DRAFT COPY FOR INFORMATION PURPOSES ONLY: THIS UNANIMOUS SHAREHOLDER AGREEMENT made as of the ____ day of _____________ 201_. AMONG:

CLEARVIEW CYPRUS HOLDINGS INC. (hereinafter referred to as "Clearview")

OF THE FIRST PART

- and –

__________________.

(hereinafter referred to as _________")

OF THE SECOND PART

- and –

__________________ (hereinafter referred to as "__________")

OF THE THIRD PART

- and –

___________________.

(hereinafter referred to as "__________")

OF THE FOURTH PART

- and -

_________________________. (hereinafter referred to as the "___________")

OF THE FIFTH PART

WHEREAS the Corporation is a corporation under the laws of the Province of Alberta with an authorized capital consisting of an unlimited number of Class “A”, “B”, “C”, “D”, “E” and “F” Shares; T.B.D. AND WHEREAS there have, as of the date of this Agreement, been issued and there are now outstanding the following Shares: (a) _____ “A” Common voting shares in the name (b) _____ Class “C” Common non-voting shares in the name of; (c) _____ Class “C” Common non-voting shares in the name of; (d) _____ Class “C” Common non-voting shares in the name of; (e) _____ Class “C” Common non-voting shares in the name of.; (f) _____ Class “H” Preferred shares in the name of;

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(g) _____ Class “G” Preferred shares in the name of AND WHEREAS the Shareholders wish to establish their rights and obligations in respect of the Shares now or hereafter owned by them, the election or removal of Directors, the management and control of the Corporation and certain other matters as hereinafter set forth; AND WHEREAS the parties hereto agree that it is in the best interests of the Corporation to enter into an agreement providing for the orderly disposition of Shares upon the occurrence of certain specific events; AND WHEREAS the parties hereto intend that this Agreement shall operate and be construed as a Unanimous Shareholder Agreement under the Act; AND WHEREAS the Shareholders have agreed to provide Initial Financial Contribution to the Corporation as set out in Article 2.01 of Schedule “A”; NOW THEREFORE this Agreement witnesses that in consideration of the premises and mutual promises, covenants and conditions hereinafter set forth, the parties hereto agree as follows: ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.01 Definitions Where used in this Agreement unless the context otherwise requires, the following words and phrases shall have the meaning ascribed to them below: (a) "Accountants" means such independent firm of chartered accountants as may, from time to time, be chosen by the Shareholders as auditors or accountants of the Corporation; (b) "Act" means the Business Corporations Act, Statutes of Alberta, 1981, Chapter B-15, as amended from time to time, and every statute that may be substituted therefor, and in the case of any such amendment or substitution, any reference in this Agreement to the Act shall be read as referring to the amended or substituted provisions therefor; (c) "Agreement" means this agreement including any and every amendment or supplement hereto and any and every instrument supplemental or ancillary hereto; (d) "Articles" means the articles of incorporation of the Corporation filed _______, 201_; (e) "By-laws" means any by-laws of the Corporation which are, from time to time, in force and effect; (f) "Corporate Shareholders" means all Shareholders who are bodies corporate; (g) "Corporation" means ______________. (h) "Directors" means persons who are, from time to time, in accordance with the terms of this Agreement, duly elected or appointed directors of the Corporation;

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(i) "Disposition" has that meaning ascribed to it in Article 9.01; (j) "Disproportionate Advances" means the excess amount of any Shareholder Advance owing to a Shareholder which, having regard to the total amount owed by the Corporation to all Shareholders in respect of Shareholder Advances, is more than that Shareholder's proportionate holdings of Shares; (k) "Guarantee Agreement" means an agreement by way of guarantee given or to be given, as the case may be, by one (1) or more of the Shareholders or the shareholder of a Corporate Shareholder with the consent of the Shareholders or pursuant to the provisions of this Agreement, for the repayment of any indebtedness of the Corporation or for the performance by the Corporation of any of its other obligations; (l) "Officers" means persons who are, from time to time, in accordance with the terms of this Agreement, duly elected or appointed officers of the Corporation; (m) “Property” means the real estate property or properties purchased and held by the Corporation and, where the context so permits, may mean a specific or individual property purchased or sold by the Corporation; (n) “Shareholders” means, collectively, ________________________ and any additional shareholders hereafter acquiring Shares in accordance with this Agreement; (o) "Shareholder Advances" means, with respect to each Shareholder, all outstanding loans due and owing from time to time by the Corporation to such Shareholder; (p) "Shareholder Interest" means all the Shares owned by a Shareholder plus all Shareholder Advances owed to that Shareholder; (q) "Shares" means all present and future issued and outstanding shares of the Corporation of any class or series; (r) "Substantial Default" means with respect to a Shareholder that such Shareholder has been deemed pursuant to Article 9.01 hereof to have made a Disposition of the Shareholder Interest of that Shareholder. 1.02 Headings The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provisions in this Agreement or its scope or intent. 1.03 Applicable Law This Agreement shall be interpreted in accordance with the laws of the Province of Alberta. 1.04 Genders Wherever the singular is used, it shall be deemed to extend to and include the plural and vice versa, and where one gender is used, it shall include all genders.

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1.05 Severability Any provision of this Agreement which is invalid or unenforceable may be severed and such severance shall not affect the validity or enforceability of any other provision or covenant herein contained. ARTICLE 2 - PRECEDENCE OF THIS AGREEMENT 2.01 Compliance By Corporation Each of the Shareholders will as a shareholder of the Corporation at all times so hold and act and, in all other respects, use his best endeavors and take all such steps as may be reasonably within his power so as to cause the Corporation to act in accordance with the spirit and intent of this Agreement, including the entering into of agreements by the Corporation with one or more of the Shareholders, or other persons, whereby the Corporation shall bind itself to take such action as the Shareholders have agreed herein shall be taken by the Corporation, but excluding the rights and obligations of the Corporation arising or incurred prior to the date of this Agreement. 2.02 Amendment of Articles Should there be, or at any time that this Agreement is in force should there hereafter arise, any conflict between the provisions of this Agreement and the Articles then any of the Shareholders may, to the extent permitted by law, at any time require the others with him to cause the Articles to be amended to the extent necessary to remove or correct such conflict. 2.03 Notice by Corporation of Unanimous Shareholder 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, transfers 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. 2.04 Unanimous Shareholder Agreement The Parties agree that this Agreement is and shall operate as a Unanimous Shareholder Agreement under the Act and, as such, this Agreement shall be binding upon any person who becomes a Shareholder after the date hereof with the addition of one or more Parties not resulting in an amendment to this Agreement or a new Agreement to have been entered into by the Parties. ARTICLE 3 - IMPLEMENTATION OF AGREEMENT 3.01 Effect of Agreement Each of the Shareholders shall vote or cause to be voted the Shares owned by him in such a way so as to fully implement the terms and conditions of this Agreement and shall, if any

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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 each such Director. 3.02 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 covenant, and agrees to waive any restriction on transfer contained in the Articles or By-laws in order to give effect to such transfers. ARTICLE 4 - DIRECTORS AND OFFICERS 4.01 Board of Directors The board of Directors of the Corporation shall consist of up to five (5) Directors, all of whom shall be the nominee of Clearview. 4.02 Removal from Office No Director elected by the holders of one of the classes of Shares shall be removed from office prior to the end of the term of that Director without the consent of the Shareholders of such class expressed by ordinary resolution of the Shareholders of such class unless such Director is petitioned into bankruptcy, makes an assignment for the benefit of his creditors, is judged insane or incompetent to handle his own affairs by a court of competent jurisdiction or has defaulted in the payment of any sums due and owing by him to the Corporation and such default continues after twenty one (21) days from the date of notice of such default having been given to such Director by the Corporation or an Officer. 4.03 Replacement of Directors Subject to paragraph 4.01, any vacancy on the board of Directors occurring as a result of the death, incapacity or resignation of any Director elected by the holders of one of the classes of Shares shall be filled by a nominee elected by the holders of that class of Shares. 4.04 Indemnity The Shareholders jointly and severally covenant and agree, in proportion to the holdings of Shares by such Shareholder, to indemnify and save harmless each of the Directors and his representatives from and against all claims, liability, costs, charges and expenses, including legal fees on a solicitor/client basis sustained or incurred by each such Director in respect of any matter by reason of the exercise or purported exercise by the Shareholders or any of them of the rights, powers, duties and liabilities expressed herein to be assumed from the Directors by the Shareholders. ARTICLE 5 - CONDUCT OF THE BUSINESS OF THE CORPORATION 5.01 Unanimous Consent Unless otherwise agreed by unanimous consent of the Shareholders who are not in Substantial Default, the Shareholders shall not cause or permit the Corporation, and the board of Directors shall not authorize the Corporation, to:

