JOINT VENTURE AGREEMENT MILCO-IMMC JOINT VENTURE #1

Exhibit 3.9

MILCO-IMMC JOINT VENTURE #1

ARTICLE I.

INTRODUCTION

THIS JOINT VENTURE AGREEMENT ("Agreement"), is made and entered into as of April 7, 2004, by and among Idaho Maryland Mining Corporation ("IMMC") a Nevada corporation, and Milco Development, Inc., ("Milco"), a California corporation, with reference to the following:

ARTICLE II.

STATEMENTS OF INTENT

Section 2.01

IMMC and Milco (collectively the "Venturers" and singularly a "Venturer") desire to join in the formation of a joint venture in the State of California for the purposes and on the terms set forth in this Agreement.

Section 2.02

It is the general intention of Milco:

(a)

To obtain title to those parcels set forth in the Nevada County Records office in Book 9, page 68 as parcels 29, 30, 31, 32, 33, 34, 35, and 36, comprising approximately 21. 5 acres, for the purpose of developing said parcels for industrial/ commercial use (the “Milco Parcels”).

(b)

To apply for annexation of the Milco Parcels into the City of Grass Valley, Nevada County, California. Milco may proceed with the annexation process of the Milco parcels within thirty (30) days of the date of this Agreement. Milco shall, when possible, coordinate its application with the IMMC application.

(c)

The construction of a road from a Milco Parcel, having frontage on Whispering Pines Lane, at a location determined by the joint venture as provided more fully in Section 2.05 below.

(d)

To allocate responsibilities for any toxic or environmental remediation required on the respective parcels as provided in Section 12.02 below

(e)

To provide lot line adjustments from the southern boundary line of each of Milco Parcel numbers 30, 33 and 36, northward, to effect an increase in the size of each of IMMC Parcel numbers 19, 29 and 30, respectively, not to exceed ten percent (10%) of the total square feet of each of the effected Milco parcels. These lot line adjustments (and the square footage calculation) may not be cumulated; the adjustment of the lot line(s) shall apply evenly across the northern boundary lines of IMMC Parcel numbers 19, 29 and 30.

(f)

To acquire, if feasible, and cooperatively develop, with IMMC, the fifty four (54) acres south and west of the IMMC Parcels for residential use as set forth in Section 2.07 below.

(g)

To develop the Milco parcels in a cooperative manner with IMMC, as provided in Section 2.06 below

Section 2.03

It is the general intention of IMMC:

(a)

To obtain title to those parcels set forth in the Nevada County Records office in Book 9, page 56 as parcels 14, 16, 18, 19, 25, 29, 30, 45, and 46, comprising approximately 45.4 acres, for the purpose of developing said parcels for commercial/industrial and mining use (the “IMMC Parcels”). Specifically, IMMC intends to develop the IMMC Parcels in conjunction with adjoining

properties being acquired by IMMC (not included in this Joint Venture) as part of a gold mine and construction materials manufacturing facility, including use of a portion of the property for outside storage of equipment and material storage.

(b)

The development process anticipated by IMMC will include the annexation of the IMMC parcels into the City of Grass Valley, Nevada County, California. IMMC may proceed with the annexation process of the IMMC parcels without coordinating efforts for annexation with Milco, unless required by the City or LAFCo.

(c)

The construction of a road from a Milco Parcel, having frontage on Whispering Pines Lane, at a location determined by the joint venture as provided more fully in Section 2.05 below.

(d)

To allocate responsibilities for any toxic or environmental remediation required on the respective parcels as provided in Section 12.02 below.

(e)

To provide lot line adjustments from the southern boundary line of each of Milco Parcel numbers 30, 33 and 36, northward to effectively increase the size of each of IMMC Parcel numbers 19, 29 and 30, respectively, not to exceed ten percent (10%) of the total square feet of each of the effected Milco parcels. These lot line adjustments (and the square footage calculation) may not be cumulated and applied to less than IMMC Parcels 19, 29 and 30. The adjustments of the lot lines shall apply evenly across the northern boundary lines of IMMC Parcel numbers 19, 29 and 30. The lot line adjustment(s) shall be completed within six (6) months from the date of execution of this Agreement.

(f)

To develop the IMMC parcels in a cooperative manner with Milco as provided in Section 2.06 below.

(g)

To acquire and cooperatively develop, with Milco, the fifty four (54) acres south and west of the IMMC Parcels for residential use as set forth in Section 2.07 below.

