EXHIBIT 4.18

# MANAGEMENT SERVICES
AGREEMENT

THIS AGREEMENT is dated as of the
31st day of January, 2006.

BETWEEN:

| | WHITE KNIGHT RESOURCES LTD., a company incorporated 
under the laws of British Columbia and having its office at 922  510 
West Hastings Street, Vancouver, British Columbia V6B 1L8
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (the
Company)
| | ---------------

OF THE FIRST PART

AND:

| | CERRO RICO MANAGEMENT CORP., a company incorporated 
under the laws of British Columbia and having its office at 922  510 
West Hastings Street, Vancouver, British Columbia V6B 1L8.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (Cerro
Rico)
| | --------------

OF THE SECOND PART

WHEREAS: The Company and its
subsidiaries carry on the business of mineral exploration and development in the United
States and elsewhere and the Company wishes to retain Cerro Rico as an independent
contractor to provide certain management and administrative consulting services to the
Company on the terms and conditions of this Agreement.

NOW
THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and
agreements contained herein the parties hereto covenant and agree as follows:

# 1.       
ENGAGEMENT

1.1 Engagementof
Cerro Rico.The Company hereby retains and engages Cerro Rico and Cerro
Rico hereby accepts such retainer and engagement to perform the services described in
Section 2 hereof on the terms and conditions hereinafter set forth (the
Engagement).

1.2       Period of
Engagement. The period of Cerro Ricos Engagement under this Agreement
(the Period of Engagement) shall commence on the date hereof and shall expire
on December 31,2008, (the Initial Term) unless otherwise terminated or
extended as set forth herein.

1.3       Extension of
Term. This Agreement will automatically be extended for an additional 24
month period after expiry of the Initial Term (each an Extended Term) unless
the Company provides Cerro Rico with a written notice (the Expiry Notice) to
terminate this Agreement at least sixty (60) days prior to the expiry of the Initial Term
or the Agreement is otherwise terminated as set forth herein. If this Agreement continues
for one or more Extended Terms, the terms of the retainer and Engagement will continue to
be as set out herein and this Agreement will remain in full force for each Extended Term
unless the parties agree otherwise in writing.

---

-2-

# 2.
      SERVICES

2.1       Services.
During the Period of Engagement, Cerro Rico will provide certain management and
administrative consulting services to the Company and its subsidiaries (collectively
referred to as the Company) as may be requested by and at the direction of the
President and Chief Executive Officer (the of the Company (CEO) or the board
of directors of the Company (the Board) from time to time and as are
reasonably within the expertise and experience of Cerro Rico and its designated personnel
including:

| | (a) |  | guidance,
advice and services customarily performed by a person acting in the
                    capacity of Chief Financial Officer
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | guidance,
advice and services customarily performed by a person acting in the
                    capacity of Corporate Secretary of the Company; and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | other
mutually agreed services.
| | --- |  | -------------------------------

2.2       Performance of
Engagement. The Engagement to be performed by Cerro Rico will be performed
only by an appropriately qualified and experienced member of Cerro Ricos personnel
based in British Columbia who will be granted the executive title of Chief Financial
Officer and Corporate Secretary to facilitate the fulfilment of the Engagement hereunder.

2.3       Designated
Employee. The Cerro Rico employee who will be provided to fulfil the
Engagement (the Designated Employee) will initially be Megan Cameron-Jones.
Cerro Rico may offer to provide the services of someone with equal or greater skills for
the Engagement, subject to the Companys right to terminate the Agreement hereunder.

2.4       Contractual Right of
Absence The Company acknowledges that the Designated Employee has a
contractual right with Cerro Rico to an absence of six weeks per calendar year during the
Initial Term or any Extended Term.

# 3.       FEES

3.1       Base Fee.
During the Period of Engagement, the Company shall pay Cerro Rico a total base fee (the
Base Fee) at the rate of CDN$ 5,000 per month payable at the option of Cerro
Rico, semi-monthly on the 15th and the last day of every month or monthly in arrears on
the last day of each month and Cerro Rico shall provide the Company with an invoice for
the Base Fee on a monthly basis. The amount of Cerro Ricos Base Fee shall be subject
to annual review by the Board, provided that the level of such Cerro Ricos Base Fee
shall not be subject to reduction. While the Company guarantees the total amount of Cerro
Ricos Base Fee, such payment may be satisfied in whole or in part by payments from
the Companys subsidiaries.

