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Exhibit 10.(vii)
[LETTERHEAD] NEVADA MANHATTAN MINING, INC.
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Mining # Development # Exploration
August 10, 1995
Xxxxxxx X. Xxxxx
Xxxxx Exploration Corporation
0000 Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Re: Agreement, Manhattan Property
Dear Xxxx:
This Agreement will confirm our understanding with respect to the "Property"
more particularly described as the patented and unpatented mining claims
attached as exhibit A, with any and all rights title and related (mineral,
other) interests located in the Manhattan Mining District, Xxx County, Nevada,
(Township 8N, Range 44E, Sections 20, 21, 22, 27, 28, 29).
The parties to this Agreement are Xxxxxxx X. Xxxxx, Xxxxx Exploration
Corporation (hereinafter "Xxxxx") and Nevada Manhattan Mining, Inc.
(hereinafter "Nevada"). The parties agree to the following general terms and
conditions as they may, or may not relate to prior agreements between the
parties including the agreement dated April 4, 1987 between Xxxxx and Nevada,
the agreement dated August 22, 1989 between Xxxxx, Nevada and Argus Resources
(hereinafter "Argus"), and the agreement dated April 16, 1993 between Nevada
(24.5% interest), Argus (24.5% interest) and Xxxxxxx Xxxxxx (hereinafter
"Xxxxxx", 51% interest and project operator).
Whereas, Xxxxx entered into a Purchase Agreement with Xxxxxx dated March 22,
1993 for the "Property", the terms of which are subject to non-disclosure
language and cannot be divulged.
Whereas Xxxxxx allowed Nevada and Argus to participate per the terms and
conditions of the April 16, 1993 Agreement which also designated Xxxxxx as the
Operator of the Property. Xxxxx was aware of this agreement.
Whereas, Nevada has defaulted Xxxxxx under Nevada Law as it relates to the
April 16, 1993 Agreement.
Whereas, Xxxxx has provided Xxxxxx notice of default and subsequent termination
(August 7, 1995) pursuant to the terms and conditions of the Purchase
Agreement, dated March 22, 1993 between Xxxxx and Xxxxxx.
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Xx. Xxxxxx failed to respond, in any fashion, to the above referenced default
notices and has been terminated. Said actions also jeopardized the interests
of Nevada and Argus which may carry damages not related to this Agreement.
With these facts confirmed, Xxxxx and Nevada desire to enter into this
Agreement under the same general terms and conditions as the previous
Agreements between the parties.
Therefore:
Xxxxx hereby agrees to sell to Nevada any and all rights title and interest in
the "Property" (patented and unpatented claims, exhibit A) for the remaining
balance on the "Note And Deed Of Trust" in favor of Xxxxx with an approximate
remaining balance of $232,000 plus accrued interest for the patented claims and
an additional $75,000 for the unpatented claims with the terms to be negotiated
in good faith.
Xxxxx hereby agrees to allow Nevada to pay any and all applicable BLM fees on
the unpatented claims due and payable during 1995 by August 17, 1995 in order
to maintain the "good standing" of the unpatented claims and the Property.
Nevada hereby agrees to pay the approximate sum of $232,000 plus accrued
interest to Xxxxx remaining on the Note And Deed Of Trust in favor of Xxxxx
bearing an interest of 10% per annum. Payments of $100,000 per year will made
to Xxxxx on the Note And Deed Of Trust commencing January 1996 in accordance
with the previous agreements.
Nevada agrees to allow Xxxxx to participate under the same general terms and
conditions as their participation under the April 16, 1993 Agreement if they so
elect. Xxxxx will have sixty days to notify Nevada of their election to
participate from the date of this Agreement.
This constitutes the entire agreement between the parties and it is understood
that if necessary, the parties will prepare and execute a more detailed
agreement with similar provisions as the previous agreements between the
parties.
Sincerely,
/s/ XXXXXXX XXXXXX
Xxxxxxx Xxxxxx
Xx. Vice President
Agreed:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx Date
Xxxxx Exploration Corporation
/s/ XXXXXXX X. XXXXX Pres.
OFFICIAL RECORDS
XXX CO. NEV.
RECORD REQUESTED BY
Nevada Manhattan Mining
'95 DEC 28 P2:26
0 386630
XXXXX XXXXX
RECORDER
FEE 8.00 DEP tp
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