DECLARATION AND AGREEMENT........................................6
    Parties Creating.............................................6
I. TERRA LIBRA TRUST.............................................7
    A. Company through Board of Trustees, a Terra Libra entity...7
    B. Irrevocable...............................................7
    C. Automatic 20 Year Renewals................................7
    D. Contract and Minutes Govern...............................7
    E. Board of Trustees is the Company..........................7
    F. Principal and Other Offices...............................7
II. DECLARATION AND RULES OF THE COMPANY.........................7
    A. Date......................................................7
    B. Duties of Trustees to Capital Unit Holders................7
    C. Property Schedule; Joint Tenants..........................7
    D. Sovereign Right of Contract...............................7
    E. Terra Libra Remedies......................................8
    F. Code of Terra Libra Defined...............................8
    G. Rules of Terra Libra Defined..............................9
    H. Not Subordinated to Territorial Criminals.................9
    1. Confidentiality...........................................9
    J. Limited Liability.........................................9
    K. Interpretation of Contract; Severable Clauses.............9
    L. Conflict Between Sections.................................9
III. PURPOSE OF THE COMPANY......................................9
    A. Fiduciary Acceptance by Trustees..........................9
    B. Fiduciary Duty of Trustees................................9
    C. Trustee Power to do Any Business..........................9
    D. Trustee Power to Accept Property.........................10
    E. Voluntary Capitalism.....................................10
IV. CAPITAL UNITS...............................................10
    A. Capital Stock............................................10
    B. Par Value................................................10
    C. Capital Units Exchanged for Value........................10
    D. Capital Units Transfer Agent.............................10
    E. Capital Units Personal Interest..........................10
    F. Capital Unit Certificates................................10
    G. Capital Units Non-Assessable.............................10
    H. Distribution to Capital Unit Holders.....................10
    1. Limitation of Rights of Capital Unit Holders.............10
    J. Dissolution Rights.......................................10
    K. Net Earnings in Gold.....................................10
    L. Capital Lien upon Dissolution............................11
    M. Issuance of Options......................................11
    N. Trustee Transaction in Capital Units.....................11
    O. Limitation on Capital Unit Dilution......................11
V. NOMINAL MARKET FOR CAPITAL UNITS.............................11
    Company Market for Capital Units............................11 
VI. TRANSFER OF CAPITAL UNITS...................................11
    A. Capital Unit Transfers...................................11
    B. Certificate Validation...................................11
    C. Certificate Reissue......................................12
    D. Notice of Certificate Holder.............................12

    E. Capital Unit Transfer by Holder..........................12
    F. Capital Unit Holder's Successor..........................12
    G. Succession of Rights.....................................12
VII. LOSS OR DESTRUCTION OF CERTIFICATE.........................12
    Replacement of Certificate..................................12
VIII. COMMUNICATION AMONG CAPITAL UNIT HOLDERS..................12
    Company Communication Accommodation.........................12
IX. DISTRIBUTIONS AND DIVIDENDS.................................12
    A. Distributions............................................12
    B. Waiver of Distribution...................................12
    C. Not Community or Other Property..........................12
X. RIGHTS OF CAPITAL UNIT HOLDERS...............................13
    A. Rights Subject to this Contract..........................13
    B. Personal Property........................................13
    C. No Management Rights.....................................13
    D. No Right to Partition....................................13
XI. LIABILITIES OF CAPITAL UNIT HOLDERS.........................13
    A. Liability Limited to Investment..........................13
    B. Not Liable for Judgments against Company.................13
    C. No Authority by Company to Bind Capital Unit Holders.....13
    D. Liability increased only by Unanimous Consent............13
XII. MEETINGS OF CAPITAL UNIT HOLDERS...........................13
    A. Quarterly................................................13
    B. Special Meetings.........................................13
    C. Notice of Meetings.......................................13
    D. Address..................................................13
    E. Presiding Officer........................................14
    F. Votes....................................................14
    G. Written Proxies..........................................14
    H. Quorum...................................................14
XIII. BOARD OF TRUSTEES.........................................14
    A. Number of Trustees.......................................14
    B. Succession...............................................14
    C. New Trustees.............................................14
    D. Bonding..................................................14
XIV. RESOLUTION OF DISPUTES; BOARD OF ARBITRATION;
     REMOVAL OF TRUSTEES........................................14
    A. Mediation................................................14
    B. Request for Arbitration..................................14
    C. Selection of Arbitrators.................................14
    D. Decision Process.........................................14
    E. Removal of Trustees......................................15
    F. Amendment Requires Unanimous Approval....................15
XV. MEETINGS OF TRUSTEES........................................15
    A. Monthly Trustee Meetings.................................15
    B. Special Meetings.........................................15
    C. Presiding Officer........................................15
    D. Quorum...................................................15
    E. Remote Voting............................................15

    F. Automatic Ratification...................................15
    G. Two-thirds Vote Binding..................................15
    H. Recording of Minutes.....................................15
XVI. POWERS OF TRUSTEES.........................................15
    A. Management According to this Contract....................15
    B. Power under Code and Rules of Terra Libra................16
    C. Resolutions..............................................16
    D. Principal; Income; Distributable Net Income..............16
    E. No Right to Diminish Company.............................16
    F. Trustee Power of Inspection..............................16
XVII. UNIT OF ACCOUNT; STARTUP ASSETS;
      LOSS ACCOUNTING REPORTS BY TRUSTEES.......................16
    A. Unit of Account..........................................16
    B. Required Financial Reports...............................16
    C. Capitalization of Expertise and Development..............16
    D. Loss Accounting..........................................17
    E. Inspection of Financial Reports..........................17
XVIII. LIABILITIES OF TRUSTEES..................................17
    A. Trustees only Liable for breach of Fiduciary Duty........17
    B. Trustees not Acting Personally...........................17
    C. Creditors................................................17
    D. Trustees not Personally Liable...........................17
XIX. MANAGEMENT.................................................17
    A. Officers.................................................17
    B. Duties of Officers.......................................17
    C. Removal of Officers......................................17
    D. Agents and Contractors...................................17
    E. Contracts; Confidentiality...............................17
    F. Compensation Determined by Trustees......................18
    G. Trustees' Authority to Contract..........................18
    H. Trustee Reimbursement....................................18
    I. Conflicts of Interest....................................18
    J. Operating Funds..........................................18
    K. Reliance on Copy of Contract.............................18
XX. ADVISORY BOARD..............................................18
    A. Number and Appointment of Advisors.......................18
    B. Functions of Advisors....................................18
    C. Presiding Officer........................................18
    D. Meetings of Advisors.....................................18
    E. Power and Liability of Advisors..........................19
    F. Conflict of Interest.....................................19
    G. Removal of Advisors......................................19
XXI. AMENDMENT; TERMINATION.....................................19
    A. Amendment................................................19
    B. Emergency Termination....................................19
    C. Winding up Business......................................19
XXII. PROPERTY SCHEDULE.........................................19
XXIII. EXECUTION................................................20

