VOTING
        AGREEMENT
  THIS
        VOTING AGREEMENT (the “Agreement”) is made and entered into effective as of this
        ____ day of October 2005, by and among Cadence Resources Corporation, a Utah
        corporation (the “Company”), and each of the shareholders of the Company that is
        named on and signing a signature page hereto, together with any transferees
        who
        become subject to the provisions of this Agreement pursuant to Section 4.1
        (collectively, the “Stockholders”). The Company and the Stockholders are
        individually referred to in this Agreement as a “Party” and are collectively
        referred to in this Agreement as the “Parties.”
 
 RECITALS:
  A.  Concurrently
        with the execution of this Agreement, Aurora Energy, Ltd., a Nevada corporation
        (“Aurora”), is merging with Aurora Acquisition Corp, a Nevada corporation and
        wholly owned subsidiary of the Company (“Acquisition Sub”), pursuant to which
        Aurora will become a wholly owned subsidiary of the Company (the “Merger”).
        Aurora shareholders will exchange their Aurora common stock for Cadence common
        stock as a part of the merger.
  B.  As
        a part
        of the Merger closing, certain key stockholders of the Company are issuing
        proxies to representatives of Aurora, to facilitate implementation of the
        agreement of the parties that Aurora’s management team will manage the Company
        from the effective date of the Merger forward, replacing the Company’s
        previously existing management. The proxies are to remain in effect for a
        period
        of 36 months.
 
 AGREEMENT:
  NOW,
        THEREFORE, in consideration of the foregoing and the mutual promises contained
        herein, the Parties agree as follows:
  1.  Voting
        Agreement .
  1.1  Board
        Composition .
        Each
        Stockholder agrees to vote all of Stockholder’s shares of voting securities in
        the Company, whether now owned or hereafter acquired or which Stockholder
        may be
        empowered to vote by proxy or otherwise (collectively, the “Shares”), from time
        to time and at all times, in whatever manner shall be necessary to ensure
        that
        at each annual or special meeting of stockholders of the Company at which
        an
        election of directors is held or pursuant to any written consent of the
        stockholders of the Company, the following persons shall be elected to serve
        on
        the Company’s Board of Directors:
  
