Filed by Automated Filing Services Inc. (604) 609-0244 - Hemis Corporation - Exhibit 10.2






PROMISE AGREEMENT FOR THE TRANSFER OF A PRO-UNDIVIDED

PORTION OF THE OWNERSHIP OF MINING AND EXPLORATION

CONCESSIONS

entered into by:

Loreto Careaga Galaz Widow Rascón (hereinafter, “the
Careaga 
Concessionaire”),

Rosa María Burgos Robles (hereinafter, “the Burgos
Concessionaire”), with 
the consent of her spouse, José Quirós Soto
(hereinafter, “the Quirós 
Spouse”), and

     José Quirós Soto
(hereinafter, “the Quirós Concessionaire”), with 
the consent of his spouse,
Rosa María Burgos Robles (hereinafter “the Burgos 
Spouse”),

(hereinafter, all of them also referred to as “the
Concessionaires” when 
referred to them collectively),

on one hand, and 

Hemis Gold S.A. de C.V. (hereinafter "Hemis”),

represented by Eduardo Robles Elías,

on the other hand,

pursuant to the following recitals and clauses:

RECITALS
UNDER OATH OF TELLING THE TRUTH

I.      By the Careaga and
Burgos Concessionaires:

Each of them is the owner of a 50%
(fifty percent) pro-undivided aliquot portion of the mining concession described
below: Exploitation mining concession for the “El Tigre” Lot, with an area of 30
(thirty) hectares, located in the Municipality of Sahuaripa, Sonora, pursuant to
title number 190,854 (one hundred ninety thousand eight hundred fifty four),
registered under number 254 (two hundred fifty four), page 64 (sixty four),
volume 262 (two hundred sixty two), of the General Book of Mining Concessions of
the Public Mining Registry.




Agreement entered into by Loreto
Careaga Galaz Widow Rascón, 
Rosa María Burgos Robles and José Quirós Soto,
on one hand, and 
Hemis Gold S.A. de C.V., on the other hand 
December 31,
2005

II.     By the Careaga
Concessionaire:

	 	(A) 	
      By succession, the Careaga Concessionaire acquired a 50%
      (fifty percent) pro-undivided aliquot portion of the ownership of the
      concession described in the foregoing subsection (hereinafter, referred to
      as the “El Tigre Concession”) which corresponded to her late husband
      Francisco Rascón García, due to the marital community system which existed
      between them, as is evidenced in (i) the minutes of the meeting of
      heirs held on September 9 (nine), 1985 (one thousand nine hundred eighty
      five) in the record of the proceedings for settling the estate of an
      intestate regarding the properties owned by Francisco Rascón García, filed
      before the Judge of First Instance of Family Matters of Hermosillo,
      Sonora, under file number 1,408/85 (one thousand four hundred eight slash
      eighty five), and (ii) by ruling dated October 18 (eighteen), 1999
      (one thousand nine hundred ninety nine), pronounced by the Second Judge of
      First Instance of Family Matters of Hermosillo, Sonora, in file number
      1,357/99 (one thousand three hundred fifty seven slash ninety nine),
      through which the Careaga Concessionaire of reference was acknowledged to
      be the sole and universal heir of the ownership of said 50% (fifty
      percent) pro-undivided aliquot portion of the El Tigre
  Concession.

	 	 	 
	 	(B) 	
      The ownership of the remaining 50% (fifty percent)
      pro-undivided aliquot portion of the El Tigre Concession was acquired by
      the Careaga Concessionaire as property held in community by husband and
      wife, which she held together with her deceased spouse, Francisco Rascón
      García, pursuant to article 366 of the Civil Code for the State of Sonora
      and article 819 subsection III of the Code of Civil Procedures for the
      State of Sonora, and, therefore, said property was not deferred by
      intestate succession to the properties of her deceased spouse. The
      pertaining portions of the articles of reference state as
  follows:



366. The division into halves of
property held in community by husband and wife ... shall take place
notwithstanding the amount contributed by each of them to the marriage or
acquired during it,... 

819. The executor ...shall formulate
the project for the division and partition of the properties, pursuant to
the following rules: ....

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III. In any case, when making the
division, the properties corresponding to the surviving spouse shall be
separated pursuant to the provisions that regulate the community
property system; ....

		(C) 	
      Assigned the aliquot portion referred to in the foregoing
      subsection, to the Burgos Concessionaire, that is, the portion she
      acquired by simple dissolution of the community system established with
      her deceased spouse was not assigned by intestate succession, thus,
      resulting the co-ownership or joint ownership which they presently have in
      equal portions over the El Tigre Concession. 



