EXHIBIT 10.(vi) ASSIGNMENT OF WORKING INTEREST ASSIGNMENT OF WORKING INTEREST
This Assigrunent of Working Interest (the "Assignment") is entered into this
21ST day of May 1999 by and between Mineracao Juina Mirim Ltda, a Brazilian
company ("Assignee"), and Kevin Smokowski, an individual ("Assignee ...
EXHIBIT 10.(vi) ASSIGNMENT OF WORKING INTERESTASSIGNMENT OF WORKING INTEREST
This Assigrunent of Working Interest (the "Assignment") is
entered into this 21ST day of May 1999 by and between Mineracao Juina Mirim
Ltda, a Brazilian company ("Assignee"), and Kevin Smokowski, an individual
("Assignee 1"), Richard A. Goldman, an Individual ("Assignee 2"), Blue
Marketing ("Assignee 3") and Noel M. Frenzel, an individual ("Assignee 4")
respect to the following:
A. Assignor owns a 30% Working Interest in that certain
concession with the mineral and mining rights to a 1,000 hectare parcel
to contain diamond reserves, located in the District of Juina, State of Mato
Grosso, Brazil, known as Brazilian Department of Mineral Production File
866.787-85 (the "Property").
B. Assignor has agreed to assign a portion of its
Interest in the Property to the Assignees pursuant to the terms and
of this Agreement. The Assignor will benefit from the Assignees' services for
Juina Mining Corporation by virtue of the Assignor's stock ownership of Juina
NOW, THEREFORE, in consideration of the mutual agreements
and in light of the recitals stated above, the parties hereto agree as
I . Assignment of Working Interest
Assignor hereby assigns to the Assignees the percentage
Interest in the Property set forth in the following table.
Assignee - I Kevin Smokowski, an individual 1/6 of 1%
(For the first year following the
effective date of this agreement, Mr.
Smokowski's interest is increased to
1/3 of 1%)
Assignee - 2 Richard A. Goldman, an individual 5/6 of 1%
Assignee - 3 Blue Diamond Marketing 2%
Assignee - 4 Noel M. Frenzel, an individual 3%
The percentages or fractional percentages assigned hereunder are percentages
the entire Working Interest. After this assignment, Assignor will hold a
Working Interest; thereafter Assignor will hold a 24% Working Interest. For
purposes of this Agreement, Working Interest is defined as a share of the
profits derived from the revenue generated by the mining and selling of
from the Property. Gross profits are the before US tax revenues remaining
the sale of diamonds after deducting operating costs of goods sold, including
all recovery, operating expenses, and taxes in Brazil. Gross profits exclude
exploration and development costs and all expenses occurring outside of
which expenses will be borne by Buyer.
2. Consideration for Working Interest
In consideration for the Working Interest assigned to the
Assignee by Assignor pursuant to Section 1 of this Assignment, each Assignee
performed unrecompensed services for Juina Mining Corporation.
The working Interest is hereby assigned effective on March
1999 and will remain in effect for the productive life of the Property.
4. Further Acts
All parties agree to execute any other documents, agreements,
instruments or certificates and take any other action necessary in order to
implement the terms and intent of this Assignment.
5 Representations and Warranties of Assignee
Each Assignee hereby represents and warrants to Assignor as follows:
5.1 Acquisition Without View to Distribution.
The Assignee hereby represents and warrants (i) that it is
acquiring the Working Interest for its own account for investment and not
view to resale or public distribution of the Working Interest, and (ii) that
other person has any beneficial interest in or right to acquire the Interest
any portion of the working Interest.
5.2 Sophistication and Knowledge
The Assignee personally possesses the requisite knowledge and
experience or, together with his professional advisors, has such knowledge
experience that he is capable of evaluating the merits and risks of his
acquisition of the Working Interest.
5.3 Access to and Review of Information
The Assignee acknowledges that he has received and reviewed
Assignor's business information including all of the infon-nation regarding the
Property and Juina Mining Corporation and such other information as may be
necessary or desirable to evaluate the merits and risks of this investment.
5.4 Acknowledgment of Investment Risks
The Assignee has had an opportunity to ask questions and obtain
additional information regarding the Property and Juina Mining Corporation. The
assignee understands the risks involved in his investment and the fact that
there is no assurance that he will earn a profit or receive any return on his
5.5 Acknowledgment of Assignor's Reliance
The Assignee acknowledges that Assignor has made no
representations or warranties concerning Juina Mining Corporation, the
or the Working Interest, except as contained in this Assignment. Assignor is
relying on the truth and accuracy of the Assignee's covenants,
and warranties in connection with this assignment of the Working Interest.
6. Representations and Warranties of Assignor
Assignor hereby represents and warrants to the Assignee that
Assignor is delivering to the Assignee good title to the Working Interest, and
the Working Interest will be validly assigned and fully paid pursuant to this
Assignment, free of any claims or encumbrances other than the terms of the
working interest in the Property owned by the Assignor.
7. Restrictions on Transfer
7.1 Restrictions on Transfer
The Working Interest will be transferable only in compliance
with the provisions of the Securities Act of 1933, as amended (the"Act"), and
the rules and regulations promulgated thereunder, the provisions of any
applicable state law and the provisions of this Section 7.
