Lithium Exploration Group, Inc.: Exhibit 10.82 - Filed by newsfilecorp.com






SHARE PURCHASE AGREEMENT 

This Share Purchase Agreement is made effective as of the
1st day of May, 2015. 

BETWEEN: 


	
      ALTA DISPOSAL LTD., a corporation, incorporated
      pursuant to the laws of the Province of Alberta (hereinafter called the
      “Vendor”) 




OF THE FIRST PART 

AND 


	
      NATEL HOFMANN, an individual, residing in the
      Hamlet of Wardlow, in the Province of Alberta, or her nominees
      (hereinafter called the “Purchaser”) 




OF THE SECOND PART 

AND 


	
      TERO OILFIELD SERVICES LTD., a corporation,
      incorporated  pursuant to the laws of the Province of Alberta
      (hereinafter called the “Corporation”) 




OF THE THIRD PART 

RECITALS 

	A. 	
      WHEREAS the Corporation operates a water well
      drilling and water disposal business located in central Alberta;

	 	 
	B. 	
      AND WHEREAS the Vendor owns 500,000 Class “A”
      Voting Common Shares of the Corporation (the “Shares”) which represents
      50% of the issued and outstanding shares of the Corporation;

	 	 
	C. 	
      AND WHEREAS the Vendor wishes to sell and convey
      the Shares to the Purchaser and the Purchaser wishes to purchase the
      Shares upon the terms and conditions hereinafter set forth;

	 	 
	D. 	
      AND WHEREAS the Vendor is willing to provide a
      restrictive covenant not to compete with the Corporation after the sale of
      the Shares;



NOW THEREFORE THIS AGREEMENT
WITNESSES THAT in consideration of the mutual covenants contained herein and other good and
valuable consideration (the receipt and sufficiency of which is acknowledged),
the Parties agree as follows: 




2 

SECTION ONE 
INTERPRETATION 

	1.1. 	
      DEFINITIONS



Whenever used in this Agreement, including the recitals and any
schedules hereto, the following words and phrases shall have the following
meanings unless the context otherwise requires: 

	 	(a) 	
      “Agreement” means this Share Purchase Agreement
      and includes any agreement amending this agreement or any agreement or
      instrument which is supplemental or ancillary thereof, and the expressions
      “above”, “below”, “herein”, “hereto”, “hereof” and similar expressions
      refer to this Agreement;

	 	 	 
	 	(b) 	
      “Books and Records” means all books, records,
      files and papers of the Corporation, including computer programs
      (including source codes and software programs), computer manuals, computer
      data, financial and tax working papers, financial and tax books and
      records, business reports, business plans and projections, sales and
      advertising materials, sales and purchases records and correspondence,
      trade association files, research and development records, lists of
      present and former customers and suppliers, personnel and employment
      records, minute and share certificate books, and all copies and recordings
      of the foregoing;

	 	 	 
	 	(c) 	
      “Business” means the business currently carried on
      by the Corporation as a water well drilling, water disposal and service
      company as a going concern and the intangible goodwill associated
      therewith and any and all interests of whatsoever kind and nature related
      thereto;

	 	 	 
	 	(d) 	
      “Closing Date” means May 15, 2015 or such other
      date as the Parties agree to in writing;

	 	 	 
	 	(e) 	
      “Counsel” means any barrister, solicitor or
      attorney or a firm thereof retained by the Vendor or Purchaser as the case
      may be;

	 	 	 
	 	(f) 	
      “Documents” means all contracts, agreements,
      documents, permits, licenses, certificates, plans, drawings,
      specifications, reports, compilations, analysis, studies, financial
      statements, budgets, market surveys, minute books, corporate records,
      corporate seals and any other documents or information of whatsoever
      nature relating to the Corporation or its Business and any all rights in
      relation thereto;

	 	 	 
	 	(g) 	
      “Effective Date” means 8:00 a.m. (Calgary, Alberta
      time), on May 1, 2015;

	 	 	 
	 	(h) 	
      “Party” or “Parties” means a party or
      parties to this Agreement;

	 	 	 
	 	(i) 	
      “Purchaser” means Natel Hofmann or her
      nominees;







3 

	 	(j) 	
      “Purchase Price” means the sum of $300,000
    US;

	 	 	 
	 	(k) 	
      “Shares” means 500,000 Class “A” Voting Common
      Shares of the Corporation;

	 	 	 
	 	(l) 	
      “Transaction” means the transaction contemplated
      by this Agreement;

	 	 	 
	 	(m) 	
      “Time of Closing” means 11:00 am, Calgary time, on
      the Closing Date when the Closing of the purchase and sale herein provided
      for shall be completed; and

	 	 	 
	 	(n) 	
      “Vendor” means Alta Disposal
Ltd.




