Exhibit
10.1


ASSET PURCHASE AND SALE AGREEMENT


BETWEEN


KENNECOTT MONTANA COMPANY


AND


STERLING MINING COMPANY / GENESIS INC.


FOR


THE TROY MINE AND ROCK CREEK PROJECT






Dated as of February 21, 2000
















ASSET PURCHASE AND SALE AGREEMENT


TROY MINE AND ROCK CREEK PROJECT


THIS AGREEMENT, entered into and effective as of the
21st day of February, 2000, by and between Kennecott
Montana Company,  a
Delaware corporation with its principal place of business at 224 North 2200
West, Salt Lake City, Utah 84116 (hereafter referred to as “Seller”), and Sterling Mining Company,  (“Sterling”) a Montana corporation with
its principal place of business at 2301 Colonial Drive, Helena, Montana 59601
and Genesis Inc., (“Genesis”) a
Montana corporation with its principal place of business at 2301 Colonial
Drive, Helena, Montana 59601 (collectively referred to as “Buyers”).


W  I  T  N  E
S  S  E  T  H, That:


WHEREAS, Seller owns certain assets in northwestern
Montana for the mining, milling and sale of copper and silver concentrates and
the exploration for copper and silver and Buyers desire to purchase certain
assets and acquire certain rights of Seller and assume certain liabilities, and
Seller desires to sell such assets, and transfer such rights and liabilities to
Buyers.


NOW, THEREFORE, subject to the terms, conditions,
covenants and provisions of this Agreement, Seller and Buyers mutually covenant
and agree as follows:


ARTICLE 1 

DEFINITIONS


As used in this Agreement, the following terms have
the following meanings:


“Affiliate” means any person, partnership, joint
venture, corporation or other form of enterprise which directly or indirectly
controls, is controlled by or is under common control with, a Party. For
purposes of the preceding sentence, “control” means possession, directly or
indirectly, of the power to direct or cause direction of management and
policies through ownership of voting securities, contract, voting trust or
otherwise.


“Agreement” means this Asset Purchase and Sale
Agreement together with all its Exhibits.


“Appraised Value” means the value of the Note and/or
the Stock as determined by the Securities Appraiser as of a particular date.













“Assets” has the meaning ascribed to such term in
Article 2 of this Agreement.


“Assumed Liabilities” has the meaning ascribed to such
term in Section 3.01 of this Agreement.


“Bill of Sale” means the form of assignment attached
as Exhibit I to this Agreement.


“Business Day” means any day on which banks in the
state of New York are open for the conduct of normal business.


“Buyers’ Environmental Liabilities” has the meaning
ascribed to such term in Section 14.01 of this Agreement.


“Buyers Indemnified Parties” means Buyers and the
officers and directors of Buyers.


“Closing” has the meaning ascribed to such term in
Section 9.01 of this Agreement.


“Closing Date” means the date on which the Closing
occurs.


“Deed” means that form of deed attached as Exhibit II to this Agreement.


“Effective Date” is that date found in the preamble to
this Agreement.


“Environmental Claim” means any claim, action, cause
of action, investigation or written notice by any person or entity alleging
potential liability (including without limitation potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resources damages, property damages, personal injuries, or penalties) arising
out of, based on or resulting from, in part or in whole, (a) the presence in,
or release into the environment, of any Materials of Environmental Concern or
(b) any violation, or alleged violation, of Environmental Laws.


“Environmental Laws” means the applicable federal,
state and local environmental, regulations, ordinances, and rules, and the
common law, relating to the use, refinement, handling, treatment, removal,
storage, production, manufacture, transportation, disposal, emissions,
discharges, releases or threatened releases of Materials of Environmental
Concern, or otherwise relating to pollution or protection of the environment
(including without limitation ambient air, surface water, groundwater,
wetlands, natural resources, land surface or subsurface strata), as the same
may be amended or modified, including without limitation the statutes listed
below: Federal Solid Waste Act as amended by the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. §6901, et seq., Federal Comprehensive
Environmental Response,



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Compensation,
and Liability Act of 1980, 42 U.S.C. §9601, et seq., Federal Clean Air
Act, 42 U.S.C. §7401, et seq., Federal Water Pollution Control Act,
Federal Clean Water Act of 1977, 33 U.S.C. §1251, et seq., Federal
Hazardous Materials Transportation Act, 48 U.S.C. § 1801, et seq.,
Federal Toxic Substances Control Act, 15 U.S.C. §2601, et seq., Federal
Safe Drinking Water Act, 42 U.S.C. §300f, et seq., and analogous state
and local regulations.


“Environmental Permit” means any applicable federal,
state or local permits, licenses, approvals, consents or authorizations
required by any governmental authority under or in connection with any Environmental
Law and includes any and all orders, consent orders or binding agreements
issued or entered into by a governmental authority under any applicable
Environmental Law.


“Excluded Liabilities” has the meaning ascribed to
such term in Section 3.02 of this Agreement.


“Fixtures” has the meaning ascribed to such term in
Section 2.01(b) of this Agreement.


“GAAP” means generally accepted accounting principles
in effect in the United States from time to time.


“Governmental Authority” means any federal, state,
local or other governmental authority, agency or regulatory body, including
without limitation any commission, court, tribunal or panel having jurisdiction
over the matter at issue.


“Improvements” has the meaning ascribed to such term
in Section 2.01(b) of this Agreement.


“Land” has the meaning ascribed to such term in
Section 2.01(a) of this Agreement.


“Leasehold Interest” has the meaning ascribed to such
term in Section 2.01(c) of this Agreement.


“Liens” mean, with respect to any asset, any mortgage,
title defect, lien, lease, pledge, charge, security interest, hypothecation,
restriction, judgment, encumbrance or charge of any kind in respect of such
asset.


“Loss” or “Losses” means any and all actual losses,
liabilities, costs, damages, investigative, remedial and monitoring costs,
penalties and expenses (including without limitation reasonable attorneys’ fees
and expenses and litigation costs and environmental consultant fees), and any
legal or other expenses reasonably incurred in connection with investigating or
defending any claims or actions, whether or not resulting in any liability, but
not including consequential damages, lost profits or



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business
opportunities, indirect losses, liabilities, damages or expenses incurred due
to the interruption of the indemnitee’s business or punitive damages, except
where such damages are incurred by or awarded to a third party making a claim
against an indemnitee.


“Material” means having an actual or potential
economic impact in the aggregate of at least $250,000.


“Material Adverse Effect” means an effect which is or
would reasonably be expected to be Materially adverse to the Assets, their
condition (financial or otherwise), results of operations, properties,
liabilities or prospects.


“Materials of Environmental Concern” means any toxic
or hazardous waste, pollutants or substances, including without limitation,
substances defined or listed as a pollutant, air pollutant, “hazardous
substance”, “toxic substance”, “toxic pollutants”, “medical waste” or similarly
identified substance or mixture, in or pursuant to any Environmental Law.


“Mine” means the Troy Mine located in Lincoln County,
Montana.


“Mining Reserves” has the meaning ascribed to such
term in Section 2.01(d) of this Agreement.


“Mortgage” has the meaning ascribed to such term in
Section 3.04 of this Agreement.


“Note” has the meaning ascribed to such term in
Section 3.03(a)(2) of this Agreement and shall be in the form of Exhibit III.


“Parties” means both Buyers and Seller.


“Party” means any Buyer or Seller.


“Permitted Exceptions” has the meaning ascribed to
such term in Section 4.05 of this Agreement.


“Permitted Liens” means (i) Liens for Taxes or
governmental assessments, charges or claims the payment of which is not yet
due, or for Taxes the validity of which are being contested in good faith by
appropriate proceedings; (ii) statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics, materialmen and other similar persons
imposed by applicable law and incurred in the ordinary course of business for
sums not yet delinquent or which are being contested in good faith; and (iii)
Liens to secure the performance of leases, trade contracts or other similar
agreements.



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“Person” means and includes an individual, a
partnership, a joint venture, a corporation, a limited liability company, a
limited liability partnership, a trust, an incorporated organization and a
government or any department or agency thereof.


“Prepaid Expenses” means expenditures by the Seller in
respect of future benefits to the Assets, including prepaid tax assessments.


“Purchase Price” has the meaning ascribed to such term
in Section 3.03 of this Agreement. “Final Payment of the Purchase Price” means
delivery of the Stock, payment in full of all amounts due or that may become
due under the Note and payment in full of all amounts due or that may become
due under Section 3.03(a)(1) of this Agreement.


“Securities Appraiser” means the organization or
individual selected by Seller with Buyers’ consent (not to be unreasonably
withheld) to determine the Appraised Value. It is agreed that the Securities
Appraiser shall have sufficient reputation, credentials and ability so as to be
able to report Appraised Value in such a manner as will meet Seller’s
requirements with respect to tax reporting and will be acceptable to the United
States Internal Revenue Service with respect to methodology and format.


“Seller Indemnified Parties” means Seller and its
Affiliates, and each of the officers and directors of Seller and its
Affiliates.


“Stock” has the meaning ascribed to such term in
Section 3.03(a)(1) of this Agreement.


“Subsidiary” means any other entity in which a Person
owns, directly or indirectly, fifty percent (50%) or more of the outstanding
shares of voting capital stock or other voting equity interests.


“Tax” or “Taxes” means all federal, state or local tax
including without limitation any net or gross income, gross receipts, net
proceeds, goods and services, sales, harmonized sales, use, ad valorem value
added, transfer, franchise, recapture, withholding, payroll, employment, social
security, health, unemployment, excise, property, severance, alternative or
add-on minimum or environmental taxes, assessments, duties, fees, levies or
other governmental charges, whether disputed or not, together with any
interest, penalties, additions to tax or additional amounts with respect
thereto.


“Technical Information” means geological or
geophysical surveys, data and reports, drill cores and assays and all
engineering and production data related to past and prospective mining and
development activities on the Land and the Leased Premises.



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“Term” has the meaning ascribed to such term in
Section 3.03(a)(2) of this Agreement.


“Total Stock” has the meaning ascribed to such term in
Section 3.03(a)(1) of this Agreement.


All dollar amounts set forth herein are expressed in
United States currency.


ARTICLE 2


BUSINESS ASSETS


Seller agrees to grant, sell, convey, assign, transfer
and deliver unto Genesis, and Genesis agrees to purchase, accept and take
delivery of the following assets of Seller (hereinafter collectively referred
to as the “Assets”), free and clear of all Liens other than Permitted Liens:


2.01
Real Property.


(a)
Owned Property. Those lands in Lincoln County and Sanders County, Montana,
owned by Seller and described in Exhibit IV, attached hereto and incorporated
herein by reference (collectively the “Land”), including all patented and
unpatented mining claims, easements, water rights, lease rights, rights-of-way,
and rights of ingress and egress appurtenant to the Land.


(b)
Improvements and Fixtures. All above or below ground buildings, improvements,
structures and fixtures now or on the Closing Date located on the Land, if any,
including without limitation, tailings, tailings dams, landscaping, parking
lots and structures, roads, drainage and all above ground and below ground
utility structures, equipment systems, and so-called “infrastructure” (the “Improvements”),
all above ground and below ground permanently affixed equipment, machinery,
fixtures, and other items of real and personal property, including without
limitation all components thereof, now in, on or used in connection with, and
permanently affixed to or incorporated into the Improvements, all of which, to
the greatest extent permitted by law, are hereby deemed by the parties hereto
to constitute real estate, together with all replacements, modifications,
alterations and additions thereto (the “Fixtures”).


(c)
Leasehold Interest. All right, title, and interest of Seller in, to, or arising
under that certain Lease dated October 1, 1973, between American Smelting and
Refining Company and Bear Tooth Mining Company (the “Leasehold Interest”).


(d)
Mining Reserves. All mining reserves contained in the Land (“Mining Reserves”).



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2.02 Technical Information. All Technical
Information solely and directly pertaining to the Land and/or the Mining
Reserves which (i) is in Seller’s possession, and (ii) Seller is able to
readily locate after reasonable effort, it being agreed that, due to the
antiquated nature of such data, Seller’s ability to locate Technical
Information may be limited.


ARTICLE 3


PURCHASE PRICE AND MISCELLANEOUS EXPENSES


Subject to the terms and conditions of this Agreement,
in consideration of the sale, conveyance, assignment, transfer and delivery by
Seller of the Assets, Buyers and Seller agree as follows:


3.01 Assumption of Liabilities. Subject to
Section 3.02 hereof, Buyers shall assume and agree to pay, discharge and
perform when due all liabilities and obligations (whether known or unknown, fixed
or contingent), to the extent that such liabilities and obligations arise out
of the ownership, use or operation of the Assets arising prior to and after
Closing and for reclamation and closure obligations related to activities on
the Land and Leasehold Interest arising prior to and after Closing (the
foregoing being hereinafter referred to as the “Assumed Liabilities”). The
Assumed Liabilities include Buyers’ Environmental Liabilities. Upon the request
of Buyers and at Buyers’ sole cost and expense, Seller shall execute such
documents and take such other actions as may be reasonable to provide that
Buyers may have, to the extent feasible, (a) any defenses to the Assumed
Liabilities (but without prejudice to Seller’s right to assert such defenses)
or (ii) any claims for damages to the extent that such damages arise from the
Assumed Liabilities; provided however, that Seller is not prejudiced
thereby.


3.02 Excluded Liabilities. Buyers shall not
assume any liabilities and obligations (whether known or unknown, fixed or
contingent) with respect to Assets for the Excluded Liabilities identified in
this Section 3.02.


(a)
Accounts payable incurred prior to the Closing Date;


(b)
Wages, salaries and benefits earned by employees of the Seller or any
obligations of Seller in respect of workers’ compensation or disability claims;


(c)
All liabilities and claims incurred, accrued or earned under any employee
benefit plan or other compensation or benefit arrangement of Seller or its
Affiliates;


(d)
Liabilities of Seller for Taxes relating to the use or operation of the Assets
prior to the Closing.



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3.03 Purchase Price.


(a) Buyers agree to pay the purchase price (“Purchase
Price”) for the Assets as follows:


(1)
At Closing, Sterling will issue to Seller two million two hundred fifty
thousand (2,250,000) shares of its common stock (the “Stock”). On the same date
as certain Sterling stock is issued to Asarco Incorporated under Section
4.03(4) of the September 9, 1999, Asset Purchase and Sale Agreement (Troy Creek
Mine Rock Creek Project) between Asarco Incorporated and Sterling Mining
Company (the “Issue Date”), said Issue Date to be no later than October 14,
2001, the Stock shall have a market value or, if the Stock is not publicly
traded, an Appraised Value of at least ten million one hundred and twenty-five
thousand dollars ($10,125,000). In the event that the Stock, on the Issue Date,
has a market value or, if the Stock is not traded publicly, an Appraised Value
of less than ten million one hundred twenty-five thousand dollars
($10,125,000), Buyers shall, at Buyers’ option, pay (in cash or through the
issuance of additional Sterling stock), the difference between the market value
or Appraised Value of the Stock and ten million one hundred twenty-five
thousand dollars ($10,125,000). The Stock, and any stock issued pursuant to the
preceding sentence of this paragraph (collectively, the “Total Stock”) shall be
duly authorized, validly issued, fully paid and non-assessable. The Total
Stock, immediately following its issuance, shall not represent more than
twenty-two and one-half percent (22.5%) of the then issued and outstanding
capital stock of Sterling; PROVIDED, HOWEVER, that in the event the Total Stock
does not have a value of at least ten million one hundred twenty-five thousand
dollars ($10,125,000), the Buyers shall pay, in cash, the difference between
market value or Appraised Value of the Total Stock and ten million one hundred
twenty-five thousand dollars ($10,125,000).


(2)
A promissory note of Buyers in the principal amount of five million dollars
($5,000,000) payable to the order of Seller to be executed on the Closing Date
(the “Note”). The Note shall bear simple interest at the rate of nine percent
(9%) per annum, payable semi-annually in arrears. The maturity date of the Note
shall be four (4) years from the Closing Date (the “Term”). If the stock of
Sterling has been traded on a public market at the time an interest payment is
due for no less than thirty calendar (30) days, Buyers may elect to make that
interest payment in cash or Sterling stock. If Buyers elect to make an interest
payment in Sterling stock, for purposes of such payment, the stock shall be
valued at the average of its closing price for each trading day during the 30
calendar days immediately preceding the payment. If the Sterling stock has not
traded on a public market for at least thirty (30) calendar days at the time



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an interest payment is due, Buyers may elect to make
that interest payment in cash or defer such payment, the same to be paid at the
due date of the Note in cash. Unpaid interest shall be accumulated at 9%
compounded on a semi-annual basis. If Sterling should commence trading on a
public market and interest has been deferred and remains unpaid, with respect
to such deferred interest
amount, Seller may elect to convert such accumulated amount into Sterling stock
at any time until the due date of the Note. For purposes of this conversion,
the Sterling stock shall be valued at the average of its closing price for each
trading day during the 30 calendar days immediately preceding the conversion.
Any Sterling stock transferred from Buyers to Seller pursuant to this Section
3.03(2) shall not be considered to be any portion of the Total Stock and shall
be excluded from any calculation determining whether Seller’s Total Stock
represents more than 22.5% of the then issued and outstanding capital stock of
Sterling.


(3) Seller shall engage a Securities Appraiser.
Promptly after Closing, the Securities Appraiser shall determine the Appraised
Value of  the Stock and
the Note as of the date of Closing. Buyers shall reimburse Seller for one half of the costs and expenses
of such appraisal. If necessary under Section 3.03(a)(1) of this Agreement,
promptly after the Issue Date, the Securities Appraiser shall determine the
Appraised Value of the Stock as
of the Issue Date. Buyers shall reimburse Seller for all of the costs and expenses of such appraisal.
Buyers shall make reimbursement
for an appraisal no later than thirty (30) days after receipt of an accounting
of the costs and expenses of such appraisal.


(4) Buyers and Seller agree that each Appraised
Value shall be binding in determining federal and state income tax gains, losses, income and deductions.


3.04 Collateral Documents. In order to secure
payment of the Purchase Price, and performance of the other obligations of
Buyers under Section 3.03 hereof, Genesis shall execute and deliver a Mortgage,
Security Agreement and Financing Statement in the form attached hereto as Exhibit V (the “Mortgage”).


3.05 Asset Disposition before Purchase Price is
Paid. Until Final Payment of the Purchase Price has been made, Buyers
covenant and agree that they shall not and shall not permit:


(a) the sale or other disposition of any portion of the Assets that have a
collective value in excess of five hundred thousand dollars ($500,000), or a
value in excess of fifty thousand dollars ($50,000) during any one calendar
year, without Seller’s prior written approval. Any such transfer shall be
subject to the Mortgage. PROVIDED, HOWEVER, if Buyers wish to release and
abandon any



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unpatented mining claims Buyers shall provide Seller
written notice describing the claims to be abandoned. Seller shall have ninety
(90) days in which to determine whether Buyers will, instead, transfer such
claims to Seller (the “Determination Period”). Any deadline for annual claim
assessment fees (“Assessment Date”) as may exist from time to time during the
term hereof shall not serve to shorten the Determination Period. If Seller
desires such transfer, Seller shall provide Buyers written notice thereof and
Buyers shall transfer such claims to Seller by special warranty deed no later
than thirty (30) days from Buyers’ receipt of such notice. Seller shall not be
required to pay any fee or provide any other additional consideration for such
transfer. If Seller fails to request transfer of such claims before the
expiration of the Determination Period, then Buyers may abandon such claims at
any time up to, and including, the next Assessment Date. If Buyers fail to so
abandon any claims included in the notice previously provided to Seller, such
retained claims may not be subsequently abandoned without again offering the
claims to Seller pursuant to this Section 3.05(a).


(b) the sale, encumbrance, issuance or disposition
of any stock or warrants of Genesis, Inc., other than to, or by, Sterling.


(c) the sale or disposition of any substantial part
of the Assets or any participating or equity interest in the Assets, unless
adequate provision is
made for the proceeds to be paid to or held for the Seller and used for payment
of the Purchase Price.


3.06 Stock Registration.
If, at any time or from time to time, Sterling shall determine to register any
of its common stock or any security which is or may become convertible into
common stock of Sterling, either for its own account or the account of a
security holder or holders exercising their respective demand registration
rights, Sterling will (i) promptly give Seller no less than thirty (30) days’
written notice thereof, and (ii) at Seller’s option, include in any such
registration (and any related qualification under Blue Sky laws or other
compliance), all Sterling stock issued Seller pursuant to this Agreement,
whether as part of the Purchase Price, as interest payments under the Note or
otherwise. Sterling agrees that it shall not, without the prior written consent
of Seller, grant piggyback registration rights superior to those set forth in
this Section 3.05 to any other party. Nothing contained herein shall impose any
obligation on Seller to enter into a “Stand Still” agreement with any
underwriter or any other obligation to refrain from offering its stock in
Sterling in any manner.


3.07 Purchase of Concentrates.


(a) Seller shall have the right, once each year, to purchase at
competitive prices and on then current market terms any and all concentrates,
that have not been previously sold or otherwise committed under binding
contracts, to be produced during the following twelve (12) month period from
any



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mining operations on the Land (“Uncommitted
Concentrates”). Buyers shall, prior to selling any such Uncommitted
Concentrates, provide Seller with no less than sixty (60) days’ prior written
notice stating Buyers’ intent to sell such Uncommitted Concentrates (the “Notice
Period”). Unless Seller elects not to purchase the Uncommitted Concentrates,
the parties shall use their best efforts during the Notice Period to arrive at
mutually satisfactory terms for the sale of such Uncommitted Concentrates to
Seller. Should the parties fail to arrive at satisfactory terms during the
Notice Period, or should Seller elect not to purchase the Uncommitted
Concentrates, Buyers shall be free to sell such Uncommitted Concentrates on the
spot market, at a price and upon terms and conditions no less favorable to
Buyers than those offered by Seller.


(b) In addition, Buyers will provide Seller the
opportunity to bid on the purchase of all concentrates to be sold other than in
the spot market from any mining operations on the Land, on the same basis as
all other parties to whom Buyers may seek to sell or transfer such
concentrates; PROVIDED, HOWEVER, that after reviewing all bids, Buyers may
enter into contracts for the sale of concentrates with such purchasers and on
such terms as Buyers, or their successors, determine in good faith are in the
best interests of the business operated on the Land; PROVIDED, FURTHER, Buyers
may enter into contracts for the sale of concentrates to the extent such
contracts are required to obtain material financing for the development of the Rock Creek
deposit.


(c) In the absence of Seller’s prior written
consent, Buyers shall not convey, transfer, assign or encumber (“Transfer”) any
interest in the Land unless the person acquiring such interest shall agree in
writing, in form reasonably satisfactory to Seller, to be bound by the
provisions of this Section 3.07, including restrictions on subsequent Transfer
under this Section 3.07(c). No Transfer of the Land shall be effective unless
and until such writing has been duly and validly authorized, executed and
delivered.


3.08 Sales, Use, Transfer and Similar Taxes and
Charges. Buyers shall pay all sales or use taxes, any applicable federal
excise taxes, and any transfer, transfer gain, documentation, gross receipts,
value added and other similar taxes (excluding Seller’s federal and state
income taxes) and charges, as well as all interest and penalties upon or with
respect to the sale or transfer of the Assets by Seller to Buyers pursuant to
this Agreement. Each party shall bear its own costs with respect to all filing
and recording fees and taxes and other filing fees relating to any transfer of
the Assets or Seller’s retained mortgage and security interest. To the extent
that any applicable law or regulation imposes upon Seller the obligation to
report or to pay such taxes, charges, interest or penalties that are the
responsibilities of the Buyers hereunder, Buyers shall promptly reimburse
Seller therefore no later than thirty (30) days following Buyers’ receipt of
Seller’s invoice for its portion of such payments.



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3.09 Property Taxes. All applicable real and
personal property taxes levied or assessed for the tax year in which the
Closing occurs against the Assets which are the responsibility of Seller shall
be prorated and shall be the responsibility of Seller up to and including
midnight preceding the Closing Date; the balance of any such taxes shall be
borne by Buyers; or, if Seller shall have paid any of the same, Buyers shall
promptly reimburse Seller therefor.


ARTICLE 4 

SELLER’S WARRANTIES


Except as otherwise provided in this Agreement, Seller
warrants that as of the Closing Date:


4.01 Organization. Good Standing. Kennecott
Montana Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has corporate power to own
the Assets transferred by it pursuant to this Agreement.


4.02 No Conflict with Other Instruments or
Agreements. Neither the execution, delivery or performance of this
Agreement by Seller, nor the consummation of the transactions contemplated by
this Agreement by Seller will:


(a)
violate any provision of the Certificate of Incorporation or Bylaws of Seller,
or any law, rule, regulation, order, judgment or decree by which Seller or any
of the Assets may be bound; or


(b)
conflict with, result in a breach of the terms and conditions of, or result in
the imposition of any Lien (other than Permitted Liens) with respect to any of
the Assets as a result of any provision of, or constitute a default under, any
agreement to which Seller is a party or by which Seller or any of the Assets
may be bound.


4.03 Authorization. Binding Effect.


(a)
Seller has the corporate power, including all necessary authorization in
respect of corporate action on the part of the Seller, to execute, deliver and
fulfill the provisions of this Agreement, and this Agreement constitutes a
legal, valid and binding agreement of Seller enforceable against Seller in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, or similar laws affecting the enforcement of
creditors’ rights generally and rules and laws concerning equitable remedies.


(b)
No consent, authorization, or approval of, or exemption by, or filing with, any
court or governmental, public, or self-regulatory body of authority, is
required in connection with the execution, delivery and performance by Seller
of



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this
Agreement or of any of the instruments or agreements herein referred to, or the
taking of any action herein contemplated to be taken by Seller, except where the
failure to obtain or make any such consent, authorization, approval, exemption
or filing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


4.04 Litigation and Investigations. Seller has
not received any written notice indicating that any litigation, action,
investigation or proceeding is pending against the Assets; nor has Seller
received any written notice from any person or federal, state, or municipal
government, or governmental or regulatory agency threatening to institute same.


4.05 Title to Real Property. Seller has not
taken any action which would impair title to the Assets described in Article 2
and to the best of Seller’s knowledge, information and belief, Seller has good
title to the Assets free and clear of any Material mortgage, judgment, security
interest, restriction, lease, Liens or other encumbrance of any nature arising
by, through, or under Seller, subject, however, to the following (collectively,
the “Permitted Exceptions”):


(a)
real estate taxes and installments of governmental assessments for public
improvements benefiting the Land for the tax year in which the Closing Date
occurs; and


(b)
all matters which a visual inspection of the Improvements to the Mine would
show or which an examination of the public records relating to the Assets would
reveal.


4.06 No Other Representations or Warranties.
Except as otherwise expressly set forth in this Agreement, or any other
agreement, document or instrument to be executed and delivered by Seller
pursuant to or in connection with this Agreement, neither Seller nor any
Affiliate, agent or representative of Seller, has made, and Seller is not
liable for or bound in any manner by, any warranties of merchantability or
fitness for a particular purpose, or any express or implied warranties,
guarantees, promises, statements, inducements, representations, or information
pertaining to the Assets or any part thereof, and without limiting the
foregoing, except as expressly set forth in this Agreement, Seller is not
liable for or bound by any verbal or written statements, representations, or
any other information respecting any portion of the Assets furnished by Seller
or any broker, employee, agent, consultant or other person representing or
purportedly representing Seller.


4.07 Disclosure. Subject to the provisions of
Section 5.04 below, Seller has no present knowledge of any undisclosed
liabilities pertaining to the Assets.


4.08 No Warranty of Probable Success or Condition
of Assets. Seller makes no warranty regarding the probable success or
profitability of the ownership, use



 13
 









or
operation of the Assets after the Closing. Seller makes no warranty as to the
condition or suitability for any particular purpose of any of the Assets,
individually or collectively, which are all being purchased on an “AS IS, WHERE
IS” basis.


ARTICLE 5 

BUYERS’ WARRANTIES


Buyers warrant that as of the Closing Date:


5.01 Organization. Good Standing. Sterling and
Genesis Inc. are corporations duly organized, validly existing and in good
standing under the laws of the State of Montana and have all requisite power
and authority to execute, deliver and perform this Agreement.


5.02 No Conflict with Other Instruments or
Agreements. Neither the execution, delivery or performance of this Agreement
by Buyers, nor the consummation of transactions contemplated by this Agreement
by Buyers will:


(a)
violate any provision of the Buyers’ Certificates of Incorporation, By-Laws or
similar constitutional documents of Buyers, or any law, rule, regulation,
order, judgment or decree by which the Buyers may be bound; or


(b)
conflict with, result in a breach of the terms and conditions of, or constitute
a default under, any agreement to which Buyers are a party or by which it may
be bound.


5.03 Authorization. Binding Effect.


(a)
Buyers have all requisite power and authority to execute, deliver and fulfill
the provisions of this Agreement, and this Agreement constitutes a legal, valid
and binding agreement of Buyers enforceable against Buyers in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, or similar laws affecting the enforcement of creditors’ rights
generally and rules and laws concerning equitable remedies.


