SEC Info - Trimaine Holdings Inc - ‘SC 13D’ on 12/13/01 re: MFC Industrial Ltd.

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Trimaine Holdings Inc – ‘SC 13D’ on 12/13/01 re: MFC Industrial Ltd. – EX-1

On: Thursday, 12/13/01 · Accession #: 948727-1-500011 · File #: 5-54859

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

12/13/01  Trimaine Holdings Inc             SC 13D                 2:50K  MFC Industrial Ltd.

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     17K 
 2: EX-1        Underwriting Agreement                                14     57K

EX-1 — Underwriting Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) TriMaine Trust Settlement
1	1st Page - Filing Submission
"	TriMaine Trust Settlement

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 TRIMAINE TRUST SETTLEMENT
 -------------------------

 THIS  SETTLEMENT  is  made  as  of  the  3rd  day  of  December,  2001,

BETWEEN:                                                                        

TRIMAINE  HOLDINGS, INC., a corporation organized under the 
------------------------                                    
laws of the State of Washington, having an address care of  
Suite 1620, 400 Burrard Street, Vancouver, British  Columbia
V6C  3A6                                                    

(hereinafter  called  the  "Settlor")                       

                                                      OF  THE  FIRST  PART

AND:                                                                            

 NEW IMAGE INVESTMENTS CO. LTD., a corporation organized under
------------------------------                              
   the laws of the British  Virgin  Islands,  having an address at
    325 Waterfront Drive, Omar Hodge Building  2nd  Floor,  Wickhams
Cay, Road Town, Tortola, British Virgin Islands             

(hereinafter  called  the  "Original  Trustee")             

                                                       OF  THE  SECOND  PART

WHEREAS:                                                                        

A.     The  Settlor  being  desirous of making such irrevocable settlement as is
 hereinafter contained has paid to the Original Trustee or otherwise
   placed under its  control  the  sum  of  US  $100.00  (One Hundred US
Dollars);                                                         

B.     It  is  contemplated  that  further  sums  of money, investments or other
     property may hereafter be paid or transferred or otherwise placed under
     the control of the Trustees (as hereinafter defined) to be held by them
upon the trusts  of  this  Settlement  (as  hereinafter  defined);

NOW  THIS  INSTRUMENT  WITNESSETH  as  follows:                                 

1.     In  this  Settlement,  the following expressions shall have the following
meanings:                                                         

      (a)  "MFC"  means MFC Bancorp Ltd., a body corporate organized under the
laws of  the  Yukon  Territory;                       

      (b)  "Beneficiary"  means  TriMaine  Holdings,  Inc.,  a  body corporate
   organized under  the  laws  of  the  State  of  Washington;

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     (c)  "Settlement" means the settlement created by this instrument dated
December  3,  2001;                                     

(d)  "Shares"  means  1,870,000  common  shares  of  MFC;         

(e)  "Trust  Fund"  means  and  includes:                         

          (i)    the  said  sum of US $100.00 (One Hundred US Dollars) under
              reference in recital A to this Instrument or Settlement;

(ii)   the  Shares;                                     

            (iii)  all cash investments and property, real or personal, paid  or
                   transferred  to, and accepted by the Trustees as additions to
                   the Trust Fund and held  by  them  upon  the  trusts  hereof;

            (iv)   the investments,  securities,  property  and  cash, from time
                   to time, representing  the  said sum, the Shares and the said
                  additions to the Trust Fund or  any  part  or  parts thereof
               respectively and any accumulations make or made under the
               trust in  that  behalf  contained  in  clause  6  hereof;

      (f)  "Trustees" means the Original Trustee or other trustee or trustees,
for the  time  being,  thereof;                         

(g)  "Vesting  Date"  means  the  first  to  occur  of:           

           (i)    the  expiry  of the period of 21 years from the date of this
Settlement;                               

          (ii)   such date being earlier than the day specified in paragraph
                  (i) of this subclause  as  the  Trustees  may at any time by
                  writing under their hands or by instrument  executed  before
the  Vesting  Date  appoint.              

2.     (a)  This  Settlement  is  established  under  the  laws  of  British    
           Columbia, Canada and the rights of all parties and the construction
           and effect of each and  every  provision  hereof  shall  be subject
           to the exclusive jurisdiction  of  and construed and regulated only
           according to the  laws  of British  Columbia and the laws of Canada
           applicable  therein notwithstanding that  any  one  or  more of the
           Trustees may, from time to time, be resident or domiciled elsewhere
than  in  British  Columbia,  Canada.                   

      (b)  Provided  always  that  the Trustees may at any time, and from time
           to time, by writing under  their  hands  or  by  deed  declare that
           the trusts, powers, and provisions hereof  shall  from  the date of
           such  declaration  take  effect  in  accordance with the law of any
           other  place  in any part of the world and as from the date of such
           declaration the law of the state or country named therein shall  be
           the  law applicable to this Settlement and the courts of that state
or country shall  be  the                               

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     forum for the administration thereof but subject to the power
      conferred by this subclause  and until any further declaration
is  made  hereunder.                                    

