Docstoc

Agreement - TREND MINING CO - 1-21-2004

Document Sample
Agreement - TREND MINING CO - 1-21-2004 Powered By Docstoc
					Exhibit 10.18

           AGREEMENT TO READJUST CERTAIN TERMS OF LOANS & WARRANTS

THIS AGREEMENT calling for the adjustment of certain loan and warrant terms (the "Agreement") is made and
entered into this 30th day of January, 2002, (the "Effective Date") by and between Electrum, LLC, LCM
Holdings Ltd., the Estate of Lillian Berger, and Larry Buchanan, (hereinafter, "Electrum Group"), and Trend
Mining Company, a Delaware corporation ("Trend").

                                                  RECITALS

Reference is made to Appendix "A" attached hereto detailing loans made to Trend during the period from
11/06/00 to 01/08/02 by Electrum Group. Such loans have accrued interest payable by Trend in the total amount
of $42,950 as of 01/29/02 and as detailed in Appendix "B" attached hereto. The terms of such loans provided
for convertibility into equity as follows:

* The loans were to convert at $1.25 into a Trend Unit;

* Each Unit consisted of one Trend share and one warrant exercisable at $1.50.

As additional compensation for having made such loans, the Electrum Group were also granted one warrant for
each dollar loaned to the Company. The schedule of such warrants already granted is listed in Appendix "C"
attached hereto. These warrants are exercisable at a price of $1.50 and expire at various times as indicated in
Appendix "C".

                                                AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Trend and Electrum Group, the parties hereby agree as follows:

1) Electrum Group hereby agrees to immediately extend a further $150,000 loan to Trend.

2) Electrum Group herby agrees to waive the accrued interest owed as of 01/29/02 as detailed in Appendix "B"
and totaling $42,950.

3) Trend agrees to reduce the conversion rate of the Trend Units to $.50.

4) Each Unit will consist of one share and one warrant with the warrant being exercisable for a period of five
years from the date of conversion and exercisable at a price of $.50.

5) The outstanding warrants detailed in Appendix "C"` shall be exercisable at a price of $1.00 and the exercise
term will be extended by a period of one year.

6) The new loan of $150,000 shall be convertible under the new terms outlined above and shall also bear a
warrant for 150,000 shares exercisable at $ 1.00 for a period of five years from the date of the loan.

                                                       -1-
7) Trend and Electrum agree that the warrants detailed by Appendix "C" are as of this date null and void and
Trend hereby agrees to expeditiously issue new warrant certificates reflecting the revised terms as outlined in this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and made it effective as of the date
first written above.

               ELECTRUM GROUP                                             TREND MINING COMPANY,
                                                                          a Delaware corporation

               By:_____________________________                           By: /s/ Kurt Hoffman
               Name: Tom Kaplan                                           Name: Kurt Hoffman
               Title: Its representative                                  Title: President




                                                        -2-
Appendix "A"

Loan Transactions from Electrum and Associates

Trend Mining Company

                  Party                 Date         Amount       Balance
               Electrum
                                  11/06/2000      35,000.00    35,000.00
                                  12/04/2000     100,000.00   135,000.00
                                  12/18/2000      50,000.00   185,000.00
                                  01/26/2001      50,000.00   235,000.00
                                  03/15/2001      50,000.00   285,000.00
                                  04/10/2001      50,000.00   335,000,00
                                  05/04/2001      50,000.00   385,000.00
                                  06/04/2001      50,000.00   435,000.00
                                  07/03/2001      85,000.00   520,000.00
                                                  ---------   ----------
         Total Electrum                          520,000.00   520,000.00

         Larry Buchanan
                                  01/08/2002     30,000.00     30,000.00
                                                 ---------     ---------
   Total Larry Buchanan                          30,000.00     30,000.00

           LCM Holdings
                                  10/26/2001      50,000.00     50,000.00
                                  11/01/2001      10,000.00     60,000.00

                                  11/15/2001      30,000.00    90,000.00
                                  11/28/2001      29,445.12   119,445.12
                                                  ---------   ----------
     Total LCM Holdings                          119,445.12   119,445.12
      Lillian J. Berger

                                  09/27/2001     90,000.00     90,000.00
                                  09/28/2001     10,000.00    100,000.00
                                                 ---------    ----------

Total Lillian J. Berger                          100,000.00    100,000.00

        Total all Loans                                       $769,445.12
                                                 Appendix B

Trend's Notes Payable to Electrum & Associates - accrued interest as of 1/29/2002

Electrum
                      date              amount        rate per day                  date        n   accrual
                      ----              ------        ------------                  ----        -   -------

                  11/6/00           $ 35,000           0.000219178           1/29/02       449      $ 3,444
                  12/4/00           $ 100,000          0.000219178           1/29/02       421      $ 9,227
                  12/18/00          $ 50,000           0.000219178           1/29/02       407      $ 4,460
                  1/26/01           $ 50,000           0.000219178           1/29/02       368      $ 4,033
                  3/15/01           $ 50,000           0.000219178           1/29/02       320      $ 3,507
                  4/10/01           $ 50,000           0.000219178           1/29/02       294      $ 3,222
                  5/4/01            $ 50,000           0.000219178           1/29/02       270      $ 2,959
                  6/4/01            $ 50,000           0.000219178           1/29/02       239      $ 2,619
                  7/3/01            $ 85,000           0.000219178           1/29/02       210      $ 3,912
                                    ---------                                                       -------
                                    $ 520,000                                                       $37,384
Berger
                  8/28/01           $ 90,000           0.000219178           1/29/02       154      $ 3,038
                  10/2/01           $ 10,000           0.000219178           1/29/02       119      $   261
                                    ---------                                                       -------
                                    $100,000                                                        $ 3,299

LCM
                  10/26/01          $ 50,000           0.000219178           1/29/02       95       $ 1,041
                  11/1/01           $ 10,000           0.000219178           1/29/02       89       $   195
                  11/15/01          $ 30,000           0.000219178           1/29/02       75       $   493
                  11/28/01          $ 29,445           0.000219178           1/29/02       62       $   400
                                    ---------                                                       -------
                                    $ 119,445                                                       $ 2,129

Buchanan
                  1/8/02            $   30,000         0.000219178           1/29/02       21       $   138

Total as of 1-29-02                                                                                 $42,950
                                                                                                    =======
                                   Appendix C

                    Warrant Schedule for Electrum and Others

Isued to               Warrant #     #Shares              Exp. Date   Price/Share
--------               ---------     -------              ---------   -----------

Electrum               14            285,000              9/30/03     $1.50
Electrum               18             50,000              9/30/06     $1.50
Lillian J. Berger      21             90,000              1/9/04      $1.50
Lillian J. Berger      22             10,000              1/9/04      $1.50
LCM Holdings LDC       23             50,000              1/9/04      $1.50
LCM Holdings LDC       24             10,000              1/9/04      $1.50
LCM Holdings LDC       25             30,000              1/9/04      $1.50
LCM Holdings LDC       26             29,445              1/9/04      $1.50
Buchanan               27             30,000              1/9/04      $1.50
                                     -------
                                     584,445
Exhibit 10.19

                         TRANSFER OF LAKE OWEN OPTION AGREEMENT

THIS TRANSFER OF THE LAKE OWEN OPTION AGREEMENT (the "Agreement") is made and entered
into this day of February, 2002, (the "Effective Date") by and between General Minerals Corporation, a
Delaware corporation ("General Minerals"), Trend Mining Company, a Delaware corporation ("Trend"), Ron
Nash, an individual ("Nash"), and Howard Schraub, an individual ("Schraub").

                                                    RECITALS

Reference is made to the Agreement (the "Lake Owen Option Agreement"), effective as of July 27, 1999,
between General Minerals and Trend, and to an Amendment to the Lake Owen Option Agreement (the "Lake
Owen Amendment) effective as of June 12, 2000, between General Minerals and Trend. Pursuant to the Lake
Owen Option Agreement, General Minerals now desires to transfer its interest in the Lake Owen Option
Agreement and Lake Owen Amendment to third parties Nash and Schraub.

