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<br />(d) Continuance of Right of First Refusal. If the Grantor fails to consummate <br />the Transfer to a third party within the period set forth in Section 3(c), the preemptive right of <br />Grantee in such offered interest shall be deemed to be revived. Any subsequent proposal by <br />Grantor to Transfer such interest shall be conducted in accordance with all of the procedures set <br />forth in this Section 3. <br />Section 4 -Miscellaneous. <br />(a) Governing Law. This Conveyance shall be governed and construed in <br />accordance with the laws of the State of Colorado. <br />(b) Assienment. Grantee may assign its rights and delegate its duties and <br />obligations under the terms of this Conveyance. <br />(c) Binding Effect. This Conveyance shall be binding upon and inure to the <br />benefit of the parties hereto, and their successors and assigns. <br />(d) Further Assurances. Grantee and Grantor agree to execute, acknowledge <br />and deliver or cause to be delivered such instruments and take such other actions as may be <br />reasonably necessary or advisable to carry out the purposes and intents of this Conveyance. <br />IN WITNESS WHEREOF, the parties have executed this Conveyance effective <br />January 23, 1998. <br />GRANTOR: <br />MI VIDA ENTERPRISES, INC. <br />By~(~1-~ ~ y .~o~ <br />Mark A. Steen, Vice President <br />SOUTHERN CROSS PROSPECTING <br />COMPANY <br />By: <br />S~ <br />Mark A. Steen, President <br />-4- <br />