EXHIBIT 10.15
GLOBAL SETTLEMENT AGREEMENT
This Global Settlement Agreement (the "Agreement") is made and entered
into effective January 8, 2000, pursuant to agreement reached during a mediation
before the Xxxxxxxxx Xxxx XxXxx, Xxx County District Court Judge by and between,
individually and collectively, in all capacities, for themselves, and for any
and all individuals and entities for which they have authority, Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxx and Xxxxxxx Xxxxxxx (collectively,
"Xxxxxxx"), Idaho Mining and Development Company (IMD), Silver Crystal Mines,
Inc. ("Silver Crystal"), Idaho Consolidated Metals Corporation (ICMC), Xxxxxxx
and Xxxx Xxxxxxx (collectively, "Xxxxxxx"), American Guarantee and Liability
Insurance Company ("American Guarantee"), and Xxxxxx X. Xxx, trustee of the
Xxxxxx X. Xxx Trust dated May 5, 1973 ("Xxx"), who is the person currently
acting as representative shareholder in Idaho County Case CV 31666, which is a
shareholder derivative action filed on behalf of Silver Crystal Mines, Inc. and
its shareholders. Gumprecht, White, Witrak, Swisher, lIVID, Silver Crystal,
ICMC, Xxxxxxx, American Guarantee and Xxx are collectively referred to as "the
Parties."
WHEREAS, the Parties are currently involved in numerous lawsuits,
disagreements and contractual relationships which the Parties have collectively
determined should be terminated and resolved as hereinafter set forth in order
that the Parties may pursue their respective business interests free of the
uncertainties, inhibitions, risks, costs and aggravations of the aforementioned
lawsuits and disagreements; and,
WHEREAS, each of the Parties has been duly advised by counsel of their
choice and is fully aware by their own judgment of the costs and potential
losses and potential benefits which could be incurred by pursuing said claims as
well as the benefits of resolving their differences.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
undertakings set forth herein, and other good and valuable consideration, the
existence, adequacy and receipt of which is expressly acknowledged by the
signatures set forth below, the Parties agree, covenant and solemnly promise as
follows:
1. Xxxxxxx and Xxxx Xxxxxxx have delivered to Pacific International in
Vancouver, British Columbia the certificates for 252,000 shares of unrestricted
ICMC stock. Upon final execution by all parties of this Settlement Agreement and
the stipulations and any other documents necessary to effectuate this agreement,
Steiners shall immediately cause Pacific International to transfer the shares
directly to Gumprecht and White in the amounts set forth below. If transfer
cannot be made directly from Pacific International, Xxxxxxx shall immediately
cause them to deliver the certificates to Montreal Trust, the transfer agent for
shares in Idaho Consolidated Metals Corporation, with instructions to promptly
and without delay reissue those shares in the following manner: 217,000 shares
to Xxxxxx Xxxxxxxxx and 35,000 shares to Xxxxx Xxxxx. Pacific International
and/or Montreal Trust shall be provided with brokerages and accounts numbers for
said shares so they can be transferred directly into Gumpreeht and White's
brokerages accounts. The Stipulations to Dismiss discussed below will not be
filed until the transfer of shares has been completed.
2. In furtherance of the intent of the Parties hereto, the Parties
agree as follows regarding the Silver Crystal Shareholder Derivative action,
Xxxxx Xxxxxx Xxxx XX 00000:
(a) Within three days of the execution of this Agreement, Xxxxxx
X. Xxx as Trustee of the Xxxxxx X. Xxx trust dated May 5,
1973, shall execute a "Withdrawal as Class Representative and
Dismissal of Individual Claims." A true, complete and accurate
copy of this document is attached hereto as Exhibit "A".