(b)
No consent, authorization, or approval of, or exemption by, or filing with, any
court or governmental, public, or self-regulatory body of authority, is
required in connection with the execution, delivery and performance by Buyers
of this Agreement or of any of the instruments or agreements herein referred
to, or the taking of any action herein contemplated to be taken by Buyers,
except where the failure to obtain or make any such consent, authorization,
approval, exemption or filing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



 14
 









5.04 Buyers’ Diligence. Notwithstanding Seller’s
warranties set forth in Article 4, Buyers represent that, prior to the
Effective Date, Buyers have had full access to, and have conducted to their
full satisfaction all due diligence Buyers deem necessary or appropriate
concerning all information and records regarding the Assets, and have entered
into this Agreement and will complete the transactions contemplated by this
Agreement on the basis of Buyers’ own diligence. Buyers have examined this
Agreement including its Exhibits and are relying on their own economic and
financial analyses of the Assets and their business in establishing the
Purchase Price. Buyers further represent that they have no knowledge that any of
the representations or warranties given or made by Seller in this Agreement are
inaccurate or incomplete.


ARTICLE 6 

BUYERS’ INDEMNITY


Subject to the limitations and procedures set forth in
Article 13 hereof, and except for Environmental Claims that are dealt with
exclusively in Article 14 hereof, after the Closing Date Buyers shall jointly
and severally indemnify, defend and hold each of the Seller Indemnified Parties
harmless against and in respect from all Losses actually incurred by such
Seller Indemnified Parties to the extent that such Losses arise out of:


6.01 Assumed Liabilities. The Assumed
Liabilities assumed by Buyers as required by Section 3.01;


6.02 Buyers’ Ownership. Use or Operation of the
Assets. Buyers’ ownership, use or operation of the Assets on or after the
Closing Date; and


6.03 Breach of Warranty or Covenant. Any breach
of any of the warranties or covenants of Buyers contained in this Agreement, or
in any document delivered in connection herewith, or nonfulfillment of any
agreement or covenants on the part of Buyers under this Agreement or in any
document delivered in connection herewith.


ARTICLE 7

SELLER’S INDEMNITY


Subject to the limitations and procedures of Article
13 hereof, after the Closing Date Seller shall indemnify and hold each of the
Buyers’ Indemnified Parties harmless against and in respect from all Losses
actually incurred by such Buyers’ Indemnified Parties to the extent such Losses
arise out of:


7.01 Excluded Liabilities. The Excluded
Liabilities.


7.02 Breach of Warranty or Covenant. Any breach
of any of the warranties or covenants of Seller contained in this Agreement or
any document



 15
 









delivered
in connection herewith, or nonfulfillment of any agreement or covenants on the
part of Seller under this Agreement or any document delivered in connection
herewith.


ARTICLE 8 

INTERIM PERIOD


Seller and Buyers covenant and agree that between the
date of this Agreement and the Closing Date:


8.01 Access. Buyers, their counsel, accountants
and other representatives shall be permitted reasonable access during normal
business hours to the Assets.


8.02 Ordinary Course. Except as otherwise
provided in this Agreement, or otherwise consented to or requested by Buyers in
writing, Seller, to the best of its ability, shall maintain the Assets in the
ordinary course consistent with past practice (except as otherwise provided
herein or for events beyond Seller’s reasonable control).


8.03 No Material Change to Assets. Seller shall
not, without the prior written consent or at the written request of Buyers:


(a) Demolish, remove, alter, enlarge or dispose of
any of the Assets other than in the ordinary course consistent with past
practice; and


(b) Make any Material change in the Assets.


8.04 Work Diligently Towards Closing. Buyers
and Seller shall each use their reasonable best efforts to work diligently,
including obtaining all necessary governmental approvals and filings, towards
completing the transaction contemplated by this Agreement on the scheduled
Closing Date.


8.05 Prompt Notification of Breach. Each Party
shall use its reasonable best efforts to notify the other Party of any breach
of any of the notified Party’s representations, warranties, covenants or
agreements or of any circumstance or event reasonably likely to cause any of
such representations, warranties, covenants or agreements to be breached. The
parties shall remain obligated to close the transaction contemplated hereunder
provided that any such breach is cured prior to Closing.


ARTICLE 9 

CLOSING


9.01 Place and Date of Closing. The closing of
the transaction contemplated by this Agreement (the “Closing”) shall take place
in Salt Lake City, Utah, at the offices of the Seller at 10:30 a.m. local time
on February 21, 2000, or, if any of



 16
 









the conditions to the Closing set forth in Section
9.04 or Section 9.05 have not been satisfied or waived by the Parties on or
prior to such date, on the fifth Business Day following the satisfaction or
waiver of such conditions. All transactions contemplated by this Agreement
shall be deemed to be effective as of midnight on the day preceding the Closing
Date.


9.02 Buyers Deliverables at Closing. At the
Closing, Buyers shall:


(a) Deliver to Seller a certificate of a duly
authorized officer of Buyers confirming that, as at the Closing Date, all of
the warranties of Buyers contained herein are true, complete and correct, as if
made on such date, and that Buyers have performed or complied with all of the
terms, covenants and conditions of this Agreement to be performed or complied
with by Buyers at or prior to Closing.


(b) Deliver the Stock as required by Section 3.03(1)
hereof.


(c) Execute and deliver to Seller the Note as
required by Section 3.03(2) hereof.


(d) Deliver to Seller an agreement signed by
two-thirds of the shareholders of Sterling to provide Seller with the right to
nominate one director to Sterling’s Board of Directors and obligating the
shareholders of Sterling to vote for the election of Seller’s nominee to
Sterling’s Board of Directors and a Secretary’s certificate evidencing that the
shareholders signing the aforementioned agreement represent at least two-thirds
of the outstanding shares of Sterling. Seller’s right to nominate one director
to Sterling’s Board of Directors will cease if Seller holds less than one
million shares of Sterling stock.


(e) Execute and deliver to Seller and authorize
Seller to file and record the Mortgage as required by Section 3.04 hereof.


9.03 Seller Deliverables at Closing. At the
Closing, Seller shall:


(a) deliver to Buyers a certificate of a duly
authorized officer of Seller confirming that, as at the Closing Date, all of
the warranties of Seller contained herein are true, complete and correct, as if
made on such date, and that Seller has performed or complied with all of the
terms, covenants and conditions of this Agreement to be performed or complied
with by Seller at or prior to the Closing;


(b) execute and deliver (i) the Deed; and (ii) such
other agreements and documents as may be necessary to transfer Seller’s rights
to the Assets, including the Leasehold Interest.



 17
 









9.04 Conditions to Buyers’ Obligation. The
obligation of Buyers to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions:


(a) All of the warranties of Seller contained in
Article 4 shall be true, complete and correct on and as of the Closing Date as
if made on the Closing Date.


(b) No injunction restraining or prohibiting the
transactions contemplated hereby shall have been issued by a court or
governmental authority


(c) Seller shall have delivered to Buyers the
documents described in Section 9.03 of this Agreement.


(d) No Material damage to or loss of any of the
Assets by fire or other casualty shall have occurred between October 1, 1999,
and the Closing Date.


(e) Prior to the Closing Date, Seller shall have
made all payments due and met all other Material obligations related to the
Assets in the ordinary course of business.


9.05 Conditions to Seller’s Obligation. The
obligation of Seller to consummate the transactions contemplated by this Agreement
is subject to the satisfaction of the following conditions:


(a) All of the warranties of Buyers contained in
Article 5 shall be true, complete and correct on and as of the Closing Date as
if made on the Closing Date.


(b) No injunction restraining or prohibiting the
transactions contemplated hereby shall have been issued by a court or governmental authority; and


(c) Buyers shall have delivered to Seller the stock
and documents required to be delivered to Seller pursuant to Section 9.02 of
this Agreement.


ARTICLE
10

POST CLOSING


Seller and Buyers agree that after the Closing Date:


10.01 Cooperation in Litigation. After Closing,
each Party shall reasonably cooperate with the other Party and the other Party’s
attorneys in the defense or prosecution of any litigation, action, suit or
proceeding instituted against or



 18
 









by the other Party pertaining to the Assets
excluding, however, any litigation, action, suit or proceeding between the
Parties (including their Affiliates). Such cooperation shall not require the
cooperating Party to be joined as a Party in any such litigation. Each Party
further agrees that it shall not voluntarily disclose to any third party
without the other Party’s written consent any information or documents received
by it heretofore or hereafter from the other Party’s attorneys in connection
with the defense or prosecution of any litigation or proceedings. The other
Party shall pay the costs and expenses of the cooperating Party and those costs
and expenses of the cooperating Party’s employees and agents reasonably
incurred in connection with providing such cooperation.


10.02 Tax Matters. Buyers and Seller agree to
reasonably cooperate and assist one another regarding all Tax matters related
to the Assets sold pursuant to this Agreement.


10.03 Disclosure of Financial Statements.
Buyers shall provide Seller with Buyers’ unaudited semi-annual financial
statements and audited annual financial statements reflecting Buyers’ financial
condition, results of operations and cash flows.


ARTICLE
11

BULK SALES ACT


Buyers hereby waive compliance by Seller with the
requirements of any and all laws relating to bulk sales and transfers.


ARTICLE
12

RIGHT OF TERMINATION


12.01 Termination.


(a) This Agreement may, by notice given prior to or
at the Closing, be terminated:


(i) By mutual written consent of Buyers and Seller; or


(ii) By any Party if the Closing has not occurred (other than through
the failure of the Party seeking to terminate this Agreement to comply fully
with its obligations under this Agreement) on or before March 31, 2000;


(iii) By any Party in the event of a Material breach by another Party
of its obligations hereunder where such breach has not been cured within 30
days following receipt of notice of breach from the non-breaching Party; or



 19
 









(iv) By any Party if a change in law makes the transaction contemplated
hereby illegal or otherwise prohibited, or if any final and nonappealable
judgment, injunction, order or decree enjoining any Party hereto from
consummating the transaction contemplated hereby is entered.


(b) Each Party’s right of termination under this
Section 12.01 is in addition to any other rights it may have under this
Agreement or otherwise, and the exercise of a right of termination will not be
an election of remedies. If this Agreement is terminated pursuant to this
Section 12.01, all further obligations of the Parties shall terminate; provided,
however, that if this Agreement is terminated because of a breach of the
Agreement by another Party or because one or more conditions to the terminating
Party’s obligations under this Agreement is not satisfied as a result of
another Party’s failure to comply with its obligations under this Agreement,
the terminating Party’s right to pursue all legal remedies will survive such
termination unimpaired.


ARTICLE
13

SURVIVAL, REMEDIES AND PROCEDURE FOR INDEMNIFICATION


13.01 Survival. The provisions of Articles 3
(Purchase Price and Miscellaneous Expenses), 4 (Seller’s Warranties), 5 (Buyers’
Warranties), 6 (Buyers’ Indemnity), 7 (Seller’s Indemnity), 10 (Post Closing),
13 (Survival, Remedies and Procedure for Indemnification), 14 (Environmental
Indemnity), and Section 15.01 (Press Release) shall survive the Closing Date.


13.02 Notice. No claim for indemnification may
be made with respect to any of the indemnification provisions set forth in
Articles 6, 7 and 14 unless notice of such claim for indemnification, which
satisfies the provisions of Section 13.04 below, is given to the indemnifying
Party.


13.03 Not a Release of Other Obligations.
Notwithstanding the limitations in this Article 13, such limits are not
intended to terminate or in any way modify or reduce the obligation of Seller
to be responsible for the payment and performance of its obligations under
Article 7 and the obligation of Buyers to be responsible for the payment and
performance of its obligations under Article 6 and Article 14.


13.04 Procedure. Each Party to this Agreement
shall give prompt written notice to the other Party under each claim for
indemnification hereunder specifying that indemnification is sought pursuant to
this Agreement, the amount (to the extent known), nature of and event giving
rise to the claim, and of any matter which is likely to give rise to an
indemnification claim. The indemnifying Party has the right to control at its
expense the defense of any such matter or its settlement (with counsel
reasonably satisfactory to the indemnified Party); provided that, no indemnifying Party, in the defense of any claim or
litigation, shall, except with the prior written consent of an



 20
 









indemnified
Party, which consent shall not be unreasonably withheld or delayed, consent to
entry of any judgment or enter into any settlement by which such indemnified
Party is to be bound and which judgment or settlement does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified Party of a release from all liability in respect to such claim or
litigation; and provided further that the indemnified party shall have the
right to participate in such defense at its own cost. Failure to give timely
notice of a matter which may give rise to an indemnification claim shall not
affect the rights of the indemnified Party to collect such claims from the
indemnifying Party so long as such failure to so notify does not materially and
adversely affect the indemnifying Party’s ability to defend such claim against
a third party.


ARTICLE
14 

ENVIRONMENTAL INDEMNITY


14.01 Buyers’ Environmental Indemnity. Subject
to the limitations and procedures of Article 13 hereof, after the Closing Date
Buyers shall jointly and severally indemnify, defend and hold harmless the
Seller Indemnified Parties against and in respect of all Losses, including, but
not limited to, liabilities, costs, penalties, fines, financial responsibility
requirements and expenses relating to or arising out of any remediation,
removal, response, abatement, cleanup, investigation, monitoring, reclamation,
closure requirements, post-closure requirements, personal injury damages,
property damages, closure, capping or natural resources damages arising out of
or related to:


(a) Any liabilities for Environmental Claims arising
out of or relating to the Assets; and,


(b) The closure or cessation of operations,
including reclamation obligations at the Mine (14.01 (a)-(b) are collectively
referred to as the “Buyers’ Environmental Liabilities”).


ARTICLE
15 

MISCELLANEOUS


15.01 Press Release. Except as may be required
by law, the Parties agree not to issue a press release, nor disclose the terms
of this Agreement, to third parties without the consent of the other Parties
(provided nothing herein shall limit or prevent such disclosure to a Party’s
Affiliates and its and their legal, financial and tax advisors). The Parties
shall agree to the timing and nature of any announcement and Buyers shall
provide Seller with any proposed announcement for Seller’s review and comment
prior to its release. Buyers shall agree to any reasonable changes thereto
proposed by Seller. Notwithstanding the foregoing, Buyers may disclose, on a
strictly



 21
 









confidential
basis, this Agreement to its employees, potential investors and other third
parties as necessary to fulfill Buyers’ obligations hereunder.


15.02 Expenses. Except as otherwise
specifically provided herein, the Parties shall pay their own expenses,
including attorneys’ fees, incident to the preparation and performance of this
Agreement, whether or not the transactions contemplated herein are consummated.


15.03 Amendments. This Agreement shall not be
amended or modified except in writing, signed by all Parties.


15.04 Successors. This Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns, provided
that no Party shall assign this Agreement or any rights herein without the
other Parties’ prior written consent and any purported assignment in the
absence of such written consent shall be void. Notwithstanding the foregoing,
Buyers and Seller may assign, without consent, this Agreement or any rights
herein to a Subsidiary or Affiliate. This Agreement is not intended to confer
upon any person except Buyers or Seller any rights or remedies hereunder.


15.05 Integration. All understandings and
agreements heretofore existing between the Parties regarding the purchase and sale
of the Assets are merged into this Agreement and the Exhibits hereto, which
fully and completely express the agreement of the Parties. This Agreement was
entered into after adequate investigation, with no Party relying upon any
statement or representation not embodied in this Agreement, or the Exhibits
hereto, made by any other.


15.06 Non-waiver of Remedy. The failure of
Seller or Buyers to insist, in any one or more instances, upon the strict
performance of any of the terms, conditions or covenants of this Agreement
shall not be construed as a waiver or relinquishment for the future of such
term, condition or covenant. A receipt by Seller or Buyers of any money with
knowledge of the breach of any term, condition or covenant of this Agreement,
shall not be deemed a waiver of such breach, and no waiver, change,
modification or discharge by any Party hereto of any provision in this
Agreement shall be deemed to have been made or shall be effective unless
expressed in writing and signed by both Seller and Buyers. In addition to the
other remedies provided in this Agreement, Seller and Buyers shall be entitled
to the restraint by injunction of the violation, or attempted or threatened
violation of any of the terms, conditions or covenants of this Agreement, or to
a decree compelling performance of any of such term, condition or covenant.


15.07 Notices. All notices, consents, requests
and approvals, any notice of change in address for the purpose of this Section,
and other communications provided for or required herein, shall be given (a) by
personal delivery to the Parties; (b) by electronic communication, with a
confirmation sent by registered or certified mail,



 22
 









return receipt requested; (c) by registered or
certified mail, return receipt requested; or (d) by reputable express courier.
All notices, consents, requests and approvals, any notice of change in address
for the purpose of this Section, and other communications provided for or
required herein, shall be effective and shall be deemed delivered on the date
of delivery if delivered during normal business hours, and, if not delivered
during normal business hours, on the next business day following delivery:


(i) If to Seller, at:


Kennecott Montana Company 

224 North 2200 West 

Salt Lake City, Utah 84116 

Attention: President 

Facsimile Number: 801-238-2488


(ii) If to Buyers, at:


Sterling Mining
Company/Genesis Inc. 

424 South Sullivan Road, Suite 300 

Veradale, Washington 99037 

Attention: CEO 

Facsimile Number: 509-891-8901


15.08 Governing Law. This Agreement shall be
governed by and construed according to the internal laws of the State of
Montana.


15.09 Exhibits. All Exhibits referred to herein
are hereby incorporated in this Agreement by reference.


15.10 Headings. The various headings used in
this Agreement are for convenience only and are not to be used in interpreting
the text of the Article in which they appear or to which they relate.


15.11 Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same instrument. The
Parties agree that this Agreement may be transmitted between them by facsimile
machine. The Parties intend that fax signatures constitute original signatures
and that a faxed agreement containing the signatures (original or faxed) of all
the Parties is binding on the parties.



 23
 









IN WITNESS WHEREOF, the Parties hereto have caused
this Agreement to be executed the day and year first above written.


	
  

  	
   

  	
  KENNECOTT MONTANA COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ W. Orchow

  
	
   

  	
   

  	
  Name:

  	
  W. Orchow

  
	
   

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STERLING MINING COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frank Duval

  
	
   

  	
   

  	
  Name:

  	
  FRANK DUVAL

  
	
   

  	
   

  	
  Title:

  	
  Chairman CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENESIS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frank Duval

  
	
   

  	
   

  	
  Name:

  	
  FRANK DUVAL

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  



 


 



 24















Exhibit I


ASSIGNMENT AND BILL OF
SALE FOR ASSETS RELATING TO THE

TROY MINE AND ROCK CREEK PROJECT IN 

LINCOLN AND SANDERS COUNTIES, MONTANA


THIS
ASSIGNMENT AND BILL OF SALE made and entered into as of this 21st day of
February, 2000, between Kennecott Montana
Company,  a Delaware corporation with its
principal place of business at 224 North 2200 West, Salt Lake City, Utah 84116
(hereafter “Transferor”), to Genesis
Inc., A Montana corporation, with its principal business office at
2301 Colonial Drive, Helena, Montana 59601 (hereafter “Transferee”).


WITNESSETH:


WHEREAS
the Parties have entered an Asset Purchase and Sale Agreement for the Troy Mine
and Rock Creek Project dated February 21, 2000 (hereafter “Agreement”); and


WHEREAS
the Agreement provides for the transfer by Transferors to Transferee certain
assets pertaining to the Troy Mine and Rock Creek Project as set out in the
Agreement; and


WHEREAS
the Transferors are desirous of fulfilling their obligations under the
Agreement to Transfer the Assets to Transferee by executing appropriate deeds
and other documents of transfer.


NOW,
THEREFORE, IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, TRANSFERORS HEREBY SELL, TRANSFER, SET OVER, ASSIGN AND DELIVER
UNTO TRANSFEREE, ITS SUCCESSORS AND ASSIGNS:


All of
Transferors’ right, title and interest in, to or arising under all assets,
properties, rights, titles and interests of every kind, nature and description,
whether real, personal, mixed, tangible, intangible, choate, inchoate, legal,
equitable, recorded, unrecorded or otherwise, whether now existing or hereafter
arising, situated on or in, arising or derived out of, from or under, produced
from, associated with, pertaining to, described in, used, held for use or
intended for use in connection with, or incident, appendant or appertaining


·                             to
any of the properties described in that certain Deed (hereafter “Deed”), and
Schedule A thereto, attached hereto as Annex A, and


·                             to
any of the Transferors’ right, title and interest in, to or arising under that
certain Lease dated October 1, 1973, between Asarco Incorporated and Bear Tooth
Mining Company (as same may have been amended from time to time) and all other
leases, contracts, agreements and other instruments relating to Transferors’
current activities on or pertaining to the Troy



 1
 









 


Mine and Rock Creek
Project, and such related technical data, fixtures and improvements, if any, as
described in the Agreement.


TO
HAVE AND TO HOLD said assets and property, with all of the appurtenances
thereto, unto the Transferee, its successors and assigns for its own use
forever.


For
the same consideration, Transferors hereby transfers and conveys to Transferee
any and all right, title or interest in, to or under the assets intended to be
conveyed herein which Transferors may at any time hereafter acquire.


Anything
herein to the contrary notwithstanding, this document does not transfer or
purport to transfer any of those assets excluded from transfer in accordance
with the terms of the Agreement.


This
instrument and the transfer, sale and assignment to the Transferee of the
assets and property of the Transferors as provided herein is effective upon the
execution and delivery hereof on the date first above written.


Except
for the warranties pertaining to the transfer of the Assets provided in the
Agreement and the Deed, the sale and delivery of the property described in this
instrument are made “As is”, “Where is”, with no implied warranties, including
the implied warranties of merchantability or fitness for a particular purpose.



 2
 









 


IN
WITNESS WHEREOF, the Transferors has caused this instrument to be executed in
its corporate name by an officer duly authorized, all as of the day and year
first above written.


 


	
  

  	
  Signed:

  
	
   

  	
   

  	
   

  
	
   

  	
  Kennecott Montana Company, Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



State of Utah 

County of Salt Lake


This
instrument was acknowledged before me on the
             day of
February, 2000 by                                              as                                                      
of Kennecott Montana Company.


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public 

  	
   

  	
   

  
	
   

  	
   

  	
  My commission expires

  	
   

  	
   

  



 



 3
 









 


Annex A 

To Assignment and Bill of Sale


PROPERTY
DESCRIPTION


 



 4














Exhibit II


DEED


Grantor,
Kennecott Montana Company, a Delaware Corporation, of 224 North 2200 West, Salt
Lake City, Utah 84116, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby grant to Genesis Inc., Grantee, a Montana
Corporation, whose address is 2301 Colonial Drive, Helena, Montana 59601, all
the real properties and rights and interests in real properties situated in
Lincoln and Sanders Counties, State of Montana, described in the attached
Schedule A (the “Property”), together with all and singular hereditaments and
appurtenances thereunto belonging or in anywise appertaining. It is the intent
of Grantor to hereby transfer to Grantee all of its right, title and interest,
including any after acquired title or interest, in and to the real property and
interests in real properties described on Schedule A.


Dated this           
day of February, 2000.


	
   Signed:     

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kennecott Montana Company, Grantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
					



State of Utah 

County of Salt Lake


This instrument was
acknowledged before me on the       day of February,
2000, by                          
as                        
of Kennecott Montana Company.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public 
  

  
	
   

  	
   

  	
  My commission expires

  	
   

  



 











 


Schedule A 

To Deed


PROPERTY
DESCRIPTION


 
















Exhibit III


PROMISSORY NOTE


	
  $5,000,000.00

  	
  February 21, 2000

  



1. Recitals.


(a) This Promissory Note
(the “Note”) is made jointly and severally by STERLING
MINING COMPANY (Sterling), a Montana corporation, and GENESIS INC., a Montana corporation
(collectively referred to herein as “Maker”), and is payable to the order of
Kennecott Montana Company (“Lender”). Lender and any subsequent holder from
time to time of this Note are referred to as “Payee”. The amount owed by Maker
to Lender, repayment of which is evidenced by this Note, is referred to as the “Loan”.


(b) The Loan is made in
connection with that certain Asset Purchase and Sale Agreement (the “Agreement”)
dated as of February 21, 2000, between Lender and Maker and payment of this
Note is secured by a Mortgage, Security Agreement, and Financing Statement made
by Genesis Inc. as mortgagor (the “Mortgage”). Closing of the Agreement is
occurring as of the date hereof.


2. Payments.


(a) Maker hereby promises to
pay to the order of Payee the principal sum of Five Million Dollars
($5,000,000.00), in lawful money of the United States of America, plus simple
interest on that principal sum at the rate of nine percent (9%) per annum,
payable semi-annually in arrears, forty-eight (48) months from the date hereof
(the “Term”). If the common stock of Sterling has been traded on a public
market for no less than thirty (30) calendar days at the time an interest
payment is due, Maker may elect to make that interest payment in cash or
Sterling stock. If Maker elects to make an interest payment in Sterling stock,
for purposes of such payment, the stock shall be valued at the average of its
closing price for each trading day during the 30 calendar days immediately
preceding the payment. If the Sterling stock has not traded on a public market
for at least thirty (30) calendar days at the time an interest payment is due,
Makers may elect to make that interest payment in cash or defer such payment,
the same to be paid in cash not later than the end of the Term. Unpaid interest
shall be accumulated at 9% compounded on a semi-annual basis. If Sterling
should commence trading on a public market and interest has been deferred and
remains unpaid, with respect to such deferred interest amount, Lender may elect
to convert such accumulated amount into Sterling stock at any time until the
end of the Term. For purposes of this conversion, the Sterling stock shall be
valued at the average of its closing price for each trading day during the 30
calendar days immediately preceding the conversion.













(b) All payments on account
of the indebtedness evidenced by the Note shall first be applied to late
charges, costs and fees incurred by Payee in enforcing its rights hereunder or
under the Mortgage, next to interest and the remainder to reduce unpaid
principal of the Loan.


(c) Payment of all amounts
due under this Note shall be sent to the attention of Lender’s President and
made at the office of Lender, 224 North 2200 West, Salt Lake City, Utah 84116,
or such other place as Payee may from time to time designate in writing.


(d) Notwithstanding any
provisions of this Note or any other instrument securing payment of the
indebtedness evidenced by this Note to the contrary, it is the intent of Maker
and Payee that Payee shall never be entitled to receive, collect or apply, as
interest on principal of the indebtedness, any amount in excess of the maximum
rate of interest permitted to be charged by applicable law; and if under any
circumstance whatsoever, fulfillment of any provision of this Note, at the time
performance of such provision shall be due, shall involve exceeding the limit
prescribed by applicable law, then the obligation to be fulfilled shall be
automatically reduced to such limit; and in the event Payee ever receives, collects
or applies as interest any such excess, such amount which would be excess
interest shall be deemed a permitted partial prepayment of principal without
penalty or premium and treated hereunder as such; and if the principal of the
indebtedness secured hereby is paid in full, any remaining excess funds shall
forthwith be paid to Maker. In determining whether or not interest of any kind
payable hereunder exceeds the highest lawful rate, Maker and Payee shall, to
the maximum extent permitted by applicable law, (i) characterize any
nonprincipal payment as an expense, fee or premium rather than as interest and
(ii) amortize, prorate, allocate and spread to the end such payment so that the
interest on account of such indebtedness does not exceed the maximum amount
permitted by applicable law; provided that if the amount of interest received
for the actual period of existence thereof exceeds the maximum lawful rate,
Payee shall refund to Maker the amount of such excess. Payee shall not be
subject to any penalties provided by any laws for contracting for, charging or
receiving interest in excess of the maximum lawful rate.


(e) If payment hereunder
becomes due and payable on a Saturday, Sunday or legal holiday, the due date
thereof shall be extended to the next succeeding business day and interest
shall be payable thereon at the rate specified during such extension.


(f) The entire remaining
balance of this note, including interest, costs and fees, if any, shall, in any
event become due not later than February 21, 2004.


3. Prepayment. This
Note may be prepaid in whole or in part without premium or penalty at any time
upon ten (10) days prior written notice to Payee. All payments made shall be
applied as set forth above.


4. Default and Remedies.


(a) Subject to Maker’s right
to make interest payments in Sterling stock or to defer such payments until the
end of the Term, in the event (i) any part of the principal or interest due
pursuant to this Note is not paid on the date upon which the same becomes due
and remains



 2
 









unpaid
for ten (10) days thereafter, (ii) any Event of Default occurs under the
Mortgage other than under Section 5.1(a)(ii) thereof or (iii) Maker does not
cure a failure to perform or observe any covenant, agreement, term or condition
contained in this Note (other than as specified in clauses (i) or (ii) above)
and such failure shall continue for thirty (30) days after notice of the
occurrence thereof, then in the case of the defaults set forth above
(collectively, “Events of Default”), Payee shall have the option to declare the
unpaid principal of this Note, together with all interest due thereon, at once
due and payable, to proceed with Lender’s rights under the terms of the
Mortgage securing the Payment of this Note and to exercise any and all other
rights and remedies available at law or in equity or under this Note or the
Mortgage.


(b) The remedies of Payee,
as provided herein or in the Mortgage, shall be cumulative and concurrent, and
may be pursued singularly, successively or together, at the sole discretion of
Payee, and may be exercised as often as occasion therefor shall arise. No act
of omission or commission of Payee, including specifically any failure to
exercise any right, remedy or recourse, shall be deemed to be a waiver or
release of the same, such waiver or release to be effected only through a
written document executed by Payee and then only to the extent specifically
recited therein. A waiver or release with reference to any one event shall not
be construed as continuing, as a bar to, or as a waiver or release of, any
subsequent right, remedy or recourse as to a subsequent event.


