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Exhibit 10.(ii)
AMENDMENT AND AGREEMENT
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For TEN DOLLARS ($10.00) and other valuable consideration, the receipt
of which is hereby acknowledged, Xxxxxxx X. Xxxxx, Xxxxx Exploration
Corporation, and Xxxxxxx X. Xxxxx and Associates (hereinafter referred to as
"Xxxxx"); and Nevada Manhattan Mining Incorporated, (formerly Epic Enterprises,
Ltd.), (hereinafter referred to as "Nevada"), agree to modify, in part, the
Mining Agreement dated April 4, 1987, by and between Xxxxxxx X. Xxxxx, Xxxxx
Exploration Corporation, a Nevada corporation, Xxxxxxx X. Xxxxx and Associates,
and TWA Associates, and, Epic Enterprises, Ltd., and attachments thereto
including without limitation Exhibit "2", as amended, and attachments and
exhibits thereto; a two page AGREEMENT, dated April 4, 1987, by and between
Xxxxxxx X. Xxxxx, et al., and Epic Enterprises, Ltd., relative to the so called
WC mining claims; and the "Amendment and Agreement", dated October 16, 1987, by
and between Xxxxx, Argus Resources, Inc., and Nevada, and acknowledge and agree
to the additional agreements between the parties hereto as set forth herein.
It is understood and agreed between the parties hereto that the instant
Amendment and Agreement is not meant to, nor does it abrogate, any other rights,
duties, obligations or interests of the parties hereto in the aforesaid
documents not specifically enunciated in the instant Amendment and Agreement.
1. There is presently pending the U. S. District Court for the District
of Nevada, Case No.: CV-LV 86-491, HDM, entitled Xxxxxx Xxxxxxxx, et. al.,
Plaintiffs, vs. Xxxxxxx Xxxxx, et. al.,
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Defendants. Xxxxx is in no way desirous of settling this lawsuit or any other
matters with the Plaintiffs, their associates or assigns; however, Nevada is
desirous of having this lawsuit settled in order to effectuate the consummation
of its Mining Agreement with Xxxxx. Accordingly, Nevada promises to
successfully negotiate a settlement of the said lawsuit so that no liability is
fixed against the said Defendants, and to get the said Plaintiffs to execute a
Stipulation for dismissal of the lawsuit with Prejudice and to get the
Plaintiffs and the partners of Manhattan Mines, Ltd., Manhattan Mines, Ltd.,
II, and their successors and assigns to execute a General Release in favor of
said Defendants and Xxxxx which forever releases Xxxxx and the Defendants from
any and all acts of Xxxxx and the Defendants whether related to the lawsuit or
anything else; the Release and Stipulation shall also contain a statement that
the Defendants and Xxxxx do not admit any liability as a result of the said
lawsuit or any other previous dealings with the Plaintiffs and the partners of
Manhattan Mines, Ltd., Manhattan Mines Ltd., II, and their successors and
assigns. This Agreement does not constitute an admission of fault or liability
by the Defendants as related to said lawsuit.
2. It is agreed that on condition that the Plaintiffs in the
aforesaid lawsuit execute a dismissal with prejudice of the aforesaid lawsuit on
the basis of an agreement with Nevada, inconsideration of such dismissal and
release, Xxxxx agrees to reduce the purchase price of certain mining claims as
set forth
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in the Mining Agreement dated April 4, 1987, aforesaid contained in Paragraph 8
thereof from a purchase price of $2,100,000.00 reduced to $600,000.00 pursuant
to the schedule set forth hereinafter. There shall be no penalty for
prepayment.
3. The schedule of semi-annual payments due from Nevada or its
successors or assigns to Xxxxx pursuant to the April 4, 1987, AGREEMENT is
amended as follows:
DATE PAYMENT
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2/15/88 $25,000.00
8/15/88 $50,000.00
2/15/89 $50,000.00
8/15/89 $50,000.00
2/15/90 $50,000.00
8/15/90 $50,000.00
2/15/91 $50,000.00
8/15/91 $75,000.00
4. All negotiations, between the parties are merged in this
Amendment and Agreement, and the documents specified herein, and there are no
understandings or agreements between the parties hereto with respect to the
transactions contemplated herein, other than those incorporated herein. This
Amendment may not be modified, except by an instrument in writing duly executed
by the applicable respective parties.
5. This Amendment and the other documents, referenced herein is
intended by the parties as a final expression of their agreement and as a
complete and exclusive statement of their terms.
6. The parties hereto agree that this document shall be executed
in duplicate originals and that until the above referenced Dismissal and
Release Agreements are executed by all
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parties, no copies of this document shall be made, the originals
of this document shall be kept in the offices of XXXXXX AND XXXXXX XXXXX
ASSOCIATES and XXXXXX X. XXXXX, and the terms of this Agreement shall not be
divulged to any third parties by any of the parties hereto, their attorneys,
representatives, or employees.
DATED this 9th day of December, 1987.
/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX, Individually
SUBSCRIBED and SWORN to before me
this 9th day of December, 1987.
[SEAL]
Notary Public-State of Nevada
COUNTY OF XXXXX
XXXXXXX XXXX
My Appointment Expires
July 30, 1991
/s/ XXXXXXX XXXX
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NOTARY PUBLIC in and for said
COUNTY and STATE
/s/ XXXXXXX X. XXXXX
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XXXXX EXPLORATION CORPORATION,
a Nevada Corporation (President)
SUBSCRIBED and SWORN to before me
this 9th day of December, 1987.
[SEAL]
Notary Public-State of Nevada
COUNTY OF XXXXX
XXXXXXX XXXX
My Appointment Expires
July 30, 1991
/s/ XXXXXXX XXXX
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NOTARY PUBLIC in and for said
COUNTY and STATE
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/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX AND
ASSOCIATES
SUBSCRIBED and SWORN to before me
this 9th day of December, 1987.
/s/ XXXXXXX XXXX
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NOTARY PUBLIC in and for said
COUNTY and STATE
/s/ XXXX XXXXX
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NEVADA MANHATTAN MINING
INCORPORATED
XXXX XXXXX VP
SUBSCRIBED and SWORN to before me
this 9th day of December, 1987.
/s/ XXXXXXX XXXX
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NOTARY PUBLIC in and for said
COUNTY and STATE
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