Mining, Exploration, Exploitation And Purchase Option Between Amermin And Minera Tres De Mayo S.a. D

MINING EXPLORATION, EXPLOITATION AND PURCHASE OPTION AGREEMENT ENTERED BY AND BETWEEN MINERA TRES DE MAYO S.A. DE C.V. (HEREINAFTER THE "CONCESSIONAIRE") REPRESENTED HEREIN BY ITS SOLE ADMINISTRATOR, MR. RAFAEL MARIO CHAVEZ SAENZ; AND THE COMPANY CALLED CORPORACION AMERMIN S.A. DE C.V., REPRESENTED HEREIN BY MR. RAMIRO TREVIZO LEDEZMA, ENG. (HEREINAFTER THE "CLIENT") WHO WILL BE SUBJECT TO THE FOLLOWING DECLARATIONS, AND CLAUSES:


DECLARATIONS:


- - THE CONCESSIONAIRE, THROUGH ITS REPRESENTATIVE HEREBY DECLARES, REPRESENTS AND WARRANTS THAT:


1.- MINERA TRES DE MAYO S.A. DE C.V., IS A MEXICAN MINING COMPANY, LEGALLY INCORPORATED AS EVIDENCED BY PUBLIC DEED NUMBER 3836 WITNESSED ON AUGUST 17, 1994 BY MR. LUIS RAUL HERNANDEZ BORUNDA, NOTARY PUBLIC NUMBER SIX, AUTHORIZED FOR THE JUDICIARY DISTRICT OF MORELOS, STATE OF CHIHUAHUA, REGISTERED UNDER NUMBER 934 ON PAGE 41 OF BOOK 659, COMMERCE SECTION OF PUBLIC PROPERTY REGISTRY AT THE ABOVE-MENTIONED JUDICIARY DISTRICT; AND ALSO REGISTERED AT PUBLIC MINING REGISTRY UNDER NUMBER 6 ON PAGES 6 FRONT TO 8 FRONT, VOLUME XXXV OF THE GENERAL BOOK OF MINING ASSOCIATIONS ON JANUARY 30, 1998. SAID COMPANY IS AUTHORIZED TO ACQUIRE MINING CONCESSIONS, LOTS OR MINING ESTATES AND ENTER INTO AGREEMENTS OR CONTRACTS WHICH PURPOSE IS TO ACQUIRE THE RIGHTS ARISING FROM SAID CONCESSIONS AND/OR LOTS OR MINING ESTATES.


2.- HE IS AUTHORIZED TO ACT ON BEHALF OF AND REPRESENT THE CONCESSIONAIRE, TO BIND IT TO THE TERMS OF THIS AGREEMENT, WITH REGARD TO THE ABOVE-MENTIONED PUBLIC DEED.


3.- IT IS LOCATED AT AVE. NINOS HEROES NO 801-C, COL. CENTRO, C.P. 31000 AT CHIHUAHUA, CHIHUAHUA; FEDERAL TAXPAYER NUMBER MTM 940831-J59.


Page 1 of 14 - Certified true and correct translation from original in Spanish
Maria Maldonado Bashaw
Attorney at Law
April 21, 2004


4.- IT IS THE SOLE AND LEGITIMATE HOLDER OF 100% OF THE RIGHTS ARISING FROM THE MINING EXPLOITATION CONCESSION ON THE MINING ESTATE CALLED "SULEMA 2" TITLE NUMBER 191332, WITH A SURFACE OF 15-82-80 HECTARES LOCATED AT GUAZAPARES MUNICIPALITY, CHIHUAHUA.


5.- AS EVIDENCED IN THE RIGHTS CESSION CONTRACT RATIFIED BEFORE MR. ROBERTO BURCIAGA CAZARES, NOTARY PUBLIC NUMBER 7 AT THE JUDICIARY DISTRICT OF MORELOS, CHIHUAHUA, THE CONCESSIONAIRE ACQUIRED 100% OF THE RIGHTS ARISING FROM THE MINING CONCESSIONS ON THE FOLLOWING MINING ESTATES, ALL OF THEM LOCATED AT GUAZAPARES MUNICIPALITY, CHIHUAHUA:


NAME OF ESTATE TITLE NUMBER SURFACE (HS) - ------------------------------------------------------------ SULEMA 2 191332 15-82-80 EL ROSARIO 185236 10-95-68 LA CURRA 186172 37-65-9294