PARTIES CREATING. For ______________________________________ [name of Trust], hereinafter referred to as the Company,

on the ____________ day of ____________________ of the year ________ an Agreement and Declaration Of Trust is made among:

__________________________________________________________________,

__________________________________________________________________,

__________________________________________________________________,

__________________________________________________________________,

______________________________________________________________, and

__________________________________________________________________,

hereinafter referred to as Capital Unit Holders, and:

__________________________________________________________________,

__________________________________________________________________,

__________________________________________________________________,

__________________________________________________________________,

______________________________________________________________, and

__________________________________________________________________,

hereinafter referred to as Trustee(s)*, and collectively as the Board of Trustees, for the purpose of enabling the Trustees to hold and manage the Company property and to carry on business as hereinafter provided.

* Wherever the word "Trustees" appears in this document it is understood that it shall be read "Trustee(s)".

A. COMPANY THROUGH BOARD OF TRUSTEES, A TERRA LIBRA ENTITY. THE TERRA LIBRA CONTRACTUAL COMPANY created by this Declaration and Agreement (hereinafter termed Contract) is authorized to exist and function through its Board of Trustees, which is a Terra Libra Entity holding full title not as an individual, but collectively as the Board of Trustees, and to collectively act as herein set forth and according to the Terra Libra Rights of Free Association and Contract, under its true name: ______________________________________ [name of Trust] (hereinafter termed the Company).

B. IRREVOCABLE. This Trust is expressly irrevocable, and may not be altered or amended in any respect except as set forth in this Contract.

C. AUTOMATIC 20 YEAR RENEWALS. This Trust shall continue for 20 years, subject to automatic renewal as long as conducting regular Capital Unit Holder meetings and annually doing business or unless Holders of more than ninety percent (90%) of the outstanding Capital Units vote to wind up this Company. In that event, upon discharging outstanding obligations, the Capital Unit Holders shall be paid their proportionate final distribution and this Trust shall end.

D. CONTRACT AND MINUTES GOVERN. The provisions set forth in this Contract, as interpreted from time to time by resolutions recorded in the Minutes of its meetings, shall serve as the governing instruments for the Board of Trustees.

E. BOARD OF TRUSTEES IS THE COMPANY. The Trustees collectively are the Company and as such they may execute and make contracts and all kinds of instruments, conduct business, purchase and convey real or personal property, and sue and be sued in the name of the Company.

F. PRINCIPAL AND OTHER OFFICES. The principal office of the Company shall be at ___________________________________________________, unless or until it is changed by the Trustees, as they may do with such branch offices or places of business as the Trustees may establish.

A. DATE. This Contract is made and entered into on the date on page 6 of this document.

B. DUTIES OF TRUSTEES TO CAPITAL UNIT HOLDERS. By their signatures above, each individual Trustee accepts and commits himself or herself to the terms, conditions, and provisions of this Contract for the purpose of enabling the Board of Trustees to hold and manage the Company property and to carry on business as hereinafter provided. The Trustees declare that all property now held or hereafter produced or received as Company property by them or any of them or their successors, as Trustees, shall be by them be managed, exchanged, and distributed for the benefit of such persons as may from time to time be Holders of Certificates of Capital Units of this Company, in the manner herein provided and subject to the terms and conditions set forth in this instrument and any amendments hereto as reflected in the Minutes.

C. PROPERTY SCHEDULE: JOINT TENANTS. The property now held by the Board of Trustees subject to the terms of this Contract is listed in the Property Schedule (Section XXII). If there be more than one Trustee, they shall hold title as Joint Tenants in Fee Simple Absolute under the terms of this Trust. If there be only one Trustee, he or she shall hold title in Fee Simple Absolute; and, in case of his or her ceasing to be a Trustee for whatever reason, hereby assigns title to said property to his or her successor Trustee(s). (Definitions: Joint Tenants have one and the same conveyance, commencing at one and the same time and held by one and the same undivided possession. A Fee Simple Absolute is an estate limited absolutely to a person and his or her heirs and assigns forever without limitation or condition.)

D. SOVEREIGN RIGHT OF CONTRACT. It is hereby expressly declared: that here is created a Terra Libra Contractual Company by sovereign persons according to their inherent individual Rights of Free Association and Contract; and that Trustees and Capital Unit Holders forbid and deny the right of anyone or anything to reach into the affairs of this Terra Libra Contractual Company, except by the express consent of the Board of Trustees or according to the Code and Rules of Terra Libra.

E. TERRA LIBRA REMEDIES. All persons and things doing business with this Company, whether as Trustee, Advisor, Customer, Supplier, Capital Unit Holder, Creditor, or in any other capacity, shall rely only on the Code and Rules of Terra Libra for satisfaction of any claim, dispute, or obligation; and shall not participate in any action against this Company, its Trustees, Advisors, Officers, or Agents, that is contrary to the Code and Rules of Terra Libra; nor shall they void, impair, or abrogate any provision of this agreement or of any contract of this Company except according to the Code and Rules of Terra Libra.

