EXHIBIT 10.6
TRUST AGREEMENT
FOR
THE WYOMING OIL & MINERALS, INC. TRUST
This TRUST AGREEMENT ("Agreement") is entered into effective the 6th day of
June 2003 by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee ("Trustee"), and Wyoming Oil
& Minerals, Inc. a Wyoming corporation ("WYOG").
WITNESSETH
WHEREAS, WYOG owns all of the outstanding stock of New Frontier Energy,
Inc., a Colorado corporation ("New Frontier"); and
WHEREAS, WYOG is the beneficial and record owner of an aggregate of
____________ shares of New Frontier common stock (the "New Frontier Shares"),
and
WHEREAS, WYOG has agreed to effect a pro rata distribution in the nature of
a stock dividend of the New Frontier Shares to all WYOG shareholders of record
(the "WYOG Shareholders") on June 30, 2003 (the "Record Date,"); and
WHEREAS, the New Frontier Shares cannot be distributed to the WYOG
Shareholders until such shares have been registered with the Securities and
Exchange Commission; and
WHEREAS, in order to effect the distribution of the New Frontier Shares to
the WYOG Shareholders, WYOG has agreed to transfer the New Frontier Shares to be
held in trust, for the benefit of the WYOG Shareholders pending the registration
of such shares.
NOW THEREFORE, in consideration of the premises and the covenants and
agreements herein below set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Name of Trust and Beneficiaries.
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This trust may be known as The Wyoming Oil & Minerals, Inc. Trust. It is
created for the sole benefit of the WYOG Shareholders as of the Record Date.
2. Transfer of Stock to Trustee.
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(a) WYOG hereby transfers and assigns to the Trustee all stock
certificates for the New Frontier Shares. All such stock certificates shall
be endorsed, or accompanied by such instruments of transfer as to enable
the Trustee to cause such stock certificates to be transferred into the
name of the Trustee, as hereinafter provided. On receipt by the Trustee of
the stock certificates for any such shares and their transfer into the name
of the Trustee, the Trustee shall hold them in trust for the benefit of the
WYOG Shareholders, their successors or permitted assigns, subject to the
terms of this Agreement. The effective date of the transfer of the New
Frontier Shares to the Trustee shall be the Record Date.
(b) All certificates for New Frontier Shares transferred and delivered
to the Trustee pursuant to this Agreement shall be surrendered by the
Trustee to New Frontier and cancelled, and new certificates for the New
Frontier Shares shall be issued to and held by the Trustee in the name of
"▇▇▇▇ ▇. ▇▇▇▇▇▇ as Trustee for the Wyoming Oil & Minerals, Inc. Trust."
(c) Trustee shall hold the New Frontier Shares for the benefit of the
WYOG Shareholders, pro rata in accordance with the number of WYOG shares
owned by them on the Record Date, each of whose pro rata interest in the
New Frontier Shares shall hereafter be referred to as a "Trust Interest."
3. Transfer of Trust Interest.
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(a) Permitted Transfers.
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Subject to the conditions and restrictions set forth in Section 3(b)
hereof, a Trust Interest holder may at any time transfer all or any portion
of its Trust Interest:
(i) To any members of such Trust Interest holder's Immediate
Family, where the term "Immediate Family" shall mean with respect to
any individual Trust Interest holder, the spouse, lineal descendants
(including adopted children), and spouses of the lineal descendants of
such Trust Interest holder;
(ii) To a trust the current beneficiaries of which are solely the
Trust Interest holder or members of the Trust Interest holder's
Immediate Family;
(iii) To an entity that is wholly owned by persons to whom Trust
Interests may be transferred under the foregoing paragraphs of this
Section 3(a);
(iv) In the case of a trust or entity described in Section
3(b)(ii) or Section 3(b)(iii), to any beneficiary or owner of such
trust or entity; or
(v) To the estate of the Trust Interest holder, provided that
under the terms of the estate the Trust Interests pass to, or are held
for the benefit of, persons to whom Trust Interests may have been
transferred directly by the Trust Interest holder under foregoing
paragraphs of this Section 3(b).
Any such transfer is referred to in this Agreement as a
"Permitted Transfer."
(b) Conditions to Permitted Transfers.