III.    By the Burgos Concessionaire:

	 	(A) 	
      She acquired her 50% (fifty percent) pro-undivided
      aliquot portion of the ownership of the El Tigre Concession, which the
      Careaga Concessionaire acquired as property held in community by husband
      and wife, due to the legal partnership the latter had with her deceased
      spouse, not by intestate or any other type of succession, by means
    of

	 	 	 	 
	 		1. 	
      An agreement for the onerous assignment of personal
      mining rights entered into by both parties through public instrument
      number 6,458 (six thousand four hundred fifty eight), volume 134 (one
      hundred thirty four), executed before and certified by Gilberto Valenzuela
      Duarte, notary public number 36 (thirty six), commissioned in Hermosillo,
      Sonora, on December 9 (nine), 1999 (one thousand nine hundred ninety
      nine), a certified copy of which is added hereto as attachment “A”, and
      which is in the process of being recorded at the Public Mining Registry;
      and

	 	 	 	 
	 		2. 	
      An agreement for the clarification and modification of
      the Agreement for the onerous assignment of personal mining rights
      entered into by both parties, through document number 2,423 (two
      thousand four hundred twenty three), executed before and certified by
      Salomón Griego García, notary public number 1 (one) for commercial and
      administrative matters, on December 31 (thirty first), 2005 (two thousand
      and five), a certified copy of which is added hereto as attachment “B”,
      and which is in the process of being recorded at the Public Mining
      Registry.



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  Page 3




Through the clarification and modification
  agreement referred to in the foregoing, it was clarified that by means of the
  Agreement for the onerous assignment of personal mining rights referred
  to in numeral 1 (one) of this subsection (A) the Careaga Concessionaire did
  not transfer to the Burgos Concessionaire, the ownership of 50% (fifty percent)
  of the pro-undivided aliquot portion of the El Tigre Concession the former inherited
  from her deceased spouse, Francisco Rascón García, but rather the
  ownership of 50% (fifty percent) of the pro-undivided aliquot portion of the
  El Tigre Concession which the former acquired as property held in community
  by husband and wife due the community property she held together with her late
  husband and consequently, the assignment of said 50% (fifty percent) of the
  pro-undivided aliquot portion, did not require any judicial or any other type
  of authorization.

IV.     By the Quirós
Concessionaire:

That he is the exclusive owner of the
exploration mining concession for the “Porvenir” Lot (hereinafter, “the Porvenir
Concession”), with an area of 83.8328 (eighty three hectares, eighty three ares,
and twenty eight centiares), located in the Municipality of Sahuaripa, Sonora,
pursuant to title number 222,237 (two hundred twenty two thousand, two hundred
thirty seven), recorded under document numbero177 (one hundred seventy seven),
on page 89 (eighty nine), volume 343 (three hundred forty three), of the General
Book of Mining Concessions of the Public Mining Registry.

The “El Tigre” and the “Porvenir” lots
shall hereinafter be referred to as “the Lots” whenever they are referred to
collectively. 

V.      By the
Concessionaires:

	 	(A) 	
      The El Tigre and the Porvenir Concessions (hereinafter
      referred to as “the Lots” whenever the reference is collective) and the
      rights resulting thereof and the Lots, are free and clear and exempt from
      attachments, limitations of ownership, mortgages, pledges, seizures,
      impoundments, preventive notations, notations regarding the properties
      being subject to litigation, promises, options, royalties, lawsuits,
      claims, judicial proceedings, administrative cancellation proceedings,
      annulment or without justification, and in general, free and clear of any
      other liens or encumbrances (all of these
conditions



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      hereinafter shall be referred to generically as “Liens”
      in singular, or in plural, depending on the context).

	 	 	 
	 	(B) 	
      That they are current in the compliance of the
      obligations set forth by the Mining Law and its Regulation in relation to
      the Concessions, especially as regards the submittal of reports to prove
      mining works and activities performed in the Lots and the payment of
      mining rights.

	 	 	 
	 	(C) 	
      That they have agreed to grant to Hemis, exclusive
      exploration rights for the Lots and the exclusive promise to transfer the
      ownership over a certain pro-undivided aliquot portion of the Concessions,
      pursuant to the clauses set forth herein further
below.



VI.      By Hemis:

	 	(A) 	
      It is a Mexican stock corporation lawfully organized
      through document number 2,378 (two thousand three hundred seventy eight),
      book number one of business corporations, executed before and certified by
      Salomón Griego García, notary public number 1 (one) for commercial and
      administrative matters commissioned in the State of Sonora, on May 5
      (five), 2005 (two thousand and five), filed under folio number 34198-7
      (thirty four thousand one hundred ninety eight, dash seven), in the
      Registrad (Niger) Management System of the Commerce Section of the Public
      Registry of Commerce of Hermosillo, Sonora, on May 12 (twelve), 2005 (two
      thousand and five) and under number 252 (two hundred fifty two), page 126
      (one hundred twenty six) back side of volume XXXVIII (thirty eight), of
      the Book of Mining Corporations of the Public Mining Registry, on June 10
      (ten), 2005 (two thousand and five).

