Pine Grove Camp Ground, Canaan, Conn.

July 15th, 1898.

Mr. John L. Emerson,

Salida, Col.

My dear Mr. Emerson:-

Yours of the 11th reached me this morning. The explorations have been so extensive and the money spent so great and all without results, that I do not feel willing to expend any more money on any further expensive explorations in the dark. My faith in the existence of pay ore in Pawneles is about gone. Every lead which has been suggested by you heretofore has been followed without result, as well as leads which have been followed on general principles. And I frankly say that I see nothing indicating the presence of an ore chute upon the property. I fear your suggestion comes in too late to be acted upon for the reason that you did not even intimate what reasons you have for your belief of the existence of the ore chute or of its locality, or the work necessary to be done to strike it if there. If you had taken this matter up weeks ago and given me your ideas as to what should be done in the way of exploration and your reasons for your belief, they could then have been considered and if found to present reasonable prospects of success, adopted, but I fear even before this letter reaches you, unless Percy has found pay ore in the Magpies drift, upon which he is now working, and of which past experience does not afford much hope, he will already have commenced taking up his machinery and it seems useless to be throwing away money without object, while waiting the results of future correspondence, while we are four days separated by mails. I dislike, of course, to sink the $30000 which we already have expended in exploration. I would have been gratified if you had opened up this subject weeks, yes, months, age and given me your ideas as to

ted claims above described, and all mining and other rights
be provided by said Charles H. Emerson from said two mill-
acquired and owned by him by virtue of said patents, accept-
ion shares of stock in amounts as fast as may be needed,
ing and receiving in payment therefor the whole of the
in addition to the receipts from any ore mined, (which
Five Million shares of stock of said Company.
latter shall be also applied,) to carry on the continuous
work of the opening and development of said mines until

Third:- Two Million of said shares of stock

what should be done, but I think you are to blame if you had any well
defined ideas that you had not before given them to me. As I said
before, you did not even hint at them in your letters. You simply say
as a fact that with $4000 more money you can find this ore chute. As
it stands this is mere ipse dixit as opposed to practical explorations
which have been done and you or any one else would certainly think
lightly of my judgement as a business man, if, with my past experience
in the mines, I agree to spend $3000 or $4000 in the dark and I only
wonder that with your clear head you should not have anticipated the
necessity of a full explanation of your views. Possibly it may not be
yet too late, if Percy has struck ore in his present lead or indications
leading to it, work will probably continue a sufficient length of time
to enable you to give me your plans of action and for me to consider
them.

ion shares of stock in amounts as fast as may be needed,
ing and receiving in payment therefor the whole of the
in addition to the receipts from any ore mined, (which
Five Million shares of stock of said Company.
letter shall be also applied,) to carry on the continuous
work of the opening and development of said mines until
Third:- Two Million of said shares of stock

Duplicate

MEMORANDUM of agreement made this 9th day of July 1906, between JOHN L. EMERSON, of Leadville, Colorado, and CHARLES H. EMERSON, of Whitehall, New York; WHEREAS, said John L. Emerson is the owner of six patented claims in Leadville, Lake County, Colorado, known as the PAWNOLOS MINING PROPERTY, and desiring to procure the necessary funds to open and work the mines thereon,

AND WHEREAS, said Charles W. Emerson properly to said object, has heretofore rendered valuable services in the preparation of maps and prospectuses of said mines and locations, and has incurred expenses therefor, and agrees to use his best exertions in future to the promotion of the opening and development of said mines, and the procuring of the necessary funds therefor,

NOW THEREFORE, it is mutually agreed:-

First:- That a Corporation shall be organized under the laws of Colorado, to be called "THE PAWNOLOS GOLD AND SILVER MINING COMPANY," with a capital of Five Million Dollars, divided into Five Million shares of the sum of Fifteen Thousand Dollars shall be sold, by par value of One Dollar each.

Second:- That, immediately upon the organization of said Corporation, said John L. Emerson shall convey to it by deed, free of incumbrances, said six patented claims above described, and all mining and other rights be provided by said Corporation from said two million acquired and owned by him by virtue of said patents, accepting and receiving in payment therefor the whole of the in addition to the receipts from any ore mined, (which Five Million shares of stock of said Company, latter shall be also applied,) to carry on the continuous work of the opening and development of said mines until

shall be allotted, set apart and transferred, for the use
of said Charles H. Emerson, for the purpose of providing
the necessary machinery for, and opening, working and devel-

opling the mines upon said claims, and for supplies and
by said John L. Emerson shall be called upon to contribute
other necessary expenses, until paying ore shall be found
in any way whatsoever to the accomplishment of the pur-
sufficient in quantity and value to meet the expenses of
mining and shipping the same.

Fourth:- Said Charles H. Emerson shall have the
sole right to sell and dispose of said two million shares
of stock for the purposes above mentioned, and whenever
a sufficient amount shall be realized therefrom, and paid
over to the Treasurer of said Company, to accomplish
the purposes and objects specified in the third clause
hereof, not exceeding, however, the sum of Eighty Thousand
Dollars, the balance remaining of said two million shares
of stock shall belong to and be delivered to said Charles
H. Emerson or his assigns.

Fifth:- An amount of stock sufficient to raise
the sum of Fifteen Thousand Dollars shall be sold, by
said Charles H. Emerson, and the proceeds paid over to
the Treasurer as above, by the first day of November 1890,
and applied to the purchase of the requisite machinery and
the opening of said mines, and thereafter the money shall
be provided by said Charles H. Emerson from said two mill-
ton shares of stock in amounts as fast as may be needed,
in addition to the receipts from any ore mined, (which
latter shall be also applied,) to carry on the continuous
work of the opening and development of said mines until