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~ FRIVI~IED 3l CONFIDENTIi~I A1~ORIdEY•CllEi~l' COMMUiJIC~TiD~J SUBSCRIPTION AGREEMENT BY AN INDIVIDUAL FOR A MEMBERSHIP INTEREST IN A LIMITED LIABILITY COMPANY February 1, 1996 To the Managers of NEWMINECO LLC: 1717 Washington Avenue Goldeu, Colorado 80401 Gentlemen: I hereby agree to contribute thirty-three percent (33%) of the authorized stock of Lincoln Consolidated Mining and Milling, Inc., a Colorado corporation, for a sixteen percent (16%) membership interest in NEWMINECO LLC, a Colorado Limited Liability Company (the "Limited Liability Company'), as such interest is described in the Operating Agreement of the Limited Liability Company (the "Operating Agreement"). My membership interest in the Limited Liability Company is referred to as "Interest" herein, and will be effective upon the acceptance of this subscription by a Manager of the Limited Liability Company. In connection with this transaction, I hereby represent and warrant that I am acquiring this Interest for investment and not with a view to the resale or distribution thereof. I agree that I will not transfer the Interest in violation of the provisions of the Operating Agreement in the absence of an effective registration relating thereto under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to the Limited Liability Company and its counsel that such registration under said Act is not required in connection with such transfer. I acknowledge that the Interest is subject to restrictions on its transfer, as set forth in the Operating Agreement of the Limited Liability Company, and I agree to observe and be bound by all such restrictions. I further agree that the Limited Liability Company may endorse any certificate representing the Interest with an appropriate legend relating to the foregoing. Prior to acquiring the Interest, I have made an investigation of the Limited Liability Company and its business and have had made available to me all information with respect thereto which I needed to make an informed decision to acquire the Interest I possess experience and sophistication as an investor which are adequate for an evaluation of the merits and risks of the Interest.