0001085037-02-000439 Sample Contracts

FAIRCHILD INTERNATIONAL CORPORATION 595 Hornby Street, Suite 603 Vancouver, British Columbia V6C 1A4 Canada 604-646-5614 May 28, 2002
Fairchild International Corp • August 19th, 2002 • Mining & quarrying of nonmetallic minerals (no fuels)

This letter outlines our agreement pertaining to the Termination of License And Research & Development Agreement Dated the 28th day of February, 2001 (the "Termination Agreement") and the amendment to the Termination Agreement dated January 15, 2002 (the "First Amendment").

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PARTICIPATION AGREEMENT
Participation Agreement • August 19th, 2002 • Fairchild International Corp • Mining & quarrying of nonmetallic minerals (no fuels)

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

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