F. CODE OF TERRA LIBRA DEFINED. For the purposes of this Contract, the term "Code of Terra Libra" shall mean:

1. Free Sovereign Citizens of Terra Libra own their own lives, minds, bodies, and labor, and may do with them anything that doesn't violate the equal rights of others. This principle of individual sovereignty or self-ownership is the foundation for all legitimate property.
2. Free Sovereign Citizens have the right to own property, which consists of all possessions acquired without coercing others. They respect the equal right of others to own property, which forms the basis for productive and cooperative human relationships.
3. No individual, group, or majority has the right to initiate or threaten force, fraud, violence, or theft against Free Sovereign Citizens or their property.
4. Free Sovereign Citizens have a right to choose whether to communicate or associate with others. These rights of speech and privacy follow directly from the principle of individual sovereignty or self-ownership.
5. Free Sovereign Citizens have the right to associate with others and to enter into agreements and contracts. For a contract between Free Sovereign Citizens to be valid, it needs to be entered into knowingly, voluntarily, and intentionally.
6. Free Sovereign Citizens have the right to produce and exchange property, and to own the products of their labor and thought. No individual, group, or majority has a right to the labor, ideas, production, or property of a Free Sovereign Citizen, or any part thereof, without prior consent or agreement.
7. Free Sovereign Citizens have the right to defend and protect themselves and their property against coercive aggression, and to contract with others to assist them. The authority of voluntarily-chosen agents to defend or protect Citizens and/or their property is strictly limited to that defense or protection.
8. Free Sovereign Citizens consider a crime to occur only when there is a damaged person or property. Therefore, there is no such thing as a "victimless crime," and no Free Sovereign Citizen can commit a crime simply by disobeying the arbitrary rules of tyrants or coercive organizations.
9. To be legitimate, courts and trials must be based on voluntary association and agreement, rather than on coercion. However, anyone who infringes on the person or property of another may be subject to a requirement for restitution by the damaged person.
10. Free Sovereign Citizens recognize that social order and cooperation develop spontaneously in the absence of coercion. They also recognize that leadership by example and productive effort is more beneficial than leadership by force, violence, compulsion, or fear.
11. The principles stated in this Code apply to all Free Sovereign Citizens without regard to age, race, religion, philosophy, background, birthplace, geographic location, gender, or sexual preference.
12. For a right to be valid its exercise may not impose a positive obligation on another; it only depends on others not taking coercive actions. Free Sovereign Citizens respect the equal rights of other Citizens, and therefore do not expect others to contribute to their interests, except through voluntary transactions or contributions.

G. RULES OF TERRA LIBRA DEFINED. For the purposes of this Contract, the term "Rules of Terra Libra" shall mean:

1. The body of definitions, principles, and procedures growing out of, and being consistent with the Code of Terra Libra.
2. The natural, written or unwritten, non-legislated rules developing spontaneously in accordance with the Code of Terra Libra.
3. The rules and customs, consistent with the Code of Terra Libra, as expressed in the judgments of Terra Libra Courts.

H. NOT SUBORDINATED TO TERRITORIAL CRIMINALS. Wherever this Contract or Company transactions designate or involve a geographical location, such designation shall not be construed as subordinating this Company, its Trustees, Advisors, Capital Unit Holders, Contractors, or Agents to the rules or customs of any criminals or agents of fraud, force, or violence -- organized or not, and irrespective of what such criminals may call themselves -- who may be operating in the vicinity of the location so designated or involved. (Definition: territorial criminals are individuals who use fraud, force, and violence to claim "jurisdiction" over a territory and the persons in that territory; they further use fraud, force, and violence to impose their will upon others and to live parasitically off the production of others.)

I. CONFIDENTIALITY. As part of the consideration for this Contract, the Trustees shall conduct the Trust affairs of this Trust in strict confidentiality, revealing only such information as in their discretion is necessary, and shall act solely in accordance with the principles, rights, and immunities of the Code and Rules of Terra Libra in administering the affairs of this Trust.

J. LIMITED LIABILITY. AIl persons, companies, corporations, and all other entities extending credit to, contracting with, or having claims against this Trust or the Trustees, Officers, and Agents hereof, must look only to the assets of this Trust for payment or for settlement of any debt, tort, damage, judgment, or decree, or any indebtedness which may become payable hereunder. The Trustees, Advisors, Officers, and Agents are independent contractors and are not personally liable when dealing with Trust assets or Trust business matters.

K. INTERPRETATION OF CONTRACT; SEVERABLE CLAUSES. If any sentence, paragraph, clause, section, or provision of this Contract or of the Minutes of this Trust is held to be unenforceable or invalid, it shall be severable and shall not affect any of the remaining provisions, which shall be given full force and effect nonetheless.

L. CONFLICT BETWEEN SECTIONS. If there be any conflict between this section and any other section of this Contract, this section shall prevail.

A. FIDUCIARY ACCEPTANCE BY TRUSTEES. The Board of Trustees agree to act as fiduciary on behalf of the Holders of Capital Units and to hold title as set out in Section II-C, and acknowledge delivery of all of the property specified in the Property Schedule (Section XXII).

B. FIDUCIARY DUTY OF TRUSTEES. The Trustees agree to conserve, improve, manage, protect, invest, and reinvest the assets of the Trust in a manner most likely to increase the Corpus (assets) of the Company without undue risk; making such distributions of the income, assets, or both, to the holders of Capital Units, and in all other respects administering the affairs of this Trust in good faith, acting at all times upon their best judgment and discretion strictly in conformance with this Contract.

C. TRUSTEE POWER TO DO ANY BUSINESS. It being the intent of the Company to encourage worthwhile projects, the Trustees, as they deem reasonable, may engage in any business or trade with any person or thing including (not limited to) making investments in commercial, scientific, literary, educational, or other ventures.

D. TRUSTEE POWER TO ACCEPT PROPERTY. The Trustees may accept any property to be added to the Corpus of the Trust, including that offered by gift, bequest, or other conveyance.

E. VOLUNTARY CAPITALISM. This Company shall implement the principles of voluntary capitalism, as expressed in the Code of Terra Libra, and shall encourage other individuals and groups to do the same.