	 	 	 
	 	(B) 	
      Its corporate purpose comprises, among other things, the
      exploration and exploitation of ores, pursuant to the terms of the laws in
      force, as well as the execution of all juridical acts related to the
      aforementioned activities and that it has the legal and financial capacity
      to enter into this agreement.

	 	 	 
	 	(C) 	
      That it has agreed to acquire from the Concessionaires,
      the exclusive exploration rights for the Lots and the exclusive promise
      for the transfer of the ownership of a certain pro-undivided aliquot
      portion of the Concessions, pursuant to the clauses set forth herein
      further below.



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  Page 5






VII.    By the Concessionaires and the
Quirós and Burgos Spouses.

	 	A) 	
      The Quirós and Burgos Spouses appear to the execution
      hereof, in order to grant their unconditional and irrevocable consent to
      the Burgos and Quirós Concessionaires, respectively, to sign and deliver
      it and to be bound by its terms.

	 	 	 
	 	B) 	
      They acknowledge Hemis’ legal existence, as well as the
      sufficient capacity of the party entering into this agreement in its
      representation, since they have had before them the documents providing
      this fact and their legal counsels have inspected said
  documents.



VIII.   By Hemis, the Concessionaires and the
Quirós and Burgos Spouses: 

	 	(A) 	
      There is no fraud, bad faith, violence, illegality,
      lesion, error, reverential fear, disability, nor any other defect that may
      affect the will or the knowledge of the contracting parties.

	 	 	 
	 	(B) 	
      Their respective statements under oath of telling the
      truth and the assurances that each of the parties has provided with
      respect to the truthfulness and exactness thereof, have induced them to
      provide their contractual consent and said contractual consent would not
      have been provided if not for said assurances.



Due to that which has been stated and their respective
interests and purposes, the Concessionaires, the Quirós and Burgos Spouses, and
Hemis enter into this Promise agreement for the transfer of a pro-undivided
aliquot portion of the ownership of mining and exploration concessions and
commit pursuant to the following: 

CLAUSES

FIRST. PRIOR STAGE.

During the first 80 (eighty) calendar days as of the calendar
  day following the day on which the Concessionaires (and the Quirós and
  Burgos Spouses) ratify and acknowledge this agreement before a notary public
  (in this agreement referred to as “the Date of Execution”), Hemis
  shall perform in said Lots, all those exploration, geology and all other type
  of activities and works deemed necessary or convenient to preliminarily determine
  the economic-mining feasibility of the Lots. The 80 (eighty) calendar day term
  set forth in this 

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  Page 6




paragraph may be extended for an equal period, provided the
Concessionaires state their agreement, by granting their consent in writing.


The Concessionaires commit to deliver to Hemis, all those
certifications and certificates of legal effect and compliance of obligations
referred to the Concessions within the initial 80 (eighty) calendar day term set
forth in the foregoing paragraph (hereinafter, “the Prior Stage”). Hemis may,
but shall not have the obligation to request the Direction General of Mines, for
the issuance of certificates of legal effect and compliance of obligations in
reference to the Concessions, for which the Concessionaires expressly provide
their authorization to Hemis. 

During the Prior Stage or its extension, Hemis shall be
entitled to terminate this agreement in advance by means of a notice (the
“Notice of Termination”) provided for such purpose to the Concessionaires,
pursuant to that which has been set forth in the ninth and twelfth clauses. In
the Notice of Termination, Hemis shall not state not prove any reason whatsoever
for its decision to terminate this agreement. Once the Notice of Termination has
been delivered, this agreement shall have absolutely no effect, as if it never
had been executed and both parties shall be released from all obligations and
liabilities. 

SECOND. UNILATERAL PROMISE AND OPTION.

The Concessionaires commit to transfer a 67.5% (sixty seven
point five percent) pro-undivided aliquot portion of the ownership of the
Concessions (and the rights resulting thereof) to Hemis and for such purpose,
they grant to Hemis an option to acquire said ownership (said right shall be
referred to as “the Option” herein), subject to the following rules: 

	1. 	
      For granting the Option and the other rights which the
      Concessionaires grant to Hemis hereby, Hemis shall pay to the
      Concessionaires the following amounts, at the latest within 30 (thirty)
      calendar days following the Date of Execution:

	 	 	 
		a. 	
      To the Careaga Concessionaire: US$5,000 (five thousand
      dollars legal tender of the United States of America).

	 	 	 
		b. 	
      To the Burgos Concessionaire: US$5,000 (five thousand
      dollars legal tender of the United States of America).

	 	 	 
		c. 	
      To the Quirós Concessionaire: US$5,000 (five thousand
      dollars legal tender of the United States of
America).



