STOCK
      PURCHASE AGREEMENT

    


    dated
      

    


    March
      9,
      2006


    


    between

     

    SAMSON
      INVESTMENT COMPANY

     

    and


    


    GENERAL
      ELECTRIC COMPANY

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STOCK
      PURCHASE AGREEMENT

    


    


    AGREEMENT
      dated March 9, 2006, between GENERAL ELECTRIC COMPANY, a New York corporation
      ("Seller"), and SAMSON INVESTMENT COMPANY, a Nevada corporation, and or its
      permitted assigns ("Buyer")

    


    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      Seller is the owner of 20,000 shares (the "Shares") of common stock, $10 par
      value (the "Common Stock"), of SPRINGER MINING COMPANY, a Nevada corporation
      (the "Company"), constituting one hundred (100%) percent of the issued and
      outstanding capital stock of the Company;

    


    WHEREAS,
      Buyer desires to purchase the Shares from Seller, and Seller desires to sell
      the
      Shares to Buyer, upon the terms and subject to the conditions hereinafter set
      forth;

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    


    ARTICLE
      I

    DEFINITIONS

    


    1.01.
      Definitions.
      (a) The
      following terms, as used herein, have the following meanings:

    


    "Affiliate"
      means, with respect to any Person, any Person directly or indirectly
      controlling, controlled by, or under common control with such other Person;
      provided
      that the
      Company shall not be considered an Affiliate of Seller. 

    


    “Assets”
      means the assets of the Company, which for purposes of clarification are those
      assets located on the Property (as defined below).

    


    "Balance
      Sheet" means the consolidated balance sheet of the Company as of December 31,
      2005. .

    


    "Balance
      Sheet Date" means December 31, 2005.

    


    "Base
      Stockholder's Equity" means $200,000.

    


    "CERCLA"
      means the Comprehensive Environmental Responses, Compensation and Liability
      Act
      of 1980, as amended.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Closing
      Balance Sheet" means a consolidated balance sheet of the Company as at the
      close
      of business on the Closing Date, together with the notes thereto.

    


    "Closing
      Date" means the date of the Closing.

     

    "Environmental
      Laws" means federal, state and local laws and regulations, judgments, orders
      and
      permits governing safety and health and the protection of the environment,
      including, but not limited to, the Comprehensive Environmental Response,
      Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended (CERCLA),
      the
      Resource Conservation and Recovery Act, as amended 42 U.S.C. 6901 et seq.,
      the
      Clean Water Act, 33 U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401
      et
      seq., the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and the Safe
      Drinking Water Act, 42 U.S.C. 300f through 300j. 

    


    "Hazardous
      Substances" means any substance which is toxic, ignitable, reactive, or
      corrosive or which otherwise is regulated by or under “Environmental Laws, and
      includes any and all materials or substances that are defined as “hazardous
      waste”, “extremely hazardous waste” or a “hazardous substance” pursuant to
      state, federal or local law, and includes asbestos, polychlorinated biphenyls
      (“PCBs”), petroleum products.

    


    "Lien"
      means, with respect to any asset, any mortgage, lien, pledge, charge, security
      interest or encumbrance of any kind in respect of such asset.

    


    "Material
      Adverse Change" means a material adverse change in the business, assets,
      condition (financial or otherwise), result of operations of the
      Company.

    


    "Material
      Adverse Effect" means a material adverse effect on the condition (financial
      or
      otherwise), business, assets, results or operations of the Company.

    


    "1934
      Act" means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Property”
      means all real property listed in Exhibit A to this Agreement.

     

    "Person"
      means an individual, a corporation, a partnership, an association, a trust
      or
      other entity or organization, including a government or political subdivision
      or
      an agency or instrumentality thereof.

    


    “Reclamation
      Plan” means the work set forth in the JBR Environmental Consultant’s report
      attached hereto as Exhibit B

    


    "Subsidiary"
      means any entity of which securities or other ownership interests having
      ordinary voting power to elect a majority of the board of directors or other
      persons performing similar functions are owned directly or indirectly by the
      Company.

    


    


    
      
        
        

      

      
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    ARTICLE
      II

    


    PURCHASE
      AND SALE

    


    2.01.
      Purchase
      and Sale.
      Upon the
      terms and subject to the conditions of this Agreement, Seller agrees to sell
      to
      Buyer, and Buyer agrees to purchase from Seller, the Shares at the Closing.
      The
      price for the Shares (the "Purchase Price") is Three Million Dollars
      ($3,000,000.00) in readily available funds.. The Purchase Price shall be paid
      as
      provided in Section 2.02.

    


    2.02.
      Closing.
      The
      closing (the "Closing") of the purchase and sale of the Shares hereunder shall
      take place at the offices of the Samson Investment Company, or such other place
      as agreed to by the parties, as soon as possible, but in no event later than
      March 31, 2006, or at such other time or place as Buyer and Seller may agree.
      At
      the Closing,

    


    (a)
      Buyer
      shall deliver to Seller 

    


    (i)
      a
      certified or official bank check payable to the order of Seller, or wire
      transfer to the Sellers account, in the amount of $ 3,000,000.00 in immediately
      available funds;

    


    (ii)
      a
      performance bond in a form acceptable to Seller in the amount of seven hundred
      and fifty thousand ($750,000) dollars, or such other adjusted amount as provided
      for pursuant to paragraph 9.08 of this Agreement, to guarantee the reclamation
      obligations of the Buyer pursuant to this Agreement.

    


    (b)
      Seller shall deliver to Buyer

    


    (i)
      certificates for the Shares duly endorsed or accompanied by stock powers duly
      endorsed in blank. 

    


    (ii)
      independently audited financial statements for the Company, performed by KPMG
      LLP, for the period January 2003 through December 2005. 

    


    
      
        
        

      

      
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    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Seller
      hereby represents and warrants to Buyer that:

    


    3.01.
      Corporate
      Existence and Power.
      Each of
      Seller and the Company is a corporation duly incorporated, validly existing
      and
      in good standing under the laws of its jurisdiction of incorporation, and has
      all corporate powers and all material governmental licenses, authorizations,
      consents and approvals required to carry on its business as now conducted.
      The
      Company is duly qualified and is in good standing in the State of Nevada. Seller
      has heretofore delivered to Buyer true and complete copies of the certificate
      of
      incorporation and bylaws of Seller and the Company as currently in
      effect.

    


    3.02.
      Corporate
      Authorization.
      The
      execution, delivery and performance by Seller of this Agreement and the
      consummation by Seller of the transactions contemplated hereby are within
      Seller's corporate powers and have been duly authorized by all necessary
      corporate action on the part of Seller. This Agreement constitutes a valid
      and
      binding agreement of Seller.

    


    3.03.
      Governmental
      Authorization; Consents.
      (a) The
      execution, delivery and performance by Seller of this Agreement requires no
      action by or in respect of, or filing with, any governmental body, agency,
      official or authority.

    


    (b)
      No
      consent, approval, waiver or other action by any Person (other than any
      governmental body, agency, official or authority referred to in (a) above under
      any contract, agreement, indenture, lease, instrument or other document to
      which
      Seller or the Company is a party or by which any of them is bound) is required
      or necessary for the execution, delivery and performance of this Agreement
      by
      Seller or the consummation of the transactions contemplated hereby.

    


    3.04.
      Non-Contravention.
      The
      execution, delivery and performance by Seller of this Agreement do not and
      will
      not (i) contravene or conflict with the certificate of incorporation or bylaws
      of Seller or the Company, (ii) assuming compliance with the matters referred
      to
      in Section 3.03(a), contravene or conflict with or constitute a violation of
      any
      provision of any law, regulation, judgment, injunction, order or decree binding
      upon or applicable to Seller or the Company; (iii) constitute a default under
      or
      give rise to any right of termination, cancellation or acceleration of any
      right
      or obligation of the Company or to a loss of any benefit to which Seller or
      the
      Company is entitled under any provision of any agreement, contract or other
      instrument binding upon Seller, the Company or any license, franchise, permit
      or
      other similar authorization held by Seller, the Company or (iv) result in the
      creation or imposition of any Lien on any asset of Seller, the
      Company.

    


    
      
        
        

      

      
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    3.05.
      Capitalization.
      The
      authorized capital stock of the Company consists of 20,000 shares of common
      stock. There are no outstanding obligations of the Company to issue or deliver
      or to repurchase, redeem or otherwise acquire any Company Securities. Seller
      is
      and will be at the Closing the record and beneficial owner of the Shares, free
      and clear of any Lien whatsoever, and will transfer and deliver to Buyer at
      the
      Closing valid title to the Shares free and clear of any Lien.