A. TOTAL CAPITAL UNITS. The entire beneficial interest of this Trust is divided into exactly ONE HUNDRED MILLION (100,000,000) Capital Units which may be subdivided into smaller, or merged into larger denominations as necessary, from time to time, as the Trustees deem necessary. The Trustees may, as they deem necessary, create additional Capital Units, thereby increasing the total number of Capital Units.

B. PAR VALUE. The initial par value of each Capital Unit shall be one (1) gram of gold.

C. CAPITAL UNITS EXCHANGED FOR VALUE. The Trustees may exchange such Capital Units for gold, property, services rendered, or other consideration, and on such terms as they deem reasonable. (See Section XVII-C.)

D. CAPITAL UNITS TRANSFER AGENT. The Trustees shall appoint a Capital Units Transfer Agent to, or have the Trust Secretary, prepare Capital Unit Certificates and maintain the Capital Units Register.

E. CAPITAL UNITS PERSONAL INTEREST. The Trustees shall issue or cause to be issued to subscribers for, or purchasers of, such Capital Units, Certificates in such form as the Trustees deem proper, evidencing the rights of such Capital Unit Holders. The Certificates shall be unattachable personal property and shall entitle Holders thereof to participate in all dividends and other distributions of property or principal in the proportion which the number of Capital Units of each Holder bears to the total number of outstanding Capital Units.

F. CAPITAL UNIT CERTIFICATES. Capital Unit Certificates shall be signed in the Company name of _______________________________________ [name of Trust] by the Chief Executive Officer, countersigned by the Secretary. Certificates, when issued, so signed and countersigned, and entered in the Capital Units Register, shall be binding on the Company, the Trustees thereof, and all Officers and Agents of the Company.

G. CAPITAL UNITS NON-ASSESSABLE. Said Capital Units and any dividends or distributions therefrom are non-assessable and non-taxable.

H. DISTRIBUTION TO CAPITAL UNIT HOLDERS. The share of any dividend or distribution due to any Capital Unit Holder, including any final distribution upon termination, will be exclusively determined by that Holder's number of Capital Units, proportionate to the total number of outstanding Capital Units, as recorded in the Register of Capital Units maintained by the Trustees.

I. LIMITATION OF RIGHTS OF CAPITAL UNIT HOLDERS. Ownership of Capital Units does not entitle such holder to any title, nor to any management powers or rights to or in any assets or income of the Trust.

J. DISSOLUTION RIGHTS. All rights of a Capital Unit Holder terminate upon the death of that Holder, and are automatically transferred to his or her successor. (See Section VI, F). The death, insolvency or bankruptcy of any Capital Unit Holder shall not operate to dissolve, terminate, or in any other manner affect this Trust nor any of its Trust operations or affairs. The heirs, representatives, or transferees of said Holder may not demand a division of property of the Trust, nor any special accounting, nor any rights whatsoever, except that designation of successor interest as authorized, or any transfer of Units duly recorded as set forth herein, shall entitle the new Holder to the exact same rights as the prior Holder.

K. NET EARNINGS IN GOLD. The Capital and Retained Earnings Accounts of the Company shall be established and maintained in grams of gold, and such Accounts shall thereby represent the Company's obligation to Capital Unit Holders. The Net Worth per Capital Unit is defined as the total book value of outstanding Capital Units plus Retained Earnings divided by the number of outstanding Capital Units.

L. CAPITAL LIEN UPON DISSOLUTION. Upon dissolution, each Capital Unit issued by the Company shall operate as a lien against Company property in an amount equal to the total book value of outstanding Capital Units plus Retained Earnings divided by the total outstanding Capital Units. This lien shall be inferior to all prior and succeeding voluntary obligations of the Company but it shall stand on an equal basis with all other outstanding Capital Units, regardless of when issued.

M. ISSUANCE OF OPTIONS. The Trustees may, as they deem necessary (subject to the limitation of Clause O below), issue Options which bestow the right to purchase authorized but unissued Capital Units from the Company at a fixed price within a specified time period.

N. TRUSTEE TRANSACTION IN CAPITAL UNITS. Any Trustee hereunder may purchase, hold, and dispose of Capital Units in this Company to the same extent and in the same manner as if he or she were not a Trustee, and without affecting in any way his or her status or power as a Trustee.

O. LIMITATION ON CAPITAL UNIT DILUTION. In any calendar year the Trustees may not issue or cause to be issued:

1. A number of Capital Units and Options that shall exceed by more than twenty percent (20%) the number of outstanding Capital Units at the end of the previous calendar year, without the approval of the Holders of more than fifty percent (50%) of the outstanding Capital Units of the Company immediately before the contemplated new issuance.
2. A number of Capital Units and Options that shall exceed by more than fifty percent (50%) the number of outstanding Capital Units at the end of the previous calendar year, without the approval of the Holders of more than seventy percent (70%) of the outstanding Capital Units of the Company immediately before the contemplated new issuance.
3. A number of Capital Units and Options that shall exceed by more than hundred percent (100%) the number of outstanding Capital Units at the end of the previous calendar year, without the approval of the Holders of more than ninety-five percent (95%) of the outstanding Capital Units of the Company immediately before the contemplated new issuance.
4. This clause (O. Limitation on Capital Dilution) may only be amended with the unanimous approval of all Capital Unit Holders.

COMPANY MARKET FOR CAPITAL UNITS. The Company shall maintain a nominal market for its outstanding Capital Units by offering:

1. To make net purchases of up to one percent (1%) of its outstanding Capital Units per week at ninety percent (90%) of the Company's latest published Net Worth per Capital Unit, or at market, whichever is less;
2. To make net sales of up to one percent (1%) of its outstanding Capital Units per week at a hundred and ten percent (110%) of the Company's latest published Net Worth per Capital Unit, or at market, whichever is greater;
3. A brokerage service for quantities and prices not provided for by the nominal market. In respect of the initial Capital Unit Holders (whose names appear on page 6 of this Contract), this Section shall come into effect one year after the signing of this Contract, or as determined by the Board of Trustees.