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	2. 	
      The Option shall have a duration of 548 (five hundred
      forty eight) calendar days (the “Term of the Option”) as of January 23
      (twenty three), 2006 (two thousand and six), extendable by agreement of
      the parties, in order to enable Hemis to obtain a favorable resolution to
      its environmental impact statement, the authorization for the change of
      land use or destination and any other authorization or permit required in
      order to perform the activities set forth in numeral 1 (one) of the third
      clause.

	 	 
	3. 	
      The Option is unilateral, because it commits the
      Concessionaires to transfer the ownership of a 67.5% (sixty seven point
      five percent) pro-undivided aliquot portion of the Concessions to Hemis,
      but does not commit Hemis to acquire it.

	 	 
	4. 	
      The Option is and shall be irrevocable during the Term of
      the Option.

	 	 
	5. 	
      The Option is exclusive because it is granted solely to
      Hemis and because during the Term of the Option, no other option or rights
      shall be granted over any of the Concessions or any other of the Lots in
      favor or to the benefit of any third parties whatsoever.

	 	 
	6. 	
      During the Term of the Option, Hemis, at its entire and
      free discretion, may or nor exercise the Option, without any need to
      explain or justify its decision, and without any further liabilities and
      obligations that those agreed to herein.

	 	 
	7. 	
      If Hemis decides to exercise the Option, it shall
      exercise it pursuant to the following
stipulations:



(a) Acquisition of 67.5%.

If during the 548 (five hundred forty
eight) calendar days set forth in numeral 2 (two) of this second clause or its
extension, Hemis, exercising the exploration rights conferred to it pursuant to
the third clause, decides to make and makes Exploration Expenses for no less
than US$200,000 (two hundred thousand dollars legal tender of the United States
of America) (the “Exploration Expenses”), or their equivalent in Mexican Legal
Tender at the official rate of exchange on the date on which the respective
expenses are incurred, less the amounts stated in the last paragraph of this
subsection (a) and the mining rights referred to in the first paragraph of
numeral 8 (eight) of this second clause, it shall be deemed that Hemis has
chosen to acquire and that automatically a 33.75% (thirty three point seventy
five percent) of the ownership of the 

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  Page 8




El Tigre Concession has been acquired
from each of the Concessionaires and 67.5% (sixty seven point five percent) of
the ownership of the Porvenir Concession has been acquired from Concessionaire
Quirós, so that Hemis shall be the holder of a total of 67.5% (sixty seven point
five percent) of the El Tigre Concession and a total of 67.5% (sixty seven point
five percent) of the Porvenir Concession, and therefore, Hemis and the
Concessionaires shall be co-owners or joint owners of the Concessions, as
follows:

	 	El Tigre Concession: 	  
	 	  	  
	 	Careaga Concessionaire: 	16.25% 
	 	Burgos Concessionaire: 	16.25% 
	 	Hemis: 	67.5% 
	 	Total: 	100% 



	 	Porvenir Concession: 	  
	 	  	  
	 	Quirós Concessionaire: 	32.5% 
	 	Hemis: 	67.5% 
	 	Total: 	100% 


For the purposes hereof, the term
“Exploration Expenses” shall refer to all costs and expenses incurred or made by
Hemis (i) for drilling activities in any of the Lots, in order to
determine if there are or not, economically exploitable mineral substances
therein; (ii) in geophysical, chemical and geological assessments related
to any of the Lots; (iii) for assays and metallurgical assays of samples
obtained in any of the Lots; (iv) to quantify the reserves of exploitable
mineral substances in any of the Lots, all of that which is specified in this
paragraph, considering the Lots as a mining unit and not each Lot separately.


At the latest within a 30 (thirty)
calendar day term following the Date of Execution, Hemis shall reimburse
Concessionaire Burgos $10,600 Pesos (ten thousand six hundred pesos Mexican
legal tender) for expenses incurred by her directly or indirectly related to the
El Tigre Concession, prior to the execution hereof and said amount shall be
delivered and taken on the account for the US$200,000 (two hundred thousand
dollars, legal tender of the United States of America) and as of the moment of


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said reimbursement, for all the
purposes hereof, all Concessionaires shall deem said amount as Exploration
Expenses.

(b) Formalization. Final
Agreements.

