Filed by sedaredgar.com - Razor Resources Inc. - Exhibit 10.5






STOCK EXCHANGE AGREEMENT

Among

RAZOR RESOURCES INC. 

and

COMPANIA MINERA CERROS DEL SUR, S.A.

and 

THE SHAREHOLDER OF COMPANIA MINERA CERROS DEL SUR
S.A.

Dated ___________, 2010




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TABLE OF CONTENTS

	Articles
  



	  	  	  	Page 
	  	  	  	  
	ARTICLE I 	THE EXCHANGE 	  
	  	  	  	  
	  	1.01 	     The Exchange 	6 
	  	1.02 	     Effective Time 	6 
	  	1.03 	     Closing 	6 
	  	1.04 	     Directors and Officers of Cerros Del Sur 	6 
	  	1.05 	     Effects of the Exchange 	7
	  	  	  	  
	ARTICLE II 	REPRESENTATIONS, COVENANTS, AND WARRANTIES OF CERROS DEL SUR 	
	  	  	  	  
	  	2.01 	Organization and Qualification 	 7 
	  	2.02 	Capital Stock 	 7 
	  	2.03 	Authority Relative to this Agreement 	 8 
	  	2.04 	Approvals and Consents 	 8 
	  	2.05 	Financial Statements 	 9 
	  	2.06 	Absence of Certain Changes or Events 	10 
	  	2.07 	Absence of Undisclosed Liabilities 	11 
	  	2.08 	Legal Proceedings 	11 
	  	2.09 	Information Supplied 	11 
	  	2.10 	Compliance with Laws and Regulations 	11 
	  	2.11 	Compliance with Agreements 	12 
	  	2.12 	Tax Matters 	12 
	  	2.13 	Environmental Matters 	14 
	  	2.14 	Employee benefit Plans 	15 
	  	2.15 	Patent, Trademarks 	15 
	  	2.16 	Insurance 	16 
	  	2.17 	Labor Relations 	16 
	  	2.18 	Tangible Property & Assets 	16 
	  	2.19 	Shareholder Vote Required 	16 
	  	2.20 	Brokers 	16 
	  	2.21 	Agreements no to Compete 	16
	  	2.22 	Board Approval 	16
	  	2.23 	Material Transactions or Affiliations 	16
	  	2.24 	Cerros Del Sur Schedules 	17 








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	Articles 	  	  	Page 
	ARTICLE III  	REPRESENTATIONS, COVENANTS AND WARRANTIES OF
      CERROS DEL SUR SHAREHOLDERS 	  
	 	  	  	  
	 	3.01 	Ownership of Cerros Del Sur Shares 	18
	 	3.02 	Knowledge of Representations
      	19
	 	  	  	  
	ARTICLE IV  	REPRESENTATIONS, COVENANTS, AND WARRANTIES
      OF RAZOR RESOURCES INC. 	  
	 	  	  	  
	 	4.01 	Organization 	20 
	 	4.02 	Capitalization 	20 
	 	4.03 	Subsidiaries 	20
	 	4.04 	Financial Statements 	21 
	 	4.05 	Information 	22 
	 	4.06 	Options and Warrants 	22 
	 	4.07 	Absence of Certain Changes
      or Events 	22 
	 	4.08 	Title and Related Matters 	23 
	 	4.09 	Litigation and Proceedings
      	23 
	 	4.10 	Contracts 	23 
	 	4.11 	No Conflict With Other Instruments
      	23
	 	4.12 	Governmental Authorizations 	23
	 	4.13 	Compliance With Laws and Regulations
      	24 
	 	4.14 	Insurance 	24 
	 	4.15 	Approval of Agreement 	24 
	 	4.16 	Material Transactions or Affiliations 	24 
	 	4.17 	Employment Matters 	24
	 	  	  	  
	 	  	  	  
	ARTICLE V 	PLAN OF EXCHANGE 	  
	 	  	  	  
	 	5.01 	The Exchange 	25 
	 	5.02	Closing 	25 
	 	5.03	Closing Events 	25 
	 	  	  	  
	ARTICLE VI 	SPECIAL COVENANTS 	  
	 	  	  	  
	 	6.01 	Access to Properties and Records 	26 
	 	6.02 	Delivery of Books and Records
      	26 
		6.03 	Special Covenants and Representations Regarding
      the Exchanged Stock 	26 
	 	6.04 	Third Party Consents and Certificates
      	26 
	 	6.05 	Sales Under Rules 144 	26 
	 	6.06 	Indemnification 	27 







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	  	6.07 	Covenants Regarding Certain CERROS Assets 	27
	  	6.08 	Board Observation Rights 	28 
	  	  	  	  
	  	  	  	  
	ARTICLE VII 	CONDITIONS 	  
	  	  	  	  
		7.01 	Conditions to each Party’s Obligation to Effect The
      Exchange 	28 
		7.02 	Conditions to Obligation of RAZOR RESOURCES INC. to Effect
      The Exchange 	29 
		7.03 	Conditions to Obligation of Cerros Del Sur to Effect The
      Exchange 	30 
	  	7.04 	Covenants of Razor Resources Subsequent to Closing 	31 
	  	  	  	  
	  	  	  	  
	ARTICLE VIII 	TERMINATION; DEFAULT 	  
	  	  	  	  
	  	8.01 	   Termination 	32 
	  	8.02 	   Subsequent Default 	33 
	  	  	  	  
	ARTICLE IX 	MISCELLANEOUS 	  
	  	  	  	  
	  	9.01 	Brokers 	33 
	  	9.02 	Governing Law 	33 
	  	9.03 	Notices 	33 
	  	9.04 	Attorneys' Fees 	34 
	  	9.05 	Schedules; Knowledge 	34 
	  	9.06 	Third Party Beneficiaries 	34 
	  	9.07 	Entire Agreement 	34 
	  	9.08 	Survival; Termination 	34 
	  	9.09 	Counterparts 	34
	  	9.10 	Amendment or Waiver 	34
	  	9.11 	Arbitration 	35 







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STOCK EXCHANGE AGREEMENT

     THIS STOCK EXCHANGE AGREEMENT
(hereinafter referred to as this "Agreement"), is entered into as of this ___
day of _________ , 2010 by and among RAZOR RESOURCES INC., a Nevada corporation
(hereinafter referred to as " RAZOR RESOURCES INC."); Compania Minera Cerros del
Sur S.A., a Honduran company (hereinafter referred to as “CERROS DEL SUR”), and
the sole Shareholder of CERROS DEL SUR, Mayan Gold, Inc., a Nevada corporation
(hereinafter referred to as “MAYAN” or the "Shareholder"), upon the following
premises:

Premises

     This Agreement provides for the
acquisition by RAZOR RESOURCES INC. of all of the common shares of CERROS DEL
SUR owned by the Shareholder, which constitute 99% of the issued and outstanding
shares of common stock of CERROS DEL SUR, solely in exchange for shares of
common stock of RAZOR RESOURCES INC. (the “Exchange”).

     Pursuant to the terms of the
Agreement, as hereinafter set forth, among other things, 99% of the outstanding
and reserved securities (common and preferred stock) of CERROS DEL SUR will be
exchanged for shares of RAZOR RESOURCES INC. common stock, which will be issued
to the shareholders of MAYAN, which is the sole shareholder of CERROS DEL SUR,
in reliance on applicable exemptions from the registration requirements of the
Securities Act and Applicable Blue Sky laws, as hereinafter described.

     The Boards of Directors of RAZOR
RESOURCES INC., MAYAN and CERROS DEL SUR have each determined that it is
advisable and in the best interests of their respective stockholders to
consummate, and have approved, the business combination transaction provided for
herein in which CERROS DEL SUR will become a wholly owned subsidiary of RAZOR
RESOURCES INC. and the MAYAN shareholders will hold RAZOR RESOURCES INC. shares
of common stock.

Agreement

     NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived
therefrom, it is hereby agreed as follows:




Page | 6

ARTICLE I

THE EXCHANGE

     Section 1.01 The Exchange.
At the Effective Time (as defined in Section 1.02), upon the terms and
subject to the conditions of the Agreement, RAZOR RESOURCES INC. shall acquire
99% of the issued and outstanding common of CERROS DEL SUR from MAYAN for and in
consideration of the issuance to the shareholders of MAYAN of 35,500,000 shares
of RAZOR RESOURCES INC. common stock. As a result of the Exchange, CERROS DEL
SUR shall become a wholly owned subsidiary of RAZOR RESOURCES INC.

     Section 1.02 Effective
Time. At the Closing (as defined in Section 1.03), 35,500,000 shares of
RAZOR RESOURCES INC. common stock (“Exchange Stock”) shall be delivered to the
shareholders of MAYAN and the Shareholder shall deliver to RAZOR RESOURCES INC.
all of the common shares of CERROS DEL SUR owned by the Shareholder, which shall
constitute 99% of the issued and outstanding common stock of CERROS DEL SUR. The
Exchange shall become effective at the time of the exchange of shares (the date
and time of such exchange being referred to herein as the “Effective Time”).

     Section 1.03 Closing.
The closing of the Exchange (the “Closing”) will take place at the
principal executive offices of MAYAN at 7881 W. Charleston, Las Vegas, NV 89117
, or at such other place as the parties hereto mutually agree, on a date and at
a time to be specified by the parties, which shall in no event be later than
10:00 a.m., local time, on the next day following satisfaction of the of all of
the conditions Article VII, except Section 7.04, or, if permissible, waived in
accordance with this Agreement, or on such other date as the parties hereto
mutually agree (the “Closing Date”). At the Closing there shall be delivered to
RAZOR RESOURCES INC. and the shareholders of MAYAN the certificates and other
documents and instruments required to be delivered under Article VI.

