dollars and eighty-three cents, with interest thereon from this date, the following property and securities, viz:

No. 1 An assignment of a mortgage, executed by the Mount Hope mining company, a body corporate of the state of New Jersey, to the Morris canal and banking company, on their mineral tract of about eight hundred acres, and their mineral right to about eight hundred acres adjoining, situate in the county of Morris, state of New Jersey, for fifty thousand dollars.

No. 2. A bond and mortgage executed by the Morris canal and banking company on the property purchased of Nathaniel Saxton, situated on the Morris canal, in Morris and Warren counties, containing eleven hundred and fifty-two acres, for the sum of twenty thousand dollars.

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No. 3. A bond and mortgage executed by the Morris canal and banking company to the state of Michigan, on their two farms in the town of Pequanock, county of Morris, state of New Jersey, consisting of three hundred and fifteen acres, with saw mill, two good dwelling houses, and other improvements, for ten thousand dollars.

No. 4. An assignment of a bond and mortgage, executed by J. Scarinus, J. T. Pierson and Stiles Williams, to the Morris canal and banking company, on lands situate in the county of Luzerne, and state of Pennsylvania, on the head waters of the Lehigh river, for twenty-one thousand dollars, the balance remaining due, on which is ten thousand dollars or more.

No. 5. A bond and mortgage executed by the Morris canal and banking company to the state of Michigan, on their banking house, and two lots of land situate on the corners of Grand, Green and Sussex streets, Jersey city, for the sum of twenty thousand dollars.

No. 6. A deed of conveyance from George Griswold to the state of Michigan, of the banking house and lot of ground No. 45, William street, in the city of New York, for one hundred thousand dollars.

No. 7. A deed of conveyance executed by the Little Schuylkill and Susquehanna railroad company, to the state of Michigan, for a tract, or tracts of land purchased by them from C. Coxe, of Philadelphia, containing about one hundred acres, situate on the head waters of the Little Schuylkill river, at and near the junction of Northampton, Luzerne and Schuylkill counties, in Pennsylvania, eight thousand dollars.

No. 8. An assignment of the residue of the debts, bills receivable, stocks, bonds, and all securities now held by the American exchange bank, and given to the said bank by the Morris canal and banking company, in liquidation of a stock transaction, 1st March, 1839, after payment of said debt to the American exchange bank, twenty thousand dollars.

No. 9. An assignment of a judgment on the Long Island railroad company's railroad, cars, with fixtures, &c., for forty thousand dollars.

No. 10. A bond of the Little Schuylkill and Susquehanna railroad company, to be hereafter secured by mortgage on their railroad, if desired. The notes of said company for amount thereof having been delivered, in the meantime, until the bond can be procured, thirty-three thousand dollars.

No. 11. Four hundred and forty shares, of fifty dollars each, in the Cumberland Valley railroad of Pennsylvania, twentytwo thousand dollars.

No. 12. An obligation of the Morris and Sussex manufacturing company, of Stanhope, New Jersey, to deliver iron in New York, 1st January, 1842, to the value of forty-five thousand dollars.

No. 13. An obligation of the Morris and Sussex manufacturing company, of Stanhope, New Jersey, to deliver iron in New York, 1st July, 1842, to the value of forty-five thousand dollars.

No. 14. An obligation of the Morris and Sussex manufacturing company, of Stanhope, New Jersey, to deliver iron in New York, 1st January, 1843, to the value of sixty thousand dollars.

No. 15. An obligation of the Morris and Sussex manufacturing company, of Stanhope, New Jersey, to deliver iron in New York, 1st January, 1843, to the value of twenty-seven thousand five hundred dollars.

No. 16. An obligation of Biddle, Chambers & Co., of Danville, Pennsylvania, to deliver iron in New York, 1st January, 1843, to the value of twenty-seven thousand five hundred dol-: lars.

No. 17. An assignment of a debt due from Theodore Romeyn, to the said Morris canal and banking company, with the collateral security, estimated at eleven thousand dollars.

The parties to this agreement, mutually agree with each other, that the said property and securities, are, and shall be considered as received on the following terms, and subject to the following agreement:

First. Of the securities enumerated above, those numbered 3, 4, 5, 9, 11, amounting together to the sum of one hundred and twelve thousand dollars, shall be returned to the Morris canal and banking company, upon their furnishing to the state of Michigan, in exchange, an assignment of a valid and unincumbered right to their claim for advances on the script of the Apalachicola land company, of which George Griswold and Lewis Curtiss are the present trustees, together with said script and the requisite documents, to transfer the same to the said state, estimated at one hundred and ten thousand dollars. Vol. I.

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Second. The said Morris canal and banking company agree, that unless the substitution of the claim for advances on Apalachicola script, and the script itself, for the property and securities mentioned above as 3d, 4th, 5th, 9th, 11th, shall be made and tendered to the state of Michigan within six months from this date, the said latter property and securities, shall remain permanently with the state of Michigan under this agreement, the Morris canal and banking company shall then add thereto of other securities, twenty thousand dollars.

Third. The Morris canal and banking company shall pay to the state of Michigan, the sum of one hundred thousand dollars on or before the first day of January, 1844, on account of the principal and interest upon the said sum of eight hundred and twenty-three thousand two hundred and ninety-five dollars and eighty-three cents, and annually thereafter on the first day of January in each year, a like sum on the same, until the said debt and the interest thereon shall be fully paid; such payments, and all other payments made thereon, however, always to be applied in the first place, so far as shall be necessary for that purpose, to the satisfaction of said interests which shall have accrued to the time of such payments respectively.