If Hemis exercises the Option pursuant
to what has been stipulated in subsection (a) of this numeral 7, the respective
percentage of ownership of the Concessions shall be deemed transferred to Hemis
just by the mere effect of having made the Exploration Expenses, without there
being any need to provide a notice regarding the exercise of the Option, and
within a 5 (five) calendar day term following the day on which Hemis requests it
in writing, the Concessionaires and the Quirós and Burgos Spouses shall execute
and deliver to Hemis the agreement or agreements (the “Final Agreement” in
singular or in plural, as the case may be), due to which the transfer of the
respective ownership percentages of the Concessions shall be transferred to
Hemis and they shall ratify their signatures and acknowledge the content of the
Final Agreements before the notary public selected by Hemis.

(c) Content of the Final
Agreements.

In each Final Agreement, the following
shall be agreed:

	 	c. 1.	
      The Final Agreements shall formalize the transfer of the
      67.5% (sixty seven point five percent) pro-undivided aliquot portions of
      the ownership of the Concessions in favor of Hemis or whomever it may
      designate.




	 	c. 2.	
      The Concessionaires shall transfer to Hemis said
      pro-undivided aliquot portions, the Concessions being free and clear of
      liens.




	 	c. 3.	
      The Concessionaires shall respond for the warranty of
      title and right of possession or for hidden or obvious defects of the
      pro-undivided aliquot portions transferred, without any limitations
      whatsoever.




	 	c. 4.	
      Each part shall pay its corresponding taxes resulting
      hereof and in a given case, from the Final Agreement, pursuant to the
      applicable laws.




	 	c. 5.	
      It shall be agreed that the expenses for the
      formalization of the Final Agreement before the notary public and in
      regard to its registration in the Public Mining Registry shall be borne by
      Hemis,



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      without any right to be reimbursed, compensated therefor,
      or said expenses to be prorated.

	 	 	 
	 	c. 6.	
      In the Final Agreement it shall also be agreed that the
      Concessionaires, at all times and for their own expense, without having
      the right to be reimbursed, compensated or indemnified therefor, shall
      defend Hemis, its successors and assigns, against any party alleging
      better rights on or in relation to the ownership of the Concessions or on
      or in relation to the rights resulting
thereof.




	 	c. 7.	
      In the Final Agreement it shall also be agreed that the
      Concessionaires shall hold Hemis free and exempt from any demands, claims,
      accusations, complaints procedures, lawsuits, sanctions, fines,
      liabilities, orders to close or suspend activities, resolutions and
      sentences directly or indirectly related to the actual or alleged failure
      to comply with the Concessionaires’ obligations (and those of the
      Concessionaires’ contractors and the contractors’ subcontractors, or any
      other person who may have performed works in the Lots prior to the Date of
      Execution), as set forth in the laws, regulations, official Mexican norms
      and other ordainments related to ecological balance and environmental
      protection, health, explosives, land use and other matters directly or
      indirectly related to the activities performed by the Concessionaires (and
      those of the Concessionaires’ contractors and the contractors’
      subcontractors, or any other person who may have performed works in the
      Lots prior to the Date of Execution) on the Lots; and shall indemnify
      Hemis for any damages and shall compensate Hemis for damages suffered
      directly or indirectly related to the failure to comply with any of said
      obligations; and shall reimburse Hemis all fees and costs and procedural
      expenses incurred by it to defend itself from said demands, complaints,
      accusations, claims, proceedings, lawsuits, sanctions, fines, liabilities,
      resolutions and sentences.

	 	 	 
	 		
      Hemis assumes the same responsibility as regards the
      Concessionaires, for acts or works performed by it in the Lots during the
      Term of the Option, if this agreement were to be terminated in advance or
      rescinded due to any cause.




	 	c. 8.	
      The Concessionaires shall keep Hemis free and exempt from
      demands, accusations, complaints, claims, proceedings, lawsuits,
      sanctions, liabilities, orders to close or to suspend activities, fines
      and sentences directly or indirectly related to workers
  and



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      personnel used by the Concessionaires for the execution
      of works in the Lots and directly or indirectly related to workers and
      personnel used by their contractors (and subcontractors thereof or any
      other person engaged in works in the Lots, prior to the Date of Execution)
      for the execution of works in the Lots, which, by way of illustration, but
      not by way of limitation, include obligations related to the respective
      labor benefits, the Mexican Social Security Institute, the Institute for
      the National Workers’ Housing Fund, retirement savings funds and
      withholding or payment of any type of taxes generated due to said labor
      relations; they shall indemnify Hemis for damages and shall compensate it
      for losses suffered by Hemis directly or indirectly related to the failure
      to comply any of such obligations; and shall reimburse Hemis for fees and
      procedural costs and expenses incurred by it to defend itself from said
      demands, complaints, accusations, claims, proceedings, lawsuits,
      sanctions, fines, liabilities, orders for closing or suspending
      activities, fines and sentences.

