0001137171-05-001005 Sample Contracts

SALE AND ASSIGNMENT AGREEMENT
Sale and Assignment Agreement • July 5th, 2005 • Quest Capital Corp • Gold and silver ores • British Columbia

Pursuant to agreements of even date and the Organization Agreement (as hereinafter defined), Alexco has agreed to concurrently acquire both the interest of Asset Liability Management Group ULC ("ALM") in certain assets (the "ALM Assets") and the interest of NovaGold Canada Inc. ("NovaGold") in all the issued and outstanding common shares in the capital of 650399 B.C. Ltd. ("Spectrumsub"), being 14,000,000 common shares (the "Spectrumsub Shares"), and to complete a private placement financing of not less than $2,500,000.

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