e-gold Bullion Reserve Special Purpose Trust

THIS DECLARATION OF TRUST is made this 31st day of March, 2000

HILDEBERTO S. DE FRIAS and MICHAEL J. MELLO both of Mello, Hollis, Jones & Martin, Barristers & Attorneys, “Reid House”, 31 Church Street in the city of Hamilton in the Islands of Bermuda (hereinafter together called “the Original Trustees”).

W H E R E A S:

(1) The Original Trustees intend hereby to create a purpose trust within the meaning of the Trusts (Special Provisions) Act 1989 (as amended) in the manner hereinafter appearing and with this intention have on or before the date hereof received the property as detailed in the First Schedule hereto as the initial corpus of the Trust (hereinafter called "the Initial Property") to be held by them upon the trusts and with and subject to the powers and provisions hereinafter contained; and

(2) Further property may hereafter from time to time be paid or transferred to or otherwise vested in the Trustees (as hereinafter defined) to be held upon the trusts of this Trust.

NOW THIS DEED WITNESSES as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed where the context so admits or requires:

1.1.1 "e-metal account holders" means any person who has established an e-metal account with e-gold Ltd.;

1.1.2 "e-goldÔ" means e-gold Ltd., a Nevis corporation;

1.1.3 "e-metalÔ" means one of the e-goldÔ currencies, i.e., e-goldÔ, e-silverÔ, e-platinumÔ, and e-palladiumÔ;

1.1.4 "Escrow Agent" means the designated third party contracted to serve as escrow agent to this Trust and to e-gold Ltd.;

1.1.5 "Emergency Trustee" means the person appointed as an Emergency Trustee in accordance with the provisions of Clauses 16 and 17 hereof;

1.1.6 "person" means any individual or any body of persons corporate or unincorporate and without prejudice to the generality of the foregoing includes charities;

1.1.7 "Proper Law of this Trust" means the law of the jurisdiction governing this Trust as stipulated in Clause 15.1 hereof or as otherwise declared under the provisions of Clause 15.3 hereof and the rights of all persons hereunder and the construction and effect of each and every provision hereof shall be subject to the applicable Proper Law;

1.1.8 "the Termination Date" means the date after a period of a minimum of two (2) years from the date hereof as e-gold Ltd. and the Escrow Agent shall jointly declare by deed with dual signature of both delivered to the Trustees to be the Termination Date which date shall be at least thirty (30) days after the delivery of such deed to the Trustees.

1.1.9 "the Trustees" means the Original Trustees or other Trustees or Trustee for the time being of this Trust;

1.1.10 "the Trust Fund" means the precious metal bullion held on behalf and for the exclusive benefit of all e-metal account holders collectively, pursuant to the e-gold, e-silver, e-platinum, and e-palladium currency contracts; and

1.1.11 "this Trust" means the trust created by these presents.

1.2 In the interpretation and construction of this Trust:

1.2.1 words in the singular shall include the plural and words in the plural shall include the singular;

1.2.2 words importing the masculine gender shall include the feminine; and

1.2.3 the clause headings are inserted for ease of reference only and shall be ignored.

2. NAME

2.1 The name of this Trust shall be “THE E-GOLD BULLION RESERVE SPECIAL PURPOSE TRUST” or such other name as the Trustees shall from time to time decide and declare by deed.

3. DECLARATION OF TRUST

3.1 The Trustees shall hold the Trust Fund and the income thereof upon the trusts and with and subject to the powers and provisions contained in this Trust.

