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APR. 4.2006 W-WM <br />• <br />Iowa rentals, property takes, royalty payments and other levies are paid up to <br />date; <br />(e) the property Owners are the sole owners of the properties and the Properties are <br />firee and clear of all mortgages. chargas„ liens, options, royaltios, encumbrances, <br />claims, tide delixts or intatWA of third parties; <br />(f) these are no actions, suits. iuvestigatioas or pgoccedingg before a court. <br />authority, rater <br />admla s rative agnacy or other tribunal or governmental <br />current, pending or tluestened, which directly or indirxtly relate to or affect the <br />Properties or the ioorterest of the. Property Owners therein; and <br />(g) to the best of the knowledge, information and belief of the Property Owners, <br />there are no obligations or commitments for reclamation, clotaue or other <br />environmental correctim cleanup or remediation action directly or indirectly <br />relating to the Properties that have not previously been disclosed to Global by the <br />Property Owners. <br />3. GLOBAL RLPREWffATIONS AND WARRANTIES <br />3.1 Global represents and warrants to the Property Owners that: <br />• <br />(a) Global is a corporation duly incorporated under the laws of Alberta, is duly <br />organized, yalidly attbsistutg and to good standing under such laws and will take <br />such steps as are necessary to be duly qualified to carry on business In Colorado; <br />(b) Global has the full right and authority to execute and perform this Agreement and <br />the amgaetions contemplated hereby; and <br />(c) this Agreement has been duly executed and delivered by Global and is valid and <br />binding upon and enforceable against Global in accordance with its terms under <br />the laws of Colorado. <br />4. FORMATION OF THE JOINT VENTURE <br />4.1 Subject to Article 5. Global and the Property Owners hereby agree to aasociate and <br />participate in a joint venture for the purposes hereinafter stated and agree that all of their <br />rights and all of the Operations on or in connection with the Properties shall be subject to <br />and governed by this Agreement. <br />4.2 This Agreement is entered into for the following purposes and for no others and shall <br />serve as the exclusive means by which the Parties accomplish such purposes: <br />(a) to evaluate the possible development of and mining operations on the Properties; <br />(b) to engage in Exploration, Development, Mining and Milling on the Properties; <br />and <br />(a) to perform any other activity necessary, appropriate or incidental to any of the <br />foregoing. <br />• N'%DJWCJ1en1A704WMpertY%0D1d Hi"Mtldoo