EXHIBIT (10)A
AGREEMENT
THIS AGREEMENT is made and entered into this 7th day of December, 2000, by
and between Red Gold, Inc. (hereinafter "Red Gold") and O'Hara Resources, Ltd.
(hereinafter "O'Hara"):
WHEREAS, Red Gold is the owner of twenty four (24) mining claims known as
RGI #s 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24,
25, 26, 27 and 28 located in Xxxxx County, Oregon (hereinafter "the Claims");
WHEREAS, Red Gold and O'Hara entered into an Option Agreement on or about
October 19, 2000, which is incorporated herein by this reference, by which Red
Gold granted O'Hara an option to purchase the Claims for 2,500,000 shares of
O'Hara's common stock;
WHEREAS, O'Hara has elected to exercise O'Hara's option to purchase the
Claims pursuant to the above-noted Option Agreement.
NOW THEREFORE, O'Hara and Red Gold agree as follows:
1. ASSIGNMENT OF THE CLAIMS. Red Gold does hereby sell and assign any and
all interest Red Gold has in the Claims to O'Hara. In so doing, Red Gold further
agrees that Red Gold will assist O'Hara to do whatever is necessary to register
the assignment of the Claims to O'Hara and ownership of the Claims in O'Hara's
name with all appropriate governmental and/or non-governmental entities as may
be required by law or otherwise.
2. ISSUANCE OF STOCK. In recognition of the above-noted assignment, O'Hara
will issue 2,500,000 shares of O'Hara's stock to Red Gold. These 2,500,000
shares will be registered in the name of "Red Gold, Inc." on O'Hara's stock
ledger unless Red Gold directs otherwise. A stock certificate for these
2,500,000 shares will be issued in the name of "Red Gold, Inc." and will be
delivered to Xx. Xxxxx X. Xxxxxxxxxx.
3. WARRANTY. In entering this Agreement, Red Gold warrants that:
a. Other than claims which have already been disclosed to O'Hara relating
to the Gold Dogs, LLC, Lincoln City Medical Center Pension Fund and
Xxxxx X. Xxxxx, there are no liens or encumbrances on the Claims;
2. Other than claims which have already been disclosed to O'Hara relating
to the Gold Dogs, LLC, Lincoln City Medical Center Pension Fund and
Xxxxx X. Xxxxx, there are no outstanding royalty agreements or claims
for royalties existing on the Claims; and
3. Other than claims which have already been disclosed to O'Hara relating
to the Gold Dogs, LLC, Lincoln City Medical Center Pension Fund and
Xxxxx X. Xxxxx, there are no claims against Red Gold, Inc. and/or its
shareholders that would encumber and/or impact the Claims.
4. CONTROLLING AUTHORITY. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
5. ATTORNEY FEES. In the event litigation is initiated arising out of this
Agreement, the losing party shall pay to the prevailing party its reasonable
attorney fees. If an appeal is taken from any judgment or decree of the trial
court, the losing party shall pay the prevailing party in the appeal its
reasonable attorney fees in such appeal.
6. BINDING EFFECT. This Agreement shall apply to, inure to the benefit of
and be binding upon and enforceable against the parties hereto and their
respective heirs, successors,
and or assigns, to the extent as if specified at length throughout this
Agreement.
7. WAIVER. Failure of any party to this Agreement at any time to require
performance of any of other party to this Agreement of any provisions hereof,
shall in no way affect any party's rights hereunder to enforce the same, nor
shall any waiver by any party of any breach hereof be held to be a waiver of any
succeeding breach or a waiver of this non-waiver clause.
8. ENTIRE AGREEMENT. This Agreement contains all of the terms, promises,
covenants, conditions and representations made or entered into by or between Red
Gold and O'Hara and supersedes all prior discussions and agreements whether
written or oral between Red Gold and O'Hara with respect to the Option and all
other matters contained herein and constitutes the sole and entire agreement
between Red Gold and O'Hara with respect thereto. This Agreement may not be
modified or amended unless such amendment is set forth in writing and executed
by both Red Gold and O'Hara with the formalities hereof.
9. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in
any number of counterparts and each such counterpart shall be deemed to be an
original instrument. This Agreement may also be executed by way of a signature
transmitted by facsimile by each of the parties to this Agreement and a
facsimile signature shall for all intents and purposes be considered the
equivalent of an actual and original signature and shall be treated in all
respects as an actual and original signature for the purposes of construing and
enforcing the terms of this Agreement.
IN WITNESS WHEREOF said parties have hereunto set their hand on behalf of
themselves, their heirs, assigns and representatives, and if a corporation, by
order of their respective Board of Directors in duplicate on the date and year
first above written.
_____________/s/_______________________ ___________/s/___________
Xxxxx Xxxxxxxx, Chief Executive Officer Xxxxx X. Xxxxxxxxxx,
O'Hara Resources, Ltd. President
Red Gold, Inc.