                                                  AGREEMENT

NOW THEREFORE, for good and valuable consideration of $89,107.00, the receipt and sufficiency of which is
hereby acknowledged, General Minerals, Trend, Nash, and Schraub hereby agree as follows:

1) As of the Effective Date all of the interest held by General Minerals in the Lake Owen Option Agreement, as
modified by the Lake Owen Amendment, is hereby irrevocably transferred to Nash and Schraub, who as
individuals shall henceforth have an equal interest in said rights and interests.

2) Pursuant to the Article XIV.2 of the Agreement, Trend hereby affirmatively waives any and all notice
requirements and pre-emptive rights it may have by virtue of said Article, and affirmatively states that it has no
objection to the transfer of this interest.

3) The Royalty, as that termed is defined in the Lake Owen Option Agreement, Article I, shall be retained by
Chevron Corporation, and to the extent it may be entitled, by General Minerals.

4) Each party will be responsible for its own expenses in connection with all matters relating to the transactions
described herein including but not limited to legal fees, broker fees, and other expenses except that any escrow
fees shall be shared equally by the parties.

                                                         -1-
5) This Agreement contains the entire agreement and understanding between the parties. This Agreement shall be
governed and interpreted in accordance with the laws of Colorado. Any disputes arising out of this Agreement
shall be settled by mandatory and binding arbitration in the State of Colorado.

6) This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be
deemed to be an original, and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Transfer Agreement and made it effective as of
the date first written above.

              GENERAL MINERALS CORPORATION,                           TREND MINING COMPANY,
              a Delaware corporation                                  a Delaware corporation

              By:/s/ Ralph Fitch                                      By:/s/ Kurt Hoffman
              Name: Ralph Fitch                                       Name: Kurt Hoffman
              Title: President                                        Title: President




Ron Nash, an Individual Howard Schraub, an Individual

                                                     -2-
Exhibit 10.20

                                       TREND MINING COMPANY
                                       401 Front Ave., Suite 1, 2nd Floor
                                           Coeur d'Alene, ID 83814

Telephone: (208) 664-8095 o Facsimile (208) 667-9616

                         SALE OF LAKE OWEN OPTION AGREEMENT AND
                                    EXERCISE OF OPTION

THIS SALE OF THE LAKE OWEN OPTION AGREEMENT AND EXERCISE OF OPTION (the
"Agreement") is made and entered into this 15th day of March, 2002, (the "Effective Date") by and between
Trend Mining Company, a Delaware corporation ("Trend"), and Howard Schraub, an individual ("Schraub").

                                                  RECITALS

Reference is made to the Lake Owen Option Agreement ("Option Agreement"), effective as of July 27, 1999,
between General Minerals Corporation, a Delaware corporation ("General Minerals") and Trend which created
the option for Trend to earn a 100% interest in the Lake Owen Project (the "Option"); to an Amendment to the
Lake Owen Option Agreement (the "Lake Owen Amendment") effective as of June 12, 2000, between General
Minerals and Trend; and to the Lake Owen Transfer Agreement ("Lake Owen Transfer") effective as of
February 11, 2002 between General Minerals, Trend and Schraub and pursuant to which Schraub assumed part
interest then held by General Minerals in the Option Agreement, as modified by the Lake Owen Amendment.

                                                AGREEMENT

NOW THEREFORE, for good and valuable consideration of 500,000 shares of the Trend common stock,
Schraub and Trend hereby agree as follows:

1) As of the Effective Date, the exploration expenditures required by
Section 5.1(a) of the Option Agreement are hereby declared to be fully satisfied and any further exploration
expenditure obligations of Trend are hereby affirmatively and irrevocably waived.

2) The conditions and terms specified by the Section 5.2 of the Option Agreement have been satisfied.

3) The conditions and terms specified by the Section 5.3(a) of the Option Agreement have been satisfied.

4) The conditions and terms specified by the Section 5.3(b) of the Option Agreement, as modified by the Lake
Owen Amendment have been satisfied.

5) The conditions and terms specified by the Section 5.3(c) of the Option Agreement were deleted by the Lake
Owen Amendment and are no longer applicable.

6) The conditions and terms specified by the Section 5.3(d) of the Option Agreement, as modified by the Lake
Owen Amendment have been satisfied.
7) Pursuant to Sections 5.5(a) and (b) of the Option Agreement, the notice requirements requiring a summary of
exploration expenditures in order to exercise said Option are hereby waived.

8) Any and all other terms and conditions specified by the Option Agreement as modified by the Lake Owen
Amendment which would need to be satisfied by Trend to allow Trend to exercise the Option are declared to be
either satisfied or are hereby waived.

9) Trend hereby does affirmatively exercise its Option pursuant to Section 5.5 of the Option Agreement, and
Schraub pursuant to the authority granted to him by his part interest in the Lake Owen Transfer, now declare that
all terms and conditions being either satisfied or waived, Schraub hereby forever irrevocably grants Trend all of
his interest in the Lake Owen Project, as that term is defined in the Option Agreement, subject only to the existing
Royalty, as specified and defined in the Option Agreement.

10) This Agreement contains the entire agreement and understanding between the parties. This Agreement shall
be governed and interpreted in accordance with the laws of New York. Any disputes arising out of this
Agreement shall be settled by mandatory and binding arbitration in the State of New York.

11) This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be
deemed to be an original, and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and made it effective as of the date
first written above.

          TREND MINING COMPANY                                      TREND MINING COMPANY
          a Delaware corporation                                    a Delaware corporation


          By: /s/ Kurt Hoffman                                      By:____________________________
          Name: Kurt Hoffman                                        Name: John Ryan
          Title: President                                          Title: Chief Financial Officer




Howard Schraub, as Individual
Exhibit 10.21

                                       TREND MINING COMPANY
                                       401 Front Ave., Suite 1, 2nd Floor
                                           Coeur d'Alene, ID 83814

Telephone: (208) 664-8095 o Facsimile (208) 667-9616

                         SALE OF LAKE OWEN OPTION AGREEMENT AND
                                    EXERCISE OF OPTION

THIS SALE OF THE LAKE OWEN OPTION AGREEMENT AND EXERCISE OF OPTION (the
"Agreement") is made and entered into this 15th day of March, 2002, (the "Effective Date") by and between
Trend Mining Company, a Delaware corporation ("Trend"), and Ron Nash, an individual ("Nash").

                                                  RECITALS

Reference is made to the Lake Owen Option Agreement ("Option Agreement"), effective as of July 27, 1999,
between General Minerals Corporation, a Delaware corporation ("General Minerals") and Trend which created
the option for Trend to earn a 100% interest in the Lake Owen Project (the "Option"); to an Amendment to the
Lake Owen Option Agreement (the "Lake Owen Amendment") effective as of June 12, 2000, between General
Minerals and Trend; and to the Lake Owen Transfer Agreement ("Lake Owen Transfer") effective as of
February 11, 2002 between General Minerals, Trend and Nash and pursuant to which Nash assumed part
interest then held by General Minerals in the Option Agreement, as modified by the Lake Owen Amendment.

                                                AGREEMENT

NOW THEREFORE, for good and valuable consideration of 500,000 shares of the Trend common stock, Nash
and Trend hereby agree as follows:

1) As of the Effective Date, the exploration expenditures required by
Section 5.1(a) of the Option Agreement are hereby declared to be fully satisfied and any further exploration
expenditure obligations of Trend are hereby affirmatively and irrevocably waived.

2) The conditions and terms specified by the Section 5.2 of the Option Agreement have been satisfied.

3) The conditions and terms specified by the Section 5.3(a) of the Option Agreement have been satisfied.

4) The conditions and terms specified by the Section 5.3(b) of the Option Agreement, as modified by the Lake
Owen Amendment have been satisfied.

5) The conditions and terms specified by the Section 5.3(c) of the Option Agreement were deleted by the Lake
Owen Amendment and are no longer applicable.

6) The conditions and terms specified by the Section 5.3(d) of the Option Agreement, as modified by the Lake
Owen Amendment have been satisfied.
7) Pursuant to Sections 5.5(a) and (b) of the Option Agreement, the notice requirements requiring a summary of
exploration expenditures in order to exercise said Option are hereby waived.

