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-
XXXXXXX XXXXXXX 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 Xxxxxxx Xxxxxxx (hereinafter referred to as "Xxxxxxx" 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")
in reference to the Mining Properties set out in Schedules "A" and "B" hereto;
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 it is acknowledged that Xxxxxx X. Xxxxxxxxxx is already the
registered owner of the claims set out in Schedule "B" hereto subject to the Cal
Graphite Option Agreement;
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 Schedules "A"
and "B" hereto, are the property of the Beneficiaries, Xxxxxxx
Xxxxxxx and Graphite Technology Group Inc., as their interest
may appear, from time to time, and are held on their behalf.
2
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 on 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
) ------------------------
)
)
)
)
) /S/ Xxxxxxx Xxxxxxx
) -------------------
) GRAPHITE TECHNOLOGY
) GROUP INC.
)
)
)
) Per: /S/ Xxxxxx Xxxx
) ---------------
) Xxxxxx Xxxx
) I have authority to bind the
) Corporation