5. Attorneys’ Fees.
If any Event of Default under this Note shall occur or if suit is filed herein
or if proceedings are held in bankruptcy, receivership, reorganization or other
legal or judicial proceedings for the collection hereof, Maker promises to pay
all costs of collection of every kind, including, but not limited to, all
appraisal costs, attorneys’ fees, court costs and expenses of every kind
incurred by Payee in connection with such collection or the protection or
enforcement of any or all of the security for this Note, whether or not any
lawsuit is filed with respect thereto.


6. Waiver. Except as
otherwise expressly provided herein or in the Mortgage, each maker, guarantor,
surety and endorser hereon waives grace, notice, notice of intent to
accelerate, notice of default, protest, demand, presentment for payment and
diligence in the collection of this Note, and in the filing of suit hereon, and
agrees that his, her or its liability and liability of his, her or its heirs,
beneficiaries, successors and assigns for the payment hereof shall not be
affected or impaired by any release or change in the security or by any
increase, modification, renewal or extension of the indebtedness or its mode
and time of payment. It is specifically agreed by the undersigned that the
Payee shall have the right at all times to decline to make any such release or
change in any security given to secure the payment hereof.


7. Notices. All notices
or other communications required or permitted hereunder shall be (a) in writing
and shall be deemed to be given when either (i) delivered in person, (ii)
deposited in a regularly maintained receptacle of the United States mail as
registered or certified mail, return receipt requested, postage prepaid, (iii)
received if sent by private courier service, or (iv) Maker refuses delivery by
mail or by private courier service and (b) addressed as follows:



 3
 









 




	
  If to Maker:

  	
   

  	
  Sterling Mining Company
  / Genesis Inc.

  	
   

  
	
   

  	
   

  	
  424 South Sullivan
  Road, Suite 300

  	
   

  
	
   

  	
   

  	
  Veradale, Washington
  99037

  	
   

  
	
   

  	
   

  	
  Attention: CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  If
  to Payee:

  	
   

  	
  Kennecott Montana
  Company

  	
   

  
	
   

  	
   

  	
  224 North 2200 West

  	
   

  
	
   

  	
   

  	
  Salt Lake City, Utah
  84116

  	
   

  
	
   

  	
   

  	
  Attention: President

  	
   

  






 


8. Miscellaneous.


(a) The headings of the
paragraphs of this Note are inserted for convenience only and shall not be
deemed to constitute a part hereof.


(b) Except as otherwise
provided herein, all payments under this Note shall be payable in lawful money
of the United States which shall be legal tender for public and private debts
at the time of payment; provided that a check will be deemed sufficient payment
so long as it clears when presented for payment. Each payment of principal or interest
under this Note shall be paid not later than 3:00 p.m. Mountain Standard Time
on the date due therefor and funds received after that hour shall be deemed to
have been received by Payee on the following day.


(c) This Note shall be
governed and construed under the laws of the State of Montana.


9. Severability. If
any provision of this Note or any payments pursuant to the terms hereof shall
be invalid or unenforceable to any extent, the remainder of this Note and any
other payments hereunder shall not be affected thereby and shall be enforceable
to the greatest extent permitted by law.


IN WITNESS WHEREOF, Maker
has executed, sealed and delivered this Note as of the day and year first above
written.


	
  Genesis Inc.

  A Montana corporation

  	
  Sterling Mining Company

  A Montana Corporation

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 



 4














Exhibit
IV


The
Land


Troy Mine — Patented Mining claims — Lincoln County




	
  Name of Claim

  	
   

  	
  Mineral Survey Number

  	
   

  
	
  Daniel Lee No. 6

  	
   

  	
  10927

  	
   

  
	
  Daniel Lee No. 7

  	
   

  	
  10927

  	
   

  
	
  Ape No. 16

  	
   

  	
  10926

  	
   

  
	
  Ape No. 17

  	
   

  	
  10926

  	
   

  
	
  Ape No. 27

  	
   

  	
  10926

  	
   

  
	
  Ape No. 28

  	
   

  	
  10926

  	
   

  
	
  Ape No. 29

  	
   

  	
  10926

  	
   

  
	
  Ape No. 30

  	
   

  	
  10926

  	
   

  
	
  Ape No. 38

  	
   

  	
  10926

  	
   

  
	
  Ape No. 39

  	
   

  	
  10926

  	
   

  
	
  Ape No. 40

  	
   

  	
  10926

  	
   

  
	
  Ape No. 41

  	
   

  	
  10926

  	
   

  
	
  Ape No. 42

  	
   

  	
  10926

  	
   

  
	
  Ape No. 43

  	
   

  	
  10926

  	
   

  
	
  Ape No. 45

  	
   

  	
  10926

  	
   

  
	
  Ape No. 46

  	
   

  	
  10926

  	
   

  
	
  Ape No. 47

  	
   

  	
  10926

  	
   

  
	
  Ape No. 48

  	
   

  	
  10926

  	
   

  
	
  Ape No. 49

  	
   

  	
  10926

  	
   

  
	
  Ape No. 50

  	
   

  	
  10926

  	
   

  
	
  Ape No. 56

  	
   

  	
  10926

  	
   

  
	
  Ape No. 57

  	
   

  	
  10926

  	
   

  
	
  Ape No. 58

  	
   

  	
  10926

  	
   

  
	
  Ape No. 77

  	
   

  	
  10925

  	
   

  






 


Troy Mine —Fee Ground— Lincoln County


	
  County

  	
   

  	
  Description

  	
   

  	
  Approximate Acreage

  	
   

  
	
  Lincoln

  	
   

  	
  T29N R33W Sec 6 

  TR 2A in NE 

  Tax # 5680

  	
   

  	
  114.087

  	
   

  
	
  Lincoln

  	
   

  	
  T29N R33W Sec 6 

  TR 2B in NE; Tr 1A1 in SE 

  Tax # 5681

  	
   

  	
  19.720

  	
   

  
	
  Lincoln

  	
   

  	
  T29N R33W Sec 7 

  TR 2A2 in N2 & SW 

  Tax # 5682

  	
   

  	
  28.401

  	
   

  
	
  Lincoln

  	
   

  	
  T29N R34W Sec 12 

  TR 1B in SE 

  Tax # 5683

  	
   

  	
  12.120

  	
   

  
	
  Lincoln

  	
   

  	
  T30N R33W Sec 31 

  E2 Less R/W 

  Tax # 5684

  	
   

  	
  319.240

  	
   

  



 











 


	
  County

  	
   

  	
  Description

  	
   

  	
  Approximate Acreage

  	
   

  
	
  Lincoln

  	
   

  	
  T30N R33W Sec 32 

  E2NW, N2SW, SWSW 

  TR 3B in SESW, TR 3A1 in SWSE 

  Tax # 5685

  	
   

  	
  241.375

  	
   

  
	
  Lincoln

  	
   

  	
  T30N R33W Sec 32 

  TR 3C in SESW and in SWSE 

  TR 3A2 in SWSE 

  Tax # 5686

  	
   

  	
  8.721

  	
   

  
	
  Lincoln

  	
   

  	
  T29N R33W Sec 5 

  TR 1A1 in N2NW 

  Tax # 5687

  	
   

  	
  12.400

  	
   

  
	
  Lincoln

  	
   

  	
  T29N R33W Sec 5 

  TR 1A2 in N2NW 

  Tax # 5688

  	
   

  	
  6.287

  	
   

  



 


Troy Mine — Unpatented
Mining Claims — Lincoln County


CLAIM GROUP IV


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Daniel Lee 1 Am.

  	
   

  	
  M MC 30934

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  123

  	
   

  	
  66

  	
   

  
	
  Daniel Lee 2 Am.

  	
   

  	
  30935

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  123

  	
   

  	
  67

  	
   

  
	
  Daniel Lee 3

  	
   

  	
  30936

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  123

  	
   

  	
  68

  	
   

  
	
  Daniel Lee 4

  	
   

  	
  30937

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  427

  	
   

  
	
  Daniel Lee 5 Am.

  	
   

  	
  M MC 10067

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  324

  	
   

  
	
  Daniel Lee 8

  	
   

  	
  30938

  	
   

  	
  26,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  451

  	
   

  
	
  Daniel Lee 9

  	
   

  	
  30939

  	
   

  	
  26,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  452

  	
   

  
	
  Daniel Lee 10

  	
   

  	
  30940

  	
   

  	
  26,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  493

  	
   

  
	
  Daniel Lee 11

  	
   

  	
  30941

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  492

  	
   

  
	
  Daniel Lee 12

  	
   

  	
  30942

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  488

  	
   

  
	
  Daniel Lee 13

  	
   

  	
  30943

  	
   

  	
  26,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  487

  	
   

  
	
  Daniel Lee 14

  	
   

  	
  30944

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  486

  	
   

  
	
  Daniel Lee 15 Am.

  	
   

  	
  30945

  	
   

  	
  22,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  326

  	
   

  
	
  Daniel Lee 16

  	
   

  	
  30946

  	
   

  	
  22,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  484

  	
   

  
	
  Daniel Lee 17 Am.

  	
   

  	
  30947

  	
   

  	
  22,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  328

  	
   

  
	
  Daniel Lee 18 Am.

  	
   

  	
  30948

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  330

  	
   

  
	
  Daniel Lee 19

  	
   

  	
  30949

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  490

  	
   

  
	
  Daniel Lee 20

  	
   

  	
  30950

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  489

  	
   

  
	
  Daniel Lee 21 Am.

  	
   

  	
  30951

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  332

  	
   

  
	
  Daniel Lee 22 Am.

  	
   

  	
  30952

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  334

  	
   

  
	
  Daniel Lee 23 Am.

  	
   

  	
  30953

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  336

  	
   

  
	
  Daniel Lee 24 Am.

  	
   

  	
  30954

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  338

  	
   

  
	
  Daniel Lee 25

  	
   

  	
  30955

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  571

  	
   

  
	
  Daniel Lee 26 Am.

  	
   

  	
  30956

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  340

  	
   

  
	
  Daniel Lee 27

  	
   

  	
  30957

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  575

  	
   

  
	
  Daniel Lee 28

  	
   

  	
  30958

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  577

  	
   

  
	
  Daniel Lee 34

  	
   

  	
  30959

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  367

  	
   

  
	
  Daniel Lee 35

  	
   

  	
  30960

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  369

  	
   

  



 











CLAIM GROUP IV
(Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Daniel Lee 36

  	
   

  	
  M MC 30961

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  371

  	
   

  
	
  Daniel Lee 37

  	
   

  	
  30962

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  373

  	
   

  
	
  Daniel Lee 38

  	
   

  	
  30963

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  375

  	
   

  
	
  Daniel Lee 39

  	
   

  	
  M MC 30964

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  377

  	
   

  
	
  Daniel Lee 40

  	
   

  	
  30965

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  379

  	
   

  
	
  Daniel Lee 41 Am.

  	
   

  	
  30966

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  342

  	
   

  
	
  Daniel Lee 42

  	
   

  	
  30967

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  383

  	
   

  
	
  Daniel Lee 43

  	
   

  	
  30968

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  408

  	
   

  
	
  Daniel Lee 44

  	
   

  	
  30969

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  438

  	
   

  
	
  Daniel Lee 45

  	
   

  	
  30970

  	
   

  	
  15,22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  440

  	
   

  
	
  Daniel Lee 46

  	
   

  	
  30971

  	
   

  	
  15,22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  442

  	
   

  
	
  Daniel Lee 47

  	
   

  	
  30972

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  444

  	
   

  
	
  Daniel Lee 48

  	
   

  	
  30973

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  446

  	
   

  
	
  Daniel Lee 49

  	
   

  	
  30974

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  448

  	
   

  
	
  Daniel Lee 50

  	
   

  	
  30975

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  450

  	
   

  
	
  Daniel Lee 51

  	
   

  	
  30976

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  452

  	
   

  
	
  Daniel Lee 52

  	
   

  	
  30977

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  454

  	
   

  
	
  Daniel Lee 53

  	
   

  	
  30978

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  456

  	
   

  
	
  Daniel Lee 54 Am.

  	
   

  	
  30979

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  344

  	
   

  
	
  Daniel Lee 55 Am.

  	
   

  	
  30980

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  346

  	
   

  
	
  Daniel Lee 56

  	
   

  	
  30981

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  462

  	
   

  
	
  Daniel Lee 57

  	
   

  	
  30982

  	
   

  	
  22,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  464

  	
   

  
	
  Daniel Lee 58 Am.

  	
   

  	
  30983

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  348

  	
   

  
	
  Rainy Day 1 Am.

  	
   

  	
  M MC 30984

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  320

  	
   

  
	
  Rainy Day 2 Am.

  	
   

  	
  30985

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  322

  	
   

  
	
  Cog 73

  	
   

  	
  31019

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  163

  	
   

  	
  447

  	
   

  
	
  Cog 74

  	
   

  	
  31020

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  163

  	
   

  	
  449

  	
   

  
	
  Harland G.

  	
   

  	
  10068

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  59

  	
   

  	
  364

  	
   

  
	
  Holleran Am.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hazel

  	
   

  	
  31021

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  143

  	
   

  	
  337

  	
   

  
	
  Slide

  	
   

  	
  31022

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  142

  	
   

  	
  77

  	
   

  
	
  Morning Star

  	
   

  	
  31023

  	
   

  	
  5,6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  143

  	
   

  	
  201

  	
   

  
	
  Slide Mine 1

  	
   

  	
  31024

  	
   

  	
  6,7

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  143

  	
   

  	
  151

  	
   

  
	
  Slide Mine 3

  	
   

  	
  31025

  	
   

  	
  7

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  143

  	
   

  	
  336

  	
   

  
	
  Ape l

  	
   

  	
  31026

  	
   

  	
  25,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  537

  	
   

  
	
  Ape 2

  	
   

  	
  31027

  	
   

  	
  25,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  539

  	
   

  
	
  Ape 3

  	
   

  	
  31028

  	
   

  	
  25,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  541

  	
   

  
	
  Ape 4

  	
   

  	
  31029

  	
   

  	
  25,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  543

  	
   

  
	
  Ape 5

  	
   

  	
  31030

  	
   

  	
  25,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  545

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  35,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  545

  	
   

  
	
  Ape 6

  	
   

  	
  31031

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  547

  	
   

  
	
  Ape 7 Am.

  	
   

  	
  10063

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  350

  	
   

  
	
  Ape 8 Am.

  	
   

  	
  10064

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  352

  	
   

  
	
  Ape 9 Am.

  	
   

  	
  10065

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  354

  	
   

  
	
  Ape 10 Am.

  	
   

  	
  31032

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  207

  	
   

  
	
  Ape 11 Am.

  	
   

  	
  M MC 31033

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  209

  	
   

  
	
  Ape 12 Am.

  	
   

  	
  31034

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  211

  	
   

  



 











CLAIM GROUP IV
(Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Ape 13 Am.

  	
   

  	
  M MC 31035

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  213

  	
   

  
	
  Ape 14 Am.

  	
   

  	
  10061

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  356

  	
   

  
	
  Ape 15 Am.

  	
   

  	
  10062

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  358

  	
   

  
	
  Ape 18 Am.

  	
   

  	
  10069

  	
   

  	
  35,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  360

  	
   

  
	
  Ape 19

  	
   

  	
  31036

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  573

  	
   

  
	
  Ape 20

  	
   

  	
  31037

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  575

  	
   

  
	
  Ape 21

  	
   

  	
  31038

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  577

  	
   

  
	
  Ape 22

  	
   

  	
  31039

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  579

  	
   

  
	
  Ape 23

  	
   

  	
  31040

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  581

  	
   

  
	
  Ape 24

  	
   

  	
  31041

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  583

  	
   

  
	
  Ape 25

  	
   

  	
  31042

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  585

  	
   

  
	
  Ape 26 Am.

  	
   

  	
  10066

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  59

  	
   

  	
  362

  	
   

  
	
  Ape 31

  	
   

  	
  31043

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  597

  	
   

  
	
  Ape 32

  	
   

  	
  31044

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  143

  	
   

  	
  599

  	
   

  
	
  Ape 33

  	
   

  	
  31045

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  1

  	
   

  
	
  Ape 34

  	
   

  	
  31046

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  3

  	
   

  
	
  Ape 35

  	
   

  	
  31047

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  5

  	
   

  
	
  Ape 36

  	
   

  	
  31048

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  7

  	
   

  
	
  Ape 37

  	
   

  	
  31049

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  9

  	
   

  
	
  Ape 44

  	
   

  	
  31050

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  23

  	
   

  
	
  Ape 51

  	
   

  	
  31051

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  37

  	
   

  
	
  Ape 52

  	
   

  	
  31052

  	
   

  	
  1

  	
   

  	
  T28N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  39

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  39

  	
   

  
	
  Ape 53

  	
   

  	
  M MC 31053

  	
   

  	
  1

  	
   

  	
  T28N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  41

  	
   

  
	
  Ape 59 Am.

  	
   

  	
  31056

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  7

  	
   

  	
  29

  	
   

  
	
  Ape 60

  	
   

  	
  31057

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  55

  	
   

  
	
  Ape 61

  	
   

  	
  31058

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  57

  	
   

  
	
  Ape 62

  	
   

  	
  31059

  	
   

  	
  7

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  59

  	
   

  
	
  Ape 69

  	
   

  	
  31066

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  73

  	
   

  
	
  Ape 70

  	
   

  	
  31067

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  75

  	
   

  
	
  Ape 71

  	
   

  	
  31068

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  77

  	
   

  
	
  Ape 72 Am.

  	
   

  	
  31069

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  229

  	
   

  
	
  Ape 73 Am.

  	
   

  	
  31070

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  6

  	
   

  	
  854

  	
   

  
	
  Ape 74

  	
   

  	
  31071

  	
   

  	
  5,6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  83

  	
   

  
	
  Ape 75

  	
   

  	
  31072

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  85

  	
   

  
	
  Ape 76

  	
   

  	
  31073

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  87

  	
   

  
	
  Ape 78

  	
   

  	
  31074

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  91

  	
   

  
	
  Ape 79

  	
   

  	
  31075

  	
   

  	
  6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  93

  	
   

  
	
  Ape 80

  	
   

  	
  31076

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  95

  	
   

  
	
  Ape 81

  	
   

  	
  M MC 31077

  	
   

  	
  5,8

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  97

  	
   

  
	
  Ape 82

  	
   

  	
  31078

  	
   

  	
  5,6,7,8

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  99

  	
   

  
	
  Ape 83

  	
   

  	
  31079

  	
   

  	
  6,7

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  101

  	
   

  
	
  Ape 84

  	
   

  	
  31080

  	
   

  	
  6,7

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  103

  	
   

  
	
  Ape 85

  	
   

  	
  31081

  	
   

  	
  6,7

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  146

  	
   

  	
  105

  	
   

  
	
  Ape 100

  	
   

  	
  31082

  	
   

  	
  5,8

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  3

  	
   

  	
  563

  	
   

  
	
  Ape 101

  	
   

  	
  31083

  	
   

  	
  5,6,7,8,

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  3

  	
   

  	
  565

  	
   

  
	
  Ape 102

  	
   

  	
  31084

  	
   

  	
  5,6

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  3

  	
   

  	
  567

  	
   

  



 











CLAIM GROUP IV
(Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Ape 103

  	
   

  	
  M MC 31085

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  3

  	
   

  	
  569

  	
   

  
	
  Ape 200

  	
   

  	
  31086

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  7

  	
   

  	
  617

  	
   

  
	
  Beagle 1

  	
   

  	
  31087

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  135

  	
   

  
	
  Beagle 2

  	
   

  	
  31088

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  137

  	
   

  
	
  Beagle 3

  	
   

  	
  31089

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  139

  	
   

  
	
  Beagle 4

  	
   

  	
  31090

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  141

  	
   

  
	
  Beagle 5 Am.

  	
   

  	
  31091

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  360

  	
   

  
	
  Beagle 6

  	
   

  	
  31092

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  145

  	
   

  
	
  Beagle 7

  	
   

  	
  31093

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  147

  	
   

  
	
  Beagle 8

  	
   

  	
  31094

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  149

  	
   

  
	
  Beagle 9

  	
   

  	
  33095

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  151

  	
   

  
	
  Beagle 10

  	
   

  	
  31096

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  153

  	
   

  
	
  Beagle 11

  	
   

  	
  31097

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  586

  	
   

  
	
  Beagle 12 Am.

  	
   

  	
  31098

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  362

  	
   

  
	
  Beagle 13

  	
   

  	
  31099

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  590

  	
   

  
	
  Beagle 14

  	
   

  	
  31100

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  592

  	
   

  
	
  Beagle 15

  	
   

  	
  31101

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  594

  	
   

  
	
  Beagle 16

  	
   

  	
  31102

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  155

  	
   

  
	
  Beagle 17

  	
   

  	
  31103

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  157

  	
   

  
	
  Beagle 18

  	
   

  	
  31104

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  159

  	
   

  
	
  Beagle 19

  	
   

  	
  31105

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  161

  	
   

  
	
  Beagle 21

  	
   

  	
  31107

  	
   

  	
  26,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  165

  	
   

  
	
  Beagle 22

  	
   

  	
  31108

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  167

  	
   

  
	
  Beagle 23

  	
   

  	
  M MC 31109

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  169

  	
   

  
	
  Beagle 24

  	
   

  	
  31110

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  171

  	
   

  
	
  Beagle 25

  	
   

  	
  31111

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  596

  	
   

  
	
  Beagle 26

  	
   

  	
  31112

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  173

  	
   

  
	
  Beagle 27

  	
   

  	
  31113

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  175

  	
   

  
	
  Beagle 30

  	
   

  	
  31115

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  167

  	
   

  	
  419

  	
   

  
	
  Beagle 31

  	
   

  	
  31116

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  598

  	
   

  
	
  Beagle 32

  	
   

  	
  31117

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  146

  	
   

  	
  600

  	
   

  
	
  Beagle 34

  	
   

  	
  31119

  	
   

  	
  26,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  181

  	
   

  
	
  Beagle 35

  	
   

  	
  31120

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  3

  	
   

  
	
  Beagle 36

  	
   

  	
  M MC 31121

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  183

  	
   

  
	
  Beagle 39

  	
   

  	
  31122

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  5

  	
   

  
	
  Beagle 40

  	
   

  	
  31123

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  7

  	
   

  
	
  Beagle 41

  	
   

  	
  31124

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  9

  	
   

  
	
  Beagle 42

  	
   

  	
  31125

  	
   

  	
  27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  11

  	
   

  
	
  Beagle 50

  	
   

  	
  31126

  	
   

  	
  35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  27

  	
   

  
	
  Beagle 54

  	
   

  	
  31129

  	
   

  	
  34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  35

  	
   

  
	
  Beagle 55

  	
   

  	
  31130

  	
   

  	
  34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  37

  	
   

  
	
  Beagle 56

  	
   

  	
  31131

  	
   

  	
  26,27

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  185

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  34,35

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  185

  	
   

  
	
  Beagle 57

  	
   

  	
  M MC 31132

  	
   

  	
  27,34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  39

  	
   

  
	
  Beagle 58

  	
   

  	
  31133

  	
   

  	
  34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  41

  	
   

  
	
  Beagle 63

  	
   

  	
  31138

  	
   

  	
  34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  51

  	
   

  



 











CLAIM GROUP IV (Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Beagle 64

  	
   

  	
  M MC 31139

  	
   

  	
  27,34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  53

  	
   

  
	
  Beagle 65

  	
   

  	
  31140

  	
   

  	
  27,34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  55

  	
   

  
	
  Beagle 72

  	
   

  	
  31147

  	
   

  	
  27,34

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  68

  	
   

  
	
  Beagle 94

  	
   

  	
  31154

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  189

  	
   

  
	
  Beagle 95 Am.

  	
   

  	
  52386

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  61

  	
   

  	
  973

  	
   

  
	
  Beagle 97 Am.

  	
   

  	
  52388

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  61

  	
   

  	
  971

  	
   

  
	
  Beagle 98

  	
   

  	
  52389

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  61

  	
   

  	
  967

  	
   

  
	
  Coon 1

  	
   

  	
  31155

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  262

  	
   

  
	
  Coon 2

  	
   

  	
  31156

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  264

  	
   

  
	
  Coon 3

  	
   

  	
  31157

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  266

  	
   

  
	
  Coon 4

  	
   

  	
  31158

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  268

  	
   

  
	
  Coon 5

  	
   

  	
  31159

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  270

  	
   

  
	
  Coon 6

  	
   

  	
  31160

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  272

  	
   

  
	
  Coon 7

  	
   

  	
  31161

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  274

  	
   

  
	
  Coon 8

  	
   

  	
  31162

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  276

  	
   

  
	
  Coon 9

  	
   

  	
  31163

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  278

  	
   

  
	
  Coon 10

  	
   

  	
  31164

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  280

  	
   

  
	
  Coon 11

  	
   

  	
  31165

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  282

  	
   

  
	
  Coon 12

  	
   

  	
  31166

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  284

  	
   

  
	
  Coon 13

  	
   

  	
  31167

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  286

  	
   

  
	
  Coon 14

  	
   

  	
  31168

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  288

  	
   

  
	
  Coon 15

  	
   

  	
  31169

  	
   

  	
  36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  290

  	
   

  
	
  Coon 16

  	
   

  	
  31170

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  292

  	
   

  
	
  Coon 17

  	
   

  	
  31171

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  294

  	
   

  
	
  Coon 18

  	
   

  	
  M MC 31172

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  296

  	
   

  
	
  Coon 19

  	
   

  	
  31173

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  298

  	
   

  
	
  Coon 20

  	
   

  	
  31174

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  300

  	
   

  
	
  Coon 21

  	
   

  	
  31175

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  302

  	
   

  
	
  Coon 22

  	
   

  	
  M MC 31176

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  336

  	
   

  
	
  Coon 23

  	
   

  	
  31177

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  338

  	
   

  
	
  Coon 24

  	
   

  	
  31178

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  340

  	
   

  
	
  Coon 25

  	
   

  	
  31179

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  342

  	
   

  
	
  Coon 26

  	
   

  	
  31180

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  344

  	
   

  
	
  Coon 27

  	
   

  	
  31181

  	
   

  	
  5

  	
   

  	
  T28N

  	
   

  	
  R33W

  	
   

  	
  149

  	
   

  	
  346

  	
   

  
	
  Coon 28

  	
   

  	
  31182

  	
   

  	
  31

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  348

  	
   

  
	
  Coon 29

  	
   

  	
  31183

  	
   

  	
  31,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  350

  	
   

  
	
  Coon 30

  	
   

  	
  31184

  	
   

  	
  31,36

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  352

  	
   

  
	
  Coon 31

  	
   

  	
  31185

  	
   

  	
  31

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  149

  	
   

  	
  354

  	
   

  
	
  Steboma 39

  	
   

  	
  31224

  	
   

  	
  13

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  9

  	
   

  
	
  Steboma 40

  	
   

  	
  31225

  	
   

  	
  13

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  11

  	
   

  
	
  Steboma 41

  	
   

  	
  31226

  	
   

  	
  13,14

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  13

  	
   

  
	
  Steboma 42

  	
   

  	
  31227

  	
   

  	
  14,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  15

  	
   

  



 











CLAIM GROUP IV (Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  	
   

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Steboma 43

  	
   

  	
  M MC 31228

  	
   

  	
  22,23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  17

  	
   

  
	
  Steboma 44

  	
   

  	
  31229

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  19

  	
   

  
	
  Steboma 45

  	
   

  	
  31230

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  21

  	
   

  
	
  Steboma 46

  	
   

  	
  31231

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  23

  	
   

  
	
  Steboma 47

  	
   

  	
  31232

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  25

  	
   

  
	
  Steboma 48

  	
   

  	
  31233

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  27

  	
   

  
	
  Steboma 49

  	
   

  	
  31234

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  29

  	
   

  
	
  Steboma 50

  	
   

  	
  31235

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  31

  	
   

  
	
  Steboma 51

  	
   

  	
  31236

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  33

  	
   

  
	
  Steboma 52

  	
   

  	
  31237

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  35

  	
   

  
	
  Steboma 53

  	
   

  	
  31238

  	
   

  	
  23,24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  37

  	
   

  
	
  Steboma 54

  	
   

  	
  31239

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  39

  	
   

  
	
  Steboma 55

  	
   

  	
  31240

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  41

  	
   

  
	
  Steboma 56

  	
   

  	
  31241

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  43

  	
   

  
	
  Steboma 57

  	
   

  	
  31242

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  45

  	
   

  
	
  Steboma 65

  	
   

  	
  31250

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  61

  	
   

  
	
  Steboma 66

  	
   

  	
  31251

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  63

  	
   

  
	
  Steboma 67

  	
   

  	
  31252

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  65

  	
   

  
	
  Steboma 68

  	
   

  	
  31253

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  67

  	
   

  
	
  Steboma 69

  	
   

  	
  31254

  	
   

  	
  23,24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  69

  	
   

  
	
  Steboma 70

  	
   

  	
  31255

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  71

  	
   

  
	
  Steboma 71

  	
   

  	
  31256

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  73

  	
   

  
	
  Steboma 72

  	
   

  	
  31257

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  75

  	
   

  
	
  Steboma 73

  	
   

  	
  31258

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  77

  	
   