Section 2.04

Construction of Statements Of Intent. The statements of intent set forth in in this Article express the obligations of each of the Venturers to the other under this Agreement.

Section 2.05

The Joint Road.

As a material part of the consideration resulting in the division and allocation of the parcels being allocated to IMMC herein, the Venturers agree that a road through the Milco and IMMC parcels and related facilities will be necessary for the development of both the Milco and IMMC parcels, but that the location and size of the road will largely be driven by IMMC’s greater requirements. The proposed location of this road is approximately shown on Exhibit “A” attached hereto (the “Road”). Therefore, the Venturers agree to the following with respect to the Road:

(a)

Milco agrees that the Joint Venture shall reserve for the benefit of IMMC all necessary rights and dedications for the construction of the Road and related facilities through the Milco Parcels as part of the transfer to Milco. Such Road shall be of sufficient size, alignment and design to meet all City of Grass Valley requirements for acceptance as a City street and connector.

(b)

IMMC agrees to pay all basic costs and expenses related to the design, engineering and construction of the Road, even though it will also provide access to the Milco Parcels. This includes widening Idaho Maryland Road to provide a left turn pocket and other traffic controls if required. Provided however, that Milco will pay for any special features and facilities beyond the basic road such as utilities, curb cuts, lighting, signage, bus shelters, storm drains etc, or portions thereof reasonably required for Milco’s development. Notwithstanding the forgoing, costs arising out of or related to storm drains needed where the road crosses natural drainage in the Milco Parcels shall be considered as a basic cost of the Road.

(c)

The Venturers agree that the desired location of the Road shall be as close as feasible to that shown on Exhibit A, understanding that the City has not considered the proposal. Venturers agree to use their best efforts to persuade the City to accept the agreed road alignment.

(d)

Commencement of the Road design will begin within ninety (90) of the execution of this Agreement. The selection and award of work to design professionals, engineers and contractors used for the construction of the Road shall be IMMC’s responsibility and Milco will be included in the selection process. IMMC will submit to Milco for its final review and approval the final recommendation for selected contractors and Milco will have up to 10 business days to review and approve. Approval of final selection of contractors will be made after 10 business days if no comment or written notice is received from Milco.

(e)

IMMC shall proceed diligently with design, public agency approval and construction of the Road. It is the goal of the Venturers to complete that portion of the Road running through the Milco parcels when needed for the earliest to develop, Milco or IMMC.

(f)

The Venturers recognize that the design, location and timing of construction of the road will depend upon factors beyond IMMC’ s reasonable control including (without limitation) annexation to the City, City determinations with respect to the Road, underlying soil conditions, and weather. The Venturers accept that risk inherent in development and agree to work together to respond to any such unforeseen changes in a manner to minimize in a balanced way the impacts of such decisions on their development plans through this JV framework.

(g)

If development of the Road for IMMC’s intended uses through the Milco parcels is subsequently determined to be practically or politically infeasible, then venturers’ obligations hereunder with respect to the Road shall terminate

(h)

Should either venturer fail to comply with its obligations hereunder after notice and reasonable opportunity to correct any deficiency, the other may apply to the Arbitrator for an appropriate order to comply. If IMMC is the defaulting party and it fails to comply with the Arbitrator’s order, the Arbitrator may cancel any instruments granting IMMC the right to construct the road through the Milco Parcels

Section 2.06

Cooperative Development. The parties agree to cooperate in the development of their respective parcels such that, to the maximum extent reasonably feasible, Milco’s uses shall not materially interfere with the IMMC’s development of their property and vice versa. Such obligation shall continue after transfer of the parcels and termination of this JV agreement. To implement this objective, the parties shall execute such covenants, setback agreements, joint facility agreements and other actions as reasonably needed.

Section 2.07

Adjacent 54 Acre South BET Property. The parties agree to work cooperatively for the next 18 months in an effort to jointly acquire and develop 54 acres south and west of the subject property presently owned by the BET group (Bouma, Erickson, and Toms). There is no assurance that such a purchase on acceptable terms is possible. However, if an acceptable deal can be reached, the parties agree to work together to develop it in a manner that preserves adequate buffer areas and other protections for IMMC’s adjoining mining operations, while proceeding with residential development of the balance of the property. The venturers shall agree on the specific terms for development at such time as acquisition of the property becomes more certain.

ARTICLE III.

