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PURCHASE AND SALE AGREEMENT

FOR UNPATENTED LODE MINING CLAIMS

THIS PURCHASE AND SALE AGREEMENT (Agreement) is made
effective the 9th day of May 2007 (the Effective Date) by and
between BUCKINGHAMEXPLORATION,INC., a Nevada corporation (BEI) whose address is
1978 Vine Street, Suite 502, Vancouver, British Columbia V6K 4A1, and
PIKESPEAKRESOURCESINC., a Canadian limited liability company (PPR) whose
address is suite 880, 609 Granville Street, Vancouver, BC V7Y 1G5. PPR and BEI
are sometimes referred to individually in this Agreement as Party and
collectively as Parties.

RECITALS

PPR is or by closing will be the recorded owner of 29
unpatented lode mining claims located in Sections 25, 30 and 31, T. 15 S., R 71
W. of the 6th P.M., Teller County, Colorado, which are more
particularly described in Exhibit A which is attached hereto and incorporated
herein by this reference (the Claims); and

PPR wishes to sell the Claims to BEI, and BEI wishes to
purchase the Claims, on the terms and subject to the conditions set forth in
this Agreement.

THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and adequacy of
which are acknowledged by PPR and BEI, the Parties have set forth below the
terms and conditions for the sale and purchase of the Claims.

|A. | Purchase Price.The purchase price for the Claims
      is deemed (a) ONE MILLION UNITED STATES DOLLARS to be paid at Closing by
      PPR in the form of (i) FIVE HUNDRED THOUSAND DOLLARS (US$) in good funds,
      (ii) FIVE MILLION shares of the common stock of BEI, and (b) a Net Returns
      Royalty of TWO percent of the proceeds of minerals mined and sold from the
      Claims by BEI (the Royalty). The definition and the manner of
      calculation of the Royalty is more fully set forth in the text of Exhibit
      B, a Quitclaim Deed and Royalty Agreement which is attached hereto and
      incorporated herein by this reference.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|B. | Closing.At a closing to be held in Denver,
      Colorado, or at any other place the Parties may otherwise mutually agree
      in writing, at a time and place to be agreed by the Parties, (the
      Closing), the Parties shall each deliver to the other the following
      payments and documents:                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| | (a) | A Quitclaim Deed and Royalty Agreement substantially in
      the form of Exhibit B by which PPR will (i) transfer all of its right,
      title and interest in the Claims to BEI, and (ii) reserve the Royalty to
      itself.                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                
| | (b) | Such information and documents as PPR has in its
      possession or control regarding the ownership and geology of the Claims
      and the results of any maintenance or other activities PPR or its
      affiliates have performed on the Claims, if any.                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                
| | (c) | A certificate of PPR as to compliance by PPR and person
      who located the Claims with applicable Bureau of Land Management, State of
      Colorado and Teller County filing and or recording obligations regarding
      the Claims, assuming correctness of the legal description and excluding
      any survey thereof.

|C. | Condition to Closing.                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------
|   |                                                                                                           
|   | PPR shall have good and marketable title to the Claims
      proven to the reasonable satisfaction of BEI.
|   |                                                                                                           
|   | 1.                                                                                                        
|   |                                                                                                           
|   | 2.                                                                                                        
|   |                                                                                                           
|D. | Representations of the Parties.                                                                           
|   |                                                                                                           
|   | 1.                                                                                                        
|   |                                                                                                           
|   | 2.                                                                                                        
|   |                                                                                                           
|   | 3.                                                                                                        