	 	 	 
	 		
      Hemis assumes the same responsibility as regards the
      Concessionaires, for acts or works performed by it in the Lots during the
      Term of the Option, if this agreement were to be terminated in advance or
      rescinded due to any cause.

	 	 	 
	 		
      Due to no reason and under no circumstance shall Hemis be
      deemed substituting, nor shall it substitute any of the Concessionaires
      (nor the contractors of any of the Concessionaires, nor the subcontractors
      of said contractors, nor any other person engaged in works in the Lots,
      prior to the Date of Execution) as employer in their labor relations with
      the personnel or workers referred to in the first paragraph of this
      subsection (c.8), and shall neither be deemed assuming the compliance of
      any of said obligations by any other concept or means.

	 	 	 
	 	c. 9.	
      In the Final Agreements, the Concessionaires shall
      transfer to Hemis any agreements, covenants, or rights of any other nature
      which any of the Concessionaires were to have in relation to the use,
      occupancy, exploitation, transit and access to the surface land on which
      the Lots are located, as well as all licenses, consents, permissions,
      permits or authorizations which any of the Concessionaires may have
      obtained directly or indirectly in relation to the Lots, inasmuch as these
      are transferable or assignable, in the understanding that all of this
      shall be deemed sufficiently paid and



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      compensated to the Concessionaires through the
      Exploration Expenses incurred by Hemis, without there being any need or
      obligation for Hemis to pay to Concessionaire Careaga or Concessionaire
      Burgos or Concessionaire Quirós or to the Quirós or Burgos Spouses or any
      other person, any additional consideration or amount.

	 	 	 
	 	c. 10.	
      The Final Agreement shall contain the additional
      stipulations normally contained in the final agreements for the transfer
      of pro- undivided aliquot portions of the ownership of mining concessions,
      pursuant to the Mexican laws, but none of these shall be incompatible or
      contrary to those object of this preliminary agreement. If due to any
      reason, the parties do not agree on said additional stipulations, the
      Final Agreement shall be executed with the minimum stipulations referred
      to in this subsection (c) and with the other relevant stipulations of this
      first clause.




	8. 	
      Hemis shall pay mining rights (and their accessories)
      caused and unpaid for the El Tigre Concession to the Date of Execution,
      which shall approximately amount to $52,000 pesos (fifty two thousand
      pesos Mexican legal tender). The Concessionaires agree that Hemis shall
      pay those mining rights (and their accessories) on account for the
      US$200,000 (two hundred thousand dollars legal tender of the United States
      of America) referred to in subsection (a) of numeral 7 (seven) of the
      second clause of this agreement and which as of the time they are paid
      shall be deemed Exploration Expenses for all the purposes
hereof.

	 	 
		
      Hemis shall also pay mining rights for the El Tigre and
      the Porvenir Concessions as of the first semester of 2006 (two thousand
      and six) and during the Term of the Option, it shall make the minimum
      investments required in order to maintain the El Tigre and the Porvenir
      Concessions in force, and shall timely submit the respective evidence
      reports and shall execute any other acts or actions for the same purpose
      of maintaining the El Tigre and the Porvenir Concessions in force, Hemis
      may group the Concessions in order to prove works performed and submit
      statistic, technical and accounting reports.

	 	 
		
      If Hemis does not exercise the Option or if this
      agreement is rescinded or terminated due to any other reason, Hemis shall
      pay the mining rights caused for the El Tigre and the Porvenir
      Concessions, for the semester during which the agreement was rescinded or
      terminated and shall provide to the Concessionaires, a certified copy of
      the receipts for the payment of



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      said mining rights. In case of the same assumptions of
      rescission or termination due to any other reason, Hemis shall also
      provide to the Concessionaires certified copies of the vouchers for the
      investments made by Hemis during the time in which this agreement was
      effective.

	 	 
		
      Hemis shall provide to the Concessionaires certified
      copies of the receipts of payment of the mining rights and the reports
      evidencing the works referred to in the foregoing paragraph, at the
      written request of the Concessionaires.