ORGANIZATION

Section 3.01

The Venturers agree to form a joint venture (the "Joint Venture"). Except as otherwise provided in this Agreement, the Joint Venture shall be governed by the provisions of the California Corporations Code constituting the Uniform Partnership Act (the "Act") in effect on the date of this Agreement or as subsequently amended.

ARTICLE IV.

NAME

Section 4.01

The name of the Joint Venture shall be Milco-IMMC Joint Venture #1. The Venturers may, in their absolute and sole discretion, and in accordance with the terms of this Agreement, change the name of the Joint Venture at any time and from time to time.

ARTICLE V.

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set forth below.

Section 5.01

"Capital Contribution." "Capital Contribution" shall mean any money or other binding obligation to contribute money, which a Venturer contributes to the Joint Venture as capital in that Venturer's capacity to close the purchase transaction of the Joint Venture Real Property (defined below). Milco shall contribute thirty (30%) of the purchase price and the costs allocated to the buyer, and IMMC shall contribute seventy (70%) of the purchase price and the costs allocated to the buyer. The Capital Contributions shall be made by deposit to the escrow account for the purchase of the Joint Venture Real Property upon execution of this Agreement. In no event may the deposit be made to the escrow account later than Monday, April 11, 2004. The deposit of each Venturer shall be in the form of immediately accessible, U.S. funds.

Section 5.02

“Escrow” or “Escrow Account.”

“Escrow” or “Escrow Account” shall mean the escrow established for the purchase transaction of the Joint Venture Real Property at Inter-County Title Company of Nevada County, 00000 Xxxxxx Xxx, Xxxxx Xxxxxx, XX 00000, Escrow Number: 119891-MS; Escrow Officer: Xxxxxxxx Xxxxx.

Section 5.03

“Joint Venture Real Property”. The “Joint Venture Real Property” shall mean sixty seven (67) acres, more or less, located in Nevada County, California, legally described in Exhibit “B” attached hereto.

Section 5.04

“Purchase Agreement”. The “Purchase Agreement” shall mean the Vacant Land Purchase Agreement and Joint Escrow Instructions, between Milco as the Buyer and Xxx Xxxxxxxxx representing the “Sellers” dated February 23, 2004, attached hereto as Exhibit “C”.

ARTICLE VI.

PRINCIPAL PLACE OF BUSINESS

Section 6.01

The principal place of business of the Joint Venture shall be located at 00000 Xxxxxxx Xxx, Xxxxxx, XX 00000, or another place or places as the Venturers may determine after the date of the execution of this Agreement.

ARTICLE VII.

PURPOSE

Section 7.01

The Joint Venture is formed for the following purposes:

(a)

Accepting an assignment of the interests of Milco to purchase the Joint Venture Real Property pursuant to the terms and conditions of the Purchase Agreement; and

(b)

Closing the purchase of the Joint Venture Real Property pursuant to the terms of the Purchase Agreement within two (2) business days of approval of the sale by the Nevada County Superior Court, as required by the Purchase Agreement; and

(c)

Following the close of the purchase, as soon as is commercially reasonable and possible, to

transfer title of the following parcels identified within the Nevada County, California Recorders records, to the respective Venturers:

To Milco: Book 9 Page 68 parcels: 29, 30, 31, 32, 33, 34, 35 and 36

To IMMC: Book 9 Page 56 parcels: 14, 16, 18, 19, 25, 29, 30, 45 and 46

(d)

To cooperate in the development of the Joint Venture Property in accordance with the provisions of this Agreement.

(e)

The Joint Venture shall not engage in any other activities except as may be necessary for the purpose of accomplishing the foregoing purposes, and no Venturer shall be restrained in any way from engaging in any other business, whether that business relates to or is in conflict with the purpose of the Joint Venture.

ARTICLE VIII.

TERM

Section 8.01

Term Defined by Accomplishment of Goals. The Joint Venture shall commence as of the date of this Agreement and shall continue until each of the following conditions are satisfied:

(a)

The Joint Venture transfers title to all of the Joint Venture Real Property parcels to the respective Venturers as set forth herein; and

(b)

The acceptance of the Road by the City of Grass Valley, California.

ARTICLE IX.

CAPITAL CONTRIBUTIONS AND ALLOCATION OF EXPENSES

Section 9.01

Capital Contributions Required. Upon execution and delivery of this Agreement by the Venturers, the Venturers shall contribute to the Joint Venture, by providing a deposit to the Escrow for purposes of closing the purchase of the Joint Venture Real Property:

Milco:

$232,500.00 + thirty percent (30%) of the Buyer’s costs and expenses of closing

IMMC:

$542,500.00 + seventy percent (70%) of the Buyer’s costs and expenses of closing.