     Section 1.04 Directors and
  Officers of CERROS DEL SUR. The directors of RAZOR RESOURCES INC. immediately
  prior to the Effective Time, or such other individuals as the directors shall
  designate, shall, from and after the Effective Time, be the directors of CERROS
  DEL SUR and such directors shall appoint the officers of RAZOR RESOURCES INC.
  immediately prior to the Effective Time, or such other individuals as the directors
  shall designate, to be the officers of CERROS DEL SUR. The newly appointed directors
  and officers of CERROS DEL SUR shall serve until their successors shall have
  been duly elected or appointed and qualified or until their earlier death, resignation,
  or removal in accordance with the CERROS DEL SUR “Libro de Actas”.
  RAZOR RESOURCES INC. shall provide all needed information of the person or persons
  who will serve in any capacity within CERROS DEL SUR. This information includes
  the full legal name, date of birth, profession, passport and copies of all pages
  of the current passport for each such individual, marital status, residence
  including a current address, citizenship, title with the company, date and place
  of Board of Director meeting that authorized said person to represent RAZOR
  RESOURCES INC. in Honduras and any limitations to such representation or power.
  CERROS DEL SUR will prepare the needed authorization to be notarized and filed
  in Honduras when such persons are present in Honduras as well as the preliminary
  document that such person will need to have notarized with an apostille in their
  own country. Such authorization will need to be certified by the nearest Honduran
  embassy in order to be accepted and registered in Honduras.




Page | 7

     Section 1.05 Effects of the
Exchange. Subject to the foregoing, the effects of the Exchange shall be
as provided in the applicable provisions of the laws of Honduras. 

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF CERROS DEL SUR

     As an inducement to, and to
obtain the reliance of RAZOR RESOURCES INC., CERROS DEL SUR and the CERROS DEL
SUR Shareholders represent and warrant as follows:

     Section 2.01 Organization
and Qualification. CERROS DEL SUR is a Sociedad Anonima duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation, Honduras, and has the full corporate power and authority to
conduct its business as and to the extent now conducted and to own, use, and
lease its assets and properties, except for such failures to have such corporate
power and authority which, individually or in the aggregate, are not having and
could not be reasonably expected to have a Material Adverse Effect (as defined
in this section 2.01) on CERROS DEL SUR taken as a whole. CERROS DEL SUR is duly
qualified, licensed, or admitted to do business and is in good standing in each
jurisdiction in which the ownership, use, or leasing of its assets and
properties, or the conduct or nature of its businesses, makes such
qualification, licensing or admission necessary, except where such failures to
be so qualified, licensed, or admitted and in good standing which, individually
or in the aggregate, are not having and could not be reasonably expected to have
a Material Adverse Effect on CERROS DEL SUR taken as a whole. As used in this
Agreement, a “Material Adverse Effect” shall mean a material adverse effect on
the businesses, properties, assets, liabilities, condition (financial or
otherwise), or results of operations of an entity (or group of entities taken as
a whole).

     Notwithstanding the forgoing, a
Material Adverse Effect shall not include any change in political or economic
matters of general applicability. Schedule 2.01 hereto sets forth the name and
jurisdiction of formation of CERROS DEL SUR and each jurisdiction in which
CERROS DEL SUR is qualified, licensed, or admitted to do business. Except as
disclosed in Schedule 2.01 hereto, CERROS DEL SUR does not directly or
indirectly own any equity or similar interest in, or any interest convertible
into or exchangeable or exercisable for, any equity or similar interest in, any
corporation, partnership, joint venture or other business association or
entity.

     Section 2.02 Capital
Stock.

     (i) The
  authorized capital stock of CERROS DEL SUR consists solely of 200,000 shares
  of Stock at a stated value of 100 lempiras each. As of December 31, 2009, 200,000
  shares of Stock were issued and outstanding. There has been no change in the
  number of issued and outstanding shares of CERROS DEL SUR Common Stock since
  such date. 99% of the issued and outstanding shares of common stock are owned
  by the Shareholder.




Page | 8

 All of the issued and outstanding shares
  of CERROS DEL SUR common stock are, duly authorized, validly issued, fully paid,
  and nonassessable. Except pursuant to this Agreement and except as set forth
  in Schedule 2.02, there are no outstanding subscriptions, options, warrants,
  rights (including “phantom” stock rights), preemptive rights or other
  contracts, commitments, understandings or arrangements, including any right
  of conversion or exchange under any outstanding security, instrument or agreement
  (collectively, “Options”), obligating CERROS DEL SUR to issue or sell
  any shares of capital stock of CERROS DEL SUR or to grant, extend or enter into
  any option with respect thereto. 

     (ii)
There are no outstanding contractual obligations of CERROS DEL SUR to
repurchase, redeem, or otherwise acquire any shares of CERROS DEL SUR common
stock to provide funds to, or make any investment (in the form of a loan,
capital contribution or otherwise) in, any subsidiary or any other person.

     Section 2.03 Authority
Relative to this Agreement. CERROS DEL SUR has full corporate power and
authority to enter into this Agreement and, subject to obtaining the CERROS DEL
SUR Shareholder’s approval, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery, and
performance of this Agreement by CERROS DEL SUR and the consummation by CERROS
DEL SUR of the transactions contemplated hereby have been duly and validly
approved by the Administrative Council and directed that this Agreement be
submitted to the Shareholder for its consideration, and no other proceedings on
the part of CERROS DEL SUR or its Shareholder are necessary to authorize the
execution, delivery and performance of the Agreement by CERROS DEL SUR and the
consummation by CERROS DEL SUR of the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by CERROS DEL SUR
and, subject to obtaining the CERROS DEL SUR Shareholder’s Approval, constitutes
a legal, valid, and binding obligation of CERROS DEL SUR enforceable against
CERROS DEL SUR in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, or other similar
laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     Section 2.04 Approvals and
Consents.

	 	(i) 	 The execution and delivery of this Agreement by CERROS
        DEL SUR do not, and the performance by CERROS DEL SUR of its obligation
        hereunder and the consummation of the transactions contemplated hereby
        will not, conflict with, result in a violation or breach of, constitute
        (with or without notice or lapse of time or both) a default under, result
        in or give to any person any right of payment or reimbursement, termination,
        cancellation, modification or acceleration of, or result in the creation
        or imposition of any Lien upon any of the assets or properties of CERROS
        DEL SUR under, any of the terms, conditions or provisions of (x) the Escritura
        Publica and its Libro de Actas of CERROS DEL SUR as recorded in Honduras,
        or (y) subject to obtaining the CERROS DEL SUR Shareholders’ Approval
        and the taking of the actions described in paragraph (ii) of this section
        2.04. (A) any statute, law, rule, regulation, or ordinance (collectively,
        “Laws”), or any judgment, decree, order, writ, permit, or license
        (collectively, “Orders”), of any court, tribunal, arbitrator,
        authority, agency, commission, official, or other instrumentality of the
        United States, any foreign country, or any domestic or foreign state,
        country, city, or other political subdivision (a “Governmental or
        Regulatory Authority”), applicable to CERROS DEL SUR or any of its
        assets or properties, or (B) any note, bond, mortgage, security agreement,
        indenture, license, franchise, permit, concession, contract, lease (capital
        or operating) or other instrument, obligation or agreement of any kind
        (collectively, “Contracts”) to which CERROS DEL SUR is a party
        or by which CERROS DEL SUR or any of its assets or properties is bound,
        excluding from the foregoing clauses (A) and (B) conflicts, violations,
        breaches, defaults, terminations, modifications, accelerations, and creations
        and impositions of Liens which, individually or in the aggregate, could
        not be reasonably expected to have a Material Adverse Effect on CERROS
        DEL SUR taken as a whole or on the ability of CERROS DEL SUR to consummate
        the transactions contemplated by this agreement.







Page | 9

	 	(ii) 	 No consent, approval, or action of, filing with, or
        notice to any Governmental or Regulatory Authority or other public or
        private third party is necessary or required under any of the terms, conditions
        or provisions of any Law or Order of any Government of Regulatory Authority
        or any Contract to which CERROS DEL SUR is a party or by which CERROS
        DEL SUR or any of its assets or properties is bound for the execution
        and delivery of this Agreement by CERROS DEL SUR, the performance by CERROS
        DEL SUR of its obligations hereunder or the consummation of the transactions
        contemplated hereby, except for such consents, approvals, or actions of,
        filings with or notices to any Governmental or Regulatory Authority or
        other public or private third party the failure of which to make or obtain
        could not reasonably be expected to have a Material Adverse Effect on
        CERROS DEL SUR taken as a whole or on the ability of CERROS DEL SUR to
        consummate the transactions contemplated by this Agreement.



     Section 2.05 Financial
Statements. CERROS DEL SUR delivered to RAZOR RESOURCES INC. prior to
the execution of this Agreement a true, correct and complete copy of CERROS DEL
SUR audited financial statements for the years ended December 31, 2006, 2007,
and 2008, (including, in each case, the notes, if any, thereto) (the “CERROS DEL
SUR Financial Statements”). The CERROS DEL SUR Financial Statements were audited
in accordance with International auditing standards applied on a consistent
basis during the periods involved (except as may be indicated therein or in the
notes thereto) and fairly present the consolidated financial position of CERROS
DEL SUR as at the respective dates thereof and the results of its operations and
cash flows for the respective periods then ended.




Page | 10

     Section 2.06 Absence of
Certain Changes or Events. Except as set forth in this Agreement or the
CERROS DEL SUR Schedules, since December 31, 2008:

     (a) there
has not been (i) any material adverse change in the business, operations,
properties, assets, or condition of CERROS DEL SUR; or (ii) any damage,
destruction, or loss to CERROS DEL SUR. (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets,
or condition of CERROS DEL SUR;

     (b)
CERROS DEL SUR has not (i) amended its Escritura Publica or its Libro de Actas;
(ii) declared or made, or agreed to declare or make, any payment of dividends or
distributions of any assets of any kind whatsoever to stockholders or purchased
or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii)
waived any rights of value which in the aggregate are extraordinary or material
considering the business of CERROS DEL SUR; (iv) made any material change in its
method of management, operation, or accounting; (v) entered into any other
material transaction; (vi) made any accrual or arrangement for payment of
bonuses or special compensation of any kind or any severance or termination pay
to any present or former officer or employee; (vii) increased the rate of
compensation payable or to become payable by it to any of its officers or
directors or any of its employees whose monthly compensation exceeds $1,000; or
(viii) made any increase in any profit sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with its officers, directors, or employees;

     (c)
CERROS DEL SUR has not (i) borrowed or agreed to borrow any funds or incurred,
or become subject to, any material obligation or liability (absolute or
contingent) except liabilities incurred in the ordinary course of business; (ii)
paid any material obligation or liability (absolute or contingent) other than
current liabilities reflected in or shown on the most recent CERROS DEL SUR
balance sheet, and current liabilities incurred since that date in the ordinary
course of business; (iii) except as shown on Schedule 2.24(l), sold or
transferred, or agreed to sell or transfer, any of its assets, properties, or
rights (except assets, properties, or rights not used or useful in its business
which, in the aggregate have a value of less than $1,000), or cancelled, or
agreed to cancel, any debts or claims (except debts or claims which in the
aggregate are of a value of less than $1,000); (iv) except as shown on Schedule
2.07 made or permitted any amendment or termination of any contract, agreement,
or license to which it is a party if such amendment or termination is material,
considering the business of CERROS DEL SUR; or (v) issued, delivered, or agreed
to issue or deliver any stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock); and

     (d)
CERROS DEL SUR has not become subject to any law or regulation which materially
and adversely affects, or in the future may adversely affect, the business,
operations, properties, assets, or condition of CERROS DEL SUR.