3.2       Annual Incentive
Fee. In addition to the Base Fee provided for in Section 3.1 hereof, Cerro
Rico shall be eligible for an annual incentive fee(the Annual Incentive
Fee). The amount to be awarded each year is subject to the discretion of the Board
based on its assessment of Cerro Ricos and the Designated Employees
performance during each fiscal year of the Company. Such Annual Incentive Fee may be
satisfied in whole or in part by payments from the Companys subsidiaries and may be
payable in shares of the Company at the option of the Board.

3.3       Long Term Incentive Fee.Megan Cameron-Jones, President of Cerro Rico, shall be entitled to a grant of stock
options to purchase up to an aggregate of 550,000 common shares of the

---

-3-

Company to be granted in one or more
traunches at prevailing market prices at the time of grant and on terms that may be
determined by the directors of the Company and to be described in the stock options
agreements with the Company and the Companys Stock Option Plan and such additional
stock option grants as the Company may determine in its sole discretion. The options shall
have a maximum term equal to five years and will immediately vest following the date
of grant, provided that any shares issued on exercise of the stock options will be subject
to resale restrictions under applicable laws. The Company shall not be under any
obligation to grant additional stock options to Megan Cameron-Jones following the grant of
that number of options described in this section 3.3 regardless of expiry or exercise of
such options.

# 4.      
BENEFITS

4.1       Right to
Participate. During the Period of Engagement the Company will offer to the
Designated Employee the right to participate in all benefit programs maintained by the
Company that are available to its senior executives subject to policy restrictions, or
compensation to Cerro Rico in lieu of participation in the Companys benefit program.
In the event that the Designated Employee does not participate in the Companys
benefits plan the Company may in its sole discretion decide to pay a benefits
allowance to Cerro Rico.

# 5.       EXPENSES

5.1       Reimbursement of
Expenses. The Company will pay or reimburse Cerro Rico for such reasonable
travel, entertainment or other business expenses as may be incurred on behalf of the
Company during the Period of Engagement in connection with the performance of its duties
hereunder, but only to the extent that such expenses were either specifically authorized
by the Company or incurred in accordance with policies, established by the Board, and
provided that Cerro Rico shall furnish the Company with such evidence relating to such
expenses as the Company may reasonably require to substantiate such expenses.

5.2       Taxes. The
Company shall be responsible for payment of any goods and services taxes, sales tax,
value-added tax, or other taxes eligible on any of the charges provided for in this
Agreement, all of which charges will be in addition to the charges set forth elsewhere in
this Agreement.

# 6.       TERMINATION OF
ENGAGEMENT

6.1       
Circumstances of
Termination.Notwithstanding the terms set forth in Section 1. hereof, the
Engagement may be terminated under any of the following circumstances:

| | (a) |  | ChangeofDesignatedEmployee.
At the Option of                     the Company in the event that the Designated
Employee changes from Megan                     Cameron-Jones or she is unable to perform
the services as a result of death or                     permanent disability;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Cause.
At the option of the Company upon the occurrence of                     any action set
forth below (Cause). Cause shall mean:
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------

| |  | (i) |  | Cerro
Ricos or the Designated Employees conviction for, or guilty           plea
to, any criminal offence. An offence means:
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | a
summary conviction or indictable offence under the
Criminal Code(Canada);
| |  |  | - |  | ---------------------------------------------------------------------------

