Lithium Exploration Group, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






UNANIMOUS SHAREHOLDERS AND MANAGEMENT
AGREEMENT

THIS AGREEMENT is made and effective as of October 18, 2013
(the “Effective Date”).

AMONG:

     ALTA DISPOSAL LTD., a body
corporate, 
duly incorporated under the laws of the Province of Alberta,

(hereinafter called “Alta”)

OF THE FIRST PART

-and-

EXCEL PETROLEUM LTD., a body corporate 
duly
incorporated under the laws of the Province of Alberta, 
(hereinafter called
“Excel”)

OF THE SECOND PART 

(Alta and Excel, jointly the “Shareholders”) 

-and-

BLUE TAP RESOURCES INC., a body corporate, 
duly
incorporated under the laws of the Province of Alberta, 
(hereinafter called
the “Corporation”)

OF THE THIRD PART

     WHEREAS the issued and
outstanding shares of Alta are owned by Lithium Exploration Group, Inc.
(“Lithium”) and the issued and outstanding shares of Excel are owned by Vincent
Murphy (“Murphy”);

     AND WHEREAS the authorized
capital of the Corporation consists of an unlimited number of common shares, of
which 1,000,000 common shares are issued and outstanding and an unlimited number
of first preferred shares, of which none are issued and outstanding;

     AND WHEREAS as of the date of
this Agreement all of the issued and outstanding shares of the Corporation are
beneficially owned by the Shareholders as follows:

	Name of Shareholder 	Number and Class of Shares 	Percent of Class 
	  	  	  
	Alta 	510,000 Common 	51% 
	Excel 	490,000 Common 	49% 


     AND WHEREAS the Parties intend
that this Agreement shall operate and be construed as a Unanimous Shareholders
Agreement under the Act; 

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     AND WHEREAS the Shareholders and
the Corporation have agreed to enter into this Agreement as being in their
respective best interests and for the purpose of providing for the orderly
management and operation of the Corporation;

     NOW THEREFORE THIS AGREEMENT
WITNESSES THAT in consideration of the premises and the mutual covenants and
agreements herein contained, and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by the Parties), the
Parties covenant and agree as follows:

     ARTICLE 1

INTERPRETATION

1.1 Definitions

	 	(a) 	
      “Act” means the Business Corporations Act
      (Alberta), as amended from time to time and every statute that may be
      substituted therefore, and in the case of any such amendment and
      substitution, any reference in this Agreement to the Act shall be read as
      referring to the amended or substituted provisions therefor;

	 	 	 
	 	(b) 	
      “Accountants” means such independent firm of chartered
      accountants as may, from time to time, be chosen by the Shareholders as
      accountants of the Corporation;

	 	 	 
	 	(c) 	
      “Agreement” means this agreement and all schedules
      attached hereto and includes any amendments made hereto and thereto by
      written agreement between the Shareholder and the Corporation;

	 	 	 
	 	(d) 	
      “Articles” means the Articles of Incorporation of the
      Corporation filed on June 5, 2013 and the Articles of Amendment of the
      Corporation filed on August 7, 2013, as may from time to time to amended
      or restated;

	 	 	 
	 	(e) 	
      “Assets” means the Lands, the Wells, the Facilities, the
      Pipelines and the Disposal Well located at 14-27-055-24-W4M;

	 	 	 
	 	(f) 	
      “Business Day” means a day other than a Saturday, Sunday
      or statutory holiday in Alberta;

	 	 	 
	 	(g) 	
      “By-laws” means any by-laws of the Corporation from time
      to time in force and effect;

	 	 	 
	 	(h) 	
      “Chairman” means the Chairman of the Board of directors
      of the Corporation, which person shall be Alex Walsh until and unless a
      new Chairman is appointed pursuant to the terms of this
  Agreement;

	 	 	 
	 	(i) 	
      “Closing” means the closing date of the Transaction which
      is October 18, 2013 or such other date as agreed to by the
  Parties;

	 	 	 
	 	(j) 	
      “Debenture” means the $300,000 Secured Convertible
      Debenture issued by the Corporation to Lithium and which is due and
      payable on July 30, 2014, subject to certain conditions with respect to
      the conversion of the Debenture amount into common shares of the
      Corporation;



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	 	(k) 	
      “Director” of “Directors” means the person or persons who
      are, from time to time in accordance with the terms of this Agreement,
      duly elected or appointed to the Board of Directors of the
    Corporation;

	 	 	 
	 	(l) 	
      “Disposal Well” means the Disposal Well located at
      14-27-055-24-W4M on the Lands;

	 	 	 
	 	(m) 	
      “Disposal Well Licenses” means any licenses required with
      respect to qualifying the Disposal Well initially as a water disposal well
      and facility and subsequently as a disposal well and facility capable of
      handling all fluids with Class 1A status;

	 	 	 
	 	(n) 	
      “Effective Date” means October 10, 2013;

	 	 	 
	 	(o) 	
      “Facilities” means all facilities and equipment located
      on the Lands;

	 	 	 
	 	(p) 	
      “Holding Corporation” and “Holding Corporation
      Shareholder” have the meanings ascribed thereto in Section 9.3;

	 	 	 
	 	(q) 	
      “Lands” means the lands located on
      Section14-27-055-24-W4M;

	 	 	 
	 	(r) 	
      “Officer” means any duly appointed officer of the
      Corporation;

	 	 	 
	 	(s) 	
      “Party or Parties” means any person, firm, corporation or
      entity referred to in this Agreement and includes any person who may
      hereafter execute a counterpart of this Agreement upon becoming a
      Shareholder;

	 	 	 
	 	(t) 	
      “Principal” means any of the persons who is a controlling
      shareholder of a Holding Corporation Shareholder;

	 	 	 
	 	(u) 	
      “Secretary” means the Corporate Secretary of the
      Corporation and if there is no secretary, then the Chairman;

	 	 	 
	 	(v) 	
      “Shares” means shares of the Corporation that the
      Shareholders at the date hereof or hereafter may beneficially
  own;

	 	 	 
	 	(w) 	
      “Shareholders” means Alta and Excel, together with such
      other persons which may become Parties to this Agreement, collectively,
      and “Shareholder” means any one of such persons individually;

	 	 	 
	 	(x) 	
      “Title Documents” means the documents of title for the
      Assets and any lands or leases derived or selected therefrom and any
      renewals, replacements or extensions thereof;

	 	 	 
	 	(y) 	
      “Transaction” means the share purchase transaction
      between Lithium, Alta, Excel, Vincent Murphy and the Corporation whereby
      Alta acquired 51% of the issued and outstanding shares of the Corporation
      in accordance with the terms of the Debenture;

	 	 	 
	 	(z) 	
      “Walsh” means Alex Walsh, Chairman, President and Chief
      Executive Officer of the Corporation; and

	 	 	 
	 	(aa) 	
      “Wells” means any wells located on the
  Lands.