8) Any and all other terms and conditions specified by the Option Agreement as modified by the Lake Owen
Amendment which would need to be satisfied by Trend to allow Trend to exercise the Option are declared to be
either satisfied or are hereby waived.

9) Trend hereby does affirmatively exercise its Option pursuant to Section 5.5 of the Option Agreement, and
Nash pursuant to the authority granted to him by his part interest in the Lake Owen Transfer, now declare that all
terms and conditions being either satisfied or waived, Nash hereby forever irrevocably grants Trend all of his
interest in the Lake Owen Project, as that term is defined in the Option Agreement, subject only to the existing
Royalty, as specified and defined in the Option Agreement.

10) This Agreement contains the entire agreement and understanding between the parties. This Agreement shall
be governed and interpreted in accordance with the laws of New York. Any disputes arising out of this
Agreement shall be settled by mandatory and binding arbitration in the State of New York.

11) This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be
deemed to be an original, and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and made it effective as of the date
first written above.

         TREND MINING COMPANY                                      TREND MINING COMPANY
         a Delaware corporation                                    a Delaware corporation



         By: /s/ Kurt Hoffman                                      By: /s/ John Ryan
         Name: Kurt Hoffman                                        Name: John Ryan
         Title: President                                          Title: Chief Financial Officer




Ron Nash, as Individual
Exhibit 10.22

                                       TREND MINING COMPANY
                                      401 Front Avenue, Suite 1, 2nd Floor
                                         Coeur D'Alene, Idaho 83814

Telephone (208) 664-8095 * Facsimile (208) 667-9616

June 27, 2002

Mr. D. Sean Hanna
LCM Holdings, LDC.
10 Deveaux Street
Nassau, Bahamas

Re: Loan Facility

To Whom It May Concern:

1) By this letter agreement, you hereby agree to loan to Trend Mining Company ("Trend") an aggregate amount
of $113,412.59 (the "Loan").

2) Trend, for value received, hereby unconditionally promises to pay to you in U.S. dollars and immediately
available funds the entire outstanding principal amount of the remitted Loan immediately after completion of a
private placement of any shares of trend and concurrently with any amounts repaid to Electrum LLC and others
having provided loan facilities of this type to Trend. Trend further promises to pay interest on such outstanding
principal amount at a rate equal to EIGHT PERCENT (8%) per annum, payable semi-annually in arrears. All
computations of interest shall be based on a 365-day year and actual days elapsed. (The monies loaned to Trend
under the Loan plus to interest provided for in this paragraph 2 are sometimes referred to herein as the "Loan
Amount").

3) In consideration for you providing the Loan to Trend, concurrent with the execution of this letter agreement,
Trend agrees to issue you warrants to purchase 113,413 shares of common stock of Trend at $1.00 per share
exercisable from the date of the loan a for period of 5 years.

4) Notwithstanding Trend's unconditional obligation to pay the Loan amount when due instead of receiving
repayment of the Loan Amount in U.S. dollars, you may elect in a notice sent to Trend on or before the Loan
Repayment Date to require Trend to issue to you on "unit" of Trend securities for each $.50 of the Loan Amount
being converted (inclusive of interest thereon). Each "unit" will consist of one (1) share of Trend common stock
and one (1) warrant to acquire a share of Trend common stock at a purchase price of $.50 per share exercisable
by you (and/or his assignee(s)) at any time on or before May 7, 2007. You may make the election described in
this paragraph 4 with respect to all or any part of the Loan Amount.
5) Trend hereby agrees that it will cause the shares of common stock described herein and the warrants and the
shares of common stock receivable upon exercise of the warrants described in paragraphs 3 and 4 hereof, to be
registered under the Securities Act of 1933 and the "Blue Sky" laws of appropriate jurisdictions at the same time
as the shares received by Electrum LLC and others who having provided loan facilities of this type to Trend and
received shares of common stock, warrants and common stock receivable upon exercise of those warrants are
registered under the Securities Act of 1933 and the "Blue Sky" laws of appropriate jurisdictions.

6) The provisions of this letter agreement and the rights and obligations of the parties hereunder shall be governed
by, and construed and interpreted in accordance with the laws of the State of New York without reference to
conflicts or choice of law provisions thereof, and may not be amended or waived without the express written
consent of the parties hereto.

7) Trend hereby agrees that all costs for obtaining this Loan Facility, including for the preparation of this letter
agreement and the side letter agreements and the legal costs thereof, shall be borne by Trend.

8) This letter agreement may be signed in counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

Sincerely, Trend Mining Company

                                           By: /s/ Kurt J. Hoffman
                                               Name: Kurt J. Hoffman
                                               Title: President




                                                     Agreed To:

                                               LCM Holdings, LDC.

                                      By:____________________________
                                                   Name:
                                                    Title:
Exhibit 10.23

TO: Kurt Hoffman

FM: John P. Ryan

SUBJ: Amended Employment Agreement

DATE: September 1, 2002

This letter amends my employment agreement with Trend Mining Company of July 1, 2001.

From September 1, 2002 my compensation per month shall be $3000 in cash. If the Company cannot pay such
sums in cash, then, at my option, I may convert the compensation owed to restricted shares at the prevailing rate
at which shares are or were most recently sold.

This compensation is a retainer and is in exchange for my services as Secretary and Treasurer of the Company. I
will undertake these duties to the best of my abilities and will be available for consultation, meetings, conference
call, advice and support as needed.

This agreement may be cancelled by you or by the action of the Board upon thirty days notice. Similarly, it may
be cancelled by me with thirty days notice.

Sincerely,

          /s/ John Ryan
          John Ryan

          --------------------------------------------------------------------------------




I, Kurt Hoffman, President of Trend Mining, hereby confirm the terms of Mr. Ryan's agreement as outlined
above.

                                            /s/ Kurt Hoffman
                                            Kurt Hoffman, President
Exhibit 10.24

                                         TREND MINING COMPANY
                                            1519 Main Street #169
                                            Hilton Head, SC 29926

Telephone (843) 682-2023 * Facsimile (843) 682-2024

October 1, 2002

Mr. Thomas Kaplan
New York, NY

Dear Mr. Kaplan:

By mutual agreement of the parties it is hereby acknowledged that the single outstanding preferred share held in
your name is hereby cancelled effective on the date first written above. It is also agreed that all rights, duties and
obligations of either party related to such share being issued and outstanding shall also terminate and be of no
further effect as of the same date.

On Behalf of the Company,

                                             /s/ John P. Ryan
                                             John P. Ryan
                                             Chief Financial Officer
                                             Trend Mining Company




Agreed and Accepted,

                                                 /s/ Thomas Kaplan
                                                 Thomas Kaplan
Exhibit 10.25

                                 BUSINESS CONSULTANT AGREEMENT

THIS BUSINESS CONSULTANT AGREEMENT ("Agreement") is entered into this 29th day of October,
2002, between, TREND MINING COMPANY, a Delaware corporation, with its principal offices located at
P.O. Box 3397, Post Falls, Idaho 83877 (hereinafter referred to as the "COMPANY"), and HOWARD
SCHRAUB, an Individual with its principal offices located at 8538 Ruette Monte Carlo, La Jolla, CA 92037
(hereinafter "SCHRAUB").

