ASSIGNMENT AND ASSUMPTION OF PLANET LEASE AGREEMENT


Exhibit 10.44







ASSIGNMENT AND ASSUMPTION OF PLANET LEASE AGREEMENT




For consideration received, Metallica Ventures LLC, a Wyoming limited liability company (“Assignor”), hereby assigns and delegates to Azco Mining Inc., a Delaware corporation (“Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of, all of Assignor’s right, title and interest in and to that certain Lease with Option to Purchase effective as of September 5, 2000, originally executed between New Planet Copper Mining Company, a Delaware corporation (“New Planet”) and Assignee (the “Planet Lease Agreement”), including without limitation the remaining lease payments, option to purchase and royalty payments under that agreement.  A copy of the Planet Lease Agreement is attached hereto as Exhibit A and by this reference is made part hereof.




This agreement supercedes and voids all previous agreements between Assignor and Assignee regarding the Planet Lease Agreement, including without limitation “Assignment and Assumption of Planet Lease Agreement”, “Option Agreement”, and “Quitclaim Deed” executed in August 2003.




In connection with the assignment hereunder, Assignor represents, warrants and covenants (with the understanding that Assignee is relying on these warranties, representations and covenants) that:




(a)

There are no claims, actions, suits or proceedings of any kind pending or threatened by New Planet or any other individual or entity with regard to the Planet Lease Agreement, and further Assignor is not aware of any circumstances whatsoever which may form the basis for any such claim. 




(b)

Assignor is the owner of all rights and interest of Assignor under the Planet Lease Agreement, and no right or interest of any kind under the Planet Lease Agreement has been previously conveyed, assigned or transferred in any manner with the exception of the “Option Agreement” referred to above.




(c)

Assignor is not prohibited from consummating this assignment by any law, regulation, agreement, instrument, restriction, order or judgment.




(d)

Assignor is not in default under any provisions of the Planet Lease Agreement, and further Assignor is not aware of any circumstances whatsoever which may form the basis for a claim of default by New Planet.




(e)

There are no contracts or other obligations of Assignor outstanding for any conveyance, assignment or transfer of any kind of Assignors rights or interest in the Planet Lease Agreement.




(f)

There are no written modifications to the Planet Lease Agreement, and further the Planet Lease Agreement has not been modified by any oral agreement. 




(g)

Assignor shall expeditiously do all things to cause recognition of this Assignment by New Planet and to otherwise fully implement the transfer of rights and interest under the Planet Lease Agreement from Assignor to Assignee.    




This Assignment contains the entire agreement between Assignor and Assignee concerning the assignment hereunder, and no modification of this Assignment will be binding upon the parties unless approved in writing by each party.




If any litigation arises between Assignor and Assignee relating to this Assignment, the losing party shall pay the prevailing party’s costs and expenses of litigation, including, but not limited to, reasonable attorneys’ fees.




This assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed an original and all of which shall constitute one and the same instrument.  Signature pages from different counterparts may be detached and assembled to form one or more original documents(s).




IN WITNESS WHEREOF, the parties have caused this instrument to be executed and effective as of the 22nd day of September 2005.




Assignor:

Assignee:




Metallica Ventures LLC

AZCO Mining, Inc.




_________________________

_________________________ 

By:  William P. Carson

By:  Lawrence G. Olson

Its:  Manager

Its:  Chairman


























EXHIBIT A

























PLANET LEASE AGREEMENT