EXHIBIT "A"
SYNDICATE AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 1st day of December, 1998.
BETWEEN: LLOYD FRIZZELL, a geologist, having an office at 1332 NW,Conklin Ave.,
Grants Pass, Oregon, 97526 (hereinafter called "Frizzell")
and
DAVID N. VALLANDIGHAM, a prospector, having an office at 203 Southwest
"G" Street, Suite A, Grants Pass, Oregon,97526 (hereinafter called
"Vallandigham")
and
RICHARD M. DAY, an attorney at law, having an office at 10 Exchange
Place, Suite 710, Salt Lake City, Utah, 84111 (hereinafter called
"Day")
and
GEMEXPORT LIMITED, an international investment corporation
incorporated under the laws of Barbados, and having an office at
Stevmar House, Rockley, Christ Church, Barbados (hereinafter called
"Gemexport")
WHEREAS the parties hereto have agreed to form a syndicate to be known as
the TAB 99 Syndicate (the "Syndicate") for the purpose of staking certain mining
claims in the States of Oregon and California with a view to vending them in due
course to a mining exploration company;
AND WHEREAS the parties hereto wish to set forth the terms and conditions
of their participation in the Syndicate;
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements
herein contained and other good and valuable consideration, this Agreement
witnesses as follows:
1. The Syndicate shall be named the TAB 99 Syndicate.
2. Frizzell agrees to provide technical advice to the Syndicate as to the
location of the claims to be staked.
3. Vallandigham agrees to supervise the claim staking and recording of
the claims with the appropriate agencies.
4. Day agrees to use his best efforts to identify prospective purchaser
of the claims and to negotiate a sale on behalf of the Syndicate.
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2
5. Gemexport agrees to pay the costs of staking and recording the claims,
including the necessary deposits.
6. The parties hereto agree that ownership in the Syndicate shall be by
way of Units totaling 24 and that in consideration of their respective
contributions the parties shall receive the number of Units set forth
below opposite their names:
Units
-----
Frizzell 1
Vallandigham 1
Day 2
Gemexport 20
----
24
====
7. It is agreed that the claims shall be staked an recorded in the name
of Frizzell who shall hold them in trust for the Syndicate, the
members of which shall own interests in the claims in proportion to
the Units they hold.
8. Upon the claims having been sold and transferre to the purchaser by
the Syndicate, the proceeds of the sale shall be distributed to the
members of the Syndicate in proportion to the number of Units held and
this Agreement shall terminate.
9. All notices, requests or demands to or upon the parties hereto shall
be in writing and delivered or sent by registered mail postage
prepaid, by delivery or by facsimile transmission addressed, to the
parties respective addresses set out below, or to such other address
as may be specified by one of the parties hereto to the others and
notice given in the manner herein provided.
10. The address of the Syndicate shall be:
TAB 99 Syndicate
c/o Mr. Lloyd Frizzell
1332 NW Conklin Avenue
Grants Pass, OR 97526
11. The addresses of the members are:
Lloyd Frizzell
1332 NW Conklin Avenue
Grants Pass, OR 97526
David N. Vallandigham
710 Upper Powell Road,
Williams, OR 97544
Richard M. Day
10 Exchange Place, Suite 525
Salt Lake City, Utah 84111
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9
Gemexport Limited
c/o Stevmar Corporate Services Ltd.
Stevmar House, Rockley,
Christ Church, Barbados
12. This agreement shall terminate December 31, 2002 unless extended by
mutual consent. The parties hereto undertake and agree to execute and
deliver such further and other assurances and documents as may be
necessary to carry out the intention and give effect to all the terms
and conditions of this Agreement.
13. This Agreement may be altered or amended in any of its provisions when
any such changes are reduced to writing and signed by all of the
parties hereto, but not otherwise.
14. Time shall be of the essence of this Agreement.
15. The contract created under this Agreement and the rights of the
parties hereunder shall be governed by and construed and enforced in
accordance with the laws of the State of Oregon. Each of the parties
hereto irrevocably attorns to the jurisdiction of the courts of the
State of Oregon.
16. No provision of this agreement shall be deemed waived unless such
waiver is in writing. Any waiver of any default committed by any of
the parties hereto in the observance of the performance of any part of
this Agreement shall not extend to or be taken in any manner to affect
any other default.
17. This Agreement shall enure to the benefit of an be binding upon the
successors of the parties hereto. This Agreement is not assignable by
any party hereto without the express written consent of all of the
other parties.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
/s/ Lloyd Frizzell /s/ David N. Vallandigham
------------------------------ ------------------------------
LLOYD FRIZZELL DAVID N. VALLANDIGHAM
/s/ Richard M. Day
------------------------------ GEMEXPORT LIMITED
RICHARD M. DAY
Per: /s/ ILLEGIBLE
---------------------------
Director
