Filed by sedaredgar.com - Chancery Resources Inc. - Exhibit 10.6






TRUST AGREEMENT

THIS AGREEMENT is made effective November 6, 2008.

BETWEEN:

Chancery Resources, Inc, a
company duly incorporated under the laws of the State of Nevada 
and having
an office at 4400 Westgrove Drive, Suite 104, Dallas, Texas 75001

(hereinafter called “Chancery”)

OF THE FIRST PART

AND:

CB Resources Ltd. (formerly
Copper Belt Resources Ltd.), a company duly incorporated under 
the laws of
the Province of British Columbia and having an address at 575 – 1111 West
Hastings 
Street, Vancouver, British Columbia, V6E 2J3

(hereinafter called “Trustee”)

(collectively referred to as
“Parties”)

OF THE SECOND PART

WHEREAS:

	 	A. 	
      The Trustee is the recorded holder of certain mineral
      Claims in the Province of British Columbia, (collectively, the “Claims”)
      as listed in the Mining Acquisition Agreement between Chancery and the
      Trustee, dated November 6, 2008 (the “Property Agreement”).

	 	 	 
	 	B. 	
      Chancery, being a Nevada corporation cannot, under
      British Columbia laws, hold registered title to the Claims
  directly.

	 	 	 
	 	C. 	
      Chancery and the Trustee now wish to enter into a trust
      agreement whereby Trustee would hold registered ownership of the Claims in
      trust for Chancery 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, and in consideration for agreeing to enter into the Property
Agreement, the parties hereto agree as follows:

	1. Representation and Warranties




	 	1. 	Chancery represents and warrants to Trustee
      that: 







	 		a. 	
      Chancery is a body corporate duly incorporated, organized
      and validly subsisting under the laws of Nevada; and

	 	 	 	 
	 		b. 	
      Chancery has full power and authority enter into this
      Agreement and any agreement or instrument referred to or contemplated
      herein.

	 	 	 	 
	 	2. 	
      Trustee represents and warrants to Chancery that the
      Trustee is legally capable and has the full power and authority to carry
      on as a trustee and to hold the Claims as a trustee on behalf of Chancery
      and to enter this Agreement any agreement or instrument referred to or
      contemplated herein.

	 	 	 	 
	 	3. 	
      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 out of or in
      connection with any breach or any representation, warranty, covenant,
      agreement or condition made by the other party and contained
  herein.




	2. Termination 



	 	1. 	
      This Agreement will terminate on November 6, 2009
      unless on or before that date, Chancery terminates in writing this
      Agreement.

	 	 	 
	 	2. 	
      Trustee may terminate this Agreement and transfer the
      Claims to and into the name of CB Resources, if at any time Chancery fails
      to make any payment or file any assessment with a governmental or
      regulatory agencies as necessary to keep the Claims in good standing and
      Chancery agrees not to defend or dispute such
action.




	3. Covenants of Chancery 


Chancery will keep the Claims 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.

	4. Covenants of Trustee 



	 	1. 	
      Trustee will not do any act or thing which would or might
      in any way adversely affect the rights of Chancery hereunder.

	 	 	 
	 	2. 	
      Trustee will assist Chancery in making all necessary
      filings and payments required to be made by Chancery pursuant to section 3
      of this Agreement, including filings required to be made on or through the
      BC Mineral Titles Online website.

	 	 	 
	 	3. 	
      Trustee will transfer registered ownership of the Claims
      to Chancery or its authorized agent immediately on request made by
      Chancery, provided that Chancery will pay all transfer fees.

	 	 	 
	 	4. 	
      Trustee will promptly provide Chancery with any and all
      notices and correspondence from government or regulatory agencies in
      respect of the Claims.








	5. 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

	 	1. 	
      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:




	 	a. 	
      if to Chancery

	 	 	4400 Westgrove Drive, Suite 104, 
	 		
      Dallas, Texas 75001

	 	 	 
	 	b. 	
      if to Trustee

	 	 	575 – 1111 West Hastings Street, 
	 		
      Vancouver, British Columbia, V6E
2J3




	 	2. 	
      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.

	 	 	 
	 	3. 	
      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.




	6. 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.

	7. Enurement 


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

	8. Terms 


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

	9. Entire Agreement 


This agreement, together with the
Mining Acquisition Agreement dated November 6, 2008 referred to therein,
entered into between the parties concurrently herewith, 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.

	10. Time of Essence 


Time will be of the essence in this
Agreement.

	11. 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.

CHANCERY RESOURCES, INC.

	Per: 	/s/ signed	 
	 	 	 


President

 

CB RESOURCES LTD.

	Per: 	/s/ signed	 
	President