Golden Eagle International Inc – ‘8-K’ for 7/2/02 – EX-2.1

On:  Thursday, 7/18/02, at 6:12pm ET   ·   As of:  7/19/02   ·   For:  7/2/02   ·   Accession #:  1023175-2-150   ·   File #:  0-23726

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-2.1      Contract for Purchase of Concessions and Mining        9     47K 
                          Rights                                                 

EX-2.1   —   Contract for Purchase of Concessions and Mining Rights

EX-2.1
1st Page of 9
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SIR, NOTARY PUBLIC:               

In the registry of public writings that are in your charge, please    
insert one regarding the transfer of mining concessions and contract of mining  
that are subscribed by the Company GOLDEN EAGLE INTERNATIONAL, INC. BOLIVIA,    
as the first party and the MINING COOPERATIVE "UNITED CANGALLI LTD.", as the    
other party, in accordance with the following clauses:                          

FIRST.- (THE CONTRACTING PARTIES).- You will say sir, Notary, that those that   
subscribe this contract are:                                                    

a)     as the first party the Company GOLDEN EAGLE INTERNATIONAL, INC.  
BOLIVIA, represented by its attorneys-in-fact, Messrs. Harlan MacSpadden        
Delozier and Victor Hugo Bretel Bibus, by virtue of a general power of          
attorney, which is ample, comprehensive and sufficient, which has been          
conferred upon them and which is on the record as Public Writing No. 882/2001,  
of June 29, 2001, protocolized before the Notary Public Ms. Daisy Benito Pozo,  
whose legal jurisdiction is recognized by virtue of R.A. 21655/2001 of August   
10, 2001 and is inscribed under the Registry of Commerce No. 09-052224-01,      
which will be denominated as THE COMPANY below; and                             

b)     as the other party the Mining Cooperative "UNITED CANGALLI LTD.",
legally organized by virtue of its Act of Constitution on November 16, 1981,    
with registry recognized by the National Institute of Cooperatives (INALCO),    
by means of a Resolution of the National Council No. 01700 of February 4,       
1975, inscribed in the National Registry of Cooperatives under Registry No.     
1618 of February 4, 1975, represented in the current act by its members and     
attorneys-in-fact, Messers.: Benjamin Liberato Duran Siray, with C.I. 425375    
L.P. (Administrator/President), Guillermo Marcos Garcia Blanco with C.I.        
2335940 L.P. (General Secretary), Andres Carizales Mendoza with C.I. 2240968    
L.P. (Treasurer), Flavio Oblitas with C.I. 2114726 (Coordinator), Alberto       
Callisaya Loza with C.I. 2003329 L.P. (President of the Vigilance Committee),   
Javier Arauco Camara with C.I. 2373013 L.P. (Secretary of the Vigilance         
Committee), Ladislao Garcia Blanco with C.I. 2373013 L.P. (Delegate), David     
Vidal Arauco Rivas with C.I. 2608156 L.P. (Delegate), Reynaldo Antonio Elena    
Calle with C.I. 399828 L.P. (Delegate), Hernan del Carpio Zubieta with C.I.     
303007 L.P. (Delegate), Juan Carlos Rodriquez Loza with C.I. 2262795 L.P.       
(Delegate), Pedro 2do Guzman Wickley with C.I. 2263567 L.P. (Delegate), Julian  
Saravia Aguilar with C.I. 3390256 L.P. (Delegate), Rolando Gutierrez Beltran    
with C.I. 3319562 L.P. (Delegate), and Hugo Torrez Penaloza with C.I 271782     
L.P. (Delegate), by virtue of a Power of Attorney No. 260/2002, on June 26,     
2002, authorized before the Notary Public Juan Carlos Rivera Aldazosa, whose    
powers were authorized, designated and conferred by a General Assembly of the   
Members on April 27, 2002, which is evidenced in Public Writing No. 039/2002,   
authorized before the Notary Public Juan Carlos Rivera Aldazosa and signed in   
the offices of                                                                  

