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<br />2. Further Assurances. The parties hereby agree to prepare, execute and
<br />deliver such additional documents as may be required by the Bureau of Land
<br />~~fanagement in order to consummate the complete transfer contemplated herein.
<br />The cost of preparing such documents shall be borne by Soda.
<br />3. Representations of the Toint Venture. The Joint Venture represents, as
<br />of the date of this Assignment, as follows: None of the Preference Right Leases is
<br />held under or is subject to any lease, security agreement, conditional sales contract,
<br />or other title retention or security arrangement, or is located other than in the
<br />possession of the Joint Venture. The Preference Right Leases are free and clear of
<br />restrictions on or conditions to transfer or assignment other than as stated therein,
<br />and are free and clear of liens, pledges, charges, encumbrances, equities, claims,
<br />conditions, or restrictions, except for anv lien for current taxes not yet due and
<br />payable. There is not any suit, action, arbitration, or legal, administrative or other
<br />proceeding or governmental investigation, pending or threatened (including in the
<br />form of threats made to representatives of the Joint Venture), against or affecting
<br />the Preference Right Leases. The Joint Venture is not a party to, and the Preference
<br />Right Leases are not bound by, any of the following: (i) any supply, purchase, sale,
<br />output or requirements agreement; or (ii) any loan, indenture, mortgage, deed of
<br />trust, lease, joint venture agreement, partnership agreement, or factoring
<br />agreement.
<br />4. Representations of Alkali. Alkali represents, as of the date of this
<br />Assignment, as follows: Alkali owns a 100% undivided interest in the Yankee
<br />Gulch Joint Venture, which was created pursuant to the Joint Venture Agreement
<br />dated February 28, 1966, as amended by the First Amendment to the Yankee Gulch
<br />Joint Venture Agreement dated November 15, 1991 and Alkali completed its
<br />acquisition of a 100% undivided interest pursuant to that certain Purchase and Sale
<br />Agreement of even date herewith by and between Multi-Minerals, Inc., Niki D.
<br />LeClair, J. Andrew Dunn and Alkali. ;done of Alkali's interests in the Joint
<br />Venture and none of the Preference Right Leases is held under or is subject to any
<br />lease, security agreement, conditional sales contract, or other title retention or
<br />security arrangement, or is located other than in the possession of the Joint Venture.
<br />The Preference Right Leases and Alkali's interests in the Joint Venture
<br />are free and clear of restrictions on or conditions to transfer or assignment other
<br />than as stated therein, and are free and clear of liens, pledges, charges,
<br />encumbrances, equities, claims, conditions, or restrictions, except for any lien for
<br />current taxes not yet due and payable. There is not any suit, action, arbitration, or
<br />legal, administrative or other proceeding or governmental investigation, pending
<br />or threatened (including in the form of threats made to representatives of Alkali or
<br />the Joint Venture), against or affecting the Preference Right Leases or the Joint
<br />Venture.
<br />The Joint Venture is not a party to, and the Preference Right Leases are
<br />not bound by, any of the following: (i) any supply, purchase, sale, output or
<br />
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