A. CAPITAL UNIT TRANSFERS. The Capital Units herein shall be transferable by an appropriate instrument in writing and by surrender of the Capital Unit Certificate to the Trustees or to their designated Transfer Agent.

B. CERTIFICATE VALIDATION. All transfers of ownership of Capital Units must be recorded by the Trustees in the Register of Capital Units, such records being conclusive proof of the proper Holder of such Units. No assignment or transfer of Capital Units will be effective unless and until such assignment or transfer is duly approved and recorded by the Trustees in the Register of Capital Units.

C. CERTIFICATE REISSUE. Upon transfer, surrender, and the recording thereof in the Register of Capital Units, a new Certificate shall be issued to the transferee. In case of a transfer of only part of the Capital Units evidenced by a Certificate, a new Certificate for the residue shall be issued to the transferor.

D. NOTICE OF CERTIFICATE HOLDER. The person in whose name Capital Units are recorded in the Register of Capital Units shall be deemed to be and treated as the absolute Holder thereof for all purposes hereof, and until the existing Certificate is surrendered and transfer is recorded as required above, Trustees shall not be affected by any notice, actual or constructive, of any transfer.

E. CAPITAL UNIT TRANSFER BY HOLDER. The Trustees shall not be bound or affected by any transfer of Capital Units unless such transfer be done according to the consent of the Capital Unit Holder or according to the Code and Rules of Terra Libra.

F. CAPITAL UNIT HOLDER'S SUCCESSOR. Every Capital Unit Holder shall designate a successor on the face of his or her Capital Unit Certificate. In the absence of such designation the Trustees shall determine a successor to such Certificate in case of the Capital Unit Holder's death. Capital Unit Holders that are perpetual entities need not comply with this paragraph.

G. SUCCESSION OF RIGHTS. In the event of the death of a Capital Unit Holder, the transferees, heirs, legatees, or valid representatives of the decedent or transferor shall succeed to his or her rights.

REPLACEMENT OF CERTIFICATE. Upon loss or destruction of a Certificate of Capital Units, a new Certificate may be issued in its place, on such conditions as the Trustees may deem necessary and proper.

COMPANY COMMUNICATION ACCOMMODATION. The Trustees may deliver, or cause to be delivered, any written message they deem fit and proper, from any Capital Unit Holder to all or some Capital Unit Holders for the cost of handling and delivery plus one quarter (0.25) gram of gold per Capital Unit Holder name.

A. DISTRIBUTIONS. The Trustees may, from time to time, declare and pay out of the property produced by the Company such dividends as they, in their discretion, deem proper and reasonable to the Capital Unit Holders in strict proportion to the number of Capital Units held by each such Holder as recorded in the Register of Capital Units on the date of distribution. The Trustees shall not distribute the Corpus (or any part of it), except in partial or complete liquidation of the Trust.

B. WAIVER OF DISTRIBUTION. Any Capital Unit Holder may waive the right to receive any particular distribution or distributions, by delivering to the Trustees a written waiver prior to the date of the distribution, which waiver shall be entered into the Minutes. Such waiver shall cause the waiving Holder's share of the particular distribution to be irrevocably allocated to the Retained Earnings Account.

C. NOT COMMUNITY OR OTHER PROPERTY. No future benefit accruing to any Capital Unit Holder under this Contract shall form or constitute a portion of any communal or joint estate of such Holder, but shall be and forever remain his or her sole separate and exclusive property. Should any such Holder be married under a community property marriage contract, then any benefit so accruing shall be expressly excluded from the community property. Such benefit shall be free from the interference, control or marital power of any spouse of such Holder. Moreover, the provisions of this paragraph shall apply not only to the benefit actually accruing to such Holder, but also to any and all benefits at any time thereafter, directly or indirectly acquired by means of the proceeds thereof. For the purposes of this clause, the term "benefit" shall include movable and immovable, tangible and intangible, property.

A. RIGHTS SUBJECT TO THIS CONTRACT. The rights of Capital Unit Holders and of transferees and other persons becoming entitled to Capital Units of the Company shall be subject to all the terms and conditions of this Contract.

B. PERSONAL PROPERTY. The Capital Units shall be personal property, and the ownership thereof shall not give any person any title in or to the Company property or any part thereof, but shall only entitle the Holders of Capital Units to their proportionate shares of dividends and distributions as above provided.

C. NO MANAGEMENT RIGHTS. No Capital Unit Holder shall have any rights to manage or control the property, affairs, or business of the Company, or any power to control the Trustees in these respects.

D. NO RIGHT TO PARTITION. No Capital Unit Holder shall have any right to a partition of the Company property during the continuance of the Company.

A. LIABILITY LIMITED TO INVESTMENT. The liability of Capital Unit Holders is limited to the purchase price or other consideration paid or exchanged for their Capital Units.

B. NOT LIABLE FOR JUDGMENTS AGAINST COMPANY. Having no control over the affairs of the Company or the Trustees, Capital Unit Holders shall not be liable for any judgment against the Company or call by the Company to satisfy such judgment.

C. NO AUTHORITY BY COMPANY TO BIND CAPITAL UNIT HOLDERS. The Trustees, Advisors, Officers, and Agents of the Company shall have no authority to bind Capital Unit Holders personally in any way.

D. LIABILITY INCREASED ONLY BY UNANIMOUS CONSENT. No amendment shall ever be made to this Contract increasing or enlarging the liability of Capital Unit Holders, without the unanimous consent of all said Holders. This clause may never be amended.

A. QUARTERLY. Meetings of Capital Unit Holders shall be held quarterly, upon proper notice, for the purpose of exercising and discharging any powers or duties vested in them by this instrument. (See Sections I-C, XI-D, XIII-B, and XXI-B.)

B. SPECIAL MEETINGS. The Trustees, upon due notice, may call special meetings of Capital Unit Holders at any reasonable time.

C. NOTICE OF MEETINGS. The Trustees shall notify all Capital Unit Holders of the time and place of all meetings, whether regular or special. In the case of special meetings, the Trustees shall also give notice to all Capital Unit Holders of the general purpose of the meeting and the nature of the business to be considered.