    


    3.06.
      Subsidiaries.
      There
      are no Subsidiaries. 

    


    3.07.
      Financial
      Statements.
      The
      financial statements of the Company previously delivered to Buyer and attached
      hereto as Exhibit C fairly present, in conformity with generally accepted
      accounting principles applied on a consistent basis (except as may be indicated
      in the notes thereto), the consolidated financial position of the Company as
      of
      the dates thereof and their consolidated results of operations and cash flows
      for the period 2001 through 2005.

    


    3.08.
      Absence
      of Certain Changes.
      Since
      the Balance Sheet Date, the Company has conducted its businesses in the ordinary
      course consistent with past practices and there has not been:

    


    (a) any
      Material Adverse Change;

    


    (b) any
      declaration, setting aside or payment of any dividend or other distribution
      with
      respect to any shares of capital stock of the Company, or any repurchase,
      redemption or other acquisition by the Company of any outstanding shares of
      capital stock or other securities of, or other ownership interests in, the
      Company;

    


    (c) any
      amendment of any material term of any outstanding security of the
      Company;

    


    (d) any
      incurrence, assumption or guarantee by the Company of any indebtedness for
      borrowed money;

    


    (e) any
      creation or assumption by the Company of any Lien on any material asset other
      than in the ordinary course of business consistent with past
      practices;

    


    (f) any
      making of any loan, advance or capital contributions to or investment in any
      Person;

    


    (g) any
      damage, destruction or other casualty loss (whether or not covered by insurance)
      affecting the business or assets of the Company which, individually or in the
      aggregate, has had or would reasonably be expected to have a Material Adverse
      Effect;

    


    
      
        
        

      

      
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    (h) any
      transaction or commitment made, or any contract or agreement entered into,
      by
      the Company relating to its assets or business (including the acquisition or
      disposition of any assets) or any relinquishment by the Company of any contract
      or other right, in either case, material to the Company taken as a whole, other
      than transactions and commitments in the ordinary course of business consistent
      with past practices and those contemplated by this Agreement;

    


    3.09.
      Assets. 

    


    (a)
      The
      Company has good and marketable title to, or in the case of leased property
      have
      valid leasehold interests in the Assets (whether real
      or
      personal, tangible or intangible) , except for the Assets sold after the date
      of
      this Agreement in the ordinary course of business consistent with past
      practices. None of the Assets is subject to any Liens, except:

    


    (i) Liens
      disclosed on the Balance Sheet;

    


    (ii) Liens
      for
      taxes not yet due or being contested in good faith (and for which adequate
      accruals or reserves have been established on the Balance Sheet);
      or

    


    (iii)
       Liens
      which do not materially detract from the value of such property or assets as
      now
      used, or materially interfere with any present or intended use of such property
      of assets.

    


    (b)
      There
      are no developments affecting any the Assets pending or, to the knowledge of
      Seller threatened, which might materially detract from the value of such
      property of assets, materially interfere with any present or intended use of
      any
      such property or assets or materially adversely affect the marketability of
      such
      properties or assets.

    


    (c)
      Any
      use by the Company notwithstanding, the Company has no right or interest in
      any
      trademark, trade name, invention, patent, patent application, trade secret,
      know
      how, copy right, copyright registration, or any other kind of proprietary
      intellectual property right that is owned, licensed, used or held for use by
      Seller. 

    


    3.10.
      No
      Undisclosed Material Liabilities.
      There
      are no liabilities of the Company of any kind whatsoever, whether accrued,
      contingent, absolute, determined, determinable or otherwise, and there is no
      existing condition, situation or set of circumstances which could reasonably
      be
      expected to result in such a liability, other than:

    


    (i) liabilities
      disclosed or provided for in the Balance Sheet; and

    


    
      
        
        

      

      
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    (ii) liabilities
      incurred in the ordinary course of business consistent with past practice since
      the Balance Sheet Date, which in the aggregate are not material to the Company,
      taken as a whole.

    


    (iii)
      liabilities
      for environmental and reclamation obligations of the Company.

    


    3.11.
      Litigation.
      There is
      no action, suit, investigation or proceeding (or any basis therefor) pending
      against, or to the knowledge of Seller threatened against or affecting, Seller,
      the Company or any of their respective properties before any court or arbitrator
      or any governmental body, agency, official or authority which, if determined
      or
      resolved adversely to the Company in accordance with the plaintiff's demands,
      would reasonably be expected to have a Material Adverse Effect or which in
      any
      manner challenges or seeks to prevent, enjoin, alter or materially delay the
      transactions contemplated hereby.

    


    3.12.
      Material
      Contracts.
      (a)
      Except for agreements, contracts, plans, leases, arrangements or commitments
      disclosed in any Schedule to this Agreement, the Company is not a party to
      or
      subject to:

    


    (i) any
      lease
      providing for annual rentals of $100,000 or more;

    


    (ii) any
      contract for the purchase of materials, supplies, goods, services, equipment
      or
      other assets providing for annual payments by the Company of $100,000 or
      more;

    


    
      	 	 	
              (iii)
                any sales, distribution or other similar agreement providing for
                the sale
                by the Company of materials, supplies, goods, services, equipment
                or other
                assets that provides for annual payments to the Company of $100,000
                or
                more;

            


    

    
      	 	 	
              (iv)
                any partnership, joint venture or other similar contract arrangement
                or
                agreement;

            


    

    


    
      	 	 	
              (v)
                any contract relating to indebtedness for borrowed money or the deferred
                purchase price of property (whether incurred, assumed, guaranteed
                or
                secured by any asset), except contracts relating to indebtedness
                incurred
                in the ordinary course of business in an amount not exceeding
                $100,000;

            


    

    


    
      	 	 	
              (vi)
                any license agreement, franchise agreement or agreement in respect
                of
                similar rights granted to or held by the
                Company;

            


    

    


    
      	 	 	
              (vii)
                any agency, dealer, sales representative or other similar
                agreement;

            


    

    


    
      	 	 	
              (viii)
                any contract or other document that substantially limits the freedom
                of
                the Company to compete in any line of business or with any Person
                or in
                any area or which would so limit the freedom of the Company after
                the
                Closing Date; or

            


    

    


    
      	 	 	
              (ix)
                any other contract or commitment not made in the ordinary course
                of
                business that is material to the Company taken as a
                whole.

            


    

    


    
      
        
        

      

      
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    (b)
      Each
      agreement, contract, plan, lease, arrangement and commitment disclosed in any
      Schedule to this Agreement or required to be disclosed pursuant to Section
      3.12(a) is a valid and binding agreement of the Company and is in full force
      and
      effect, and the Company, to the knowledge of Seller, or any other party thereto
      is in default in any material respect under the terms of any such agreement,
      contract, plan, lease, arrangement or commitment.

    


    3.13.
      [INTENTIONALLY DELETED]

    


    3.14.
      Compliance
      with Laws; No Defaults.
      Except
      for Environmental Laws, compliance with which Seller makes no representation
      or
      warranty, express or implied, the Company is not in violation of, any applicable
      provisions of any laws, statutes, ordinances or regulations except for
      violations that have not had and would not reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect.

    


    (b)
      The
      Company is not in default under, and no condition exists that with notice or
      lapse of time or both would constitute a default under, (i) any mortgage, loan
      agreement, indenture or evidence of indebtedness for borrowed money to which
      the
      Company is a party or by which the Company or any material amount of their
      assets is bound or (ii) any judgment, order or injunction of any court,
      arbitrator or governmental body, agency, official or authority which defaults
      or
      potential defaults individually or in the aggregate would reasonably be expected
      to have a Material Adverse Effect.

    


    3.15.
      [INTENTIONALLY DELETED]

    


    3.16.
      [INTENTIONALLY DELETED]

    


    3.17.
      Employees.
      There
      are no employees of the Company.

    


    3.18.
      [INTENTIONALLY DELETED] 

    


    3.19.
      [INTENTIONALLY
      DELETED]

    


    3.20
      [INTENTIONALLY DELETED] 

    


    3.21
      [INTENTIONALLY DELETED]

    


    3.22.
      Representations.
      The
      representations and warranties of Seller contained in this Agreement,
      disregarding all qualifications and exceptions contained therein relating to
      materiality or Material Adverse Effect, are true and correct with only such
      exceptions as would not in the aggregate reasonably be expected to have a
      Material Adverse Effect. These representations shall survive for twelve (12)
      months following the Closing Date.

    


    
      
        
        

      

      
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    ARTICLE
      IV

    


    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      hereby represents and warrants to Seller that:

    


    4.01.
      Organization
      and Existence.
      Buyer is
      a corporation duly incorporated, validly existing and in good standing under
      the
      laws of Nevada and has all corporate powers and all material governmental
      licenses, authorizations, consents and approvals required to carry on its
      business as now conducted.