Page | 11

     Section 2.07 Absence of
Undisclosed Liabilities. Except for matters reflected or reserved
against in the balance sheet for the period ended December 31, 2008 included in
CERROS DEL SUR Financial Statements or as disclosed in Schedule 2.07 hereto,
CERROS DEL SUR has not at such dates, or has incurred since that date, any
liabilities or obligations (whether absolute, accrued, contingent, fixed or
otherwise, or whether due or to become due) of any nature that would be required
by generally accepted accounting principles to be reflected on a consolidated
balance sheet of CERROS DEL SUR (including the notes thereto), except
liabilities or obligations which were incurred in the ordinary course of
business consistent with past practice and which have not had, and could not be
reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect on CERROS DEL SUR taken as a whole.

     Section 2.08 Legal
Proceedings. Except as set forth on schedule 2.08, there are no actions,
suits, arbitrations or proceedings pending or, to the knowledge of CERROS DEL
SUR are there any Government or Regulatory Authority investigations or audits
pending or threatened or claims or actions threatened by third parties against,
relating to or affecting, CERROS DEL SUR or any of its assets and properties
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect on CERROS DEL SUR taken as a whole or on the ability of
CERROS DEL SUR to consummate the transactions contemplated by the Agreement, and
(ii) CERROS DEL SUR is not subject to any judgment, decree, court order, or writ
of any Governmental or Regulatory Authority.

     CERROS DEL SUR is the plaintiff
in an action seeking damages from the government of Honduras.

     Section 2.09 Information
Supplied. All information furnished by CERROS DEL SUR to RAZOR RESOURCES
INC. in connection with the contemplated transaction and on which RAZOR
RESOURCES INC. shall rely in making its disclosures and filings pursuant to the
Securities Act and the Exchange Act, including the CERROS DEL SUR Financial
Statements, will comply as to form in all material respects with the
requirements of the Exchange Act and the Securities Act, respectively, and will
not, on the date hereof and at the Effective Time, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading, except that no
representation is made by CERROS DEL SUR with respect to information supplied by
or on behalf of RAZOR RESOURCES INC. expressly for inclusion therein and
information incorporated by reference therein from documents filed by RAZOR
RESOURCES INC. with the SEC.

     Section 2.10 Compliance with
  Laws and Orders. CERROS DEL SUR holds all permits, licenses, variances,
  exemptions, orders and approvals of all Governmental and Regulatory Authorities
  necessary for the lawful conduct of its business (the “CERROS DEL SUR Permits”),
  except as disclosed in Schedule 2.10 or except for failures to hold such permits,
  licenses, variances, exemptions, orders and approvals which, individually or
  in the aggregate, are not having and could not be reasonably expected to have
  a Material Adverse Effect on CERROS DEL SUR taken as a whole. 




Page | 12

CERROS DEL SUR is in compliance with the terms of the CERROS
  DEL SUR Permits, except failures so to comply which, individually or in the
  aggregate, are not having and could not be reasonably expected to have a Material
  Adverse Effect on CERROS DEL SUR taken as a whole. CERROS DEL SUR is not in
  violation of or default under any Law or Order of any Government or Regulatory
  Authority, except for violations which, individually or in the aggregate, are
  not having and could not be reasonably expected to have a Material Adverse Effect
  on CERROS DEL SUR taken as a whole.

     Section 2.11 Compliance with
Agreements; Certain Agreements.

	 	(i) 	
      Neither CERROS DEL SUR nor to the knowledge of CERROS DEL
      SUR any other party thereto is in breach or violation of, or in default in
      the performance or observance of any term or provision of, and no event
      has occurred which, with notice or lapse of time or both, could be
      reasonably expected to result in a default under, (x) the Escritura
      Publica and the Libro de Actas (or other comparable charter documents) of
      CERROS DEL SUR or (y) any Contract to which CERROS DEL SUR is a party or
      by which CERROS DEL SUR or any of its assets or properties is bound,
      except in the case of clause(y) for breaches, violations and defaults
      which, individually or in the aggregate, are not having and could not be
      reasonably expected to have a Material Adverse Effect on CERROS DEL SUR
      taken as a whole.

	 	 	 
	 	(ii) 	
      As of the date hereof, CERROS DEL SUR is not a party to
      any oral or written (u) capital or operating leases providing for the
      payment of more than $50,000 per annum, (v) consulting agreement not
      terminable on thirty (30) days’ or less notice involving the payment of
      more than $25,000 per annum, (w) union or collective bargaining agreement
      which covers more than 15 employees, (x) agreement with any executive
      officer or other key employee of CERROS DEL SUR the benefits of which are
      contingent or vest, or the terms of which are materially altered, upon the
      occurrence of a transaction involving CERROS DEL SUR providing any term of
      employment or compensation guarantee extending for a period longer than
      one year and for the payment of more than $100,000 per annum or (z)
      agreement or plan, including any stock option, stock appreciation right,
      restricted stock or stock purchase plan, any of the benefits of which will
      be increased, or the vesting of the benefits of which will be accelerated,
      by the occurrence of any of the transactions contemplated by this
      Agreement or the value of any of the benefits of which will be calculated
      on the basis of any transactions contemplated by this
  Agreement.



     Section 2.12 Tax Matters.

For purposes of this Section 2.12 the terms “Tax” and
  “Taxes” include without limitation all liabilities for federal, state,
  local, foreign or other taxes, whether based on, or related to income, profits,
  capital, premiums, sales, use, gross receipts, property, ad valorem, franchise,
  employment, excise, patrol import and other taxes, duties, leases and assessments,
  and include all related penalties, interest, additions to tax and liabilities
  for taxes related to contractual obligations with customers and suppliers.




Page | 13

	 	(i) 	
      Except as set forth in Schedule 2.12 hereto, CERROS DEL
      SUR has filed all material Tax returns required to be filed by applicable
      law prior to the Closing Date. All material Tax returns were (and, as to
      Tax returns not filed as of the date hereof, will be) true, complete, and
      correct and filed on a timely basis. CERROS DEL SUR (i) has paid all
      material Taxes due, or claimed or asserted by any taxing authority to be
      due, for the periods covered by such Tax returns or (ii) has duly and
      fully provided reserves (in accordance with applicable Honduran accounting
      principles) adequate to pay all such Taxes.

	 	 	 
	 	(ii) 	
      Except as set forth in Schedule 2.12 hereto, CERROS DEL
      SUR has established (and until the Closing Date will maintain) on its
      books and records reserves adequate to pay all material Taxes not yet due
      and payable. CERROS DEL SUR has made available to RAZOR RESOURCES INC. the
      complete and accurate copies of all work papers associated with the
      calculation of CERROS DEL SUR’s Tax reserves.

	 	 	 
	 	(iii) 	
      There are no Tax Liens upon the assets of CERROS DEL SUR
      which could reasonably be expected to have a Material Adverse Effect on
      CERROS DEL SUR taken as a whole except Liens for Taxes not yet
  due.

	 	 	 
	 	(iv) 	
      CERROS DEL SUR has not requested (and no request has been
      made on its behalf) any extension of time within which to file any
      material Tax return.

	 	 	 
	 	(v) 	
      (A) the statute of limitations for the assessment of all
      state and federal Taxes has expired for all applicable Tax returns of
      CERROS DEL SUR through December 31, 2005; (B) no state or federal income
      tax returns have been examined by the appropriate taxing authorities for
      any periods; and (C) no deficiency for any material Taxes has been
      suggested, proposed, asserted or assessed against CERROS DEL SUR that has
      not been resolved and paid in full. CERROS DEL SUR has not executed a
      written consent extending the applicable statute of limitations for
      federal, state or local tax purposes.

	 	 	 
	 	(vi) 	
      No audits or other administrative proceedings or court
      proceedings are presently pending with regard to any Taxes or Tax returns
      of CERROS DEL SUR.

	 	 	 
	 	(vii) 	
      CERROS DEL SUR has not received a written ruling of a
      taxing authority relating to Taxes or entered into a written and legally
      binding agreement with any taxing authority relating to taxes.

	 	 	 
	 	(viii) 	 To the extent requested by RAZOR RESOURCES INC., CERROS
        DEL SUR has made available to RAZOR RESOURCES INC. (or, in the case of
        Tax returns to be filed on or before the Closing Date, will make available)
        complete and accurate copies of all Tax returns and associated work papers
        filed by or on behalf of CERROS DEL SUR for all taxable years since 2004
        ending on or prior to the Closing Date.







Page | 14

	 	(ix) 	 No agreements relating to allocating or sharing of any
        material Taxes have been entered into by CERROS DEL SUR.

	 	 	 
	 	(x) 	 All transactions that could give rise to a material
        understatement of federal income tax by CERROS DEL SUR have been adequately
        disclosed (or, with respect to Tax returns filed following the Closing
        will be adequately disclosed) on CERROS DEL SUR’s Tax returns.



     Section 2.13 Environmental
Matters.

	 	(i) 	
      To the knowledge of CERROS DEL SUR, as of the date hereof
      no material amount of any substance that has been designated by any
      governmental entity or by applicable federal, state, or local law to be
      radioactive, toxic, hazardous or otherwise a danger to health or other
      environment, including, without limitation, PCBs, asbestos, petroleum, or
      urea-formaldehyde, a (Hazardous Material”), but excluding chemicals used
      by CERROS DEL SUR in its mining operations and office and janitorial
      supplies, is present, as a result of the actions of CERROS DEL SUR in, on
      or under any property, including the land and the improvements, ground
      water and surface water, that CERROS DEL SUR has at any time owned,
      operated, occupied or leased.

