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                                   EXHIBIT 4.1

                                 TRUST AGREEMENT
                       FOR THE BENEFIT OF THE SHAREHOLDERS
                           OF MEGA-C POWER CORPORATION

THIS TRUST AGREEMENT FOR THE BENEFIT OF THE SHAREHOLDERS OF MEGA-C POWER
CORPORATION is entered into effective as of the 31st day of December 2003
between:

       TAMBORIL CIGAR COMPANY, a business corporation organized and existing
       under the laws of Delaware, having its principal executive office at 100
       Caster Avenue, Vaughn, Ontario, Canada (the "Grantor")

                                     AND

       BENJAMIN RUBIN, an Ontario solicitor in good standing whose office
       address is 229 Russell Hill Road, Toronto, Ontario, Canada (the
       "Trustee")

                                 WITNESSES THAT:

       WHEREAS the Grantor wishes to establish a new trust under the name "Trust
for the Benefit of the Shareholders of Mega-C Power Corporation" and the Trustee
is willing to serve as trustee for the new trust pursuant to the terms and
conditions of this Agreement; and

       WHEREAS the Trust created hereby constitutes an essential element of a
business combination between the Grantor and Axion Power Corporation, a Canadian
Federal Corporation, which is more fully described in a Reorganization Agreement
of even date; and

       WHEREAS the parties to this Agreement intend at all times to conduct all
of their activities in strict compliance with requirements of the Securities Act
of 1933, the Securities Act (Ontario) and the letter and the spirit of all rules
and regulations adopted pursuant to such laws; and

       WHEREAS in the event of any conflict or inconsistency between the terms
of this Agreement and the requirements of such applicable laws or any rules and
regulations adopted thereunder, the requirements of such applicable laws, rules
and regulations shall have priority.

       NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual obligations and agreements herein set forth, the parties hereto covenant
and agree as follows:


                           ARTICLE 1 - INTERPRETATION

Section 1.1 Definitions In this Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following terms have the
meanings ascribed to them:

(a)      "Agreement" means this trust agreement made and entered into as of the
         day and year first above written, and any amendments hereto or
         restatements hereof.

(b)      "Applicable Laws" means any statute of the United States or Canada or
         of any State or Province together with any rules or regulations made
         thereunder, and the orders or rulings of any securities commission or
         other statutory authority or agency, in each case applicable to the
         Tamboril Shares.

(c)      "Grantor" means Tamboril Cigar Company and its successors or assigns
         under the terms of this Agreement.

(d)      "Mega-C" means Mega-C Power Corporation, an Ontario corporation.

(e)      "Mega-C Share" means one share of the no par value common stock of
         Mega-C.

(f)      "Mega-C Shareholder" means each person who can establish to the
         reasonable satisfaction of the Trustee that he is a record or
         beneficial owner of Mega-C Shares. For purposes of this definition, a
         person who can establish that he loaned money to a record or beneficial
         owner of Mega-C Shares under the terms of a secured note or other
         instrument that is presently in default shall be deemed to be the
         beneficial owner of the Mega-C Shares pledged as collateral for the
         loan.

(g)      "OSC" means the Ontario Securities Commission.

(h)      "SEC" means the United States Securities and Exchange Commission.

(i)      "Tamboril Shares" means 114,359,736 shares of the $.0001 par value
         common stock of the Grantor that have been issued and delivered to the
         Trustee upon the execution of this Agreement and constitute the entire
         corpus of the Trust.

(j)      "Trustee" means Benjamin Rubin, Esq. and his successors or assigns
         under the terms of this Agreement.

Section 1.2 Article and Section Headings Article and section headings are
included for convenience only and are not a part of this Agreement.

Section 1.3 Gender and Number Words importing the singular shall include the
plural and vice versa, and words importing gender shall include the masculine,
feminine and neuter genders.


                       ARTICLE 2 - ESTABLISHMENT OF TRUST

Section 2.1 Establishment of Trust The Grantor has delivered duly authenticated
stock certificates for 114,800,000 Tamboril Shares to the Trustee for the
express purpose of creating, constituting and settling a Trust for the benefit
of the Mega-C Shareholders. The Grantor warrants that the Tamboril Shares are
duly issued, fully paid and nonassessable shares of the Grantor's capital stock.
The Tamboril Shares shall constitute the entire corpus of the Trust, however the
Grantor reserves the right to augment the corpus of the Trust from time to time.
Except as specifically set forth in Article 11 which specifies the allowable
fees, charges and expenses of the Trustee, the Grantor shall not be obligated to
contribute money, additional Tamboril Shares or any other property to the Trust
at any time.