  (c)  So often as any such declaration as aforesaid shall be made the
           Trustees may at any time or times thereafter by writing under their
           hands or by deed make such consequential alterations in the trusts,
           powers,  and  provisions  of  this  Settlement  as  they,  in their
           absolute  discretion,  consider  necessary  or  desirable to secure
           that  so far  as may be possible such trusts, powers and provisions
           shall be as valid and effective under the laws of the country named
           in such declaration as they are under the laws of British Columbia,
Canada.                                                 

     (d)  In the alternative, the Trustees may at any time, and from time to
          time, by  writing  under  their hands or by deed instead of making
          such declaration as aforesaid  wholly revoke the settlement hereby
       made for the purpose only of declaring  the same and they shall
         immediately, on such revocation, declare such new or other trusts
        as  shall  be  required  to  carry  out  the  purposes  of  this
       Settlement under the law of some other country and any such new
         settlement  shall  contain  the  same  powers  as  are  conferred
by  this  subclause.                                    

3.     The  Trustees  shall  stand  possessed  of the Trust Fund, upon trust,   
    at their  discretion,  to  retain the same in  its  existing  form  of
    investment or to sell,  call  in or convert the  same  or  any part or
    parts thereof which shall not consist  of  money,  including,  without
    limitation, the Shares, and to invest or apply  the  net  proceeds  of
    any sale calling in or conversion together with the sum  of US $100.00
    (One Hundred US Dollars) under reference and any other sum or sums  of
    money  paid to the Trustees and forming the whole or part of the Trust
  Fund  in  or upon any kind of investments or for any of the purposes
    hereinafter authorized  with power at any time, and from time to time,
    to vary and transpose any  such investments or  purposes  for  or into
others of any nature hereby authorized.                           

4.     The Trustees shall stand  possessed  of  the Trust Fund and the income   
    thereof  including all dividends declared and payable on or after  the
    date hereof upon  the  trusts  and with and subject to the powers  and
    provisions hereinafter declared  and  contained  concerning  the same.

5.     The  Trustees  shall  hold  the capital and income of the Trust  Fund    
upon trust  for  the  Beneficiary.                                

6.     The  Trustees  shall  until  the  Vesting  Date accumulate the entire    
   income of the  Trust  Fund  arising  between  the date hereof and the
   said date by investing  the  same  and  the  resulting income thereof
   in  any investments hereinafter authorized  and  the  accumulation so
   made shall be held as an accretion to the capital of the Trust  Fund,
  provided always that the Trustees shall have power to pay  or  apply
   such  part or parts of the annual  income  of  the  Trust  Fund as it
  arises,  by  way  of  distribution  of  cash  only, to  or  for  the
   benefit of the Beneficiary in such  manner  as  the  Trustees  shall,
   in their absolute discretion, and without being liable to account for
   the exercise of such discretion think fit,  such  that  the  Trustees
   may  at any time or times apply at their  discretion,  the  whole  or
   any  part or parts of the said  accumulations  as  if  the same  were
income  arising  in  the then current year or for any             

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   of  the  purposes  for  which  monies  arising  under this Settlement
   are authorized to be applied, provided that  under  no  circumstances
  shall such payments be made by way of distribution of any assets  in
a  form  other than  cash.                                        

7.     It is hereby declared (without  prejudice  to  the  generality of the    
   foregoing)  that  any income or capital which the Trustees shall have
   determined to pay or apply for the benefit of the Beneficiary may  be
   paid  or  transferred  to  the  trustees  of  any  settlement,  trust
   disposition, or  other  instrument  under  which  the  Beneficiary is
   beneficially  interested  or which in the opinion of the Trustees  is
   for the benefit of the  Beneficiary and such payment shall be  deemed
   to  be  an  application of income or capital for the benefit of  such
   person  provided  that  nothing in  this clause 7 contained shall  be
   construed so as to authorize the  Trustees  to  make any  payment, in
   such  a  manner  as to infringe  under  any  relevant  law  any  rule
   against  perpetuities  or  excessive accumulations, or  to  make  any
distribution of any assets of the Trust Fund other than by way of 
cash  payment.                                                    

8.     Subject to the trusts hereinbefore contained, the Trustees shall stand   
    possessed of the Trust  Fund  on  the Vesting Date upon trust for  the
Beneficiary.                                                      

9.     On  or  before the Vesting  Date,  or  upon  the  failure  of the trust  
    established  by  this Settlement, for any reason, prior to the Vesting
     Date, the Trustees shall sell all assets comprising the Trust Fund  not
     Comprised of cash, including,  without limitation, the Shares,  or  any
     remaining Shares constituting a portion of  the  Trust  Fund,  or shall
     convert all such assets, including, without limitation, such  Shares or
     remaining  Shares,  into  cash, and such proceeds shall  stand  in  the
     place of the assets so sold or converted.  For greater  certainty,  the
     parties  hereto  acknowledge and agree that no assets, other  than cash
     proceeds,  may, under any circumstances, revert to the Settlor or  vest
     in the Beneficiary (provided that nothing in this Section 9 will  serve
     to  limit  the  Beneficiary's  interest in the Trust Fund other than to
     limit  any  right  to  receive assets in a form other than  cash,  upon
vesting or dissolution of the Trust).                             