	1.2. 	
      SCHEDULES



Appended hereto are the following schedules, which are
incorporated into this Agreement by reference and are deemed to be a part
hereof: 

Schedule A – Resignation of Alex Walsh as a Director and
Officer of the Corporation 

	1.3. 	
      SCHEDULE REFERENCES



Wherever any provision of any schedule to this Agreement
conflicts with any provision in the body of this Agreement, the provisions of
the body of this Agreement shall prevail. References herein to a schedule shall
mean a reference to a schedule to this Agreement. References in any schedule to
this Agreement shall mean a reference to this Agreement. References in any
schedule to another schedule shall mean a reference to a schedule to this
Agreement. 

	1.4. 	
      US DOLLARS



All dollar amounts referred to in this Agreement are in US
funds, unless otherwise indicated herein. All payments contemplated herein shall
be by certified cheque or bank draft issued by a Canadian chartered bank or such
other transfer of immediately available funds as may be acceptable to the
Vendor. 

	1.5. 	
      DIRECTION TO PAY



The Vendor hereby directs the Purchase to pay the Purchase
Price to Lithium Exploration Group, Inc. 

	1.6. 	
      EXTENDED MEANINGS



In this Agreement, words importing the singular number include
the plural and vice versa; words importing the masculine gender include the
feminine and neuter genders; and references to any statute shall extend to and
include orders-in-council or regulations passed under and pursuant thereto, of
any amendment or re-enactment of such statute, orders-in-council or regulations,
or any statute, order-in-council or regulations substantially in replacement
thereof. 




4 

	1.7. 	
      ENTIRE AGREEMENT



This Agreement constitutes the entire agreement between the
Parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the Parties, and there are no warranties,
representations or other agreements between the Parties in connection with the
subject matter hereof. No amendment, supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. 

	1.8. 	
      HEADINGS



Section headings are not to be considered part of this
Agreement and are included solely for convenience of reference and are not
intended to be full or accurate descriptions of the contents thereof. 

	1.9. 	
      SUCCESSORS AND ASSIGNS



All of the terms and provisions in this Agreement shall be
binding upon and shall enure to the benefit of the Parties and their respective
successors and assigns. 

SECTION TWO 
PURCHASE OF SHARES 

	2.1. 	
      PURCHASE OF SECURITIES



Subject to the terms and conditions of this Agreement, the
Vendor hereby sells to the Purchaser and the Purchaser hereby purchases from the
Vendor on the Closing Date, with effect on the Effective Date, the Shares for
the Purchase Price of $300,000 US (the “Purchase Price”). The Shares shall
constitute 50% of the issued and outstanding voting common shares in the capital
of the Corporation, free and clear of all liens and encumbrances.

	2.2. 	
      PAYMENT OF PURCHASE PRICE



Subject to the terms and conditions of this Agreement, the
Purchase Price shall be paid by the Purchaser to the Vendor for the Shares in
two installments, with one installment of $100,000 US paid on the Closing Date
of May 15, 2015 and the balance of $200,000 US to be paid on or before June 1,
2015. Both payments shall be payable to the Vendor by certified cheque or bank
draft.

	2.3. 	
      DELIVERY OF SHARES



Subject to the fulfilment of all of the terms and conditions
hereof (unless waived as herein provided), on the Closing Date, the Vendor shall
deliver (or make arrangements to deliver) to the Purchaser a share certificate
representing the Shares duly endorsed for transfer to the Purchaser, together
with such other documentation as contemplated in Section 5.1 hereof. 

	2.4. 	
      EFFECTIVE DATE OF TRANSFER



For accounting, title and tax purposes, the transfer and
assignment of the Shares from the Vendor to the Purchaser shall be effective as of the Effective
Date.




5 

	2.5. 	
      ASSUMPTION OF ALL LIABILITIES BY
  PURCHASER



The Parties agree that there will be no distribution of revenue
by the Corporation for the period from the purchase date of the Shares by the
Vendor until the Closing date of the Transaction. The Parties also agree that
the Vendor shall not be liable for any expenses or financial obligations of the
Corporation in that same time period. 