---

-4-

| |  |  |  |  | a
quasi-criminal offence (for example under the Income Tax Act(Canada), the
Immigration Act(Canada) or the tax, immigration, drugs, firearms, money laundering or securities
legislation of any jurisdiction; or
| |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | a
misdemeanour or felony under the criminal legislation of the United States of America, or
any state or territory therein or an offence under the criminal legislation of any other
jurisdiction;
| |  |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ii) |  | Cerro
Ricos or the Designated Employees engagement in conduct that
          constitutes willful neglect or willful misconduct in carrying out her duties
          under this Agreement, resulting, in either case, in material harm to the
          financial condition or reputation of the Company and its subsidiaries
          (considered on an aggregate basis);
| |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (iii) |  | Cerro
Ricos or the Designated Employees willful breach of Sections           9,10
or 11 of this Agreement;
| |  | ----- |  | ------------------------------------------------------------------------------------------------------------

| |  | (iv) |  | Cerro
Ricos or the Designated Employees failure to substantially           perform
the services to be rendered by Cerro Rico hereunder after receipt of           written
notice from the CEO or the Board and a reasonable opportunity (but in no           event
more than 15 days after notice was delivered) for Cerro Rico or its           Designated
Employee to cure such non-performance; or
| |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (v) |  | Cerro
Ricos or the Designated Employees failure to adhere to, or           take
affirmative steps to carry out, any legal and proper directive of the CEO           or
the Board, after receipt of written notice from the Board and a reasonable
          opportunity (but in no event more than 15 days after notice was delivered) to
          cure such non-adherence or failure to act.
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | Not
for Cause.At the option of the Company at any time for any reason other
than those referred to above or for no reason at all, whereupon the
Company shall become obligated to make those payments set forth in
Section 7.1(c) hereof, provided that in the event that a Takeover of
Control (as hereinafter defined) occurs within 6 months of
termination of the Engagement pursuant to Section 6.1(c), the
Engagement shall be deemed to have been terminated pursuant to
section 6.1(e) and the Company shall be obligated to make those payments set
forth in Section 7.1(d).
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | On Notice.At the option of Cerro Rico on providing to the Company 30 days
prior written notice in accordance with section 6.2.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------

| | (e) |  | Change of Control.At the option of Cerro Rico or the Company at any time within
60 days following a takeover of control (a Takeover of Control).
Takeover of Control shall mean:
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (i) |  | the
acquisition directly or indirectly by any person or group of persons acting in
concert, as such terms are defined in the Securities Act, British Columbia, of
common shares of the Company which, when added to all other common shares of
the Company at the time held directly or indirectly by such person or persons
acting in concert, totals for the first time 50% of the outstanding common
shares of the Company; or
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

-5-

| |  | (ii) |  | the
removal, by extraordinary resolution of the shareholders of the Company, of
          more than 51% of the then incumbent directors of the Company, or the election
of           a majority of directors to the Companys board who were not nominees of
the           Companys incumbent board at the time immediately preceding such
election.
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.2       Notice of
Termination. Any termination of Cerro Ricos engagement by Cerro Rico
or the Company (other than termination pursuant to Section 6.1(a) hereof) shall be
communicated by written Notice of Termination in accordance with Section 12.2. For
purposes of this Agreement, a Notice of Termination shall mean a notice
terminating Cerro Ricos engagement by either party. If a Notice of Termination is
given by the Company or Cerro Rico, such notice shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances that provide a basis for termination of Cerro Ricos engagement
under the provision so indicated. For purposes of this Agreement, the Date of
Termination shall be the date on which the Notice of Termination is delivered except
that with respect to Section 6.1(a) the Date of Termination shall be the date
of the Designated Employees death, and with respect to Section 6.1(d), the
Date of Termination shall be the date of Termination specified in the Notice
of Termination, such date to be at least 30 days from the date of delivery of the Notice
of Termination.

# 7.       PAYMENTS UPON
TERMINATION OF ENGAGEMENT

7.1       Payments. In
the event that Cerro Ricos engagement is terminated prior to the Initial Term
(including any extension thereof), the Period of Engagement shall expire as of the Date of
Termination.

