Exhibit 10.20


 


VOTING
TRUST AGREEMENT


 


This Voting Trust Agreement is made as of
November 15, 2005.


 


AMONG:


 


NORTHERN
ALBERTA OIL LTD., a corporation
incorporated under the laws of Alberta (“Northern”)


 


-
and -


 


DEEP
WELL OIL & GAS (ALBERTA), LTD., a corporation incorporated under the laws
of Alberta (“Deep Alta”, and,
together with Northern, the “Grantees”
and individually, a “Grantee”)


 


- and -


 


SURGE
GLOBAL ENERGY, INC., a corporation
incorporated under the laws of Delaware (“Surge
U.S.”)


 


WHEREAS:


 


A.                                   Northern and Deep Alta are the registered and beneficial owners of
7,550,000 common shares (“Surge Canada Shares”)
in the capital of Surge Global Energy (Canada), Ltd. (the “Corporation”), as follows:


 


	
  Northern

  	
  6,795,000 Surge Canada Shares

  
	
   

  	
   

  
	
  Deep Alta

  	
  755,000 Surge Canada Shares

  



 


B.                                     Each of Northern and Deep Alta have agreed to grant to Surge U.S.
the right to exercise the voting rights attaching to the 7,550,000 Surge Canada
Shares (the “Subject Shares”)
registered in the respective names of the Grantees and the parties wish to
enter into this Agreement for the purpose of setting out the terms upon which
Surge U.S. will be entitled to exercise such voting rights and to provide for
certain other matters relating thereto;


 


NOW THEREFORE in consideration of the sum of
$10 now paid by Surge U.S. to each of the Grantees and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.                                      Exercise of Voting Rights


 


Subject to the last sentence of this Section,
Surge U.S. will be entitled and shall have exclusive authority to exercise any
and all voting rights attaching to the Subject Shares and all rights entitled
to be exercised by the holders of the Subject Shares in connection with the initiation
of, taking part in and consenting to any action as a shareholder of the
Corporation, including, without limitation, the right to vote with respect to
any matter that properly comes before the holders of Surge Canada Shares at any
meeting of shareholders and the right to sign any resolution or instrument in
writing proposed to be passed by the shareholders of the Corporation. Surge
U.S. will be entitled to exercise its own judgment and discretion as to the
manner in which it exercises such rights and will not be liable to the Grantees
in 


 





















 


respect
of any action taken or omitted to be taken by it under this Agreement or any
approval or consent given by it in exercising its rights hereunder. The
Grantees hereby waive any and all claims of any nature which the Grantees may
have against Surge US, and agree to release Surge U.S. and its successors from
any liability to the Grantees arising out of or in connection with the exercise
of its powers hereunder, except in respect of any willful misconduct on the
part of Surge US.  For greater certainty, each of the
Grantees and Surge U.S. acknowledges and agrees that Surge U.S. will at all
times during the term hereof vote the Subject Shares in accordance with the
terms of the shareholders agreement dated as of November 15, 2005
among Surge US, Leigh Cassidy, Fred Kelly and the Corporation, as amended and
in effect from time to time.


 


2.                                      Term and Termination


 


This Agreement will remain in full force and
effect until the earlier of (a) the date on which the parties unanimously agree
in writing to terminate this Agreement, and (b) February 25, 2007.


 


3.                                      Transactions Involving Surge Canada Shares


 


The provisions of this Agreement will apply, mutatis mutandis, to:


 


(a)                                  any shares into which the Subject Shares or any of them may be
converted, exchanged, reclassified, redesignated, subdivided or consolidated,
and


 


(b)                                 any shares of the Corporation or any successor or continuing
corporation or other corporation that may be received by the Grantee in
exchange for all or any of its Surge Canada Shares on a reorganization,
amalgamation, arrangement, consolidation, merger (whether statutory or
otherwise) or other similar transaction (including, for certainty, a reverse
take-over bid) involving the Corporation or to which the Corporation is a
party,


 


and
for the purposes of this Agreement, all such shares will be deemed to be
Subject Shares.


 


4.                                      Legend


 


Each of the Grantees acknowledge that the
share certificates of the Corporation representing the Subject Shares shall
bear the following legend:


 