4. PURPOSES OF THE TRUST

4.1 purpose of holding precious metal bullion on behalf of and for the exclusive benefit of all e-metal account holders collectively, pursuant to the e-gold, e-silver, e-platinum, and e-palladium currency contracts, all of which explicitly require 100% physical reserves backing all e-metal in circulation. The physical assets shall be held in allocated storage by secure third party repositories with each individual bullion bar uniquely and explicitly identified and catalogued. All precious metal shall be held free and clear of all liens and encumbrances whatsoever. The safekeeping arrangements with secure repositories shall require dual signature (i.e., authorization by both e-gold Ltd. and by the designated third party contracted to serve as Escrow Agent) before any bullion may be removed for any purpose;

4.2 The Trustees may enter into such agreements as they shall deem necessary to fulfil the purposes of this Trust.

5. TRUST TO ACCUMULATE

5.1 The Trustees shall until the Termination Date hold and accumulate the Trust Fund and shall apply the Trust Fund in furtherance of the purposes aforesaid in such proportions and at such times and from time to time and generally in such manner as instructed by the dual signed instructions received from time to time from e-gold Ltd. and the Escrow Agent and shall make no disposition of any portion or all of the Trust Fund without the dual signatures of e-gold Ltd. and the Escrow Agent.

6. ULTIMATE TRUSTS

6.1 If the whole or any part of the Trust Fund shall be otherwise undisposed of on the Termination Date the Trustees shall pay or transfer the Trust Fund to account holders and/or to e-gold Ltd. pursuant to the dual signed instructions received from e-gold Ltd. and the Escrow Agent, PROVIDED THAT such distribution shall be made absolutely and in no circumstances in contravention of the rule against perpetuities;

6.2 The Trustees shall not be held liable for any breach of duty or loss or damage to any third party caused by virtue of or as a result of any distribution made pursuant to the dual signed instructions from e-gold Ltd. and the Escrow Agent.

7. ADMINISTRATIVE POWERS

7.1 The Trustees shall in addition and without prejudice to all other powers at law have the powers and immunities set out in the Second Schedule hereto.

8. ADMINISTRATION OF TRUSTEE MEETINGS AND RECORDS

8.1 The Trustees shall make such rules as they shall deem appropriate to regulate:

8.1.1 meetings of the Trustees (including all matters relating to time, place, manner, procedure and agenda);

8.1.2 the delegation of any and all powers of the Trustees to a committee or committees or to an officer or officers in the case of a sole corporate Trustee) of the Trustees which are established to act on behalf of the Trustees to manage the administration of the Trust or for such other specific or particular purpose in furtherance of the purposes of the Trust;

8.1.3 the administration of the Trust generally.

8.2 The Trustees shall keep at their offices in Bermuda the following:

8.2.1 A copy of this Deed of Trust and any amending or supplemental instruments;

8.2.2 Such documents as are sufficient to show the true financial position of the assets held in the Trust Fund for each financial year together with details of distributions made out of the Trust Fund by the Trustees during the financial year.

9. MAJORITY DECISIONS OF THE TRUSTEES

9.1 In the event that there shall be more than two Trustees hereof in office from time to time every decision, resolution or exercise of a power or discretion required to be or capable of being made by the Trustees shall be validly made if so made by a majority in number of the Trustees and any instrument executed in pursuance of any such decision, resolution or exercise shall have binding legal effect (as if executed by all the Trustees) if it shall be executed by a majority in number of the Trustees but not so as to render any of the Trustees hereof liable for any act or thing done or omitted without his consent by reason of the provisions of this paragraph or for any act in which he joins for conformity only;

9.2 A resolution in writing signed by a majority of the Trustees shall be as valid and effective as if it had been passed at a meeting of the Trustees duly convened and held and any such resolution may consist of one or more documents in similar form each signed by one or more of the Trustees.

