Filed by sedaredgar.com - Santa Fe Gold Corp. - Exhibit 10.54






PURCHASE AND SALE AGREEMENT

     THIS AGREEMENT is made effective
as of May 30, 2008, by and between St. Cloud Mining Company, a New Mexico
corporation (“St. Cloud”), and The Lordsburg Mining Company, a New Mexico
corporation (“Lordsburg Mining”). In this Agreement, St. Cloud and Lordsburg
Mining are each sometimes referred to as a “Party” and collectively sometimes
referred to as the “Parties.”

WITNESSETH:

     WHEREAS, St. Cloud owns (i) the
patented mining claims in Hidalgo County, New Mexico identified on Exhibit “A”
hereto (the “Patented Claims”); (ii) the unpatented mining claims in Hidalgo
County identified on Exhibit “A” hereto (the “Unpatented Claims”); (iii) the
leases of patented and unpatented mining claims in Hidalgo County identified on
Exhibit “A” hereto (the “Leases”); (iv) the crushing equipment and other
equipment and personal property on the Patented Claims in Hidalgo County
identified on Exhibit “B” hereto (the “Hidalgo County Equipment”); (v) the
equipment and other personal property at Winston in Sierra County, New Mexico
identified on Exhibit “C” hereto (the “Sierra County Equipment”) and (vi) the
licenses and permits identified on Exhibit “D” hereto (the “Licenses and
Permits”);

     AND WHEREAS, the Patented Claims,
the Unpatented Claims, and the Leases are collectively referred to herein as the
“Real Property,” the Hidalgo County Equipment and the Sierra County Equipment is
collectively referred to herein as the “Equipment,” and the Real Property, the
Equipment and the Licenses and Permits are collectively referred to herein as
the “Property”;

     AND WHEREAS, St. Cloud desires to
sell and transfer the Property to Lordsburg Mining and Lordsburg Mining desires
to buy and acquire the Property from St. Cloud, all on the terms and conditions
set forth herein. 

     NOW, THEREFORE, in consideration
of the mutual covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
on and subject to the terms and conditions set forth herein, the Parties,
intending to be legally bound, agree as follows: 

I
AGREEMENT TO BUY AND SELL

1.1 At Closing (as defined in Section 7.1 hereof), St. Cloud
shall sell, transfer, assign and deliver the Property to Lordsburg Mining, free
of all liens, claims, encumbrances, security interests and due and payable taxes
(collectively, “Encumbrances”) except as otherwise provided herein, and with
respect to the Real Property, it shall be conveyed by St. Cloud to Lordsburg
Mining subject to all easements, rights of way, covenants, conditions,
reservations, exceptions and agreements of record in the chain of title to the
Real Property, 




all applicable zoning and land use regulations and all matters
as would be apparent from a current survey or physical inspection of the Real
Property (collectively the “Permitted Encumbrances”). Lordsburg Mining shall buy
and accept the transfer, assignment and delivery of the Property from St.
Cloud.

II 
PURCHASE PRICE

2.1 The purchase price for the Property to be paid by Lordsburg
Mining to St. Cloud at Closing in immediately available funds shall be US
$841,500 (the “Purchase Price”), allocated among items of the Property as shown
on Schedule 2.1 hereto.

III
UNDERLYING AGREEMENTS AND OBLIGATIONS

3.1 The only Encumbrances, agreements, obligations and leases
affecting the Property, including, without limitation, those existing under or
imposed by the Licenses and Permits (the Encumbrances and such agreements,
obligations, Leases, Licenses, Permits are collectively, the “Underlying
Obligations”) are those described in Schedule 3.1 hereto and with respect to the
Real Property, the Permitted Encumbrances. 

3.2 To the extent that the Encumbrances listed on Schedule 3.1
are not released or discharged prior to Closing, St. Cloud shall remain
obligated on the Encumbrances and Lordsburg Mining shall have no obligation or
liability with respect thereto. Lordsburg Mining shall at and after Closing
assume and be responsible for all Underlying Obligations except the Encumbrances
and St. Cloud shall after Closing have no obligation or liability with respect
thereto.

