or proceeding as a result of any default or
     breach of any provision hereunder, unless and until notified in writing of
     such default or breach, which notices shall distinctly specify the default
     or breach desired to be brought to the attention of the Trustee and in the
     absence of such notice the Trustee may for all purposes of this Agreement
     conclusively assume that no default or breach has been made in the
     observance or performance of any of the representations, warranties,
     covenants, agreements or conditions contained herein.

     (b)  None of the provisions contained in this Agreement shall require the
          Trustee to expend or risk its own funds or otherwise incur financial
          liability in the exercise of any of its rights, powers, duties or
          authorities unless funded, given funds, security and indemnified; such
          costs and expenses shall be paid for by Shannon. The Trustee shall not
          be required to take any action until it has received reasonable
          funding, security and indemnity against the costs, expenses and
          liabilities which may be incurred by the Trustee.

     (c)  Dealings with Transfer Agents, Registrars, etc. Shannon irrevocably
          authorize the Trustee, from time to time, to:

          (a)  consult, communicate and otherwise deal with the respective
               registrars and transfer agents, and with any such subsequent
               registrar or transfer agent, of the Shannon Common Stock; and

<PAGE>
                                       19

          (b)  requisition, from time to time, (A) from any such registrar or
               transfer agent any information readily available from the records
               maintained by it which the Trustee may reasonably require for the
               discharge of its duties and responsibilities under this Agreement
               and (B) from the transfer agent of Shannon Common Stock, and any
               subsequent transfer agent of such shares, the share certificates
               issuable upon the exercise from time to time of the Exchange
               Right and pursuant to the Automatic Exchange Rights in the manner
               specified in Article 5 hereof.

     Shannon irrevocably authorizes and agrees to direct its registrars and
     transfer agents to comply with all such requests. Shannon covenants that it
     will supply its transfer agent with duly executed share certificates for
     the purpose of completing the exercise from time to time of the Exchange
     Right and the Automatic Exchange Rights, in each case pursuant to Article 5
     hereof.

     (d)  Books and Records. The Trustee shall keep available for inspection by
          Shannon and SIL, at the Trustee's principal office in Calgary,
          Alberta, correct and complete books and records of account relating to
          the Trustee's actions under this Agreement, including without
          limitation all information relating to mailings and instructions to
          and from Holders and all transactions pursuant to the Voting Rights,
          the Exchange Right and the Automatic Exchange Rights for the term of
          this Agreement. On or before August 31, 2004, and on or before August
          31 in every year thereafter, so long as the Voting Share is on deposit
          with the Trustee, the Trustee shall transmit to Shannon and SIL a
          brief report with respect to:

          (a)  the property and funds comprising the Trust Estate as of that
               date;

          (b)  the number of exercises of the Exchange Right, if any, and the
               aggregate number of Exchangeable Shares received by the Trustee
               on behalf of Holders in consideration of the issue and delivery
               by Shannon of shares of Shannon Common Stock in connection with
               the Exchange Right, during the calendar year ended on such date;
               and

          (c)  all other actions taken by the Trustee in the performance of its
               duties at the expense of Shannon under this Agreement which it
               had not previously reported.

     (e)  Income Tax Returns and Reports. The Trustee shall, to the extent
          necessary, prepare and file or cause to be prepared and filed on
          behalf of the Trust appropriate United States and Canadian income tax
          returns and any other returns or reports as may be required by
          applicable law, may obtain the advice and assistance of such experts
          as the Trustee may consider necessary or advisable. If requested by
          the Trustee, Shannon shall retain such experts for purposes of
          providing such advice and assistance.
<PAGE>
                                       20

     (f)  Actions by Holders. No Holder shall have the right to institute any
          action, suit or proceeding or to exercise any other remedy authorized
          by this Agreement for the purpose of enforcing any of its rights or
          for the execution of any trust or power hereunder unless the Holder
          has requested the Trustee to take or institute such action, suit or
          proceeding and furnished the Trustee with the funding, security and
          indemnity referred to in Section 7(f) hereof and the Trustee shall
          have failed to act within a reasonable time thereafter. In such case,
          but not otherwise, the Holder shall be entitled to take proceedings in
          any court of competent jurisdiction such as the Trustee might have
          taken; it being understood and intended that no one or more Holders
          shall have any right in any manner whatsoever to affect, disturb or
          prejudice the rights hereby created by any such action, or to enforce
          any right hereunder or under the Voting Rights, the Exchange Right or
          the Automatic Exchange Rights, except subject to the conditions and in
          the manner herein provided, and that all powers and trusts hereunder
          shall be exercised and all proceedings at law shall be instituted, had
          and maintained by the Trustee, except only as herein provided, and in
          any event for the equal benefit of all Holders.

