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Can Cal Resources Ltd – ‘10SB12G’ on 7/9/99 – EX-10.8

On:  Friday, 7/9/99   ·   Accession #:  1028269-99-35   ·   File #:  0-26669

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/09/99  Can Cal Resources Ltd             10SB12G               21:469K                                   Adamson Sharon R/FA

Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10-Sb                                            55    235K 
 2: EX-3.0      Articles of Incorporation                              8     25K 
 3: EX-3.1      Amendment to Articles of Incorporation                 1     10K 
 4: EX-3.2      By-Laws                                                7     22K 
 5: EX-10.0     Joint Venture Agreement - Schwarz                     36     90K 
 6: EX-10.1     Mining Lease - Twin Mountain Rock                     12     47K 
15: EX-10.10    Complaint                                              6     17K 
16: EX-10.11    Confession of Judgment                                 4     16K 
17: EX-10.12    Agreement - 545538                                    11     43K 
 7: EX-10.2     Loan Agreement                                         3     18K 
 8: EX-10.3     Amendment to Loan                                      9     35K 
 9: EX-10.4     Second Amendment to Loan                               8     35K 
10: EX-10.5     Deed of Trust                                         27    101K 
11: EX-10.6     Lease and Purchase Option                              9     32K 
12: EX-10.7     Agreement - Aurum                                      5     23K 
13: EX-10.8     Quit Claim Deed                                        4     22K 
14: EX-10.9     Agreement - Tyro                                       5     22K 
18: EX-11.0     Computations of Earnings Per Share                     1      8K 
19: EX-16.0     Chage in Auditors                                      1      9K 
20: EX-23.0     Consent of Auditors                                    1      8K 
21: EX-27       Financial Data Schedule                                1     11K 

