ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference July 20, 1999, is BETWEEN WET COAST CAPITAL
CORPORATION, a British Columbia company, of Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, and fax (000)000-0000 ("Wet Coast"); AND
QUILCHENA RESOURCES, INC., a Nevada company, of Xxxxx 0000, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0, and fax (000)000-0000 ("Quilchena").
WET COAST has an option (the "Option") to purchase an undivided 100% interest in
the Hi-Ho 1-10 Mining Claims, New Westminster Mining Division, 121(degrees), 36'
West Longitude and 49(degrees), 23', 00" Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx (the "Property") by an agreement dated July 20, 1999, attached as
Schedule A to this agreement (the "Option Agreement") and has agreed to assign
its entire interest in the Option Agreement to Quilchena; so IN CONSIDERATION of
the recitals and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties agree that:
1. The definitions in the recitals are part of this agreement.
2. This agreement is effective on July 20, 1999 (the "Effective Date").
3. Wet Coast irrevocably assigns its entire interest in the Option Agreement
to Quilchena as of the Effective Date for US$10,000 (the "Price").
4. Wet Coast represents and warrants that it may assign the Option Agreement
and that it has granted no other party any right to acquire any of its
interest in the Option Agreement.
5. Wet Coast represents and warrants that it has made the CDN$7,500 option
payment referred to in paragraph 3(b) of the Option Agreement.
6. Quilchena acknowledges that in order to exercise the Option, it is required
to finance the work program on the Property referred to in paragraph 3(a)
of the Option Agreement.
7. Quilchena acknowledges that this agreement was prepared by Jeffs & Company,
Law Corporation, on behalf of and solely for Wet Coast, and that it may
contain terms and conditions onerous to Quilchena. Quilchena expressly
acknowledges that Wet Coast has given Quilchena adequate time to review
this agreement and to seek and obtain independent legal advice, and
represents to Wet Coast that it has in fact sought and obtained independent
legal advice and is satisfied with all of the terms and conditions of this
agreement.
8. This agreement contains the entire agreement between the parties and
supersedes all earlier representations, understandings and agreements,
whether written or oral, express or implied, that might have lead to the
parties making this agreement.
9. The parties will sign any document and do anything within their power that
is necessary to implement the terms of this agreement.
10. Time is of the essence of this agreement and of any amendments to this
agreement unless it is expressly waived in the amendment.
2
11. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
12. This agreement enures to the benefit of and is binding on the parties and
their respective successors and permitted assigns.
13. This agreement may be executed in any number of separate counterparts and
may be delivered to the parties by fax, and the counterparts together are
deemed to be one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
WET COAST CAPITAL CORPORATION
Per:
/S/ "XXXX XXXXX"
----------------------------------
Authorized Signatory
QUILCHENA RESOURCES, INC.
Per:
/S/ "XXXXX XXXXXX"
----------------------------------
Authorized Signatory
