Trust Agreement





Page 1 of 5




TRUST
AGREEMENT

THIS
AGREEMENT is made effective the 7th day of March,
2005.

BETWEEN:


Garpa Resources, Inc., a
company duly incorporated under the laws of the State of Nevada and
having an office at 5411 Calderwood Crescent, Richmond, British
Columbia, Canada, V7C 3G2.

(hereinafter called “Garpa”)


OF THE FIRST PART

AND:


Gary Schellenberg,
businessman, having an office at 5411 Calderwood Crescent, Richmond,
British Columbia, Canada, V7C 3G2.

(hereinafter called
“Trustee”)


OF THE SECOND PART

WHEREAS:

	Garpa
	is desirous of purchasing the rights of certain mineral claims in
	the Province of Ontario 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 Garpa to
	hold the mineral claims on behalf of Garpa until such time as the
	initial three phase exploration program is completed and Garpa is
	properly able to evaluate the merits of owning the Claim in its own
	name or that of a subsidiary; and

	
	
	Garpa and the Trustee now wish to
	enter into a trust agreement whereby Trustee would hold title in
	trust for Garpa 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:







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	Representation and Warranties

		
		Garpa represents and warrants to
		Trustee that:

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

			
	
			Garpa 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 Garpa that
		the 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 Garpa 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, 2008 unless on or before that
			date, Garpa terminates in writing this Agreement; and

			
	
			The date on which Garpa incorporates a
			Canadian subsidiary to hold Garpa's interest in the Claim and
			transfers such interest to the subsidiary.

		


	


	
	
	Covenants
	of Garpa

		
		Garpa 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 Garpa
		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.

	











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	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 Garpa Resources, Inc.
5411
			Calderwood Crescent,
Richmond, British Columbia
Canada V7C
			3G2

			
	
			if to Gary Schellenberg
5411
			Calderwood Crescent,
Richmond, British Columbia
Canada V7C
			3G2

		


		
	
		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 Ontario.

	


	
	
	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.

	











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






	
			Garpa
			Resources, Inc.

			Per:


			/s/ Gary Schellenberg

			Gary
			Schellenberg

			
			Gary
			Schellenberg


			

			

			/s/ Gary Schellenberg

			Gary
			Schellenberg

		








	
			Witness


			/s/ Don Flahiff

			Signature of
			Witness

			

			

			

			Don Flahiff

			Printed Name
			of Witness

		












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This is Schedule “A” to a
Trust Agreement made as of the 7th day of March, 2005
between Garpa Resources, Inc. and Gary Schellenberg.

	
				Mining
				Division

				
				Claim
				Number

				
				Due Date

			
	
				RED LAKE

				
				KRL 1248309

				
				2005.06.09

			
	
				RED LAKE

				
				KRL 1248362

				
				2005.06.09