TRUST AGREEMENT
THIS AGREEMENT made as of the 30th day of October, 2002.
BETWEEN:
PARADIGM ENTERPRISES, INC., a company duly incorporated under the laws of the State of Nevada and having an office at Xxxx 00, 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX, X0X 0X0 (hereinafter called "Paradigm") |
OF THE FIRST PART
AND:
XXXXX X. XXXXXX, businessman, having an office at Xxxx 00, 00000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX, X0X 0X0 (hereinafter called the "Trustee") |
OF THE SECOND PART
WHEREAS:
| A. |
Paradigm is desirous of acquiring an
option to purchase and explore a certain mineral Claim in the Province
of British Columbia but does not wish to incur the cost or liability incurred
through the establishment of a subsidiary foreign corporation at this
early stage of its corporate development; |
| B. |
Trustee is willing and legally capable
of acting as a trustee for Paradigm to hold the mineral Claim on behalf
of Paradigm until such time as the initial three phase exploration program
is completed and the Company is properly able to evaluate the merits of
owning the Claim in its own name or that of a subsidiary; |
| C. |
Paradigm and the Trustee are prepared
to enter into an option to purchase and royalty agreement with Xxxxxx
X. Xxxxxxx, a British Columbia resident who is at arms-length from the
Company and who is the sole beneficial owner of 100% of the right, title
and interest in and to the Golden Mining Claim, which is situated in the
Lillooet Mining Division, British Columbia, which mining Claim is more
particularly described in Schedule "A" attached hereto (hereinafter called
the "Claim"); and |
| D. |
Paradigm and Trustee now wish to enter into a trust agreement whereby Trustee would hold title in trust for Paradigm to the Claim on the terms and conditions as hereinafter set forth. |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:
| 1. | REPRESENTATIONS AND WARRANTIES |
| 1.1 | Paradigm represents and warrants to Trustee that: |
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| (a) |
Paradigm is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; and | |
| (b) |
Paradigm has full power and authority to carry on its business
and to enter into this Agreement and any agreement or instrument referred
to or contemplated herein. 1.2 Trustee represents and warrants to Paradigm: |
|
| (a) |
Trustee is legally capable and has the full power and authority to carry on as a trustee and to hold the mineral Claim as a trustee on behalf of Paradigm and to enter into this Agreement and any agreement or instrument referred to or contemplated herein. | |
| 1.3 | The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein. | |
| 2. | TERMINATION | |
| 2.1 | This Agreement will terminate on: | |
| (a) |
January 01, 2006, unless on or before
that date, Paradigm terminates in writing that certain Option To Purchase
And Royalty Agreement dated October 30, 2002 between Xxxxxx X. Xxxxxxx,
Xxxxx X. Xxxxxx and Paradigm Enterprises, Inc. |
|
| (b) | on the date that Paradigm terminates
in writing that Option To Purchase And Royalty Agreement; or |
|
| (c) |
the date on which Paradigm incorporates
a British Columbia subsidiary to hold Paradigm’s interest in the
Claim and transfers such interest to the subsidiary. |
|
| 3. | COVENANTS OF PARADIGM | |
| 3.1 | Paradigm will keep the Claim free and clear of all liens, charges and encumbrances arising from their operations hereunder and in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard. | |
| 4. | COVENANTS OF TRUSTEE | |
| 4.1 | Trustee will not do any
act or thing which would or might in any way adversely affect the rights
of Paradigm hereunder. |
|
| 5. | FURTHER ASSURANCES | |
| 5.1 | The parties hereto agree
that they and each of them will execute all documents and do all acts
and things within their respective powers to carry out and implement the
provisions or intent of this Agreement. |
|
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| 6. | NOTICE | |
| 6.1 | Any notice, direction or
other instrument required or permitted to be given under this Agreement
will be in writing and will be given by the delivery or facsimile transmission
or the same or by mailing the same by prepaid registered or certified
mail in each case addressed as follows: |
|
| (a) | if to Paradigm Enterprises, Inc. Xxxx 00, 00000 Xxxxxxx Xxxxxx Xxxxxxxx, XX X0X 0X0 |
|
| (b) | if to Xxxxx X. Xxxxxx Xxxx 00, 00000 Xxxxxxx Xxxxxx Xxxxxxxx, XX X0X 0X0 |
|
| 6.2 | Any notice, direction or
other instrument aforesaid will, if delivered by courier or facsimile
transmission, be deemed to have been given and received on the next business
following the day on which it was delivered or sent by facsimile, and
if mailed, be deemed to have been given and received on the fifth business
day following the day of mailing, except in the event of disruption of
the postal services in which event notice will be deemed to be received
only when actually received. |
|
| 6.3 | Any party may at any time
give to the other notice in writing of any change of address of
the party giving such notice and from and after the giving of such notice,
the address or addresses therein specified will be deemed to be the address
of such party for the purpose of giving notice hereunder. |
|
| 7. | HEADINGS | |
| 7.1 | The headings to the respective
sections herein will not be deemed part of this Agreement but will be
regarded as having been used for convenience only. |
|
| 8. | ENUREMENT | |
| 8.1 | This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. | |
| 9. | TERMS | |
| 9.1 | The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia. | |
| 10. | ENTIRE AGREEMENT | |
| 10.1 | This Agreement constitutes
the entire agreement between the parties and replaces and supersedes all
prior agreements, memoranda, correspondence, communications, negotiations
and representations, whether verbal or written, express or implied, statutory
or otherwise between the parties with respect to the subject matter herein.
|
|
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| 11. | TIME OF ESSENCE |
| 11.1 | Time will be of the essence in this Agreement. |
| 12. | ENFORCEMENT OF AGREEMENT |
| 12.1 | The covenants, promises, terms and conditions contained
herein will be binding upon the parties jointly and severally and may
be enforced by each as against each other inter se. |
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
PARADIGM ENTERPRISES, INC.
| Per: | /s/____________________________ by its Authorized Signatory |
XXXXX X. XXXXXX
| /s/ Xxxxx Doutaz___________________ | /s/_________________________ |
| By Xxxxx X. Xxxxxx | Signature of Witness |
| /s/_________________________ | |
| Printed Name of Witness |
This is SCHEDULE "A" to a Trust Agreement made as of the 30th day of October, 2002 between PARADIGM ENTERPRISES, INC. and XXXXX X. XXXXXX
| Claim Name | Tenure Number | Expiry Date |
| Golden | 392749 | April 09, 0000 |
Xxxxxxxx Mining Division, British Columbia