The Venturers each acknowledge that the Capital Contributions to the Joint Venture account as stated in this Section 9.01 must be made in immediate accessible U. S. funds and must be provided in a timely manner to facilitate the close of the purchase within two (2) business days of receiving Court approval to the sale transaction. The Venturers anticipate the Court approval of the sale will be made on April 9, 2004. The Venturers further acknowledge that the failure to provide their respective Capital Contributions would jeopardize the purchase of the Joint Venture Property.

Section 9.02

Allocation of Joint Venture Costs and Expenses. The Venturers expect additional expenses to be incurred by the Joint Venture. Except as otherwise provided herein, the Venturers agree to allocate the costs and expenses approved by and incurred by the Joint Venture:

Milco:

30%

IMMC: 70%

Section 9.03

Capital Call; Effect of Failure to Make Required Contributions. If the Venturers Management Committee determines that additional capital is needed to fund expenses of the Joint Venture, they shall require an additional capital contribution in the proportions set forth in Section 9.02

above, unless another allocation has been determined. The contribution shall be made within 14 days of the capital call, unless a shorter time is set by the Management Committee. If Any Venturer fails to make that Venturer's contribution within the time specified in this Agreement, the other venturer shall advance the necessary capital. In such event, the Lending Venturer shall be entitled to a loan fee equal to 15% of the amount advanced together with interest at the maximum legal rate until the advance is repaid. Further, no parcels may be transferred to a venturer from the Joint Venture until such time as all such loans have been fully repaid.

Section 9.04

No Interest on Capital Contributions. Except as provided in Section 9.03 above, No interest shall be paid by the Joint Venture on any Capital Contribution made by any Venturer to the Joint Venture.

Section 9.05

Use of Capital Contributions. The Capital Contribution of each Venturer shall be utilized for the conduct of the Joint Venture business pursuant to the terms of this Agreement.

Section 9.06

Return of Capital. No Venturer shall have the right to withdraw or reduce that Venturer's Capital Contribution or to receive any distributions from the Joint Venture, except as provided in this Agreement or as otherwise required by law. Each Venturer shall receive the parcels that have been identified as the Milco Parcels and the IMMC Parcels respectively.

ARTICLE X.

MANAGEMENT

Section 10.01

Management Committee. The business and affairs of the Joint Venture will be managed and controlled by a management committee. Each Venturer shall be entitled to designate one individual to serve as a member of the management committee. Vacancies that may occur on the management committee will be filled by the Venturer who designated the member creating the vacancy.

All actions of the management committee will be by unanimous vote of its members. If the members reach an impasse on an issue it shall be determined by the Arbitrator as provided in ARTICLE XXIV below.

The initial members of the management committee shall be the following individuals: Xxxx Xxxxxx and Xxxx Xxxxxxxx.

Section 10.02

Limitation on Management. Notwithstanding any other provision of this Agreement to the contrary, the Management Committee shall not have the authority, without the approval of both Venturers, to:

(a)

Sell, assign or refinance any of the Joint Venture's property.

(b)

Do any act which would materially alter or make it impossible to carry on the ordinary business of the Joint Venture.

(c)

Admit any person as a Venturer.

(d)

Execute or deliver any assignment for the benefit of the creditors of the Joint Venture.

(e)

Transfer any Management Committee member's interest as the Member of the Management Committee in the Joint Venture.

(f)

Expend or obligate the Joint Venture to make any expenditure.

(g)

Borrow, or obligate the Joint Venture to borrow.

(h)

Enter into any agreement obligating the Joint Venture.

(i)

Employ personnel.

(j)

Employ any advisors.

(k)

Borrow money from the Joint Venture, either directly or indirectly.

(l)

Commingle any funds of the Joint Venture with the Venturer's own funds or any other funds.

(m)

Confess a judgment against the Joint Venture.

(n)

Admit any person as a substitute Venturer of the Joint Venture.

(o)

Make an admission or representation concerning Joint Venture affairs not within the scope of the Venturer's authority under the terms of this Agreement.

ARTICLE XI.

REIMBURSEMENT AND EXPENSES

Section 11.01

The Joint Venture shall timely pay all expenses reasonably incurred in the operation of the Joint Venture business in accordance with the provisions of this Agreement.

