GENERAL53091

• Permit No: M1994117
• IBM Index Class Name: General Documents
• Doc Name: ISLAND INVESTMENT CORP
• Media Type: D
• Archive: No

~~' ~ ' ~ • pI~ItEGED ~ CONFlaENTfAL
~ ~TTORNE~•CtIENTEOM~~N1tiATI~N
STOCK TRANSFER AND OWNERSHIP EXCHANGE AGREEME ~n~l~/~~
/' ~AR p 1 1998
/ S~ da of C-Pi(h~W~j~'v~s~ono, 1996,
This Agreement is made this y ~~+n
between Mr. Thames Edwin Hartley ("Hartley"), Mr. Wayne Tatman ("Tatman~'~;s ~~olo~y
Newmineco LLC ("LLC").
J
WHEREAS, Hartley represents and warrants that he is the sole owner of 67 percent
of We authorized shares of Lincoln Consolidated Mining & Milling, Inc. ("Lincoln"), as
evidenced by the copy of such share certificates set forth as attached Exhibit 1; and
WHEREAS, Tatman represents and warrants that be is the sole owner of 33 percent
of the authorized shares of Lincoln, as evidenced by the copy of such share certificates set
forth in attached Exhibit 2; and
WHEREAS, Lincoln is a duly authorized Colorado corporation in good standing in
the State of Colorado, all evidenced by the copy of such duly filed Articles of Incorporation,
set forth as attached Exhibit 3, and further, that Lincoln is authorized to conduct its
activities in Colorado; and
WHEREAS, LLC is a duly organized Limited Liability Company under the Colorado
Limited Liability Company Act and is duly authorized to conduct its activities in Colorado,
as evidenced in the copy of the filed Articles of Organization, attached hereto as Exhibit
4; and
WHEREAS, Hartley and Tatman desire to irrevocably transfer their ownership of
said shares of Lincoln to LLC in exchange fora 33 percent and 16 percent share
respectively of ownership interests in LLC.
NOW, THEREFORE, in consideration of the covenants and representations of the
parties herein contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby expressly acknowledged:
1. HartleKShares - No Encumbrances. Hartley represents and warrants that be
owns 67 percent of the authorized shares of Lincoln in his own name, free and clear of all
defects, liens and encumbrances.
2. Tatman Shares - No Encumbrances. Tatman represents and warrants that he
owns 33 percent of the authorized shares of Lincoln in his own name, free and clear of all
defects, liens and encumbrances.
-:
3. LLC Ownership Interest Transfers. LLC represents and warrants its full
authority to acquire the said Hartley and Tatman shares of Lincoln and to grant to Hartley
and Tatman respectively 33 percent and 16 percent of the ownership interests of LLC.