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A transfer shall not be treated as a Permitted Transfer under Section
3(a) hereof unless and until the following conditions are satisfied:
(i) The transferor and transferee shall execute and deliver to the
Trustee such documents and instruments of conveyance as may be
necessary or appropriate in the opinion of counsel to the Trustee
to effect or confirm such transfer and to confirm the agreement
of the transferee to be bound by the provisions of this
Agreement. In all cases, the Trustee shall be reimbursed by the
transferor and/or transferee for all costs and expenses that it
reasonably incurs in connection with such transfer. Upon the
recording of such transfer at the Trustee's principal office, on
the books of the Trustee, the Trustee may treat the registered
holder as owner thereof for all purposes.
(ii) Except in the case of a transfer of Trust Interests involuntarily
by operation of law, either (1) such Trust Interests shall be
registered under the Securities Act of 1933, as amended, and any
applicable state securities laws or (2) the transferor shall
provide an opinion of counsel, at transferor's expense, which
opinion and counsel shall be satisfactory to the Trustee, to the
effect that such transfer is exempt from all applicable
registration requirements and that such transfer will not violate
any applicable laws regulating the transfer of securities.
(c) Prohibited Transfers.
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Any purported transfer of a Trust Interest that is not a Permitted
Transfer shall be null and void and of no effect whatsoever. In the case of
a transfer or attempted transfer of a Trust Interest that is not a
Permitted Transfer, the parties engaging or attempting to engage in such
transfer shall be liable to indemnify and hold the Trust, the Trustee,
WYOG, New Frontier, and the other Trust Interest holders harmless from all
costs, liabilities, and damages that any of such indemnified persons or
entities may incur (including, without limitation, incremental tax
liability and lawyers' fees and expenses) as a result of such transfer or
attempted transfer and efforts to enforce the indemnity granted hereby.
(d) Rights and Duties of Transferor.
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Any Trust Interest holder who has transferred some or all of its Trust
Interest through a Permitted Transfer shall automatically cease (as of the
date of the Permitted Transfer) to have any rights as to the Trust
Interests transferred, and shall be relieved of all obligations and
liabilities hereunder with respect to such Trust Interests.
(e) Effective of Transfer.
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Upon completion of a Permitted Transfer as provided for herein and the
recording of such transfer by the Trustee at the Trustee's principal office
on the books of the Trustee, the Trustee may treat the registered holder as
owner thereof for all purposes. The Trustee shall not be required to
recognize any transfer of a Trust Interest not made in accordance with the
provisions hereof.
4. Distribution.
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Upon the registration of the New Frontier Shares with the Securities and
Exchange Commission, the Trustee shall take all actions reasonably necessary to
effectuate the distribution of the New Frontier Shares to the WYOG Shareholders
as of the Record Date, pro rata in accordance with such WYOG Shareholders' Trust
Interests ("the Distribution"). WYOG shall notify the Trustee in writing of the
due registration of the New Frontier Shares not later than three (3) business
days after receipt of an effective date for such registration.
5. Failure of Distribution.
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(a) If for any reason the Distribution has not been completed, in
whole or in part, in accordance with all applicable legal requirements
within 24 months of the date of this Agreement, then and in such event the
Trustee shall be authorized to sell any undistributed New Frontier Shares
("Undistributed New Frontier Shares") in any manner that the Trustee may
determine, in his sole judgment, to be commercially reasonable. Disposition
of the Undistributed New Frontier Shares may be made by public or private
proceedings and may be made by way of one or more contracts. Sale or other
disposition of the Undistributed New Frontier Shares may be made as a unit
or in divisional interests in such shares. In each event, the method,
manner, time, place and terms of such sale or other disposition shall be
determined by the Trustee. In no event shall the Trustee be personally
liable for any action taken or omitted to be taken under this Agreement
provided that such commission or omission does not constitute willful
misconduct or gross negligence.
(b) From the proceeds of the sale, the Trustee shall pay the
reasonable expenses incurred in selling the Undistributed New Frontier
Shares. The remaining proceeds of sale after such expenses have been paid
("Net Proceeds of Sale") shall then be distributed pro rata to the
registered holders of Trust Interests who did not receive a Distribution
(each a "Remaining Trust Interest Holder"), in such manner as to distribute
such Net Proceeds of Sale to the Remaining Trust Interest Holders as of the
Record Date ratably in accordance with the number of Undistributed New
Frontier Shares they would have been entitled to receive had a Distribution
been made to them.
