LOAN AGREEMENT
This Loan Agreement is entered into this 28th day of August,
1995, by and between Fischer-Watt Gold Company, Inc., a Nevada
corporation (the "Lender"), and Great Basin Management Co., Inc.,
a Nevada corporation (the "Borrower").
WHEREAS the Borrower and the Lender have expressed to each
other their tentative agreement to merge the Borrower with and
into a subsidiary of the Lender (the "Proposed Merger"), and;
WHEREAS the Lender has determined that the Borrower has an
immediate need for funds to retain property positions held by its
subsidiary, Great Basin Exploration and Mining Co., Inc.
("GBEM"), during the period required to perform due diligence,
prepare definitive documentation and obtain the necessary
approvals in connection with the Proposed Merger, and;
WHEREAS the Borrower has determined that it is most feasible
and in the best interests of its shareholders to borrow funds
from the Lender on the terms of this loan agreement pending
completion of the Proposed Merger;
WHEREAS the Borrower wishes to borrow from the Lender and
the Lender has agreed to lend to the Borrower up to the sum of
One Hundred Eight Thousand Four Hundred Forty Seven Dollars
($108,447) for the purposes and in accordance with the timetable
set forth in Exhibit A (the "Purposes");
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants, terms and conditions set forth herein, and
other good and valuable consideration, the receipt and
sufficiency of which is hereby expressly acknowledged, the
parties hereto agree as follows:
1. The Loan
1.1 The Lender shall, on the terms and conditions of this
agreement, lend to the Borrower up to the amount of One Hundred
Eight Thousand Four Hundred Forty Seven Dollars ($108,447) (the
"Loan") in installments as set forth in Exhibit A.
1.2 The Loan is made available by the Lender to the Borrower to
enable the Borrower to carry out the Purposes and the Borrower
shall use all proceeds advanced under the Loan for the Purposes
and for no other purpose.
2. Repayment of the Loan
The Borrower shall repay the Loan together with interest as
provided in this agreement to the Lender as follows:
2.1 There is no requirement to repay the Loan or any interest
thereon unless the Proposed Merger has not occurred by November
1, 1995, in which event the entire amount of the Loan and accrued
interest shall be due and payable on December 1, 1995 (the "Due
Date").
2.2 The Borrower shall pay interest on the aggregate amount of
outstanding principal advanced from time to time under the Loan
at the rate of 11.75% per annum.
2.3 The Borrower shall have the privilege without premium or
penalty, of prepaying all or any part of the moneys advanced
pursuant to the Loan. Any prepayment of a part only of the
advances then outstanding and unpaid shall be applied first to
outstanding interest and second to outstanding principal.
3. Conditions Precedent
The Borrower acknowledges that the Lender shall not be
called on to make any advance under the Loan until the following
conditions precedent have been fulfilled:
3.1 No Event of Default (hereinafter defined) shall have
occurred and be continuing.
3.2 The Borrower shall have furnished to the Lender copies of
resolutions of the Board of Directors of the Borrower in a form
satisfactory to the Lender authorizing the borrowing contemplated
by this agreement, the execution and delivery of this agreement
and the security interest granted in Section 4 of this agreement,
all certified by the Secretary of the Borrower or another
authorized officer of the Borrower.
4. Security
4.1 As continuing collateral security for the payment of all
advances made under the Loan and interest and all other moneys
payable pursuant to this agreement, the Borrower shall execute
and deliver to the Lender the promissory note attached hereto as
Exhibit B (the "Note") and hereby delivers, sets over, transfers,
pledges, grants a security interest in and assigns to the Lender
all of its right, title and interest in and to all of the issued
and outstanding shares of stock of any class of GBEM (the
"Stock") owned by the Borrower on the date hereof (certificates
therefor, accompanied by stock powers duly executed in blank by
the Borrower, having been delivered to the Lender), and any
proceeds thereof, to be held by the Lender upon the terms and
conditions set forth in this agreement. If the Borrower shall
acquire (by purchase, stock dividend or otherwise) any other or
additional Stock at any time or from time to time after the date
hereof, the Borrower will forthwith pledge and deposit the same
with the Lender hereunder and deliver to the Lender certificates
therefor, accompanied by stock powers duly executed in blank by
the Borrower. All Stock at any time pledged or required to be
pledged hereunder is hereinafter called the "Pledged Stock", and
the Pledged Stock, together with all other securities and moneys
received and at the time held by the Lender hereunder, is
hereinafter called the "Collateral".