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a) take or institute any proceedings for the winding-up, reorganization or dissolution of the Corporation; b) sell, lease or exchange all or substantially all of the property of the Corporation, provided, however, that the Voting Shareholders may have a Property (or Properties) appraised, at its own expense, by a qualified appraiser (“Appraiser”) acceptable to the other parties, such approval not to be arbitrarily withheld. If the Appraiser’s report is acceptable to the other parties, such approval not to be arbitrarily withheld, and if the appraised value of the Property is reduced more then ten percent (10%) the sum of the initial purchase price plus all expenses to the date of closing inclusive of all closing expenses which shall include for the purposes of this calculation a deemed seven percent (7%) real estate commission (“Adjusted Value”) then the Voting Shareholders may direct that the Property be forthwith placed on the market for sale. c) amalgamate or merge with any other body corporate; d) increase or decrease the authorized or issued capital of the Corporation or alter its capital structure in any way; e) permit Shares to be issued by the Corporation nor the Corporation to enter into nor undergo any reconstruction, or reorganization which would have the effect of altering the proportionate shareholdings of the Shareholders as set out in the preamble to this Agreement or the rights attached to such shareholdings; f) acquire any leasehold interests in real property with respect to which the underlying leases cannot be terminated on ninety (90) or fewer days notice; g) enter into any financial commitment of any type whatsoever including, without limitation, any purchase, sale, loan, borrowing or expenditure where:

(i) such financial commitment, individually, is in excess of the sum of $10,000.00; or (ii) such financial commitment, when added to all the other outstanding financial

commitments of the Corporation, results in such financial commitments exceeding, in the aggregate, the sum of $20,000.00;

(h) acquire any freehold interest in real property; (i) enter into any employment agreements, other than as expressly set out in this agreement, providing for annual salary or compensation; or (j) make any investments of any nature whatsoever other than with one or more of the five largest (by assets) Canadian Schedule A Chartered Banks and Canadian Trust Companies.

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5.02 Form of Consent The execution of any written agreement or Shareholders' resolution by all the Shareholders who are not in Substantial Default shall constitute the consenting agreement of the Shareholders contemplated in this Article 5. 5.03 Finance Committee The Shareholders authorize the Directors to form a committee and delegate to the committee the authority to function and carry out the responsibilities outlined in Schedule “A” attached.

ARTICLE 6 - FINANCING 6.01 General Intention - Shareholders Not Obliged The parties agree that the Corporation shall be financed according to Article 2 of Schedule A. 6.02 Shareholder Advances If any Shareholder Advances are made then: (a) Shareholder Advances by all Shareholders are intended to be at all times in proportion to the Shares held by them; (b) each Shareholder Advance shall be evidenced by a promissory note issued by the Corporation in the principal amount thereof which promissory note shall provide that repayment of the amount therein is subject to the terms and conditions contained in this Agreement; (c) no interest shall be payable by the Corporation on Shareholder Advances unless the Directors otherwise determine and in that event (subject to the provisions of Article 6.04 hereof) interest shall accrue at the same rate and for the same period on all Shareholder Advances outstanding during such period; (d) the terms of payment thereof shall be as unanimously agreed by the Shareholders not in Substantial Default; (e) no Shareholder shall be entitled to demand repayment of the whole or any portion of any Shareholder Advances outstanding prior to the time for repayment but nothing herein shall prohibit the Corporation, when authorized by ordinary resolution of the Directors, from repaying any Shareholder Advances in accordance with Article 6.02(g); (f) subject to Article 6.04, all repayments of Shareholder Advance and if applicable, interest thereon, shall be made by the Corporation to all Shareholders pro rata in proportion to the amount which each Shareholder Advances at such time bears to all Shareholder Advances then outstanding; and

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(g) all Shareholder Advances may be prepaid by the Corporation in whole or in part at any time or times without notice or bonus, subject however to Article 6.02(f). 6.03 Subordination Each Shareholder shall, at the request of the board of Directors, subordinate his Shareholder Advances (other than Disproportionate Advances) in favour of any bank or lending institution providing financing to the Corporation. 6.04 Disproportionate Advances Unless otherwise agreed by the parties, Disproportionate Advances shall not bear interest and shall be repaid by the Corporation to the Shareholder upon demand in priority to other Shareholder Advances that are not Disproportionate Advances. 6.05 Distributions It is the intention of the Shareholders that all profits, benefits and advantages accruing or paid from the Corporation shall be shared in proportion to their Shares held except where otherwise provided in this Agreement, and except where the board of Directors unanimously resolves to provide reasonable compensation to any of the Shareholders for services performed for the Corporation by one of the Shareholders or for benefits received by the Corporation as a result of the actions of the Shareholder. 6.06 Liability of Shareholders and Others - Corporate Indemnification Any Shareholder or shareholder of a Corporate Shareholder who, or whose nominee Director or Officer, either in the ordinary and proper course of acting as Director or Officer, or with the consent of the Shareholders or of the Board of Directors, in the course of the business of the Corporation, or under any Guarantee Agreement entered into as contemplated by this Agreement, incurs any liability or becomes obliged to pay any of the obligations of the Corporation, shall thereby be deemed to have made a Shareholder Advance to the Corporation in the amount of such liability or obligation and to the extent that such advance creates a Disproportionate Advance (which Disproportionate Advance shall be deemed to be created in the case of such liability or obligations being incurred or paid by a Director, Officer or shareholder of a Corporate Shareholder), shall be entitled to indemnification by the Corporation for such liability or obligation and all costs associated therewith, with the same priority as other Disproportionate Advances but notwithstanding anything elsewhere herein contained such Disproportionate Advance shall not attract interest until the liability or obligation is actually paid by the Shareholder. 6.07 Liability of Shareholders and Others - Mutual Indemnification Any Shareholder or shareholder of a Corporate Shareholder who, under any Guarantee Agreement entered into as contemplated by this Agreement, becomes obliged to pay any obligations of the Corporation, shall be entitled to indemnification by each of the Shareholders, in proportion to the holdings of Shares by that Shareholder, for any and all payments properly made by such Shareholder or shareholder of a Corporate Shareholder under the Guarantee Agreement to the extent that such payments are in excess of such

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Shareholder's proportionate share (based on his holdings of Shares) of the obligations of the Corporation. 6.08 Notice of Liability The Shareholder, or nominee Director or Officer of such Shareholder, or a shareholder of a Corporate Shareholder who, receives a demand to pay any liability or obligation with respect to which it will claim indemnification from the Corporation or the Shareholders, shall forthwith give notice of the demand to the other parties hereto advising them of the details thereof and the intended response and shall permit the Corporation a reasonable opportunity to contest the demand. 6.09 Release and Indemnification The Shareholders hereby: (a) remise, release and forever discharge A.J. Slivinski, Mary Jo Slivinski and their heirs, executors, administrators and personal representatives and the Corporation and all Shareholders, Officers and Directors of the Corporation of and from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands whatsoever which the Shareholders ever had, now have or can, shall or may have for or by any reason of any cause, matter or thing whatsoever existing now or arising in the future, including without limiting the generality of the foregoing, any cause, matter or thing howsoever arising out of the Shareholders' investment in the Corporation; and (b) agree not to make any claim or take any proceedings against any other person, firm, corporation or other entity in respect of matters and claims hereby released who might claim contribution from or to be indemnified by A.J. Slivinski and Mary Jo Slivinski and (c) further agree that, the Shareholders, including Corporate Shareholders, hereby indemnify A.J. Slivinski and Mary Jo Slivinski against all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands whatsoever which the Shareholders, ever had, now have or can, shall or may have for or by any reason of any cause, matter or thing whatsoever existing up to the date of this Release and Indemnification, including without limiting the generality of the foregoing, any cause, matter or thing howsoever arising out of: (i) the Shareholders' investment in the Corporation; or (ii) the Officers or Directors involvement in the Corporation. (d) confirm that the Shareholder’s decision to invest in the Corporation was made solely on the basis of: (i) the facts surrounding the Shareholder’s Interest in the Corporation which the

Shareholders hereby confirm that they have independently verified; (ii) the provisions of this written Unanimous Shareholder Agreement which the

Shareholders hereby confirm that they fully understand; and (iii) the advice received by the Shareholders from their own chosen professional

and personal advisors, competent in the Shareholders' opinion to offer said advice and totally independent of A.J. Slivinski and Mary Jo Slivinski.