10.    (a)  Any  monies  arising  under  this  Settlement may be invested or    
          otherwise  applied  by  the  Trustees on the security of or in the
          purchase or acquisition  of  real or personal  property (including
            chattels) and leasehold property  of any tenure, rights or interests
            of whatsoever kind and wheresoever situate  including, in particular
            but without prejudice  to  the  generality  of  the  foregoing,  any
      company,  any  stock,  funds,  shares,  securities,  or  other
            investments or property of whatsoever nature and wheresoever situate
            and whether involving  liability  for  waste  or not or on loan with
            or without interest and with  or  without  security to any person or
            any firm or company anywhere in the world  including  loans  to  the
            Beneficiary and the Trustees may grant indulgence to or release  any
            debtor,  give  and  take  guarantees  with or without consideration,
            enter  into  profit  sharing  agreements  or  give  and take options
            with  or  without consideration, accept substitution of any security
            for other security  or  of  one  debtor for another  debtor  to  the
          intent that the Trustees shall  have  the same unrestricted powers
           of investing, holding and using monies and  transposing investments
            and altering the uses of monies arising under these presents  as  if
they  were  absolutely  entitled  thereto  beneficially.

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       (b)  It  is hereby expressly  declared,  but  without  prejudice  to  the
            generality of the foregoing subclause, that the Trustees may, at any
          time, and from time to time, before the Vesting Date, exercise the
powers hereinafter contained, and, without limitation:  

(i)   the  Trustees  may:                               

                  (A)  retain  or  hold  the whole or any part of the Trust Fund
                       in its actual state of  investment,  for  the time being,
                   (without  being  under  any  duty  to  diversify  the
                       investments,  from  time  to time, comprised in the Trust
                       Fund) or otherwise such as, in their absolute discretion,
                       they shall think fit, and without  responsibility for any
                       loss occasioned by an exercise  of  the  powers  in  this
present  paragraph  contained;    

                 (B)  with  respect  to  any  freehold,  leasehold,  or  other
                      immovable property which  or  the  proceeds  of which is
                      or  are,  for  the  time  being,  subject  to the trusts
                      hereof, exercise  all  powers  of  management  which  an
                    individual  and/or  beneficial  owner  might  exercise
                      including power to apply any money subject to the trusts
                   hereof  (including  income  of  the  Trust  Fund)  in
                      repairing, cleaning, decorating, altering,  or improving
                      such  property  and  in paying  taxes,  rates, insurance
                      premiums,  expenses,  servants,  wages,  and  all  other
                      payments  and  outgoings  whatsoever,  due  and  payable
   to  or  on account of, such property;

                  (C)  in  relation  to  any leasehold property of other wasting
                       assets, effect and  maintain  sinking  fund policies  and
                       pay  all  expenses of keeping up  the  same  out  of  the
income  of  the  Trust  Fund;     

            (ii)  (A)  any  land  purchased  by  the  Trustees shall  be assured
                       to the Trustees either with or without any trust for sale
                       as  the Trustees shall think fit  but  nevertheless  with
                      power  to sell the same and with power to postpone sale;

                  (B)  until  the  sale  of  any  land  purchased  as  aforesaid
                       the  Trustees may permit the Beneficiary  to  occupy  the
                     same  upon  such  terms  (if  any)  as  to  payment  or
                       nonpayment of rent, taxes, rates, and other expenses  and
                       outgoings and as to repair  and  decoration  and for such
     period  as  the Trustees may think fit;

                  (C)  the  Trustees  shall  be  indemnified  out of  the  Trust
                       Fund against all costs,  rents,  covenants,  obligations,
                    and  outgoings  relating  to  any  land  purchased  as
                       aforesaid  or  for  which  the  Trustees may be liable in
                     respect of the said  premises  or  the  said  purchase;

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          (iii) the  Trustees  shall  be  at  liberty  to  borrow  money  to
                  give effect to any appointment authorized hereunder or for the
                  purpose of purchasing or subscribing for any shares or stocks,
                  securities, properties, options, rights, or interest, or other
                  property  of  whatsoever  description  upon  such  terms as to
                  repayment of principal and  payment of interest as they shall,
                 in their absolute discretion, think  fit  and they may pledge
                  or mortgage the whole or any part of the capital or  income of
                  the  Trust  Fund  by  way  of  security for any such loans. No
                lender shall  be  bound  to  enquire  as  to  the  propriety
                  of any such loan pledge or mortgage  or  as to the application
of  the  proceeds  thereof;                 

          (iv)  the  Trustees  shall  have  power  at  any  time,  at  their
                 absolute discretion,  and  on such terms as they deem fit, to
               appropriate or to apply the capital  or income of the Trust
                  Fund or any part thereof in securing the payment of money owed
                  by  or  the performance  of any obligations of and to give any
                  guarantee  or  to become surety for the Beneficiary or for any
                 company in which the  Beneficiary  may  have an interest as a
                  shareholder, partner, joint venture interest  holder or lender
                  and  for  these purposes to mortgage or charge any investments
                  or  property, for the time being, forming part  of  the  Trust
                  Fund  or  to  deposit  or  transfer  any  such investments  or
                  property by way of  security  with  or  to  any  such  person,
                  firm,  or  company, provided that under no circumstances shall
                 any  assets,  other  than in the form of cash, be transferred
                  directly or indirectly from the Trust Fund to the Beneficiary;