“THE COMMON
SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO A VOTING TRUST
AGREEMENT MADE AS OF NOVEMBER 15, 2005 AMONG NORTHERN ALBERTA OIL LTD., DEEP
WELL OIL & GAS (ALBERTA), LTD. AND SURGE GLOBAL ENERGY, INC. (“SURGE U.S.”)  WHICH PROVIDES THAT, UNTIL FEBRUARY 25, 2007,
SURGE U.S. SHALL HAVE EXCLUSIVE AUTHORITY TO EXERCISE ANY AND ALL VOTING RIGHTS
ATTACHING TO THE COMMON SHARES AND ALL RIGHTS ENTITLED TO BE EXERCISED BY THE
HOLDER OF THE COMMON SHARES IN CONNECTION WITH THE INITIATION OF, TAKING PART
IN AND CONSENTING TO ANY ACTION AS A SHAREHOLDER OF SURGE GLOBAL ENERGY
(CANADA), LTD. (“SURGE CANADA”), INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
VOTE WITH RESPECT TO ANY MATTER THAT PROPERLY COMES BEFORE THE HOLDERS OF THE
COMMON SHARES OF SURGE CANADA AT ANY MEETING OF SHAREHOLDERS AND THE RIGHT TO
SIGN ANY RESOLUTION OR INSTRUMENT IN WRITING PROPOSED TO BE PASSED BY THE
SHAREHOLDERS OF SURGE CANADA.”


 


2





















 


5.                                      Notices


 


Any demand, notice or other document required
or permitted to be given hereunder will be in writing and may be given by
personal delivery or transmitted by fax to the parties as follows:


 


	
  (a)

  	
  if to
  Northern:

  
	
   

  	
   

  	
   

  
	
   

  	
  Northern
  Alberta Oil Ltd.

  
	
   

  	
  Suite
  510, Royal Bank Building

  
	
   

  	
  10117
  Jasper Avenue

  
	
   

  	
  Edmonton,
  Alberta

  
	
   

  	
  T5J
  1W2

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  President

  
	
   

  	
  Fax:

  	
  (780)
  409-8146

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  if to
  Deep Alta:

  
	
   

  	
   

  	
   

  
	
   

  	
  Deep Well Oil & Gas (Alberta), Ltd.

  
	
   

  	
  Suite
  510, Royal Bank Building

  
	
   

  	
  10117
  Jasper Avenue

  
	
   

  	
  Edmonton, Alberta

  
	
   

  	
  T5J 1W2

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  President

  
	
   

  	
  Fax:

  	
  (780)
  409-8146

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  if to
  Surge US:

  
	
   

  	
   

  	
   

  
	
   

  	
  Surge Global Energy Inc.

  
	
   

  	
  Suite 410, 12220 El Camino Real

  
	
   

  	
  San Diego, California

  
	
   

  	
  92130

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Chairman

  
	
   

  	
  Fax:

  	
  (858)
  704-5011

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  if to
  the Corporation:

  
	
   

  	
   

  
	
   

  	
  Surge Global
  Energy (Canada), Ltd.

  
	
   

  	
  Suite 1818, 144 – 4th Avenue S.W.

  
	
   

  	
  Calgary, Alberta

  
	
   

  	
  T2P 3N4

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Chief Executive Officer

  
	
   

  	
  Fax:

  	
  (403)
  238-5339

  



 


Any such demand, notice or document delivered
personally or by fax will be deemed to have been given and received on the date
of delivery or transmittal thereof (provided that such day is a business day
and, if not, on the next following business day). Any party may at any time
give notice to the other parties of any change of address or fax number in
accordance with the foregoing provisions hereof


 


3





















6.                                      Further Assurances


 


Each of Northern and Deep Alta shall, at any time, and from time to time,
take any and all steps and execute, acknowledge and deliver to Surge U.S., any
and all further instruments, instruments of proxy and assurances that Surge
U.S. may reasonably require for the purpose of giving full force and effect to
this Agreement.


 


7.                                      Enurement


 


This Agreement will enure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.


 


4





















 


8.                                      Counterparts


 


This Agreement may be executed in any number
of counterparts and by fax, each of which will be deemed to be an original and
all of which taken together will be deemed to constitute one and the same
instrument.


 


The parties hereto have duly executed this
Agreement as of the date and year first above written.


 


	
   

  	
  NORTHERN ALBERTA OIL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Curtis J. Sparrow

  
	
   

  	
   

  	
  Name:

  	
  Curtis
  J. Sparrow

  
	
   

  	
   

  	
  Title

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEEP WELL OIL & GAS (ALBERTA), LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Horst A. Schmid

  
	
   

  	
   

  	
  Name:

  	
  Horst
  A. Schmid

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SURGE GLOBAL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Fred W. Kelly

  
	
   

  	
   

  	
  Name:

  	
  Fred
  W. Kelly

  
	
   

  	
   

  	
  Title

  	
  Chief
  Executive Officer

  
					



 


Acknowledgement


 


The
Corporation hereby acknowledges the terms and conditions of the foregoing
voting trust agreement made as of November 15, 2005 among Northern, Deep Alta
and Surge US.


 


 


	
   

  	
  SURGE GLOBAL ENERGY (CANADA), LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  C.W. Leigh Cassidy

  	 

	
   

  	
   

  	
  C.W.
  Leigh Cassidy

  	 

	
   

  	
   

  	
  Executive
  Chairman and Chief Executive Officer

  	 




 


5