(c) If the distribution of Net Proceeds of Sale to the Remaining Trust
Interest Holders at their last address of record fails as to any Remaining
Trust Interest Holder (each, a "Lost Holder") due to an incorrect address
of record or any other reason causing such monetary distribution attempt to
be undeliverable, then and in such event, the Trustee shall be authorized
to pay the reasonable expenses incurred in attempting to distribute the
undistributed Net Proceeds of Sale out of the balance of the undistributed
Net Proceeds of Sale. The remaining Net Proceeds of Sale after such
expenses have been paid ("Remaining Net Proceeds of Sale") shall then be
distributed to WYOG, to be held by WYOG until such time as a Lost Holder
may contact WYOG and prove to WYOG's satisfaction that said Lost Holder is
actually entitled to its pro rata distribution of the Remaining Net
Proceeds of Sale. This determination shall be made in the sole discretion
of WYOG. Should WYOG be dissolved prior to the full distribution of the
Remaining Net Proceeds of Sale, the Remaining Net Proceeds of Sale shall be
deposited with the Wyoming State Treasurer as more specifically provided
for in ss. 17-16-1440 of the Wyoming Statues, as such statute may be
amended from time to time.
6. Term and Termination.
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This Agreement shall terminate upon the earlier of (i) the completion by
the Trustee of the Distribution of the New Frontier Shares to the WYOG
Shareholders, pro rata, (ii) the completion by the Trustee of the sale or other
disposition of any Undistributed New Frontier Shares in accordance with
paragraph 5 and the distribution of the Net Proceeds of Sale to the WYOG
Shareholders, pro rata, or (iii) the completion and consummation by the Trustee
of such other actions as shall have been approved by the WYOG Shareholders
owning at least a majority of the New Frontier Shares (a "WYOG Shareholder
Approved Action") subject to and in accordance with the terms and conditions of
such WYOG Shareholder Approved Action.
7. Termination Procedure.
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(a) Upon the termination of this Agreement at any time, as provided
for herein, the Trustee, at such time as he may choose during the period
commencing 20 days before and ending 20 days after such termination, shall
mail written notice of such termination to any Remaining Trust Interest
Holders , at the addresses appearing on the Trustee's transfer books. After
the date specified in any such notice (which date shall be fixed by the
Trustee), the Trust Interests shall cease to have any effect, and their
holders shall have no further rights under this Agreement other than to
receive stock certificates for New Frontier Shares or other property
distributable under the terms hereof and upon the surrender of their
respective Trust Certificates, if issued.
(b) Within 30 days after the termination of this Agreement, the
Trustee shall deliver, to the registered holders of all Trust Interests at
their addresses appearing on the Trustee's transfer books, (1) certificates
for the number of New Frontier Shares represented thereby, upon the
surrender thereof properly endorsed, and provided such shares have been
duly registered with the Securities and Exchange Commission, or (ii)
payment in an amount equal to the registered holder's pro rata share of the
Net Proceeds of Sale of the New Frontier Shares.
8. Dividends.
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(a) Prior to the termination of this Agreement, the holder of each
Trust Interest shall be entitled to receive payments equal to the cash
dividends, if any, received by the Trustee upon a like number and class of
shares of New Frontier's capital stock as is called for by each such Trust
Interest. If any dividend in respect of the stock deposited with the
Trustee is paid, in whole or in part, in New Frontier's stock having
general voting powers, the Trustee shall likewise hold, subject to the
terms of this Agreement, the certificates for stock which are received by
him on account of such dividend. The holder of each Trust Interest
representing stock on which such stock dividend has been paid shall be
entitled to receive a Trust Interest issued under this Agreement for the
number of shares and class of stock received as such dividend with respect
to the shares represented by such Trust Interest. Trust Interest holders
entitled to receive the dividends described above shall be those registered
as such on the Trustee's transfer books at the close of business on the day
fixed by New Frontier for the taking of a record to determine those holders
of its stock entitled to receive such dividends, or if the Trustee has
fixed a date, as hereinafter in this paragraph provided, for the purpose of
determining the holders of Trust Interests entitled to receive such payment
or distribution, then registered as such at the close of business on the
date so fixed by the Trustee.