1               

EX-2.1
2nd Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 2nd
THE COOPERATIVE in the locality of Cangalli, the legalized minutes of which     
form an integral part of the current contract, so that those authorized may     
subscribe all types of documents, contracts, transfer documents of the mining   
concessions which are the property of THE COOPERATIVE and the transfer of any   
and all rights which the same has with respect to a contract with the Local     
Organization of Mining Cooperatives of Cangalli, Ltd., from the date June 11,   
2002.                                                                           

SECOND.-(THE VALIDITY OF THE CURRENT CONTRACT).- Because it is convenient to    
the interest of the contracting parties, those parties have decided by common   
accord to assign the present instrument the status of a definitive transfer of  
the mining concessions of THE COOPERATIVE, with all of the legal validity       
based on the Law, and the contract rights THE COOPERATIVE has with the Local    
Organization of Mining Cooperatives, Ltd., regarding 105 hectares, that         
contract containing the same volition of the parties, which recognize the       
plain validity and force of law, submitting themselves to the faithful and      
strict compliance in an irrevocable manner.                                     

THIRD.-(THE OBJECT AND THE PROPERTY RIGHT IN THE CONCESSIONS).- On this date,   
and in a free and voluntary manner, without any problems with respect to        
consent, and because it is convenient to their interest, THE COOPERATIVE        
transfers in favor of THE COMPANY the mining concessions and rights, which are  
detailed as follows:                                                            

1.     CONCESSIONS (DEPOSITS).- THE COOPERATIVE, is the only legitimate owner,  
with executive titles, to the concessions described below and that for          
purposes of this contract shall be called THE CONCESSIONS:                      

a) Monte Verde            562.5 Hectares          22.5 Quadrile Sections        
b) November 15th          562.5 Hectares          22.5 Quadrile Sections        
c) San Luis               200 Hectares            8 Quadrile Sections           
d) Flor de Mayo           50 Hectares             2 Quadrile Sections           

                         TOTAL          55 Quadrile Sections

Equivalent to the mining concession: MINING COOPERATIVE UNITED CANGALLI, LTD.,  
registered on October 28, 2000 with the Technical Service of Mines under        
registration number LP751 with Executive Title 792/2000 of October 5, 2000      
authorized before the Notary Public No. 033, Dr. Maria Rosa B. de Cordero and   
with page number 6047-III on the National Map.                                  

e) San Juan de Buena Vista     200 Hectares       8 Quadrile Sections           
f) Chaco Ltd.                  100 Hectares       4 Quadrile Sections           
g) November 18th               13 Hectares        0.52 Quadrile Sections        
h) United Cangalli Central     105 Hectares       4.2 Quadrile Sections         
i) Chaco Chico                 38 Hectares        1.52 Quadrile Sections        

2               

EX-2.1
3rd Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 3rd
j) Continuation Sector         44 Hectares        1.76 Quadrile Sections        

                         TOTAL          20 Quadrile Sections

Equivalent to the mining concession: MINING COOPERATIVE UNITED CANGALLI, LTD.,  
registered on January 16, 2001 en the Technical Service of Mines under          
registration number LP 811 with Executive Title No. 14/2001 of January 9, 2001  
authorized before the Notary Public No. 033 Dr. Maria Rosa B. de Cordero and    
with page number 5947-II,6 of the National Map (NL, Santa Rosa de Challana).    

