EXHIBIT 10.48 DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
Table of Contents
1. Description of Property/Grant of Exploration Rights................ 1
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2. Term.............................................................. 1
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3. Consideration..................................................... 1
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4. Conduct of Operations............................................. 2
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5. Notice............................................................ 2
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6. Termination....................................................... 3
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7. Insurance......................................................... 3
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8. Indemnity......................................................... 3
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9. Compliance With Laws.............................................. 3
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10. Option to Lease................................................... 4
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11. Removal of Property............................................... 4
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12. Information....................................................... 4
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13. Default and Termination........................................... 5
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13.1 Default.................................................. 5
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13.1.1 Breach of Covenants............................. 5
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13.1.2 Assignments..................................... 5
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13.1.3 Bankruptcy...................................... 5
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13.1.4 Receivership.................................... 6
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13.1.5 Attachment...................................... 6
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13.2 Remedies................................................. 6
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14. Inurement......................................................... 6
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15. Force Majeure..................................................... 6
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16. Title............................................................. 7
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17. Counterparts...................................................... 7
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18. Complete Agreement................................................. 7
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19. Recordation........................................................ 8
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
This Agreement is made and effective as of the ___ day of _______________, 19__, by and between CHARLES JACKSON, MARIE UNRUH, JAMES HOPKINS, SR., TRACY HOPKINS, RICK JACKSON, MARA JACKSON, PAUL JACKSON and JARED JACKSON (hereinafter referred to as "LICENSOR") and DESERT MINERALS, INC., a Delaware corporation, (hereinafter referred to as "LICENSEE"), agree as follows:
20. Description of Property/Grant of Exploration Rights.
LICENSOR is the owner of all or part of the unpatented placer mining claims described in EXHIBIT "A" attached hereto. LICENSOR grants to LICENSEE the exclusive right to explore LICENSOR's ownership interest in the property set forth in EXHIBIT "A" (LICENSOR's interest is hereinafter referred to as the "PREMISES").
21. Term.
The term of this Agreement shall be five (5) years, unless terminated earlier or extended. LICENSEE shall have the right to extend for two additional five (5) year terms upon the payment of Five Hundred Dollars ($500.00) for each such extension.
22. Consideration.
In consideration for the granting of the exploration rights set forth herein, LICENSEE agrees to pay to LICENSOR each year in which this Agreement is in effect on or before the anniversary date, the sum of Five Hundred Dollars ($500.00). Upon execution of this Agreement, LICENSEE shall pay the sum of One Thousand Dollars ($1,000.00) which shall be full consideration for the
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
first and second year's payments. LICENSORS authorize Rick Jackson to receive such payments for them, for their benefit, as follows:
Rick Jackson
P.O. Box 874
Jacksonville, OR 97530
23. Conduct of Operations.
During the term of this Agreement, LICENSEE shall have possession of, and free and unrestricted access to, the PREMISES and shall have the right to explore, investigate, measure, sample (including bulk sample), examine, test, work, use, manage, control and develop the PREMISES. LICENSOR shall receive an accounting and production royalty, pursuant to the terms of the Mining Lease attached hereto as EXHIBIT "B", for all ores, minerals and concentrates removed and sold from the PREMISES. LICENSEE may trench or drill any part of the PREMISES, may rehabilitate existing mine workings, construct new workings, and may erect, construct, use, and maintain on the PREMISES such roads, building structures, equipment and machinery as in its sole discretion it may deem necessary to its operations.