(b) If any dividend in respect of the stock deposited with the Trustee
is paid other than in cash or in capital stock having general voting
powers, then the Trustee shall distribute the same among the holders of
Trust Interests registered as such at the close of business on the day
fixed by the Trustee for taking a record to determine the holders of Trust
Interests entitled to receive such distribution. Such distribution shall be
made to such holders of Trust Interests ratably, in accordance with the
number of shares represented by their respective Trust Interests.
(c) The Trustee may temporarily close its transfer books for a period
not exceeding 20 days preceding the date fixed for the payment or
distribution of dividends or the distribution of assets or rights, or at
any other time in the Trustee's discretion. In lieu of providing for the
closing of the books against the transfer of Trust Interests, the Trustee
may fix a date not exceeding 20 days preceding any date fixed by New
Frontier for the payment or distribution of dividends, or for the
distribution of assets or rights, as a record date for the determination of
the holders of Trust Interests entitled to receive such payment or
distribution. The holders of Trust Interests of record at the close of
business on such date shall exclusively be entitled to participate in such
payments or distribution.
(d) In lieu of receiving cash dividends upon the capital stock of New
Frontier and paying the same to the holders of Trust Interests pursuant to
the provisions of this Agreement, the Trustee may instruct New Frontier in
writing to pay such dividends to the holders of the Trust Interests
directly. Upon receipt of such written instructions, New Frontier shall pay
such dividends directly to the holders of the Trust Interests. Upon such
instructions being given by the Trustee to New Frontier, and until revoked
by the Trustee, all liability of the Trustee with respect to such dividends
shall cease. The Trustee may at any time revoke such instructions and by
written notice to New Frontier direct it to make dividend payments to the
Trustee.
9. Subscription Rights.
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If any stock or other securities of New Frontier are offered for
subscription to the holders of its capital stock deposited hereunder, the
Trustee, promptly upon receipt of notice of such offer, shall mail a copy
thereof to each holder of the Trust Interests. Upon receipt by the Trustee, at
least five days prior to the last day fixed by New Frontier for subscription and
payment, of a request from any such registered holder of Trust Interests to
subscribe in his behalf, accompanied by the sum of money required to be paid for
such stock or securities in collectible funds (not in excess of the amount
subject to subscription in respect of the shares represented by the Trust
Interest held by such certificate holder), the Trustee shall make such
subscription and payment. Upon receiving from New Frontier the certificates for
shares or securities so subscribed for, the Trustee shall issue to such holder a
Trust Interest in respect thereof if the shares or securities received have
general voting powers. If, however, the shares or securities do not have general
voting powers, the Trustee shall mail or deliver such securities to the
certificate holder in whose behalf the subscription was made, or may instruct
New Frontier to make delivery directly to the certificate holder entitled
thereto.
10. Dissolution of New Frontier.
--------------------------------
In the event of the dissolution or total or partial liquidation of the
Company, whether voluntary or involuntary, the Trustee shall receive the moneys,
securities, rights, or property to which the holders of New Frontier's capital
stock deposited hereunder are entitled, and shall distribute the same among the
registered holders of Trust Interests in proportion to their interests, as shown
by the books of the Trustee. Alternatively, the Trustee may in his discretion
deposit such moneys, securities, rights, or property with any Federally insured
bank or trust company doing business in Denver, Colorado, with authority and
instructions to distribute the same as above provided, and upon such deposit all
further obligations or liabilities of the Trustee in respect of such moneys,
securities, rights, or property so deposited shall cease.
11. Reorganization of New Frontier.
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If New Frontier is merged into or consolidated with another corporation, or
all or substantially all of its assets are transferred to another corporation,
then in connection with such transfer the term "New Frontier" for all purposes
of this Agreement shall be deemed to include such successor corporation, and the
Trustee shall receive and hold under this Agreement any stock of such successor
corporation received on account of the ownership, as Trustee hereunder, of the
stock held hereunder prior to such merger, consolidation, and transfer. Trust
Certificates issued and outstanding under this Agreement at the time of such
merger, consolidation, or transfer, if any, may remain outstanding, or the
Trustee may, in his discretion, substitute for such Trust Certificates new Trust
Certificates in appropriate form, and the terms "stock" and "capital stock" as
used herein shall be taken to include any stock which may be received by the
Trustee in lieu of all or any part of the New Frontier's capital stock.