	 	 	 
	 	(ii) 	
      At no time has CERROS DEL SUR transported, stored, used,
      manufactured, disposed of, released or exposed its employees or others to
      Hazardous Materials in violation of any Law in effect on or before the
      Effective Time, which has had or is reasonably likely to have a Material
      Adverse Effect on CERROS DEL SUR taken as a whole, nor has CERROS DEL SUR
      disposed of, transported, sold, or manufactured any product containing a
      Hazardous Material (collectively), “Hazardous Material Activities”) in
      violation of any Law or Order promulgated by any Governmental or
      Regulating Authority to prohibit, regulate or control Hazardous Materials
      or any Hazardous Material Activity, which has or is reasonably likely to
      have a Material Adverse Effect on CERROS DEL SUR taken as a
  whole.

	 	 	 
	 	(iii) 	
      CERROS DEL SUR currently has been approved for an
      environmental license for its Clavo Rico project subject to posting a
      performance bond in an amount to be determined by the environmental
      department within the Honduran government (the “Environmental Permit”)
      necessary for the conduct of its mining operations and other businesses of
      CERROS DEL SUR as such activities and businesses are currently being
      conducted, the absence of which would be reasonably likely to have a
      Material Adverse Effect on CERROS DEL SUR taken as a
  whole.







Page | 15

	 	(iv) 	
      No action, proceeding, revocation proceeding, amendment
      procedure, writ, injunction, or claim is pending or, to the knowledge of
      CERROS DEL SUR as of the date hereof, threatened concerning any
      Environmental Permit or any Hazardous Material Activity of CERROS DEL SUR
      which could reasonably be expected to have a Material Adverse Effect on
      CERROS DEL taken as a whole. CERROS DEL SUR is not aware of any fact or
      circumstance which could involve CERROS DEL SUR in any environmental
      litigation or impose upon CERROS DEL SUR any environmental liability which
      in either case would be reasonably likely to have a Material Adverse
      Effect on CERROS DEL SUR taken as a whole.



     Section 2.14 Employee Benefit
Plans.

(i) CERROS DEL SUR does not have or
contribute to, any pension, profit-sharing, option, other incentive plan, or any
other type of Employee Benefit Plan, or, other than as required by Honduras
employment law, has any obligation to or customary arrangement with employees
for bonuses, incentives, compensation, vacations, severance, pay, sick pay, sick
leave, insurance, service award, relocation, disability, tuition refund, or
other benefits, whether oral or written, except as set forth in Honduran law.
Schedule 2.14 sets forth a complete and accurate list of each such Employee
Benefit Plan, Honduran employee benefits including accrued liabilities, or other
arrangements. CERROS DEL SUR has furnished to RAZOR RESOURCES INC. true,
correct, and complete copies, of all documents evidencing plans, obligations, or
arrangements referred to in Schedule 2.14 (or true, correct, and complete
written summaries of such plans, obligations, or arrangements to the extent not
evidenced by documents) and true, correct, and complete copies of all documents
evidencing trusts, summary plan descriptions.

(ii) CERROS DEL SUR has NO employee
benefit plans other than those required under Honduran law. 

     Section 2.15 Patents, Trademarks,
  Et Cetera. CERROS DEL SUR has all right, title and interest in, or
  a valid and binding license to use all patents, patent applications, trademarks,
  trademark applications, trade names, service marks, copyrights, copyright applications,
  franchises, trade secrets, computer programs (in object or source code form),
  or other intangible property or asset (collectively, “Intangibles”)
  which are individually or in the aggregate material to the conduct of the business
  of CERROS DEL SUR taken as a whole. CERROS DEL SUR is not in default (or with
  the giving of notice or lapse of time or both, would be in default) in an material
  respect under any license to use such Intangible, such Intangible is not being
  infringed by any third party, and CERROS DEL SUR is not infringing any Intangible
  of any third party, except for such defaults and infringements which, individually
  or in the aggregate, are not having and could not be reasonably expected to
  have a Material Adverse Effect on CERROS DEL SUR taken as a whole.




Page | 16

     Section 2.16 Insurance. Except
  as set forth on Schedule 2.16, CERROS DEL SUR has no liability, property, workers’
  compensation, directors’ and officers’ liability and other insurance
  policies currently in effect that insure the business, operations, properties,
  assets, or employees of CERROS DEL SUR.

     Section 2.17 Labor
Matters. There are no material controversies pending or, to the
knowledge of CERROS DEL SUR, threatened between CERROS DEL SUR and any
representatives of its employees, and, to the knowledge of CERROS DEL SUR, there
are no material organizational efforts presently being made involving any of the
now unorganized employees of CERROS DEL SUR. There has been no work stoppage,
strike or similar concerted action by employees of CERROS DEL SUR.

     Section 2.18 Tangible Property
and Assets. CERROS DEL SUR has good and marketable title to, or has valid
leasehold interests in or valid rights under contract to use, all tangible
property and assets used in and, individually or in the aggregate, material to
the conduct of the businesses of CERROS DEL SUR taken as a whole, free and clear
of all Liens other than (i) any statutory Lien arising in the ordinary course of
business by operation of law with respect to a liability that is not yet due or
delinquent and (ii) any minor imperfection of title or similar Lien which
individually or in the aggregate with other such Liens does not materially
impair the value of the property or asset subject to such Lien or the use of
such property or asset in the conduct of the business of CERROS DEL SUR. All
such property and assets are, in all respects material to CERROS DEL SUR taken
as a whole, in good working order and condition, ordinary wear and tear
excepted, and adequate and suitable for the purpose for which they are presently
being used.

     Section 2.19 Shareholder Vote
Required. The affirmative vote of the Shareholder on the CERROS DEL SUR
Exchange proposal is the only vote of the holders of any class or series of the
capital stock of CERROS DEL SUR required to adopt this Agreement and approve the
Exchange and the other transactions contemplated hereby.

     Section 2.20 Brokers. All
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried out by CERROS DEL SUR directly with CERROS DEL SUR without the
intervention of any person on behalf of CERROS DEL SUR in such a manner as to
give rise to any valid claim by any person against CERROS DEL SUR or RAZOR
RESOURCES INC. for a finder’s fee, brokerage commission or similar payment.

     Section 2.21 Agreements Not to
Compete. There are no contracts between CERROS DEL SUR and its directors,
officers, employees, agents (including sales agents), dealers or distributors
which prevent or restrict any such person from competing with CERROS DEL SUR in
any manner. 

     Section 2.22 Board Approval of
Agreement. The board of directors of CERROS DEL SUR has authorized the
execution and delivery of this Agreement by CERROS DEL SUR and has approved the
transactions contemplated hereby.

     Section 2.23 Material Transactions
  or Affiliations. Set forth in the CERROS DEL SUR Schedules is a description
  of every material contract, agreement, or arrangement between CERROS DEL SUR
  and any predecessor and any person who was at the time of such contract, agreement,
  or arrangement an officer, director, or person owning of record, or known by
  CERROS DEL SUR to own beneficially, five percent (5%) or more of the issued
  and outstanding common stock of CERROS DEL SUR and which is to be performed
  in whole or in part after the date hereof or which was entered into not more
  than three years prior to the date hereof. In all of such transactions, the
  amount paid or received, whether in cash, in services, or in kind, is, had been
  during the full term thereof, and is required to be during the unexpired portion
  of the term thereof, no less favorable to CERROS DEL SUR than terms available
  from otherwise unrelated parties in arm's length transactions. Except as disclosed
  in the CERROS DEL SUR Schedules or otherwise disclosed herein, no officer, director,
  or five percent (5%) shareholder of CERROS DEL SUR has, or has had since inception
  of CERROS DEL SUR, any interest, direct or indirect, in any material transaction
  with CERROS DEL SUR. There are no commitments by CERROS DEL SUR, whether written
  or oral, to lend any funds to, borrow any money from, or enter into any other
  material transaction with, any such affiliated person. 




Page | 17

     Section 2.24 CERROS DEL SUR.
Schedules. CERROS DEL SUR has delivered to RAZOR RESOURCES INC. the
following schedules, which are collectively referred to as the "CERROS DEL SUR
Schedules" and which consist of separate schedules dated as of the date of
execution of this Agreement and instruments and data as of such date, all
certified by the chief executive officer of CERROS DEL SUR as complete, true,
and correct:

     (a) a
schedule containing complete and correct copies of the Escritura Publica, its
origin and amendments up to and including the Excritura Publica and the
Company’s Libro de Actas of CERROS DEL SUR in effect as of the date of this
Agreement;

     (b) a
schedule containing the Financial Statements of CERROS DEL SUR identified in
paragraph 2.05;

     (c) a
statement indicating that all Honduran income tax returns have been filed.

     (d) a
schedule containing a list indicating the name and address of each shareholder
of CERROS DEL SUR together with the number of shares owned by the
Shareholder;

     (e) a
schedule containing a description of all real property owned or leased by CERROS
DEL SUR.;

     (f) a
schedule containing true and correct copies of all contracts, agreements, or
other instruments to which CERROS DEL SUR is a party or by which it or its
properties are bound, specifically including all contracts, agreements, or
arrangements referred to in section 2.18;

     (g)
Copies of all licenses, permits, and other governmental authorizations (or
requests or applications therefor) pursuant to which CERROS DEL SUR carries on
or proposes to carry on its business (except those which, in the aggregate, are
immaterial to the present or proposed business of CERROS DEL SUR);




Page | 18

     (h) a
schedule listing the accounts receivable and notes and other obligations
receivable of CERROS DEL SUR as of December 31, 2009, or that arose thereafter
other than in the ordinary course of business of CERROS DEL SUR, indicating the
debtor and amount, and classifying the accounts to show in reasonable detail the
length of time, if any, overdue, and stating the nature and amount of any
refunds, set offs, reimbursements, discounts, or other adjustments which are in
the aggregate material and due to or claimed by such creditor;

     (i) a
schedule listing the accounts payable and notes and other obligations payable by
CERROS DEL SUR as of December 31, 2009 or that arose thereafter other than in
the ordinary course of the business of CERROS DEL SUR, indicating the creditor
and amount, classifying the accounts to show in reasonable detail the length of
time, if any, overdue, and stating the nature and amount of any refunds,
setoffs, reimbursements, discounts, or other adjustments, which in the aggregate
are material and due or payable to CERROS DEL SUR respecting such
obligations;

     (j) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of since
December 31, 2008;

     (k) a
schedule containing a copy of the board of directors' and shareholders' minutes
and the Libro de Actas of CERROS DEL SUR since inception; and

     (l) a
schedule listing all assets and liabilities of CERROS DEL SUR transferred since
December 31, 2008; and

     (m) a
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the CERROS DEL SUR. Schedules by
Sections 2.01 through 2.23.