    


    4.02.
      Corporate
      Authorization.
      The
      execution, delivery and performance by Buyer of this Agreement and the
      consummation by Buyer of the transactions contemplated hereby are within the
      corporate powers of Buyer and have been duly authorized by all necessary
      corporate action on the part of Buyer. This Agreement constitutes a valid and
      binding agreement of Buyer. 

    


    4.03.
      Governmental
      Authorization.
      The
      execution, delivery and performance by Buyer of this Agreement require no action
      by or in respect of, or filing with, any governmental body, agency, official
      or
      authority other than compliance with any applicable requirements of the 1934
      Act. 

    


    4.04.
      Non-Contravention.
      The
      execution, delivery and performance by Buyer of this Agreement do not and will
      not (i) contravene or conflict with the certificate of incorporation or bylaws
      of Buyer or (ii) assuming compliance with the matters referred to in Section
      4.03, contravene or conflict with any provision of any law, regulation,
      judgment, injunction, order or decree binding upon Buyer. 

    


    4.05.
      Finders'
      Fees.
      There is
      no investment banker, broker, finder or other intermediary which has been
      retained by or is authorized to act on behalf of Buyer who might be entitled
      to
      any fee or commission from Seller or any of its Affiliates upon consummation
      of
      the transactions contemplated by this Agreement.

    


    4.06.
      Financing.
      Buyer
      has sufficient funds available to purchase the Stock. 

     

    4.08.
      Litigation.
      There is
      no action, suit, investigation or proceeding pending against, or to the
      knowledge of Buyer threatened against or affecting, Buyer before any court
      or
      arbitrator or any governmental body, agency or official which in any matter
      challenges or seeks to prevent, enjoin, alter or materially delay the
      transactions contemplated hereby.

     

    
      
        
        

      

      
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    ARTICLE
      V

    


    COVENANTS
      OF SELLER

    


    Seller
      agrees that:

    


    5.01.
      Conduct
      of the Company.
      From the
      date hereof until the Closing Date, Seller shall cause the Company to conduct
      its businesses in the ordinary course consistent with past practice and to
      use
      their best efforts to preserve intact their business organizations and
      relationships with third parties and to keep available the services of their
      present officers and employees. Without limiting the generality of the
      foregoing, from the date hereof until the Closing Date, Seller will not permit
      the Company to:

    


    (a) adopt
      or
      propose any change in its certificate of incorporation or bylaws;

    


    (b) merge
      or
      consolidate with any other Person or acquire a material amount of assets of
      any
      other Person;

    


    (c) sell,
      lease, license or otherwise dispose of any material assets or property except
      (i) pursuant to existing contracts or commitments and (ii) in the ordinary
      course consistent with past practice; or

    


    (d) agree
      or
      commit to do any of the foregoing.

    Seller
      will not, and will not permit the Company to (i) take or agree or commit to
      take
      any action that would make any representation and warranty of Seller hereunder
      inaccurate in any respect at, or as of any time prior to, the Closing Date
      or
      (ii) omit or agree or commit to omit to take any action necessary to prevent
      any
      such representation or warranty from being inaccurate in any respect at any
      such
      time.

    


    5.02.
      Access
      to Information.
      From the
      date hereof until the Closing Date, Seller (a) will give, and will cause the
      Company to give, Buyer, its counsel, financial advisors, auditors and other
      authorized representatives full access to the offices, properties, books and
      records of the Company and to the books and records of Seller relating to the
      Company, (b) will furnish, and will cause the Company to furnish, to Buyer,
      its
      counsel, financial advisors, auditors and other authorized representatives
      such
      financial and operating data and other information relating to the Company
      as
      such Persons may reasonably request and (c) will instruct the employees, counsel
      and financial advisors of Seller, the Company to cooperate with Buyer in its
      investigation of the Company; provided
      that no
      investigation pursuant to this Section shall affect any representation or
      warranty given by Seller hereunder. 

    


    5.03.
      Notices
      of Certain Events.
      Seller
      shall promptly notify Buyer of:

    


    
      
        
        

      

      
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    (i) any
      notice or other communication from any Person alleging that the consent of
      such
      Person is or may be required in connection with the transactions contemplated
      by
      this Agreement;

    


    
      	 	 	
              (ii)
                any notice or other communication from any governmental or regulatory
                agency or authority in connection with the transactions contemplated
                by
                this Agreement; and

            


    

    


    
      	 	 	
              (iii)
                any actions, suits, claims, investigations or proceedings commenced
                or, to
                its knowledge threatened against, relating to or involving or otherwise
                affecting Seller, the Company that, if pending on the date of this
                Agreement, would have been required to have been disclosed pursuant
                to
                Section 3.11 or that relate to the consummation of the transactions
                contemplated by this Agreement.

            


    

    


    5.04.
      Resignations.
      Seller
      will deliver to Buyer resignations of all officers and directors of the Company
      who will be officers, directors or employees of Seller or any of its Affiliates
      after the Closing Date from their positions with the Company at or prior to
      the
      Closing Date.

    


    


    ARTICLE
      VI

    


    COVENANTS
      OF BUYER

    


    Buyer
      agrees that:

    


    6.01.
      Confidentiality.
      Prior to
      the Closing Date and after any termination of this Agreement, Buyer and its
      Affiliates will hold, and will use their best efforts to cause their respective
      officers, directors, employees, accountants, counsel, consultants, advisors
      and
      agents to hold, in confidence, unless compelled to disclose by judicial or
      administrative process or by other requirements of law, all confidential
      documents and information concerning the Company furnished to Buyer or its
      Affiliates in connection with the transactions contemplated by this Agreement,
      except to the extent that such information can be shown to have been (i)
      previously known on a nonconfidential basis by Buyer, (ii) in the public domain
      through no fault of Buyer or (iii) later lawfully acquired by Buyer from sources
      other than Seller or the Company; provided
      that
      Buyer may disclose such information to its officers, directors, employees,
      accountants, counsel, consultants, advisors and agents in connection with the
      transactions contemplated by this Agreement [and to its lenders in connection
      with obtaining the financing for the transactions contemplated by this
      Agreement] so long as such Persons are informed by Buyer of the confidential
      nature of such information and are directed by Buyer to treat such information
      confidentially. The obligation of Buyer and its Affiliates to hold any such
      information in confidence shall be satisfied if they exercise the same care
      with
      respect to such information as they would take to preserve the confidentiality
      of their own similar information. If this Agreement is terminated, Buyer and
      its
      Affiliates will, and will use their best efforts to cause their respective
      officers, directors, employees, accountants, counsel, consultants, advisors
      and
      agents to, destroy or deliver to Seller, upon request, all documents and other
      materials, and all copies thereof, obtained by Buyer or its Affiliates or on
      their behalf from Seller or the Company in connection with this Agreement that
      are subject to such confidence.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    6.02.
      Access.
      Buyer
      will cause the Company, on and after the Closing Date, to afford promptly to
      Seller and its agents reasonable access to their properties, books, records,
      employees and auditors to the extent necessary to permit Seller to determine
      any
      matter relating to its rights and obligations hereunder or to any period ending
      on or before the Closing Date. Seller will hold, and will use its best efforts
      to cause its officers, directors, employees, accountants, counsel, consultants,
      advisors and agents to hold, in confidence, unless compelled to disclose by
      judicial or administrative process or by other requirements of law, all
      confidential documents and information concerning the Company provided to it
      pursuant to this Section 6.02.

    


    


    ARTICLE
      VII

    


    COVENANTS
      OF BOTH PARTIES

    


    The
      parties hereto agree that:

    


    7.01.
      Best
      Efforts.
      Subject
      to the terms and conditions of this Agreement, each party will use its best
      efforts to take, or cause to be taken, all actions and to do, or cause to be
      done, all things necessary or desirable under applicable laws and regulations
      to
      consummate the transactions contemplated by this Agreement. Seller and Buyer
      each agree, and Seller, prior to the Closing, and Buyer, after the Closing,
      agree to cause the Company, to execute and deliver such other documents,
      certificates, agreements and other writings and to take such other actions
      as
      may be necessary or desirable in order to consummate or implement expeditiously
      the transactions contemplated by this Agreement.

    


    7.02.
      Certain
      Filings.
      Seller
      and Buyer shall cooperate with one another (a) in determining whether any action
      by or in respect of, or filing with, any governmental body, agency, official
      or
      authority is required, or any actions, consents, approvals or waivers are
      required to be obtained from parties to any material contracts, in connection
      with the consummation of the transactions contemplated by this Agreement and
      (b)
      in taking such actions or making any such filings, furnishing information
      required in connection therewith and seeking timely to obtain any such actions,
      consents, approvals or waivers.

