DEED OF COVENANT AND INDEMNITY

(A)

This deed is supplemental to a trust (the “ Trust ”) established by a Declaration of Trust made by the Trustee of even date herewith (the “ Trust Deed ”) and known as The CCRA Purpose Trust.

(B)

The Trustee is the present trustee of the Trust.

(C)

The Company has agreed to covenant with and indemnify the Trustee, and its respective successors in title, directors, officers and employees and the directors, officers and employees of its successors in title (together, the “ Covenantees ”) in the terms set out below.

1.

DEFINITIONS

In this Deed, where the context admits, the following definitions shall apply and subject thereto the definitions and rules of construction contained in the Trust Deed shall apply:

1.1

“ Agreed Fees ” means the Minimum Fee and the Annual Fee.

1.2

“ Annual Fee ” means the sum of one hundred thousand United States Dollars (US$100,000) to be paid annually on the first anniversary after the Minimum Fee and thereafter until the Termination Date.

1.3

“ Excepted Liabilities ” means any cost, expense or other liability incurred by any Covenantee in acting or omitting to act in a manner in which the trustee is not entitled to the protection of the exclusion of liability provisions contained in the Trust Deed.

1.4

“ Indemnity Fund ” means:

1.4.1

the sum of One million United States Dollars (US$1,000,000) transferred on the date of execution of this Deed to the Trustee by or on behalf of the Company; and

1.4.2

the assets from time to time representing the above.

1.5

“ Liabilities ” means any costs, expenses or any other liabilities of whatsoever nature (including any taxes and associated penalties and interest for which they are personally liable and any liability which may be payable to an Outgoing Trustee (as defined in clause 4.3 below)) incurred by the Trustee in or about the professed execution of the trusts and powers of the Trust (the “Service”), other than Excepted Liabilities.

1.6

The “ Minimum Fee ” means the sum of one hundred and seventy-five thousand United States Dollars (US$175,000) to be paid on the date hereof.

1.7

“ Repayment Date ” means:

1.7.1

the date six months after the earlier of (i) the Termination Date of the Trust and (ii) the date on which the Trustee ceases to be trustee of the Trust; or

1.7.2

such other date as shall be agreed between the Trustee and the Company.

2.

COVENANT AND INDEMNITY

The Company hereby covenants with the Covenantees:

2.1

To pay the Minimum Fee to the Trustee on the Commencement Date in consideration of the Service for the period beginning with the Commencement Date and ending on the first anniversary of the Commencement Date and thereafter until the Termination Date to pay the Annual Fee annually thereafter in advance for the period commencing on the date when payment is due and ending one year after that date; if the Trustee ceases to be trustee of the Trust, then the Trustee shall refund the last-paid Annual Fee pro rata for the portion remaining of the annual period ending on the date the next payment is due provided such refund shall not apply to the Minimum Fee.

2.2

In addition to the Agreed Fees, to pay to the Trustee all reasonable legal costs and expenses and disbursements, stamp duty and all registration and document fees incurred by the Trustee in connection with the execution of the Trust and the continued administration of the Trust and all ancillary expenses in connection therewith (the “ Legal Fees and Expenses ”);

2.3

At all times fully and effectually to indemnify the Covenantees in respect of any Liabilities which are not otherwise paid to the Covenantees from the Trust Fund pursuant to the provisions of the Trust Deed.

2.4

To reimburse the Covenantees for any legal or other expenses (including, without limitation, reasonable expenses of any experts, counsel or agents) reasonably incurred by any of the aforesaid persons in connection with investigating, preparing for or defending against any action or claim, whether or not in connection with any pending or threatened litigation, relating to the Liabilities as such expenses are incurred.

3.

PROCEDURE FOR INDEMNIFICATION

3.1

If the Company has become obligated to indemnify pursuant to clause 2.3 or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Company may become obligated to a Covenantee (for the purposes of this clause 3, the “ Indemnified Party ”) hereunder, the Indemnified Party shall give written notice to the Company within a sufficiently prompt time to avoid prejudice to the Company, specifying in reasonable detail the facts upon which the cla