EARTH SOURCE ENERGY INC.
                                      -and-
                            PACIFIC GEO EXCHANGE INC.
                                      -and-
                              MUELLER FAMILY TRUST
                                      -and-
                                JADE EAGLE TRUST
                                      -and-
                             ARIES DEVELOPMENTS LTD.
                                      -and-
                                  LYNN MUELLER
                                      -and
                                  MARK MCCOOEY
                                      -and-
                                   PAUL CALLON
                                      -and-
                     ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
                                      -and-
                           ESSENTIAL INNOVATIONS CORP.



                                 ADDENDUM #2 TO
                            SHARE PURCHASE AGREEMENT

<PAGE>
                     ADDENDUM #2 TO SHARE PURCHASE AGREEMENT

THIS ADDENDUM TO SHARE PURCHASE AGREEMENT made as of the 6th day of March, 2006,

BETWEEN:

         Earth Source Energy Inc., a corporation existing under the laws of the
         Province of British Columbia (hereinafter called "ESE")
                                      -and-
         Pacific Geo Exchange Inc., a corporation existing under the laws of the
         Province of British Columbia (hereinafter called "PacGeo")
                                      -and-
         Lynn Mueller of the Province of British Columbia (hereinafter called
         "Lynn")
                                      -and-
         Lynn Mueller, sole trustee of the Mueller Family Trust, a trust settled
         and constituted under the laws of the Province of British Columbia
         (hereinafter called the "Mueller Trust")
                                      -and-
         Mark McCooey of the Province of British Columbia (hereinafter called
         "Mark")
                                      -and-
         Mark McCooey, sole trustee of the Jade Eagle Trust, a trust settled and
         constituted under the laws of the Province of British Columbia
         (hereinafter called the "Jade Eagle Trust")
                                      -and-
         Aries Developments Ltd., a corporation existing under the laws of the
         Province of British Columbia (hereinafter called "Aries")
                                      -and-
         Paul Callon of the Province of British Columbia (hereinafter called
         "Callon")
                                      -and-
         (Mueller Trust, Jade Eagle Trust, and Aries hereinafter individually
         referred to as a or the "Vendor" and collectively referred to as the
         "Vendors")
                                      -and-
         (Lynn, and Mark (hereinafter individually referred to as the
         "Principal" and collectively referred to as the "Principals")
                                      -and-
         Essential Innovations Technology Corp., a corporation existing under
         the laws of the State of Nevada (hereinafter called the "Purchaser")

                                      -and-

         Essential Innovations Corp., a corporation existing under the federal
         laws of Canada (hereinafter called the "EI Canada")

WHEREAS:

A.       Each of the Vendors, the Principals, the Purchaser, ESE and PacGeo
         entered into a Share Purchase Agreement dated February 8, 2006 whereby
         the Purchaser agreed to purchase and the Vendors and the Principals
         agreed to sell all of their interest in PacGeo (the "SPA");

B.       Subsequent to the execution of the SPA, all of the parties agree to
         amend the SPA on the terms and conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties hereto agree as
follows:

                                      -1-
<PAGE>

1.1      Definitions

         In addition to the words and phrases defined in the recitals or
         elsewhere in this Agreement, as used in this Agreement, in any
         documents to be executed and delivered pursuant to this Agreement and
         in any documents executed and delivered in connection with the
         completion of the transactions contemplated herein, unless otherwise
         defined herein, any capitalized terms herein shall have the meaning
         ascribed to them in the SPA.