  
	
  Steboma 74

  	
   

  	
  M MC 31259

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  79

  	
   

  
	
  Steboma 75

  	
   

  	
  31260

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  81

  	
   

  
	
  Steboma 76

  	
   

  	
  M MC 31261

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  83

  	
   

  
	
  Steboma 77

  	
   

  	
  31262

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  85

  	
   

  
	
  Steboma 78

  	
   

  	
  31263

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  374

  	
   

  
	
  Steboma 79

  	
   

  	
  31264

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  376

  	
   

  
	
  Steboma 80

  	
   

  	
  31265

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  378

  	
   

  
	
  Steboma 81

  	
   

  	
  31266

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  380

  	
   

  
	
  Steboma 82

  	
   

  	
  31267

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  415

  	
   

  
	
  Steboma 83

  	
   

  	
  31268

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  417

  	
   

  
	
  Steboma 84

  	
   

  	
  31269

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  419

  	
   

  
	
  Steboma 85

  	
   

  	
  31270

  	
   

  	
  23,24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  421

  	
   

  
	
  Steboma 86

  	
   

  	
  31271

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  569

  	
   

  
	
  Steboma 87

  	
   

  	
  31272

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  571

  	
   

  
	
  Steboma 88

  	
   

  	
  31273

  	
   

  	
  24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  573

  	
   

  
	
  Steboma 94

  	
   

  	
  31279

  	
   

  	
  24,25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  585

  	
   

  
	
  Steboma 95

  	
   

  	
  31280

  	
   

  	
  24,25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  637

  	
   

  
	
  Steboma 96

  	
   

  	
  31281

  	
   

  	
  24,25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  639

  	
   

  
	
  Steboma 97

  	
   

  	
  31282

  	
   

  	
  23,24

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  641

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  25,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  641

  	
   

  
	
  Steboma 98

  	
   

  	
  M MC 31283

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  643

  	
   

  
	
  Steboma 99

  	
   

  	
  31284

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  645

  	
   

  



 











CLAIM GROUP IV
(Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Steboma 100

  	
   

  	
  31285

  	
   

  	
  23,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  647

  	
   

  
	
  Steboma 101

  	
   

  	
  31286

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  649

  	
   

  
	
  Steboma 102

  	
   

  	
  31287

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  651

  	
   

  
	
  Steboma 103

  	
   

  	
  31288

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  653

  	
   

  
	
  Steboma 104

  	
   

  	
  31289

  	
   

  	
  25,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  655

  	
   

  
	
  Steboma 105

  	
   

  	
  31290

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  657

  	
   

  
	
  Steboma 106

  	
   

  	
  31291

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  659

  	
   

  
	
  Steboma 107

  	
   

  	
  31292

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  661

  	
   

  
	
  Steboma 108

  	
   

  	
  31293

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  663

  	
   

  
	
  Steboma 109

  	
   

  	
  31294

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  665

  	
   

  
	
  Steboma 110

  	
   

  	
  31295

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  667

  	
   

  
	
  Steboma 111

  	
   

  	
  31296

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  669

  	
   

  
	
  Steboma 112

  	
   

  	
  31297

  	
   

  	
  25,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  671

  	
   

  
	
  Steboma 113

  	
   

  	
  31298

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  673

  	
   

  
	
  Steboma 114

  	
   

  	
  31299

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  675

  	
   

  
	
  Steboma 115

  	
   

  	
  31300

  	
   

  	
  26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  677

  	
   

  
	
  Steboma 116

  	
   

  	
  31301

  	
   

  	
  25,26

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  679

  	
   

  
	
  Steboma 117

  	
   

  	
  31302

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  681

  	
   

  
	
  Steboma 118

  	
   

  	
  31303

  	
   

  	
  25

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  683

  	
   

  
	
  Steboma 119

  	
   

  	
  31304

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  24

  	
   

  	
  685

  	
   

  
	
  Steboma 120

  	
   

  	
  M MC 31305

  	
   

  	
  22

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  27

  	
   

  	
  513

  	
   

  
	
  Steboma 121

  	
   

  	
  31306

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  27

  	
   

  	
  515

  	
   

  
	
  Steboma 122

  	
   

  	
  31307

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  27

  	
   

  	
  517

  	
   

  
	
  Steboma 123

  	
   

  	
  52390

  	
   

  	
  23

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  60

  	
   

  	
  915

  	
   

  
	
  Rambo 1

  	
   

  	
  31308

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  718

  	
   

  
	
  Rambo 2

  	
   

  	
  31309

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  720

  	
   

  
	
  Rambo 3

  	
   

  	
  31310

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  722

  	
   

  
	
  Rambo 4

  	
   

  	
  M MC 31311

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  724

  	
   

  
	
  Rambo 5

  	
   

  	
  31312

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  726

  	
   

  
	
  Rambo 6

  	
   

  	
  31313

  	
   

  	
  14,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  728

  	
   

  
	
  Rambo 7

  	
   

  	
  31314

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  730

  	
   

  
	
  Rambo 8

  	
   

  	
  31315

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  732

  	
   

  
	
  Rambo 9

  	
   

  	
  31316

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  734

  	
   

  
	
  Rambo 10

  	
   

  	
  31317

  	
   

  	
  14,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  736

  	
   

  
	
  Rat 1

  	
   

  	
  31318

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  455

  	
   

  
	
  Rat 2

  	
   

  	
  31319

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  457

  	
   

  
	
  Rat 3

  	
   

  	
  31320

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  459

  	
   

  
	
  Rat 4

  	
   

  	
  31321

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  461

  	
   

  
	
  Rat 5 Am.

  	
   

  	
  31322

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  714

  	
   

  
	
  Rat 6 Am.

  	
   

  	
  31323

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  23

  	
   

  	
  716

  	
   

  
	
  Rat 19

  	
   

  	
  31324

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  483

  	
   

  
	
  Rat 20

  	
   

  	
  31325

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  485

  	
   

  
	
  Rat 21

  	
   

  	
  31326

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  487

  	
   

  
	
  Rat 22

  	
   

  	
  31327

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  489

  	
   

  
	
  Prix 23

  	
   

  	
  31328

  	
   

  	
  16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  153

  	
   

  	
  470

  	
   

  
	
  Prix 24

  	
   

  	
  31329

  	
   

  	
  16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  153

  	
   

  	
  472

  	
   

  
	
  Prix 25

  	
   

  	
  31330

  	
   

  	
  16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  153

  	
   

  	
  474

  	
   

  



 











CLAIM GROUP IV
(Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Prix 26

  	
   

  	
  31331

  	
   

  	
  16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  153

  	
   

  	
  476

  	
   

  
	
  Gros 9

  	
   

  	
  31332

  	
   

  	
  15,16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  305

  	
   

  
	
  Gros 10

  	
   

  	
  31333

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  307

  	
   

  
	
  Gros 11

  	
   

  	
  31334

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  309

  	
   

  
	
  Gros 12

  	
   

  	
  31335

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  311

  	
   

  
	
  Gros 13

  	
   

  	
  31336

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  313

  	
   

  
	
  Gros 14

  	
   

  	
  31337

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  315

  	
   

  
	
  Gros 15

  	
   

  	
  31338

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  317

  	
   

  
	
  Gros 16

  	
   

  	
  31339

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  319

  	
   

  
	
  Gros 17

  	
   

  	
  31340

  	
   

  	
  15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  321

  	
   

  
	
  Gros 18

  	
   

  	
  31341

  	
   

  	
  15,16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  323

  	
   

  
	
  Gros 32

  	
   

  	
  31342

  	
   

  	
  9,10,15,16

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  351

  	
   

  
	
  Gros 33

  	
   

  	
  31343

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  353

  	
   

  
	
  Gros 34

  	
   

  	
  31344

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  355

  	
   

  
	
  Gros 35

  	
   

  	
  31345

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  357

  	
   

  
	
  Gros 36

  	
   

  	
  31346

  	
   

  	
  10,15

  	
   

  	
  T29N

  	
   

  	
  R34W

  	
   

  	
  158

  	
   

  	
  359

  	
   

  



 


Troy Mine - Fee Ground - Sanders County


	
  County

  	
   

  	
  Description

  	
   

  	
  Approximate Acreage

  	
   

  
	
  Sanders

  	
   

  	
  T28N
  R33W Sec 15

  NE1/4, S1/2NW, SW1/4, SE1/4

  Tax # 16041

  	
   

  	
  561.080

  	
   

  
	
  Sanders

  	
   

  	
  T28N R33W Sec 16

  NE1/4 Less Conv.

  	
   

  	
  155.000

  	
   

  



 











Rock Creek Project — Unpatented Mining Claims —
Sanders County


CLAIM GROUP V


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Cur #29 Am.

  	
   

  	
  M MC 29981

  	
   

  	
  34,35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  930

  	
   

  
	
  Cur #30 Am.

  	
   

  	
  29982

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  932

  	
   

  
	
  Cur #38 Am.

  	
   

  	
  29985

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  934

  	
   

  
	
  Cur #39 Am.

  	
   

  	
  29986

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  936

  	
   

  
	
  Cur #40 Am.

  	
   

  	
  29987

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  938

  	
   

  
	
  Cur #41 Am.

  	
   

  	
  29988

  	
   

  	
  34,35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  940

  	
   

  
	
  Cur #51 Am.

  	
   

  	
  29989

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  942

  	
   

  
	
  Cur #52 Am.

  	
   

  	
  29990

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  944

  	
   

  
	
  Cur #53 Am.

  	
   

  	
  29991

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  946

  	
   

  
	
  Cur #56 Am.

  	
   

  	
  29994

  	
   

  	
  35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  42

  	
   

  	
  752

  	
   

  
	
  Cur #72

  	
   

  	
  30000

  	
   

  	
  26,35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  18

  	
   

  	
  503

  	
   

  
	
  Additional Certificate 72-A

  	
   

  	
   

  	
   

  	
  26,35

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  950

  	
   

  
	
  Cur #83

  	
   

  	
  30001

  	
   

  	
  26

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  18

  	
   

  	
  525

  	
   

  



 











CLAIM GROUP V
(Continued)


	
   

  	
   

  	
  BLM

  	
   

  	
  Location

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  Serial No.

  	
   

  	
  Section

  	
   

  	
  Township

  	
   

  	
  Range

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  Additional Certificate 83-A

  	
   

  	
   

  	
   

  	
  26

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  44

  	
   

  	
  952

  	
   

  
	
  Cur #90

  	
   

  	
  30008

  	
   

  	
  25

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  42

  	
   

  	
  776

  	
   

  
	
  Cur #128

  	
   

  	
  30026

  	
   

  	
  25

  	
   

  	
  T27N

  	
   

  	
  R32W

  	
   

  	
  19

  	
   

  	
  65

  	
   

  



 


CLAIM GROUP VI
COPPER GULCH AND ROCK CREEK


Twenty-Five WYNN
unpatented lode mining claims and Twenty-Four CG unpatented lode mining claims
believed to be in our about Sections 21, 22, 24-27, 35 & 36, Township 27
North, Range 32 West, PB&M, Sanders County, State of Montana which are
further described as follows:


	
   

  	
   

  	
   

  	
   

  	
  Recorded

  	
   

  
	
  Name of Claim

  	
   

  	
  BLM Serial No.

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  WYNN 1

  	
   

  	
  84162

  	
   

  	
  39

  	
   

  	
  615

  	
   

  
	
  WYNN 2

  	
   

  	
  84163

  	
   

  	
  39

  	
   

  	
  616

  	
   

  
	
  WYNN 3

  	
   

  	
  84164

  	
   

  	
  39

  	
   

  	
  617

  	
   

  
	
  WYNN 4

  	
   

  	
  84165

  	
   

  	
  39

  	
   

  	
  618

  	
   

  
	
  WYNN 5

  	
   

  	
  84166

  	
   

  	
  39

  	
   

  	
  619

  	
   

  
	
  WYNN 7

  	
   

  	
  84168

  	
   

  	
  39

  	
   

  	
  621

  	
   

  
	
  WYNN 9

  	
   

  	
  84170

  	
   

  	
  39

  	
   

  	
  623

  	
   

  
	
  WYNN 11

  	
   

  	
  84172

  	
   

  	
  39

  	
   

  	
  625

  	
   

  
	
  WYNN 20

  	
   

  	
  84181

  	
   

  	
  39

  	
   

  	
  634

  	
   

  
	
  WYNN 22

  	
   

  	
  84183

  	
   

  	
  39

  	
   

  	
  636

  	
   

  
	
  WYNN 24

  	
   

  	
  84185

  	
   

  	
  39

  	
   

  	
  638

  	
   

  
	
  WYNN 26

  	
   

  	
  84187

  	
   

  	
  39

  	
   

  	
  640

  	
   

  
	
  WYNN 28

  	
   

  	
  84189

  	
   

  	
  40

  	
   

  	
  350

  	
   

  
	
  WYNN 30

  	
   

  	
  84191

  	
   

  	
  40

  	
   

  	
  352

  	
   

  
	
  WYNN 32

  	
   

  	
  84193

  	
   

  	
  40

  	
   

  	
  354

  	
   

  
	
  WYNN 34

  	
   

  	
  84195

  	
   

  	
  40

  	
   

  	
  356

  	
   

  
	
  WYNN 36

  	
   

  	
  84197

  	
   

  	
  40

  	
   

  	
  358

  	
   

  
	
  WYNN 37

  	
   

  	
  84198

  	
   

  	
  40

  	
   

  	
  359

  	
   

  
	
  WYNN 38

  	
   

  	
  84199

  	
   

  	
  40

  	
   

  	
  360

  	
   

  
	
  WYNN 66

  	
   

  	
  84227

  	
   

  	
  40

  	
   

  	
  388

  	
   

  
	
  WYNN 68

  	
   

  	
  84229

  	
   

  	
  40

  	
   

  	
  390

  	
   

  
	
  WYNN 70

  	
   

  	
  84231

  	
   

  	
  40

  	
   

  	
  392

  	
   

  
	
  WYNN 72

  	
   

  	
  84233

  	
   

  	
  40

  	
   

  	
  394

  	
   

  
	
  WYNN 74

  	
   

  	
  84235

  	
   

  	
  40

  	
   

  	
  396

  	
   

  
	
  WYNN 76

  	
   

  	
  84237

  	
   

  	
  40

  	
   

  	
  398

  	
   

  
	
  CG 24A

  	
   

  	
  107690

  	
   

  	
  43

  	
   

  	
  628

  	
   

  
	
  CG 24B

  	
   

  	
  107691

  	
   

  	
  43

  	
   

  	
  629

  	
   

  
	
  CG 60A

  	
   

  	
  107692

  	
   

  	
  43

  	
   

  	
  630

  	
   

  
	
  CG 62A

  	
   

  	
  107694

  	
   

  	
  43

  	
   

  	
  632

  	
   

  
	
  CG 64A

  	
   

  	
  107696

  	
   

  	
  43

  	
   

  	
  634

  	
   

  
	
  CG 66A

  	
   

  	
  107698

  	
   

  	
  43

  	
   

  	
  636

  	
   

  
	
  CG 68A

  	
   

  	
  107700

  	
   

  	
  43

  	
   

  	
  638

  	
   

  
	
  CG 68B

  	
   

  	
  107701

  	
   

  	
  43

  	
   

  	
  639

  	
   

  
	
  CG 70A

  	
   

  	
  107702

  	
   

  	
  43

  	
   

  	
  640

  	
   

  



 











CLAIM GROUP COPPER
GULCH AND ROCK CREEK (Cont’d)


	
  CG 70B

  	
   

  	
  107703

  	
   

  	
  43

  	
   

  	
  641

  	
   

  
	
  CG 71A

  	
   

  	
  107705

  	
   

  	
  43

  	
   

  	
  643

  	
   

  
	
  CG 91A

  	
   

  	
  107706

  	
   

  	
  43

  	
   

  	
  644

  	
   

  
	
  CG 93A

  	
   

  	
  107707

  	
   

  	
  43

  	
   

  	
  645

  	
   

  
	
  CG 95A

  	
   

  	
  107708

  	
   

  	
  43

  	
   

  	
  646

  	
   

  
	
  CG 97A

  	
   

  	
  107709

  	
   

  	
  43

  	
   

  	
  647

  	
   

  
	
  CG 23

  	
   

  	
  83746

  	
   

  	
  39

  	
   

  	
  663

  	
   

  
	
  CG 57

  	
   

  	
  83780

  	
   

  	
  39

  	
   

  	
  697

  	
   

  
	
  CG 59

  	
   

  	
  83782

  	
   

  	
  39

  	
   

  	
  699

  	
   

  
	
  CG 61

  	
   

  	
  83784

  	
   

  	
  39

  	
   

  	
  701

  	
   

  
	
  CG 63

  	
   

  	
  83786

  	
   

  	
  39

  	
   

  	
  703

  	
   

  
	
  CG 65

  	
   

  	
  83788

  	
   

  	
  39

  	
   

  	
  705

  	
   

  
	
  CG 67

  	
   

  	
  83790

  	
   

  	
  39

  	
   

  	
  707

  	
   

  
	
  CG 69

  	
   

  	
  83792

  	
   

  	
  39

  	
   

  	
  709

  	
   

  
	
  CG 71

  	
   

  	
  83794

  	
   

  	
  39

  	
   

  	
  711

  	
   

  



 















Exhibit V 

Mortgage


GENESIS,
INC.

Mortgagor


and


KENNECOTT
MONTANA COMPANY 

Mortgagee






MORTGAGE,

SECURITY AGREEMENT AND

FINANCING STATEMENT






Dated as
of February 21, 2000


This
instrument affects real and personal property situated in the State of Montana,
in Lincoln and Sanders Counties.


A
carbon, photographic or other reproduction of this instrument is sufficient as
a financing statement. This instrument contains after-acquired property
provisions. This instrument secures payment of obligations undertaken by the
Mortgagor in a principal amount of U.S.$15,125,000, together with interest
thereon. This instrument covers proceeds of collateral. This instrument covers
minerals and other substances of value which may be extracted from the earth
and which will be financed at the mine portal of the mines located on the
properties described in Exhibit A hereto. This financing statement is to be
filed for record in the real estate records of the county records of Lincoln
and Sanders Counties. Mortgagor is the record owner of the real estate as set
forth in Exhibit A attached hereto. The Mortgagee is the seller and purchase
money lender of the collateral covered by this financing statement.


For
purposes of recording this instrument as a financing statement, Genesis, Inc.
is the Debtor and Kennecott Montana Company is the Secured Party.


RECORD AND RETURN TO:


Kennecott Montana
Company


224 North 2200
West


Salt Lake City,
Utah 84116


Attn: Controller


 
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  ARTICLE
  1

  	
   

  	
  GRANT OF
  SECURITY INTERESTS

  	
   

  	
  1

  	
   

  
	
  1.1

  	
   

  	
  Grant of Security
  Interests

  	
   

  	
  1

  	
   

  
	
  1.2

  	
   

  	
  Obligations Secured

  	
   

  	
  2

  	
   

  
	
  1.3

  	
   

  	
  Maturity

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
   

  	
  OWNERSHIP
  CONDITION, ETC. OF MORTGAGED PROPERTY

  	
   

  	
  3

  	
   

  
	
  2.1

  	
   

  	
  Certain Definitions

  	
   

  	
  3

  	
   

  
	
  2.2

  	
   

  	
  Recordation

  	
   

  	
  4

  	
   

  
	
  2.3

  	
   

  	
  Payment of Impositions,
  etc.

  	
   

  	
  4

  	
   

  
	
  2.4

  	
   

  	
  Maintenance of
  Existence

  	
   

  	
  4

  	
   

  
	
  2.5

  	
   

  	
  Compliance with Laws;
  Permits

  	
   

  	
  4

  	
   

  
	
  2.6

  	
   

  	
  Adverse Possession

  	
   

  	
  4

  	
   

  
	
  2.7

  	
   

  	
  Records and Inspection

  	
   

  	
  5

  	
   

  
	
  2.8

  	
   

  	
  Defense of Title

  	
   

  	
  5

  	
   

  
	
  2.9

  	
   

  	
  Liens

  	
   

  	
  5

  	
   

  
	
  2.10

  	
   

  	
  Maintenance of
  Ownership of Property

  	
   

  	
  5

  	
   

  
	
  2.11

  	
   

  	
  No Claims Against
  Mortgagee, etc.

  	
   

  	
  5

  	
   

  
	
  2.12

  	
   

  	
  Acquired Property
  Subject to Lien

  	
   

  	
  5

  	
   

  
	
  2.13

  	
   

  	
  Maintenance of Claims

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
   

  	
  INSURANCE:
  DAMAGE, DESTRUCTION OR TAKING, ETC.

  	
   

  	
  6

  	
   

  
	
  3.1

  	
   

  	
  Insurance

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
  3.1.1   Risks to be
  Insured

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
  3.1.2   Policy
  Provisions

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
  3.1.3   Delivery of
  Policies, etc.

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
  3.1.4   Separate
  Insurance

  	
   

  	
  7

  	
   

  
	
  3.2

  	
   

  	
  Taking; Mortgagor to
  Give Notice; Assignment of Awards

  	
   

  	
  7

  	
   

  
	
  3.3

  	
   

  	
  Application of Proceeds

  	
   

  	
  8

  	
   

  
	
  3.4

  	
   

  	
  Total Taking

  	
   

  	
  8

  	
   

  
	
  3.5

  	
   

  	
  Restoration

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
   

  	
  ENVIRONMENTAL
  INDEMNIFICATION

  	
   

  	
  9

  	
   

  
	
  4.1

  	
   

  	
  Indemnification

  	
   

  	
  9

  	
   

  
	
  4.2

  	
   

  	
  Inspection

  	
   

  	
  10

  	
   

  
	
  4.3

  	
   

  	
  Intervention

  	
   

  	
  11

  	
   

  
	
  4.4

  	
   

  	
  Nonexclusivity

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
   

  	
  EVENTS OF
  DEFAULT; REMEDIES, ETC.

  	
   

  	
  11

  	
   

  
	
  5.1

  	
   

  	
  Events of Default;
  Declaration of Note Due

  	
   

  	
  11

  	
   

  
	
  5.2

  	
   

  	
  Legal Proceedings;
  Foreclosure; Rescission

  	
   

  	
  13

  	
   

  
	
  5.3

  	
   

  	
  Power of Sale

  	
   

  	
  13

  	
   

  
	
  5.4

  	
   

  	
  Mortgagee Authorized to
  Execute Deeds, etc.

  	
   

  	
  13

  	
   

  
	
  5.5

  	
   

  	
  Purchase of Mortgaged
  Property by Mortgagee

  	
   

  	
  14

  	
   

  



 



 i
 









 


	
  5.6

  	
   

  	
  Receipt a Sufficient
  Discharge to Purchaser

  	
   

  	
  14

  	
   

  
	
  5.7

  	
   

  	
  Waiver of Appraisement,
  Valuation, etc.

  	
   

  	
  14

  	
   

  
	
  5.8

  	
   

  	
  Note to Become Due on
  Sale

  	
   

  	
  14

  	
   

  
	
  5.9

  	
   

  	
  Application of Proceeds
  of Sale and Other Moneys

  	
   

  	
  14

  	
   

  
	
  5.10

  	
   

  	
  Appointment of Receiver

  	
   

  	
  15

  	
   

  
	
  5.11

  	
   

  	
  Possession, Management
  and Income

  	
   

  	
  15

  	
   

  
	
  5.12

  	
   

  	
  Right of Mortgagee to
  Perform Mortgagor’s Covenants, etc.

  	
   

  	
  16

  	
   

  
	
  5.13

  	
   

  	
  Remedies, etc.,
  Cumulative

  	
   

  	
  16

  	
   

  
	
  5.14

  	
   

  	
  Attorneys’ Fees etc.

  	
   

  	
  16

  	
   

  
	
  5.15

  	
   

  	
  Provisions Subject to
  Applicable Law

  	
   

  	
  16

  	
   

  
	
  5.16

  	
   

  	
  No Waiver, etc.

  	
   

  	
  17

  	
   

  
	
  5.17

  	
   

  	
  Compromise of Actions
  etc.

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  17

  	
   

  
	
  6.1

  	
   

  	
  Further Assurances

  	
   

  	
  17

  	
   

  
	
  6.2

  	
   

  	
  Additional Security

  	
   

  	
  17

  	
   

  
	
  6.3

  	
   

  	
  Release, Partial
  Release, etc.

  	
   

  	
  17

  	
   

  
	
  6.4

  	
   

  	
  Notices, etc.

  	
   

  	
  18

  	
   

  
	
  6.5

  	
   

  	
  Amendments and Waivers

  	
   

  	
  18

  	
   

  
	
  6.6

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  18

  	
   

  
	
  6.7

  	
   

  	
  Miscellaneous

  	
   

  	
  18

  	
   

  



 



 ii














MORTGAGE,
SECURITY AGREEMENT AND

FINANCING STATEMENT


THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING
STATEMENT is entered into and is effective as of the 21st day of February,
2000, by and between GENESIS, INC., a Montana corporation (“Mortgagor”), and
KENNECOTT MONTANA COMPANY, a Delaware corporation (“Mortgagee”).


IN CONSIDERATION of the matters herein set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Mortgagor hereby covenants and agrees as follows:


ARTICLE 1

Grant of Security Interests


1.1 Grant of Security Interests. Mortgagor does
hereby grant, mortgage, assign, and convey to Mortgagee, and to its successors
and assigns, for the benefit and security of Mortgagee under and subject to the
terms and conditions herein set forth, the following property (the “Mortgaged
Property”):


(a)
All of Mortgagor’s present or hereafter acquired right, title and interest in
and to the following:


(i)
the patented and unpatented federal mining claims (collectively, the “Mining
Claims”) described on Exhibit A, together with


(ii)
the fee simple estates (the “Owned Property”) described on Exhibit A


(the
Mining Claims and the Owned Property, being collectively called the “Claims”);
including, without limitation, all relocations of, amendments to and patents or
land exchanges obtained in lieu of the Mining Claims (which shall be included
in the definition of “Mining Claims); all veins, lodes and ledges and all of
the dips, spurs, angles, pits, dumps, ponds, tailings, leach heaps, slag piles
and stock piles situate on the Claims or therein or appurtenant thereto;
together with all of the other minerals and ore (collectively, the “Minerals”)
in, on or under the Claims (the Claims and the Minerals being collectively called
the “Lands”); together with all surface rights, easements, rights-of-way, and
all other rights of Mortgagor to use, mine, remove and process the Minerals;


(b) All of Mortgagor’s present or hereafter acquired
right, title and interest in and to the following: (i) (collectively, the “Improvements”):
all buildings, structures and improvements, and those fixtures which are not
Excluded Fixtures, as hereinafter defined, and any alterations thereto or
replacements thereof, now or hereafter located in, on or under, affixed or made
appurtenant to or erected on the Lands, and (ii) (collectively, the “Easements”)
all easements, licenses, privileges, uses and rights-of-way now or hereafter
appurtenant to the Lands or the Improvements or used in connection therewith or
with the mining of the Minerals;












 


(c) All of Mortgagor’s present or hereafter acquired
right, title and interest in and to the following (collectively, the “Water
Rights”): all water and water rights, together with all applications for water
rights or applications or permits for the use, transfer or change of water
rights, ditch and ditch rights, well and well rights, reservoir and reservoir
rights, stock or interest in irrigation or ditch companies appurtenant to the
Lands other than those water rights received from or through ASARCO
Incorporated; and


(d) All proceeds of the conversion, voluntary or
involuntary, of any of the Mortgaged Property described in paragraphs (a)
through (c) of this section 1.1 into cash or liquidated claims, including, without
limitation, proceeds of insurance and condemnation awards.


Without limiting any of the other provisions of this
Mortgage, Mortgagor further expressly grants to Mortgagee, as secured party, a
security interest in all of those portions of the Mortgaged Property which are
or may be subject to the Montana Uniform Commercial Code provisions applicable
to secured transactions.


1.2 Obligations Secured. This Mortgage is
executed, acknowledged and delivered by Mortgagor to secure and enforce the
following obligations (the “Obligations”) of Mortgagor:


(a) The obligations of Mortgagor to Mortgagee under
the promissory note, dated the 21SI day of February, 2000 in the principal amount
of five million dollars (U.S.$5,000,000), (the “Note”) together with interest
thereon at the rate and upon the terms provided in the Note;


(b) The obligations of Mortgagor and Sterling Mining
Company a Montana corporation (“Sterling”) to Mortgagee set out in Section 3.03
of the Asset Purchase Agreement and Sale Agreement, Troy Mine and Rock Creek
Project effective as of February 21, 2000 (the “Purchase Agreement”) which
obligations may, depending upon future events, involve a payment, in addition
to the Note with value up to ten million one hundred twenty five thousand
dollars (U.S. $10,125,000);


(c) The other obligations of Mortgagor to Mortgagee to
perform each and every term, covenant and condition of the Note, together with
the obligations of Mortgagor to Mortgagee to perform each and every term,
covenant and condition of this Mortgage;


(d) All indebtedness, liabilities and obligations of
Mortgagor to Mortgagee arising pursuant to this Mortgage or the Note
(including, without limitation, all costs and expenses reasonably incurred by
Mortgagee, including, without limitation, all legal, engineering and consulting
fees, made and arising pursuant to this Mortgage or the Note or any part
thereof, any renewal, extension or change of or substitution for such
obligations or any part thereof, or the acquisition or perfection of the
security therefor, whether such advances, costs and expenses were made and
incurred at the request of Mortgagor or Mortgagee); and


(e) All renewals, extensions, amendments and changes
of, or substitutions for, all or any part of the Obligations described in
paragraphs (a) through (d) of this section 1.2.