1. Consulting Services

The COMPANY hereby engages SCHRAUB to perform the financial consulting and public relations services
listed below on the terms and conditions set forth in this Agreement:

(a) Introduce the COMPANY to investment bankers, market makers, stockbrokers, private investors, hedge
funds, and other financing or marketing sources designed to both raise capital and create a public market for the
COMPANY'S shares;

(b) Meet with tike appropriate existing and potential shareholder groups to create and broaden a shareholder
base for the COMPANY;

(c) Initiate and negotiate on behalf of the COMPANY to explore potential transactions which may involve a
public or private offering of equity;

(d) Analyze and evaluate the projected financial performance of the COMPANY;

(e) Assist in the formulation of a strategy for discussions with and the presentation of a transaction proposal to
any interested parties;

(f) As mutually agreed, advise the COMPANY regarding alternative financing structures (including bridge loans)
with which to effect a transaction;

(g) Assist in negotiation of letters of intent and definitive purchase or financing agreements with any interested
parties and their advisors;

SCHRAUB acknowledges that the COMPANY's objectives include a public or private offering of its equity
securities resulting in gross proceeds to the COMPANY of between $3 and $5 million. The COMPANY
acknowledges that SCHRAUB cannot provide any guaranty or assurances that the COMPANY will be
successful in completing any transaction of the types set forth above, as they are subject to numerous factors
which are beyond the control of SCHRAUB, including, but not limited to, market conditions, results of
operations of the COMPANY, industry trends and underwriter interest.

The COMPANY acknowledges that SCHRAUB is not a registered broker-dealer and that SCHRAUB cannot,
and shall not be required hereunder to, engage in the offer or sale of securities on behalf of the COMPANY.
While SCHRAUB has relationships and contacts with. various investors, broker dealers, and investment funds,
SCHRAUB's participation in the actual offer or sale of the COMPANY securities shall be limited to that of an
advisor to the COMPANY and a "finder" of investors, broker-dealers and funds. The COMPANY
acknowledges and agrees that the solicitation and consummation of any purchases of the

                                                         -1-
                                 BUSINESS CONSULTANT AGREEMENT

COMPANY's securities shall be handled by the COMPANY or one or more NASD member firms engaged by
the COMPANY for such purpose.

The COMPANY shall pay a 10% cash finders fees to SCHRAUB on sums received from investors whom he
introduces to the COMPANY provided such fees are allowable under the laws of the jurisdiction of the domicile
of the investor. Alternatively, SCHRAUB may elect to take such fees ins restricted stock of comparable value.

2. Term of Agreement

The term of this Agreement shall commence upon signing and shall be retroactive to August l, 2002 and shall
continue therefrom for a period of twelve (12) months until August 1, 2003, with an option to renew upon the
agreement of both parties.

3. Compensation

Beginning and retroactive to August 1, 2002, the COMPANY shall pay to SCHRAUB 50,000 shares in
restricted common stock and $10,000 in value of restricted stock calculated as of the close on the 15th day of
each month, or the previous most recent close if the 15th day shall be on a weekend or other trading holiday. The
COMPANY shall also reimburse SCHRAUB for any actual out-of-pocket expenses in a timely manner.

4. Miscellaneous

4.1 Further Actions. At any time and from time to time, each party agrees, at its or his expense, to take such
actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of
this Agreement.

4.2 Entire Agreement: Modification. This Agreement sets forth the entire understanding of the parties with respect
to the subject matter hereof and supersedes all existing agreements among them concerning such subject matter,
and may be modified only by a written instrument duly executed by the party to be bound.

4.3 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing
and shall be mailed by certified mail, return receipt requested (or by the most nearly comparable method if mailed
or to a location outside of the United States), or delivered against receipt to the party to whom it is to be given at
the address of such party set forth in the preamble to this Agreement (or to such other address as the party shall
have furnished in writing in accordance with the provisions of this Section). Any notice given to any corporate
party shall be addressed to the attention of the Corporation Secretary. Any notice of other communication given
by certified mail (or by such comparable method) shall be deemed given at the time of certification thereof (or
comparable act), except for a notice changing a party's address which will be deemed given at the time of receipt
thereof.

4.4 Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of that provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict

                                                         -2-
                                 BUSINESS CONSULTANT AGREEMENT

adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
Any waiver must be in writing and, in the case of a corporate party, be authorized by a resolution of the board of
directors or by an officer of the waiving party.

4.5 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the
COMPANY and SCHRAUB and their respective successors and assigns; provided, however, that any
assignment by any party of its rights under this Agreement without the written consent of the other party shall be
void.

4.6 Severability. If any provisions of this Agreement is invalid, illegal, or unenforceable, the balance of this
Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to any other persons and circumstances.

4.7 Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.

4.8 Counterparts: Governing Law. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall
be governed by and construed in accordance with the Laws of the State of California, without giving effect to
conflict of laws.

4.9 Attorney's Fees. In the event of a dispute with respect to this Agreement, the prevailing party shall be entitled
to its reasonable attorney's fees and other costs and expenses incurred in litigating or otherwise resolving or
settling such dispute.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

           /s/ Kurt Hoffman                                             /s/ Howard Schraub
           ----------------------------                                 -----------------------------
           Kurt Hoffman                                                 Howard Schraub
           President, Trend Mining Co.                                  an Individual
Exhibit 10.26

                                      SUBSCRIPTION AGREEMENT
                                           (U.S. INVESTORS)

         THIS SUBSCRIPTION AGREEMENT dated as of the ____ day of _________ 2002.

BETWEEN:

Trend Mining Company, a Delaware corporation with an address at P.O. Box 3397, Post Falls, ID 83877,
U.S.A. (the "Issuer")

AND:


                                              Name of Purchaser


                                                Mailing Address

                                                 (the "Investor")

WITNESSES THAT WHEREAS:

A. The Issuer is subject to the regulatory jurisdiction of the United States Securities and Exchange Commission
and any other securities commission of any State of the United States in which the securities of the Issuer are
offered (collectively, the "Commissions").

B. The Investor has agreed to purchase shares of Common Stock of the Issuer on the terms and conditions set
forth herein at a price of U.S. $0.10 per share.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties agree as follows:

1. PURCHASE AND SALE OF SHARES

1.1 The Investor hereby subscribes for and pays for in accordance with the terms of this Agreement, _______
Shares at a price of U.S. $.10 per Share.

1.2 The Investor shall deliver the sum of U.S. $________ to the Issuer.

1.3 Subscriptions delivered to the Placement Agents are not subject to revocation by the Investor. The Investor
acknowledges and agrees that this Agreement shall not be binding on the Issuer unless and until it, along with all
other requisite documents, has been delivered to Trend Mining Company at the above address, and the Issuer
has accepted the Agreement upon satisfying itself that all applicable securities laws have been complied with, and
that, if applicable, the Investor is a sophisticated purchaser or accredited investor.
2. REPRESENTATIONS AND WARRANTIES

2.1 The Investor represents and warrants to the Issuer that:

(a) the Investor is purchasing the Shares as principal and not on behalf of any third party;

(b) the Investor knows that the Shares are being acquired pursuant to exemptions under the United States
Securities Act of 1933, as amended (the "Securities Act");

(c) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act;
and

(d) the Investor is not acquiring the Shares as a result or any information about the affairs of the Issuer that is not
generally known to the public other than knowledge of this particular transaction. The Investor has had the
opportunity to inquire of the Management of the Company concerning the affairs of the Company and hereby
represents that he/she understands the high risks associated with this investment and that he/she may lose some or
all of this investment.

2.2 The Issuer represents and warrants to the Investor that:

(a) the Issuer is a corporation duly incorporated and in good standing under the laws of the State of Delaware;
and

(b) this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and it
constitutes a valid obligation of the Issuer duly binding upon it and enforceable in accordance with its terms.

3. COVENANTS

The Investor covenants with the Issuer to execute and deliver such further documents and do all such further acts
and things as may be necessary to comply with the Commissions' requirements for this private placement and to
carry out the intent of this Agreement.