    


    7.03.
      Public
      Announcements.
      The
      parties agree to consult with each other before issuing any press release or
      making any public statement with respect to this Agreement or the transactions
      contemplated hereby and, except as may be required by applicable law or any
      listing agreement with any national securities exchange, will not issue any
      such
      press release or make any such public statement prior to such
      consultation.

    


    


    
      
        
        

      

      
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    ARTICLE
      VIII

    


    TAX
      MATTERS

    


    


    All
      issues relating to tax matters are addressed in the Tax Matters Agreement
      attached hereto as Exhibit D and incorporated by reference.

     

     

    ARTICLE
      IX

    


    ENVIRONMENTAL/RECLAMATION

    


    9.01 Existing
      Environmental Reports.
      Buyer
      acknowledges that Seller has provided to Buyer the environmental reports and
      information relating to the Property that are identified and described in
      EXHIBIT E attached hereto ("Environmental Reports"). BUYER
      ACKNOWLEDGES THAT SELLER HAS PROVIDED THE ENVIRONMENTAL REPORTS AS A CONVENIENCE
      TO BUYER AND THAT BUYER IS NOT ENTITLED TO RELY UPON THE ENVIRONMENTAL
      REPORTS.
      It is
      expressly agreed that nothing herein shall be deemed to preclude Buyer from
      making its own environmental assessment of the Assets as provided in subsection
      (b) below. Buyer acknowledges and agrees that the submission of the
      Environmental Reports to Buyer are for informational purposes only and SELLER
      DOES NOT AND SHALL NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO
      THE
      ACCURACY OF THE INFORMATION CONTAINED IN THE ENVIRONMENTAL REPORTS, THE
      COMPLETENESS OF THE REPORTS, OR THE ENVIRONMENTAL OR ANY OTHER CONDITION OF
      THE
      ASSETS OR OF THE COMPANY. Buyer further acknowledges that the Environmental
      Reports disclose that groundwater beneath the Property contain arsenic at levels
      above the Maximum Contaminant Level for arsenic promulgated pursuant to the
      Safe
      Drinking Water Act, 42 U.S.C. 300f through 300i. Buyer shall treat the
      Environmental Reports in a confidential manner and shall not disclose the
      existence or any aspect of the Environmental Reports to any third party without
      the prior written approval of Seller.

    


       9.02 Buyer’s
      Environmental Reports.
      Buyer
      may, at its sole cost and expense, hire qualified environmental consultants
      reasonably acceptable to Seller to make environmental assessments of the Assets.
      Buyer’s right to conduct such an environmental assessment of the Assets is
      conditioned upon the following:

    


    (a) Buyer
      shall, prior to performing or causing to be performed any investigatory or
      other
      work on or to the Assets, submit a plan of the work to Seller or Seller’s
      designated agent or consultant for its approval, which approval shall not be
      unreasonably withheld or delayed.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (b) Buyer
      acknowledges and agrees that the Environmental Reports, and all findings,
      recommendations, opinions and information derived from Buyer’s independent
      environmental assessment of the Assets, shall be deemed “Confidential
      Information” and Buyer shall not disclose any aspect of such Confidential
      Information to any third party without the prior written approval of
      Seller.

     

    (c) Buyer
      shall keep Seller at all times fully advised with respect to said environmental
      assessment of the Assets, and shall, at Seller's request, promptly deliver
      to
      Seller copies of all reports, documents and materials emanating
      therefrom.

     

    (d) Where
      the
      assessment involves inspection, sampling and testing activities on the Property,
      Seller and Seller’s designated agent or consultant shall have the right to be
      present at all environmental assessment activities, to review all the assessment
      activities and to obtain split samples (at Seller’s sole cost and expense), and
      to that end Buyer shall give Seller and Seller’s designated agent or consultant
      adequate prior notice of each and every aspect of such activities. 

     

    (e)
       Unless
      advised otherwise, all approvals and notifications with respect to subparagraphs
      (a), (b), (c) and (d) above shall be submitted to, obtained from or coordinated
      with Seller.

    


       9.03 Restrictive
      Covenants.
      Buyer
      hereby acknowledges and agrees that prior to Closing the Company will file
      a
      deed imposing certain restrictive covenants on the Property to be perpetual,
      to
      run with the land, and to be binding upon Buyer, its representatives, employees,
      contractors, tenants, licensees, invitees, successors and/or assigns
      (collectively "Current Owner"), such restrictive covenants to consist of the
      following (hereinafter referred to as “Restrictions”).

     

    (a) Limits
      on Use: 
      The
      Property and any buildings and other improvements to be erected thereon shall
      be
      used solely for mining, commercial, industrial, warehouse and retail and
      wholesale sales only and for no other purpose whatsoever, notwithstanding that
      other uses may be permitted by the applicable zoning or other ordinances now
      or
      in the future affecting the Property, furthermore, notwithstanding any of the
      foregoing and even though such may constitute a “commercial” or other permitted
      use, in no event shall the Property be used for any residential purposes,
      childcare center, playgrounds, parks or other outdoor recreational activities,
      school, elder care facility, nursing home or hospital.

     

    (b) No
      part
      of the groundwater shall be used as a source of drinking water for human
      consumption.

    


    (c) Remedies
      for Violation of the Restrictions:
      If a
      Current Owner breaches or violates any Restrictions, then Seller or its designee
      shall have the right to obtain injunctive relief to ensure compliance by the
      Current Owner with these Restrictions and to pursue all other remedies which
      may
      be available to Seller or its designee at law and in equity, including, but
      not
      limited to specific performance and/or and action for money damages. In
      addition, the Current Owner shall be liable for all attorney’s fees, consultant
      fees and all other reasonable costs and expenses incurred by Seller or its
      designee in enforcing these Restrictions.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    9.04 Buyer’s
      Release and Covenant Not To Sue.
      AS AN
      INDUCEMENT TO, AND AS FURTHER CONSIDERATION FOR, SELLER AGREEING TO SELL THE
      SHARES TO BUYER UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
      BUYER
      COVENANTS AND AGREES THAT, UPON THE CLOSING, BUYER SHALL FOREVER RELEASE SELLER
      AND COVENANT NOT TO SUE SELLER WITH RESPECT TO ANYTHING ARISING OUT OF THE
      ENVIRONMENTAL OR ANY OTHER CONDITION OF THE THE ASSETS, INCLUDING CONDITIONS
      CONSTITUTING A VIOLATION OF ENVIRONMENTAL LAWS, OR THE PRESENCE OF HAZARDOUS
      SUBSTANCES IN, ON, UNDER, OR EMANATING FROM OR ONTO THE ASSETS, REGARDLESS
      OF
      WHETHER SUCH ENVIRONMENTAL CONDITIONS OR THE PRESENCE OF HAZARDOUS SUBSTANCES
      IS
      KNOWN OR UNKNOWN BY BUYER AND REGARDLESS OF WHETHER SUCH CONDITION IS SET FORTH
      IN THE ENVIRONMENTAL REPORTS, OR BUYER’S OWN ENVIRONMENTAL REPORTS. THE
      FOREGOING RELEASE AND COVENANT NOT TO SUE SHALL APPLY TO ALL CLAIMS AT LAW
      OR IN
      EQUITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS OR CAUSES OF ACTION FOR PERSONAL
      INJURY OR DEATH, PROPERTY DAMAGE, STATUTORY CLAIMS UNDER ENVIRONMENTAL LAWS
      AND
      CLAIMS FOR CONTRIBUTION. 

    