(b) Within five (5) days of the execution of this Agreement, but
not before the filing of Exhibit "A", Xx. Xxxxx shall file a
motion denominated "Motion to Withdrawal of Class Counsel and
for Notice" (Exhibit "B"), which notice shall inform the
shareholders that the matter will be dismissed without
prejudice and without an
Page 2 of 24
award of attorney fees and/or costs to any party if no current
shareholder in Silver Crystal Mines, Inc., within ninety (90)
days from the date of said notice, substitutes as
representative shareholder and certifies that he or she is a
representative shareholder who is willing and able to pursue
and adequately represent the interests of all the shareholders
of Silver Crystal Mines, Inc. in the shareholder derivative
action
(c) All Parties to this Agreement hereby waive any objection that
they may have or have had, and consent to Exhibit "A" and
Exhibit "B" as filed in the Derivative Action.
(d) Except to effectuate the terms of this Agreement, all parties
to this Agreement covenant, promise, and agree neither they
nor their spouses, parents, siblings, children, family
members, or anyone related to them or their family members
either by blood or marriage, predecessors, successors,
assigns, heirs, executors, administrators, affiliates,
subsidiaries, present or former employees, agents, members,
partners, directors, shareholders or entities and individuals
prohibited from bringing an action will participate, become
involved with, or otherwise have any voluntary connection with
or involvement in the Derivative Action, any refiled
derivative action or any resubmitted derivative action,
directly or indirectly, publicly or secretly, forever.
(e) The Parties further agree that it is their intention that
their present attorneys shall not be involved in representing
any persons or entities involved in either a continuation of
the present shareholder derivative action or any subsequent
shareholder derivative action relating to Silver Crystal
Mines, Inc. The Parties acknowledge that such representation
would constitute a conflict of interest for their current
counsel, and all Parties to this Agreement agree to never
waive, assign, or otherwise impair in any w~y their individual
rights as vested by the Idaho Model Rules of Professional
Conduct, and any other ethics, court, or professional rules
which may apply, to preclude their attorneys, whether of
record or not, from participating in any way in the Derivative
Action except to effectuate the terms of this Agreement.
Counsel for each of the Parties to this Agreement hereby
acknowledge that their participation in the Derivative Action
in any manner other than to effectuate the terms of this
Agreement would involve, implicate and represent an actual
conflict of interest, which has not, and, as a result of this
agreement, can not be waived. Each party to this Agreement
shall have by virtue of this provision the right to seek the
immediate disqualification of any attorney bound by this
Agreement together with any and all other relief as may be
determined by a court.
3. Except as provided in Paragraph 2 hereinabove with respect to the
Derivative Action, and limited solely and exclusively to that one and only
exception, each party to this Agreement who has asserted a claim against any
other party to this Agreement, regardless of forum, the nature of the
Page 3 of 24
claim, the relief sought, or the purpose of the claim, shall dismiss such claim
with prejudice within 3 days of the date this Agreement is fully executed. This
shall include, but not be limited to, a dismissal with prejudice and without
attorney's fees or costs to any party, all claims, counterclaims, cross-claims,
motions for claim and delivery, and appeals in the following identified
lawsuits:
a) Idaho County Civil Case No. 30534, which is a consolidation of
the cases originally filed as Gumprecht v. IMD, et al., (CV
30534) and Gumprecht and White v. IMD, et al. (CV 30968)
b) ldaho County Civil Case No.31150, Gumprecht and Witrak v.
ICMC, which is currently on appeal to the Idaho Supreme Court
c) Idaho Federal District Court Civil Case No. CASE NO.
CV-99-264-N-EJL, a declaratory judgment action filed by
American Guarantee and Liability Insurance Company against
Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxx Xxxxxxx
and Idaho Mining and Development Corporation.
Concurrently with the execution of this Agreement, the parties to each
of the foregoing actions shall execute the stipulations for dismissal with
prejudice of each of the above actions, which are attached hereto collectively
as Exhibit "C", and cause the same to be filed with the appropriate Court for
entry of an order consistent with the terms of this agreement and said
stipulation. Each of those stipulations shall specifically provide that each
party shall pay their own attorney fees and costs, and shall have no claim
against any other party to recover such costs and fees. The stipulation shall
also specify that the dismissal with prejudice will be a complete, absolute, and
total bar to any party bringing an action on any additional claims or defenses
which could have been brought by the parties on any of the underlying agreements
or causes of action excepting any claims arising under the Global Settlement
Agreement entered into between Idaho Consolidated Metals Corporation, Inc.,
Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, Xxxxxxxx X. Xxxxxxxxxx, individually and
acting in his capacity as Trustee of the Xxxxxxxxxx Family Trust, AND BETWEEN
Xxx Xxxxxxx, Xxxxxxx Xxxxxxx, Idaho Mining and Development Company (IMD) and
Silver Crystal Mines, Inc., dated April 29, 1998.