ARTICLE XII.

LIABILITY OF VENTURERS

Section 12.01

No Venturer shall be liable, responsible or accountable in damages or otherwise to any other Venturer for any act or omission performed or omitted to be performed in good faith and pursuant to the authority granted to the Venturer by this Agreement, unless the act or failure to act is attributable to material breach of this agreement, fraud, gross negligence or willful misconduct on that Venturer's part.

Section 12.02

Toxic Remediation. Each of the Venturers shall be responsible for any toxic or hazardous material remediation required on their respective parcels as identified herein. In the event any toxic or hazardous material remediation is required in an area that includes both Milco Parcels and IMMC Parcels, the cost of such remediation shall be proportionally divided between the Venturers. Nothing herein is intended to prevent any venturer from seeking indemnity from other potentially responsible third parties.

ARTICLE XIII.

INDEMNITY OF VENTURERS

Section 13.01

The Joint Venture and each of the Venturers agree that no Venturer shall be liable to the Joint Venture or to any other Venturer for any loss arising out of or in connection with the performance by the Venturer of managerial, supervisory or other duties to the Joint Venture, or otherwise in connection with this Joint Venture, except by reason of the fraud, gross negligence or willful misconduct or material breach of this agreement by that Venturer. Subject to the foregoing, if the Venturers, or any of them, shall be made or threatened to be made a party to any action or proceeding because they are or were the Venturers of the Joint Venture, each Venturer agrees to indemnify and hold harmless the other Venturers from and against an amount exceeding that Venturer's pro rata share of any and all judgments, liabilities, fines and expenses, including attorney fees actually incurred by that Venturer as a result of the action or proceeding or any appeal, if that Venturer acted in good faith for a purpose for which that Venturer reasonably believed was in the best interest of the Joint Venture.

ARTICLE XIV.

FIDUCIARY DUTY OF MANAGER

Section 14.01

The Venturers shall have fiduciary responsibility for the safekeeping and use of all funds

and assets of the Joint Venture in their respective immediate possession and control, and no Venturer shall employ, nor grant permission to another to employ, the funds or assets of the Joint Venture in any manner, except for the exclusive benefit of the Joint Venture.

ARTICLE XV.

COMPENSATION OF MANAGER

Section 15.01

Except for the repayment of expenses incurred by the Managing Committee, and except as the Venturers may otherwise unanimously agree, no Venturer shall be entitled to compensation from the Joint Venture for services rendered to the Joint Venture in the Venturer's capacity as a Venturer or otherwise.

ARTICLE XVI.

DISSOLUTION, TERMINATION AND WINDING UP

Section 16.01

The Joint Venture shall be terminated on the happening of any of the following events:

(a)

The conclusion of the term of the Joint Venture as set forth in this Agreement;

(b)

The withdrawal, retirement, or expulsion of any Venturer;

(c)

The death, disability, or bankruptcy of any Venturer; or

(d)

The unanimous agreement of the Venturers.

Section 16.02

Winding Up and Liquidation. On the termination of the Joint Venture, if the Joint Venture is not continued pursuant to this Article, it shall be wound up and liquidated as quickly as circumstances will allow. The assets of the Joint Venture shall be applied to partnership liabilities in the following order:

(a)

Amounts owing to creditors other than the Venturers;

(b)

Amounts owing to Venturers, other than distributions owed for contributed capital and profits of the Joint Venture;

(c)

Amounts owing to Venturers in respect of their contributions to the capital of the Joint Venture; and

(d)

Amounts owing to Venturers in respect to profits of the Joint Venture.

Section 16.03

Effect of Termination. Upon termination of the Joint Venture, the Venturers shall have no other obligations to each other, except for:

(a)

Those matters set forth in a written agreement to terminate the Joint Venture, if any;

(b)

Any obligations of the Venturers to each other imposed by this Agreement; or

(c)

Any obligations of the Venturers to each other imposed by applicable law.

ARTICLE XVII.

FISCAL MATTERS

Section 17.01

Books of Account. The Management Committee shall maintain complete and accurate books of account of the Joint Venture, and shall enter, or cause to be entered, all the sales, purchases, receipts, payments, engagements, transactions, and property of the Joint Venture.

Section 17.02

Method of Accounting. The accounts of the Joint Venture shall be maintained on the cash

basis, unless otherwise required by generally applicable tax laws or by generally accepted accounting principles.