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1.2 Headings

     Headings of the Articles and
Sections hereof are inserted for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. The terms “this
Agreement”, “hereof”, “hereunder” and similar expressions refer to this
Agreement and not to any particular Article, Section or other portion hereof and
include any agreement or instrument supplemental or ancillary hereto. Unless
something in the subject matter or context is inconsistent therewith, references
herein to Articles and Sections are to Articles and Sections of this
Agreement.

1.3 Construction

     Words importing the singular
number only shall include the plural and vice versa and words importing
the masculine gender shall include the feminine and neuter genders and vice
versa and words importing persons shall include companies, corporations,
partnerships, syndicates, trusts, unincorporated organizations and any number or
aggregate of persons. When describing Shareholders hereunder, the word “it”
shall include individuals as well as corporations.

1.4 Accounting Principles

     Wherever in this Agreement
reference is made to generally accepted accounting principles, such reference
shall be deemed to be the generally accepted accounting principles from time to
time approved by the Canadian Institute of Chartered Accountants, or any
successor institute, applicable as at the date on which such calculation is made
or required to be made in accordance with generally accepted accounting
principles.

1.5 Defined Terms

     Words and phrases used in this
Agreement and not defined herein have the same meaning assigned to them in the
Act.

1.6 Independent Legal Advice

     For the purposes of this
Agreement, the Parties acknowledge and agree that Walsh, Alta and the
Corporation are represented by Ross O. Drysdale Professional Corporation and
that Excel shall retain independent legal counsel with respect to obtaining
advice for this Agreement.

ARTICLE 2 
IMPLEMENTATION OF
AGREEMENT

2.1 Unanimous Shareholders Agreement

     The Parties hereby acknowledge
and confirm that it is their intention that this Agreement shall be a Unanimous
Shareholders Agreement as contemplated by the Act. To the extent that this
Agreement specifies that any matters may only be or shall be dealt with or
approved by or shall require action by the Shareholders, the discretion and
powers of the Directors to manage and to supervise the management of the
business and affairs of the Corporation with respect to such matters are
correspondingly restricted.

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2.2 Carrying Out of the Agreement

     Each of the Shareholders shall:
(i) vote or cause to be voted the Shares owned or controlled by it in such a way
so as to fully implement the terms and conditions of this Agreement and (ii) if
any Director for any reason refuses to exercise his discretion in accordance
with the terms of this Agreement, forthwith take such steps as are necessary to
remove such Director.

2.3 Deemed Consent

     Each of the Shareholders shall be
deemed to have consented to any transfer of Shares made in accordance with this
Agreement and each covenants and agrees to waive any restriction on transfer
contained in the Articles or By-laws in order to give effect to such
transfers.

2.4 Conflict

     In the event of any conflict
between the provisions of this Agreement and the Articles and By-laws, the
provisions of this Agreement shall govern. Each of the Shareholders agrees to
vote or cause to be voted the Shares owned by him so as to cause the Articles or
By-laws, or both, as the case may be, to be amended to resolve any such conflict
in favour of the provisions of this Agreement.

ARTICLE 3
FINANCING AND CAPITALIZATION OF THE
CORPORATION

3.1 General Intention

     The Parties acknowledge and
confirm that Alta and Lithium provided the initial capitalization for the
Corporation through funds loaned by Lithium and through additional capital
provided by Lithium and Alta. After the Effective Date and in accordance with
Section 8.1 below, Alta and Lithium may provide additional funds and capital to
the Corporation in exchange for additional equity in the Corporation. Provided
that the Corporation has adequate cash flow, the Parties agree that the funds
required for carrying on the business of the Corporation should be those
generated by the Corporation, and then when necessary, by permanent or interim
financing or any combination thereof, which shall be arranged by the Directors
when appropriate, having regard to the status of the business of the
Corporation.

3.2 Payment of Capital Requirements of the
Corporation

	 	(a) 	
      Upon the Closing of the Transaction, Alta acquired 51% of
      the issued and outstanding Common Shares of the Corporation by funding
      $450,000 of the capital requirements of the Corporation. It is the
      intention of the Parties that Alta may continue to fund the on- going
      capital requirements of the Corporation if and when funds are necessary
      for the completion of the Facilities. The Parties also acknowledge and
      agree that none of the Parties including Lithium, Alta or Excel shall have
      the obligation to provide additional funding. After the Closing of the
      Transaction, Alta may continue to fund the current capital requirements of
      the Corporation for up to a minimum of $420,000, subject to the provisions
      of Section 8.1(b) below.

	 	 	 
	 	(b) 	
      Subject to Section 3.1 above and in the event that Alta
      elects to fund the on-going capital requirements of the Corporation beyond
      the aggregate of $870,000 set out in Section 3.2(a) above, any such funds
      advanced by Alta shall be deemed to be funds loaned by Alta to the
      Corporation on a non-interest bearing, unsecured bridge loan basis. Any
      such funds provided to the Corporation shall be repayable by the
Corporation from cash flow generated by the Corporation and in any event any
such finds loaned prior to June 30, 2014 shall not be due and payable until June
30, 2014 and thereafter shall not be due and payable until a date that is not
less than 6 months following the date of any such loan.



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ARTICLE 4 
DIRECTORS AND OFFICERS

4.1 Directors

     Unless otherwise agreed by all of
the Shareholders, the Board of Directors of the Corporation shall consist of
three (3) Directors of which two (2) shall be nominees of Alta and one (1)
nominee of Excel, initially being Vincent Murphy. Each Shareholder shall, from
time to time, vote its Shares for the appointment of its nominees or nominee, as
the case may be, as Directors and a nominee of Alta (initially being Walsh)
shall be Chairman of the Board of Directors of the Corporation.

4.2 Meetings of Directors

     No action shall be taken at any
meeting of Directors at which all of the Directors are not present.

4.3 Voting

     Except as otherwise required by
law or by this Agreement, questions arising at any meeting of the Directors
shall be decided by a majority of votes.

4.4 Vacancies

     Vacancies on the Board of
Directors shall be filled by ordinary resolution of the Shareholders.

4.5 Officers

     Subject to Section 7.1 and unless
the Shareholders who are holders of not less than sixty (60%) percent of all
Shares otherwise agree, the Officers of the Corporation shall be:

	Name 	Offices 
	  	  
	Alex Walsh 	Chairman, President and Chief Executive Officer
    
	Vincent Murphy 	Vice President, Corporate 
	Lee Long 	Vice President, Operations 


4.6 Term of Office

     The Directors may at any time, in
their discretion, by a majority vote, remove any Officer of the Corporation
other than those referred to in Section 4.5 above.

