Green Stone Belt MCL: Copper, Gold, Iron Ore, Tin, Coltan,Tantalite Cobalt, Diamond..

CONTRACT FOR SALE AND PURCHASE OF BUSINESS

This contract for sale and purchase, hereinafter referred to as "Contract" or "Agreement", is executed this day of , by and between, , hereinafter referred to as"Seller", and , hereinafter referred to as"Buyer".

WITNESSETH:

WHEREAS, Seller is the owner of Seller's property, situated and located in Country, State of , more particularly described in Exhibit "A" attached hereto and made a part hereof, hereinafter referred to as the "Property"; and WHEREAS, Buyer desires to purchase Seller's property and Seller desires to sell said property to Buyer; NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinafter contained, the Seller agrees to sell and the Buyer agrees to buy the "Property" upon the following terms and conditions.

PURCHASE PRICE AND METHOD OF PAYMENT.
Buyer shall pay and Seller shall accept the purchase price for the property in the manner of payment therefor set forth in Exhibit "B" attached hereto and made a part hereof.
CLOSING.
The closing of the transactions contemplated by this agreement, hereinafter referred to as "The Closing", shall be held at , , on the day of , , at or at such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this agreement as the "Closing Date".)
REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller represents and warrants to Buyer the correctness, truthfulness and accuracy of the matters shown on Exhibit /per buyers order number/fco signed hereto, all of which shall survive closing. In addition, Seller represents and warrants to give Buyer all the documents necessary as enumerated in this contract attached hereto and made a part hereof, are true, authentic and correct copies of the original, or, if appropriate, the originals themselves, and no alterations or modifications thereof have been made.
REPRESENTATIONS AND WARRANTIES.
Buyer and Seller hereby represent and warrant the following:
- Brokers. There has been no act or omission by Buyer or Seller which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
TRANSACTIONS PRIOR TO CLOSING.
Seller hereby covenants the following:
- Conduct of Seller's Business Until Closing. Except as Buyer may otherwise consent in writing prior to the Closing Date, Seller will not enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause any of the representations and warranties of Seller contained in this Agreement to be void, invalid or false on the Closing Date.

- Resignations. Seller shall deliver to Buyer prior to the Closing Date, such resignations of officers or employees of the business as Buyer shall indicate, each such resignation to be effective on the Closing Date.

- Satisfactions. Seller shall deliver to Buyer on the Closing Date a satisfaction of any encumbrance or lien on the property satisfactory in form and substance to the Buyer indicating that the then outstanding unpaid principal balance of any promissory note secured thereby has been paid in full prior to or simultaneously with the closing.

- Advice of Changes. Between the date hereof and the Closing Date, Seller will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement.

- Documents. Seller shall deliver to Buyer at closing such documents which are, in Buyer's sole discretion, necessary to fully satisfy the objectives of this Agreement in content and form reasonably intended to do so.
EXPENSES.
Each of the parties hereto shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of its counsel and its certified public accountants.

GENERAL.
- Survival of Representations and Warranties. Each of the parties to this Agreement covenants and agrees that their respective representations, warranties, covenants, statements, and agreements contained in this Agreement shall survive the Closing Date and terminate on the second anniversary of such date. Except as set forth in this Agreement, the exhibits hereto or in the documents and papers delivered by Seller to Buyer in connection herewith, there are no other agreements, representations, warranties, or covenants by or among the parties hereto with respect to the subject matter hereof.

- Waivers. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or therein and in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

- Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid
To Seller:
To Buyer:
or to such other address as such party shall have specified by notice in writing to the other party.

AMENDMENTS OR ADDENDA.
- All amendments, addenda, modifications, or changes to this contract are shown on Exhibit "F", attached hereto and made a part hereof.
INITIALS AND EXHIBITS.
-This contract shall not be valid and enforceable unless it is properly executed by Buyer and Seller and their initials affixed to each page of the exhibits attached hereto and made a part hereof.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto and signed by an officer thereunto duly authorized and attested under the corporate seal of the Secretary of the Corporate party hereto, if any, all on the date and year first above written.