| | (a) |  | If
the Company terminates Cerro Ricos engagement for Cause or if Cerro           Rico
voluntarily terminates its engagement in accordance with           Section 6.1(d),
the Companys obligation to compensate Cerro Rico           shall in all respects
cease as of the Date of Termination, except that the           Company shall pay Cerro
Rico the Base Fee accrued under Section 3.1 and the           reimbursable expenses
incurred under Section 5 of this Agreement up to such Date           of Termination (the
Accrued Obligations);
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | If
Cerro Ricos engagement is terminated pursuant to Section 6.1(a), the
          Companys obligation to compensate Cerro Rico shall in all respects cease
          as of the Date of Termination, except that within 30 days after the Date of
          Termination the Company shall pay Cerro Rico the Accrued Obligations; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | If
Cerro Ricos engagement is terminated by the Company pursuant to Section
          6.1(c), the Companys obligation to compensate Cerro Rico shall in all
          respects cease, except that within 30 days after the Date of Termination the
          Company shall pay Cerro Rico the Accrued Obligations and the Company shall:
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (i) |  | if
Cerro Rico has been engaged hereunder by the Company for a period of less
               than 12 months from the date of this Agreement, pay to Cerro Rico a
               termination fee equal to 3 months Base Fee payable hereunder;
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (ii) |  | if
Cerro Rico has been engaged hereunder by the Company for a period of more
               than 12 months from the date of this Agreement, pay to Cerro Rico a
termination                fee equal to 4 months Base Fee payable hereunder, and one
additional month                Base Fee payable hereunder for each subsequent year from
the date of this                Agreement that Cerro Rico has been engaged hereunder;
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

-6-

| | (d) |  | If
Cerro Ricos engagement is terminated pursuant to Section 6.1(e) or
                    is deemed to be terminated pursuant to Section 6.1(e), the Companys
                    obligation to compensate Cerro Rico shall in all respects cease,
except that                     within 30 days after the Date of Termination the
Company shall pay Cerro                     Rico the Accrued Obligation together with a
termination fee equal to 24 months                     Base Fee payable hereunder.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.2       Release and
Satisfaction. With respect to Cerro Rico and the Designated Employee, her
respective heirs and their successors and assigns, upon payment by the Company of the
amounts provided under Section 7.1 hereof, shall release, relinquish and forever discharge
the Company and its subsidiaries, any director, officer, executive, shareholder or agent
of the Company and its subsidiaries from any and all claims, damages, losses, costs,
expenses, liabilities or obligations, whether known or unknown (other than any such
claims, damages, losses, costs, expenses, liabilities or obligations, which Cerro Rico or
the Designated Employee has incurred or suffered or may incur or suffer as a result of
Cerro Ricos engagement by the Company or the termination of such engagement other
than as a result of the gross negligence of the Company. As a condition for making any
payments provided under Section 7 hereof, the Company may require Cerro Rico and the
Designated Employee to execute a release reconfirming its agreement with the provisions of
this Section 7.2.

7.3        Effect on this
Agreement. Any termination of Cerro Ricos engagement and any
expiration of the Period of Engagement under this Agreement shall not affect the
continuing operation and effect of Sections 7.2, 9, 10 and 11 hereof, which shall continue
in full force and effect with respect to the Company, Cerro Rico and its successors and
assigns. Nothing in Section 7 hereof shall be deemed to operate or shall operate as a
release, settlement of discharge of any liability to the Company or others from any action
or omission by Cerro Rico enumerated in Section 6.1(b) hereof as a possible basis for
termination of Cerro Ricos engagement for Cause.

# 8.        RELATIONSHIP OF THE
COMPANY AND CERRO RICO

8.1        The Company acknowledges that
during the Period of Engagement Cerro Rico may engage in other business activities for
gain, profit or other pecuniary advantage, including without limitation, the provision of
services to other public and private companies similar or identical to those to be
rendered to the Company provided that such activities do not conflict with or interfere in
any way with the Engagement of Cerro Rico to the Company hereunder.

8.2        Cerro Rico will and will cause
its Designated Employee to perform all services on behalf of the Company hereunder as an
independent contractor, and neither the Designated Employee nor Cerro Rico nor any of its
directors, officers, employees, agents or services will, in the performance of the
services hereunder, be considered to be partners, employees or servants of the Company or,
except to the extent permitted hereunder, as agents of the Company. To the extent
necessary to permit Cerro Rico and the Designated Employee to perform the services
required hereunder, the Company will provide evidence of the authority of Cerro Rico and
its Designated Employee hereunder.