4.7 Conflict of Interest

     An Officer or Director of the
Corporation who is a party to or is a director or officer of or has a material
interest in any person who is a party to an existing or proposed material
contract with the Corporation, shall disclose in writing to the Corporation or
request to have entered in the minutes of the Directors the nature and extent of
his interest at the time and in the manner provided by the Act. Any such
contract or proposed contract shall be referred to the Shareholders for approval
even if such contract or proposed contract is one that in the ordinary course of
the Corporation’s business would not require approval by the Directors or
Shareholders.

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4.9 Remuneration

     Remuneration of the Directors and
Officers of the Corporation shall be determined by a majority of the Directors
of the Corporation with each Director being entitled to one vote.

ARTICLE 5
GENERAL BORROWING POWERS

5.1 No Delegation

     No delegation shall be permitted
by the Directors of any of the powers referred to in Section 103 of the Act,
which such Directors retain subject to applicable limitations in this
Agreement.

ARTICLE 6 
SHAREHOLDERS

6.1 Special Meetings

     The Directors may call a special
meeting of Shareholders at any time and shall do so on the request of the
Chairman, any Vice-President, Secretary or any Director of the Corporation or
Shareholders who are holders of not less than sixty (60%) percent of all
Shares.

6.2 Place of Meetings

     The Corporation may hold meetings
of Shareholders either inside or outside the Province of Alberta, provided,
however, that any Shareholder meeting proposed to be held outside the Province
of Alberta shall require the consent of all Shareholders. The Shareholders
hereby acknowledge and confirm that it is their intention that this consent
shall be an agreement of all the Shareholders entitled to vote at a meeting of
the Shareholders of the Corporation, as contemplated by Section 131 of the
Act.

6.3 Persons Entitled to be Present

     The only persons entitled to be
present at a meeting of Shareholders shall be those entitled to vote thereat,
the Directors, Accountants and solicitors of the Corporation and each
Shareholder and others who, although not entitled to vote, are entitled or
required under any provision of the Act or the Articles or By-laws to be present
at such meeting. Any other person may be admitted only on the invitation of the
Chairman or with the consent of the meeting.

6.4 Quorum

     A quorum for the transaction of
business at any meeting of Shareholders shall be the holders of not less than
sixty (60%) percent of the Shares of each class entitled to vote at the meeting,
present in person or by proxy. If a quorum is present at the opening of a
meeting, the Shareholders present or represented by proxy may proceed with the
business of the meeting notwithstanding that a quorum is not present throughout
the meeting. If a quorum is not present at the opening of a meeting of Shareholders, the Shareholders present or represented by proxy
may adjourn the meeting to a fixed time and place but may not transact any other
business. If at such adjourned meeting a quorum is not present those
Shareholders who are present and entitled to vote thereat shall be deemed to be
a quorum, and may transact all business which a full quorum might have
transacted.

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6.5 Voting

     Each Share held shall be entitled
to one vote and at any meeting of Shareholders, every questions shall, unless
otherwise required by the Articles or By-laws, be determined by the majority of
the votes cast on such question. In the case of an equality of votes either upon
a show of hands or upon a ballot, Alta shall be entitled to a casting or
deciding vote.

6.6 Communication Facilities

     Shareholders or any other person
entitled to attend a meeting of Shareholders shall be entitled to participate in
the meeting by means of telephone or other communication facilities that permit
all persons participating in the meeting to hear and communicate with each
other.

ARTICLE 7
CONDUCT OF BUSINESS OF THE
CORPORATION

7.1 Conduct

	 	(a) 	
      Unless otherwise agreed by all Shareholders, the
      Shareholders shall not cause or permit the Corporation and the Directors
      shall not authorize the Corporation, to:

	 	 	 	 
	 		(i) 	
      increase or decrease the authorized capital of the
      Corporation or alter its capital structure or the rights, privileges,
      restrictions and conditions attached to any Shares included in such
      capital structure in any way;

	 	 	 	 
	 		(ii) 	
      take or institute any proceedings for the winding-up,
      reorganization or dissolution of the Corporation;

	 	 	 	 
	 		(iii) 	
      sell, lease or exchange all or substantially all of the
      property of the Corporation other than in the ordinary course of
      business;

	 	 	 	 
	 		(iv) 	
      subject to Section 8.1, increase or decrease the issued
      capital of the Corporation;

	 	 	 	 
	 		(v) 	
      declare dividends and distribute profits and losses,
      except following completion of the fiscal year end of the Corporation
      which is June 30 in each year and after the financial statements have been
      prepared and distributed to the Shareholders and only when the Corporation
      has sufficient retained earnings and working capital and is able to fund
      on-going working capital for the development of the Assets; or

	 	 	 	 
	 		(vi) 	
      declare dividends and distribute profits and losses that
      are not declared equally on all outstanding classes of shares.

	 	 	 	 
	 	(b) 	
      Subject to Sections 7.1(a) and 7.1(b), it is the
      intention of the Shareholders that the Directors shall authorize and
      declare dividends on a quarterly basis provided that the Corporation has
      sufficient retained earnings and working capital and is able to fund the
      on-going working capital for the development of the
  Assets.



8




7.2 Management Authority

     Subject to Section 7.1, Alta
shall have an unfettered right to direct the management of the business affairs
of the Corporation, and, for greater certainty, Alta shall have sole discretion
and authority in respect of any and all management and operational decisions
relating to the Corporation.

7.3 Interim Operation of the Assets

	 	(a) 	
      The Corporation has retained Valeura Energy Inc.
      (“Valeura”) as the initial operator of the Assets to conduct operations on
      the Disposal Well pursuant to an Operating Agreement between the
      Corporation and Valeura dated July 9, 2013. Valeura shall retain a 10%
      working interest in the Lands until completion of the initial work on the
      project and shall re-convey that interest to the Corporation provided that
      the Corporation has paid Valeura a cash payment of $2,500 per month for
      acting as Operator of the Disposal Well and the Lands and upon payment of
      an amount of $10,000 to Valeura upon completion of the project.

	 	 	 
	 	(b) 	
      Valeura shall operate the Lands and Disposal Well on
      behalf of the Corporation until the property is transferred to the
      Corporation. The Corporation shall prepare and provide a work program for
      the Disposal Well which shall be approved by Valeura.

	 	 	 
	 	(c) 	
      Upon approval of the work program, the Corporation will
      implement the work program and be responsible for and pay all costs and
      expenses relating to the work program.

	 	 	 
	 	(d) 	
      The Corporation shall provide Valeura with daily progress
      reports while conducting activities on the Lands.