DOCUMENT REGISTERED UNDER NUMBER 259 ON PAGE 148 FRONT OF VOLUME 13 OF MINING ACTS, CONTRACTS AND AGREEMENTS BOOK AT THE PUBLIC MINING REGISTRY;


6.- ITS AFFILIATED COMPANY, MINERA RAMAX, S.A. DE C.V., SUBMITTED AT TEMORIS, CHIH. MINING AGENCY HAS APPLIED FOR A MINING EXPLORATION CONCESSION, FOR THE MINING ESTATE CALLED "LA CURRITA" WITH A SURFACE OF 13-88-1337 HECTARES, LOCATED AT GUAZAPARES MUNICIPALITY, CHIHUAHUA, WHICH IS FILED AND PENDING UNDER NUMBER 99/2515 AT THE ABOVE-MENTIONED AGENCY.


SAID AFFILIATED COMPANY HAS GRANTED THE CONCESSIONAIRE A LETTER OF INTENT TO SELL TO CONCESSIONAIRE THE RIGHTS ARISING FROM THE MINING EXPLORATION CONCESSION TO BE ISSUED REGARDING THE MINING ESTATE CALLED "LA CURRITA" AND HAS ALSO GRANTED THE CONCESSIONAIRE THE REQUISITE AUTHORITY TO INCLUDE AND GRANT SAID ESTATE IN THIS AGREEMENT, IN FAVOR OF THE CLIENT.


7.- FOR PURPOSES OF THIS AGREEMENT THE TERMS "MINING CONCESSIONS" AND "MINING ESTATES" WILL INCLUDE THE MINING CONCESSIONS MENTIONED IN REPRESENTATIONS


Page 2 of 14 - Certified true and correct translation from original in Spanish
Maria Maldonado Bashaw
Attorney at Law
April 21, 2004


ABOVE; THE CONCESSIONAIRE HEREBY GRANTS THE CLIENT THE FIRST AND EXCLUSIVE RIGHT TO PURCHASE ANY OTHER CONCESSION LOCATED IN THE MINING CLAIM KNOWN AS "LA CURRITA" WHICH IS IDENTIFIED IN THE PLAN ATTACHED HERETO AS EXHIBIT "A" AND IS INCORPORATED HEREIN IN ITS ENTIRETY BY THIS REFERENCE.


8.- TO BE THE SOLE AND LEGITIMATE OWNER OF THE CRUSHING PLANT, MACHINERY, EQUIPMENT AND FACILITIES (THE "ASSETS") LOCATED AT THE MINING PROJECT CALLED "LA CURRITA" ACCORDING TO THE INVENTORY AND PLAN ATTACHED HERETO AS EXHIBIT "B" AND IS INCORPORATED HEREIN IN ITS ENTIRETY BY THIS REFERENCE.


9.- THE MINING CONCESSIONS ARE IN FULL FORCE AND UP-TO-DATE IN COMPLIANCE WITH ALL THE OBLIGATIONS APPLICABLE TO SAID CONCESSIONS INCLUDED IN THE MINING LAW AND ITS RULINGS AND THE FEDERAL RIGHTS ACT, WHICH IS EVIDENCED BY WORKS REPORTS AND MINING DUTIES PAYMENT RETURNS ATTACHED HERETO AS EXHIBITS "C" AND "D" RESPECTIVELY AND ARE INCORPORATED HEREIN IN THEIR ENTIRETY BY THIS REFERENCE.


10.- THE MINING CONCESSIONS AND MINING ESTATES ARE FREE FROM ANY LIENS, ENCUMBRANCES OR CLAIMS, INCLUDING, WITHOUT LIMITATION, ATTACHMENT, EXPROPRIATION, SEIZURE, TEMPORARY OCCUPATION, EASEMENT, DEBT, CONTINGENCY, IMPEDIMENT, PROCEEDING OR CLAIM THAT COULD AFFECT THE OBJECT OF THIS AGREEMENT.


11.- TO HAVE WITH THE CONVENIONS AND RIGHTS THAT ALLOW FOR THE OCUPATION AND THE USE OF LAND SUPERFACE WERE ARA LOCATED THE MINING ESTATES AND HEREBY PLEDGEES TO TRANSFER AND PROVIDE SAID AGREEMENTS AND RIGHTS TO THE CLIENT SINCE THE TIME THAT REALICE THAT AGREEMENT.