Section 17.03

Place Where Books and Records To Be Kept. The books of account of the Joint Venture, and all securities, papers, and writings of the Joint Venture shall be kept at the principal place of business at 00000 Xxxxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or another place where the business of the Joint Venture shall be carried on. Each member of the Joint Venture shall have free access at all times to the information in order to examine and copy the books of the Joint Venture.

Section 17.04

Bank Accounts. The Joint Venture shall maintain one or more bank accounts at financial institutions designated by the Management Committee; provided, that the financial institution shall be an institution whose deposit accounts are insured, to the full extent permitted by law, by the Federal Deposit Insurance Corporation, or by any successor agency or entity.

ARTICLE XVIII.

INCOME TAX RETURNS

Section 18.01

The Management Committee shall be required to file, in a timely and accurate manner, all necessary state, federal and local tax returns, schedules and information statements as may be required by applicable law. The Management Committee shall be entitled to rely on the books and records of the Joint Venture as regularly prepared by the Joint Venture and its accountants and auditors in the preparation and submission of the tax returns, schedules and information statements.

ARTICLE XIX.

FICTITIOUS BUSINESS NAME STATEMENT

Section 19.01

The Venturers shall further cause to be timely filed and published a duly executed Fictitious Business Name Statement pursuant to California Business and Professions Code sections 17900 et seq.

ARTICLE XX.

WAIVER OF ACTION FOR PARTITION

Section 20.01

Each of the Venturers irrevocably waives, during the Term of the Joint Venture, any right that Venturer may have to maintain any action for partition with respect to any property of the Joint Venture.

ARTICLE XXI.

TRANSFERS OF INTERESTS AND RIGHT OF FIRST REFUSAL

Section 21.01

Right of First Refusal. For a period of five years from execution of this agreement, Neither venturer shall give, assign, sell or otherwise transfer (collectively, "Transfer") any part or all of their respective Parcels, whether or not for consideration, without first providing the other venturer an opportunity to purchase the parcel as provided in this Article.

Section 21.02

Notice. The Selling Venturer (“Seller”) shall give notice to the Non-Selling Venturer (“Non-Seller”) as follows:

(a)

Stating the offered interest, the price, terms and conditions of the proposed Transfer;

(b)

Disclosing the identity of the proposed transferee; and

(c)

Enclosing copies of any proposed contract and other documents to be executed pursuant to the proposed Transfer ("Offer Notice").

Section 21.03

Response to Notice. Delivery of the Offer Notice to Non-Seller shall be deemed an offer by the Seller to sell the entire offered interest to Non-Seller. This offer may be accepted by Non-Seller only for a period of thirty (30) days following the giving of the Offer Notice ("Offer Period") and may not be withdrawn by Seller during the Offer Period. If Seller has not completed substantial entitlement work or development of the Seller Parcels, the Non-Seller shall have the right to purchase the offered interest for the amount paid by Seller to purchase the Seller Parcels stated in this Agreement together with interest at 7% per annum from date of original purchase. If Seller has completed the development of the Seller Parcels, Non-Seller shall have the right of first refusal to purchase the offered interest on the terms and conditions stated in the Offer Notice. All notices given under this Article shall be given as set forth in this Agreement.

Section 21.04

Acceptance. On or before the last day of the Offer Period, Non-Seller shall deliver to the Offering Venturer a notice ("Acceptance Notice") of Non-Seller’s acceptance of the offer contained in the Offer Notice, stating the portion of the offered interest that Non-Seller desires to acquire. Delivery of an Acceptance Notice to Seller shall create a contract between Seller and Non-Seller for the sale by Seller and the purchase by Non-Seller of the offered interest.

Section 21.05

Nonconsideration Transfers. In the case of a Nonconsideration Transfer, the purchase price for the offered interest shall be computed at Fair Market Value (as defined in this Article).

Section 21.06

Nonmonetary Consideration. If part or all of the consideration to be paid for the offered interest as stated in the Offer Notice is other than money, Non-Seller shall have the right to purchase the offered interest for money consideration in an amount equal to the aggregate of the money consideration, if any, specified in the Offer Notice, plus the Fair Market Value of the consideration other than money.

