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DECLARATION OF TRUST



This Declaration of Trust (the Agreement) is effective [DATE],

BETWEEN:  [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [TRUSTEE NAME] (the "Trustee"), an individual with his main address located at:

      [COMPLETE ADDRESS]


This will confirm that the [CLASS] Common Shares of [YOUR COMPANY NAME] (the Company), represented by Share Certificate No. [NUMBER] and registered in my name is held in trust on behalf of [INDIVIDUAL NAME].


I [NAME] declare that I have no financial interest in the said Shares and I furthermore renounce to all dividends and/or other rights with respect thereto.


I hereby undertake to vote the said Shares at Shareholders meetings in accordance with instructions received from [INDIVIDUAL NAME]. I further undertake to transfer the said shares upon the written instructions of [INDIVIDUAL NAME].


It is understood that I will be held harmless from any liability which may accrue to me as a result of the said Shares being registered in my name.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


COMPANY             TRUSTEE


                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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