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE
SHAREHOLDER

     As an inducement to, and to
obtain reliance of RAZOR RESOURCES INC., the CERROS DEL SUR Shareholder, MAYAN,
represents and warrants as follows:

     Section 3.01 Ownership of CERROS
DEL SUR Shares.

     (a) The
  CERROS DEL SUR Shareholder owns 99% of the issued and outstanding shares of
  Common Stock of CERROS DEL SUR, free and clear of any claims, charges, equities,
  liens, security interests, and encumbrances whatsoever, and that the Shareholder
  has full right, power, and authority to transfer, assign, convey, and deliver
  its CERROS DEL SUR shares; and delivery of such shares at the closing will convey
  to RAZOR RESOURCES INC. good and marketable title to such shares free and clear
  of any claims, charges, equities, liens, security interests, and encumbrances
  whatsoever, except as set forth herein.




Page | 19

     (b) The
Shareholder further warrants and certifies by affixing the signature of its
officers to this Agreement, that it is an “Accredited Investor” within the
meaning of that term as defined in Regulation D of the Securities Act of
1933.

     (c) The CERROS
DEL SUR’s Shareholder has been advised that:

     (1) The
securities to be issued by RAZOR RESOURCES INC. in exchange for CERROS DEL SUR’s
Securities have not been registered under the Securities Act, the Exchange Act
or any comparable state securities laws, but rather, are being issued in
reliance on the exemption from registration under the Securities Act provided by
Section 4(2) and Section 4(6) and Regulation S thereof.

     (2) The
certificate for the shares of RAZOR RESOURCES INC.’s common stock will bear a
legend restricting any transactions therein, directly or indirectly, unless it
is first registered under applicable federal and state securities laws or the
proposed transaction is exempt from such registration requirements, and if such
facts are demonstrated to the satisfaction of RAZOR RESOURCES INC. and its legal
counsel, based on such third party legal opinions, affidavits, and transfer
agency procedures as RAZOR RESOURCES INC. will reasonably require or have in
place. RAZOR RESOURCES INC. will not unreasonably withhold its consent to such
registration;

     (3)
RAZOR RESOURCES INC.’s transfer agent has been instructed to decline transfer of
the certificate for the shares of RAZOR RESOURCES INC.’s common stock to be
issued pursuant to this Agreement unless the foregoing requirements have been
met and have been confirmed as having been met by a duly authorized officer of
RAZOR RESOURCES INC.

     (d) The
CERROS DEL SUR’s Shareholder has independently determined through its own legal
counsel, that all requirements of CERROS DEL SUR’s country of domicile for the
issuance of the shares of RAZOR RESOURCES INC.’s common stock called for by this
Agreement have been met, or will have been met, prior to Closing.

     Section 3.02 Knowledge of
Representations. To its best knowledge and belief, the representations of
CERROS DEL SUR in Article II, above, are true, accurate and complete.

ARTICLE IV




Page | 20

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF RAZOR RESOURCES
INC. 

     As an inducement to, and to
obtain the reliance of CERROS DEL SUR and the Shareholder, RAZOR RESOURCES INC.
represents and warrants as follows:

     Section 4.01
Organization. RAZOR RESOURCES INC. is a corporation duly
organized, validly existing, and in good standing under the laws of the state of
Nevada, and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and assets and to
carry on its business in all material respects as it is now being conducted, and
there is no jurisdiction in which it is not qualified in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of RAZOR RESOURCES INC.'s articles of incorporation or
bylaws. RAZOR RESOURCES INC. has taken all action required by law, its articles
of incorporation, its bylaws, or otherwise to authorize the execution and
delivery of this Agreement, and RAZOR RESOURCES INC. has full power, authority,
and legal right and has taken all action required by law, its articles of
incorporation, bylaws, or otherwise to consummate the transactions herein
contemplated.

     Section 4.02
Capitalization. RAZOR RESOURCES INC. authorized capitalization
consists of 75,000,000 shares of Preferred Shares, $.001 par value, none of
which are issued and outstanding; and 1,050,000,000 shares of common stock, par
value $.001, of which 64,805,000 shares are issued and outstanding. All issued
and outstanding shares are legally issued, fully paid, and non-assessable and
not issued in violation of the pre-emptive or other rights of any person.
Further, RAZOR RESOURCES INC. has granted no options, warrants or issued other
convertible instruments, which when exercised or converted would result in the
issuance of additional shares of Common or Preferred Shares. Further, RAZOR
RESOURCES INC. agrees and covenants that for a period of eighteen (18) months
from Closing, it shall not increase the registered capital of CERROS nor shall
it issue any additional shares of, or any rights to, its common or preferred
stock, including but not limited to convertible debt, management, director or
consultant incentive shares or warrants nor shares for the acquisition of
properties or other companies without the specific, prior, written approval of
MAYAN, such approval not to be unreasonably withheld. Notwithstanding the
foregoing, RAZOR RESOURCES INC. may issue shares in consideration of equity
contributions when made as part of third party, arms length financing at such
negotiated values in accordance with comparable industry standards for
transactions of a similar nature, without the consent of MAYAN. In addition,
until the first anniversary of the Closing Date, RAZOR hereby grants to MAYAN, a
right (the "Preemptive Right") to purchase up to 50% of any new securities that
RAZOR may, from time to time, offer to sell and issue if the issuance price is
less than $.50 per share. Such Preemptive Right must be exercised by MAYAN
within 10 days of notice or Mayan shall be deemed to have waived its right for
any such issuance.

     Section 4.03
Subsidiaries. RAZOR RESOURCES INC. has no operating
subsidiaries.




Page | 21

     Section 4.04 Financial
Statements.

     (a) RAZOR
RESOURCES INC.’S annual audited and quarterly unaudited statements are a matter
of public record and filed of record with the Securities and Exchange Commission
on forms 10K and 10Q and all such forms 10K and 10Q currently due have been
filed with the SEC.

      (b) All
such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved. The RAZOR RESOURCES INC. balance sheets present fairly as of their
respective dates the financial condition of RAZOR RESOURCES INC. RAZOR RESOURCES
INC. did not have as of the date of any such RAZOR RESOURCES INC. balance sheet,
except as and to the extent reflected or reserved against therein, any
liabilities or obligations (absolute or contingent) which should be reflected in
a balance sheet or the notes thereto prepared in accordance with generally
accepted accounting principles, and all assets reflected therein are properly
reported and present fairly the value of the assets of RAZOR RESOURCES INC., in
accordance with generally accepted accounting principles. The statements of
operations, stockholders' equity, and changes in financial position reflect
fairly the information required to be set forth therein by generally accepted
accounting principles.

     (c) RAZOR
RESOURCES INC. has no liabilities with respect to the payment of any federal,
state, county, local, or other taxes (including any deficiencies, interest, or
penalties), except for taxes accrued but not yet due and payable.

     (d) RAZOR
RESOURCES INC. has filed all state, federal, or local income or sales or use tax
returns required to be filed by it from inception to the date hereof. No such
federal or state tax returns have been examined by any state or the Internal
Revenue Service. Each of such tax returns reflects the taxes due for the period
covered thereby, except for amounts which, in the aggregate, are immaterial.

     (e) The
books and records, financial and otherwise, of RAZOR RESOURCES INC. are in all
material respects complete and correct and have been maintained in accordance
with good business and accounting practices.

     (f) RAZOR
RESOURCES INC. has good and marketable title to its assets and, except as set
forth in the RAZOR RESOURCES INC. Schedules or the Financial Statements of RAZOR
RESOURCES INC. or the notes thereto, has no material contingent liabilities,
direct or indirect, matured or unmatured.

     (g) RAZOR
RESOURCES INC. shall have, at the Effective Time, cash in the amount of at least
$500,000 from capital investment and shall after Closing obtain subscriptions
for purchase of common stock aggregating at least $1.5 million dollars due over
the next six months.




Page | 22

     Section 4.05 Information.
The information concerning RAZOR RESOURCES INC. set forth in this Agreement and
the RAZOR RESOURCES INC. Schedules is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.

     Section 4.06 Options or
Warrants. Except as set forth in the RAZOR RESOURCES INC. financial
statements, there are no existing convertible instruments, options, warrants,
calls, or commitments of any character relating to authorized and unissued stock
of RAZOR RESOURCES INC., except options, warrants, calls, or commitments, if
any, to which RAZOR RESOURCES INC. is not a party and by which it is not
bound.

     Section 4.07 Absence of
Certain Changes or Events. Except as described herein or in the RAZOR
RESOURCES INC. Schedules, since the date of the most recent RAZOR RESOURCES INC.
balance sheet:

     (a) there
has not been (i) any material adverse change in the business, operations,
properties, assets, or condition of RAZOR RESOURCES INC. (whether or not covered
by insurance) materially and adversely affecting the business, operations,
properties, assets, or condition of RAZOR RESOURCES INC.;

     (b) RAZOR
RESOURCES INC. has not (i) amended its articles of incorporation or bylaws; (ii)
declared or made, or agreed to declare or make any payment of dividends or
distributions of any assets of any kind whatsoever to stockholders or purchased
or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii)
waived any rights of value which in the aggregate are extraordinary or material
considering the business of RAZOR RESOURCES INC.; (iv) made any material change
in its method of management, operation, or accounting; (v) entered into any
other material transactions; (vi) made any accrual or arrangement for or payment
of bonuses or special compensation of any kind or any severance or termination
pay to any present or former officer or employee; (vii) increased the rate of
compensation payable or to become payable by it to any of its officers or
directors or any of its employees whose monthly compensation exceeds $1,000; or
(viii) made any increase in any profit sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement, made to, for, or with its officers, directors, or employees;

     (c) RAZOR
  RESOURCES INC. has not (i) granted or agreed to grant any options, warrants,
  or other rights for its stocks, bonds, or other corporate securities calling
  for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred,
  or become subject to, any material obligation or liability (absolute or contingent)
  except liabilities incurred in the ordinary course of business; (iii) paid or
  agreed to pay any material obligation or liability (absolute or contingent)
  other than current liabilities reflected in or shown on the most recent RAZOR
  RESOURCES INC. balance sheet and current liabilities incurred since that date
  in the ordinary course of business and professional and other fees and expenses
  incurred in connection with the preparation of this Agreement and the consummation
  of the transactions contemplated hereby; (iv) sold or transferred, or agreed
  to sell or transfer, any of its assets, property, or rights (except assets,
  property, or rights not used or useful in its business which, in the aggregate
  have a value of less than $1,000), or cancelled, or agreed to cancel, any debts
  or claims (except debts or claims which in the aggregate are of a value of less
  than $1,000); (v) made or permitted any amendment or termination of any contract,
  agreement, or license to which it is a party if such amendment or termination
  is material, considering the business of RAZOR RESOURCES INC.; or (vi) issued,
  delivered, or agreed to issue or deliver any stock, bonds, or other corporate
  securities including debentures (whether authorized and unissued or held as
  treasury stock), except in connection with this Agreement; and




Page | 23

     (d) to
the best knowledge of RAZOR RESOURCES INC., it has not become subject to any law
or regulation which materially and adversely affects, or in the future may
adversely affect, the business, operations, properties, assets, or condition of
RAZOR RESOURCES INC..