4. SECURITIES LAWS MATTERS

4.1 The Investor is aware of, acknowledges and agrees with the Issuer as follows:

(a) at the time of issuance the Shares will NOT have been registered with the Securities and Exchange
Commission. The Company is issuing such shares in reliance on the exemptions under the Securities Act, and
applicable securities laws of certain states in which the Investor(s) reside(s);

(b) the holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such Shares may be
offered, sold, pledged or otherwise transferred only (i) to the Issuer, (ii) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act or (iii) in a transaction that does not require registration
under the Securities Act or any applicable state securities laws and rules and regulations governing the offer and
sale of securities, or (iv) pursuant to registration under the Securities Act and as further described below;

                                                         -2-
(c) any person to whom any of the Shares, or any interest therein, are transferred will, in turn, be subject to
applicable retransfer restrictions except pursuant to the registration of such shares as described below;

(d) the Investor fully comprehends that the Issuer is relying to a material degree on the representations, warranties
and agreements contained herein and in his or her Investment Representation Letter and/or Investor
Questionnaire submitted to the Issuer (if applicable), and with such realization, authorizes the Issuer to act as it
may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the
Shares of the following legend and any legends required by any applicable state securities laws:

                                  THE   SECURITIES   REPRESENTED BY THIS
                                  CERTIFICATE ARE RESTRICTED SECURITIES AS
                                  THAT TERM IS DEFINED IN RULE 144 UNDER
                                  THE SECURITIES ACT OF 1933, AS AMENDED
                                  (THE   "ACT"),   AND   HAVE   NOT   BEEN
                                  REGISTERED    UNDER   THE   ACT.   THESE




                           SECURITIES MAY NOT BE OFFERED FOR SALE,
                          SOLD OR TRANSFERRED EXCEPT PURSUANT TO
                            AN EFFECTIVE REGISTRATION STATEMENT
                               UNDER THE ACT OR PURSUANT TO AN
                          EXEMPTION FROM REGISTRATION UNDER THE
                            ACT, THE AVAILABILITY OF WHICH IS TO BE
                           ESTABLISHED TO THE SATISFACTION OF THE
                            ISSUER. THE SECURITIES REPRESENTED BY
                          THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
                          INVESTMENT AND NOT WITH A VIEW TO, OR IN
                                 CONNECTION WITH, THE SALE OR
                            DISTRIBUTION THEREOF. THE ISSUER MAY
                          REQUIRE AN OPINION OF COUNSEL SKILLED IN
                         SECURITIES MATTERS AND OTHER EVIDENCE OF
                              COMPLIANCE WITH THE ACT PRIOR TO
                                PERMITTING A TRANSFER OF THESE
                                          SECURITIES.

The Investor understands that the imposition of such a legend condition may affect the value, and the value as
collateral, of the Shares;

(e) the Investor agrees that the Issuer may require that none of the Shares or any interest therein may be sold,
transferred or otherwise disposed of unless registered under the Securities Act, without his or her having first
presented to the Issuer or its counsel a written opinion of counsel experienced in securities law matters indicating
that the proposed disposition will not be in violation of any of the registration provisions of the Securities Act and
the rules and regulations promulgated thereunder; and

(f) the Company agrees that within Fourteen (14) days of closing this offering the Company will file a one time
registration statement at its own expense seeking registration of the shares sold pursuant to the offering, as well as
any other shares held by holders who may have "piggyback" registration rights, and who timely notify the
Company that they desire to exercise such rights. The Company makes no

                                                         -3-
representation that such registration statement will be declared effective by the Securities and Exchange
Commission within any specific timeframe, or if ever. Further, the Company will contemporaneously make the
required filings and comply with any applicable "Blue Sky" provisions of the applicable states where necessary,
but makes no representation of its ability to clear such securities in any state within any specific timeframe, if ever.

(g) the Investor acknowledges that the foregoing is not a complete statement of the law applicable to resale or
registration of the Shares, but merely an outline of some of the more salient features. For legal advice in these
matters, the Investor will continue to rely on its own legal counsel as the Investor has throughout this transaction
concerning the purchase of the Shares.

5. INDEMNIFICATION

5.1 The Investor hereby indemnifies and holds harmless the Issuer and its officers, directors, shareholders,
agents, employees, attorneys, successors, and assigns from and against all damages, losses, costs, liabilities, and
expenses (including, costs of investigation, defense, and attorneys' fees) incurred by reason of the failure of the
Investor to fulfill any of the Investor's obligations hereunder or by reason of any breach or inaccuracy of any of
the representations or warranties made by the Investor herein.

6. GENERAL

6.1 This Agreement is subject to the approval of such regulatory authorities that have jurisdiction over the Issuer,
including all Commissions.

6.2 Neither the Investor nor the Issuer may assign all or any part of his, her or its interest in or to this Agreement
without the written consent of the other and any purported assignment without such consent will be void.

6.3 This Agreement is to be governed and interpreted according to the laws of the State of Delaware without
regard to conflict of laws or principles.

6.4 This Agreement shall ensure to the benefit of and be binding upon the parties and their successors, personal
representatives and permitted assigns.

6.5 Time is of the essence of this Agreement.

6.6 The parties to this Agreement may amend this Agreement only in writing.

6.7 The parties to this Agreement will execute and deliver such investor questionnaires, documents, transfers,
assurances, share certificates, warrant certificates and procedures necessary for the purposes of giving effect to
or perfecting the transactions contemplated by this Agreement.

6.8 All notices or other communications given or made hereunder shall be in writing and shall be delivered or
mailed by registered or certified mail, return receipt requested, postage prepaid, to the address given above, and
such notice will be deemed to be given on the date of receipt.

                                                          -4-
IN WITNESS WHEREOF the parties hereto have hereunder set their hands as of the date first stated above.

TREND MINING COMPANY

          By:___________________________________
          President

          If Investor is an individual:

          _____________________________                      ________________________________
          Name of Investor                                   Signature of Investor




Name of Witness Signature of Witness


Address of Investor


Occupation

If Investor is a corporation:

Name of Corporation:

By:___________________________________
Name:
Title:

                                                   -5-
Exhibit 10.27

                                      SUBSCRIPTION AGREEMENT
                                           (U.S. INVESTORS)

          THIS SUBSCRIPTION AGREEMENT dated as of the 29th day of December 2002.

BETWEEN:

Trend Mining Company, a Delaware corporation with an address at P.O. Box 3397, Post Falls, ID 83877,
U.S.A. (the "Issuer")

AND:

                                                 Kurt J. Hoffman

Name of Purchaser

E. 4881 Shoreline Drive, Post Falls, ID 83854 Mailing Address

                                                 (the "Investor")

WITNESSES THAT WHEREAS:

A. The Issuer is subject to the regulatory jurisdiction of the United States Securities and Exchange Commission
and any other securities commission of any State of the United States in which the securities of the Issuer are
offered (collectively, the "Commissions").

B. The Investor has agreed to purchase shares of Common Stock of the Issuer on the terms and conditions set
forth herein at a price of U.S. $0.10 per share.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties agree as follows:

1. PURCHASE AND SALE OF SHARES

1.1 The Investor hereby subscribes for and pays for in accordance with the terms of this Agreement, 169,160
Shares at a price of U.S. $.10 per Share.

1.2 The Investor shall deliver the sum of U.S. $16,916.00 to the Issuer.

1.3 Subscriptions delivered to the Placement Agents are not subject to revocation by the Investor. The Investor
acknowledges and agrees that this Agreement shall not be binding on the Issuer unless and until it, along with all
other requisite documents, has been delivered to Trend Mining Company at the above address, and the Issuer
has accepted the Agreement upon satisfying itself that all applicable securities laws have been complied with, and
that, if applicable, the Investor is a sophisticated purchaser or accredited investor.
2. REPRESENTATIONS AND WARRANTIES

2.1 The Investor represents and warrants to the Issuer that:

(a) the Investor is purchasing the Shares as principal and not on behalf of any third party;

(b) the Investor knows that the Shares are being acquired pursuant to exemptions under the United States
Securities Act of 1933, as amended (the "Securities Act");

(c) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act;
and

(d) the Investor is not acquiring the Shares as a result or any information about the affairs of the Issuer that is not
generally known to the public other than knowledge of this particular transaction. The Investor has had the
opportunity to inquire of the Management of the Company concerning the affairs of the Company and hereby
represents that he/she understands the high risks associated with this investment and that he/she may lose some or
all of this investment.

2.2 The Issuer represents and warrants to the Investor that:

(a) the Issuer is a corporation duly incorporated and in good standing under the laws of the State of Delaware;
and

(b) this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and it
constitutes a valid obligation of the Issuer duly binding upon it and enforceable in accordance with its terms.