12.- THERE IS NO ENVIRONMENTAL OR OTHER IMPEDIMENT OR CONTINGENCY, LEGAL OR OTHERWISE, TO CARRY OUT THE MINING WORKS ALLOWED BY THE MINING CONCESSIONS, AND TO HAVE THE REQUIRED PERMITS FOR THE USE AND HANDLING OF EXPLOSIVES IN SAID MINING WORKS; AND


Page 3 of 14 - Certified true and correct translation from original in Spanish
Maria Maldonado Bashaw
Attorney at Law
April 21, 2004


13.- IT HAS NOT ENTERED INTO ANY CONTRACTS AND IS NOT OTHERWISE OBLIGATED TO ANY THIRD PARTY THAT COULD PREVENT OR PROHIBIT IT FROM ENTERING INTO THIS AGREEMENT.


II. THE CLIENT, THROUGH ITS REPRESENTATIVE, DECLARES, AND REPRESENTS THAT:


1.- IT IS TO BE A MINING COMPANY INCORPORATED THROUGH PUBLIC DEED NUMBER NINE THOUSAND THREE HUNDRED AND ELEVEN (9,311) DATED AUGUST NINE, NINETEEN NINETY-FIVE (AUGUST 9, 1995), WITNESSED BY MR. JOSE R. MILLER HERMOSILLO, NOTARY PUBLIC NUMBER TWO AT THE JUDICIARY DISTRICT OF MORELOS, STATE OF CHIHUAHUA, REGISTERED IN PUBLIC COMMERCE REGISTRY AT MORELOS JUDICIARY DISTRICT, STATE OF CHIHUAHUA UNDER ELECTRONICAL NUMBER 2161* 10, AND FEDERAL TAXPAYER NUMBER CAM950810-K77.


2.- ITS REPRESENTATIVE, MR. RAMIRO TREVIZO LEDEZMA, AS SOLE ADMINISTRATOR, HAS THE REQUISITE AUTHORITY TO BIND IT PER THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH HAVE NOT BEEN REVOKED OR RESTRICTED IN ANY WAY WHATSOEVER, AS MAY BE OBSERVED IN THE ABOVE-MENTIONED DEED.


3.- IT IS INTERESTED IN ACQUIRING THE ASSETS AND 100% OF THE RIGHTS ARISING FROM THE MINING CONCESSIONS AND MINING ESTATES IDENTIFIED IN THIS AGREEMENT.


BASED ON THE FOREGOING DECLARATIONS AND REPRESENTATIONS, THE PARTIES AGREE AS FOLLOWS:


CLAUSES:


FIRST. THE OPTION. - -----------------


THE CONCESSIONAIRE GRANTS TO THE CLIENT A SOLE, EXCLUSIVE AND IRREVOCABLE OPTION (THE "OPTION) TO PURCHASE THE ASSETS (AS SPECIFIED IN EXHIBIT "A" AND B") AND 100% OF THE RIGHTS ARISING FROM THE MINING CONCESSIONS AND MINING ESTATES. THE CLIENT MAY ASSIGN THE OPTION TO ANY THIRD PARTY COMPLETELY OR IN PART, AFTER NOTIFYING THE CONCESSIONAIRE AND SUBJECT TO THE LATTER APPROVAL, WHICH SHALL NOT BE UNREASONABLY WITHHELD.


Page 4 of 14 - Certified true and correct translation from original in Spanish
Maria Maldonado Bashaw
Attorney at Law
April 21, 2004


BOTH PARTIES AGREE THAT ANY MENTION IN THIS AGREEMENT TO MINING CONCESSIONS WILL BE UNDERSTOOD AS REFERRING ALSO TO THE MINING EXPLORATION CONCESSION GRANTED FOR THE MINING ESTATE CALLED "LA CURRITA," WHICH IS FILED AND BEING PROCESSED UNDER NUMBER 99/2515 OF THE ABOVE-MENTIONED MINING AGENCY AT TEMORIS, CHIH., WHICH WHEN GRANTED WILL BE INCORPORATED HEREIN AND ACCEPTED BY THE CONCESSIONAIRE AND THE CLIENT AND WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.


SECOND. - -------


FOR THE OPTION PURPOSES, THE CONCESSIONAIRE AND THE CLIENT EXPRESSLY AGREE AS FOLLOWS:


A) THE CLIENT WILL PAY AT THE CONCESSIONAIRE AT THE SIGN OF THIS CONTRACT THE USD$41,000.00 DOLLARS. LIKE A S ...