 (a)  Five
        directors designated by William W. Deneau (“W. Deneau”), who shall
        initially be William W. Deneau, Earl V. Young, Gary J. Myles, Richard Deneau,
        and Ronald E. Huff; and
  (b)  Two
        directors designated by W. Deneau from among the Company’s Board of
        Directors immediately before closing of the Merger, who shall initially be
        Howard Crosby and Kevin Stulp.
  1.2  Size
        of the Board .
        Each
        Stockholder agrees to vote all of Stockholder’s Shares from time to time and at
        all times, in whatever manner shall be necessary to ensure that the size
        of the
        Board shall be set and remain at seven directors.
  1.3  Removal
        of Board Members .
        Each
        Stockholder also agrees to vote all of the Stockholder’s Shares from time to
        time and at all times in whatever manner as shall be necessary to ensure
        that
        (i) no director elected pursuant to Section 1.1 may be removed from
        office
        unless (A) the removal is directed or approved by the affirmative vote of
        the
        person or entity entitled under Section 1.1 to designate that director,
        or
        (B) the person or entity originally entitled to designate or approve the
        director pursuant to Section 1.1 is no longer so entitled to designate or
        approve the director; and (ii) any vacancies created by the resignation,
        removal or death of a director elected pursuant to Section 1.1 shall
        be
        filled pursuant to the provisions of Section 1.1. Each Stockholder
        agrees
        to execute any written consents required to effectuate the obligations of
        this
        Agreement, and the Company agrees at the request of any Party entitled to
        designate directors, to call a special meeting of stockholders for the purpose
        of electing directors or to initiate an election by written
        consent.
  2.  Term .
        This
        Agreement shall continue in effect until and shall terminate on the earlier
        of
        36 months after its effective date or the date of W. Deneau’s
        death.
  3.  Specific
        Enforcement .
        Each
        Party acknowledges and agrees that the other Parties will be irreparably
        damaged
        if any of the provisions of this Agreement are not performed by the Parties
        in
        accordance with their specific terms or are otherwise breached. Accordingly,
        it
        is agreed that each of the Company and the Stockholders are entitled to obtain
        an injunction to prevent breaches of this Agreement and to specific enforcement
        of this Agreement and its terms and provisions in any action instituted in
        any
        court of the United States or any state having subject matter jurisdiction,
        in
        addition to any other remedy to which the Parties may be entitled at law
        or in
        equity.
  4.  Miscellaneous .
  4.1  Transfers,
        Successors and Assigns .
  (a)  The
        terms
        and conditions of this Agreement shall inure to the benefit of and be binding
        upon the respective successors and assigns of the Parties. Nothing in this
        Agreement, express or implied, is intended to confer upon any party other
        than
        the Parties hereto or their respective successors and assigns any rights,
        remedies, obligations, or liabilities under or by reason of this Agreement,
        except as expressly provided in this Agreement.
  -2-
 (b)  Each
        transferee or assignee of the Shares subject to this Agreement shall continue
        to
        be subject to the terms hereof, and, as a condition to the Company’s recognizing
        the transfer, each transferee or assignee shall agree in writing to be subject
        to the terms of this Agreement by executing and delivering an Adoption Agreement
        substantially in the form attached hereto as Exhibit
        1 .
        Upon
        the execution and delivery of an Adoption Agreement by a transferee, the
        transferee shall be deemed to be a Party hereto as if the transferee’s signature
        appeared on the signature pages of this Agreement. By execution of this
        Agreement or of any Adoption Agreement, each of the Parties appoints the
        Company
        as its attorney in fact for the purpose of executing an Adoption Agreement
        that
        is required to be delivered under the terms of this Agreement. The Company
        shall
        not permit the transfer of the Shares subject to this Agreement on its books
        or
        issue a new certificate representing the Shares unless and until the transferee
        has complied with the terms of this Section
        4.1 .
        Each
        certificate representing the Shares subject to this Agreement if issued after
        the date of this Agreement shall be endorsed by the Company with the legend
        set
        forth in Section
        4.10 .
        Nothing
        in this Agreement, express or implied, is intended to confer upon any party
        other than the Parties or their respective executors, administrators, heirs,
        successors and assigns any rights, remedies, obligations, or liabilities
        under
        or by reason of this Agreement, except as expressly provided in this
        Agreement.
  4.2  Governing
        Law .
        This
        Agreement shall be governed by and construed in accordance with the General
        Corporation Law of the State of Utah as to matters within the scope thereof,
        and
        as to all other matters shall be governed by and construed in accordance
        with
        the internal laws of the State of Michigan, without regard to its principles
        of
        conflicts of laws.
  4.3  Counterparts;
        Signatures .
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed and delivered by facsimile
        signature which shall be legally binding as if it were an original.
  4.4  Titles
        and Subtitles .
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.
  4.5  Notices .
        All
        notices and other communications given or made pursuant to this Agreement
        shall
        be in writing and shall be deemed effectively given: (a) upon personal delivery
        to the Party to be notified, (b) when sent by confirmed electronic mail or
        facsimile if sent during normal business hours of the recipient, and if not
        so
        confirmed, then on the next business day, (c) five days after having been
        sent
        by registered or certified mail, return receipt requested, postage prepaid,
        or
        (d) one day after deposit with a nationally recognized overnight courier,
        specifying next day delivery, with written verification of receipt. All
        communications shall be sent to the Parties at their addresses as set forth
        on
        the signature page, or to the email address, facsimile number or address
        as
        subsequently modified by written notice given in accordance with this Section
        4.5.
  -3-
 4.6  Amendment .
  (a)  This
        Agreement may be amended or modified and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively)  only
        by a
        written instrument executed by the Company and the Stockholder against whom
        such
        amendment, modification or waiver is to be enforced. Any amendment, modification
        or waiver so effected shall be binding upon the Company and such Stockholder,
        and all of their respective successors and permitted assigns whether or not
        the
        Party, assignee or other shareholder entered into or approved the amendment
        or
        waiver.
  (b)  The
        Company shall give prompt written notice of any amendment or termination
        of this
        Agreement or waiver hereunder to any Party that did not consent in writing