	 	 	 
	 	(e) 	
      The Corporation will be responsible for all costs
      associated with the Wells, the Lands and the
Facilities.



7.4 Conduct of Banking

	 	(a) 	
      The bank of the Corporation shall be Bank of Montreal (or
      any subsidiary thereof) or such other bank as the Shareholders holding not
      less than sixty (60%) percent of all Shares shall determine from time to
      time (herein referred to as the “Bank”).

	 	 	 
	 	(b) 	
      All monies received by the Corporation from any source
      shall be paid into the Bank to an account or accounts for the benefit of
      an in the Corporation’s name and shall only be withdrawn or paid out by
      cheque, bank draft, money order or other similar instrument in the manner
      hereinafter set forth.

	 	 	 
	 	(c) 	
      All cheques, drafts, instruments or order for the payment
      of money by the Corporation and all notes in acceptance of bills of
      exchange shall be executed by Walsh and Lee Long and such additional
      signatories, if any, as they shall nominate.



7.5 Execution of Contracts

     All contracts or undertakings by,
with or on behalf of the Corporation shall be executed by any two Officers or
Directors of the Corporation, provided, however, that any such contracts or
undertakings which are material to the business of the Corporation or which
involve an aggregate amount of greater than $50,000 shall be executed by Walsh
and any other Officer or Director.

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7.6 Accountants

     Daunheimer, Lynch, Anderson LLP
shall be appointed the Accountants of the Corporation unless, prior to the
appointment of any other entity as Accountants of the Corporation any one or
more Shareholders of the Corporation holding not less than sixty (60%) percent
of the Shares have consented in writing to such person being appointed and a
copy of such consent has been filed with the Corporation.

7.7 Idem

     The Shareholders shall in each
financial year of the Corporation consent to exempt the Corporation from the
requirement to appoint an auditor of the Corporation pursuant to the provisions
of the Act.

7.8 Consenting Agreement

     The execution of any written
agreement or Shareholders’ resolution signed by the required number of
Shareholders as applicable, shall constitute the consenting agreement of the
Shareholders contemplated in this Article 7.

ARTICLE 8 
DEALING WITH SHARES

8.1 Acquisition of Additional Shares of the Corporation


	
           Alta shall be entitled to
      acquire additional Common Shares of the Corporation as follows:

	 	 	 
	 	(a)	
       Pursuant to Section 3.2(a) above, Alta funded the
      initial capital requirements of the Corporation for $450,000 to the date
      of Closing and at the option of Alta has agreed to fund the on-going
      capital requirements of the Corporation. It is intended that Alta may fund
      up to an aggregate of $420,000 for the development of the Disposal Well,
      the Lands and the Facilities. In the event that Alta funds additional
      post-closing capital requirements of the Corporation, Alta shall be
      entitled to acquire additional Shares of the Corporation. For every
      $105,000 of post-Closing capital that Alta funds for the Corporation, Alta
      shall be entitled to receive and the Corporation shall issue from treasury
      163,250 additional Shares of the Corporation and if Alta funds an
      aggregate of $420,000, Alta shall acquire an aggregate of 653,000
      additional Shares and hold 70% of the issued and outstanding Shares of the
      Corporation.

	 	 	 
	 	(b) 	
      Notwithstanding the provisions of Subsections 8.1(a),
      neither Alta nor any other Shareholder shall be entitled to acquire more
      than 70% of the issued and outstanding Common Shares of the Corporation
      without the express approval and written consent of Excel and Murphy. For
      greater certainty, no issuance of Common Shares shall result in Excel
      holding less than 30% of the issued and outstanding shares of the
      Corporation on a fully-diluted basis after giving effect to any such
      issuance of Common Shares.



8.2 No Transfer of Shares

     Except as expressly provided for
in this Article 8, the Shareholders shall not issue, sell, transfer, assign,
pledge, charge, mortgage or in any other way dispose of or encumber their Shares
or their rights under this Agreement without first complying with all of the
provisions of this Agreement unless, prior to the disposition, issue or encumbrance of their Shares,
all of the Shareholders have consented in writing to such disposition or
encumbrance.

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8.3 Endorsement on Certificates

     Share certificates of the
Corporation shall bear the following language either as an endorsement or on the
face thereof:

     “The Shares represented by this
certificate are subject to all the terms and conditions of an unanimous
shareholders and management agreement made effective as of October 18, 2013, a
copy of which is on file at the registered office of the Corporation”

8.4 Issue of Additional Shares

     Subject to Sections 7.1 and 8.1,
if any additional Shares of the Corporation are to be issued from treasury, the
Corporation shall first offer such Shares to the Shareholders by notice given to
them of the Corporation’s intention to issue additional shares and the number
and class thereof to be so issued. The Shareholders shall have the right to
purchase the Shares so offered pro rata based upon the number of Shares
beneficially owned by the Shareholders at the date notice is given of such
offer. The Shareholders shall have 20 Business Days from the date such notice is
given in which to take up and pay for all or any of the shares so offered. The
shares that have not been taken up and paid for within the said 20 Business Days
shall be offered again by the Corporation by notice given to those Shareholders
who elected to take up and pay for all of the Shares initially offered to them,
and each of such Shareholders shall have the right to purchase the Shares so
offered pro rata based upon the number of Shares beneficially owned by
the Shareholders at the date notice is given of such subsequent offer. Such
Shareholders shall have 20 Business Days from the date such subsequent notice is
given in which to take up and pay for all or any of the Shares so offered, and
so on from time to time until all the Shares have been taken up or until all of
the Shareholders have refused to take up any more. No Shares shall be issued to
third parties unless all of the Shareholders consent thereto in writing and, if
the Shareholders so consent, Shares shall be issued to third parties only if
such third parties enter into and agree to be bound by the terms and conditions
of this Agreement.

8.5 Right of First Refusal

	 	(a) 	
      Any Shareholder (hereinafter in this Section 8.5 referred
      to as the “Offeror”) who desires to sell all or any of its Shares shall
      give notice of such proposed sale (hereinafter in this Section 8.5
      referred to as the “Notice”) to the Corporation and to the other
      Shareholders and shall set out in the Notice the number of its Shares that
      it desires to sell (hereinafter in this Section 8.5 referred to as the
      “Offered Shares”).

	 	 	 
	 	(b) 	
      Upon the Notice being given, the other Shareholders
      (hereinafter in this Section 8.5 sometimes collectively referred to as the
      “Offerees” and sometimes individually referred to as an “Offeree”) shall
      have the right to purchase all, but not less than all, of the Offered
      Shares. The Offerees shall be entitled to purchase the Offered Shares
      pro rata based upon the number of Shares beneficially owned by the
      Offerees or to purchase in such other proportion as beneficially owned by
      the Offerees or to purchase in such other proportion as the Offerees may
      agree in writing, at the price to be determined in accordance with the
      provisions of Section 8.5(c).



