Mineral Rights Revenue Sharing Agr.

MINERAL RIGHTS REVENUE SHARING AGREEMENT


This agreement dated April 24, 2006.


BETWEEN:


,an individual under the laws of Mexico and having an office at;


Jorge Alberto Almarez ("Mr. Almarez")
157 Calle Federico
Rosarito, BC Mexico


AND:


, a corporation, duly incorporated under the laws of Nevada and having an office at;


Placer Del Mar, Ltd. ("Placer")
3707 Fifth Ave. # 351
San Diego, CA 92103


W H E R E A S :


1.


1.1 Mr. Almarez is the registered and beneficial owner of property located at 157 Calle Federico, Rosarito, BC Mexico (the "PROPERTY");


1.2 Mr. Almarez has agreed to grant to Placer the right to free access and exploration of the Property together with the right to file a mining claim on the Property upon terms and conditions hereinafter set forth;


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:


2. MR. ALMAREZ'S REPRESENTATIONS


2.1 Mr. Almarez represents and warrants to Placer that: (a) Mr. Almarez is the registered and beneficial owner of the Property and
holds the sole right to explore and develop the Property;


(b) Mr. Almarez, as registered and beneficial owner of the Property, holds all
title and unimpeded Property access rights free and clear of all liens,
charges and claims of others;


(c) There are no adverse claims or challenges against or to Mr. Almarez's
ownership of or title to the Property nor to the knowledge of the Mr.
Almarez is there any basis therefore, and there are no outstanding
agreements or options to acquire or purchase the Property or any portion
thereof;


(e) Mr. Almarez has the full right, authority and capacity to enter into this
Agreement without first obtaining the consent of any other person or legal
entity and the consummation of the transaction herein contemplated will not
conflict with or result in any breach of any covenants or agreements
contained in, or constitute a default under, or result in the creation of
any encumbrance under the provisions of any shareholders' or directors'
resolution, indenture, agreement or other instrument whatsoever to which
Mr. Almarez is a party or by which it is bound or to which it is subject;
and


(f) No proceedings are pending for, and Mr. Almarez is unaware of any basis
for, the institution of any proceedings which could lead to the placing of
Mr. Almarez in bankruptcy, or in any position similar to bankruptcy.


2.2 The representations and warranties of Mr. Almarez set out in paragraph 2.1 above form a part ...