    9.05 Buyer’s
      Indemnity.
      BUYER
      COVENANTS AND AGREES TO INDEMNIFY, DEFEND, AND HOLD SELLER AND ITS OFFICERS,
      EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, JUDGMENTS,
      DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT
      OF CLAIMS), OR OTHER LOSSES, INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES,
      COURT COSTS AND LITIGATION EXPENSES, IN CONNECTION WITH THE PRESENCE OR
      SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE GROUND OR ANY
      BUILDING, STRUCTURE, OR PAVED SURFACE, OR IN ANY ENVIRONMENTAL MEDIUM, INCLUDING
      BUT NOT LIMITED TO, THE SOIL, GROUNDWATER, OR SOIL VAPOR ON OR UNDER, OR
      EMANATING FROM ANY OF THE ASSETS , FOR ANY VIOLATION OF ENVIRONMENTAL LAWS
      OR
      FOR ANY LIABILITY FOR THE COMPANY’S DISPOSAL OR ARRANGING FOR DISPOSAL OF A
      HAZARDOUS SUBSTANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THIS
      INDEMNIFICATION SHALL SPECIFICALLY COVER COSTS INCURRED IN CONNECTION WITH
      ANY
      CLAIM FOR PERSONAL INJURY AND/OR DEATH, PROPERTY DAMAGE, INVESTIGATION OF SITE
      CONDITIONS OR ANY CLEAN-UP, REMEDIAL, REMOVAL, OR RESTORATION WORK REQUIRED
      BY
      ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE
      OF THE PRESENCE OR SUSPECTED PRESENCE OF HAZARDOUS SUBSTANCES, IN, ON OR UNDER
      THE GROUND OR ANY ENVIRONMENTAL MEDIUM, BUILDING, STRUCTURE, OR PAVED SURFACE
      OR
      EMANATING THEREFROM RELATED TO THE ASSETS, FOR ANY VIOLATION OF ENVIRONMENTAL
      LAWS BY THE COMPANY, OR FROM A RELEASE OR THREATENED RELEASE OF A HAZARDOUS
      SUBSTANCE DISPOSED OF BY THE COMPANY OR WHICH THE COMPANY ARRANGED FOR DISPOSAL.
      THE RELEASE, COVENANT NOT SUE AND INDEMNIFICATIONS SET FORTH HEREIN SHALL BECOME
      EFFECTIVE AND ENFORCEABLE AUTOMATICALLY UPON CLOSING OF TITLE TO THE SHARES,
      AND
      BUYER SHALL BE BOUND BY THEM, REGARDLESS OF WHETHER OR NOT BUYER EXECUTES ANY
      SEPARATE INSTRUMENT AT THE TIME OF CLOSING. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    9.06 Survival.
      The
      provisions and obligations of this Article IX shall survive the closing of
      title. However, the parties agree to execute and exchange at the time of closing
      such further documentation of the agreements herein contained as either party
      reasonably requests, including, but not limited to, an agreement whereby Buyer
      shall reaffirm the release, covenant not to sue and indemnifications regarding
      environmental matters set forth above.

    


    9.07 Reclamation.
      Buyer
      acknowledges and agrees that it has received Reclamation Plan. Buyer Further
      agrees that within eighteen (18) months of the Closing Date the Buyer shall
      have
      completed the work contemplated in the Reclamation Plan in a manner that is
      acceptable to Seller. In the event that Buyer fails to meet its obligations
      pursuant to this paragraph, Seller shall have the right but not the obligation
      to perform the reclamation contemplated in the Reclamation Plan and that Buyer
      shall be liable for all cost incurred by Seller in the reclamation of the
      Property.

    


    9.08 Performance
      Bond: Buyer agrees to secure a performance bond in a form acceptable to Seller
      to guarantee performance of all work contemplated under the Reclamation Plan.
      Such bond shall be in an amount not less than $750,000. In the event of a
      default by Buyer pursuant to subparagraph 9.07 above; Seller shall have the
      right to draw on the performance bond to perform the reclamation work
      contemplated in the Reclamation Plan. 

    


    9.09 Adjustments
      to the Performance Bond:
      Buyer
      and Seller agree to adjust the amount of the performance bond contemplated
      in
      subparagraph 9.08 to an amount equal to the estimate provided by Precision
      Engineering and JBR Environmental Consultants, Inc. plus an additional twenty
      (20) percent. Upon completion of all work contemplated under the Reclamation
      Plan and certification by JBR that such work has been completed, Buyer’s bonding
      obligation pursuant to subparagraph 9.08 shall be terminated.  

    


    9.10 Buyers
      Termination Rights for Environmental Issues:
      Seller
      acknowledges and agrees that Buyer shall at its own expense engage and
      environmental consultant to perform a Phase I study on the Property. In the
      event that Buyers Phase I study discovers an environmental condition on the
      Property that is unacceptable to Buyer, then Buyer shall have the option to
      terminate this Agreement with no further obligations to either Buyer or Seller
      provided that Buyer provide written notification of its intent to terminate
      the
      Agreement on or prior to March 24, 2006. 

    


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    ARTICLE
      X

    


    CONDITIONS
      TO CLOSING

    


    


    10.01.
      Conditions
      to the Obligations of Each.
      The
      obligations of Buyer and Seller to consummate the Closing are subject to the
      satisfaction of the following conditions:

    


     

    (a) No
      provision of any applicable law or regulation and no judgment, injunction,
      order
      or decree shall prohibit the consummation of the Closing.

    


    (b)
      All
      actions by or in respect of or filings with any governmental body, agency,
      official or authority required to permit the consummation of the Closing
      including, shall have been obtained.

    


    10.02.
      Conditions
      to Obligation of Buyer.
      The
      obligation of Buyer to consummate the Closing is subject to the satisfaction
      of
      the following further conditions:

    


    (a)(i)
      Seller shall have performed in all material respects all of its obligations
      hereunder required to be performed by it on or prior to the Closing Date, (ii)
      the representations and warranties of Seller contained in this Agreement and
      in
      any certificate or other writing delivered by Seller pursuant hereto,
      disregarding all qualifications and exceptions contained therein relating to
      materiality or Material Adverse Effect, shall be true at and as of the Closing
      Date, as if made at and as of such date with only such exceptions as would
      not
      in the aggregate reasonably be expected to have a Material Adverse Effect and
      (iii) Buyer shall have received a certificate signed by the Vice President
      of
      Seller to the foregoing effect.

    


    (b) No
      court,
      arbitrator or governmental body, agency or official shall have issued any order,
      and there shall not be any statute, rule or regulation, restraining the
      effective operation by Buyer of the business of the Company after the Closing
      Date, and no proceeding challenging this Agreement or the transactions
      contemplated hereby or seeking to prohibit, alter, prevent or materially delay
      the Closing shall have been instituted by any Person before any court,
      arbitrator or governmental body, agency or official and be pending.

     

    (c) Execution
      and delivery of other relevant agreements, including non-compete, employment
      agreements, trademark or software licenses, leases, supply, service or
      administrative agreements or other transition agreements.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (d) Seller
      shall have received all consents, authorizations or approvals from the
      governmental agencies referred to in Section 3.03(a), in each case in form
      and
      substance reasonably satisfactory to Buyer, and no such consent, authorization
      or approval shall have been revoked. 

    


    (e) Buyer
      shall have received all documents it may reasonably request relating to the
      existence of Seller, the Company and the authority of Seller for this Agreement,
      all in form and substance reasonably satisfactory to Buyer.

    


    10.03.
      Conditions
      to Obligation of Seller.
      The
      obligation of Seller to consummate the Closing is subject to the satisfaction
      of
      the following further conditions:

    


    (a)(i)
      Buyer shall have performed in all material respects all of its obligations
      hereunder required to be performed by it at or prior to the Closing Date, (ii)
      the representations and warranties of Buyer contained in this Agreement and
      in
      any certificate or other writing delivered by Buyer pursuant hereto shall be
      true in all material respects at and as of the Closing Date, as if made at
      and
      as of such date and (iii) Seller shall have received a certificate signed by
      the
      Chief Executive Officer of Buyer to the foregoing effect.

    


    (b)
      No
      proceeding challenging this Agreement or the transactions contemplated hereby
      or
      seeking to prohibit, alter, prevent or materially delay the Closing shall have
      been instituted by any Person before any court, arbitrator or governmental
      body,
      agency or official and be pending.

    


    (c) Execution
      and delivery of other relevant agreements, including non-compete, employment
      agreements, trademark or software licenses, leases, supply, service or
      administrative agreements or other transition agreements.

    


    (d) Seller
      shall have received all documents it may reasonably request relating to the
      existence of Buyer and the authority of Buyer for this Agreement, all in form
      and substance reasonably satisfactory to Seller.

    


    
      
        
        

      

      
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    ARTICLE
      XI

    


    SURVIVAL

    


    11.01.
      Survival.
      The
      covenants, agreements, representations and warranties of the parties hereto
      contained in this Agreement or in any certificate or other writing delivered
      pursuant hereto or in connection herewith shall survive the Closing until the
      first anniversary of the Closing Date or (i) in the case of Section 5.05, for
      the period set forth therein, (ii) in the case of Section 6.02, indefinitely,
      and (iii) in the case of the covenants, agreements, representations and
      warranties contained in Articles VIII or IX, for the period set forth therein.
      Notwithstanding the preceding sentence, any covenant, agreement, representation
      or warranty in respect of which indemnity may be sought under Section 11.02
      shall survive the time at which it would otherwise terminate pursuant to the
      preceding sentence, if notice of the inaccuracy or breach thereof giving rise
      to
      such right to indemnity shall have been given to the party against whom such
      indemnity may be sought prior to such time.

