TRUST AGREEMENT

This TRUST AGREEMENTis entered into effective the 15th day of June, 2002 by and between Bryan L. Walker, as trustee ("Trustee"), and Basic Technologies, Inc., a Colorado corporation ("Basic").

WITNESSETH

WHEREAS, Basic has formed and organized as a wholly owned subsidiary Founders Industries, Inc., a Nevada corporation ("Founders" or the "Company"); and

WHEREAS, Basic transferred to Founders certain assets and certain liabilities which include Basic's interest in the following wholly-owned subsidiaries:  Yankee Development Corporation, a Texas corporation, Simpco, Inc., a Texas corporation, P & A Remediation, LLC, a Texas limited liability company, P & A Remediation, LLC, an Oklahoma limited liability company, Oilfield Junk.com, LLC, a Texas limited liability company, and Cyber Cities Technology, Inc., a Hawaii corporation (hereafter collectively the "Subsidiaries") in consideration for which Founders issued to Basic an aggregate of 8,198,356 shares of Founders common stock in a transaction calculated to qualify as a tax free reorganization under Section 351 of the Internal Revenue Code of 1986, as amended; and

WHEREAS, by virtue of the foregoing, Basic was and is the beneficial owner of an aggregate of 8,198,356 shares of Founders common stock (the " Founders Shares"), which Founders Shares correspond on a 1-for-1 basis with the total number of issued and outstanding shares of common 
stock of Basic of the Record Date as defined below; and

WHEREAS, Basic has agreed to effect a pro rata distribution in the nature of a stock dividend of the Founders Shares to all shareholders of record of Basic on February 8, 2002 (the "Shareholders" and the "Record Date," respectively); and

WHEREAS, in order to effect the distribution of the Founders Shares to the Shareholders (the "Distribution"), Basic has agreed to transfer the Founders Shares to be held, in trust, for the benefit of the Shareholders.

NOW THEREFORE, in consideration of the premises and the covenants and agreements hereinbelow 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. | Transfer of Stock to Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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| |    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2. | Trust Certificates.  The pro rata interest of each Shareholder in and to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate.  Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement.  If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein.  The Trust Certificates shall be in the following form:

No.  ____________                                __________________ Shares

Founders Industries, Inc.
A Nevada Corporation
Trust Certificate for Capital Stock

This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof.  The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued.  Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto.  Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied.

This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Bryan L. Walker, as Trustee, and his successors in trust, and various holders of similar certificates.  The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person.

In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee.

In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement.  Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates.

Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein.

This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed.  Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument.  Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes.  The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed.

This certificate shall not be valid for any purpose until duly signed by the Trustee.

The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.

IN WITNESS WHEREOFthe Trustee has signed this certificate on ____________________, 2002.

TRUSTEE:

(FORM OF ASSIGNMENT):

For value received, _____________________ hereby assigns the within certificate, and all rights and interests represented thereby, to _____________________ and appoints ___________________________ attorney to transfer this certificate on the books of the Trustee mentioned therein, with full power of substitution.

Dated:

(S E A L)

In presence of:  _______________________________________________

Note:  The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration, enlargement, or any change whatever.  All endorsements, in the discretion of the Trustee, shall be guaranteed by a bank or trust company satisfactory to the Trustee.

| | 3.                                                                                                                                          | Transfer of Certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4.                                                                                                                                          | Failure of Distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 5.                                                                                                                                          | Term and Termination.  This Agreement shall terminate upon the earlier of (i) the completion by the Trustee of the Distribution of the Founders Shares to the Basic Shareholders, pro rata, (ii) the completion by the Trustee of the sale or other disposition of the Founders Shares in accordance with paragraph 4 and the distribution of the net proceeds derived from such sale to the Basic Shareholders, pro rata, or (iii) the completion and consummation by the Trustee of such other actions as shall have been approved by the Shareholders owning at least a majority of the Founders Shares (a "Shareholder Approved Action") subject to and in accordance with the terms and conditions of such Shareholder Approved Action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 6.                                                                                                                                          | Termination Procedure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 7.                                                                                                                                          | Dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 8.                                                                                                                                          | Subscription Rights.  If any stock or other securities of the Company 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 the Company for subscription and payment, of a request from any such registered holder of Trust Interests to subscribe in his behalf, accompanied with the sum of money required to pay for such stock or securities (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 the Company 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 the Company to make delivery directly to the certificate holder entitled thereto.
| | 9.                                                                                                                                          | Dissolution of Company.  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 the Company'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 Boulder, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 10.                                                                                                                                         | Reorganization of Company.  If the Company 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 "Company" 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 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 Company's capital stock.                                                                                                                                                                                                                                                                                     
| | 11.                                                                                                                                         | Powers of Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 12.                                                                                                                                         | Transfer of Trust Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| | Each party hereto agrees that any transfer of Trust Interests shall be in accordance with all applicable federal and state securities laws.
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 13.                                                                                                                                         | Liability of Trustee.  It is the intention of the parties that the Trustee have unfettered discretion to vote the Trust Shares as he or she deems appropriate.  No Trustee shall be liable to Shareholder or any other person for any loss arising out of or in connection with his or her voting of any of the Trust Shares or any other action or inaction as Trustee hereunder, unless such loss was caused by his or her gross negligence or willful misconduct.  The Trustee may consult with counsel of his or her 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 15.                                                                                                                                         | Compensation and Reimbursement of Trustee.  The Trustee shall serve without compensation.  The Trustee shall 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 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 the Company or any of its subsidiaries as officer or director, or in any other capacity, and in any such capacity receiving compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                             | 16.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                             | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 17.                                                                                                                                         | Entire Agreement.  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.  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.  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 20.                                                                                                                                         | Governing Law.  This Agreement shall be construed in accordance with the laws of the State of Nevada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 21.                                                                                                                                         | Fax/Counterparts.  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.  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

IN WITNESS WHEREOFthe parties have executed this Agreement as of the date first above written.

Date:

| | TRUSTEE:                                                       | 
| | -------------------------------------------------------------- | 
| | __________________________________                             | 
| | Bryan L. Walker                                                | 
| |                                                                | 
| | BASIC TECHNOLOGIES, INC.                                       | 
| | By:______________________________
    Gary L. Brown, President |