k) UNITED CANGALLI with 8 quadrile sections, registered on January 16, 2001 en  
the Technical Service of Mines under registration number LP 812 with Executive  
Title No. 375/98 of May 28, 1998 authorized before the Notary Public No. 001    
Dr. Julio Iturralde Perales and with page number 5947-II, 60 of the National    
Map (Santa Rosa de Challana). The same, which due to an internal accord within  
the COOPERATIVE is found registered in the name of Mr. GERMAN NUNEZ ARANDA,     
but which belongs and always did belong to the COOPERATIVE by the current       
contract is an included concession in the transfer to THE COMPANY. At the       
time, Mr. German Nunez Aranda is legally represented by his attorney-in-fact,   
LOURDES GRISOL GUTIERREZ DE NUNEZ, by virtue of a Power of Attorney conferred   
and evidenced in Public Writing No. 444/2002 of June 28, 2002, authorized       
before the Notary Public Ms. Silvia Noya Laguna, who expressly manifest her     
consent for the transfer of the described concession to THE COMPANY.  In        
addition, to authorize her consent in the status of wife, she does subscribe    
the current document, Mrs. Lourdes Grisol Gutierrez de Nunez, who consents to   
the transfer referred to above. This concession is being inscribed in the       
Office of Property Rights.                                                      

By this document THE COOPERATIVE sells and transfers, in total, definitively    
and perpetually, to THE COMPANY 100% (one hundred percent) of the rights that   
correspond to THE MINING CONCESSIONS described previously, with all of their    
uses, customs, easements, without any limitation of any kind, whose details     
and specifications on the Certificates of Inscription with the Technical        
Service of Mines are attached as Exhibit "A", and form part of this document.   

2.-CONTRACT.- THE COOPERATIVE transfers any and all contract rights that it     
has signed with the Local Organization of Mining Cooperatives, Ltd., the same   
being an indefinite contract, for THE COOPERATIVE to carry out mechanized       
mining of the pillars, remaining ground and remaining work areas from any       
previous mining, in 105 hectares found and described within the same contract,  
which is attached as Exhibit "B", and is an integral part of this contract.     
Within this transfer are the contract rights bearing on THE SHAFT.              

FOURTH.-(SALE AND PRICE OF THE TRANSFER).- By this contract, and in a           
voluntary and free manner, without any problems regarding consent, and because  
it is convenient to their interests, and by virtue of the Minutes of the        
General Assembly and                                                            

3               

EX-2.1
4th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 4th
the Power of Attorney which was authorized by the members of the Gold Mining    
Cooperative United Cangalli Ltd., THE COOPERATIVE, does sell and transfer the   
CONCESSIONS and CONTRACT RIGHTS mentioned in the previous clause, to THE        
COMPANY, for the price freely agreed upon of $us300,000 (THREE HUNDRED          
THOUSAND AMERICAN DOLLARS).                                                     

In addition, and as compensation, THE COMPANY recognizes up to $us175,000.00    
(ONE HUNDRED SEVENTY FIVE THOUSAND AMERICAN DOLLARS) through the subrogation    
of obligations of THE COOPERATIVE with third parties, and will give             
additionally the amount of 4,130,000 (FOUR MILLION ONE HUNDRED AND THIRTY       
THOUSAND) common shares of the company Golden Eagle International, Inc.,        
subject to those requirements and representations described in Clause Eleven    
of this contract, so that those shares may be equally divided and distributed   
to each of the members of THE COOPERATIVE.                                      

FIFTH.-(FORM OF PAYMENT OF THE AGREED UPON PURCHASE PRICE AND MANNER OF PAYING  
THE COMPENSATION).- THE COOPERATIVE declares that upon the signature of the     
current contract it receives from THE COMPANY the sum of $us300,000.00 (THREE   
HUNDRED THOUSAND AMERICAN DOLLARS) in its entirety, in legal tender to the      
full satisfaction of THE COOPERATIVE, which you, Sir, Notary Public, will       
verify.                                                                         

The further compensation referred to in the Fourth Clause will be paid by THE   
COMPANY in the following manner:                                                

a)     Within the term of 30 calendar days from the subscription of this
contract, THE COOPERATIVE, or the person or entity which it designates, will    
be given the sum of 4,130,000 (FOUR MILLION ONE HUNDRED AND THIRTY THOUSAND)    
common shares of the company Golden Eagle International, Inc., these shares     
subject to those requirements and representations described in Clause Eleven    
of this contract and with respect to which it is expressly agreed that THE      
COOPERATIVE will equally divide and distribute to each of its 118 members,      
which will result in each member of THE COOPERATIVE being given, based on the   
system established by THE COOPERATIVE, the amount of 35,000 common shares of    
the company Golden Eagle International, Inc., a list of those members of THE    
COOPERATIVE being included and attached to the present contract as Exhibit      
"C". It is expressly agreed that the shares given to THE COOPERATIVE, and       
which will be given to each of its members, may not be sold until the           
expiration of one calendar year from the date of issuance and are subject to    
Rule 144 and Regulation S in accordance with the stipulation in Clause Eleven.  