           (v)   the  Trustees may (subject to the limitation on the Trustees'
                  ability to vote the Shares as set out in Section 11(a) hereof)
                  at any time or times enter into  any compromise or arrangement
                  with respect to  or may release all or any of their rights  as
                  creditors of any individual or as shareholders,  stockholders,
                  or debenture  stockholders  or  creditors  of any company  and
                  whether  in  connection  with  a  scheme of reconstruction  or
                  amalgamation  or  otherwise  and  may  accept  in  or  towards
                  satisfaction of all or any of such rights, such  consideration
                  as they shall,  in  their  discretion,  think  fit, whether in
                  the form of shares stock, debenture  stock,  cash obligations,
                  or securities of the same or of any other company or companies
or  in  any  other  form  whatsoever;       

            (vi)  the  Trustees further, and without prejudice to the generality
               of  the  foregoing  powers,  shall  have  power,  in  their
                  discretion, to apply or direct the application of  any part or
               parts of the income or capital, for the time being, arising
                  out of  or  comprised in the Trust Fund, in or towards payment
                  of the premiums  on  any  policy  or  policies of assurance in
                  which the Beneficiary (whether under  this  Settlement  or any
                  other  settlement  or otherwise) has any  beneficial  interest
                 whether  vested  or  contingent  and  whether  defeasible  or
                  indefeasible,  provided  always  that  the  Beneficiary  shall
                  have  no  right to receive any income or capital paid from the
       Trust Fund other than by way of cash distributions;

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          (vii) the Trustees shall further have power, if they think fit, to
           apply or direct the application  of  any  part  of  the
capital  or  income  of  the  Trust  Fund:  

                  (A)  in the purchase  or  acquisition  of or in  effecting any
                 term or other policy or policies on the life of any
                    person or  any  endowment  or  sinking  fund  or other
                 policy or policies, of whatsoever nature, and at or
                    subject  to any premium  or  premiums  whether  single
                  or  payable periodically and with and subject to any
                      options,  rights, benefits,  conditions,  or  provisions
whatsoever;                       

                  (B)  in paying  any sums  payable,  from  time  to  time,  for
                 premiums in respect of  such  policy  or  policies;

                  (C)  in repaying any loan (together with any interest thereon)
                       taken by them for the  purpose  of purchasing, acquiring,
                       or effecting any such policy or policies, or  paying  any
                       such premium  or premiums, and so that the Trustees shall
                       have all such  powers  of  surrendering,  exchanging,  or
                       otherwise dealing with, any such policy  or policies, and
                       any bonuses payable in respect thereof as  if  they  were
                       absolutely  and beneficially  entitled  thereto  and  any
                       such  policy or policies  and  all monies assured thereby
                       or received on the sale, surrender, or exchange  thereof,
                       shall be  treated  as  forming part of the capital of the
Trust Fund,                       

                   provided always  that  the  Beneficiary shall have no
                       right to receive any  income  or  capital  paid  from the
                     Trust  Fund other than  by  way  of cash distributions;

            (viii) the  Trustees may institute and defend proceedings at law and
                  proceed to  the  determination  thereof  or  compromise  the
     same as the Trustees shall consider  advisable;

          (ix)   the  Trustees  may,  at  any  time or times, incorporate or
                   acquire any company or companies in any place in the world at
                   the expense of the income or capital of  the Trust  Fund with
            limited or unlimited liability and may pay or transfer
               hereto, all or any part or parts of the investments  then
           constituting or  forming  part  of  the Trust Fund in
                 consideration of  the issue  of  shares  or  debentures  or
                 other securities to the  Trustees or upon deferred purchase
             terms or on any terms which the Trustees shall consider
                 appropriate and the Trustees shall have full  power to make
               such loans (including  interest  free loans) to  any such
                 company, as they may think  fit,  and  any such company may
              be incorporated  or  acquired  either  as  an investment
         holding  company  or  for  the  purpose of carrying
                on  any  trade or business, as the Trustees may think fit,
               and to pay out of the Trust  Fund  all or any part of the
           expenses of  the incorporation or acquisition of such
                 company  and  the transfer thereto of any part of the Trust
Fund, provided                            

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                always that the Beneficiary shall have no right to receive
                any income or capital paid  from the Trust Fund other than
by way  of  cash  distributions;          

         (x)    the Trustees may pay out of the Trust Fund, or out of  the
                income of the Trust  Fund, or partly out of the Trust Fund
                and partly out of the said income, at such time or  times,
               and in such manner as, in their discretion, they may deem
                fit,  any estate  or other duty, taxes, fees, or levies of
                whatsoever nature,  and  whether  in  respect  of  income,
                capital, profits, or gains, capital, or otherwise  imposed
                by  or  under the laws of the British Virgin Islands or of
                any country  whatsoever  for  which  they  are  liable  or
                accountable as trustees to the revenue authorities of such
                country whether or not the said  revenue  authorities  are
                able  to enforce the liability or accountability aforesaid
                against the Trustees in the forum  for the  administration
of  this  Settlement  or  elsewhere;      

         (xi)   the Trustees shall have power to pay out of the  income or
                capital  of  the  Trust  Fund,  all the costs and expenses
                relating to or arising from the  management or termination
                of  this  Settlement  and  the  amount of any remuneration
           payable  to the  Trustees  under  clause  15  hereof;

         (xii)  the Trustees may give  all  such  undertakings  and  enter
        into such contracts and incur all such obligations
                relating to the Trust Fund, or any part or  parts thereof,
                as they, in their absolute discretion,  think fit, whether
                or not such undertakings, contracts, or obligations extend
    or may extend until after  the  Vesting  Date;

