Trust Agreement



TRUST
AGREEMENT

THIS
AGREEMENT is made effective the 20th day of May, 2005.

BETWEEN:


De Beira Goldfields Inc., a
company duly incorporated under the laws of the State of Nevada and
having an office at 1530 Duthie Avenue, Burnaby, British Columbia,
Canada, V5A 2R6.

(hereinafter called “De Beira”)


OF THE FIRST PART

AND:


Michele Fronzo, businessman,
having an office at 1530 Duthie Avenue, Burnaby, British Columbia,
Canada, V5A 2R6.

(hereinafter called “Trustee”)


OF THE SECOND PART

WHEREAS:

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

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

		
		De Beira represents and warrants
		to Trustee that:

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

			
	
			De Beira 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 De Beira
		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 De Beira 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, De Beira terminates in writing this Agreement; and

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

		


	


	
	
	Covenants
	of De Beira

		
		De Beira 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 De Beira
		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 De Beira Goldfields Inc.
1530
			Duthie Avenue,
Burnaby, British Columbia
Canada V5A 2R6

			
	
			if to Michele Fronzo
1530 Duthie
			Avenue,
Burnaby, British Columbia
Canada V5A 2R6

		


		
	
		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 De Beira Goldfields Inc.the
parties hereto have executed this Agreement as of the day and year
first above written.De Beira Goldfields Inc.






	
			De Beira
			Goldfields Inc.

			Per:


			/s/ Michele Fronzo

			Michele
			Fronzo

			
			Michele
			Fronzo

			

			/s/ Michele Fronzo

			Michele
			Fronzo

		












	
			Witness


			/s/ Carla Radiuk

			Signature of
			Witness

			
			

			Carla Radiuk

			Printed Name
			of Witness

		











This is Schedule “A” to a
Trust Agreement made as of the 20th day of May, 2005
between De Beira Goldfields Inc. and Michele Fronzo.

	
				Tenure
				Number

				
				Issue
				Date

				
				Good To
				Date

			
	
				513135

				
				May 20, 2005

				
				May 20, 2006