Section 2.2 Appointment of Trustee The Trustee acknowledges the receipt of stock
certificates for 114,359,736 Tamboril Shares and agrees to act as Trustee for
the benefit of the Mega-C Shareholders subject to the terms and conditions of
this Agreement. The Trustee is not a principal, participant or beneficiary of
the underlying business combination transaction that necessitates the creation
of the Trust. The Trustee shall be obligated only for the performance of such
duties as are specifically set forth in this Agreement and may rely and shall be
protected in acting or refraining from acting on any instrument believed by it
to be genuine and to have been signed or presented by the proper party or
parties, their officers, representatives or agents. The Trustee shall not be
liable for any action taken or omitted by it in good faith and believed by it to
be authorized hereby, nor for action taken or omitted by it in accordance with
the advice of its counsel. Trustee shall be responsible for holding,
distributing, selling and otherwise disposing of the Tamboril Shares pursuant to
the Agreement.

Section 2.3 Principal Office; Situs The principal office and situs of the
administration of this Trust and the Tamboril Shares deposited therein shall be
in Toronto, Ontario, Canada, at the principal executive office of the Trustee or
at such other location as shall be jointly designated by the Trustee.

Section 2.4 Purpose of Trust The purpose of the Trust is to preserve the
potential equitable interests of the Mega-C Shareholders in the lead-acid-carbon
battery technologies that the Grantor intends to develop while insulating the
Grantor from the potential litigation risks associated with the prior business
of Mega-C and the alleged unlawful activities of certain directors, officers and
stockholders of Mega-C.

                            ARTICLE 3 - TERM OF TRUST

Section 3.1 Term The Trust shall be created as of the date of this Agreement and
it shall continue to exist as a separate legal entity until all Tamboril Shares
held by the Trust have been:

(a) Distributed to Mega-C Shareholders in accordance with this Agreement;

(b) Sold by the Trustee in accordance with this Agreement; or

(c) Surrendered to the Grantor in accordance with this Agreement.

When all of the Tamboril Shares have been distributed, sold or surrendered
according to the provisions of this Agreement, the Trust shall terminate
forthwith.


                    ARTICLE 4 - ALLOCATION OF TAMBORIL SHARES

Section 4.1 Beneficial Economic Ownership of Tamboril Shares The number of
Tamboril Shares delivered to the Trustee pursuant to Section 2.1 represents
eight (8) Tamboril Shares for every Mega-C Share presently issued and
outstanding. Accordingly, each Mega-C Shareholder shall initially be the
beneficial economic owner of eight (8) Tamboril Shares for every Mega-C Share
owned by him.

Section 4.2 Reduction for Creditor Claims The number of Tamboril Shares
allocated to the Mega-C Shareholders as a group shall be subject to reduction in
the event that the Trustee receives a timely claim from a bona fide creditor of
Mega-C, and determines in good faith under the totality of the circumstances
that such creditor's claim is entitled to legal priority over the claims of the
Mega-C Shareholders under applicable law. Subject to the conditions precedent
set forth in Section 5.1, the Trustee shall have the unrestricted authority to
sell all or any portion of the Tamboril Shares and use the proceeds from such
sales to pay the full amount of all allowable creditors' claims before the
remaining Tamboril Shares are allocated among the Mega-C Shareholders. In that
event, beneficial economic ownership interest of each Mega-C Shareholder shall
be proportionally reduced.

Section 4.3 Reduction for Other Events The number of Tamboril Shares allocated
to a particular Mega-C Shareholder shall also be subject to reduction if and to
the extent that:

(a)      Any portion of the Mega-C Shares currently held by him are transferred
         to another Mega-C Stockholder pursuant to a final order of the OSC, the
         SEC or any court of competent jurisdiction;

(b)      Any portion of the Mega-C Shares currently held by him are surrendered,
         cancelled or forfeited pursuant to a final order of the OSC, the SEC or
         any court of competent jurisdiction;

(c)      He enters into a written agreement with the Grantor or the Trustee that
         provides that a portion of the Mega-C Shares held by him shall be
         treated as surrendered, cancelled or forfeited for purposes of the
         Trust.

Section 4.4 Reallocation Among Mega-C Shareholders The number of Tamboril Shares
allocated to a particular Mega-C Shareholder shall be increased if and to the
extent that any Mega-C Shares are transferred to him in the manner described in
Section 4.3(a). Except as set forth in this Section, no transfers of Mega-C
Shares other than transfers arising upon death, by operation of law or pursuant
to a qualified domestic relations order, shall be recognized by or binding on
the Trustee.

Section 4.5 Surrender of Tamboril Shares by Trustee In the event that the number
of Mega-C Shares allocable to a particular Mega-C Shareholder are reduced as a
direct result of an event specified in Sections 4.3(a) and (b), the Trustee
shall forthwith surrender and return to the Grantor eight (8) Tamboril Shares
for every Mega-C share that is surrendered, cancelled, forfeited or returned to
Mega-C, or treated as having been surrendered for purposes of the Trust.