         (xiii) the  Trustees  may  take  the  opinion  of  legal  counsel
              concerning any difference  arising under this Settlement
               or on any matter, in any way, relating to the Trust  Fund
              or to their duties in connection with the settlement and
             in all such matters they may act in accordance with the
               opinion of counsel or not, at their complete  discretion,
              and  without being  responsible  for any loss occasioned
           by  reason  of their  having  acted  or failed to act
upon any such opinion;                    

       (xiv)  the  Trustees may receive property by gift, inter vivos,
        or by will or under the provisions of any trust or
          trusts, or otherwise and from any person or persons,
             corporation  or corporations, as additions to the Trust
              Fund and hold the same upon  the trusts herein set forth
                and administer and appoint such additions according to the
               definition of the Trust Fund under the provisions hereof;

            (xv)   the  Trustees may  keep the whole, or any part, of  the trust
                   property  within  or  without  the  jurisdiction  of  British
                   Columbia or  other  forum  for  the  administration  of  this
Settlement.                               

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11.    (a)  For  so  long as the Beneficiary is a subsidiary of MFC (as such    
        term  is defined and interpreted pursuant  to the  laws  of  the
       jurisdiction of organization of MFC, from  time  to  time), the
        Trustees shall not, under any circumstances, exercise any voting
      rights appertaining to the Shares or any additional MFC shares
        or any other  securities  acquired  by  the  Trustees, from time
        to  time, by way of  a  dividend  or  distribution  in  kind  or
        specie  from  MFC  (collectively  the "Non-voting  Securities").
        other than in respect of the Non-voting Securities, the Trustees
      shall be at liberty to exercise all voting rights appertaining
       to any  other  securities  or  investments,  from time to time,
        forming part of the Trust Fund  in  as full, free, and absolute,
        a manner as if they were absolute owners  of  such  investments,
        and  in  particular, but without prejudice to the generality  of
        the  foregoing provisions, the Trustees being individual persons
        shall  be  at  liberty  to  exercise  such voting rights, either
        by voting or by abstaining  from  voting,  so  as  to  ensure or
        further  the  appointment or reappointment of any one or more of
        their  number to be directors, secretaries or employees  of  any
        company  in  which  any part of the Trust Fund may, from time to
     time,  or  for  the  time  being,  be  invested,  or  in  any
     subsidiary of any such company and any Trustee receiving from
        any  such  company or subsidiary, any fees, salary  bonuses,  or
       commissions for services rendered to such company or subsidiary
      shall  be  entitled to retain the same for his own benefit and
        shall not  be  required  to  account  therefore  to  any  person
interested hereunder.                                   

     (b)  Notwithstanding  and without prejudice to the  preceding subclause
          (a)  of  this  clause,  it  is specifically  agreed and understood
          that  where  the  Trustees  hold  the  controlling  shares  of  or
          interest in any company,  the  Trustees  shall  have  no  duty  to
          become a member of the board of directors of such  a  company  and
          shall not be  deemed  to  be  a member of such board of  directors
          by virtue of holding such controlling shares or interest nor shall
         the Trustees have any duty to  procure  the appointment of  their
          nominee as director or directors of such a company  and  it  shall
          be no part of the duty of the Trustees to keep themselves informed
          concerning any such company or  intervene  in  the  management  or
          administration  thereof  by its directors,  officers,  agents,  or
          employees  and  in no  event,  and  under  no  circumstances  (and
     notwithstanding any rule of law or equity  to  the contrary),
          shall the Trustees incur any liability for any act or omission  of
          any  director,  officer,  agent,  or employee of any such company.
Further,  declaring  for  the  avoidance  of  doubt:    

        (i)  the Trustees shall be entitled to assume that the directors
          and officers of  such a company are honest and competent
            until such time as the Trustees have actual  notice to the
            contrary and the Trustees in reliance upon such assumption
             shall  not  be  required to supervise or verify the honesty
          or competency of the directors  and officers at any time
        until the Trustees have actual notice to the contrary;

     (ii) the  Trustees  shall  not be liable for any consequences
            arising from a decision  to  retain all or a large portion
             of the Trust Fund invested in such a company  nor  for  the
   failure  to  diversify  the  investment  thereof.

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12.    The  Trustees may determine as they shall, in their absolute discretion, 
    consider  just, whether any monies are to be considered  as capital or
     income and whether  any  expense  ought  to  be paid out of  capital or
     income and all other questions  and  matters  of  doubt  of  whatsoever
     description  arising  in the  execution of the trusts of these presents
     and  none  of  the  Trustees  and no person having  formerly  been  the
    Trustees or one of the Trustees and no estate of any deceased  Trustee
    shall be liable for or for the consequences of any act done or omitted
     to  be  done,  or  for  any  payment  made or omitted to be made in the
pursuance  of  any  such  determination, notwithstanding that such
  determination shall  subsequently  be  held  to  have  been  wrongly
made.                                                             

13.    (a)  The  Trustees  may  employ  any agent or agents (being a person,    
      firm  or  corporation)  to  transact  all  or  any business of
        whatsoever nature required to be done in the premises (including
       the  receipt  and  payment  of  money  but  not  including  the
    distribution of the capital or income of the Trust Fund) and
       the  Trustees  shall  be  entitled  to  be allowed and paid all
       charges and expenses  so incurred  and shall not be responsible
       for  the  default  of any such agent  or  agents  or  any  loss
occasioned  by the employment of such agent or agents.  