4.2 Unless an Event of Default shall have occurred and be
continuing, the Borrower shall be entitled to vote its shares of
the Pledged Stock and to give consents, waivers, and
ratifications in respect thereof, provided that no vote shall be
cast or consent, waiver or ratification given or action taken
which would violate or not comply with any of the terms and
provisions of this agreement. All such rights of the Borrower to
vote and to give consents, waivers and ratifications shall cease
in case an Event of Default shall occur and be continuing. If
there shall have occurred an Event of Default, the Borrower
hereby grants to the Lender an irrevocable proxy coupled with an
interest for the Pledged Stock pursuant to which proxy the Lender
shall be entitled to vote or consent in its discretion and in
such event the Borrower agrees to deliver to the Lender such
further evidence of such proxy as the Lender may request.
4.3 All cash dividends payable in respect of the Pledged Stock
shall be paid to the Lender and retained by it as part of the
Collateral. The Lender shall also be entitled to receive
directly, and to retain as part of the Collateral:
(a) other or additional stock or securities or property
paid or distributed by way of dividend in respect of the Pledged
Stock;
(b) all other or additional stock or any other securities
or property (including cash) paid or distributed in respect of
the Pledged Stock by way of stock-split, spin-off, split-up,
reclassification, combination of shares or similar corporate
rearrangement; and
(c) all other or additional stock or other securities or
property (including cash) which may be paid or distributed in
respect of the Collateral by reason of any consolidation, merger,
exchange of stock, conveyance of assets, liquidation or similar
corporate reorganization.
The Borrower will not permit or approve of the issuance of
any additional shares of stock of any class of GBEM, or the
declaration, order or setting apart of any sum or any property or
assets by GBEM for any dividend on account of any shares of stock
of any class of GBEM, now or hereafter outstanding.
4.4 In case an Event of Default shall have occurred and be
continuing, the Lender shall be entitled to exercise all of the
rights, powers and remedies (whether vested in it by this
agreement or by law or otherwise including, without limitation,
those of a secured party under the Uniform Commercial Code) for
the protection and enforcement of its rights in respect of the
Collateral, and the Lender shall be entitled, without limitation:
(a) to receive all amounts payable in respect of the
Collateral otherwise payable under Section 4.3 to the Borrower;
(b) to transfer and register all or any part of the Pledged
Stock into the Lender's name or the name of its nominee or
nominees;
(c) to vote all or any part the Pledged Stock (whether or
not transferred or registered into the name of the Lender) and
give all consents, waivers and ratifications in respect thereof
and otherwise act with respect to the Collateral as through it
were the outright owner thereof pursuant to the proxy granted
heretofore in Section 4.2 hereof; and
(d) to sell, upon no less than ten (10) days' prior notice
to the Borrower of the time and place of any public sale, or up
to ten (10) days prior notice to the Borrower of the date after
which a private sale may be consummated (which notice the
Borrower agrees is reasonable) and without liability for any
diminution in price which may have occurred, all of the Pledged
Stock in such manner, whether at any broker's board, public or
private sale, and whether in one lot as an entirety, or in
separate portions, and for such price and other terms and
conditions as the Lender may determine in its absolute
discretion.
At any sale, the Lender shall be free to purchase all or any
part of the Pledged Stock unless prohibited by applicable law.