10. TRUSTEES' REMUNERATION

10.1 Any Trustee hereof being a bank or corporation or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional or other charges for services done by him or his firm or it in relation to the trusts hereof including a fee for acting as such Trustee and such fee in the case of a corporate Trustee to be in accordance with its usual scale of fees as shall from time to time be in effect or in the absence of any usual scale of fees or if it shall be agreed otherwise then the fees shall be as may be agreed in the case of the Trustee;

10.2 e-gold Ltd. acknowledges that it is absolutely responsible for the payment of all fees, disbursements and expenses of the Trustees, the Escrow Agent and the repositories incurred in administering and/or otherwise promoting, enforcing and/or fulfilling the purposes of this Trust;

10.3 Any new or additional Trustee appointed under the provisions hereof or by a court of competent jurisdiction shall have such powers, rights and benefits as to remuneration or otherwise at or prior to his or its appointment as may be agreed in writing (in the case of a Trustee appointed as hereinbefore provided) between such new or additional Trustee and the person or persons making such appointment or (in the case of a Trustee appointed by a court) as the order appointing such Trustee may direct or in the absence of such agreement in the case of a corporate Trustee in accordance with its usual scale of fees as shall from time to time be in effect.

11. TRUSTEE LIABILITY

11.1 In the professed execution of the trusts and powers hereof no Trustee hereof and no director officer or employee of any corporate Trustee hereof shall be liable for any loss to the Trust Fund arising by reason of any action taken pursuant to the dual signed instructions from e-gold Ltd. and the Escrow Agent or for the negligence of any agent employed by him or by any other Trustee hereof although the employment of such agent was not strictly necessary or expedient or by reason of any mistake or omission made in good faith by any Trustee hereof or by any director officer or employee of any corporate Trustee hereof or by reason of any other matter or thing except for wilful default fraud or negligence on the part of the Trustee or director, officer or employee of a corporate Trustee who is sought to be made liable;

11.2 The Trustees hereof the directors, officers and employers of any corporate Trustee hereof and each of them, their respective heirs, personal representatives, assigns and successors shall be wholly indemnified out of the Trust Fund in respect of any liability or loss which they may suffer by virtue of or arising out of any mistake or omission they may have made in good faith in the course of carrying out their duties as Trustees hereof or as directors, officers or employees of any corporate Trustee hereof except for loss or liability arising due to their own wilful default fraud or negligence.

12. APPOINTMENT REMOVAL RETIREMENT AND RESIGNATION OF TRUSTEES

12.1 Any person may be appointed a Trustee of this Trust whether resident or incorporated (as the case may be) within or outside the jurisdiction of the Proper Law of this Trust;

12.2 The power of appointing a new or additional Trustee or new or additional Trustees of this Trust shall be vested in e-gold Ltd. and the Escrow Agent and such power shall be exercisable jointly by dual signed instrument in writing;

12.3 e-gold Ltd. and the Escrow Agent shall have the power to remove any Trustee of this Trust upon delivery of a written notice with dual signatures of e-gold Ltd. and the Escrow Agent to such Trustee provided that such removal shall be effective at least thirty (30) days after the delivery of such written notice and as stated in such notice;

12.4 The person or persons exercising the powers granted in sub-clauses (2) and (3) above shall promptly give written notice thereof to the other then serving Trustees or Trustee (if any);

12.5 A Trustee desiring to withdraw and be discharged from the trusts hereof may resign as Trustee by giving notice of resignation in writing to the continuing Trustees (if any) and the person or persons then having the power to appoint new Trustees and after the expiration of thirty days from the date of so giving notice (or such shorter period as may be agreed in writing between the Trustees giving notice and the person or persons then having the power to appoint new Trustees) the Trustee who has so given notice shall cease to be a Trustee to all intents and purposes except as to acts and deeds necessary for the proper vesting of the Trust Fund in the continuing or new Trustees or Trustee or otherwise as the case may require.

13. POWERS OF E-GOLD LTD. AND THE ESCROW AGENT

13.1 In addition to the powers specifically conferred by this Trust e-gold Ltd. and the Escrow Agent shall have the power to request information and accounts from the Trustees by dual signed request from e-gold Ltd. and the Escrow Agent (which information and accounts shall forthwith be supplied to e-gold Ltd. and the Escrow Agent). E-gold Ltd. and the Escrow Agent shall also be the persons charged with the duty of enforcing the trusts of this Trust.