D. ADDRESS. Notice mailed to a Capital Unit Holder directed to him or her at the address shown in the Register of Capital Units of the Company shall be deemed sufficient for this and for all other purposes unless written notice of change of address is given to the Trustees.

E. PRESIDING OFFICER. At all meetings of Capital Unit Holders, the Chief Executive Officer named by the Trustees, or such other person as may be designated by the Trustees, shall preside.

F. VOTES. Each Capital Unit Holder shall have the number of votes equivalent to the number of Capital Units he or she owns.

G. WRITTEN PROXIES. Capital Unit Holders may vote by proxy, provided such proxy is authorized in writing.

H. QUORUM. The owners of fifty percent (50%) of the outstanding Capital Units, or their proxies, shall constitute a quorum for the purposes of any meeting of Capital Unit Holders. Except where it is otherwise provided herein, a majority of the Capital Units represented and voting at the meeting shall prevail.

A. NUMBER OF TRUSTEES. The Board of Trustees shall consist of not less than one (1) Trustee, and may by resolution duly recorded in the Minutes increase the number of Trustees for reasons deemed beneficial to the Trust. The Trustees named herein, as well as those appointed under the authority and terms of this Contract shall hold office, and have and exercise collectively the exclusive management and control of the assets and the Trust affairs of this Trust without any consent or approval of the Capital Unit Holders.

B. SUCCESSION. In the event of death or vacation from office by resignation of a Trustee, the remaining Trustees may appoint a qualified and financially competent or bonded successor Trustee at their discretion. No Trustee shall resign when he or she is the last remaining Trustee, without first naming a qualified successor Trustee who shall accept the office coincident with the last Trustee's resignation, except upon termination of this Trust according to the terms of this Contract. Should the entire Board of Trustees become vacant, the Capital Unit Holders may appoint a new Board of Trustees at a special meeting convened for this purpose. The new Board of Trustees shall be bound by the terms, conditions, and provisions of this Contract.

C. NEW TRUSTEES. By their signatures upon the Minutes appointing them, newly appointed Trustees accept the terms, conditions and provisions of this Contract and the Trust property in the same manner as the original Trustees, and the assets and responsibilities shall immediately vest in each new Trustee as fiduciary without any further act of conveyance.

D. BONDING. No bond shall be required of the original Trustees, nor of any future Trustees appointed according to this Contract, unless such be required by resolution of the Board of Trustees, duly recorded in the Minutes.

A. MEDIATION. The Trust Secretary shall attempt to have any dispute between an aggrieved party and the Company resolved through mediation. Should mediation fail, arbitration would be the next resort.

B. REQUEST FOR ARBITRATION. Any aggrieved party may request in writing that the Trust Secretary convene a Board of Arbitration to resolve any dispute between the aggrieved party and the Company.

C. SELECTION OF ARBITRATORS. Unless otherwise specified by a prior contract between the aggrieved party and the Company, the Board of Arbitration shall consist of three (3) persons, independent of the Trust: one selected by the aggrieved party, one selected by the Trustees, and the third selected jointly by the two selected arbitrators.

D. DECISION PROCESS. The Board of Arbitration shall, after meeting, investigation, and majority agreement, give judgment which shall be binding on all parties.

E. REMOVAL OF TRUSTEES. An aggrieved party, who shall be one or more Capital Unit Holders properly recorded in the Register of Capital Units, or a duly appointed Officer of the Trust, may request in writing the removal of one or more Trustees. If the Trust Secretary deems the request for removal to constitute proper cause, he or she shall convene a Board of Arbitration as specified above. Any one or more of the following, on the part of a Trustee, shall constitute proper cause: (1) Insolvency; (2) Negligence; (3) Incompetence; (4) Failure to perform fiduciary duties under the terms of this Contract; (5) Participation in any activity that can reasonably be deemed to harm the interests of the Company (conflict of interest). The Board of Arbitration shall have the power, upon meeting, investigation, and majority decision, to remove one or all Trustees for any one or more of the above reasons that constitute proper cause, provided that a qualified successor Trustee, who shall agree to and assume the duties and responsibilities of Trustee under the terms of this Contract, is appointed concurrent with the removal of the last remaining Trustee.

F. AMENDMENT REQUIRES UNANIMOUS APPROVAL. This section (XIV "Board of Arbitration; Resolution of Disputes; Removal of Trustees") may only be amended with the unanimous approval of all the Capital Unit Holders.

A. MONTHLY TRUSTEE MEETINGS. Regular meetings of the Trustees shall be held at or near the principal office of the Company at least once a month, at such times as they may from time to time fix.

B. SPECIAL MEETINGS. Special Trustee meetings may be held at any time for the transaction of any business upon the call of any Trustee.

C. PRESIDING OFFICER. The Chief Executive Officer or, in his or her absence, any other person the Trustees may designate, shall preside at such meetings.

D. QUORUM. A majority of Trustees shall constitute a quorum.

E. REMOTE VOTING. Participation and voting at any Trustee meeting may be by telephone or other electronic process, so long as any such voting is followed by a written confirmation setting forth the particulars of such voting from all Trustees voting from distant locations. Any Trustee absent from a Trustee meeting may cast his or her vote on a particular issue in advance, provided that if such vote is cast orally, it will be followed by a written confirmation.

F. AUTOMATIC RATIFICATION. No informality or defect in the manner of calling or holding meetings, and no failure to call or hold such a meeting, shall affect the validity of any action taken by a two-thirds majority of all Trustees.

G. TWO-THIRDS VOTE BINDING. The decision or action of a two-thirds majority of Trustees, provided they constitute a quorum, present and voting at any meeting, shall be conclusive and binding as the act and decision of the Board of Trustees as a whole.

H. RECORDING OF MINUTES. The Minutes of all meetings, as well as any unusual actions beyond the normal management and administration of Trust affairs, by the Trustees, shall be recorded by appropriate entry into the official Book of Minutes thereby becoming part of the permanent records of the Trust.