Page 4 of 24
This Agreement will hereinafter be referred to as the April 29, 1998, Global
Settlement Agreement.
4. For purposes of construing, interpreting and enforcing this
agreement, the Parties agree that all provisions shall be given the broadest
possible interpretation in implementing, fulfilling, and accomplishing the
Parties' stated intent, purpose and goals of terminating all existing litigation
between or involving the Parties, resolving all disputes between or involving
the Parties, and preventing further litigation between or involving the Parties,
excepting those claims arising under the April 29, 1998, Global Settlement
Agreement.
Although counsel for Del Xxxxxxx has been the scrivener of this
Agreement, all Parties agree and acknowledge that all Parties have participated
in the drafting of this Agreement, and that the rule of contra proferentum shall
not be applied in the construction, interpretation, or enforcement of this
Agreement. Any ambiguity in this Agreement (which the parties do not concede
exist) shall be resolved in favor of implementing, fulfilling, and accomplishing
the Parties' stated intent, purpose and goals of terminating all existing
litigation between or involving the Parties, resolving all disputes between or
involving the Parties, and preventing further litigation between or involving
the Parties, excepting those claims arising under the April 29, 1998, Global
Settlement Agreement. If one construction or interpretation will result in
further litigation and a different construction or interpretation will result in
less litigation, then the Parties agree that the construction or interpretation
resulting in less litigation shall be adopted.
5. In consideration of the covenants and promises contained in the
Agreement and other good and valuable consideration, the receipt, adequacy, and
sufficiency of which is hereby acknowledged, Gumprecht, White, Witrak, IMD,
Xxx Xxxxxxx, Xxxxxxx Xxxxxxx, Silver Crystal, Xxxxxxx Xxxxxxx, Xxx Xxxxxxx,
ICMC, and American Guarantee, individually and collectively, and their
respective predecessors, successors, assigns, heirs, executors, administrators,
affiliates or
Page 5 of 24
subsidiaries, and present or former employees, agents, members, partners,
officers, directors or shareholders hereby now and forever unconditionally
releases, remises, acquits, satisfies, and discharges one another from any and
all past, present or future claims, rights, demands, losses, expenses, costs,
liabilities, indebtedness, actions, causes of action, suites or compensation of
any nature whatsoever, whether based in tort, contract, or any other theory of
recovery, including, but not limited to breach of contract, restitution, breach
of any extra-contractual duties, negligence, or statutory or common law bad
faith, whether known or unknown, and whether for compensation, attorney's fees,
punitive damages or any other kind of damages which any party had, now have, or
might have in the future arising out of any alleged acts or omissions occurring
from the beginning of time until January 8, 2000, the effective date of this
agreement. American Guarantee expressly acknowledges that this release includes
any right to subrogation or indemnification it may have arising from this matter
against any of the Parties.
The Parties further acknowledge that this Global Settlement Agreement
is intended to fully and finally resolve any and all potential claims, known or
unknown, from the beginning of the world to January 8, 2000, between and/or
among the Parties. Subject only to the limitations set forth in Paragraphs 6 and
7 of this Agreement, the Agreement shall not be limited to a resolution of any
and all potential claims which could have been raised among the Parties in
existing actions, but is also intended to be a full and final settlement of any
other claims of any type whatsoever arising between any of the Parties for
alleged acts or omissions occumng at any time prior to January 8, 2000, whether
in contract or in tort, in law or in equity.