# 9.       
ACCESS TO INFORMATION

9.1        Confidential
Information. This Agreement applies to all data, records, reports,
opinions, charts, samples, documents, and all other information whatsoever (the
Information), whether in written, oral or electronic form, and whether or not
noted thereon to be confidential, pertaining to the business and affairs of the Company
disclosed or provided to Cerro Rico, its directors, officers employees or agents, or to
which Cerro Rico, its directors, officers, employees, or agents are given access by the
Company or its directors, officers, employees or agents, except that this Agreement shall
not apply to, and the Information shall not include:

---

-7-

| | (a) |  | information
which at the date hereof is disclosed in the public domain;
| | --- |  | -----------------------------------------------------------------------

| | (b) |  | information
which after the date hereof is published or otherwise becomes part                     of
the public domain through no fault or action of Cerro Rico or any of its
                    directors, officers, employees or agents;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | information
which Cerro Rico can prove was in its possession prior to the date
                    hereof and was not acquired by Cerro Rico directly or indirectly from
the                     Company or anyone under an obligation of confidentiality to the
Company; and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | information
received by Cerro Rico without restriction as to disclosure from a
                    third party who has the lawful right to disclose the same.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

9.2        Agreement to Keep
Information Confidential. Cerro Rico acknowledges the confidential and
proprietary nature of the Information and will keep all Information in strict confidence
and will not disclose or dispose of any of the Information to any third party provided
that:

| | (a) |  | Information
may be disclosed to those of Cerro Ricos directors, officers,
                    employees and agents who need to know the Information for the
purposes of Cerro                     Rico evaluating and assessing the Information, all
of whom shall be directed by                     Cerro Rico to treat the Information
confidentially pursuant to this Agreement;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Cerro
Rico may disclose the Information pursuant to the order of any government,
                    judicial or regulatory authority after giving prior notice to the
Company and                     marking the Information to show that it is confidential
to Cerro Rico under the                     terms of this Agreement; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | any
disclosure of Information may be made to which the Company gives its prior
                    written consent.
| | --- |  | -------------------------------------------------------------------------------------------------------------------

# 10.       USE OF CONFIDENTIAL
INFORMATION

10.1        Restricted Use of
Information. Cerro Rico and its directors, officers, employees and agents
will use the Information only for the purpose of assessing and furthering their own
knowledge of the Companys business and affairs in order to provide the services
under the Engagement and for no other purpose. Cerro Rico acknowledges that it, and its
directors, officers and employees, are in a special relationship with the Company.

10.2        Information the
Property
of the Company. All documents, information or other material relating to
the business of the Company prepared or received by Cerro Rico during the continuance of
this Agreement shall be the property of the Company. Cerro Rico shall and shall cause its
directors, officers, employees and agents, upon termination of this Agreement, immediately
deliver up to the Company all such documents, information and materials (including but not
limited to correspondence, documents, papers and other property) belonging to the Company
which may be in the possession or control of Cerro Rico.

# 11.       COVENANT NOT TO
COMPETE: NO SOLICITATION

11.1        Cerro Rico not to
Compete. Cerro Rico acknowledges and recognizes the highly competitive
nature of the Companys business and, in consideration of the payment by the Company
to Cerro Rico of amounts that may hereafter be paid to Cerro Rico pursuant to Section 7.1
hereof, Cerro Rico agrees that during the period
beginning on the Date of Termination and ending on the first anniversary of the Date of
Termination and irrespective of the circumstances under which Cerro Ricos Engagement
by the Company terminates, none of Cerro Rico or any of its directors, officers, employees
or agents will engage, directly or indirectly, in any business conducted by the Company
within 20 kilometres of the exterior boundaries of any mineral properties in which the
Company has an interest or proposes to acquire an interest as of the Date of Termination.
For purposes of this Agreement, the phrase engage, directly or indirectly
shall mean engaging directly or having an interest, directly or indirectly, as owner,
partner, shareholder, employee, independent contactor, capital investor, lender, renderer
of consultation services or advice or otherwise (other than as the holder of less than 5%
of the outstanding stock of a publicly-traded corporation), either alone or in association
with others, in the operation of any aspect of any type of business or enterprise engaged
in any aspect of the business conducted by the Company;

