-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DrAmCbvCUQmiUY5eZIKOBYm4X192k8ie2heB+3Al/9z2Zw5JySWo4S2Efuaw53dL 9/etQUKXAGuhaNHc7huq0Q== 0001075793-99-000006.txt : 19990421 0001075793-99-000006.hdr.sgml : 19990421 ACCESSION NUMBER: 0001075793-99-000006 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRADEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0001080535 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-25827 FILM NUMBER: 99597496 BUSINESS ADDRESS: STREET 1: 1155 ROBSON STREET STREET 2: STE 505 CITY: VANCOUVER BC BUSINESS PHONE: 6046891659 MAIL ADDRESS: STREET 1: 1155 ROBSON STREET STREET 2: STE 505 CITY: VANCOUVER 10SB12G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10SB GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BRADEN TECHNOLOGIES INC. (Exact name of Company as specified in its charter) NEVADA 88-0419475 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Suite 505, 1155 Robson Street Vancouver, British Columbia, Canada V6E 1B5 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 604-689-1659 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock None Securities to be registered pursuant to Section 12(g) of the Act: Common Shares, par value $0.001 per share (Title of class) TABLE OF CONTENTS Page COVER PAGE.................................................1 TABLE OF CONTENTS..........................................2 PART I.....................................................3 DESCRIPTION OF BUSINESS....................................3 DESCRIPTION OF PROPERTY...................................13 DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES...13 REMUNERATION OF DIRECTORS AND OFFICERS....................14 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS ................................14 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ................................... 15 SECURITIES BEING OFFERED................................. 15 PART II ............................................... 16 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS ............ 16 LEGAL PROCEEDINGS........................................ 17 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ........... 17 RECENT SALES OF UNREGISTERED SECURITIES ................. 17 INDEMNIFICATION OF DIRECTORS AND OFFICERS ............... 17 PART F/S ................................................ 19 FINANCIAL STATEMENTS .................................... 19 PART III ................................................ 19 INDEX TO EXHIBITS ....................................... 19 SIGNATURES ...............................................19 PART I The issuer has elected to follow Form 10-SB, Disclosure Alternative 2. ITEM 6. DESCRIPTION OF BUSINESS Organization Braden Technologies, Inc. (the "Company") was organized as a Nevada corporation on February 17, 1999. Business The Company is a natural resource company engaged in the acquisition, exploration and development of mineral properties. The Company has an interest in the properties described below under the heading "Mineral Property Option Agreement", designated below as the "Miranda Property". The Company intends to carry out exploration work on the Miranda Property in order to ascertain whether the Miranda Property possesses commercially developable quantities of gold and other precious minerals. Mineral Property Option Agreement By an agreement made as of February 18, 1999 between the Company and Miranda Industries Inc. of Suite 505 - 1155 Robson Street, Vancouver, British Columbia ("Miranda"), the Company acquired from Miranda the option (the "Option") to acquire a 50% interest in certain mineral claims situated in the State of Nevada (the "Miranda Property"). The consideration paid by the Company to Miranda for the grant of the Option at the time of execution was $1,000 US. The Option is exercisable by the Company incurring the following property exploration expenditures on the Miranda Property: 1. initial exploration expenditures in the amount of $10,000 US by February 28, 2000; and 2. cumulative exploration expenditures in the amount of $250,000 US by February 28, 2002. Property exploration expenditures include all reasonable and necessary monies expended on or in connection with the exploration and development of the Miranda Property determined in accordance with generally accepted accounting principles. In addition, until the Company shall have secured a 50% interest in the Miranda Property, the Company is obligated to cover all Property Acquisition Costs due under the Underlying Agreement, as discussed below. Upon the Company acquiring a 50% interest in the Miranda Property by exercise of the Option, the Company and Miranda will enter into a joint venture for the purpose of further exploring and developing and, if economically and politically feasible, constructing and operating a mine on the Miranda Property. The Company's Option is subject to an Underlying Agreement dated the 12th day of February, 1997 (the "Underlying Agreement") between Miranda and John Rice of P.O. Box 20074, Reno, Nevada 89515("Rice") whereby Miranda acquired an undivided 100% right, title and interest in the Miranda Property from Rice (the "Underlying Agreement") by staking the mining claims comprising the Miranda Property, making a payment to Rice of $5,000 US in cash, and issuing to Rice 70,000 common shares of Miranda Industries Inc. as follows: 1. 10,000 shares along with the $5,000 upon approval of the Agreement by the Vancouver Stock Exchange and the staking of at least twenty mining claims; 2. 10,000 shares within 30 days of the issuance of a news release on the results of a drill program in which the grade-thickness of 4 feet-ounces/ton is received; 3. 20,000 shares within 30 days of the receipt of a final, signed version of a positive pre-feasibility study on the property, prepared by an independent, qualified party; and 4. 30,000 shares within 30 days of the receipt of a final, signed version of a positive feasibility study on the property, prepared by an independent, qualified party. Miranda has represented to the Company that the mineral claims comprising the Miranda Property have been staked and the initial payment of $5,000 made to Rice, each as required to maintain the Underlying Agreement in good standing. As stated above, until the Company shall have secured a 50% interest in the Miranda Property, the Company has agreed to pay all Property Acquisition Costs required under the Underlying Agreement. Property Acquisition Costs means: (1) all cash payments due Rice, and (2) in the case where common shares are to be issued to him, a sum equal to the average closing price of the Miranda Common Stock for the 15 full trading days immediately preceding the date of the event that triggers the requirement for the issuance of the Common Shares of Miranda under the underlying agreement. Miranda Property The thirty-seven lode claims comprising the Miranda Property have been located and filed by Miranda on land administered by the U.S. Bureau of Land Management. The claims are named the Basin Claims. The Miranda Property is located in Sections 1-3, T8N, R40E and Sections 34-36, T9N, R40E in the southern Toiyabe Mountains approximately 38 miles (61 kms.) north of Tonopah, Nevada. Thirty-seven lode claims have been located by Miranda USA on land administered by the U. S. Forest Service. The Miranda Property is approximately 22 miles (35 kms.) west- southwest of Round Mountain (8 million ozs Au) and 31 miles (50 kms.) east-southeast of Paradise Peak. The project is located 20 miles (32 kms.) north of the Hall molybdenum mine and 7 miles (11 kms.) north of the Green Lizard copper prospect. Homestake Mining Company was exploring in the East Golden area approximately 8 miles (13 kms.) west-northwest of the Miranda Property. History of the Property The property was originally prospected for its' mercury potential over 50 years ago. Later, fluorspar was mined from the Colton Mine in the main part of the district. In the early-mid seventies, Louisiana Land and Minerals drilled 8-10 holes, presumably testing for fluorspar. These holes are vertical, large diameter (12-14 inches) conventional drill holes. Freeport Exploration (now Independence Mining) located claims in the area but chose not to pursue making a deal with the land owner that controlled claims over the main part of the property. Miranda USA located 37 claims on the property in January 1997 after the property became open. Miranda now controls 37 unpatented claims. Regional Geology There are two primary ages of volcanic activity represented in the southern Toiyabe Range. The oldest volcanic rocks exposed in the area are ash-flow tuffs of the middle volcanic sequence as described by Kleinhampl and Ziony (1985). Ash-flow tuffs of the middle volcaninc sequence are common to both the southern Toiyabe Mountains and the Shoshone Range immediately to the west of the Toiyabe Mountains. The middle volcanic sequence is made up of numerous lithic units, some of which are widespread and others of limited areal extent. Meaning there were numerous eruptive centers in the area. The middle volcanic sequence unconformably overlies the lower volcanic sequence which in turn unconformably overlies pre-Tertiary sediments, neither of which are exposed in the southern Toiyabe Mountains. Absolute age of the middle volcanic sequence is not known but is presumed to be early Miocene (Kleinhampl and Ziony 1985). Volcanism affected much of the area simultaneously and continuously for a long period of time prior to the eruption of the Toiyabe Quartz Latite. The Toiyabe Quartz Latite is also widespread in both the southern Toiybe Mountains and the Shoshone Range. The Toiyabe Quartz Latite consists of a homogeneous series of rocks suggesting that it came from a single eruptive center (Kleinhampl and Ziony, 1985). The Toiyabe Quartz Latite is dated at 21-24 m. y. There are a number of hypothesized calderas in the southern Toiyabe Mountains and western Nye County. Their existence has only recently begun to be observed. East-to-west trending linears and west-northwest-trending linears are common throughout this part of the Great Basin. One of these west-northwest trending linears bisects the Miranda Property area which trends east-southeast toward the Manhattan mining district and the East and West Golden districts to the west-northwest. Local Geology Stratigraphy The middle volcanic sequence of rocks at The Miranda Property consists of a number of ash-flow units (Figure 3). The lower most unit (Tsb1) is a medium gray rhyolite tuff which contains 20-25% crystals (quartz, plagioclase, and k-feldspar). All phenocrysts are less than 2 mm diameter. There are no mafic phenocrysts and the lithic and pumice fragment content are minor. This rock type forms blocky, massive outcrops, which crop out in the eastern part of the project area. In gradational contact with the underlying unit is a light tan to light gray tuff (Tsb2) which consists of 25-30% crystals (quartz, plagioclase and k-feldspar), biotite is minor (<5%), and lithic and pumice fragments are less than 1%. This rock type forms slopes and weathers tan. The next overlying unit is a medium gray, welded, and pumice rich tuff (Tpr). This unit is moderately welded near its lower contact with the underlying unit and becomes less welded higher up in the section. This unit contains 15-20% crystals (quartz, plagioclase, and k-feldspar), no mafics, and pumice fragments make up 20-30% of the rock. This unit forms blocky outcrops and in the upper part of the section it forms rounded outcrops with a " vuggy" appearance due to the weathering out of the pumice fragments. These 3 tuffs may belong to a single intracaldera cooling unit. The primary distinguishing characteristics between these members are the presence or absence of mafic phenocrysts and pumice fragments. Unconformably overlying all of these rocks is the Toiyabe Quartz Latite. In many locations the lower-most contact of the Toiyabe Quartz Latite is marked by a vitrophyre that ranges in thickness from a few feet to tens of feet. Structure The middle volcanic sequence is exposed through a structural window in the younger, overlying Toiyabe Quartz Latite. The sequence of events that lead to the creation of this window are 1) the formation of the "The Miranda Property" volcano, 2) formation of the resurgent dome, 3) mineralization along a major, westerly striking structure, 4) deposition of the Toiyabe Quartz Latite at a level below that of the volcano/resurgent dome's paleotopographic highs, and 5) collapse of the volcanic center forming the present caldera. The minimum diameter of the caldera is approximately 2,400 feet (730 meters). This is the amount of the caldera that is exposed in the window and it is quite possible that the caldera is bigger than what is exposed. In general, volcanic rocks at the Miranda Property dip moderately to the south at angles between 30 degrees and 50 degrees and strikes from N90 degrees W to N50 degrees W. Dips are taken from outcrops that exhibit flow textures such as flattened pumice fragments. Mapping and drilling data have brought forth evidence that there are numerous blocks within the caldera that have been down-dropped (Figure 5). The blocks at the center of the caldera have the most amount of vertical displacement being down-dropped at least 1,000 feet (305 meters) compared to rocks outside of the ring fracture zone. This is based on reconstructing the paleotopography using displacement of the vein as a guide to repositioning the down- dropped blocks. Mineralized structures occur in two different locations on the property. The North zone and South zone. The North zone strikes from N55 degrees W to N70 degrees W and dips 40 degrees to 70 degrees to the north. The structure can be followed for approximately 1,000 feet (305 meters). The South vein strikes N70 degrees W and dips from 25 degrees to 70 degrees to the north. The South zone can be traced for approximately 2000 feet (660 meters). The structures are primarily filled with quartz and fluorite is a common gangue mineral. The structures vary in thickness from a few inches to 15 feet (4.6 meters). Caldera collapse structures are arcuate in shape and are high angle. The collapsed blocks are down-dropped toward the center of the dome. Alteration The primary alteration types are silicification and argillization with rare potassic alteration. On surface exposures, argillization is ubiquitous and generally confined to the pumice fragments and feldspar phenocrysts in weak to moderate amounts away from the veins. The strongest argillic alteration corresponds with proximity