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	 	(c) 	
      The price of the Offered Shares shall be set out in the
      Notice, and shall be a price determined by the Offeror, expressed in cash
      value only (with any non-cash consideration to be converted to fair cash
      value and added to the price) (collectively, the “Offer Price”).

	 	 	 
	 	(d) 	
      Within ten (10) Business Days after receiving the Notice,
      each Offeree who desires to purchase all of the Offered Shares that he is
      entitled to purchase in accordance with the provisions of Section 8.5(b)
      shall give notice of such intention to the Offeror, to the Corporation and
      to the other Offerees. If any Offeree does not give such notice, the
      Offered Shares that he had been entitled to purchase (hereinafter in this
      Section 8.5(d) referred to as the “Rejected Shares”) may instead be
      purchased by the Offerees who did give such notice, pro rata based
      upon the number of Shares beneficially owned by such Offerees as between
      themselves or in such other proportion as such Offerees may agree in
      writing, as, within five (5) Business Days of the expiry of the ten (10)
      Business Day period specified in this Section 8.5(d), each Offeree who
      desires to purchase all of the Rejected Shares that he is entitled to
      purchase in accordance with the provisions of this Sections 8.5(d) shall
      give an additional notice of such intention to the Offeror, to the
      Corporation and to the other Offerees. If any Offeree entitled to give the
      said additional notice does not do so, the Rejected Shares that he had
      been entitled to purchase may instead be purchased by the Offerees who did
      give such notice, and so on from time to time until the Offerees are
      willing to purchase all of the Offered Shares or until they are not
      willing to purchase any more. If the Offerees are willing to purchase all,
      but not less than all, of the Offered Shares, the transaction or purchase
      and sale shall be completed within 20 Business Days of the expiry of the
      ten (10) Business Day period or five (5) Business Day period, as the case
      may be, specified in this Section 8.5(d). The transaction shall be
      completed at the Corporation’s registered office where delivery of the
      Offered Shares shall be made by the Offeror with good title, free and
      clear of all liens, charges and encumbrances, against payment by certified
      cheque by the Offerees.

	 	 	 
	 	(e) 	
      If the Offeror makes default in transferring the Offered
      Shares to the Offerees as provided for in this Section 8.5, the Secretary
      of the Corporation is authorized and directed to receive the purchase
      money and to thereupon cause the names of the Offerees to be entered in
      the registers of the Corporation as the holders of the Shares purchasable
      by them. The said purchase money shall be held in trust by the Corporation
      on behalf of the Offeror and not commingled with the Corporation's assets,
      except that any interest accruing thereon shall be for the account of the
      Corporation. The receipt by the Secretary of the Corporation for the
      purchase money shall be a good discharge to the Offerees and, after their
      names have been entered in the registers of the Corporation in exercise of
      the aforesaid power, the validity of the proceedings shall not be subject
      to question by any person. On such registration, the Offeror shall cease
      to have any right to or in respect of the Offered Shares except the right
      to receive, without interest, the purchase price received by the Secretary
      of the Corporation.

	 	 	 
	 	(f) 	
      If the Offerees do not give notice in accordance with the
      provisions of Section 8.5(d) that they are willing to purchase all of the
      Offered Shares, the rights of the Offerees, subject as hereinafter
      provided, to purchase the Offered Shares shall forthwith cease and
      determine and the Offeror may sell the Offered Shares to any person within
      four months after the expiry of the ten (10) Business Day period or five
      (5) Business Day periods, as the case may be, specified in Section 8.5(d),
      for a price not less than the Offer Price and on other terms no more
      favourable to such person than those that would have
been applicable had the Offerees agreed to purchase the Offered
Shares in accordance with the provisions of this Section 8.5, provided that the
person to whom his Shares are to be sold agrees prior to such transaction to be
bound by this Agreement and to become a party hereto in place of the Offeror
with respect to the Offered Shares. If the Offered Shares are not sold within
such 4-month period n such terms, the rights of the Offerees pursuant to this
Section 8.5 shall again take effect and so on from time to time.



12




8.6 Come Along and Tag Along

	 	(a) 	
      If Shareholders owning more than 50% of all of the Shares
      of the Corporation (a "Majority") receive an offer (the "Third Party
      Offer") from any person who is not a Shareholder (the "Third Party") for
      the purchase of all of the Shares of the Corporation that the Majority
      wish to accept, then the Majority shall have the right, at its option, to
      require the other Shareholders (the "Minority") to be bound by the terms
      and conditions of the Third Party Offer and the Minority shall be
      obligated to sell their Shares to the Third Party in accordance with the
      terms and conditions of the Third Party Offer and in such event, the
      provisions of Section 8.5 of this Agreement will not be operative. The
      purchase of the Shares owned by the Minority shall close concurrently with
      the sale of the Shares by the Majority to the Third Party. Each
      Shareholder among the Minority shall be obligated to co-operate and
      otherwise facilitate any transaction provided for in this Section
    8.6.

	 	 	 
	 	(b) 	
      If the Majority receives a Third Party Offer which the
      Majority desires to accept, the Majority shall give notice thereof to the
      Minority within five (5) days of receipt of the Third Party Offer (the
      "Majority Notice") and the Minority (but, for certainty, not less than all
      of them) shall have the right by notice given to the Majority (the
      "Minority Notice") within five (5) days of its receipt of the Majority
      Notice to require the Majority to have the Third Party make an offer to
      the Minority on the same terms as offered to the Majority (the
      "Supplementary Offer"), and to have the Third Party complete the purchase
      of all Shares tendered by the Minority pursuant to the Supplementary Offer
      at the same time as it completes the purchase of Shares from the Majority.
      If the Majority does not require the Third Party to make the Supplementary
      Offer, then the Majority shall not be at liberty to complete the Third
      Party Offer.