---

-8-

11.2        Cerro Rico not to
Solicit. Cerro Rico agrees that during the term of this Agreement
(including any extensions thereof) and irrespective of the circumstances under which Cerro
Ricos engagement by the Company terminates, it shall not:

| | (a) |  | directly
or indirectly solicit or attempt to solicit any of the employees,
                    agents or representatives of the Company or affiliates of the Company
to leave                     any of such entities; or
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | directly
or indirectly solicit or attempt to solicit any of the employees,
                    agents or representatives of the Company or affiliates of the Company
to become                     employees, agents or representatives of any other person or
entity.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.3        Non-Disparagement;
Litigation Assistance. Cerro Rico and the Company agree that after the Date
of Termination, neither shall make or cause to be made, directly or indirectly, any
disparaging or derogatory statements about the other or any of their directors, officers,
employees, shareholders or agents. Cerro Rico also agrees that after the Date of
Termination, it shall, at the request of the Company, render all assistance and perform
all lawful acts that the Company considers necessary or advisable in connection with any
litigation involving the Company or any director, officer, employee, shareholder, agent,
representative, consultant, customer or vendor of the Company. In the event that the
Company requests Cerro Ricos assistance under this Section 11.3, the Company shall
promptly pay or reimburse it for such reasonable travel expenses as she may incur in
connection with rendering assistance thereunder.

11.4        Definition of the
Company. For purposes of this Section 11, the term the Company
shall include the Company and any and all of its subsidiaries, ventures or affiliates.

11.5       Enforcement

| | (a) |  | The
parties hereto agree and acknowledge that the covenants and agreements
                    contained herein are reasonably necessary in duration and scope to
protect the                     reasonable competitive business interests of the Company.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Cerro
Rico agrees that the covenants and undertakings contained in Sections 9,10
                    and 11 of this Agreement relate to matters which are of a special,
unique and                     extraordinary character and the Company cannot be
reasonably or adequately                     compensated in damages in an action at law
in the event Cerro Rico breaches any                     of these covenants or
undertakings. Therefore, Cerro Rico agrees that the                     Company shall be
entitled, as a
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

-9-

| | matter
of course, without the need to prove irreparable injury, to an injunction, restraining
order or other equitable relief from any court of competent jurisdiction, restraining any
violation or threatened violation of any of such terms by Cerro Rico and such other
persons as the court shall order.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | Rights
and remedies provided for in this Agreement are cumulative and shall be
                    in addition to rights and remedies otherwise available to the parties
under any                     other agreement or applicable law.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | In
the event that any provision of this Agreement shall to any extent be held
                    invalid, unreasonable or unenforceable in any circumstances, the
parties hereto                     agree that the remainder of this Agreement and the
application of such provision                     of this Agreement to other
circumstances shall be valid and enforceable to the                     fullest extent
permitted by law. If any provision of this Agreement, or any part
                    thereof, is held to be unenforceable because of the scope or duration
of or the                     area covered by such provision, the parties hereto agree
that the court or                     arbitrator making such determination shall reduce
the scope, duration and/or                     area of such provision (and shall
substitute appropriate provisions for any such                     unenforceable
provisions) in order to make such provision enforceable to the
                    fullest extent permitted by law, and/or shall delete specific words
and phrases,                     and such modified provision shall then be enforceable
and shall be enforced. The                     parties hereto recognize that if, in any
judicial proceeding, a court shall                     refuse to enforce any of the
separate covenants contained in this Agreement,                     then that
unenforceable covenant contained in this Agreement shall be deemed
                    eliminated from these provisions to the extent necessary to permit
the remaining                     separate covenants to be enforced. In the event that
any court or arbitrator                     determines that the time period or the area,
or both, are unreasonable and that                     any of the covenants is to that
extent unenforceable, the parties hereto agree                     that such covenants
will remain in full force and effect, first, for the                     greatest time
period, and second, in the greatest geographical area that would                     not
render them unenforceable.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12.       MISCELLANEOUS

12.1       
Key Man Insurance.Cerro Rico
recognizes and acknowledges that the Company or its affiliates may seek and purchase one
or more policies providing key man life insurance with respect to the Designated Employee,
the proceeds of which would be payable to the Company or such affiliate. Cerro Rico shall
cause the Designated Employee to consent to the Company or its affiliates seeking and
purchasing such insurance and will provide such information, undergo such medical
examinations (at the Companys expense), execute such documents, and otherwise take
any and all actions necessary or desirable in order for the Company or its affiliates to
seek, purchase and maintain in full force and effect such policy or policies.