Upon any sale or other disposition, the Lender shall have
the right to deliver, assign and transfer to the purchaser
thereof the Pledged Stock so sold or disposed of. Each purchaser
at any such sale or other disposition (including the Lender)
shall hold the Pledged Stock free from any claim or right of
whatever kind, including any equity or right of redemption of the
Borrower. The Borrower specifically waives all rights of
redemption, stay or appraisal which it had or may have under any
rule of law or statute now existing or hereafter adopted.
The Lender shall not be obligated to make any sale or other
disposition, unless the terms thereof shall be satisfactory to
it. The Lender may, without notice or publication, adjourn any
private or public sale, and upon ten (10) days' prior notice to
the Borrower, may hold such sale at any time or place to which
the same may be so adjourned. In case of any sale of all the
Pledged Stock, on credit for future delivery, the pledged stock
so sold may be retained by the Lender until the selling price is
paid by the purchaser thereof, but the Lender shall incur no
liability in case of the failure of such purchaser to take up and
pay for the Pledged Stock so sold and, in case of any such
failure, such Pledged Stock may again be sold as hereinabove
provided.
The Borrower recognizes that the Lender may be unable to
effect a public sale of all or a part of the Pledged Stock by
reason of certain prohibitions contained in the Securities Act of
1933, as amended, and applicable state securities law, but may be
compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other
things, to acquire the Pledged Stock for their own account, for
investment and not with a view to the distribution or resale
thereof. The Borrower agrees that private sales so made may be
at prices and on other terms less favorable to the seller than if
the Pledged Stock were sold at public sale, and that the Lender
has no obligation to delay the sale of any Pledged Stock for the
period of time necessary to permit the registration of the
Pledged Stock for public sale under any securities law. The
Borrower agrees that a private sale or sales made under the
foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner.
If any consent, approval or authorization of any state,
municipal or other governmental department, agency or authority
should be necessary to effectuate any sale or other disposition
of the Pledged Stock, or any partial sale or other disposition of
the Pledged Stock, the Borrower will execute all such
applications and other instruments as may be required in
connection with securing any such consent, approval or
authorization, and will otherwise use its best efforts to secure
the same.
4.5 Each right, power and remedy of the Lender provided for in
this agreement or in the Note now or hereafter existing at law or
in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by
the Lender of any one or more of the rights, powers or remedies
provided for in this agreement or in the Note or now or hereafter
existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Lender of all
such other rights, powers or remedies, and no failure or delay on
the part of the Lender to exercise any such right, power or
remedy shall operate as a waiver thereof.
4.6 All moneys collected upon any sale or sales of the
Collateral hereunder, together with all other moneys received by
the Lender hereunder, shall be applied to the payment of all
costs and expenses incurred or paid by the Lender in connection
with any sale, transfer or delivery of the Collateral or the
collection of any such moneys (including without limitation,
reasonable attorney's fees and expenses), and the balance of such
moneys shall be held by the Lender and applied by it at any time
or from time to time to the payment of the Loan and interest and
all other moneys payable pursuant to the agreement in such order
and manner as the Lender in its sole discretion may determine.
4.7 The obligations of the Borrower under this agreement shall
be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, suspended,
discharged, terminated, lessened or otherwise affected by any
circumstance or occurrence whatsoever, including, without
limitation: (a) any renewal, extension, substitution, amendment
or modification of or addition or supplement to or deletion from
the Note or this agreement or any assignment or transfer of any
thereof; (b) any waiver, consent, extension, indulgence or other
action or inaction under or in respect of the Note or this
agreement, or any exercise or nonexercise of any right, remedy,
power or privilege under or in respect of the Note or this
agreement; (c) any furnishing of any additional collateral or
security to the Lender or its assignee or any acceptance thereof
or any release of any collateral or security in whole or in part
by the Lender or its assignee under this agreement or otherwise;
(d) any limitation on any party's liability or obligations under
the Note or under this agreement or any invalidity or
unenforceability, in whole or in part, of any such instrument or
any term thereof; (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like
proceeding relating to the Borrower, or any action taken with
respect to this agreement or the Note by any trustee or receiver,
or by any court, in any such proceeding; or (f) any other
circumstances; whether or nor the Borrower shall have notice or
knowledge or any of the foregoing.