Signed, sealed and deliveredin the presence of:

SELLER:

(CORPORATE SEAL) (CORPORATE NAME)

BY: Witness Its President/Vice President
Attest: Its Secretary
Individual Name

BUYER:

(CORPORATE SEAL) (CORPORATE NAME)

BY:
Witness Its President/Vice President
Attest: Its Secretary
Individual Name

Note 1
PRODUCT DESCRIPTION
- All assets associated with or relating to that certain business establishment known and commonly referred to as , located at , in County, , including, With improvements, inventory, fixtures, utility deposits, deposits, any and all other security deposits, good will (which has value), and any and all other items normally considered and commonly referred to as value product /assets, except those specifically excepted hereinafter: .

Initials:
Seller:
Buyer:
Note2
AMOUNT AND PAYMENT OF PURCHASE PRICE
- CONSIDERATION As total consideration for the purchase and sale of the product, the Buyer shall pay to the Seller the sum of ($ ), such total consideration to be referred to in this Agreement as the "Purchase Price".

- PAYMENT. The Purchase Price shall be paid as follows:
i. Dollars ($ ) to be paid to Seller upon execution of this contract;
ii. Cashier's or certified check from Buyer in the sum of . Dollars ($ ) to be delivered to Seller at closing.

Initials:
Seller:
Buyer:
Note3
REPRESENTATIONS AND WARRANTIES OF SELLER
- Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of and has the corporate power and authority to carry on its business as it is now being conducted.

- Authority Relative to this Agreement. Except as otherwise stated herein, the Seller has full power and authority to execute this Agreement and carry out the transactions contemplated by it and no further action is necessary by the Seller to make this Agreement valid and binding upon Seller and enforceable against it in accordance with the terms hereof, or to carry out the actions contemplated hereby. The execution, delivery and performance of this Agreement by the Seller will not (i) constitute a breach or a violation of the Corporation's Certificate of Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust, mortgage, loan agreement or other instrument to which it is a party, or by which it is bound; (ii) constitute a violation of any order, judgment or decree to which it is a party or by which its assets or properties is bound or affected; or (iii) result in the creation of any lien, charge or encumbrance upon its assets or properties, except as stated herein.

- Tax Matters. The Seller has timely prepared and filed all federal, state and local tax returns and reports as are and have been required to be filed and all taxes shown thereon to be due have been paid in full, including but not limited to, sales tax, withholding tax and all other taxes of every nature.

- Properties. The Seller has good and merchantable title to all of its properties and assets which are those properties and assets as set out in Exhibit "A" annexed hereto and made a part hereof. At Closing, such properties and assets will be subject to no mortgage, pledge, lien, conditional sales agreement, security agreement, encumbrance or charge, secured or unsecured, except for those taxes which shall be pro-rated as of the date of Closing. Seller has or will pay all debts incurred by it up to the date of occupancy by Buyer including all employee compensation and utilities.

- Compliance with Applicable Laws. None of the Seller's actions in transferring good and merchantable title to those products/ assets and properties set out in the contract are prohibited by or have violated or will violate any law in effect on the date of this Agreement or on the date of closing.

- Documents for Review. The Seller's documents enumerated in Exhibit "D" attached hereto and made a part hereof, are true, authentic, and correct copies of the originals, or, as appropriate, the originals themselves, and no alterations and modifications thereof have been made.

- The lease currently operative on the premises, if applicable, is in good standing and all payments required to be made under the lease have been made by Seller.