  (b)  The  Trustees may, from time to time, delegate to any person or
    persons, the execution or exercise of such of the powers and
 discretions hereby or by law vested  in  the  Trustees in
    relation to the management or administration of any property
          wherever  situate,  as they may consider expedient, so to delegate
         and they  shall  not  be  responsible  for any loss occasioned by
reason of any such delegation.                          

  (c)  (i)   The Trustees may, from  time to time, employ and, if they
              see fit,  act upon the advice of an investment adviser and
                 the Trustees shall not be responsible for any loss occasioned
                 by reason of their having acted or failed to act upon  advice
received  from  any  such  adviser.         

          (ii)  The  Trustees  shall  pay  to  any  such  investment adviser
              such fees, commission,  or  other  remuneration  and  such
           compensation for expenses as the Trustees may, in their
             reasonable discretion, think fit, and any such investment
               adviser  shall  be  entitled  to retain, for its or his own
                use and benefit, any commissions  or  shares  of  commission
               customarily or by usage payable to such investment  adviser
                in relation to any dealing or transaction with or concerning
the  Trust  Fund.                           

(d)  Any  Trustee  hereof may exercise or concur in exercising all
powers and discretions  hereby  or  by  law given to him
     notwithstanding that he may have a direct  or  other personal
        interest in the mode or result of exercising any such  power  or
         discretion but any Trustee may nevertheless, if he so wishes, but
        shall be  under no obligation to, abstain from acting, except as
        a merely formal party in  any  matter  in  which  he may  be  so
    personally  interested  and  may  allow  his  co-trustee  or
        co-trustees  to  act  alone  in  the  exercise of the powers and
discretions  aforesaid  in  relation  to  such  matter. 

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14.    The  Trustees  may without being liable for any consequential loss,      
 deposit  any  monies, deeds, securities,  or investments (including
 shares and securities  to bearer) held by them as trustees with any
banker or any person or firm  or  company  in  any  part  of  the 
 world  for safe custody or receipt of dividends  and  may  pay  out
of the income or capital of such part of the Trust Fund,  as they 
shall think proper, any sum payable for such deposit and custody, 
 provided always that the Beneficiary shall have no right to receive
 any income or capital  paid  from  the Trust Fund other than by way
of cash distributions.                                            

15.    Any Trustees hereof being a bank or a trust company or trust corporation 
    may  transact  on behalf of this Settlement, or of the Beneficiary any
      business, which  by its constitution, it is authorized to undertake upon
     the same terms as would,  for  the time being, be made with an ordinary
customer and may return on current  account  or deposit account or
     advance at interest all monies necessary or  convenient  to be retained
   or advanced in connection with the trust premises without  accounting
     for  any  profit made thereby and it is hereby agreed and declared that
     any such Trustee, as aforesaid, shall be entitled to charge and be paid
out of the Trust Fund and the income thereof, remuneration at such
   standard scale  of fees for individual services rendered as may, from
time to time, be in force.                                        

16.    The  Trustees  shall keep accurate accounts of their trusteeship and may 
      have  them  audited  annually  at  the  expense  of  the Trust  Fund  or
      the  income  thereof,  as  the Trustees shall  determine, by a chartered
      accountant or a firm of chartered  accountants selected by the Trustees.

17.    Assets  of  the settlement may be held in the names of a single Trustee, 
    being  a  corporation, or any two or more Trustees where there are not
      less than two  individuals  who  are the Trustees and the Trustees shall
     have the right to vest  any  assets forming part of the Trust Fund in a
      stakeholder or in an agent or  nominee  or nominees, manager or managers
    anywhere in the world on behalf of the  Trustees  and  to  entrust  or
      concur  in  entrusting  the  realization  of  and reinvestment  of  such
 assets  to such stakeholder, agent, nominee or nominees, manager or
   managers, upon such terms as the Trustees may deem reasonable without
     being  liable  for any loss incurred in consequence of any such action,
  provided that  no  such  assets  will  be  vested  or  entrusted  to
MFC or the Settlor.                                               

18.    (a)  The  Trustees  hereof shall consist either of a bank, or a trust    
    company  or  trust corporation, or a company acting alone or
     jointly with one or more  individuals  or  of  not  less than
         two individuals and any vacancy in the trusteeship  hereof  shall
         be  filled  as  soon  as  conveniently may be but so nevertheless
          that  a  sole  individual  Trustee,  for  the  time being, of this
          Settlement  shall  (subject as herein provided) during any vacancy
          have the same powers,  authorities,  and  discretions  and may act
         in all respects as if there were  two  individuals  as  trustees.