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| |    | subsidiary and the direct owner of the Claims, Pikes Peak
      Energy LLC, has the lawful right to conduct business in the State of
      Colorado, and that the person signing on behalf of PPR has the authority
      to bind PPR to the terms and conditions of this Agreement.                                                                                                                                                                                                                                                                                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | PPR is purchasing the Shares for its own account for
      investment purposes and not with a view towards distribution and has no
      present arrangement or intention to sell the Shares.                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | PPR acknowledge and agrees that the Shares are
      restricted securities as defined by Rule 144 of the U.S. Securities and
      Exchange Commission and have not been registered under the Securities Act
      of 1933 as amended and may not be offered or sold in the United States or
      to U.S. Persons unless registered under the Act or an exemption from the
      registration requirements of the Act is available to the reasonable
      satisfaction of BEI.                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | PPR has carefully reviewed BEIs filings with the
      Securities and Exchange Commission, including the most recently filed Form
      10KSB and 10QSB reports. PPR has also had the opportunity to ask and
      receive answers to any and all questions PPR had with respect to BEI, its
      business, management and current financial condition;                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 7. | PPR is either an accredited investor as defined by
      Regulation D or is a sophisticated investor, close friend or business
      associate of the control persons of BEI. PPR represents that it has such
      knowledge and expertise in financial and business matters that PPR is
      capable of evaluating the merits and risks involved in an investment in
      the Shares and acknowledges that an investment in the Shares entails a
      number of very significant risks and PPR is able to withstand the
      potential total loss of its investment.

|E. | Option to Purchase Royalty.BEI has the right to
      acquire the Royalty from PPR or any subsequent transferee thereof at any
      time after closing upon SIXTY days notice and the payment of ONE MILLION
      UNITED STATES DOLLARS as adjusted. Option Payments shall be adjusted
      upwards and downwards, as the case may be, on their respective due dates.
      Adjustments shall be by the same percentage as the percentage change, if
      any, in the United States Department of Labor, All Items (the CPI),
      published by the BLS for the most recent month immediately preceding a
      payment date for which a preliminary figure is then available using as a
      base the final figure (or preliminary figure if the final figure is not
      yet available) for December 2006. Within THIRTY days following BLS
      publication of the final figure for the most recent month prior to a
      payment date, the applicable purchase price shall be adjusted upwards or
      downwards as described above, but utilizing the final figures and, if
      different, then the difference shall be promptly paid to or refunded, as
      the case may be. The Quitclaim Deed and Royalty Agreement shall be
      recorded in the Clerk and Recorder office of the Teller County, Colorado
      and in any other notice or public filling regarding ownership of the
      Claims.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|F. | Taxes.At the request of PPR at any time following
      Closing up to one year from Closing, BEI must, within THIRTY days
      following the request, buy-back from PPR at market value a number of
      shares of BEI equivalent to the taxes payable by PPR to the State of
      Colorado and or the U.S. government up to a maximum of ONE HUNDRED
      FIFTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|   | THOUSAND UNITED STATES DOLLARS in regard to the FIVE
      MILLION shares of BEI paid to PPR as partial consideration for the
      Claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|G. | Abandonment of Claims.It is the intent of the
      Parties to grant BEI the option to repurchase the Claims for TEN THOUSAND
      UNITED STATES DOLLARS before the maintenance payments have to be made to
      prevent the BLM from declaring the Claims deemed abandoned and forfeited
      for failure to pay the BLMs required annual maintenance fee. Therefore,
      in the event of BEI intends to abandon the Claims, BEI will notify PPR in
      writing at least SIXTY days before any mining claim maintenance fee
      payments must be made to the BLM to keep the Claims in good standing, and
      PPR will have the right to purchase all of BEIs right, title and interest
      in the Claims for a payment of US$10,000.00, such payment to be made on or
      before the due date for the maintenance fees.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|H. | Miscellaneous.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|8. | Notice.All notices required or permitted in this
      Agreement, in order to be effective, must be delivered in person or mailed
      by certified mail, return receipt requested, and correctly
    addressed:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If to PPR:                            | If to BEI:                  
| | ------------------------------------- | ----------------------------
| |                                       |                             
| | PIKES
      PEAK RESOURCES INC.       | BUCKINGHAM EXPLORATION, INC.
| | Suite 880,
      609 Granville Street | 1978 Vine Street, Suite 502 
| | Vancouver,
      BC V7Y 1G5           | Vancouver, BC V6K 4S1       
| | Canada                                | Canada                      

|   | Notices given in person will be effective upon actual
      receipt and notices sent by certified mail will be deemed effective on the
      10thday following the date upon which it is deposited in the
      mail.                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                    
|9. | Counterparts.This Agreement may be executed in
      any number of counterparts and by different parties in separate
      counterparts. Each counterpart when so executed shall be deemed to be an
      original and all counterparts together shall constitute one and the same
      agreement.