A. MANAGEMENT ACCORDING TO THIS CONTRACT. The Board of Trustees shall have absolute and exclusive control, management, and disposition of all property at any time belonging to the Company, and absolute and exclusive power and control over the management and conduct of the business and affairs of the Company, free from any power of control on the part of the Capital Unit Holders. The Board of Trustees may hold, manage, deal with, and dispose of the property and business of the Company in the same manner as if they were the absolute proprietors thereof. They shall have all powers necessary, convenient, or appropriate to the purposes and ends of the Company, subject only to the specific limitations placed on their powers by this Contract.

B. POWER UNDER CODE AND RULES OF TERRA LIBRA. The Board of Trustees shall have, except as modified by the terms of this Contract and the Minutes of the Board interpreting the same, all of the powers of Trustees under the Code and Rules of Terra Libra. The Board shall have among other powers, the power to make any type of investment for the benefit of the Corpus, to borrow money for any Company purpose, to encumber property or hypothecate it; or by mortgage or deed of trust, or by pledge, or otherwise, take any measures it deems appropriate to expand the Corpus of the Company. The Board shall have power to sell, convey, exchange, convert, improve, repair, partition, divide, allot, subdivide, create restrictions and easements or other servitude thereon; to lease or sublease for terms within or beyond duration of the Company, and; to trade in notes, bonds, securities, contracts, credits, commodities, currencies, collectibles, patents, trademarks, copyrights, and all to be managed by any person designated by the Trustees. The Board shall have the power to make loans to any person, subject to conditions they deem fit and proper.

C. RESOLUTIONS. Resolutions of the Trustees, in accordance with the intent of this Contract, and recorded in the Minutes, authorizing any lawful action, are conclusive proof that such actions are within their power. The Trustees have the power to construe the meaning and intent of this Contract, subject only to a ruling by a Board of Arbitration convened in accordance with Section XIV.

D. PRINCIPAL; INCOME; DISTRIBUTABLE NET INCOME. The Trustees have full authority to determine what constitutes the principal of the Corpus, the gross and net income therefrom, and the net income distributable to the Capital Unit Holders, under the terms of this Contract.

E. NO RIGHT TO DIMINISH COMPANY. The Trustees shall have no authority to include the Company in any contract that diminishes the rights of the Company or its Capital Unit Holders.

F. TRUSTEE POWER OF INSPECTION. Any Trustee may at any reasonable time inspect the records of any part of the Company. No Trustee, Officer, Agent, or Contractor of the Company may obstruct any such inspection. A Trustee doing such an inspection may make copies of any records, with the exception of names and addresses of customers and Capital Unit Holders. Such copies of records may not be removed from the Company premises, and may not be disclosed to anyone outside the Company, except to a Board of Arbitration convened in accordance with Section XIV.

A. UNIT OF ACCOUNT. The unit of account of this Company shall be the gram of gold, and multiples and divisions thereof.

B. REQUIRED FINANCIAL REPORTS. The Trustees shall make monthly written financial reports of their operations during the first fiscal year and shall make quarterly written financial reports of their operations during succeeding fiscal years. Financial reports shall include the operating results and the balance sheet of the Company, and shall be distributed to all Capital Unit Holders free of charge.

C. CAPITALIZATION OF EXPERTISE AND DEVELOPMENT. Capital Units issued to the initial Capital Unit Holders in return for the expertise and development they invest in the Company shall be capitalized into the Startup Asset Account.

D. LOSS ACCOUNTING. The Trustees shall preserve the Capital Unit Holders' capital by capitalizing the monthly net losses of the first year into the Startup Asset Account; quarterly net losses thereafter are to be taken from the Retained Earnings Account. The Startup Asset Account will be amortized as determined by the Trustees.

E. INSPECTION OF FINANCIAL REPORTS. Financial reports shall be kept on file at or near the principal office of the Company at all times, and shall be subject to inspection by any Capital Unit Holder or his or her representative at any reasonable time (subject to 24-hour notice); and a copy or summary thereof shall be available, for a reasonable fee, to any Capital Unit Holder requesting same.

A. TRUSTEE ONLY LIABLE FOR BREACH OF FIDUCIARY DUTY. No Trustee shall be liable for any act or omission whatsoever of any other Trustee or of any Advisor, Officer, Agent, or Servant of the Company. No Trustee shall be liable for any error in judgment, except for his or her own breach of trust.

B. TRUSTEES NOT ACTING PERSONALLY. Every act or thing done or omitted, and every power exercised or obligation incurred by the Board of Trustees or by Trustees individually, in the management and administration of the Company or in connection with any business, property, or concern of the Company, whether ostensibly in their own names or in their capacity as Trustees, shall be done, omitted, exercised, or incurred by them as Trustees and not as private individuals.

C. CREDITORS. Any person contracting or dealing with the Trustees, Officers, Agents, and Servants of the Company, or having any debt, claim, or judgment against them or any of them, shall look only to the property of the Company for payment or satisfaction.

D. TRUSTEES NOT PERSONALLY LIABLE. No Trustee, Officer, Agent, or Servant of the Company shall ever be personally liable for any contract, debt, tort, claim, damage, or judgment arising out of the Company property or the conduct of any business of the Company. A notice to this effect may be inserted in any contract, order, or other instrument made by the Trustees or their Agents, and on stationery used by them, but the omission thereof shall not be construed as a waiver of the foregoing provision, and shall not render the Trustees or their Agents personally liable.

A. OFFICERS. The Trustees shall appoint from among their number a Chief Executive Officer, a Secretary, and a Treasurer. Any Trustee may hold two or more of these Offices simultaneously.

B. DUTIES OF OFFICERS. The terms and duties of such Officers shall be fixed by the Trustees.

C. REMOVAL OF OFFICERS. The Trustees may at any time, with or without cause, remove or discharge any such Officer, provided that the removal of an Officer as such shall not affect his or her status as Trustee.

D. AGENTS AND CONTRACTORS. In addition to the above Officers, the Trustees may appoint Agents and Contractors to perform such functions as they deem necessary and in the interest of the Trust.