     Section 4.08 Title and Related
Matters. RAZOR RESOURCES INC. has good and marketable title to all of its
properties, interest in properties, and assets, real and personal, which are
reflected in the RAZOR RESOURCES INC. balance sheet or acquired after that date
(except properties, interest in properties, and assets sold or otherwise
disposed of since such date in the ordinary course of business), free and clear
of all liens, pledges, charges, or encumbrances except (a) statutory liens or
claims not yet delinquent; (b) such imperfections of title and easements as do
not and will not materially detract from or interfere with the present or
proposed use of the properties subject thereto or affected thereby or otherwise
materially impair present business operations on such properties; and (c) as
described in the RAZOR RESOURCES INC. Schedules.

     Section 4.09 Litigation and
Proceedings. There are no actions, suits, or proceedings pending or, to the
knowledge of RAZOR RESOURCES INC., threatened by or against or affecting RAZOR
RESOURCES INC., at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of any
kind. RAZOR RESOURCES INC. does not have any knowledge of any default on its
part with respect to any judgment, order, writs, injunction, decree, award,
rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.

     Section 4.10 Contracts.
Except for contracts entered into in the ordinary course of business, RAZOR
RESOURCES INC. is not a party to any material contract, agreement, or other
commitment.

     Section 4.11 No Conflict With
Other Instruments. The consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute a default under, any indenture, mortgage, deed of trust, or other
material agreement or instrument to which RAZOR RESOURCES INC. is a party or to
which it or any of its assets or operations are subject.

     Section 4.12 Governmental Authorizations.
  RAZOR RESOURCES INC. has all licenses, franchises, permits, and other government
  authorizations, that are legally required to enable it to conduct its business
  operations in all material respects as conducted on the date hereof. Except
  for compliance with federal and state securities or corporation laws, as hereinafter
  provided, no authorization, approval, consent, or order of, or registration,
  declaration, or filing with, any court or other governmental body is required
  in connection with the execution and delivery by RAZOR RESOURCES INC. of this
  Agreement and the consummation by RAZOR RESOURCES INC. of the transactions contemplated
  hereby.




Page | 24

     Section 4.13 Compliance With
Laws and Regulations. To the best of its knowledge, RAZOR RESOURCES INC. has
complied with all applicable statutes and regulations of any federal, state, or
other applicable governmental entity or agency thereof, except to the extent
that noncompliance would not materially and adversely affect the business,
operations, properties, assets, or conditions of RAZOR RESOURCES INC. or except
to the extent that noncompliance would not result in the incurrence of any
material liability. This compliance includes, but is not limited to, the filing
of all reports to date with federal and state securities authorities in
connection with RAZOR RESOURCES INC.’s filing, approval and completion of its
recent offering of securities pursuant to Rule 504 of Regulation C and
subsequent reports required by the U.S. Securities and Exchange Commission.

     Section 4.14 Insurance.
RAZOR RESOURCES INC. carries all liability, property, workers’ compensation,
directors’ and officers’ liability and other insurance policies reasonably
required to insure the business, operations, properties, assets, or employees of
RAZOR RESOURCES INC.. Such insurance policies are placed with financially sound
and reputable insurers and, in light of the respective business, operations,
assets, and properties of RAZOR RESOURCES INC. and its Subsidiaries, are in
amounts and have coverages that are reasonable and customary for persons engaged
in such businesses and operations and having such assets and properties.

     Section 4.15 Approval of
Agreement. The board of directors of RAZOR RESOURCES INC. has authorized the
execution and delivery of this Agreement by RAZOR RESOURCES INC. and has
approved this Agreement and the transactions contemplated hereby.

     Section 4.16 Material
Transactions of Affiliations. Except as disclosed herein and in the RAZOR
RESOURCES INC. Schedules, there exists no material contract, agreement, or
arrangement between RAZOR RESOURCES INC. and any person who was at the time of
such contract, agreement, or arrangement an officer, director, or person owning
of record or known by RAZOR RESOURCES INC. to own beneficially, 5% or more of
the issued and outstanding common stock of RAZOR RESOURCES INC. and which is to
be performed in whole or in part after the date hereof or was entered into not
more than three years prior to the date hereof. Neither any officer, director,
nor 5% shareholder of RAZOR RESOURCES INC. has, or has had during the last
preceding full fiscal year, any known interest in any material transaction with
RAZOR RESOURCES INC. which was material to the business of RAZOR RESOURCES INC.
RAZOR RESOURCES INC. has no commitment, whether written or oral, to lend any
funds to, borrow any money from, or enter into any other material transaction
with any such affiliated person.

     Section 4.17 Employment Matters.
  RAZOR RESOURCES INC. has no employees other than its directors and officers.
  There are no material controversies pending or, to the knowledge of RAZOR RESOURCES
  INC., threatened between RAZOR RESOURCES INC. and any representatives of its
  former employees.




Page | 25

ARTICLE V

CONSIDERATION AND PLAN OF EXCHANGE

     Section 5.01 The Exchange.
On the terms and subject to the conditions set forth in this Agreement, on the
Closing Date (as defined in Section 1.03), the Shareholder hereby agrees to
assign, transfer, and deliver to RAZOR RESOURCES INC., free and clear of all
liens, pledges, encumbrances, charges, restrictions, or known claims of any
kind, nature, or description all shares of common stock of CERROS DEL SUR, in
the aggregate constituting 99% of the issued and outstanding shares of common
and preferred stock of CERROS DEL SUR, and RAZOR RESOURCES INC. agrees to
acquire such shares on such date by issuing and delivering to MAYAN in exchange
therefore 35,500,000 shares of RAZOR RESOURCES INC. restricted common stock, par
value $0.001.

At the Closing, the Shareholder shall, surrender its
certificate or certificates representing 100% of its shares of CERROS DEL SUR
issued and outstanding common shares to RAZOR RESOURCES INC. MAYAN shall receive
certificates evidencing 35,500,000 shares of the RAZOR RESOURCES INC. common
stock as provided herein. Following the Share acquisition and exchange, the
effect of the Exchange will be that CERROS DEL SUR will have become a wholly
owned subsidiary of RAZOR RESOURCES INC. and MAYAN will have become a
shareholder of RAZOR RESOURCES INC. at the Closing, and the Shareholder will
have no further rights, title or interest in CERROS DEL SUR stock, other than
indirectly as a shareholder of RAZOR RESOURCES INC. and as may be set forth
hereafter.

     Section 5.02 Closing. The
closing ("Closing") of the transactions contemplated by this Agreement shall be
on a date and at such time as the parties may agree ("Closing Date"). Such
Closing shall take place at a mutually agreeable time and place.

     Section 5.03 Closing
Events. At the Closing, each of the respective parties hereto shall execute,
acknowledge, and deliver (or shall cause to be executed, acknowledged, and
delivered) any and all certificates, opinions, financial statements, schedules,
agreements, resolutions, rulings, or other instruments required by this
Agreement to be so delivered at or prior to the Closing, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby.

ARTICLE VI

SPECIAL COVENANTS




Page | 26

     Section 6.01 Access to
Properties and Records. RAZOR RESOURCES INC. and CERROS DEL SUR will each
afford to the officers and authorized representatives of the other full access
to the properties, books, and records of RAZOR RESOURCES INC. or CERROS DEL SUR
as the case may be, in order that each may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of the other,
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of RAZOR RESOURCES
INC. or CERROS DEL SUR, as the case may be, as the other shall from time to time
reasonably request.

     Section 6.02 Delivery of Books
and Records. At the Closing, CERROS DEL SUR shall deliver to RAZOR RESOURCES
INC. the originals of the corporate minute books, books of account, contracts,
records, and all other books or documents of CERROS DEL SUR now in the
possession of CERROS DEL SUR or its representatives.

     Section 6.03 Special Covenants
and Representations Regarding the Exchanged Stock. The consummation of this
Agreement and the transactions herein contemplated, including the issuance of
the RAZOR RESOURCES INC. common Stock to MAYAN as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes. Such transaction shall be consummated in reliance on
exemptions from the registration and prospectus delivery requirements of such
statutes which depend, inter alia, upon the circumstances under which the
Shareholders acquire such securities. In connection with reliance upon
exemptions from the registration and prospectus delivery requirements for such
transactions, at the Closing, MAYAN shall cause to be delivered, and the
shareholder shall deliver to RAZOR RESOURCES INC., letters of representation in
the appropriate form.

     Section 6.04 Third Party
Consents and Certificates. RAZOR RESOURCES INC. and CERROS DEL SUR agree to
cooperate with each other in order to obtain any required third party consents
to this Agreement and the transactions herein and therein contemplated.

     Section 6.05 Sales Under Rules 144,
If Applicable.

     (a) RAZOR
RESOURCES INC. will use its best efforts to at all times comply with the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including timely filing all periodic reports required under the
provisions of the Exchange Act and the rules and regulations promulgated
thereunder.

     (b) Upon
being informed in writing by the MAYAN shareholders that any such shareholder
intends to sell any shares under Rule 144 promulgated under the Securities Act
(including any rule adopted in substitution or replacement thereof), RAZOR
RESOURCES INC. will certify in writing to the Shareholder that it has filed all
of the reports required to be filed by it under the Exchange Act to enable the
shareholder to sell the shareholder’s restricted stock under Rule 144, or will
inform the shareholder in writing that it has not filed any such report or
reports.




