Shareholders Agreement Non Unanimous

							               UNANIMOUS SHAREHOLDERS’ AGREEMENT
DATED [Date]

                                               AMONG:

                                     [NAME OF CORPORATION]
                                          ("Corporation")

                                                 - and -

                                   [NAME OF SHAREHOLDER #1]
                                       ("SHAREHOLDER 1")

                                                 - and -

                                   [NAME OF SHAREHOLDER #2]
                                       ("SHAREHOLDER 2")

In consideration of the mutual promises set out in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Shareholders and the
Corporation agree as follows:

                                     Article 1         Definitions
1.1     "Business Day" shall mean any day other than a Saturday, Sunday or statutory holiday in the
province of Ontario or the City of [City]. If any notice period expires or any act must be done on a day
which is not a Business Day, then such notice or action shall expire or shall be taken on the next ensuing
Business Day.

1.2   “Commitment Date” shall mean the day which is twelve months from the effective date of this
Agreement as first set out above.

1.3     “Deadlock” shall include any situation where:

        (i)     a Shareholder is refusing to attend or vote at a properly called meeting of Shareholders,
                or

        (ii)    the Shareholders are unable to agree on any issue that cannot be resolved through the
                voting mechanism set out in this Agreement and is not something that can be resolved by
                arbitration,

        and also includes any other situation specifically constituting a “Deadlock” set out elsewhere in
        this Agreement.

1.4     “Default” shall include any situation where:

        (i)     a Shareholder is failing to comply with their obligations under this Agreement, is
                refusing to attend a meeting duly called for Corporation business for the purpose of
                frustrating the quorum, voting or decision-making requirements for that meeting, is
                failing to participate in the management and affairs of the Corporation as required under
                this Agreement, or breaches any statutory or fiduciary duty owed to the Corporation or
                the other Shareholders; and

        (ii)    a Shareholder who is also an employee of the Corporation commits an act or fails to act
                in such a way that the Corporation has Just Cause for terminating the employment of
                that person;
                                                     -2-



        and also includes any other situation specifically constituting a “Default” set out elsewhere in
        this Agreement.

1.5     “Disability” with respect to any person shall include:

        (i)     the permanent disability or mental incapacity of the person such that he or she cannot
                fulfil his or her obligations hereunder or work full-time as an employee of the
                Corporation, or

        (ii)    the occurrence of any illness, disability or mental incapacity which has lasted or is likely
                to last more than six (6) months such that the person cannot fulfil his or her obligations
                under this Agreement or work full-time as an employee of the Corporation.

1.6     “Fair Market Value” shall mean the highest price, expressed in terms of money or equivalent
worth, obtainable in an open and unrestricted market between informed and prudent parties acting at
arm’s length and under no compulsion to transact.

1.7      “Investment” shall mean all of a Shareholders’ shares, options, rights, warrants or other
securities in the Corporation, any sums the Corporation may owe the Shareholder from time to time for
any reason (other than unpaid wages or salaries) including but not limited to unpaid management
bonuses, dividends, shareholder loans, and all shareholder rights of any kind or any rights under this
Agreement or any other investment in the Corporation in the Corporation of any kind whatsoever, less
any monies the Shareholder owes the Corporation for any reason.

1.8     “Just Cause” for terminating employment of a person shall mean just cause as such term is
defined, interpreted and applied in the courts of the province of Ontario at the time of termination,
including but not limited to wilful insubordination, stealing from the Corporation or misappropriating
Corporation assets or opportunity.

1.9     “Related Person” shall mean any “affiliate”, “associate”, “related person” or “subsidiary” of a
Shareholder, as those terms are defined in the Ontario Business Corporations Act (“Act”).

1.10     “Transfer” of an interest includes any sale, exchange, transfer, assignment, gift, pledge,
encumbrance, hypothecation, alienation, transmission or other transaction, whether voluntary or
involuntary or by operation of law, by which the legal or beneficial ownership of, or a security interest or
other interest in, all or any part of any Investment passes or could pass from one person to another.

                   Article 2         Corporate, Trust and Other Shareholders
2.1    If a Shareholder is a corporation, trust or other legal entity which is not a natural person
(“Corporate Shareholder”), then:

(a)     each Corporate Shareholder shall have a natural person act as the nominee for that Shareholder
        who is unanimously approved by all Shareholders (“Nominee”); and

(b)     those provisions of this Agreement that can only apply to a natural person (e.g. death, disability,
        etc.) will apply to the Nominee; and

(c)     those provisions which can apply to both a natural person and a Corporate Shareholder shall
        apply to the Nominee and the Corporate Shareholder jointly and severally.