3.3 St. Cloud represents to Lordsburg Mining that it has not
received notice of any default of any of the terms or provisions of the
Underlying Obligations and that all property taxes on the Property for 2007and
prior years have been duly paid. Property taxes for the year 2008 shall be
assumed to be 5% higher than property taxes for 2007 and as calculated on the
basis of such assumption, shall be prorated between the Parties on a calendar
year basis as of the Closing Date and the Purchase Price shall be adjusted
accordingly.

IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 St. Cloud represents and warrants to and covenants with
Lordsburg Mining that: 

     (a) St. Cloud is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New Mexico; 

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     (b) St. Cloud has all requisite
corporate power and authority to conduct its businesses as now being conducted
and to own and operate its property and assets; 

     (c) St. Cloud has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby (the “Transactions”);

     (d) the execution and delivery of
this Agreement and the consummation of the Transactions have been duly and
validly authorized by all required action on the part of St. Cloud including,
without limitation, approval of its board of directors, and no further
proceedings on the part of St. Cloud are necessary to authorize this Agreement
or to consummate the Transactions; 

     (e) this Agreement has been duly
and validly executed and delivered by St. Cloud and, assuming that this
Agreement has been duly authorized, executed and delivered by Lordsburg Mining,
this Agreement constitutes the valid and binding agreement of St. Cloud,
enforceable against St. Cloud in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws now or hereafter in effect relating to or affecting creditors’ rights
generally, including, without limitation, the effect of statutory and other law
regarding fraudulent conveyances and preferential transfers, and subject to the
limitations imposed by general equitable principles (regardless of whether
enforceability is considered in a proceeding at law or in equity); 

     (f) neither the execution and
delivery of this Agreement by St. Cloud nor the consummation of the Transactions
by St. Cloud will (i) violate any provision of the articles or certificate of
incorporation or the bylaws of St. Cloud, (ii) require the consent, waiver or
approval of any federal, state, local or foreign court, government or regulatory
authority, agency or commission (each a “Governmental Entity”), (iii) result in
a violation or breach of, or constitute, with or without notice and/or lapse of
time, a default or give rise to any right of termination, cancellation or
acceleration of any obligation, under any term, condition or provision of any
Encumbrances, indenture, mortgage, note, bond, license, contract, lease,
franchise, permit, agreement or other instrument or obligation to which St.
Cloud is a party or by which St. Cloud or any of its properties or assets may be
bound, (iv) violate any order, writ, judgment, injunction, decree, statute,
ordinance, rule or regulation of any Governmental Entity, or (v) require the
consent, waiver or approval of any third party, except in connection with the
transfer of Licenses and Permit;

     (g) there are no actions, suits
or proceedings, including, without limitation, any involving condemnation or
eminent domain, pending or, to the actual knowledge of the executive officers of
St. Cloud, threatened, before any Governmental Entity against St. Cloud or
affecting any of its properties or rights, including, without limitation, the
Property; 

3




     (h) no broker, finder or
investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the Transactions;

     (i) St. Cloud has good and
marketable title to all of the Property, free and clear of all Encumbrances
except for Permitted Encumbrances, each of the Leases is and will after Closing
remain in full force and effect, there is no material default by St. Cloud under
any of the Leases and to the knowledge of St. Cloud there is no default by any
other party under any of the Leases. 