   b)     The compensation carried out by the subrogation of the debts in an
amount up to $us175,000.00 (ONE HUNDRED SEVENTY FIVE THOUSAND AMERICAN          
DOLLARS), will operate once THE COOPERATIVE gives to THE COMPANY within the     
term of 30 days from the execution of this contract, a detailed list of those   
debts, and the same will form part of this contract once given without the      

4               

EX-2.1
5th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 5th
necessity of being attached hereto as Exhibit "D", agreeing as indicated in     
Clause Twelve, that THE COMPANY is authorized to transact accords,              
negotiations, confirm the existence of debts, or confirm the lapse or running   
of the statute of limitations of the same, with all of the faculties, rights,   
and obligations which correspond to a common debtor, substituting for THE       
COOERATIVE in all of its rights and obligations, for which THE COMPANY is       
authorized to determine negotiations which it considers convenient to its       
interests in relation to whomever comes forward as a debtor regarding those     
accounts or credits, and freeing THE COOPERATIVE of any and all obligation or   
responsibility for the same.                                                    

SIXTH.-(GUARANTEES REGARDING EVICTION AND PERFECTING TITLE).- THE COOPERATIVE   
declares and guarantees THE COMPANY:                                            

1.     That the concessions and contract rights which are the object of 
the current purchase agreement and transfer are not encumbered, nor mortgaged,  
nor do they have any limitation, THE COOPERATIVE obligating itself to           
guarantee eviction and perfection of title.                                     

2.     That the concessions and contract rights which are transferred by
this contract are free of any encumbrance, lien, mortgage, or claims of any     
nature by any third party.                                                      

 3.     That the members and attorneys-in-fact of THE COOPERATIVE have all
of the attributes, powers, rights and faculties to transfer to THE COMPANY its  
rights (interests) in the concessions and the contract rights described in the  
Third Clause and the Exhibits "A" and "B".                                      

4.     That the concessions that THE COOPERATIVE transfers by this      
contract, with respect to title, concession rights, and ownership and           
interests of THE COOPERATIVE in the same are preserved and perfected, without   
any deficiencies with respect to compliance with the law or current,            
applicable contracts.                                                           

 5.     That the concessions transferred by THE COOPERATIVE to THE COMPANY
by this contract, described in the Third Clause, are legitimately and solely    
titled to THE COOPERATIVE.                                                      

In any case, THE COOPERATIVE, and personally its attorneys-in-fact, constitute  
themselves as guarantors of eviction and perfection of title, obligating        
themselves to confront and respond to any claim that may arise from any member  
of THE COOPERATIVE or third parties, and which has an adverse impact, direct    
or indirect, on the rights contained in this contract.                          

SEVENTH.-(GUARANTEE OF THE VALUE OF THE SHARES).- THE COMPANY declares that     
the current value of the shares issued and given of the company Golden Eagle    
International, Inc. is $us0.10 (ten cents of an American dollar) per share.     

5               

The company COPROFI, S.R.L., represented in the current contract by ENRIQUE     
SARMIENTO SANCHEZ, is legally authorized by minutes of an Assembly of           
Shareholders, dated July 1, 2002, the legalized copy of which forms an          
integral part of this contract as Exhibit "E", expressly becomes guarantor      
with respect to the value of the shares which are given to THE COOPERATIVE or   
its members individually, assuming the obligation to compensate the             
shareholders for any difference between the value of the sale and the $us0.10   
per share, upon the date that the shareholders desire to sell those shares,     
having run the limitation period for the sale of those shares and for the       
period of one hundred and eighty days thereafter exclusively.                   