to vein exposures. Locally, hanging wall rocks adjacent to veins can be strongly argillized, affecting groundmass as well as phenocrysts and fragments. The strongest zone of argillic alteration occurs along the middle part of the South vein zone in prospect pits where the volcanic tuffs are strongly argillized, both groundmass and phenocrysts. This argillized zone is at least 200 feet (61 meters) wide and can be followed along strike to the west for 700 feet (213 meters) before being covered by alluvium. Drill hole SB97-2 encountered 80 feet (24 meters) of strongly argillized hanging wall rock before intersecting the quartz vein and silicified rock of the vein structure at 110 feet (33 meters). Argillic alteration along the North vein structure can be followed along strike for approximately 1,800 feet (550 meters). This north zone of argillic alteration is primarily confined to pumice fragments and feldspar phenos. Along strike to the west, the vein trends under post- mineral volcanic rocks which obscurs the true extent of alteration related to the North vein. Post-mineral volcanics also cover the hanging wall rocks north of the North vein, making the total width of the argillic alteration indeterminate. Silicification can be seen weakly altering the ground mass of the volcanic units to strongly flooding the rocks and completely masking the texture of the host. Silica alteration is confined to a zone adjacent to the vein structures. Silicification forms a tabular zone that can be 200-300 feet (61-91 meters) thick, as in drill holes SB97-1, 2, 4, and 6. Silicification occurs in footwall as well as hangingwall rocks. Silicification occurs along the entire length of both of the vein zones but stronger in the western part of the vein structures. Mineralization Gold and silver mineralization is directly related to quartz veins and silicification. Veins range in size from a fraction of an inch to 15 feet (4.6 meters). The North vein zone has the thickest and most prominent vein structures. The North vein strikes west- northwest for 1,000 feet (305 meters) while the South vein zone also strikes west-northwest 2,000 feet (610 meters). Both veins dip moderately to the north. Stockwork veining is common in the strongest areas of silicification and quartz veining. There are at least 3 periods of silicification as observed in drill chips and hand samples. Very fine-grained pyrite occurring in trace amounts is the only sulfide observed to date. The pyrite is most commonly associated with strongly silicified rock and was more commonly found in drill holes than on the surface. Results The highest gold value from surface rock chip samples was 1.0 oz Au/ton and the highest silver was 14.7 ozs Ag/ton. Of 61 samples collected 14 samples had less than detectable amounts of gold (<5ppb), 32 had between 6-99 ppb Au, and 15 had greater than 100 ppb Au. Samples anomalous in gold are normally anomalous in silver. The highest gold and silver values are from the same sample. The second highest assay was 0.11 oz Au/ton and 1 oz Ag/ton, which was a 30 foot (9 meter) channel across the outcrop that contained the 1 oz Au/ton rock sample. Drill hole SB97-1 tested this anomalous outcrop. Mercury is the most anomalous trace element. It also has a good correlation with gold and silver values. The sample that ran 1 oz Au/ton and 14.7 ozs Ag/ton contained 11.195 ppm Hg. The most anomalous mercury values (>50 ppm Hg) came from the mercury prospects on the western part of the property where cinnabar is common within the altered volcanic rocks. A soil grid was established on the property. The North and South vein zones were covered by the grid. The grid lines are 400 feet apart with 50-foot sample spacings. Four short soil lines were established over the mercury anomaly and two lines were run over the alluvium covered area between the two separate areas. A total of 507 soil samples were collected. Gold values from the soil survey defines the North vein zone but only defines the eastern half of the South vein zone. The western half of the South vein zone, where the highest rock chip value was located, did not show up as anomalous in the soil samples. Mercury values also picked up the North vein zone but not the South vein zone. The western mercury prospects also showed up as a mercury anomaly. Drill hole and surface sampling had located low-grade gold and silver mineralization. Drilling during October 1997 tested the upper portion of the vein by drilling along the south vein zone (drill holes SB97-1, 2, 6, and 8). A lower part of the vein was tested by drilling the North vein zone (drill holes SB97-3, 4, 5, and 9). Drill hole SB97-4 was the best drill hole and encountered 220 feet (67 meters) of strongly silicified and brecciated rock with two thick quartz veins of about 10 and 20 foot thicknesses (3 and 6 meters). Figure 6 shows the location of the holes drilled during1997. The thicker vein intercept contained 10 feet (3 meters) of 0.02 oz/ton gold. The assays above and below this interval were strongly anomalous containing 286 ppb and 123 ppb gold respectively. With better assay values occurring in the lower part of the vein suggests that more down dip portions of the vein may result in better gold and silver values. The strike extent of the down dip portion of the vein is covered by post-mineral volcanics. Conclusions and Recommendations of the Consulting Geologist The Miranda Property is a volcanic hosted, epithermal gold-silver system that has the potential of hosting a precious metals deposit. The deposit would be hosted within the quartz veins and adjacent wallrock which is strongly quartz-stockwork mineralized and silicifed. The two main quartz veins, the North vein and the South vein, can be followed along strike for 1,000 feet (305 meters) and 2,000 feet (610 meters), respectively. The quartz veins can be as much as 15 feet (4.6 meters) thick. In addition to the quartz veins, there is widespread and intense quartz-stockwork veining and silicification adjacent to the quartz veins. This occurs in both the footwall and hangingwall. Surface rock chip samples assay as high as 1.0 oz Au/ton and 14.7 ozs Ag/ton from a quartz vein within a quartz-stockwork zone. A 30-foot (9 meters) channel sample from this same zone assayed 0.11 oz Au/ton and 1.0 oz Ag/ton. The widespread extent of quartz veining and quartz-stockwork mineralization and silicification indicates the mineralizing system is large and multiple episodes of veining suggest mineralization occurred over a long period of time. There is evidence that the system contains gold and the occurrence of gold is widespread. The next step would be to further delineate drill targets and do additional drilling to test different targets. First, there should be a gradient IP survey over about one square mile. This will locate disseminated sulfides and silicified zones for drill hole targeting. It was recommended that during testing, the North vein structure be drilled because of the encouraging results of SB97-4. This would require the construction of roads in order to provide drill access to test down-dip of the 0.02 oz/ton Au intercept. More detailed alteration mapping might give indications as to the intensity of the system and point to directions for further exploration. Additional trace element geochemical surveys along with ratios of these elements may also point to direction for further exploration. The following table summarizes the costs involved in testing this target. Phase I Gradient IP Contractor $9,000 Survey Survey Geologist $700 Supervision and planning Reporting $500 Summary and interpretations Contingency $1,000 @ 10% ----------- ------ TOTAL $11,200 Phase II Secret Basin Contractor $50,000 Reverse circulation drilling Geologist $7,500 Supervision and geology Assaying $12,000 For each 5 ft sample Road Building $8,000 Includes mobilization Permitting $1,000 With the Forest Service Filing Fees $3,500 Filing fees and staking additional claims Reporting $4,000 Summary reports Contingency $12,900 @ 15%: meetings, management, ----------- ------- misc. TOTAL $98,900 Company's Plan of Operation The Company has determined to proceed with Phase One of the exploration program on the Miranda Property. The Company has raised sufficient funds from prior offerings of its securities, as set forth in Item 4 of Part II of this Registration Statement, to proceed with Phase One of the exploration program. The Company will assess whether to proceed with Phase Two of the exploration program upon completion of Phase One and an evaluation of the results of the Phase One program. Administration The Company has entered into a management contract dated February 17, 1999 with Senate Capital Group Inc. whereby Senate Capital has agreed to provide office administration services to the Company for a fee of $1000 US per month for a one-year term commencing February 17, 1999 and ending on February 29. 1999. The services include reception, secretarial services, accounting services, investor relations and other general office services. Competition and Marketing The mining industry, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond the control of the Company may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. Compliance with Government Regulation The Company will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada. In addition, production of minerals in the State of Nevada will require prior approval of applicable governmental regulatory agencies. There can be no assurance that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known in advance. Exploration Risk Exploration for minerals is a speculative venture necessarily involving substantial risk. There is not any certainty that the expenditures to be made by the Company in the acquisition of the interests described herein will result in discoveries of commercial quantities of ore. Hazards such as unusual or unexpected formations and other conditions are involved in mineral exploration and development. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company's financial position. No Known Bodies of Ore There are not any known bodies of ore on the Company's properties. The business plan of the Company is to raise funds to carry out further exploration with the objective of establishing ore of commercial tonnage and grade. If the Company's exploration programs are successful, additional funds will be required for the development of economic reserves and to place them in commercial production. The only source of future funds presently available to the Company is through the sale of equity capital. The only alternative for the financing of further exploration would be the offering by the Company of an interest in its properties to be earned by another party or parties carrying out further exploration or development thereof, which is not presently contemplated. Research and Development Expenditures During the past two fiscal years, the Company has not completed any research or development expenditures. Miranda Industries Inc., the vendor of the Miranda Property, has completed the geological exploration program on the Miranda Property, as discussed above. Subsidiaries The Company has no subsidiaries. Employees The Company has no employees. The Company conducts its business through agreements with consultants and arms-length third parties. Patents and Trademarks The Company does not own, either legally or beneficially, any patent or trademark. Item 7. Description of Property The Company has an option to acquire a 50% interest in the Miranda Property, as described in detail in Item 6 of Part I of this Registration Statement under "Mineral Property Option Agreement". The Company does not own or lease any property other than the Miranda Property. The Company has entered into an office administration contract dated February 17, 1999 with Senate Capital Group Inc. whereby Senate Capital has agreed to provide office administration services to the Company for a fee of $1000 US per month. Item 8. Directors, Executive Officers and Significant Employees The following information sets forth the names of the directors, executive officers and significant employees of the Company, their present positions with the Company, and their biographical information. 1. Directors and Officers Name of Director Age Position Term of Office - ---------------- --- -------------- -------------- Peter William Bell 63 President/Sec. Treasurer One year Ross William Bailey 37 Director One year Richard Douglas Wilson 41 Director One year Mr. Peter William Bell is a director and is President of the Company. Mr. Bell is a self-employed consultant and is a director of Current Technology Corporation. Mr. Bell has a Bachelor of Science Degree in Pharmacy from the University of Manitoba and a Masters in Business Administration from the University of Western Ontario. Mr. Bell practiced as a licensed pharmacist until 1968. Mr. Bell has provided a wide range of consultant services to health care companies and organizations. Mr. Bell has been a director and member of a number of health care companies and professional organizations. Mr. Ross William Johnston Bailey is a director of the Company and has a Bachelors Degree in Mechanical Engineering from the University of Victoria and is enrolled in the Masters in Business Administration program at Simon Fraser University. Mr. Bailey has been employed with Ballard Power Systems as a manufacturing engineer since 1995. Richard Douglas Wilson is a director of the Company and has been managing publicly traded companies for the past 12 years on the Vancouver Stock Exchange. He has been instrumental in raising needed capital for several mineral resource companies. He is President of International Chargold Resources which is building a precious metals refinery in Ghana, West Africa. 