31.2.4 Securities Receive Against Payment Instruction

CITI-5001, 15-Feb-1998,

Citibank N.A, New York, USA.

# 58, Ivory Towers,

Victoria Avenue,

Toronto,

Canada.

ZIP 6789-908.

Sub: Our Instruction to Receive Securities Against Payment.

Kind Attention Mr. Richard Stevens,

Custodial Officer, Securities Department.

Dear Sir/Madam,

Please arrange to receive securities against payment as per our instructions shown below:

Table 31-7 Header

Header Details

Our Reference

000SE01980380054

Securities Identification

ISIN CADBONDNWC01

-

North Woods Canadian Minerals Ltd. Bonds

Trade Date

07-FEB-1998

Place of Trade

Toronto Stock Exchange

Delivery Date

20-FEB-1998

Next Coupon Due Date

30-JUN-1998

Securities Book Value

**5,000,000.00 CAD

Quantity of Securities

**5,000,000 Face Amount

Safekeeping Account (to be Deposited)

CAGS-BZ6782

Securities Certificate Numbers

NWB 52011 to NWB 52060 – 50 x 100,000 CAD worth Bond Certificates

Deliverer of Securities

Rosedale Brokers Group, Toronto

Securities Deliverer’s Reference

56243

Beneficiary of Securities

Zerus Dynamic Fund Corporation

Securities Registration Details

Securities received have to be registered in the name of the Zerus Dynamic Fund Corporation.

Securities Receipt Declaration Details

Certificate Numbers of Bonds delivered must match with the numbers as shown above and the Certificates should be in a good condition.

Account for Payment

643-982

Securities Deal Price

104 PCT – 104 Percent of Face Value

Securities Deal Amount

**5,200,000.00 CAD

Accrued Interest Amount

250,000.00 CAD

Accrued Interest Days

51 Days

Taxes Added

*85,000.00 CAD

Taxes Description

Stock Exchange Tax on Bonds Purchased.

Broker’s Commission

*12,500.00 CAD

Other Charges/Fees

**2,500.00 CAD

Securities Deal Settlement Amount

**5,550,000.00 CAD

Other Information:

Please confirm the receipt and registration of above securities to us, by mail, at the earliest and revert to us if the Securities are not received in 2 weeks time, after the scheduled delivery date. Please intimate us about your transaction charges if any, for the above instruction.

Please always quote Our Reference in all further correspondence regarding the above instruction.

Thanking you,

For Goldman Sachs,

New York, USA.