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.. MRR 17 '95 11~37HM HOLLRND&HRR7 P.3i4 HOLLAND & HART A77DRNEYS AT lAW Mr. David Berry March 17, 1995 Page 2 Messrs. Stanley and White, in their capacity as owners of 100$ of the stock in M.A.G. Mining, Inc., would agree to sell 100 of the stock of H.A.G. Mining, Inc. to Mr. Larry Addington, the owner of 100 of the stock of Bowie Resources Limited. As sole shareholder of M.A.G. Mining, Inc,, Mr. Addington would immediately terminate Messrs. Stanley and White as officers and directors of M.A.G. Mining, Inc. Mr. Addington would become the sole director and president of M.A.G. Mining, Inc., and would appoint such other officers of M.A.G. Mining, Inc. as would be required under the Colorado Corporation Code. Such other officers would have first been determined to be "clean" in the AVS records. Thus, any affiliation between M.A.G. Mining, Inc. and Messrs. Stanley and White would be severed. The agreement under which Mr. Addington would purchase 100$ of the stock of M.A.G. Mining, Inc. would further provide that Messrs. Stanley and White would have the right to repurchase 1008 of the stock of M.A.G. Mining, Inc. only upon and subject to complete resolution of the outstanding AVS violations and Mr. Addington's determination that Messrs. Stanley and White are "clean" in the AVS system. In the event such repurchase occurs, Messrs. Stanley and White would be added to Bowie's mine permit through a technical revision. Upon completion of the acquisition of all the stock of M.A.G. Mining, Inc. by Mr. Addington, Bowie Resources Limited would enter into a contract with William A. Bear, Jr. under which Mr. Bear would provide consulting services and assist Bowie in the conduct of mining operations using the workforce employed by M.A.G. Mining, Inc. M.A.G. Mining, Inc, and Mr. Bear would be added to the Bowie permit through a technical revision. Messrs. Addington, Stanley, White and Bear are prepared to execute a Stock Purchase Agreement and other documents necessary to effect the transactions described above. You have advised me that your first reaction to this proposal is favorable, and that you are seeking confirmation from the Division's AVS specialist, and possibly from the Attorney General's office. As the decision to either extend the MArch 31 deadline or implement this structure will influence the contents of the technical revision to be submitted on March 20, Bowie would appreciate a response from the Division as soon as possible. Bowie would also appreciate the consideration of the Division to extending the March 20 deadline for several days in the event the decision by the Division to extend the March 31 deadline or implement this structure is delayed.