2. Significant Employees The Company does not have any significant employees. Item 9. Remuneration of Directors and Officers The following table sets forth certain information as to the Company's three highest paid executive officers and directors for the fiscal year which will end on January 31, 2000. As indicated below, the Company does not presently pay any compensation to any of its officers and directors. The Company may during the course of the current year decide to compensate its officers and directors for their services. No other compensation is anticipated to be paid any such officers other than the cash compensation set forth below. Summary Compensation Table Name Position Year Salary - --------------------------- --------- ----- ------ Peter Bell President 1999 Nil Ross William Johnston Bailey Director 1999 Nil Richard Douglas Wilson Director 1999 Nil The Company does not pay to its directors any compensation for each director serving on the Company's board of directors. Item 10. Security Ownership of Management and Certain Security Holders The following table sets forth information as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of the Common Stock by (i) each person known by the Company to own beneficially 5% or more of the Common Stock, (ii) each director and officer and (iii) all directors and officers as a group: Amount of Name and Address Beneficial Percent Title of Class of Beneficial Owner Ownership of Class - -------------- ------------------- ---------- -------- Common Stock Peter William Bell 500,000 17.54% Common Stock Ross W.J. Bailey 100,000 3.51% Common Stock Richard Douglas Wilson 50,000 1.75% Common Stock Aileen Mary Fehr 250,000 8.77% Common Stock Gordon H. Lloyd 250,000 8.77% Common Stock Dennis Lyle Higgs 200,000 7.02% Common Stock Douglas V. Higgs 200,000 7.02% Common Stock Darcy Allan Higgs 200,000 7.02% Common Stock Eric Gordon Fergie 175,000 6.14% Common Stock Directors and Officers As a Group 650,000 22.80% Item 11. Interest of Management and Others in Certain Transactions None of the directors or officers of the Company, nor any proposed nominee for election as a director of the Company, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any promoter of the Company, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the date of the Company's incorporation or in any presently proposed transaction which, in either case, has or will materially affect the Company. It should be noted, however, that the Consulting Geologist, John Rice, who prepared the geological reports on which the business plan was at least partially based, is the Vendor on the Underlying Agreement which transferred the mineral rights to Miranda and as a result will be entitled to up to 70,000 common shares of Miranda Industries Inc. as described above under the section entitled "Mineral Property Option Agreement" Item 12. Securities Being Offered Common Stock The Company has authorized 25,000,000 common shares par value $0.001 of Common Stock, of which 2,850,000 are currently outstanding. Holders of Common Stock have the right to cast one vote for each share held of record on all matters submitted to a vote of holders of Common Stock, including the election of directors. There is no right to cumulate votes for the election of directors. Stockholders holding a majority of the voting power of the capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the Company's stockholders, and the vote by the holders of a majority of such outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Certificate of Incorporation. Holders of Common Stock are entitled to receive dividends pro rata based on the number of shares held, when, as and if declared by the Board of Directors, from funds legally available therefor, subject to the rights of holders of any outstanding preferred stock. In the event of the liquidation, dissolution or winding up of the affairs of the Company, all assets and funds of the Company remaining after the payment of all debts and other liabilities, subject to the rights of the holders of any outstanding preferred stock, shall be distributed, pro rata, among the holders of the Common Stock. Holders of Common Stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are, and the shares of Common Stock offered hereby will be when issued, fully paid and non-assessable. Warrants The Company does not have any warrants to purchase securities of the Company outstanding. Options The Company does not have any options to purchase securities of the Company outstanding. The Company may in the future establish an incentive stock option plan for its directors, officers, employees and consultants. Transfer Agent Pacific Stock Transfer of Las Vegas, Nevada has been appointed the transfer agent for the Shares. PART II Item 1. Market Price of, and Dividends on, the Registrant's Common Equity and Other Stockholder Matters The Company anticipates applying for a listing on the OTC Bulletin Board upon effectiveness of this registration statement. Currently, there is no public market for the Company's stock and there is no assurance that a public market will materialize. As of the date of this registration statement, there were Thirty-eight (38) registered shareholders in the Company. There are no dividend restrictions in the Company. None of the holders of the Company's common shares or warrants or options to purchase common shares have any right to require the Company to register its common shares pursuant to the Securities Act of 1933. Item 2. Legal Proceedings There are no legal proceedings pending or threatened against the Corporation. Item 3. Changes in and Disagreements with Accountants The Company has had no changes in or disagreements with its accountants since its inception in February 1999. Item 4. Recent Sales of Unregistered Securities The Company completed an offering of 650,000 common shares at a price of $0.01 per share on March 2, 1999 pursuant to Rule 504 of Regulation D of the Act, and Section 46(j) of the Securities Act of British Columbia. The Company completed an offering of 2,100,000 common shares at a price of $0.01 per share on March 4, 1999. The offering was completed pursuant to Rule 504 of Regulation D of the Act, and Section 46(j) of the Securities Act of British Columbia, and Section66(a) of the Securities Act of Alberta. The Company completed an offering of 100,000 common shares at a price of $0.20 per share on March 12, 1999. The offering was completed pursuant to Rule 504 of Regulation D of the Act, and Section 46(j) of the Securities Act of British Columbia. Item 5. Indemnification of Directors and Officers The officers and directors of the Company are indemnified as provided under the Nevada Revised Statutes (the "NRS") and the Bylaws of the Company. Under the NRS, director immunity from liability to a corporation or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a corporation's articles of incorporation (which is not the case with the Company's Articles of Incorporation). Excepted from that immunity are: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest; (ii) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful); (iii) a transaction from which the director derived an improper personal profit; and (iv) willful misconduct. The By-laws of the Company provide that the Company will indemnify its directors and officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is required to be made pursuant to the By-laws. The By-laws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the By-laws of the Company or otherwise. The By-laws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company. PART F/S FINANCIAL STATEMENTS The Company's audited Financial Statements, as described below, are attached hereto. 1. Audited financial statements for the period ending March 15, 1999, including: (a) Balance Sheet; (b) Statement of Loss and Deficit; (c) Statement of Cash Flows; (d) Statement of Stockholders' Equity; (e) Notes to Financial Statements. 2. Consent of Independent Accountant to use of financial statements. PART III INDEX TO EXHIBITS Exhibit 1: Articles of Incorporation Exhibit 2: Bylaws Exhibit 3: Mineral Property Option Agreement Exhibit 4: Agreement with John Rice Exhibit 5: Office Facilities and Service Contract Exhibit 6: Geological Report on the Miranda Property (Secret Basin Report) Exhibit 7: Consent of Geological Consultant to use of Report SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. BRADEN TECHNOLOGIES, INC. Date: April 19, 1999 By:_/s/ Peter Bell______________ PETER BELL President and Chief Executive Officer EX-99 2 BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) FINANCIAL STATEMENTS MARCH 15,1999 (Stated in U.S. Dollars) DeMello & Company Suite 650 - 999 West Broadway CGA Vancouver, B.C. V5Z IK5 R.F. DeMello Inc. Tel: (604) 730-4866 Fax: (604) 730-4840 CERTIFIED GENERAL ACCOUNTANT AUDITORS'REPORT To the Directors Braden Technologies, Inc. I have audited the balance sheet of Braden Technologies, Inc. (an exploration stage company) as at March 15, 1999 and the statements of loss and deficit accumulated during the development stage, cash flows and stockholders' equity for the period then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with United States and Canadian generally accepted auditing standards. Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at March 15, 1999 and the results of its operations and the cash flows for the period then ended in accordance with United States generally accepted accounting principles. Vancouver, B.C. /S/ DeMello & Co. Certified General Accountant April 6, 1999 BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) BALANCE SHEET MARCH 15,1999 (Stated in U.S. Dollars) - ------------------------------------------------------------- ASSETS Current Cash $ 47,412 Mineral property (Note 3) $ 1,000 $ 48,412 - ------------------------------------------------------------- LIABILITIES Current Accounts payable $ 2,345 SHAREHOLDERS' EQUITY Share Capital Authorized: 25,000,000 Common shares, par value $0.001 per share Issued and outstanding: 2,850,000 Common shares 2,850 Additional paid in capital 44,650 Deficit Accumulated During The Exploration Stage (1,433) 46,067 $ 48,412 - ------------------------------------------------------------- Approved by the Directors: /S/ R. Bailey /S/ Peter Bell BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF LOSS AND DEFICIT (Stated in U.S. Dollars) - ------------------------------------------------------------- Period From Date Of Organization Inception February 17 February 17 1999 1999 To March 15 To March 15 1999 1999 - ------------------------------------------------------------- Expenses Bank charges $ 4 $ 4 Professional fees 417 417 Office and sundry 84 84 Office facilities and services 928 928 Net Loss For The Period 1,433 $ 1,433 Deficit Accumulated During The Exploration Stage, Beginning Of Period ________ Deficit Accumulated During The Exploration Stage, End Of Period $ 1,433 Net Loss Per Share $ 0.01 Weighted Average Number of Shares Outstanding 1,580,769 BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF CASH FLOWS (Stated in U.S. Dollars) - ------------------------------------------------------------- Period From Date Of Organization Inception February 17 February 17 1999 1999 To March 15 To March 15 1999 1999 - ------------------------------------------------------------- Cash Flow From Operating Activities Net loss for the period $(1,433) $(1,433) Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities Change in accounts payable 2,345 2,345 ------------------------- 912 912 ------------------------- Cash Flow From Investing Activities Mineral property (1,000) (1,000) ------------------------- Cash Flow From Financing Activities Share capital issued 47,500 47,500 ------------------------- Increase In Cash 47, 412 47,412 Cash, Beginning Of Period - - ------------------------- Cash, End Of Period $47,412 $47,412 - ------------------------------------------------------------- BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY MARCH 15,1999 (Stated in U.S. Dollars) Common Stock ------------------------- Additional Paid-in Shares Amount Capital Deficit Total ---------------------------------------------- Shares issued for cash @ $0.01 2,750,000 $2,750 $24,750 $ $27,500 Shares issued for cash @ $0.20 100,000 100 19,900 - 20,000 Net loss for the period - - - (1,433) (1,433) ---------------------------------------------- Balance, March 15, 1999 2,850,000 $2,850 $44,650 $(1,433) $46,067 ---------------------------------------------- BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 15,1999 (Stated in U.S. Dollars) 1. NATURE OF OPERATIONS a) Organization The Company was incorporated in the State of Nevada, U.S.A. on February 17, 1999. b) Exploration Stage Activities The Company is in the process of exploring its mineral property and has not yet determined whether the property contains ore reserves that are economically recoverable. The recoverability of amounts shown as mineral property and related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims and the ability of the Company to obtain profitable production or proceeds from the disposition thereof. 2. SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: a) Mineral Property and Related Deferred Exploration Expenditures The Company defers all direct exploration expenditures on mineral properties in which it has a continuing interest to be amortized over the recoverable reserves when a property reaches commercial production. On abandonment of any property, applicable accumulated deferred exploration expenditures will be written off. To date none of the Company's properties have reached commercial production. At least annually, the net deferred cost of each mineral property is compared to management's estimation of the net realizable value, and a write-down is recorded if the net realizable value is less than the cumulative net deferred costs. BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 15, 1999 (Stated in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) b) Income Taxes The Company has adopted Statement of Financial Accounting Standards No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. c) Financial Instruments The Company's financial instruments consist of cash and accounts payable. Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted. d) Net Loss Per Share Net loss per share is based on the weighted average number of common shares outstanding during the period plus common share equivalents, such as options, warrants and certain convertible securities. This method requires primary earnings per share to be computed as if the common share equivalents were exercised at the beginning of the period or at the date of issue and as if the funds obtained thereby were used to purchase common shares of the Company at its average market value during the period. 3. MINERAL PROPERTY The Company has entered into an option agreement to acquire a 50% interest, subject to a 2.5% net smelter royalty, in the Secret Basin, Nevada property for the following consideration: - cash payment of U.S. $1,000; - exploration expenditures totalling U.S. $250,000 by February 28, 2002, U.S. $10,000 of which must be expended by February 28, 2000. Consideration to date $1,000 BRADEN TECHNOLOGIES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 15, 1999 (Stated in U.S. Dollars) 4. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date, The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and, if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. EX-23 3 DeMello & Company Suite 650 - 999 West Broadway CGA Vancouver, B.C. V5Z 1K5 R.F. DeMello Inc. Tel: (604) 730-4866 Fax: (604) 730-4840 CERTIFIED GENERAL ACCOUNTANT CONSENT OF INDEPENDENT ACCOUNTANTS I hereby consent to the inclusion of my audit report dated April 6, 1999, on the financial statements of Braden Technologies, Inc. for the period ended March 15, 1999 in the Company's Form 10 - SB. I also consent to the application of such report to the financial information in the Form 10 - SB, when such financial information is read in conjunction with the financial statements referred to in my report. Vancouver, B.C /S/ DeMello & Co. April 6,1999 Certified General Accountant EX-3 4 FILED# C 3753-99 Articles of Incorporation FEB 17 1999 (PURSUANT TO NRS 78) STATE OF NEVADA Secretary of State In the office of /S/ Dean Heller Dean Heller Secretary of State (For filing office use) (For filing office use) - ------------------------------------------------------------------- - ------------------------------------------------------------------- IMPORTANT: Read instructions on reverse side before completing this form. TYPE OR PRINT (BLACK INK ONLY) 1. NAME OF CORPORATION: Braden Technologies Inc. 2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada where process may be served) Name of Resident Agent: Michael A. Cane Street Address: 101 Convention Center Dr. Suite 1200 Las Vegas, NV 89109 3. SHARES: (number of shares the corporation is authorized to issue) Number of shares with par value: 25 Million Par value: $.001 No. without par value: 4. GOVERNING BOARD: shall be styled as (check one): X Directors Trustees The FIRST BOARD OF DIRECTORS shall consist of 1 member(s) and the names and addresses are as follows: Michael A. Cane 101 Convention Center Dr. Suite #1200 Las Vegas, NV 89109 5. PURPOSE:(optional): The purpose of the corporation shall be: 6. OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information pursuant to NRS 78.037 or any other information you deem appropriate. If any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached 0 . 7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the articles. Michael A. Cane P.O. Box 12927, Las Vegas, NV 89112 /S/ Michael A. Cane Signature State of Nevada, County of Clark This instrument was acknowledged before me on February 17, 1999 by Michael A. Cane as incorporator of Braden Technologies Inc. /S/Ann Marie Gibson Notary Public Signature (affix notary stamp or seal) 8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT: I, Michael A. Cane hereby accept appointment as Resident Agent for the above named corporation. /S/ Michael A. Cane 02-17-99 Signature of Resident Agent Date EX-3 5 BYLAWS OF BRADEN TECHNOLOGIES INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be in the City of Las Vegas, State of Nevada. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II CORPORATE SEAL Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE III STOCKHOLDERS' MEETINGS Section 4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof. Section 5. Annual Meeting. (a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors,(B)otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. (c) Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded. (d) For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Section 6. Special Meetings. (a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board of Directors, shall determine. (b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held. Section 7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than one percent (1%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series. Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period. Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Nevada Court of Chancery for relief as provided in the General Corporation Law of Nevada, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest. Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present. Section 13. Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of all stockholders. Section 14. Organization. (a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. (b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. ARTICLE IV DIRECTORS Section 15. Number and Qualification. The authorized number of directors of the corporation shall be not less than one (1) nor more than twelve (12) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. Section 16. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation. Section 17. Election and Term of Office of Directors. Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation. Section 18. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director. Section 19. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified. Section 20. Removal. Subject to the Articles of Incorporation, any director may be removed by: (a) the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause; or (b) the affirmative and unanimous vote of a majority of the directors of the Corporation, with the exception of the vote of the directors to be removed, with or without cause. Section 21. Meetings. (a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it. (b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors. (c) Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors. (d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (e) Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. (f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. Section 22. Quorum and Voting. (a) Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one- third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws. Section 23. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Section 24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor. Section 25. Committees. (a) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. (b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws. (c) Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. (d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. Section 26. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. ARTICLE V OFFICERS Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Direction. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors. Section 28. Tenure and Duties of Officers. (a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. (b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28. (c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. (d) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. (f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. Section 29. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof. Section 30. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer. Section 31. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors. ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION Section 32. Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 33. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President. ARTICLE VII SHARES OF STOCK Section 34. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. Section 35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. Section 36. Transfers. (a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares. (b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Nevada. Section 37. Fixing Record Dates. (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Section 38. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada. ARTICLE VIII OTHER SECURITIES OF THE CORPORATION Section 39. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation. ARTICLE IX DIVIDENDS Section 40. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation. Section 41. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X FISCAL YEAR Section 42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XI INDEMNIFICATION Section 43. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents. (a) Directors Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is required to be made under subsection (d). (b) Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the Nevada General Corporation Law. (c) Expense. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation. (d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under the Nevada General Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation. (e) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada General Corporation Law. (f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (g) Insurance. To the fullest extent permitted by the Nevada General Corporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw. (h) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. (i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law. (j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply: (i) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. (ii) The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding. (iii) The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (iv) References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise. (v) References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw. ARTICLE XII NOTICES Section 44. Notices. (a) Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent. (b) Notice to directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director. (c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained. (d) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission. (e) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. (f) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice. (g) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful. (h) Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph. ARTICLE XII AMENDMENTS Section 45. Amendments. The Board of Directors shall have the power to adopt, amend, or repeal Bylaws as set forth in the Articles of Incorporation. ARTICLE XIV LOANS TO OFFICERS Section 46. Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. Declared as the By-Laws of BRADEN TECHNOLOGIES INC. as of the 18TH day of February, 1999. Signature of Officer: /s/ Peter Bell Name of Officer: Peter William Bell Position of Officer: President, Secretary, Treasurer and Director EX-10 6 MINERAL PROPERTY OPTION AGREEMENT THIS AGREEMENT is dated for reference the 18th day of February, 1999. BETWEEN: MIRANDA INDUSTRIES INC. Suite 505 - 1155 Robson Street Vancouver, B.C. V6E 1B5 (the "Optionor") OF THE FIRST PART AND: BRADEN TECHNOLOGIES INC. Suite 1880, Royal Centre 1055 West Georgia Street Vancouver, B.C. V6E 3P3 ("Braden") OF SECOND PART WHEREAS the Optionor holds the option to acquire an undivided 100% right, title and interest in and to certain mineral claims under the Underlying Agreement as hereinafter defined; AND WHEREAS Braden is desirous of acquiring a 50% right, title and interest in and to the Property as hereinafter defined on the terms and conditions contained in this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. DEFINITIONS 1.01 In this Agreement: (a) "Exploration and Development" means any and all activities comprising or undertaken in connection with the exploration and development of the Property, the construction of a mine and mining facilities on or in proximity to the Property and placing the Property into commercial production; (b) "Property" means and includes: (i) the mining claims more particularly described in Schedule AA attached hereto and forming part hereof; and (ii) all rights and appurtenances pertaining to the mining claims more particularly described in Schedule AA including all water and water rights, rights of way, and easements, both recorded and unrecorded, to which the Optionor is entitled in respect thereof; (c) "Property Acquisition Costs" means and includes all cash payments due to Rice under the terms of the Underlying Agreement. In such cases where common stock of Miranda Industries Inc. ("Miranda") (the "Shares") is to be issued to Rice under the terms of the Underlying Agreement, Braden shall pay to Miranda a sum equal to the average closing price of Miranda common stock for the 15 full trading days immediately preceding the date of the event that triggers the requirement for the issuance of Shares under the Underlying Agreement. (d) "Property Expenditures" means all reasonable and necessary monies expended on or in connection with Exploration and Development as determined in accordance with generally accepted accounting principles including, without limiting the generality of the foregoing: (i) the cost of entering upon, surveying, prospecting and drilling on the Property; (ii) the cost of any geophysical, geochemical and geological surveys relating to the Property; (iii)all filing and other fees and charges necessary or advisable to keep the Property or any part or parts thereof in good standing with any regulatory authorities having jurisdiction; (iv) all rentals, royalties, taxes (exclusive of all income taxes and mining taxes based on income and which are or may be assessed against any of the parties hereto) and any assessments whatsoever, whether the same constitute charges on the Property or arise as a result of the operation thereon; (v) the cost, including rent and finance charges, of all buildings, machinery, tools, appliances and equipment and related capital items that may be erected, installed and used from time to time in connection with Exploration and Development; (vi) the cost of construction and maintenance of camps required for Exploration and Development; (vii)the cost of transporting persons, supplies, machinery and equipment in connection with Exploration and Development; (viii)all wages and salaries (including fringe benefits as are usually paid in Canadian mineral exploration business) of persons engaged in Exploration and Development and any assessments or levies made under the authority of any regulatory body having jurisdiction with respect to such persons or supplying food, lodging and other reasonable needs for such persons; (ix) all costs of consulting and other engineering services including report preparation; (x) the cost of compliance with all statutes, orders and regulations respecting environmental reclamation, restoration and other like work required as a result of conducting Exploration and Development; and (xi) all costs of searching for, digging, working, sampling, transporting, mining and procuring diamonds, other minerals, ores, and metals from and out of the Property; (e) "Underlying Agreement" means that certain agreement with respect to the Property dated February 12, 1997 between John Rice ("Rice") and Miranda Industries Inc. and attached hereto as Schedule BB. 2. ACQUISITION OF INTEREST 2.01 The Optionor hereby grants to Braden the exclusive right and option to acquire an undivided 50% right, title and interest in and to the Property for total consideration consisting of cash payments to the Optionor totalling $1000 and the incurrence of Property Expenditures totalling $250,000 to be made as follows: (a) upon execution of this Agreement, the payment to the Optionor of the sum of $1000; (b) by February 28, 2000 the incurrence of Property Expenditures in the amount of $10,000; (c) by February 28, 2002, the incurrence of Property Expenditures in the cumulative amount of $250,000. 