EXPLORATION
AGREEMENT AND PURCHASE OPTION





The present Exploration agreement and
purchase option is held in the city of Chihuahua, Chihuahua state dated May 15,
2006





Between:


MRS.
TOMASA LOPEZ AMADO OF RASCON WIDOWED and MR. LEOPOLDO RASCON LOPEZ, both acting for their own rights, and
also on its unique characters and universal heir, by the first and executor, for
the second part of succession to property of the MR. JOSE MARIA RASCON
RASCON;





MR. SABINO AMADOR RASCON POLANCO, by
their own rights and representation of MR. GABRIEL AARON, MARIA ANTONIETA, CRUZ
ALVARO Y JUAN, all of them last name RASCON POLANCO, all of them appearing in
their characters unique and universal heirs to the succession to property of
MRS. GUADALUPE POLANCO ANGUIANO DE RASCON and JUAN RASCON
VALDEZ;





(Collectively hereinafter referred to as
"Grantiners")








BY THE FIRST PART





AND





SUNBURST MINING DE MÉXICO S.A. DE C.V.
Corporation under the laws of the MEXICO represented in this act for MR. MARIO
HUMBERTO AYUB TOUCHE and ROBERT WAYNE KNIGHT in its character legal
representatives with general powers to lawsuits and collection and acts of
administration, residing in Av.División del Norte #305, Col. San
Felipe, Chihuahua, Chih. C.P. 31063 (Hereinafter
“Explorer”).





BY THE SECOND PART





CONSIDER THAT:


A.
            the grantiners are 66.6% holders
      of the rights stemming from the granting mining titles Number191086it protects the
      rights of mining exploration on the lot “Segundo Santo Niño” located in
      the municipality of Moris, Chihuahua State (hereinafter “Granting
      Mining”).


B.
            The grantiners want to give the
      explorer, and the explorer want to acquire, the exploration rights and
      purchase option of the 66.6% of ownership of the mine, subject to the
      terms and conditions agreed upon in this
  instrument.










THEREFORE under demonstrations and
warranties mutually declared by the parties to this contract, the parties agree
as follows:





SECTION 1


ANNEXES AND
DEFINITIONS





1.1.
            The
      following annexes form parts of the
Agreement:





Appendix
      A – English version


Appendix
B – title for mining concession #191086














1.2. The
following terms shall, when used in this Agreement, the meaning and
interpretation which then brought (unless expressly provided in the agreement or
if the context requires otherwise):





This
agreement  means
this Agreement, as supplemented or amended by the parties,





Area of Influence mean surface
area encompassing the perimeter of the area covered by the Mining
Concession,





Exploration Rights means all
the rights described in Part 6 of this Agreement;





Option means the right of
option granted by Licensees to the Explorer II for the purchase of 100%
ownership of the Mining Concession pursuant to Section 4.





Period of Option means the
duration of the option, beginning on the date of signing of this Agreement and
completing the fifth annual anniversary of that date.





Notice of Exercise means that
previously the Explorer must notify in writing Licensees its intention to
exercise the option.





Sales Act through which
Graintiners transmitted to the Explorer one hundred percent of the ownership of
the mining concession.





SECTION
2


MANIFESTATIONS and GUARANTEES OF
GRANTINERS





2.1 The
Grantiners say and agree with the Explorer:





(a)
Licensees are 66.6% of the Concession holders Mining and maintain such ownership
to enable the Explorer exercise of the right of option under this
Agreement,





(b) Mining Concession are, as of the
date of the signing of this Agreement and will continue during the same
lavigencia free of any lien, encumbrance and claim the third and one in full
compliance with the obligations


Imposed by the Mining Act and
Regulations







(c) any other person, firm or
corporation has entered into any contract or option, or have any right or
privilege which might become contract or option to purchase or acquisition of
the Mining Concession,







(d) there is no claim against or
conflict related to the ownership of the Mining Concession, and is not aware
that there are bases for the above, and any person in possession of any royalty
or other legal interest of any kind with respect to mineral production Granting
of the Mining,