Section 21.07

Fair Market Value. For purposes of this Agreement, "Fair Market Value" shall be determined by mutual agreement of the buying and selling Venturers. If the parties cannot agree, Fair Market Value shall be determined by an independent appraiser mutually selected by the parties within sixty (60) days of written notice by one party to the other of the inability of the Venturers to agree on a Fair Market Value. If the parties are unable to agree on a single appraiser, the buying Venturer(s) and the selling Venturer shall each select an appraiser and the two appraisers so selected shall thereupon determine Fair Market Value. If one party fails to select an appraiser within fifteen (15) days of that notice, the sole appraiser selected shall determine the Fair Market Value. If the appraisers cannot agree on Fair Market Value within sixty (60) days after their selection, they shall, within ten (10) days, mutually select a third appraiser. The third appraiser shall determine Fair Market Value within thirty (30) days of selection, and that determination shall be conclusive and binding upon the parties. Each selected appraiser shall be experienced in valuing assets similar in nature to the assets of the Joint Venture. The parties shall share equally the fees and expenses of the appraiser jointly named, but each party shall be responsible for the fees and expenses of the appraiser named solely by that party. Each party shall bear that party's own expenses in presenting evidence to the appraisers.

Section 21.08

Exclusions from Right of First Refusal. Nothing in this Article is intended to affect transfers to parent or subsidiary corporations or other entities controlled by the Venturer. Nor is it intended to affect use of the parcels as security for financing purposes.

ARTICLE XXII.

ADMISSION OF VENTURERS

Section 22.01

Admission of Venturers. Additional Venturers may be admitted to the Joint Venture upon the unanimous vote of the Management Committee on terms as may be agreed on in writing between the Joint Venture and the new Venturers. The terms so agreed on shall constitute an amendment to this Joint Venture agreement, and shall conform to the requirements set forth in this Agreement.

ARTICLE XXIII.

INDIVIDUAL ACTIVITIES OF VENTURERS

Section 23.01

Any Venturer, whether during the term of the Joint Venture or otherwise, may pursue or become directly or indirectly interested in, any business or occupation, whether or not the business or activity is in conflict either with the business of the Joint Venture; provided, that no Venturer shall engage in any activity which conflicts with the duties and responsibilities of that Venturer to the Joint Venture or is inimical to the stated purposed of the joint venture.

ARTICLE XXIV.

ARBITRATION

Section 24.01

Any dispute arising under the terms of this Agreement that cannot be resolved by the Venturers shall be resolved by arbitration in Nevada County, California under the following terms and conditions:

Section 24.02

Appointment of Arbitrator. Xxxxx Xxxxxx, Civil Engineer shall be the arbitrator unless he is unable or unwilling to serve (the, “Arbitrator”). In such event, the Venturers shall select an alternate arbitrator within 10 days. If the parties are unable to agree on an alternate arbitrator, Xxxxxx shall select the arbitrator who shall be an experienced civil engineer of real estate attorney.

Section 24.03

Initiation of Arbitration. Either party may initiate arbitration by providing the other with five (5) days written notice of intent to initiate arbitration and providing sufficient detail regarding the manner in dispute. The arbitration hearing shall be set not sooner than ten days and not later than twenty (20) days following the notice of arbitration being provided, if possible.

Section 24.04

Conduct of the Arbitration. The arbitration shall be conducted generally in accordance with the provisions of the California Arbitration Act, Section 1280 et.seq. of the California Code of Civil Procedure. Provided however, that the Arbitrator may vary the timing and procedural formality of the hearing as appropriate for the magnitude of the decision and timing needed for the decision. The Arbitrator may retain an independent attorney or other professionals as needed to assist the Arbitrator in reaching his decision.

Section 24.05

Arbitration Costs. Up to the time of award, the cost of the Arbitrator and the arbitration shall be split by the parties. In the event a party fails to pay their share in a timely fashion, the Arbitrator shall treat the omission as a default and enter judgment in favor of the other party. The Arbitrator(s) may award the prevailing party reimbursement for any fees and expenses incurred, including arbitration costs paid, or allocate the attorneys fees and expenses between the parties in such proportions as the arbitrator decides is just and reasonable.

Section 24.06

Arbitration Decision. The Arbitrator shall make his or her decision in writing. In making his or her decision, the arbitrator shall follow California Law and shall have authority to impose any appropriate remedy permitted under California Law. Either party may seek clarification or reconsideration of the award within 10 days of issuance.

Section 24.07

The award of the Arbitrator shall be final and binding upon the parties without appeal or review. Any party may apply to any court of general jurisdiction for entry and enforcement of judgment based on the award.

NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.

BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.

Initial:

“W.J.W.”

“X.X.”