	2.6. 	
      TERMINATION OF AGREEMENTS



The Parties acknowledge that the Option Agreement entered into
between the Vendor and the Purchaser as of March 1, 2014 has been terminated.
The Parties also agree that the Unanimous Shareholder Agreement between the
Vendor, the Purchaser and the Corporation and dated effective as of March 1,
2014, shall be terminated on the Closing Date.

SECTION THREE 
REPRESENTATIONS AND WARRANTIES OF
THE VENDOR

To induce the Purchaser to enter into this Agreement and
complete the Transaction the Vendor represents and warrants to and in favour of
the Purchaser as provided in this Section Three as follows: 

	3.1. 	
      SHARES




	 	(a) 	
      The Vendor has or will have on the Closing Date good,
      marketable, beneficial and/or recorded title to the Shares, and such
      Shares are free of all mortgages, charges, liens, pledges, claims,
      security interests and agreements and other encumbrances of whatsoever
      nature and no person, firm or corporation has any agreement or option or
      right capable of becoming an agreement or option for the purchase from the
      Vendor of any of the Shares except as provided herein, and the Vendor has
      good right, full power and absolute authority to sell and assign the
      Shares to the Purchaser for the purpose and in the manner as provided in
      this Agreement. The Shares are not subject to any shareholder, pooling,
      escrow or similar agreements.

	 	 	 
	 	(b) 	
      No consents of, filings with or approval of any
      governmental or regulatory body or authority is required by the Vendor for
      the Vendor's sale and transfer of the Shares to the Purchaser, other than
      those presently held or obtained by the Vendor which are in full force and
      effect.

	 	 	 
	 	(c) 	
      The Vendor is not obligated to obtain the written consent
      of any person to the Transaction.




	3.2. 	
      INCOME TAX




	 	(a) 	
      The Vendor is a resident of Canada within the meaning of
      the Income Tax Act;







6 

	 	(b) 	
      There are no remittances due to the Canada Revenue Agency
      on the Closing Date.




	3.3. 	
      EXECUTION AND DELIVERY OF
  AGREEMENT



This Agreement has been duly executed and delivered by the
Vendor or its duly appointed power of attorney and representative and all
documents required hereunder to be executed and delivered by the Vendor shall
have been duly executed and delivered by the Vendor and this Agreement does and
such documents and instruments shall, constitute legal, valid and binding
obligations of the Vendor enforceable in accordance with their respective terms.


	3.4. 	
      REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING
      DATE




	 	(a) 	
      The covenants, representations and warranties of the
      Vendor contained in Section Three hereof and elsewhere in this Agreement
      and in any certificate or other material delivered under this Agreement
      are accurate and complete, do not contain any untrue statement of a
      material fact or, considered in the context in which presented, omit to
      state a material fact necessary in order to make the statements and
      information contained herein or therein not misleading.

	 	 	 
	 	(b) 	
      Any claims against the Vendor by the Purchaser pursuant
      to the terms hereof shall not be enforceable against the Vendor unless
      notice thereof shall have been given in writing to the Vendor within one
      (1) year of the Closing Date.

	 	 	 
	 	(c) 	
      Each and every right, remedy and power granted to the
      Purchaser hereunder pursuant to Section Three or under any documents or
      instruments delivered pursuant to the terms and conditions hereof, shall
      be cumulative and shall be in addition to any other right, remedy or power
      herein or therein specifically granted or hereinafter existing in equity
      at law, by virtue or statue or otherwise and every such right, remedy and
      power may be exercised by the Purchaser from time to time concurrently or
      independently and as often and in such order as the Vendor may deem
      expedient.

	 	 	 
	 	(d) 	
      Notwithstanding any other provision of this Agreement, a
      claim for any breach of any of the representations and warranties
      contained in this Agreement or in any contract, agreement, instrument,
      certificate or other document executed or delivered pursuant hereto
      involving fraud or fraudulent misrepresentations may be made at any time
      following the Closing Date, subject only to applicable limitation periods
      imposed by applicable law.



SECTION FOUR 
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER 

To induce the Vendor to enter into this Agreement and complete
the transactions contemplated thereby, the Purchaser represents and warrants to
and in favour of the Vendor as provided in this Section Four: 




7 

	4.1. 	
      EXECUTION AND DELIVERY OF
  AGREEMENT




	 	(a) 	
      The execution and delivery of this Agreement by the
      Purchaser and the consummation of the Transaction has been authorized by
      the Purchaser and does not breach any agreement to which the Purchaser is
      a party or by which he is bound.