        to
        the amendment, termination or waiver.
  4.7  Severability .
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this
        Agreement.
  4.8  Delays
        or Omissions .
        No
        delay or omission to exercise any right, power or remedy accruing to any
        Party
        under this Agreement, upon any breach or default of any other party under
        this
        Agreement, shall impair any right, power or remedy of the non-breaching or
        non-defaulting Party, nor shall it be construed to be a waiver of any breach
        or
        default, or an acquiescence therein. Nor shall any waiver of any single breach
        or default be deemed a waiver of any other breach or default. Any waiver,
        permit, consent or approval of any kind or character on the part of any Party
        of
        any breach or default under this Agreement, or any waiver on the part of
        any
        Party of any provisions or conditions of this Agreement, must be in writing
        and
        shall be effective only to the extent specifically set forth in the writing.
        All
        remedies, either under this Agreement or by law or otherwise afforded to
        any
        Party, shall be cumulative and not alternative.
  4.9  Entire
        Agreement .
        This
        Agreement constitutes the full and entire understanding and agreement between
        the Parties with respect to the subject matter of this Agreement, and any
        other
        written or oral agreement relating to the subject matter of this Agreement
        existing between the Parties is expressly canceled.
  4.10  Legend
        on Share Certificates .
        Each
        certificate representing any Shares if issued after the date of this Agreement
        shall be endorsed by the Company with a legend reading substantially as
        follows:
  THE
        SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH
        MAY
        BE OBTAINED FROM THE COMPANY UPON WRITTEN REQUEST), AND BY ACCEPTING ANY
        INTEREST IN THE SHARES THE PERSON ACCEPTING THE INTEREST SHALL BE DEEMED
        TO
        AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT,
        INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH
        THEREIN.
  -4-
 4.11  Execution
        by the Company .
        The
        Company, by its execution in the space provided below, agrees that it will
        cause
        the certificates evidencing the Shares issued after the date of this Agreement
        to bear the legend required by Section 4.10, and it shall supply, free of
        charge, a copy of this Agreement to any holder of a certificate evidencing
        the
        Shares upon written request from the holder to the Company at its principal
        office. The Parties to this Agreement agree that the failure to cause the
        certificates evidencing the Shares issued after the date of this Agreement
        to
        bear the legend required by Section 4.10 and the failure of the Company to
        supply, free of charge, a copy of this Agreement as provided under this Section
        4.11 shall not affect the validity or enforcement of this
        Agreement.
  4.12  Stock
        Splits, Stock Dividends, Etc .
        If the
        Company issues additional Shares to any of the Stockholders (including, without
        limitation, in connection with any stock split, stock dividend,
        recapitalization, reorganization, or the like), the additional Shares shall
        become subject to this Agreement and shall be endorsed with the legend set
        forth
        in Section 4.10.
  4.13  Covenants
        of the Company .
        The
        Company agrees to use its best efforts to ensure that the rights granted
        under
        this Agreement are effective and that the Parties enjoy the benefits of this
        Agreement. This includes, without limitation, the use of the Company’s best
        efforts to cause the nomination and election of the directors as provided
        above.
        The Company will not, by any voluntary action, avoid or seek to avoid the
        observance or performance of any of the terms to be performed by the Company
        under this Agreement, but will at all times in good faith assist in the carrying
        out of all of the provisions of this Agreement and in the taking of all actions
        that are necessary, appropriate or reasonably requested by a Stockholder
        in
        order to protect the rights of the Stockholders against impairment.
  4.14  Manner
        of Voting; Grant of Proxy .
        The
        voting of Shares pursuant to this Agreement may be effected in person, by
        proxy,
        by written consent or in any other manner permitted by applicable law. Each
        Party hereby grants to the Secretary of the Company, in the event that the
        Party
        fails to vote the Party’s Shares as required by this Agreement, a proxy coupled
        with an interest in all Shares, whether held by an Investor or a Stockholder,
        beneficially owned by the Party, which proxy is irrevocable until this Agreement
        terminates pursuant to its terms or this Section 4.14 is amended in accordance
        with Section 4.6 to remove the grant of proxy.
  -5-
 4.15  Costs
        of Enforcement .
        If any
        Party to this Agreement seeks to enforce its rights under this Agreement
        by
        legal proceedings, the non-prevailing Party shall pay all costs and expenses
        incurred by the prevailing Party, including, without limitation, all reasonable
        attorneys’ fees.
  4.16  Spousal
        Consent . If a
        Stockholder who resides in Arizona, California, Idaho, Louisiana, Nevada,
        New
        Mexico, Texas, Washington, Wisconsin, or the Commonwealth of Puerto Rico
        (a
“Community Property State Stockholder”) is married on the date of this
        Agreement, such Community Property State Stockholder’s spouse shall execute and
        deliver to the Company a consent of spouse in the form of Exhibit 2 (“Consent of
        Spouse”), effective on the date of this Agreement. The Consent of Spouse shall
        not be deemed to confer or convey to the spouse any rights in the Community
        Property State Stockholder’s shares of capital stock that do not otherwise exist
        by operation of law or the agreement of the parties. If a Community Property
        State Stockholder marries or remarries subsequent to the date of this Agreement,
        such Community Property State Stockholder shall, within 30 days after the
        marriage, obtain his/her new spouse’s acknowledgement of and consent to the
        existence and binding effect of all restrictions contained in this Agreement
        by
        causing the new spouse to execute and deliver a Consent of Spouse acknowledging
        the restrictions and obligations contained in this Agreement and agreeing
        and
        consenting to them.
  IN
        WITNESS OF THIS VOTING AGREEMENT, the Parties have signed below.
  CADENCE
                RESOURCES CORPORATIONBy:Name:Title:Address:c/o
                  Aurora Energy, Ltd.3760
                  North US 31 SouthP.
                  O. Box 961Traverse
                  City, Michigan 49685-0961Fax No.:231-947-7074E-mail:bdeneau@auroraenergy.com
  -6-
   Counterpart
        Signature Page to Voting Agreement of
 Cadence
        Resources Corporation
 Dated
        October  ,
        2005
 [Name of
                Stockholder]:_________________________________________________By:Name:Title:
 Address:_________________________________________________________________________________________________________Fax
                No.__________________________________________________E-mail:
                __________________________________________________Date: October ___,
                2005
 
