ZARZION LTD SALE TO
HEALTH CARE CENTERS OF AMERICA, INC.
OF CERTAIN LODE CLAIMS
SALE OF LODE MINE:
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Agreement made February 6, 1997, between Zarzion, Ltd, a
corporation organized under the laws of the country of the Bahamas in accordance
with the International Business Corporation Act, doing business at 2nd floor,
Citibank Building, East Mall Drive, P.O. Box F42544, Freeport, Bahamas, here
referred to as seller, and Health Care Centers of America, Inc., a corporation
organized under the laws of the State of Nevada, doing business at 000 Xxxxx
Xxxxxxxxx Xxxxxx, Xxxxx 00X, Xxxx, XX 00000, here referred to as buyer.
The parties agree as follows:
SECTION ONE
IDENTIFICATION OF MINE: PURCHASE PRICE
Seller shall set to buyer, and buyer shall buy from seller, on the
terms and conditions specified in this agreement, real property consisting of
mines and mining around, together with the improvements on the real property and
the appurtenances to it, if any in San Bernandino County, California,
particularly described as follows:
The price for the above-specified real property shall be three
hundred seventy five million (375,000,000) shares and shall be issued within
three (3) days of this agreement For purpose of this agreement, the parties
agree that the value of the shares of stock of HCCA herein involved shall be two
dollars ($2.00) per share, which buyer shall pay to seller at the times and in
the amounts set forth in this agreement, and subject to the terms, covenants,
and conditions contained in this agreement.
SECTION TWO
TIME FOR PAYMENT
The buyer shall tender to the seller assignment(s) of all if in
interest in and to all claims and other interest in the subject matter of the
agreement. Said assignment(s) shall be in a form acceptable to the buyer.
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SECTION THREE
LABOR AND MATERIALS
Buyer shall pay for all labor done on or in the property and for
all materials furnished, as well as for equipment of all kinds placed on the
property. '
Buyer shall indemnify seller and the property to be conveyed
against any and all claims or liens for labor, materials, or equipment.
Immediately on commencement of any work by buyer, buyer shall
notify seller of the commencement, and seller shall have the right to post on
the property and to record notices of nonresponsibility for labor or materials
furnished.
SECTION FOUR
TAXES
Buyer shall at all times during the term of this agreement, pay
before delinquency all state and county taxes levied against the property and
against any personal property, tools, equipment and the like placed on the
property by buyer.
SECTION FIVE
LIABILITY FOR DAMAGES
Buyer shall indemnify seller against all liability and claims for
damages for any injury or injuries, including death, to any person or persons or
property of any kind, form any cause or causes, while in, on or in any way
connected with the property. Buyer shall indemnify seller against all
liabilities, charges and expenses, including attorney fees and costs, on account
of or by reason of the injury or injuries, including death, or any loss of
damage growing out of the same.
SECTION SIX
COMPLIANCE WITH LAWS
Buyer shall at all times during the term of this agreement,
conform with all applicable laws of California and the United States in the
operation of the property, and ensure compliance with all safety laws and
regulations for the protection of any and all employees engaged in mining
operations.
SECTION SEVEN
NOTICES
The addresses of the respective parties for the purpose of all
notices required by this agreement are as listed above.
Any change of address shall be immediately furnished by each party
to the other.
Mailing to a party at the address for the party specified above,
or to an address furnished by a party to the other in the event of a change of
address, be registered mail (return receipt requested) of any and all notices
required shall constitute service of the notice and shall be conclusive evidence
of the mailing.
SECTION EIGHT
EFFECT OF AGREEMENT
This agreement and all its terms, covenants and conditions shall
be binding on the parties, their successors and assigns.
Time is of the essence of this agreement.
In witness whereof, the parties have executed this agreement at
Reno, Nevada, the day and year first above written.
SELLER: Zarzion, Ltd Health Care Centers of America, Inc.
By:/s/Xxxxxx Xxxxxxx By:/s/ Xxxxxxx Xxxxxxx
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Carob Xxxxxxx Xxxxxxx Xxxxxxx
Tile: Director - President President
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Attest:/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Secretary
CORPORATE RESOLUTION
HEALTH CARE CENTERS OF AMERICA, INC.
On February 6, 1997 a Special Meeting of the Board of Directors of Health Care
Centers of America, Inc. (HCCA) was held pursuant to a Waiver of Notice, at 1:00
pm in Reno, Nevada. All of the members being present and constituting a quorum.
A general discussion was conducted regarding the acquistion of certain mining
lode claims from Zarzion. Ltd. The board reviewed the lode claims, the certified
assay reports, proofs of annual labor reports and other data. After review and
further discussion it was decided that the acquisition of these lode claims was
very beneficial to the company. Thereafter, the following resolution was
adopted.
BE IT RESOLVED, that the company is hereby directed to acquire certain lode
claims from Zarzion, Ltd. in payment for same, the company shall immediately
issue to Zarzion, Ltd. Three hundred seventy five million (375,000,000) shares
of section 144 restricted common stock.
BE IT FURTHER RESOLVED, that the officers of the company shall do that which is
necessary to complete the transaction.
/s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chairman
/s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx, Secretary
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X Xxxxxxx, Treasurer
/s/Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx III
CERTIFICATION
THE UNDERSIGNED HEREBY CERTIFIES
THAT THIS DOCUMENT IS A TRUE
AND EXACT COPY OF THE ORIGINAL
SIGNATURE: (signature illegible)
TITLE:
