Exhibit 10.10
Loan Agreement
This agreement is entered into by and between Summa Metals Corp., a Nevada
Corporation (Summa) having its principal offices at 1588 Sea Lancer, Lake Havasu
City, AZ, and Mr. C.W. Lewis and Mrs. Neva B. Lewis or their assigns (Lewis),
both as Individuals whose address is Box 1160 Powel, Wyoming, 82435 and
WHERE AS: Summa is a company involved in the mining of Gold in the United States
and Mexico and;
WHERE AS: Summa is in need of short term operating capital and,
WHERE AS: Lewis is wanting to provide Summa with said short term operating
capital and
THEREFORE: In consideration of the representations and warranties, covenants and
agreements hereinafter made, the parties hereto have agreed and do hereby agree
in manner and form as hereinafter set forth:
Lewis will provide $20,000, receipt of which is hereby acknowledged, as forth in
2 and 3 below.
In consideration for the $20,000 Summa will pay to Lewis the sum of $50,000 from
the proceeds of its planned public offering no later than June 1, 1995. In the
event of default by Summa, Lewis may at his sole option, extend the June 1 date
having no other effect on the obligations of Summa.
Summa will in addition to the above $50,000 will provide Lewis , or his
designee, 30,000 shares of the company's restricted capital stock. Such
notification to the company's transfer agent will be within three working days
from the date of this agreement.
Threatened of pending proceedings. Lewis and Summa warrant that no proceedings
shall have been initiated of threatened by any governmental department,
commission, bureau, board, agency of instrumentality or any other bona fide
third party seeking to enjoin or otherwise restrain or to obtain an award for
damages in connection with consummation of the transaction contemplated hereby.
Authorization. All corporate action necessary to authorize the execution,
delivery and performance by both parties of this Agreement and any other
agreements or instruments contemplated hereby to which either is a party, have
been duly and validly taken by Summa and Lewis and be furnished each to the
other with copies of all applicable resolutions certified by the Secretary of
the respective companies.
Consents. Both Summa and Lewis shall have received the approvals, consents and
authorizations of all third parties necessary to effect the validly of this
agreement.
Brokerage. Neither Lewis nor Summa has dealt with any broker or finder in
connection with the transaction contemplated herein, and each of them agrees to
indemnify and hold the other party harmless in connection with any claims for
commissions or other compensation made by any broker of finder claiming to have
been employed by it on its behalf in connection with the transactions
contemplated herein.
Expenses. Except as other wise provided herein, Lewis and Summa shall pay the
fees and expenses of their respective accountants and legal counsel incurred in
connection with the transactions contemplated by this Agreement.
Notices. Any demand, notice or other communication required of permitted under
or in connection with the transactions contemplated by this Agreement shall be
in writing and shall be deemed to be effective when delivered by facsimile or in
person or deposited in the United States mail and sent by certified or
registered mail, return receipt requested, addressed a s follows:
If to Summa:
Summa Metals Corp.
28281 Crown Valley Pky, Suite 225
Laguna Niguel, CA 92677-1461
If to Lewis :
P.O. Box 1160
Powell, Wyoming 82435
Waiver. The failure of any party hereto at any time or times hereafter to
exercise any right, power, privilege or remedy hereunder or to require strict
performance by the other or another party of any of the provisions, terms or
conditions contained in this Agreement or in any other document, instrument or
agreement contemplated hereby or delivered in connection herewith shall not
waive, affect, or diminish any right, power, privilege or remedy of such party
at any time or times thereafter to demand strict performance thereof; and, no
rights of any party hereto shall be deemed to have been waived by any act of
knowledge of such party hereto on any of its rights on any one occasion shall
operate as a waiver of any other of its rights or any of its rights on a future
occasion.
Section Headings. The section headings in this agreement are for the convenience
of reference only and shall not be deemed to be a part of this Agreement or to
alter or affect any provisions, terms or conditions contained herein.
Exhibits and Schedules. Any exhibits, appendices and/or schedules referenced
herein, shall be deemed to be attached hereto and made a part hereof. All
references herein to the Agreement shall include all schedules, exhibits,
appendices and financial statements and/or other documents delivered hereunder.
Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law.
If any portion of this Agreement is declared invalid for any reason in any
jurisdiction, such declaration shall have no effect upon the remaining portions
of the Agreement which shall continue in full force and effect as if this
Agreement had been executed with the invalid portion thereof deleted.
Furthermore, the entirety of this Agreement shall continue in full force and
effect in all other jurisdiction.
Entire understanding. This Agreement contains the entire understanding between
the parties hereto with respect to the transactions contemplated hereby and such
understandings shall not be modified except in a writing signed by or on behalf
of the parties hereto.
Binding Effect. This Agreement shall be binding upon and shall inure to the
exclusive benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns. This Agreement is
not intended to, nor shall it create any rights in any other party.
Governing Law. This Agreement is and shall be deemed to be a contract entered
into and made pursuant to the laws of the laws of the State of California and
shall in all respects be governed , construed, applied and enforced in
accordance with the laws of said state, without reference to conflict of
principals, and any dispute arising from this Agreement shall be brought solely
within the courts of Orange County, City of Orange, the State of California.
References. Each reference herein to a party hereto shall be deemed to include
such party's legal representatives, successors and assigns, all of whom shall be
bound by the provisions hereof. Each reference to a party hereto and any
pronouns referring thereto as used herein shall be construed in the masculine,
feminine, neuter, singular or plural, as the context may require.
Assignment. Each party hereto shall be able to sell, pledge, assign or otherwise
transfers rights under this Agreement, in whole or in part, only upon receiving
written consent from the other, a consent that shall not be unreasonably
withheld. For purposes hereof the transfer of the party's rights under this
Agreement shall be deemed to include a transfer of a majority of the voting
tights with respect to such party.
Counter parts. This Agreement may be signed in any number of counterparts each
of which shall be deemed to be an original and all of which together shall
constitute by one and the same instrument. .
Executed on this _7th__day of March, 1995 in the City Lake Havasu, the county of
Mohave, the state of Arizona.
By:
THE SUMMA METALS CORPORATION Lewis
/s/ Michael M. Chaffee /s/ C.W. Lewis
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Michael M. Chaffee C.W. Lewis, an Individual
President, Chairman, CEO
/s/ Neva Lewis
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Neva Lewis, an Individual