2.02 Braden shall pay all Property Acquisition Costs until Braden has earned an undivided 50% right, title and interest in and to the Property pursuant to paragraph 2.01. 2.03 The Optionor shall be the operator with respect to the incurrence of Property Expenditures pursuant to subparagraphs 2.01(b) and (c). The Optionor agrees to conduct its operatorship of the Property in a diligent and workmanlike fashion at a cost no greater than standard industry rates. 2.04 Upon making the cash payments, Property Maintenance Costs, and Property Expenditures as specified in paragraph 2.01, Braden shall have acquired an undivided 50% right, title and interest in and to the Property. 2.05 This Agreement is an option only and the doing of any act or the making of any payment by Braden shall not obligate Braden to do any further acts or make any further payments. 2.06 Braden recognises that this agreement is subject to an Underlying Agreement whereby the Optionor has the option to acquire its 100% interest in the Property. Braden hereby agrees that this Agreement is subject to the terms of the Underlying Agreement and Braden hereby agrees to be bound by the terms of the Underlying Agreement, insofar as it is applicable. 3. TRANSFER OF TITLE 3.01 Upon execution of this Agreement, Braden shall be entitled to record this Agreement against title to the Property. 3.02 Upon completion by Braden of the Property Expenditures referred to in subparagraph 2.01 (c), the Optionor shall deliver to Braden a duly executed Quitclaim Deed for the transfer of an undivided 50% interest in and to the Property to Braden. 4. JOINT VENTURE 4.01 Upon Braden acquiring an interest in the Property pursuant to paragraph 2.01, the Optionor and Braden agree to join and participate in a single purpose joint venture ( the " Joint Venture") for the purpose of further exploring and developing and, if economically and politically feasible, constructing and operating a mine on the Property. The Joint Venture shall be governed by an agreement which shall be entered into by the parties incorporating the principles outlined in Schedule CC hereto. 5. RIGHT OF ENTRY 5.01 During the currency of this Agreement, Braden, its servants, agents and workmen and any persons duly authorized by Braden, shall have the right of access to and from and to enter upon and take possession of and prospect, explore and develop the Property in such manner as Braden in its sole discretion may deem advisable for the purpose of incurring Property Expenditures as contemplated by section 2, and shall have the right to remove and ship therefrom ores, minerals, metals, or other products recovered in any manner therefrom for testing or sampling purposes only. 6. COVENANTS OF BRADEN 6.01 Braden covenants and agrees that: (a) during the term of the option herein, Braden shall keep the Property clear of all liens, encumbrances and other charges and shall keep the Optionor and Rice indemnified in respect thereof; (b) Braden shall carry on all operations on the Property in a good and workmanlike manner and in compliance with all applicable governmental regulations and restrictions including but not limited to the posting of any reclamation bonds as may be required by any governmental regulations or regulatory authorities; (c) during the term of the option herein, Braden shall pay or cause to be paid any rates, taxes, duties, royalties, Workers' Compensation or other assessments or fees levied with respect to its operations thereon and in particular Braden shall pay the yearly claim maintenance payments necessary to maintain the claims in good standing; (d) Braden shall maintain books of account in respect of its expenditures and operations on the Property and, upon reasonable notice, shall make such books available for inspection by representatives of the Optionor or Rice; (e) Braden shall allow any duly authorized agent or representative of the Optionor or Rice to inspect the Property at reasonable times and intervals and upon reasonable notice given to Braden, provided however, that it is agreed and understood that any such agent or representative shall be at his own risk in respect of, and Braden shall not be liable for, any injury incurred while on the Property, howsoever caused; (f) Braden shall allow the Optionor or Rice access at reasonable times to all maps, reports, sample results and other technical data prepared or obtained by Braden in connection with its operations on the Property; (g) Braden shall indemnify and save the Optionor and Rice harmless of and from any and all costs, claims, loss and damages whatsoever incidental to or arising out of any work or operations carried out by or on behalf of Braden on the Property, including any liability of an environmental nature. 7. REPRESENTATIONS AND WARRANTIES 7.01 The Optionor hereby represents and warrants that: (a) the Underlying Agreement is in good standing; (b) it has not done anything whereby the mineral claims comprising the Property may be in any way encumbered, other than by the Underlying Agreement; (c) it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with its charter documents or any contract or other commitment to which it is party; and (d) the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions including the resolution of its Board of Directors. 7.02 Braden hereby represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with its charter documents or any contract or other commitment to which it is party; and (b) the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions including the resolution of its Board of Directors. 8. ASSIGNMENT 8.01 With the consent of the other party, which consent shall not be unreasonably withheld, Braden, the Optionor and Rice each has the right to assign all or any part of its interest in this Agreement and or in the Property, subject to the terms and conditions of this Agreement. It shall be a condition precedent to any such assignment that the assignee of the interest being transferred agrees to be bound by the terms of this Agreement, insofar as they are applicable. 9. CONFIDENTIALITY OF INFORMATION 9.01 The parties to this Agreement (the "Parties") shall treat all data, reports, records and other information of any nature whatsoever relating to this Agreement and the Property as confidential, except where such information must be disclosed for public disclosure requirements of a public company. 10. TERMINATION 10.01 Until such time as Braden has acquired an undivided 50% interest in the Property pursuant to section 2, this Agreement shall terminate upon any of the following events: (a) upon the failure of Braden to make a payment or incur Property Expenditures required by and within the time limits prescribed by paragraph 2.01; (b) in the event that Braden, not being at the time in default under any provision of this Agreement, gives 30 day's written notice to the Optionor of the termination of this Agreement; (c) in the event that Braden shall fail to comply with any of its obligations hereunder, other than the obligations contained in paragraph 2.01, and subject to paragraph 11.01, and within 30 days of receipt by Braden of written notice from the Optionor of such default, Braden has not: (i) cured such default, or commenced proceedings to cure such default and prosecuted same to completion without undue delay; or (ii) given the Optionor notice that it denies that such default has occurred. In the event that Braden gives notice that it denies that a default has occurred, Braden shall not be deemed in default until the matter shall have been determined finally through such means of dispute resolution as such matter has been subjected to by either party. 10.02 Upon termination of this Agreement under paragraph 10.01, Braden shall: (a) transfer its interest in title to the Property, in good standing to the Optionor free and clear of all liens, charges, and encumbrances; (b) turn over to the Optionor copies of all maps, reports, sample results, contracts and other data and documentation in the possession of Braden or, to the extent within Braden's control, in the possession of its agents, employees or independent contractors, in connection with its operations on the Property; and (c) ensure that the Property is in a safe condition and complies with all environmental and safety standards imposed by any duly authorized regulatory authority. 10.03 Upon the termination of this Agreement under paragraph 10.01, Braden shall cease to be liable to the Optionor in debt, damages or otherwise save for the performance of those of its obligations which theretofore should have been performed, including those obligations in paragraph 10.02. 10.04 Upon termination of this Agreement, Braden shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures. 11 FORCE MAJEURE 11.01 The time for performance of any act or making any payment or any expenditure required under this Agreement shall be extended by the period of any delay or inability to perform due to fire, strikes, labour disturbances, riots, civil commotion, wars, acts of God, any present or future law or governmental regulation, any shortages of labour, equipment or materials, or any other cause not reasonably within the control of the party in default, other than lack of finances. 12. REGULATORY APPROVAL 12.01 If this Agreement is subject to the prior approval of any securities regulatory bodies, then the Parties shall use their best efforts to obtain such regulatory approvals. 13 NOTICES 13.01 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or mailed postage prepaid or if given by telegram, telex or telecopier, addressed as follows: In the case of the Optionor: Miranda Industries Inc. Suite 505 - 1155 Robson St. Vancouver, B.C. V6E 1B5 Telecopier: (604) 689-1722 In the case of Braden : Braden Technologies Inc. Suite 1880 Royal Centre 1055 West Georgia Street Vancouver, B.C. V6E 3P3 Telecopier: (604) 687-6650 and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the third business day following the date of mailing, or, if telegraphed, telexed or telecopied, on the same day as the telegraphing, telexing or telecopying thereof PROVIDED HOWEVER that during the period of any postal interruption in Canada any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purposes of this paragraph 13.01. 14 GENERAL TERMS AND CONDITIONS 14.01 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement. 14.02 This Agreement shall constitute the entire agreement between the parties with respect to the Property. No representations or inducements have been made save as herein set forth. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto. This Agreement shall supersede all previous written, oral or implied understandings between the parties with respect to the matters covered hereby. 14.03 Time shall be of the essence of this Agreement. 14.04 The titles to the sections in this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only. 14.05 Unless otherwise noted, all currency references contained in this Agreement shall be deemed to be references to United States funds. 14.06 Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 14.07 The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Defined terms contained in this Agreement shall have the same meanings where used in the Schedules. 14.08 This Agreement shall be governed by and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable therein. 14.09 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written. THE COMMON SEAL OF MIRANDA INDUSTRIES INC. was hereunto affixed C/S in the presence of: /S/ Dennis Higgs THE COMMON SEAL OF BRADEN C/S TECHNOLOGIES INC. was hereunto affixed in the presence of: /S/ Peter Bell SCHEDULE "AA" PROPERTY DESCRIPTION List of Secret Basin Claims Claim Name NMC # Basin 1 769652 Basin 2 769653 Basin 3 769654 Basin 4 769655 Basin 5 769656 Basin 6 769657 Basin 7 769658 Basin 8 769659 Basin 9 769660 Basin 10 769661 Basin 11 769662 Basin 12 769663 Basin 13 769664 Basin 14 769665 Basin 15 769666 Basin 16 769667 Basin 17 769668 Basin 18 769669 Basin 19 769670 Basin 20 769671 Basin 21 769672 Basin 22 769673 Basin 23 769674 Basin 24 769675 Basin 25 796398 Basin 26 796399 Basin 27 796400 Basin 28 796401 Basin 29 796402 Basin 30 796403 Basin 31 796404 Basin 32 796405 Basin 33 769684 Basin 34 769685 Basin 35 769686 Basin 36 769687 Basin 37 769688 SCHEDULE "BB" ATTACHMENT: AGREEMENT DATED FEBRUARY 12, 1997, BETWEEN JOHN RICE AND MIRANDA INDUSTRIES INC.and/or MIRANDA U.S.A. INC. SCHEDULE "CC" PRINCIPLES TO BE INCORPORATED IN JOINT VENTURE AGREEMENT 1. The initial beneficial interest of the parties (the "Joint Venturers") in the Joint Venture, including the mineral claims comprising the property, any mining leases, surface rights, building, equipment, plant, installations, infrastructure, housing, airport and all other facilities, rights and interests shall be Braden as to 50% and the Optionor as to 50%. The deemed contribution of each party to the Joint Venture shall be $250,000. 2. Upon the formation of the Joint Venture, a Management Committee consisting of a representative of each Joint Venturer shall be formed to manage the activities of the Operator on the Claim or in relation thereto, including but not limited to production decisions and considering and approving all work programs. 3. Each Joint Venturer's representative to the Management Committee shall be entitled to cast that number of votes which is equal in number to the percentage beneficial interest in the Joint Venture held by the respective Joint Venturer in accordance with this Schedule CC. All decisions and approvals shall be made by a simple majority of the votes cast. Notwithstanding the foregoing, if a Joint Venturer at any time fails to contribute, pro rata according to its beneficial interest in the Joint Venture, to any annual work program other than one to which it has elected not to contribute pursuant to paragraph 6 of this Schedule CC, the Management Committee shall immediately be deemed to be and shall be composed only of the representative of the other Joint Venturers. 4. The initial Operator of the Joint Venture shall be Braden unless and until such time as Braden's beneficial interest in the Joint Venture is reduced below 50%, at which point the Management Committee shall appoint an Operator. The Operator shall report to and take instructions from the Management Committee. 5. After formation of the Joint Venture, unless a Joint Venturer has elected not to participate or has elected to participate to a lesser extent than its then existing beneficial interest in a program pursuant to paragraph 6 of this Schedule CC, each Joint Venturer shall participate in funding future Property Costs in proportion to its respective beneficial interest in the Joint Venture. A Joint Venturer may elect to participate in a program to a lesser extent than its then existing respective beneficial interest in the Joint Venture. For the purposes of this Schedule CC, "Property Costs" shall mean all funds required following formation of the Joint Venture to acquire, explore for, develop, build, operate and maintain an efficient mine on the Claim as called for by the Operator in accordance with the directives of the Management Committee of the Joint Venture. 6. The Operator shall submit an annual work program to the Management Committee for approval. If the Operator fails to submit such a program, the Non-Operator may submit such a program. Before a production decision is made with respect to the Property, a Joint Venturer may elect not to participate or to participate to a lesser extent than its then existing beneficial interest in any annual work program before costs have been incurred thereunder, in which event the provisions of paragraphs 7 and 8 of this Schedule CC shall govern. The election of any party to participate must be made within 30 days of the submission of an annual work program and budget, failing which such party shall be deemed to have elected not to participate in such program. 7. If the Joint Venturer elects not to participate or to participate to a lesser extent than its then existing beneficial interest in any annual work program pursuant to paragraph 6 of this Schedule CC, that Joint Venturer's beneficial interest in the Joint Venture shall be reduced while that of the other Joint Venturer is increased so that, subject to paragraph 9 and 10 of this Schedule CC, the beneficial interest of each Joint Venturer shall be at all times proportionate to the sum of the total Property Costs of both Joint Venturers. 8. If a Joint Venturer elects not to participate or to participate to a lesser extent than its then existing beneficial interest in any annual work program pursuant to paragraph 6 of this Schedule CC, and provided that its beneficial interest has not been reduced below 5%, that Joint Venturer may elect to participate in the funding of future Property Costs, commencing with the next annual work program, to the extent of its then existing beneficial interest in the Joint Venture. 9. If the beneficial interest of a Joint Venturer (the "Diluted Venturer") is reduced below 5%, the Diluted Venturer shall be deemed to have assigned and conveyed its beneficial and legal interest in the Joint Venture to the other Joint Venturer and shall be entitled thereafter, in lieu of a Joint Venture interest, to a royalty from the Property equivalent to 2% of net smelter returns. The Property shall be immediately transferred into the other Joint Venturer's name alone and the Joint Venture Agreement shall thereby be terminated subject to any then outstanding liabilities between the parties. 10. If a Joint Venturer (the "Non-Contributing Venturer") at any time fails to contribute, pro rata according to its beneficial interest in the Joint Venture, to any annual work program other than one to which it has elected not to contribute pursuant to paragraph 6 of this Schedule CC, the Non-Contributing Venturer shall be deemed to have assigned and conveyed its beneficial and legal interest in the Joint Venture to the other Joint Venturer and shall be entitled thereafter, in lieu of a Joint Venture interest to a royalty from the Property equivalent to 2 % of net smelter returns. The Property shall be immediately transferred into the other Joint Venturers name alone and the Joint Venture Agreement shall be terminated subject to any then outstanding liabilities between the parties. 11. Each Joint Venturer shall provide to the other all reports, maps, logs or other data whatsoever relating to the Property in their possession or otherwise under their control. 12. Any dispute arising under this agreement shall be forthwith submitted to a single arbitrator in accordance with the provisions of the Commercial Arbitration Act (British Columbia). EX-10 7 AGREEMENT THIS AGREEMENT is dated for reference the 12th day of February, 1997. BETWEEN: JOHN RICE P.O. Box 20074 Reno, Nevada 89515 (the "Vendor") OF THE FIRST PART AND: MIRANDA INDUSTRIES INC. and /or MIRANDA U.S.A. INC. Suite 505 - 1155 Robson Street Vancouver, B.C. V6E 1B5 ("Miranda") OF THE SECOND PART WHEREAS the Vendor has identified a mineral prospect suitable for staking which the parties have agreed will be staked in the name of Miranda on the terms and conditions contained in this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual convenants and agreements hereinafter contained, the parties hereto agree as follows: 1. DEFINITIONS 1.01 In this Agreement: (a) "Exchange" means Vancouver Stock Exchange (b) "Property" means and includes: (i) those mining claims to be staked in the name of Miranda which, once staked, will be described in a Schedule A and appended to this agreement; (ii) all rights and appurtenances pertaining to the mining claims including all water and water rights, rights of way, and easements, both recorded and unrecorded, to which Miranda is entitled in respect thereof; (c) "Grade-Thickness" in feet-ounces/ton means the result of multiplying a drill hole intercept length, measured in feet, by the grade of the gold values in the intercept, measured in ounces/ton. For clarity, a Grade-Thickness of 4 feet-ounces/ton could be a drill hole intercept of 100 feet multiplied by a grade of 0.04 ounces gold per ton. 2. ACQUISITION OF INTEREST 2.01 The Vendor hereby grants to Miranda an undivided 100% right, title and interest in and to the Property for total consideration consisting of the staking of the Property, cash payments to the Vendor totalling $5,000, and the issuance of 70,000 common shares of Miranda Industries Inc. ("MAD") to be made as follows: (a) $5,000 and the issuance to the Vendor of 10,000 common shares of MAD upon approval of this Agreement by the Exchange and the staking in the name of Miranda of at least twenty mining claims covering the prospect identified by the Vendor and made known to Miranda, to be described in Schedule "A" hereto; (b) within 30 days of the date upon which Miranda issues a news release on the results of a drill program in which a grade-thickness of 4 feet-ounces/ton was received, the issuance to the Vendor of 10,000 common shares of MAD; (c) within 30 days of the date upon which Miranda receives the final, signed version of a positive pre-feasibility study on the Property, prepared by an independent, qualified party, the issuance to the Optionor of 20,000 common shares of MAD; and (d) within 30 days of the date upon which Miranda receives the final, signed version of a positive feasibility study on the Property, prepared by an independent, qualified party, the issuance to the Optionor of 30,000 common shares of MAD. 2.02 The share issuances provided for in subparagraphs 2.01 (b), (c) and (d) shall in each case be subject to the prior approval of the Exchange, based on the submission of engineering data satisfactory to the Exchange, which Miranda undertakes to use its best efforts to file within a reasonable period of time so as to obtain the necessary approval by earliest possible date. Notwithstanding any other provision of this agreement, so long as Miranda has filed the engineering data referred to herein with the Exchange within a reasonable time after receiving same, the time for making any cash payment or share issuance referred to in this paragraph shall be extended, where necessary, to the day that is five business days following the receipt by Miranda of the necessary Exchange approval. 2.03 The Vendor acknowledges that the shares to be issued pursuant to paragraph 2.01 will be issued pursuant to available exemptions under the Securities Act (British Columbia), the requirements of which may be subject to change. Miranda makes no representation as to any resale restrictions which may be imposed with respect to such shares from time to time. 2.04 The doing of any act or the incurrence of any share issuances or cash payments by Miranda shall not obligate Miranda to do any further acts or make any further share issuances or payments. 3. TRANSFER OF TITLE 3.01 Upon execution of this Agreement, the Vendor shall deliver to Miranda title to the claims staked in the name of Miranda, or duly executed transfers to Miranda of a 100% interest in and to the Property. The claims shall have been duly recorded with all necessary government bodies so as to make the claims fully valid and legal. 4. RIGHT OF ENTRY 4.01 During the currency of this Agreement, Miranda, its servants, agents and workmen and any persons duly authorized by Miranda, shall have the right of access to and from and to enter upon and take possession of and prospect, explore and develop the Property in such manner as Miranda in its sole discretion may deem advisable and shall have the right to remove and ship therefrom ores, minerals, metals, or other products recovered in any manner therefrom. 4.02 Miranda shall be provided access to all maps, reports, assay results and other technical data in the possession or under the control of the Vendor with respect to the Property and shall be entitled to take copies thereof. 5. REPRESENTATIONS AND WARRANTIES 5.01 The Vendor hereby represents and warrants that: (a) upon staking of the Property, Miranda will be the sole and exclusive registered and beneficial owner of the mineral claims comprising the Property and the Vendor has the right to enter into this Agreement to stake the claims and assign an interest in the Property absolutely in accordance with the terms of this Agreement; (b) the mineral claims comprising the Property have been properly staked and recorded in compliance with the laws of Nevada and there are no disputes over the title, staking or recording of such mineral claims; (c) the mineral claims comprising the Property will be in good standing and are free and clear of any liens, charges or encumbrances of any nature or kind whatsoever; and (d) the Vendor has not done anything whereby the mineral claims comprising the Property may be in any way encumbered. 5.02 Miranda hereby represents and warrants that: (a) Miranda has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of Miranda or any contract or other commitment to which Miranda is party; and (b) the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions including the resolution of the Board of Directors of Miranda. 6. CONFIDENTIALITY OF INFORMATION 6.01 The Vendor shall treat all data, reports, records and other information of any nature whatsoever relating to this Agreement and the Property as confidential. While this Agreement is in effect, the Vendor shall not, without the express written consent of Miranda, disclose to any third party any information concerning the Property or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of Miranda while any material, confidential information in its possession relating to this Agreement or the Property remains undisclosed to the general public. 7. ASSIGNMENT 7.01 Each party has the right to assign all or any part of its interest in this Agreement and in the Property, subject to the terms and conditions of this Agreement. It shall be a condition precedent to any such assignment that the assignee of the interest being transferred agrees to be bound by the terms of this Agreement, insofar as they are applicable. Notwithstanding the foregoing Miranda has the unfettered right to assign the benefit of this Agreement and its interest in the Property to its wholly-owned U.S. subsidiary. 8. TERMINATION 8.01 This Agreement shall terminate upon the occurrence of one of the following events: (a) in the event that Miranda, not being at the time in default under any provision of this Agreement, gives 30 days' written notice to the Vendor of the termination of this Agreement; (b) in the event that Miranda shall fail to comply with any of the requirements to issue shares and make cash payments in the amounts and within the time limits set forth in article 2; (c) in the event that Miranda shall fail to comply with any of its obligations hereunder, subject to paragraph 9.01, within 30 days of receipt by Miranda of written notice from the Vendor of such default, Miranda has not: (i) cured such default, or commenced proceedings to cure such default and prosecuted same to completion without undue delay; or (ii) given the Vendor notice that it denies that such default has occurred. In the event that Miranda gives notice that it denies that a default has occurred, Miranda shall not be deemed in default until the matter shall have been determined finally through such means of dispute resolution as such matter has been subjected to by either party. 8.02 Upon the termination of this Agreement under paragraph 8.01, Miranda shall cease to be liable to the Vendor in debt, damages or otherwise. 8.03 Upon termination of this Agreement under paragraph 8.01, Miranda shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the property for a period of six months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures. 9. FORCE MAJEURE 9.01 The time for performance of any act or making any payment or any expenditure required under this Agreement shall be extended by the period of any delay or inability to perform due to fire, strikes, labour disturbances, riots, civil commotion, wars, acts of God, any present or future law or governmental regulation, any shortages of labour, equipment or materials, or any other cause not reasonably within the control of the party in default, other than lack of finances. 10. REGULATORY APPROVAL 10.01 This Agreement is subject to the prior approval of the Exchange. Miranda shall use its best efforts to obtain such approval as soon as reasonably possible. 11. AFTER-ACQUIRED PROPERTY 11.01 In the event that at any time hereafter either party shall acquire any mining claim, lease, or other mineral right or interest within a one mile radius of the outside boundary of the Property to be described in Schedule A hereto, such interest shall be deemed to have been acquired on behalf of and for the benefit of the parties, pursuant to the terms of this Agreement and such after-acquired interest as aforesaid shall be included in and shall form a part of the definition of "Property" contained in paragraph 1.01 and shall be subject to this Agreement as if it had been originally so included. 12. NOTICES 12.01 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or mailed postage prepaid or if given by telegram, telex or telecopier, addressed as follows: In the case of the Vendor: John Rice P.O. Box 20074 Reno, NV. 89515 Telecopier: (702) 856-6053 In the case of Miranda: Miranda Industries Inc. Suite 505 - 1155 Robson Street Vancouver, B.C. V6E 1B5 Telecopier: (604) 689-1722 and any such notice given as aforesaid shall be deemed to have been given to the parties hereto is delivered, when delivered, or if mailed, on the third business day following the date of mailing, or, if telegraphed, telexed or telecopied, on the same day as the telegraphing, telexing or telecopying thereof PROVIDED HOWEVER that during the period of any postal interruption in Canada or the United States, any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purposes of this paragraph 12.01. 13. GENERAL TERMS AND CONDITIONS 13.01 The parties hereto hereby covenant and agree that they will execute such further agreements conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement. 13.02 This Agreement shall constitute the entire agreement between the parties with respect to the Property. No representations or inducements have been made save as herein set forth. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto. This Agreement shall supersede all previous written, oral or implied understandings between the parties with respect to the matters hereby. 13.03 Time shall be of the essence of this Agreement. 13.04 The titles to the sections in this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only. 13.05 All currency references contained in this Agreement shall be deemed to be references in United States funds. 13.06 Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 13.07 The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Defined terms contained in this Agreement shall have the same meanings where used in the Schedules. 13.08 This Agreement shall be governed by and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable therein. 13.09 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written. SIGNED, SEALED and DELIVERED by JOHN RICE in the presence of: /s/ Jon Foruria /s/ John Rice JOHN RICE THE COMMON SEAL OF MIRANDA C/S INDUSTRIES INC. was hereunto affixed in the presence of: /s/ Dennis Higgs SCHEDULE "A" Secret Basin property covering claims in Section 35 and 36, Township 9N Range 40E as follows: Claim Name Location BLM NMC# Basin 1 Sec. 36, T9N R40E 769652 Basin 2 Sec. 1, T8N R40E, Sec. 36, T8N R40E 769653 Basin 3 Sec. 36, T9N R40E 769654 Basin 4 Sec. 1, T8N R40E, Sec. 36 T8N R40E 769655 Basin 5 Sec. 36, T9N R40E 769656 Basin 6 Sec. 1, T8N R40E, Sec. 36, 8N R40E 769657 Basin 7 Sec. 36, T9N R40E 769658 Basin 8 Sec. 1, T8N R40E, Sec. 36, T8N R40E 769659 Basin 9 Sec. 36, T9N R40E 769660 Basin 10 Sec. 1, 2 T8N R40E, Sec. 36, T9N R40E 769661 Basin 11 Sec. 35, 36, T9N R40E 769662 Basin 12 Sec. 2, T8N R40E, Sec. 35, 36, T9N R40E 769663 Basin 13 Sec. 35, T9N R40E 769664 Basin 14 Sec. 2, T8N R40E, Sec. 35, T9N R40E 769665 Basin 15 Sec. 35, T9N R40E 769666 Basin 16 Sec. 2, T8N R40E, Sec. 35, T9N R40E 769667 Basin 17 Sec. 35, T9N R40E 769668 Basin 18 Sec. 35, T9N R40E 769669 Basin 19 Sec. 35, T9N R40E 769670 Basin 20 Sec. 35, T9N R40E 769671 Basin 21 Sec. 35, T9N R40E 769672 Basin 22 Sec. 35, T9N R40E 769673 Basin 23 Sec. 35, T9N R40E 769674 Basin 24 Sec. 35, T9N R40E 769675 Basin 25 Sec. 35, T9N R40E 769676 Basin 26 Sec. 35, T9N R40E 769677 Basin 27 Sec. 35, T9N R40E 769678 Basin 28 Sec. 35, T9N R40E 769679 Basin 29 Sec. 34, 35, T9N R40E 769680 Basin 30 Sec. 34, 35, T9N R40E 769681 Basin 31 Sec. 34, T9N R40E 769682 Basin 32 Sec. 34, T9N R40E 769683 Basin 33 Sec. 36, T9N R40E 769684 Basin 34 Sec. 36, T9N R40E 769685 Basin 35 Sec. 36, T9N R40E 769686 Basin 36 Sec. 35, 36, T9N R40E 769687 Basin 37 Sec. 35, T9N R40E 769688 EX-10 8 OFFICE FACILITIES AND SERVICE CONTRACT AGREEMENT dated for reference the 17th day of February, 1999. BETWEEN: SENATE CAPITAL GROUP INC., a company Incorporated under the laws of British Columbia (hereinafter called "Senate") OF THE FIRST PART AND: BRADEN TECHNOLOGIES INC., a company incorporated under the laws of the State of Nevada (hereinafter called "Braden") OF THE SECOND PART WHEREAS Senate maintains an office with reception, secretarial services, accounting services, investor relations, office administration services including telephone and computer services at Suite 505 - 1155 Robson Street, Vancouver, B.C., V6E 1B5. AND WHEREAS Braden requires reception, secretarial services, accounting services, investor relations, office administration services including telephone and computer services and wishes Senate to provide same to Braden; NOW THEREFORE THE PARTIES HAVE AGREED and do hereby agree as follows: 1. Senate hereby agrees to provide reception, secretarial services, accounting services, investor relations, office administration services including telephone and computer services to Braden; 2. In consideration of Senate providing all the above mentioned services to Braden, Braden agrees to pay to Senate, $1000.00 U.S. per month payable on the 1st day of each month. 3. In addition to the above expense stated above, Braden agrees to reimburse Senate for any expenses directly attributable to Braden including, without limiting the generality of the foregoing, reception, secretarial services, accounting services, investor relations, telephone and computer services, photocopying charges, stationary, travel or printing expenses; 4. Braden shall pay any directly attributable expenses on receipt of an invoice from Senate; 5. This Agreement shall be for a term of one year commencing February 17, 1999 and ending February 29, 2000. 6. No amendment or termination of this Agreement shall be valid unless it is in writing and executed by both parties; 7. Time shall be of the essence of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. SENATE CAPITAL GROUP INC. ) C/S by its authorized signatory ) ) ) /s/ Dennis Higgs ) Signature of Authorized Signatory ) ) ) Name of Authorized Signatory BRADEN TECHNOLOGIES INC. ) C/S by its authorized signatory ) ) ) /S/ Peter Bell ) Signature of Authorized Signatory ) ) Peter W. Bell ) Name of Authorized Signatory ) EX-99 9 SECRET BASIN PROJECT Nye County, Nevada John A. Rice For MIRANDA USA February 18, 1999 TABLE OF CONTENTS SUMMARY 3 INTRODUCTION 4 LOCATION 4 HISTORY 4 REGIONAL GEOLOGY 6 LOCAL GEOLOGY 8 Stratigraphy 8 Structure 8 Alteration 10 Mineralization 12 RESULTS 12 CONCLUSIONS AND RECOMMENDATIONS 13 Table 1 Proposed Secret Basin Exploration Budget 16 List of Secret Basin Claims 18 FIGURES Figure 1 - Location Map Figure 2 - Secret Basin Caldera Structures Figure 3 - Geology Map Figure 4 - Secret Basin Property Figure 5 - Cross Section Figure 6 - Drill Hole Map APPENDICES Appendix A - Rock Chip Assays Appendix B - Soil Assays Appendix C - Drill Assays PLATES Plate 1 - Detailed Cross-Section of SB97-1 and SB97-6 Plate 2 - Detailed Cross-Section of SB97-4 SUMMARY The Secret Basin project is a volcanic hosted, epithermal gold- silver system. Mineralization is hosted within a structurally complex collapsed caldera environment. The alteration and mineralization observed to date would classify this deposit as a low sulfidation quartz-adularia epithermal system. The Secret Basin project is located in the southern Toiyabe Mountains approximately 38 miles (61 kms.) north of Tonopah, Nevada (Figure 1). The property consists of 37 unpatented claims. The primary zones of interest are two quartz vein zones that strike west-northwest across the collapsed caldera structure. The North vein zone can be traced for approximately 1,000 ft (305 meters) and the South vein zone can be followed for approximately 2,000 ft (610 meters). In plan, the two vein structures are 1,100 feet (335 meters) apart. Both veins dip north in varying amounts from 25? to 70?. Geologic mapping and drill data suggests that the North and South vein zones may have originally been the same structure prior to mineralization and caldera collapse. Upon collapse, the resurgent dome was faulted into many blocks that were downdropped, more in the center and less toward the rim. In this case, the South vein zone represents the upper part of the original vein and the North vein represents the more down dip portion of the original vein. This year's drill program tested both the North and South vein zones along strike and at different levels downdip. The vertical extent of the vein tested was approximately 1,000 ft (305 meters). The extent and intensity of silicification encountered in drilling and on the surface suggests that the North and South quartz vein structures exposed through the volcanic window represents a small portion of the mineralizing system. The volcanic host rocks, the amount and intensity of silicification and argillic alteration, and the structural setting of the epithermal system indicates there is strong possibility of a gold-silver deposit hosted within the vicinity. Although rock and soil assay and drill data suggests the best place to test would be down-dip on the North vein zone, recent sampling suggests that it is open to the west. The surface cover and changes with depth suggest that a geophysical program to aid in the delineation of subsurface silicification and sulfide mineralization is warranted. In light of the large area of potential, it is suggested that an IP (induced potential) geophysical survey be conducted. Because of the potential to find a significant precious metal deposit in the Secret Basin area, exploration should be done. An initial $11,000 gradient IP survey is recommended for the project. It should be centered around the eastern edge of the window and on the exposures of the North and South veins. It should cover about one square mile over the eastern half of the window. Contingent upon the results of this program, drilling should follow up on the defined targets. The follow up drill program would cost about $99,000. INTRODUCTION The Secret Basin property is located on the eastern edge of the Walker Lane structural trend between the Round Mountain and Paradise Peak Mines (Figure 1). The Walker Lane mineralized belt includes deposits such as Comstock (8.2 million ozs Au), Rawhide (1.6 million ozs Au), Aurora (1 million ozs Au), Paradise Peak (1.53 million ozs Au), Tonopah (1.9 million ozs Au), Goldfield (4.84 million ozs Au), and Bullfrog (2.7 million ozs Au). Walker Lane deposits are characterized by their volcanic host rocks and structural complexity (Figure 2). Secret Basin is a volcanic hosted, epithermal gold-silver exploration project. It is situated within a collapsed caldera setting in the southern part of the Toiyabe Mountains. LOCATION Secret Basin is located in Sections 1-3, T8N, R40E and Sections 34-36, T9N, R40E in the southern Toiyabe Mountains approximately 38 miles (61 kms.) north of Tonopah, Nevada. Eighty lode claims have been located by Miranda USA on land administered by the U. S. Forest Service. Secret Basin is approximately 22 miles (35 kms.) west-southwest of Round Mountain (8 million ozs Au) and 31 miles (50 kms.) east-southeast of Paradise Peak. The project is located 20 miles (32 kms.) north of the Hall molybdenum mine and 7 miles (11 kms.) north of the Green Lizard copper prospect. Homestake Mining Company was exploring in the East Golden area approximately 8 miles (13 kms.) west-northwest of Secret Basin. HISTORY The property was originally prospected for its' mercury potential over 50 years ago. Later, fluorspar was mined from the Colton Mine in the main part of the district. In the early-mid seventies, Louisiana Land and Minerals drilled 8-10 holes, presumably testing for fluorspar. These holes are vertical, large diameter (12-14 inches) conventional drill holes. Freeport Exploration (now Independence Mining) located claims in the area but chose not to pursue making a deal with the land owner that controlled claims over the main part of the property. Miranda USA located 37 claims on the property in January 1997 after the property became open. An additional 43 claims were located in October 1997 after encountering encouraging evidence of mineralization during their first phase of drilling. Miranda now controls 35 unpatented claims (Appendix A). Figure 1 Location Map - State of Nevada Miranda USA REGIONAL GEOLOGY There are two primary ages of volcanic activity represented in the southern Toiyabe Range. The oldest volcanic rocks exposed in the area are ash-flow tuffs of the middle volcanic sequence as described by Kleinhampl and Ziony (1985). Ash-flow tuffs of the middle volcaninc sequence are common to both the southern Toiyabe Mountains and the Shoshone Range immediately to the west of the Toiyabe Mountains. The middle volcanic sequence is made up of numerous lithic units, some of which are widespread and others of limited areal extent. Meaning there were numerous eruptive centers in the area. The middle volcanic sequence unconformably overlies the lower volcanic sequence which in turn unconformably overlies pre-Tertiary sediments, neither of which are exposed in the southern Toiyabe Mountains. Absolute age of the middle volcanic sequence is not known but is presumed to be early Miocene (Kleinhampl and Ziony 1985). Volcanism affected much of the area simultaneously and continuously for a long period of time prior to the eruption of the Toiyabe Quartz Latite. The Toiyabe Quartz Latite is also widespread in both the southern Toiybe Mountains and the Shoshone Range. The Toiyabe Quartz Latite consists of a homogeneous series of rocks suggesting that it came from a single eruptive center (Kleinhampl and Ziony, 1985). The Toiyabe Quartz Latite is dated at 21-24 m. y. There are a number of hypothesized calderas in the southern Toiyabe Mountains and western Nye County. Their existence has only recently begun to be observed. East-to-west trending linears and west-northwest-trending linears are common throughout this part of the Great Basin. One of these west- northwest trending linears bisects the Secret Basin area which trends east-southeast toward the Manhattan mining district and the East and West Golden districts to the west-northwest. Figure 2 Secret Basin Caldera Structures - State of Nevada Miranda USA LOCAL GEOLOGY Stratigraphy The middle volcanic sequence of rocks at Secret Basin consists of a number of ash-flow units (Figure 3). The lower most unit (Tsb1) is a medium gray rhyolite tuff which contains 20-25% crystals (quartz, plagioclase, and k-feldspar). All phenocrysts are less than 2 mm diameter. There are no mafic phenocrysts and the lithic and pumice fragment content are minor. This rock type forms blocky, massive outcrops, which crop out in the eastern part of the project area. In gradational contact with the underlying unit is a light tan to light gray tuff (Tsb2) which consists of 25-30% crystals (quartz, plagioclase and k-feldspar), biotite is minor (<5%), and lithic and pumice fragments are less than 1%. This rock type forms slopes and weathers tan. The next overlying unit is a medium gray, welded, and pumice rich tuff (Tpr). This unit is moderately welded near its lower contact with the underlying unit and becomes less welded higher up in the section. This unit contains 15-20% crystals (quartz, plagioclase, and k-feldspar), no mafics, and pumice fragments make up 20-30% of the rock. This unit forms blocky outcrops and in the upper part of the section it forms rounded outcrops with a " vuggy" appearance due to the weathering out of the pumice fragments. These 3 tuffs probably belong to a single intracaldera cooling unit. The primary distinguishing characteristics between these members are the presence or absence of mafic phenocrysts and pumice fragments. Unconformably overlying all of these rocks is the Toiyabe Quartz Latite. In many locations the lower-most contact of the Toiyabe Quartz Latite is marked by a vitrophyre that ranges in thickness from a few feet to tens of feet. Structure At Secret Basin the middle volcanic sequence is exposed through a structural window in the younger, overlying Toiyabe Quartz Latite. The sequence of events that lead to the creation of this window are 1) the formation of the" Secret Basin" volcano, 2) formation of the resurgent dome, 3) mineralization along a major, westerly striking structure, 4) deposition of the Toiyabe Quartz Latite at a level below that of the volcano/resurgent dome's paleotopographic highs, and 5) collapse of the Secret Basin volcanic center forming the present caldera. The minimum diameter of the caldera is approximately 2,400 feet (730 meters). This is the amount of the caldera that is exposed in the window and it is quite possible that the caldera is bigger than what is exposed. Figure 3 Geology Map - Miranda USA In general, volcanic rocks at Secret Basin dip moderately to the south at angles between 30? and 50? and strikes from N90?W to N50?W. Dips are taken from outcrops that exhibit flow textures such as flattened pumice fragments. Mapping and drilling data have brought forth evidence that there are numerous blocks within the caldera that have been down- dropped (Figure 5). The blocks at the center of the caldera have the most amount of vertical displacement being down-dropped at least 1,000 feet (305 meters) compared to rocks outside of the ring fracture zone. This is based on reconstructing the paleotopography using displacement of the vein as a guide to repositioning the down-dropped blocks. Mineralized structures occur in two different locations on the property. The North zone and South zone. The North zone strikes from N55?W to N70?W and dips 40?-70? to the north. The structure can be followed for approximately 1,000 feet (305 meters). The South vein strikes N70?W and dips from 25?-70? to the north. The South zone can be traced for approximately 2000 feet (660 meters). The structures are primarily filled with quartz and fluorite is a common gangue mineral. The structures vary in thickness from a few inches to 15 feet (4.6 meters). Caldera collapse structures are arcuate in shape and are high angle. The collapsed blocks are downdropped toward the center of the dome. Alteration The primary alteration types are silicification and argillization with rare potassic alteration. On surface exposures, argillization is ubiquitous and generally confined to the pumice fragments and feldspar phenocrysts in weak to moderate amounts away from the veins. The strongest argillic alteration corresponds with proximity to vein exposures. Locally, hanging wall rocks adjacent to veins can be strongly argillized, affecting groundmass as well as phenocrysts and fragments. The strongest zone of argillic alteration occurs along the middle part of the South vein zone in prospect pits where the volcanic tuffs are strongly argillized, both groundmass and phenocrysts. This argillized zone is at least 200 feet (61 meters) wide and can be followed along strike to the west for 700 feet (213 meters) before being covered by alluvium. Drill hole SB97-2 encountered 80 feet (24 meters) of strongly argillized hanging wall rock before intersecting the quartz vein and silicified rock of the vein structure at 110 feet (33 meters). Argillic alteration along the North vein structure can be followed along strike for approximately 1,800 feet (550 meters). This north zone of argillic alteration is primarily confined to pumice fragments and feldspar phenos. Along strike to the west, the vein trends under post-mineral volcanic rocks which obscurs the true extent of alteration related to the North vein. Post-mineral volcanics also cover the hangingwall rocks north of the North vein, making the total width of the argillic alteration indeterminate. Figure 4 Figure 5 Secret Basin Project Generalized Cross Section Miranda USA Silicification can be seen weakly altering the groundmass of the volcanic units to strongly flooding the rocks and completely masking the texture of the host. Silica alteration is confined to a zone adjacent to the vein structures. Silicification forms a tabular zone that can be 200-300 feet (61-91 meters) thick, as in drill holes SB97-1, 2, 4, and 6. Silicification occurs in footwall as well as hangingwall rocks. Silicification occurs along the entire length of both of the vein zones but stronger in the western part of the vein structures. Mineralization Gold and silver mineralization is directly related to quartz veins and silicification. Veins range in size from a fraction of an inch to 15 feet (4.6 meters). The North vein zone has the thickest and most prominent vein structures. The North vein strikes west-northwest for 1,000 feet (305 meters) while the South vein zone also strikes west-northwest 2,000 feet (610 meters). Both veins dip moderately to the north. Stockwork veining is common in the strongest areas of silicification and quartz veining. There are at least 3 periods of silicification as observed in drill chips and hand samples. Very fine-grained pyrite occurring in trace amounts is the only sulfide observed to date. The pyrite is most commonly associated with strongly silicified rock and was more commonly found in drill holes than on the surface. RESULTS The highest gold value from surface rock chip samples was 1.0 oz Au/ton and the highest silver was 14.7 ozs Ag/ton. Of 61 samples collected 14 samples had less than detectable amounts of gold (<5ppb), 32 had between 6-99 ppb Au, and 15 had greater than 100 ppb Au. Samples anomalous in gold are normally anomalous in silver. The highest gold and silver values are from the same sample. The second highest assay was 0.11 oz Au/ton and 1 oz Ag/ton, which was a 30 foot (9 meter) channel across the outcrop that contained the 1 oz Au/ton rock sample. Drill hole SB97-1 tested this anomalous outcrop. Mercury is the most anomalous trace element. It also has a good correlation with gold and silver values. The sample that ran 1 oz Au/ton and 14.7 ozs Ag/ton contained 11.195 ppm Hg. The most anomalous mercury values (>50 ppm Hg) came from the mercury prospects on the western part of the property where cinnabar is common within the altered volcanic rocks. A soil grid was established on the property. The North and South vein zones were covered by the grid. The grid lines are 400 feet apart with 50-foot sample spacings. Four short soil lines were established over the mercury anomaly and two lines were run over the alluvium covered area between the two separate areas. A total of 507 soil samples were collected. Gold values from the soil survey defines the North vein zone but only defines the eastern half of the South vein zone. The western half of the South vein zone, where the highest rock chip value was located, did not show up as anomalous in the soil samples. Mercury values also picked up the North vein zone but not the South vein zone. The western mercury prospects also showed up as a mercury anomaly. Drill hole and surface sampling had located low-grade gold and silver mineralization. Drilling during October 1997 tested the upper portion of the vein by drilling along the south vein zone (drill holes SB97-1, 2, 6, and 8). A lower part of the vein was tested by drilling the North vein zone (drill holes SB97-3, 4, 5, and 9). Drill hole SB97-4 was the best drill hole and encountered 220 feet (67 meters) of strongly silicified and brecciated rock with two thick quartz veins of about 10 and 20 foot thicknesses (3 and 6 meters). Figure 6 shows the location of the holes drilled during1997. The thicker vein intercept contained 10 feet (3 meters) of 0.02 oz/ton gold. The assays above and below this interval were strongly anomalous containing 286 ppb and 123 ppb gold respectively. With better assay values occurring in the lower part of the vein suggests that more down dip portions of the vein may result in better gold and silver values. The strike extent of the down dip portion of the vein is covered by post-mineral volcanics. CONCLUSIONS AND RECOMMENDATIONS The Secret Basin property is a volcanic hosted, epithermal gold- silver system that has the potential of hosting a precious metals deposit. The deposit would be hosted within the quartz veins and adjacent wallrock which is strongly quartz-stockwork mineralized and silicifed. The two main quartz veins, the North vein and the South vein, can be followed along strike for 1,000 feet (305 meters) and 2,000 feet (610 meters), respectively. The quartz veins can be as much as 15 feet (4.6 meters) thick. In addition to the quartz veins, there is widespread and intense quartz-stockwork veining and silicification adjacent to the quartz veins. This occurs in both the footwall and hangingwall. Surface rock chip samples assay as high as 1.0 oz Au/ton and 14.7 ozs Ag/ton from a quartz vein within a quartz-stockwork zone. A 30-foot (9 meters) channel sample from this same zone assayed 0.11 oz Au/ton and 1.0 oz Ag/ton. The widespread extent of quartz veining and quartz-stockwork mineralization and silicification indicates the mineralizing system is large and multiple episodes of veining suggest mineralization occurred over a long period of time. There is convincing evidence that the system contains gold and the occurrence of gold is widespread. The next step will be to further delineate drill targets and do additional drilling to test different targets. First, there should be a gradient IP survey over about one square mile. This will locate disseminated sulfides and silicified zones for drill hole targeting. It is strongly recommended that during testing , the North vein structure be drilled because of the encouraging results of SB97-4. This would require the construction of roads in order to provide drill access to test down-dip of the 0.02 oz/ton Au intercept. The following table summarizes the costs involved in testing this target. More detailed alteration mapping might give indications as to the intensity of the system and point to directions for further exploration. Additional trace element geochemical surveys along with ratios of these elements may also point to direction for further exploration. It is strongly recommended that during testing, the North vein structure be drilled because of the encouraging results of SB97-4. This would require the construction of roads in order to provide drill access to test down-dip of the 0.02 oz/ton Au intercept. The following table summarizes the costs involved in testing this target. Figure 6 Secret Basin Drill Hole Map Nye County, Nevada Table 1 Proposed Secret Basin Exploration Budget Phase I Gradient IP Contractor $ 9,000 Survey Survey Geologist $ 700 Supervision and planning Reporting $ 500 Summary and interpretations Contingency $ 1,000 @ 10% ----------- ------- TOTAL $11,200 Phase II Secret Basin Contractor $50,000 Reverse circulation drilling Geologist $ 7,500 Supervision and geology Assaying $12,000 For each 5 ft sample Road building $ 8,000 Includes mobilization Permitting $ 1,000 With the Forest Service Filing Fees $ 3,500 Filing fees and staking additional claims Reporting $ 4,000 Summary reports Contingency $12,900 @ 15%: meetings, ----------- ------- management, misc. TOTAL $98,900 REFERENCES Cornwall, Henry R., 1972, Geology of and Mineral Deposits of Southern Nye County, Nevada, Nevada Bureau of Mines and Geology, Bulletin 77 Kleinhampl, Frank J., Ziony, Joseph I., 1985, Geology of Northern Nye County, Nevada, Nevada Bureau of Mines and Geology, Bulletin 99A List of Secret Basin Claims Claim Name NMC # Basin 1 769652 Basin 2 769653 Basin 3 769654 Basin 4 769655 Basin 5 769656 Basin 6 769657 Basin 7 769658 Basin 8 769659 Basin 9 769660 Basin 10 769661 Basin 11 769662 Basin 12 769663 Basin 13 769664 Basin 14 769665 Basin 15 769666 Basin 16 769667 Basin 17 769668 Basin 18 769669 Basin 19 769670 Basin 20 769671 Basin 21 769672 Basin 22 769673 Basin 23 769674 Basin 24 769675 Basin 25 796398 Basin 26 796399 Basin 27 796400 Basin 28 796401 Basin 29 796402 Basin 30 796403 Basin 31 796404 Basin 32 796405 Basin 33 769684 Basin 34 769685 Basin 35 769686 Basin 36 769687 Basin 37 769688 Appendix A - Rock Chip Assays Appendix B - Soil Assays Appendix C - Drill Assays Plate 1 - Detailed Cross-Section of SB97-1 and SB97-6 Plate 2 - Detailed Cross-Section of SB97-4 EX-23 10 AUTHOR'S CERTIFICATE I, John A. Rice, of Reno, Nevada do hereby certify: 1) That I am a consulting geologist whose address is P.O. Box 20074, Reno, Nevada, 89515. 2) That I have practiced my profession as a geologist for 18 years. 3) That I am a graduate of Colorado State University with a Bachelor of Science degree in Geology (1978) and a Masters of Science degree in Economic Geology (1984) from the same university. 4) That I consent to the use of this report dated February 18, 1999, entitled "Secret Basin Project, Nye County, Nevada". 5) This report was prepared by myself from data collected during the 1997 field season. John A. Rice /S/ John A. Rice Consulting Geologist -----END PRIVACY-ENHANCED MESSAGE-----