________

ARTICLE XXV.

BROKER SALES COMMISSIONS/DISCLOSURE

Section 25.01

Milco has disclosed that it is a licensed real estate broker in the State of California and will be receiving the Buyer’s Broker’s commission per the Escrow Instructions for the purchase transaction of the Joint Venture Real Property.

ARTICLE XXVI.

MISCELLANEOUS

Section 26.01

Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been given when: (a) delivered by hand (with written confirmation of receipt); (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested; or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth as follows:

Milco:

Milco Development, Inc.

00000 Xxxxxxx Xxx, Xxxxx 000

Xxxxxx, XX 00000

Fax: (000) 000-0000

Copy to:

Xxxxx X. Xxxxxx

Xxxxxx Law Group

000 Xxxxxxxx Xxx

Xxxxxx, XX 00000

Fax: (000) 000-0000

IMMC:

Idaho Maryland Mining Corporation

XX Xxx 0000

000 Xxxxxx Xxxxx Xxxxxx, Xxxxx 000

Xxxxx Xxxxxx, XX 00000

Tel: (000) 000-0000

Fax: (000) 000-0000

Copy to:

P. Xxxxx Xxxxxx

Attorney At Law

000 Xxxxx Xxxxxx Xxxxxx

Xxxxx Xxxxxx, XX 00000

Fax: (000) 000-0000

Any Venturer may change that Venturer’s address for the purpose of receiving notices, demands and other communications as provided in this Agreement by a written notice given in the above manner to the other Venturer or Venturers to this Agreement.

Section 26.02

Equitable Relief. It is agreed that the rights granted to the Venturers under this Agreement are of a special and unique kind and character and that, if there is a breach by any Venturer of any material provision of this Agreement, the other Venturer or Venturers would not have an adequate remedy at law. It is expressly agreed, therefore, that the rights of the Venturers under this Agreement may be enforced by equitable relief as is provided under the laws of the State of California.

Section 26.03

Independent Counsel. All of the Venturers warrant and represent that they have been advised that they should be represented by counsel of their own choosing in the preparation and analysis of this Agreement; have had the opportunity to be represented by independent counsel; and that they have read this Agreement with care and believe that they are fully aware of and understand its contents and its legal effect.

Section 26.04

Attorney Fees. Should any Venturer engage an attorney or institute any action or proceeding at law or in equity, or in connection with an arbitration, to enforce any provision of this Agreement, including an action for declaratory relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision of this Agreement, the prevailing Venturer shall be entitled to recover from the losing Venturer or Venturers reasonable attorney fees and costs for services rendered to the prevailing Venturer in that action or proceeding.

Section 26.05

Applicable Law. This Agreement shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within California.

Section 26.06

Currency. All references to this Agreement to dollars shall refer to United States currency.

Section 26.07

Severability. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained in this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

Section 26.08

Further Assurances. Each of the parties to this Agreement shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations under this Agreement to carry out the intent of the parties to this Agreement.

Section 26.09

Modifications or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the Venturers.

Section 26.10

Successors and Assigns. All of the terms and provisions contained in this Agreement shall inure to the benefit of and shall be binding upon the parties to this Agreement and their respective heirs, legal representatives, successors and assigns.

Section 26.11

Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.

Section 26.12

Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or

representations with respect to its subject matter in this agreement terminated and canceled in their entirety and are of no further force or effect.

Section 26.13

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 26.14

Captions. The captions appearing at the commencement of the articles, paragraphs and sections of this Agreement are descriptive only and for convenience in reference. Should there be any conflict between any caption and the paragraph at the head of which it appears, the paragraph and not the caption shall control and govern in the construction of this Agreement.

Section 26.15

Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

Section 26.16

Full Authority. Each of the parties and signatories to this Agreement has the full right, power, legal capacity and authority to enter into and perform the party's respective obligations under this Agreement, and no approvals or consents of any other person are necessary in connection with that authority.

Section 26.17

Non-Waiver. No waiver by any Venturer to any breach of this Agreement or any provision of this Agreement shall be deemed to constitute a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.

Section 26.18

Time of Essence. Time is of the essence of each and every provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and at the place first above written.

Idaho Maryland Mining Corporation

By: /s/ Xxxxxxx X. Xxxxx

Xxxxxxx X. Xxxxx, President and CEO

Milco Development, Inc.

By: /s/ Xxxx Xxxxxx

Xxxx Xxxxxx, President