EXHIBIT 10.1
Assignment of Lease and Purchase Option
between the Company and Xxxxx Xxxxxxxxx dated March
22, 1998
ASSIGNMENT OF LEASE AND PURCHASE OPTION
1. PARTIES. This Assignment is made as of March 22, 1998, between Xxxxx
Xxxxxxxxx (the "Assignor"), and Rimpac Resources Ltd., a Nevada corporation,
with principal offices at 00000 Xxxxxx XX, Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx
00000 (the "Assignee").
2. EXPLORATION PERMIT. Assignor has been issued a Mineral Exploration Permit
dated September 17, 1997 (the "Permit") by the State Land Department of the
State of Arizona (the "State"). A true and complete copy of the Permit is
attached as Exhibit A.
3. ASSIGNMENT AND ASSUMPTION.
a. ASSIGNMENT BY ASSIGNOR. Assignor assigns and transfers to Assignee
all of Assignor's rights and interest in the Permit and the land
described in the Permit. This Assignment is effective as of March 22,
1998 (the "Effective Date").
b. ASSUMPTION BY ASSIGNEE. Assignee assumes, as of the Effective Date,
all of the terms and obligations of the Permit that are imposed on
Assignor, and agrees to be bound by the provisions of the Permit as if
Assignee were a party to the Permit. Assignee will indemnify and hold
Assignor harmless against any claims or damages (including reasonable
attorneys' fees) arising out of Assignee's default in performing the
terms of the Permit for the period on or after the Effective Date.
c. CONSIDERATION. In consideration for the transfer and assignment of
the Assignor's rights and interest in the Permit, Assignee agrees to:
1. Assume such terms and obligations of the Permit
imposed on Assignor; and
2. Issue five hundred thousand shares of the Assignee's
Common Stock (the "Shares") to Assignor.
Unless otherwise agreed or extended, Assignee shall issue the Shares no
later than the Effective Date.
4. ASSIGNOR'S REPRESENTATIONS.
a. FULL FORCE. Assignor represents and warrants that the Permit is in
full force and effect, and that, to Assignor's best knowledge, no
default is outstanding on either Assignor's or the State's part under
the Permit.
b. NO ENCUMBRANCES. Assignor represents and warrants that neither
Assignor's interest in the Permit nor the land described in the Permit
have been encumbered by Assignor or any prior tenant. In addition,
Assignor has the authority to assign the Permit, subject to Paragraph
12 of the Permit, and has not previously assigned or agreed to assign
the Permit.
c. NO AMENDMENTS. Assignor represents and warrants that the Permit will
not be amended in any manner after the date of this Assignment.
d. TRUTH AT CLOSING. All of Assignor's representations and warranties
contained in this Paragraph 4 or otherwise contained in this Assignment
must be true as of the Effective Date. This condition is an express
condition to Assignee's obligations under this Assignment.
5. STATE'S CONSENT. The State's consent is required for the assignment of the
Permit, as stated in Paragraph 12 of the Permit. In the event the State
withholds its consent to the assignment of the Permit, this Assignment shall be
void and all parties hereto shall return any and all property received hereunder
to the party from which the property was received.
6. ASSIGNOR'S OBLIGATIONS.
a. VACANT PREMISES. Xxxxxxxx agrees to deliver to Assignee actual
possession of the land described in the Permit on the Effective Date.
The land will be delivered vacant.
b. FURTHER INSTRUMENTS. Assignor will execute and deliver to Assignee
any further instruments and do such further acts as are necessary to
effectuate this Assignment, within reasonable request.
c. INDEMNIFICATION. Assignor will indemnify and hold Assignee harmless
against any claims or damages (including reasonable attorneys' fees)
arising out of Assignor's default in performing the terms of the Permit
for the period prior to the Effective Date.
7. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Nevada.
8. MODIFICATION. This Agreement shall only be modified by a writing signed by
all parties hereto.
ASSIGNOR:
/s/XXXXX XXXXXXXXX
-----------------------------------
Xxxxx Xxxxxxxxx
ASSIGNEE:
RIMPAC RESOURCES LTD.
By: /s/XXXXX XXXXXXXXX
Xxxxx Xxxxxxxxx
President
K:\FMM\RIMPAC\ASSIGN.AGT
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