ARTICLE 9
TRANSFER BY OPERATION OF
LAW

9.1 Disposition

     For the purpose of this Article
9, a Shareholder within one of the following categories shall be referred to as
the “Offeror”:

	 	(a) 	
      Where the following occurs in relation to an individual
      Shareholder, namely:

	 	 	 	 
	 		(i) 	
      he is petitioned in bankruptcy or makes an assignment for
      the benefit of its creditors;

	 	 	 	 
	 		(ii) 	
      he is judged insane or incompetent to handle his own
      affairs by a court of competent jurisdiction;



13





	 	(iii) 	
      he enters into a matrimonial property settlement
      agreement or other similar arrangement or an order is made by a court of
      competent jurisdiction purporting to deal with his Shares pursuant to the
      Matrimonial Property Act of Alberta or other similar
      legislation;

	 	 	 
	 	(iv) 	
      his Shares are seized or attached in any way for the
      payment of any judgment or order;

	 	 	 
	 	(v) 	
      if applicable, he becomes incapacitated or disabled by
      reason of mental or physical disability for six (6) months in any 24 month
      period; or

	 	 	 
	 	(vi) 	
      the death of such shareholder;
and




	 	(b) 	Where the following occurs in relation to a
      Holding Corporation Shareholder, namely; 



	 	(i) 	
      where any of the events listed in Article 9.1(a)(i) to
      (vi) inclusive occur with respect to a Principal of such Holding
      Corporation Shareholder or to the beneficial owner of fifty (50%) percent
      or more of all the issued and outstanding voting shares of the capital of
      any such Holding Corporation Shareholder; 




	 	(ii) 	
      a change in control of such Holding Corporation
      Shareholder pursuant to the Act;

	 	 	 
	 	(iii) 	
      proceedings are instituted for the dissolution or
      winding-up of any such Holding Corporation Shareholder;

	 	 	 
	 	(iv) 	
      such Holding Corporation Shareholder is petitioned into
      bankruptcy or makes an assignment for the benefit of its
  creditors;

	 	 	 
	 	(v) 	
      a Certificate of Dissolution is issued with respect to
      such Holding Corporation Shareholder by the Registrar of Corporations or
      such Holding Corporation Shareholder is otherwise dissolved and its
      corporate status terminated;

	 	 	 
	 	(vi) 	
      such Holding Corporation Shareholder’s Shares are seized
      or attached in any way for the payment of any judgment or order;

	 	 	 
	 	(vii) 	
      the principal of such Holding Corporation Shareholder is
      judged insane or incompetent to handle his own affairs by a court of
      competent jurisdiction;

	 	 	 
	 	(viii) 	
      the principal of such Holding Corporation Shareholder
      becomes incapacitated or disabled by reason of mental of physical
      disability for six (6) months in any 24 month period; or

	 	 	 
	 	(ix) 	
      the death of the principal of such Holding Corporation
      Shareholder.



9.2 Option to Purchase Shares

	 	(a) 	
      The other Shareholders (hereinafter in the Section 9.2
      sometimes collectively referred to as the “Offerees” and sometimes
      individually referred to as an (“Offeree”) shall have the right to
      purchase all, but not less than all, of the Shares beneficially owned by
      the Offeror (hereinafter in the Section 9.2 referred to as the “Offered
      Shares”).



14





	 	(b) 	
      The Offerees shall be entitled to purchase the Offered
      Shares pro rata based upon the number of Shares beneficially owned
      by the Offerees or to purchase in such other proportion as the Offerees
      may agree in writing, at the price to be determined in accordance with the
      provisions of Section 9.2(c).

	 	 	 
	 	(c) 	
      The price of the Offered Shares shall be the fair value
      of such Shares as determined by unanimous agreement of the Shareholders.
      In the event that the fair value of the Offered Shares cannot be agreed to
      by the Shareholders, the price of such Shares shall be determined by a
      chartered business valuator associated with the Accountants (the
      “Valuator”) as at the end of the fiscal quarter of the Corporation
      immediately preceding an assignment or occurrence of an event pursuant to
      Section 9.1. Such determination shall be made in writing and given to all
      Shareholders and to the Corporation within 20 Business Days of the
      engagement of the Valuator or as soon thereafter as may be reasonably
      possible.

	 	 	 
	 	(d) 	
      Within ten (10) Business Days of having been given the
      Valuator’s report of the fair value of the Offered Shares, or the
      determination of fair value of the Shares by the Shareholders, as
      applicable, pursuant to Section 9.2, each Offeree who desires to purchase
      all of the Offered Shares that he is entitled to purchase in accordance
      with the provisions of Section 9.2(b) shall give notice to the Offeror, to
      the Corporation and to the other Offerees. If any Offeree does not give
      such notice, the Offered Shares that he had been entitled to purchase
      (hereinafter in this Section 9.2(d) referred to as the “Rejected Shares”)
      may instead be purchased by the Offerees who did give such notice, pro
      rata based upon the number of Shares beneficially owned by such
      Offerees as between themselves or in such other proportion as such
      Offerees may agree in writing, and, within five (5) Business Days of the
      expiry of the ten (10) Business Day period specified in this Section
      9.2(d), each Offeree who desires to purchase all of the Rejected Shares
      that he is entitled to purchase in accordance with the provisions of this
      Section 9.2(d) shall give an additional notice to the Offeror, to the
      Corporation and to the other Offerees. If any Offeree entitled to give the
      said additional notice does not do so, the Rejected Shares that he had
      been entitled to purchase may instead be purchased by the Offerees who did
      give such notice, and so on from time to time until the Offerees are
      willing to purchase all of the Offered Shares or until they are not
      willing to purchase any more. If the Offerees are willing to purchase all,
      but not less than all, of the Offered Shares, the transaction of purchase
      and sale shall be completed within 20 Business Days of the expiry of the
      ten (10) Business Day period or five (5) Business Day periods, as the case
      may be, specified in this Section 9.2(d). The transaction shall be
      completed at the Corporation’s registered office where delivery of the
      Offered Shares shall be made by the Offeror with good title, free and
      clear of all liens, charges and encumbrances, against payment by certified
      cheque by the Offerees.

	 	 	 
	 	(e) 	
      If the Offeror makes default in transferring the Offered
      Shares to the Offerees as provided for in this Section 9.2, the Secretary
      of the Corporation is authorized and directed to receive the purchase
      money and to thereupon cause the names of the Offerees to be entered in
      the register of the Corporation as the holders of the shares purchasable
      by them. The said purchase money shall be held in trust by or on behalf of
      the Offeror and not commingled with the Corporation’s assets, except that
      any interest accruing thereon shall be for the account of the Corporation.
      The receipt by the Secretary of the Corporation for the purchase money
      shall be a good discharge to the Offerees and, after their names have
      been entered in the register of the Corporation in exercise of the
      aforesaid power, the validity of the proceedings shall not be subject to
      question by any person. On such registration, the Offeror shall cease to
      have any right to or in respect of the Offered Shares except the right to
      receive, without interest, the purchase price received by the Secretary of
  the Corporation.