By executing this Agreement, the Parties acknowledge that the facts
pursuant to and on which this Agreement is or may be based may hereinafter prove
to be different from the facts now known or believed to be true. The Parties
expressly accept and assume the risk of the facts proving
Page 6 of 24
to be different, and the Parties agree that the terms of this Agreement shall
be, in all respects, effective and are not subject to termination or rescission
on account of any such difference in facts known or unknown at this time.
6. American Guarantee agrees that this Agreement and the release
contained therein shall not preclude Del Xxxxxxx from seeking coverage under his
current professional liability insurance policy, subject to the terms and
conditions of that policy, for a claim that is made after the date of this
Agreement, so long as at time of the execution of this Agreement (1) Del Xxxxxxx
had no reasonable basis to believe that the claim would be made and (2) Del
Xxxxxxx had no reasonable basis to believe that a professional duty had been
breached with respect to the facts or circumstances out of which the claim
arises. Del Xxxxxxx expressly represents and warrants that other than the claims
and circumstances giving rise to this Agreement, he has no reasonable basis to
believe that a claim will be made against him and no reasonable basis to believe
that he has breached a professional duty. Del Xxxxxxx expressly acknowledges
that he releases American Guarantee for all claims which have already been made,
whether reported or not. Moreover, Del Xxxxxxx acknowledges this Paragraph does
not expand the scope of the coverage provided for claims made in the future;
instead, any such claim is subject to the terms and conditions of the policy.
7. The Parties acknowledge that there is an existing Global Settlement
Agreement dated April 29, 1998, between Idaho Consolidated Metals Corporation,
Inc., Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, Xxxxxxxx X. Xxxxxxxxxx, individually and
acting in his capacity as trustee of the Xxxxxxxxxx Family Trust, AND BETWEEN
Xxx Xxxxxxx, Xxxxxxx Xxxxxxx, Idaho Mining and Development Company (IMD) and
Silver Crystal Mines, Inc. The Parties agree that this Agreement does not
replace or subsume the April 1998 Global Settlement Agreement. The release of
all claims
Page 7 of 24
contained in this Agreement shall not act as a release of claims which may arise
out of the April 1 998 Global Settlement Agreement.
8. All Parties shall concurrently execute any and all documents
necessary to effectuate this Agreement.
9. The Parties understand, acknowledge and agree that damages at law,
including without limitation, monetary relief and damages are not adequate
remedies for the failure of any party to fulfill their obligations under this
Agreement or for the breach by any party of this Agreement. Accordingly, the
Parties agree that in addition to monetary relief, equitable relief, including
without limitation injunctive relief, is the appropriate remedy should the court
determine that any party has failed to comply with the terms of this Agreement.
10. Any party found to have failed to fulfill his, her or its
obligations under this Agreement shall be liable to the party seeking
enforcement, including monetary damages, in the District Xxxxx. of the Second
Judicial District of the State of Idaho for all reasonable attorney's fees and
costs incurred in connection with the enforcement of this Agreement.
11. The Parties agree that all communications, negotiations,
representations, statements, and discussions leading up to, resulting in and
causing this Agreement occurred and were made in the course of mediation. All
Parties agree that such communications, negotiations representations,
statements, and discussions are privileged settlement communications subject to
Rule 507 of the ldaho Rules of Evidence. All Parties agree to the application of
the privilege in advance of the mediation, and reaffirm the application of the
privilege in this Agreement. All Parties expressly agree that the Parties, the
Parties' counsel, and the mediator may not in any circumstance be compelled to
testify in any deposition, hearing, or trial as to any communications,
negotiations,
Page 8 of 24
representations, statements, and discussions which occurred during the
mediation, in connection with the drafting of this Agreement or with the
mediator.
12. The Parties agree that, in the agreement to and execution of this
Agreement, they have not and are not relying on any representations of any other
party except as expressly contained in this settlement agreement. The Parties
acknowledge that the facts may be different than the facts believed by them to
be true at the time of this Agreement. The Parties further acknowledge that
further discovery might have revealed facts and reflected that their respective
claims and allegations were better or worse than believed or assumed at the time
of this Agreement. The Parties acknowledge that they are represented by counsel,
have been afforded an opportunity to counsel, have consulted with counsel, and
freely, voluntarily, and without compulsion and duress, agreed to and executed
this Agreement.
