(TO BE CHECKED AGAINST) CONFORMED COPY
 

(1) ROBERT SOUTAR LIMITED

LANDSMAN COMMUNITY SERVICES LTD
 

(2) FRASER HOW

RICHARD KAY

ANGUS SOUTAR
 

THIS TRUST DEED is made on this 3rd day of June 1997
 

BETWEEN:-
 

(1) ROBERT SOUTAR LIMITED (registered in England No.2091840); and LANDSMAN COMMUNITY SERVICES (registered in British Columbia, Canada No.282243) (together "the Companies")
 

(2) FRASER HOW of 2 Grosvenor Road, Whalley Range, Manchester, M16 8JP; RICHARD KAY of 8 Whitworth Avenue, Coventry CV3 IEP; and ANGUS SOUTAR of Ingle Dene, Low Hill, Bury Fold, Darwen, Lancs BB3 2QG (together "the Trustees")
 

WHEREAS:-
 

The Companies wish to establish a trust to be known as the LETSystem Trust ("the Trust"). The Trustees wish to hold, protect and administer the Trust Property as defined below, so that the Trust Property may be held and used in common by the Beneficiaries, subject to the terms of this Trust Deed.
 

This DEED WITNESSES THAT:-
 

1. Interpretation
 

In this Trust Deed and the recitals hereto unless the context otherwise requires : -
 

(a) words importing the singular shall be deemed to include the plural and vice versa and words importing the masculine gender shall be deemed to include the feminine;
 

(b) any reference to a numbered clause shall (unless otherwise particularised) be a reference to the relevant clause of this Trust Deed;
 

(c) the following words and expressions shall have the following meanings:-
 

"Beneficiaries" means the Initial Beneficiaries appointed under Clause 2 and those persons from time to time identified in the List of Named Beneficiaries (as hereinafter defined) and "existing Beneficiary" and "potential Beneficiary" shall be construed accordingly.
 

"Beneficiary Agreement" means the agreement set out in Schedule 2, as amended from time to time by the unanimous consent of all the Trustees.

"Beneficiary Criteria" means:
 

(a) in relation to each existing Beneficiary, at all times to uphold and adhere to the requirements of the Policy Statement; and
 

(b) in relation to potential Beneficiaries (i) to sign a Beneficiary Agreement; (ii) to have such Beneficiary Agreement counter-signed in the manner permitted by the Policy Statement by two existing Beneficiaries; and (iii) to indicate a willingness to uphold and adhere to the requirements of the Policy Statement.
 

"Intellectual Property" means that part of the Trust Property which is specified in Part I of Schedule 1 from time to time.
 

"Licensees" means those persons who are granted licenses in respect of the Trust Property but who are not granted Beneficiary status.
 

"List of Named Beneficiaries" means the list entitled "Beneficiaries of the LETSystem Trust" maintained by Robert Soutar Ltd, or such other company as Robert Soutar Ltd shall from time to time appoint, in an electronic database or such other form as may be required from time to time.
 

"Policy Statement" means the policy statement in Schedule 3 as amended from time to time by the unanimous consent of all of the Trustees and the version of the Policy Statement scheduled to this Trust Deed at any given time shall be deemed to be the version then in force.
 

"Trust Property" is the property specified in Schedule 1 from time to time (including all property deemed arising therefrom including income). Any two Trustees may agree to add new items to Schedule 1.
 

2. Establishment of the Trust and Appointment of Initial Beneficiaries
 

The Companies hereby establish a trust to be known as the LETSystem Trust and appoint the
 

Trustees named above, namely Fraser How, Richard Kay and Angus Soutar as its initial
 

Beneficiaries (the "Initial Beneficiaries") which Initial Beneficiaries hereby give undertakings in terms identical to those that appear in Schedule 2 as at the date hereof.

3. Object of the Trust
 

The object of the Trust is for the Trustees to hold, protect and administer the Trust Property so that the Trust Property may be held and used in common by the Beneficiaries. The Trustees shall have the power to transact any business reasonably incidental to the objects of the Trust and to grant licences in respect of the Intellectual Property
 

4. Appointment and Removal of Beneficiaries
 

Subject to the appointment of the Initial Beneficiaries under Clause 2, Beneficiary status shall be determined in the following manner:
 

(a) The Trustees shall use the Beneficiary Criteria in deciding who is to be admitted as a new Beneficiary of the Trust and the decision to grant Beneficiary status may be made by any two of the Trustees.
 

(b) If Beneficiary status is granted the name of the individual to whom it is granted shall then be included in the List of Named Beneficiaries.
 

(c) Any two of the Trustees shall have the power to revoke a Beneficiary's Beneficiary status if in their reasonable opinion the Beneficiary has ceased to meet the Beneficiary Criteria. If a decision is made to remove a Beneficiary the Trustees must give the Beneficiary one month's written notice.
 