24. Notice.
Any notices required or permitted to be given to LICENSOR or LICENSEE hereunder shall be given in the manner provided herein and be considered as delivered and received when the same are delivered in person or received by the addressee following deposit in the United States mail by registered mail, return receipt requested, with postage prepaid. All notices given hereunder shall be addressed to the persons and addresses given below or such other persons or addresses as the parties may designate from time to time. Any change in the names and/or addresses of the persons
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
listed below shall be effective thirty (30) days from the giving of the notice to the other party as provided herein. LICENSEE: Desert Minerals, Inc.
c/o LS Capital Corporation
15915 Katy Freeway, Suite 250
Houston, TX 77094 LICENSOR: Rick Jackson - --------
P.O. Box 874
Jacksonville, OR 97530
25. Termination.
Upon termination or surrender under the terms of this License, all rights of LICENSEE under this Agreement, except as provided in Paragraph 11., shall terminate and all payments heretofore made under this Agreement shall be retained by LICENSOR as full compensation, as rental, for the use and occupancy of said PREMISES and as consideration for which this Agreement is given.
26. Insurance.
LICENSEE shall, at its sole expense, cause to be issued and maintained during the term of this Agreement, or any extension thereof, workmen's compensation insurance coverage in accordance with the provisions of California law.
27. Indemnity.
LICENSEE shall protect and indemnify and hold LICENSOR harmless from and against any and all claims, actions or causes of action, including, without limitation, employees of LICENSEE, contractors and employees of contractors of LICENSEE, for injury to or death of persons or damage to property arising out of or in connection with LICENSEE's exploration activities.
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
28. Compliance With Laws.
LICENSEE shall conduct all exploration activities in full compliance with the applicable laws and regulations of the State of California and the United States of America including, but not limited to, the provisions of the Federal Land Management and Policy Act of 1976 and the regulations promulgated pursuant thereto.
29. Option to Lease.
During the term of this Agreement, or during the term of any extension hereof, LICENSEE may exercise an option to lease the PREMISES pursuant to the terms and conditions set forth in the Mining Lease attached hereto as EXHIBIT "B" and made a part hereof as though set forth in its entirety. The option to lease shall be deemed exercised when LICENSOR has received a certified check in the amount of Five Thousand Dollars ($5,000.00), together with two (2) copies of EXHIBIT "B" that have been executed by LICENSEE. LICENSOR shall sign one copy and return it promptly to LICENSEE. If LICENSOR is the owner at the date of exercise of this option of less than one hundred percent (100%) of the title to the PREMISES, LICENSOR shall receive an amount equal to LICENSOR's percentage ownership multiplied by Five Thousand Dollars ($5,000.00) pursuant to this paragraph.
30. Removal of Property.
LICENSEE shall have, and it is hereby given and granted, ninety (90) days after a valid forfeiture, surrender, or other termination of this Agreement, to remove from the PREMISES all machinery, equipment, personal property and improvements erected or placed in or upon the said property by
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
it. If not so removed by LICENSEE within said ninety (90) day period, titles to unremoved property will then vest in LICENSOR.
31. Information.
31.1 If the Option to Lease contained in Paragraph 10 is not exercised and this Agreement is terminated, LICENSOR may, within ninety (90) days, request, and if requested, LICENSEE shall supply LICENSOR copies of all Information as defined below. As used in this Agreement, "Information" shall mean all geological, geophysical and geochemical data, maps and reports, whether acquired, generated or compiled by or for LICENSEE. LICENSEE warrants that all information supplied to LICENSOR pursuant to the terms of this provision shall be true and accurate copies of the Information acquired, generated or compiled by or for LICENSEE; provided, however, that LICENSEE does not warrant that the data contained therein is an accurate interpretation of the geology described therein.
31.2 Any and all data, information, reports and samples provided by LICENSEE to LICENSOR under the terms of this Agreement shall be treated and held confidential for the term of this Agreement, and for the term of the Mining Lease attached as EXHIBIT "B", if LICENSEE should exercise its Option to Lease.