13. The laws of the State of Idaho shall apply to all terms of this
Agreement in all respects.
14. The District Court of the Second Judicial District of the State of
Idaho shall retain jurisdiction over the Parties for the purpose of enforcing
the terms of the Agreement thought its inherent powers, contempt powers, and any
and all other powers as conferred on it. By their execution hereof, each and
every party hereto consents to the jurisdiction of the District Court of the
Second Judicial District of the State of Idaho in any proceeding to enforce the
terms of this Agreement. To the extent any party believes that any other party
has failed to fulfill his, her, or its obligations under this Agreement,
breached a provision of this Agreement, or violated the terms of this Agreement,
the Parties agree that the appropriate and exclusive remedy shall be a motion to
enforce the terms of this Agreement in the District Court of the Second Judicial
District of the State of Idaho.
Page 9 of 24
15. Each party hereto represents and warrants that he, she, or it, has
not assigned any of the actions to be dismissed in this Agreement nor any of the
claims to be released in this Agreement. Each party hereto represents and
warrants that he, she, or it has the authority to execute this Agreement, and to
bind the entity on behalf of which this Agreement is signed.
IN WITNESS WHEREOF, the parties hereto have set their hands the day
and year in this instrument first above written.
Xxxxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxx
APPROVED AS TO FORM
AND CONTENT:
Xxxx Xxxxxx, attorney for Gumprecht,
White & Witrak
Page lO of 24
IDAHO CONSOLIDATED METALS CORPORATION
By: [ILLEGIBLE SIGNATURE]
-------------------------------------
President
By: [ILLEGIBLE SIGNATURE]
-------------------------------------
Secretary
By: [ILLEGIBLE SIGNATURE]
-------------------------------------
Xxxxxxx Xxxxxxx
By: [ILLEGIBLE SIGNATURE]
-------------------------------------
Xxxx Xxxxxxx
APPROVED AS TO FORM
AND CONTENT:
Xxxx Xxxxxx Xxxxx, attorney for ICMC
and Steiners
Page 11 of 24
XXX XXXXXXX
XXXXXXX XXXXXXX
IDAHO MINING AND DEVELOPMENT COMPANY
By: /S/ XXX XXXXXXX
-------------------------------------
Xxx Xxxxxxx, President
By: [ILLEGIBLE SIGNATURE]
-------------------------------------
Secretary
APPROVED AS TO FORM
AND CONTENT:
Xxxxxxxx Xxxxxxx, attorney for Xxxxxxx and IMD
Page 12 of 24
SILVER CRYSTAL MINES, INC.
By: /S/ XXX XXXXXXX
-------------------------------------
Xxx Xxxxxxx, President
By: [ILLEGIBLE SIGNATURE]
-------------------------------------
Secretary
Xxxxxx X. Xxx Trust dated May 5, 1973
_____________________________________
Xxxxxx X. Xxx, trustee
Silver Crystal Shareholder
Representative
APPROVED AS TO FORM
AND CONTENT:
Xxxxxxx X. Xxxxx, attorney for plaintiffs
in Idaho County Xxxx XX 00000
Page 13 of 24
AMERICAN GUARANTEE AND LIABILITY
INSURANCE COMPANY
By _____________________________
APPROVED AS TO FORM
AND CONTENT:
Xxxxx X. Xxxxxxxx, ARNALL GOLDEN & XXXXXXX, LLP.
