You must be using a pre-AOL browser, Richard ;)
The E-online except was longer than usual but hardly a match for Partes -- didn't notice the actual TC agreement for example.
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TYPE: EX-10.28
SEQUENCE: 2
DESCRIPTION: CHRISTOPHER AGREEMENT
EXHIBIT 10.28
AGREEMENT
This Agreement dated March 13, 1998, is between LS Capital Corporation
(LS), a publicly traded Delaware Corporation, and Terry Christopher an
individual residing in Edmonton, Alberta, Canada (TC).
RECITALS
WHEREAS TC will attempt to develop proprietary technology, seek out and
locate other proprietary processes from other vendors for the extraction of
precious metals from certain desert sands properties in the western United
States and elsewhere,
WHEREAS TC wishes to form a joint venture with LS to operate and mine
certain properties using TC's proprietary technology or another process found or
located by TC or LS for extraction of precious metals, and to form one or more
new publicly-traded entities to hold these precious metals properties, TC and LS
agree as follows:
1. After execution of this Agreement, LS will form a new Delaware
corporation "NEWCO". Shares of common stock will be issued as follows:
2,000,000 (two million) shares to TC or his designees;
3,000,000 (three million) shares to LS or its designees.
2. As consideration for the 2,000,000 (two million) shares of NEWCO
issued to him, TC assigns to NEWCO all of his rights, title and other interests
in the extraction process technology and any enhancements subsequently
developed, which will be the joint property of you, NEWCO, and such subsidiaries
or affiliates as they may, from time to time, assign or license the technology
to, with the proviso, however, that should TC present in writing to LS and NEWCO
a project which would utilize the technology to extract gold and/or precious
metals, and LS and NEWCO declines in writing to pursue that project, then you
shall have the right to utilize the technology to extract minerals from that
project, as long as appropriate measures are taken to maintain the integrity and
security of the extraction process technology. TC shall be designated as
President of NEWCO.
3. As consideration for the total of 3,000,000 (three million) shares
of NEWCO issued to it, LS shall advance on behalf of NEWCO such funds as are
deemed necessary to cover overhead and conduct mining operations on the
properties until precious metal recovery amounts are such that NEWCO has
positive cash flow.
4. Within three (3) years after NEWCO is formed LS shall commence
preparation of a registration statement for NEWCO on form SB2 and file said
registration statement with the SEC as soon as practicable thereafter covering
up to 1,000,000 shares of NEWCO to be distributed to the stockholders of LS upon
clearance by the SEC and appropriate stock market conditions for such a
transaction.
5. It is agreed that TC, NEWCO and Cochise Mining Corporation shall
pursue a joint venture on terms mutually acceptable to all the parties.
6. Consulting. Your consulting fee payable by NEWCO will be Cdn $500
weekly, payable semi-monthly effective April 1, 1998, which shall be reviewed at
such time as you are available for full-time employment, but not later than
January 1, 1999.
7. Signing Bonus. Upon execution of this letter agreement you will be
paid a bonus in the form of 30,000 freely tradable shares of LS Capital
Corporation at an agreed value of US $.25 per share.
8. Stock Options. Upon execution of this letter agreement you will be
granted options to purchase a total of 100,000 shares of its common stock as
follows: 40,000 shares at $.50, 30,000 shares at $.75 and 30,000 shares at
$1.00; 25% of each option will be vested immediately and 25% will vest on each
one year anniversary of the option grant so that 100% of the options will be
vested on the third anniversary of the option grant.
9. Security. LS and you will take such measures as are necessary to
secure and protect the secrecy of the technology, including effecting such
intellectual property filings with the appropriate international bodies as may
be advised by counsel.
10. Confidentiality. The parties to this agreement agree that it is
confidential and highly sensitive and no disclosure of its terms can be made
without the consent of both parties, except as may be required by government
agencies such as tax or securities authorities.
AGREED as of the date above first written:
LS CAPITAL CORPORATION
/s/ Terry Christopher By: /s/ Paul J. Montle
TYPE: EX-10.29
SEQUENCE: 3
DESCRIPTION: BLAKE AGREEMENT
EXHIBIT 10.29 AGREEMENT
This agreement, dated June 11, 1998, is between LS Capital Corporation
(LS), a publicly traded Delaware Corporation, Desert Minerals, Inc. and SWM
Ventures, Inc., both Delaware subsidiaries of LS and Martin Blake an individual
residing in Edmonton, Alberta, Canada (MB).
RECITALS
WHEREAS MB will participate in an effort to develop proprietary
technology, seek out and locate other proprietary processes from other sources
for the extraction of precious metals from certain desert sands properties in
the western United States and elsewhere.
WHEREAS MB will be initially employed at the Desert Minerals, Inc.
(DMI) pilot plant facility in Amargosa Valley, Nevada as Director of Research
and Development reporting directly to Terry Christopher, President of (SWM).
1. Salary - Your salary payable by DMI will be US $50,000 annually,
payable semi-monthly effective upon your arrival at DMI for permanent employment
with a work visa, which salary shall be reviewed not later than January 1, 1999.
2. Work Schedule - As a salaried employee you are expected to work at
least forty (40) hours per week and such additional hours as may be necessary to
successfully perform your assignment. Salaried employees are not eligible for
overtime but may request compensatory time off from the supervisor when they
have worked exceptionally long hours. You will receive two (2) weeks of paid
vacation for the first year and three (3) weeks in subsequent years.
3. Signing Bonus. Upon execution of this letter agreement you will be
paid a bonus in the form of 20,000 freely tradable shares of LS Capital
Corporation at an agreed value of US $.25 per share.
4.0 Stock Options. Upon execution of this letter agreement you will be
granted options to purchase a total of 100,000 shares of its common stock as
follows: 40,000 shares at $.50, 30,000 shares at $.75 and 30,000 shares at
$1.00; 25% of each option will be vested immediately and 25% will vest on each
one year anniversary of the option grant so that 100% of the options will be
vested on the third anniversary of the option grant.
4.1 You will be granted options to purchase 250,000 shares of SWM
Ventures, Inc. common stock as follows: 100,000 shares at $.01, and 150,000
shares at $.50. The options will vest on the same schedule as the LS options.
5. Expenses - LS will pay your fuel and any highway tolls when you
drive down from Canada to begin work in Amargosa, plus up to US $50/day lodging
allowance and a flat US $25 per diem allowance for food enroute. While at
Amargosa you will live in the DMI mobile home you inspected with utilities paid
by DMI. You will be responsible for your food and any personal telephone calls.
6. Security. LS, DMI and SWM and you will take such measures as are
necessary to secure and protect the secrecy of the technology, which shall
remain the property of LS, and SWM, including effecting such intellectual
property filings with the appropriate international bodies as may be advised by
counsel.
7. Confidentiality. The parties to this agreement agree that it is
confidential and highly sensitive and no disclosure of its terms can be made
without the consent of both parties, except as may be required by government
agencies such as tax or securities authorities.
AGREED as of the date above first written:
LS CAPITAL CORPORATION
/s/ Martin Blake By: /s/ Paul J. Montle
Paul J. Montle, President
DESERT MINERALS, INC.
By: /s/ Paul J. Montle
Paul J. Montle, Vice
President
SWM VENTURES, INC.
By:/s/ Terry Christopher
Terry Christopher, President
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