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ARTICLE 7 - ALIENATION OF SHAREHOLDER INTERESTS 7.01 Prohibitions No additional Shares shall be issued nor shall the Shareholders sell, assign, pledge, transfer, encumber or dispose of any Shares or Shareholder Interest except in accordance with the terms of this Agreement. 7.02 Disposition of Interest in Corporate Shareholder No additional securities of any Corporate Shareholder shall be issued nor shall any Corporate Shareholder authorize or permit the sale, assignment, pledge, transfer, encumbrance or disposition of any securities of such Corporate Shareholder, thereby resulting in a change in control of the Corporate Shareholder, except in accordance with the terms of this Agreement. 7.03 Shares of the Corporation The provisions of this Agreement relating to Shares shall apply mutatis mutandis to: (a) any shares or securities into which such Shares may be converted, changed, reclassified, redivided, redesignated, redeemed, subdivided or consolidated; (b) any shares or securities that are received by the Shareholders as a stock dividend or distribution payable in shares or securities of the Corporation; and (c) 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 on a reorganization, amalgamation, consolidation or merger, statutory or otherwise. 7.04 Consent Procedure Any act prohibited by Articles 7.01 and 7.02 will be permitted and will not constitute a default under this Agreement nor will it constitute a Disposition, provided that it is approved by the unanimous resolution of all of the Shareholders not in Substantial Default and any conditions attached to such approval are met. The Shareholders agree that they will not unreasonably withhold approval of any disposition of the Shareholder Interest of a Shareholder to a corporation controlled by the Shareholder or, with respect to an existing Corporate Shareholder, to its shareholders or a corporation controlled by its shareholders. 7.05 Certificate Endorsement Certificates for all Shares shall be endorsed with reference to the foregoing as follows:

"The Shares represented by this Certificate are subject to the provisions of a Unanimous Shareholder Agreement made among the Corporation and its Shareholders and such Shares are not transferable on the books of the Corporation except in compliance with the terms and conditions of such Agreement represented thereby, and such Agreement grants to the Shareholder an option to purchase such Shares in certain events."

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ARTICLE 8 - RIGHT OF FIRST REFUSAL 8.01 Offer to Purchase If during the operation of this Agreement any Shareholder (in this Article referred to as the "Initiating Party") desires to sell, transfer or assign all or any portion of the Shareholder Interest of the Initiating Party, the Initiating Party shall give notice to the other Shareholders not in Substantial Default, (such Shareholders not in Substantial Default in this Article referred to as the "Remaining Parties") indicating the intention to offer that Shareholder Interest or a portion thereof for sale and the price and terms on which it intends to make the offer. The Remaining Parties shall, in proportion to the respective holdings of Shares of those who desire to participate, have the right to purchase such Shareholder Interest or portion thereof offered at such price and upon such terms as are set out in the notice. 8.02 Acceptance of Offer If within thirty (30) days following the date of giving notice under Article 8.01 no agreement is reached between the Initiating Party and the Remaining Parties as contemplated under Article 8.01, then the Initiating Party is at liberty to offer such Shareholder Interest or portion thereof to any other purchaser, subject however to a right of first refusal in favour of the Remaining Parties in respect of any proposed sale of such Shareholder Interest and provided that any such purchaser is a bona fide purchaser and a person, firm or corporation dealing at arm’s length which is not directly or indirectly controlled by the Initiating Party or any of the other parties. 8.03 Submission of Outside Offer Prior to concluding a sale of such Shareholder Interest pursuant to Article 8.02, an Initiating Party shall give notice (in this Article referred to as the "First Refusal Offer") to the Remaining Parties giving them the name of the proposed purchaser and the price and terms of the proposed sale and offering them the first right for thirty (30) days (in this Article referred to as the "Acceptance Period") to purchase the Shareholder Interest upon the terms outlined in the notice, such terms to be expressed as to consideration, in Canadian Dollars or Canadian Dollar equivalent. The Remaining Parties may accept the offer by written notice of acceptance within the Acceptance Period specifying what proportion of the Shareholder Interest that each desires to purchase. If the acceptance notices from any or all of the Remaining Parties demonstrate alone or when combined an intention to acquire at least all of the Shareholder Interest offered in the First Refusal Offer, the Remaining Party or Parties who have accepted the offer shall be bound to purchase the Shareholder Interest or portion thereof offered. If the acceptance notices indicate an intention, when combined, to acquire more than all of the Shareholder Interest offered in the First Refusal Offer, the Shareholder Interest offered shall be apportioned among the Remaining Parties who have delivered acceptance notices, based on their respective holdings of Shares. In no event shall any Remaining Party be bound to purchase any greater proportion of the Shareholder Interest offered than is specified in the acceptance notice of such Remaining Party.

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8.04 Outside Offer In the event that the right of first refusal pursuant to Article 8.03 is not exercised as to all of the Shareholder Interest or portion thereof offered, the Initiating Party shall be at liberty to sell such Shareholder Interest at the price and upon the terms contained in the notice, but not at any other price or on other terms, within ninety (90) days of the expiration of the Acceptance Period, failing which the Initiating Party shall not be permitted to conclude such sale transaction without giving further notice to the Remaining Parties in accordance with the terms of this Article 8 extending to them a further right of first refusal. ARTICLE 9 - OPTION RIGHTS 9.01 Disposition by Operation of Law For the purposes of this Article 9, "Disposition" shall mean: (a) where any one of the following occurs in relation to an Individual Shareholder, namely:

(i) he has died; (ii) he is petitioned into bankruptcy or makes an assignment for the benefit of his creditors; (iii) he is judged insane or incompetent to handle his own affairs by a court of competent jurisdiction; (iv) an order is made by a court of competent jurisdiction purporting to deal with his Shareholder Interest pursuant to the Matrimonial Property Act of Alberta or other similar legislation; (v) his Shareholder Interest is seized or attached in any way for the payment of any judgment or order; (vi) he has made or purported to make a sale, transfer or assignment of his Shareholder Interest in contravention of this Agreement; (vii) he has defaulted in the payment of any sums due and owing by him to the Corporation and such default continues after twenty one (21) days from the date of notice of such default having been given to him by one of the Shareholders indicating an intention to exercise the option provided for in this Article 9; and (viii) he is in default of making payment under any Guarantee Agreement and such default continues after twenty one (21) days from the date of notice of such default having been given to him by one of the Shareholders indicating an intention to exercise the option provided for in this Article 9;

(b) where any one of the following occurs in relation to a Corporate Shareholder, namely:

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(i) where any of the events listed in Article 9.01(a) (i) to (iii) occur with respect to the beneficial owner of fifty (50%) per cent or more of all the issued and outstanding voting shares in the capital of any such Corporate Shareholder; (ii) where any of the events described in Article 9.01(a)(iv) or (v) occur with respect to the shares in the Corporate Shareholder owned by the beneficial owner of fifty (50%) percent or more of the issued and outstanding voting shares in the capital of any such Corporate Shareholder; (iii) where any of the events listed in Article 7.02 occur; (iv) proceedings are instituted for the dissolution or winding-up of any such Corporate Shareholder; (v) such Corporate Shareholder is petitioned into bankruptcy or makes an assignment for the benefit of its creditors; (vi) if a Certificate of Dissolution is issued with respect to such Corporate Shareholder by the Registrar of Corporations or such Corporate Shareholder is otherwise dissolved and its corporate status terminated in the Province of Alberta; (vii) such Corporate Shareholder's Shareholder Interest is seized or attached in any way for the payment of any judgment or order; (viii) it has made or purported to make a sale, transfer or assignment of its Shareholder Interest in contravention of this agreement; (ix) it has defaulted in the payment of any sums due and owing by it to the Corporation and such default continues after twenty one (21) days from the date of notice of such default having been given to it by one of the Shareholders indicating an intention to exercise the option provided for in this Article 9; (x) it is in default of making payment under any Guarantee Agreement and such default continues after twenty-one (21) days from the date of notice of such default having been given to it by one of the Shareholders indicating an intention to exercise the option provided for in Article 9; (xi) where, with respect to any shareholder of such Corporate Shareholder, such shareholder is in default of making payment under any Guarantee Agreement and such default continues after twenty-one (21) days from the date of notice of such default having been given to both such shareholder and such Corporate Shareholder by one of the Shareholders indicating an intention to exercise the option provided for in this Article 9.