 2
 








 


1.3 Maturity. The maturity date of the Note
is February 21, 2004.


1.4
Excluded Fixtures. As used herein the term “Excluded Fixtures” means
those crushers, conveyors, ball mills, autogenous and semi-autogenous mills, flotation
devices/circuits, dryers, generators, pumps, water and air treatment/cleaners
and all other equipment related to production from the Mortgaged Property that
both (a) may be removed from the Mortgaged Property without material injury to
the Land or any mine located thereon and (b) are not required for any of mine
dewatering, mine ventilation or environmental protection.


ARTICLE 2

Ownership Condition, etc. of Mortgaged Property


2.1
Certain Definitions: As used herein:


(a)
“Affiliate” means, with respect to a person, any person, partnership, joint
venture, corporation or other form of enterprise which directly or indirectly
controls, is controlled by or is under common control, with such person. For
purposes of the preceding sentence, “control” means possession, directly or
indirectly, of the power to direct or cause direction of management and
policies through ownership of voting securities, contract, voting trust or
otherwise


(b) “Environmental Laws” means the applicable federal,
state and local environmental, regulations, ordinances, and rules, and the
common law, relating to the use, refinement, handling, treatment, removal,
storage, production, manufacture, transportation, disposal, emissions,
discharges, releases or threatened releases of Hazardous Substances, or
otherwise relating to pollution or protection of the environment (including
without limitation ambient air, surface water, ground water, wetlands, natural
resources, land surface or subsurface strata), as the same may be amended or
modified, including without limitation the statutes listed below: Federal Solid
Waste Act as amended by the Resource Conservation and Recovery Act of 1976, 42
U.S.C. §6901, et seq., Federal Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. §9601, et seq., Federal
Clean Air Act, 42 U.S.C. §7401, et seq., Federal Water Pollution Control Act,
Federal Clean Water Act of 1977, 33 U.S.C. §1251, et seq., Federal Hazardous
Materials Transportation Act, 48 U.S.C. § 1801, et seq., Federal Toxic
Substances Control Act, 15 U.S.C. §2601, et seq., Federal Safe Drinking Water
Act, 42 U.S.C. §300f, et seq. and analogous state and local regulations.


(c) “Hazardous Substances” means any toxic or
hazardous waste, pollutants or substances, including without limitation,
substances defined or listed as a pollutant, air pollutant, “hazardous
substance”, “toxic substance”, “toxic pollutants”, “medical waste” or similarly
identified substance or mixture, in or pursuant to any Environmental Law.


2.2 Recordation. Mortgagor, at its expense
(except for expenses to be paid by Mortgagee pursuant to Section 3.08 of the
Purchase Agreement), will at all times cause this Mortgage and any instruments
amendatory hereof or supplemental hereto and any instruments of assignment
hereof or thereof (and any appropriate financing statements or other
instruments and continuations thereof with respect to any thereof) to be
recorded, registered and filed and to be



 3















 


such
lien and interest and keep this Mortgage the first lien upon and prior
perfected security interest in the Mortgaged Property.


2.9 Liens. Mortgagor shall not directly or
indirectly create, incur, assume or permit to exist any lien or encumbrance on
or with respect to the Mortgaged Property or assign or convey any right to
receive the proceeds (excluding proceeds from any production, inventories
and/or ore) therefrom except: (i) liens for taxes, assessments or other
governmental charges if the same shall not at the time be delinquent or
thereafter can be paid without penalty; (ii) statutory liens of landlords,
carriers, warehousemen, mechanics and materialmen incurred in the ordinary
course of business and satisfied or released prior to delinquency; (iii) liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation unemployment insurance and other types of social security
or to secure (or to obtain letters of credit or surety or performance bonds
which secure) the performance of statutory obligations for reclamation or which
are required in connection with the obtaining of governmental licenses; and
(iv) liens securing indebtedness incurred for the cost of development of the
Claims in order to commence commercial production from a mine thereon or
increase production therefrom.


2.10 Maintenance of Ownership of Property.
Mortgagor shall not convey, transfer, assign or encumber any interest in the
Mortgaged Property or create or allow to exist any interest in the Mortgaged
Property held by any person other than the Mortgagor or Mortgagee, except as
provided in the Purchase Agreement.


2.11 No Claims Against Mortgagee, etc. Nothing
contained in this Mortgage shall constitute any consent or request by
Mortgagee, express or implied, for the performance of any labor or services or
the furnishing of any materials or other property in respect of the Mortgaged
Property or any part thereof, or be construed to permit the making of any claim
against Mortgagee in respect of labor or services or the furnishing of any
materials or other property or any claim that any lien based on the performance
of such labor or services or the furnishing of any such materials or other
property is prior to the lien of this Mortgage.


2.12 Acquired Property Subject to Lien. All
property at any time acquired by Mortgagor and required by section 1.1 of this
Mortgage to become subject to the lien hereof, whether such property is
acquired by exchange, purchase, construction or otherwise, shall forthwith
become subject to the lien of this Mortgage without further action on the part
of Mortgagor or Mortgagee. Mortgagor, at its expense, will execute and deliver
to Mortgagee (and will, at the expense of Mortgagee, record and file as
provided in section 2.2) an instrument supplemental to this Mortgage,
reasonably satisfactory in substance and form to Mortgagee, whenever such an
instrument is, in the reasonable opinion of Mortgagee, necessary or desirable
under applicable law to subject to the lien of this Mortgage all right, title
and interest of Mortgagor in and to all property required by this Mortgage to
be subjected to the lien hereof and acquired by Mortgagor since the date of
this Mortgage or the date of the most recent supplemental instrument so subjecting
property to the lien hereof, whichever is later.



 5
 









 


2.13 Maintenance of Claims. Mortgagor shall pay
all maintenance fees and make all filings and recordings and provide all
assessment work necessary or reasonably prudent to maintain the Claims under
any federal or state law now or hereafter applicable.


ARTICLE 3 

Insurance: Damage, Destruction or Taking, etc.


3.1 Insurance.


3.1.1 Risks to be Insured. Mortgagor will, at
its expense, maintain or cause to be maintained with insurers reasonably
acceptable to Mortgagee, (a) public liability, including bodily and personal
injury and property damage, insurance applicable to the Mortgaged Property in
such amounts as reasonably determined by Mortgagor, but in any event not less
than the amount of coverage maintained immediately prior to the execution of
this Agreement, with overall limitation of the insurer’s liability not less
than $4,000,000; (b) worker’s compensation insurance to the full extent
required by applicable law for all employees of Mortgagor engaged in any work
on or about the Mortgaged Property and employer’s liability insurance in such
amounts as reasonably determined by Mortgagor; and (c) such other insurance
(including, without limitation, all-risk and business interruption insurance)
with respect to the Mortgaged Property as the need for same shall arise, all as
reasonably determined by Mortgagor.


3.1.2 Policy Provisions. All insurance
maintained by Mortgagor pursuant to section 3.1.1, shall (a) (except for
worker’s compensation insurance) name Mortgagor or its permitted assignee and
Mortgagee as insureds, mortgagees and loss payees as their respective interests
may appear; (b) (except for worker’s compensation and public liability
insurance) provide that the proceeds for any losses shall be payable to
Mortgagee and Mortgagor, or its permitted assignee, to be held and applied as
provided in section 3.3; (c) include effective waivers by the insurer of all
rights of subrogation against any named insured, the indebtedness secured by
this Mortgage and the Mortgaged Property and all claims for insurance premiums
against Mortgagee; (d) provide that any losses shall be payable notwithstanding
(i) any foreclosure or other action or proceeding taken by Mortgagee pursuant
to any provision of this Mortgage, or (ii) any change in title or ownership of
the Mortgaged Property; and (e) provide that no cancellation, reduction in
amount or material change in coverage thereof shall be effective until at least
30 days after receipt by Mortgagee of written notice thereof. Any insurance
maintained pursuant to this section 3.1 may be evidenced by blanket insurance
policies covering the Mortgaged Property and other properties or assets of
Mortgagor, provided that any such policy shall specify the portion, if less
than all, of the total coverage of such policy that is allocated to the
Mortgaged Property and shall in all other respects comply with the requirements
of this section 3.1.


3.1.3 Delivery of Policies, etc. Mortgagor will
deliver to Mortgagee, promptly upon request, (a) duplicates of all policies
evidencing all insurance required to be maintained under section 3.1.1 (or, in
the case of blanket policies, certificates thereof by the insurers together
with a counterpart of each blanket policy), and (b) evidence as to the payment
of all premiums due thereon (with respect to public liability insurance
policies, all installments for the current



 6
 









 


year
due thereon to such date), provided that Mortgagee shall not be deemed by
reason of their custody of such policies to have knowledge of the contents
thereof. Mortgagor will also deliver to Mortgagee, promptly upon request, but
not more frequently than once every twelve months, Officers’ Certificates
setting forth the particulars as to all such insurance policies and certifying
that the same comply with the requirements of this section, that all premiums
due thereon have been paid and that the same are in full force and effect.
Mortgagor will also deliver to Mortgagee a new policy as replacement for any
expiring policy at least 30 days prior to the date of such expiration. In the
event Mortgagor shall fail to effect or maintain any insurance required to be
effected or maintained pursuant to the provisions of this section 3.1,
Mortgagor will indemnify Mortgagee, and its Affiliates, against damage, loss or
liability resulting from all risks for which such insurance shall have been
effected or maintained. The obligations of Mortgagor to indemnify Mortgagee and
its Affiliates in such a manner shall survive any discharge of this Mortgage and
payment in full of the Note.


3.1.4 Separate Insurance. Mortgagor will not
take out separate insurance concurrent in form or contributing in the event of
loss with that required to be maintained pursuant to this section.


3.2 Taking; Mortgagor to Give Notice; Assignment of
Awards. In case of any taking (whether for permanent or temporary use) of
all or any part of the Mortgaged Property or any interest therein or right
accruing thereto, as the result of or in lieu or in anticipation of the
exercise of the right of condemnation or eminent domain, or a change of grade
affecting the Mortgaged Property or any part thereof (a “Taking”), or the
commencement of any proceedings or negotiations which might result in any such
Taking, Mortgagor will promptly give written notice thereof to Mortgagee,
generally describing the nature and extent of such Taking or the nature of such
proceedings or negotiations and the nature and extent of the Taking which might
result therefrom. Mortgagee shall be entitled to all awards or payments
allocable to the Mortgaged Property on account of such Taking and Mortgagor
hereby irrevocably assigns, transfers and sets over to Mortgagee all rights of
Mortgagor to any such award or payment and irrevocably authorize and empower
Mortgagee, at their option, in the name of Mortgagor or otherwise, to file and
prosecute what would otherwise be Mortgagor’s claim for any such award or
payment and, to collect, receipt for and retain the same for disposition in
accordance with section 3.3. Mortgagor will pay all reasonable costs and
expenses incurred by Mortgagee in connection with any such Taking and seeking
and obtaining any award or payment in respect thereof.


3.3 Application of Proceeds. Mortgagee shall
apply all net awards received by it on account of any Taking in the following
ways: (a) so long as no Event of Default shall have occurred and be continuing,
released to Mortgagor for application to the cost of compliance with section
3.5, or (b) if an Event of Default has occurred and is continuing, (i) to
fulfill any of the covenants contained herein as Mortgagee may determine, or
(ii) to be held as additional cash collateral hereunder to be invested in
short-term United States government securities selected by Mortgagor with the
consent of Mortgagee.



 7
 









 


3.4 Total Taking. In case of (a) a Taking of
the entire Mortgaged Property, or (b) a Taking of less than the entire
Mortgaged Property in either case which, in the good faith judgment of
Mortgagee, renders the Mortgaged Property remaining after such Taking, damage
or destruction, taken as a whole, unsuitable for restoration for use as
property of substantially the same value, condition, character and general
utility as the Mortgaged Property prior to such Taking (any such Taking being
herein called a “Total Taking” ), then the proceeds of the net awards received
by Mortgagee or Mortgagor on account of such Total Taking shall be applied by
Mortgagee as follows:


First:
to the payment of the costs and expenses of the recovery of such proceeds or
awards (including, without limitation, attorneys’ fees) and any taxes,
assessments or charges, prior to the lien of this Mortgage, which Mortgagee may
consider it necessary or desirable to pay;


Second: to
the payment of any indebtedness secured by this Mortgage, other than
indebtedness with respect to the Note at the time outstanding, which Mortgagee
may consider it necessary or desirable to pay;


Third: to the
payment of all amounts of principal, and interest at the time outstanding on
the Note (whether or not at the time due and payable by reason of maturity or
as an installment of combined principal and interest or by reason of any
prepayment requirement or by declaration of acceleration or otherwise),
including interest at the rate per annum set forth in the Note for past due
amounts (the “Default Rate”) on any overdue principal and (to the extent
permitted under applicable law) on any overdue interest; and in case such
moneys shall be insufficient to pay in full the amounts so due and unpaid upon
the Note at the time outstanding, then, first, to the payment of all
amounts of interest at the time outstanding on the Note, and second, to
the payment of all amounts of principal, at the time outstanding on the Note.


Fourth: the
balance, if any, held by Mortgagee after payment in full of all amounts
referred to in subdivisions First, Second and Third above, shall, unless a
court of competent jurisdiction may otherwise direct by final order not subject
to appeal, be paid to or upon the direction of Mortgagor or its permitted assignee.


3.5 Restoration. In
case of any Taking (other than a Total Taking) Mortgagor will (to the extent
such Taking, is susceptible of replacement, repair or restoration) commence or
cause to be commenced, promptly and with due diligence, at its expense, whether
or not the award for such Taking shall be sufficient for such purpose, (a) the
replacement, repair or restoration of the Mortgaged Property as nearly as
practicable (in the case of a Taking, after giving effect to any reduction in
area caused thereby) to the general utility thereof immediately prior to such
Taking or (b) the substitution for such Mortgaged Property or any part thereof
of other property (which shall upon such substitution become a part of the
Mortgaged Property) of at least the same general utility of such Mortgaged
Property or part thereof immediately prior to such Taking.



 8
 









 


ARTICLE 4

Environmental Indemnification


4.1 Indemnification.
Mortgagor shall defend, indemnify and hold Mortgagee, and its Affiliates,
harmless from and against any and all environmental claims directly or
indirectly arising out of or resulting from any Hazardous Substance being
present or released in, on, around or potentially affecting any part of the
Mortgaged Property or the soil, vadose zone, groundwater or soil vapor on or
under the Mortgaged Property, including:


4.1.1 Any claim for such environmental claim asserted
by any federal, state, or local governmental agency, including the United
States Environmental Protection Agency and the Montana Department of Environmental
Quality and including any claim that Mortgagee is liable for any such
environmental claim asserted as an “owner” or “operator” of the Mortgaged
Property under any law relating to Hazardous Substances; and


4.1.2 Any such environmental
claim asserted against Mortgagee by any person other than a governmental
agency, including any person who may purchase or lease all or any portion of
the Mortgaged Property from Mortgagor, or from any other purchaser or lessee;
any person who may at any time have any interest in all or any portion of the
Mortgaged Property; any person who may at any time be responsible for any
cleanup costs or other environmental claims relating to the Mortgaged Property;
and any person claiming to have been injured in any way as a result of exposure
to any Hazardous Substance from or located at the Mortgaged Property; and


4.1.3 Any such environmental
claims resulting from currently existing conditions in, on, around or
potentially affecting the Mortgaged Property, whether known or unknown by
Mortgagor or Mortgagee at the time this Mortgage is executed, and any such
indemnified costs resulting from the activities of Mortgagor, Mortgagor’s
tenants, or any other person in, on, around or potentially affecting the
Mortgaged Property.


4.2 Inspection.
Mortgagee, its contractors, agents and representatives (hereinafter, “Site
Reviewers”) shall have the right at any reasonable time and from time to time,
upon prior notice, to enter upon and visit the Mortgaged Property for the
purposes of observing the environmental condition at the Mortgaged Property,
taking and removing soil or groundwater samples, and conducting tests and/or
site assessments on any part of the Mortgaged Property (collectively, “Site
Assessments”) for the purpose of determining whether there exists on the
Mortgaged Property any environmental condition that could result in any
liability, cost or expense to the owner, occupier, or operator of such
Mortgaged Property arising under any Environmental Laws. The Site Reviewers
have no duty, however, to conduct any Site Assessment, and no Site Assessment
shall impose any liability on any Site Reviewer. In no event shall the
completion of any Site Assessment be a representation that Hazardous Substances
are or are not present in, on, under or around the Mortgaged Property, or that
there has been or shall be compliance with any law, regulation or ordinance
pertaining to Hazardous Substances or any other governmental law. Neither
Mortgagor nor any other party is entitled to rely on any Site Assessment
conducted by or on behalf of Mortgagee, which Site Assessment shall be for the



 9
 









 


sole
benefit and use of Mortgagee. The Site Reviewers owe no duty of care to protect
Mortgagor or any other party against, or to inform Mortgagor or any other party
of, any Hazardous Substances or any other adverse condition affecting the
Mortgaged Property. Mortgagee shall avoid interfering with Mortgagor’s use of
the Mortgaged Property in exercising any rights provided in this Section. The
Site Reviewers are hereby authorized to enter upon the Mortgaged Property for
the purpose of conducting Site Assessments. The Site Reviewers are further
authorized to perform both above and below the ground testing for environmental
damage or the presence of Hazardous Substances on the Mortgaged Property and
such other tests on the Mortgaged Property as may be necessary to conduct the
Site Assessments in the reasonable opinion of the Site Reviewers, provided that
in conducting such testing, the Site Reviewers comply with the requirements of
the Federal Mine Safety and Health Act and all applicable health and safety
laws of the State of Montana and local authorities having jurisdiction and
Mortgagor’s reasonable safety regulations while on the Mortgaged Property.
Mortgagor will supply to the Site Reviewers such historical and operational
information regarding the Mortgaged Property as may be reasonably requested by
the Site Reviewers to facilitate the Site Assessments and will make available
for meetings with the Site Reviewers appropriate personnel having knowledge of
such matters. The cost of performing such Site Assessments shall be paid by
Mortgagor upon demand of Mortgagee if the need for the Site Assessment arises
from or relates to or confirms any material


(i) release of Hazardous Substances or,


(ii) noncompliance with or violation of Environmental Laws


not
previously adequately reported by Mortgagor to those regulatory agencies with
applicable jurisdiction and to Mortgagee. On request, Mortgagee shall make the
results of such Site Assessments fully available to Mortgagor provided that
Mortgagor has fully reimbursed Mortgagee for the cost of such Site Assessments.


4.3 Intervention.
Mortgagee, at its own expense, shall have the right at any time to appear in
and to participate in, as a party if it elects, and be represented by counsel
of its own choice in, any action or proceeding in connection with any
Environmental Law that affects the Mortgaged Property. Upon demand by
Mortgagee, Mortgagor shall defend any investigation, action or proceeding
involving any matter covered by Mortgagor’s obligations hereunder which is
brought or commenced against Mortgagee, whether alone or together with
Mortgagor or any other person, all at Mortgagor’s own expense and by counsel
reasonably acceptable to Mortgagee in the exercise of its reasonable judgment.
In the alternative, Mortgagee may elect to conduct its own defense, at its own
expense.


4.4 Nonexclusivity.
Nothing in this Article shall be construed to limit any claim or right which
Mortgagee may otherwise have at any time against Mortgagor or any other person
arising from any source other than this Article, including any claim for fraud,
misrepresentation, waste, or breach of contract other than the Note and this
Mortgage, and any rights of contribution or indemnity under federal, state or
local environmental law or other applicable law, regulation or ordinance.



 10















ARTICLE 5


Events of Default; Remedies, etc.


5.1 Events
of Default; Declaration of Note Due.


(a) “Events of Default” under the Note shall
constitute events of default hereunder and are herein called “Events of Default”.
Events of Default shall also include:


(i) The failure to pay any amount owed or issue any
stock or to make any election at the time required by Section 3.03(a)(l) of the
Purchase Agreement within ten (10) days of written demand therefor.


(ii) The breach or default by Mortgagor of or under
any covenant, warranty, agreement, representation, performance or requirement
herein contained, if such failure shall continue for thirty (30) days after
notice of the occurrence thereof, provided that if such breach or default
requires more than thirty (30) days to cure and Mortgagee initiates such cure
within such thirty (30) day period and diligently pursues the same, Mortgagor
shall have such additional time as may be necessary to effect cure, but in no
event may such additional time exceed ninety (90) days.


(iii) The institution of any proceeding against the
Mortgagor, the Mortgaged Property, or any other property interest which is a
joint interest in any property which is wholly or partially subject to the lien
created hereunder in which forfeiture, attachment, or replevin of any material
asset of Mortgagor is sought in the proceeding, unless such proceeding is
dismissed within ninety (90) days following its initiation.


(iv) The admission in writing by Mortgagor that it is
unable to pay its debts as they mature or that it is generally not paying its
debts as they mature.


(v) The liquidation, termination, or dissolution of
Mortgagor under the laws of the state under which it is organized.


(vi) The sale, merger, lease, exchange, conveyance,
transfer, mortgage, assignment, pledge or encumbrance of the Mortgaged
Property, either voluntarily or involuntarily, or the agreement to do so,
contrary to the provisions of the Mortgage without the prior written consent of
the Mortgagee being first obtained.


(vii) The filing of any petition or the commencement
of any case or proceeding by or against Mortgagor under any federal or state
law relating to insolvency, bankruptcy, or reorganization, unless such petition
and the case or proceeding initiated thereby is dismissed within ninety (90)
days from the date of such filing; or an adjudication that Mortgagor is
insolvent or bankrupt; or the entry of an order for relief under the United
States Bankruptcy Code with respect to Mortgagor; the filing of an answer by
Mortgagor admitting the allegations of any such petition; or the appointment of
or the taking of possession by a custodian, trustee or receiver for all or any
material assets of Mortgagor, unless such appointment is vacated or dismissed
or such possession is terminated within ninety (90) days from the date of such
appointment or commencement of such possession, but not later than five (5)
days before the proposed sale of any



 11
 









 


material
assets of Mortgagor by such custodian, trustee, or receiver, other than in the
ordinary course of the business of Mortgagor.


(viii) The insolvency of Mortgagor; or the execution
by Mortgagor of an assignment for the benefit of creditors; or the convening by
Mortgagor of a meeting of its creditors, or any class thereof, for the purposes
of effecting a moratorium upon or extension or composition of its debts; or the
failure of Mortgagor to generally pay its debts as they mature.


(ix) The Mortgagor shall fail to pay any debt or other
obligation in excess of $500,000 when due, or any debt or other obligation of
Mortgagor in excess of such amount shall become due as a result of a default
under any agreement or instrument and acceleration of the maturity of such
obligation and legal process has been initiated, or demand has otherwise been
made, by the defaulted party to collect the debt or obligation.


(b) Upon the occurrence and during the continuance of
any of the Events of Default, other than matters which are Events of Default
solely under Section 5.1(a)(ii) hereof, and whether or not any amount due under
the Note has been declared due and payable pursuant to the Note, then and in
any such event Mortgagee may declare, by written notice to Mortgagor, all
indebtedness secured hereby, including, indebtedness accelerated pursuant to
the Note, to be due and payable upon the date specified in such notice, and
upon such date the same shall become due and payable, together with interest
accrued thereon, without presentment, demand, protest, notice or other
requirements of any kind, all of which are hereby waived.


(c) Mortgagor will pay on demand all costs and
expenses (including, without limitation, attorneys’ fees and expenses) incurred
by or on behalf of Mortgagee in enforcing this Mortgage or the Note or
occasioned by any default or Event of Default under this Mortgage.


5.2 Legal Proceedings; Foreclosure; Rescission.
If an Event of Default shall have occurred and be continuing, Mortgagee at any
time may, at its election, proceed at law or in equity or otherwise to enforce
the payment of the Note at the time outstanding in accordance with the terms
hereof and thereof and to foreclose the lien of this Mortgage as against all or
any part of the Mortgaged Property or proceed to take either of such actions,
and to have the same sold under the judgment or decree of a court of competent
jurisdiction. Mortgagee, from time to time before sale, may rescind any notice
of breach and election to sell by executing, delivering and causing to be
recorded a written notice of such rescission. The exercise by Mortgagee of such
right of rescission shall not constitute a waiver of any breach or default then
existing or subsequently occurring, or impair the rights of Mortgagee to
execute and deliver, as above provided, other notices of breach and election to
sell, nor otherwise affect any term, covenant or condition hereof or under any
obligations secured hereby, or any of the rights, obligations or remedies of
the parties thereunder.


5.3 Power of Sale. If
an Event of Default shall have occurred and be continuing, Mortgagee may sell,
assign, transfer and deliver the whole or, from time to time, any part of the
Mortgaged Property, or any interest in any part thereof, for cash, on credit or
for other property, for immediate or future delivery, and for such price or
prices and on such terms as Mortgagee in its reasonable discretion may
determine, or as may be required by law. The provisions of this



 12
 









 


Mortgage
shall be interpreted as broadly as possible to allow Mortgagee the full
advantage of all remedies to which mortgagees under mortgages are entitled
under Montana law. Without in any way limiting the foregoing, Mortgagor agrees
that Mortgagee shall have the right following an Event of Default hereunder to
proceed with either a judicial foreclosure, or foreclosure by advertisement as
provided under Montana law. In addition, with respect to any portion of the
Mortgaged Property that constitutes personal property governed by the Montana
Uniform Commercial Code, this Mortgage shall be construed broadly to give to
Mortgagee all of the rights and remedies to which secured parties are or may be
entitled under the Montana Uniform Commercial Code.


5.4 Mortgagee Authorized
to Execute Deeds, etc. Mortgagor irrevocably appoints Mortgagee, the true
and lawful attorney of Mortgagor, in its name and stead and on its behalf, for
the purpose of effectuating any sale, assignment, transfer or delivery for the
enforcement hereof, whether pursuant to power of sale, foreclosure by
advertisement, judicial foreclosure or otherwise, to execute and deliver all such
deeds, bills of sale, assignments and other instruments as Mortgagee may
consider necessary or appropriate, with full power of substitution, Mortgagor
hereby ratifying and confirming all that its said attorney or any substitute
shall lawfully do by virtue hereof. Nevertheless, if so requested by Mortgagee
or any purchaser, Mortgagor will ratify and confirm any such sale, assignment,
transfer or delivery by executing and delivering to Mortgagee or such purchaser
all such proper deeds, bills of sale, assignments, releases and other
instruments as may be designated in any such request. If, in the judgment of
the Mortgagee, time permits, Mortgagee shall give prior notice to the Mortgagor
of the exercise of its powers hereunder, and give the Mortgagor the opportunity
to perform any act authorized hereby. The failure of Mortgagee to comply with
the preceding sentence shall not affect its powers hereunder or in any way
limit or prejudice its rights or remedies hereunder.


5.5 Purchase of Mortgaged
Property by Mortgagee. The Mortgagee or any successor holder of the Note
may be a purchaser of the Mortgaged Property or of any part thereof or of any
interest therein at any sale thereof, whether pursuant to power of sale,
foreclosure by advertisement, judicial foreclosure or otherwise, and shall
apply upon the purchase price thereof the indebtedness secured hereby owing to
such purchaser, to the extent of such purchaser’s distributive share of the
purchase price. Any such purchaser shall, upon any such purchase, acquire good
title to the properties so purchased, free of the lien of this Mortgage and
free of all rights of redemption in Mortgagor.


5.6 Receipt a Sufficient
Discharge to Purchaser. Upon any sale of the Mortgaged Property or any part
thereof or any interest therein, whether pursuant to power of sale, foreclosure
by advertisement, judicial foreclosure or otherwise, the receipt of the
purchase money by Mortgagee or the officer making the sale under judicial
proceedings shall be a sufficient discharge to the purchaser for the purchase
money, and such purchaser shall not be obliged to see to the application
thereof.


5.7 Waiver of
Appraisement, Valuation, etc. Mortgagor hereby waives, to the fullest
extent it may lawfully do so, the benefit of all appraisement, valuation, stay,
extension and



 13
 









 


redemption
laws now or hereafter in force and all rights of marshaling in the event of any
sale of the Mortgaged Property or any part thereof or any interest therein.


5.8 Note to Become Due on Sale. Upon any sale
by Mortgagee under or by virtue of this Mortgage, other than a sale resulting
from an Event of Default described solely in Section 5.1(a)(ii) hereof, whether
pursuant to judicial foreclosure, foreclosure by advertisement or power of sale
or otherwise, the entire unpaid principal amount of the Note at the time
outstanding shall, if not previously declared due and payable, immediately
become due and payable, together with interest accrued thereon, and all other
indebtedness which this Mortgage by its terms secures.