     (j) the Unpatented Claims have
been located, perfected and maintained in accordance with federal and state law,
all required fees relating thereto have been paid, all required annual
assessment work relating thereto has been done, and all required recordings and
filings relating thereto have been made; 

     (k) the Permits and Licenses are
valid and in full force and effect and St. Cloud is in substantial compliance
with law relating thereto; and

     (l) except as set forth in
Schedule 4.1(l) hereto, to the actual knowledge of the officers of St. Cloud,
(i) there has been no disposal, release, generation, treatment, storage,
transport or handling on the Real Property of any substance defined as hazardous
or a pollutant under any federal, state or local law, rule or regulation in
effect as of the date hereof (collectively, “Environmental Laws”) that could
reasonably be expected to result in a violation of Environmental Laws or any
judicial or administrative judgment, order or determination applicable to St.
Cloud or the Property under any Environmental Laws (collectively, “Environmental
Orders”), (ii) the Property is in material compliance with all Environmental
Laws and Environmental Orders, (iii) no event has occurred on or with respect to
the Property that could be the basis for a notice of violation or compliance or
cessation order under any Environmental Laws or Environmental Orders, and (iv)
there are not and have not been any claims, actions, demands, orders,
investigations or written notices relating to the Property pending or threatened
by or on behalf of any Governmental Entity alleging violation of or liability
under any Environmental Laws, Environmental Orders, or permits or licenses
issued thereunder.

4.2 Lordsburg Mining represents and warrants to and covenants
with St. Cloud that:

     (a) Lordsburg Mining is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Mexico; 

     (b) Lordsburg Mining has all
requisite corporate power and authority to conduct its business as now being
conducted and to own and operate its property and assets; 

     (c) Lordsburg Mining has all
requisite corporate power and authority to execute and deliver this Agreement
and to consummate the Transactions; 

4




     (d) the execution and delivery of
this Agreement and the consummation of the Transactions have been duly and
validly authorized by all required action on the part of Lordsburg Mining,
including, without limitation, approval of its board of directors, and no
further proceedings on the part of Lordsburg Mining are necessary to authorize
this Agreement or to consummate the Transactions; 

     (e) this Agreement has been duly
and validly executed and delivered by Lordsburg Mining and, assuming that this
Agreement has been duly authorized, executed and delivered by St. Cloud, this
Agreement constitutes the valid and binding agreement of Lordsburg Mining,
enforceable against Lordsburg Mining in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws now or hereafter in effect relating to or affecting
creditors’ rights generally, including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances and preferential
transfers, and subject to the limitations imposed by general equitable
principles (regardless of whether enforceability is considered in a proceeding
at law or in equity); 

     (f) neither the execution and
delivery of this Agreement by Lordsburg Mining nor the consummation of the
Transactions by Lordsburg Mining will (i) violate any provision of the articles
or certificate of incorporation or the bylaws of Lordsburg Mining , (ii) require
the consent, waiver or approval of any Governmental Entity, (iii) result in a
violation or breach of, or constitute, with or without notice and/or lapse of
time, a default or give rise to any right of termination, cancellation or
acceleration or any obligation, under any term, condition or provision of any
Encumbrances, indenture, mortgage, note, bond, license, contract, lease,
franchise, permit, agreement or other instrument or obligation to which
Lordsburg Mining is a party or by which Lordsburg Mining or any of its
properties or assets may be bound, (iv) violate any order, writ, judgment,
injunction, decree, statute, ordinance, rule or regulation of any Governmental
Entity, or (v) require the consent, waiver or approval of any third party; 

     (g) there are no actions, suits
or proceedings pending or, to the actual knowledge of the executive officers of
Lordsburg Mining, threatened before any Governmental Entity against Lordsburg
Mining or affecting any of its properties or rights;

     (h) no broker, finder or
investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the Transactions; and

     (i) the officers of Lordsburg
Mining have no knowledge of any event or condition that would make any of the
representations and warranties of St. Cloud set forth above in Section 4.2
untrue.

4.3 The representations and warranties set forth in this
Article IV shall survive Closing and remain in full force and effect for two
years after the Closing Date, whereupon they shall terminate.