9.02 Option There shall be deemed to be a grant to the Corporation and the other Shareholders not in Substantial Default (such Shareholders not in Substantial Default being in this Article referred to as the "Remaining Parties") of an option (in this Article referred to as the "Option

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Right") to purchase the Shareholder Interest of a Shareholder (in this Article referred to as the "Initiating Party") in the event: (a) of the Disposition by the Initiating Party of his Shareholder Interest or any portion thereof; or (b) if the Initiating Party makes a written offer to sell to the Corporation or the other Shareholders all of the Initiating Party's Shareholder Interest where no purchase price is provided in the offer. 9.03 Notice to Exercise Option Right The time within which the Option Right may be exercised (in this Article referred to as the "Acceptance Period") shall be ninety (90) days and shall commence to run from the date upon which the last of the Remaining Parties receive actual notice of the Disposition from which the Option Right arises. The Corporation, if approved by unanimous resolution of the Directors, other than the nominee or nominees of the Initiating Party, if any, may exercise the Option Right with respect to all or any portion of the Shareholder Interest subject to the Option Right. Any portion of such Shareholder Interest not acquired by the Corporation may be acquired by the Remaining Parties. The Corporation or the Remaining Parties may exercise the Option Right by notice of acceptance within the Acceptance Period specifying what proportion of the Shareholder Interest that each desires to purchase. If the acceptance notices from any or all of the Corporation or the Remaining Parties demonstrate alone or when combined an intention to acquire at least all of the Shareholder Interest subject to the Option Right, the Remaining Party or Parties who have exercised the Option Right shall be bound to purchase such Shareholder Interest. In the case of the acceptance notices indicating an intention, when combined, to acquire more than all of such Shareholder Interest, the remainder of such Shareholder Interest after the Corporation's Option Right is exercised shall be apportioned among the Remaining Party or Parties who have delivered the acceptance notices, based on their respective holdings of Shares. In no event shall any Remaining Party be bound to purchase any greater proportion of the Shareholder Interest offered than is specified in the acceptance notice of such Remaining Party. If the Option Right is not exercised within the Acceptance Period as to all of the Shareholder Interest subject to the Option Right, the Option Right shall cease and determine and be of no further effect. 9.04 Option Price The option price shall be the value of the Shareholder Interest with respect to which the Option Right is exercised, as of the date that the Option Right arises, determined in the manner hereinafter provided. 9.05 Evaluation by Accountants If, following exercise of the Option Right, the Initiating Party and the party or parties exercising the Option Right (in this Article referred to as the "Purchasing Party") fail to agree on the value of the Shareholder Interest, either the Initiating Party or the Purchasing Party may by notice to the other, the Corporation and the Accountants, cause the Accountants to make an evaluation of the Shareholder Interest of the Initiating Party at the expense of the Corporation. Upon a determination of such value by the Accountants, notice thereof shall be served by the Accountants on the Corporation, the Initiating Party and the Purchasing Party.

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The determination of the Accountants shall be final and binding on the Initiating Party and the Purchasing Party unless a notice to arbitrate is given by one of them in the manner and within the time period set out in Article 9.06. 9.06 Arbitration Notice After determination of value by the Accountants or if they do not give notice of their determination within sixty (60) days after notice to them requiring the valuation pursuant to the Article 9.05, either the Purchasing Party or the Initiating Party may for a further period of fifteen (15) days give notice to the other and the Corporation requiring that the value of the Initiating Party's Shareholder Interest be determined by arbitration in accordance with this Agreement. 9.07 Windup Of the Corporation Notwithstanding Article 5.01 if any Shareholder makes an offer to sell as contemplated in Article 9.02 (b) hereof and in such offer invokes the provisions of this part by giving notice to the Corporation and the other Shareholders that they are required to make an election either to purchase the Shareholder Interest offered or wind up the Corporation, the Corporation and the other Shareholders shall, within one hundred and twenty (120) days of the date upon which the last of the Corporation and the other Shareholders receive actual notice of the offer, have the option to purchase all of the Initiating Party's Shareholder Interest at the price and on the terms set out in this Article 9, failing which the Initiating Party may apply to a Superior Court of the Province of Alberta for an order winding up the Corporation in accordance with the applicable laws then in effect. ARTICLE 10 - BUY-SELL PROVISION 10.01 Offer to Sell At any time after the one (1) year anniversary of this Agreement any Shareholder (in this Article referred to as the "Initiating Party") may, in the manner contemplated by this Article 10, offer to sell all of the Initiating Party's Shareholder Interest on terms and conditions and at a price specified in a written offer (in this Article referred to as the "Buy-Sell Offer") to be sent to the other Shareholders (in this Article referred to as the "Remaining Parties"). The Buy-Sell Offer shall state: (a) the total price in Canadian Dollars at which the Shareholder Interest is offered; (b) the price per Share for the Shares included in the Shareholder Interest; (c) the amount of any Shareholder Advances included in the Shareholder Interest and whether they are included in the price at par or at a discount; (d) the terms of payment required, which terms shall, in the case of any deferred payments, be expressed as a percentage of the price offered; (e) a time period (in this Article referred to as the "Acceptance Period") within which the Buy-Sell Offer may be accepted, which period for each Remaining Party shall not be less

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than thirty (30) days from the date of giving of notice of the Buy-Sell Offer to that Remaining Party; (f) and the fact that the Buy-Sell Offer is made pursuant to this Article 10. A Buy-Sell Offer shall be irrevocable and open for acceptance for the Acceptance Period. 10.02 Acceptance If any Remaining Party desires to purchase the Shareholder Interest offered by the Buy-Sell Offer or a portion thereof, such party must give to the Initiating Party written notice of acceptance within the Acceptance Period specifying what portion of the Shareholder Interest that such Remaining Party desires to purchase. If the acceptance notices from any or all of the Remaining Parties demonstrate alone or when combined an intention to acquire at least all of the Shareholder Interest offered in the Buy-Sell Offer the Remaining Party or Parties who have accepted the Buy-Sell Offer shall be bound to purchase the Shareholder Interest and in the case of the acceptance notices indicating an intention when combined to acquire more than all of the Shareholder Interest offered in the Buy-Sell Offer, the Shareholder Interest offered shall be apportioned among the Remaining Parties who have delivered acceptance notices based on their respective holdings of Shares. In no event shall any Remaining Party be bound to purchase any greater proportion of the Shareholder Interest than is specified in the acceptance notice of such party. 10.03 Sale by Remaining Parties If the acceptance notices from any or all of the Remaining Parties do not demonstrate alone or when combined an intention to acquire all of the Shareholder Interest offered in the Buy-Sell Offer, the Remaining Parties shall be bound to sell and the Initiating Party will be bound to purchase all of the Remaining Parties' Shareholder Interests at a price calculated at the same price per Share as was specified in the Buy-Sell Offer with the price of any Shareholder Advances forming part thereof to be at par or if discounted in the Buy-Sell Offer, at the discount rate provided therein. ARTICLE 11 - ADDITIONAL TERMS OF SALE 11.01 Closing Date Any transaction arising out of Articles 8, 9, or 10 hereof shall be closed at the office of the solicitors for the Corporation on such date (in this Article referred to as the "Closing Date") as shall be agreed between the Selling Party (as hereinafter defined) and the Purchasing Party (as hereinafter defined) and, in default of agreement: (a) with respect to a transaction pursuant to Article 8, on the sixtieth (60th) day following the provision of notice under Article 8.01 or 8.03; (b) with respect to a transaction pursuant to Article 9, on the ninety (90th) day following the determination of the value of the applicable Shareholder Interest pursuant to the provisions of this Agreement;