12.2       
Notice.Any notice required or
permitted to be given hereunder shall be given in writing and shall be deemed sufficiently
given if sent by Federal Express or other similar courier service, or via facsimile
transmission addressed to the addressee at her or its address last provided to the sender
in writing by the addressee for purposes of receiving notice hereunder or, unless or until
such address shall be so furnished, to the address indicated opposite her or its signature
to this Agreement. For purposes of this Agreement, notice sent in conformity with this
Section 12.2 shall be deemed to have been received on the third business day following the
date on which such notices are so sent.

---

-10-

12.3       
Modification and No Waiver of
Breach. No waiver or modification of this Agreement shall be binding unless it is in
writing signed by the parties hereto. No waiver by a party of a breach hereof by the other
party shall be deemed to constitute a waiver of a future breach, whether of a similar or
dissimilar nature, except to the extent specifically provided in any written waiver under
this Section 12.3

12.4        Governing
Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the Province of British Columbia and all questions relating to
the validity and performance hereof and remedies hereunder shall be determined in
accordance with such law.

12.5       
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same agreement.

12.6       
Captions.The captions
used herein are for ease of reference only and shall not define or limit the provisions
hereof.

12.7       
Entire Agreement.This
Agreement constitutes the entire agreement between the parties hereto relating to
the matters encompassed hereby and supersedes any prior oral or written agreements.

12.8       
Further Assurances.The
parties shall execute all other documents and do all further things as may be
necessary to carry out and give effect to the intent of this Agreement.

12.9       
Severability. Should any part of this Agreement be declared or held
invalid for any reason, that invalidity shall not affect the validity of the remainder
which shall continue in full force and effect and be construed as if this Agreement had
been executed without the invalid portion.

12.10       
Time of Essence.Time shall be of the essence of this Agreement.

12.11        Enurement.
This Agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, successors and permitted assigns.

12.12       
Assignment. The rights of the Company under this Agreement may,
without the consent of Cerro Rico, be assigned by the Company to any person, firm,
corporation, or other business entity which at any time, whether by purchase, merger, or
otherwise, directly or indirectly, acquires all or material portions of the stock, assets
or any line of business of the Company. Despite any such assignment, the Company will
remain liable for any obligations arising under this Agreement.

12.13        Non-Transferability of
Interest. In the absence of consent by the Company, which shall not be
unreasonably withheld, none of the rights of Cerro Rico to receive any form of fees or
compensation payable pursuant to this Agreement shall be assignable or transferable. Any
attempted assignment, transfer, conveyance, or other disposition of any interest in the
rights of Cerro Rico to receive any form of compensation to be made by the Company
pursuant to this Agreement shall be void.

12.14        Jurisdiction;
Venue. The parties hereto irrevocably and unconditionally submit to the
exclusive jurisdiction of any court sitting in the province of British Columbia over any
suit, action or proceeding arising out of or relating to this Agreement. Service of any
process, summons, notice or document by registered mail addressed to any party shall be
effective service of process for any action, suit or proceeding brought against such party
in any such court. The parties hereto, irrevocably and unconditionally waive any objection
to the laying of venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. A final judgment in any suit, action or proceeding
brought in any such court shall be conclusive and
binding upon the parties and may be enforced in any other courts to whose jurisdiction a
party is or may be subject, by suit upon such judgment.

---

-11-

IN
WITNESS WHEREOF, this Agreement has been duly executed and is effective as of this
15th day of March, 2006.

# Address for notices:

|922 - 510 West Hastings Street, Vancouver,   
British Columbia V6B 1L8                     
Attention:  Board of Directors               
Fax:  (604) 681-0180                         
922 - 510 West Hastings Street, Vancouver,   
British Columbia V6B 1L8                     
Attention:  Megan Cameron-Jones | WHITE KNIGHT RESOURCES LTD.
By:     /s/ John M. Leask
Name:   John M. Leask
Title:    ChairmanCERRO RICO MANAGEMENT CORP.
By:     /s/ Megan Cameron-Jones
Name:  Megan Cameron-Jones
Title:     President
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---