5




V
CONDITIONS TO CLOSING

5.1 The obligation of St. Cloud to consummate the Transactions
shall be subject to the performance by Lordsburg Mining or written waiver by St.
Cloud, at or prior to Closing, of each of the following conditions:

     (a) the representations and
warranties of Lordsburg Mining in Section 4.2 shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing
Date;

     (b) Lordsburg Mining shall have
performed and complied in all material respects with all agreements,
obligations, covenants and conditions required by this Agreement to be performed
or complied with by Lordsburg Mining prior to or at Closing; and 

     (c) no statute, rule, regulation,
order, decree or injunction shall have been enacted, promulgated, entered or
enforced by any Governmental Entity which restricts or prohibits the
consummation of the Transactions; and

     (d) the Parties shall have
obtained the third party governmental consents, waivers and approvals to
transfer the Permits and Licenses set forth in Exhibit D.

5.2 The obligation of Lordsburg Mining to consummate the
Transactions shall be subject to the performance by St. Cloud or written waiver
by Lordsburg Mining, at or prior to Closing, of each of the following
conditions:

     (a) the representations and
warranties of St. Cloud in Section 4.1 shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date;

     (b) St. Cloud shall have
performed and complied in all material respects with all agreements,
obligations, covenants and conditions required by this Agreement to be performed
or complied with by St. Cloud prior to or at Closing; and

     (c) no statute, rule, regulation,
order, decree or injunction shall have been enacted, promulgated, entered or
enforced by any Governmental Entity which restricts or prohibits the
consummation of the Transactions.

     (d) the Parties shall have
obtained the third party governmental consents, waivers and approvals to
transfer the Permits and Licenses set forth in Exhibit D.

5.3 Each Party shall in good faith and with due diligence use
commercially reasonable efforts to ensure that the conditions set forth in this
Article V are satisfied, insofar as such 

6




conditions are within the reasonable control of such Party. If
all such conditions have not been satisfied at or prior to Closing but Closing
nevertheless occurs, the Parties shall after Closing continue in good faith and
with due diligence to use commercially reasonable efforts to ensure that all
such conditions are satisfied. 

VI 
TERMINATION

6.1 This Agreement may be terminated at any time prior to
Closing:

     (a) by mutual written agreement of St. Cloud and Lordsburg
Mining; 

     (b) by either Party upon written
notice to the other Party if Closing shall not have occurred on or before June
30, 2008; provided that the right to terminate pursuant to this Section 6.1(b)
shall not be available to a Party whose failure to perform any of its
obligations hereunder resulted in the failure of the Closing to occur by such
date; and 

     (c) by either Party upon written
notice to the other Party if any Governmental Entity shall have issued an order,
decree or ruling, made a policy statement or taken any other action restraining,
enjoining or otherwise prohibiting or materially interfering with (i) the
consummation of any of the Transactions, the commercial operation of Lordsburg
Mining’s Summit Mine in Grant County, New Mexico, or (ii) the commercial
operation of beneficiation facilities on the Real Property, and such order,
decree, ruling, policy statement or other action shall remain in effect.

6.2 In the event of a termination pursuant to Section 6.1:

     (a) this Agreement shall be void
and have no effect and the Transactions shall be abandoned;

     (b) each Party shall redeliver,
and shall cause its agents and attorneys to redeliver, all documents and other
materials of the other Party relating to the Property or the Transactions,
whether obtained before or after the execution hereof; and

     (c) neither Party shall have any
liability hereunder except for any material breach hereof.

VII 
CLOSING

7.1 The closing of the Transactions (the “Closing”) shall take
place at 10 a.m. Santa Fe, New Mexico time on June 30, 2008 (the “Closing Date”)
at the offices of Rodey, Dickason, Sloan, Akin & Robb, P.A. in Santa Fe, or
at such other time, date or place as the Parties may mutually agree. 

7




7.2 At Closing, Lordsburg Mining shall pay the Purchase Price
to St. Cloud by wire transfer of immediately available funds to such bank
account as St. Cloud shall designate to Lordsburg Mining at least two business
days prior to the Closing Date and St Cloud shall execute and deliver the
following to Lordsburg Mining: 

     (a) a special warranty deed of the
Patented Claims; 

      (b) a special warranty deed of the Unpatented Claims; 

      (c) an assignment of each of the Leases; 

      (d) a quitclaim deed of the
  surface estate in the Battleship patented mining claim and for the Bonnie Jean
  patented mining claim, Survey No. 423, Patent No. 24309; 

      (e) a bill of sale
  for the Equipment; and 

      (f) such instruments and other documents as are
  appropriate for the transfer of the Permits and Licenses. 