     (g)  Reliance upon Declarations. The Trustee shall not be considered to be
          in contravention of any of its rights, powers, duties and authorities
          hereunder if, when required, it acts and relies in good faith upon
          lists, mailing labels, notices, statutory declarations, certificates,
          opinions, reports or other papers or documents furnished pursuant to
          the provisions hereof or required by the Trustee to be furnished to it
          in the exercise of its rights, powers, duties and authorities
          hereunder and such lists, mailing labels, notices, statutory
          declarations, certificates, opinions, reports or other papers or
          documents comply with the provisions of Section 7(i) hereof, if
          applicable, and with any other applicable provisions of this
          Agreement.

     (h)  Evidence and Authority to Trustee. SIL and/or Shannon shall furnish to
          the Trustee evidence of compliance with the conditions provided for in
          this Agreement relating to any action or step required or permitted to
          be taken by SIL and/or Shannon or the Trustee under this . Agreement
          or as a result of any obligation imposed under this Agreement,
          including, without limitation, in respect of the Voting Rights or the
          Exchange Right or the Automatic Exchange Rights and the taking of any
          other action to be taken by the Trustee at the request of or on the
          application of SIL and/or Shannon forthwith if and when:

          (a)  such evidence is required by any other section of this Agreement
               to be furnished to the Trustee in accordance with the terms of
               this Section 7(h); or

<PAGE>
                                       21

          (b)  the Trustee, in the exercise of its rights, powers, duties and
               authorities under this Agreement, gives SIL and/or Shannon
               written notice requiring it to furnish such evidence in relation
               to any particular action or obligation specified in such notice.

     Such evidence shall consist of an Officers' Certificate of SIL and/or
     Shannon or a statutory declaration or a certificate made by persons
     entitled to sign an Officer's Certificate stating that any such condition
     has been complied with in accordance with the terms of this Agreement.

     Whenever such evidence relates to a matter other than the Voting Rights or
     the Exchange Right or the Automatic Exchange Rights, and except as
     otherwise specifically provided herein, such evidence may consist of a
     report or opinion of any solicitor, auditor, accountant, appraiser, valuer,
     engineer or other expert or any other person whose qualifications give
     authority to a statement made by him provided that if such report or
     opinion is furnished by a director, officer or employee of SIL and/or
     Shannon it shall be in the form of an Officers' Certificate or a statutory
     declaration.

     Each statutory declaration, certificate, opinion or report furnished to the
     Trustee as evidence of compliance with a condition provided for in this
     Agreement shall include a statement by the person giving the evidence:

          (i)  declaring that he has read and understands the provisions of this
               Agreement relating to the condition in question;

          (ii) describing the nature and scope of the examination or
               investigation upon which he based the statutory declaration,
               certificate, statement or opinion; and

          (iii) declaring that he has made such examination or investigation as
               he believes is necessary to enable him to make the statements or
               give the opinions contained or expressed therein.

     (i)  Experts, Advisors and Agents. The Trustee may:

          (i)  in relation to these presents act and rely on the opinion or
               advice of or information obtained from or prepared by any
               solicitor, auditor, accountant, appraiser, valuer, engineer or
               other expert, whether retained by the Trustee or by SIL and/or
               Shannon or otherwise, and may employ such assistants as may be
               necessary to the proper determination and discharge of its powers
               and duties and determination of its rights hereunder and may pay
               proper and reasonable compensation for all such legal and other
               advice or assistance as aforesaid; and

<PAGE>
                                       22

          (ii) employ such agents and other assistants as it may reasonably
               require for the proper determination and discharge of its powers
               and duties hereunder, and may pay reasonable remuneration for all
               services performed for it (and shall be entitled to receive
               reasonable remuneration for all services performed by it) in the
               discharge of the trusts hereof and compensation for all
               disbursements, costs and expenses made or incurred by it in the
               determination and discharge of its duties hereunder and in the
               management of the Trust.