15





	 	(f) 	
      If the Offerees do not give notice in accordance with the
      provisions of Section 9.2(d) that they are willing to purchase all of the
      Offered Shares, the rights of the Offerees, subject as hereinafter
      provided, to purchase the Offered Shares shall forthwith cease and the
      Offeror may sell the Offered Shares to any person within four months after
      the expiry of the ten (10) Business Day period or five (5) Business Day
      periods, as the case may be, specified in Section 9.2(d), for a price not
      less than the price that would have been payable by the Offerees and on
      other terms no more favourable to such person than those that would have
      been applicable had the Offerees agreed to purchase the Offered Shares in
      accordance with the provisions of this Section 9.2, provided that the
      person to whom his Shares are to be sold agrees prior to such transaction
      to be bound by this Agreement and to become a party hereto in place of the
      Offeror with respect to the Offered Shares. If the Offered Shares are not
      sold within such four month period on such terms, the rights of the
      Offerees pursuant to this Section 9.2 shall again take effect and so on
      from time to time.



9.3 Exception to Restrictions on Transfers – Holding
Corporations

     Subject to the written consent of
all Shareholders and the restrictions as imposed in Section 9.5 hereof, a
Shareholder shall be entitled to transfer his shares to a body corporate of
which he is the controlling shareholder (herein referred to as a “Holding
Corporation”), provided such body corporate enters into this agreement in the
place and stead of the Shareholder. In such event this Agreement shall be
amended, effective as of the date of such assignment, to recognize and include
such Shareholder as a Principal of such Holding Corporation. Similarly, a
Shareholder which is a Corporation (a “Holding Corporation Shareholder”) shall
be entitled to transfer its Shares to a controlling shareholder thereof provided
the controlling shareholder enters into this Agreement in the place and stead of
the Holding Corporation Shareholder. For the purposes of this Agreement a
Holding Corporation is controlled and a shareholder of a Holding Corporation
Shareholder is a controlling shareholder of same when such shareholder
beneficially owns fifty (50%) percent or more of the issued and outstanding
voting shares of such Holding Corporation or Holding Corporation Shareholder, as
applicable.

9.4 Shares of the Corporation

     The provisions of this Agreement
relating to Shares of the Corporation shall apply mutatis mutandis:

	 	(a) 	
      to any Shares or securities into which such Shares may be
      converted, changed, reclassified, redivided, redesignated, redeemed,
      subdivided or consolidated;

	 	 	 
	 	(b) 	
      to any Shares or securities that are received by the
      Shareholders hereto as a stock dividend or distribution payable in Shares
      or securities of the Corporation; and

	 	 	 
	 	(c) 	
      to any Shares or securities of the Corporation or of any
      successor or continuing company or corporation to the Corporation that may
      be received by the Shareholders hereto on a reorganization, amalgamation, consolidation or
merger, statutory or otherwise.



16




9.5 Control of the Shareholders

     If the control of a Shareholder
that is a Holding Corporation Shareholder, as determined by reference to the
provisions of the Act, changes, the other Shareholders shall have the right to
purchase all, but not less than all, of the Shares beneficially owned by such
Shareholder, in the proportions and for the price and upon the terms and
conditions determined in accordance with the provisions contained in Section
9.2, mutatis mutandis.

9.6 Pledge of Shares

     Any Shareholder may pledge,
charge, mortgage or otherwise specifically encumber its Shares to a bank or
other financial institution for the purpose of securing any borrowings by such
Shareholder, provided that such bank or financial institution acknowledges to
the parties to this Agreement in writing that the pledge, charge, mortgage or
encumbrance of such Shares shall at all times be subject to all the terms and
conditions of this Agreement.

9.7 Resignation from Board of Directors

     The Shareholder selling its
Shares shall, unless otherwise agreed to by the remaining Shareholders and,
where appropriate, shall, in the case of an individual, resign or, in the case
of a Holding Corporation, cause its nominee(s) to resign from the Board of
Directors and from all offices and positions of employment in the Corporation,
effective as of the date of closing of the purchase and sale of such Shares.

9.8 Deemed Warranties

     Any Shareholder selling its
Shares shall be deemed to represent and warrant to the purchasing
Shareholder(s), effective as at the date of closing of such purchase and sale,
that:

	 	(a) 	
      the Shares being purchased and sold are beneficially
      owned by the selling Shareholder and are free and clear of all mortgages,
      liens, charges, security interests, adverse claims, pledges, encumbrances
      and demands of any nature whatsoever;

	 	 	 
	 	(b) 	
      no person has any agreement or option or any right or
      privilege (whether by law, pre- emptive or contractual) capable of
      becoming an agreement or option for the purchase from the selling
      Shareholder of any of its Shares being purchased and sold; and

	 	 	 
	 	(c) 	
      the purchase and sale of the Shares will not result in a
      breach of the provisions of any agreement, indenture, deed, debenture,
      mortgage bond or other document or instrument to which the selling
      Shareholder is a party or by which it is bound.



     The said representations and
warranties shall survive closing of the purchase and sale and any termination of
this Agreement.

9.9 Repayment of Indebtedness

     If at the date of closing of the
purchase and sale of the Shares hereunder, a selling Shareholder is indebted to
the Corporation, the selling Shareholder shall repay such indebtedness to the Corporation in full at such closing, regardless of the
provisions of any agreement, negotiable instrument or other arrangement between
the selling Shareholder and the Corporation. The selling Shareholder hereby
directs and agrees that the sale proceeds shall be applied firstly to repay such
indebtedness and secondly the balance, if any, to the selling Shareholder.

17




ARTICLE 10 
ARBITRATION

10.1 Arbitration

     In the event that any
disagreement arises between the Parties with reference to this Agreement or any
matter arising hereunder and upon which the Parties cannot agree, then any such
dispute shall be referred to a single arbitrator pursuant to and in accordance
with the provisions of the Arbitration Act (Alberta) or other similar
legislation in force in the Province of Alberta from time to time. The decision
arrived at by the arbitrator shall be final and binding and no appeal shall lie
therefrom.

ARTICLE 11 
TERMINATION

11.1 Termination

	
              This Agreement
      shall terminate upon:

	 	 	 
	 	(a) 	
      the written agreement of all of the
  Shareholders;

	 	 	 
	 	(b) 	
      the dissolution or bankruptcy of the Corporation or the
      making by the Corporation of an assignment under the provisions of the
      Bankruptcy Act (Canada); or

	 	 	 
	 	(c) 	
      one Shareholder becoming the beneficial owner of all of
      the Shares.



ARTICLE 12 
GENERAL

12.1 Notice by Corporation of Unanimous Shareholder and
Management Agreement

     The Corporation by its execution
hereof hereby acknowledges that it has actual notice of the terms of this
Agreement, consents thereto and hereby covenants with each of the Shareholders
that it will at all times during the continuance hereof be governed by this
Agreement in carrying out its business and affairs and accordingly, shall give
or cause to be given such notices, execute or cause to be executed such deeds,
transfer and documents, and do or cause to be done all such acts, matters and
things as may from time to time be necessary or conducive to the carrying out of
the terms and intent hereof.