In the event that the shares, after the one year limitation has run, had a      
value in excess of $us0.10 per share, the company COPROFI, S.R.L., will         
collaborate in the sale with THE COOPERATIVE, or its individual members, who    
wish to sell their shares in accordance with the requirements bearing on the    
same.                                                                           

EIGHTH.-(THE OBLIGATIONS TO BE PERFORMED OF THE COOPERATIVE AND THE COMPANY).-  
THE COOPERATIVE will give all of its collaboration to THE COMPANY in diligent   
manner to prepare, sign, provide all documents and instruments that THE         
COMPANY may require, to carry out the transfer of the concessions detailed in   
the Third Clause and Exhibit "A", including the protocolization of this         
contract before a Notary Public and its registry in the Office of Real          
Property Rights in La Paz.                                                      

On its part, THE COMPANY, agrees to sign simultaneously a contract in which     
the stipulations are annulled which are contained in the Contract for Mining    
subscribed December 18, 2001 (from the Contract signed November 20, 1996). In   
view of the fact that by means of the current contract all contract rights are  
being transferred bearing on the mechanized mining of the pillars, remaining    
ground and remaining work areas from any previous mining, in the 105 hectares   
which are the subject of the contract between THE COOPERATIVE and the Local     
Organization of Mining Cooperatives Cangalli, Ltd., an area which is            
delineated in Exhibit "F", referred to on the topographical plan which was      
created by the parties, and is known and signed by the contracting parties,     
which forms part of this contract without the necessity of being included as    
an Exhibit to the same, THE COMPANY, by this contract, agrees to sign a new     
contract for mining, under the same conditions which exist on the date of the   
signing of this contract, so that THE COOPERATIVE may mine the MINING SHAFT     
which is found within the 105 hectares, and by this manner guarantee the        
obligations of THE COMPANY with respect to the town of Cangalli and the Local   
Organization of Mining Cooperatives Cangalli, Ltd. THE COMPANY manifest its     
agreement to respect the commitments in favor of:                               

 a)     The Local Organization of Mining Cooperatives Cangalli, Ltd. and
FERRECO, a regional tax equivalent to 0.5% and                                  

b)     For the town of Cangalli through its legal authorities, a local
tax equivalent to 0.5%.                                                         

6               

EX-2.1
6th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 6th
Both percentages on the results of the mining of THE CONCESSIONS (as            
previously existing taxes).                                                     

It is expressly agreed that additionally to that which has been mentioned, THE  
COMPANY voluntarily agrees to honor its commitment previously made to donate    
the sum of $us20,000.00 to THE COOPERATIVE to cover emergencies which           
periodically arise for its members. Moreover, THE COMPANY agrees to honor its   
commitment previously made to help offset power consumption for THE             
COOPERATIVE over the course of the upcoming year up to a maximum amount of      
$us20,000.00 running from April 2002 (to April 2003).                           

Finally, as an act of separation, THE COMPANY agrees to maintain its help and   
support in the areas of health and education in favor of the community of       
Cangalli as it has been developing to date.                                     

NINTH.-(PAYMENT OF EXPENSES AND TAXES RELATIVE TO THE TRANSFER).- The           
contracting parties declare that by common accord THE COMPANY will cover 100%   
of the amount corresponding to transfer taxes. In addition, THE COMPANY will    
pay the necessary expenses to register the transfer and record it with the      
Office of Real Property Rights.                                                 

TENTH.-(POSSESSION OF THE CONCESSIONS).- In compliance with this contract, THE  
COOPERATIVE will give possession of the concessions which are the object of     
this purchase contract to THE COMPANY so that THE COMPANY may enter into        
immediate possession of the same, in a simultaneous and immediate manner with   
the signing of the present contract.                                            

Nothing can constitute a reason or cause for the rescission, nullity, or        
resolution of this contract. In that regard, it is expressly stated that this   
contract and the sale and transfer are definitive and irrevocable, the reason   
for which herein THE COOPERATIVE gives total possession of the concessions,     
and all that in them is found, to THE COMPANY, without any possible complaints  
or claims which could block the intent of this contract.                        

