EARTH SOURCE ENERGY INC.
-and-
PACIFIC GEO EXCHANGE INC.
-and-
MUELLER FAMILY TRUST
-and-
JADE EAGLE TRUST
-and-
ARIES DEVELOPMENTS LTD.
-and-
LYNN MUELLER
-and
MARK MCCOOEY
-and-
PAUL CALLON
-and-
ESSENTIAL
INNOVATIONS TECHNOLOGY CORP.
ADDENDUM TO THE
SHARE PURCHASE AGREEMENT
<PAGE>
ADDENDUM TO THE SHARE PURCHASE AGREEMENT
THIS ADDENDUM TO THE SHARE PURCHASE AGREEMENT made as of the 8th
day of
February, 2006,
BETWEEN:
Earth Source Energy Inc., a corporation existing under the laws of
the
Province of British Columbia (hereinafter called "ESE")
-and-
Pacific
Geo Exchange Inc., a corporation existing under the laws of the
Province of British Columbia (hereinafter called "PacGeo")
-and-
Lynn Mueller of the Province of British Columbia (hereinafter
called
"Lynn")
-and-
Lynn Mueller, sole trustee of the Mueller Family Trust, a trust
settled
and constituted under the laws of the Province of British
Columbia
(hereinafter called the "Mueller Trust")
-and-
Mark McCooey of the Province of British Columbia (hereinafter
called
"Mark")
-and-
Mark McCooey, sole trustee of the Jade Eagle Trust, a trust settled
and
constituted under the laws of the Province of British Columbia
(hereinafter called the "Jade Eagle Trust")
-and-
Aries Developments Ltd., a corporation existing under the laws of
the
Province of British Columbia (hereinafter called "Aries")
-and-
Paul Callon of the Province of British Columbia (hereinafter
called
"Callon")
-and-
(Mueller Trust, Jade Eagle Trust, and Aries hereinafter
individually
referred to as a or the "Vendor" and collectively referred to as
the
"Vendors")
-and-
(Lynn, and Mark (hereinafter individually referred to as the
"Principal" and collectively referred to as the "Principals")
-and-
Essential Innovations Technology Corp., a corporation existing
under
the laws of the State of Nevada (hereinafter called the
"Purchaser")
WHEREAS:
1.
PacGeo is the owner, of record and beneficially, of 100 Class A
shares
without par value and 100 Class C shares without par value of
ESE;
2. In
aggregate the Vendors and Principals are the owners, of record
and
beneficially, of 1,000,001 Common shares without par value and
1,000
Class B Preferred shares without par value in the capital of PacGeo
and
as a consequence of the foregoing, the Vendors and Principals are
the
direct owners, of record and beneficially, of all of the issued
and
outstanding shares of all classes in the capital of PacGeo;
-1-
<PAGE>
3. The
Vendors, the Principals and Callon have agreed to sell and the
Purchaser has agreed to purchase all of the issued and
outstanding
shares of PacGeo and the Shareholder's Loan (as hereinafter
described)
upon the terms and conditions hereinafter set out;
4. The
Mueller Family Trust, Jade Eagle Trust and Principals have
agreed
to jointly and severally guarantee the obligations of the
Vendors;
5. The
Vendors, the Principals, Callon and the Purchaser entered into
the
Share Purchase Agreement dated February 8, 2006;
6. The
Vendors, the Principals, Callon and the Purchaser wish to amend
that Share Purchase Agreement as set out below; and
7. All
the definitions are the same as in the Share Purchase
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
respective
covenants herein contained and for other good and valuable
consideration, the
receipt and sufficiency of which is acknowledged, the parties
hereto agree as
follows:
1.
Transfer of Titles of Assets
The Vendors, Principals and Callon shall cause such documents to
be
executed so that Mark or Icon Agency Ltd., as the case may be,
shall
transfer title of a 2002 Ford F150 S/C Laria purchased by Icon
Agency
Ltd. under an instalment contract, Ford F 250 Flat deck truck for
pipe
delivery; 2001 Custom Coach Travel Trailer for crew
accommodations,
which owned jointly by PacGeo and Mark as described in Schedule
3.1(u),
which is attached to the Share Purchase Agreement dated February
8,
2006 to the Purchaser free and clear of all charges and
encumbrances to
the Purchaser on the Closing Day.
2.
Share Purchase
The balance of the share Purchase agreement shall remain in full
force
and effect.
3.
Closing
The closing of the transactions contemplated herein shall take
place at
the Time of Closing, on the Closing Date, at the offices of the
Vendors
Solicitors or at such other place as may be agreed to in writing by
the
parties hereto.
4.
Interpretation
All words and personal pronouns relating thereto shall be read
and
construed as the number and gender of the party or parties re