(e) Provision Miner has been duly and
validly located, and is Correctly described in "m this
Agreement,







(f) while this agreement is in force
Licensees:




a. Not reduce or submit application to
reduce the surface area of the lot covered by the Mining Concession, without the
written consent of the Explorer,





b. Not taxed, or offer a warranty affect
the rights stemming from the Mining Concession,





c. Perform any act that is required,
necessary or prudent to prevent and to prevent any third serious or affects, or
attempts to encumber or affect the rights arising from the Mining
Concession,





d. Guarantee and ensure the peaceful
possession and enjoyment of rights


Given to the Explorer in this Agreement,
and




e. Not engage in any act that is
inconsistent with the transaction


Covered by this
instrument.







2.2 The Grantiners are obliged to
continue the formalities of trials and inheritance intestament completion in
each of the cases within six (6) months, so that there is no obstacle or legal
impediment to make the sale final. To ensure compliance with the obligation
previously contracted Licensees will leave irrevocable special power for acts of
administration to manage the continuity of the successions intestament trials
and to register the contract for the sale of 100% (one hundred) (percent)
ownership of the mining concession in the public register of mining, the power
of reference will be awarded to Messrs. Mario Humberto Ayub Touché and Francisco
Javier Moctezuma Aguiñaga to be exercised in a manner
separate.





The power granted by this clause shall
be irrevocable. Have been granted as a condition of this contract and also as a
means for the dealers comply with the obligations they made for themselves, on
such terms and for the purposes of rule 2596 (two thousand five hundred and
ninety-six) of the Federal Civil Code and its correlative of the Civil Code for
the State of Chihuahua. The rule reads as follows, in the matter: "The principal
may revoke the mandate as and when it sees fit; least in those cases where award
was stipulated as a condition in a bilateral contract, or as a means to fulfill
an obligation Contracted "







For the attorneys appointed in the
preceding paragraph of this section are entitled to exercise the power of the
same subject, simply have passed 30 (thirty) days from the signing. Of this
contract and have not done any management in the respective courts for further
formalities of trials inheritance, or who have not completed the formalities
have been completed the trial within a period of 6 (six) months from the signing
of this contract .












SECTION 3


EXPRESSIONS OF THE
GUARANTEES and EXPLORADORA







3.1           The Explorer represents and warrants to
Licensees:







(a)is a company limited capital variable
in existence and duly constituted under the laws of the United Mexican States
and is capable accordance with the law to celebrate this
event,





(b) has the legal capacity required
under law to acquire as owner: (i) ownership of mining claims located within the
territory of the United Mexican States, in accordance with Article 11 of the
Mining Law in force, and (ii ) located outside the actual rights
constitutionally restricted area within Mexican territory in accordance with
Article 10 - A of the Foreign Investment Law and Article 8 of
Regulation,





(c) is abreast with their obligations to
register the Public Registry of Mining and the National Registry of Foreign
Investment




(d) has obtained all approvals, licenses
and registrations required to conclude this contract and to be bound by its
terms, and in particular for the acquisition of Grantiners
Choice.







SECTION 4


ACQUISITION OF THE
OPTION







4.1. The Grantiners granted by this
reference to the Explorer, and the Explorer acquires, the exclusive right and
option, but not the obligation, to buy 66.6%, equivalent to 2 / 3 of ownership
of the Mining Concession, and unilaterally undertake to sell the title to the
Explorer, free of charge, loading, constraint domain and any third party, under
the terms and conditions agreed upon in this Agreement.





4.1.1. The parties agree that they shall
be considered as the Explorer, the option will be exercised to pay the
Concesionarias $ 255000.00 USD (two hundred and fifty-five thousand dollars of
the United States of America 00/100) (the "Purchase Price ") as follows: (A
preparción of 33.33% each of the three parties).





A) $ 5000 (Five Thousand Dollars of the
United States of America 00/100) paid dated February 13.
2005.