5.9 Application of Proceeds of Sale and Other
Moneys. The proceeds of any sale of the Mortgaged Property or any part
thereof or any interest therein under or by virtue of this Mortgage, whether
pursuant to judicial foreclosure, foreclosure by advertisement, power of sale,
or otherwise, shall, to the extent allowed by law, be applied as follows:


First:
to the payment of all costs and expenses of such sale (including, without
limitation, the cost of evidence of title, the costs and expenses, if any, of
taking possession of, retaining custody over, repairing, maintaining and
preserving the Mortgaged Property or any part thereof prior to such sale), all
costs and expenses of any receiver of the Mortgaged Property or any part
thereof, and any taxes, assessments, encumbrances, liens or charges, prior to
the lien of, or security interest created by, this Mortgage, which Mortgagee
may consider it necessary or desirable to pay;


Second:
to the payment of any indebtedness secured by this Mortgage, other than
indebtedness with respect to the Note at the time outstanding, which Mortgagee
may consider it necessary or desirable to pay;


Third:
to the payment of all amounts of principal, and interest at the time due and
payable on the Note outstanding (whether due by reason of maturity or as an
installment of combined principal and interest or by reason of any prepayment
requirement or by declaration or acceleration or otherwise), on any overdue
principal and premium, if any, and (to the extent permitted under applicable
law) on any overdue interest; and in case such moneys shall be insufficient to
pay in full the amounts so due and unpaid upon the Note at the time
outstanding, then, first, to the payment of all amounts of interest at the time
due and payable on the Note, and second, to the payment of all amounts of
principal and premium, if any, at the time due and payable on the Note; and


Fourth:
the balance, if any, held by Mortgagee after payment in full of all amounts
referred to in subdivisions First, Second and Third above, shall, unless a
court of competent jurisdiction may otherwise direct, be paid to or upon the
direction of Mortgagor or its permitted assignee.


5.10 Appointment of Receiver. If an Event of
Default shall have occurred and be continuing, Mortgagee shall, as a matter of
right, be entitled to the appointment of a receiver for all or any part of the
Mortgaged Property, whether such receivership be incidental to a proposed sale
of the Mortgaged Property or otherwise.



 14
 









 


5.11 Possession, Management and Income. If an
Event of Default shall have occurred and be continuing, Mortgagee may, but
shall be under no obligation to, immediately enter upon and take possession of
the Mortgaged Property or any part thereof by summary proceeding, ejectment or
otherwise and may remove Mortgagor and all other persons and any and all
property therefrom and may hold, operate, maintain, repair, preserve and manage
the same and receive all earnings, income, rents, issues and proceeds accruing
with respect thereto or any part thereof. Mortgagee shall be under no liability
to Mortgagor for or by reason of any such taking of possession, entry, removal
or holding, operation or management, except that any amounts so received by
Mortgagee shall be applied to pay all costs and expenses of so entering upon,
taking possession of, holding, operating, maintaining, repairing, preserving
and managing the Mortgaged Property or any part thereof, and any taxes,
assessments or other charges prior to the lien of this Mortgage which Mortgagee
may consider it necessary or desirable to pay, and any balance of such amounts
shall be applied as provided in section 5.9.


5.12 Right of Mortgagee to Perform Mortgagor’s
Covenants, etc. If Mortgagor shall fail to make any payment or perform any
act required to be made or performed hereunder, Mortgagee without notice to or
demand upon Mortgagor, and without waiving or releasing any obligation or
default, may (but shall be under no obligation to) at any time thereafter make
such payment or perform such act for the account and at the expense of
Mortgagor, and may enter upon the Mortgaged Property for such purpose and take
all such action thereon as, in Mortgagee’s opinion, may be necessary or
appropriate therefor. No such entry and no such action shall be deemed an
eviction of any lessee of the Mortgaged Property or any part thereof. All sums
so paid by Mortgagee and all costs and expenses (including, without limitation,
attorneys’ fees  and expenses) so
incurred, together with interest thereon, at the rate specified in the Note, from
the date of payment or incurring, shall constitute additional indebtedness
secured by this Mortgage and shall be paid by Mortgagor to Mortgagee on demand.
The final two sentences of § 5.4 shall apply to the exercise to the rights
granted by this § 5.13.


5.13 Remedies, etc., Cumulative. Each right,
power and remedy of Mortgagee provided for in this Mortgage or now or hereafter
existing at law or in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for in this Mortgage or now or hereafter existing at law or in equity
or by statute or otherwise, and the exercise or beginning of the exercise by
Mortgagee of any one or more of the rights, powers or remedies provided for in
this Mortgage or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by Mortgagee of
any or all such other rights, powers or remedies.


5.14 Attorneys’ Fees etc. Mortgagor shall pay
to Mortgagee, on demand, any costs and expenses, including reasonable attorneys’
fees and expenses, paid or incurred by Mortgagee in connection with the
collection of any amount payable by Mortgagor to Mortgagee hereunder or under
the Note, whether or not any legal proceeding is commenced hereunder or
thereunder and whether or not any Event of Default shall have occurred and is
continuing, together with interest thereon at the Default Rate from the date of
payment or incurring by Mortgagee until paid by Mortgagor.



 15
 









 


5.15 Provisions Subject to Applicable Law. All
rights, powers and remedies provided in this Mortgage may be exercised only to
the extent that the exercise thereof does not violate any applicable provisions
of law and are intended to be limited to the extent necessary so that they will
not render this Mortgage invalid, unenforceable or not entitled to be recorded,
registered or filed under the provisions of any applicable law. If any term of
this Mortgage or any application thereof shall be invalid or unenforceable, the
remainder of this Mortgage and any other application of such term shall not be
affected thereby.


5.16 No Waiver, etc. No failure by Mortgagee to
insist upon the strict performance of any term hereof or thereof, or to
exercise any right, power or remedy consequent upon a breach hereof or thereof,
shall constitute a waiver of any such term or of any such breach. No waiver of
any breach shall affect or alter this Mortgage, which shall continue in full
force and effect with respect to any other then existing or subsequent breach.
By accepting payment of any amount secured hereby after its due date, Mortgagee
shall not be deemed to waive its right either to require prompt payment when
due of all other amounts payable hereunder or to declare a default for failure
to effect such prompt payment.


5.17 Compromise of Actions, etc. Any action,
suit or proceeding brought by Mortgagee pursuant to any of the terms of this
Mortgage or otherwise, and any claim made by Mortgagee hereunder may be compromised,
withdrawn or otherwise dealt with by Mortgagee without any notice to or
approval of Mortgagor.


ARTICLE 6 

Miscellaneous


6.1 Further Assurances. Mortgagor, at its
expense, will execute, acknowledge and deliver all such instruments and take
all such action as Mortgagee from time to time may reasonably request for the
better assuring to Mortgagee the properties and rights now or hereafter
subjected to the lien hereof or assigned hereunder or intended so to be.
Notwithstanding any other provision of this Mortgage, Mortgagor hereby agrees
that, without notice to or the consent of Mortgagor, Mortgagee may file with
the appropriate public officials such financing statements or similar documents
as are or may become necessary to perfect and continue the perfection of the
security interest granted by this Mortgage.


6.2 Additional Security. Without notice to or
consent of Mortgagor, and without impairment of the lien and rights created by
this Mortgage, Mortgagee may accept (but Mortgagor shall not be obligated to
furnish) from Mortgagor or from any other person additional security for the
Note at the time outstanding. Neither the giving of this Mortgage nor the
acceptance of any such additional security shall prevent Mortgagee from
resorting, first, to such additional security, or, first, to the security
created by this Mortgage, or concurrently to both, in any case without
affecting Mortgagee’s lien and rights under this Mortgage.


6.3 Release, Partial Release, etc. Upon receipt
of all sums secured hereby, Mortgagee shall release without warranty the
property then held hereunder. Mortgagee may, at any time and from time to time,
without liability therefor, release any part of the Mortgaged Property, consent
to the making of any map or plat thereof, grant an easement thereon, grant an
extension or



 16
 









 


subordinate
the lien of this Mortgage, or enter into any other agreement in connection with
the Mortgaged Property.


6.4 Notices, etc. All notices, demands,
requests, consents, approvals and other instruments under this Mortgage shall
be in writing (including telex, telecopy and telegraphic communication) and
mailed, telexed, telegraphed or delivered, at the following addresses or, as to
any party, at such address as shall be designated by such party in a written
notice to the other parties.


 


	
  If to Mortgagor:

  	
   

  	
  If to Mortgagee:

  
	
   

  	
   

  	
   

  
	
  Genesis, Inc.

  	
   

  	
  Kennecott
  Montana Company

  
	
  424 South
  Sullivan Road, Suite 300

  	
   

  	
  Attention:
  General Counsel

  
	
  Veradale,
  Washington 99037

  	
   

  	
  224 North 2200
  West

  
	
  Attention: President

  	
   

  	
  Salt Lake City,
  Utah 84116

  
	
  Fax: (509)
  891-8901

  	
   

  	
  Fax: (801)
  238-2488

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With Mortgagee Copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Parsons Behle
  & Latimer

  
	
   

  	
   

  	
  Lawrence R.
  Barusch

  
	
   

  	
   

  	
  201 South Main
  Street, Suite 1800

  
	
   

  	
   

  	
  Salt Lake City,
  Utah 84111

  
	
   

  	
   

  	
  Fax:(801)
  536-6111

  



All
such notices and communications shall, when mailed by registered or certified
mail, or otherwise physically delivered, be effective when received or
delivered, addressed as aforesaid, and, when sent by ordinary mail, be
effective five days after the day on which deposited in the mails, addressed as
aforesaid, and when telexed or telecopied, be effective upon confirmation of
transmission.


6.5 Amendments and Waivers. This Mortgage, the
Note, and any term hereof or thereof may be amended, discharged or terminated
and the observance of any term of this Mortgage or the Note may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by an instrument in writing signed by Mortgagor and
Mortgagee.


6.6 WAIVER OF JURY TRIAL. MORTGAGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL
OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
MORTGAGE, THE NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


6.7 Miscellaneous. All the terms of this
Mortgage shall apply to and be binding upon (and those provisions of this
Mortgage explicitly for the benefit of Mortgagor shall be for the benefit of)
the respective successors and assigns of Mortgagor, and all persons claiming
under or



 17
 









 


through
Mortgagor or any such successor or assign, and shall inure to the benefit of
and be enforceable by Mortgagee and its successors and assigns and any
successor holders of any of the Note or the Purchase Agreement. The headings
and table of contents in this Mortgage are for convenience of reference only
and shall not limit or otherwise affect any of the terms hereof. This Mortgage
shall be construed and enforced in accordance with and governed by the laws of
the State of Montana, without giving effect to any choice or conflict of law
provision, either or the State of Montana or elsewhere, which would cause the
application of any laws other than of the State of Montana.


IN WITNESS WHEREOF, Mortgagor has caused this Mortgage
to be duly executed as of the day and year first above written.


 


	
  

  	
   

  	
   

  	
   

  	
  GENESIS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Attest:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  	
   

  	
   

  	
   

  



 



 18
 









 


STATE
OF UTAH                          )


: ss


COUNTY OF SALT LAKE           )


The foregoing instrument was acknowledged before me by
                                        ,
the                                
of Genesis, Inc., a Montana corporation, who acknowledged to me that                                
executed the same on this 21st day of February, 2000.


Witness
my hand and official seal.


 


	
  

  	
   

  	
  /s/

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
  My Commission
  Expires:

  	
   

  	
  Residing at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



[Seal]



 19
 









 


EXHIBIT A


TO
MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT AMONG GENESIS, INC., MORTGAGOR
AND KENNECOTT MONTANA COMPANY, MORTGAGEE.


SCHEDULE OF CLAIMS


I.         PATENTED AND UNPATENTED MINING
CLAIMS AND MILLSITES


The following patented
and unpatented mining claims and millsites located in Lincoln and Sanders
Counties:


II.        FEE LAND



 20














FIRST AMENDMENT TO
THE FEBRUARY 21, 2000 

ASSET PURCHASE AND SALE AGREEMENT BETWEEN

KENNECOTT MONTANA COMPANY AND

STERLING MINING
COMPANY/GENESIS INC. FOR THE

TROY MINE AND ROCK CREEK PROJECT


THIS
FIRST AMENDMENT TO THE FEBRUARY 21, 2000 ASSET PURCHASE AND SALE AGREEMENT
BETWEEN KENNECOTT MONTANA COMPANY AND STERLING MINING COMPANY/GENESIS INC. FOR
THE TROY MINE AND ROCK CREEK PROJECT (this “First Amendment”), entered into and
effective as of the 18th day of May 2001 by and between Kennecott Montana
Company, a Delaware corporation, with its principal place of business at 224
North 2200 West, Salt Lake City, Utah 84116 (“Seller”)
and Sterling Mining Company (“Sterling”) and
Genesis Inc. (“Genesis”), both
Montana corporations with their principal business office at 424 S. Sullivan
Road, Suite 300, Veradale, WA 99037 (formerly, 2301 Colonial Drive, Helena,
Montana 59601) (collectively “Buyers”).


WITNESSETH, That:


WHEREAS
Seller and Buyers entered that certain Asset Purchase and Sale Agreement for
the Troy Mine and Rock Creek Project dated February 21, 2000 (the “Agreement”);
and


WHEREAS
the Agreement required Buyers to execute a promissory note (the “Note”) in the principal amount of five
million dollars ($5,000,000.00), said Note bearing simple interest in the amount
of nine percent (9%) per annum, payable semi-annually in arrears, and maturing
on February 21, 2004; and


WHEREAS
if the Sterling common stock has not traded on a public market for at least
thirty (30) calendar days at the time an interest payment is due on the Note,
Buyers may elect to defer the payment of interest, the same to be paid at the
due date of the Note in cash; and


WHEREAS
the Sterling common stock is not currently trading on a public market and
Buyers have been deferring the interest payments on the Note; and


WHEREAS
in accord with the Agreement, Genesis mortgaged certain property to Seller to
secure Buyers’ performance under the Agreement by a Mortgage, Security
Agreement and Financing Statement dated February 21, 2000 (the “Mortgage”): and


WHEREAS
Buyers have requested the release of certain property more particularly
described in the Partial Release of
Mortgage, attached hereto and incorporated herein by reference, (the
“Property”) from the Mortgage so
that said Property could be sold and the proceeds of said sale be applied
toward further work on the Troy Mine and Rock Creek Project by Buyers; and











WHEREAS
Seller is agreeable to releasing such Property if certain interest payments on
the Note are paid to Seller from the proceeds of the sale of the Property.


NOW,
THEREFORE, IN CONSIDERATION of the mutual agreement by the Parties to amend the
Agreement as provided herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:


1.                          Seller
agrees to release the Property from the Mortgage by executing the Partial Release of Mortgage in the form of
Exhibit A and delivering the same to Buyers at the time of execution of this
First Amendment.


2.                          Buyers
agree to use their best efforts to sell the Property and apply 100% of the
proceeds, less any payments to Seller, to further work on the Troy Mine and
Rock Creek Project. Any sale of the Property will be for cash only and the sale
transaction must be closed within two (2) years from the date of this First
Amendment. If the sale of the Property is not closed within two (2) years from
the date of this First Amendment, Buyers agree that the Property will once
again become security under the Mortgage and Buyers agree to take all necessary
action to reestablish the Property as security under the Mortgage.


3.                          If the
Property is sold, Buyers agree to pay to Seller the lesser of an amount equal
to twenty (20) percent of the proceeds from of sale of the Property or Four
Hundred and Fifty Thousand Dollars ($450,000.00). If the proceeds of sale from
the Property are received in installments by Buyers, an equal portion of each
installment payment will be paid to Seller so that Seller will have received
the lesser of an amount, equivalent to twenty (20) percent of the proceeds from
the sale of the Property or Four Hundred and Fifty Thousand Dollars
($450,000.00) at the time that all installments have been paid. Any payments
made to Seller pursuant to this Amendment will reduce the interest due to
Seller from Buyers on the Note by the amount of the payments.


4.                          Buyers
agree to keep Seller informed on their sales efforts for the Property by
periodically reporting to Seller on the status of these efforts and the
potential time frame and terms for any proposed sales.


5.                          Except
as may be necessary to give effect to the terms of this First Amendment, the
parties hereby ratify the Agreement, the terms, covenants and provisions of
which remain unchanged and in full force and effect.


IN
WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be
executed the day and year first above written.











 


	
  KENNECOTT MONTANA COMPANY

  	
   

  	
  STERLING MINING COMPANY

  
	
   

  	
   

  	
   

  
	
  By

  	
  Illegible

  	
   

  	
  By

  	
  Illegible

  
	
  Its 

  	
  CHIEF FINANCIAL
  OFFICER

  	
   

  	
  Its 

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENESIS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  Illegible

  
	
   

  	
   

  	
  Its 

  	
  President 

  
	
   

  	
   

  	
   

  



 















RECORD ID: 07/19/2001  
1:00  BOOK: 266  RECORDS  
PAGE:  833

Carol M. [illegible]   CLERK AND RECORDER
BY: Debra L [illegible] deputy   
FEE:  $12.00

DELIVER TO: GENESIS, INC.


EXHIBIT
A


PARTIAL
RELEASE OF MORTGAGE


Kennecott
Montana Company, a corporation incorporated under the laws of
the State of Delaware, and having its principal place of business at 224 North
2200 West, Salt Lake City, Utah 84116 (hereafter “Kennecott”) hereby RELEASES
and DISCHARGES from that Mortgage, Security Agreement and Financing Statement
dated the 21st day of February 2000 and executed by Genesis, Inc., a Montana corporation, with its principal place
of business at 424 S. Sullivan Road, Suite 300, Veradale, WA 99037 (formerly,
2301 Colonial Drive, Helena, Montana 59601), as Mortgagor in favor of Kennecott
as Mortgagee, and recorded February 23, 2000 in the office of the Clerk and
Recorder for Lincoln County Montana at Book 261 Records, Page 660 as document
number 145516 and as recorded February 23, 2000 in the County Recorders office
for Sanders County, Montana, as document number 237998 and Microfilm No. 30421
the following described real property situated in the County of Sanders, State
of Montana, comprising 716 acres, more or less, to wit:


NE1/4, S1/2NW1/4, SW1/4, SE1/4 of Section 15, Township
28 North, Range 33 West. NE1/4 of Section 16, Township 28 North, Range 33 West
except that portion beginning at a point on the southwesterly r/w line of
Forest Road No. 402, which point is 1772.9’ east and 839.6’ south from the
North 1/4 corner of Section 16, Township 28 North, Range 33 West; thence S 41°
18’ W, 466.67’ to point in beaver swamp; thence S 48° 42’ E, 466.67’; thence N
41° 18’ E, 466.67’ to steel rod on the southwesterly right of way
line of Forest Road No. 402; thence along said southwesterly right of way line,
N 48° 42’ E, 466.67 to beginning, said exception containing 5 acres.


[SEAL]











34137


Date
this 23rd day of May, 2001.


	
  Signed in the presence of:

  	
   

  	
  Signed:

  
	
  

  /s/ [Illegible]

  	
   

  	
  Kennecott
  Montana Company, Mortgagee

  
	
  

  /s/ [Illegible]

  	
   

  	
  By: 

  	
  

  /s/ [Illegible]

  



 


 


 


	
  STATE OF UTAH

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  §

  
	
  COUNTY OF SALT
  LAKE

  	
   

  	
  )

  	
   

  	
   

  



The foregoing instrument
was acknowledged before me this 23rd day of May, 2001, by Adrian F. Jackman, in his
capacity as Chief Financial Officer of Kennecott Montana Company.


 


	
  

  	
   

  	
  /s/ Lesli Smith

  
	
  [SEAL]

  	
   

  	
  NOTARY PUBLIC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Residing at:

  	
  SLC, UT

  



 


	
  My Commission Expires:

  	
  Aug. 20, 2001

  	
   

  



 


	
  242581

  	
   

  
	
   

  	
   

  
	
  STATE OF MONTANA, COUNTY OF
  SANDERS

  Recorded the 1st
  Day of June 2001 at 4:03 

  o’clock PM. Microfilm # 34137 

  Pat Ingraham County Recorder 

  Fee 1200 By [Illegible] Deputy

  	
  [SEAL]

  



 















SECOND
AMENDMENT TO THE FEBRUARY 21, 2000

ASSET PURCHASE

AND SALE AGREEMENT BETWEEN

KENNECOTT MONTANA COMPANY AND

STERLING MINING COMPANY/GENESIS INC.

FOR THE SALE OF TROY MINE

AND ROCK CREEK PROJECTS


THIS SECOND AMENDMENT TO
THE  FEBRUARY 21, 2000 ASSET PURCHASE
AND SALE AGREEMENT BETWEEN KENNECOTT MONTANA COMPANY AND STERLING MINING
COMPANY/GENESIS INC. FOR THE SALE OF TROY MINE AND ROCK CREEK PROJECTS (this “Second
Amendment), is entered into and effective as of the 1st day of August, 2001 by
and between Kennecott Montana Company, a  Delaware corporation, with its principal
place of business at 224 North 2200 West, Salt Lake City, Utah 84116 (“Seller”)
and Sterling Mining Company (“Sterling”)
and Genesis Inc. (“Genesis”), both
Montana corporations with their principal business office at 424 S. Sullivan
Road, Suite 300, Veradale, WA 99037 (collectively “Buyers”).


WITNESSETH, That:


WHEREAS Seller and Buyers
entered that certain Asset Purchase and Sale
Agreement for the Troy Mine and Rock Creek Project dated February
21, 2000 (the “Agreement”); and


WHEREAS the Parties
modified the Agreement by executing the First Amendment to the Agreement
effective the 18th day of May 2001; and


WHEREAS the Parties are
agreeable to modifying the Agreement in accord with the terms of this Second
Amendment.


NOW, THEREFORE, IN
CONSIDERATION of the mutual agreement by the Parties to amend the Agreement as
provided herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:


1. Definitions.
Unless otherwise indicated herein, all capitalized terms used in this Second
Amendment shall have the definitions assigned to them in the Agreement.


2. Amendment to the
Agreement. This Second Amendment constitutes an amendment to the Agreement
entered into in accordance with the requirements of Section 15.03 of the
Agreement. In the event of any conflict or inconsistency between the terms of
this Second Amendment and the terms of the Agreement, the terms of this Second
Amendment shall control.











not have a value of at least the amount required
above, the Buyers shall pay, in cash, the difference between the market value
or Appraised Value of the Total Stock and the amount required above at the
Stock Value Date.”


4. The Parties have had
several discussions concerning Buyers’ plans for the reopening of the Troy Mine
and the permitting/development of the Rock Creek Project (hereafter “Buyers’ Activities”). Buyers believe that
existing uncertainties and matters beyond Buyers’ control may cause delays in
Buyers’ Activities and that, as a consequence of such delays, Buyers may
request Seller to grant additional time to Buyers with respect to the valuation
of the Stock as required by paragraph 3.03(a)(1) of the Agreement beyond the
time provided by this Second Amendment and additional time for the payment of
the Note as required by paragraph 3.03(a)(2) of the Agreement. It is Seller’s
present intention to consider such request(s) by Buyer, if and when Buyer makes
such request(s) of Seller, and that such consideration shall take into account
the progress of Buyer’s Activities, existing uncertainties and matters beyond
Buyers’ control. Provided however, and notwithstanding the foregoing, Buyers
acknowledge and agree that any such grant of additional time by Seller shall be
at Seller’s sole election and determination, and that Seller has no obligation
whatsoever to grant additional time or otherwise waive or amend Buyers’
obligations under the Agreement.


5. Except as may be
necessary to give effect to the terms of this Second Amendment the terms,
covenants and provisions of the Agreement and the First Amendment and all
associated documents remain unchanged and in full force and effect.


IN WITNESS WHEREOF, the
Parties hereto have caused this Second Amendment to be executed the day and
year first above written.


 


	
  KENNECOTT MONTANA COMPANY

  	
   

  	
  STERLING
  MINING COMPANY

  
	
  By 

  	
  

  /s/ Illegible

  	
   

  	
  By 

  	
  

  /s/ Illegible

  
	
  Its

  	
  CFO

  	
   

  	
  Its

  	
  C.E.O.

  



 


	
  GENESIS INC.

  	
   

  	
   

  
	
  By 

  	
  

  /s/ Illegible

  	
   

  	
   

  	
   

  
	
  Its

  	
  President

  	
   

  	
   

  	
   

  



 
















THIRD
AMENDMENT

TO THE FEBRUARY 21,
2000 ASSET PURCHASE AND SALE AGREEMENT BETWEEN


KENNECOTT MONTANA COMPANY AND STERLING MINING COMPANY/GENESIS INC.
 FOR THE TROY MINE 

AND ROCK CREEK PROJECT


THIS
THIRD AMENDMENT TO THE FEBRUARY 21, 2000 ASSET
PURCHASE AND SALE AGREEMENT BETWEEN KENNECOTT MONTANA COMPANY AND
STERLING MINING COMPANY/GENESIS INC. FOR THE TROY MINE AND ROCK CREEK PROJECT
(this “Third Amendment”),  entered into and effective as of the 1st day of February, 2003 by
and between Kennecott Montana Company, a Delaware corporation, with its
principal place of business at 224 North 2200 West, Salt Lake City, Utah 84116
(“Seller”);  and Sterling Mining Company (“Sterling”)  and Genesis Inc. (“Genesis”),  both Montana corporations with their
principal business office at 424 S. Sullivan Road, Suite 300, Veradale, WA
99037 (collectively “Buyers”).


WITNESSETH, That:


WHEREAS
Seller and Buyers entered that certain Asset
Purchase and  Sale Agreement for
the Troy Mine and Rock Creek Project dated February 21, 2000 (the “Agreement”);  and


WHEREAS
the Parties modified the Agreement by executing the First Amendment effective
the 18th day of May 2001; and


WHEREAS
the Parties modified the Agreement by executing the Second Amendment effective
the 1st day of August 2001; and


WHEREAS
the Parties are agreeable to modifying the Agreement in accord with the terms
of this Third Amendment.


NOW,
THEREFORE, IN CONSIDERATION of the mutual agreement by the Parties to amend the
Agreement as provided herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:


1.
Unless otherwise indicated herein, all capitalized terms used in this Third
Amendment shall have the definitions assigned to them in the Agreement.


2.
This Third Amendment constitutes an amendment to the Agreement entered into in
accordance with the requirements of Section 15.03 of the Agreement. In the
event of any conflict or inconsistency between the terms of this Third
Amendment and terms of the Agreement or an earlier amendment, the terms of this
Third Amendment shall control.



 1
 









3.
In accord with paragraph 4 of the Second Amendment, the Parties are agreeable
to removing from the Agreement, as amended by the Second Amendment, the
requirement that the Stock obtain a specified value by certain dates or Buyers
will pay the difference between the value stipulated in the Second Amendment
for the applicable Stock Value Date and the market value or Appraised Value on
that Stock Value Date. Accordingly, the language of Paragraph 3.03(a)(1) of the
Agreement, as amended by the Second Amendment, is hereby deleted in its
entirety and is replaced with the following:


“At Closing, Sterling will
issue to Seller two million two hundred and fifty thousand (2,250,000) shares
of its common stock (the “Stock”).
On or before the later of (i) the date one year after any mining operation on
the Royalty Property (as defined below) owned by Genesis or Sterling (or an
Affiliate of either), achieves production at eighty percent (80%) of design
capacity, or (ii) December 31, 2015 (collectively, the “Royalty Exercise Date”), at its election,
Seller may choose to surrender the Stock to Sterling and receive a Two Percent
(2%) Net Smelter Return Royalty (NSR) on any production from a mine developed,
or to be developed, on the Royalty Property, said NSR to be capped at a total
payment of Eight Million Dollars ($8,000,000.00) (the “Capped Amount”). The land subject to the
2% NSR shall be termed the “Royalty Property”.
The Royalty Property shall be defined as any property owned by Genesis or
Sterling (or an Affiliate of either) as of the Royalty Exercise Date within two
(2) miles of the circumambient boundary of any of the following properties: (A)
those claim groups described as Claim Group V (“Cur”) and Claim Group VI (“Copper
Gulch and Rock Creek”) in Exhibit IV to this Agreement; (B) those claims
described as “Rock Creek Project — Patented Mining Claims — Sanders County”; and “Rock Creek Project —
Unpatented Mining Claims —
Sanders County, Claim Group V” all in Schedule 2.01(a) to the September 9, 1999
Asset Purchase and Sale Agreement Between Asarco Incorporated and Sterling
Mining Company for the Troy Mine and Rock Creek Project and (C) patented claims
HR 133 and HR 134, Mineral Survey Number 11012. Sterling shall create a
schedule accurately describing such Royalty Property within thirty (30) days
after Seller notifies Sterling that Seller elects to surrender the Stock and
receive the 2% NSR, which schedule shall become Schedule A to Exhibit VI of
this Agreement. If Seller elects to surrender the Stock to Sterling and receive
a 2% NSR, the Royalty shall accrue commencing with the quarter immediately
following the election. If Seller elects to surrender the Stock to Sterling and
receive a 2% NSR, Seller shall not be required to surrender any Sterling stock
acquired under Section 3.03(a)(2) or otherwise, it being agreed that the only
Sterling stock which Seller is required to surrender to obtain the NSR shall be
the 2,250,000 shares of Sterling common stock defined herein as the Stock. The
Capped Amount shall be adjusted from and after the date of this Third Amendment
by any changes to the Bureau of Labors



 2
 









Statistics, Consumer Price Index, U.S. City Average
with the base month being January, 2002. The NSR shall be calculated and paid
pursuant to the Royalty Deed attached hereto as Exhibit VI and incorporated
herein by reference. The NSR shall be the joint and several obligation of
Sterling and Genesis.”