	 	 	 
	 	(b) 	
      This Agreement has been duly executed and delivered by
      the Purchaser or his duly appointed power of attorney and representative,
      and all documents required hereunder to be executed and delivered by the
      Purchaser shall have been duly executed and delivered by the Purchaser,
      and this Agreement does, and such documents and instruments shall,
      constitute legal, valid and binding obligations of the Purchaser and are
      enforceable in accordance with their respective
terms.




	4.2. 	
      AUTHORITY



The Purchaser has good right, full power and absolute authority
to purchase the Shares on the terms described herein and in the manner
contemplated by this Agreement.

	4.3. 	
      INCOME TAX




	 	(a) 	
      The Purchaser is a resident of Canada within the meaning
      of the Income Tax Act;

	 	 	 
	 	(b) 	
      All remittance to the Canada Revenue Agency due by the
      Corporation at the Closing Date, have been
remitted.




	4.4. 	
      CONSENTS




	 	(a) 	
      No consents of, filings with or approval of any
      governmental or regulatory body or authority is required by the Purchaser
      to purchase the Shares from the Vendor.

	 	 	 
	 	(b) 	
      The Purchaser is not obligated to obtain the written
      consent of any person to the transaction contemplated by this Agreement,
      other than those persons from whom consent has, or prior to the Closing
      Date, will be obtained.




	4.5. 	
      REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING
      DATE




	 	(a) 	
      The covenants, representations and warranties of the
      Purchaser contained in Section Four hereof and elsewhere in this
      Agreement, and in certificate or other material delivered under this
      Agreement are accurate and complete, do not contain any untrue statement
      of any material facts or, considered in the context in which presented,
      omit to state a material fact necessary in order to make the statements
      and information contained herein and therein misleading.

	 	 	 
	 	(b) 	
      Any claims against the Purchaser by the Vendor pursuant
      to the terms hereof shall not be enforceable against the Purchaser unless
      notice thereof shall have been given in writing to the Purchaser within
      one (1) year of the Closing Date.

	 	 	 
	 	(c) 	
      Each and every right, remedy and power granted to the
      Vendor hereunder pursuant to Section Four or under any documents or
      instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be
in addition to any other right, remedy or power herein or therein specifically
granted or hereinafter existing in equity at law, by virtue or statue or
otherwise and every such right, remedy and power may be exercised by the Vendor
from time to time concurrently or independently and as often and in such order
as the Purchaser may deem expedient. 







8 

	 	(d) 	
      Notwithstanding Section 4.6(c) a claim for any breach of
      any of the representations and warranties contained in this Agreement or
      in any contract, agreement, instrument, certificate or other document
      executed or delivered pursuant hereto involving fraud or fraudulent
      misrepresentations may be made at any time following the Closing Date,
      subject only to applicable limitation periods imposed by applicable
      law.



SECTION FIVE 
COMPLETION OF PURCHASE


	5.1. 	
      PURCHASER’S CONDITIONS



The obligation of the Purchaser to complete the purchase of the
Shares contemplated herein, is subject to the fulfilment of each of the
following conditions precedent, unless waived in writing by the Purchaser. 

	 	(a) 	
      The Vendor’s Representations, Warranties
      and Covenants: At the Time of Closing, the Vendor shall have executed,
      delivered and performed all agreements and documents on its part to be
      performed hereunder; all representations and warranties contained in
      Section Three shall be true at the Time of Closing, except where a
      different date is otherwise specified therein, and in such case, at the
      date specified, with the same effect as if made on and as of such date,
      the Vendor shall deliver a Certificate executed as of the Time of Closing
      certifying that all representations and warranties of the Corporation and
      the Vendor as contained herein are true and correct as of such date,
      except where a different date is otherwise specified therein, and in such
      case, at the date specified.

	 	 	 
	 	(b) 	
      Approvals: At the Closing Date, there shall have
      been obtained the written consents or approvals, in form and substance
      satisfactory to the Purchaser, acting reasonably, of any governmental or
      regulatory agency or person whose consent to the transactions contemplated
      hereby is required, including, but without limitation the approval by the
      board of directors of the Corporation.