     All of the above document shall
be in form reasonably satisfactory to respective counsel to St. Cloud and
Lordsburg Mining, and each Party shall execute and deliver such other
instruments and documents as are necessary or appropriate to consummate the
Transactions.

In addition, St. Cloud shall deliver the following to Lordsburg
Mining: 

     (g) the Leases, Permits and
Licenses;

      (h) a list of all Governmental Entities required to receive notice
  of or to approve any of the Transactions; and 

      (i) all files, correspondence,
  reports, statements, assessments, maps, surveys, applications, appraisals,
  assessments, audits, studies, plans, registrations, authorizations, pleadings
  and other papers filed in proceedings before any Governmental Entity, and all
  other documents, data and information, in either paper or digital form, owned or
  controlled by St. Cloud relating to the Property, including, without limitation,
  any relating to: (i) title thereto; (ii) taxes thereon; (iii) Underlying
  Obligations; (iv) Encumbrances; (v) electric, gas and other utility services;
  (vi) any water rights known to officers of St. Cloud to be currently or formerly
  associated with the Real Estate (and if St. Cloud currently owns any such water
  rights, it shall at Closing convey the same to Lordsburg Mining by quitclaim
  deed); (vii) maintenance or operation of or warranties pertaining to the
  Equipment; (viii) MSHA registrations and training plans; (ix) operating,
  environmental, reclamation, closeout and other plans, obligations and permits
  (and if St. Cloud currently holds any such plans, obligations and permits the
  transfer of which to Lordsburg Mining is not otherwise provided for in this
  Agreement, St. Cloud shall at Closing transfer the same to Lordsburg Mining and
  thereafter in good faith and with due diligence cooperate with Lordsburg Mining
  to obtain any required approvals of such transfers); (x) bonding and other
  financial assurance; (xi) reports to and notices of violation or alleged
  violation issued by any Governmental Entity; (xii) 

8 




environmental audits,
  assessments, investigations or studies; (xiii) rights-of-way, easements, other
  access rights granted by or to others (and if St. Cloud currently owns any such
  rights of way, easements and/or other access right, it shall at Closing convey
  the same to Lordsburg Mining by quitclaim deed); and (xiv) maps, surveys, and
  engineering, hydrological and geological reports.

VIII
POST-CLOSING OBLIGATIONS AND INDEMNITIES 

8.1 After Closing, St. Cloud shall (i) be responsible for and
at its sole cost and expense perform and discharge any and all reclamation,
environmental and other obligations and liabilities (“St. Cloud’s Obligations
and Liabilities”) relating in any way to any of the Property that exist because
the representations and warranties of St. Cloud in Section 4.1 (l) are not true
and correct in all material respects as of the date of this Agreement and as of
the Closing Date and (ii) defend and indemnify Lordsburg Mining and its
affiliates, shareholders, directors, officers, employees, agents and contractors
(“Lordsburg Mining Indemnitees”) and hold them harmless from and against any and
all St. Cloud’s Obligations and Liabilities and any and all damages, losses,
causes of action, claims, and costs and expenses (including, without limitation,
reasonable attorney fees and costs of cleanup, containment and/or remediation)
arising out of or relating to St. Cloud’s Obligations and Liabilities.