4. In accord with the
paragraph 4 of the Second Amendment, the Parties are agreeable to extending the
due date of the Note and reducing the interest payable thereon and accordingly,
Paragraph 3.03(a)(2) of the Agreement is hereby deleted in its entirety and is
replaced with the following:


“A
promissory note of Buyers in the principal amount of five million dollars
($5,000,000) payable to the order of Seller to be executed on the Closing Date
(the “Note”). The Note shall bear
simple interest at the rate of one percent (1%) per annum above prime (“Prime”), payable semi-annually in arrears.
Prime shall be that amount as reported as the “Prime Rate” by the Wall Street Journal on the last day of the
quarter immediately preceding any interest due date or, in the event the Wall Street Journal ceases publication or
is otherwise unavailable, as published on the internet by the Federal Reserve
Bank of New York as the “Prime Rate” on the last day of the quarter immediately
preceding any interest due date at www.ny.frb.org/pihome/statistics/dlyrates,
or such other internet address as the Federal Reserve Bank of New York may
designate. The maturity date of the Note shall be February 21, 2008, that being
the date which is eight (8) years from the Closing Date (the “Term”). If the Stock of Sterling is traded
on a public market at the time an interest payment is due for no less than
thirty (30) calendar days, Seller may elect to take that interest payment in
cash or Sterling stock. If Seller elects to take an interest payment in
Sterling stock, for purposes of such payment, the stock shall be valued at the
average of its’ closing price for each trading day during the 30 calendar days
immediately preceding the payment. Seller may elect to defer an interest
payment, the same to be paid at the due date of the Note in cash. Seller will
be deemed to have deferred an interest payment if Seller had not requested in
writing such interest payment at least 30 days before its due date. Unpaid or
deferred interest shall earn interest at Prime plus one percent (1%) from and after
the due date. If Sterling should commence trading on a public market and
interest has been deferred and remains unpaid, with respect to such deferred
interest amount, Seller may elect to convert such accumulated amount into
Sterling stock at any time until the due date of the Note. For purposes of this
conversion, the Sterling stock shall be valued at the average of its closing
price for each trading day during the 30 calendar days immediately preceding
the conversion. Any Sterling stock transferred from Buyers to Seller pursuant
to this Section 3.03(2) shall (i) not be considered to be any portion of the
Total Stock and shall be excluded from any calculation



 3
 









determining whether Seller’s Total Stock represents
more than 22.5% of the then issued and outstanding capital stock of Sterling,
and (ii) be excluded from the Stock which Seller is required to surrender to
obtain the 2% NSR under Section 3.03(a)(1). Notwithstanding any provision to
the contrary, any notice or request under this Section 3.03(2) may be delivered
by fax or by Email as follows:




	
  If to Kennecott: 

  	
   

  	
  If
  to Sterling/Genesis:

  
	
  Fax:
  801-238-2488 

  	
   

  	
  Fax:
  509-891-8901

  
	
  Email:
  jackmana@kennecott.com 

  	
   

  	
  Email:
  smc@sterlingminingcompany.com

  
	
  Attn: A. Jackman
  

  	
   

  	
  Attn: F. Duval”

  






5.
This Third Amendment may be executed in several counterparts, each of which
when so executed shall be deemed to be an original, and all such counterparts
together shall constitute one and the same agreement. The parties agree that
this Third Amendment may be transmitted between them by facsimile machine. The
parties intend that fax signatures constitute original signatures and that a
faxed agreement containing the signatures (original or faxed) of all the
parties is binding on the parties.


6.
Except as may be necessary to give effect to the terms of this Third Amendment,
the terms, covenants and provisions of the Agreement and the First and Second
Amendments and all associated documents remain unchanged and in full force and
effect.


IN
WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be
executed the day and year first above written.


	
  KENNECOTT MONTANA COMPANY

  	
   

  	
  STERLING
  MINING COMPANY

  
	
  By 

  	
  

  /s/ Illegible

  	
   

  	
  By 

  	
  

  /s/ Frank Duval

  
	
  Its 

  	
  Sr. VP and CEO

  	
   

  	
  Its 

  	
  Chairman 

  Frank Duval

  



 


	
  GENESIS INC.

  	
   

  	
   

  
	
  By 

  	
  

  /s/ Frank Duval

  	
   

  	
   

  	
   

  
	
  Its 

  	
  President 

  Frank Duval

  	
   

  	
   

  



 



 4















EXHIBIT
VI


NET
SMELTER RETURNS ROYALTY DEED


WHEN RECORDED, RETURN TO:


Kennecott Montana Company


224 North 2200 West 

Salt Lake City, Utah 84116 

Attn: General Counsel


FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby expressly acknowledged, by this Net Smelter
Returns Royalty Deed (this “Royalty Deed”)
Sterling Mining Company, a Montana corporation, and Genesis Inc., a Montana
corporation (collectively, “Grantor”),
do hereby jointly and severally grant and convey to Kennecott Montana Company,
a Delaware corporation (“Royalty Holder”),
a “Net Smelter Returns Royalty” equal to the “Royalty Percentage” of the “Net
Smelter Returns”, each as hereinafter defined and computed, with respect to
production from the Royalty Property. (Grantor and Royalty Holder are referred
to individually as a “Party” and collectively as the “Parties”).


The Royalty described in this Royalty Deed is granted
pursuant to that certain February 21, 2000 Asset
Purchase and Sale Agreement,  as
amended, between Kennecott Montana Company and Sterling Mining Company/Genesis
Inc. for the Troy Mine and Rock Creek Project (the “Agreement”) and is subject to the terms and conditions of the
Agreement. A copy of the Agreement is maintained in the offices of Grantor and
Royalty Holder.


ARTICLE 1


DEFINITIONS


Any capitalized terms used but not otherwise defined
in this Royalty Deed shall bear the meaning ascribed to such capitalized terms
in the Agreement. As used herein, the following terms shall have the meanings
assigned to them as follows (in the event any term or definition of this
Royalty Deed shall conflict with any term or definition in the Agreement, the
term or definition in the Agreement shall control and govern):


1.1           “Affiliate” means any Person that directly or
indirectly Controls, is Controlled by, or is under common Control with, a
Party.


1.2           “Allowable Deductions” means: (i) all
tolling charges, treatment charges, umpire charges, and penalties that are
either paid or incurred by Grantor and their Affiliates for or in connection
with smelting, refining or beneficiation processes after the Products



 5
 









leave the Mine Site (meaning Grantor’s mine
excavations on the Royalty Property and ancillary facilities including, without
limitation, leach pads, stockpiles and storage facilities on and in the
vicinity of the Royalty Property); and (ii) all transportation costs which are
either paid or incurred by Grantor and their Affiliates for transportation
(including insurance) of Products away from the Mine Site to a refinery,
smelter, or other place of mineral treatment or beneficiation and from there to
the place or places of storage and sale to the ultimate purchaser.


1.3           “Company”
shall mean either, or both of, Sterling Mining Company, a Montana corporation,
and Genesis Inc., a Montana corporation, which, collectively, are the Grantor
under this Deed and which undertake the obligations hereunder on a joint and
several basis.


1.4           “Control”
used as a verb means, when used with respect to an entity, the ability,
directly or indirectly through one or more intermediaries, to direct or cause
the direction of the management and policies of such entity through (a) the
legal or beneficial ownership of voting securities or membership interests; (b)
the right to appoint managers, directors or corporate management; (c) contract;
(d) operating agreement; (e) voting trust; or otherwise; and, when used with
respect to an individual, means the actual or legal ability to control the
actions of another, through family relationship, agency, contract or otherwise;
and “Control” used as a noun means an interest which gives the holder the
ability to exercise any of the foregoing powers.


1.5           “Deemed
Receipts” shall mean the following:


1.5.1
       Where the Grantor or its Affiliates
produce as a final Product or have produced as a final Product through a
tolling or smelting or refining contract or any other transaction that results
in the return to, or credit to the account of, Grantor or its Affiliates, of
refined copper meeting either the good delivery requirements of the London
Metal Exchange (“LME”) for Grade “A” Copper Cathode or for High Grade Copper
meeting the COMEX division of the New York Mercantile Exchange (“COMEX”)
requirements for delivery, and/or fine gold bullion of .995 or better (“Gold
Bullion”) and/or silver bullion of .9995 or better (“Silver Bullion”), in each
case from ores or other material mined and removed from the Royalty Property,
then notwithstanding anything in this Royalty Deed to the contrary, the term “Deemed
Receipts” for such metal shall be deemed to mean the net number of pounds
avoirdupois of copper or troy ounces of Gold Bullion and Silver Bullion, as the
case may be, returned to, or credited to the account of, Grantor or its
Affiliates in a calendar quarter, multiplied by: (i) for copper, the average of
the LME Settlement Price for Grade “A” Copper Cathode in the case of LME Grade “A”
Copper Cathode or of the COMEX most nearby spot price in the case of COMEX High
Grade Copper, in each case for the calendar quarter in which such copper is
returned or credited; (ii) for Gold Bullion, the average London Bullion Market
Association P.M. Gold Fixing for the calendar quarter in which such bullion is
returned or credited; or (iii) for Silver Bullion, the average London Bullion
Market Association Silver Fixing for the calendar quarter in which such bullion
is returned or credited.



 6
 









1.5.2
       The average price for the calendar
quarter shall be determined by dividing the sum of all daily prices posted
during the relevant calendar quarter by the number of days that prices were
posted. The posted price shall be obtained, in the case of LME Grade “A” copper
cathode or COMEX Grade Copper, from Platt’s Metals Price Alert, Metals Week
Monthly Averages for the applicable period or Metals Bulletin, but corrected to
the official quotations of COMEX or the London Metal Exchange in the event of
printing errors, and for other prices, The Wall Street Journal, Reuters, or
other reliable source selected by the Grantor. If the LME Settlement Price for
Grade “A” Copper Cathode, or the COMEX most nearby spot price for High Grade
Copper, the London Bullion Brokers P.M. Gold Fixing or the London Bullion
Brokers Silver Fixing, as the case may be, ceases to be published, the Parties
shall agree upon a similar alternative method for determining the average daily
spot market price for refined copper, Gold Bullion or Silver Bullion, as the
case may be, or upon failure to so agree, the average of the daily LME
settlement prices during such period, as reasonably determined by the Grantor,
shall be used.


1.5.3
       In the case where an intermediate
Product not described above as a final Product is distributed to an Affiliate
of the Grantor and such intermediate Product is converted by such Affiliate or
a third Person on behalf of such Affiliate to a Product meeting the standards
set forth in this definition, then for purposes of calculating Deemed Receipts
such Product shall be deemed produced, and the Deemed Receipts received, by the
Grantor.


1.6           “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, from time to time, applied on a consistent basis.


1.7           “Grantor”
shall mean the Company and their successors and assigns.


1.8           “Net
Smelter Returns” shall be the Receipts less the Allowable Deductions
pertaining to such Receipts, in each case for the applicable calendar quarter.


1.9           “Net
Smelter Returns Royalty” means the royalty granted by this Royalty
Deed


1.10
        “Person”
shall mean an individual, corporation, trust, partnership, limited liability
company, joint venture, unincorporated organization, firm, estate, governmental
authority or any agency or political subdivision thereof, or other entity.


1.11
        “Physical
Product Receipts” shall mean revenues received on the accrual method
as provide for in paragraph 3.1 for Products other than those described in the
definition of “Deemed Receipts”. The amount of such revenues shall be
determined as follows:


1.11.1
     If Products mined and removed from
the Royalty Property are sold to a smelter, refiner or other purchaser (other
than the Grantor or Affiliates of the Grantor) in the form of a crude or
intermediate Product not meeting the requirements in



 7
 









subsection 1.5.1 of the
definition of “Deemed Receipts” for metals as provided above (such as the sale
of copper concentrates) or are distributed to an Affiliate but are not
converted by such Affiliate into a final Product meeting the requirements in
the definition of “Deemed Receipts” for metals as provided above, then the
amount of Physical Product Receipts with respect to such crude or intermediate
Product shall equal the amount of net revenues actually received by the Grantor
from the physical sale of the payable metals in such Products to the smelter,
refiner or other purchaser of Products, including any bonuses, premiums, and
subsidies, and after deducting all Allowable Deductions, whether deducted by
the purchaser or paid or incurred by the Grantor. In the case where such
products are distributed in kind to an Affiliate of the Grantor and then are
sold without further processing by or for such Affiliate, such sale shall be
deemed to be a sale by the Grantor for the purposes of making the calculations
in this subsection 1.11.1 and the Receipts shall be deemed to have been
received by the Grantor.


1.11.2
     If Products mined and removed from
the Royalty Property and distributed to an Affiliate in any transaction that is
not covered by either subsection 1.11.1 above or the definition of Deemed
Receipts, then in such event the Receipts attributed to such Products shall be
the fair market value price that would otherwise be received from a third Party
in an arm’s length transaction for the sale of such Product, net of any
Allowable Deductions incurred.


1.11.3
     Promptly after commencement of
commercial production, the Parties will endeavor to agree on the representative
quality, penalty elements and other factors that would affect the commercial
terms for such Products, subject to variations in the normal production and
operation of the facilities, on which to base such calculation. Such fair
market value shall be reasonably determined by the Grantor on the basis of
world terms from the average of quotations from at least two custom smelters in
North or South America, Japan, Korea or Europe, to which such Products would
otherwise be shipped and processed, for like kind, quality and grade of such
Products, on an annual basis with the quotations obtained during the months of
September through December of the calendar year preceding the year that such
Products are produced.


1.11.4
     In lieu of setting the fair market
value price for such Products based on 1.11.1 or 1.11.2 above, the Grantor and
the Royalty Holder may mutually elect, in a writing signed by both Parties, to
establish such price by reference to an independent industry expert to act as a
single referee mutually agreed by the Parties to determine the matter as
provided in Section 4.4 of this Deed.


1.12
        “Products”
shall mean all ores, concentrates, precipitates, cathodes, leach solutions,
doré, or any other primary, intermediate or final metallic products extracted,
mined and removed from the Royalty Property for commercial sale. Products shall
not include any material mined and removed from the Royalty Property for use by
Grantor for roads, foundations, concrete or other construction or industrial
uses relating to the Royalty Property or material that is processed that did
not originate from the Royalty Property.



 8















1.13
            “Royalty Property” shall mean (i) those properties in                         
county [counties],
described in Schedule A to this Exhibit VI.


1.14
            “Receipts” shall be the sum of Physical Product Receipts and
Deemed Receipts for the applicable calendar quarter. Receipts shall not include
any revenue or losses from any Trading Activities.


1.15
            “Royalty Deed” means this Net Smelter Returns Royalty Deed.


1.16
            “Royalty Holder” shall mean the Person or entity entitled to
receive the Net Smelter Returns payment provided for in this Deed.


1.17
            “Royalty Percentage” shall mean two percent (2%).


1.18
            “Trading Activities” shall mean any and all price hedging and
price protection activities undertaken by Grantor or their Affiliates with
respect to any Products, raw materials, interest rates or currency exchanges
including without limitation, any forward sale and/or purchase contracts,
spot-deferred contracts, option contracts, speculative purchases and sales of
forward, futures and option contracts, both on and off commodity exchanges.
Such Trading Activities, and the profits and losses generated thereby, shall
not, in any manner, be taken into account in the calculation of royalties due
to Royalty Holder, whether in connection with the determination of price, the
date of sale, or the date any royalty payment is due. The Royalty Holder
acknowledges that Grantor and its Affiliates engaging in Trading Activities may
result in Grantor and its Affiliates realizing from time to time fewer or more
profits for Products than does Royalty Holder, since Royalty Holder’s royalty
is established by published prices, in the case of metals described in the
definition of Deemed Receipts and the sales price of the physical commodity to
be delivered, in the case of other Physical Product Receipts. Similarly,
Royalty Holder shall not be obligated to share in any losses generated by any
such Trading Activities with respect to the sales of any Copper, Gold Bullion
or Silver Bullion or any other Products.


1.19
            “Transfer” shall mean any sale, grant, assignment, conveyance,
encumbrance, pledge, hypothecation, abandonment or other transfer.


ARTICLE
2


COMPUTATION
AND PAYMENT OF NET SMELTER RETURNS


2.1               Computation.
To compute the Net Smelter Returns Royalty, the Grantor shall multiply the Net
Smelter Returns by the Royalty Percentage in each case for the immediately
preceding calendar quarter.


2.2               Payments.
The Grantor shall pay to the Royalty Holder a payment equal to the Net Smelter
Returns Royalty computed under Section 2.1 within ninety (90) days after the
end of the calendar quarter for which such computation is made, and shall
deliver with such payment a copy of the calculations used in connection with
such



 9
 









payment. Any overpayments
or underpayments shall be corrected in the next calendar quarter following
determination of such adjustment.


ARTICLE
3


ACCOUNTING
MATTERS


3.1               Accounting
Principles. All Receipts and Allowable Deductions shall be
determined in accordance with GAAP as applied by the Grantor. Receipts and
Allowable Deductions shall be determined by the accrual method.


ARTICLE
4


AUDITS
AND DISPUTES


4.1               Audit.
The Royalty Holder, upon written notice, shall have the right to undertake,
either directly or through an independent firm of certified public accountants,
an audit of the records that relate to the calculation of the Net Smelter
Returns Royalty within twelve (12) months after receipt of a payment under
Section 2.2 hereof. Any calculation not so audited shall be deemed final and
shall not thereafter be subject to audit or challenge.


4.2               Disputes.
The Royalty Holder shall be deemed to have waived any right it may have had to
object to a payment made for any calendar quarter, unless it provides notice in
writing of such objection within twelve (12) months after receipt of final
payment for the calendar quarter.


4.3               Arbitration.


4.3.1
       In the event that (i) any dispute
arising out of or relating to this Royalty Deed or its breach, termination or
validity then shall such claim, controversy or dispute, upon written notice by
either Party to the other, be finally settled by arbitration administered under
the rules then pertaining of the American Arbitration Association.


4.3.2
       The arbitration shall be heard by a
panel of three (3) independent and impartial arbitrators all of whom shall be
selected from a list of neutral arbitrators having mining and/or base metals
and concentrates markets experience, supplied by AAA. From such list, each
Party shall select one (1) arbitrator, and the arbitrators so selected shall
select a third. The panel shall designate one (1) among them to serve as chair.


4.3.3
       The arbitration proceedings shall
be conducted in the city of Salt Lake City.


4.3.4
       Any Party may seek interim or
provisional remedies under the Federal Rules of Civil Procedure and the United
States Federal Arbitration Act as necessary to protect the rights or property
of the Party pending the decision of the arbitrators.



 10
 









4.3.5
       The Parties shall allow and
participate in limited discovery for the production of documents and taking of
depositions, which shall be conducted in accordance with the CPR Institute for
Dispute Resolution Rules for Non-Administered Arbitration (Revised and
Effective September 15, 2000). All discovery shall be completed within sixty
(60) days following the filing of the answer or other responsive pleading.
Unresolved discovery disputes shall be brought to the attention of the chair of
the arbitration panel and may be disposed of by the chair.


4.3.6
       Each Party shall have up to fifty
(50) hours to present evidence and argument in a hearing before the panel of
arbitrators, provided that the chair of the panel of arbitrators may establish
such longer times for presentations as the chair deems appropriate.


4.3.7
       The arbitration award shall be
rendered by the arbitrators within fifteen (15) business days after conclusion
of the hearing of the matter, shall be in writing and shall specify the factual
and legal basis for the award.


4.3.8
       The arbitrators are empowered to
order money damages in compensation for a Party’s actual damages, specific
performance or other appropriate relief to cure a breach; provided, however,
that the arbitrators will have no authority to award special, punitive,
exemplary, consequential or liquidated damages, loss of profits or any other
money damages that are not measured by the prevailing Party’s actual damages.


4.3.9        Any
judgment upon the award rendered by the arbitration may be entered in any court
of competent jurisdiction and shall be deemed to be a final and non-appealable
order.


4.4               Referee Procedures. These procedures shall
apply to any disagreement between the Parties with respect to the fair market
value of a Product in determining “Physical Product Receipts.”


4.4.1        Any
Person appointed as a referee shall be of sound commercial background and with
knowledge of the base metals and concentrates markets. The Parties shall
endeavor to prepare a list of five (5) names of such experts within one (1)
month after the signing of this Royalty Deed for such purposes and shall
endeavor on an annual basis to revise the same as necessary to keep such list
current. No Person who has been an employee, consultant or otherwise provided
services (other than as an umpire) to either Party hereto or any of their
respective Affiliates during the two (2) years preceding the appointment shall
be eligible to act as a referee.


4.4.2        A
request for determination of the fair market value of a Product may be
initiated by a Party by written notice to the other Party at any time. The
Parties shall attempt to agree on a suitable referee from the list described in
subsection 4.4.1 within ten (10) business days of the receipt by the other
Party of such notice. If the Parties are unable to agree on the appointment of
the single referee within ten (10)



 11
 









business days after the
matter is to be referred to a referee for determination under this Deed, then
each Party shall appoint one (1) referee and a third (3rd) referee shall be appointed
by agreement of the first two referees. If either Party fails to appoint its
respective referee within ten (10) business days after such initial ten (10)
business day period, such referee shall be appointed by the President of Center
for Public Resources in Phoenix, Arizona and the costs for such appointment
shall be paid by the Party failing to appoint such referee. If the two referees
fail to agree on the third referee within fifteen (15) business days after the
appointment of the second referee, such third referee shall be appointed by the
President of the Center for Public Resources and the costs of such appointment
shall be paid equally by the Parties.


4.4.3
       Each Party shall submit its
respective position as to the commercial terms to the referee(s) and to the
other Party within ten (10) business days after the referee(s) has (have) been
appointed. The parties shall then have a further ten (10) business days to
review the other’s submission and to submit a written rebuttal to the
referee(s) (the “Submission Period”). To the maximum extent practical, the
terms submitted by each Party shall be based on the world terms for copper
concentrates as determined at the time of such negotiations by reference to
then current international transactions and agreements for the sale of copper
concentrates between major mines and custom smelters located in Japan, Korea,
North and South America and Western Europe under other long term contracts with
a duration of at least twelve (12) months. For such purpose, reference shall be
made only to transactions and agreements for the sale of copper concentrates in
quantities of not less than approximately 10,000 wet metric tonnes per year.
Consideration shall not be given to contracts between buyers and sellers of
concentrates in which one party is a majority owner of or is able to exercise
Control over the other, or to terms or special elements contained in a contract
that are the product of the financing arrangements for the particular mine or
smelter involved. Consideration shall, however, be given to the quantity of
gold contained in such concentrates and to the lack or presence of, deleterious
and penalty elements.


4.4.4
       Within twenty (20) business days
after expiry of the Submission Period, the referee(s) shall determine any such
issue by selecting one of such two positions advanced by the Parties. Any
decision of the single referee, or a majority of the three referees, as
applicable, made in accordance with this Royalty Deed may be challenged under
the arbitration procedures in Section 4.3 above, if the same is made within
thirty (30) days after the date of such decision. If the same is not
challenged, the decision of the referee(s) shall be final and binding on the
Parties.


4.4.5
       The decision of the referee(s) (or
arbitrator if such matter is ultimately decided by an arbitrator pursuant to
Section 4.3 above) shall govern for that calendar year and the following
calendar year for any such shipment of intermediate Products and shall apply
retroactively to the period for which the Parties were to have reached
agreement.



 12















ARTICLE
5


GENERAL


5.1           Records.
Grantor shall keep accurate records of tonnage, volume of Products, analyses of
Products, weight, moisture, assays of payable metal content and other records,
as appropriate, related to the computation of Net Smelter Returns hereunder.


5.2           Right
to Inspect. The Royalty Holder or its authorized representative on
not less than ten (10) days’ notice to the Grantor, may enter upon all surface
and subsurface portions of the Royalty Property for the purpose of inspecting
the Royalty Property, all improvements thereto and operations thereon, and may
inspect and copy all records and data pertaining to the computation of its
interest, including without limitation such records and data which are
maintained electronically. The Royalty Holder or its authorized representative
shall, subject to the provisions of this Section 5.2, enter the Royalty
Property at the Royalty Holder’s own risk and may not unreasonably hinder
operations on or pertaining to the Royalty Property. The Royalty Holder shall,
in the absence of gross negligence or willful misconduct by Grantor, indemnify
and hold harmless the Grantor and its Affiliates (including without limitation
direct and indirect parent companies), and its or their respective directors,
officers, shareholders, employees, agents and attorneys, from and against any
Liabilities which may be imposed upon, asserted against or incurred by any of
them by reason of injury to the Royalty Holder or any of its agents or
representatives caused by the Royalty Holder’s exercise of its rights herein.


5.3           Notices.


5.3.1        All notices, payments and other required
communications (herein “Notices”) to the Affiliates shall be in writing, and
shall be addressed respectively as follows:


if to Grantor:


___________________________

c/o ________________________

___________________________

___________________________

Attention: ______

Telecopier: (___)

Telephone: (___)


If to Royalty Holder:


Kennecott Montana Company

224 North 2200 West

Salt Lake City, Utah 84116 

Attention: Chief Financial Officer

Telecopier: (____) _________

Telephone: (____) _________



 13
 









5.3.2        All Notices shall be given (i) by
personal delivery, or (ii) by electronic communication, with a confirmation
sent by registered or certified mail return receipt requested, or (iii) by
registered or certified mail return receipt requested or by commercial courier.
All Notices shall be effective and shall be deemed delivered (i) if by personal
delivery, on the date of delivery if delivered during normal business hours,
and, if not delivered during normal business hours, on the next business day
following delivery, (ii) if by electronic communication, on the next business
day following actual receipt of the mailed confirmation, and (iii) if solely by
mail or by commercial carrier, on the next business day after actual receipt. A
Party may change its address by Notice to the other Party.


5.4           Real
Property Interest. The Net Smelter Returns interest provided in this
Royalty Deed shall be a joint and several obligation of Sterling Mining Company
and Genesis, Inc., and their respective successors and assigns, and shall
attach to (i) any amendments, relocations, adjustments, resurvey, additional
locations or conversions of any mining claims comprising the Royalty Property;
and (ii) to any renewal, amendment or other modification or extensions of any
leases of any real property interests comprising the Royalty Property. The Net
Smelter Returns interest shall be a real property interest that runs with the
Royalty Property and shall be applicable to the Grantor and their successors
and assigns of the Royalty Property.


5.5           Confidentiality.


5.5.1        Except as provided in Section 5.5.2, all
information and data provided to the Royalty Holder under the terms of this
Royalty Deed shall not be disclosed by the Royalty Holder to any third Party or
the public without the prior written consent of the Grantor, which consent
shall not be unreasonably withheld.


5.5.2        The consent required by Section 5.5.1
shall not apply to a disclosure:


(a)
          By a Royalty Holder to a
potential successor of all or any significant portion of its interests under
this Royalty Agreement, or to a potential successor by consolidation or merger,
or to a proposed joint venture or partnership in which such Royalty Holder may
become a participating partner or venturer;


(b)
          To an Affiliate or
representative that has a bona fide need to be informed (but subject to the
obligations of confidentiality herein);


(c)
          To a governmental agency or to
the public which the disclosing Affiliate believes in good faith is required by
applicable Law or the rules of any stock exchange;



 14
 









(d)
          Made in connection with
litigation or arbitration involving a Party where such disclosure is required
by the applicable tribunal or is, on the advice of counsel for such Party,
necessary for the prosecution of the case, but subject to prior notification to
the other Party to enable such Party to seek appropriate protective orders.


5.5.3        Prior to any disclosure described in
Subsections 5.5.2(a) or (b) above, such third Party shall first agree to
protect the confidential information from further disclosure to the same extent
as the Parties are obligated under this Section 5.5.


Notwithstanding anything
contained in this Agreement to the contrary, a Party shall not disclose
pursuant to this Agreement any geological, engineering or other data to any
third Party without disclosing the existence and nature of any disclaimers
which accompany such data and the requirements of applicable law or regulation
or rules of the applicable stock exchange for public reporting, as the case may
be.


5.6           Commingling.
The Grantor shall have the right to commingle ore, concentrates, minerals and
other material mined and removed from the Royalty Property from which Products
are to be produced, with ore, concentrates, minerals and other material mined
and removed from other lands and properties; provided, however, that the
Grantor shall calculate from representative samples the average grade thereof
and other measures as are appropriate, and shall weigh (or calculate by volume)
the material before commingling. In obtaining representative samples,
calculating the average grade of the ore and average recovery percentages, the
Grantor may use any recognized procedures broadly accepted in the mining and
metallurgical industry as being suitable for the type of mining and processing
activity being conducted and, in the absence of fraud, its choice of such
procedures shall be final and binding on the Royalty Holder. In addition,
comparable procedures may be used by the Grantor to apportion among the
commingled materials all penalty and other charges and deductions, if any,
imposed by the smelter, refiner, or purchaser of such material.