    


    11.02.
      Indemnification.
      (a)
      Seller hereby indemnifies Buyer and, effective at the Closing, without
      duplication, the Company against and agrees to hold them harmless from any
      and
      all damage, loss, liability and expense (including without limitation reasonable
      expenses of investigation and reasonable attorneys' fees and expenses in
      connection with any action, suit or proceeding) ("Damages") incurred or suffered
      by Buyer or the Company arising out of any misrepresentation or breach of
      warranty, covenant or agreement made or to be performed by Seller pursuant
      to
      this Agreement (other than pursuant to Article VIII) ; provided
      that (i)
      Seller shall not be liable under this Section 11.02(a) unless the aggregate
      amount of Damages with respect to all matters referred to in this Section
      11.02(a) (determined without regard to any materiality qualification contained
      in any representations, warranty or covenant giving rise to the claim for
      indemnity hereunder) exceeds $ 500,000 and then only to the extent of such
      excess and (ii) Seller's maximum liability under this Section 11.02(a) shall
      not
      exceed $1,000,000.

    


    (b)
      In
      addition to its obligations to indemnify Seller pursuant to Article IX of this
      Agreement, Buyer hereby indemnifies Seller against and agrees to hold it
      harmless from any and all Damages incurred or suffered by Seller arising out
      of
      any misrepresentation or breach of warranty, covenant or agreement made or
      to be
      performed by Buyer pursuant to this Agreement (other than pursuant to Article
      VIII); provided
      that (i)
      Buyer shall not be liable under this Section 11.02(b) unless the aggregate
      amount of Damages with respect to all matters referred to in this Section
      11.02(b) (determined without regard to any materiality qualification contained
      in any representations, warranty or covenant giving rise to the claim for
      indemnity hereunder) exceeds $500,000 and then only to the extent of such excess
      and (ii) Buyer's maximum liability under this Section 11.02(b) shall not exceed
      $ 1,000,000.

    


    11.03.
      Procedures
      (a)
      The
      party seeking indemnification under Section 9.09 or 11.02 (the "Indemnified
      Party") agrees to give prompt notice to the party against whom indemnity is
      sought (the "Indemnifying Party") of the assertion of any claim, or the
      commencement of any suit, action or proceeding in respect of which indemnity
      may
      be sought under such Section. The Indemnifying Party may at the request of
      the
      Indemnified Party participate in and control the defense of any such suit,
      action or proceeding at its own expense. The Indemnifying Party shall not be
      liable under Section 9.09 or 11.02 for any settlement effected without its
      consent of any claim, litigation or proceeding in respect of which indemnity
      may
      be sought hereunder.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (b)
      After
      the Closing, Sections 8.10 , Article IX and 11.02 will provide the exclusive
      remedy for any misrepresentation, breach of warranty, covenant or other
      agreement (other than those contained in Sections 2.03, 2.04, 5.05 and 6.02)
      or
      other claim arising out of this Agreement or the transactions contemplated
      hereby.

    


    


    ARTICLE
      XII

    


    TERMINATION

    


    12.01.
      Grounds
      for Termination.
      This
      Agreement may be terminated at any time prior to the Closing:

    


    (i) by
      mutual
      written agreement of Seller and Buyer;

    


    (ii) by
      either
      Seller or Buyer if the Closing shall not have been consummated on or before
      March 30, 2006; or

    


    (iii)
       by
      either
      Seller or Buyer if there shall be any law or regulation that makes consummation
      of the transactions contemplated hereby illegal or otherwise prohibited or
      if
      consummation of the transactions contemplated hereby would violate any
      nonappealable final order, decree or judgment of any court or governmental
      body
      having competent jurisdiction.

    


    The
      party
      desiring to terminate this Agreement pursuant to clauses (ii) or (iii) shall
      give notice of such termination to the other party.

    


    12.02.
      Effect
      of Termination.
      If this
      Agreement is terminated as permitted by Section 12.01, such termination shall
      be
      without liability of either party (or any shareholder, director, officer,
      employee, agent, consultant or representative of such party) to the other party
      to this Agreement; provided
      that if
      such termination shall result from the willful failure of either party to
      fulfill a condition to the performance of the obligations of the other party
      or
      to perform a covenant of this Agreement or from willful breach by either party
      to this Agreement, such party shall be fully liable for any and all Damages
      incurred or suffered by the other party as a result of such failure or breach.
      The provisions of Sections 6.01 and 13.03 shall survive any termination hereof
      pursuant to Section 12.01.

     

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    ARTICLE
      XIII

     

    MISCELLANEOUS

    


    13.01.
      Notices.
      All
      notices, requests and other communications to either party hereunder shall
      be in
      writing (including telecopy or similar writing) and shall be given,    

    


    if
      to
      Buyer, to: 

    


    Samson
      Investment Company

    4505
      Las
      Virgenes Road - 210

    Calabasas,
      CA 91302

    


    if
      to
      Seller, to:

    


    General
      Electric Company

    


    Appliance
      Park

    Louisville,
      KY 40225-0001

    Attention:
      Vice President Manufacturing:

    


    with
      a
      copy to:

    Paul
      J.
      Kalocsay, Esq.

    General
      Electric Company

    Counsel

    Two
      Corporate Drive 

    Shelton,
      CT 06484

     

    Telecopy:
      203-944-3348

    


    


    13.02.
      Amendments;
      No Waivers.
      (a) Any
      provision of this Agreement may be amended or waived prior to the Closing Date
      if, and only if, such amendment or waiver is in writing and signed, in the
      case
      of an amendment, by Buyer and Seller, or in the case of a waiver, by the party
      against whom the waiver is to be effective.

    


    (b) No
      failure or delay by either party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or 

    privilege.
      The rights and remedies herein provided shall be cumulative and not exclusive
      of
      any rights or remedies provided by law.

    


    
      
        
        

      

      
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    13.03.
      Expenses.
      All
      costs and expenses incurred in connection with this
      Agreement
      shall be
      paid by the party incurring such cost or expense.

    


    13.04.
      Successors
      and Assigns.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns; provided
      that
      neither party may assign, delegate or otherwise transfer any of its rights
      or
      obligations under this Agreement without the consent of the other party hereto
      except that Buyer may transfer or assign, in whole or from time to time in
      part,
      to one or more of its Affiliates, the right to purchase all or a portion of
      the
      Shares, but no such transfer or assignment will relieve Buyer of its obligations
      hereunder.

    


    13.05.
      Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York), without regard to the conflicts of law rules of such
      state.

    


    13.06.
      Counterparts;
      Effectiveness.
      This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Agreement shall become effective when each party
      hereto shall have received a counterpart hereof signed by the other party
      hereto.

    


    13.07.
      Entire
      Agreement.
      This
      Agreement and the Confidentiality Agreement dated December 1, 2005, constitutes
      the entire agreement between the parties with respect to the subject matter
      hereof and supersedes all prior agreements, understandings and negotiations,
      both written and oral, between the parties with respect to the subject matter
      of
      this Agreement. No representation, inducement, promise, understanding, condition
      or warranty not set forth herein has been made or relied upon by either party
      hereto. Neither this Agreement nor any provision hereof is intended to confer
      upon any Person other than the parties hereto any rights or remedies hereunder.
      

    


    13.08.
      Captions.
      The
      captions herein are included for convenience of reference only and shall be
      ignored in the construction or interpretation hereof.

    


    


    [SIGNATURE
      PAGE TO FOLLOW]

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto here caused this Agreement to be duly
      executed by their respective authorized officers on the day and year first
      above
      written.

    


    SAMSON
      INVESTMENT COMPANY

    


    


    


    By_________________________

    Title:

    


    


    


    GENERAL
      ELECTRIC COMPANY

    


    


    


    By_________________________

    Title:

    


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    

      Real
        property in the County of Pershing, State of Nevada, described as
        follows:

       

      Parcel
        1:

       

      Township
        34 North, Range 34 East, M.D.B.&M.

       

      Section
        35: All

       

      Excepting
        therefrom all that portion conveyed to the Board of Trustees of Tungsten
        School
        District by Quitclaim Deed recorded April 13, 1951 in Book 14, Page 491,
        Records, Pershing County Nevada.

       

      Excepting
        therefrom all that portion conveyed to the State of Nevada for highway purposes
        by deed recorded April 30, 1952, in Book 15, Page 166, Official Records,
        Pershing County, Nevada.

       

      Parcel
        2:

       

      Township
        33 North, Range 34 East, M.D.B.&M.

       

      Section
        1: W1/2 

       

      Section
        3: 

       

      All
        Section 11: All

       

      Excepting
        therefrom all that portion conveyed to the State of Nevada for highway purposes
        by deed recorded April 30, 1952, in Book 15, Page 166, Deed Records, Pershing
        County, Nevada.

       

      Township
        33 North, Range 35 East, M.D.B.&M.

       

      Section
        6: W1/2 NE1/4

       

      Township
        34 North, Range 34 East, M.D.B.&M.

       

      Section
        23: S1/2

       

      Section
        27: SE1/4

       

      Township
        34 North, Range 35 East, M.D.B.&M.