Section 4.6 Final Determination of Beneficial Ownership When the conditions
precedent to distribution or sale specified in Section 5.1 have been fully
satisfied and the Trustee has made all of the adjustments required or permitted
by Article 4, the Trustee shall make a final determination respecting the number
of Mega-C Shares held by each Mega-C Shareholder and the number of Tamboril
Shares that are properly attributable to each Mega-C Share. The Trustee shall
not, however, be required to make a determination with respect to any Mega-C
Shareholder who is a party to a pending lawsuit, arbitration proceeding or
regulatory enforcement action that could increase or decrease the number of
Mega-C Shares held by him.


                   ARTICLE 5 - CONDITIONS PRECEDENT TO DISTRIBUTION OR SALE

Section 5.1 Conditions Precedent to Distribution or Sale With the exception of
transactions involving the surrender of Tamboril Shares to the Grantor pursuant
to Section 4.5, the Trustee shall not distribute, sell, dispose of or otherwise
deal with the Tamboril Shares until:

(a)      The trustee has confirmed that there are no pending lawsuits,
         arbitration proceedings or regulatory enforcement actions that would
         materially alter the respective ownership interests of a substantial
         number of Mega-C Shareholders;

(b)      The Trustee has confirmed that the Grantor has successfully completed
         preliminary beta testing of its E3Cell battery and made a decision to
         proceed with the second-stage commercial beta testing of its proposed
         products; and

(c)      The trustee has confirmed that the Grantor has properly registered the
         Tamboril Shares under the Securities Act of 1933, the Securities Act
         (Ontario) and the provisions of any other applicable laws for the
         purpose of allowing the Trustee to lawfully distribute or sell the
         Tamboril Shares in accordance with the terms of this Agreement.

For purposes of this Section, the Trustee shall be entitled to rely conclusively
on a certificate signed by a duly authorized executive officer of the Grantor
that the requirements of subsections (a), (b) and (c) above have been met. In
the absence of such a certificate, the Trustee shall be entitled to rely on its
own inquiries and investigations in determining whether each of the foregoing
requirements has been met. In connection with any such investigations, the
Trustee shall be entitled to rely conclusively on representations made in
reports and other documents that the Grantor files with the SEC and OSC.

Section 5.2 Notice of Pending Registration Within five (5) days after the filing
of a registration statement of the type specified in Section 5.1(c), the Grantor
shall notify the Trustee that the filings have been made and advise the Trustee
of the date when the Grantor expects to receive an order of effectiveness with
respect to such registration statement.

Section 5.3 Demand Registration Right If it appears to the Trustee that the
requirements of Sections 5.1(a) and (b) have been satisfied, but the Grantor has
failed to file the registration statements specified in Section 5.1(c), then the
Trustee shall have the right to demand that the Grantor promptly file the
required registration statements and exercise reasonable diligence to insure
that those registration statements become effective at the earliest practicable
date. If the Trustee makes such a demand and the Grantor fails or refuses to
file the required registration statements within 30 days, the Trustee shall be
entitled to institute an arbitration proceeding against the Grantor for the
purpose of compelling the Grantor to honor its' registration obligations.


               ARTICLE 6 - COMMUNICATION WITH MEGA-C SHAREHOLDERS

Section 6.1 Grantor to Develop Claim Procedures Within 30 days after the date of
this Agreement the Grantor shall deliver to the Trustee reasonably detailed
written instructions describing the claim procedures the Mega-C Shareholders
will be required to follow and the information and documentation the Mega-C
Shareholders will be required to provide in order to establish their eligibility
to receive distributions from the Trust. It is anticipated that the claim
procedures will require the Mega-C Shareholders to:

(a)      Provide reasonable personal information including the Mega-C
         Shareholder's name, mailing address, telephone number and taxpayer
         identification number;

(b)      Provide copies of all stock certificates, subscription agreements, loan
         agreements, assignments, letters and other documents that support the
         Mega-C Shareholder's ownership claim;

(c)  Provide   reasonably  a  detailed   description   of  the   transaction  or
     transactions  that resulted in the issuance or transfer of Mega-C Shares to
     the Mega-C Shareholder;  including the date of the transaction, the type of
     transaction,  a  description  of the  consideration  given  by  the  Mega-C
     Shareholder  in  connection  with the  transaction,  and,  in the case of a
     Mega-C  Shareholder  who has received  Mega-C Shares in  connection  with a
     resale, gift or other transaction that did not involve a direct issuance of
     Mega-C  Shares  by  Mega-C  for full and fair  value in the form of  money,
     property or services actually  rendered and fairly valued,  the identity of
     the other party or parties to the transaction;

(d)      Provide such other and further information and documentation as may be
         requested by the Trustee in the exercise of its reasonable discretion;
         and

(e)      Agree that as a condition of participation in the Trust the Mega-C
         Shareholder will forever settle and release any and all legal,
         equitable or other claims that he has against Mega-C, the Grantor, any
         property of the Grantor or any of the Grantor's officers, directors and
         agents that in any way arise from or relate to the prior operations of
         Mega-C or the activities of any director, officer or shareholder of
         Mega-C.