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(c) with respect to a transaction pursuant to Article 10, on the thirtieth (30) day following the last day of the Acceptance Period as defined in Article 10. 11.02 Adjustments to Purchase Price At closing there shall be deducted from the purchase price any distributions or payments to the Selling Party or for his benefit made: (a) with respect to a transaction pursuant to Article 8, after the date on which notice under Article 8.01 or 8.03 was been given; (b) with respect to a transaction pursuant to Article 9, after the effective date of the valuation of the Shareholder Interest purchased; (c) with respect to a transaction pursuant to Article 10, after the date on which the Buy-Sell Offer is made; which have the effect of detracting from the value thereof and which were not taken into consideration in the evaluation process for fixing the purchase price or considering the purchase price offered. 11.03 Terms Applicable to All Sales Whenever a sale of a Shareholder Interest or portion thereof occurs pursuant to the provisions of Articles 8, 9, or 10 hereof, the following terms and conditions shall apply to such sale: (a) the party selling the Shareholder Interest (in this Article referred to as the "Selling Party") shall covenant with and warrant and represent to each of the parties purchasing the Shareholder Interest (in this Article referred to as the "Purchasing Party") as follows:

(i) That as of the Closing Date, the Selling Party will be the sole beneficial owner of the Shareholder Interest and hold a good and marketable title thereto, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances and other claims whatsoever (excepting those securing obligations of the Corporation) and that the Selling Party is entitled to transfer the Shareholder Interest in accordance with the terms of this Agreement without restrictions; and (ii) all necessary steps and proceedings shall be taken to permit the Shareholder Interest to be duly and regularly transferred to the Purchasing Party or its nominee;

(b) there shall be delivered at the Closing Date to the Purchasing Party by the Selling Party:

(i) a complete release by the Selling Party and its nominee Director or Officer of all claims against the Corporation except claims for indemnification with respect to liabilities incurred in the ordinary course by such Selling Party or nominee acting as Director or Officer;

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(ii) a release by the Selling Party of all claims against the Purchasing Party arising out of or with respect to the Shareholder Interest of the Selling Party except with respect to the terms incidental to the purchase and sale of that Shareholder Interest; (iii) the resignation as Director and Officer by the Selling Party or its nominee holding office with the Corporation; (iv) the share certificates representing the Shares comprised in the Shareholder Interest included in the purchase with the transfers thereon duly endorsed in favour of the Purchasing Party; and (v) an assignment by the Selling Party to the Purchasing Party of the Shareholder Advances forming part of the Shareholder Interest purchased.

11.04 Terms Applying to Certain Sales In the event of a purchase of all or a portion of a Shareholder Interest pursuant to Articles 8 or 10, or pursuant to an option which has been exercised as a result of a Disposition by the Selling Party pursuant to Article 9.01(a)(i), (ii) or 9.01(b)(i), the Purchasing Party shall use reasonable efforts to obtain the release of the Initiating Party and its shareholders, if applicable, from any Guarantee Agreement failing which each of the Purchasing Parties shall, jointly and severally, covenant and agree, in proportion to the portion of the Shareholder Interest purchased by them, to indemnify and save harmless the Selling Party and his or its representatives and successors from and against all claims, liabilities, costs, charges and expenses, including legal fees on a solicitor/client basis sustained or incurred by the Selling Party after the Closing Date and in any way arising out of any Guarantee Agreement from which the Selling Party and its shareholders, if applicable, have not been released. 11.05 Additional Terms - Sale to Outside Party A sale or transfer of a Shareholder Interest or portion thereof to a person or corporation not already a Shareholder shall not be effective and the Selling Party shall not be released from his obligations under this Agreement until the Purchasing Party acknowledges that it is bound by the terms of this Agreement by executing a counterpart of this Agreement and delivering an original of such counterpart to each of the parties hereto. 11.06 Additional Terms – Death of Principal of Shareholder Notwithstanding the foregoing, in the event of the death of a Principal of a Corporate Shareholder, the following terms shall apply: The closing of the purchase and sale pursuant to section 9 shall occur at the business offices of the Corporation at 10:00 in the forenoon one month following the last of the following events:

a) determination of the sale price;

b) determination of some person's authority to act as the Deceased's Legal Representative;

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c) receipt by the Corporation of any insurance proceeds to which it is entitled as a result of the death of the Deceased;

d) one week following delivery by the Corporation of the exercise notice referred

to in section 9; or at such other time and place as may be mutually agreed among the Parties. The Deceased's Legal Representative shall deliver to the Solicitors evidence of his authority to act as representative of the Deceased in the form of a certified or notarial copy of a Grant of Probate, of Administration, or of an equivalent representation order, if any, or failing that a notarial copy of the Deceased's Will naming such person as the Deceased's executor, or failing that, such evidence as the Solicitors shall consider acceptable. In the event that the Deceased died intestate and a Grant of Administration has not been made, such evidence might take the form of a written undertaking from such person that he intends to apply for a Grant of Administration of the Deceased's estate and written consents of the persons beneficially interested in the Deceased's estate to the appointment of such person as administrator. The Deceased’s Legal Representative shall deliver to the Solicitors:

a) the certificates for the Deceased's Shares endorsed in blank for transfer;

b) an assignment in blank of the Deceased's Deferred Loan; and

c) such reasonable evidence as the Corporation may require that the Deceased's Shares and Deferred Loan, if any, are free and clear of all encumbrances.

The Corporation shall pay the sale price to the Legal Representative as follows against receipt from the solicitors of a transfer and assignment of the Deceased's Interest: At closing an amount shall be paid equal to the greatest of:

a) the amount of tax under the Act required to be paid by the Deceased as a consequence of the deemed disposition immediately before death of the Deceased's Interest or (in the case of the death of a deceased Principal) of the Deceased's interest in its Related Shareholder, as the case may be, to a maximum of the sale price for the portion of the Deceased’s Interest being purchased by the Corporation;

b) the amount of any life insurance proceeds received by the Corporation as a

result of the death of the Deceased, to a maximum of the amount of the sale price for the portion of the Deceased's Interest being purchased by the Corporation; and

c) 20% of such sale price.

The balance, if any, shall be paid in four equal annual installments, one on each of the first four anniversary dates of the closing, shall be secured by a promissory note, and shall bear no

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interest. If any installment shall be in arrears for more than 30 days then the entire unpaid balance shall, at the option of the payee, immediately become due and payable. The Corporation and the Surviving Shareholders shall use their best efforts to cause the Deceased and his estate to be released from any and all Collateral Security given by a Deceased to any person for repayment of monies owing by the Corporation or performance by the Corporation of any of its obligations. In the event it should prove impossible for the Corporation and the Surviving Shareholders to cause the Deceased to be so released, then the Corporation and the Surviving Shareholders shall be deemed to have agreed in writing to indemnify and save harmless the Deceased's estate from and against any loss which the Deceased's estate may sustain by reason of any and all Collateral Security given by the Deceased to any person for the repayment of any monies owing by the Corporation or the performance by the Corporation of any of its obligations. Such indemnity shall be limited, in the case of the Surviving Shareholders, to the percentage of the Shares that such Surviving Shareholder would own after giving effect to the purchases of the Deceased's Interest contemplated by this Article. On or before the closing, the Deceased’s Legal Representative shall deliver to the Solicitors:

a) evidence of his authority to act as representative of the Deceased in the form of a certified or notarial copy of a Grant of Probate, of Administration, or of an equivalent representation order, if any, or failing that a notarial copy of the Deceased’s Will naming such person as the Deceased’s executor, or failing that, such evidence as the Solicitors shall consider acceptable. In the event that the Deceased died intestate and a Grant of Administration has not been made, such evidence might take the form of a written undertaking from such person that he intends to apply for a Grant of Administration of the Deceased’s estate and written consents of the persons beneficially interested in the Deceased’s estate to the appointment of such person as administrator;

b) the certificates for any of the Deceased’s Shares being sold to the Surviving

Shareholders, endorsed in blank for transfer;

c) an assignment in blank of any portion of the Deceased’s Deferred Loan being sold to the Surviving Shareholders;

d) such reasonable evidence as the Surviving Shareholders may require that such

portion of the Deceased’s Shares and Deferred Loan, if any, are free and clear of all encumbrances;

At closing an amount shall be paid equal to the greatest of:

a) the amount of tax under the Act required to be paid by the Deceased as a consequence of the deemed disposition on death of the Deceased’s Interest or (in the case of the death of a deceased Principal) of the Deceased’s interest in its Related Shareholder, as the case may be, to a maximum of the sale price for the Remaining Portion being purchased by the Surviving Shareholders;

b) and 20% of such sale price.

