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BYPRODUCT PURCHASE AGREEMENT <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. Processor and Customer are parties to a certain Toll Milling Agreement identified in the <br /> Term Sheet pursuant to which Processor has agreed to mill certain Feedstock at Processor's Processing <br /> Facility. <br /> B. Customer wishes for Processor to purchase the Byproduct resulting from Processor's <br /> milling the Feedstock identified on the Term Sheet. <br /> C. Processor is willing to purchase the Byproduct from Purchaser on the terms and conditions <br /> set forth in this Agreement. <br /> D. Terms not otherwise defined in this Agreement shall have the meaning given them in the <br /> Toll Milling Agreement. <br /> General Terms and Conditions <br /> 1. Mine Site Sampling and Testing. Customer agrees to sell and assign and Processor <br /> agrees to purchase the Byproduct processed under the Toll Milling Agreement identified on the Term Sheet. <br /> 2. Purchase Price. Processor agrees to pay Customer the purchase price for the Byproduct <br /> as set forth on the Term Sheet. Unless otherwise stated in the Term Sheet the price is per ton of Byproduct <br /> purchased. <br /> 3. Beneficial Use Permit. Ownership of and title to the Byproduct shall remain with Customer <br /> and not pass to Processor until such time as Processor shall obtain approval for a beneficial use (a <br /> "Beneficial Use Determination") pursuant to Regulations 6 CCR 1007-2 of the Colorado Department of <br /> Public Health& Environment("CODPHE"). Customer agrees to pay the fees of the CODPHE to obtain the <br /> Beneficial Use Determination and the Application Preparation Fee of Processor. In the event Processor <br /> shall be unable to obtain a Beneficial Use Determination with respect to the Byproduct within a reasonable <br /> period of time, then Processor may terminate this Agreement, and the assignment of the Byproduct to <br /> Processor shall become null and void, and the Byproduct shall remain the property of Customer and shall <br /> be disposed of in accordance with the terms of the Toll Milling Agreement. <br /> 4. Licensing. Each party shall maintain in effect all certifications,licenses,and authorizations <br /> with the State of Colorado as are necessary to their respective business operations, and each party will <br /> upon request provide the other party with evidence of and copies of all such certifications, licenses, and <br /> authorizations of such party. Neither party will engage in any activity in violation of applicable state or <br /> federal laws concerning the regulation of hazardous or regulated substances. <br /> 5. Relationship of Parties. This Agreement does not constitute a joint venture or partnership <br /> or other relationship of trust or confidence,and neither party owes the other party any fiduciary duty or other <br /> duty of trust or confidence. Neither party shall bear any expense or be entitled to any profit or revenue <br /> attributable to the activities or property of the other party. <br /> 6. Governing Law and Arbitration. This Agreement shall be governed by and construed in <br /> accordance with the internal laws of the State of Colorado (without giving effect to principles of conflicts of <br /> laws). Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach <br /> 1 <br />