Section 6.2 Preparation of Disclosure Statement Within 60 days after the date of
this Agreement, the Trustee, in consultation with the Grantor, shall prepare a
written disclosure statement that will be delivered to Mega-C stockholders for
the purpose of advising them of the existence and principal terms of the Trust.
The disclosure statement shall provide such reasonably detailed information on
the Trust terms and claim procedures, as the Trustee, in consultation with the
Grantor, considers necessary, desirable, convenient or advisable under the
circumstances.

Section 6.3 Timetable for Submission of Claims In connection with the
preparation of the disclosure statement, the Trustee shall establish a
reasonable timetable for the submission of claims by Mega-C Shareholders. In
general, the timetable shall provide an initial claim period of not less than 90
days during which Mega-C Shareholders will be permitted submit their claims to
the Trustee; provide for reasonable extensions of the initial claim period with
respect to any Mega-C Shareholders that the Trustee is unable to locate or
contact in the exercise of reasonable diligence; and provide a reasonable
termination date after which new claims from Mega-C Shareholders will be barred.

Section 6.4 Permissible Claim Processing Fees In connection with the preparation
of the disclosure statement, the Trustee shall establish a reasonable fee
schedule for the work associated with the receipt, review, processing,
clarification and classification of claims submitted by Mega-C Shareholders. The
Trustee's fee schedule may include both fixed fee and sliding scale elements,
provided that the maximum fee charged to any Mega-C Shareholder may not exceed a
base fee of $75 for the first 2,500 Mega-C shares owned, plus a sliding scale
fee of $.01 for each additional Mega-C Share owned up to a maximum of $2,500 per
Mega-C Shareholder. The disclosure statement may require that the Trustee's
claim processing be paid by the Mega-C Shareholders in connection with their
initial claim submissions.

Section 6.5 Regulatory Review of Disclosure Statement Before the disclosure
statement is mailed to Mega-C stockholders, the Trustee, in consultation with
the Grantor, shall submit copies of the proposed disclosure statement and all
supporting document to the SEC and the OSC for the purpose of soliciting any
comments or suggestions that such agencies care to make with respect to the
Trust, the disclosure statement, the claim procedures or the timetable for
submission of claims. In the event that the SEC or the OSC make any comments or
suggestions with respect to any of the foregoing matters, the Trustee shall
retain special counsel, at the sole cost and expense of the Grantor, for the
express purpose of negotiating such reasonable modifications, amendments and
changes as may be necessary to satisfy the requirements of applicable law and
incorporate any comments or suggestions that the SEC and the OSC care to make
with respect to any of the foregoing.

Section 6.6 Distribution of Disclosure Statement Within 5 days after the
preparation of the definitive disclosure statement, the Trustee shall mail
copies of the definitive disclosure statement to each known Mega-C stockholder.
At all times after the preparation of the definitive disclosure statement, the
Trustee shall maintain an adequate supply of copies of the definitive disclosure
statement on hand and it shall, upon the written or oral request, provide a copy
of the disclosure statement to any Mega-C Shareholder, any creditor of Mega-C or
any other person who has or claims to have a recognizable claim against or
interest in the Trust or the Tamboril Shares held by the Trust.

Section 6.7 Processing of Claims The Trustee shall establish such reasonable
systems and procedures as it deems necessary, desirable and expedient for the
receipt, review, processing, clarification and classification of claims
submitted by Mega-C Shareholders and other parties who have or claim to have a
recognizable claim against or interest in the Trust or the Tamboril Shares held
by the Trust. When all such information has been provided by a Mega-C
Shareholder and the Trustee has made a classification decision pursuant to the
provisions of Section 7 of this Agreement, the Trustee shall promptly notify the
Mega-C Shareholder that his claim has been accepted or rejected and advise the
Mega-C Shareholder of his rights under this Agreement, including his right to
request a review of any classification decision made by the Trustee.