	 	 	 
	 	(c) 	
      Closing Documents: The Corporation shall have
      executed and delivered to the Purchaser all documents as the Purchaser or
      the Purchaser’s Counsel may reasonably request for the purposes of
      effecting the transfer and delivery of the Shares in accordance with the
      terms of this Agreement, including the
following:




	 	i. 	
      Certificate representing the Shares, accompanied by stock
      transfer powers duly executed in blank or duly executed instruments of
      transfer, and all such other assurances, consents and other documents as
      the Purchaser may reasonably request to effectively transfer to the Purchaser
title to the Shares free and clear of all encumbrances; 







9 

	 	ii. 	
      Original share registers, share transfer ledgers, minute
      books and corporate seals (if any) of the Corporation;

	 	 	 
	 	iii. 	
      All other Books and Records of the Corporation in the
      possession of the Vendor; and

	 	 	 
	 	iv. 	
      A certified copy of a resolution of the board of
      directors of the Corporation consenting to the transfer of the Shares from
      the Vendor to the Purchaser as contemplated by this
  Agreement.




	 	(d) 	
      Delivery of Documents: The Vendor shall deliver to
      the Purchaser, or make arrangements satisfactory to the Purchaser, to
      deliver, in organized form all Documents relating to the Corporation as
      are in the possession of the Vendor at the Closing
Date.



If any such conditions shall not be fulfilled or waived in
writing by the Purchaser at or prior to the Time of Closing, the Purchaser may
rescind this Agreement by written notice to the Vendor and, in such event, the
Purchaser and the Vendor shall be released from all obligations hereunder.
Notwithstanding the foregoing, the Purchaser acknowledges that the $100,000
deposit is non-refundable to the Purchaser. 

	5.2. 	
      VENDOR'S CONDITIONS



The obligation of the Vendor to complete the sale of the Shares
contemplated herein, is subject to the fulfilment of the condition precedent,
unless waived in writing by the Vendor, that at the Closing Date the
representations and warranties contained in Section Four shall be true at the
Closing Date with the same effect as if made on and as of such date. 

	5.3. 	
      RESCISSION AND TERMINATION



In the event this Agreement is rescinded and terminated
pursuant to the provisions of Section 5.1 and Section 5.2 hereof, each Party
shall be released from all obligations hereunder and each Party shall take all
reasonable actions to return the other Parties to the position relative to the
Shares which such Party occupied prior to the execution hereof. 

SECTION SIX 
INDEMNIFICATION 

	6.1. 	
      MUTUAL INDEMNIFICATIONS FOR BREACHES OF WARRANTIES,
      ETC.



The Vendor hereby covenants and agrees with the Purchaser and
the Purchaser hereby covenants and agrees with the Vendor (the party or parties
so covenanting and agreeing to indemnify another party or parties hereinafter in
this Section referred to as the “Indemnifying Party” and the party or parties so
to be indemnified being hereinafter called the “Indemnified Party”) to indemnify
and save harmless the Indemnified Party, effective as and from the Closing Date,
from and against any claims, demands, actions, causes of action, damages, loss,
costs, liability or expense (hereinafter in this Section called “Claims”) which
may be made or brought against the Indemnified Party and/or which it may suffer
or incur as a result of, in respect of, or arising out of any non-fulfilment of
any covenant or agreement on the part of the Indemnifying Party under this
Agreement or any incorrectness in or breach of any representation or warranty or
covenant of the Indemnifying Party contained herein or in any certificate or
other document furnished by the Indemnifying Party pursuant hereto. 




10 

SECTION SEVEN 
CLOSING 

	7.1. 	
      CLOSING AND CLOSING DATE



The Closing of the sale and purchase herein contemplated shall
take place at the offices of VAN DER WISSEL Law Firm in Calgary, Alberta, on the
Closing Date or upon such earlier or later time and date as may be agreed upon
between the Parties. 

SECTION EIGHT 
RESTRICTIVE COVENANT 

For the period of three (3) years from the Closing the Vendor
and its shareholders, officers and directors, shall not anywhere within 200
kilometres from the Town of Brooks, without the prior consent in writing of the
Corporation, either individually or in partnership or in conjunction with any
other person or persons, firm or corporation as employee, principal, officer,
agent stockholder or in any other manner whatsoever directly or indirectly carry
on or be engaged or concerned with or interested in or advise or act as
consultant for, lend money to, guarantee the debts or obligations of, or
otherwise provide financial assistance for, a business that is in competition
with the business of the Corporation as conducted by the Corporation at the
Closing Date.

