Joint Venture Agreement Amermin And Minas De Topago S.a. De C.V., Dated June 9, 2005

EXHIBIT 10.8


JOINT VENTURE AGREEMENT
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ENTERED INTO AND BETWEEN


CORPORACION AMERMIN, S.A. DE C.V.


(OPERATING PARTNER)


AND


MINAS DE TOPAGO, S.A. DE C.V.


(MINORITY PARTNER)


FOR


THE MINING, EXTRACTION, PROCESSING AND
MARKETING OF PROFITABLE MINERALS FROM
SEVERAL MINING PROPERTIES.


PLACE & DATE: CHIHUAHUA, CHIHUAHUA, MEXICO.
JUNE 9th, 2005.


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Joint Venture Agreement for the mining, extraction, processing and marketing of profitable minerals from several mining properties, entered on and between CORPORACION AMERMIN, S.A. DE C.V. (that hereinafter shall be referred to as the OPERATING PARTNER) hereby represented by its Sole Administrator RAMIRO TREVIZO LEDESMA, on one hand and on the other MINAS DE TOPAGO, S.A. DE C.V. (that hereinafter shall be referred to as the MINORITY PARTNER) hereby represented by its Sole Administrator ING. MIGUEL CERVANTES SOTO, according to the following:


S T A T E M E N T S
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A). The MINORITY PARTNER by means of its legal representative states as follows:


I.- That the body corporate he is representing is a Mexican company duly formed in Chihuahua City, State of Chihuahua, on January 13th,1995, before Maria del Carmen Valenzuela Breach, Notary Public number 26, through Public Deed number 1690, and filed in the Chihuahua City Registry of Commerce under number 1243, page 61 of Book 648.


II.- That the company he is hereby representing has the lawful control of the following mining properties:


PROPERTY 1: - ----------- Property's name................................... "LA COLMENA" Type of concession................................ Exploitation Title number...................................... 181965 Property's location............................... Municipality of Chinipas,
State of Chihuahua, Mexico Property's surface................................ 16 hectares


PROPERTY 2: - ---------- Property's name................................... "LA BILLONARIA" Type of concession................................ Exploitation Title number ..................................... 196120 Property's location............................... Municipality of Chinipas,
State of Chihuahua, Mexico Property's surface................................ 34 hectares


PROPERTY 3: - ----------- Property's name................................... "CUITLAHUAC" Type of concession................................ Exploration File number ...................................... 191845 Property's location............................... Municipality of Chinipas,
State of Chihuahua, Mexico Property's surface................................ 150 hectares


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PROPERTY 4: - ---------- Property's name................................... "LA MEXICANA" Type of concession................................ Exploitation Title number...................................... 211981 Property's location............................... Municipality of Chinipas,
State of Chihuahua, Mexico Property's surface................................ 675.32 hectares


The above mining properties hereinafter shall be referred to as the PROPERTIES.


III.- That the PROPERTIES are free of any encumbrances, liens, or domain limitations at the time of signing of this Agreement (the "Date of Signing").


IV.-That the PROPERTIES are not in compliance with the Federal Law of Duties and the Mining Law as to the payment of surface taxes; thus there are past amounts due related with the said tax, and this event was previously informed to the OPERATING PARTNER. Besides, the aforesaid due taxes shall be paid as provided for in paragraph "C)" of Clause 3 hereunder.


V.- That the PROPERTIES are not currently engaged under any previous valid contract or agreement, either verbal or in written, with a third party.


VI.- That all rights derived from the mining certificates or titles to the PROPERTIES have not been transferred, granted, sold, or leased to any other party, and the body corporate entitled to such rights at this time is the MINORITY PARTNER solely.


VII.- That during the legal effect of this Agreement, the mining rights derived from the titles to the PROPERTIES shall not be waived or relinquished; and no applications for reduction, unification or grouping shall be filed neither, unless the OPERATING PARTNER agrees to. In addition, the mining rights to the PROPERTIES shall not be conveyed, engaged or burdened, either totally or partially during the existence of this Agreement. The MINORTY PARTNER is hereby fully aware that it must comply with the obligations that the Mining Law imposes to any holder of a mining property, according to the Article 27 paragraph II thereof.


VIII.- That hereby grants the OPERATING PARTNER, with the exclusive rights of mining, extracting processing and marketing all profitable minerals (the "Minerals") that exist within the PROPERTIES.


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It shall be understood by "Minerals" any and all minerals, either precious or base, metallic or non-metallic, that can be found in or on the PROPERTIES, accordingly with the applicable laws, regulations, dispositions, decrees or any other legal ordinance in force, they being feasible of exploration, development, exploitation, extraction, processing, purchase and disposal, including all concentrates and metals .


IX . -That along with all of the above granted rights for extracting, mining, processing and marketing the Minerals, all rights to the land, water rights, installations, and related facilities that could exist within the PROPERTIES are also included.


Procurement of any kind of necessary permits or permissions -either from governmental offices or third parties- to achieve the business terms of this Agreement, shall be sole responsibility of the MINORITY PARTNER with assistance from the MINORITY PARTNER.


B). The OPERATING PARTNER by means of its legal representative states as follows:


I.- That the body corporate he is representing is a Mexican company duly formed in Chihuahua City, State of Chihuahua, on August 9th, 1995, before Mr. Jose R. Miller Hermosillo, Notary Public number 2, through Public Deed number 9311, and duly registered in the Chihuahua City's Registry of Commerce under electronic file number 21161*10, and that the company's taxpayer number is CAM950810K77.


II.- That the company he is hereby representing shall contribute the initial start-up capital for the project, advancing and financing the necessary investment funds for acquiring, hauling, and installing any equipment and machinery as well as a processing plant or mill with a capacity for 75 tons per day; funds to afford payments for fuel, payroll and wages, buying of a vehicle for personnel transportation, work shops, offices, road rebuilding and other needed expenses to start the project's operation stage timely and for this event both parties shall give their best. The initial funds that shall be invested in the aforesaid acquisitions and expenditures are US 450,000,00 (Four Hundred and Fifty Thousand Dollars NO/100) as a minimum initial capital investment, that shall be reimbursed or paid back as set out herein. The payment for exclusivity as mentioned in Clause 3 of this Agreement is included in the above initial capital investment.


III.- That purchase of additional equipment and increase of capacity of the processing plant, must be mutually agreed to, and shall be made according to the provisions of this Agreement.


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IV. That during the legal effect of this Agreement, the mining titles to the PROPERTIES shall be kept in good tax and legal standing, paying the surface tax every six months according to the Mining Law and its Regulations, and providing funds to update unpaid taxes as provided for in Clause 3 herein, filing the mandatory assessment work reports and technical reports in the Secretariat of Economy as well.
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