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Exhibit No. 7 MINERAL SALE AND PURCHASE CONTRACT
THIS MINERAL SALE AND PURCHASE CONTRACT (this "Contract") is entered into
effective this 21 day of August, 1998, between American Environmental
Corporation, a Nevada corporation ("Buyer") and NatureNu Corporation, a Nevada
corporation ("Seller"), based on the following:
RECITALS
A. Seller is a Nevada corporation and owns certain mining claims that
contain inorganic micronutrients and other trace mineral (the "Sea Soil")
located in Xxxxxxxxx County, Nevada.
B. Buyer is a Nevada corporation that desires to market to Sea Soil to
interested parties in substantial quantities for a multiplicity of uses.
C. The parties have reached an agreement as to the terms of the sale and
purchase of Sea Soil and desire to set forth in this Agreement the details of
those terms.
AGREEMENT
NOW, based on the above premises and in consideration of the mutual
covenants, representations, and warranties set forth below and the mutual
benefits to be derived from the Purchase, it is agreed as follows:
ARTICLE I
SALE OF SEA SOIL AND PAYMENT BY BUYER
Section 1.01 Sale and Purchase of Sea Soil. Seller agrees to allow the
Buyer to extract up to 5,500 tons of Sea Soil, provided, Buyer shall make all
extractions at Buyer's cost and expense, with no cost or expense to the
Seller. Buyer shall extract the Seasoil from the property within eighteen (18)
months from the date hereof. The actual extraction shall be done by Seller at
Buyer's expense at Seller's cost plus twenty percent (20%) or by a contractor
approved by Seller, which approval shall not be unreasonably withheld. Any
extraction by Buyer or its contractor shall be done in such a manner as to
maintain the integrity of the property and any improvements, fixtures and
roads on or to the property. Any extraction by Buyer shall be done in
compliance with all Bureau of Land Management rules and regulations, in
accordance with good construction practices, and through a licensed
contractor. In the event that Buyer or Buyer's contractor performs extraction
of any Seasoil, Buyer shall defend, indemnify and hold Seller harmless from
any claims or causes of action resulting from the acts or omissions of Buyer
or Buyer's contractor or their employees, agents or representatives, including
attorneys' fees, costs and related expenses and Buyer and Buyer's contractor
shall demonstrate to Seller reasonable satisfaction that a policy of insurance
covering such activities is in full force and effect.
Section 1.02 Payment by Buyer. As consideration for the 5,500 tons of
Sea Soil to be extracted by Buyer, Buyer has issued 320,332 shares of its
common stock in satisfaction of certain indebtedness and financial obligations
of Seller. For purposes of this Agreement, the Sea Soil is being sold to
Buyer at a purchase price of $150 per ton, so that total consideration
received by the Seller hereunder shall be valued at $825,000 (the "Purchase
Price").
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Section 1.03 Further Assurances. From the date of this Agreement,
Seller shall use its best efforts to obtain all permits (including, without
limiting the generality of the foregoing, consents of any governmental
agencies) necessary to maintain right, title, and interest in the mining
claims containing the Sea Soil so as to permit the sale contemplated pursuant
to this Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.01 No Representation Regarding Tax Treatment. No
representation or warranty is being made by either party to the other
regarding the treatment of this Purchase for federal or state income taxation.
Each party has relied exclusively on its own legal, accounting, and other tax
advisers regarding the treatment of this transaction for federal and state
income taxes and on no representation, warranty, or assurance from any other
party or such party's legal, accounting, or other adviser.
Section 2.02 Governing Law. The Seller and Buyer intend that this
Agreement and Purchase shall be governed by, enforced, and construed under and
in accordance with the laws of the state of Nevada.
Section 2.03 Notices. Any notices or other communications required or
permitted by this Agreement must be in writing and shall be sufficiently given
if personally delivered to the other party, or, if sent by electronic
communication and confirmed by postage prepaid registered mail, certified
mail, or overnight courier addressed as follows:
If to Buyer, to: AMERICAN ENVIRONMENTAL CORPORATION
Attn: Xxxxxxx X. Xxxxxxx
000-X Xxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Fax: (000) 000-0000
If to Seller, to: NATURENU CORPORATION
Attn: Xxxxxxx X. Xxxxxxxxxxx, President
X.X. Xxx 00000
Xxxx, XX 00000
Fax: (000) 000-0000
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices. Any such notice or communication given in
accordance with this section shall be deemed to have been given as of the date
personally delivered, or one day after the date when sent by electronic
communication and confirmed by registered mail, certified mail, or overnight
courier as outlined above.
Section 2.04 Attorney Fees. In the event that any party institutes any
action to enforce this Agreement or secure relief from any breach, the
breaching party shall reimburse the nonbreaching party for all costs,
including reasonable attorney fees, incurred in connection therewith and in
enforcing or collecting any judgement.
Section 2.05 Amendment or Waiver. Every right and remedy provided for in
this Agreement shall be cumulative with every other right and remedy, whether
conferred in this Agreement, at law, or in equity, and may be enforced
concurrently. No waiver by any party of the performance of any obligation by
the other shall be construed as a waiver of the same or any other default then
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or thereafter occurring. This Agreement may be amended by a writing signed by
both Buyer and the Seller with respect to any of the terms contained herein.
Any term or condition of this Agreement may be waived or the time for
performance thereof may be extended by a writing signed by the party or
parties for whose benefit the provision is intended.
Section 2.06 Assignments. No party may assign any of its rights or
delegate any of its obligations under this Agreement without the express
written consent of the other party.
IN WITNESS WHEREOF, the corporate party and the individual parties hereto
have caused this Agreement to be executed on the date above mentioned.
BUYER:
AMERICAN ENVIRONMENTAL CORPORATION
BY:/s/Xxxxxxx X. Xxxxxxx, Its Duly Authorized Officer
SELLER:
NATURENU CORPORATION
BY:/s/Xxxxxxx X. Xxxxxxxxxxx, Its Duly Authorized Officer