8.2 After Closing, Lordsburg Mining shall (i) be responsible
for and at its sole cost and expense perform and discharge the Underlying
Obligations except the Encumbrances and any and all reclamation, environmental
and other obligations and liabilities (“Lordsburg Mining’s Obligations and
Liabilities”) relating in any way to any of the Property for which St. Cloud
shall not be responsible pursuant to Sections 8.1 and 8.4, (ii) defend and
indemnify St. Cloud and its affiliates, shareholders, directors, officers,
employees, agents and contractors (“St. Cloud Indemnitees”) and hold them
harmless from and against any and all Lordsburg Mining’s Obligations and
Liabilities and any and all damages, losses, causes of action, claims, and costs
and expenses (including, without limitation, reasonable attorney fees and costs
of cleanup, containment and/or remediation) arising out of or relating to
Lordsburg Mining’s Obligations and Liabilities, and (iii) be entitled to receive
any amounts payable with respect to released bonds, deposits or other financial
assurances provided by St. Cloud or by Lordsburg Mining in connection with any
reclamation, environmental or other obligations and liabilities relating in any
way to the Property.

8.3 Notwithstanding Sections 8.1 and 8.2 or any other provision
of this Agreement or of any deed, assignment, bill of sale, or other agreement,
instrument or document delivered pursuant hereto or in connection herewith or in
connection with the Transactions, to the extent, if at all, that any agreement
by a Party to defend, indemnify or hold harmless is found to be within the scope
of 

9




     (a) NMSA 1978, § 56-7-1, as it
may have been and may hereafter be amended from time to time, or in any way
subject to or conditioned upon consistency with the provisions thereof for its
enforceability, then such provision, regardless of whether it refers to this
Section 8.3 or any other provision, will not extend to liability, claims,
damages, losses or expenses, including attorney fees, arising out of bodily
injury to persons or damage to property caused by or resulting from, in whole or
in part, the negligence, act or omission of the indemnitee, its officers,
employees or agents, and shall be further modified, if required, by the
provisions of NMSA 1978, § 56-7-1(B), as it may have been and may hereafter be
amended from time; 

     (b) NMSA 1978, § 56-7-2, as it
may have been and may hereafter be amended from time to time, or in any way
subject to or conditioned upon consistency with the provisions thereof for its
enforceability, then such provision, regardless of whether it refers to this
Section 8.3 or any other provision, shall not indemnify the indemnitee against
loss or liability for damages arising from (i) the sole or concurrent negligence
of the indemnitee or the agents or employees or the indemnitee or of an
independent contractor who is directly responsible to the indemnitee or (ii) an
accident that occurs in operations carried on at the direction or under the
supervision of the indemnitee, an employee or representative of the indemnitee,
or in accordance with methods and means specified by the indemnitee or employees
or representatives of the indemnitee; and 

     (c) no such agreement shall be
(i) construed or applied to provide for any indemnity inconsistent with either
of such statutes, (ii) enforceable and enforced only to the extent that it is
consistent with such statutes, and (iii) deemed modified to conform to such
statutes.

8.4 Indemnification Limitations. Lordsburg Mining
Indemnitees shall not have recourse against St. Cloud until the cumulative
amount of Lordsburg Mining Indemnitees’ indemnity claims shall exceed in the
aggregate the amount of $25,000, at which time Lordsburg Mining Indemnitees
shall have recourse for their indemnity claims in excess of $25,000; provided,
however, that in no event will St. Cloud be obligated to pay amounts to
Lordsburg Mining Indemnitees for indemnification obligations in an amount
exceeding $300,000 cumulatively. St. Cloud Indemnitees shall not have recourse
against Lordsburg Mining until the cumulative amount of St. Cloud Indemnitees’
indemnity claims shall exceed in the aggregate the amount of $25,000, at which
time St. Cloud Indemnitees shall have recourse for their indemnity claims in
excess of $25,000; provided, however, than in no event will Lordsburg Mining be
obligated to pay amounts to St. Cloud Indemnitees for indemnification
obligations exceeding $300,000 cumulatively. 