IN WITNESS WHEREOF, the Parties have caused the
signatures of their authorized representatives to be set forth below:

|Buckingham Exploration, Inc.   | Pikes Peak Resources Inc.
|------------------------------ | -------------------------
|                               |                          
|/s/C.
      Robin
      Relph  | /s/Mark
      Orsmond    
|By: C.
      Robin
      Relph | By: Mark
      Orsmond   
|Its
        President          | Its
        President    

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EXHIBIT A

To thePurchase and Sale Agreement Between Pikes Peak
Resources Inc. and Buckingham Exploration, Inc. dated effective May
9, 2007.

PROPERTY

|Teller County, Colorado | Unpatented Mining Claims
|----------------------- | ------------------------

Name of Claim
    Reception No.
    Twp/Rg/Sec.
    BLM Serial No.1.
    MC # 1
    587903
    15S 71 W 25
    CMC 2563452.
    MC # 2
    587904
                                                             
    CMC 2563463.
    MC # 3
    587905
                                                             
    CMC 2563474.
    MC # 4
    587906
                                                             
    CMC 2563485.
    MC # 5
    587907
                                                             
    CMC 2563496.
    MC # 6
    587908
                                                             
    CMC 2563507.
    MC # 6A
    591475
                                                             
    CMC 2590498.
    MC # 7
    589633
                                                             
    CMC 2567099.
    MC # 8
    604369
    15S 71 W 3110.
    MC # 9
    604370
                                                             11.
    MC # 10
    604371
                                                             12.
    MC # 11
    604372
                                                             13.
    MC # 12
    604373
                                                             14.
    MC # 13
    604374
                                                             15.
    MC # 14
    604375
                                                             16.
    MC # 15
    604376
                                                             17.
    MC # 16
    604377
                                                             18.
    MC #17
    604378
                                                             19.
    MC # 18
    604379
                                                             20.
    MC # 19
    604380
    15S 71 W 3021.
    MC # 20
    604381
                                                             22.
    MC # 21
    604382
                                                             23.
    MC # 22
    604383
                                                             24.
    MC # 23
    604384
                                                             25.
    MC # 24
    604385
                                                             26.
    MC # 25
    604386
                                                             27.
    MC # 26
    604387
                                                             28.
    MC # 27
    604388
                                                             29.
    MC # 28
    604389
                                                             


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EXHIBIT B

To the Purchase and Sale Agreement Between Pikes Peak
Resources Inc. and Buckingham Exploration, Inc. dated effective May
9, 2007.

QUITCLAIM DEED AND ROYALTY AGREEMENT

THIS QUIT CLAIM DEED AND ROYALTY AGREEMENT (this Agreement)
is made effective as of ______________ between PPR, a _______________
corporation, whose address is ___________________________ (hereinafter referred
to as PPR), and GRANTEE, a ________________ corporation, whose
address is ____________________, (hereinafter referred to as Grantee).

WITNESSETH:

For and in consideration of good and valuable consideration,
the receipt and sufficiency of which are acknowledged by the Parties, the
Parties agree as follows:

1.        PPR does by these
presents hereby remise, release and forever quitclaim unto Grantee, and to its
successors and permitted assigns, forever, all right, title, estate and interest
of PPR in and to all those certain unpatented mining claims described in Exhibit
A attached hereto and by this reference made a part hereof (Property), subject
to the agreement and reservation of production royalties set forth below.

2.        PPR hereby
reserves unto itself, its successors and assigns forever, and Grantee agrees to
pay to PPR, a perpetual production royalty of TWO percent of Net Returns
Production Royalty from the sale or other disposition of Subject Minerals
produced and sold from the Property (hereafter, the Production Royalty),
determined in accordance with the provisions set forth in this Section 1:

a.     
  Definitions. The following terms when initially capitalized
will have the definitions used in this Section 1a.:

(1)        Sales Price has the definition
contained in Paragraph 3 of this Agreement.