	 	 
	9. 	
      No Exercise of the Option.

	 	 
		
      If Hemis, not having exercised its right of terminating
      this agreement during the Prior Stage or during its extension, does not
      incur Exploration Expenses before the 548 (five hundred forty eight)
      calendar day period set forth in numeral 2 (two) of the second clause or
      its extension has elapsed, it shall be deemed that Hemis has elected not
      to exercise the Option and this agreement shall be deemed automatically
      terminated on the day following the last day of the 548 (five hundred
      forty eight) calendar day period of reference or its extension. In said
      case, the Concessionaires and Hemis shall be absolutely released from the
      liabilities and obligations resulting hereof, but without prejudice of
      Hemis’ obligation to proceed as set forth in numeral 8 (eight) of this
      second clause.

	 	 
	10. 	
      In no case shall Hemis have the obligation to explain or
      justify to the Concessionaires, the Quirós and Burgos Spouses or to any
      other person, why it decided not to exercise the Option and said failure
      to exercise the Option by Hemis shall not give the Concessionaires, nor
      the Quirós and Burgos Spouses, nor any other person, the right to any
      other action for damages or losses (or damages and losses) and of no other
      nature against Hemis or against the person or entity directly or
      indirectly related to Hemis.

	 	 
	11. 	
      Additional Rules Regarding Exploration
      Expenses.

	 	 
		
      A written notice provided by Hemis to the
      Concessionaires, together with (i) a certificate of one of Hemis’
      main officers, certifying that the amount for Exploration Expenses has
      been disbursed; and (ii) a reasonable itemized list of said
      Exploration Expenses shall constitute certifying evidence that these have
      been incurred, unless any of the Concessionaires delivers to Hemis a
      written notice questioning the accuracy of said list within a 15 (fifteen)
      calendar day period following the reception thereof
by



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  Page 14






the Concessionaires. The certificate,
the notice, and the itemized list of Exploration Expenses shall be delivered by
Hemis to the Concessionaires during a 15 (fifteen) calendar day term following
the expiry of the Term of the Option. In case any of the Concessionaires
delivers a notice through which it questions the accuracy of said certificate,
the matter shall be remitted to Hemis’ external auditor (the “Auditor”, for its
final determination. If Hemis’ auditor determines that Hemis has not incurred
the corresponding Exploration Expenses, Hemis shall not lose any of the rights
it has hereunder, and the Option shall not expire if Hemis, within a 

30 (thirty) calendar term as of the
reception of the Auditor’s determination, pays to the Concessionaires one
hundred percent of the sum that was not paid for the Exploration Expenses that
should have been expended, or, at Hemis’ choice, it realizes the sum of the
Exploration Expenses that had not been made in accordance with the Auditor. 

THIRD. EXCLUSIVE AND IRREVOCABLE RIGHT FOR THE EXPLORATION
OF THE LOTS AND RELATED ISSUES.

	1. 	
      The Concessionaires shall grant Hemis the exclusive and
      irrevocable right to drill in any of the Lots in order to determine if
      there are or aren’t economically exploitable mineral substances, Hemis
      shall be entitled to exercise this right during the Term of the Option.
      For the purpose of said drilling activities, the Lots shall be considered
      a unit and the site in which Hemis shall drill, the number, depth and
      spacing between bore holes, as well as the drilling methods shall be at
      Hemis’ exclusive discretion and opinion.

	 	 
	2. 	
      The sums paid by Hemis to the Concessionaires pursuant to
      that which has been set forth in numeral 1 (one) of the second clause and
      other sections hereof, as well as the sum of the Exploration Expenses paid
      by Hemis shall be deemed paid and expended also in exchange for the rights
      mentioned in the foregoing numeral of this clause and others which the
      Concessionaires grant to Hemis hereunder.

	 	 
	3. 	
      Hereby, the Concessionaires irrevocably grant to Hemis
      all the consents, permissions, permits and authorizations that may be
      necessary so that:




		
      (a) 
	
      Hemis may obtain the approval of the environmental impact
        statement that may be required in a given case and all licenses, permits,
        or authorizations which the competent authorities must provide or confer
        pursuant to the Ecological Balance and 



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  Page 15







			
      Environmental Protection Law, its applicable regulations
      and the official Mexican norms regarding these matters, so that Hemis may
      lawfully perform its activities in the Lots. 

	 	 	
       

		(b) 	
      Hemis may request and obtain all other permits, licenses,
      concessions or authorizations of any nature pursuant to the applicable
      laws and regulations regarding land use, sanitation or health, explosives,
      water, labor and social provision and others which Hemis may require in
      order to lawfully perform its activities in the Lots.





	 	(c) 	
      The issues agreed on under this numeral 3 (three) may be
      deemed the consent, permission, approval, permit, or authorization of the
      Concessionaires for all ends or purposes specified above, so that no
      additional or different consent, permission, approval, permit, or
      authorization is required from the Concessionaires or the Quirós and
      Burgos Spouses.




