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t- I • • <br />STOCK PURCHASE AGREEMENT <br />This Stock Purchase Agreement is entered into as of <br />March 20, 1995, by and between Michael R. Stanley and Arthur <br />White, Jr., each an individual (collectively, "Seller") and Larry <br />Addington, an individual ("Buyer"). <br />Recitals <br />This Agreement sets forth the terms and conditions upon <br />which Seller shall sell and Buyer shall purchase all of the <br />outstanding capital stock of M.A.G. Mining, inc., a Colorado <br />corporation. <br />Agreements <br />In consideration of the mutual promises and covenants <br />contained herein, Seller and Buyer agree as follows: <br />ARTICLE 1 <br />Certain Definitions <br />As used in this Agreement, the following terms (whether used <br />in singular or plural forms) shall have the following meanings: <br />"Affiliate" means, with respect to any Person, a Person that <br />directly, or indirectly through one or more intermediaries, <br />controls, or is controlled by, or is under common control with <br />such Person. <br />"Closing" has the meaning given in Section 4.1. <br />"Code" means the internal Revenue Code of 1986, as amended, <br />and rules and regulations promulgated thereunder. <br />"Company" means M.A.G. Mining, Inc., a Colorado corporation. <br />"Contract" means any written contract, mortgage, deed of <br />trust, bond, indenture, lease, license, note, franchise, <br />certificate, option, warrant, right, or other instrument, <br />document or agreement, and any oral obligation, right or <br />agreement. <br />"Control" means the possession, directly or indirectly, of <br />the power to direct or cause the direction of the management and <br />policies of a Person whether through the ownership of voting <br />securities, by Contract, or otherwise. <br />