INTRODUCTION

A.

The Settlor established a charitable trust known as The Terra Nature Trust by entering into a deed with the Original Trustees on September 12th 2000 (the "original deed"), for the purpose of constituting the Trust, specifying its objects, and providing for its control, government and regulation.

B.

The Trustees wish to amend the original deed, for the trust to be known (subject to clauses 2 and 3 of this deed) as TerraNature Trust, and to provide new procedures for the appointment of Trustees and for the control, government and regulation of the Trust, and to establish additional objects, without detracting from the charitable purpose set forth in the original deed.

IT IS DECLARED

1

GENERAL

1.1

In this deed, unless the context otherwise requires:

(a)

references to clauses are to clauses of this deed;

(b)

references to the provisions of any Act shall be construed as a reference to those provisions as modified, extended or replaced by any statute for the time being in force;

(c)

words importing the singular include the plural and vice versa;

(d)

words importing one gender include the others;

(e)

the contents pages and the headings to clauses are for convenience only and are not part of the content of this deed;

(f)

Conflict Transaction is defined in clause 14.2;

(g)

Determining Person is defined in clause 12.3;

(h)

Insurance Policy means any policy of insurance and any policy of assurance;

(i)

Objects is defined in clause 5;

(j)

Original Trustees means the second party to the original deed;

(k)

Property means all property (whether real or personal) and includes choses in action, rights, interest and money;