Page | 27

     (c) If
any MAYAN shareholder presents to RAZOR RESOURCES INC.'s transfer agent for
registration of transfer in connection with any sale theretofore made under Rule
144, provided such certificate is duly endorsed for transfer by the appropriate
person(s) or accompanied by a separate stock power duly executed by the
appropriate person(s) in each case with reasonable assurances that such
endorsements are genuine and effective, and is accompanied by an opinion of
counsel satisfactory to RAZOR RESOURCES INC. and its counsel that such transfer
has complied with the requirements of Rule 144 or other applicable exemption,
RAZOR RESOURCES INC. will promptly instruct its transfer agent to register such
transfer and to issue one or more new certificates representing such shares to
the transferee and, if appropriate under the provisions of Rule 144, free of any
stop transfer order or restrictive legend. The provisions of this Section 6.05
shall survive the Closing and the consummation of the transactions contemplated
by this Agreement.

     Section 6.06
Indemnification.

     (a)
CERROS DEL SUR and the Shareholder hereby agree to indemnify RAZOR RESOURCES
INC. and each of the officers, agents and directors of RAZOR RESOURCES INC. as
of the date of execution of this Agreement against any loss, liability, claim,
damage, or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing, or defending against
any litigation, commenced or threatened, or any claim whatsoever), to which it
or they may become subject arising out of or based on any inaccuracy appearing
in or misrepresentation made under Articles II and/or III of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.

(b) RAZOR RESOURCES INC. hereby agrees
to indemnify CERROS DEL SUR and Mayan Gold, Inc. and each of the officers,
agents and directors of CERROS DEL SUR and Mayan Gold, Inc. as of the date of
execution of this Agreement against any loss, liability, claim, damage, or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made under Article IV of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.

     Section 6.07 Covenants Regarding
Certain CERROS DEL SUR Assets

     (a) The
Parties recognize and acknowledge that certain assets of CERROS DEL SUR are
related to MAYAN mining operations in Honduras, but not to the Clavo Rico
concession. It is the intent that the ownership of the following described
assets be transferred from CERROS DEL SUR and recorded under Honduran law in the
names of MAYAN assignees as soon as possible. Until such time as these transfers
can be effected and recorded the assets shall remain in the legal name of CERROS
DEL SUR.




Page | 28

     (b)
The”Retained Assets” are: (i) Corpus 1,2,3, and 4 mining concessions; (ii) a
mineral lease for the Potosi mining concession; (iii) the El Transito mining
concession; and (iv) a lawsuit naming the government of Honduras as defendant
seeking damages for actions of the government.

     (c) The
Parties shall execute and deliver, as a condition to the Closing, an undertaking
and indemnification agreement related to the Retained Assets defining the
Parties’ respective rights and responsibilities related thereto until their
transfer can be recorded under Honduran law without affecting the ownership
thereof.

     Section 6.08 Board Observation
Rights and CERROS Legal Representative 

     (a)
RAZOR RESOURCES, INC.’s Board of Directors shall grant Board observation
rights to up to two designees of MAYAN, who shall be entitled to participate as
observers of all meetings of the Board and shall be entitled to notice of such
meetings, actions to be taken without meeting, and all materials distributed to
the Board as if the designees were members of the Board. The Board observation
rights shall continue for a period of two years from the Closing Date.

     (b)
Gerardo Flores shall remain as one of CERROS’s Legal Representatives in Honduras
for a least 18 months from the Closing.

ARTICLE VII

CONDITIONS

     7.01 Conditions to Each Party’s
Obligation to Effect the Exchange

     The respective obligation of each
party to effect the Exchange is subject to the fulfillment, at or prior to the
Closing, of each of the following conditions:

(a) Shareholder Approval. The Agreement
shall have been adopted by the requisite vote of the Shareholder of CERROS DEL
SUR under CERROS DEL SUR’s Escritura Publica and its Libro de Actas and as
required under Honduran Law.

(b) State Securities Laws. RAZOR
RESOURCES INC. shall have received all state securities or “Blue Sky” permits
and other authorizations necessary, if required, to issue the RAZOR RESOURCES
INC. common stock pursuant to the Agreement at the Closing.

(c) No Injunctions or Restraints. No
  court of competent jurisdiction or other competent governmental or regulatory
  authority shall have enacted, issued, promulgated, enforced or entered any law
  or order (whether temporary, preliminary or permanent) which is then in effect
  and has the effect of making illegal or otherwise restricting, preventing or
  prohibiting consummation of the Exchange or the other transactions contemplated
  by this Agreement.




Page | 29

(d) Consents and Approvals. All
consents, approvals and actions of, CERROS DEL SUR, MAYAN, or RAZOR RESOURCES
INC. to consummate the Exchange and the other matters contemplated hereby, the
failure of which to be obtained or taken could reasonably expected to have a
material adverse effect on RAZOR RESOURCES INC. or CERROS DEL SUR, in each case
taken as a whole, or on the ability of the Parties to consummate the
transactions contemplated hereby shall have been obtained, all in form and
substance reasonably satisfactory to the Parties, and no such consent, approval
or action shall contain any term or condition which could be reasonably expected
to result in a material diminution of the benefits of the Exchange to the
stockholders of RAZOR RESOURCES INC. or CERROS DEL SUR.

(e) Undertaking and Indemnification.
The Parties shall have executed and delivered the Undertaking and
Indemnification agreement related to the Retained Assets.

7.02 Conditions to Obligation of RAZOR RESOURCES INC. to
Effect the Exchange.

     The obligation of RAZOR RESOURCES
INC. to effect the Exchange is further subject to the fulfillment, at or prior
to the Closing, of each of the following additional conditions (all or any of
which may be waived in whole or in part by RAZOR RESOURCES INC. in its sole
discretion).

	 	(a) 	
      Representations and Warranties. The representations and
      warranties made by CERROS DEL SUR and the Shareholder in this Agreement
      shall be true and correct in all material respects as of the Closing Date
      as though made on and as of the Closing Date or, in the case of
      representations and warranties made as of a specified date earlier than
      the Closing Date, on and as of such earlier date, and CERROS DEL SUR shall
      have delivered to RAZOR RESOURCES INC. a certificate, dated the Closing
      Date and executed on behalf of CERROS DEL SUR by its Chairman of the Board
      or its President to such effect.

	 	 	 
	 	(b) 	
      Performance of Obligations. CERROS DEL SUR shall have
      performed and complied with, in all material respects, each agreement,
      covenant, and obligation required by this Agreement to be so performed or
      complied with by CERROS DEL SUR at or prior to the Closing, and CERROS DEL
      SUR shall have delivered to RAZOR RESOURCES INC. a certificate, dated the
      Closing Date and executed on behalf of CERROS DEL SUR by its Chairman of
      the Board or President to such effect.

	 	 	 
	 	(c) 	 Other Closing Documents. CERROS DEL SUR shall have delivered
        to RAZOR RESOURCES INC. at or prior to the Effective Time such other documents
        as RAZOR RESOURCES INC. may reasonably request in order to enable RAZOR
        RESOURCES INC. to determine whether the conditions to its obligations
        under this Agreement have been met and otherwise to carry out the provisions
        of this Agreement, including but not limited to such documents, certificates
        or representations from the Mayan shareholders to ensure that any shares
        issuable to such shareholder can be issued appropriately in reliance upon
        an exemption from registration under the United States Securities Act
        of 1933, as amended..







Page | 30

	 	(d) 	 Legal Action. There shall not have been instituted or
        threatened any legal proceeding relating to, or seeking to prohibit or
        otherwise challenge the consummation of, the transactions contemplated
        by this Agreement, or to obtain substantial damages with respect thereto.

	 	 	 
	 	(e) 	 No Governmental Action. There shall not have been any
        action taken, or any law, rule, regulation, order, judgment, or decree
        proposed, promulgated, enacted, entered, enforced, or deemed applicable
        to the transactions contemplated by this Agreement by any federal, state,
        local, or other governmental authority or by any court or other tribunal,
        which, in the reasonable judgment of RAZOR RESOURCES INC., delays the
        Closing or effects the Exchange in any material way.

	 	 	 
	 	(f) 	 Material Adverse Change. There shall not have been a
        Material Adverse Change in CERROS DEL SUR since December 31, 2008.



     7.03 Conditions to Obligation of
CERROS DEL SUR to Effect the Exchange.

     The obligation of CERROS DEL SUR
and the Shareholders to effect the Exchange is further subject to the
fulfillment, at or prior to the Closing, of each of the following additional
conditions (all or any of which may be waived in whole or in part by CERROS DEL
SUR or the Shareholders in their sole discretion):

	 	(a) 	
      Representations and Warranties. The representations and
      warranties made by RAZOR RESOURCES INC. in this Agreement shall be true
      and correct in all material respects as of the Closing Date as though made
      on and as of the Closing Date or, in the case of representations and
      warranties made as of a specified date earlier than the Closing Date, on
      and as of such earlier date, and RAZOR RESOURCES INC. shall have delivered
      to CERROS DEL SUR a certificate, dated the Closing Date and executed on
      behalf of RAZOR RESOURCES INC. by its President to such effect.

	 	 	 
	 	(b) 	
      Performance of Obligations. RAZOR RESOURCES INC. shall
      have performed and complied with, in all material respects, each
      agreement, covenant, and obligation required by this Agreement to be so
      performed or complied with by RAZOR RESOURCES INC. at or prior to the
      Closing, and RAZOR RESOURCES INC. shall have delivered to CERROS DEL SUR a
      certificate, dated the Closing Date and executed on behalf of RAZOR
      RESOURCES INC. by its President to such
effect.







Page | 31

	 	(c) 	
      Cash Position. RAZOR RESOURCES INC. shall have at a cash
      balance of a minimum of $500,000 at the Effective Date and shall after
      Closing enter into written subscription commitments totaling $ $1,500,000
      due and payable over the next succeeding six months.

	 	 	 
	 	(d) 	
      Percentage Ownership. The 35,500,000 shares issued by
      RAZOR RESOURCES, INC. in consideration of this Agreement shall constitute
      not less than 50% of the total issued and outstanding shares of RAZOR
      RESOURCES, INC. common stock at the Closing Date, including the shares to
      be issued pursuant to the subscription commitment referenced in 7.03(c)
      and any warrants, options, or other instruments convertible to common
      stock outstanding on the Closing Date.