                ARTICLE 7 - CLASSIFICATION OF MEGA-C SHAREHOLDERS

Section 7.1 Classification of Mega-C Shareholders Prior to any distribution,
sale or other disposition of Tamboril Shares and based solely on the information
provided by Mega-C Shareholders pursuant to the requirements of Section 6.7, the
Trustee shall classify each Mega-C Shareholder into one of the following
classes:

(a)               A Mega-C Shareholder who is able to demonstrate to the
                  reasonable satisfaction of the Trustee that the Mega-C shares
                  held by him were purchased at an average price of more than $1
                  per share, which was paid in money, property or services
                  actually performed and reasonably valued, shall be classified
                  as a Category-I Mega-C Stockholder;

(b)               A Mega-C Shareholder who cannot demonstrate to the reasonable
                  satisfaction of the Trustee that the Mega-C shares held by him
                  were purchased at an average price of more than $1 per share,
                  which was paid in money, property or services actually
                  performed and reasonably valued, shall be classified as a
                  Category-II Mega-C Stockholder; and

(c)               A Mega-C Shareholder who has allegedly violated any applicable
                  laws relating to the offer, sale or trading of securities
                  shall be classified as a Category-III Mega-C Stockholder
                  unless:

(i)               He can demonstrate to the reasonable satisfaction of the
                  Trustee that there has been an unambiguous judicial or
                  administrative determination that the activity attributed to
                  him did not occur or was not illegal; or

            (ii)  He enters into a written agreement with the Trustee that
                  specifically provides that a portion of the Mega-C Shares held
                  by him shall be treated as having been surrendered for
                  purposes of the Trust

         When a Category-III Mega-C Stockholder has satisfied the requirements
         of either of the foregoing paragraphs, he shall promptly be
         reclassified as a Category-II Mega-C Shareholder with respect to all
         Mega-C Shares that are deemed to be issued, outstanding and
         attributable to him. Category-III Mega-C Shareholders shall not under
         any circumstances be reclassified as Category I Mega-C Shareholders.

Section 7.2 Officers and Directors of Grantor Notwithstanding the general
classification structure set forth in Section 7.1, for the purpose of avoiding
potential transaction reporting and "short-swing profit" issues under the
Securities Exchange Act of 1934, any officer, director or holder of more than
10% of the issued and outstanding stock of the Grantor who is also a Mega-C
stockholder shall be presumptively classified as Category-I Mega-C Shareholders
with respect to all shares held by him.

Section 7.3 Small Beneficiaries To facilitate the effective administration of
the Trust, the Trustee shall adopt and implement reasonable procedures that will
permit the reclassification of Category-II Mega-C Shareholders as Category-I
Mega-C Shareholders; but only if the procedures so adopted are limited to Mega-C
Shareholders who are owners of 2,500 or fewer Mega-C Shares; and in connection
with each reclassification the Trustee receives such written representations,
warranties and other assurances as the Trustee may in the exercise of its
reasonable discretion deem appropriate under the circumstances.

Section 7.4 Review of Classification Decisions Any Mega-C Shareholder that
disagrees with the Trustee's decision to classify him as a Category-II or
Category-III Mega-C Shareholder shall be entitled to request a review of the
Trustee's classification decision by a review panel of not less than three (3)
disinterested persons who have been selected by Trustee in consultation with the
Grantor's board of directors. Any Mega-C Shareholder who requests a review of
the Trustee's decision, however, may be required to pay a fee of up to $500 per
review panel member in connection with the requested review. In connection with
any such review, the review panel shall have the power to consider any
additional evidence or countervailing arguments that a complaining Mega-C
Shareholder cares to submit. The review panel shall issue a written decision
with respect to each review within 60 days of the date of the original request.
All decisions of the review panel shall be final and binding on the Mega-C
Stockholder, the Trust and the Trustee.


                ARTICLE 8 - DISTRIBUTIONS TO MEGA-C SHAREHOLDERS

Section 8.1 In-kind Distributions to Category-I Mega C Shareholders When all of
the conditions precedent set forth in Section 5.1 have been satisfied, the
Trustee shall promptly make an in-kind distribution of all Tamboril Shares that
it holds for the benefit of Category-I Mega-C Shareholders. In connection with
each in-kind distribution, the Trustee shall deliver a stock certificate for
Tamboril Shares that has been registered in the name of the Category-I Mega-C
Shareholder, together with a copy of the definitive prospectus included in the
registration statements specified in Section 5.1(c). When the Trustee has
delivered stock certificates and copies of the prospectus to all Category-I
Mega-C Shareholders, all rights and privileges of the Category-I Mega-C
Shareholders shall terminate forthwith.

Section 8.2 Resale of Tamboril Shares for Category-II Mega-C Shareholders The
Trustee shall not distribute Tamboril Shares to Category-II Mega-C Shareholders.
Instead all Tamboril Shares that the Trustee holds for the benefit of
Category-II Mega-C Shareholders shall be deposited in one or more brokerage
accounts established by the Trustee in the exercise of its reasonable
discretion. In connection with the deposit of Tamboril Shares in such brokerage
accounts, the Trustee shall deliver written instructions respecting the sale of
the deposited Tamboril Shares in open market or negotiated block transactions.
Such instructions shall, when delivered, describe a reasonable plan for the
complete liquidation of all deposited Tamboril Shares within a period of not
more than twenty-four (24) months from the date of deposit. When all of the
Tamboril Shares held in the Trustee's brokerage accounts have been sold and the
Trustee has distributed the sales proceeds in accordance with this Agreement,
all rights and privileges of the Category-II Mega-C Shareholders shall terminate
forthwith.