(2)        Allowable Deductions has the
definition contained in Paragraph 3 of this Agreement.

(3)        Net Returns means an amount
determined by subtracting Allowable Deductions from the Sale Price.

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(4)        Subject Minerals means minerals
and materials of every kind and character whatsoever, and all deposits of all
such materials and minerals, in, upon and under the Property. Subject Minerals
does not include any oil, gas, associated liquid hydrocarbons or coal, but does
include, without limit, all uranium, vanadium, and other fissionable source
materials.

(5)        Yellowcake means U308
concentrate, any chemical compound from which U308 concentrate can be derived,
or equivalent pounds of U308 in a pregnant solution (Equivalent Pounds).

b.       
Computation of Production Royalty. When Subject Minerals are mined from
the Property and sold by Grantee, Grantee will calculate the Production Royalty
due PPR as follows: (i) The Sales Price shall be determined as set forth in
Paragraph 3 of this Agreement, (ii) Allowable Deductions will be calculated and
subtracted from the Sales Price to determine Net Returns, and (ii) Net Returns
will be multiplied by TWO percent to determine the PPRs Production Royalty.

c.       
FOR EXAMPLE

Assume a Sale Price of Yellowcake
    $
    100,000Assume Allowable Deductions of:
    
    10,000Net Return from the sale then equals
    
    90,000Production Royalty of 2% equals
    
    1,800


d.       
Sales Price. Sales Price has the following meanings with regard to
particular types of Subject Minerals:

(1)        When Yellowcake is produced by an
in situ or heap leaching process, then the Sales Price shall be the actual
proceeds received by Grantee from the of the Yellowcake. If product is not sold
as Yellowcake, but rather a pregnant solution is provided to a purchaser, the
Sales Price shall be established by determining the number of Equivalent Pounds
of Yellowcake contained in the pregnant solution. The number of Equivalent
Pounds shall be determined in accordance with Standard analytical procedures in
the uranium processing industry. If more than on of Yellowcake is made during
any calendar quarter, then, for the purpose of calculating Production Royalty,
the average price received by Grantee from such sales shall be deemed to be the
Sales Price for that quarter.

(a)        If after milling or beneficiation,
Yellowcake is delivered for further processing to a smelter or other processing
facility owned or controlled by Grantee, or which processes the concentrate for
Grantee on a toll basis, the concentrate shall be deemed sold, for royalty
purposes, when it is delivered to the smelter or facility. In such event,
Grantee will be deemed to have received, as the Sale Price for the Yellowcake, a
sum equal to the fair market value thereof, as determined by TradeTech, LLCs
Long Term Price at the time it was delivered for further processing, less
deductions for Allowable Deductions. In the event that TradeTech, LLCs Long
Term Price no longer exists, the PPR shall be paid upon another, similar price
indicator that is also widely recognized and accepted by the uranium industry.

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(b)        With respect to uranium bearing
material, all weights for purposes of the Agreement will be dry weights for the
average price per pound of Yellowcake received by Grantee from the sales of
Yellowcake during the calendar quarter during which the Yellowcake is removed
from the Property for processing or beneficiating.

(2)        In all other cases, Sales Price
means the net proceeds actually paid to Grantee, or finally credited to Grantee
in exchange for Subject Minerals. That is, for ores mined by Grantee form the
Property that are not processed or beneficiated for the recovery of uranium, but
are milled for the recovery of contained base or precious metals, then the
value, for purposes of calculating Production Royalty, will be deemed to be the
net purchase received by Grantee from the smelter or other purchaser, for the
concentrate, after the deduction of Allowable Deductions.

e.        Allowable
Deductions. For Yellowcake, Allowable Deductions shall mean transportation
costs to the point of sale and deductions made by the purchaser for sampling,
assaying, penalties and treatment, plus other deductions as more specifically
described in item numbers 3(a) through 3(b) below.

f.        For ores that are not
Uranium-bearing, Allowable Deductions shall mean and include all costs,
expenses and charges of any nature whatsoever that are either paid or incurred
by Grantee for or in connection with mineral concentration, treatment, smelting,
refining or other beneficiation processes or procedures (whether or not
currently know) which are undertaken off of the Property including, without
limitation, costs or expenses paid or incurred for or in connection with
penalties or other processor deductions or for sampling and assaying fees
charged by an umpired,

(3)        all costs, expenses and charges of
any nature whatsoever that are either paid or incurred by Grantee for or in
connection with the transportation of Subject Minerals away from the Property
(f.o.b. the Property and including shipping, freight, transaction taxes,
handling, port, demurrage, security, delay and forwarding expenses) to a mill,
smelter, refinery or other place or places of treatment, storage or sale;

(4)        all costs, expenses and charges of
any nature whatsoever that are either paid or incurred by Grantee for or in
connection with insurance, storage, representation at a refinery, consignment
sale or sales brokerage costs or fees, or tolling or reining charges or
fees,

(5)        all sales, use, severance, net
proceeds of mine, excise and any other taxes except income tax which is paid or
incurred by Grantee and which is levied on, measured by or applicable to mineral
production, and (5) any production royalties, production taxes, severance taxes
and sales, privilege and other taxes paid to the United States that are measured
by or based upon production or the value of Subject Minerals produced from the
Property.

g.        Treatment and
Sale. Grantee shall have the right (but not the obligation) to concentrate,
mill, smelt, refine, upgrade or otherwise process or beneficiate Subject
Minerals mined from the Property, at locations on or off the Property. In the
event that Subject Minerals are concentrated or milled, smelted, refined,
upgraded or otherwise processed or beneficiated in facilities owned or
controlled by Grantee, then Allowable Deductions shall not exceed Allowable
Deductions that would have been paid or

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incurred by Grantee if the facilities
were owned or controlled by an independent party. No Production Royalty shall be
payable to PPR for or with respect to reasonable quantities of Subject Minerals
that are not sold by Grantee but are used by Grantee for assaying, treatment
amenability, metallurgical or other analytical processes or procedures.

h.        Commingling.
Grantee shall have the right to mix or commingle, at any location and either
underground or at the surface, any Subject Minerals mined from the Property with
any ores, metals, minerals, or mineral products mined from other lands, provided
that Grantee shall determine the weight or volume of, sample and analyze all
such Subject Minerals, ores, metals, minerals and mineral products before they
are mixed or commingled. Any such determination of weight or volume, sampling
and analysis shall be made in accordance with sound and generally accepted
sampling and analytic practices and procedures. The weight or volume and the
analysis so derived shall be used as the basis of allocation of Royalties
payable to PPR in accordance with this Agreement in the event of a sale by
Grantee of any materials so mixed or commingled.

i.        Statements and
Payments. Each Royalty payment shall be made by wire transfer to an account
for the credit of PPR at a bank designated by PPR in Paragraph 4 of this
Agreement or a single check made payable to a person designated in writing by
PPR as the payee for purposes of payments due to PPR under this Agreement. Each
payment shall be made by Grantees check mailed or delivered as above within
THIRTY days after the calendar quarter in which Grantee receives payment of the
purchase price for ores, leachates, solutions or concentrates sold by it and for
which the Royalty is payable according to this Agreement. If above, the Royalty
shall be paid within THIRTY days after the calendar quarter during which the
further processing occurs. Each such payment shall be accompanied by an itemized
statement setting forth all facts and figures weights, analyses and values of
all ores, concentrates, Subject Minerals, and metals produced form the Property
during the Period for which payment is made in order to verify the accuracy of
the amount of the payment. Notwithstanding anything to the contrary in this
Agreement, Grantee shall not be in default for failing to make any payment to
PPR in timely fashion if PPR fails or refuse to give Grantee written notice
designating a bank account or a person to be the payee named on each and every
check to be either wired or sent to PPR.