3. COVENANTS

The Investor covenants with the Issuer to execute and deliver such further documents and do all such further acts
and things as may be necessary to comply with the Commissions' requirements for this private placement and to
carry out the intent of this Agreement.

4. SECURITIES LAWS MATTERS

4.1 The Investor is aware of, acknowledges and agrees with the Issuer as follows:

(a) at the time of issuance the Shares will NOT have been registered with the Securities and Exchange
Commission. The Company is issuing such shares in reliance on the exemptions under the Securities Act, and
applicable securities laws of certain states in which the Investor(s) reside(s);

(b) the holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such Shares may be
offered, sold, pledged or otherwise transferred only (i) to the Issuer,
(ii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act or (iii) in a
transaction that does not require registration under the Securities Act or any applicable state securities laws and
rules and regulations governing the offer and sale of securities, or (iv) pursuant to registration under the Securities
Act and as further described below;

                                                          -2-
(c) any person to whom any of the Shares, or any interest therein, are transferred will, in turn, be subject to
applicable retransfer restrictions except pursuant to the registration of such shares as described below;

(d) the Investor fully comprehends that the Issuer is relying to a material degree on the representations, warranties
and agreements contained herein and in his or her Investment Representation Letter and/or Investor
Questionnaire submitted to the Issuer (if applicable), and with such realization, authorizes the Issuer to act as it
may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the
Shares of the following legend and any legends required by any applicable state securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND HAVE NOT BEEN REGISTERED UNDER THE ACT. THESE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. THE ISSUER MAY REQUIRE AN OPINION OF
COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH
THE ACT PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES.

The Investor understands that the imposition of such a legend condition may affect the value, and the value as
collateral, of the Shares;

(e) the Investor agrees that the Issuer may require that none of the Shares or any interest therein may be sold,
transferred or otherwise disposed of unless registered under the Securities Act, without his or her having first
presented to the Issuer or its counsel a written opinion of counsel experienced in securities law matters indicating
that the proposed disposition will not be in violation of any of the registration provisions of the Securities Act and
the rules and regulations promulgated thereunder; and

(f) the Company agrees that within Fourteen (14) days of closing this offering the Company will file a one time
registration statement at its own expense seeking registration of the shares sold pursuant to the offering, as well as
any other shares held by holders who may have "piggyback" registration rights, and who timely notify the
Company that they desire to exercise such rights. The Company makes no representation that such registration

                                                         -3-
statement will be declared effective by the Securities and Exchange Commission within any specific timeframe, or
if ever. Further, the Company will contemporaneously make the required filings and comply with any applicable
"Blue Sky" provisions of the applicable states where necessary, but makes no representation of its ability to clear
such securities in any state within any specific timeframe, if ever.

(g) the Investor acknowledges that the foregoing is not a complete statement of the law applicable to resale or
registration of the Shares, but merely an outline of some of the more salient features. For legal advice in these
matters, the Investor will continue to rely on its own legal counsel as the Investor has throughout this transaction
concerning the purchase of the Shares.

5. INDEMNIFICATION

5.1 The Investor hereby indemnifies and holds harmless the Issuer and its officers, directors, shareholders,
agents, employees, attorneys, successors, and assigns from and against all damages, losses, costs, liabilities, and
expenses (including, costs of investigation, defense, and attorneys' fees) incurred by reason of the failure of the
Investor to fulfill any of the Investor's obligations hereunder or by reason of any breach or inaccuracy of any of
the representations or warranties made by the Investor herein.

6. GENERAL

6.1 This Agreement is subject to the approval of such regulatory authorities that have jurisdiction over the Issuer,
including all Commissions.

6.2 Neither the Investor nor the Issuer may assign all or any part of his, her or its interest in or to this Agreement
without the written consent of the other and any purported assignment without such consent will be void.

6.3 This Agreement is to be governed and interpreted according to the laws of the State of Delaware without
regard to conflict of laws or principles.

6.4 This Agreement shall ensure to the benefit of and be binding upon the parties and their successors, personal
representatives and permitted assigns.

6.5 Time is of the essence of this Agreement.

6.6 The parties to this Agreement may amend this Agreement only in writing.

6.7 The parties to this Agreement will execute and deliver such investor questionnaires, documents, transfers,
assurances, share certificates, warrant certificates and procedures necessary for the purposes of giving effect to
or perfecting the transactions contemplated by this Agreement.

6.8 All notices or other communications given or made hereunder shall be in writing and shall be delivered or
mailed by registered or certified mail, return receipt requested, postage prepaid, to the address given above, and
such notice will be deemed to be given on the date of receipt.

                                                         -4-
IN WITNESS WHEREOF the parties hereto have hereunder set their hands as of the date first stated above.

TREND MINING COMPANY

          By:____________________________
          President

          If Investor is an individual:

          _______________________________                      _______________________________
          Name of Investor                                     Signature of Investor




Name of Witness Signature of Witness


Address of Investor


Occupation

If Investor is a corporation:

Name of Corporation:

By:____________________________
Name:
Title:

                                                   -5-
Exhibit 10.28

                                      SUBSCRIPTION AGREEMENT
                                           (U.S. INVESTORS)

           THIS SUBSCRIPTION AGREEMENT dated as of the 14th day of January 2003.

BETWEEN:

Trend Mining Company, a Delaware corporation with an address at P.O. Box 3397, Post Falls, ID 83877,
U.S.A. (the "Issuer")

AND:

John Ryan
Name of Purchaser

1519 Main St., #169, Hilton Head, SC 29926 Mailing Address

                                                 (the "Investor")

WITNESSES THAT WHEREAS:

A. The Issuer is subject to the regulatory jurisdiction of the United States Securities and Exchange Commission
and any other securities commission of any State of the United States in which the securities of the Issuer are
offered (collectively, the "Commissions").

B. The Investor has agreed to purchase shares of Common Stock of the Issuer on the terms and conditions set
forth herein at a price of U.S. $0.10 per share.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties agree as follows:

1. PURCHASE AND SALE OF SHARES

1.1 The Investor hereby subscribes for and pays for in accordance with the terms of this Agreement, 450,000
Shares at a price of U.S. $.21 per Share.

1.2 The Investor shall deliver the sum of U.S. $93,000 to the Issuer.

1.3 Subscriptions delivered to the Placement Agents are not subject to revocation by the Investor. The Investor
acknowledges and agrees that this Agreement shall not be binding on the Issuer unless and until it, along with all
other requisite documents, has been delivered to Trend Mining Company at the above address, and the Issuer
has accepted the Agreement upon satisfying itself that all applicable securities laws have been complied with, and
that, if applicable, the Investor is a sophisticated purchaser or accredited investor.
2. REPRESENTATIONS AND WARRANTIES

2.1 The Investor represents and warrants to the Issuer that:

(a) the Investor is purchasing the Shares as principal and not on behalf of any third party;

(b) the Investor knows that the Shares are being acquired pursuant to exemptions under the United States
Securities Act of 1933, as amended (the "Securities Act");

(c) the Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act;
and

(d) the Investor is not acquiring the Shares as a result or any information about the affairs of the Issuer that is not
generally known to the public other than knowledge of this particular transaction. The Investor has had the
opportunity to inquire of the Management of the Company concerning the affairs of the Company and hereby
represents that he/she understands the high risks associated with this investment and that he/she may lose some or
all of this investment.

2.2 The Issuer represents and warrants to the Investor that:

(a) the Issuer is a corporation duly incorporated and in good standing under the laws of the State of Delaware;
and

(b) this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and it
constitutes a valid obligation of the Issuer duly binding upon it and enforceable in accordance with its terms.

3. COVENANTS

The Investor covenants with the Issuer to execute and deliver such further documents and do all such further acts
and things as may be necessary to comply with the Commissions' requirements for this private placement and to
carry out the intent of this Agreement.