B) $ 10000 (Ten thousand dollars in the
United States 00/100) to


Date of the signing of this
Agreement.





C) $ 10000 (Ten thousand dollars in the
United States 00/100) at 6


Months following the date of signing of
this Agreement





D) $ 10000 USD (Ten thousand dollars in
the United States 00/100) at 12


Months following the date of signing of
this Agreement





E) $ 15000 USD (Fifteen thousand dollars
in the United States 00/100) to


18 months following the date of signing
of this Agreement.





F) $ 15000 USD (Fifteen thousand dollars
in the United States 00/100) to


24 months following the date of signing
of this Agreement.





G) $ 20000 USD (Twenty Thousand dollars
in the United States 00/100) to 30 Months following the date of signing of this
Agreement.





H) $ 20000 USD (Twenty Thousand dollars
in the United States of America 00/100) at 36 Months following the date of
signing of this Agreement.





I) $ 30000 USD (Thirty thousand dollars
from the United States of America 00/100) to 42 months following the date of
signing of this Agreement.





J) $ 120000 $ (one hundred Twenty
thousand dollars of the United States of America 00/100) for the 48 months to
the exercise of the Option and the transmission to the Explorer 100% ownership
of the Mining Concession.





The payment of any amount of money
provided in clause 4.1.1. Incised, a), b), c), d), e), f), g), h), v), and j)
will be divided into three equal parts corresponding to the 33.33% each of the
three dealerships.





4.2.Completion
Advance. This contract
contains an option and a right of unilateral promise of sale provided by the
Grantiners to the Explorer only. The Explorer, but not the Grantiners, may at
any time prior to the exercise of the Option, to waive their rights and advance
to terminate this Agreement by written notice to the representative of the
Grantiners or those with thirty (30) days in advance; in the event of such
termination early this agreement shall cease to have legal effect, except for
the obligations of the Explorer generated prior to the effective date of such
termination.




4.3.Additional
Obligations. During the
Option Period, the Explorer must make the payment for the rights of mining
applicable from 2nd. Semester 2006, and check the make and works of exploration
or exploitation, if any, corresponding from the year 2006, as mandated in the
Mining Law and its Regulations.












SECTION 5


EXERCISE OF THE
OPTION







5.1. Prior to the exercise of the option
in accordance with Clause 4.1. The Explorer must provide written notice to
Licensees its intention to exercise the Option (the "Notice of Exercise"). At
the exercise of the Option; Licensees and the Explorer notary must sign and
ratify a contract for the sale (the "Sale") by which will be transmitted to the
Explorer 100% ownership of the Mining Concession (free of all lien, load, or
affectation claim the third one) without any additional benefit for dealers
apart from the Purchase Price.







5.2. The Notice of Exercise shall
contain (a) the irrevocable intention to exercise the Explorer Option (b) the
date, time and place where Licensees must appear in the Explorer to sign and
ratify before a notary public Sales and (c) Sales of a project which contain
strictly to the terms and conditions set forth in this
Agreement.







SECTION 6


And EXPLORATION
RIGHTS OF ACCESS







6.1. During the Period of the Option,
the Explorer, its officers, employees and independent contractors shall have the
right with respect to the Mining Concession and cónforme to Mexican law from
engaging in any activity aimed at the identification of mineral deposits in any
portion of the Concession Mining and the quantification and assessment of
mineral reserves to determine whether they are economically profitable,
including:




(A) access to the area that includes
such Mining Concessions,





(B) prospect, explore and develop any
other activity that sapped the Explorer deems advisable, including, without
limitation, drilling, zanjeo activities excavation, measuring geological,
geochemical and geophysics and mapping of the results obtained by them,
including Measuring air; sampling of soil, sediments and rocks; analysis and
metallurgical tests on samples tested for mineral content of all samples and
tests for pilot plant;





(C) to build or locate on the Mining
Concession any building, plant, machinery and equipment to recommend the
Explorer, and





(D)
remove the Mining Concession and dispose of quantities. Reasonable minerals
and


Metals
for the purpose of obtaining testing or development of other
evidence





(Collectively,
the "Exploration Activities").