EX-10.8   —   Quit Claim Deed

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EXHIBIT 10.8 RECORDING REQUESTED BY Recorded in Official Records, County of ARTER & HADDEN San Bernardino, Errol J. Mackzum, Recorder 634.00 AND WHEN RECORDED MAIL THIS DEED AND, UNLESS Doc No. 19970424165 OTHERWISE SHOWN BELOW, MAIL TAX STATEMENT TO: 10:10 am 11/19/97 NAME BILL FISHMAN, ESQ. STREET ADDRESS 1600 Broadway, Suite 2600 CITY, STATE & ZIP CODE Denver, CO 80202-4926 TITLE ORDER NO. __________ ESCROW NO.________ DOCUMENTARY TRANSFER TAX $ 605.00 X computed on full value of property conveyed, or QUITCLAIM DEED computed on full value less liens and encumbrances remaining at time of sale. /s/ Bruce G. Holden, Esq. Arter & Hadden Signature of Declarant or Agent Determining Tax Firm Name AURUM, LLC -------------------------------------------------------------------------------- (NAME OF GRANTOR(S)) the undersigned grantor(s), for a valuable consideration, receipt of which is hereby acknowledged, do ___ hereby remise, release and forever quitclaim to Can-Cal Resources, Ltd. ----------------------- (NAME OF GRANTEE(S)) the following described real property in the City of N/A , County of San Bernardino , State of CA : Legally described in Exhibit A attached hereto and incorporated herein by reference. Assessor's parcel No. 0552-0110-10 Executed on November 4 , 1997 , at Irvine, California ------------------ ------- ---------------------------------- (CITY AND STATE) AURUM, LLC STATE OF California By Acquitaine Trust, Manager COUNTY OF Orange By: /s/ John Edwards, Trustee RIGHT THUMBPRINT (Optional) Thumbprint on Document Here On November 4, 1997 before me, Deborah Kae Colsch personally appeared John Edwards, Trustee proved me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the CAPACITY CLAIMED BY SIGNER(S) same in his capacity, and that by his __ INDIVIDUALS signature on the __ CORPORATE instrument the person, or the entity upon OFFICERS(S) ______________ behalf of which the person acted, (TITLES) executed the instrument. __ PARTNER(S) __ LIMITED __ GENERAL __ ATTORNEY IN FACT X TRUSTEE WITNESS my hand and official seal. __ GUARDIAN/CONSERVATOR __ OTHER:____________________ DEBORAH KAE COLSCH Commission # 1152519 Notary Public - California Orange County My Comm. Expires Aug 22, 2001 /s/ Deborah Kae Colsch ------------------------------------ (SIGNATURE OF NOTARY) MAIL TAX Can Cal Resources, Ltd., c/o Bill Fishman, Esq. STATEMENTS TO: 1600 Broadway, Suite 2600, Denver, CO 80202-4926 SIGNER IS REPRESENTING Person(s) or Entity(ies) cquitaine Trust, Manager 181
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EXHIBIT A --------- TO QUITCLAIM DEED ----------------- PARCEL l --------- A parcel of land being a portion of the Atchison, Topeka and Santa Fe Railway Company's property lying in said Railway Company's Needles Subdivision and this parcel of land being all of that certain mining claim or premises described in a mining claim between the United States Government, Grantor, and The Atchison, Topeka and Santa Fe Railway Company, Grantee, dated April 8, 1963, and recorded in Book 5907, Page 451, on May 10, 1963 in the Office of Records of San Bernardino County, California, the above referenced parcel of land, known as the Cinder and Cinder No. 2 Placer Mining Claims, being the N1/2NW1/4, the W1/2NW1/4NE1/4 and the Nl/2SE1/4NW1/4 of Section 32, Township 8 North, Range 6 East of the San Bernardino Base and Meridian, San Bernardino County, California, EXCEPTING THEREFROM, any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper or other valuable deposits within the land above described which may have been discovered or known to exist prior to September 11, 1959; also, PARCEL 2 -------- All that certain 60.0 foot wide road described in deed dated November 16, 1956, from Southern Pacific Land Company to The Atchison, Topeka and Santa Fe Railway Company, recorded December 24, 1956 in Book 4117 of Official Records at Page 24 of the Records of the County Recorder's Office of said County, described for reference as follows: An easement for a private road and a pole line for telephone and power wires over a strip of land 60.0 feet wide, being all that portion of Section 29, Township 8 North, Range 6 East, San Bernardino Base and Meridian, according to the Official Plat thereof, lying between lines which are parallel with and distant 30.0 feet, as measured at right angles from and on each side of the following described centerlines: Beginning at a point in the North line of said Section 29, distant 900.0 feet Easterly, as measured along said North line from a 1/2 inch pipe set for the Northwest corner of said Section 29; thence Southwesterly along a direct line, deflecting Southwesterly from said North line an angle of 61(degree)00', a distance of 1,435.0 feet; thence Southwesterly along a direct line, deflecting an angel of 16(degree)30' to the left from the last described course, a distance of 1,785.0 feet; thence Southeasterly along a direct line, deflecting an angle of 18(degree)30' to the left from the last described course, a distance of 450.0 feet; thence Southeasterly along a direct line, deflecting an angle of 41(degree)30' to the left from the last described course, a distance of 240.0 feet; thence Southeasterly along a direct line, deflecting an angle of 23(degree)30' to the right from the last described course, a distance of 700.0 feet; thence Southeasterly along a direct line, deflecting an angel of 18(degree)00' to the left from the last described course, a distance of 1,330.0 feet; thence Southwesterly along a direct line, deflecting an angle of 43(degree)30' to the right from the last described course, a distance of 182
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60.0 feet, more or less, to a point in the South line of said Section 29, and there terminating. The side lines of said strip to be lengthened or shortened as the case may be so that all portions of said strip shall fall within the boundaries of said Section 29; also, PARCEL 3 All of Grantor's right, title and interest in and to the 60.0 foot wide strip lying over, under, upon through and across Sections 20 and 30, all in Township 8 North, Range 6 East of the San Bernardino Base and Meridian, for an existing access roadway to the hereinabove described PARCEL 1, as it now exists. SUBJECT, however, to all existing interests, including but not limited to all reservations, rights-of-way and easements of record or otherwise. Grantee has been allowed to make an inspection of the property and has knowledge as to the past use of the property. Based upon this inspection and knowledge, Grantee is aware of the condition of the property and GRANTEE ACKNOWLEDGES THAT GRANTEE IS PURCHASING THE PROPERTY IN AN "AS-IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS AND THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the property, the condition or existence of any of the above ground or underground structures or improvements in, on or under the property, the condition of title to the property, and the leases, easements or other agreements affecting the property. Grantee is aware of the risk that hazardous substances and contaminants may be present on the property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Grantor from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any way related to the condition of the property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Grantor's remaining property or the operations or business of the Grantor on its remaining property to be in compliance with the requirements of any Environmental Law, (cr Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Grantor under this section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of Grantee to remove, close, 183
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remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the property. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law. The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. 184

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