4. SECURITIES LAWS MATTERS

4.1 The Investor is aware of, acknowledges and agrees with the Issuer as follows:

(a) at the time of issuance the Shares will NOT have been registered with the Securities and Exchange
Commission. The Company is issuing such shares in reliance on the exemptions under the Securities Act, and
applicable securities laws of certain states in which the Investor(s) reside(s);

(b) the holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such Shares may be
offered, sold, pledged or otherwise transferred only (i) to the Issuer,
(ii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act or (iii) in a
transaction that does not require registration under the Securities Act or any applicable state securities laws and
rules and regulations governing the offer and sale of securities, or (iv) pursuant to registration under the Securities
Act and as further described below;

                                                          -2-
(c) any person to whom any of the Shares, or any interest therein, are transferred will, in turn, be subject to
applicable retransfer restrictions except pursuant to the registration of such shares as described below;

(d) the Investor fully comprehends that the Issuer is relying to a material degree on the representations, warranties
and agreements contained herein and in his or her Investment Representation Letter and/or Investor
Questionnaire submitted to the Issuer (if applicable), and with such realization, authorizes the Issuer to act as it
may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the
Shares of the following legend and any legends required by any applicable state securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND HAVE NOT BEEN REGISTERED UNDER THE ACT. THESE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. THE ISSUER MAY REQUIRE AN OPINION OF
COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH
THE ACT PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES.

The Investor understands that the imposition of such a legend condition may affect the value, and the value as
collateral, of the Shares;

(e) the Investor agrees that the Issuer may require that none of the Shares or any interest therein may be sold,
transferred or otherwise disposed of unless registered under the Securities Act, without his or her having first
presented to the Issuer or its counsel a written opinion of counsel experienced in securities law matters indicating
that the proposed disposition will not be in violation of any of the registration provisions of the Securities Act and
the rules and regulations promulgated thereunder; and

(f) the Company agrees that within Fourteen (14) days of closing this offering the Company will file a one time
registration statement at its own expense seeking registration of the shares sold pursuant to the offering, as well as
any other shares held by holders who may have "piggyback" registration rights, and who timely notify the
Company that they desire to exercise such rights. The Company makes no representation that such registration

                                                         -3-
statement will be declared effective by the Securities and Exchange Commission within any specific timeframe, or
if ever. Further, the Company will contemporaneously make the required filings and comply with any applicable
"Blue Sky" provisions of the applicable states where necessary, but makes no representation of its ability to clear
such securities in any state within any specific timeframe, if ever.

(g) the Investor acknowledges that the foregoing is not a complete statement of the law applicable to resale or
registration of the Shares, but merely an outline of some of the more salient features. For legal advice in these
matters, the Investor will continue to rely on its own legal counsel as the Investor has throughout this transaction
concerning the purchase of the Shares.

5. INDEMNIFICATION

5.1 The Investor hereby indemnifies and holds harmless the Issuer and its officers, directors, shareholders,
agents, employees, attorneys, successors, and assigns from and against all damages, losses, costs, liabilities, and
expenses (including, costs of investigation, defense, and attorneys' fees) incurred by reason of the failure of the
Investor to fulfill any of the Investor's obligations hereunder or by reason of any breach or inaccuracy of any of
the representations or warranties made by the Investor herein.

6. GENERAL

6.1 This Agreement is subject to the approval of such regulatory authorities that have jurisdiction over the Issuer,
including all Commissions.

6.2 Neither the Investor nor the Issuer may assign all or any part of his, her or its interest in or to this Agreement
without the written consent of the other and any purported assignment without such consent will be void.

6.3 This Agreement is to be governed and interpreted according to the laws of the State of Delaware without
regard to conflict of laws or principles.

6.4 This Agreement shall ensure to the benefit of and be binding upon the parties and their successors, personal
representatives and permitted assigns.

6.5 Time is of the essence of this Agreement.

6.6 The parties to this Agreement may amend this Agreement only in writing.

6.7 The parties to this Agreement will execute and deliver such investor questionnaires, documents, transfers,
assurances, share certificates, warrant certificates and procedures necessary for the purposes of giving effect to
or perfecting the transactions contemplated by this Agreement.

6.8 All notices or other communications given or made hereunder shall be in writing and shall be delivered or
mailed by registered or certified mail, return receipt requested, postage prepaid, to the address given above, and
such notice will be deemed to be given on the date of receipt.

                                                         -4-
IN WITNESS WHEREOF the parties hereto have hereunder set their hands as of the date first stated above.

TREND MINING COMPANY

                By: /s/ Kurt J. Hoffman
                President

                If Investor is an individual:

                John P. Ryan                                        /s/ John P. Ryan
                Name of Investor                                    Signature of Investor




Name of Witness Signature of Witness


Address of Investor


Occupation

If Investor is a corporation:

Name of Corporation:

By:____________________________
Name:
Title:

                                                   -5-
Exhibit 10.29
FEE AGREEMENT

This Fee Agreement is entered into by Trend Mining Company, with an office at 5968 Government Way, Coeur
d'Alene, ID 83815 (the "Company") and National Securities Corporation, with an office at 1001 4th Avenue,
Seattle, WA 98154 (the "Finder") as of March 1, 2003.

WHEREAS, the Finder has located several qualified investors for the proposed transaction (bridge loan and/or
credit facility and/or private placement of debt or equity).

Therefore, the parties hereto agree as follows:

1. If this transaction is successfully developed from this referral, the Finder will receive a Referral Fee (the "Fee"),
payable at financial closing out of escrow,

13% of Total Gross value of transaction in cash and 15% warrant coverage. See Example A.

                                                  B - Warrant type

2. During the transaction process, any advances against the total Fee will be paid to the Finder by Company, on
the condition that all Fee advances, if any, made will be deducted from the total Fee payable, under this
agreement, and further, that all advance payments are authorized by the Investors.

3. Trend Mining Company hereby agrees to an exclusive period whereby Trend Mining Company will not solicit,
review, or accept any competing offers of loans, credit facilities, equity investment or the like. This exclusive
period preventing competition will last until 5:00 pm, May 31, 2003. The only exception being an agreement
signed by JDK Capital, Toronto, Ontario.

4. The company agrees to immediately (within ten days) of the closing of this proposed transaction to file
resignation statement at the company's expense covering the shares and the shares underlying the warrants issued
in this transaction.

This Agreement may be executed in on or more multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute a single agreement. Finder, and all of its agents, representatives, and
employees, hereby irrevocably and unconditionally consent to the personal jurisdiction over them of the Superior
Court of the State of New Jersey.

This Agreement is reciprocal as relates to the proprietary information and contacts provided by either the
Company or the Finder.

This Agreement shall be valid for a period of one (1) year, unless renewed by the parties.

IN WITNESS WHEREOF, each party has caused this agreement to be executed as of the date first above
written.

          THE COMPANY                                                  THE RECIPIENT
          -----------                                                  -------------

          TREND MINING COMPANY                                         NATIONAL SECURITIES CORPORATION
          a DELAWARE CORPORATION                                       a WASHINGTON COMPANY

          By: /s/ John Ryan                                            By: /s/ Thomas Parison
          John Ryan                                                    Thomas Parison
          CFO & Director




A) Warrant: 10 year term exercised at 25(cent)/share. The warrants shall contain a cashless exercise provision.
Transaction gross value x 15% / stock price = number of warrants.
Example: $2,000,000 raised x 15% = $300,000 + 20(cent)= $1,500,000 warrants - exercise price 20(cent).

B) 10 year warrant - exercise price per warrant will be equal to the price investors pay per share in this private
placement of equity.

: If the private placement is a debt offering, the warrant exercise price will be equal to the lowest closing bid of
(TRDM) for the 10 trading days immediately proceeding the closing of this private placement.
Exhibit 10.30

                                             PROMISSORY NOTE

$65,000 August 29, 2003 New York, New York

WHEREAS, CGT Management Ltd., a company organized and existing under the laws of Bermuda (the
"Payee"), desires to invest a portion of its passive assets in a fixed income instrument; and

WHEREAS, Trend Mining Company ("Payor"), a Delaware corporation with its principal business address at
4881 East Shoreline Drive, Post Falls, Idaho 83854, desires to borrow and Payee desires to lend, the principal
amount of $65,000, which loan shall be evidenced by this Promissory Note;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Payor and the Payee agree as follows:

FOR VALUE RECEIVED, Payor hereby unconditionally promises to pay Payee, in immediately available funds,
the principal amount of Sixty-Five Thousand United States Dollars ($65,000), plus any accrued and unpaid
interest thereon, on November 27, 2003 (the "Maturity Date"). The Payor further promises to pay interest on the
unpaid outstanding principal amount of this Promissory Note at the rate of 10% per annum. In no event shall the
interest payable hereunder exceed the maximum amount permitted under applicable law.