4.8 The Lender shall have no duty or any obligation to take any
steps to protect, preserve or enforce any rights under the
Collateral. The Lender shall exercise reasonable care in the
custody and preservation of the Collateral in its possession to
the extent required by applicable statute, and shall be deemed to
have exercised reasonable care if it takes such action for that
purpose as the Borrower shall reasonably request in writing; but
no omission to do any act so requested by the Borrower shall be
deemed a failure to exercise reasonable care.
4.9 Upon the payment in full of the Loan and interest and all
other moneys payable pursuant to this agreement in accordance
with the terms of the Note and of this agreement, and the payment
of all other sums payable thereunder and hereunder, this
agreement shall terminate and the Lender, at the request and
expense of the Borrower, will execute and deliver to the Borrower
a proper instrument or instruments acknowledging the satisfaction
and termination of this agreement, and will duly assign, transfer
and deliver to the Borrower such of the Collateral as has not
theretofore been sold or otherwise applied or released pursuant
to this agreement, together with any moneys at the time held by
the Lender hereunder.
5. Representations and Warranties of the Borrower
The Borrower represents and warrants to the Lender that:
5.1 The Borrower is a corporation legally incorporated, duly
organized and validly existing, in good standing under the laws
of the jurisdiction of its incorporation and is qualified to
carry on its business in all jurisdictions where the nature of
its business or the character of its properties make such
qualification necessary.
5.2 The borrowing of money by the Borrower and the execution,
delivery and performance of this agreement and the grant of the
security interest set forth in Section 4 of this agreement are
within the corporate powers and capacities of the Borrower and
have been duly authorized by proper corporate proceedings.
5.3 There are no actions, suits or proceedings pending or to the
knowledge of the Borrower threatened against or adversely
affecting the Borrower or GBEM in any court or before or by any
federal, state, municipal or other governmental department,
commission, board, bureau or agency, United States or foreign,
which might materially affect the financial condition of the
Borrower or GBEM or the title to their property or assets.
5.4 The execution and delivery of this agreement, the
consummation of the transactions contemplated by this agreement,
the grant to the Lender of the security interest set forth in
Section 4 of this agreement, and the compliance with the
covenants, terms, provisions and conditions of this agreement
will not conflict with or result in a breach of any of the terms
or provisions of the Articles of Incorporation or by-laws of the
Borrower or GBEM, any resolution of the directors or shareholders
of the Borrower or GBEM, any laws of the United States or the
State of Nevada governing the Borrower, or any agreement or
instrument to which the Borrower or GBEM is now a party or which
purports to be binding on the borrower or GBEM or their property
or assets.
5.5 This agreement and all other documents or instruments to be
delivered pursuant to this agreement will, when executed and
delivered, constitute valid and binding obligations of the
Borrower enforceable against it in accordance with their
respective terms, except as may be limited by other deeds,
documents or instruments delivered pursuant to this agreement, or
by applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting the enforcement of creditor's rights.
5.6 The borrowing of money under this agreement and the
execution and delivery of this agreement do not require the
consent or approval of any other party, including shareholders of
the Borrower.
5.7 All balance sheets, earnings statements and other financial
data, which have been or shall be furnished to the Lender to
induce the Lender to enter into this agreement or otherwise in
connection with this agreement have been or will be prepared in
accordance with generally accepted accounting principles (which
means, with respect to the Borrower and GBEM, generally accepted
accounting principles consistently followed through prior fiscal
periods as given effect to in previous financial statements of
the Borrower and GBEM) and do or will fairly present the
financial condition and the results of the operations of the
Borrower and GBEM, and all other information, certificates,
schedules, reports and other papers and data furnished by the
Borrower are or will be at the time they are so furnished,
accurate and complete in all material respects.
