REV94198

• Permit No: M1987131
• IBM Index Class Name: Revision
• Doc Date: 11/4/1996
• Doc Name: LETTER OF TRANSMITTAL
• From: TUTTLE APPLEGATE INC
• To: DMG
• Type & Sequence: AM1
• Media Type: D
• Archive: No

to conduct its operations on the Property and shall at all times comply
with all statutory requirements and all regulations of any governmental
authority having jurisdiction over its operations. Lessee shall have
control over the method and staging of its mining operations and lessor
shall have no obligation to pay Lessee for any material excavated or
processed, but not removed from the Property, even though the same remains
on the Property upon the termination of this Lease. The Lessee shall bear
all expenses oP stripping of top soil and overburden and developing the
Property for efficient mining and Lessor shall have no obligation to
reimburse Lessee for such work.
9. Reclamation. In the event the Lessee shall not reclaim the
Property in a manner satisfactory or acoeptable to any governmental
authority having jurisdiction over the matter, Lessor shall have the right
to perform the reclamation work or cause the reclamation work to be
performed, and Lessee shall be liable to Lessor for all of the Lessor's
expenses in accomplishing complete reclamation; provided, however, that
Lessee's liability thereof shall not in any event exceed the amount of the
bond required of Lessee by the Colorado Mined Land Reclamation Board. If
the Lessee fails to pay the full amount of such reclamation expenses to the
Lessor, the Lessor may take legal action to collect the expenses of such
reclamation work and the Lessee shall be liable for all pf the Lessor's
collection expenses, including Lessor's attorneys fees.
l0. Alienation. Lessor reserves the right to sell, transfer or
encumber their interest in the Property and their interest in the Property
and their interest under this Lease, so long as any such transaction does
not interfere with Lessee's rights under this Lease, and provided that (1)
the Lessor gives Lessee prior written notice of such sale or transfer, and
(2) the purchaser or transferee expressly assumes in writing all of the
Lessor's obligations under the Lease. Lessee may not assign, transfer or
encumber its rights or interest under this lease, or sublet the Property,
unless Lessor's written approval is Pirst obtained, end any attempt to do
so shall constitute a default under the provisions of this Lease. Lessor's
written approval to lessee's assignment or sublease of the Property shall
not be unreasonably withheld or delayed.
11. First Right of Refusal by Lessee. In the event Lessor receives a
written offer to purchase the Property, at any time during the term or
extended term of this lease, which Lessor intends to accept, Lessor shall
send a copy of said offer (the "Purchase Contract") to Lessee, together
with notice that Lessee shall have the right to purchase the Property on
the terms set forth in the Purchase Contract, provided that Lessee
exercises this right by (a) notifying Lessor in writing, within thirty (30)
days of receipt of the Purchase Contract that Lessee will purchase the
Property pursuant to the terms of the Purchase Contract, and (b) closing
the purchase of the Property within the time required by and according to
the terms of the Purchase Contract. If Lessee does not so exercise its
right of first refusal, Lessor will be free to sell the Property, pursuant
to the Purchase Contract. This right of first refusal shall expire on the
expiration of this Lease.
The First Right of Refusal shall not apply to a bona fide sale of
conveyance, or to a transfer by gift, descent or devise from Lessor to a
member of Lessor's immediate family, defined as married spouses, parents,
brothers and sisters, and issue, as the term "issue" is defined by the
Colorado Probate Code; provided, that this Sand and Gravel Mining Lease
shall be expressly binding upon such transferee(s), as expressly provided
in Paragraph 16 hereof.
12. Lessor's Harr ntv and Covenant of Ouiet Enjovmen Lessor
warrants they have full rlght to make the ::ithin Lease.
So long as Lessee pays the rent and performs all of its obligations in
this Lease, Lessee's possession of the Property will not be distributed by
Lessor, or anyone claiming by, through ur under Lessor; provided, that
Lessee expressly acknowledges that Lessor has disclosed that the Property
is subject to the rights of the Lessees under an oil and gas lease given to
First Exploration Company on August 26, 1982 and recorded in Book 682 at
Page 809, Fremont County Records, which vas partially released on August
20, 1986 by release recorded in Book 785 at Page 88; an oil and gas lease
given by Lessor to Mizel Exploration Company on November 1, 1985 and
recorded in Box 0745 at Page 299;
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