E. CONTRACTS; CONFIDENTIALITY. All such persons so appointed may be required to execute a contract setting forth their duties, authority, responsibility, compensation, and the fact that they shall not disclose to any person outside the Trust any information regarding its business affairs without the prior written consent of the Trustees.

F. COMPENSATION DETERMINED BY TRUSTEES. The Trustees shall at their discretion fix and pay compensation to all Officers, Agents, and Contractors of the Company, and may receive such reasonable compensation for services as they may determine. All Trustees, Advisors, Officers, Agents, and Contractors shall have the right to receive any compensation for their services. Any expenses legitimately incurred on behalf of or for the benefit of the Trust and paid for by any Trustee, Officer, Agent, or Contractor from personal funds, shall be reimbursed.

G. TRUSTEES' AUTHORITY TO CONTRACT. The Trustees have the power to contract for the services of any assistants, agents, brokers, attorneys, accountants, clerks, aids, sub-contractors, investment counsel, or other persons as they deem necessary for the proper functioning of the Trust.

H. TRUSTEE REIMBURSEMENT. The Board of Trustees, in the capacity of Trustees and not as individuals, assumes only such liability as may attach to the assets of the Trust. This Trustee liability shall in no manner attach to or jeopardize their individual or personal income or assets. Should any Trustee suffer any losses for any reason related to his services to the Trust, he shall be reimbursed from the assets of the Trust to the same extent as would any non-interested persons, excepting therefrom any losses sustained by reason of personal breach of fiduciary duty. No Capital Unit Holder shall be personally or individually liable to any extent in respect of this provision.

I. CONFLICTS OF INTEREST. No Trustee is authorized to loan or advance funds to the Trust, or to enter into business transactions or dealings with the Trust, other than those expressly set forth in this Contract.

J. OPERATING FUNDS. Funds accruing in the accounts of the Trust shall constitute its operating funds. The Trustees may liquidate assets for the purpose of adding to the operating funds as necessary.

K. RELIANCE ON COPY OF CONTRACT. Any person is entitled to rely upon a copy of this original Contract or of any instrument executed according to this Contract's provisions to the same extent as the original document, provided that such copy is certified as a true copy by the Trustees. A certified Minute of the Trustees authorizing an act shall be sufficient evidence to those doing business with the Trust that such act is within the Trust's powers.

A. NUMBER AND APPOINTMENT OF ADVISORS. The Advisory Board shall consist of any number of Advisors, appointed by the Board of Trustees.

B. FUNCTIONS OF ADVISORS. Members of the Advisory Board use their influence, connections, knowledge, and resources to further the business of the Company. Advisors may provide advice and guidance regarding the control and management of the affairs of the Company. Advisors may act as consultants to the Company and receive compensation as deemed appropriate by the Board of Trustees. Advisors may also be Capital Unit Holders of the Company.

C. PRESIDING OFFICER. The affairs of the Advisory Board shall be presided over by the President of the Advisory Board. The initial President shall be appointed by the Board of Trustees. Successor Presidents shall be appointed by the Advisory Board, according to procedures to be determined by the Advisory Board; such appointments being subject to approval by the Board of Trustees. Should the office of President be vacant at any time, and the Advisors fail to appoint a new president, the Board of Trustees may appoint a new president.

D. MEETINGS OF ADVISORS. Advisory Board meetings shall be held at such times and places as determined by the Advisors. The President or a nominee shall preside at such meetings. The Advisors may appoint a Secretary to record minutes. The Board of Trustees may also convene Advisory Board meetings; such meetings may be attended by any or all Trustees.

E. POWER AND LIABILITY OF ADVISORS. The power of advisors is limited to providing advice to the Company. The Trustees may accept or reject any such advice. Advisors are not liable for the consequences of advice given to the Company, except that in the case of fraudulent or deliberately misrepresentative information resulting in loss to the Company, Advisors shall be fully liable.

F. CONFLICT OF INTEREST. Should any Advisor be involved in any activity that can reasonably be deemed to conflict with the interests of the Company, such activity shall be fully disclosed to the President of the Advisory Board and to the Board of Trustees.

G. REMOVAL OF ADVISORS. The Board of Trustees may at any time remove any or all Advisors without cause and may appoint a new Advisory Board. However, no such removal may violate any contractual arrangement between an Advisor and the Company.

A. AMENDMENT. The Trustees, by agreement of at least a two-thirds majority of all the Trustees, have the power to amend this Contract -- except as stipulated in Section IV-O "Limitation on Capital Dilution"; Section XI-D "Liability Increased Only by Unanimous Consent"; and Section XIV "Board of Arbitration; Resolution of Disputes; Removal of Trustees" -- to better carry out its intent and purposes, provided that any such amendment shall be consistent with the Code of Terra Libra, and to the intent and purposes of this Contract, and to the fiduciary obligations to the Capital Unit Holders. Any such amendment shall be communicated in writing to all Capital Unit Holders free of charge.

B. EMERGENCY TERMINATION. The Trustees may at their discretion, because of conditions deemed threatening to the assets and/or income of the Trust, or for any other good and sufficient reason, terminate this Trust at any time, provided that such termination be approved by 90% of the Capital Units represented at a special meeting of Capital Unit Holders, convened for this specific purpose.

C. WINDING UP BUSINESS. Upon termination of the Trust, a Notice of Termination shall be recorded, published, and distributed as necessary. The authority of the Trustees shall continue past the termination date as necessary to wind up the affairs of the Trust. Such winding up may include public and private sales of Trust property and assets. The Trustees shall pay all remaining obligations of the Trust, then distribute the remaining assets to the Capital Unit Holders in proportion to the Capital Units held. Upon completion of the foregoing, the Trustees shall be automatically discharged.

a Terra Libra Trust, the Capital Unit Holders and Trustees have signed their names to this agreement in recognition of the conveyance, delivery, and acceptance of the consideration set forth, and of the obligations and the duties herein assigned and hereby agree and assent to all the stipulations as imposed on the pages of this Declaration and Agreement at ______________________________________________ on the day, month, and year first above written.

AGREED AND ACCEPTED

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Terra Libra Trust: Instructions | Accounting Example | Declaration and Agreement

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