5.8 As to each share of the Stock at any time pledged or
required to be pledged hereunder:
(a) the Borrower is the sole legal, record and beneficial
owner thereof, and the Borrower has good and marketable title
thereto;
(b) the Stock is validly issued, fully paid and
non-assessable and the holder or holders thereof are not and will
not
be subject to any personal liability as such holder;
(c) on the date hereof the Stock consists of 100% of the
shares of common stock of GBEM;
(d) the Stock is and will remain free and clear of all
security interests, pledges, liens or other encumbrances, and
restrictions on the transfer and assignment thereof, except
pursuant to this agreement and those permitted in writing by
Lender;
(e) any consent, approval or authorization of or
designation or filing with any governmental authority on the part
of the Borrower which is required in connection with the pledge
and security interest granted under this agreement has been
obtained or effected; and
(f) there are no outstanding options, warrants or other
requirements with respect to the Stock.
6. Affirmative Covenants
The Borrower covenants with the Lender that so long as any
amounts advanced under the Loan remain outstanding:
6.1 It will deliver to the Lender:
(a) Copies of all financial statements, reports and returns
that the Borrower shall send to its shareholders; and
(b) With reasonable promptness, other financial data as the
Lender may reasonably request.
6.2 It will permit any person designated by the Lender in
writing to visit and inspect any of the properties, corporate
books and financial records of the Borrower and GBEM and to
discuss the affairs, finances and accounts of the Borrower and
GBEM with the principal officers of the Borrower at all
reasonable times and as often as the Lender may reasonably
request.
6.3 All current insurance policies and those which may have
lapsed in the prior six months covering the assets and property
of the Borrower and GBEM, if any, shall be kept/reinstituted into
good standing. The Borrower shall pay or cause to be paid all
premiums in connection with the insurance and will deposit
certified copies of insurance policies with the Lender or
otherwise deal with them as the Lender may require.
6.4 It will give the Lender prompt written notice of any
material adverse change in the condition or business of the
Borrower or GBEM, financial or other, or of any material loss,
destruction or damage of or to any property of the Borrower or
GBEM.
6.5 It will carry on and conduct the business of GBEM in a
proper and efficient manner so as to preserve and protect the
property and assets and the business and its earnings, incomes,
rents, issues and profits.
6.6 It will duly and punctually pay to the Lender, the
principal, accrued interest and all other moneys payable on the
dates, at the place, in the moneys and in the manner provided in
this agreement.
6.7 It will pay or reimburse the Lender for all costs, charges
and expenses (including legal fees) of or incurred by the Lender
in connection with the recovery or enforcement of payment of
moneys advanced under the Loan, together with interest at the
rate set out in Section 2.2 of this agreement.
6.8 It will maintain at all times proper records and books of
account and make true and correct entries in the records of all
dealings and transactions relating to its business.
6.9 It will do, observe and perform all of its obligations and
all matters and things necessary or expedient to be done,
observed or performed under any law or regulation of the United
States, the State of Nevada, or any other province where its
assets may be located, or any municipality, for the purpose of
creating and maintaining the security interest granted to the
Lender pursuant to this agreement.
6.10 It will do all acts that are necessary to maintain its
existence under the laws of the jurisdiction of its incorporation
and will obtain, renew and maintain in full force and effect all
authorizations, approvals, consents, licenses, permits and
exceptions as may be required to enable it to observe and perform
the obligations on its part to be performed under this agreement
and all agreements delivered and the security interest granted in
connection with or incidental to this agreement.
6.11 It will give Lender written notice of any Event of Default
immediately on the occurrence of such an event.
