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APR. 4.2006 11:54AM <br /> <br /> -3- <br /> ,ease rentals, property bkm+ 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 /> free and clear of all mortgages, charges„ liens, options, royalties, encumbrances, <br /> claims, tide defccu or intertstS of third parties; <br />(f) there are no actions, wits, iuvestigationa or proceedings before a court, arbitrator, <br /> admhustrative agency or other tribunal or governmental authority, whether <br /> current, pending or threatened, which directly or indirectly relate to or affect the <br /> Properties or the interest of the property Owners therein; and <br />(g) to the best of the imowledge, information and belief of the Property Owners, <br /> there am no obligations or commitments for reclamation, closure or other <br /> environmental corrective, 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 REPREgENTATIONS AND WARRANTIES <br />3.1 Global represents and warrants to the Property Owners that: <br />(a) Global is a corporation duly incorporated under the laws of Alberta, is duly <br /> organized, validly subsisting and in 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 tranaaetions contemplated hereby; and <br />(e) 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 />a_ FORMATION OF THE JOINT VENTURE <br />4.1 Subject to Article 5, Global and the Property Owners hereby agree to associate and <br />participate in a joint venture for the purposes herchudter 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 />42 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 Propertiea; <br />and <br />(a) to perform any other activity necessary, appropriate or incidental to any of the <br />foregoing. <br />0 N.-1D1NBC 1eau%7d4Wmper(r1(1o1d HiMagmt1doc