ELEVENTH.-(THE SHARES).- The shares that THE COMPANY will give to THE           
COOPERATIVE in accordance with this contract may only be sold after the         
expiration of three hundred and sixty five days, that is, after one year from   
the issuance of said shares.                                                    

The shares which THE COMPANY will give to THE COOPERATIVE in accordance with    
this contract have not been registered pursuant to the Securities Act of 1933   
or applicable state laws within the United States of America and are given and  
offered in accordance with an exemption to the provisions for registration in   
accordance with those laws.                                                     

In addition, these shares may not be sold, transferred, assigned or disposed    
of except as stipulated to in this contract, and unless such is in compliance   
with the restrictions to transfer and sale contained in this contract and the   
applicable state and federal laws of the                                        

7               

EX-2.1
7th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 7th
United States of America with respect to the sale, transfer, assignment or      
disposition of securities.                                                      

Upon subscribing this contract and having resolved to accept shares from THE    
COMPANY, THE COOPERATIVE declares and guarantees that:                          

 a)     THE COOPERATIVE states in an express manner that it has analyzed
and comprehends totally that having accepted shares from THE COMPANY is the     
equivalent of making an investment in THE COMPANY.                              

 b)     THE COOPERATIVE, its directors, membership delegates, as well as
its lawyers and financial advisors, have reviewed and received the last Annual  
Report of THE COMPANY for the year 2001, on Form 10-KSB, filed with the         
Securities and Exchange Commission of the United States of America, and have    
had an opportunity to review all of the Quarterly Reports on Form 10-QSB;       
Periodic Reports on Form 8-K; press releases; information available at THE      
COMPANY'S website on the Internet, www.geii.com; and all other information      
existent.                                                                       

In addition, the General Assembly of Members of THE COOPERATIVE, which
took place on April 27, 2002, has approved the reception of shares of THE       
COMPANY after having made all of the necessary inquiries to make such a         
determination.                                                                  

 c)     THE COMPANY reserves the right to stop the transfer of shares to
THE COOPERATIVE in the event that THE COMPANY does not receive all of the       
corresponding documentation regarding the titles to the concessions and         
further legal documentation to be in compliance with this contract. In the      
event that THE COOPERATIVE does not give to THE COMPANY the corresponding       
documentation, THE COOPERATIVE will pay the damages occasioned upon THE         
COMPANY.                                                                        

TWELVTH.-(OBLIGATIONS OF THE COOPERATIVE TO BE PAID).- THE COMPANY agrees to    
cover the debts that THE COOPERATIVE has with various creditors, which will be  
detailed within the term of 30 days from the subscription of this contract,     
the same which will then comprise Exhibit "D" and form and integral part of     
this contract without the necessity of being inserted, up to a maximum amount   
of ONE HUNDRED SEVENTY FIVE THOUSAND AMERICAN DOLLARS ($us175,000.00), as       
indicated in the Fourth Clause above.                                           

To effectively cover those obligations THE COMPANY will require 90 days from    
the tender of the list indicated to review and analyze the source of each the   
debts, for which it will coordinate with a commission designated by the         
Assembly of Members and the Board of Directors of THE COOPERATIVE, and THE      
COMPANY reserves the right to negotiate individually with each of the DEBTORS   
and each of the obligations, and cover them in the manner that will best meet   
the needs of THE COMPANY, for the completion of which a maximum term of four    
years is established to complete the indicated amount.                          