14. PROPER LAW AND POWER TO CHANGE SITUS OF PROPER LAW

14.1 Subject to the following provisions of this clause this Trust is established under the laws of Bermuda and the construction and effect of this Trust shall be subject to the jurisdiction of and construed in accordance with the laws of Bermuda.

14.2 Subject to the following provisions of this Clause the Courts of Bermuda shall be the forum for the administration of this Trust;

14.3 The Trustees shall upon the dual signed written instruction of e-gold Ltd. and the Escrow Agent at any time and from time to time declare by deed that the trusts, powers and the construction and effect of this Trust shall from the date of such declaration take effect in accordance with the law of any other jurisdiction in any part of the world and as from the date of such declaration the law of the jurisdiction named therein shall be the Proper Law governing the Trust and the Courts in that jurisdiction shall be the forum for the administration of this Trust (subject to the provisions of this sub-clause) and until any further declaration is made PROVIDED THAT notwithstanding anything herein contained and notwithstanding any such dual signed written direction the Trustees for the time being shall not have the power to make any declaration which might directly or indirectly result in this Trust becoming according to the law thereupon becoming applicable hereto illegal, void or voidable or which might in any way change the purposes or objects of this Trust otherwise than in accordance with the terms hereof AND PROVIDED FURTHER that so often as any such declaration as aforesaid shall be made the Trustees shall make recommendations for such consequential alterations or additions in or to the trusts, powers and provisions of this Trust as the Trustees may consider necessary or desirable to ensure so far as may be possible that the trusts, powers and provisions of this Trust shall (mutatis mutandis) be as valid and effective as they were under the law of Bermuda immediately prior to such declaration;

14.4 The Trustees shall have power with the dual signed written consent of e-gold Ltd. and the Escrow Agent (subject to the application (if any) of the rule against perpetuities) to carry on the general administration of these trusts in any jurisdiction in the world whether or not such jurisdiction is for the time being the Proper Law of this Trust or the courts of such jurisdiction are for the time being the forum for the administration of these trusts and whether or not the Trustees or any of them are for the time being resident or domiciled in or otherwise connected with such jurisdiction.

15. IRREVOCABILITY

15.1 This Trust shall be irrevocable.

16. APPOINTMENT OF EMERGENCY TRUSTEES

16.1 At any time prior to the Termination Date e-gold Ltd. and the Escrow Agent may by deed that has the dual signature of e-gold Ltd. and the Escrow Agent and delivered to the Trustees appoint a person or persons to be the Emergency Trustee of this Trust PROVIDED THAT no person may be so appointed to be an Emergency Trustee who is resident in a territory in which an Emergency Event (as defined below) has occurred within the previous year of such appointment and PROVIDED ALWAYS THAT the jurisdiction chosen by e-gold Ltd. and the Escrow Agent shall contain the necessary legislative provisions to administer this trust.

16.2 In the event that an Emergency Trustee has not been appointed by the Protector, then ARAWAK TRUST COMPANY LIMITED of the British Virgin Islands shall be appointed as Emergency Trustee of this Trust in accordance with Clause 17 hereof.

16.3 An Emergency Trustee shall become a Trustee under this Trust immediately upon the ceasing of a Trustee continuing as a Trustee in accordance with Clause 17 hereof.

16.4 An Emergency Trustee (not having become one of the Trustees) may at any time resign by giving written notice to e-gold Ltd. and the Escrow Agent (if any) and the Trustees and may at any time be removed from office by written notice with dual signatures given by e-gold Ltd. and the Escrow Agent and received by the Emergency Trustee who is to be removed from office.

