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AGREEMENT FOR <br /> GEOCHEMICAL ANALYSIS FOR MINERAL VIABILITY AND TOXICITY <br /> Salisbury Gladstone, LLC <br /> This Agreement is by and between and Salisbury Gladstone, LLC (hereafter referred to as "Processor"), <br /> located at 620 Stanley Rd., Idaho Springs, Colorado and the Customer who is identified below. It is <br /> comprised of the Background, General Terms and Conditions, and the Term Sheet,attached hereto. <br /> Background <br /> A. Customer is the owner of mineral-bearing feedstock (the"Feedstock") located at the mine <br /> or other storage site identified in the Term Sheet. <br /> B. Processor is in the business of providing toll milling and other services associated with the <br /> processing of Feedstock. <br /> C. Customer wishes to engage Processor's services as more fully described in this <br /> Agreement as a precursor to entering into a Toll Milling Agreement for the full-scale milling of Customer's <br /> Feedstock. <br /> General Terms and Conditions <br /> 1. Mine Site Sampling and Testing. Processor will enter upon the site of Customer's mine <br /> site or other storage site of the Feedstock, or receive a sample of Feedstock by delivery to Processor. <br /> Processor will grind the necessary quantity of Customer's Feedstock and separate the mineral-bearing <br /> concentrate ("Concentrate") from the tailings (the "Byproduct") by means of mechanical and gravity <br /> processes. <br /> 2. Assaying Service. If selected in the Term Sheet, Processor agrees to conduct an analysis <br /> of Customer's Concentrate by means of X-ray florescence(XRF)to determine the levels of precious metals <br /> content. <br /> 3. Laboratory Analysis. Processor will transport samples of the Concentrate and Byproduct <br /> to the laboratory identified on the Term Sheet for analysis to geochemically characterize the samples of the <br /> Feedstock, Concentrate, and Byproduct, including the presence of potentially hazardous constituents and <br /> qualities,and to assay the Concentrate(if selected in the Term Sheet). Processor will request the laboratory <br /> to conduct, in addition to such other tests and analyses as Processor may deem reasonable, the Toxicity <br /> Characteristic Leaching Procedure(TCLP),test Method 1311 in"Test Methods for Evaluating Solid Waste, <br /> Physical/Chemical Methods," EPA Publication SW-846, as incorporated by reference in 40 CFR §260.11 <br /> and an Acid-Base Accounting(ABA)analysis.Customer grants Processor and its employees,other agents, <br /> and contractors the right and license to enter upon Customer's mine site or other storage site for the <br /> purposes set forth herein and agrees to indemnify and hold them harmless from any claims or liabilities <br /> incurred for trespass or other damage. Customer hereby appoints Processor as its agent and attorney to <br /> receive all reports, certifications, and other results of the analyses conducted by the laboratory, and <br /> Processor will provide a complete copy to Customer of what the laboratory provides. <br /> 4. Incorporation of Fee Schedule. Customer agrees to pay Processor the fees stated in the <br /> current fee schedule of Processor(the "Fee Schedule") at the times specified therein, which is posted at <br /> .com and incorporated into this Agreement by this reference. Customer agrees to <br /> pay all Fees set forth in the Term Sheet at the time of the execution of this Agreement. Customer agrees <br /> to pay all Fees via wire transfer, unless otherwise agreed in writing by Processor. Processor's Fee <br /> Schedule may change from time to time without notice. It is the Customer's responsibility to know the Fees <br /> then in effect at the time of entering into this Agreement, and Customer should request a current Fee <br /> Schedule at the time of entering into this Agreement. The fees, costs, and other expenses incurred by <br /> Processor on behalf of Customer in accordance with the terms of this Agreement are sometimes referred <br /> 1 <br />