Exhibit 1.1




                        TRUST DECLARATION



TO ALL WHOM THESE PRESENTS SHALL COME, KARSTEN BEHRENS, a lawyer carrying on
business and residing in Munich, Germany (hereinafter called the "Trustee")
hereby declares:

WHEREAS the Trustee holds an aggregate of four million (4,000,000) common
shares of Rival Technologies Inc. (a company trading in the United States,
OTCBB) of series Regulation S (Berlin Stock Exchange: WKN#    ) in the name of
the Trustee (herein referred to as "Shares").

AND WHEREAS the Trustee hereby acknowledges that the right, title and interest
of the Trustee in the Shares are held in the name of the Trustee for the sole
purpose of temporary convenience and are held IN TRUST for  Rival Technologies
Inc. (the "Beneficiary").

THE TRUSTEE DOES HEREBY DECLARE that he holds and stands possessed or will
hold and stand possessed of the Shares and all benefits derived therefrom, and
all dividends and advantages accruing thereon and shall take the profits
thereof and the proceeds of sale in the event that any of the Shares are or
any interest therein is sold or disposed of UPON TRUST for the Beneficiary and
its legal representatives.

THE TRUSTEE HEREBY AGREES that he will transfer, sell or otherwise deal with
the Shares only in accordance with the written instructions of the
Beneficiary.

THE TRUSTEE is granted a trustee fee of 3 % of the selling value of the
Shares, due and payable only as the Shares are sold in whole or in part.  The
trustee fee will not be paid on any portion of the Shares remaining unsold and
returned to the Beneficiary at their request.

IN WITNESS WHEREOF, the Trustee, KARSTEN BEHRENS, does hereby execute this
Trust Declaration as of this 21st day of April, 2004 in the City of Munich,
Germany.


Agreed to by:                              Acknowledged by:

/s/ Karsten Behrens                        /s/ Robin J. Harvey
______________________________             ______________________________
KARSTEN BEHRENS                            RIVAL TECHNOLOGIES INC.