(d) If a Beneficiary has his Beneficiary status removed, his name shall be excluded from the List of Named Beneficiaries.
 

5. Licensing of Intellectual Property
 

(a) For the avoidance of doubt, those granted Beneficiary status under clause 4(a) are entitled to the benefits of the Intellectual Property under the Trust, together with the rest of the Trust Property, subject to such restrictions (including restrictions in time), as the Trustees may unanimously agree to impose.
 

(b) In addition, if all of the Trustees so decide they may, in their absolute discretion, grant a license in respect of the Intellectual Property to a person or association. If a license is granted, such a person or association would be known as a Licensee.

6. Revocation of Licenses
 

(a) If all of the Trustees so decide they may revoke any license in their absolute discretion
 

(b) The Trustees shall give the Licensee one month's written notice of their intention to revoke the license with an explanation of the reason for the revocation.
 

7. Appointment and Removal of Trustees
 

(a) The Companies shall have the power by written notice to appoint a new Trustee or new Trustees of the Trust in place of any Trustee who ceases to be a Trustee for any reason, and likewise shall, subject to sub-clause (b) below, have power by written notice to remove any Trustee from office and to appoint an additional or additional Trustees.
 

(b) The powers of the Companies under sub-clause (a) above shall be exercised in such a manner that the number of Trustees of the Trust shall not be less than nor exceed three.
 

(c) Any Trustee for the time being of the Trust may retire from the office of Trustee of the Trust, by serving on the Companies not less than one month's notice in writing, provided that a new Trustee is simultaneously appointed in his place.
 

(d) A person shall not be appointed as a Trustee if he is mentally disordered, bankrupt or permanently resident abroad.
 

8. Charge for Professional Duties
 

Any Trustee for the time being of the Trust being a person engaged in any profession or business shall be entitled to charge and be paid out of the Trust Property all usual professional or other charges for business done by him or his firm in relation to the trusts hereof or to the administration of the Trust provided such charges have been agreed in advance between the Trustees and the Companies and to the extent that the Trust Property includes available cash.
 

9. Trustees' Power to Delegate
 

The Trustees may delegate to any person or fluctuating body of persons (whether or not a Trustee of the Trust) or to any committee appointed by them (with power to act by majority vote) all or any of the functions, powers, duties and discretions conferred on them by thisTrust Deed as they shall think fit for the convenient administration of the Trust (including the

power to sub delegate) any such delegation being on such terms and conditions as the Trustees think fit.
 

10. Supervision of Delegates
 

Any Trustee shall not be bound to supervise any delegate or the proceedings of any committee appointed by them nor, provided the Trustee has taken reasonable care in appointing and supervising such delegate, be in any way responsible for any loss incurred as a result of any such delegation or the negligence, fraud or default of any delegate or member of any committee so appointed or any sub-delegate and may terminate any such delegation at any time.
 

11. Trustees'Personal Interest
 

No decision of or exercise of a power or discretion by the Trustees shall be invalidated or questioned on the ground that any Trustee has or had a direct or personal interest in the result of any such decision or the exercise of any such power or discretion, provided the Trustee makes full written advance disclosure to the other Trustees and acts in good faith.
 

12. Trustee who is a Beneficiary
 

Any Trustee for the time being of the Trust who is or has been a Beneficiary shall be entitled to retain for himself any benefit to which he is entitled by reason of being a Beneficiary, subject to his Beneficiary status not having been revoked under Clause 4(c).
 

13. Trustees' Liability
 

No Trustee for the time being of the Trust shall in the exercise or carrying out of any of his functions, powers, duties and discretions be liable for the consequences of any mistake whether of law or of fact or for any breach of trust made by way of commission or omission unless such mistake or breach is attributable to his own gross negligence or wilful default.
 

14. Trustees' Indemnity
 

Every Trustee for the time being of the Trust shall be indemnified out of the Trust Property, (to the extent that the Trust Property includes available cash) against all or any costs, claims, losses, damages and expenses which he may pay or incur or which may be made against him in connection with the exercise or carrying out of any of his functions powers duties and discretions in relation to the Trust and not attributable to his own gross negligence or

conscious bad faith. Such indemnity shall include the liability of the Trustees for all or any of the costs, claims, losses, damages and expenses which they may incur as a result of the act or omission of any employee, agent or other person appointed by them for the purposes of the Trust, or to whom any of the functions, powers, duties and discretions of the Trustees in relation to the Trust have been delegated in accordance with their powers in that behalf contained in this Trust Deed.
 