 -7-
   EXHIBIT
        1
  ADOPTION
        AGREEMENT
  THIS
        ADOPTION AGREEMENT (“Adoption Agreement”) is executed by the undersigned (the
“Transferee”) pursuant to the terms of that certain Voting Agreement dated as of
        October ___, 2005 (the “Agreement”) by and among the Company and certain of its
        Stockholders. Capitalized terms used but not defined in this Adoption Agreement
        shall have the respective meanings ascribed to them in the Agreement. By
        the
        execution of this Adoption Agreement, the Transferee agrees as
        follows:
 
 1.1  Acknowledgement .
        Transferee acknowledges that Transferee is acquiring certain shares of the
        capital stock of the Company (the “Shares”), subject to the terms and conditions
        of the Agreement and that if Transferee does not execute this Adoption
        Agreement, the Shares will not be transferred to Transferee.
 
 1.2  Agreement .
        Transferee (i) agrees that the Shares acquired by Transferee shall be bound
        by
        and subject to the terms of the Agreement, and (ii) hereby adopts the Agreement
        with the same force and effect as if Transferee were originally a Party
        thereto.
 
  1.3  Notice .
        Any
        notice required or permitted by the Agreement shall be given to Transferee
        at
        the address listed beside Transferee’s signature below.
  
  EXECUTED
        AND DATED this ______ day of _______________, 200__.
  NAME
                OF TRANSFEREE:By:Name:Title:
 Address:
                _________________________________________________Fax No.
                __________________________________________________E-mail: ___________________________________________________
 
  Accepted
        and Agreed:
  CADENCE
        RESOURCES CORPORATION,
 Individually
        and as Attorney-in-Fact for the Stockholders
 
 By: 
        _________________________
 Name:
 Title:
 
  
   EXHIBIT
        2
  CONSENT
        OF SPOUSE
  I,
        ____________, spouse of __________, acknowledge that I have read the Voting
        Agreement, dated as of October ___,
        2005 ,
        to
        which this Consent is attached as Exhibit
        2 (the
“Agreement”), and that I know the contents of the Agreement. I am aware that the
        Agreement contains provisions regarding the voting and transfer of shares
        of
        capital stock of the Company which my spouse may own, including any interest
        I
        might have therein.
 
 I
        hereby
        agree that my interest, if any, in any shares of capital stock of the Company
        subject to the Agreement shall be irrevocably bound by the Agreement and
        further
        understand and agree that any community property interest I may have in the
        shares of capital stock of the Company shall be similarly bound by the
        Agreement.
 
 I
        am
        aware that the legal, financial and related matters contained in the Agreement
        are complex and that I am free to seek independent professional guidance
        or
        counsel with respect to this Consent. I have either sought such guidance
        or
        counsel or determined after reviewing the Agreement carefully that I will
        waive
        such right.
 
 This
        Consent of Spouse shall not be deemed to confer or convey to the undersigned
        any
        rights in my spouse's shares of capital stock that do not otherwise exist
        by
        operation of law or by express written agreement with my spouse.
 
 Dated:  October
              , 2005
  Signature
  Print
        Name of Stockholder’s Spouse