12. Powers of Trustee.
----------------------
(a) Until the actual delivery to the holders of Trust Interests issued
hereunder of stock certificates in exchange for such Trust Interests, and
until the surrender of any issued and outstanding Trust Certificates for
cancellation, the Trustee shall have the right, subject to the provisions
of this paragraph hereinafter set forth, to exercise, in person or by his
nominees or proxies, all stockholders' voting rights and powers in respect
of all stock deposited hereunder, and to take part in or consent to any
corporate or stockholders' action of any kind whatsoever. The right to vote
shall include the right to vote for the election of directors, and in favor
of or against any resolution or proposed action of any character
whatsoever, which may be presented at any meeting or require the consent of
New Frontier's stockholders. Without limiting such general right, it is
understood that such action or proceeding may include, upon terms
satisfactory to the Trustee or to his nominees or proxies thereto appointed
by him, mortgaging, creating a security interest in, and pledging of all or
any part of New Frontier's property, the lease or sale of all or any part
of its property, for cash, securities, or other property, and the
dissolution of New Frontier, or its consolidation, merger, reorganization,
or recapitalization.
(b) In voting the stock held by him hereunder either in person or by
his nominees or proxies, the Trustee shall exercise his best judgment to
select suitable directors of New Frontier, and shall otherwise, insofar as
he may as a stockholder of New Frontier, take such part or action in
respect to the management of its affairs as he may deem necessary so as to
be kept advised on the affairs of New Frontier and its management. In
voting upon any matter that may come before him at any stockholders'
meeting, the Trustee shall exercise like judgment. The Trustee, however,
shall not be personally liable for any action taken pursuant to his vote or
any act committed or omitted to be done under this Agreement, provided that
such commission or omission does not amount to willful misconduct on his
part and that he at all times exercises good faith in such matters.
13. Liability of Trustee.
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It is the intention of the parties that the Trustee has unfettered
discretion to vote the New Frontier Shares as he deems appropriate. No Trustee
shall be liable to any WYOG Shareholder or any other person for any loss arising
out of or in connection with his voting of any of the New Frontier Shares or any
other action or inaction as Trustee hereunder, unless such loss was caused by
his gross negligence or willful misconduct. The Trustee may consult with counsel
of his choice, and shall have full and complete authorization and protection for
any action taken or suffered by the Trustee under this Agreement in food faith
and in accordance with the opinion of such counsel.
14. Resignation of Trustee.
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(a) The Trustee shall have the right to resign as Trustee hereunder at
any time by notice to WYOG and the Trust Interest holders, such resignation
to be effective at such time as a successor Trustee accepts the terms of
this Agreement pursuant to Section 14(c).
(b) In the event of the resignation or inability of the Trustee to
serve for any reason, the successor to the Trustee shall be the person
appointed by the Trustee to serve as successor to the Trustee. Should the
Trustee cease to serve or become incapacitated without having appointed a
successor, the holders of Trust Interests shall hold a meeting within sixty
(60) days after the Trustee ceases to serve or is incapacitated for the
purpose of electing a successor Trustee, or as soon thereafter as
practicable. Notice of such meeting shall be delivered to each Trust
Interest holder not less than ten (10) days prior thereto. In that event,
the successor to the Trustee shall be the person appointed by the
affirmative vote of the holders of a majority of the then outstanding Trust
Interests.
(c) Any person appointed as a successor Trustee hereunder shall become
a Trustee only upon written acceptance of and agreement to be bound by, the
terms and conditions of this Agreement and the rights, powers, duties and
obligations of the Trustee hereunder, and the delivery of such acceptance
to the preceding Trustee, if reasonably possible, and the Trust Interest
holders. Each successor Trustee shall have the same rights, powers, duties
and obligations as the Trustee whom such successor succeeds.
15. Compensation and Reimbursement of Trustee.
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The Trustee shall serve without compensation. The Trustee shall, however,
have the right to incur and pay such reasonable expenses and charges, to employ
and pay such agents, attorneys, and counsel as he/it may deem necessary and
proper to effectuate this Agreement. All such expenses or charges incurred by
and due to the Trustee may be deducted pro rata from the dividends or other
moneys or property received by him on the stock deposited hereunder. Nothing
herein contained shall disqualify the Trustee or successor Trustees, or
incapacitate him or them from serving New Frontier or any of its affiliates or
subsidiaries as officer or director, or in any other capacity, and in any such
capacity receiving compensation.