     (j)  Investment of Monies Held by Trustee. Unless otherwise provided in
          this Agreement, any monies held by or on behalf of the Trustee which
          under the terms of this Agreement may or ought to be invested or which
          may be on deposit with the Trustee or which may be in the hands of the
          Trustee may be invested and reinvested in the name or under the
          control of the Trustee in securities in which, under the laws of the
          Province of Alberta trustees are authorized to invest trust unit
          monies, provided that such securities are stated to mature within two
          years after their purchase by the Trustee, and the Trustee shall so
          invest such monies on the written direction of SIL. Pending the
          investment of any monies as hereinbefore provided, such monies may be
          deposited in the name of the Trustee in any chartered bank in Canada
          or, with the consent of SIL, in the deposit department of the Trustee
          or any other loan or company authorized to accept deposits under the
          laws of Canada or any province thereof at the rate of interest then
          current on similar deposits.

     (k)  Trustee Not Required to Give Security. The Trustee shall not be
          required to give any bond or security in respect of the execution of
          the trusts, rights, duties, powers and authorities of this Agreement
          or otherwise in respect of the premises.

     (l)  Trustee Not Bound to Act on Request. Except as in this Agreement
          otherwise specifically provided, the Trustee shall not be bound to act
          in accordance with any direction or request of SIL and/or Shannon or
          of the directors thereof until a duly authenticated copy of the
          instrument or resolution containing such direction or request shall
          have been delivered to the Trustee, and the Trustee shall be empowered
          to act and rely upon any such copy purporting to be authenticated and
          believed by the Trustee to be genuine.

     (m)  Conflicting Claims. If conflicting claims or demands are made or
          asserted with respect to any interest of any Holder in any
          Exchangeable Shares, including any disagreement between the heirs,
          representatives, successors or assigns succeeding to all or any part
          of the interest of any Holder in any Exchangeable Shares resulting in
          conflicting claims or demands being made in connection with such
          interest, then the Trustee shall be entitled, at its sole discretion,
          to refuse to recognize or to comply with any such claim or demand. In
          so refusing, the Trustee may elect not to exercise any Voting Rights,

<PAGE>
                                       23

          Exchange Right or Automatic Exchange Rights subject to such
          conflicting claims or demands and, in so doing, the Trustee shall not
          be or become liable to any person on account of such election or its
          failure or refusal to comply with any such conflicting claims or
          demands. The Trustee shall be entitled to continue to refrain from
          acting and to refuse to act until:

          (a)  the rights of all adverse claimants with respect to the Voting
               Rights, Exchange Right or Automatic Exchange Rights subject to
               such conflicting claims or demands have been adjudicated by a
               final judgment of a court of competent jurisdiction; or

          (b)  all differences with respect to the Voting Rights, Exchange Right
               or Automatic Exchange Right subject to such conflicting claims or
               demands have been conclusively settled by a valid written
               agreement binding on 'all such adverse claimants, and the Trustee
               shall have been furnished with an executed copy of such
               agreement.

     If the Trustee elects to recognize any claim or comply with any demand made
     by any such adverse claimant, it may in its discretion require such
     claimant to furnish such surety bond or other security satisfactory to the
     Trustee as it shall deem appropriate fully to indemnify it as between all
     conflicting claims or demands.

     (n)  Acceptance of Trust. The Trustee hereby accepts the Trust created and
          provided for by and in this Agreement and agrees to perform the same
          upon the terms and conditions herein set forth and to hold all rights,
          privileges and benefits conferred hereby and by law in trust for the
          various persons who shall from time to time be Holders, subject to all
          the terms and conditions herein set forth.