Fourth. Numbers 8, 12, 13, 14, 15 and 16 of the above securities and property are to be realized as they become due, and the avails to be applied on the said debt and interest; the Morris canal and banking company, however, are to have the right to negotiate the sales of the iron, subject to the approval of the authorized agent of the state of Michigan; but the contracts of sale are to be executed and carried into effect by such agent, and the proceeds received by him.

And the Morris canal and banking company shall procure the assent of the Morris and Sussex manufacturing company, as also the assent of Biddle, Chambers & Co., of Danville, Pennsylvania, to the assignment of the obligations mentioned in said numbers 12, 13, 14, 15 and 16, to the state of Michigan, and their agreement to deliver said iron to the authorized agent of said state instead of the Morris canal and banking company.

Fifth. The property and securities except numbers 8, 12, 13, 14, 15 and 16, delivered to the state of Michigan under this agreement, are to be returned to the said Morris canal and banking company, whenever they may require the same, upon the furnishing other securities to the said state not inferior in value, upon a fair and just estimate of the same, and that to facilitate this exchange of the securities which it is the intent and desire of both parties to do to the fullest extent which may be practicable for the benefit of the said Morris canal and banking company, but not to the diminution of the security of the said state of Michigan, all the said property and securities delivered under this agreement, shall be placed in the safe keep

ing of some authorized agent of the state of Michigan residing in the city of New York, with full power and discretion to him to make the said exchange of securities in the same manner as the state itself could do, whenever application to this effect shall be made by said Morris canal and banking company, and on payment being made on liquidation of the said debt and interest, a pro rata amount of securities shall be returned. This, however, only to commence when the principal and interest shall be reduced by payments within the value of the property and securities delivered to the state of Michigan under this agreement.

Sixth. The state of Michigan shall forbear any demand, suit, or process whatsoever against the Morris canal and banking company on account of their said debt and the interest thereon, until the first day of January, 1844, already mentioned, and upon the payment of one hundred thousand dollars at that time and annually thereafter, as herein before provided, shall in like manner forbear, altogether, any legal proceedings, against said company for said debt and the interest thereon.

But in case of the failure of the Morris canal and banking company to comply with the terms of this agreement, or to make such annual payments of one hundred thousand dollars, the state of Michigan shall have right to sell or otherwise realize in cash, out of said property and securities or any of them, or collect from the said Morris canal and banking company an amount sufficient to provide for the payment or payments which there shall have been a failure to make, or take such other proceedings against said company as said state may deem proper, and in case the title to any of the said property or securities or any which may be substituted in their place under this agreement, shall prove to be defective or incumbered, then the said state of Michigan shall have a right to proceed and collect of the said Morris canal and banking company, the amount of the property and security the title to which may have so proved defective or incumbered, unless the said Morris canal and banking company shall, within ninety days after notice thereof, render such title perfect and unincumbered, or give other good security in lieu thereof.

And the said Morris canal and banking company agree to advance and pay to the said state of Michigan on the execution of this agreement, the sum of two thousand and ten dollars, which is to be applied towards the payment of the last instalment of the said debt due the said state, and which payment is made to place the said treasurer in funds to meet his expenses and the fees of the counsel employed by him for said state. In witness whereof, the Morris canal and banking company have hereunto affixed their corporate seal, and caused this instrument to be signed by their president and attested by their

cashier, and signed also by the treasurer of the state of Michi gan on behalf of said state.

Received, New York, December 19, 1840, of Robert Stuart Esq., treasurer of the state of Michigan, the securities mentioned in the within agreement, except numbers 10, 11 and 7, which are not now in Mr. Stuarts possession, but are expected soon to be sent to me, and which securities so received or hereafter to be received, I am to take all necessary and proper measures to render available to the state of Michigan, and do all acts concerning them which the said state is bound to do by the said agreement.

SAMUEL A. FOOTE.

(B.)

In chancery. State of Michigan vs. The Morris canal and banking company.

To his excellency WILLIAM PENNINGTON, Governor and Chancellor of the state of New Jersey.

In chancery, humbly complaining, shows unto your excellency, the complainant, the state of Michigan, that by an act of the legislature of the state of New Jersey, passed on or about the thirty-first day of December, in the year of our Lord one thousand eight hundred and twenty-four, entitled "An act to incorporate a company to form an artificial navigation between the Passaic and Delaware rivers," the Morris canal and banking company were incorporated by that name, for the purpose and with the privileges and immunities in the said act defined and granted, and by the said act, it was enacted that the said the Morris canal and banking company should be a body corporate and politic in law, and should and might sue and be sued, implead and be impleaded in courts of justice, or in any other place whatsoever, that the said company should have power and authority at any time after the passage of said act to purchase, receive in donation, possess, enjoy and retain, demise, grant, alien and sell all such lands, tenements, hereditaments, waters, streams and water privileges, rights, goods, chattels and effects of every description whatsoever, as might be necessary for carrying into effect any of the provisions of the said act, and under the instructions and limitations therein mentioned, and that the said company should have perpetual succession and power to make and use a common seal, and the same to renew and change at pleasure, and also to adopt, establish and carry into execution such by-laws, ordinances and regulations as should, by its president and directors be judged necessary or convenient for the said corporation, in respect to