Attorneys for American Guarantee and Liability Company
Xxxxxxx X. Xxxxxxx
XXXXXXX & XXXXX
Attorneys for American Guarantee and Liability
Insurance Company
Page 14 of 24
STATE OF WASHINGTON)
) ss
County of King )
On this 3rd day of March, 2000, before me, the undersigned, a notary
public in and for said state, personally appeared XXXXXX XXXXXXXXX, known or
identified to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Xxxx X. Xxxxxx
Notary Public in and for said State
Residing at: North Bend, WA
My Commission expires: 12/28/2001
Page 15 of 24
STATE OF WASHINGTON)
) ss
County of Nez Perce)
On this 7th day of March, 2000, before me, the undersigned, a notary
public in and for said state, personally appeared XXXXX XXXXX, known or
identified to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Xxxxx Xxxxxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 11/05/2005
Page 16 of 24
STATE OF WASHINGTON)
) ss
County of King )
On this 2nd day of March, 2000, before me, the undersigned, a notary
public in and for said state, personally appeared XXXXXX XXXXXX, known or
identified to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Xxxxx X. Xxxxxx
Notary Public in and for said State
Residing at: Black Diamond, WA
My Commission expires: 3/18/2002
Page 17 of 24
STATE OF IDAHO )
)ss
County of Nez Perce)
On this 15th day of February, 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxxx Xxxxxxx and
Xxxxxxx Xxxxxxx known and identified to me to be the President and Secretary,
respectively, of IDAHO CONSOLIDATED METALS CORPORATION, an Idaho corporation,
the corporation that executed the within instrument, and acknowledged to me that
they executed the same for and on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Xxxxxxxx XxXxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 4/22/2005
Page 18 of 24
STATE OF IDAHO )
)ss
County of Nez Perce)
On this 15th day of February, 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxxx Xxxxxxx and
Xxxx Xxxxxxx, known or identified to me to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Xxxxxxxx XxXxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 4/22/2005
Page 19 of 24
STATE OF )
)ss
County of )
On this ____ day of February, 2000, before me, the undersigned, a
notary public in and for said state, personally appeared Xxxxxx X. Xxx, known or
identified to me to be the trustee of the Xxxxxx X. Xxx Trust dated May 5, 1973,
and acknowledged to me that she executed this document on behalf of said Trust.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public in and for said State
Residing at:
My Commission expires:
Page 20 of 24
STATE OF IDAHO )
)ss
County of Nez Perce)
On this 17th day of February, 2000, before me, the undersigned, a
notary public in and for said state, personally appeared XXX XXXXXXX known or
identified to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Xxxxxxxx X. Xxxxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 9/28/2003
STATE OF IDAHO )
)ss
County of Nez Perce)
On this 17th day of February, 2000, before me, the undersigned, a
notary public in and for said state, personally appeared XXXXXXX XXXXXXX known
or identified to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Xxxxxxxx X. Xxxxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 9/28/2003
Page 21 of 24
STATE OF IDAHO )
)ss
County of Nez Perce)
On this 17th day of February, 2000, before me, the undersigned, a
notary public in and for said state,personally appeared Xxx Xxxxxxx and Xxxxxxx
Xxxxxxx known and identified to me to be the President and Secretary,
respectively, of IDAHO MINING AND DEVELOPMENT COMPANY, an Idaho corporation, the
corporation that executed the within instrument, and acknowledged to me that
they executed the same for and on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Xxxxxxxx X. Xxxxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 9/28/2003
Page 22 of 24
STATE OF IDAHO )
)ss
County of Nez Perce)
On this 17th day of February, 2000, before me, the undersigned, a
notary public in and for said state,personally appeared Xxx Xxxxxxx and Xxxxxxx
Xxxxxxx known and identified to me to be the President and Secretary,
respectively, of SILVER CRYSTAL MINES, INC., an Idaho corporation, the
corporation that executed the within instrument, and acknowledged to me that
they executed the same for and on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Xxxxxxxx X. Xxxxxxx
Notary Public in and for said State
Residing at: Lewiston, ID
My Commission expires: 9/28/2003
Page 23 of 24
STATE OF __________)
)ss
County of _________)
On this ____ day of February, 2000, before me, the undersigned, a
notary public in and for said state,personally appeared _______________________,
known or identified to me to be the ________________________, of American
Guarantee and Liability Insurance Company and acknowledged to me that he
executed the same on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
__________________________________
Notary Public in and for said State
Residing at: _____________________
My Commission expires: ___________
Page 24 of 24