    (b)  Subject  to  the  provisions  of clause 13(d) hereof, and subject
          to consultation  between  the Trustees, as hereinafter provided in
           this clause, all or any of the powers, discretions, and authorities
          hereby or by law, given to or vested  in  the Trustees may, at any
        time or times be exercised by a majority in point  of  number of
      the Trustees without the concurrence of the other or others of
        them  and so that every exercise of such powers, discretions, or
        authorities as aforesaid, by a majority of the Trustees, for the
         time being hereof, shall be valid  and  binding  upon all persons
        interested hereunder in all respects as if all  the Trustees had
        concurred therein but so that no Trustee shall be liable for any
      act or thing done or omitted in the execution of the trusts of
this  Settlement  without  his  knowledge  and  actual  
concurrence.                                            

Provided  always  that:                                 

       (i)   prior  to  the  execution  by  a majority of the Trustees
           of any powers, discretions,  or  authorities hereunder,
         there shall be consultation between all the  Trustees
           either  personally  or in writing by letter, facsimile,
or cable;                                   

       (ii)  such  prior  consultation  shall  not  be  necessary with
          regard to any Trustee  with  whom  the  other Trustees
            shall declare in writing that, in their opinion,  it  is
 impossible  or  inexpedient  to  communicate;

          (iii) consultation  with  any attorney duly appointed by a Trustee
              shall, as far  as  the  donor  of  the  power  of attorney
                  is concerned, be deemed for all purposes  to  be  consultation
with  that  Trustee;                        

19.    (a)  If  any  Trustee  hereof,  whether  original,  additional,  or      
        substituted, shall die or being a corporation shall be dissolved
           (otherwise than for  the purpose of amalgamation or reconstruction)
          or shall give notice of his, or her, or its desire to withdraw and
      be discharged from the trusts hereof under the  provisions  of
           subclause (b) of this clause or shall refuse or become unfit to act
           then the Settlor, failing whom the surviving or continuing Trustees
           or if there  are no  such, then the Trustee or Trustees desiring to
           be discharged and failing  them  the  personal  representatives  of
          the last surviving individual trustee  (if  any)  may, by document
        in writing or by instrument, appoint one or more  other  persons
          or  corporations  (whether resident or domiciled within or without
         the British Virgin Islands) to be a Trustee or Trustees hereof in
         place  of  the  Trustee or Trustees deceased, dissolved, desiring
      to withdraw, and be discharged, refusing, or becoming unfit to
     act, provided that the number of the Trustees  shall  not  in
any  event  be  increased  to  beyond  four.            

    (b)  If any Trustee hereof other than a sole Trustee shall at any time
         desire to  withdraw  and  be  discharged  from the trusts hereof,
       he or it may do so by notice  in  writing, signed personally by
       himself, or in the case of a corporate Trustee,  by  any of its
     officers  given to the persons named in subclause (a) of this
      clause  and  upon  the  posting  or  personal delivery of such
 notice, the Trustee  so doing shall cease to be a Trustee
    hereof to all intents and purposes except  as  to  acts  and
      deeds  necessary  for the proper vesting of the trust property
     in the continuing or new Trustee or Trustees or otherwise, as
     the case may  require, and a sole Trustee may withdraw and be
     discharged as aforesaid but only  so as to take effect on the

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      appointment of a new Trustee or Trustees under the  provisions
of  the  previous  subclause.                           

 (c)  The persons in subclause (a) of this clause, mentioned in like
     order  of  priority,  may,  by  document  in  writing  or  by
      instrument, appoint one or more other  persons or corporations
        (whether resident within or without the British Virgin  Islands)
      to be an additional or new Trustee or Trustees hereof, subject
     however to the proviso contained in the said  subclause  (a).

     (d)  Acts  and  deeds  done  or  executed for the proper vesting of the
          trust property  in  new  or  additional  Trustees,  shall  be done
          and executed by the continuing  or  retiring  Trustee or Trustees,
      at the expense of the income or capital  of  the  Trust  Fund.

    (e)  Any  person dealing with the Trustees of this Settlement may rely
         upon a copy  of  these  presents certified before a notary public
         by  the  Trustees  or  by  their  attorney-at-law,  advocates  or
      solicitors,  as  the case may be, to the extent  as  he  might
rely  upon  the  original.                              

    (f)  Upon  any Trustees ceasing to be a trustee of this Settlement, he
       or his heirs  or executors, or administrators, or other persons
       acting in his place, as the  case  may be, shall at the request
       of  the  continuing Trustees or Trustee or at  the  request  of
       any other person having a beneficial interest in the Trust Fund
       and  at the expense of the income or the capital of  the  Trust
       Fund,  do  all  acts  and things  required  for the purpose  of
       effectively  vesting  all  property  and  assets,  the  subject
       matter of the trusts hereby declared in the continuing or   new
       Trustees  or  other  persons  entitled  to  have the Trust Fund
        vested in them, provided that an outgoing Trustee, who is liable
       as a trustee hereof, or may, on the death of any person, become
       liable as a former trustee hereof for any taxes, duties,  fees,
       or levies of whatsoever nature and whether in respect of income
     capital profits or gains capital, or otherwise imposed in any
     part of the world, shall  not be bound to transfer all or any
       part  of  the  Trust  Fund,  as  aforesaid,  unless  reasonable
   security is provided for indemnifying such outgoing Trustee
against  any  such  liability.                          

(g)  No  firm,  association,  or  corporation,  any  of  whose    
      securities are included  in  the  Trust Fund, and no purchaser
        of other person dealing with the Trustees,  shall  be  concerned
     to enquire into the propriety or validity of any act  of  the
           Trustees or to see to the application of any money paid or property
           transferred to or upon the order of the Trustees nor in the case of
           any Trustees hereof  purporting  to  act  under  any  delegation of
        authority  from  any  other  Trustee  hereof,  to  ascertain  or
           enquire whether a case exists in which such delegation is permitted
or whether such delegated authority is still subsisting.