8.5 Clarification of St. Cloud’s Indemnification
Obligations. To clarify the indemnification obligations of St. Cloud
provided for in Section 8.1, Lordsburg Mining hereby acknowledges that St. Cloud
shall have no obligation to indemnify any Lordsburg Mining Indemnitee for any
Mining Environmental Liabilities (as defined herein below) 10




arising from Mining Activities (as defined herein below)
arising from or related to (i) the Property and conducted by St. Cloud,
Lordsburg Mining or any predecessor company prior to Closing in material
compliance with applicable laws as of the Closing Date, and (ii) the various
pre-law open mine workings, shafts, excavations and tunnels on the Property
(“old works”). Effective on the Closing Date, Lordsburg Mining shall assume all
responsibility and liability, if any, for such old works. For the purposes of
this Agreement, “Mining Activities” shall mean those activities that involve or
are related to surface mining, pit mining, underground mining, processing, sale
or transporting of aggregate or any other minerals and by-products and the
providing of services related thereto. “Mining Environmental Liabilities” shall
mean liabilities that relate to or arise from the Mining Activities of any
company to the extent that such Mining Activities conformed to industry standard
practices and were in compliance with applicable laws in all material respects
as of the Closing Date.

8.6 Termination Date. Any right of indemnification
pursuant to this Article VIII with respect to a claimed breach of a
representation, warranty or covenant shall expire two years from the date hereof
(the “Termination Date”), unless on or prior to the Termination Date a written
claim for indemnification has been made to the party from which indemnification
is sought and such claim for indemnification has had included therewith specific
details with respect to the basis for the claim for indemnification and the
damages which may be related thereto; provided, however, that if an
indemnification claim is timely made, it may continue to be asserted beyond the
Termination Date of the representation, warranty or covenant to which such claim
relates until the final disposition of such claim. Any claim for indemnification
not made in writing prior to the applicable Termination Date or with respect to
which specific details with respect to the basis for the claim for
indemnification and the damages which may be related thereto are not furnished
prior to the Termination Date shall be deemed to have been waived.

IX
REMOVAL OF EQUIPMENT BY LORDSBURG MINING; REMOVAL
OF 
EXPLOSIVES AND EQUIPMENT BY ST. CLOUD

9.1 Lordsburg Mining acknowledges its obligation pre-existing
this Agreement to remove its processing plant at St. Cloud’s Winston site (the
“Processing Plant”) and shall also remove the Sierra County Equipment from the
Winston site. St. Cloud hereby extends the period for completing removal of the
Processing Plant to, and Lordsburg Mining hereby agrees to remove the Sierra
County Equipment by, a date no later than 60 days after Closing. St. Cloud shall
prior to removal and at its cost disconnect any electrical or other utility
connections to the Processing Plant and the Sierra County Equipment and remove
any of its own equipment and material that would interfere with Lordsburg
Mining’s removal of the Processing Plant and the Sierra County Equipment.
Lordsburg Mining shall, at no cost or risk to St. Cloud, except as and to the
extent (i) provided in this Section 9.1 or (ii) that St. Cloud may hereafter
assume any risk pursuant to a written agreement with Lordsburg 11




Mining, remove the Processing Plant and the Sierra County
Equipment from the Winston site without materially disrupting St. Cloud’s
operations or damaging St. Cloud’s buildings or other facilities. St. Cloud
shall without material cost to itself cooperate with Lordsburg Mining in
providing access for and facilitating such removal. Lordsburg Mining shall
conduct such removal in material compliance with all applicable laws and shall
promptly repair any damage it causes to St. Cloud’s property by such
removal.

9.2 St. Cloud shall (i) before Closing and at its sole cost and
risk remove all explosives from the Property, (ii) by a date no later than 120
days after Closing remove all of its other property except aggregate stockpiles
from the Property, and (iii) by a date no later than 270 days after Closing
remove all aggregate stockpiles from the Property. All such removals by St.
Cloud shall be done (i) without materially disrupting Lordsburg Mining’s
operations or damaging Lordsburg Mining’s buildings or other facilities, (ii) at
no cost or risk to Lordsburg Mining except to the extent that Lordsburg Mining
may hereafter assume any risk pursuant to a written agreement with St. Cloud,
and (iii) in material compliance with all applicable laws. Lordsburg Mining
shall without material cost to itself cooperate with St. Cloud in providing
access for and facilitating such removals. St. Cloud shall promptly repair any
damage it causes to Lordsburg Mining’s property by such removals.