6.12 It will give the Lender written notice of the occurrence of
any material litigation, proceeding or dispute affecting the
Borrower or GBEM and will provide to the Lender all reasonable
information requested by the Lender concerning the status of any
such litigation, proceeding or dispute.
7. Negative Covenants
The Borrower covenants with the Lender that so long as any
amounts advanced under the Loan remain outstanding, that it will
not, and will cause GBEM to not, without the prior written
consent of the Lender:
7.1 Borrow money from any person other than the lender, directly
or indirectly, including lease-back arrangements and other such
financing arrangements.
7.2 Issue any share capital or options or other form of
contingent rights thereon.
7.3 Redeem, purchase or otherwise acquire, either directly or
indirectly, any of its shares, or declare or pay any dividend on
any of its shares of whatever class, or in any other manner make
payments to its shareholders except for usual remuneration or
reimbursement in respect of employment.
7.4 Lend money to, invest in, or become contingently liable by
guarantee or otherwise for the obligations of, any person, firm
or body corporate.
7.5 Consolidate, merge or otherwise combine with any other
corporation or acquire the shares or assets of any corporation,
firm or partnership, or sell, lease or transfer or otherwise
dispose of all or a substantial part of its assets.
7.6 Enter into or be a party to any contract for the purchase of
materials, supplies or other property if the contract requires
that payments for those materials, supplies or other property
shall be made regardless of whether or not delivery is ever made
of the materials, supplies or other property.
7.7 Make sales to an associated corporation except on a cash
basis and a price equal to a fair market price, provided that net
sixty days will be construed as a cash basis for the purposes of
this paragraph.
7.8 Enter into any partnership, joint venture or similar
agreement or arrangement with any other person, firm or
corporation.
7.9 Other than as disclosed herein, create, suffer or permit to
exist any mortgage, pledge, lien, charge, assignment by way of
security, hypothecation, security interest, security agreement,
trust or arrangement having the effect of security, any type of
preferential arrangement or other encumbrance of any kind whether
or not similar to the foregoing to exist on or with respect to
any asset.
7.10 Do any act which could adversely affect the ranking or
validity of the security interests created, granted or intended
to be created or granted to the Lender.
7.11 Change the general nature of the business of the Borrower or
GBEM.
8. Events of Default
The principal advanced under the Loan and all interest
payable together with all of the moneys payable pursuant to this
agreement shall, at the option of the Lender, become due and
payable and any security held by the Lender for the payment
thereof shall, at the option of the Lender, become enforceable in
each and every of the following events (an "Event of Default"),
upon demand after any such event:
8.1 If the Borrower does not apply the Loan Proceeds to the
Purposes or makes default in the repayment of any installment of
principal or interest under the Loan (or Note) when it becomes
due and payable.
8.2 If the Borrower fails to perform or observe any of the
covenants contained in this agreement or in any of the security
delivered pursuant to this agreement and any failure shall not be
remedied within ten (10) days following notice being given to the
Borrower.
8.3 If any representation, warranty, certificate, statement or
report made in connection with this agreement or in connection
with advances under the Loan is false or erroneous in any
material respect.
8.4 If any indebtedness of the Borrower for liabilities other
than to the Lender becomes due prior to the stated maturity date,
unless and to the extent that the same shall be contested in good
faith and by appropriate proceedings by the Borrower.
8.5 If the Borrower or GBEM becomes the subject of bankruptcy
proceedings or goes into liquidation, either voluntarily or under
an order of a court of competent jurisdiction, or makes a general
assignment for the benefit of its creditors.
8.6 If the Borrower or GBEM removes any part of its property and
assets out of their current location.
8.7 If the Borrower or GBEM abandons all or any part of its
property and assets or ceases or threatens to cease to carry on
its business, or threatens to file for bankruptcy.
8.8 If any execution, sequestration, extent, or any other
process of any court (including appointment of a receiver)
becomes enforceable against the Borrower or GBEM or if a distress
or analogous process is levied on the property and assets of the
Borrower or GBEM, and the execution, sequestration, extent,
distress or process, remains unsatisfied for a period as would
permit the property or a part of it to be sold.