       

      Section
        31: Lot 2; SE1/4 NW1/4 

       

      Section
        33: S1/2 NW1/4

       

      


       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


      



      



      



      



      



      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      D

     

    TAX
      MATTERS AGREEMENT

     

    This
      Agreement is made this 8th day of March, 2006 among The General Electric
      Company, a New York corporation (“Seller” or “GE”) and Samson Investment
      Company, a Nevada Corporation (“Acquiror”).

     

    A.  Pursuant
      to the Stock Purchase Agreement dated March 8, 2006 among Seller and Acquiror,
      the Acquiror has agreed, on the terms and subject to the conditions set forth
      in
      the Stock Purchase Agreement, to purchase (the “Purchase”) from GE shares of
      Springer Mining Company (the “Company”). 

     

    B.  The
      Company has been a member of an affiliated group of corporations of which GE
      is
      the common parent (the “GE Affiliated Group”) within the meaning of Section
      1504(a) of the Code, and the members of the GE Affiliated Group have heretofore
      filed United States federal income tax returns on a consolidated basis pursuant
      to Section 1501 of the Code.

     

    C.  GE
      and
      certain of its Affiliates have heretofore joined in the filing of certain
      combined, consolidated, unitary and other similar United States or foreign,
      state, local or other governmental income or franchise tax returns (the
“Combined Income Tax Returns”), and each group filing such a return that
      includes the Company is designated a “Combined Group.” In addition, GE and
      certain of its Affiliates have also filed certain separate, stand-alone tax
      returns (the “Separate Tax Returns”) in certain U.S. state, foreign, local or
      other taxing jurisdictions.

     

    D.  As
      a
      consequence of the Purchase, the Company will no longer be a member of the
      GE
      Affiliated Group and will no longer be a member of one or more Combined
      Groups.

     

    E.  The
      parties to this Agreement desire to make certain representations, warranties
      and
      covenants with respect to tax matters and to allocate the liability for certain
      United States and foreign Taxes that may be owed to or asserted by United States
      or foreign federal, state, local or other governmental taxing
      authorities.

     

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual promises,
      covenants and conditions contained in this Agreement, the parties to this
      Agreement agree as follows:

     

    SECTION
      1. Definitions.
      (a) Unless
      otherwise indicated, all capitalized terms used herein shall have the same
      meaning as in the Stock Purchase Agreement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (b) Unless
      the context otherwise requires, references in this Agreement to any Person
      include the successors and assigns of such Person.

     

    SECTION
      2. Representations
      of GE.
      GE
      represents and warrants to the Acquiror that, subject to the exceptions stated
      in Schedule I attached to this Agreement, and subject to other exceptions that
      are not material individually or in the aggregate:

     

    (a) the
      Company has prepared and timely filed with the appropriate taxing authorities
      all Tax Returns required to be filed through the date of this Agreement, taking
      into account any extension of time to file granted to or obtained on behalf
      of
      the Company ;

     

    (b) the
      Company has timely paid all Taxes due through the date of this Agreement and
      have made adequate provision for any Taxes attributable to any taxable period
      (or portion thereof) of the Company ending on or prior to the date of this
      Agreement that are not yet due;

     

    (c) any
      deficiencies or assessments asserted in writing against the Company by any
      taxing authority through the date of this Agreement have been paid or fully
      reserved or settled;

     

    (d) the
      Company is not presently under examination or audit by any taxing
      authority;

     

    (e) no
      extension of the period for assessment or collection of any Tax is currently
      in
      effect with respect to the Company;

     

    (f) none
      of
      the assets of the Company is “tax-exempt use property” (as defined in Section
      168(h)(1) of the Code) or may be treated as owned by any other person pursuant
      to Section 168(f)(8) of the Internal Revenue Code of 1954 (as in effect
      immediately prior to the enactment of the Tax Reform Act of 1986);

     

    (g) the
      Company has not been a member of any affiliated group (within the meaning of
      Section 1501 of the Code) other than the GE Affiliated Group; and except as
      provided in Treasury Regulations Section 1.1502-6 with respect to the GE
      Affiliated Group, the Company has no liability for Taxes owed by another person,
      corporation, partnership or other entity;

     

    (h) the
      Company is organized under the laws of a state within the United States (the
      “U.S. Subsidiaries”) is a member of the GE Affiliated Group and files its United
      States federal income tax return on a consolidated basis with GE pursuant to
      Section 1501 of the Code. The U.S. Subsidiaries and the state in which each
      of
      them is organized is set forth on Schedule II; and

     

    (i) the
      Company is not party to or bound by (nor will the Company prior to the Closing,
      become a party to or bound by) any tax indemnity, tax sharing or tax allocation
      agreement or arrangement.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    SECTION
      3. Filing
      of Tax Returns.
      (a)(1) GE
      will file (or cause to be filed) all necessary consolidated United States
      federal income Tax Returns of the GE Affiliated Group and all necessary Combined
      Income Tax Returns for all taxable periods beginning on or before the Closing
      Date. GE will file (or cause to be filed) all necessary Separate Tax Returns
      with respect to the Company for all taxable periods ending on or before the
      Closing Date. GE will pay for its own account or the account of one or more
      of
      its Affiliates (i) any United States federal income taxes with respect to such
      federal income tax returns, and (ii) any United States or foreign state, local,
      or other governmental income or franchise taxes with respect to such Combined
      Income Tax Returns (“Combined Income Taxes”), and (iii) any United States or
      foreign state, local, or other governmental Taxes other than Combined Income
      Taxes or taxes described in Section 3(a)(1)(i) (“Separate Taxes”) with respect
      to such Separate Tax Returns.

     

    (2)
      Promptly, but no later than 180 days after the Closing Date (but, in any event,
      no later than 30 days prior to the due date (without extensions) of the relevant
      tax return), the Acquiror or the Company will provide GE with the necessary
      information relating to the Company and, where necessary, authorization for
      GE
      to prepare such Tax Returns and to pay such federal income taxes, Combined
      Income Taxes and Separate Taxes. The Acquiror or the Company will prepare such
      information in a manner consistent with past practice, and GE will prepare
      such
      Tax Returns in a manner consistent with past practice.

     

    (b) Except
      as
      described in Section 3(a), the Acquiror or the Company will file (or cause
      to be
      filed) all necessary United States or foreign federal, state, local and other
      governmental Tax Returns with respect to the Company for all taxable periods.
      The Acquiror or the Company will pay (or cause to be paid) for its own account
      or the account of one or more of its Affiliates any Taxes due with respect
      to
      such returns and reports; provided,
      however,
      that,
      with respect to any taxable period of the Company that begins on or before
      and
      ends after the Closing Date (a “Straddle Period”), GE shall reimburse the
      Acquiror or the Company for any such Taxes paid that are attributable to the
      pre-closing portion of that Straddle Period. Such reimbursement by GE shall
      occur by wire transfer on the later of the third day prior to the due date
      for
      payment of such Taxes to the government or the fifteenth business day after
      the
      Acquiror has provided to GE (i) written notice that such Taxes have been or
      soon
      will be paid by Acquiror or the Company, and (ii) a detailed calculation of
      the
      Straddle Period Taxes and the pre-closing portion thereof; provided,
      however,
      that if
      GE’s failure to pay results from insufficiency of the detailed calculation, no
      interest will be due from GE. The detailed calculation shall be sufficient
      to
      allow GE to make a determination as to the accuracy of the calculation. Acquiror
      and GE will endeavor in good faith to resolve any differences with respect
      to
      such calculation.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (c) For
      purposes of this Agreement, income, deductions, and other items in respect
      of a
      Straddle Period will be allocated between the pre-closing portion of such
      Straddle Period and the post-closing portion of such Straddle Period based
      on an
      actual closing of the books of such entity as of the end of the Closing
      Date.

     

    SECTION
      4. Indemnification
      by GE.
      (a) GE
      shall indemnify and hold harmless on an After-Tax Basis the Acquiror, the
      Company and each other Affiliate of the Acquiror from and against, and reimburse
      each such Person for, any Losses with respect to (i) United States federal
      income Taxes of the Company for all taxable periods ending on or before the
      Closing Date (except for any Losses as may result from any action outside the
      ordinary course of business taken with respect to the Company, or its respective
      assets or businesses, on the Closing Date but after the Closing, and (ii) United
      States federal income Taxes of any member of the GE Affiliated Group for any
      period during which the Company was a member of such group, including United
      States federal income Taxes imposed pursuant to Treasury Regulations section
      1.1502-6 (except for any Losses as may result from (A) any action outside the
      ordinary course of business taken with respect to the Company, or its respective
      assets or businesses, on the Closing Date but after the Closing. For purposes
      of
      this Agreement, “After-Tax Basis” means that, in determining the amount of the
      payment necessary to indemnify any party against, or reimburse any party for,
      Losses, the amount of such Losses shall be determined net of any reduction
      in
      Tax derived by the Indemnified Party as the result of sustaining such Losses,
      and the amount of such indemnification payment shall be increased (i.e.,
      “grossed up”) by the amount necessary to satisfy any income or franchise Tax
      liabilities incurred by the Indemnified Party as a result of its receipt, or
      right to receive, such indemnification payment (as so increased), so that the
      Indemnified Party is put in the same net after-Tax economic position as if
      it
      had not incurred such Losses.