	 	 	 
	 	(e) 	
      Other Closing Documents. RAZOR RESOURCES INC. shall have
      delivered to CERROS DEL SUR at or prior to the Effective Time such other
      documents as CERROS DEL SUR may reasonably request in order to enable
      CERROS DEL SUR to determine whether the conditions to its obligations
      under this Agreement have been met and otherwise to carry out the
      provisions of this Agreement.

	 	 	 
	 	(f) 	
      Legal Action. There shall not have been instituted or
      threatened any legal proceeding relating to, or seeking to prohibit or
      otherwise challenge the consummation of, the transactions contemplated by
      this Agreement, or to obtain substantial damages with respect
    thereto.

	 	 	 
	 	(g) 	
      No Governmental Action. There shall not have been any
      action taken, or any law, rule, regulation, order, judgment, or decree
      proposed, promulgated, enacted, entered, enforced, or deemed applicable to
      the transactions contemplated by this Agreement by any federal, state,
      local, or other governmental authority or by any court or other tribunal,
      which, in the reasonable judgment of CERROS DEL SUR, delays the Closing or
      effects the Exchange in any material way.

	 	 	 
	 	(h) 	
      Material Adverse Change. There shall not have been a
      Material Adverse Change in RAZOR RESOURCES INC. since December 31,
      2008.



     7.04 Covenants of RAZOR RESOURCES
INC. subsequent to Closing

     The following covenants shall be
obligations of RAZOR RESOURCES INC to MAYAN, which shall be satisfied after the
Closing of the Exchange and shall survive the closing of this Agreement. The
remedy for breach of any of these covenants is set forth under Article VIII
herein.

	 	(a) 	
      Comply with the reporting requirements of the Exchange
      Act for a period of eighteen (18) months following the Closing. If
      delinquent in any such reporting requirement, MAYAN may request RAZOR
      RESOURCES INC to correct the delinquency within thirty (30) days. Failure
      to file the delinquent reports within the thirty (30) days notice shall
      constitute a breach of this subsection 7.04.







Page | 32

	 	(b) 	
      Take all necessary action and use all reasonable efforts
      to remain qualified for the common shares of RAZOR RESOURCES INC. to
      continue to trade on the Bulletin Board listings or a comparable exchange
      for at least eighteen (18) months from the Closing. Failure to meet this
      requirement shall constitute a breach of this subsection 7.04.

	 	 	 
	 	(c )	
      Complete an equity offering to raise US $1,500,000 and
      receive the proceeds into the capital of the company. Failure to receive
      that amount in cash within six (6) months of Closing shall constitute a
      breach of this subsection 7.04.

	 	 	 
	 	(d) 	
      Conduct a thorough review of all available geological
      data and, from that data, create a recommended drilling program for the
      Clavo Rico mining concession in Honduras which is designed to maximize the
      proven and probable gold reserves of that mine. Said drilling program
      recommendation shall include timelines, estimated costs, expected results
      of each proposed drill hole. Failure to conduct such a study and deliver
      the study to Mayan within six months of Closing shall constitute a breach
      of this subsection 7.04.

	 	 	 
	 	(e) 	
      Elect a minimum of two new Directors to the RAZOR
      RESOURCES INC board of directors who have mining and financial experience
      capable of running a small mining operation. Failure to elect such
      directors within three months from Closing shall constitute a breach of
      this subsection 7.04.

	 	 	 
	 	(f) 	
      RAZOR RESOURCES INC. shall, through its management team
      or consultants, prepare a detailed budget for its mine operations and
      development in Honduras which includes its drilling program, its
      anticipated capital expenses as well as its projected costs of production
      within four (4) months of Closing. RAZOR RESOURCES INC shall fund all
      operating costs, as well as investments and expenses per the approved
      budget for a period of at least fifteen months from Closing. Failure to
      fund such costs, investments and expenses shall constitute a breach of
      this subsection 7.04.



ARTICLE VIII

TERMINATION; DEFAULT

     Section 8.01 Termination.
This Agreement may be terminated at any time after execution hereof and
prior to the Closing as follows:

	 	(a) 	
      Mutual Agreement. This Agreement may be terminated at any
      time by mutual agreement of the Parties.

	 	 	 
	 	(b) 	
      Failure of Conditions. Either Party may terminate this
      Agreement, if any of the conditions obligating such Party to close
      specified in Article VII, except the conditions in Section 7.04, hereof
      are not satisfied or waived by such Party as of the Closing
  Date.







Page | 33

	 	(c) 	
      Effect of Termination. Each Party shall return to the
      other all non public information in its possession relating to the other
      Party. Each Party shall bear its own costs related to its due diligence,
      professional fees, etc.



     Section 8.02 Subsequent
Default. In the event of a breach of any covenant set forth in sections
4.02, 6.07, or 7.04 herein, MAYAN may notify RAZOR RESOURCES INC of the default
and request that it be remedied within ten (10) business days. Failure to remedy
the breach within the ten business days shall be cause for CERROS to immediately
cancel 125,000 common shares then issued to RAZOR and to issue to MAYAN 125,000
common shares with the remainder of the outstanding common shares being issued
to RAZOR.

ARTICLE IX

MISCELLANEOUS

     Section 9.01 Brokers.
RAZOR RESOURCES INC. and CERROS DEL SUR agree that there were no finders or
brokers involved in bringing the parties together or who were instrumental in
the negotiation, execution, or consummation of this Agreement. RAZOR RESOURCES
INC. and CERROS DEL SUR each agree to indemnify the other against any claim by
any third person for any commission, brokerage, or finders' fee arising from the
transactions contemplated hereby based on any alleged agreement or understanding
between the indemnifying party and such third person, whether express or implied
from the actions of the indemnifying party.

     Section 9.02 Governing
Law. This Agreement shall be governed by, enforced, and construed under and
in accordance with the laws of the United States of America and, with respect to
matters of state law, with the laws of Nevada.

     Section 9.03 Notices. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:

	 	If to RAZOR RESOURCES INC. to: 
	 	14781 Memorial Drive, Suite 1136, 
	 	Houston, Texas, 77079 
	 	Attention: Kelly Fielder 
	 	  
	 	With copies to: 
	 	  
	 	W.L. Macdonald Law Corporation 
	 	Suite 1210 – 777 Hornby Street, 
	 	Vancouver, BC V6Z 1S4 
	 	Attention: William L. Macdonald 
	 	  
	 	If to CERROS DEL SUR. to:







Page | 34

	 	Mark Zobrist 
	 	8550 W. Charleston #102-117 
	 	Las Vegas, Nevada 89117 
	 	  
	 	With copies to: 
	 	  
	 	Reed Benson 
	 	4049 So. Highland Dr. 
	 	Holladay, Utah 84124 


or such other addresses as shall be furnished in writing by any
party in the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given as of the date so delivered,
mailed, or telegraphed.

     Section 9.04 Attorney's
Fees. In the event that any party institutes any action or suit to enforce
this Agreement or to secure relief from any default hereunder or breach hereof,
the breaching party or parties shall reimburse the nonbreaching party or parties
for all costs, including reasonable attorneys' fees, incurred in connection
therewith and in enforcing or collecting any judgment rendered therein.

     Section 9.05 Schedules;
Knowledge. Each party is presumed to have full knowledge of all information
set forth in the other party's schedules delivered pursuant to this
Agreement.

     Section 9.06 Third Party
Beneficiaries. This contract is solely between RAZOR RESOURCES INC., CERROS
DEL SUR and the Shareholders, and, except as specifically provided, no director,
officer, stockholder, employee, agent, independent contractor, or any other
person or entity shall be deemed to be a third party beneficiary of this
Agreement.

     Section 9.07 Entire
Agreement. This Agreement represents the entire agreement between the
parties relating to the subject matter hereof, including This Agreement alone
fully and completely expresses the agreement of the parties relating to the
subject matter hereof. There are no other courses of dealing, understandings,
agreements, representations, or warranties, written or oral, except as set forth
herein.

     Section 9.08 Survival;
Termination. The representations, warranties, and covenants of the
respective parties shall survive the Closing Date and the consummation of the
transactions herein contemplated.

     Section 9.09
Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.

     Section 9.10 Amendment or Waiver.
  Every right and remedy provided herein shall be cumulative with every other
  right and remedy, whether conferred herein, at law, or in equity, and may be
  enforced concurrently herewith, and no waiver by any party of the performance
  of any obligation by the other shall be construed as a waiver of the same or
  any other default then, theretofore, or thereafter occurring or existing. At
  any time prior to the Closing Date, this Agreement may be amended by a writing
  signed by all parties hereto, with respect to any of the terms contained herein,
  and any term or condition of this Agreement may be waived or the time for performance
  hereof may be extended by a writing signed by the party or parties for whose
  benefit the provision is intended.




Page | 35

     Section 9.11 Arbitration.
The parties hereto shall attempt in good faith to resolve promptly any
disputes arising out of or relating to this Agreement or any aspect of the
relationship among the parties. In the event any such dispute cannot be
resolved, the parties agree that such disputes shall be resolved through
arbitration conducted in accordance with the American Arbitration Association
Commercial Arbitration Rules then in effect and the arbitration will take place
in Las Vegas, Nevada.

     IN WITNESS WHEREOF, the corporate
parties hereto have caused this Agreement to be executed by their respective
officers, hereunto duly authorized, as of the date first above-written.

	 	  	 	 	RAZOR RESOURCES INC. 
	 	ATTEST: 	 	 	  
	 	  	 	 	  
	 	  	 	 	  
	 		 	 	By  
	 	Secretary 	 	 	President 
	 	  	 	 	  
	 	  	 	 	  
	 	ATTEST: 	 	 	  
	 	  	 	 	COMPANIA MINERA CERROS DEL SUR S.A 
	 	  	 	 	“CERROS DEL SUR” 
	 	  	 	 	  
	 	  	 	 	  
	 	  	 	 	  
	 	By 	 	 	By
	 	Secretary 	 	 	President 
	 	  	 	 	  
	 	  	 	 	  
	 	CERROS DEL SUR SHAREHOLDER 	 	 	  
	 	MAYAN GOLD, INC. 	 	 	  
	 		 	 	  
	 	 	 	 	 
	 	 	 	 	 
	 	President