8.   Compensation

     Shannon and SIL jointly and severally agree to pay to the Trustee
     reasonable compensation for all of the services rendered by it under this
     Agreement and will reimburse the Trustee for all reasonable expenses
     (including but not limited to taxes, compensation paid to experts, agents
     and advisors and travel expenses) and disbursements, including the cost and
     expense of any suit or litigation of any character and any proceedings
     before any governmental agency reasonably incurred by the Trustee in
     connection with its rights and duties under this Agreement; provided that
     Shannon and SIL shall have no obligation to reimburse the Trustee for any
     expenses or disbursements paid, incurred or suffered by the Trustee in any
     suit or litigation in which the Trustee is determined to have acted in bad
     faith or with negligence or willful misconduct.
<PAGE>
                                       24

9.   Indemnification and Limitation of Liability

     (a)  Indemnification of the Trustee. Shannon and SIL jointly and severally
          agree to indemnify and hold harmless the Trustee, its partners,
          employees, agents, successors and assigns (collectively, the
          "Indemnified Parties") against all claims, losses, damages, costs,
          penalties, fines and reasonable expenses (including reasonable
          expenses of the legal counsel on a solicitor and his own client basis)
          which, without fraud, negligence, willful misconduct or bad faith on
          the part of such Indemnified Party, may be paid, incurred or suffered
          by the indemnified Party by reason of or as a result of the Trustee's
          acceptance or administration of the Trust, its compliance with its
          duties set forth in this Agreement, or any written or oral
          instructions delivered to the Trustee by Shannon or SIL pursuant
          hereto. In no case shall Shannon or SIL be liable under this indemnity
          for any claim against any of the Indemnified Parties unless Shannon
          and SIL shall be notified by the Trustee of the written assertion of a
          claim or of any action commenced against the Indemnified Parties,
          promptly after any of the Indemnified Parties shall have received any
          such written assertion of a claim or shall have been served with a
          summons or other first legal process giving information as to the
          nature and basis of the claim. Subject to (ii), below, Shannon and SIL
          shall be entitled to participate at their own expense in the defense
          and, if Shannon or SIL so elect at any time after receipt of such
          notice, either of them may assume the defense of any suit brought to
          enforce any such claim. The Trustee shall have the right to employ
          separate counsel in any such suit and participate in the defense
          thereof but the fees and expenses of such counsel shall be at the
          expense of the Trustee unless: (i) the employment of such counsel has
          been authorized by Shannon or SIL, such authorization not to be
          unreasonably withheld; or (ii) the named parties to any such suit
          include both the Trustee and Shannon or SIL and the Trustee shall have
          been advised by counsel acceptable to Shannon or SIL that there may be
          one or more legal defenses available to the Trustee that are different
          from or in addition to those available to Shannon or SIL and that an
          actual or potential conflict exists (in which case Shannon and SIL
          shall not have the right to assume the defense of such suit on behalf
          of the Trustee but shall be liable to pay the reasonable fees and
          expenses of counsel for the Trustee).

     (b)  Limitation of Liability. The Trustee shall not be held liable for any
          loss which may occur by reason of depreciation of the value of any
          part of the Trust Estate or any loss incurred on any investment of
          funds pursuant to this Agreement except to the extent that such loss
          is attributable to the fraud, willful misconduct or bad faith on the
          part of the Trustee.

<PAGE>
                                       25

10.  Change of Trustee

     (a)  Resignation. The Trustee, or any trustee hereafter appointed, may at
          any time resign by giving written notice of such resignation to
          Shannon and SIL specifying the date on which it desires to resign,
          provided that such notice shall not be given less than 30 days before
          such desired resignation date unless Shannon and SIL otherwise agree.
          Upon receiving such notice of resignation, Shannon and SIL shall
          promptly appoint a successor trustee by written instrument in
          duplicate, one copy of which shall be delivered to the resigning
          trustee and one copy to the successor trustee. Failing acceptance by a
          successor trustee, a successor trustee may be appointed by an order of
          the Alberta Court of Queen's Bench upon application of one or more of
          the parties hereto.

     (b)  Removal. The Trustee, or any Trustee hereafter appointed, may be
          removed with or without cause, at any time on 30 days prior notice by
          written instrument executed by Shannon and SIL, in duplicate, one copy
          of which shall be delivered to the trustee so removed and one copy to
          the successor trustee, provided that, in connection with such removal,
          provision is made for a replacement trustee similar to that
          contemplated in Section 10(a).