17. EMERGENCY EVENTS

17.1 Any Trustee hereof shall automatically cease to be a Trustee on the happening of any of the following events (an "Emergency Event") within the territory where such Trustee is incorporated (in the case of a corporate Trustee) or resident in the case of an individual that is to say:

17.1.1 the invasion of such territory by military forces;

17.1.2 the enactment of any law or the taking of any action by or on the part of any governmental authority agency or officer of or within the said territory the aim or purpose or effect of which is (or would be if such Trustee had sole control of the assets comprising the Trust Fund):

(a) to acquire expropriate or confiscate any of the assets comprising the Trust Fund or any part thereof;

(b) to jeopardise or interfere with or hamper the free exercise by such Trustee of its fiduciary obligations powers and discretions;

(c) the restriction suspension abrogation withdrawal cancellation or rescission of any exemption relief or contract in relation to the trusts of this Trust in respect of the Trust Fund or any part thereof whether in respect of exchange or currency control or any other matter;

(d) to levy any tax or duty on any part of the Trust Fund;

17.1.2 the nationalisation or attempted nationalisation of any corporate Trustee hereof or other substantial intervention in its affairs by a government official or a government body or agency;

17.1.3 the occurrence in that territory of civil war or of violent civil disturbances which shall cause or appear likely to cause a serious and prolonged interference with the ability of the Trustees to function as such;

17.1.4 the acquisition by the government or any other public authority of that territory of a controlling interest in any corporate Trustee hereof;

17.1.5 to determine or substantially restrict the power of the Trustees to transfer assets comprising income or capital of the Trust Fund out of that territory for the purpose of investment or distribution.

17.2 Upon such Trustee ceasing to be a Trustee pursuant to this Clause such Trustee shall be divested of title to the Trust Fund which shall automatically vest in the Emergency Trustee as if the Emergency Trustee had been the Original Trustee hereof and the forum for the administration and the Proper Law of this Trust shall notwithstanding any other provisions of this Trust forthwith be deemed to be the place of residence or incorporation (if a corporation) of such Emergency Trustee or such other jurisdiction or territory which is designated under the Deed appointing Emergency Trustee.

17.3 Notwithstanding paragraphs 17.1 and 17.2 of this Clause, a certificate in writing with dual signatures by e-gold Ltd. and the Escrow Agent delivered to the Trustees no later than fourteen (14) days following the happening of an Emergency Event to the effect that paragraphs 17.1 and 17.2 of this Clause shall not be deemed to have applied notwithstanding the happening of any such Emergency Event shall be conclusive for the purpose of reinstating as a Trustee hereof the Trustee automatically removed under the provisions of paragraph 17.1 of this Clause.

17.4 E-gold Ltd. and the Escrow Agent shall be obligated to make their best endeavours to deliver any certificate issued under paragraph 17.3 above to the Emergency Trustee and to the reinstated Trustee within the fourteen (14) days of the happening of an Emergency Event.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals or caused their Common Seals to be affixed (as the case may be) the day and year first above written.

FIRST SCHEDULE

Initial Property

[ ] ounces of Gold Bullion

[ ] ounces of Silver Bullion

[ ] ounces of Platinum Bullion

[ ] ounces of Palladium Bullion

SECOND SCHEDULE

Administrative Powers

IN furtherance of the purposes of this Trust but not further or otherwise the Trustees shall have the following additional powers:

(i) To do all such lawful acts or things as shall further the attainment of the purposes of this Trust and so far as may be necessary to do such acts or things in collaboration with any person;

(ii) From time to time and at such intervals as instructed by dual signature written instructions from e-gold Ltd. and the Escrow Agent or as the Trustees shall in their sole discretion think fit cause the financial documents and accounts kept by them to be examined or audited by such person or persons as they shall designate and to pay the costs of such examination or audit out of the property of the Trust Fund.

SIGNED SEALED and DELIVERED by HILDEBERTO S. DE FRIAS in the presence of:	) )
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Witness:	)





SIGNED SEALED and DELIVERED by MICHAEL J. MELLO in the presence of:	) )
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	)
Witness:	)

THE COMMON SEAL OF E-GOLD LTD. was

Hereunto affixed in the presence of:

Director/Secretary:

Director: