Unassociated Document


    
      __________


    

    
      


    

    
      SHARE EXCHANGE
AGREEMENT


     

     

    
      


    

    
      Among:

    

    
      


      


    

    
      AFFINITY GOLD
CORP.

    

    
      


      


      


    

    
      And:

    

    
      


      


    

    
      AMR PROJECT PERU,
S.A.C.

    

    
      


      


      


    

    
      And:

    

    
      


      


    

    
      THE SHAREHOLDERS
OF

      AMR PROJECT PERU,
S.A.C.

    

    
      


      


    

    
      


      


    

    
      Notice to
the Shareholder of AMR Project Peru, S.A.C.: The Shareholders of AMR
Project Peru, S.A.C. are hereby advised by each of Jensen Lunny MacInnes Law
Corporation, counsel for Affinity Gold Corp., and Affinity Gold Corp. to obtain
independent legal advice with respect to their review and execution of this
Share Exchange Agreement.

    

    
      


    

    
      __________

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    SHARE EXCHANGE AGREEMENT

     

    THIS
SHARE EXCHANGE AGREEMENT is dated and made for reference effective as
fully executed on this 8th day of
May, 2009.

     

    BETWEEN:

    
AFFINITY
GOLD CORP., a corporation organized under the laws of the State of Nevada
and having an address for notice and delivery located at 7950 Main Street, Suite
217, Maple Grove, Minnesota  55311

    


    (the
“Acquirer”);

    OF THE FIRST
PART


    AND:

    


    AMR
PROJECT PERU, S.A.C., a corporation organized under the laws of Peru and
having an address for notice and delivery located at Av. Arenales 335, Cercado,
Lima, Peru

    


    (the
“Company”);

    OF THE SECOND
PART

    


    AND:

    


    ANTONIO
ROTUNDO, a shareholder of AMR Project Peru, S.A.C., having an address for
notice and delivery c/o Av. Arenales 335, Cercado, Lima, Peru

    


    (“Antonio”);

    OF THE THIRD
PART

    


    AND:

    


    MARIO
ROTUNDO, a
shareholder of AMR Project Peru, S.A.C., having an address for notice and
delivery c/o Av. Arenales 335, Cercado, Lima, Peru

    


    (“Mario”)

    OF THE FOURTH
PART

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (Antonio
and Mario each being hereinafter singularly referred to as a “Vendor” and collectively
referred to as the “Vendors” as the context so
requires);

    


    (the
Vendors, the Company and the Acquirer being hereinafter singularly also referred
to as a “Party” and
collectively referred to as the “Parties” as the context so
requires).

    


    WHEREAS:

    


    A.                      The
Company is a body corporate subsisting under and registered pursuant to the laws
of Peru;

    


    B.                      The
Company is the owner of the mining concession title named “AMR Project” covering
500 hectares and the mining concession certificate as evidenced by Certificate
No. 7996-2006-INACC-UADA granted to the Company by the Republic of Peru,
National Institute of Concessions and Mining Cadastre on December 11, 2006 (the
“Mining Concession
Rights”), which Mining Concession Rights are located in the Inambari
River Basin on the flat plains region at an altitude greater than 1500’ and
accessible by land and air, in the District of Ayapata, Province of Carabaya,
Department of Puno, Peru.

    


    C.                      The
Company is in the business of mineral exploration and development concentrating
on gold exploration (the “Company’s
Business”);

    


    D.                      The
Vendors are the legal and beneficial owner of all of the issued and outstanding
shares in the capital of the Company; the particulars of the registered and
beneficial ownership of such Company Stock being set forth in Schedule “A” which
is attached hereto and which forms a material part hereof;

    


    E.                      The
Parties hereto have agreed to enter into this Share Exchange Agreement (the
“Agreement”) which
formalizes, amends and replaces, in its entirety, the Asset Purchase Agreement,
dated March 2, 2009, and which clarifies their respective duties and obligations
in connection with the acquisition by the Acquirer from the Vendors of all
except one of the issued and outstanding shares in the capital of the Company
(the “Company Stock”)
together with the further development of the Company’s Business as a
consequence thereof;

    


    F.                      The
exchange of Company Stock for Acquirer Stock is intended to constitute a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended (the “Code”), or such other tax
free reorganization exemptions that may be available under the
Code.

     

    NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual promises, covenants and agreements herein contained, THE
PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as
follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
1

    DEFINITIONS

     

    1.1                      Definitions.   For
the purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires, the following words and phrases shall have the
following meanings:

    


    
      	
               
      

            	
              (a)

            	
              “Action” has the meaning
      ascribed to it in Article “4.1(p)”
hereinbelow;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Acquirer” means
      Affinity Gold Corp., a corporation organized under the laws of the State
      of Nevada, or any successor company, however formed, whether as a result
      of merger, amalgamation or other
action;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Acquirer Commission
      Documents” has the meaning ascribed to it in Article “4.1(m)”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Acquirer’s Initial Due
      Diligence” has the meaning ascribed to it in Article “5.1(b)”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Acquirer Material Adverse
      Effect” means a material adverse effect on Acquirer, a material
      adverse effect on the ability of the Acquirer to perform its obligations
      under this Agreement or on the ability of the Acquirer to consummate the
      Takeover;

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Acquirer’s
      Ratification” has the meaning ascribed to it in Article “5.1(a)”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Acquirer Stock” means
      the 12,000,000 shares of common stock of the Acquirer to be issued and
      delivered to the Vendors on a pro rata basis as the Consideration for the
      Company Stock;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Agreement” means this
      “Share Exchange Agreement” as entered into among the Vendors, the Company
      and the Acquirer herein, together with any amendments thereto and any
      Schedules as attached thereto;

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Board of Directors”
      means, as applicable, the respective Board of Directors of each of the
      Parties hereto as duly constituted from time to
  time;

            


    

    


    
      	
               
      

            	
              (j)

            	
              “business day” means any
      day that is not a Saturday, Sunday or other day on which commercial banks
      in New York, New York, are authorized or required by law to remain
      closed;

            


    

    


    
      	
               
      

            	
              (k)

            	
              “Business Documentation”
      means any and all records and other factual data and information relating
      to the Company’s Business interests and assets and including, without
      limitation, all plans, agreements and records which are in the possession
      or control of the Vendors or the Company in that
  respect;

            


    

    


    
      	
               
      

            	
              (l)

            	
              “Closing” has the
      meaning ascribed to it in Article “6.1”
  hereinbelow;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (m)

            	
              “Closing Date” has the
      meaning ascribed to it in Article “6.1”
  hereinbelow;

            


    

    


    
      	
               
      

            	
              (n)

            	
              “Code” has the meaning
      ascribed to it in recital “F.”
hereinabove;

            


    

    


    
      	
               
      

            	
              (o)

            	
              “Commission” means the
      United States Securities and Exchange
  Commission;

            


    

    


    
      	
               
      

            	
              (p)

            	
              “Company” means AMR
      Project Peru, S.A.C., a corporation organized under the laws of Peru, or
      any successor company, however formed, whether as a result of merger,
      amalgamation or other action;

            


    

    


    
      	
               
      

            	
              (q)

            	
              “Company’s Assets” means
      all assets, contracts, mining concessions, licenses, permits, equipment,
      structures, inventory, goodwill and Intellectual Property of the
      Company;

            


    

    


    
      	
               
      

            	
              (r)

            	
              “Company’s Business” has
      the meaning ascribed to it in recital “C.”
  hereinabove;

            


    

    


    
      	
               
      

            	
              (s)

            	
              “Company’s Financial
      Statements” has the meaning ascribed to it in Article “3.3(i)”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (t)

            	
              “Company Stock” has the
      meaning ascribed to it in recital “E.” hereinabove; the particulars of the
      registered and beneficial ownership of such Company Stock being set forth
      in Schedule “A” which is attached
hereto;

            


    

    


    
      	
               
      

            	
              (u)

            	
              “Consideration” has the
      meaning ascribed to it in Article “2.2”
  hereinbelow;

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Defaulting Party” and
      “Non-Defaulting
      Party” have the meanings ascribed to them in Article “12”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (w)

            	
              “Encumbrances” means
      mortgages, liens, charges, security interests, encumbrances and third
      party claims of any nature;

            


    

    


    
      	
               
      

            	
              (x)

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as
amended;

            


    

    


    
      	
               
      

            	
              (y)

            	
              “Execution Date” means
      the actual date of the complete execution of this Agreement and any
      amendment thereto by all Parties hereto as set forth on the front page
      hereof;

            


    

    


    
      	
               
      

            	
              (z)

            	
              “Indemnified Party” and
      “Indemnified
      Parties” have the meanings ascribed to them in Article “7.1”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (aa)

            	
              “Intellectual Property”
      means all right and interest to all patents, patents pending, inventions,
      know-how, any operating or identifying name or registered or unregistered
      trademarks and trade names, all computer programs, licensed end-user
      software, source codes, products and applications (and related
      documentation and materials) and other works of authorship (including
      notes, reports, other documents and materials, magnetic, electronic, sound
      or video recordings and any other work in which copyright or similar right
      may subsist) and all copyrights (registered or unregistered) therein,
      industrial designs (registered or unregistered), franchises, licenses,
      authorities, restrictive covenants or other industrial or intellectual
      property;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (ab)

            	
              “OTCBB” means the
      Over-the-Counter Bulletin Board;

            


    

    


    
      	
               
      

            	
              (ac)

            	
              “Parties” or “Party” means,
      respectively, the Vendors, the Company and/or the Acquirer hereto, as the
      case may be, together with their respective successors and permitted
      assigns as the context so requires;

            


    

    


    
      	
               
      

            	
              (ad)

            	
              “person” or “persons” means an
      individual, corporation, partnership, party, trust, fund, association and
      any other organized group of persons and the personal or other legal
      representative of a person to whom the context can apply according to
      law;

            


    

    


    
      	
               
      

            	
              (ae)

            	
              “Securities Act” means
      the Securities Act of 1933, as
amended;

            


    

    


    
      	
               
      

            	
              (af)

            	
              “Takeover” means that
      transaction or series of transactions pursuant to which the Acquirer will
      acquire all of the Company Stock of the Company from the Vendors in
      exchange for the issuance by the Acquirer of 12,000,000 shares of common
      stock of the Acquirer and all matters necessarily ancillary
      thereto;

            


    

    


    
      	
               
      

            	
              (ag)

            	
              “Time of Closing” means
      2:00 o’clock, p.m. (New York City Time) on the Closing Date;
      and

            


    

    


    
      	
               
      

            	
              (ah)

            	
              “Vendors” means the
      shareholders of the Company who have executed this Agreement as a Party
      hereto.

            


    

     

    1.2                      Schedules. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, the following shall represent the Schedules which are
attached to this Agreement and which form a material part hereof:

    
      
        	 	 	 
	 	
                Schedule

              	
                Description

              
	 	 
      	 
      
	 	
                Schedule
      “A”:

              	
                Company
      Stock and Vendors;

              
	 	
                Schedule
      “B”

              	
                Material
      Contracts;

              
	 	
                Schedule
      “C”

              	
                Mining
      Concession Rights and Permits

              
	 	
                Schedule
      “D”

              	
                Encumbrances;

              
	 	
                Schedule
      “E”

              	
                Pending,
      Outstanding or Unresolved Claims or Grievances; and

              
	 	
                Schedule
      “F”

              	
                Banks
      and Bank Accounts.

              
	 	 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    1.3                      Interpretation. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

    
      
        	 	 	 
	 	
                (a)

              	
                the
      words “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Agreement as a whole and not to any particular Article,
      section or other subdivision of this Agreement;

              
	 	 
      	 
      
	 	
                (b)

              	
                any
      reference to an entity shall include and shall be deemed to be a reference
      to any entity that is a permitted successor to such entity;
      and

              
	 	 
      	 
      
	 	
                (c)

              	
                words
      in the singular include the plural and words in the masculine gender
      include the feminine and neuter genders, and vice
    versa.

              


      

       

    

    Article
2

    EXCHANGE OF SHARES

     

    2.1                      Exchange
by Vendors.   Subject to the terms and conditions hereof
and based upon the representations and warranties contained in Articles “3” and
“4” hereinbelow and prior satisfaction of the conditions precedent which are set
forth in Article “5” hereinbelow, the Vendors hereby agree to assign, sell and
transfer at the Closing Date (as hereinafter determined) all of their respective
rights, entitlement and interest in and to the Company Stock to the Acquirer and
the Acquirer hereby agrees to acquire all of the Company Stock from the Vendors
on the terms and subject to the conditions contained in this
Agreement.

    


    2.2                      Consideration.   The
aggregate consideration (the “Consideration”) for all of
the Company Stock will be satisfied by way of the issuance and delivery by the
Acquirer to the Vendors at the Closing Date, in accordance with section “2.3”
hereinbelow, of an aggregate of 12,000,000 shares of common stock in the capital
of the Acquirer (the “Acquirer
Stock”) on a pro rata basis in accordance with each Vendors percentage
ownership in the Company.

    


    2.3                      Resale
Restrictions.   The Vendors hereby acknowledge and agree
that the Acquirer makes no representations as to any resale or other restriction
affecting the Acquirer Stock and that it is presently contemplated that the
Acquirer Stock will be issued by the Acquirer to the Vendors in reliance upon
the registration and prospectus exemptions contained in the Securities Act, or
“Regulation S”
promulgated under the Securities Act which will impose a trading restriction in
the United States on the Acquirer Stock for a period of 12 months from the
Closing Date (as hereinafter determined).  In addition, the obligation
of the Acquirer to issue the Acquirer Stock pursuant to section “2.2”
hereinabove will be subject to the Acquirer being satisfied no later than
Closing Date that an exemption from applicable registration and prospectus
requirements is available under the Securities Act and all applicable securities
laws, in respect of the Vendors and related Acquirer Stock, and the Acquirer
shall be relieved of any obligation whatsoever to acquire any Company Stock of
the Vendors and to issue Acquirer Stock in respect of the Vendors where the
Acquirer reasonably determines no later than Closing Date that a suitable
exemption is not available to it.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
3

    REPRESENTATIONS, WARRANTIES AND
COVENANTS

    BY THE COMPANY AND THE VENDOR

     

    3.1                      General
Representations, Warranties and Covenants by the Company and the
Vendors.   In order to induce the Acquirer to enter into
and consummate this Agreement, the Company and the Vendors, jointly and
severally, represent to, warrant to and covenant with the Acquirer, with the
intent that the Acquirer will rely thereon in entering into this Agreement and
in concluding the transactions contemplated herein, that, to the best of the
knowledge, information and belief of each of the Vendors and the Company, after
having made due inquiry:

    


    
      	
               
      

            	
              (a)

            	
              if
      a corporation, it is duly organized under the laws of its respective
      jurisdiction of incorporation and is validly existing and in good standing
      with respect to all statutory filings required by the applicable corporate
      laws;

            


    

    


    
      	
               
      

            	
              (b)

            	
              it
      is qualified to do business in those jurisdictions where it is necessary
      to fulfill its obligations under this Agreement and it has the full power
      and authority to enter into this Agreement and any agreement or instrument
      referred to or contemplated by this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              it
      has the requisite power, authority and capacity to own and use all of its
      respective business assets and to carry on its respective business as
      presently conducted by it and to fulfill its respective obligations under
      this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      execution and delivery of this Agreement and the agreements contemplated
      hereby have been duly authorized by all necessary action, corporate or
      otherwise, on its respective part;

            


    

    


    
      	
               
      

            	
              (e)

            	
              there
      are no other consents, approvals or conditions precedent to the
      performance of this Agreement which have not been
  obtained;

            


    

    


    
      	
               
      

            	
              (f)

            	
              this
      Agreement constitutes a legal, valid and binding obligation of it
      enforceable against it in accordance with its terms, except as enforcement
      may be limited by laws of general application affecting the rights of
      creditors;

            


    

    


    
      	
               
      

            	
              (g)

            	
              no
      proceedings are pending for, and it is unaware of, any basis for the
      institution of any proceedings leading to its respective dissolution or
      winding up, or the placing of it in bankruptcy or subject to any other
      laws governing the affairs of insolvent companies or
    persons;

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      making of this Agreement and the completion of the transactions
      contemplated hereby and the performance of and compliance with the terms
      hereof does not and will not:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (i)

            	
              if
      a corporation, conflict with or result in a breach of or violate any of
      the terms, conditions or provisions of its respective organizational
      documents;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of any law, judgment, order, injunction, decree, regulation or
      ruling of any Court or governmental authority, domestic or foreign, to
      which it is subject, or constitute or result in a default under any
      agreement, contract, license, permit, or commitment to which it is a
      party;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              give
      to any party the right of termination, cancellation or acceleration in or
      with respect to any agreement, contract, license or commitment to which it
      is a party;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              give
      to any government or governmental authority, or any municipality or any
      subdivision thereof, including any governmental department, commission,
      bureau, board or administration agency, any right of termination,
      cancellation or suspension of, or constitute a breach of or result in a
      default under, any permit, license, control or authority issued to it
      which is necessary or desirable in connection with the conduct and
      operations of its respective business and the ownership or leasing of its
      respective business assets; or

            


    

    


    
      	
               
      

            	
              (v)

            	
              constitute
      a default by it, or any event which, with the giving of notice or lapse of
      time or both, might constitute an event of default, under any agreement,
      contract, indenture or other instrument relating to any indebtedness of it
      which would give any party to that agreement, contract, indenture or other
      instrument the right to accelerate the maturity for the payment of any
      amount payable under that agreement, contract, indenture or other
      instrument; and

            


    

    


    
      	
              (i)  

            	
              neither
      this Agreement nor any other document, certificate or statement furnished
      to the Acquirer by or on behalf of any of the Vendors or the Company in
      connection with the transactions contemplated hereby knowingly or
      negligently contains any untrue or incomplete statement of material fact
      or omits to state a material fact necessary in order to make the
      statements therein not misleading which would likely affect the decision
      of the Acquirer to enter into this
Agreement;

            


    

    


    
      	
              (j)  

            	
              this
      Agreement has been duly authorized, executed and delivered by the Vendors
      and the Company and is a legal, valid and binding obligation of each of
      the Vendors and the Company, enforceable against each of the Vendors
      and/or the Company, as the case may be, by the Acquirer in accordance with
      its terms, except as enforcement may be limited by bankruptcy, insolvency
      and other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (k)  

            	
              no
      person other than the Acquirer has any written or oral agreement or option
      or any right or privilege (whether by law, pre-emptive or contractual)
      capable of becoming an agreement, or option for the purchase or
      acquisition from the Vendors of any of the Company
  Stock;

            


    

    


    
      	
              (l)  

            	
              the
      Company Stock is beneficially owned by the Vendors with good and
      marketable title thereto free of all Encumbrances and is registered in the
      books of the Company in the name of the Vendors and, without limitation
      thereto, none of the Company Stock is subject to any voting trust,
      unanimous shareholders agreement, other shareholders agreements, pooling
      agreements or voting agreements;

            


    

    


    
      	
              (m)  

            	
              upon
      completion of the transactions contemplated by this Agreement, all of the
      Company Stock will be owned by the Acquirer as the beneficial owner of
      record, with good and marketable title thereto (except for such
      Encumbrances as may have been granted by the
  Acquirer);

            


    

    


    
      	
              (n)  

            	
              the
      Vendors are domiciled in Peru for purposes of Peruvian tax legislation,
      which means they have physically remained in Peru for more than 183 days
      from January 1, 2008 to December 31, 2008;
and

            


    

    


    
      	
              (o)  

            	
              the
      Vendors have no information or knowledge of any fact not communicated to
      the Acquirer and relating to the Company or to the Company’s Business or
      to the Company Stock which, if known to the Acquirer, might reasonably be
      expected to deter the Acquirer from entering into this Agreement or from
      completing the transactions contemplated by this
  Agreement.

            


    

     

    3.2                      Representations,
Warranties and Covenants by the Vendors respecting the Company Stock and the
Acquirer Stock.   In order to induce the Acquirer to enter
into and consummate this Agreement, the Vendors hereby represent to, warrant to
and covenant with the Acquirer, with the intent that the Acquirer will also rely
thereon in entering into this Agreement and in concluding the transactions
contemplated herein, that, to the best of the knowledge, information and belief
of the Vendors, after having made due inquiry:

    


    
      	
               
      

            	
              (a)

            	
              the
      Vendors have good and marketable title to and are the legal and beneficial
      owner of all of the Company Stock, and each share of the Company Stock is
      fully paid and non-assessable and is free and clear of liens, charges,
      encumbrances, pledges, mortgages, hypothecations, security interests and
      adverse claims of any and all nature whatsoever and including, without
      limitation, options, pre-emptive rights and other rights of acquisition in
      favor of any person, whether conditional or
  absolute;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Vendors have the power and capacity to own and dispose of the Company
      Stock, and the Company Stock is not subject to any voting or similar
      arrangement;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (c)

            	
              there
      are no actions, suits, proceedings or investigations (whether or not
      purportedly against or on behalf of the Vendors or the Company), pending
      or threatened, which may affect, without limitation, the rights of the
      Vendors to transfer any of the Company Stock to the Acquirer at law or in
      equity, or before or by any federal, state, provincial, municipal or other
      governmental department, commission, board, bureau, agency or
      instrumentality, domestic or foreign, and, without limiting the generality
      of the foregoing, there are no claims or potential claims under any
      relevant family relations legislation or other equivalent legislation
      affecting the Company Stock.  In addition, the Vendors are not
      now aware of any existing ground on which any such action, suit or
      proceeding might be commenced with any reasonable likelihood of
      success;

            


    

    


    
      	
               
      

            	
              (d)

            	
              no
      other person, firm or corporation has any agreement, option or right
      capable of becoming an agreement for the purchase of any of the Company
      Stock;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Vendors acknowledge that the Acquirer Stock will be issued under certain
      exemptions from the registration and prospectus filing requirements
      otherwise applicable under the Securities Act, and that, as a result, the
      Vendors may be restricted from using most of the remedies that would
      otherwise be available to the Vendors, the Vendors will not receive
      information that would otherwise be required to be provided to the Vendors
      and the Acquirer is relieved from certain obligations that would otherwise
      apply to the Acquirer, in either case, under applicable securities
      legislation;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      Vendors have not received, nor have the Vendors requested nor do the
      Vendors require to receive, any offering memorandum or a similar document
      describing the business and affairs of the Acquirer in order to assist the
      Vendors in entering into this Agreement and in consummating the
      transactions contemplated herein;

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      Vendors acknowledge and agree that the Acquirer Stock has not been and
      will not be qualified or registered under the securities laws of the
      United States or any other jurisdiction and, as such, the Vendors may be
      restricted for a period of at least 12 months from selling or transferring
      such Acquirer Stock under applicable
law;

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      Vendors are resident in the jurisdiction as set forth under the Vendors’
      address in Schedule “A” which is attached hereto, and that all
      negotiations and other acts in furtherance of the execution and delivery
      of this Agreement by the Vendors in connection with the transactions
      contemplated herein have taken place and will take place solely in such
      jurisdiction or in the state of Nevada;
and

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Company Stock has been issued in accordance with all applicable securities
      and corporate legislation and
policies.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.3                      Additional
Representations, Warranties and Covenants by the Company.  In
order to induce the Acquirer to enter into and consummate this Agreement, the
Company hereby represents to, warrants to and covenants with the Acquirer, with
the intent that the Acquirer will also rely thereon in entering into this
Agreement and in concluding the transactions contemplated herein, that, to the
best of the knowledge, information and belief of the Company, after having made
due inquiry:

    


    Corporate
Status of the Company

    


    
      	
              (a)  

            	
              the
      Company is a company with limited liability duly and properly organized
      and validly subsisting under the laws of Peru being the only jurisdiction
      where it is required to be registered for the purpose of enabling it to
      carry on its business and own its property as presently carried on and
      owned;

            


    

    


    
      	
              (b)  

            	
              the
      Company has good and sufficient power, authority and right to own or lease
      its property, to enter into this Agreement and to perform its obligations
      hereunder;

            


    

    


    Options

    


    
      	
              (c)  

            	
              no
      person has any agreement or option or any right or privilege (whether by
      law, pre-emptive or contractual) capable of becoming an agreement,
      including convertible securities, warrants or convertible obligations of
      any nature, for the purchase, subscription, allotment or issuance of any
      unissued shares or other securities of the
  Company;

            


    

    


    Title
to Personal Property and Other Property

    


    
      	
              (d)  

            	
              the
      property and assets of the Company are, and between the date hereof and
      the Closing Date (as hereinafter determined), will be, owned beneficially
      by the Company with good and marketable title thereto, free and clear of
      all Encumbrances save as previously disclosed to the
    Acquirer;

            


    

    


    
      	
              (e)  

            	
              the
      Company is the rightful and legal owner of the Mining Concession Rights,
      free and clear of all liens, charges, pledges, security interests and
      claims of others, and no taxes, payments or fees are due in respect of any
      part of the Mining Concession Rights, and the Company has free and
      unimpeded right to the Mining Concession
Rights;

            


    

    


    
      	
              (f)  

            	
              there
      has not been any default in any obligation to be performed relating to the
      Mining Concession Rights;

            


    

    


    Intellectual
Property

    


    
      	
              (g)  

            	
              neither
      the Vendors nor the Company are aware of a claim of any infringement or
      breach of any industrial or intellectual property rights of any other
      person by the Company, nor have the Vendors or the Company received any
      notice that the conduct of the Company’s Business infringes or breaches
      any industrial or intellectual property rights of any other person, and
      neither the Vendors nor the Company, after due inquiry, have any knowledge
      of any infringement or violation of any of their rights or the rights of
      the Company in the Intellectual
Property;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (h)  

            	
              the
      conduct of the Company’s Business does not infringe upon the patents,
      trade marks, licenses, trade names, business names, copyright or other
      industrial or intellectual property rights, domestic or foreign, of any
      other person;

            


    

    


    Financial
Statements

    


    
      	
              (i)  

            	
              the
      Company’s Financial Statements for the fiscal year ended December 31, 2008
      which audit shall be ended no later than Closing Date, and unaudited
      Financial Statements for the three month period ended March 31, 2009 have
      been prepared in accordance with Peruvian GAAP, are correct and complete
      and present fairly the assets, liabilities (whether accrued, absolute,
      contingent or otherwise) and financial condition of the Company as at the
      respective dates of and for the respective periods covered by the
      Company’s Financial Statements;

            


    

    


    
      	
              (j)  

            	
              for
      any period up to the Time of Closing the Company will not have any debts
      or liabilities whatsoever (whether accrued, absolute or contingent or
      otherwise), including any liabilities for federal, state, provincial,
      sales, excise, income, corporate or any other taxes of the Company except
      for;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      debts and liabilities disclosed on, provided for or included in the
      balance sheet forming a part of the most recent of the Company’s Financial
      Statements;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              debts
      or liabilities disclosed in this Agreement or any Schedule hereto;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              liabilities
      incurred by the Company in the ordinary course of the Company’s Business
      subsequent to the date of the balance sheet referred to in the Company’s
      Financial Statements;

            


    

    


    Books
and Records

    


    
      	
              (k)  

            	
              the
      books and records of the Company fairly and correctly set out and
      disclose, in all material respects, in accordance with Peruvian GAAP, the
      financial condition of the Company as of the date of this Agreement and
      all material financial transactions of the Company have been accurately
      recorded in such books and records;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Corporate
Records

    


    
      	
              (l)  

            	
              the
      Corporate records and minute books of the Company contain complete and
      accurate minutes, (duly signed by the chairman and/or secretary of the
      appropriate meeting) of all meetings of shareholders of the Company since
      its date of incorporation;

            


    

    


    
      	
              (m)  

            	
              the
      share certificate records, the securities register, and the list of
      officers for the Company are contained in the  relevant
      corporate book and/or in the documents of incorporation and are complete
      and accurate in all respects;

            


    

    


    Officers

    


    
      	
              (n)  

            	
              the
      present are officers of the Company are as
  follows:

            


    

    
      
        	 	 	 	 
	 
      	
                Name

              	
                Position

              	 
	 
      	 
      	
                 
      

              	 
	 
      	
                Antonio
      Rotundo

              	
                Subordinated
      General Manager

              	 
	 
      	 
      	 
      	 
	 
      	
                Mario
      Rotundo

              	
                General
      Manager

              	 
	 	 	 	 


      

    

    
      	
              (o)  

            	
              neither
      this Agreement nor any document, schedule, list, certificate, declaration
      under oath or written statement now or hereafter furnished by the Vendors
      or the Company to the Acquirer in connection with the transactions
      contemplated by this Agreement contains or will contain any untrue
      statement or representation of a material fact on the part of the Vendors
      or the Company, or omits or will omit on behalf of the Vendors or the
      Company to state a material fact necessary to make any such statement or
      representation therein or herein contained not
  misleading.

            


    

     

    3.4                      Survival
of the Representations, Warranties and Covenants by each of the Vendors and the
Company.   To the extent they have not been fully
performed at or prior to the Time of Closing, each and every representation and
warranty of the Vendors or the Company contained in this Agreement and any
agreement, instrument, certificate or other document executed or delivered
pursuant to this Agreement shall:

    


    
      	
               
      

            	
              (a)

            	
              be
      true and correct on and as of the Closing Date with the same force and
      effect as though made or given on the Closing
  Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              remain
      in full force and effect notwithstanding any investigations conducted by
      or on behalf of the Acquirer; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      representations and warranties made or given prior to and at the Closing
      Date shall survive, as made on such dates, the completion of the
      transactions contemplated by this Agreement until the second anniversary
      of the Closing Date and shall continue in full force and effect for the
      benefit of the Acquirer during that period, except
  that:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      representations and warranties set out in section 3.2(a) to and including
      3.2(i) above shall survive and continue in full force and effect without
      limitation of time; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      claim for any breach of any of the representations and warranties
      contained in this Agreement or in any agreement, instrument, certificate
      or other document executed or delivered pursuant hereto involving fraud or
      fraudulent misrepresentation may be made at any time following the Closing
      Date, subject only to applicable limitation periods imposed by
      law.

            


    

    


    
      	
               
      

            	
              (d)

            	
              to
      the extent they have not been fully performed at or prior to the Time of
      Closing, each and every covenant of the Vendors contained in this
      Agreement and any agreement, instrument, certificate or other document
      executed or delivered pursuant to this Agreement shall survive the
      completion of the transactions contemplated by this Agreement and,
      notwithstanding such completion, shall continue in full force and effect
      for the benefit of the Acquirer.

            


    

     

    Article
4

    WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE
ACQUIRER

     

    4.1                      Warranties,
Representations and Covenants by the Acquirer.  In order to
induce the Vendors and the Company to enter into and consummate this Agreement,
the Acquirer hereby warrants to, represents to and covenants with each of the
Vendors and the Company, with the intent that each of the Vendors and the
Company will rely thereon in entering into this Agreement and in concluding the
transactions contemplated herein, that, to the best of the knowledge,
information and belief of the Acquirer, after having made due
inquiry:

    


    Corporate
Status of the Acquirer

    


    
      	
              (a)  

            	
              the
      Acquirer is a company with limited liability duly and properly
      incorporated, organized and validly subsisting under the laws of the State
      of Nevada being the only jurisdiction where it is required to be
      registered for the purpose of enabling it to carry on its business and own
      its property as presently carried on and
owned;

            


    

    


    
      	
              (b)  

            	
              the
      Acquirer has good and sufficient power, authority and right to own or
      lease its property, to enter into this Agreement and to perform its
      obligations hereunder;

            


    

    


    Authorization

    


    
      	
              (c)  

            	
              this
      Agreement has been duly authorized, executed and delivered by the Acquirer
      and is a legal, valid and binding obligation of the Acquirer, enforceable
      against the Acquirer, as the case may be, by the Vendors and/or the
      Company in accordance with its terms, except as enforcement may be limited
      by bankruptcy, insolvency and other laws affecting the rights of creditors
      generally and except that equitable remedies may be granted only in the
      discretion of a court of competent
jurisdiction;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Share
Capital

    


    
      	
               
      

            	
              (d)

            	
              the
      authorized capital of the Acquirer currently consists of 2,700,000,000
      shares of common stock with a par value of $0.001 per share of which
      65,545,8755 shares of common stock of the Acquirer have been duly issued
      and are outstanding as fully paid and non-assessable, and 10,000,000
      shares of preferred stock with a par value of $0.001 per share of which
      nil shares of preferred stock of the Acquirer have been
      issued.  There are not any bonds, debentures, notes or other
      indebtedness of Acquirer having the right to vote (or convertible into, or
      exchangeable for, securities having the right to vote) on any matters on
      which holders of the Acquirer’s common stock may
  vote;

            


    

    


    
      	
               
      

            	
              (e)

            	
              all
      of the issued and outstanding shares of common stock of the Acquirer are
      listed and posted for trading on the
OTCBB;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      Acquirer will allot and issue the Acquirer Stock on the Closing Date in
      accordance with sections “2.2” and “2.3” hereinabove as duly authorized,
      fully paid and non-assessable in the capital of the Acquirer, free and
      clear of all actual or threatened liens, charges, security interests,
      options, encumbrances, voting agreements, voting trusts, demands,
      limitations and restrictions of any nature whatsoever, other than hold
      periods or other restrictions imposed under applicable securities
      legislation or by securities regulatory
  authorities;

            


    

    


    
      Options

    

    


    
      	
               
      

            	
              (g)

            	
              other
      than the 2,200,000 stock options granted to the Acquirer’s officers and
      directors, no person has any agreement or option or any right or privilege
      (whether by law, pre-emptive or contractual) capable of becoming an
      agreement, including convertible securities, warrants or convertible
      obligations of any nature, for the purchase, subscription, allotment or
      issuance of any unissued shares or other securities of the
      Acquirer;

            


    

    


    Directors
and Officers

    


    
      	
              (h)  

            	
              the
      present directors and officers of the Acquirer are as
    follows:

            


    

    
      	 	 	 
	 	Name	Position
	 	 	 
	
               
      

            	
              Antonio
      Rotundo

            	
              President,
      CEO, CFO and Director

            


    

    
      	
               
      

            	
              Corey
      Sandberg

            	
              Secretary,
      Treasurer & Director

            


    

    
      	
               
      

            	
              Paul
      Antoniazzi

            	
              Director

            


    

    
      	
               
      

            	
              Johnny
      Lian

            	
              Director

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Taxes

    


    
      	
              (i)  

            	
              the
      Acquirer has filed all tax returns that it was required to file under
      applicable laws and regulations.  All such tax returns, if any
      were filed, were correct and complete in all respects.  All
      taxes due and owing by Acquirer or any of its subsidiaries have been fully
      and timely paid.  Neither Acquirer nor any of its subsidiaries
      currently is the beneficiary of any extension of time within which to file
      any tax return.  No claim has ever been made by an authority in
      a jurisdiction where Acquirer does not file tax returns that Acquirer is
      or may be subject to taxation by that jurisdiction.  There are
      no liens for taxes (other than taxes not yet due and payable) upon any of
      the assets of Acquirer or any of its
  subsidiaries;

            


    

    


    
      	
              (j)  

            	
              no
      foreign, federal, state, or local tax audits or administrative or judicial
      tax proceedings are pending or being conducted with respect to
      Acquirer.  Acquirer has not received from any foreign, federal,
      state, or local taxing authority (including jurisdictions where Acquirer
      has not filed tax returns) any (i) notice indicating an intent to open an
      audit or other review, (ii) request for information related to tax
      matters, or (iii) notice of deficiency or proposed adjustment for any
      amount of tax proposed, asserted, or assessed by any taxing authority
      against Acquirer.  Acquirer has delivered to Vendors correct and
      complete copies of all income tax returns filed, if any, and all
      examination reports, and statements of deficiencies assessed against or
      agreed to by Acquirer or any of its subsidiaries that have been
      received;

            


    

     

    No
Conflicts; Consents

    


    
      	
              (k)  

            	
              the
      execution and delivery by Acquirer of this Agreement, does not, the
      issuance of the Acquirer Stock and its delivery to the Vendors will not,
      and the consummation of the Takeover and compliance with the terms hereof
      and thereof will not, conflict with, or result in any violation of or
      default (with or without notice or lapse of time, or both) under, or give
      rise to a right of termination, cancellation or acceleration of any
      obligation or to loss of a material benefit under, or to increased,
      additional, accelerated or guaranteed rights or entitlements of any person
      under, or result in the creation of any lien upon any of the properties or
      assets of Acquirer under, any provision of (i) the Acquirer Charter or
      Bylaws, (ii) any material contract to which Acquirer is a party or by
      which any of its properties or assets is bound or (iii) any material
      judgment or material law applicable to Acquirer or its properties or
      assets, other than, in the case of clauses (ii) and (iii) above, any such
      items that, individually or in the aggregate, have not had and would not
      reasonably be expected to have an Acquirer Material Adverse
      Effect;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (l)  

            	
              no
      Consent of, or registration, declaration or filing with, or permit from,
      any governmental entity is required to be obtained or made by or with
      respect to Acquirer in connection with the execution, delivery and
      performance of this Agreement or the consummation of the Takeover, except
      for the filing of Articles of Exchange with the Nevada Secretary of State,
      if required;

            


    

    


    Commission
Documents; Undisclosed Liabilities

    


    
      	
              (m)  

            	
              the
      Acquirer Stock is not currently registered pursuant to Section 12(b) or
      12(g) of the Exchange Act, but Acquirer has filed all reports, schedules,
      forms, statements and other documents required to be filed by Acquirer
      with the Commission pursuant to the reporting requirements of the Exchange
      Act, including material filed pursuant to Section 13(a) or 15(d) of the
      Exchange Act (all of the foregoing, including filings incorporated by
      reference therein, the “Acquirer Commission
  Documents”);

            


    

    


    
      	
              (n)  

            	
              except
      as set forth in the Acquirer Commission Documents, Acquirer has no
      liabilities or obligations of any nature (whether accrued, absolute,
      contingent or otherwise) required by US GAAP to be set forth on a balance
      sheet of Acquirer or in the notes thereto that are not so set
      forth.  As of the date hereof and up to the Time of Closing the
      Acquirer will not have any debts or liabilities whatsoever (whether
      accrued, absolute, contingent or otherwise), including any liabilities for
      federal, state, provincial, sales, excise, income, corporate or any other
      taxes of the Acquirer except for;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      debts and liabilities disclosed on, provided for or included in the
      Acquirer Commission Documents;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              debts
      or liabilities disclosed in this Agreement or any Schedule hereto;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              liabilities
      incurred by the Acquirer in the ordinary course of business and in
      relation to this Agreement subsequent to the date of the most recent
      balance sheet referred to in the Acquirer Commission
      Documents;

            


    

    


    Books
and Records

    


    
      	
              (o)  

            	
              the
      books and records of the Acquirer fairly and correctly set out and
      disclose, in all material respects, in accordance with US GAAP, the
      financial condition of the Acquirer as of the date of this Agreement and
      all material financial transactions of the Acquirer have been accurately
      recorded in such books and records;

            


    

    


    Litigation

    


    
      	
              (p)  

            	
              except
      as disclosed in the Acquirer Commission Documents, there is no action,
      suit, inquiry, notice of violation, proceeding (including any partial
      proceeding such as a deposition) or investigation pending or threatened in
      writing against or affecting the Acquirer, any subsidiary or any of their
      respective properties before or by any court, arbitrator, governmental or
      administrative agency, regulatory authority (federal, state, county, local
      or foreign), stock market, stock exchange or trading facility (“Action”)
      which (i) adversely affects or challenges the legality, validity or
      enforceability of either this Agreement or the Acquirer Stock or (ii)
      could, if there were an unfavorable decision, individually or in the
      aggregate, have or reasonably be expected to result in an Acquirer
      Material Adverse Effect.  Neither the Acquirer nor any director
      or officer thereof (in his capacity as such), is or has been the subject
      of any Action involving a claim or violation of or liability under federal
      or state securities laws or a claim of breach of fiduciary
      duty;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Real,
Personal and Intellectual Property

    


    
      	
              (q)  

            	
              Acquirer
      does not own any real property.  Acquirer has good title to, or
      valid leasehold interests in, all of its properties and assets used in the
      conduct of its business;

            


    

    


    
      	
              (r)  

            	
              there
      are no claims pending or, to the knowledge of Acquirer, threatened that
      Acquirer is infringing or otherwise adversely affecting the rights of any
      person with regard to any Intellectual Property
  right;

            


    

    


    Labor
Matters

    


    
      	
              (s)  

            	
              there
      are no collective bargaining or other labor union agreements to which
      Acquirer is a party or by which it is
bound;

            


    

    


    Certain
Registration Matters

    


    
      	
              (t)  

            	
              except
      as specified in the Acquirer Commission Documents, Acquirer has not
      granted or agreed to grant to any person any rights (including
      “piggy-back” registration rights) to have any securities of Acquirer
      registered with the Commission or any other governmental authority that
      have not been satisfied;

            


    

    


    Full
Disclosure

    


    
      	
              (u)  

            	
              the
      Acquirer has no information or knowledge of any fact not communicated to
      the Vendors and the Company and relating to the Acquirer or to the
      Acquirer’s business or to its issued and outstanding securities which, if
      known to the Vendors and/or the Company, might reasonably be expected to
      deter the Vendors and/or the Company from entering into this Agreement or
      from completing the transactions contemplated by this
      Agreement.

            


    

    


    Accuracy
of Warranties

    


    
      	
              (v)  

            	
              neither
      this Agreement nor any document, schedule, list, certificate, declaration
      under oath or written statement now or hereafter furnished by the Acquirer
      to the Vendors or the Company in connection with the transactions
      contemplated by this Agreement contains or will contain any untrue
      statement or representation of a material fact on the part of the
      Acquirer, or omits or will omit on behalf of the Acquirer to state a
      material fact necessary to make any such statement or representation
      therein or herein contained not
misleading.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.2                      Survival
of the Representations, Warranties and Covenants by the Acquirer.  To the extent
they have not been fully performed at or prior to the Time of Closing, each
representation and warranty of the Acquirer contained in this Agreement or in
any document, instrument, certificate or undertaking given pursuant hereto
shall:

    


    
      	
              (a)  

            	
              be
      true and correct on and as of the Closing Date with the same force and
      effect as though made or given on the Closing
  Date;

            


    

    


    
      	
              (b)  

            	
              remain
      in full force and effect notwithstanding any investigations conducted by
      or on behalf of the Company and/or Vendors,
and

            


    

    


    
      	
              (c)  

            	
              survive
      the completion of the transactions contemplated by this Agreement until
      the second anniversary of the Closing Date and shall continue in full
      force and effect for the benefit of the Vendors and the Company during
      that period, except that a claim for any breach of any of the
      representations and warranties contained in this Agreement or in any
      agreement, instrument, certificate or other document executed or delivered
      pursuant hereto involving fraud or fraudulent misrepresentation may be
      made at any time following the Closing Date, subject only to applicable
      limitation periods imposed by law.

            
	 	 
	      
              (d)  
      
 	To
      the extent they have not been fully performed at or prior to the Time of
      Closing, each and every covenant of the Acquirer contained in this
      Agreement and any agreement, instrument, certificate or other document
      executed or delivered pursuant to this Agreement shall survive the
      completion of the transactions contemplated by this Agreement and,
      notwithstanding such completion, shall continue in full force and effect
      for the benefit of the Vendors and the
Company.


    

     

    Article
5

    CONDITIONS PRECEDENT TO CLOSING

     

    5.1                      Parties’
Conditions Precedent prior to the Closing Date.  All of the
rights, duties and obligations of each of the Parties hereto under this
Agreement are subject to the following conditions precedent for the exclusive
benefit of each of the Parties to be fulfilled in all material aspects in the
reasonable opinion of each of the Parties or to be waived by each or any of the
Parties, as the case may be, as soon as possible after the Execution Date;
however, unless specifically indicated as otherwise, not later than the Time of
Closing:

    


    
      	
               
      

            	
              (a)

            	
              the
      specific ratification of the terms and conditions of this Agreement by the
      Board of Directors of the Acquirer within five business days of the due
      and complete execution of this Agreement by each of the Parties hereto
      (the “Acquirer’s
      Ratification”);

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              the
      completion by the Acquirer of an initial due diligence and operations
      review of the Company’s Business and operations within thirty (30)
      calendar days after the Acquirer’s Ratification (the “Acquirer’s Initial Due
      Diligence”);

            


    

     

    5.2                      Parties’
Waiver of Conditions Precedent.   The conditions precedent
set forth in section “5.1” hereinabove are for the exclusive benefit of each of
the Parties hereto and may be waived by each of the Parties in writing and in
whole or in part at or prior to the Time of Closing.

     

    5.3                      The
Vendors’ and the Company’s Conditions Precedent.   The
acquisition of the Company Stock is subject to the following terms and
conditions for the exclusive benefit of the Vendors and the Company, to be
fulfilled or performed at or prior to the Time of Closing:

    


    
      	
               
      

            	
              (a)

            	
              the
      representations and warranties of the Acquirer contained in this Agreement
      shall be true and correct in all material respects at the Time of Closing,
      with the same force and effect as if such representations and warranties
      were made at and as of such time;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by the Acquirer at or before the Time of Closing shall
      have been complied with or performed in all material
    respects;

            


    

    


    
      	
               
      

            	
              (c)

            	
              there
      shall have been obtained, from all appropriate federal, provincial,
      municipal or other governmental or administrative bodies, such licenses,
      permits, consents, approvals, certificates, registrations and
      authorizations as are required by law, if any, to be obtained by the
      Acquirer to permit the issuance and delivery of the Acquirer Stock to the
      Vendors contemplated hereby;

            


    

    


    
      	
               
      

            	
              (d)

            	
              no
      legal or regulatory action or proceeding shall be pending or threatened by
      any person to enjoin, restrict or prohibit the acquisition of the Company
      Stock contemplated hereby;

            


    

    


    
      	
               
      

            	
              (e)

            	
              on
      or prior to the Closing, the Acquirer shall take all action necessary to
      cause Antonio Rotundo to execute an agreement with the Acquirer regarding
      a forfeiture of a certain amount of shares upon the occurrence of
      specified events.

            


    

    


    If any of
the conditions contained in this section 5.3 shall not be performed or fulfilled
at or prior to the Time of Closing to the satisfaction of the Vendors and the
Company, acting reasonably, the Vendors and/or the Company may, by notice to the
Acquirer, terminate this Agreement and the obligations of the Vendors, the
Company and the Acquirer under this Agreement, other than the obligations
contained in Article 8 hereinbelow, shall be terminated, provided that the
Vendors and the Company may also bring an action pursuant to Article 7 against
the Acquirer for damages suffered by the Vendors and/or the Company where the
non-performance or non-fulfillment of the relevant condition is as a result of a
breach of covenant, representation or warranty by the Acquirer.  Any
such condition may be waived in whole or in part by the Vendors and the Company
in writing without prejudice to any claims it may have for breach of covenant,
representation or warranty.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.4                      Acquirer’s
Conditions Precedent prior to the Closing Date.  The
acquisition of the Company Stock is subject to the following terms and
conditions for the exclusive benefit of the Acquirer, to be fulfilled or
performed at or prior to the Time of Closing:

    


    
      	
               
      

            	
              (a)

            	
              the
      representations and warranties of the Vendors and the Company contained in
      this Agreement shall be true and correct at the Time of Closing, with the
      same force and effect as if such representations and warranties were made
      at and as of such time;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by the Vendors and the Company at or before the Time of
      Closing shall have been complied with or performed in all material
      respects;

            


    

    


    
      	
               
      

            	
              (c)

            	
              there
      shall have been obtained, from all appropriate federal, provincial,
      municipal or other governmental or administrative bodies, such licenses,
      permits, consents, approvals, certificates, registrations and
      authorizations as are required to be obtained, if any, by the Vendors and
      the Company to permit the change of ownership of the Company Stock
      contemplated hereby;

            


    

    


    
      	
               
      

            	
              (d)

            	
              there
      shall have been no material adverse changes in the condition (financial or
      otherwise), assets, liabilities, operations, earnings, the Company’s
      Business or prospects of the Company since the date of the Company’s
      Financial Statements;

            


    

    


    
      	
               
      

            	
              (e)

            	
              no
      legal or regulatory action or proceeding shall be pending or threatened by
      any person to enjoin, restrict or prohibit the acquisition of the Company
      Stock contemplated hereby; and

            


    

    


    
      	
               
      

            	
              (f)

            	
              no
      material damage by fire or other hazard to the whole or any material part
      of the property or assets of the Company shall have occurred from the date
      hereof to the Time of Closing.

            


    

    


    If any of
the conditions contained in this section 5.4 shall not be performed or fulfilled
at or prior to the Time of Closing to the satisfaction of the Acquirer, acting
reasonably, the Acquirer may, by notice to the Vendors and the Company,
terminate this Agreement and the obligations of the Vendors, the Company and the
Acquirer under this Agreement, other than the obligations set forth in Article
8, shall be terminated, provided that the Acquirer may also bring an action
pursuant to Article 7 against the Vendors and/or the Company for damages
suffered by the Acquirer where the non-performance or non-fulfillment of the
relevant condition is as a result of a breach of covenant, representation or
warranty by the Vendors or the Company.  Any such condition may be
waived in whole or in part by the Acquirer without prejudice to any claims it
may have for breach of covenant, representation or warranty.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
6

    CLOSING AND EVENTS OF CLOSING

     

    6.1                      Closing
and Closing Date.   The closing (the “Closing”) of the acquisition
of the Company Stock and the issuance and delivery of the Acquirer Stock, as
contemplated in the manner as set forth in Article “2” hereinabove, together
with all of the transactions contemplated by this Agreement shall occur on June
15, 2009 (the “Closing
Date”), or on such earlier or later Closing Date as may be agreed to in
advance and in writing by each of the Parties hereto, and will be closed at the
offices of solicitors for the Acquirer, Jensen Lunny MacInnes Law Corporation
located at 555 W. Hastings St., Suite 2550, Vancouver, BC, Canada  V6B
4N5, at 2:00 p.m. (New York City time) (11:00 am Vancouver Time) on the Closing
Date.

     

    6.2                      Latest
Closing Date.   If the Closing Date has not occurred by
June 30, 2009 subject to an extension as may be mutually agreed to by the
Parties for a maximum of 14 days per extension, then the Acquirer and the
Vendors shall each have the option to terminate this Agreement by delivery of
written notice to the other Party.  Upon delivery of such notice, this
Agreement shall cease to be of any force and effect except for Article “8”
hereinbelow, which shall remain in full force and effect notwithstanding the
termination of this Agreement.

     

    6.3                      Documents
to be delivered by the Company and the Vendors prior to the Closing
Date.   Not later than the Closing Date, and in addition
to the documentation which is required by the agreements and conditions
precedent which are set forth hereinabove, the Company and the Vendors shall
also execute and deliver or cause to be delivered to Acquirer’s counsel all such
other documents, resolutions and instruments as may be necessary, in the opinion
of counsel for the Acquirer, acting reasonably, to complete all of the
transactions contemplated by this Agreement and including, without limitation,
the necessary transfer of all of the Company Stock to the Acquirer free and
clear of all liens, security interests, charges and encumbrances, and in
particular including, but not being limited to, the following
materials:

    


    
      	
               
      

            	
              (a)

            	
              all
      documentation as may be necessary and as may be required by the solicitors
      for the Acquirer, acting reasonably, to ensure that all of the Company
      Stock has been transferred, assigned and are registerable in the name of
      and for the benefit of the Acquirer under all applicable corporate and
      securities laws;

            


    

    


    
      	
               
      

            	
              (b)

            	
              certificates
      representing the Company Stock registered in the name of the Vendors, duly
      endorsed for transfer to the Acquirer and/or irrevocable stock powers
      transferring the Company Stock to the
Acquirer;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (c)

            	
              certificates
      representing the Company Stock registered in the name of the
      Acquirer;

            


    

    


    
      	
               
      

            	
              (d)

            	
              a
      certified copy of the resolutions of the shareholders, if necessary, of
      the Company authorizing the transfer by the Vendors to the Acquirer of the
      Company Stock;

            


    

    


    
      	
               
      

            	
              (e)

            	
              a
      copy of all corporate records and books of account of the Company and
      including, without limiting the generality of the foregoing, a copy of all
      minute books, share register books, and share certificate books of the
      Company;

            


    

    


    
      	
               
      

            	
              (f)

            	
              a
      copy of the audited Company’s Financial Statements for the fiscal year
      ended December 31, 2008, and unaudited Financial Statements for the three
      month period ended March 31, 2009;

            


    

    


    
      	
               
      

            	
              (g)

            	
              all
      remaining Business Documentation;
and

            


    

    


    
      	
               
      

            	
              (h)

            	
              all
      such other documents and instruments as the Acquirer’s solicitors may
      reasonably require.

            


    

     

    6.4                      Documents
to be delivered by the Acquirer prior to the Closing Date.  Not
later than the Closing Date, and in addition to the documentation which is
required by the agreements and conditions precedent which are set forth
hereinabove, the Acquirer shall also execute and deliver or cause to be
delivered to the Company’s and the Vendors’ counsel, all such other documents,
resolutions and instruments that may be necessary, in the opinion of counsel for
the Company and the Vendors, acting reasonably, to complete all of the
transactions contemplated by this Agreement and including, without limitation,
the necessary acceptance of the transfer of all of the Acquirer Stock to the
Vendors free and clear of all liens, charges and encumbrances, and in particular
including, but not being limited to, the following materials:

    


    
      	
               
      

            	
              (a)

            	
              a
      copy of the resolutions of the directors of the Acquirer providing for the
      approval and ratification of all of the transactions contemplated
      hereby;

            


    

    


    
      	
               
      

            	
              (b)

            	
              certificates
      representing the Acquirer Stock issued to the Vendors in accordance with
      sections “2.2” and “2.3” hereinabove;
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      such other documents and instruments as the Company’s and the Vendors’
      respective solicitors may reasonably
require.

            


    

    


    Article
7

    
      	
              INDEMNIFICATION AND LEGAL
      PROCEEDINGS

            


    

     

    7.1                      Indemnification.   The
Parties hereto agree to indemnify and save harmless the other Parties hereto and
including, where applicable, their respective affiliates, directors, officers,
employees and agents (each such party being an “Indemnified Party”) harmless
from and against and agree to be liable for any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatever nature or kind,
including any investigation expenses incurred by any Indemnified Party, to which
an Indemnified Party may become subject due to a breach or failure to comply
with an obligation by a Party under the terms and conditions of this
Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    7.2                      No
Indemnification.   This indemnity will not apply in
respect of an Indemnified Party in the event and to the extent that a court of
competent jurisdiction in a final judgment shall determine that the Indemnified
Party was grossly negligent or guilty of willful misconduct.

     

    7.3                      Claim of
Indemnification.   The Parties hereto agree to waive any
right they might have of first requiring the Indemnified Party to proceed
against or enforce any other right, power, remedy, security or claim payment
from any other person before claiming this indemnity.

     

    7.4                      Notice of
Claim.   In case any action is brought against an
Indemnified Party in respect of which indemnity may be sought against any of the
Parties hereto, the Indemnified Party will give the relevant Party hereto prompt
written notice of any such action of which the Indemnified Party has knowledge
and such Party will undertake the investigation and defense thereof on behalf of
the Indemnified Party, including the prompt consulting of counsel acceptable to
the Indemnified Party affected and the payment of all
expenses.  Failure by the Indemnified Party to so notify shall not
relieve any Party hereto of such Party’s obligation of indemnification hereunder
unless (and only to the extent that) such failure results in a forfeiture by any
Party hereto of substantive rights or defenses.

     

    7.5                      Settlement.   No
admission of liability and no settlement of any action shall be made without the
consent of each of the Parties hereto and the consent of the Indemnified Party
affected, such consent not to be unreasonably withheld.

     

    7.6                      Legal
Proceedings.   Notwithstanding that the relevant Party
hereto will undertake the investigation and defense of any action, an
Indemnified Party will have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel will be at the expense of the Indemnified Party unless:

    


    
      	
               
      

            	
              (a)

            	
              such
      counsel has been authorized by the relevant Party
  hereto;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      relevant Party hereto has not assumed the defense of the action within a
      reasonable period of time after receiving notice of the
      action;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      named parties to any such action include that any Party hereto and the
      Indemnified Party shall have been advised by counsel that there may be a
      conflict of interest between any Party hereto and the Indemnified Party;
      or

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (d)

            	
              there
      are one or more legal defenses available to the Indemnified Party which
      are different from or in addition to those available to any Party
      hereto.

            


    

    


    7.7                      Contribution.   If
for any reason other than the gross negligence or bad faith of the Indemnified
Party being the primary cause of the loss claim, damage, liability, cost or
expense, the foregoing indemnification is unavailable to the Indemnified Party
or insufficient to hold them harmless, the relevant Party hereto shall
contribute to the amount paid or payable by the Indemnified Party as a result of
any and all such losses, claim, damages or liabilities in such proportion as is
appropriate to reflect not only the relative benefits received by any Party
hereto on the one hand and the Indemnified Party on the other, but also the
relative fault of the Parties and other equitable considerations which may be
relevant.  Notwithstanding the foregoing, the relevant Party hereto
shall in any event contribute to the amount paid or payable by the Indemnified
Party, as a result of the loss, claim, damage, liability, cost or expense (other
than a loss, claim, damage, liability, cost or expenses, the primary cause of
which is the gross negligence or bad faith of the Indemnified Party), any excess
of such amount over the amount of the fees actually received by the Indemnified
Party hereunder.

     

    Article
8

    
      	
              NON-DISCLOSURE

            


    

    


    8.1                      Public
Announcements and Disclosure to Regulatory
Authorities.   All information relating to the Agreement
and the transaction contemplated therein shall be treated as confidential and no
public disclosure shall be made by any Party without the prior approval of the
Company and the Acquirer.  Notwithstanding the provisions of this
Article, the Parties hereto agree to make such public announcements and
disclosure to the Regulatory Authorities of this Agreement promptly upon its
execution all in accordance with the requirements of applicable securities
legislation and regulations.

    


    Article
9

    
      	
              ASSIGNMENT AND
  AMENDMENT

            


    

    


    9.1                      Assignment.   Save
and except as provided herein, no Party hereto may sell, assign, pledge or
mortgage or otherwise encumber all or any part of its respective interest herein
without the prior written consent of all of the other Parties
hereto.

    


    9.2                      Amendment.   This
Agreement and any provision thereof may only be amended in writing and only by
duly authorized signatories of each of the respective Parties
hereto.

    


    Article
10

    
      	
              FORCE
MAJEURE

            


    

    


    10.1                      Events.   If
any Party hereto is at any time prevented or delayed in complying with any
provisions of this Agreement by reason of strikes, walk-outs, labor shortages,
power shortages, fires, wars, acts of God, earthquakes, storms, floods,
explosions, accidents, protests or demonstrations by environmental lobbyists or
native rights groups, delays in transportation, breakdown of machinery,
inability to obtain necessary materials in the open market, unavailability of
equipment, governmental regulations restricting normal operations, shipping
delays or any other reason or reasons beyond the control of that Party, then the
time limited for the performance by that Party of its respective obligations
hereunder shall be extended by a period of time equal in length to the period of
each such prevention or delay.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    10.2                      Notice.   A
Party shall, within seven calendar days, give notice to the other Parties of
each event of force
majeure under section “10.1” hereinabove, and upon cessation of such
event shall furnish the other Parties with notice of that event together with
particulars of the number of days by which the obligations of that Party
hereunder have been extended by virtue of such event of force majeure and all
preceding events of force
majeure.

     

    Article
11

    
      	
              ARBITRATION

            


    

     

    11.1                      Arbitration.  The
Parties agree that all controversies, claims, disputes and matters in question
arising out of, or related to, this Agreement, the performance under this
Agreement, the breach of this Agreement or any other matter or claim whatsoever
shall be decided by binding arbitration before the American Arbitration
Association, utilizing the Commercial Arbitration Rules.  Venue for
any arbitration between the Parties shall be had and is mandatory in New York,
New York to the exclusion of all other places of venue, for all matters that
arise under this Agreement.

     

    Article
12

    
      	
              DEFAULT AND
  TERMINATION

            


    

     

    12.1                      Default.   The
Parties hereto agree that if any Party hereto is in default with respect to any
of the provisions of this Agreement (herein called the “Defaulting Party”), the
non-defaulting Party (herein called the “Non-Defaulting Party”) shall
give notice to the Defaulting Party designating such default, and within 10
calendar days after its receipt of such notice, the Defaulting Party shall
either:

    


    
      	
               
      

            	
              (a)

            	
              cure
      such default, or commence proceedings to cure such default and prosecute
      the same to completion without undue delay;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              give
      the Non-Defaulting Party notice that it denies that such default has
      occurred and that it is submitting the question to arbitration as herein
      provided.

            


    

     

    12.2                      Arbitration.   If
arbitration is sought, a Party shall not be deemed in default until the matter
shall have been determined finally by appropriate arbitration under the
provisions of Article “11” hereinabove.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12.3                      Curing
the Default.   If:

    


    
      	
               
      

            	
              (a)

            	
              the
      default is not so cured or the Defaulting Party does not commence or
      diligently proceed to cure the default;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              arbitration
      is not so sought; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Defaulting Party is found in arbitration proceedings to be in default, and
      fails to cure it within five calendar days after the rendering of the
      arbitration award,

            


    

    


    the
Non-Defaulting Party may, by written notice given to the Defaulting Party at any
time while the default continues, terminate the interest of the Defaulting Party
in and to this Agreement.

     

    12.4                      Termination.   In
addition to the foregoing it is hereby acknowledged and agreed by the Parties
hereto that this Agreement will be terminated in the event that:

    


    
      	
               
      

            	
              (a)

            	
              the
      Acquirer’s Ratification is not received within five business days of the
      due and complete execution of this Agreement by each of the Parties
      hereto;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Acquirer fails to complete a successful and Acquirer’s Initial Due
      Diligence review of the Company’s business and operations within thirty
      calendar days of the prior satisfaction by the Acquirer of the Acquirer’s
      Ratification;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      conditions specified in section “5.1” hereinabove have not been satisfied
      at or prior to the Time of Closing;

            


    

    


    
      	
               
      

            	
              (d)

            	
              either
      of the Parties hereto has not either satisfied or waived each of their
      respective conditions precedent at or prior to the Time of Closing in
      accordance with the provisions of Article “5” hereinabove unless
      extended;

            


    

    


    
      	
              (e)  

            	
              either
      of the Parties hereto has failed to deliver or caused to be delivered any
      of their respective documents required to be delivered by Articles “5” and
      “6” hereinabove at or prior to the Time of Closing in accordance with the
      provisions of Articles “5” and “6” unless extended;
  or

            


    

    


    
      	
              (f)  

            	
              the
      Closing has not occurred on or before June 30, 2009, or such later date,
      all in accordance with section “6.2” hereinabove;
  or

            


    

    


    
      	
              (g)  

            	
              by
      agreement in writing by each of the Parties
  hereto;

            


    

    


    and in
such event this Agreement will be terminated and be of no further force and
effect other than the obligations under Article “8” hereinabove.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
13

    
      	
              NOTICE

            


    

     

    13.1                      Notice.   Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by prepaid registered mail
deposited in a post office addressed to the Party entitled to receive the same,
or delivered to such Party, at the address for such Party specified
above.  The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof if delivered, or, if given
by registered mail as aforesaid, shall be deemed conclusively to be the third
calendar day after the same shall have been so mailed, except in the case of
interruption of postal services for any reason whatsoever, in which case the
date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.

     

    13.2                      Change of
Address.   Either Party may at any time and from time to
time notify the other Party in writing of a change of address and the new
address to which notice shall be given to it thereafter until further
change.

     

    Article
14

    
      	
              GENERAL
  PROVISIONS

            


    

     

    14.1                      Entire
Agreement.   This Agreement constitutes the entire
agreement to date between the Parties hereto and supersedes every previous
agreement, communication, expectation, negotiation, representation or
understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties with respect to the subject matter of this
Agreement and including, without limitation, the agreement as between the
Acquirer, the Vendors and the Company.

     

    14.2                      Enurement.   This
Agreement will enure to the benefit of and will be binding upon the Parties
hereto, their respective heirs, executors, administrators and
assigns.

     

    14.3                      Schedules.   The
Schedules to this Agreement are hereby incorporated by reference into this
Agreement in its entirety.

     

    14.4                      Time of
the Essence.   Time will be of the essence of this
Agreement.

     

    14.5                      Representation
and Costs.   It is hereby acknowledged by each of the
Parties hereto that, as between the Parties hereto, Jensen Lunny MacInnes Law
Corporation, acts solely for the Acquirer, and that each of the Vendors and the
Company have been advised by Jensen Lunny MacInnes Law Corporation to obtain
independent legal advice with respect to their respective reviews and execution
of this Agreement.  In addition, it is hereby further acknowledged and
agreed by the Parties hereto that each Party to this Agreement will bear and pay
its own costs, legal and otherwise, in connection with its respective
preparation, review and execution of this Agreement, and, in particular, that
the costs involved in the preparation of this Agreement, and all documentation
necessarily involved thereto, by Jensen Lunny MacInnes Law Corporation shall be
at the cost of the Acquirer.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14.6                      Applicable
Law.   This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Nevada, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.

    


    14.7                      Further
Assurances.   The Parties hereto hereby, jointly and
severally, covenant and agree to forthwith, upon request, execute and deliver,
or cause to be executed and delivered, such further and other deeds, documents,
assurances and instructions as may be required by the Parties hereto or their
respective counsel in order to carry out the true nature and intent of this
Agreement.

    


    14.8                      Severability
and Construction.   Each Article, section, paragraph, term
and provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and agreement as of the date upon which the ruling becomes
final).

    


    14.9                      Captions.   The
captions, section numbers, Article numbers and Schedule numbers appearing in
this Agreement are inserted for convenience of reference only and shall in no
way define, limit, construe or describe the scope or intent of this Agreement
nor in any way affect this Agreement.

    


    14.10                    Currency.   Unless
otherwise stipulated, all references to money amounts herein shall be in lawful
money of the United States.

    


    14.11                    Counterparts.   This
Agreement may be signed by the Parties hereto in as many counterparts as may be
necessary, and via facsimile if necessary, each of which so signed being deemed
to be an original and such counterparts together constituting one and the same
instrument and, notwithstanding the date of execution, being deemed to bear the
effective Execution Date as set forth on the front page of this
Agreement.

    


    14.12                     No
Partnership or Agency.   The Parties hereto have not
created a partnership and nothing contained in this Agreement shall in any
manner whatsoever constitute any Party the partner, agent or legal
representative of any other Party, nor create any fiduciary relationship between
them for any purpose whatsoever.  No Party shall have any authority to
act for, or to assume any obligations or responsibility on behalf of, any other
party except as may be, from time to time, agreed upon in writing between the
Parties or as otherwise expressly provided.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14.13                     Consents
and Waivers.   No consent or waiver expressed or implied
by either Party hereto in respect of any breach or default by any other Party in
the performance by such other of its obligations hereunder shall:

    


    
      	
               
      

            	
              (a)

            	
              be
      valid unless it is in writing and stated to be a consent or waiver
      pursuant to this section;

            


    

    


    
      	
               
      

            	
              (b)

            	
              be
      relied upon as a consent to or waiver of any other breach or default of
      the same or any other obligation;

            


    

    


    
      	
               
      

            	
              (c)

            	
              constitute
      a general waiver under this Agreement;
or

            


    

    


    
      	
               
      

            	
              (d)

            	
              eliminate
      or modify the need for a specific consent or waiver pursuant to this
      section in any other or subsequent
instance.

            


    

    


    


    IN
WITNESS WHEREOF each of the Parties hereto has hereunto executed this
Agreement as of the Execution Date as set forth on the front page of this
Agreement.

    
      
        	 	 	 
	 	 	 
	 	 	 
	
                AMR PROJECT PERU, S.A.C.

              	
                )

              	 
      
	
                the
      Company herein,

              	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Per: /s/ Antonio Rotundo

              	
                )

              	 
      
	
                Authorized
      Signatory

              	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Antonio Rotundo, Sub. General
      Manager

              	
                )

              	 
      
	
                (print
      name and title)

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                AFFINITY GOLD
      CORP.,

              	
                )

              	 
      
	
                the
      Acquirer herein,

              	
                )

              	 
      
	 
      	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Per: /s/ Corey Sandberg

              	
                )

              	 
      
	
                Authorized
      Signatory

              	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Corey Sandberg, Secretary and
      Director

              	
                )

              	 
      
	
                (print
      name and title)

              	 
      	 
      
	 
      	 
      	 
      


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 
      	 
      	 
      
	
                SIGNED
      and DELIVERED by

              	
                )

              	 
      
	
                ANTONIO ROTUNDO, a
      Vendor

              	
                )

              	 
      
	
                herein,
      in the presence of:

              	
                )

              	 
      
	 
      	
                )

              	 
      
	
                /s/ Michael Distefano

              	
                )

              	 
      
	
                Witness
      Signature

              	
                )

              	
                /s/ Antonio Rotundo

              
	 
      	
                )

              	
                ANTONIO ROTUNDO

              
	
                3 Goodman Cres.

              	
                )

              	 
      
	
                Witness
      Address

              	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Michael Distefano

              	
                )

              	 
      
	
                Witness
      Name and Occupation

              	
                )

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                SIGNED
      and DELIVERED by

              	
                )

              	 
      
	
                MARIO ROTUNDO, a
      Vendor

              	
                )

              	 
      
	
                herein,
      in the presence of:

              	
                )

              	 
      
	 
      	
                )

              	 
      
	
                /s/ Michael Distefano

              	
                )

              	 
      
	
                Witness
      Signature

              	
                )

              	
                /s/ Mario Rotundo

              
	 
      	
                )

              	
                MARIO ROTUNDO

              
	
                3 Goodman Cres.

              	
                )

              	 
      
	
                Witness
      Address

              	
                )

              	 
      
	 
      	
                )

              	 
      
	
                Michael Distefano

              	
                )

              	 
      
	
                Witness
      Name and Occupation

              	
                )

              	 
      


      

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Schedule A

    


    This is Schedule “A” to that certain
Share Exchange Agreement among Affinity Gold Corp., AMR Project Peru, S.A.C. and
the vendor shareholders of AMR Project Peru, S.A.C.

    


    


    Company Stock and
Vendors

    
      
        	 	 	 	 
	 	 	 	 
	 
      	Issued
      Capital:	
                 

              	
                S/.156,250.00
      represented by 156,250 shares of a face value of S/.1.00
    each.

              
	 
      	 	 
      	 
      
	 
      	Paid
      up Capital:	
                 

              	
                S/.156,250.00
      represented by 156,250 shares of a face value of S/.1.00
    each.

              
	 
      	 	 
      	 
      
	 
      	Vendors:	 
      	
                 

              
	 
      	 	
                Antonio
      Rotundo:

              	
                113,156

              
	 
      	 	 
      	
                Av.
      Arenales 335

              
	 
      	 	 
      	
                Cercado,
      Lima, Peru

              
	 
      	 	 
      	 
      
	 
      	 	
                Mario
      Rotundo:

              	
                43,094

              
	 
      	 	 
      	
                Av.
      Arenales 335

              
	 
      	 	 
      	
                Cercado,
      Lima, Peru

              
	 
      	 	 
      	 
      
	
                Company ́s shares to be
      transferred by each Vendor to Acquirer:

              
	 
      	 	 
      	 
      
	 
      	 	
                Antonio
      Rotundo:

              	
                113,155

              
	 
      	 	 
      	
                Av.
      Arenales 335

              
	 
      	 	 
      	
                Cercado,
      Lima, Peru

              
	 
      	 	 
      	 
      
	 
      	 	
                Mario
      Rotundo:

              	
                43,094

              
	 
      	 	 
      	
                Av.
      Arenales 335

              
	 
      	 	 
      	
                Cercado,
      Lima, Peru

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule B

    


    This is Schedule “B” to that certain
Share Exchange Agreement among Affinity Gold Corp., AMR Project Peru, S.A.C. and
the vendor shareholders of AMR Project Peru, S.A.C.

    


    


    Material
Contracts

    


    


    
      	
              1.

            	
              Private
      Contract for Mining Operation between Nestor Enrique Borda and AMR Project
      Peru, S.A.C., dated January 11,
2006

            


    

    


    2.

    


    3.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule C

    


    This is Schedule “C” to that certain
Share Exchange Agreement among Affinity Gold Corp., AMR Project Peru, S.A.C. and
the vendor shareholders of AMR Project Peru, S.A.C.

    


    


    Mining Concession Rights and
Permits

    


    


    


    


    Refer to the attached
materials

    


    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

      

    
      
         

      

      
         

        
          

        

      

      
         

      

    

      


    
      
         

      

      
         

        
          

        

      

      
         

      

        

    

    
      
         

      

      
         

        
          

        

      

      
         

      

        

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

      


    
      
         

      

      
         

        
          

        

      

      
         

      

        

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    Schedule D

    


    This is Schedule “D” to that certain
Share Exchange Agreement among Affinity Gold Corp., AMR Project Peru, S.A.C. and
the vendor shareholders of AMR Project Peru, S.A.C.

    


    


    Encumbrances

    


    None.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule E

    


    This is Schedule “E” to that certain
Share Exchange Agreement among Affinity Gold Corp., AMR Project Peru, S.A.C. and
the vendor shareholders of AMR Project Peru, S.A.C.

    


    


    Pending, Outstanding or
Unresolved Claims or Grievances

    


    None.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Schedule F

    


    This is Schedule “F” to that certain
Share Exchange Agreement among Affinity Gold Corp., AMR Project Peru, S.A.C. and
the vendor shareholders of AMR Project Peru, S.A.C.

    


    


    Banks and Bank
Accounts

    


    Bank:                                BBVA
Banco Continental

    Address:                      Larco
1200, Miraflores, Lima

    Telephone:                                211-5148

     

    Account
in US Dollars No.0100056926

    Account
in Nuevos Soles No. 0100064465