     (c)  Successor Trustee. Any successor trustee appointed as provided under
          this Agreement shall execute, acknowledge and deliver to Shannon and
          SIL and to its predecessor trustee an instrument accepting such
          appointment. Thereupon the resignation or removal of the predecessor
          trustee shall become effective and such successor trustee, without any
          further act, deed or conveyance, shall become vested with all the
          rights, powers, duties and obligations of its predecessor under this
          Agreement, with like effect as if originally named as trustee in this
          Agreement. However, on the written request of Shannon and SIL or of
          the successor trustee, the trustee ceasing to act shall, upon payment
          of any amounts then due it pursuant to the provisions of this
          Agreement, execute and deliver an instrument transferring to such
          successor trustee all the rights and powers of the trustee so ceasing
          to act. Upon the request of any such successor trustee, Shannon, SIL
          and such predecessor trustee shall execute any and all instruments in
          writing for more fully and certainly vesting in and confirming to such
          successor trustee all such rights and powers.

(d)      Notice of Successor Trustee. Upon acceptance of appointment by a
         successor trustee as provided herein, Shannon and SIL shall cause to be
         mailed notice of the succession of such trustee hereunder to each
         Holder specified in a List. If Shannon or SIL shall fail to cause such
         notice to be mailed within 10 days after acceptance of appointment by
         the successor trustee, the successor trustee shall cause such notice to
         be mailed at the expense of Shannon and SIL.

<PAGE>
                                       26

11.      Shannon Successors

(a)      Certain Requirements in Respect of Combination, etc. Shannon shall not
         enter into any transaction (whether by way of reconstruction,
         reorganization, consolidation, merger, transfer, sale, lease or
         otherwise) whereby all or substantially all of its undertaking,
         property and assets would become the property of any other Person or,
         in the case of a merger, of the continuing corporation resulting
         therefrom unless:

          (i)  such other Person or continuing corporation (the "Shannon
               Successor, by operation of law, becomes, without further action,
               bound by the terms and provisions of this Agreement or, if not so
               bound, executes, prior to or contemporaneously with the
               consummation of such transaction an agreement supplemental hereto
               and such other instruments (if any) as are satisfactory to the
               Trustee and in the opinion of legal counsel to the Trustee are
               necessary or advisable to evidence the assumption by the Shannon
               Successor of liability for all monies payable and property
               deliverable hereunder and the covenant of such Shannon Successor
               to pay and deliver or cause to be delivered the same and its
               agreement to observe and perform all the covenants and
               obligations of Shannon under this Agreement; and

          (ii) such transaction shall, to the satisfaction of the Trustee and in
               the opinion of legal counsel to the Trustee, be upon such terms
               as substantially to preserve and not to impair in any material
               respect any of the rights, duties, powers and authorities of the
               Trustee or of the Holders hereunder.

     (b)  Vesting of Powers in Successor. Whenever the conditions of Section 11
          (a) hereof have been duly observed and performed, the Trustee, if
          required, by Section 11 (a) hereof, the Shannon Successor and SIL
          shall execute and deliver the supplemental agreement provided for in
          Article 12 hereof and thereupon the Shannon Successor shall possess
          and from time to time may exercise each and every right and power of
          Shannon under this Agreement in the name of Shannon or otherwise and
          any act or proceeding by any provision of this Agreement required to
          be done or performed by the board of directors of Shannon or any
          officers of Shannon may be done and performed with like force and
          effect by the directors or officers of such Shannon Successor.

     (c)  Wholly-Owned Subsidiaries. Nothing herein shall be construed as
          preventing the amalgamation or merger of any wholly-owned subsidiary
          of Shannon with or into Shannon or the winding-up, liquidation or
          dissolution of any wholly-owned subsidiary of Shannon provided that
          all of the assets of such subsidiary are transferred to Shannon or
          another wholly-owned subsidiary of Shannon, and any such transactions
          are expressly permitted by this Article 11.

<PAGE>
                                       27

12.  Amendments and Supplemental Agreements

     (a)  Amendments, Modifications, etc. This Agreement may not be amended or
          modified except by an agreement in writing executed by SIL, Shannon
          and the Trustee and approved by the Holders in accordance with Section
          9.2 of the Exchangeable Share Provisions.

