Exhibit 10.5


                                LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (this "Agreement") is entered into effective as
of the 11th day of September, 2003 (the "Effective Date"), by and between The
Bank of New York, a New York banking corporation ("Licensor"), World Gold
Council, a not-for-profit association established under Swiss law and World Gold
Trust Services, LLC, a Delaware limited liability company and wholly-owned
subsidiary of World Gold Council (collectively "Licensee").

         WHEREAS, Licensor and Licensee (each a "Party," and collectively, the
"Parties") are entering into this Agreement, together with a certain Settlement
Agreement dated September 11, 2003 (the "Settlement Agreement"), in connection
with the settlement of certain claims between the Parties; and

         WHEREAS, in connection with such settlement, Licensee wishes to obtain
a license under certain of Licensor's patent rights, and Licensor wishes to
grant such license subject to the terms and conditions of this Agreement.

         NOW THEREFORE, for the sum of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

1.       CERTAIN DEFINITIONS.

         For the purposes of this Agreement, the following terms have the
following meanings:

         "Licensor Patent Rights" means any patents and patent applications (and
         all related know-how and trade secrets) of Licensor, anywhere in the
         world, that cover securitized gold products and that exist as of the
         Effective Date or are filed or issued thereafter, including but not
         limited to U.S. Provisional Patent Application Serial No. [redacted],
         filed on [redacted], and entitled "[redacted]."

         "Licensed Product" means any securitized gold financial product that is
         sold, sponsored or issued by: (I) Licensee, or (II) any entity over
         which Licensee has ownership or control, directly or indirectly, of
         more than fifty percent (50%) of the voting securities of such entity
         (or, in the case of a noncorporate entity, equivalent interests). For
         the purposes of clarity, the Licensed Products do not include any
         products involving the securitization of any commodity other than gold.

2.       LICENSE.

         Subject to the terms and conditions of this Agreement, Licensor grants
         Licensee a perpetual, world-wide, non-exclusive, non-transferable
         (except as provided in Section 7.2) license under the Licensor Patent
         Rights solely for the purposes of establishing, operating and marketing
         Licensed Products (the "License"). The License includes the limited
         right of Licensee to grant sublicenses to its partners, joint
         venturers, trustees, custodians and agents, but only in connection with
         their establishment, operation and marketing of Licensed Products.
         Except as expressly provided in this Section 2, no



         license or other rights with respect to the Licensor Patent Rights or
         other intellectual property rights of Licensor are granted to Licensee.

3.       LICENSE BACK TO LICENSOR.

         Subject to the terms and conditions of this Agreement, Licensee grants
         Licensor a perpetual, world-wide, non-exclusive, non-transferable
         license under Licensee's patents, patent applications and other
         intellectual property rights, with the right to grant sublicenses,
         solely for the purposes of establishing, operating and marketing
         financial products involving the securitization of any commodity,
         including but not limited to gold. Except as expressly provided in this
         Section 3, no license or other rights with respect to the patents,
         patent applications or other intellectual property rights of Licensee
         are granted to Licensor.

4.       COVENANT AND ACKNOWLEDGEMENT OF RIGHTS.

         4.1.  Promptly after the Effective Date, Licensee will formally abandon
               any attempt to file any United States or foreign patent
               applications based on U.S. Provisional Patent Application Serial
               No. 60/429,489 filed on November 27, 2002, as well as any other
               patent applications based thereon.

         4.2.  Licensee will not directly or indirectly: (I) oppose any of the
               Licensor Patent Rights (including, but not limited to, by
               directly or indirectly initiating or participating in any action
               of any kind challenging any of the Licensor Patent Rights,
               claiming any right or interest in any of the Licensor Patent
               Rights (other than the License), or otherwise interfering with
               Licensor's use and enjoyment of any of the Licensor Patent
               Rights), (II) dispute the validity or enforceability of any
               patent within the Licensor Patent Rights or any of the claims
               thereof, (III) assist any other person to do any of the foregoing
               (except if required by court order or subpoena), or (IV) initiate
               or participate in any action of any kind against Licensor or any
               third party who is partner, joint venturer, licensee, agent or
               employee of Licensor based on their establishing, operating
               and/or marketing products anywhere in the world involving the
               securitization of any commodity, including gold. Any violation of
               this Section 4.2 will constitute a material breach of this
               Agreement.

5.       TERM AND TERMINATION.

         The term of this Agreement is perpetual, provided, however, that either
         Party may terminate this Agreement on thirty (30) days prior, written
         notice to the other Party in the event that such other Party materially
         breaches this Agreement or the Settlement Agreement and fails to cure
         such other breach within such thirty (30) day period. Upon any
         termination or expiration of this Agreement, all rights and obligations
         under this Agreement (including Licensee's rights under the License)
         will immediately terminate.



6.       WARRANTIES.

         Licensor and Licensee each represents and warrants to the other: (I)
         that it has the requisite power and authority to enter into this
         Agreement; (II) that it has duly executed and delivered this Agreement;
         and (III) that this Agreement constitutes its valid and binding
         obligation enforceable against it, in accordance with the terms of this
         Agreement. EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
         OTHER THAN THOSE EXPRESSLY STATED IN THIS ARTICLE 6.

