Exhibit
10.42
ASSIGNMENT AND ASSUMPTION OF PLANET
LEASE AGREEMENT
For valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Azco Mining Inc.,
a Delaware corporation (“Assignor”), hereby assigns and
delegates to Metallica Ventures LLC, a Wyoming limited liability
company (“Assignee”), and Assignee hereby agrees to
assume and accept the assignment and delegation of, all of
Assignor’s right, title and interest in and to that certain
Lease with Option to Purchase effective as of September 5, 2000,
between New Planet Copper Mining Company, a Delaware corporation
(“New Planet”) and Assignor (the “Planet Lease
Agreement”), including without limitation the remaining lease
payments, option to purchase and royalty payments under that
agreement. A copy of the Planet Lease Agreement is attached
hereto as Exhibit A and by this reference is made part
hereof.
In connection with the assignment
hereunder, Assignor represents, warrants and covenants (with the
understanding that Assignee is relying on these warranties,
representations and covenants) that:
(a)
There are no claims, actions, suits or
proceedings of any kind pending or threatened by New Planet or any
other individual or entity with regard to the Planet Lease
Agreement, and further Assignor is not aware of any circumstances
whatsoever which may form the basis for any such claim.
(b)
Assignor is the owner of all rights and
interest of Assignor under the Planet Lease Agreement, and no right
or interest of any kind under the Planet Lease Agreement has been
previously conveyed, assigned or transferred in any
manner.
(c)
Assignor is not prohibited from
consummating this assignment by any law, regulation, agreement,
instrument, restriction, order or judgment.
(d)
Assignor is not in default under any
provisions of the Planet Lease Agreement, and further Assignor is
not awar