5.7           Change
in Ownership of Right to Net Smelter Returns Payments. No change or
division in the ownership of the Net Smelter Returns Royalty, however
accomplished, shall enlarge the obligations or diminish the rights of Grantor.
Royalty Holder covenants that any change in ownership of the Net Smelter
Returns Royalty shall be accomplished in such a manner that Grantor shall be
required to make payments and give notice to no more than one Person, and upon
breach of this covenant, Grantor and its Affiliates may retain all payments
otherwise due in escrow until the breach has been cured. No change or division
in the ownership of the Net Smelter Returns Royalty shall be binding on Grantor
until a certified copy of the recorded instrument evidencing the change or
division in ownership has been received by Grantor. Grantor covenants to take
any actions reasonably requested by Royalty Holder in order to facilitate the
proper recording of this Royalty Deed.


5.8           Assignment
by Grantor. Subject always to this Royalty Deed, Grantor shall be
free to Transfer all or any portion of its interest in the Royalty Property. If
the Grantor Transfers all or any portion of its interest in the Royalty
Property, upon obtaining from the transferee a written assumption of the
obligations of the Grantor pursuant to this



 15
 









Royalty Deed with respect
to the interest so Transferred, the Grantor shall thereupon be relieved of all
liability for payment of royalties under this Royalty Deed for any royalties
that may thereafter arise with respect to such transferred interest.


 


IN
WITNESS WHEREOF, Grantor has executed this Royalty Deed and
the same has been accepted by the Royalty Holder on ___________________, 20__.


 


	
  STERLING MINING COMPANY:

  	
   

  	
  ROYALTY
  HOLDER:

  
	
  



  	
   

  	
  



  
	
  By:

  Title:

  	
   

  	
  By:

  Title:

  



 




	
  GENESIS INC.

  	
   

  	
   

  
	
  



  	
   

  	
   

  
	
  By:

  Title:

  	
   

  	
   

  



 


 



 16















	
  STATE OF _________

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF ____

  	
  )

  



On
this, the ___ day of ________, 20__, before me, the undersigned Notary Public, personally appeared __________________, the
____________________, of ____________, a _____________ company, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged that he/she
executed the same on behalf of the Grantor for the purposes therein contained.


IN WITNESS WHEREOF, I
hereunto set my hand and official seal.


	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  My commission expires:

  	
   

  	
   

  	
   

  



 


 


	
  STATE OF __________

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF _____

  	
  )

  



On this, the ____ day of __________, 20__, before me,
the undersigned Notary Public, personally appeared _________________, the
_______________________ of ________________, a ______________  company, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged that he/she
executed the same on behalf of the Grantor for the purposes therein contained.


IN WITNESS WHEREOF, I hereunto set my hand and
official seal.


	
   

  	
   

  	
   

  	
   

  
	
  Notary Public

  My commission expires:

  	
   

  	
   

  	
   

  



 


 


	
  STATE OF __________

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF _____

  	
  )

  



On this, the ___ day of _____________, 20__, before
me, the undersigned Notary Public, personally appeared ______________, the
__________________ of ________________, a _________________  company, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged that he/she
executed the same on behalf of the Royalty Holder for the purposes therein
contained.


IN WITNESS WHEREOF, I hereunto set my hand and
official seal.


	
  

  	
   

  	
   

  	
   

  
	
  Notary Public

  My commission expires:

  	
   

  	
   

  	
   

  



 



 17















SCHEDULE
A 

TO EXHIBIT VI


The
Royalty Property



 18















FOURTH
AMENDMENT

TO THE FEBRUARY 21, 2000 ASSET PURCHASE AND
SALE AGREEMENT BETWEEN KENNECOTT MONTANA COMPANY AND REVETT SILVER
COMPANY/GENESIS, INC. FOR THE TROY MINE AND ROCK CREEK PROJECT


THIS
FOURTH AMENDMENT TO THE FEBRUARY 21, 2000 ASSET
PURCHASE AND SALE AGREEMENT BETWEEN KENNECOTT MONTANA COMPANY AND
REVETT SILVER COMPANY/GENESIS, INC. FOR THE TROY MINE AND ROCK CREEK PROJECT
(“Fourth Amendment”), entered into
and effective as of this 26th day of January, 2005, by and between Kennecott
Montana Company, a Delaware corporation (“Seller”);
and Revett Silver Company, formerly Sterling Mining Company (“Revett Silver”) and Genesis, Inc. (“Genesis”), both Montana corporations
(collectively “Buyers”).


WITNESSETH, That:


WHEREAS
Seller and Buyers entered that certain Asset
Purchase and Sale Agreement for the Troy Mine and Rock Creek Project dated
February 21, 2000, as modified by the First Amendment effective May 18, 2001,
the Second Amendment effective August 1, 2001 and the Third Amendment effective
February 1, 2003 (the “Agreement”);


AND
WHEREAS on February 18, 2000, Revett Silver issued two million two hundred and
fifty thousand (2,250,000) shares of its common stock to the Seller;


AND
WHEREAS it is anticipated that Revett Silver will become a wholly-owned subsidiary
of Revett Minerals Inc. (“Revett Minerals”),
a Canadian corporation, upon the filing by Revett of articles of share exchange
with the Montana Secretary of State pursuant to the Montana Business Corporation Act (the “Share Exchange”);


AND
WHEREAS Genesis conveyed the assets of the Rock Creek Project to RC Resources,
Inc (“RC Resources”), a Montana
corporation wholly-owned by Revett Silver;


AND
WHEREAS the parties wish to amend the Agreement in certain respects, which
amendments shall, with the exception of Section 3 of this Fourth Amendment,
become effective, if and only if, the Share Exchange becomes effective within a
period of 60 days from the date hereof;


NOW,
THEREFORE, IN CONSIDERATION of the mutual agreement by the parties to amend the
Agreement as provided herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:


1.                          Unless
otherwise indicated herein, all capitalized terms used in this Fourth Amendment
shall have the definitions assigned to them in the Agreement.


2.                          This
Fourth Amendment constitutes an amendment to the Agreement entered into in
accordance with the requirements of Section 15.03 of the Agreement. In the
event of any conflict or inconsistency between the terms of this Fourth
Amendment and the terms of the Agreement, the terms of this Fourth Amendment
shall control.













3.                          Kennecott hereby consents to the conveyance of
the assets of the Rock Creek Project to RC Resources, Inc., it being
acknowledged and agreed that such consent does not and shall not release the
transferred properties from the Mortgage, it being the intent of the parties that the Mortgage continues in such
transferred properties.


4.                          Section
3.03(a)(1) of the Agreement is hereby deleted and the following substituted
therefor:


“On or before the later of (i) the date one year after
any mining operation on the Royalty Property (as defined below) owned by RC
Resources, Inc. or Revett Silver (or an Affiliate of either), achieves
production at eighty percent (80%) of design capacity, or (ii) December 31,
2015 (collectively, the “Royalty Exercise
Date”), at its election, Seller may choose to surrender the
2,250,000 common shares of Revett Minerals received by the Seller pursuant to
the Share Exchange (the “Shares”)
to Revett Minerals and upon receipt of such shares, Revett Minerals shall cause
Revett Silver to grant the Seller a Two Percent (2%) Net Smelter Return Royalty
(“NSR”) on any production from a
mine developed, or to be developed, on the Royalty Property, said NSR to be
capped at a total payment of Eight Million Dollars ($8,000,000.00) (the “Capped Amount”). The land subject to the
2%  NSR shall be termed the “Royalty Property”. The Royalty Property
shall be defined as any property owned by RC Resources or Revett Silver (or an
Affiliate of either) as of the Royalty Exercise Date within two (2) miles of
the circumambient boundary of any of the following properties: (A) those claim
groups described as Claim Group V (“Cur”) and C1aim Group VI (“Copper Gulch and
Rock Creek”) in Exhibit IV to this Agreement; (B) those claims  described as “Rock Creek Project —
Patented Mining Claims — Sanders County”; and “Rock Creek Project — Unpatented
Mining Claims — Sanders County, Claim Group V” all in schedule 2.01(a) to the
September 9, 1999 Asset Purchase and Sale Agreement Between Asarco Incorporated
and Sterling Mining Company for the Troy Mine and Rock Creek Project and (C)
patented claims HR  133 and HR
134, Mineral Survey Number 11012. Revett Silver shall create a schedule
accurately describing such Royalty Property within thirty (30) days after
Seller notifies Revett Silver that Seller elects to surrender the Shares and
receive a 2%  NSR, which schedule
shall become Schedule A to Exhibit VI of this Agreement. If Seller elects to
surrender the Share to Revett Minerals and receive a 2% NSR, the Royalty shall accrue commencing with
the quarter immediately following the election. If Seller elects to
surrender the Shares to Revett Minerals and receive a 2% NSR,. Seller shall not
be required to surrender any Revett Minerals shares acquired under Section
3.03(a)(2) or otherwise, it being agreed that the only Revett Minerals shares
which Seller is required to surrender to obtain the NSR shall be the 2,250,000
common shares of Revett Minerals received by the Seller pursuant to the Share
Exchange, defined herein as the Shares. The Capped Amount shall be adjusted
from and after the date of this Fourth Amendment by any



 2
 









changes to the Bureau of Labors Statistics, Consumer
Price Index, U.S. City Average with the base month being January, 2002. The NSR
shall be calculated and paid pursuant to the Royalty Deed attached hereto as
Exhibit VI and incorporated herein by reference. The NSR shall be the joint and
several obligation of Revett Silver and Genesis.”


5.                          Section
3.03(a)(2) of the Agreement is hereby deleted and the following substituted
therefor:


“A promissory note of Buyers in the principal amount
of five million dollars ($5,000,000) payable to the order of Seller to be
executed on the Closing Date (the “Note”).
The Note shall bear simple interest at the rate of one percent (1%) per annum
above prime (“Prime”), payable
semi-annually in arrears. Prime shall be that amount as reported as the “Prime
Rate” by the Wall Street Journal on
the last day of the quarter immediately preceding any interest due date or, in
the event the Wall Street Journal ceases publication or is otherwise
unavailable, as published on the internet by the Federal Reserve Bank of New
York as the “Prime Rate” on the last day of the quarter immediately preceding
any interest due date at www.ny.frb.org/pihome/statistics/dlyrates, or such
other internet address as the Federal Reserve Bank of New York may designate.
The maturity date of the Note shall be February 21, 2008, that being the date
which is eight (8) years from the Closing Date (the “Term”). If common shares of Revett Minerals are traded on a
public market at the time an interest payment is due for no less than thirty
(30) calendar days and provided that a prospectus and registration exemption
exists under all applicable securities legislation, Seller may elect to take
that interest payment in cash or Revett Minerals common shares. If Seller
elects to take an interest payment in Revett Minerals common shares, for
purposes of such payment, the common shares shall be valued at the average of
its closing price for each trading day during the 30 calendar days immediately
preceding the payment. Seller may elect to defer an interest payment, the same
to be paid at the due date of the Note in cash. Seller will be deemed to have
deferred an interest payment if Seller had not requested in writing such
interest payment at least 30 days before its due date. Unpaid or deferred
interest shall earn interest at Prime plus one percent (1%) from and after the
due date. If Revett Minerals should commence trading on a public market and
interest has been deferred and remains unpaid, with respect to such deferred
interest amount, Seller may elect to convert such accumulated amount into
Revett Minerals common shares at any time until the due date of the Note. For
purposes of this conversion, the Revett Minerals common shares shall be valued
at the average of its closing price for each trading day during the 30 calendar
days immediately preceding the conversion. Any Revett Minerals common shares
issued by Revett Minerals to Seller pursuant to this Section 3.03(a)(2) shall
be excluded from the Shares which Seller is required to surrender to obtain the
2% NSR under Section 3.03(a)(l). Notwithstanding any provision to the



 3
 









contrary, any notice or request under this Section
3.03(a)(2) may be delivered by fax or by Email as follows:




	
  If to Kennecott:

  FAX: 801-238-2488

  Email: jackmana@kennecott.com

  Attn: A. Jackman

  	
   

  	
  If
  to Revett Minerals or Revett Silver

  Fax: 509-891-8901

  Email: orchow@revettminerals.com

  Attn: William Orchow

  
	
   

  	
   

  	
   

  
	
  With a
  copy to:

  Fax: 601-238-2473

  Email: websterp@kennecott.com

  Attn: P. Webster

  	
   

  	
   

  






6.         Section 3.06 of the Agreement is hereby deleted and the
following substituted therefor:


“If, at any time or from time to time, Revett Minerals
shall determine to register any of its common shares or any security which is
or may become convertible into common shares of Revett Minerals, either for its
own account or the account of a security holder or holders exercising their
respective demand registration rights, Revett Minerals will (i) promptly give
Seller no less than thirty (30) days’ written notice thereof, and (ii) at
Seller’s option, include in any such registration (and any related
qualification under Blue Sky laws or other compliance), all Revett Minerals
shares issued Seller pursuant to this Agreement, whether as part of the
Purchase Price, as interest payments under the Note or otherwise. Revett
Minerals agrees that it shall not, without the prior written consent of Seller,
grant piggyback registration rights superior to those set forth in this Section
3.06 to any other party. Nothing contained herein shall impose any obligation
on Seller to enter into a “Stand Still” agreement with any underwriter or any
other obligation to refrain from offering its shares in Revett Minerals in any
manner.”


7.                          Kennecott
waives its rights under Section 3.06 of the Agreement (relating to the
agreement of Revett Minerals to include shares of Revett Minerals held by
Kennecott in any registration statement filed in the United States or Canada)
in respect of Revett Mineral’s preliminary prospectus dated December 21, 2004
and any final prospectus which may hereafter be filed by Revett Minerals in
connection with its initial public offering. For greater clarity, the parties
agree that the waiver contained in this Section 7 extends only to the initial
public offering prospectus of Revett Minerals and not to any subsequent
prospectuses or registration statements which may be filed by Revett Minerals.


8.                          This
Fourth Amendment may be executed in several counterparts, each of which when so
executed shall be deemed to be an original, and all such counterparts together
shall constitute one and the same agreement. The parties agree that this Fourth
Amendment may be transmitted between them by facsimile machine. The parties
intend that fax



 4
 









signatures constitute original signatures and that a
faxed agreement containing the signatures (original or faxed) of all the
parties is binding on the parties.


9.                          Except
as may be necessary to give effect to the terms of this Fourth Amendment, the
terms, covenants and provisions of the Agreement and all associated documents
remain unchanged and in full force and effect.


10.                    This Fourth
Amendment shall be governed and construed in accordance with the laws of the
State of Montana.



 5
 









IN WITNESS WHEREOF the
parties hereto have caused this Fourth Amendment to be executed that day and
year first written above.


	
  KENNECOTT MONTANA COMPANY

  	
   

  	
  REVETT
  SILVER COMPANY

  
	
  Per: 

  	
  

  /s/ A. Jackman

  	
   

  	
  Per: 

  	
  

  /s/ Scott Brunsdon

  
	
   

  	
  Name: A. Jackman

  	
   

  	
   

  	
  Name: Scott Brunsdon

  
	
   

  	
  Title: President & CEO

  	
   

  	
   

  	
  Title: CFO

  



 


	
  GENESIS, INC.

  	
   

  	
   

  
	
  Per: 

  	
  

  /s/ Scott Brunsdon

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Scott Brunsdon

  	
   

  	
   

  	
   

  
	
   

  	
  Title: CFO

  	
   

  	
   

  	
   

  



 


The undersigned agrees to
be bound by Sections 3.03(a)(1), 3.03(a)(2) and 3.06 of the Agreement, as
amended by this amending agreement.


	
   

  	
   

  	
  REVETT
  MINERALS INC.

  
	
   

  	
   

  	
   

  	
  Per: 

  	
  

  /s/ Scott Brunsdon

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Scott Brunsdon

  
	
   

  	
   

  	
   

  	
   

  	
  Title: CFO

  



 


The undersigned agrees to
be bound by the Agreement, as amended by this amending agreement, and the
Mortgage.


	
   

  	
   

  	
  RC
  RESOURCES, INC.

  
	
   

  	
   

  	
   

  	
  Per: 

  	
  

  /s/ Scott Brunsdon

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Scott Brunsdon

  
	
   

  	
   

  	
   

  	
   

  	
  Title: CFO

  



 



 6















FIFTH
AMENDMENT


TO THE FEBRUARY 21, 2000 ASSET PURCHASE AND SALE AGREEMENT BETWEEN KENNECOTT

MONTANA COMPANY AND REVETT SILVER COMPANY/GENESIS, INC. FOR THE TROY MINE

AND ROCK CREEK PROJECT


THIS
FIFTH AMENDMENT TO THE FEBRUARY 21, 2000 ASSET
PURCHASE AND SALE AGREEMENT BETWEEN KENNECOTT MONTANA COMPANY AND
REVETT SILVER COMPANY/GENESIS, INC. FOR THE TROY MINE AND ROCK CREEK PROJECT
(“Fifth Amendment”), entered into
and effective as of this 9th day of February, 2005, by and between
Kennecott Montana Company, a Delaware corporation (“Seller”); and Revett Silver Company, formerly Sterling Mining
Company (“Revett Silver”) and
Genesis, Inc. (“Genesis”). both
Montana corporations (collectively “Buyers”).


WITNESSETH, That:


WHEREAS
Seller and Buyers entered that certain Asset
Purchase and Sale Agreement for the Troy Mine and Rock Creek Project dated
February 21, 2000, as modified by the First Amendment effective May 18, 2001,
the Second Amendment effective August 1, 2001, the Third Amendment effective
February 1, 2003 and the Fourth Amendment effective January 26, 2005 (the “Agreement”);


AND
WHEREAS on February 18, 2000, Revett Silver issued two million two hundred and
fifty thousand (2,250,000) shares of its common stock to the Seller;


AND
WHEREAS the Fourth Amendment was entered into in anticipation of the completion
of a transaction under which Revett Silver would become a wholly-owned
subsidiary of Revett Minerals Inc. (“Revett
Minerals”), a Canadian corporation;


AND
WHEREAS it is now anticipated that Revett Silver will become a subsidiary (but
not a wholly-owned subsidiary of Revett Minerals) through a series of
transactions (the “Acquisition”)
which will be completed concurrent with, and as a condition of, the completion
of a proposed public offering by Revett Minerals;


AND
WHEREAS prior to the completion of the Acquisition, Revett will be completing a
reorganization such that its authorized capital will be comprised of Class A
common shares, Class B common shares and preferred shares (the “Reorganization”);


AND
WHEREAS the parties wish to enter into this agreement which shall supersede and
replace the Fourth Amendment and shall became effective, if and only if, the
Reorganization and Acquisition become effective within a period of 60 days from
the date hereof;


AND WHEREAS
Genesis conveyed the assets of the Rock Creek Project to RC Resources. Inc (“RC Resources”), a Montana corporation
wholly-owned by Revett Silver;


NOW,
THEREFORE, IN CONSIDERATION of the mutual agreement by the parties to amend the
Agreement as  provided herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:













1.                          Unless
otherwise indicated herein, all capitalized terms used in this Fifth Amendment
shall have the definitions assigned to them in the Agreement.


2.                          This
Fifth Amendment constitutes an amendment to the Agreement entered into in
accordance with the requirements of Section 15.03 of the Agreement. In the
event of any conflict or inconsistency between the terms of this Fifth
Amendment and the terms of the Agreement, the terms of this Fifth Amendment
shall control.


3.                          Kennecott
hereby consents to the conveyance of the assets of the Rock Creek Project to RC
Resources, it being acknowledged and agreed that such consent does not and
shall not release the transferred properties from the Mortgage, it being the
intent of the parties that the Mortgage continues in such transferred
properties.


4.                          Section
3.03(a)(1) of the Agreement is hereby deleted and the following substituted
therefor:


“On or before the later of (i) the date one year after
any mining operation on the Royalty Property (as defined below) owned by RC
Resources or Revett Silver (or an Affiliate of either), achieves production at
eighty percent (80%) of design capacity, or (ii) December 31, 2015
(collectively, the “Royalty Exercise Date”),
at its election, Seller may choose to surrender to Revett Minerals and/or
Revett Silver 2,250,000 shares (the “Shares”),
which Shares may be comprised of (i) Class B common shares of Revett Silver
received by Kennecott pursuant to the Reorganization, (ii) common shares of
Revett Minerals that may be received by Kennecott pursuant to the Acquisition,
or otherwise by exercise of redemption rights attached to the Class B common
shares of Revett Silver, or (iii) a combination of Class B common shares of
Revett Silver and common shares of Revett Minerals. Upon receipt of such
Shares, Revett Silver and/or RC Resources shall grant the Seller a Two Percent
(2%) Net Smelter Return Royalty (“NSR”)
on any production from a mine developed, or to be developed, on the Royalty
Property, said NSR to be capped at a total payment of Eight Million Dollars
($8,000,000.00) (the “Capped Amount”).
The land subject to the 2% NSR shall be termed the “Royalty Property”. The Royalty Property shall be defined as
any property owned by RC Resources or Revett Silver (or an Affiliate of either)
as of the Royalty Exercise Date within two (2) miles of the circumambient
boundary of any of the following properties: (A) those claim groups described
as Claim Group V (“Illegible”) and
Claim Group VI (“Copper Gulch and Rock Creek”)
in Exhibit IV to this Agreement; (B) those claims described as “Rock Creek
Project — Patented Mining Claims — Sanders County”; and “Rock Creek; Project — Unpatented Mining Claims —
Sanders County, Claim Group V” all in schedule 2.01(a) to the September 9, 1999
Asset Purchase and Sale Agreement Between Asarco Incorporated and Sterling
Mining Company for the Troy Mine and Rock Creek Project and (C) patented claims
HR 133 and HR 134, Mineral Survey Number 11012. Revett Silver shall create a
schedule accurately



 2
 









describing such Royalty Property within thirty (30)
days after Seller notifies Revett Minerals and Revett Silver that Seller elects
to surrender the Shares and receive a 2% NSR, which schedule shall become
Schedule A to Exhibit VI of this Agreement. If Seller elects to surrender the
Shares to Revett Minerals and/or Revett Silver and receive a 2%  NSR, the Royalty shall accrue commencing with
the quarter immediately following the election. If Seller elects to surrender
the Shares to Revett Minerals and/or Revett Silver and receive a 2% NSR. Seller
shall not be required to surrender any Revett Minerals shares acquired under
Section 3.03(a)(2) or otherwise, it being agreed that the only shares which
Seller is required to surrender to obtain the NSR shall be the 2,250,000
Shares. The Capped Amount shall be adjusted from and after the date of this
Fifth Amendment by any changes to the Bureau of Labor’s Statistics, Consumer
Price Index, U.S. City Average with the base month being January, 2002. The NSR
shall be calculated and paid pursuant to the Royalty Deed attached hereto as
Exhibit VI and incorporated herein by reference. The NSR shall be the joint and
several obligation of Revett Silver and RC Resources.”


5.         Section 3.03(a)(2) of the Agreement is hereby deleted and
the following substituted therefor:


“A promissory note of Buyers in the principal amount
of five million dollars ($5,000,000) payable to the order of Seller to be
executed on the Closing Date (the “Note”).
The Note shall bear simple interest at the rate of one percent (1%) per annum
above prime (“Prime”), payable
semi-annually in arrears. Prime shall be that amount as reported as the “Prime
Rate” by the Wall Street Journal on
the last day of the quarter immediately preceding any interest due date or, in
the event the Wall Street Journal ceases publication or is otherwise
unavailable, as published on the internet by the Federal Reserve Bank of New
York as the “Prime Rate” on the last day of the quarter immediately preceding
any interest due date at www.ny.frb.org/pihome/statistics/diyrates, or such
other internet address as the Federal Reserve Bank of New York may designate.
The maturity date of the Note shall be February 21, 2008, that being the date
which is eight (8) years from the Closing Date (the “Term”). If common shares of Revett Minerals are traded on a
public market at the time an interest payment is due for no less than thirty
(30) calendar days and provided that a prospectus and registration exemption
exists under all applicable securities legislation, Seller may elect to take
that interest payment in cash or Revett Minerals common shares. If Seller
elects to take an interest payment in Revett Minerals common shares, for
purposes of such payment, the common share shall be valued at the average of
its closing price for each trading day during the 30 calendar days immediately
preceding the payment. Seller may elect to defer an  interest payment, the same to be paid it the due date of
the Note in cash. Seller will be deemed to have deferred an interest payment if
Seller had not requested in writing such interest payment at least 30 days
before its due date. Unpaid or



 3
 









deferred interest shall earn interest at Prime plus
one percent (1%) from and after the due date. If Revett Minerals should
commence trading on a public market and interest has been deferred and remains
unpaid, with respect to such deferred interest amount, Seller may elect to
convert such accumulated amount into Revett Minerals common shares at any time
until the due date of the Note. For purposes of this conversion, the Revett
Minerals common shares shall be valued at the average of its closing price for
each trading day during the 30 calendar days immediately preceding the
conversion. Any Revett Minerals common shares issued by Revett Minerals to
Seller pursuant to this Section 3.03(a)(2) shall be excluded from the Shares
which Seller is required to surrender to obtain the 2%  NSR under Section 3.03(a)(1). As between
Revett Silver and Revett Minerals, Revett Silver hereby agrees that in the
event that Revett Minerals delivers common shares pursuant to this Section.
Revett Silver shall compensate Revett Minerals by the payment of an amount
equal to the amount of accrued interest so satisfied. Notwithstanding any
provision to the contrary, any notice or request under this Section 3.03(a)(2)
may be delivered by fax or by Email as follows:




	
  If to Kennecott:

  Fax: 801-238-2456

  Email: jackman@kennecott.com

  Attn: A. Jackman

  	
  If to Revett Minerals or Revett
  Silver

  Fax: 509-891-8901

  Email: orchow@revettminerals.com

  Attn: William Orchow

  






6.         Section 3.06 of the Agreement is hereby deleted and the
following substituted therefor:


“If, at any time or from time to time, Revett Minerals
or Revett Silver shall determine to register any of their common shares or any
security which is or may become convertible into common shares of Revett Minerals
or Revett Silver, respectively, either for their own account or the account of
a security holder or holders exercising their respective demand registration
rights, Revett Minerals or Revett Silver, as appropriate, will (i) promptly
give Seller no less than thirty (30) days’ written notice thereof, and (ii) at
Seller’s option, include in any such registration (and any related
qualification under Blue Sky laws or other compliance), all Revett Minerals or
Revett Silver shares issued Seller pursuant to this Agreement, whether as part
of the Purchase Price, as interest payments under the Note or otherwise. Revett
Minerals and Revett Silver agree that neither company shall, without, the prior
written consent of Seller, grant piggyback registration rights superior to
those set forth in this Section 3.06 to any other party. Nothing contained
herein shall impose any obligation on Seller to enter into a “Stand Still”
agreement with any underwriter or any other obligation to retrain from offering
its shares in Revett Minerals or Revett Silver in any manner.”


7.                          Kennecott
waives its rights under Section 3.06 of the Agreement (relating to the
agreement of Revett Minerals to include shares of Revett Minerals held by
Kennecott in



 4
 









any registration statement filed in the United States
or Canada) in respect of Revett Mineral’s preliminary prospectus dated December
21, 2004 and final prospectus
dated February 3, 2005, as it may hereafter be amended by Revett Minerals in
connection with its initial public offering. For greater clarity, the parties
agree that the waiver contained in this Section 7 extends only to the initial
public offering prospectus of Revett Minerals and not to any subsequent
prospectuses or registration statements which may be filed by Revett Minerals.


8.                          This
Fifth Amendment may be executed in several counterparts, each of which when so
executed shall be deemed to be an original, and all such counterparts together
shall constitute one and the same agreement. The parties agree that this Fifth
Amendment may be transmitted between them by facsimile machine. The parties
intend that fax signatures constitute original signatures and that a faxed
agreement containing the signatures (original or faxed) of all the parties is  binding on the parties.


9.                          Except
as may be necessary to give effect to the terms or this Fifth Amendment, the
terms, covenants and provisions of the Agreement and all associated documents
remain unchanged and in full force and effect.


10.                    This Fifth
Amendment shall be governed and construed in accordance with the laws of the
State of Montana.



 5
 









IN WITNESS WHEREOF the
parties hereto have caused this Fifth Amendment to be executed that day and
year first written above.


	
  KENNECOTT MONTANA COMPANY

  	
   

  	
  REVETT
  SILVER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ A. Jackman

  	
   

  	
  Per:

  	
  /s/ Scott
  Brunsdon

  
	
   

  	
  Name:A. Jackman

  	
   

  	
   

  	
  Name: Scott
  Brunsdon

  
	
   

  	
  Title: President
  & CEO

  	
   

  	
   

  	
  Title:
  CFO/Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GENESIS,
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Per:

  	
  /s/ Scott
  Brunsdon

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Scott
  Brunsdon

  	
   

  	
   

  	
   

  
	
   

  	
  Title:
  CFO/Secretary

  	
   

  	
   

  	
   

  



 


The undersigned agrees to
be bound by Sections 3.03(a)(1), 3.03(a)(2) and 3.06 of the Agreement, as
amended by this agreement.


	
   

  	
   

  	
  REVETT
  MINERALS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Per:

  	
  /s/ Illegible

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Illegible

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President
  & Illegible

  



 


The undersigned agrees to
be bound by the Agreement, as amended by this Fifth Amendment, and  the Mortgage.


	
   

  	
   

  	
  RC
  RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Per:

  	
  /s/ Illegible

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Illegible

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President
  & Illegible

  



 



 6