1.2      Extension of Obligation to Pay Full Purchase Price

         Pursuant to paragraph 2.3(c) and (f) of the SPA, the Purchaser was
         obligated to pay to the Vendors and the Principals an aggregate of
         $760,000 in cash at the Time of Closing. The parties hereto have
         mutually agreed that the obligation to make such cash payment shall be
         postponed and the SPA shall be modified as follows:

         (a) paragraph 2.3(c) shall be deleted and replaced with the following:

                           "SIX HUNDRED AND FORTY FOUR THOUSAND Canadian dollars
                           (CDN$644,000.00) by way of a promissory note due and
                           payable on demand, provided that no such demand shall
                           be made prior to March 17, 2006, and deliverable to
                           the Vendors and the Principals at the Time of
                           Closing;"

         (b) paragraph 2.3(f) shall be deleted and replaced with the following:

                           "ONE HUNDRED SEVENTY FOUR THOUSAND Canadian dollars
                           (CDN $174,000.00) by issuance to the Vendors and
                           Principals on the Closing Date of such number of
                           common shares of the Purchaser that is equal to
                           $58,000.00 Canadian dollars divided by the Weighted
                           Average Price and by issuance to the Vendors and the
                           Principals of a promissory note in the amount of
                           $116,000 due and payable on demand provided that no
                           demand shall be made prior to March 17, 2006 (the
                           "Holdback 2"), such Purchaser's Shares and promissory
                           note to be delivered to the Escrow Agent, with the
                           understanding that upon payment of the amount owed
                           under the promissory note such payment shall be made
                           to the Escrow Agent to be held in accordance with the
                           terms of the Escrow Agreement."

         The Purchaser acknowledges and agrees that interest shall accrue on the
         unpaid balance owed under each the promissory notes described in this
         paragraph 1.2 at a rate of 10% interest per annum, calculated monthly,
         not in advance, commencing March 18, 2006.

1.3      Payment of Promissory Note

         The Purchaser acknowledges its obligation to pay the amounts due and
         owing under the promissory notes contemplated at paragraph 1.2 herein
         on or before March 17, 2006, without requirement for demand or notice
         from the Vendors or the Principals. If the Purchaser fails to make
         payment of the amounts due under such promissory notes on March 17,
         2006, the Vendors and the Principals shall have the option to either:

         (a)      accept the promissory notes in full satisfaction of the
                  Purchase Price, make demand for payment of all amounts due and
                  owing under such promissory notes and take all such steps and

                                      -2-
<PAGE>

                  actions as they determine appropriate and necessary to ensure
                  the full payment of the principal and all accrued but unpaid
                  interest on such promissory notes; or

         (b)      demand that the Purchaser and EI Canada return to the Vendors
                  all of the Purchased Shares and Shareholder's Loan in exchange
                  for the payment by the Vendors and the Principals to the
                  Purchaser of $250,000 of the $400,000 payment made pursuant to
                  the SPA and the delivery to the Purchaser of the promissory
                  notes referred to in paragraph 1.2 herein and all of the
                  common shares issued to the Vendors and the Principals
                  pursuant to paragraph 2.3 of the SPA.

         If the payment by the Purchaser of the promissory notes in the
         aggregate amount of $760,000 are not made by March 17, 2006, the
         Vendors and the Principals shall have until March 31, 2006 to provide
         written notice to the Purchaser of their election pursuant to this
         paragraph 1.3, and in the absence of providing written notice to the
         Purchaser by such date shall be deemed to have elected to accept the
         promissory notes in satisfaction of the balance of the Purchase Price
         as contemplated in paragraph 1.3 herein.

         Until such time as the Purchaser either pays to the Vendors and the
         Principals the $760,000 contemplated herein, or the Vendors and the
         Principals make the election contemplated in this paragraph 1.3 (the
         "Final Pymt Date"), the Purchaser and EI Canada shall not take any
         steps or take any actions in relation the business and affairs of
         PacGeo or ESE which would materially affect the business affairs of
         either such company, other than the provision of security by each of
         ESE and PacGeo to support the securing of sufficient funds by the
         Purchaser to effect payment of the Purchase Price. For greater
         certainty, until the Final Pymt Date the Purchaser and EI Canada shall
         not terminate the employment of any employees, change or modify the
         terms of any financing with the lenders to either PacGeo or ESE,
         modify, amend or compromise any of the arrangements with any customers
         or suppliers of ESE, or take any other actions which might materially
         affect the Vendors ability to continue to operate the Business upon
         exercise of the election pursuant to paragraph 1.3(b) herein, if made.