Section 8.3 Restrictions on Trustee's Resale Transactions All resale
transactions effected by the Trustee for the benefit of the Category-II Mega-C
Shareholders shall be based on written instructions provided by the Trustee,
provided that the Trustee shall have the power, in its sole discretion, to
modify or amend its instructions from time to time in light of prevailing market
conditions. All resale transactions effected by the Trustee shall be made with
due regard for market conditions and the best interests of the Category-II
Mega-C Shareholders as a group.

Section 8.4 Trustee's Fees for Resale of Tamboril Shares In connection with the
services provided by the Trustee in connection with the resale of Tamboril
Shares for the benefit of the Category-II Mega-C Shareholders, the Trustee may
charge an administrative fee of up to 2% of the net sales proceeds (after
brokerage commissions and other direct expenses) to compensate the Trustee for
the work involved in planning and effecting resale transactions, collecting and
accounting for sale proceeds, allocating the sale proceeds among the Category-II
Mega-C Shareholders and distributing the sale proceeds to the persons entitled
thereto. All such fees shall be separately stated on the Trustee's periodic
distribution reports to the Category-II Mega-C Shareholders and withheld from
the amounts that would otherwise be payable to the Category-II Mega-C
Shareholders.

Section 8.5 Cash Distributions to Category II Mega-C Shareholders From time to
time, but not less often than once per calendar quarter, the Trustee shall
distribute all cash proceeds derived from the sale of Tamboril Shares to the
Category-II Mega-C Shareholders who are entitled thereto. All distributions to
the Category-II Mega-C Shareholders shall be made in proportion to their
respective interests in the Tamboril Shares then on deposit in the Trustee's
brokerage accounts..

Section 8.6 No Distributions to Category-III Mega-C Shareholders The Trustee
shall not distribute Tamboril Shares or make cash distributions from the sale of
Tamboril Shares to any Category-III Mega-C Shareholder. Instead all Tamboril
Shares that are held in Trust for the benefit of Category-III Mega-C
Shareholders shall be retained by the Trustee pending the execution of an
agreement of the type specified in Section 7.1(c)(ii) of this Agreement. The
following special provisions shall apply to all Tamboril Shares that are held
for the benefit of Category-III Mega-C Shareholders who have not entered into a
Section 7.1(c)(ii) agreement before the effective date of the registration
statements specified in Section 5.1(c).

(a)      If the Trustee holds Tamboril Shares for the benefit of a Category-III
         Mega-C Shareholder who enters into a Section 7.1(c)(ii) agreement after
         the effective date of the Grantors' registration statements but prior
         to the expiration of 12 months from the effective date of such
         registration statements, the Trustee shall forthwith deposit all
         remaining Tamboril Shares held for the benefit of the Mega-C
         Shareholder in the Trustee's brokerage account and thereafter treat the
         Mega-C Shareholder as a Category-II Mega-C Shareholder.

(b)      No Category-III Mega-C Shareholder shall derive an economic benefit
         from his failure or refusal to enter into a Section 7.1(c)(ii)
         agreement before the effective date of the Grantors' registration
         statements. In the event that the average price received by the Trustee
         with respect to sales of Tamboril Shares on behalf of a Category-III
         Mega-C Shareholder exceeds the average price received by the Trustee
         with respect to all sales of Tamboril Shares on behalf of Category-II
         Mega-C Shareholders, then any excess proceeds shall forthwith be
         donated to the American Red Cross in the name of the Category-III
         Mega-C Shareholder.

(c)      If the Trustee holds Tamboril Shares for the benefit of a Category-III
         Mega-C Shareholder who fails or refuses to enter into a Section
         7.1(c)(ii) agreement within 12 months of the effective date of the
         Grantor's registration statements, the Trustee shall forthwith
         contribute all Tamboril Shares held for the benefit of that Mega-C
         Shareholder to the American Red Cross in the name of the Category-III
         Mega-C Shareholder.