2.2     The initial Nominees of the Shareholders, if any, are set out in the table in 0.

                      Article 3        Unanimous Shareholders’ Agreement
3.1     This Agreement is a unanimous shareholders’ agreement. In the event of any conflict between the
terms of this Agreement and the Articles or By-Laws of the Corporation, the Shareholders shall cause
                                                    -3-


such meetings to be held, votes to be cast, resolutions to be passed, documents executed, and other things
done as are necessary to amend the Articles and By-Laws to comply with the provisions of this
Agreement. Unless the Ontario Business Corporations Act (“Act”) specifically provides otherwise, the
provisions of this Agreement shall supersede anything to the contrary in the Act. This Agreement
supersedes and replaces any previous agreement involving the Corporation and the Corporation
shareholders.

                          Article 4         General Obligations of Parties
4.1     The Shareholders shall cause such meetings to be held, votes to be cast, resolutions to be passed,
documents executed, and other things done as are necessary to implement this unanimous shareholders’
agreement. The Corporation and all Shareholders undertake and agree to comply with the provisions of
this Agreement.

4.2     Each Shareholder represents and warrants to the Corporation and the other Shareholders that
they are the sole, absolute, legal and beneficial owners of their Investment, that they own such
Investment free and clear of all liens, claims, security interests and encumbrances of any kind
whatsoever, and that no person has the right or option or any right capable of becoming an agreement or
option to purchase, acquire or control all or any part of their Investment.

                            Article 5        Business of the Corporation
5.1     The business of the Corporation shall be [describe business of the Corporation], and such other
business or commercial activities as the Shareholders shall agree to from time to time by unanimous
resolution.

                                Article 6       Current Shareholders
6.1    The current Shareholders of the Corporation are as follows, are the only Shareholders of the
Corporation, and each hold issued, outstanding and fully paid for shares of the Corporation as follows:

 SHAREHOLDER                  NOMINEE (IF                 NUMBER AND CLASS OF                STATED
                              APPLICABLE)                      SHARES                        CAPITAL



  Article 7       No Change in Shares or Shareholders Without Unanimous Approval
7.1     No additional shares or securities of the Corporation will be authorized or issued by the
Corporation to existing or new Shareholders, and no Shareholder shall Transfer or agree to Transfer all or
any of his shares or Investment in the Corporation to any existing or new Shareholder, except with the
unanimous approval of all Shareholders or as expressly permitted under this Agreement.

                  Article 8        Shareholders Shall Vote Their Own Shares
8.1     Each Shareholder (or each appointed Nominee for Corporate Shareholders) shall personally
execute all their voting rights as shareholders of the Corporation as long as they are legally, mentally and
physically capable of doing so; provided that:

(a)     if, for any reason, such a Shareholder or Nominee is no longer legally, mentally or physically
        capable of exercising his voting rights, then the Shareholder or his personal representative shall
        appoint another competent person as his proxy; and

(b)     such a Shareholder or Nominee may, by written proxy or power of attorney, appoint another to
        stand in his place during any time when the Shareholder or Nominee is unable to be present at
        any meeting of shareholders but for the purpose of that meeting only.
                                                  -4-


                                    Article 9    Shareholder Loans
9.1     The Shareholders have contributed to the financing of the Corporation by way of shareholders’
loans which have been fully advanced and are outstanding, have been recorded in the books and records
of the Corporation, and all of which rank pari passu as follows:

 Shareholder                           Aggregate Principal Amount     Payment Terms
                                       Outstanding

 SHAREHOLDER 1

 SHAREHOLDER 2

Unless unanimously agreed to by all Shareholders, or as otherwise expressly set out in this Agreement in
writing, all present and future shareholder loans (including those outlined above) (collectively
“Shareholder Loans”) will be subject to the following:

(a)    they will be secured by a general security agreement over all the assets and undertaking of the
       Corporation to be held by one Shareholder in trust for all Shareholders;

(b)    they will rank pari passu;

(c)     they will be non-interest bearing;

(d)     all Shareholder Loans will be repaid at such times and in such amounts as the Shareholders may
        determine to be in the best interests of the Corporation (subject to arbitration if necessary);

(e)     all Shareholder Loans will become immediately due and payable upon the earlier of any
        bankruptcy or receivership of the Corporation, the completion of any winding up of the
        Corporation, or upon the Shareholder in question ceasing to be a Shareholder of the Corporation
        for any reason whatsoever; and

(f)     all Shareholder Loans will be repaid (when payments are made) pro rata based upon the then
        current principal balance outstanding for each Shareholders’ Loan.




THIS IS A 20-PAGE DOCUMENT, INCLUDING SCHEDULES.