X 
MISCELLANEOUS

10.1 Amendment and Waiver. This Agreement may not be
amended, superseded, terminated, renewed or extended except by, and the terms
and conditions hereof may be waived only by, a written instrument duly executed
and delivered by the Parties. No delay by either Party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver or any single or partial exercise of any such right, power or privilege
preclude any further exercise thereof or the exercise of any other right, power
or privilege.

10.2 Notices. All notices, requests and other
communications by a Party to the other Party hereunder (collectively, “Notices”)
shall be in writing and shall be given:

	 	If to St. Cloud, to: 	St. Cloud Mining Company 
	 	  	Attention: John Bokich, Vice President of
      Operations 
	 	  	P. O. Box 1670 
	 	  	Truth or Consequences, NM 87901 
	 		
       Fax: (575) 743-3333  

	 	  	
      Email: jbokich@stcloudminng.com 

	 	 	 
	 	If to Lordsburg Mining, to: 	
      The Lordsburg Mining Company. 

	 	  	
      Attention: W. Pierce Carson, President and CEO 

	 	  	
      1128 Pennsylvania NE #200 

	 	  	
      Albuquerque, NM 87110 

	 		
       Fax: (505) 255-4851  

	 	  	wpiercecarson@aol.com 


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     Notices shall be given by (i)
personal delivery, (ii) email, (iii) facsimile or (iv) registered or certified
U.S. mail, postage prepaid and return receipt requested. Properly addressed
Notices shall be effective and deemed delivered if (i) by personal delivery,
upon delivery, (ii) by email, on the next business day following transmission,
(iii) by facsimile, when such facsimile is transmitted and the appropriate
confirmation received by the sender, and (iii) by mail, upon receipt. A Party
may change any or all of its addresses from time-to-time by Notice to the other
Party.

10.3 No Recording Agreement; Memorandum. Neither Party
shall file or record this Agreement in any public record or office except as
required by law. However, the Parties shall at the request of either Party
execute and deliver a Memorandum hereof, which shall not disclose the Purchase
Price, and which may be filed or recorded in any public record or office.

10.4 Counterparts. This Agreement may be executed in any
number of counterparts, each of which, when duly executed and delivered, shall
be deemed an original and all of which shall constitute one and the same
document.

10.5 Integration. This Agreement (i) is the final,
complete, exclusive and total expression and statement of all discussions,
negotiations, notes, drafts, agreements, contracts, covenants, and any other
promises, commitments and understandings preceding the date hereof between the
Parties, whether express or implied (collectively, “Negotiations”) relating to
the Transactions, (ii) shall be construed without reference to any Negotiations,
and (iii) is fully integrated.

10.6 Governing Law. This Agreement shall be governed by
and construed in accordance with the law of the State of New Mexico, without
regard to principles of conflicts of laws.

10.7 Further Assurances. Each Party shall from time to
time take such additional actions and execute such additional documents as may
be reasonably necessary or convenient to consummate the Transactions. 

10.8 Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each Party and its respective
successors and assigns. Nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any rights, benefits or remedies of
any nature.

10.9 Transfer Taxes. Notwithstanding anything to the
contrary in this Agreement, all transfer, sales, gross receipts, real estate,
use, stamp, registration and other similar taxes or fees resulting from the
Transactions shall be borne by Lordsburg Mining.

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     IN WITNESS WHEREOF, the parties
hereto have executed this Agreement effective May 30, 2008. 

	 	ST. CLOUD MINING COMPANY 
	 	By: 	/s/
      John Bokich
	 	 	John Bokich, Vice President 
	 	 	  
	 	THE LORDSBURG MINING COMPANY 
	 	By: 	/s/ W.
      Pierce Carson
	 	 	W. Pierce Carson, President and CEO