                        ARTICLE 9 - POWERS OF THE TRUSTEE

Section 9.1 Trustee's General Powers In the administration of the Trust, the
Trustee shall have the following powers, all of which shall be exercised in the
fiduciary capacity, primarily in the interest of the Mega-C Shareholders:

(a)      To hold the Tamboril Shares so long as it deems proper;

(b)      To make in-kind distributions of the Tamboril Shares to Category-I
         Mega-C Shareholders;

(c)      To sell Tamboril Shares for the benefit of Category-II Mega-C
         Shareholders at such times, in such manner and with due regard for
         prevailing market conditions as in its discretion and judgment may be
         deemed for the best interest of the Category-II Mega-C Shareholders as
         a group;

(d)      To distribute all cash proceeds from the sale of Tamboril Shares to the
         Category-II Mega-C Shareholders in proportion to their respective
         interests in the Trust;

(e)      To vote all Tamboril Shares held by the Trust, or deposited in
         brokerage accounts established by the Trustee, in proportion to the
         votes actually cast at any meeting of the Grantor's stockholders by
         persons who are not officers, directors or holders of more than ten
         percent (10%) of the voting securities of the Grantor on the date of
         the stockholders meeting;

(f)      To compromise, settle, arbitrate, or defend any claim or demand in
         favor of or against the Trust;

(g)      During the period beginning on the date of this Agreement and ending on
         the effective date of the registration statements specified in Section
         5.1(c), to incur and pay at the sole cost of the Grantor the
         reasonable, ordinary and necessary expenses of trust administration,
         including (but not by way of limitation) reasonable attorneys' fees,
         accountants' fees, investment counsel fees, and the like;

(h)      During the period beginning on the effective date of the registration
         statements specified in Section 5.1(c) and ending on the final
         distribution of all Trust assets, to incur and pay at the sole cost and
         risk of the Mega-C Shareholders the reasonable, ordinary and necessary
         expenses of trust administration, including (but not by way of
         limitation) reasonable attorneys' fees, accountants' fees, investment
         counsel fees, and the like;

(i)      To act through an agent or attorney-in-fact, by and under power of
         attorney duly executed by the Trustee, in carrying out any of the
         authorized powers and duties;

(j)  The Trustee may freely act under all or any of the powers  granted to it by
     this  Agreement  in all  matters  concerning  the  Trust,  after  forming a
     judgment based upon all the circumstances of any particular situation as to
     the wisest and best  course to pursue in the  interest of the Trust and the
     Mega-C  Shareholders,  without the  necessity of  obtaining  the consent or
     permission of the Grantor,  any Mega-C  Stockholder,  any other  interested
     person,  or the consent or approval of any court. The powers granted to the
     Trustee may be exercised in whole or in part,  from time to time, and shall
     be deemed  to be  supplementary  to and not in  derogation  of the  general
     powers of  trustees  under  applicable  law,  and shall  include all powers
     necessary to carry them into effect.

Section 9.2 Limitations on Trustee's Powers Notwithstanding any provision of
this Agreement to the contrary, no powers enumerated or accorded to trustees
generally pursuant to applicable law shall be construed to enable the Grantor,
or the Trustee or either of them, or any other person, to sell, purchase,
exchange, or otherwise deal with or dispose of all or any parts of the corpus of
the Trust for less than an adequate consideration in money or monies worth, or
to enable the Grantor to borrow all or any part of the corpus of the Trust,
directly or indirectly.

Section 9.3 Trustee's Authority and Third Parties No person purchasing any of
Tamboril Shares, or in any manner dealing with the Trust or the Trustee, shall
be required to inquire into the authority of the Trustee to enter into any
transaction, or to account for the application of any money paid to the Trustee.

Section 9.4 Accounting by the Trustee The Trustee shall, within 45 days after
the end of each calendar quarter (beginning with the quarter in which the
Grantor receives an order of effectiveness with respecting the registration
statements specified in Section 5.1(c)) render an unaudited quarterly accounting
to the Category-II Mega-C Shareholders, and the written approval thereof by the
Grantor shall be final, binding, and conclusive upon all Category-II Mega-C
Shareholders. In addition to the unaudited quarterly accounting, the Trustee
shall within 90 days after the end of each fiscal year (beginning with the year
in which the Grantor receives an order of effectiveness with respecting the
registration statements specified in Section 5.1(c)) render an audited annual
report to the Category-II Mega-C Shareholders, and the opinion of the
independent auditor included in such report shall be final, binding, and
conclusive upon all Category-II Mega-C Shareholders.

Section 9.5 Resignation of Trustee The Trustee may resign at any time by giving
written notice of its resignation to the Grantor at least ten (10) days prior to
the effective date of such resignation, and upon the effective date of such
resignation, the Tamboril Shares then deposited in the Trust shall be delivered
to a successor Trustee who has been selected and appointed in accordance with
Section 9.6, whereupon all the Trustee's obligations hereunder shall cease and
terminate. The Trustee's sole responsibility until such termination shall be to
maintain the Tamboril Shares in safe custody and to deliver the same to a
successor Trustee who has been selected and appointed in accordance with Section
9.6.

