EXHIBIT 10.10
XXXXXXX CANCELLATION AGREEMENT
This agreement is between Atlas Mining Company ("Atlas") and Xxxxxxx
International, Inc. and the estate of Xxxxxxx Xxxxx Xxxxxxx (collectively
referred to as "Xxxxxxx") and is entered into by both parties for the purpose of
canceling the Equipment Purchase Agreement between Atlas and Xxxxxxx dated
August 22, 1997, and subsequent Promissory Note dated September 30, 1997,
("Agreement")
RECITALS:
Xxxxx Xxxxxxx herein asserts that he is the president of Xxxxxxx International,
Inc. and is the executor of the estate of Xxxxxxxx Xxxxx Xxxxxxx, and as such
has the authority to sign on behalf of Xxxxxxx
Xxxxxxx Xxxxxxxx is the President of Atlas Mining Company and has the authority
to sign on behalf of Atlas.
Whereas both Xxxxxxx and Atlas desire to cancel the Agreement and to return each
party to the status that existed prior to August 22, 1997;
And Whereas, both Xxxxxxx and Atlas understand that the assets listed in the
Agreement may or may not be in the same condition today as in 1997 both in terms
of quantity and working condition;
And Whereas both Xxxxxxx and Atlas recognize that the payments made on this
equipment are not refundable;
WITNESSETH:
Now, therefore, in consideration of the mutual covenants and promises herein
contained and for the good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby mutually
agree as follows:
That the remaining equipment and inventory, the subject of the Agreement dated
August 22, 1997, shall be returned to Xxxxxxx, a copy of the equipment and
inventory is attached hereto as exhibit A. Atlas is hereby forgiven and relieved
of any and all obligations under the Agreement, and the same is hereby cancelled
and held for naught.
Atlas shall execute a promissory note in the amount of $53,500.00 as and for
unpaid rents, consulting and other funds loaned to Atlas by Xxxxxxx. Said loan
will be repaid from the proceeds of the offering currently in application with
the Securities and Exchange Commission.
This agreement shall be binding upon and inure to the benefit and be enforceable
against the parties hereto and their respective successors and assigns, and
shall in all respects be governed, enforced and interpreted in accordance with
the laws of the State of Idaho.
Effective this 5th day of February, 2002.
For Atlas Mining Company For Xxxxxxx International, Inc.
By: /S/ XXXXXXX XXXXXXXX By: /S/ XXXXX XXXXXXX , its President
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its President
For the Estate of Xxxxxxxx Xxxxx Xxxxxxx
By: /S/ XXXXX XXXXXXX
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Personal Representative
PROMISSORY NOTE
FOR Value received the undersigned promise to pay to the order of
Xxxxxxx Internaitonal, Inc. and its assigns, the sum of ***** Fifty-three
thousand Five hundred and no/100 Dollars***** ($53,500.00) ***** with interest
from this date at the rate of 7% per annum.
The above sum is for the following debts owed to Xxxxxxx International,
Inc. and or Xxxxxxxx Xxxxx Xxxxxxx.
$18,500 for past rents
$15,000 for loan to Atlas Mining Company
$20,000 for Consulting fees
Interest will be paid monthly and continue each month thereafter until
maturity of this note.
The principal balance is due ninety days (90) days from today's date.
All payments will be applied first to interest and then to principal. Extensions
or renewals herein may be allowed with consent of both parties. Should the
debtor acquire funding through the Securities and Exchange offering currently in
registration then the proceeds then will be used to pay this note.
This note can be prepaid at any time during the course of this note,
without repayment penalty to the maker.
In the event of any default in payments due on this note, or upon the
breach of any terms, covenants, representations, warranty or conditions related
to this note or other agreements between the parties, then, at the option of the
holder hereof, the entire unpaid principal balance of this note, along with
accrued interest, shall become immediately due and payable with notice. Should
the holder thereafter take action to collect the amounts payable under this
note, maker will pay any outstanding balances and reasonable attorney fees
incurred in such collection.
Signed this 5TH day of February, 2001.
Atlas Mining Company
P. O. Box 968
0000 X. Xxxxxxxxxxx Xxx.
Xxxxxx, XX 00000
By /S/ XXXXXXX XXXXXXXX
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its PRESIDENT
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