8.9 If the Borrower or GBEM shall permit any amount which has
been admitted is due by the Borrower or GBEM or is not disputed
to be due by it and forms or is capable of being made a charge on
any part of the property and assets of the Borrower or GBEM to
remain unpaid for fifteen days after the amounts are due.
8.10 If the Lender in good faith believes that the ability of the
Borrower to pay any of its obligations to the Lender or to
perform any of the covenants contained in this agreement is
materially impaired from its current circumstances or the
security referred to in this agreement is impaired or is in
jeopardy.
9. General
9.1 The Borrower covenants that it will execute or cause to be
made, done or executed, all further and lawful acts, deeds,
things, devices, conveyances and assurances whatsoever for
effecting the purposes and intent of this agreement as counsel
for the Lender shall reasonably advise or request.
9.2 Notice to be given shall, save as otherwise specifically
provided, being writing addressed to the party for whom it is
intended and shall not be deemed received until actual receipt by
the other party except if sent by telex or facsimile, in which
case it shall be deemed received on the business day next
following the date of transmission. The mailing, telex and
facsimile addresses of the parties shall be:
(a) As to the Borrower: Great Basin Management Co., Inc.
3400 Kauai Court
Reno, NV 89509
Telephone: 702-689-7450
Facsimile: 702-689-7489
Attention: Dr. Anthony Taylor
(b) As to the Lender: Fischer-Watt Gold Company,Inc.
1410 Cherrywood Drive
Coeur d'Alene, ID 83814
Telephone: 208-664-6757
Facsimile: 208-667-6516
Attention: Mr. George Beattie
With copy to: Jones & Keller, P.C.
1625 Broadway, #1600
Denver, CO 80202
Telephone: 303-573-1600
Facsimile: 303-893-6506
Attention: Clifford R. Pearl,Esq.
or any other mailing, telex or facsimile addresses as the parties
from time to time may notify the other.
9.3 This agreement and all other agreements, security and
documents to be delivered in connection with this agreement shall
be governed by and construed in accordance with the laws of the
State of Nevada and the federal laws of the United States.
9.4 This agreement shall be binding on and enure to the benefit
of the Borrower, the Lender and their respective successors and
assigns, except that the Borrower shall not, without the prior
written consent of the Lender, assign any rights or obligations
with respect to this agreement.
9.5 Any provision of this agreement which is or becomes
prohibited or unenforceable in any jurisdiction shall not
invalidate or impair the remaining provisions of this agreement
which shall be deemed severable from the prohibited or
unenforceable provision and any prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable
that provision in any other jurisdiction.
9.6 No amendment, supplement or waiver of any provision of this
agreement or any other agreements provided for or contemplated,
nor any consent to any departure by the Borrower, shall in any
event be effective unless it shall be in writing and signed by
the Lender and then the waiver or consent shall be effective only
in the specific instance for the specific purpose for which it
has been given.
9.7 No waiver or act or omission of the Lender shall extend to
or be taken in any manner whatsoever to affect any subsequent
Event of Default or breach by the Borrower of any provision of
this agreement or the results of the rights resulting from it.
9.8 Time shall be of the essence for this agreement.
9.9 This agreement shall remain in full force and effect until
the payment and performance in full of all of the Borrower's
obligations under this agreement.
9.10 This agreement constitutes the entire agreement among the
parties and cancels and supersedes any prior agreements,
undertakings, declarations or representations, written or verbal
in respect of it.
IN WITNESS WHEREOF the parties have caused this Loan
Agreement to be executed by their respective officers duly
authorized.
FISCHER-WATT GOLD COMPANY, INC.
By: /s/ George Beattie
President
GREAT BASIN MANAGEMENT CO., INC.
By: /s/ Dr. Anthony Taylor
President