7.2 Restrictive Legends
Assignor shall cause the following legend, or a legend
substantially equivalent thereto, to be placed upon any agreement or
evidencing the Working Interest or any portion thereof, unless counsel for
the Assignor is of the opinion that the legend is unnecessary:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933 ("THE
SECURITIES ACT") AND THE BLUE SKY LAWS OF ANY JURISDICTION. SUCH SECURITIES
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF,BENEFICIALLY
OR ON THE RECORDS OF THE CORPORATION, UNLESS THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
APPLICABLE BLUE SKY LAWS OR THERE HAS BEEN DELIVERED TO THE CORPORATION AN
OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE
CORPORATION TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
Notice will be deemed to be given by one party to the other
parties of this Assignment upon personal delivery by messenger, air courier,
express mail or certified registered mail, return receipt requested, or upon
facsimile or telegram, or three days after mailing by first class mail by the
party giving the notice, addressed to the parties as follows, or to any other
address or facsimile numbers provided tot he parties in writing in accordance
with this Assignment by the party making the change:
If to Assignor:
The address of Assignor as listed below Assignor's authorized signature.
If to the Assignee:
The address of Assignee as listed below Assignee's authorized signature.
9. Injunctive Relief
9.1 Damages Inadequate
Each party acknowledges that it would be impossible to
in money the damages to the other party if there is a failure to comply with
covenants or provisions of this Assignment, and agrees that in the event of
breach of any covenant or provision, the other party to this Assignment will
not have an adequate remedy of law.
9.2 Injunctive Relief
It is therefore agreed that the other party to this Assignment
who is entitled to the benefit of the covenants and provisions of this
Assignment which have been breached, in addition to any other rights or remedies
which they may have, shall be entitled to immediate injunctive relief to enforce
such covenants and provisions, and that in the event that nay such action or
proceeding is brought in equity to enforce them, the defaulting or breaching
party will not urge as a defense that there is an adequate remedy of law.
If any party shall at any time waive any rights hereunder
resulting from any breach by the other party of any of the provisions of this
Assignment, such waiver is not to be construed as a continuing waiver of other
breaches of the same or other provisions of this Assignment. Resort to any
remedies referred to herein shall not be construed as a waiver of any other
rights and remedies to which such party is entitled under this Assignment or
11. Successors and Assigns
Each covenant and representation of this assignment shall inure
to the benefit of and be binding upon each of the parties, their personal
representatives, assigns and other successors in interest.
12. Attorney's Fees
In the event that either party must resort to legal action in
order to enforce the provisions of this Assignment or to defend such action, the
prevailing party shaft be entitled to receive reimbursement from the
non-prevailing party for all reasonable attorney's fees and all other costs
incurred in commencing or defending such action, or in enforcing this
Assignment, including but not limited to post judgment costs.
13. Entire and Sole Assignment
This Assignment constitutes the entire agreement between the
parties and supersedes all agreements, representations, warranties, statements,
promises and undertakings, whether oral or written, with respect to the
subject matter of this Assignment. This Assignment may be modified only by
written agreement signed by all parties.
14. Governing law
This Assignment shall be governed by and construed in accordance
with the laws of the State of Nevada.
The provisions of this Assignment are meant to be enforced
severally so that the determination that one or more provisions are
or invalid shall not affect or render invalid any other provision of this
Assignment, and such other provisions shall continue to be in full force in
accordance with their terms.
16. Rights Cumulative
All rights and remedies under this Assignment are cumulative,
and none is intended to be exclusive of another. No delay or omission in
insisting upon the strict observance of performance of any provision of this
Assignment, or in exercising any right or remedy, shall be construed as a
or relinquishment of such provision, nor shall it impair such right or
Every right and remedy may be exercised from time to time and as often as
The paragraph and other headings contained in this Assignment
are for reference purposes only, and shall not limit or otherwise affect the
18. Legal Holidays
In the case where the date on which any action required to be
taken, document required to be delivered or payment required to be made is not
a business day in Los Angeles, California, such action, delivery or payment need
not be made on that date, but may be made on the next succeeding business day.
This Assignment may be executed simultaneous in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one of the same instrument.
This Assignment shall inure solely to the benefit of and
be binding upon the parties hereto and their respective successors, legal
representatives and assigns, and no other person shall have or be construed
to have any equitable right, remedy or claim under or in respect of or by
this Assignment or any provision contained herein.
All signatories to this Assignment do hereby declare that
they have the authority to execute this Assignment on behalf of the parties to
MINERACAO JUINA MIRIM, Ltda
Nelson Ferreira De Matos, Director
Av. Nove de Maio 1 PCA Da Biblio
Juina, MT, Brazil 78320-000
Assignee - 1
Kevin Smokowski, an Individual
303 S. Broadway, Suite B-212
Denver, Colorado 80209
Facsimile Number (303) 832-7528
Telephone Number (303) 832-4316
Assignee - 2
Richard A. Goldman, an Individual
Richard A. Goldman
1203 Macon Avenue
Pittsburgh, Pennsylvania 15218
Facsimile Number (412) 362-5229
Telephone Number (412) 241-2154
Assignee - 3
Blue Diamond Marketing
Steven Stucker, President
2533 N. Carson Street, Suite 1700
Carson City, Nevada 89706
Telephone Number (775) 883-8484
Facsimile Number (775) 883-4874
Assignee - 4
Noel M. Frenzel, an Individual
Noel M. Frenzel
5150 Mae Anne Avenue, Suite 213-85
Reno, Nevada 89523
Facsimile Number (775) 787-7505
Telephone Number (775) 787-7505