EXHIBIT 10.6 FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
FIRST AMENDMENT
OF
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT OF ASSET PURCHASE AGREEMENT is entered into this 21ST
day of May 1999 by and between Juina Mining Company, Inc., a Nevada
corporation ("Buyer") and Mineracao Juina Mirim Ltda, a Brazilian company
("Seller") with respect to the following:
RECITALS
A. By the Asset Purchase Agreement dated November 7,
1997,
the Seller sold and the Buyer bought a 70% working interest in that certain
mining concession with the mineral and mining rights to a 1,000 hectare
parcel
believed to contain diamond reserves, located in the District of Juina, State
of
Mato Xxxxxx, Brazil, known as Brazilian Department of Mineral Production File
Number 866.787-85 (the "Property").
B. The parties desire to amend that Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual agreements
herein
and in light of the recitals stated above, the parties hereto agree as
follows:
1. Amendment of Article 1. Purchase and Sale of Assets.
Article 1. Is amended to read:
1 . Purchase and Sale of Assets. On the terms and subject to
the
conditions set forth in this Agreement, Seller agrees to sell, convey,
assign,
transfer and deliver to Buyer and Buyer agrees to purchase from Seller, at
the
closing on November7, 1997, or on such earlier or later date as may be
mutually
agreed upon by the Buyer and the Seller ("Closing Date") a 70% Working
Interest
in the Property ("Acquired Assets"). For the purposes of this Agreement,
Working
Interest is defined as a share of the gross profits derived from the revenue
generated by the mining and selling of diamonds from the Property. Gross
profits
are the before tax revenues remaining from the sale of diamonds after
deducting
operating costs of goods sold, including all recovery and operating expenses.
Gross profits exclude all exploration and development costs and all expenses
occurring outside of Brazil, which expenses will be borne by Buyer.
Buyer:
JUINA MINING CORPORATION, A NEVADA CORPORATION
For its wholly owned subsidiary
JUINA MINING COMPANY, INC., A NEVADA
CORPORATION
By:
Date:
Xxxxx XxXxxxxx, its Director
000 Xxxxx Xxxxxx Xxxxxx
Xxxx, Xxxxxx 00000
Facsimile Number (000) 000-0000
Telephone Number (000) 000-0000
Seller:
MINERACAO JUINA MIRIM, Ltda
By:
Date:
Xxxxxx Xxxxxxxx Xx Xxxxx, Director
Av. Nove xx Xxxx I PCA Da Biblio
Juina, MT, Brazil 78320-000
Facsimile Number 000-00-00-000-0000
Telephone Number 000-00-00-000-0000