8               

EX-2.1
8th Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 8th
THIRTEENTH.-(GUARANTEES OF THE COMPANY).- THE COMPANY guarantees THE            
COOPERATIVE its compliance with the obligations assumed, in accordance with     
this contract, with all of its assets, and any obtained, and within the best    
form of right.                                                                  

FOURTEENTH.-(APPLICABLE LAW AND ARBITRATION).- This contract is subject to,     
and regulated by, the laws of the Republic of Bolivia, in all that is           
pertinent.                                                                      

The parties agree that any question that may arise from this contract and       
which supposes a conflict or disagreement among the parties, will be resolved   
in its first instance in an amenable form and by means of direct negotiations   
between the parties; only in the case that the parties cannot arrive at direct  
accords, it is convenient that they subject all and any difference to the       
decision of a panel of arbitration before the Center for Conciliation and       
Arbitration of the National Chamber of Commerce with its headquarters in La     
Paz, applying the norms set out in Law No. 1770, of March 11, 1997, and under   
the procedures provided for in that Center. The parties agree that the          
decision of the Arbitration Panel is binding and without recourse or            
jurisdictional action whatsoever.                                               

FIFTEENTH.-(IN CONFORMITY).- We, as the first party: Benjamin Liberato Duran    
Siray, with C.I. 425375 L.P. (Administrator), Guillermo Marcos Garcia Blanco    
with C.I. 2335940 L.P. (General Secretary), Andres Carizales Mendoza with C.I.  
2240968 L.P. (Treasurer), Flavio Oblitas with C.I. 2114726 (Coordinator),       
Alberto Callisaya Loza with C.I. 2003329 L.P. (President of the Vigilance       
Committee), Javier Arauco Camara with C.I. 2373013 L.P. (Secretary of the       
Vigilance Committee), Ladislao Garcia Blanco with C.I. 2373013 L.P.             
(Delegate), David Vidal Arauco Rivas with C.I. 2608156 L.P. (Delegate),         
Reynaldo Antonio Elena Calle with C.I. 399828 L.P. (Delegate), Hernan del       
Carpio Zubieta with C.I. 303007 L.P. (Delegate), Juan Carlos Rodriquez Loza     
with C.I. 2262795 L.P. (Delegate), Pedro 2do Guzman Wickley with C.I. 2263567   
L.P. (Delegate), Julian Saravia Aguilar with C.I. 3390256 L.P. (Delegate),      
Rolando Gutierrez Beltran with C.I. 3319562 L.P. (Delegate), and Hugo Torrez    
Penaloza with C.I 271782 L.P. (Delegate), representing THE COOPERATIVE and as   
guarantors of the obligations of eviction and perfection of title; and LOURDES  
GRISOL GUTIERREZ DE NUNEZ, in legal representation of  GERMAN NUNEZ ARANDA;     
and finally, HARLAN MACSPADDEN DELOZIER and VICTOR HUGO BRETEL BIBUS, as legal  
attorneys-in-fact for THE COMPANY; in addition to ENRIQUE SARMIENTO SANCHEZ,    
in representation of COPROFI, S.R.L., in favor of the clauses which have        
preceded, we express our full conformity with the content of the same and as a  
sign of our acceptance we subscribe at the foot of this contract, and moreover  
we expressly assign this contract the status of a private document, with full   
value and enforceability from the date that it is signed and until it is        
elevated to the category of a public instrument.                                

You, Sir, Notary Public, will please add the additional clauses of style and    
security in conformance with the law.                                           

9               

EX-2.1
Last Page of 9
TOC
1st
Previous
Next
↓Bottom
Just 9th
This contract is signed in three originals in the city of La Paz on the second  
day of the month of July of 2002.                                               

Signatures of those named above. /s/                                          

10              

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed as of:		7/19/02							None on these Dates
Filed on:		7/18/02
For Period End:		7/2/02
		7/1/02		5
		6/28/02		3
		6/26/02		1
		6/11/02		2
		4/27/02		1		7
		12/18/01		5
		8/10/01		1
		6/29/01		1
		1/16/01		3
		1/9/01		3
		10/28/00		2
		10/5/00		2
		5/28/98		3
		3/11/97		8
		11/20/96		5
									List all Filings