If any payment under this Promissory Note becomes due and payable on a Saturday, Sunday or legal holiday, or
on any other day on which banking institutions in the State of New York are closed, the due date of such
payment shall be extended to the next business day.

1. Optional Prepayments. The Payor shall have the right to prepay the outstanding amount of principal and
interest hereunder, in whole or in part, at any time or from time to time, without penalty or premium, and any such
prepayments shall be applied to interest first and then to principal.

2. Events of Default; Acceleration.

(a) The following events shall constitute "Events of Default" hereunder:

(i) A breach by the Payor of any of its representations, warranties, covenants or agreements made in this
Promissory Note; or

(ii) If proceedings under any bankruptcy or insolvency law are commenced by the Payor, or if proceedings under
any bankruptcy or insolvency law are commenced against the Payor and such proceedings are not dismissed
within 30 days of commencement thereof, or if a general assignment for the benefit of creditors of the Payor is
made or if a trustee or receiver of the Payor's property is appointed.
(b) Upon the occurrence of an Event of Default, then, or at any time thereafter, and in each and every such case,
unless such Event of Default shall have been waived in writing by the Payee (which waiver shall not be deemed to
be a waiver of any subsequent default) at the option of the Payee and in the Payee's sole discretion, the Payee
may, upon written notice to the Payor, declare the unpaid principal amount of this Promissory Note, accrued
interest thereon and all other amounts payable under this Promissory Note immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything herein or
in any note or other instruments contained to the contrary notwithstanding, and the Payee may immediately, and
without expiration of any further period of grace, enforce any and all of the Payee's rights and remedies provided
herein or any other rights or remedies afforded by law; provided, however, that in the case of an Event of Default
described in Section 2(a)(ii) above, then the unpaid principal amount of this Promissory Note, any accrued
interest thereon and other amounts payable under this Promissory Note shall be immediately due and payable
without any notice or other action by the Payee.

3. Representations. The Payor represents and warrants to the Payee that the Payor has full power, authority and
legal right to make this Promissory Note and that this Promissory Note has been duly authorized, executed and
delivered by the Payor and constitutes the legal, valid and binding obligation of the Payor, enforceable against the
Payor in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency or other
similar laws affecting creditors' rights and remedies generally or by the application of general principals of equity.

4. Expenses. The Payor agrees to pay to the Payee on demand all costs, expenses, and charges, including
reasonable attorneys' fees and expenses, incurred by the Payee in connection with the enforcement and collection
of this Promissory Note and the prosecution of any rights of the Payee pursuant to this Promissory Note. The
provisions of this Section 4 shall survive the payment of monies due hereunder.

5. Governing Law and Jurisdiction. This Promissory Note and the rights and obligations of the Payor and the
Payee shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to the conflicts of law principles thereof. For purposes of any proceeding involving this Promissory Note or
any of the obligations of the Payor, the Payor hereby submits to the non-exclusive jurisdiction of any federal or
state court sitting in the Southern District of New York, and the Payor hereby waives, to the fullest extent
permitted by law, any objection to or defense based upon the venue of any such court or based upon forum non
conveniens.

6. Notice. Notice or demand under this Promissory Note shall be in writing and shall be deemed to have been
duly made and received (i) when personally served (ii) five days after the date sent by certified mail, postage
prepaid, return receipt requested, or (iii) when delivered by Federal Express or a similar overnight courier
service, expenses prepaid, addressed to the Payor.

7. Miscellaneous.

                                                         -2-
(a) This Promissory Note may be modified or canceled only by the written agreement of the Payor and the
Payee. No failure or delay on the part of the Payee in exercising any of its rights nor any partial or single exercise
of its rights shall constitute a waiver thereof or of any other right, and no waiver on the part of the Payee of any of
its rights shall constitute a waiver of any other right. No waiver by the Payee of any of its rights hereunder shall be
effective unless the same shall be in writing signed by the Payee. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

(b) The provisions of this Promissory Note are intended to be severable. If for any reason any provisions of this
Promissory Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall,
as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions thereof in any
jurisdiction.

(c) This Promissory Note shall be binding on the Payor and its successors and assigns and shall inure to the
benefit of the Payee and its successors and assignors, except that the Payor may not delegate any of its
obligations hereunder without the prior written consent of the Payee.

(d) The headings appearing in this Promissory Note are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope and intent of this Promissory Note or any of the
provisions hereof.

IN WITNESS WHEREOF, the Payor has caused this Promissory Note to be executed by its duly authorized
officer as of the date first written above.

                                         TREND MINING COMPANY

                                                                          By:/s/ John P. Ryan
                                                                          Name: John P. Ryan
                                                                          Title: C.F.O. & Director




              /s/ Kurt Hoffman
              Witness




              /s/ ____________________
              Witness




                                                         -3-
Exhibit 10.31

                                 AMENDMENT TO PROMISSORY NOTE

$65,000 November 27, 2003 New York, New York

WHEREAS, CGT Management Ltd., a company organized and existing under the laws of Bermuda (the
"Payee"), made a loan to Trend Mining Company ("Payor"), a Delaware corporation with its principal business
address at 4881 East Shoreline Drive, Post Falls, Idaho 83854, in the principal amount of $65,000 plus interest
at a rate of 10% per annum, which loan was evidenced by that certain Promissory Note (the "Note") dated
August 29, 2003;

WHEREAS, principal and interest on the Note are due and payable as of even date herewith; and

WHEREAS, Payor and Payee wish to extend the maturity date of the Note for an additional ninety days;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Payor and the Payee agree as follows:

1. Amendment to Term. The Maturity Date of the Note shall be February 25, 2004.

2. Note. Other than as set forth in paragraph 1, all of the terms and conditions of, and the Payor's obligations
under, the Note shall remain in full force and effect.

IN WITNESS WHEREOF, the Payor and Payee have caused this Amendment to be executed by their duly
authorized officers as of the date first written above.

                                        TREND MINING COMPANY

          /s/ Lindsay                                               By:/s/ John Ryan
          Witness                                                   Name: John Ryan
                                                                    Title: Chief Financial Officer




                                         CGT MANAGEMENT LTD.

            _________________________                                  By:________________________
            Witness                                                    Name: Roy Klassen
                                                                       Title: Director
Exhibit 31.1

Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

I, Kurt J. Hoffman, certify that:

1. I have reviewed this report on Form 10-KSB of Trend Mining Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting;

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

          Date:      January 21, 2004                           /s/ Kurt J. Hoffman
                                                                Kurt J. Hoffman
                                                                President and Chief Executive Officer
Exhibit 31.2

Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

I, John P. Ryan, certify that:

1. I have reviewed this report on Form 10-KSB for Trend Mining Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting;

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

          Date:      January 21, 2004                           /s/ John P. Ryan
                                                                John P. Ryan
                                                                Treasurer and Chief Financial Officer
Exhibit 32

                                 Certification Pursuant to 18 U.S.C. Sec. 1350
                                 (Section 906 of the Sarbanes-Oxley Act of 2002)



In connection with the filing by Trend Mining Company (the "Company") of the Annual Report on Form 10-KSB
for the period ending September 30, 2003 (the "Report"), each of the undersigned hereby certifies pursuant to 18
U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                    /s/ Kurt J. Hoffman
                                    Kurt J. Hoffman
                                    President and Chief Executive Officer




                                    /s/ John P. Ryan
                                    John P. Ryan
                                    Treasurer and Chief Financial Officer

				
DOCUMENT INFO
Shared By:
Stats:
views:17
posted:10/23/2010
language:English
pages:42