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The balance, if any, shall be paid in four equal annual installments, one on each of the first four anniversary dates of the closing, and shall not bear interest. The Surviving Shareholders may prepay the whole or any portion of the balance owing without notice, bonus or penalty, provided that any partial prepayment shall apply on installments falling due in the reverse order of their maturity. If any installment shall be in arrears for more than 30 days then the entire unpaid balance shall, at the option of the payee, immediately become due and payable. ARTICLE 12 - ARBITRATION 12.01 Application Any arbitration required or permitted to be conducted pursuant to this Agreement shall be conducted in the manner set forth in this Article 12. 12.02 Initiation The party initiating the arbitration may institute the proceedings by delivering to the other Shareholders (and where otherwise provided in this Agreement, to the Corporation) a notice (in this Article referred to as the "Arbitration Notice") containing the name of the person proposed as arbitrator and his address and calling and a copy of the proposed arbitrator's consent to accept the appointment. If the Shareholders receiving the Arbitration Notice do not agree with the arbitrator proposed and fail to propose to the party initiating the arbitration an acceptable alternate, a single arbitrator may be appointed by a Judge of the Superior Court of the Province of Alberta on the application of any party hereto on notice to the others. 12.03 Scope The arbitrator shall determine the issues of fact falling for determination by the arbitration proceedings, including any necessary interpretation of provisions of this Agreement. The arbitrator shall be the master of his own procedure and the decision of the arbitrator with regard to any matter properly before him shall be final and binding upon the parties hereto whether they have entered into the arbitration or not. 12.04 Costs Any costs arising out of arbitration proceedings hereunder shall be apportioned in the manner decided by the arbitrator. 12.05 No Appeal The parties hereto covenant that they will not apply nor will they have any right to apply by any means to any court to challenge any decision of the arbitrator on a matter properly before the arbitrator. ARTICLE 13 - GENERAL 13.01 Amendments This Agreement may be altered or amended in any of its provisions when any such changes are reduced to writing and signed by all the parties hereto but not otherwise.

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13.02 Undertakings The parties here to undertake and agree to execute and deliver such further and other documents and assurances as may be necessary to give effect to all of the terms and conditions of this Agreement. 13.03 Enurement This Agreement shall be binding upon and shall enure to the benefit of each party hereto as well as the heirs, executors, administrators, successors and permitted assigns of such party. 13.04 Notice All notices, requests or demands to or upon the parties hereto shall be in writing and delivered or sent by registered mail postage prepaid, by delivery, by telex, by telegram or by facsimile transmission addressed, to the Corporation, to the address of the president of the Corporation for the time being, with a concurrent copy to the registered office of the Corporation, and if to the Shareholders, to the addresses set out at the beginning of this Agreement, or to such other address as may be specified by one of the parties hereto to the other in a notice given in the manner herein provided. Any such notice, request or demand sent as aforesaid shall be deemed to have been received by the party to whom it is sent on the third business day following the mailing thereof if sent by registered mail, on the day of delivery, if delivered, and on the business day following the transmittal thereof, if sent by telex, telegram or facsimile transmission; provided, however, that in the event normal mail service, telex service, telegraph service or facsimile service shall be interrupted by strike, slowdown, force majeure or other cause, then the parties sending the notice, request or demand, shall take whatever steps are necessary to ensure prompt receipt of such notice, request or demand by the other parties. 13.05 Merger In the event of a sale of Shares by a Shareholder to another Shareholder the provisions of this Agreement shall not merge with but shall survive the closing of that sale. 13.06 Execution in Counterparts This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall each constitute the one and same instrument, and notwithstanding their date of execution shall be deemed to bear date as of the day and year first above written. 13.07 Time Time shall be of the essence of this Agreement. 13.08 Non-Waiver

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No provision of this Agreement shall be deemed to be waived unless such waiver is in writing. Any waiver of any default committed by any of the parties hereto in the observance of the performance of any part of this Agreement shall not extend to or be taken in any manner to affect any other default. 13.09 Signatures All signatures on this agreement (or any other related document between the parties) may be signed or executed in separate counterparts and the signing or execution of this counterpart shall have the same effect as the signing or execution of an original. Counterpart execution pages delivered via facsimile or email or similar electronic means shall be as binding as an originally executed copy. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the agreement. 13.10 Duration of Agreement This Agreement shall continue in full force and effect until terminated by agreement amongst the Shareholders. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written. CLEARVIEW CYPRUS HOLDINGS INC. Per:___________________________ A.J. SLIVINSKI Per:___________________________ MARY JO SLIVINSKI ________________________________ Per:___________________________

_________________________________ Per:___________________________

_________________________________ Per:___________________________

SCHEDULE A

THE COMMITTEE AND THE FINANCIAL MANAGER 1.01 Committee and Financial Manager

(a) The Directors hereby create a committee ("Committee") charged by the Directors with the management and operation of the Corporation and the Property. The Committee and the Directors are responsible in every way for the Corporation, the Property and all related agreements and commitments.

(b) The Committee hereby creates three positions: - (a) Financial Manager ; (b)

Operations Manager and (c) Property Manager who will conduct the day-to-day affairs of the Property and the Corporation. The Managers may be, in the discretion of the Committee:

(i) a person; or (ii) a corporation.

1.02 Details and Duties of the Committee

(a) Each Director shall appoint one representative ("Representative") to the Committee which Representative may be the Director himself or any other Director or any other person of his choosing. In addition, each Director shall have the right to appoint, in writing, one or more Alternates to serve in the event the Representative is absent or unable to serve. Until such appointment has been revoked by written notice to the Committee, any decision made by any such Representative or Alternate at a Committee meeting shall be binding upon his Director. Appointments or replacements of Representatives or Alternates shall be made in writing to the Committee.

(b) Directors, Representatives or Alternates ("Members") may invite outside advisors

to meetings, none of whom shall be entitled to remuneration from the Corporation for their services to or on the Committee. The Financial Manager (also a "Member") may invite outside advisors to attend meetings and such advisors shall be entitled to remuneration from the Corporation, subject to approval by the Committee.

(c) Meetings of the Committee shall be held at the request of any Member upon at

least six business days' notice unless the Directors waive such notice in writing. Any such notice of meeting shall include an agenda of the business to be introduced together with relevant background materials. A quorum for any meeting shall consist of one Representative or Alternate from each Director who shall be present in person, by telephone or other approved form of communication throughout the meeting. The Members present shall represent and vote their respective Director's Interest. The Financial Manager shall keep minutes of all meetings.

(d) A majority ("Majority") decision of the Committee representing more than fifty

percent (50%) of the non-voting shares ("Resolution") shall be binding upon the

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Directors. Any agreement in writing signed by a Majority of Directors or their Representatives (also referred to in this Agreement as a "Resolution") shall be valid as if such agreement had been passed at a Committee meeting.

(e) Without in any way diminishing the ultimate responsibility of the Committee and

the Directors, the Committee may delegate duties to the Financial Manager or to any other party by Resolution. The Committee hereby delegates to the Financial Manager the duties of the Financial Manager itemized in this Agreement. The Committee may from time to time delegate other duties to the Financial Manager or cancel or amend previously delegated duties in any way the Committee deems appropriate. It is hereby acknowledged by all Parties that the Committee retains to itself and does not by this Agreement delegate to the Financial Manager the following duties:

(i) appointment of Financial Manager; (ii) approval of all reports, budgets and financial statements presented to it by

the Financial Manager, property manager, auditor or other party; (iii) reporting to Directors. (iv) approving or disapproving any conveyance, sale, transfer, assignment or

other disposition of the Property; (v) approving or disapproving capital improvements to the Property in excess

of one percent (1%) of the purchase price of the Property; (vi) any matters not in the ordinary course of business.

(f) Guidelines for approved levels of operational expenditures

• Any action involving an expenditure(s), any of which are in a sum less then TEN THOUSAND ---00/100 DOLLARS SHALL NOT require any consent of the Directors.

• Any action involving an expenditure(s), any of which are in a sum equal to or greater than TEN THOUSAND ----00/100 DOLLARS shall require the majority consent of the Directors

• Any action involving an expenditure(s), any of which are in a sum equal to or greater than TWENTY THOUSAND --- 00/100 DOLLARS shall require the unanimous consent of the Directors.

(g) It is hereby acknowledged by all Parties that the Committee retains to itself and

does not by this Agreement delegate to the Operations Manager the following duties:

(i) appointment of Operations Manager; (ii) decision making authorities otherwise provided in this Agreement. (iii) approval of all reports, budgets and financial statements presented by the

Operations Manager, property manager, auditor or other party; (iv) approving or disapproving capital improvements to the Property in excess

of one percent (1%) of the purchase price of the Property; (v) reporting to Directors. (vi) any matters not in the ordinary course of business.