     

    (b) GE
      shall
      indemnify and hold harmless on an After-Tax Basis the Acquiror, the Company
      and
      each other Affiliate of the Acquiror from and against, and reimburse each such
      Person for, any Losses with respect to Combined Income Taxes and Separate Taxes
      for all taxable periods (or the portion thereof) ending on or before the Closing
      Date, including, in the case of Separate Taxes, the pre-closing portion of
      any
      Straddle Periods beginning before and ending after the Closing Date, except
      for
      any Losses as may result from any action outside the ordinary course of business
      taken with respect to the Company or itsrespective assets or businesses, on
      the
      Closing Date but after the Closing.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (c) GE
      shall
      indemnify and hold harmless on an After-Tax Basis the Acquiror, the Company
      and
      each other Affiliate of the Acquiror from and against, and reimburse each such
      Person for, any Losses that such Person may at any time suffer or incur, or
      become subject to, as a result of or in connection with the inaccuracy of any
      representations and warranties made by GE in this Agreement, and any failure
      by
      GE to perform any of its covenants or agreements under this
      Agreement.

     

    (d) The
      Acquiror or the Company will notify GE within 30 days after receipt of any
      written communication to or by the Acquiror, the Company or any other Affiliate
      of the Acquiror from or with any taxing authority concerning Taxes for which
      indemnification may be claimed from GE pursuant to the provisions of this
      Section 4. In addition, the Acquiror or the Company will notify GE at least
      15
      days prior to the date on which the Acquiror, the Company or any other Affiliate
      of the Acquiror intends to make a payment of any Taxes that are indemnifiable
      by
      GE pursuant to the provisions of this Section 4. GE will notify the Acquiror
      or
      the Company within 30 days after receipt of any written communication to or
      by
      GE or any Affiliate of GE from or with any taxing authority concerning Taxes
      owed by the Company or any Subsidiary or any Taxes for which indemnification
      may
      be claimed from the Acquiror or the Company pursuant to the provisions of
      Section 5. The failure by a party to notify another pursuant to this Section
      4(d) will not constitute a waiver of any claim to indemnification under this
      Agreement in the absence of material prejudice to the indemnifying
      party.

     

    SECTION
      5. Indemnification
      by the Acquiror.
      (a) The
      Acquiror shall indemnify and hold harmless on an After-Tax Basis GE from and
      against, and reimburse each such Person for, (i) any Losses with respect to
      United States or foreign federal, state, local, or other governmental income
      or
      franchise Taxes imposed on the Company(or the portion thereof) beginning after
      the Closing Date, and (ii) any Losses as may result from any action outside
      the
      ordinary course of business taken with respect to the.

     

    (b) The
      Acquiror shall indemnify and hold harmless on an After-Tax Basis GE and each
      Affiliate of GE from and against, and reimburse each such Person for, any Losses
      that any such Person may at any time suffer or incur, or become subject to,
      as a
      result of or in connection with the failure by the Acquiror or the Company
      to
      perform any of its covenants or agreements under this Agreement.

     

    SECTION
      6. Control.
      (a) GE
      will have the exclusive right to file any amended Tax Returns and to control
      any
      audit or other administrative or judicial proceeding with respect to the
      consolidated United States federal income Tax liability of the GE Affiliated
      Group and/or the Tax liability of GE or an Affiliate of GE under any Combined
      Income Tax Return, and the portion of any other audit or other administrative
      or
      judicial proceeding regarding any other matter that may result in any Tax
      liability with respect to which GE provides indemnification under this
      Agreement.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (b) Except
      as
      provided in Section 6(a), the Acquiror will have the exclusive right to control
      any audit or other administrative or judicial proceeding with respect to the
      Tax
      liability of the Company.

     

    SECTION
      7. Refunds.
      (a) GE
      will be entitled to any refunds (including interest paid therewith) in respect
      of any United States or foreign federal, state, local, or other governmental
      Tax
      liability of the Company in respect of a taxable period (or the portion thereof)
      ending on or prior to the Closing Date. Nothing in this Section 7(a) will
      preclude the Company from making any election under Section 172(b) of the Code
      or any comparable provision of law or regulations for any taxable year beginning
      on or after the Closing Date.

     

    (b) Except
      as
      provided in Section 7(a), the Acquiror will be entitled to any refunds
      (including interest paid therewith) in respect of any United States or foreign
      federal, state, local, or other governmental tax liability of the
      Company.

     

    SECTION
      8. Interest.
      In the
      event that any payment required to be made under this Agreement is made after
      the date on which such payment is due, interest will accrue on such amount
      from
      (but not including) the due date of the payment to (and including) the date
      such
      payment is actually made at the rate designated from time to time in
      Section 6621(a)(2) of the Code, compounded on a daily basis.

     

    SECTION
      9. Tax
      Cooperation.
      (a) GE
      and the Acquiror will furnish or cause to be furnished to each other, upon
      request, as promptly as practicable, such information and assistance relating
      to
      the Company or its respective assets or businesses (including access to books
      and records) as is reasonably necessary for the filing of all Tax Returns,
      the
      making of any election related to Taxes, the preparation for any audit by any
      taxing authority, and the prosecution or defense of any claim, suit or
      proceeding relating to any Taxes or Tax Return. GE and the Acquiror will
      cooperate with each other in the conduct of any audit or other proceeding
      related to Taxes and all other Tax matters relating to the Company or its
      respective assets or businesses, and each will execute and deliver such powers
      of attorney and other documents as are necessary to carry out the intent of
      this
      Agreement. The party requesting cooperation under this Section 10 will reimburse
      the other party for any actual out-of-pocket expenses incurred in furnishing
      such cooperation.

     

    (b) GE
      and
      the Acquiror will report to the other any written communication from or with
      the
      IRS that relates in any way to the characterization of the Purchase or any
      related transaction.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    SECTION
      10. Survival.
      The
      indemnity and payment obligations set forth in this Agreement shall survive
      until the date which is six months after the date of expiration of the
      applicable statute of limitations (including any extensions thereof). The right
      to indemnification with respect to claims of which notice was given prior to
      the
      expiration of the applicable survival period shall survive such expiration
      until
      such claim is finally resolved and any obligations with respect thereto are
      fully satisfied.

     

    SECTION
      11. Amendment.
      No
      provision of this Agreement may be waived, amended or modified except by a
      written instrument signed by GE and the Acquiror.

     

    SECTION
      12. Assignment.
      This
      Agreement shall not be assigned by operation of law or otherwise, except that
      the Parties may assign any or all of the their rights and obligations under
      this
      Agreement to any of their Affiliates; provided
      that no
      such assignment shall release the Parties from any liability or obligation
      under
      this Agreement.

     

    SECTION
      13. No
      Third-Party Beneficiaries.
      This
      Agreement is for the sole benefit of the parties to this Agreement, their
      respective Affiliates and their permitted assigns, and nothing in this
      Agreement, express or implied, is intended to or shall confer upon any other
      Person or entity any legal or equitable right, benefit or remedy of any nature
      whatsoever under or by reason of this Agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto here caused this Agreement to be duly
      executed by their respective authorized officers on the day and year first
      above
      written.

     

    


    SAMSON
      INVESTMENT COMPANY

    


    


    


    By_________________________

    Title:

    


    


    


    GENERAL
      ELECTRIC COMPANY

    


    


    


    By_________________________

    Title:

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Schedule
      I

     

    Disclosure
      Schedule to the Tax Matters Agreement

     

    


     

    Section
      2(c) Settlements and reserves for tax deficiencies. 

     

    Section
      2(d) Current examinations or audits by tax
      authorities:

     

    
      	 	
              Taxable
                Periods

            
	
              U.S.
                Federal Income Tax

            	 
	
              State
                Income Tax

               

            	 
	 	 
	 	 
	 	 
	
              Sales
                and Use Tax

            	 
	 	 
	
              Property
                Tax

            	 
	
              Foreign
                Tax

            	 
	 	 
	 	 
	 	 


    

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Section
      2(e) Current extensions of the period for the assessment and collection of
      tax:

     

    U.S.
      Federal Income Tax - extended until__________.

     

    State
      Income tax ___________.

     

     

    


     

    Section
      2(g) Affiliated Group status.  

     

     

     

    
      
        
        

      

      
        32