32. Default and Termination.
32.1 Default.
The occurrence of any of the following events shall constitute an event of default on the part of LICENSEE:
32.1.1 Breach of Covenants.
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
Failure (i) to perform any of LICENSEE's covenants hereunder, including, but not limited to the failure to make a payment under Paragraph 3 herein, and (ii) to remedy such failure within ninety (90) days after written demand is made therefor. 32.1.2 Assignments. The making of a general assignment by LICENSEE for the benefit of creditors. 32.1.3 Bankruptcy. The filing of any form of voluntary petition in bankruptcy by LICENSEE, or the filing of an involuntary petition by LICENSEE's creditors, if such petition remains undischarged for a period of thirty (30) days. 32.1.4 Receivership. The appointment of a receiver to take possession of substantially all of LICENSEE's assets or of the interest held by LICENSEE under this Agreement, if such receivership remains undissolved for a period of thirty (30) days. 32.1.5 Attachment. The attachment or other judicial seizure of substantially all of LICENSEE's assets or of the interest held under this Agreement, if such attachment or other seizure remains un dismissed or undischarged for a period of thirty (30) days after the levy thereof. 32.2 Remedies. In the event of the occurrence of any event of default mentioned in Paragraph 13.1 hereof, LICENSOR shall have the right, so long as default continues, to immediately terminate this Agreement by giving LICENSEE written notice of such termination.
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
33. Inurement.
All covenants, conditions, limitations and provisions herein contained apply and are binding upon the parties hereto and their heirs, devisees, successors and assigns.
34. Force Majeure.
If, because of force majeure, LICENSEE is unable to carry out any of its obligations under this Agreement, the obligation of LICENSEE shall be excused to the extent made necessary by such force majeure and this Agreement shall be extended by a length of time equal to its continuance not to exceed maximum term permitted by law. The term "force majeure" as used herein shall include, but not be limited to, acts of God, acts of civil or military authority, acts of war or the public enemy, legislation, acts or orders of any court, acts or failure to act of regulatory agencies or administrative bodies having jurisdiction with respect to the performance of this Agreement, insurrections, riots, strikes, boycotts or other labor disturbances, fire, flood, windstorm, explosion and other causes not within the reasonable control of the parties directly affected and claiming suspension of its obligation whether or not like or similar to the causes or occurrences specifically enumerated above.
35. Title.
Each LICENSOR covenants that said LICENSOR now owns and is in actual possession of an undivided one-eighth interest in the PREMISES free and clear from all former grants, sales, liens, or encumbrances of any kind, and that there are no delinquent taxes; and agrees to furnish LICENSEE upon request such abstracts, deeds, or other evidence of title as may be in LICENSOR's possession and control. LICENSEE may elect to correct any defects it determines
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
exist in title to the PREMISES, including, but not limited to, amendment, relinquishment, relocation of existing claims and location of additional claims over fractions within the PREMISES.
36. Counterparts.
This Agreement may be signed in counterparts and shall be deemed effective when all parties have executed this Agreement or any counterpart thereof.
37. Complete Agreement.
This Agreement and all the terms and covenants contained herein are deemed to be the complete and unequivocal written agreement of the parties and no other agreements, either written or oral, are contemplated with respect to said PREMISES.
38. Recordation.
This Agreement shall not be recorded, however, the Memorandum of Exploration Agreement with Option to Lease attached hereto as EXHIBIT "C" shall be executed and recorded promptly following the execution of this Agreement. LICENSOR: - ----------------------------------- CHARLES JACKSON
- ----------------------------------- MARIE UNRUH
- ----------------------------------- JAMES HOPKINS, SR.
- ----------------------------------- TRACY HOPKINS
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DESERT MINERALS, INC./CHARLES JACKSON, et al.
EXPLORATION AGREEMENT AND OPTION TO LEASE
- ----------------------------------- RICK JACKSON
- ----------------------------------- MARA JACKSON
- ----------------------------------- PAUL JACKSON
- ----------------------------------- JARED JACKSON
LICENSEE:
DESERT MINERALS, INC.
By ____________________________________ Paul J. Montle Its Vice-President
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EXHIBIT "A"
UNPATENTED PLACER MINING CLAIMS
Located in Inyo County, California
Inyo County
Township/Range Date of Document Claim Name Section ...
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