SECTION
7


TERMINATION
OF THE OPTION





7.1. If
this contract is terminated early as provided in Section 4.2., The Explorer must
deliver to the representative of the grantiners or those, within ninety (90)
days after such termination, a copy of the entire report, map, a result test and
other relevant technical information that is in possession of the Explorer with
regard to the Mining Concession.












SECTION
8


Assignment





8.1. The
Explorer, but not Dealers, may at any time during the Option Period, sell,
transmit or in any way dispose of any part of their acquired rights in this
contract (without additional requirement of consent by Licensees), with the only
condition being that any transferee, acquiring or successor of such rights or
interests must first assume all the obligations of the Explorer agreed in this
Agreement. The Licensees may convey to others their rights acquired in this
Agreement by the prior written consent of the Explorer. The Licensees may
transmit to any person controlled by it acquired rights in this Agreement by
notice in writing to the Explorer.





SECTION
9


Unforeseeable
circumstances or force majeure





9.1.
Should the Explorer at any time during the Option Period or thereafter be
prevented or delayed in the performance of any obligations under this Agreement
because of strikes, which restricts normal operations, delays boarding or for
any other reason or reasons beyond the control of the Explorer, the deadline for
compliance with the obligation on the part of the Explorer should be extended
for a period of time equal to the period of such delay or
impediment.





9.2. The
Explorer shall, within a period of thirty (30) days notice to the Grantiners in
each case of fortuitous event or force majeure referred to in Section 9.1. And
once that the event should cease further notice to that effect, enclosing the
particularities of the number of days for which the implementation of the
obligations of the Explorer have been extended as a result of that event, as
well as all previous cases of fortuitous event or force majeure.





SECTION
10


FAILURE AND
TERMINATION





10.1. If
at any time during the term of this Agreement of the parties (hereinafter, the
"breach part") violates any of its obligations agreed to in this Agreement is in
or falsity of any of its manifestations or conventions declared in the
Similarly, the other party shall have the right to terminate this Agreement at
unilaterally and without resolution or interpellation court, but only
IF




(A) such
party has delivered previously to the breach part a notice of default to
describe the peculiarities of the obligation (s) (is) breached (s) or event (s)
(s) or fake agreement (s) (s) and




(B) the
party has not corrected breach such failure within a period of thirty (30) days
posteriors  such notification or not has begun procedures to remedy
such breach through timely payment or compliance with the requirement (s) (is)
breached ( s).





SECTION
11


NOTICES





11.1. All
notices or notices to be provided between the parties as a result of the
implementation, enforcement or execution of this Agreement shall be in writing
and shall be addressed to the parties to address that corresponds to their last
home expressed for purposes of this Agreement, which until there is no written
communication to the contrary that it should be understood as
follows:




In the
Explorer:


Sunburst
Mining of Mexico, S.A. De C.V.


Attention:
Mario H. Ayub Touche


Av.
Division del Norte. 305, Col. San Felipe Chihuahua, Chihuahua,
Mexico.


Tel.
(614) 414-5140


Fax.
(614) 414-5140


A
Licensees:


Mr.
Leopoldo Lopez Rascon


Calle
Campo de Cebada # 9314


Col.
Campo Bello III


Tel:
498-75-98


Fax:




The
parties may change their homes by notifying the other party with ten (10) days
in advance.




11.2. All
notices must be made: (i) in person, or (ii) by electronic means, with
subsequent confirmation by registered or certified mail asking for the
confirmation of receipt, or (iii) by registered or certified mail asking for the
confirmation of receipt or by express parcel service business. Any notification
will be valid and will be deemed to have been received (i) if it was made in
person, on the date on which it was made if it was done during normal working
hours, and if it was not done during normal working hours, the business day
following the date of the notification, (ii) if done through electronic means,
on the business day following the receipt of the confirmation is sent by
registered or certified mail, and (iii)


If only
it was made by mail or parcel business on the business day following its
welcome.










