ASSIGNMENT AGREEMENT
BETWEEN:
WINMAX TRADING GROUP INC. (hereinafter called "Winmax")
and
STONE AND XXXXX CORPORATION S.A.R.L (hereinafter called
"Stone and Xxxxx")
WHEREAS Stone and Xxxxx has entered into a number of Agreements with entities
respecting the development and mining of certain properties in the Democratic
Republic of Madagascar;
AND WHEREAS Stone and Xxxxx has insufficient means with which to develop
and/or mine the properties; and
AND WHEREAS Winmax is desirous of developing and mining the properties
and has the ability to do so;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Stone and Xxxxx hereby represents and warrants to Winmax that it has the
legal and beneficial right, to the exclusion of all others, to develop and mine
those properties noted in Appendix A attached hereto to this Agreement subject
only to the payment of required governmental fees and levies.
a) Not to restrict the generality of the foregone Stone and Xxxxx
further represents that it is the only entity legally and
beneficially permitted to remove precious or semi-precious gem
stones from the noted properties.
2. Stone and Xxxxx further represents and warrants to Winmax that there are
no monies, debts or encumbrances owed to any entity respecting the properties
noted in Appendix A.
3. Stone and Xxxxx specifically acknowledge to Winmax that it is aware that
Winmax is relying upon the representations and warranties noted in clauses 2
and 3 herein.
4. Stone and Xxxxx hereby assigns to Winmax and Winmax hereby accepts such
assignment of Stone and Xxxxx entire interest in the noted properties.
5. In consideration of Stone and Xxxxx assigning its entire interest in the said
properties to Winmax, Winmax agrees to pay to Stone and Xxxxx Twenty Five (25%)
Percent of the rough stones, which Winmax receives from the properties.
a) In addition to the consideration noted in the foregone clause 5
Winmax further covenants and agrees with Stone and Xxxxx to perform
such duties and obligations as originally contracted by Stone and
Xxxxx to perform as is consistent with an assignment of Stone and
Xxxxx entire interest in the properties to Winmax provided,
however, that any such obligations or the possibility of such
obligation arising in the future must be brought to Winmax's
attention in writing prior to the 1st of January, 2002. Failing
such notice Winmax shall be at liberty to treat the payments
required to be made pursuant to clause 7 hereunder.
6. The Payment noted in clause 5 above will be made to an office to be
designated in writing to Winmax by Stone and Xxxxx with all costs of transport
to be borne by Stone and Xxxxx.
7. In the event that any monies not disclosed to Winmax pursuant to clause 5
hereunder became payable or if Stone and Xxxxx is in breach of its
representations and/or warranties noted in either or both of clauses 1 and/or 2
herein then and in that event Winmax shall be at liberty to retain for itself
rough stones which would otherwise be deliverable to Stone and Xxxxx pursuant to
clause 5 hereunder until such time as Stone and Xxxxx obligation to Winmax has
been satisfied.
a) Not to restrict the generality of clause 7 hereunder Winmax, in
addition to the remedy noted in clause 7 hereunder shall also or
instead of be entitled to proceed against Stone end Xxxxx for any
monies for which Stone and Xxxxx was liable to pay or for which no
notice of same was provided Winmax.
8. In addition to the foregone, Stone and Xxxxx also assigns to Winmax its
entire interest in those properties noted on Appendix B attached hereto and that
the terms and conditions of this agreement apply mutais mutandis to the
agreement to assign the entirety of Stone and Xxxxx interest to Winmax in those
Appendix B properties save and except that the consideration to be paid by
Winmax to Stone and Xxxxx for the assignment of interest in the Appendix B
properties shall be Twenty {20%) per cent and not Twenty-Five (25%) per cent of
the rough stones received by Winmax from the properties as noted in clause 5
herein.
9. Winmax's address for service hereunder shall be 800 0000 XxxXxxx Xxxxx,
Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0XXX0.
10. Stone and Xxxxx shall provide Winmax in writing of its address for service
hereunder failing which to its registered office for service.
11. Any service pursuant to this Agreement shall be deemed to have been
received by the recipient Thirty (30) Days after the sender can provide said
service was effected or deemed to be effected pursuant law.
12. The laws of the State of Florida shall govern the interpretation of this
agreement and should any legal proceedings be required hereunder then such
proceedings shall be brought in the State of Florida.
13. This Agreement may be executed in counterpart and thereafter transmitted to
the other by facsimile transmission if receipt is acknowledged by the other or
otherwise by mail service as provided herein.
WHEREOF THE PARTIES HERETO AGREE TO BE BOUND BY XXX XXXXXXXX XX XXX XXXX XX
XXXXXXX IN THE STATE OF ALBERTA FOR WINMAX AND AT THE CITY OF
________ IN THE STATE OF MADAGASCAR FOR STONE AND XXXXX THIS 15 DAY OF
NOVEMBER 2001.
Winmax Trading Group, Inc.
/s/ Xxxxxx X. Xxxxx (SEAL)
Stone and Xxxxx Corporation s.a.r.l.
/s/ Xxxx Xxxxxxx (SEAL)