     (b)  Ministerial Amendments. Notwithstanding the provisions of Section
          12(a) hereof, the parties to that agreement may in writing, at any
          time and from time to time, without the approval of the Holders, amend
          or modify this Agreement for the purposes of:

          (i)  adding to the covenants of any or all of the parties hereto for
               the protection of the Holders hereunder;

          (ii) making such amendments or modifications not inconsistent with
               this Agreement as may be necessary or desirable with respect to
               matters or questions which, in the opinion of the board of
               directors of each of Shannon and SIL and in the opinion of the
               Trustee and its counsel having in mind the best interests of the
               Holders as a whole, it may be expedient to make, provided that
               such boards of directors and the Trustee and its counsel shall be
               of the opinion that such amendments and modifications will not be
               prejudicial to the interests of the Holders as a whole; or

          (iii) making such changes or corrections which, on the advice of
               counsel to SIL, Shannon and the Trustee, are required for the
               purpose of curing or correcting any ambiguity or defect or
               inconsistent provision or clerical omission or mistake or
               manifest error, provided that the Trustee and its counsel and the
               board of directors of each of SIL and Shannon shall be of the
               opinion that such changes or corrections will not be prejudicial
               to the interests of the Holders as a whole.

     (c)  Meeting to Consider Amendments. SIL, at the request of Shannon, shall
          call a meeting or meetings of the Holders for the purpose of
          considering any proposed amendment or modification requiring approval
          pursuant hereto. Any such meeting or meetings shall be called and held
          in accordance with the bylaws of SIL, the Exchangeable Share
          Provisions and all applicable laws.

     (d)  Changes in Capital of Shannon and SIL. At all times after the
          occurrence of any event effected pursuant to Section 2(e) or Section
          2(f) of the Support Agreement, as a result of which either Shannon
          Common Stock or the Exchangeable Shares or both are in any way
          changed, this Agreement shall forthwith be amended and modified as
          necessary in order that it shall apply with full force and effect,
<PAGE>
                                       28

          mutatis mutandis, to all new securities into which Shannon Common
          Stock or the Exchangeable Shares or both are so changed and the
          parties hereto shall execute and deliver a supplemental agreement
          giving effect to and evidencing such necessary amendments and
          modifications.

     (e)  Execution of Supplemental Agreements. No amendment to or modification
          or waiver of any of the provisions of this Agreement otherwise
          permitted hereunder shall be effective unless made in writing and
          signed by all of the parties hereto. From time to time SIL (when
          authorized by a resolution of its Board of Directors), Shannon (when
          authorized by a resolution of its board of directors) and the Trustee
          may, subject to the provisions of these presents, and they shall, when
          so directed by these presents, execute and deliver by their proper
          officers, agreements or other instruments supplemental hereto, which
          thereafter shall form part hereof, for any one or more of the
          following purposes:

          (i)  evidencing the succession of any Shannon Successors to Shannon
               and the covenants of and obligations assumed by each such Shannon
               Successors in accordance with the provisions of Article 11, and
               the successor of any successor trustee in accordance with the
               provisions of Article 10;

          (ii) making any additions to, deletions from or alterations of the
               provisions of this Agreement or the Voting Rights, the Exchange
               Right or the Automatic Exchange Rights which, in the opinion of
               the Trustee and its counsel, will not be prejudicial to the
               interests of the Holders as a whole or are in the opinion of
               counsel to the Trustee necessary or advisable in order to
               incorporate, reflect or comply with any legislation the
               provisions of which apply to Shannon, SIL, the Trustee or this
               Agreement; and

          (iii) for any other purposes not inconsistent with the provisions of
               this Agreement, including without limitation to make or evidence
               any amendment or modification to this Agreement as contemplated
               hereby, provided that, in the opinion of the Trustee and its
               counsel, the rights of the Trustee and the Holders as a whole
               will not be prejudiced thereby.

13.  Termination

     (a)  Term. The Trust created by this Agreement shall continue until the
          earliest to occur of the following events:

          (i)  no outstanding Exchangeable Shares are held by a Holder;
<PAGE>
                                       29

          (ii) each of SIL and Shannon elects in writing to terminate the Trust
               and such termination is approved by the Holders of the
               Exchangeable Shares in accordance with Section 9.2 of the
               Exchangeable Share Provisions; and

          (iii) twenty-one (21) years after the death of the last survivor of
               the descendants of His Majesty King George Vl of the United
               Kingdom of Great Britain and Northern Ireland living on the date
               of the creation of the Trust.

     (b)  Survival of Agreement. This Agreement shall survive any termination of
          the Trust and shall continue until there are no Exchangeable Shares
          outstanding held by a Holder, provided, however, that the provisions
          of Articles 8 and 9 hereof shall survive any such termination of this
          Agreement.

14.      General

     (a)  Severability. If any provision of this Agreement is held to be
          invalid, illegal or unenforceable, the validity, legality or
          enforceability of the remainder of this Agreement shall not in any way
          be affected or impaired thereby and the agreement shall be carried out
          as nearly as possible in accordance with its original terms and
          conditions.

     (b)  Inurement. This Agreement shall be binding upon and inure to the
          benefit of the parties hereto and their respective successors and
          permitted assigns and to the benefit of the Holders.

     (c)  Notices to Parties. All notices and other communications between the
          parties hereunder shall be in writing and shall be deemed to have been
          given if delivered personally or by confirmed telecopy to the parties
          at the following addresses (or at such other address for such party as
          shall be specified in like notice):

          (i)  if to Shannon at: Shannon International Resources Inc.
                           2000   -   715   5 Avenue SW
                           Calgary Alberta   T2P 2X6
                           Attention: Blair Coady - President

                  (ii)     if to SIL at: Shannon Investments Ltd.
                           2000   -   715   5 Avenue SW
                           Calgary Alberta   T2P 2X6
                           Attention: Blair Coady - President

<PAGE>
                                       30

                  (iii)    if to the Trustee at: Max J. Wandinger 2 - 1450 28
                           Street NE Calgary Alberta T2A 7W6

         Any notice or other communication given personally shall be deemed to
         have been given and received upon delivery thereof and if given by
         telecopy shall be deemed to have been given and received on the date of
         receipt thereof unless such day is not a Business Day in which case it
         shall be deemed to have been given and received upon the immediately
         following Business Day.

          (d)  Notice of Holders. Any and all notices to be given and any
               documents to be sent to any Holders may be given or sent to the
               address of such Holder shown on the register of Holders of
               Exchangeable Shares in any manner permitted by the Exchangeable
               Share Provisions and shall be deemed to be received (if given or
               sent in such manner) at the time specified in such Exchangeable
               Share Provisions, the provisions of which the Exchangeable Share
               Provisions shall apply mutatis mutandis to notices or documents
               as aforesaid sent to such Holders.

          (e)  Risk of Payments by Post. Whenever payments are to be made or
               documents are to be sent to any Holder by the Trustee, by SIL or
               by Shannon or by such Holder to the Trustee or to Shannon or SIL,
               the making of such payment or sending of such document sent
               through the post shall be at the risk of SIL or Shannon, in the
               case of payments made or documents sent by the Trustee or SIL or
               Shannon, and the Holder, in the case of payments made or
               documents sent by the Holder.

          (f)  Counterparts. This Agreement may be executed in counterparts,
               each of which shall be deemed an original, but all of which taken
               together shall constitute one and the same instrument.

          (g)  Jurisdiction. This Agreement shall be construed and enforced in
               accordance with the laws of the Province of Alberta and the laws
               of Canada applicable therein.

          (h)  Attornment. Shannon agrees that any action or proceeding arising
               out of or relating to this Agreement may be instituted in the
               courts of Alberta, waives any objection which it may have now or
               hereafter to the venue of any such action or proceeding,
               irrevocably submits to the jurisdiction of the said courts in any
               such action or proceeding, agrees to be bound by any judgment of
               the said courts and agrees not to seek, and hereby waives, any
               review of the merits of any such judgment by the courts of any
               other jurisdiction and hereby appoints SIL at its registered
               office in the Province of Alberta as Shannon's attorney for
               service of process.
<PAGE>
                                       31

     IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed as of the date first above written.




                                        Shannon International Resources Inc.

                                        Per: /s/ Blair Coady
                                           ---------------------------------
                                        Per:
                                           ---------------------------------

                                        Shannon Investments Ltd.

                                        Per: /s/ Blair Coady
                                           ---------------------------------

                                        Per:
                                           ---------------------------------



Witness                                 Max J. Wandinger
                                        /s/ Max J. Wandinger
----------------------------            ----------------------------------
Name:
Address:







<PAGE>