16. Notice.
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(a) Unless otherwise specifically provided herein, any notice to or
communication with the holders of the Trust Interests hereunder shall be
deemed to be sufficiently given or made if enclosed in postpaid envelopes
(regular not registered mail) addressed to such holders at their respective
addresses appearing on the Trustee's transfer books, and deposited in any
post office or post office box. The addresses of the holders of Trust
Interests, as shown on the Trustee's transfer books, shall in all cases be
deemed to be the addresses of Trust Interest holders for all purposes under
this Agreement, without regard to what other or different addresses the
Trustee may have for any Trust Interest holder on any other books or
records of the Trustee. Every notice so given shall be effective, whether
or not received, and the date of mailing shall be the date such notice is
deemed given for all purposes.
(b) Any notice to New Frontier hereunder shall be sufficient if
enclosed in a postpaid envelope and sent by registered mail to New Frontier
at such other address as New Frontier may designate by notice in writing to
the Trustee.
(c) Any notice to the Trustee hereunder may be enclosed in a postpaid
envelope and sent by registered mail to the Trustee, addressed to him at
such addresses as he may from time to time furnish in writing to New
Frontier.
(d) All distributions of cash, securities, or other property hereunder
by the Trustee to the holders of Trust Interests may be made, in the
Trustee's discretion, by mail (regular or registered mail, as the Trustee
may deem advisable), in the same manner as hereinabove provided for the
giving of notices to the holders of Trust Interests or by the use of a
Transfer Agent as provided for herein.
17. Entire Agreement.
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This Agreement supersedes all prior agreements between the parties relating
to its subject matter. There are no other understandings or agreements between
them concerning the subject matter.
18. Non-Waiver.
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No delay or failure by a party to exercise any right under this Agreement,
and no partial or single exercise of that right, shall constitute a waiver of
that or any other right, unless otherwise expressly provided herein.
19. Headings.
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Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.
20. Governing Law; Venue.
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This Agreement shall be construed in accordance with the laws of the State
of Colorado. Any action or proceeding against any party arising out of, or
relating in any way to this Agreement shall be brought and enforced only in a
court of competent jurisdiction in any local, state, or federal court located
within the City and County of Denver, Colorado. Each of the WYOG Shareholders
irrevocably submits to the jurisdiction of each such court in respect of any
such action or proceeding, regardless of his residence. Each of the WYOG
Shareholders irrevocably waives, to the fullest extent permitted by applicable
law: (i) any objection that such party may now or hereafter have to the laying
of venue of any such action or proceeding in the State of Colorado; and (ii) any
claim that any such action or proceeding brought in any such court has been
brought in any inconvenient forum.
21. Fax/Counterparts.
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This Agreement may be executed by telex, telecopy or other facsimile
transmission, and may be executed in counterparts, each of which shall be deemed
an original, but all of which shall together constitute one agreement.
22. Binding Effect.
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The provisions of this Agreement shall be binding upon and inure to the
benefit of each of the parties and their respective legal representatives,
successors and assigns.
23. Transfer Agent.
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Notwithstanding anything in this Agreement to the contrary, the Trustee may
employ one or more Transfer Agents to assist in Trustee's notification or
distribution obligations found herein, including, but not limited to, (1) any
transfer associated with the Distribution, (2) any distribution of dividends,
(3) any distribution of Net Proceeds of Sale, or (4) any distribution of Trust
Certificates.
24. Continuation of Trust.
--------------------------
The death, insolvency, or incompetency of a WYOG Shareholder, or the
transfer of Trust Interests, shall not terminate the Trust, or entitle the legal
representative of the WYOG Shareholder, or the transferee, to any accounting or
to any legal action against the Trust property or the Trustee. Upon the death,
insolvency, or incompetency of a WYOG Shareholder, his legal representatives
shall succeed as a WYOG Shareholder, and shall be bound by the provisions of
this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
Date: June 6, 2003
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TRUSTEE:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Trustee
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WYOMING OIL & MINERALS, INC.
a Wyoming Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Chairman
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