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(h) It is hereby acknowledged by all Parties that the Committee retains to itself and does not by this Agreement delegate to the Property Manager the following duties:

(i) appointment of Property Manager; (ii) decision making authority otherwise provided for in this Agreement (iii) approval of all reports, property management financial statements presented

by the Property Manager, auditor or other party; (iv) reporting to Directors. (v) any matters not in the ordinary course of business.

1.03A Duties of Financial Manager

The acts of the Financial Manager shall bind the Directors and the Corporation when such acts are within the Financial Manager's authority. In addition to the duties delegated to the Financial Manager elsewhere in this Agreement and from time to time by Resolution of the Committee, the Financial Manager is hereby delegated the following duties:

(a) The Financial Manager shall report to and take direction and instructions from the

Committee and shall serve at the pleasure of the Committee. (b) The Financial Manager shall conduct the day-to-day financial business of the

Corporation including negotiating mortgage replacement or re-financing. (c) The Financial Manager shall appoint, supervise and if necessary replace a

property manager, operations manager, leasing agent and any other professional support person or firm the Financial Manager deems appropriate for the proper operation and management of the Property and the Corporation.

(d) The Financial Manager shall be an Alternate on the Committee for each Director

and each Director hereby irrevocably appoints the Financial Manager to be his Alternate on the Committee. The Financial Manager shall assume the role of Alternate for an Director at any Committee meeting or part thereof in which the Representative or any Alternate otherwise designated by the Director is not in attendance in person or by telephone.

(e) The Financial Manager, on behalf of the Committee, shall be the recipient of

notices intended for the Committee. The Financial Manager's address shall be the address for notice of the Committee. Notices intended for the Committee do not include Notices intended for Members of the Committee.

(g) The Financial Manager shall approve or disapprove entry, on behalf of the

Corporation, into transactions, agreements, contracts or other arrangements, unless the Committee has otherwise expressly approved or disapproved such transactions, agreements, contracts or other arrangements.

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(h) The Financial Manager shall report in writing to the Committee not less frequently than annually with respect to the operation and management of the Corporation and the Property.

(i) The Financial Manager shall sign all cheques, contracts or other documents,

which require signature of the Corporation in the ordinary course of business, save and except those delegated to the Operations Manager as described in Duties of Operations Manager.

(j) Except where specifically provided to the contrary in this Agreement or in the

Resolutions of the Committee, the Financial Manager shall perform those duties deemed appropriate by the Financial Manager for the proper management and operation of the Corporation and the Property.

1.03B Duties of Operations Manager

The acts of the Operations Manager shall bind the Directors and the Corporation when such acts are within the Operations Manager's authority. In addition to the duties delegated to the Operations Manager elsewhere in this Agreement and from time to time by Resolution of the Committee, the Operations Manager is hereby delegated the following duties:

(a) shall report to and take direction and instructions from the Financial Manager and

shall serve at the pleasure of the Financial Manager. (b) shall conduct the day-to-day business of the Corporation. (c) with the consent of the Financial Manager, shall appoint, supervise and if

necessary replace a property manager, leasing agent and any other professional support person or firm the Operations Manager deems appropriate for the proper operation and management of the Property and the Corporation.

(d) shall oversee and supervise the acts and duties of the appointed Property

Manager. (e) shall inspect the tenanted units periodically (every 12 months) with or without the

Property Manager to ensure the tenanted units are being taken care by the tenants. Should any problems arises from those inspections, a meeting shall be called among the Directors to discuss the remedy methods.

(f) shall arrange, at the expense of the Corporation, all appropriate and necessary

insurance, repairs and maintenance. All costs of day to day repairs and maintenance, except for those items delegated to the property manager and within the limits imposed on the property manager, shall be sent to the Financial Manager for payment with proper invoices. Any such expenses need to be paid in advance by the Operations Manager will be reimbursed by the Financial Manager upon receipt of the invoice. (Facsimile followed by actual invoice)

(g) has the authority to sign cheques for unexpected repairs and maintenance of the

property out of the staying fund held in trust with the Operations Manager. If the

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staying fund is never used, the Operations Manager will return the said fund back to the Corporation. If the staying fund is used, the Operations Manager on periodical basis (monthly) report to the Financial Manager of the spending on the Staying Fund Account.

(i) from time to time, shall prepare plans and operating budgets together with the

Financial Manager, which shall include projections for anticipated advisable repairs, revenue, expense and residual monthly cash balances. The Operating Plans and updates thereto shall be submitted to the Committee for review and approval. If after approval thereof, the Operations manager learns of any material event or circumstance which could lead to a variance of more that fifteen (15) percent in either the bi-annual revenues, the bi-annual expenses, then the Operations Manager shall notify the Committee and consult as to desired changes in the course of actions.

(j) shall be the main contact for the Property Manager and ensure that the Property

Manager report not less frequently than monthly with respect to the Property Management of the Corporation and the Property,

(k) shall arrange, at the expense of the Corporation, all appropriate renovation and

cleaning. All costs of the renovation and cleaning shall be sent to the Operations Manager for payment with proper invoices. Any such expenses or deposits need to be paid in advance by the Operations Manager will be reimbursed by the Financial Manager upon receipt of the invoice (Facsimile followed by actual invoice)

1.03C Duties of Property Manager

The acts of the Property Manager shall bind the Directors and the Corporation when such acts are within the Property Manager's authority. In addition to the duties delegated to the Property Manager elsewhere in this Agreement and from time to time by Resolution of the Committee, the Property Manager is hereby delegated the following duties:

(a) shall report to and take direction and instructions from the Finance and/or

Operations Manager and shall serve at the pleasure of the Finance and or Operations Manager.

(b) shall conduct the day-to-day property management business of the Corporation. (c) Shall deal with the tenants and finalize any lease or tenancy arrangements. (d) Shall ensure the enforcement of lease obligations of tenants. (e) Shall ensure that rents are collected monthly on time. (f) Shall strive to ensure that all suites are fully tenanted and rents optimally priced at

all times.

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(g) Shall provide periodical property inspection of the tenanted units and advise the Committee of any problems arising from the inspection.

(h) Shall perform thorough cleaning, at the expense of the Corporation, between

Tenancies. (i) Shall perform other acts and duties and responsibilities as would a prudent owner. (j) Shall maintain ongoing contact with the Operations Manager and consult with the

Operations Manager with respect to the duties outlined herein. (k) Shall report in writing to the Operations Manager not less frequently than

monthly with respect to the property management of the Corporation and Property, provided that any material changes or events in the operation of the Corporation shall be reported immediately.

In the event that the Property Manager is a 3rd party, a contract shall be signed between the Property Management Company and the Operations Manager and all the duties of Property Manager shall be in the contract. Remuneration to the 3rd party Property Manager shall be a percentage as agreed between the Property Management Company and the Operations Manager. Rent after all expenses (such as repairs and maintenance, cleaning etc.) incurred shall be delivered to the Operations Manager or deposited to a pre-arranged bank account setup by the Operations Manager on time as stipulated in the contract. The 3rd party Property Manager is authorized to make expenditures only within the scope and detail of his contract.

1.04 Remuneration of the Financial Manager

(a) In consideration of management services rendered by the Financial Manager to the Corporation, the Corporation shall pay to the Financial Manager annually a fee ("Asset Management Fee") equal to Nil of the gross rental income, interest income and other operating income of the Corporation for each fiscal year. The Management Fee shall be payable no later than the date on which the Financial Statement is complete and provided to the parties.

(b) The Financial Manager shall be reimbursed for reasonable out-of-pocket

expenses (“Asset Administration Fee”) incurred in the normal course of his duties at a rate of 1.5% of Gross Rental Income to cover the following expenses :

(i) travel expenses to and from the property (ii) office administrative services (iii) professional memberships/dues/charges

1.05 Duties of Directors

Directors shall devote such time to the Corporation as is reasonably necessary or as is reasonable requested by the Financial Manager from time to time in order to carry out the provisions of this Agreement.