SECTION EIGHT 
GENERAL 

	8.1. 	
      EXPENSES



All Parties shall be responsible for their own legal and audit
fees and other charges and expenses incurred in connection with the purchase and
sale of the Shares, the preparation of this Agreement and all negotiations
between the Parties. 

	8.2. 	
      TIME OF THE ESSENCE



Time shall be of the essence of this Agreement. 

	8.3. 	
      GOVERNING LAW



This Agreement shall be construed in accordance with the laws
of the Province of Alberta, and the parties hereto attorn to the courts of such
jurisdiction. 




11 

	8.4. 	
      COUNTERPARTS



This Agreement may be executed in several counterparts, each of
which so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument and, notwithstanding their
date of execution, shall be deemed to bear the date as of the date above
written. 

	8.5. 	
      NOTICES



Any notice required or permitted to be given by a Party to the
other shall be given in writing and addressed: 

	 	(a) 	
      if to the Vendor at:




	 	ALTA DISPOSAL LTD. 
	 	Suite 300, 840 – 6 Avenue SW 
	 	Calgary, Alberta T2P 3E5 
	 	Attention: Alex Walsh, President 
	 	Telephone: (403) 930-1925 
	 	Email: aw@lithiumexplorationgroup.com




	 	(b) 	
      if to the Purchaser or the Corporation
  at:




	 	VAN DER WISSEL Law Firm 
	 	200, 638 – 11th Ave. S.W. 
	 	Calgary, AlbertaT2S 0J7 
	 	Telephone: (403) 537-9935 
	 	Email: svanderwissel@vdwlaw.ca 


Any such notice shall be delivered, or mailed by prepaid
registered post. Any notice delivered as aforesaid shall be deemed to have been
received by the Party to which it is so delivered at the time on the date of its
being so delivered. Any notice mailed as aforesaid shall be deemed to have been
received by the Party to which it is so mailed on the third business day next
following the time on the date of it being so mailed. Any Party may change its
address for notice by giving notice to that effect. 

	8.6. 	
      ENUREMENT



This Agreement shall enure to the benefit of the Parties, their
respective heirs, successors and permitted assigns. 

	8.7. 	
      FURTHER ASSURANCES



The Vendor will from time to time, on and after the Closing
Date, at the request and expense of the Purchaser, execute and deliver all such
other additional instruments, notices, releases and other documents and shall do
all such other acts and things as may be reasonably necessary to more fully
convey the Shares to the Purchaser. 




12 

	8.8. 	
      PUBLIC ANNOUNCEMENTS




	 	(a) 	
      The Parties acknowledge that the Vendor is a wholly owned
      subsidiary of a reporting issuer, that the Vendor and its parent company
      are required to give public disclosure with respect to the Transaction and
      any ongoing matters with respect to the Corporation and the Corporation
      and the Purchaser hereby consent to any such disclosure required to
      satisfy the Vendor’s reporting requirements.

	 	 	 
	 	(b) 	
      Notwithstanding the foregoing, the Parties may disclose
      any information required to be disclosed to any federal, provincial, state
      or local government or governmental agency or regulatory body, branch,
      board, agency or necessary to comply with relevant timely disclosure laws
      or the requirements of regulatory authorities, including stock exchange,
      having jurisdiction in respect of the securities of the
  Parties.



Remainder of page left blank intentionally




13 

	8.9. 	
      SEVERABILITY



If, in any jurisdiction, any provision of this Agreement or its
application to any Party or circumstance is restricted, prohibited or
unenforceable, that provision shall, as to that jurisdiction, be ineffective
only to the extent of that restriction, prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, without affecting the
validity or enforceability of that provision in any other jurisdiction and, if
applicable, without affecting its application to the other parties or
circumstances. The Parties shall engage in good faith negotiations to replace
any provision which is so restricted, prohibited or unenforceable with an
unrestricted and enforceable provision, the economic effect of which comes as
close as possible to that of the restricted, prohibited or unenforceable
provision which it replaces. 

IN WITNESS WHEREOF the Parties have executed this
Agreement as of the date and year first above written. 

	 	 	ALTA DISPOSAL LTD.
	 	 	 
	 	 	
		Per: 	Alexander Walsh, President 
	 	 	 
	 	 	 
	Witness 	 	NATEL HOFMANN 
	 	 	 
	 	 	 
	  	 	TERO OILFIELD SERVICES LTD. 
	 	 	 
	 	 	 
		Per: 	Gary Hofmann 






14 

SCHEDULE “A”