12.2 Indemnity

     Each of the Shareholders shall,
jointly and severally, reimburse, indemnify and hold harmless each of the other
Shareholders, the Directors and the Officers of the Corporation and their
representatives from and against all costs, charges and expenses, including
legal fees on a solicitor-client basis, sustained or incurred by each such party
in respect of any matter that results from, relates to or arises out of the
untruth, inaccuracy or breach of, or the failure to fulfill any agreement,
covenant or obligation of such party contained in this Agreement; provided that,
nothing contained in this Section 12.2 shall in any way be deemed to or
shall require any Shareholder to incur any liability or provide any funds other
than as may be expressly provided for in this Agreement.

18




12.3 Confidential Information

        Each Shareholder
covenants and agrees that for so long as he is a Shareholder, Officer, Director,
employee or consultant of the Corporation and for a period of one (1) year
thereafter, he will keep in strict confidence and shall not use, directly or
indirectly, for any other purpose other than for the purposes herein
contemplated, all knowledge, materials, business data or other information
(whether oral or written) obtained or acquired during the course of this
Agreement relating to the Corporation or its business and affairs. Other than
information disclosed or divulged to the Directors and duly authorized Officers
and employees of the Corporation, each Shareholder will not disclose, divulge,
publish or transfer, or authorize or permit anyone else to disclose, divulge,
publish, or transfer or use to his own advantage any such knowledge, materials,
business data or other information obtained pursuant to this Agreement or which
relate in any manner to the business and affairs of the Corporation, without the
prior written consent of the Corporation, which consent may be arbitrarily or
unreasonably withheld.

12.4 Exceptions

        The obligation of
each Shareholder as identified in Section 12.3 hereof shall not apply to such
knowledge, materials, business data or information obtained pursuant to this
Agreement or relating in any manner to the business and affairs of the
Corporation which:

	 	(a) 	
      Was demonstrably known to the Shareholder prior to
      receipt thereof pursuant to this Agreement;

	 	 	 
	 	(b) 	
      Is available to the public in the form of written
      publication;

	 	 	 
	 	(c) 	
      Shall have become available to the Shareholder in good
      faith from a third party who has a bona fide right to disclose
  same;

	 	 	 
	 	(d) 	
      Is required to be disclosed to any federal, provincial or
      local government or governmental branch, board, agency or instrumentality
      necessary to comply with relevant timely disclosure laws or regulatory
      authorities, including stock exchanges having jurisdiction in respect of
      securities of the Corporation; or

	 	 	 
	 	(e) 	
      The Shareholder reasonably determines in good faith is
      required to be by any law, regulation, judicial order, administrative
      order, interrogatory, discovery request, investigative demand or other
      legal process.



12.5 Appointment of Agent

       The Secretary is hereby
appointed as agent for the Parties to effect any transfer of Shares of the
Corporation in accordance with the terms hereof.

12.6 Time

       Time shall be of essence
in this Agreement. 

12.7 Notices

19




     Any notice or other communication
required or permitted to be given by any Party to any other Party shall be in
writing and shall be delivered personally, if mailed by prepaid registered mail,
sent by email or by a recognized courier service to the address of the Party to
whom it is intended as follows

	 	(a) 	if to Alta: 



	 	3200 N. Hayden Road, Suite 235 
	 	Scottsdale, Arizona 858251 United States 
	 	Attention: Alex Walsh 
	 	Telephone: 1.480.641.4790 
	 	Facsimile No.: 1.480.641.4794 
	 	Email: aw@lithiumexplorationgroup.com
  



	 	(b) 	if to Excel 



	 	3031 – 36 Street SW 
	 	Calgary, Alberta T3E 3A2 Canada 
	 	Attention: Vincent Murphy 
	 	Telephone: 1.403.969.6828 
	 	Email: vinnytosh@yahoo.ca




	 	(c) 	if to the Corporation 



	 	Suite 730, 1015 – 4 Street SW 
	 	Calgary, Alberta T2R 1J4 Canada 
	 	Attention: Ross O. Drysdale 
	 	Telephone: 1.403.508.6256 
	 	Facsimile No.: 1.403.264.5455 
	 	Email: ross@drysdalelaw.com



12.8 Governing Law

       This Agreement shall be
governed in all respects by the laws of the Province of Alberta and the laws of
Canada applicable therein. 

12.9 Assignment

       Except as may be expressly
provided in this agreement, none of the Parties hereto may assign his rights or
obligations under this Agreement without the prior written consent of all the
other Parties.

12.10 Severability

        Each and every term,
condition and provision of this Agreement is and shall be severable one from the
other. Inthe event that any term, condition, or provision hereof is at any time
declared by a court of competent jurisdiction to be void, invalid or
unenforceable, same shall not extend to invalidate, make void or make
unenforceable any other term, condition, or provision of this Agreement.

12.11 Costs

20




All legal costs incurred in connection with the preparation and
performance of the various provisions of this Agreement shall be borne by the
Corporation, except for the legal costs incurred by Excel in relation thereto
whom shall pay his own respective legal costs.

12.13 Entire Agreement

         This Agreement
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and cancels and supersedes any prior understandings and agreement
between the Parties with respect thereto. There are no representations,
warranties, terms, conditions, undertakings or collateral agreements, express,
implied or statutory, between the Parties other than as expressly set forth in
this Agreement.

12.14 Amendments and Waivers

          No
amendment to this Agreement shall be valid or binding unless set forth in
writing and duly executed by all of the Parties. No waiver of any breach of any
provision of this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, shall be limited to the specific breach
waived.

12.5 Counterparts

        This Agreement may
be executed in any number of counterparts by any one or more of the Parties.
Each executed counterpart shall be deemed to be an original and such
counterparts shall together constitute one and the same Agreement.

21




IN WITNESS WHEREOF the Parties have caused this
Agreement to be duly executed and delivered effective the first date written
above.

	 		ALTA DISPOSAL
    LTD.  
	 	  	  
	 	  	  
	 	  	  
	 	Per: 	/s/Ross Drysdale for Alex Walsh 
	 	  	Alex Walsh 
	 	  	Chairman, President and 
	 	  	Chief Executive Officer 
	 	  	  
	 	  	EXCEL PETROLEUM LTD. 
	 	  	  
	 	  	  
	 	  	  
	 	Per: 	/s/Vincent Murphy 
	 	  	Vincent Murphy 
	 	  	President 
	 	  	  
	 	  	BLUE TAP RESOURCES INC. 
	 	  	  
	 	  	  
	 	  	  
	 	Per: 	/s/Ross Drysdale for Alex Walsh 
	 	  	Alex Walsh 
	 	  	Chairman, President and 
	 	  	Chief Executive Officer 


22