THIS DEED OF TRUST IS MADE IN QUADRUPLICATE THIS 20TH DAY OF FEBRUARY 2006.
BETWEEN:
XXXXXX X. XXXXXXXXXX, OF THE CITY OF TORONTO,
IN THE PROVINCE OF ONTARIO,
HEREINAFTER REFERRED TO AS THE "TRUSTEE"
OF THE FIRST PART
-AND-
VINECREST MANAGEMENT SERVICES LTD. AND
GRAPHITE TECHNOLOGY GROUP INC.
HEREINAFTER REFERRED TO AS THE "BENEFICIARIES"
OF THE SECOND PART
WHEREAS pursuant to an Option Agreement made the 17th day of February
2006 between Vinecrest Management Services Ltd. (hereinafter referred to as
"Vinecrest" or the "Optionor of the First Part") and Graphite Technology Group,
Inc., a corporation incorporated under the laws of the State of Delaware
(hereinafter referred to as "Graphite Technology" or in the alternative the
"Optionee of the Second Part");
AND WHEREAS pursuant to the said Agreement, the Mining Properties or
Claims set out in Schedule "A" hereto are to be transferred to the Trustee,
namely Xxxxxx X. Xxxxxxxxxx of the City of Toronto, in the Province of Ontario
to hold pursuant to the said Option Agreement on behalf of the said parties as
there interest may appear.
AND WHEREAS the Trustee has no financial interest directly or
indirectly in the said Mining Properties;
NOW THEREFORE this Trust Deed witness:
1. The parties hereto hereby acknowledge and confirm that the Mining
Properties more particularly set out in Schedule "A" hereto, are the
property of the Beneficiaries, Vinecrest Management Services Ltd. and
Graphite Technology Group Inc., as their interest may appear, from time
to time, and is held on their behalf.
2. The Trustee covenants and agrees not to do any act or thing, or
institute any action or proceeding of any nature or kind whatsoever
without first having obtained the consent and authorization of the
Beneficiaries herein and the Beneficiaries agree that any such consent
or authorization shall be in writing on behalf of each of the
Beneficiaries by any person purporting to have an authority to do so.
3. The Beneficiaries jointly and severely covenant and agree to pay all of
the Trustees costs and expenses including his just legal fees as are
required to be paid to carry out the instructions of the Beneficiaries
in connection with the said Mining Properties.
4. Provided that the Trustee acts in good faith shall not be responsible
or held liable for exercising or failing to exercise his duties and
shall be indemnified and save harmless in respect to any and all claims
and or costs suffered by him as a result of exercising his duties as
Trustee in connection with the said Mining Claims.
5. This acknowledgment of trust shall be binding and enure for the benefit
of their respective heirs, executors, administrators, successors and
assigns of the Beneficiaries and the Trustee.
IN WITNESS WHEREOF the parities hereto have set their hands and seals
this 20th day of February 2006.
SIGNED, SEALED AND DELIVERED )
)
IN THE PRESENCE OF ) / S / Xxxxxx X. Xxxxxxxxxx
) --------------------------
)
)
) VINECREST
) MANAGEMENT )
) SERVICES LTD.
)
)
) / S / Xxxxx Xxxxxx
) I have authority
) to bind the
) Corporation
)
) GRAPHITE
) TECHNOLOGY
) GROUP INC.
)
)
) /s/ Xxxxxx Xxxx I have
) authority to bind the
) Corporation
)
)
)