7.       MISCELLANEOUS PROVISIONS.

         7.1.  TECHNOLOGY TRANSFER. Neither party shall have any obligation
               under this Agreement to provide the other with any transfer of
               technology, know-how or information, or any training or
               consulting of any kind, with respect to the patents and other
               intellectual property licensed by it hereunder.

         7.2.  ASSIGNMENT. Licensee may not assign or otherwise transfer any
               right or obligation under this Agreement without the prior
               written consent of Licensor, except that Licensee may assign or
               otherwise transfer the entire Agreement and all rights and
               obligations hereunder in connection with: (I) the merger or
               consolidation of Licensee with or into a third-party trade
               association primarily engaged in the business of stimulating
               demand for a precious metal commodity, (II) the sale to such a
               trade association of a controlling interest in Licensee's stock
               or other equity interests, (III) the sale of all or substantially
               all of Licensee's assets to such a trade association, and (IV) a
               restructuring of Licensee pursuant to which World Gold Council
               (and not any successor or assign of them) continue to own more
               than 50% of the voting securities of (or, in the case of a
               noncorporate entity, equivalent interests), and the economic
               interest in, the assignee or transferee. This Agreement is
               binding on and inures to the benefit of the Parties and their
               permitted successors and assigns. Any attempted assignment or
               other transfer of rights under this Agreement in violation of
               this Section 7.2 will be void.

         7.3.  GOVERNING LAW. This Agreement will be governed by and construed
               under the laws of the State of New York, without reference to any
               choice of law rules (except that questions affecting the
               construction and effect of any patent will be determined by the
               law of the country in which the patent was granted).

         7.4.  EXCLUSIVE JURISDICTION AND VENUE. Any action brought by either
               Party that arises out of or relates to this Agreement will be
               filed only in the state or federal courts located in New York
               County, New York. Each Party irrevocably submits to the
               jurisdiction of those courts. Each Party waives any objections
               that it may have now or in the future to the jurisdiction of
               those courts, and also waives any claim that it may have now or
               in the future that litigation brought in those courts has been
               brought in an inconvenient forum.



         7.5.  ENTIRE AGREEMENT. This Agreement together with the Settlement
               Agreement sets forth the entire agreement of the Parties as to
               its subject matter and supercedes all prior agreements,
               negotiations, representations, and promises between them with
               respect to its subject matter. To the extent that there is a
               conflict between the terms of this Agreement and the terms the
               Settlement Agreement, then the terms of this Agreement shall
               govern.

         7.6.  UNENFORCEABLE PROVISIONS. If any provision of this Agreement is
               held unenforceable by a court of competent jurisdiction, the
               other provisions will remain in full force and effect. If legally
               permitted, the unenforceable provision will be replaced with an
               enforceable provision that as nearly as possible gives effect to
               the Parties' intent.

         7.7.  RELATIONSHIP OF THE PARTIES. Each Party is an independent
               contractor of the other Party. Nothing in this Agreement creates
               a partnership, joint venture or agency relationship between the
               Parties.

         7.8.  NOTICES. A notice under this Agreement is not sufficient unless
               it is: (I) in writing; (II) addressed using the contact
               information listed below for the Party to which the notice is
               being given (or using updated contact information which that
               Party has specified by written notice in accordance with this
               Section); and (III) sent by hand delivery, facsimile
               transmission, registered or certified mail (return receipt
               requested), or reputable express delivery service with tracking
               capabilities (such as Federal Express).

               Contact Information                 Contact Information
                 for Licensor:                       for Licensee:

               The Bank of New York                World Gold Council
               One Wall Street                     45 Pall Mall
               New York, NY  10286                 London SW1Y 5JG
               Attn:  Timothy Keaney               United Kingdom
                                                   Attn:  James E. Burton

         7.9.  AMENDMENTS. This Agreement may not be amended unless the
               amendment is in writing and signed by authorized representatives
               of both Parties.

         7.10. WAIVERS. A waiver of rights under this Agreement will not be
               effective unless it is in writing and signed by an authorized
               representative of the Party that is waiving the rights.

         7.11. COUNTERPARTS. The Parties may execute this Agreement by signing
               separate copies of the signature page. A facsimile copy of the
               signature page will have the same effect as the original.

                            (signature page follows)



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.


THE BANK OF NEW YORK


By: /s/ Allen R. Murray
   -----------------------------------

Name: Allen R. Murray
     ---------------------------------

Title: Managing Director
      --------------------------------

Date: September 12, 2003
     ---------------------------------


WORLD GOLD COUNCIL


By:/s/ James E. Burton
   -----------------------------------

Name: James E. Burton
     ---------------------------------

Title: CEO
      --------------------------------

Date: September 11, 2003
     ---------------------------------


WORLD GOLD TRUST SERVICES, LLC


By: /s/ J. Stuart Thomas
   -----------------------------------

Name: J. Stuart Thomas
     ---------------------------------

Title: Managing Director
      --------------------------------

Date: September 11, 2003
     ---------------------------------