- All rent averages, rent, maintenance expenses and prorations relating to the lease, including any real property tax obligations and insurance obligations up to occupancy by Buyers, are the responsibility of Seller:

i. will pay any and all fees charged by the local governments for processing any assignment of the lease to the Buyer.
Initials:
Seller:
Buyer:
Note 4:
DOCUMENTS FOR REVIEW

- Contracts/ Agreement(s)
- Tax ID
-Registration of Incorporation & Etc. Initials:
Seller:
Buyer:
Note5
CONDITIONS PRECEDENT

- Buyer obtaining the full transfer and assumption of the seller's interest and the agreement(s) currently in force between Seller and the buyer.

- The full payment of all liabilities and obligations currently outstanding on the business, except those specifically enumerated hereinafter and assumed by Buyer as a part of this transaction:
Initials:
Seller:
Buyer:
Note 6
AMENDMENTS AND ADDENDA

During the term of this Agreement, upon its termination for any Seller will not, directly or indirectly, enter the sales of, or render services to, any other person, partnership, association, or corporation engaged in the same or substantially similar business covered by this agreement in any area which can be reasonably termed competitive to the Buyer; and during such term of . ( ) years, the Seller will not within such territory engage in such business on his own account, or become interested therein, directly or indirectly, as an individual, partner, shareholder, director, consultant, independent contractor, officer, clerk, principal, agent, employee, trustee, or in any relation or capacity whatsoever.
Initials:
Seller:
Buyer:

An Agent Engagement draft Contract

Agreement made and entered in on _________; Between ________. (hereinafter referred to as seller ) and Greenstone belt International Mining Co. Ltd .(hereinafter referred to as AGENT) and _________. (Hereinafter referred to as buyer/ seller).

SELLER/BUYER hereby engages AGENT and AGENT and BROKER hereby agree to supply the AGENT for the engagement hereinafter provided, upon all the terms and conditions herein set forth, including those hereof entitled "Additional Terms and Conditions".

Special Provisions:
___________________________________________________________

___________________________________________________________

Terms And Conditions

This contract must be executed by all parties within 21 days first above written without amendment failing which the full deposit will be returned to the BUYER/SELLER and this contract shall be null and void without further recourse to any party hereto.
The above indicated deposit shall be the liquidated damages due upon any breach or written cancellation of contract by PURCHASER occurring greater than 180 days from the date of performance. Should PURCHASER breach or cancel this contract less than 180 days from the date of performance then PURCHASER shall be liable to the AGENT for the full contract price set out above. In the event of a cancellation by the PURCHASER, AGENT agrees to reimburse the PURCHASER all but $........ of the deposit if AGENT is able to re-book the AGENT for the same day and time for a similar function.
In no event shall the AGENT be liable in any way beyond the "deposit" for damages or inconveniences caused by the inability of the AGENT to perform for any reason beyond the AGENT's control. AGENT agrees, nonetheless, should it become advised that BROKER will not or becomes unable to perform, that AGENT will make every reasonable effort to obtain an artist of similar size and type. If PURCHASER does not agree to any replacement artist offered by AGENT, this contract will be null and void and the deposit shall be returned within 10 business days and BUYER/SELLER will have no further recourse against AGENT either at law or in equity.
This contract constitutes the sole, complete and binding agreement between the parties and may only be amended by a document in writing executed by all the parties hereto. This agreement shall be construed in accordance with the laws of ______.
The PURCHASER/SELLER in signing this agreement for himself or on behalf of his principal, acknowledge his/her/their authority to do so and hereby assumes liability for the amount stated herein.
In no event shall AGENT be liable for personal injury or property damage caused by AGENT in the course of it's performance. Further, AGENT agrees to indemnify and hold harmless and defend the SELLER / BUYER against any and all claims arising out of AGENT conduct, or the conduct of one for whom AGENT is responsible.
The AGENTagrees that he/she/they will only distribute promotional material, business cards and the like at the engagement which clearly identify that the AGENT is to be hired for future engagements through the SELLER/BUYER and said promotional material, business cards and the like will plainly identify the AGENT's business telephone number.
It is mutually agreed that all return business engagements shall be undertaken through.
The signatures below will confirm that the parties have read and approved each and all the terms and conditions set forth herein.