VOTING AGREEMENT

This VOTING AGREEMENT, dated as of this 17 th day of July, 2009 (“ Agreement ”), is entered into by and among Top Favour Limited, a company organized under the laws of British Virgin Islands (“ Top Favour ”), and each of the other persons whose signature appears under the caption “Shareholders” on the signature page hereof.  Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Exchange Agreement as defined below.

WHEREAS, as of the date hereof, each Shareholder owns beneficially of record or has the power to vote, or direct the vote of, shares of common stock, par value U.S. $.001 per share (“ Common Stock ”) of Ableauctions.com Inc. (“the Company”), as set forth opposite such Shareholder’s name on the signature page hereto (all such shares of Common Stock and any shares of which ownership of record or the power to vote is hereafter acquired by the Shareholders, whether by purchase, conversion or exercise, prior to the termination of this Agreement being referred to herein as the “ Shares ”) and has shares of Common Stock underlying convertible notes and exerciseable warrants also as set forth in the signature page;

WHEREAS, upon the conversion of a certain promissory note (“ Note ”), the Shareholders will hold at least 49% of the outstanding shares of Common Stock;

WHEREAS, Top Favour, Top Favour’s shareholders, the Company and the Shareholders have entered into a Share Exchange Agreement, dated as of this date (the “ Exchange Agreement ”) which provides, upon the terms and subject to the conditions thereof, for the acquisition of all outstanding shares of Top Favour equity securities in exchange for newly-issued shares of Common Stock such that following the transaction, Top Favour equity holders shall hold 97% of the then outstanding Common Stock on a fully-diluted basis and provides for other actions as set forth therein (“ Transaction ”);

WHEREAS, as a condition to the consummation of the Exchange Agreement, Top Favour and its shareholders have requested that the Shareholders agree, and the Shareholders have agreed, to enter into this Agreement pursuant to which they will agree to convert the Note and, if required by this Agreement, to acquire additional shares of Common Stock and to cast their votes at any meeting of the Company’s shareholders in favor of the Transaction;

WHEREAS, the Shareholders are executing this Agreement in order to induce Top Favour and its shareholders to consummate the Transaction;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Exchange Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1.01                            Controlling Ownership .  Within 15 days of the date of this Agreement, the Shareholders shall take all actions necessary, including converting into shares of the Common Stock the principal and accrued interest of a promissory note assigned to them by Bullion Reef Holdings Ltd., such that the Shareholders, together with their affiliates, shall hold at least 49% of the outstanding shares of the Common Stock (“ Controlling Ownership ”).  Until the Transaction is either consummated or terminated, the Shareholders shall maintain Controlling Ownership, provided, however, that the Shareholders are not required to spend more than $400,000 acquiring shares of Common Stock to maintain Controlling Ownership, whether through the exercise of stock options or warrants or in any other manner.  All such acquisitions shall be made subject to federal and state laws.

SECTION 2.01                            Vote in Favor of Transaction .  During the period commencing on the date hereof and terminating on the consummation or termination of the Transaction, each Shareholder, in his or her capacity as a shareholder of the Company (or successor), agrees to vote (or cause to be voted) all Shares directly or indirectly owned by the Shareholder or over which the Shareholder has the beneficial ownership or the right to vote and all Shares which such Shareholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Shareholders of the Company and in any action by written consent of the Shareholders of the Company, if any, in favor of the Transaction and the other matters set forth in the Exchange Agreement.

SECTION 2.02                            Directors .  In the event that Top Favour and its shareholders have satisfied their conditions to the Closing (as defined in the Exchange Agreement), but if any member of the Company’s Board of  Directors other than Abdul Ladha have failed to tender their resignations as a director as contemplated in the Exchange Agreement and/or are unwilling to appoint Top Favour’s designees to the Company Board of Directors as specified in the Exchange Agreement, then, if the Shareholders do not at that date have voting control over at least a majority of the outstanding shares of Common Stock, the Shareholders shall acquire additional shares of Common Stock (referred to in this Section 2.02 as the “Additional Stock”).  The Shareholders shall not be required to spend more than $400,000 in acquiring the Additional Stock, provided, however, that the Shareholders may deduct from the $400,000 the cost of Common Stock required to be purchased to maintain Controlling Ownership under Section 1.01 above.  For example, if the Shareholders spend $50,000 to maintain Controlling Ownership, then they will be required to spend no more than $350,000 to acquire the Additional Stock.  Provided further, that the object of this Section 2.02 is to try to give the Shareholders a majority of the voting power.  Therefore, the Shareholders must purchase only enough Additional Stock to give them a majority of the voting power, but, if the purchase of all of the Additional Stock required to be purchased under this Section 2.02 will not be sufficient to give them a majority of the voting power, then they must purchase all of the Additional Stock.  All such acquisitions shall be made subject to federal and state