 (h)  Any new or additional Trustee appointment under the provisions
          hereof or by  any  court  of  competent  jurisdiction  shall  have
   the powers, rights, and benefits,  as  to  remuneration  or
         otherwise,  as  at  or  prior to his or its appointment,  may  be
 agreed  in writing in the case of a Trustee appointed, as
hereinbefore provided, between                          

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            such new or additional Trustee and the person or persons making such
            appointment or in the case of a Trustee appointed by a court as  the
order  appointing  such  Trustee  may  direct.          

20.    (a)  Any  Trustee,  for the time being hereof, which shall be a trust    
       company  or  corporation,  shall  be  entitled  in  addition to
        reimbursement of its proper  expenses  to  remuneration  for its
         services  in  accordance with such corporation's  published terms
        and conditions for trust business in force, from time  to  time.

       (b)  Any  Trustee, for the time being hereof, being an individual engaged
            in any  profession  or  business  shall be entitled to charge and be
           paid all usual professional  or  other  charges  for  business done
         and time spent and services rendered  by  him  or his firm in the
          execution of the trusts and powers hereof, whether in the ordinary
          course  of  his  profession  of  business  or not, and even if the
          activity  undertaken  by  him  or his  firm may not be of a nature
          specifically requiring the employment of such professional person.

   (c)  No  Trustee  hereof,  or  director,  or  other  officer  of  any
       corporation which  is  a  Trustee hereof, shall  be  liable  to
        account for any remuneration or other  profit received by him in
        consequence of his acting as or being appointed to be a director
        or  other  officer  or  servant  of  any company even though his
       appointment  was procured by exercise by him or by the Trustees
        of voting rights attached  to  securities  in  the Trust Fund or
by an abstention from exercising such  voting  rights.  

21.    (a)  The  Trustees  shall  not  be concerned to see to the insurance,    
      preservation,  repair, or renewal of any freehold or leasehold
         property or other chattels  occupied,  used,  or  enjoyed  by the
          Beneficiary and in the professed execution  of  the trusts hereof,
           no Trustee shall be liable for any loss to the Trust  Fund  arising
         by reason of any improper investments or application of the Trust
         Fund or any part thereof made in good faith or for the negligence
         or fraud of  any  agent  or  investment  advisor  employed by him
         or  by  any  other Trustee hereof  (although  the  employment  of
        such agent was not strictly necessary or expedient) or by reason
           of any mistake or omission made in good faith by any Trustee hereof
       or  by  reason  of any other matter or thing whatsoever, except
         willful  and  individual  fraud  or wrongdoing on the part of the
Trustee who is sought  to  be  made  liable.            

  (b)  Every discretion hereby conferred upon the Trustees shall be an
       absolute and  unfettered  discretion and the Trustees shall not
       be required to furnish to any beneficiary  hereunder any reason
      or justification for the manner in which any  such  discretion
may  be  exercised.                                     

22.     In  the  execution  of the trusts and powers hereof, no Trustee shall be
       liable  for  any  loss  to the Trust Fund arising in consequence of the
        failure, depreciation,  or loss of any investments made in good faith or
    by reason of any mistake  or  omission  made  in  good  faith or any
other matter or thing except willful  and  individual  fraud  or
wrongdoing on                                                   

EX-1 Last Page of 14 TOC 1st Previous Next ↓Bottom Just 14th
        the part of the trustee who is sought  to  be  made  liable  or  (in the
case of a corporation) of any of its officers.                  

23.     Every  Trustee who is a corporation or company may exercise or concur in
  exercising  any  discretion  or  power  hereby  conferred  on  the
   Trustees by a resolution  of  such  corporation  or company or by a
        resolution  of  its  board  of  directors  or  governing  body or it may
      delegate the right and power to exercise or  concur  in exercising any
 such discretion or power to one or more members of its  board  of
directors  or  governing  body or one or more of its officers or
employees  duly  authorized  for  that  purpose.                

24.     Notwithstanding anything hereinbefore contained, nothing herein shall be
construed  as permitting the exercise of any power or discretion
hereunder after the  Vesting  Date.                             

25.     This  Settlement  shall  be  known  as  the "TriMaine Trust Settlement".

26.     This  Settlement and the dispositions hereby made are intended to be and
are  irrevocable.                                               

IN  WITNESS WHEREOF the Settlor and the Original Trustee have each executed this
Settlement  as  of  the  day  and  year  first  written  above.                 

TRIMAINE  HOLDINGS,  INC.                                                       

By:  /s/ Roy Zanatta                                                            
-------------------------                                               
Name:   Roy Zanatta                                                             
----------------------                                            
Title:  Director                                                                
----------------------                                            

NEW  IMAGE  INVESTMENTS  CO.  LTD.                                              

By:  /s/ Byung H. Moon                                                          
------------------------                                              
Name:  Byung H. Moon                                                            
----------------------                                            
Title:  Director                                                                
---------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	12/13/01
	12/3/01	2		6-K, DEFC14A
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Filing Submission 0000948727-01-500011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Trimaine Holdings Inc – ‘SC 13D’ on 12/13/01 re: MFC Industrial Ltd. – EX-1

On: Thursday, 12/13/01 · Accession #: 948727-1-500011 · File #: 5-54859

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

EX-1 — Underwriting AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

EX-1 — Underwriting Agreement
Exhibit Table of Contents