SECTION
12


APPLICABLE LAW AND
COURTS





12.1. For
purposes of interpretation, enforcement and execution of this Agreement shall
apply the provisions of the Mining Law and its Regulations, the Code of Commerce
and the Federal Civil Code. In the case of interpretation, performance or
execution of this Agreement, or interpretation of what is not expressly provided
for therein, the parties expressly submit to the jurisdiction of the state and
federal courts located and competition in the City of Chihuahua State Chihuahua,
renouncing the jurisdiction of any other court, tribunal or court of any nature,
which might be entitled under existing or future home, or under any legal
provision that was or could be applicable.





SECTION
13


GENERAL





13.1. The
parties shall act in good faith and mutual cooperation in all matters relating
to this Agreement, it being understood that:





(A) such
a relationship should not impose on any of them any obligation or Agreed to
separate responsibility in this Agreement,





(B) This
Agreement shall not constitute or create a partnership between the parties
or


Create
any obligation jointly or individually and jointly between them,





(C)
neither party shall have authority to act, or assume any obligation or
Responsibility on behalf of the other party, except as expressly provided in
this Agreement.





13.2.
This Agreement contains the entire agreement of the parties with respect to the
object, which cancels the same and nullifies any other agreement, agreement or
letter of intent, either verbal or written, that the parties have held for that
object.





13.3.
This Agreement may not be amended, unless such changes are made in a letter
signed by the parties.





13.4. The
parties shall perform or promote the timely realization of any act or signing
any document that reasonably required or recommended accordance with the law to
implement the will of the parties contained in this Agreement.





13.5.
This contract benefits and obligates the parties and their respective successors
and assigns.





13.6.
      This Agreement and the rights and obligations agreed by the parties
      thereto are strictly limited to the Mining Concession Area and the
      Internet. Each party shall have the free and unrestricted right to
      recruit, develop or benefit from
other


Business
      of any nature, whether or not in competition with the activities covered
      by this Agreement, without being required to disclose these activities to
      the other party or invite them to participate or allow such participation,
      including, without limitation, rights-related businesses mining rights in
      rem or contiguous with the Area of Interest or who have previously formed
      part of the surface area of the Mining
  Concession








13.7.
      Except as expressly provided in this Agreement, the dealer must keep
      confidential all information relating to this Agreement and the Mining
      Concession and shall not use such information for activities other than
      those provided in this Agreement or disseminate publicly, unless
      commandment is required by law.





13.8.
      The parties have signed this contract in the Spanish and English languages
      in case of discrepancy between the two versions, I ~ s Spanish version
      will prevail. The parties acknowledge having obtained legal advice and
      independent enough to have read and understood (through interpreters and
      their respective legal counsel) the legal effect and validity of this
      Agreement in Spanish and English versions. The English version is attached
      for reference as Exhibit A, which form an integral part of the same for
      all legal purposes which may apply.





CONSTANClA
      IN THE FOREGOING, the parties have signed this Agreement on the date
      indicated above.





THE
“GRANTINERS"


MRS.
TOMASA LOPEZ  OF RASCON WIDOWED and  MR. LEOPOLDO RASCON
LOPEZ, both acting on their own rights, and also in their characters unique and
universal heir, by the first and executor, for the second part of succession to
property of the MR. JOSE MARIA RASCON RASCON;


MR.
SABINO AMADOR RASCON POLANCO, for their own rights, QUINTIN RASCON POLANCO, for
their own rights and representing the MR. GABRIEL AARÓN, MARIA ANTONIETA, ALVARO
CRUZ AND JUAN, all of surnames RASCON POLANCO, appearing all in their characters
unique and universal heirs to the succession to property of MR. GUADALUPE
POLANCO ANGUIANO DE RASCON and JUAN RASCON VALDEZ;








THE
"EXPLORADORA"


SUNBURST
MINING OF MEXICO, S.A. DE C. V.