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APR. 4. 2006 11:5jAM . <br />4 <br />tatence, <br />(e) "melon, m actiyitios directed toward ts or Products <br />locurti > quantity, quality or mmeroW value of ora deposits or Products; <br />"JV'. means the joint ventare between the Parties formed pursuant to this <br />Agreement; <br />(g) ,Milling" means the milling, beneftciation or other processing of Products; <br />"Mining" means the mining, extracting, producing and handling of Produots; <br />(h) <br />(i) "Operations" means all artivitics carried out after the date of this Agreement on <br />or in respect of tic Properties including without limitation Exploration, <br />Davelopment, Mining and wuhm; <br />(j) "Participating lute ese of a Party means, at any time, such Party's equity interest <br />in the JV; <br />(k) "Parties" means Global and the Property Owners collectively, and "Party" means <br />either of them; <br />(1) "Products" means all ores, mineral and mineralr frur the Properties n entunder <br />materiel produced from Miling Operations produced this Agreement; <br />(m) "Properties" means those mining claims and improvements described in Schedule <br />"A" to this Agmemout; <br />(n) unless otherwise stated, reference to dollars in this Agreement shall mean United • <br />States dollars; <br />(o) the headings in this Agreement are used for convenience of reference only and <br />shall not alter or affect the meaning hereof. <br />2. PROPERTY OWNERS REPRESENTATIONS AND WARRANTIES <br />2.1 The Property Owners, jointly and severally, represent and warrant to Global that: <br />(a) each of the Property Owners is a corporation duly Incorporated under the laws of <br />the state of its kworpmadon, is duly organized, validly trubsigting and in good <br />standing under such laws and is duly qualified to carry on business in Colorado; <br />(b) cash of the Property Owners has the full right and authority to execute and <br />perform this Agreement and the transactions contemplated hereby; <br />(c) this Agreement has been duly executed and delivered by each of the Property <br />Owners and is valid and binding upon and enforceable against each of the <br />Property Owners in accordance with its terms under the laws of Colorado; <br />(d) the claims which comprlso the Prvpertiee are in good standing in accordance with <br />the statutes and regulations of the State of Colorado and that all fete, raining <br />N:1QJMWJ&n1A704U40P VX00td HilliztgmMdoc 0