Section 9.6 Appointment of Successor Trustee The Trustee shall have the power,
in consultation with the Grantor's board of directors, to appoint a successor
Trustee. If the Trustee shall resign without having appointed a successor
Trustee, the Grantor's board of directors shall have the power to petition a
court of competent jurisdiction for a summary order confirming the appointment
of a successor trustee selected by the Grantor's board of directors and approved
by the court in the exercise of its reasonable discretion.

Section 9.7 Bond and Exculpation of Trustee The Trustee shall not be required to
give any bond or other security. The Trustee shall not be liable for any mistake
or error of judgment in the administration of the Trust, except for willful
misconduct or gross negligence. So long it continues to exercise its powers in
good faith and perform its duties in a fiduciary capacity primarily in the
interests of the Mega-C Shareholders, the Trustee shall have no liability for
loss arising from any cause beyond its control, including, but not limited to,
the following: (a) the act, failure or neglect of any agent or correspondent
selected by the Trustee; (b) any delay, error, omission or default connected
with the remittance of funds; (c) any delay, error, omission or default of any
mail, telegraph, cable or wireless agency or operator; (d) the acts or edicts of
any government or governmental agency or other group or entity exercising
governmental powers.

Section 9.8 Indemnification of Trustee by Grantor The Grantor agrees to
indemnify, defend and hold the Trustee harmless from and against any and all
loss, damage, tax, liability and expense that may be incurred by the Trustee
arising out of or in connection with its acceptance or appointments as Trustee
under this Agreement, including costs and expenses of defending itself against
any claim or liability in connection with its performance hereunder.

Section 9.9 Arbitration of Disputes Among the Parties Should any controversy
arise between the Grantor, the Trustee or any Mega-C Shareholder with respect to
this Agreement or a Mega-C Shareholder's right to receive Tamboril Shares or the
cash proceeds from the sale of Tamboril Shares, Trustee shall have the right to
consult counsel and/or to refer such controversy to binding arbitration. Should
such actions be necessary, or should Trustee become involved in arbitration in
any manner whatsoever on account of this Agreement, the party whose actions
necessitated the arbitration shall be obligated to pay the reasonable attorney's
fees incurred by Trustee, and any other disbursements, expenses, losses, costs
and damages in connection with and resulting from such actions.


                             ARTICLE 10 - AMENDMENTS

Subject to the consent of the Trustee which will not be unreasonably withheld,
this Agreement may be amended at any time and from time to time for the purpose
of modifying the terms, conditions and provisions of this Agreement or
incorporating additional terms, conditions and provisions that are not
inconsistent with the intent of the parties and requested by the Grantor, the
Trustee, the Ontario Securities Commission or the United States Securities and
Exchange Commission. Notwithstanding the generality of the foregoing, no
amendment of this Agreement shall be made to the extent that compliance
therewith would, in any manner, reduce, diminish or qualify the rights,
privileges and preferences of the Category-I or Category-II Mega-C Shareholders
or the Trustee.


                           ARTICLE 11 - TRUSTEE'S FEES

The Grantor agrees to pay to the Trustee its fees for certain services rendered
pursuant to the provisions of this Agreement and will reimburse the Trustee
certain reasonable operating expenses, including attorney's fees incurred in
connection with the performance of such services. A fee schedule for the
services to be provided by the Trustee and paid for by the Grantor is attached
hereto as Exhibit A and incorporated herein by this reference. The Trustee's
fees specified in the attached fee schedule are in addition to the fees that the
Trustee and others are specifically permitted to charge directly to Mega-C
Shareholders under Section 6.4, Section 7.4 and Section 8.4 of this Agreement.
Notwithstanding any other provision of this Agreement, activities that require
excessive administrator time or out-of-pocket expenses shall be deemed
extraordinary expenses of the Grantor for which related costs, transaction
charges, and additional fees will be billed at Trustee's standard charges for
such items.


                           ARTICLE 12 - IRREVOCABILITY

The Trust shall be irrevocable, and the Grantor expressly waives all rights and
powers, whether alone or in conjunction with others, and regardless of when or
from what source it may have acquired such rights or powers, to revoke, or
terminate the Trust. By execution of this instrument the Grantor relinquishes
absolutely and forever all of its right and power to control the distribution,
sale or other disposition of the Tamboril Shares, and all its right and power,
whether alone or in conjunction with others, to designate the persons who shall
be entitled to share in any future distributions from the Trust.

IN WITNESS WHEREOF the Grantor and the Trustee have executed this Agreement in
the City of Toronto, Province of Ontario, Canada on the day and year above first
written.

TAMBORIL CIGAR COMPANY



                           /s/                   /s/
--------------------------------------  -----------------------------------
Kirk Tierney, president and director         John L. Petersen, chief financial
                                             officer and director

BENJAMIN RUBIN, TRUSTEE



           /s/