1.4      Amendment to Schedule 3.1 (r) of the Purchase Agreement

         Schedule 3.1(r) is hereby deleted and replaced with the following:

                  "SCHEDULE 3.1(r)
                  Related Party Indebtedness

                  As of December 31, 2005, the following amounts were
                  outstanding in respect of shareholder loans:

                  Owing from (to) Pacific Geo Exchange Inc.:

                  Paul Callon                                 $   79,314.00
                                                              -------------

                  Total Consolidated Loan Balance:            $   79,314.00
                  --------------------------------

1.5      Severability

         Should any part of this Agreement be declared or held invalid for any
         reason, such invalidity shall not affect the validity of the remainder
         which shall continue in force and effect and be construed as if this
         Agreement had been executed without the invalid portion and it is

                                      -3-
<PAGE>

         hereby declared the intention of the parties hereto that this Agreement
         would have been executed without reference to any portion which may,
         for any reason, be hereafter declared or held invalid.

1.6      Counterparts Execution

         This Agreement may be executed in as many counterparts and by facsimile
         transmission as may be necessary and each of which so signed will be
         deemed to be an original and such counterparts and facsimile
         transmissions together will constitute one and the same instrument and
         notwithstanding the date of execution will be deemed to bear the date
         set forth above.

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

SIGNED, SEALED AND DELIVERED by
MARK MCCOOEY in the presence of:        )

 /s/                                    )  /s/ Mark McCooey
------------------------------------    ) ---------------------------------
Witness                                 ) MARK MCCOOEY
                                        )
SIGNED, SEALED AND DELIVERED by         )
LYNN MUELLER in the presence of:        )

 /s/                                    )  /s/ Lynn Mueller
------------------------------------    ) ---------------------------------
Witness                                 ) LYNN MUELLER
                                        )
SIGNED, SEALED AND DELIVERED by         )
JADE EAGLE TRUST in the presence of:    )

 /s/                                    )  /s/ Mark McCooey
------------------------------------    ) ---------------------------------
Witness                                 ) JADE EAGLE TRUST
                                        )
SIGNED, SEALED AND DELIVERED by         )
LYNN MUELLER in the presence of:        )

 /s/                                    )  /s/ Lynn Mueller
------------------------------------    ) ---------------------------------
Witness                                 ) MUELLER FAMILY TRUST
                                        )
EXECUTED by ARIES DEVELOPMENT LTD.      ) ARIES DEVELOPMENT LTD.
in the presence of:                     ) Per:

 /s/                                    )  /s/ Paul Callon
------------------------------------    ) ----------------------------------
Witness                                 ) Authorized Signatory
                                        )
                                        )
SIGNED, SEALED AND DELIVERED by         )
PAUL CALLON in the presence of:         )

 /s/                                    )  /s/ Paul Callon
------------------------------------    ) ---------------------------------
Witness                                 ) PAUL CALLON


                                      -4-
<PAGE>

EXECUTED by EARTH SOURCE ENERGY CORP.   ) EARTH SOURCE ENERGY CORP.
in the presence of:                     ) Per:

 /s/                                    )  /s/ Mark McCooey
------------------------------------    ) --------------------------------
Witness                                 ) Authorized Signatory
                                        )
EXECUTED by PACIFIC GEO EXCHANGE INC.   ) PACIFIC GEO EXCHANGE INC.
in the presence of:                     ) Per:

 /s/                                    )  /s/ Lynn Mueller
------------------------------------    ) --------------------------------
Witness                                 ) Authorized Signatory
                                        )
EXECUTED by ESSENTIAL INNOVATIONS       ) ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
TECHNOLOGY CORP. in the presence of:    ) Per:

 /s/                                    )  /s/ Jason McDiarmid
------------------------------------    ) --------------------------------
Witness                                 ) Authorized Signatory
                                        )
                                        )
EXECUTED by ESSENTIAL INNOVATIONS CORP. ) ESSENTIAL INNOVATIONS CORP.
in the presence of:                     ) Per:

 /s/                                    )  /s/ Jason McDiarmid
------------------------------------    ) --------------------------------
Witness                                 ) Authorized Signatory

                                      -5-