Exhibit 10.4
AGREEMENT
THIS AGREEMENT (the "Agreement") is
made and entered into as of March 15th, 2008 (the "Effective
Date"), jointly and severally by and among UNITED MINE SERVICES,
INC., an idaho Corporation of 202 S. Division Street, Pinehurst
Idaho 83850, and (hereinafter "UMS"), and Steve Ivie and
Jeff Lambert, co-owners of Coeur d'Alene Contract Mining
LLC, P.O. Box 1058 Pinehurst, Idaho, 83850 (hereinafter "CCM").
RECITALS
WHEREAS, CCM has an existing contract
with U.S. Silver to provide contract labor at the Galena Mine;
and
WHEREAS, UMS desires to assume from
CCM, and the Sellers desire to grant the assumption, the contract
with U.S. Silver, upon the terms and subject to the contingencies
and conditions set forth herein.
NOW, THEREFORE, in consideration of the
respective representations, warranties, agreements, and conditions
hereinafter set forth, and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1.1
Effective March 15th, 2008 (the
"Closing Date") and upon the terms and subject to the conditions of
this Agreement, UMS shall assume the contract CCM has with U.S.
Silver.
1.2
UMS agrees to pay CCM 75 percent of the profits from the contract
for a period of one year (March 15, 2000 through March 15,
2009).
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UMS agrees to make a payment to CCM of
$200,000 on or before the
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Closing Date. The payment will be deducted
from the profit percentage.
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Representations and Warranties of UMS . UMS hereby
represents and
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warrants to CCM as follows:
2.1
Organization, Standing and Corporate Power . UMS,
jointly and severally, is an ldaho Corporation duly organized,
validly existing and in good standing in the State of Idaho, and
has sufficient assets and sources of funds from which to operate
the Galena Mine contract.
2.2
Compliance
with Applicable Laws.
UMS, jointly and severally, is
in compliance with all laws, regulations, rules and governmental
orders applicable to it.
2.3
Litigation . UMS,
jointly and severally, is not subject to any judgment, injunction,
order or arbitration decision, and there is no litigation or
administrative proceeding pending against UMS.
2.4
Employment
. Upon Closing, UMS
agrees to hire CCM's employees to execute the Galena Mine contract.
UMS agrees to hire the owners of CCM, Jeff Lambert and Steve Ivie,
at an annual salary of $100,000. UMS agrees to issue Lambert and
Ivie 337,500 founders shares apiece of UMS common stock.
3.
Representations and Warranties of CCM .
CCM, jointly and severally,
hereby represents and warrants to UMS as follows:
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Organization, Standing and
Corporate Power . CCM is a
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limited liability company duly organized,
validly existing and in good standing in the State of Idaho.
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Capital Structure
. CCM has two members, Jeff Lambert
and
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Steve Ivie, and they are equal members in
CCM.
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Capacity: Authority
. CCM has full legal capacity to
execute
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this Agreement and consummate the transaction
contemplated hereby and thereby.
3.4
Compliance
with Applicable Laws
. CCM is in compliance with all
laws, regulations, rules and governmental orders applicable to
it.
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Litigation
. CCM is not subject to any
judgment, injunction,
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order or arbitration decision, and there is no
litigation or administrative proceeding pending or threatened
against CCM.
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Actions to Occur At Closing
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4.1
CCM's
Deliveries . On the Closing Date, CCM shall execute for
delivery, as provided below, the following:
a.
Contract Records . Any and
all Galena Mine contract records or documents.
b. Documentation
. Any and all further documentation
necessary to complete this contract assumption.
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UMS's Deliveries
. On the Closing Date, UMS
will execute for
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delivery or perform the following:
a.
Documentation.
Any and all documentation necessary
to complete this
contract assumption.
b.
Release .
The
release of CCM from any and all personal guaranties to suppliers or
vendors, effective upon Closing.
5.1
lndemnification by CCM . CCM hereby agrees to
indemnify, hold harmless, protect, and defend UMS from and against
any and all claims, causes of action, liabilities, losses, costs,
taxes, damages, whether foreseeable or unforeseeable, arising out
of this agreement and prior to the date of this Agreement. CCM
shall indemnify UMS in respect of, and hold UMS harmless against
damages incurred or suffered by UMS or any affiliate thereof
