Trust Agreement



TRUST
AGREEMENT

THIS
AGREEMENT is made effective the 5th day of July, 2004.

BETWEEN:


Triton Resources, Inc., a
company duly incorporated under the laws of the State of Nevada and
having an office at 7363 146 A Street, Surrey, British Columbia, V3S
8Y8.

(hereinafter called “Triton”)


OF THE FIRST PART

AND:


Perry Augustson,
businessman, having an office at 7363 146 A Street, Surrey, British
Columbia, V3S 8Y8..

(hereinafter called “Trustee”)


OF THE SECOND PART

WHEREAS:

	Triton
	is desirous of purchasing the rights of a certain mineral Claim in
	the Province of British Columbia but does not wish to incur the cost
	or liability incurred through the establishment of a subsidiary
	foreign corporation at this early stage of its corporate
	development;

	
	
	Trustee is willing and legally
	capable of acting as a trustee for Triton to hold the mineral Claim
	on behalf of Triton until such time as the initial three phase
	exploration program is completed and the Company is properly able to
	evaluate the merits of owning the Claim in its own name or that of a
	subsidiary;

	
	
	Triton and the Trustee are
	prepared to enter into a purchase and royalty agreement with Decoors
	Mining Corp., a company duly
	incorporated under the laws of the Province of British Columbia who
	is at arms-length from Triton and who is the sole beneficial owner
	of 100% of the right, title and interest in and to the Gold Bottom
	Claim, which is situated in the Atlin Mining Division, British
	Columbia, which mining Claim is more particularly described in
	Schedule “A” attached hereto (hereinafter called the
	“Claim”); and

	
	
	Triton and the Trustee now wish to
	enter into a trust agreement whereby Trustee would hold title in
	trust for Triton to the Claim on the terms and conditions as
	hereinafter set forth.




NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the mutual promises, covenants and agreements herein
contained, the parties hereto agree as follows:

	
	Representation and Warranties

		
		Triton represents and warrants to
		Trustee that:

			
			Triton is a body corporate duly incorporated,
			organized and validly subsisting under the laws of its
			incorporating jurisdiction; and

			
	
			Triton has full power and authority to carry
			on its business and to enter into this Agreement and any agreement
			or instrument referred to or contemplated herein.

		


		
	
		Trustee represents and warrants to Triton:

			
			Trustee is legally capable and has the full
			power and authority to carry on as a trustee and to hold the
			mineral Claim as a trustee on behalf of Triton and to enter this
			Agreement any agreement or instrument referred to or contemplated
			herein.

		


		
	
		The representation and warranties hereinbefore
		set out are conditions on which the parties have relied in entering
		into this Agreement and each party will indemnify and save the
		other party harmless from all loss, damage, costs, actions and
		suits arising our of or in connection with any breach or any
		representation, warranty, covenant, agreement or condition made by
		the other party and contained herein.

	


	
	
	Termination

		
		This Agreement will terminate on:

			
			January 1, 2006 unless on or before that
			date, Triton or Trustee terminates in writing this Agreement; and

			
	
			The date on which Triton incorporates a
			British Columbia subsidiary to hold Triton's interest in the Claim
			and transfers such interest to the subsidiary.

		


	


	
	
	Covenants
	of Triton

		
		Triton will keep the Claim free and clear of
		all liens, charges and encumbrances arising from their operations
		hereunder and in good standing by the doing and filing of all
		necessary work and by the doing of all other acts and things and
		making all other payments which may be necessary in that regard.

	


	
	
	Covenants
	of Trustee

		
		Trustee will not do any act or thing which
		would or might in any way adversely affect the rights of Triton
		hereunder.

	


	
	
	Further
	Assurances

		
		The parties hereto agree that they and each of
		them will execute all documents and do all acts and things within
		their respective powers to carry out and implement the provisions
		or intent of this Agreement.

	


	
	
	Notice

		
		Any notice,
		direction or other instrument required or permitted to be given
		under this Agreement will be in writing and will be given by the
		delivery or facsimile transmission or the same or by mailing the
		same by prepaid registered or certified mail in each case addressed
		as follows:

			
			if to Triton Resources, Inc.
7363
			146 A Street,
Surrey, British Columbia
Canada V3S 8Y8

			
	
			if to Perry Augustson
7363 146 A
			Street,
Surrey, British Columbia
Canada V3S 8Y8

		


		
	
		Any notice, direction or other
		instrument aforesaid will, if delivered by courier or facsimile
		transmission, be deemed to have been given and received on the next
		business day following the day on which it was delivered or sent by
		facsimile, and if mailed, be deemed to have been given and received
		on the fifth business day following the day of mailing, except in
		the event of disruption of the postal services in which event
		notice will be deemed to be received only when actually received.

		
	
		Any party at any time give to the
		other notice in writing of any change of address of the party
		giving such notice and from and after the giving of such notice,
		the address or addresses of such party for the purpose of giving
		notice hereunder.

	


	
	
	Headings

		
		The headings to the respective sections herein
		will not be deemed part of this Agreement but will be regarded as
		having been used for convenience only.

	


	
	
	Enurement

		
		This Agreement will enure to the benefit of
		and be binding upon the parties hereto and their respective
		successors and permitted assigns.

	


	
	
	Terms

		
		The terms and provisions of this Agreement
		shall be interpreted in accordance with the laws of British
		Columbia.

	


	
	
	Entire
	Agreement

		
		This agreement constitutes the entire
		agreement between the parties and replaces and supersedes all prior
		agreements, memoranda, correspondence, communications, negotiations
		and representations, whether verbal or written, express or implied,
		statutory or otherwise between the parties with respect to the
		subject matter herein.

	


	
	
	Time of
	Essence

		
		Time will be of the essence in this Agreement.

	


	
	
	Enforcement
	of Agreement

		
		The covenants, promises, terms and conditions
		contained herein will be binding upon the parties jointly and
		severally any may be enforced by each as against each other
		interests.

	






IN WITNESS WHEREOF the
parties hereto have executed this Agreement as of the day and year
first above written.






	
			Triton
			Resources, Inc.

			Per:


			/s/ P. Augustson

			Perry
			Augustson

			
			Perry
			Augustson

			


			


			/s/ P. Augustson

			Perry
			Augustson

		






	
			Witness

			


			

			_______________________

			Signature of
			Witness

			
			


			

			


			

			________________________

			Printed Name
			of Witness

		







This is Schedule “A” to a
Trust Agreement made as of the 5th day of July, 2004
between Triton Resources, Inc. and Perry Augustson.

	
				Claim
				Name

				
				Tenure
				Number

				
				Expiry
				Date

			
	
				GB 6

				
				411413

				
				2005.06.20