December 2, 2003 Spokane, Washington 99216 Attn: N. A. Degerstrom Dear Sirs: Settlement Agreement We refer to the following agreements: (the Asset Agreement); (the Operating Agreement); (the Existing Lock-up Agreement). The parties acknowledge that:Settlement Agreement • January 20th, 2004 • N a Degerstrom Inc • Miscellaneous metal ores • Washington
The purpose of this letter agreement is to set forth the agreement reached by the parties to terminate the Operating Agreement and the Existing Lock-up Agreement, and to terminate certain provisions of and assign certain benefits under the Asset Agreement.
TERMINATION AGREEMENTTermination Agreement • January 20th, 2004 • N a Degerstrom Inc • Miscellaneous metal ores • Washington
WHEREAS pursuant to an asset and share acquisition agreement dated March 8, 1995 among N.A. Degerstrom, Inc. (“NAD”), Minera Andes S.A. (“MASA”), Minera Andes Inc. (“MAI”), NAD S.A. (“NADSA”), Brian Gavin, Jorge Vargas, Enrique Rufino Marzari Elizalde to MACI (the “Asset Agreement”) NAD was granted a right of first refusal (“ROFR”) to bid on any development and production on the properties covered by the Asset Agreement;
ASSIGNMENT AGREEMENTAssignment Agreement • January 20th, 2004 • N a Degerstrom Inc • Miscellaneous metal ores • Washington
MINERA ANDES (CAYMAN) INC., a company incorporated under the laws of Cayman Islands and having its registered office at Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman, Cayman Islands
CANCELLATION AGREEMENTCancellation Agreement • January 20th, 2004 • N a Degerstrom Inc • Miscellaneous metal ores • Washington
WHEREAS pursuant to an asset and share acquisition agreement dated March 8, 1995 among N.A. Degerstrom, Inc. (“NAD”), Minera Andes S.A. (“MASA”), Minera Andes Inc. (“MAI”), NAD S.A. (“NADSA”), Brian Gavin, Jorge Vargas, Enrique Rufino Marzari Elizalde to MACI (the “Asset Agreement”) NAD was granted a Bonus, as defined in the Asset Agreement;
