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<br />' Boulder County Land Use Department <br />March 23, 1992 <br />Page 3 <br />Thereafter and on or about May 2, 1987, Steens proceeded to <br />' complete formation of Mi Vida, which completion involved initial <br />authorization and issuance (May 5, 1987) of capital stock to each of six <br />family members, election of directors and through the directors, <br />' officers authorized to transact business on behalf of the corporation. <br />The corporation then ratified all acts of incorporators, directors and <br />officers theretofore taken in the name of the corporation and <br />authorized prospective formation of agreements with Cosmos and <br />Fraser. <br />For purposes of holding title to the Mill property and <br />commencement of operation of the Mill for the business purpose <br />intended, Fraser formed a Washington corporation Colina Oro Molino, <br />' Inc. (COM, Inc.) on March 9, 1987 to which Fraser conveyed the Mill <br />property by deed dated April 20, 1987 in exchange for all common <br />stock of the COM, Inc. corporation. COM, Inc. became certified to do <br />business within the State of Colorado and commenced preparation to <br />' operate the Mill under this Fraser owned corporation. <br />Mi Vida (Steens) and Fraser continued to struggle toward <br />' establishment of a working business relationship. The effort to form <br />the Colorado limited partnership with Mi Vida as general partner <br />failed because of Steens unwWingness to accommodate essential <br />' Fraser interests and unwWingness of Fraser to surrender the relatively <br />secure position as record title owner of the Mill. <br />' There remained a recognition the Mill was constructed in part <br />for purposes as declared by Steens to serve claims assembled by <br />Steens and Mi Vida at Gold Hill. To accommodate this purpose and <br />' interests of Mi Vida (the Steen family), Fraser agreed to a priority <br />milling agreement whereby the MW would be made available to <br />process Mi Vida ore when made available for processing by Mi Vida <br />from Gold Hill claims. <br />At no time did Fraser or COM, Inc. understand the Mill to be the <br />' exclusive captive resource of the Steens or Mi Vida. In fact, the <br />priority milling agreement makes clear the intent and understanding <br />the Mlll would operate to process ores from sources other than those <br />coming to the Mill through the Steens and Mi Vida. <br />This is implicit within the context of this entire priority milling <br />' agreement. To suggest otherwise is to suggest the agreement to be <br />devoid of any meaning beyond a commitment the Mill remain idle in <br />standby status awaiting the call from the Steens and Mi Vida to accept <br />1 <br />1 <br />