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1.06 Directors May Not Do Business with the Corporation Directors shall not do Business with the Corporation. 1.07 Financial Manager Will do Business with the Corporation

The Financial Manager hereby gives notice to the Committee, and the Committee hereby acknowledges receipt of, and agrees by Resolution with such notice, that the Financial Manager intends to use Related Suppliers to execute some of his duties including but not limited to:

(a) bookkeeping, accounting and tax planning services; (b) director relations; and (c) property management and property management supervision services; and (d) marketing services.

All such use of Related Suppliers and payments for such services shall be clearly disclosed and detailed to the Committee, upon written request by any Member. All such expenses shall be reasonable.

ARTICLE II: FINANCING THE CORPORATION 2.01 Initial Shareholders Loans

Contemporaneously with the execution hereof, each of the Shareholders shall make initial cash contributions ("Initial Financial Contributions") to the Corporation as set out in Schedule “I” sufficient in total to satisfy the sum of:

(a) the down payment and closing costs to buy the Property (may include share

subscription for ______ Ltd.); (b) an acquisition management fee equal to zero percent (0 %) of the purchase price

of the Property payable on closing by Shareholders to the Corporation; (c) and a reserve deemed sufficient by the Committee to be held by the Corporation

and used as deemed necessary by the Committee. 2.02 Additional Financial Contributions

It is the intention of the Shareholders that all initial cash requirements of the Corporation be satisfied through the Initial Financial Contributions. To the extent that the Corporation requires funds in addition to the Initial Financial Contributions, either initially or later, the Shareholders hereby agree to make such additional cash contributions ("Additional Financial Contributions") as are specified by the Financial

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Manager in the same percentages as their Interests in order to enable the Corporation to carry out the Purpose of this Agreement.

(a) Notice by the Financial Manager to the Shareholders requesting Additional

Financial Contributions ("Cash Call") can be overruled by Resolution of the Committee.

(b) Each Shareholders shall have thirty (30) days ("Date of First Default") from the

date of the Cash Call ("Date of Cash Call") by the Financial Manager to contribute the Additional Financial Contributions. The Financial Manager shall be the judge to decide whether additional cash or co-operation ("Co-operation") is required. Co-operation, without limiting the generality of its common dictionary meaning requires Shareholders to do any and all things that the Financial Manager, in its discretion, deems necessary for the operation of the Corporation.

(c) If any Shareholder ("Defaulting Shareholder") fails to co-operate or to meet a

Cash Call by the Date of First Default, then the other Shareholders ("Contributing Shareholders") shall forthwith have the right to advance the Additional Financial Contributions on behalf of the Defaulting Shareholder.

(d) If the cash offered by the other Shareholders is more than the Cash Call, then the

Financial Manager shall decide on the amounts that each Contributing Shareholder shall be allowed to contribute.

(e) If insufficient funds (the difference being the "Cash Call Shortfall") are offered

by the Shareholders, the Financial Manager is hereby authorized by the Shareholders to forthwith take any or all of the following actions:

(i) seek and allow an outside party (also called a "Contributing Shareholder")

to contribute the Cash Call Shortfall, or any part thereof. If such outside party, through his actions as Contributing Shareholder, assumes or is entitled to assume an Interest in the Property or the Corporation, then such party, as a prerequisite to assuming such Interest, shall execute this Agreement and all such other documents as may be reasonably requested by the Financial Manager.

(ii) seek and commit to loans, for which the Defaulting Shareholder is to be held responsible;

(iii) take whatever other steps it deems necessary.

(f) The Contributing Shareholders shall have a lien or charge on the Interest of the Defaulting Shareholder. If the Defaulting Shareholder shall remain in default ("Default") in Co-operation or payment of monies for a period of sixty (60) days ("Date of Second Default") from the Date of Cash Call, then the Interest of the Defaulting Shareholder shall be dealt with as specified in Section 2.03.

(g) Each Shareholder agrees to indemnify and hold harmless the other Shareholders

from all costs, expenses and damages incurred by the other Shareholders as a result of the failure of any Shareholder to satisfy a Cash Call or Co-operation.

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(h) For an Shareholder to meet a Cash Call after the Date of First Default and before the Date of Second Default, that Shareholder must pay to the Corporation or, if there is a Contributing Shareholder, to that Contributing Shareholder, the amount of the Cash Call plus interest at the rate of Scotia Bank prime plus five percentage points with interest calculated from the date of first default. Scotia Bank prime means the variable interest rate declared from time to time to be the Scotia Bank prime rate for Canadian dollar loans made by Scotia Bank in Canada.

(i) If and when the failure to meet a Cash Call is remedied in full as specified in this

Section, the Defaulting Shareholder shall be forthwith reinstated in full and any liens or charges shall be discharged at the expense of the Defaulting Shareholder.

2.03 Default on Cash Call or Co-operation

(a) In the case of Default, the Contributing Shareholder, in his sole discretion, shall opt for a cash settlement ("Cash Settlement") as defined in this Article by notifying the Committee and the Defaulting Shareholder of his decision within thirty (30) days of the date of second default. If the Contributing Shareholder fails to make such notification in the prescribed time allotted, the Committee is hereby irrevocably authorized to make the decision on the Contributing Shareholder's behalf.

(b) The Defaulting Shareholder specifically, absolutely and irrevocably authorizes,

constitutes and appoints the Contributing Shareholder as his lawful agent and attorney to do or cause to be done all acts or things, and to execute and deliver all documentation necessary or desirable in order to give effect to the provisions of this Section.

2.04 Cash Settlement In the Cash Settlement option, the Defaulting Shareholder shall pay to the Contributing Shareholder the sum of:

(a) the Defaulting Shareholder's share of the Cash Call; (b) a fee for arranging the required cash (the "Arranging Fee")

calculated as 20% of the Defaulting Shareholder's share of the Cash Call and deemed to have been incurred on the date that the Defaulting Shareholder's share of the Cash Call was met by the Contributing Shareholder;

(c) interest on any outstanding portion of the Cash Call and Arranging

Fee calculated at Scotia Bank Prime plus five percentage points calculated and payable monthly from the date the Cash Call was met by Contributing Shareholder; and

(d) interest on outstanding interest at the said rate

where all monies in addition to the Cash Call are liquidated damages and not a penalty.

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ARTICLE II: ACCOUNTING

3.01 Books

At all times during the term hereof, the Committee shall cause accurate books and records of account to be maintained in which shall be entered all matters relating to the Corporation, including all income, expenditures, assets, and liabilities.

3.02 Annual Financial Statements

The Committee shall cause to be prepared annual financial statements ("Financial Statements") including a balance sheet and income statement, on an accrual basis, within ninety (90) days of the fiscal year end, suitable for the preparation of Directors' Canadian Income Tax Returns.

3.03 Location and Rights of Inspection

The Corporation's books and records of account shall be kept at all times at the place or places selected by the Committee. Any Director or his authorized representative shall have the right ("Right of Inspection") to inspect, examine and copy the books, records, files, securities and other documents of the Corporation at reasonable times at his own expense.

3.04 Special Tax Requirements

If an Director requires information for his Canadian or foreign Income Tax Return which is not part of the Financial Statements accepted by the Committee, such Director or his authorized representative shall have the Right of Inspection at his own expense.

3.05 Fiscal Year

The Committee shall determine the fiscal year of the Corporation.

3.06 Bank Accounts

Funds of the Corporation shall be kept in an account or accounts chosen by the Committee. The Financial Manager shall have signing authority for such accounts.

3.07 Budgets

It shall be the responsibility of the Committee to cause to be prepared ten (10) days prior to the commencement of each fiscal year the following two budgets pertaining to the coming fiscal year for the Property:

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(a) an operating budget; and (b) a capital budget; and

(c) a cash flow budget

Upon acceptance of such budgets by the Committee, the Committee shall deliver said budgets to the Directors.

3.08 Allocations and Distributions

After allowing for reserves as deemed prudent by the Committee for operating losses, capital improvements and working capital, cash available for distribution shall be distributed at such time or times chosen by the Committee:

(a) if it is rental income surpluses, pro-rata on Investor Percentage

Participation; and (b) if it is capital appreciation surpluses realized through sale or

increased mortgaging, in the following order:

1st: Initial Financial Contributions shall be repaid. 2nd: Additional Financial Contributions shall be repaid. 3rd: The balance shall be distributed pro-rata.

.

SCHEDULE “I” – INITIAL FINANCIAL CONTRIBUTIONS The initial cash contributions and ownership percentages to be made to the Corporation by each of the Shareholders are as follows:

Shareholder Amount of Contribution - % of Ownership