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Exhibit 10.2
AGREEMENT
THIS AGREEMENT, made and entered into this _____ day of August,
1999, by and between American Diatomite, L.L.C., an Idaho Limited
Liability Company, 000 - 00"' Xxxx, Xxxxxxx, Xxxxx 00000, or X.X. Xxx
000, Xxxxxxx, Xxxxx 00000 (hereinafter "American") and Iron Mask Mining
Co., an Idaho Corporation, of Sandpoint, Idaho (hereinafter "Iron
Mask")
WITNESSETH:
In consideration of the promises and covenants set forth herein,
and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, tile parties hereto agree as follows:
Iron Mask will purchase 50% of American's Diatomite claims as set forth
on Exhibit "A," subject to the following terms:
1. A total of $1,200,000.00 will be paid to American by Iron Mask on
the following terms: $200,000.00 will be paid when the public
offering of Iron Mask is completed. Said public offering will be
completed no later than 6 months from this Agreement. rhe
remaining $1,000,000.00 owed to American by Iron Mask will be paid
over a five year period, at $200,000.00 a year, plus 5% interest.
2. Iron Mask Mining will issue to American 6,000,000 shares of Iron
Mask Mining Co. stock, at the market value of Iron Mask as of July
8, 1999,
3. Within eight (8) months of the date of this agreement, Iron Mask
will pay to American $200,000.00, as an advance royalty payment.
This royalty payment does not pertain to the purchase price.
4. Iron Mask will have exclusive mining rights to the Diatomaceous
Earth deposit for a five (5) year period. If, at the end of said
five year period Iron Mask is not mining the deposits owned by
American and Iron Mask, American will have the right to mine and
sell product from said deposit. American would then be required to
split the net profits with Iron Mask, according to the net profit
calculation provided for herein.
5. A 4% royalty will be paid to American by Iron Mask on the net
sales price of the Diatomaceous Earth mined and sold. The net
sales price will be after mining, milling freight and sales costs
are deducted. If, subsequent to five years from the date of the
Agreement Iron Mask is not mining any deposit owned by American
and Iron Mask, Iron Mask will pay $ 100,000.00 per year (after the
expiration of said five years) to American in place of a
production royalty.
6. Iron Mask will be required to make all future B.L.M. lease
payments on this property and will make this year's lease payment
of $4,000.00 by August 15, 1999.
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7. Iron Mask and American will split the profits from the mining and
sale of Diatomaceous Earth products on a 50-50 basis. Mining,
milling, freight, sales and other legitimate costs will be
deducted from the sales price to determine the net profit.
American will allow $2.00 per ton home office overhead charge for
Iron Mask.
8. In the event of a default on any of the terms in this agreement,
American will, by certified mail, re turn receipt requested,
notify Iron Mask of any defaults to he corrected, Iron Mask will
have 90 days from the date of the default notice mailing to
correct any default. If the complained of default is not cured,
Iron Mask will forfeit its ownership and rights in American.
Those certain mining claims located in an unorganized mining
district, Xxxxxxx County, Idaho
Claim Section Township Range
1 SW 1/4 of 35 3S 13E
2 NW 1/4 of 35 3S 13E
3 NE 1/4 of 34 3S 13E
4 NW 1/4 of 34 3S 13E
5 NE 1/4 of 33 3S 13E
6 SW 1/4 of 28 3S 13E
7 SE 1/4 of 28 3S 13E
8 SW 1/4 of 27 3S 13E
9 SE 1/4 of 27 3S 13E
00 XX 0/0 xx 00 0X 00X
00 XX 1/4 of 26 3S 13E
12 NE 1/4 of 27 3S 13E
13 NW 1/4 of 27 3S 13E
14 NE 1/4 of 28 3S 13E
15 NW 1/4 of 28 3S 13E
00 XX 0/0 xx 00 0X 00X
00 XX 1/4 of 21 3S 13E
00 XX 0/0 xx 00 0X 00X
00 XX 1/4 of 22 3S 13E
00 XX 0/0 xx 00 0X 00X
00 XX 1/4 of 23 3S 13E
22 NE 1/4 of 22 3S 13E
23 NW 1/4 of 22 3S 13E
24 NE 1/4 of 21 3S 13E
25 NW 1/4 of 21 3S 13E
00 XX 0/0 xx 00 0X 00X
00 XX 1/4 of 15 3S 13E
30 SW 1/4 of 14 3S 13E
00 XX 0/0 xx 00 0X 00X
00 XX I/4 of 34 3S 13E
33 NE 1/4 of 3 4S 13E
34 NW 1/4 of 2 4S 13E
35 NE 1/4 of 2 4S 13E
36 NW 1/4 of 1 4S 13E
37 NE 1/4 of 1 4S 13E
38 NW 1/4 of 12 4S 13E
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39 SE 1/4 of 1 4S 13E
40 SE 1/4 of 2 4S 13E
41 SW 1/4 of 1 4S 13E
42 NE 1/4 of 1 4S 13E
EXTENSION AGREEMENT
This agreement entered Into this 25th day of October, between
American Diatomite and from Mask Mining Co. will grant I.M.M.C. up to
ninety (90) additional days to complete its public offering. For
granting this additional time I.M.M.C. agrees to issue A.D.L.L.C. two
hundred thousand (200,000) shares of its stock.
10/25/99 /s/ Xxxxxx X. Xxxxxxx
President, Iron Mask Mining Co.
10/26/99 /s/ Xxxxx Xxxxxx
/s/ XxXxx Xxxxxx
Member. American Diatomite, L.L.C.