All
statements provided to PPR by Grantee shall be conclusively presumed to be true
and correct after SIXTY days from the end of the period to which such statement
applies unless within the SIXTY day period PPR submits to Grantee a written
exception and claims that Grantee makes adjustment. Failure on the part of PPR
to make a claim against Grantee for an adjustment in the subject period shall
establish the correctness and preclude the filing of later favorable to Grantee
shall be made unless they are made within the prescribed SIXTY day period or
unless in connection with a claim made by PPR.

j.        Audit. As
stated above in Paragraph 8 of this Agreement, PPR shall have a period of SIXTY
days after PPRs receipt of each statement to give Grantee notice of any
objection. If PPR fails to object to a particular statement within SIXTY days
after PPR receipt thereof then, subject only to the provisions in Paragraph 10
(Adjustments)

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of this Agreement, the accuracy of such
statement and the amount of any payment transmitted therewith shall be
conclusive with respect to PPR. If PPR objects to the accuracy of a particular
statement or the amount of the payment transmitted thereby within SIXTY days
after the statement is received by PPR, a certified public accountant mutually
acceptable to the parties and retained by PPR may promptly audit Grantees
relevant books and records at an office selected by Grantee during Grantees
normal business hours. Any such audit shall be made at the sole expense of PPR
if the audit determines that they payment in question was accurate to within
three percent (3%). Any such audit shall be made at the sole expense of Grantee
if the audit determines that the payment in question was inaccurate by more than
three percent (3%). In any case, the payment in question shall be adjusted to
reflect the results of the audit.

k.        Adjustments.
The amounts of any charges, costs or expenses or any adjustments which are
actually made and given to Grantee by a purchaser, shipper, processor or other
creditor that were not taken into account in a statement to PPR which
accompanied a preceding Production Royalty payment shall be taken into account
in determining that amount of the next Production Royalty payment, but no such
charges or adjustments shall otherwise affect the conclusiveness of preceding
statements or payments.

3.        In the event
Grantee intends to abandon the Property or any portion thereof, it shall first
give to PPR SIXTY days advance written notice of such intention and in such
written notice shall offer to convey the Property to PPR by quitclaim deed at no
cost to PPR. Provided, however, that if Grantees notice of abandonment is
delivered to PPR after July 1st of any year, Grantee shall be
obligated to perform the annual assessment work or pay the annual maintenance
fees required to keep the unpatented claims comprising the Property in good
standing for the next assessment year. During the SIXTY day period beginning on
the date of PPRs receipt of notice, PPR will have the right, but not the
obligation, to accept the offer of reconveyance. PPR will indicate its
acceptance by giving written notice thereof to Grantee. If PPR exercises its
right to accept the reconveyance of the Property, Grantee will promptly execute
and deliver to PPR a deed conveying to PPR all of Grantees right, title, estate
and interest in the Property, with a warranty that the Property is free and
clear of any lien or encumbrance created by Grantee or arising from Grantees
activities on the Property. If PPR fails to give notice of its acceptance of the
offer of reconveyance within the SIXTY day period described above, Grantee shall
have no obligation to convey the Property to PPR. Together with Grantees notice
of abandonment of the Property or a portion thereof, Grantee shall furnish to
PPR a copy of all drilling logs, sample and drill-hole locations, maps and other
noninterpretive factual data which Grantee has developed in connection with
exploration and development of the Property to be abandoned.

B-5 of 6

/s/ R.R        /s/
M.O

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IN WITNESS WHEREOF, the Parties have caused the signatures of
their authorized representatives to be set forth below:

|______________________________, Inc. | ______________________________, Inc.
|------------------------------------ | ------------------------------------
|                                     |                                     
|By:                                  | By:                                 
|                                     |                                     
|Name:                                | Name:                               
|                                     |                                     
|Title:                               | Title:                              

STATE OF
______________________)                                                                                     
ss. COUNTY OF ____________________)

The foregoing instrument was acknowledged before me this ______
day of ___________, 2007, By ______________________________________.

Witness my hand and official seal.

|My commission expires _____________ |              
|----------------------------------- | -------------
|                                    | Notary Public
|_______________________________.    |              

STATE OF
______________________)                                                                                     
ss. COUNTY OF ____________________)

The foregoing instrument was acknowledged before me this ______
day of ___________, 2007, By ______________________________________.

Witness my hand and official seal.

|My commission expires _____________ |              
|----------------------------------- | -------------
|                                    | Notary Public
|_______________________________.    |              

B-6 of 6

/s/ R.R        /s/
M.O

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