15. General Administrative Arrangements
 

The Trustees shall have the power to make such arrangements (not being inconsistent with the provisions of this Trust Deed) generally for the administration of the Trust as they may think fit, and in particular to appoint or employ agents and staff to transact any business of the Trust including granting licenses in respect of the Trust Property.
 

16. Incurring Liability
 

No Trustee may incur financial liability or any such other liability without the unanimous consent of all the Trustees.
 

17. Amendment of Trust Deed
 

By the unanimous consent of all of the Trustees and the Companies they may by deed cancel, remove, amend or add to all or any of the trusts, powers and provisions of this Trust Deed (including the parties hereto) with retrospective, immediate or future effect provided there are no material adverse consequences to the Beneficiaries, provided however, that amendments to any of the Schedules hereto need not be made by deed and can be made by endorsement of the relevant number of Trustees for any given document, as specified in Clause 1.
 

18. Perpetuity Period
 

Unless the Trust shall previously have been wound up, the trusts hereby declared shall continue during the period of eighty years from the date hereof and such further period as may then be lawful, including any period during which the trusts of the Trust may be exempt, for whatever reason, from the application of the rule against perpetuities (which period is hereby declared in accordance with the provisions of section 1 of the Perpetuities and Accumulations Act 1964 to be the perpetuity period for the purposes of this Trust Deed).
 

19. Governing law
 

This Trust Deed shall at all times be governed by and construed in accordance with English Law
 

20. Execution
 

This Trust Deed is delivered on the date written at the start of this deed.
 

EXECUTED by the parties as a deed.
 

I. INTELLECTUAL PROPERTY
 

1. MARKS
 

- LETSystem TM
 

- LETSYSTEM TM
 

2. COPYRIGHT
 

- The LETSystem Design Manual LETSystem Account Holder Agreement
 

- LETSystem Registration Agreement

- Frequently Asked Questions about LETS

- LETSystem Terms and Conditions
 

- LETSystem Registry Terms and Conditions
 

I [ ] of [ ], understand that in order to be granted Beneficiary status under the Trust Deed establishing the LETSystem Trust, dated 3rd June 1997 ("the Trust Deed") I must fulfil the following conditions (the "Conditions"):-
 

1. To use the property of the Trust (the "Trust Property") in accordance with the values, arrangements and procedures of the Policy Statement set out in Schedule 3 of the Trust Deed, as amended from time to time.
 

2. To use the Trust Property in accordance with the conditions of use specified below, as amended from time to time by notice to me by the Trustees of the Trust:
 

(i) to use any trade marks or other Intellectual Property that constitute part of the Trust Property in accordance with the rules of usage for that intellectual property as notified by or on behalf of the Trustees from time to time;
 

(ii) where terms are defined in the LETSystem Design Manual (version 13 or any later version of the document) (the "Manual"), when using such terms in published material or in other public contexts, to do so only in accordance with the relevant definitions in the Manual.
 

(iii) when engaging in or promoting the establishment or operation of LETSystems as defined in the Manual, to comply with the development plans contained in the Manual.
 

I wish to be granted Beneficiary status and I agree, in consideration of being granted that status, to fulfil the above Conditions. My application is sponsored by the Beneficiaries whose signatures appear below and I understand that without the support of such persons my application will not be considered. I understand that if I breach any of the conditions the Trustees may choose to withdraw my Beneficiary status.
 

Signed:
 

Dated:
 

We are both existing Beneficiaries and support the application for Beneficiary status of the above named individual.
 

Signed: Signed:
 

Print Name: Print Name:
 

Dated: Dated:
 

*See separate electronic copy for this section.
 

This Policy Statement forms a Schedule to the Trust Deed establishing the Trust. Beneficiaries and potential Beneficiaries should be aware that the Trustees may alter the Policy' Statement from time to time and should ensure that this document is the one currently in force. The document in force shall be deemed to be that Scheduled to the Trust Deed at any given time. where terms used in this document are defined in the Trust Deed they are to be treated as having the meanings given to them in the Trust Deed.
 

1. Aims
 

The aim of the Trust is to facilitate the propagation of LETSystems in a manageable way. This
 

is to be achieved through
 

(a) clarity of material and
 

(b) compatibility of actions within the fundamental values and characteristics of LETSystems.
 

2. Values
 

In summary, the values to be upheld by beneficiaries are:
 

- acknowledgement - of the contribution made by others
 

- freedom I will, freedom I won't - if you don't like it, you can always start your own Trust etc.
 

- respect - mind your own business - meet your obligations -lead, follow, or get out of the way
 

- "only connect" - relationship, communication, protocol
 

- create community wherever possible.
 

3. Beneficiary conduct and criteria for admission
 

Beneficiaries have the use of Trust property subject to the conditions included in this Policy Statement. Some uses are proscribed, others allowable and recommended,