	4. 	
      Hemis may exclusively plan, execute, develop, control and
      supervise all the mining works it is entitled to execute hereunder and the
      Mining Law and its Regulation, excluding the Concessionaires or any other
      person. All decisions related to the exploration of the Lots, including
      those related to the methods, procedures and equipment to be used, and
      related to the exercise of all other rights which Hemis acquires hereby,
      shall be Hemis’ exclusive concern and competence, excluding the
      Concessionaires and any other person.

	 	 
	5. 	
      During the Term of the Option, the Concessionaires shall
      have the following additional obligations: (i) they shall refrain
      from hampering or preventing by any means, the exercise of the rights and
      compliance of the obligations that Hemis acquires and assumes hereunder;
      (ii) in case it were necessary or if Hemis were to request it, they
      shall sign in due time, the reports evidencing mining works in the Lots,
      without prejudice of Hemis’ right to sign and to directly submit them;
      (iii) shall refrain from assigning or promising to assign or any
      other way of transferring to a third party or parties, the title or any
      other right resulting from or related to any of the Concessions, unless
      they do so, strictly adhering hereto, to Hemis’ assignee or assignees;
      (iv) they shall refrain from constituting Liens or to allow Liens
      be constituted or levied on any of the Concessions or on any of the rights
      resulting thereof, or any of the Lots and they shall also refrain from
      granting any of the Concessions or rights resulting thereof, or any of the
      lots as security; (v) they shall refrain from abandoning part or
      all of the land covered by any of the Concessions, to relinquish any of
      the



___________

  Page 16







		
      Concessions, to request the reduction of the area of any
      of the Lots or in any other way or through any other means, to waive the
      rights or privileges related to any of the Concessions or any of the Lots,
      unless they do so with Hemis’ express, prior and written consent; (vi)
      they shall diligently notify Hemis, within the legal term to provide
      an answer or to appear, of any notices, summons, court orders, demands,
      liquidations, official letters and any other type of communication
      respectively from authorities or private parties related in any way to any
      of the Concessions, or any of the Lots or this agreement; (vii)
      they shall diligently cooperate with Hemis with respect to any actions
      it should or wishes to take or execute in relation to the acts referred to
      in the immediately foregoing subsection of this numeral 5 (five);
      (viii) they shall diligently cooperate with Hemis with respect to
      any actions it should or wishes to take in order to timely exercise and
      comply with the rights and obligations it acquires hereunder; (ix)
      when the acts referred to in subsection (vi) (six) of this numeral 5
      (five) have been initiated or executed due to acts or omissions of any of
      the Concessionaires or any person who acts or acted in representation or
      by instructions of any of the Concessionaires, the Concessionaires shall
      maintain Hemis free and exempt from any liabilities and obligations
      directly or indirectly related thereto; they shall indemnify Hemis for
      damages and shall compensate the losses incurred by Hemis directly or
      indirectly in relation to said acts or omissions and their prosecution or
      consequences; and shall reimburse Hemis for the fees and costs and
      procedural expenses the latter may have paid to defend itself from such
      acts or omissions.

	 	 
	6. 	
      Hemis shall satisfy the obligations resulting from the
      laws, regulations and official Mexican norms applicable to ecological
      balance and environmental protection for the works to be performed by it
      during the term hereof; it shall not be held liable for any infringement
      of said laws, regulations and official Mexican norms that have occurred
      prior to the Date of Execution and after the termination or rescission
      hereof or for the violations not attributable to it for any reason. Hemis
      shall be liable for infringements attributable to Hemis.

	 	 
	7. 	
      Hemis shall have the exclusive liability and obligations
      resulting from the labor relations with its workers or for the relation
      with any person providing his services as contractor or in any other
      capacity, releasing the Concessionaires of any liability with respect to
      said relations.



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  Page 17






FOURTH. HEMIS’ OBLIGATIONS DURING THE TERM HEREOF.

During the Term of the Option, Hemis shall have an shall comply
with the following obligations: 

	1. 	
      It shall maintain the Lots free, clear and exempt of any
      burdens, charges and liens resulting from the operations performed by
      Hemis hereunder and shall diligently proceed to contest or release any
      charge that may be registered;

	 	 
	2. 	
      It shall allow the Concessionaires or its representatives
      duly authorized in writing, at their exclusive risk and for their
      exclusive cost, to have access to the Lots at all reasonable times and to
      all records and reports, if any, which Hemis may prepare in relation to
      the works executed in or with respect to the Lots;

	 	 
	3. 	
      It shall execute all of its works in or related to the
      Lots in a careful manner, pursuant to mining standards and subject to all
      applicable federal, state and local laws, rules, orders and regulations
      and Hemis shall indemnify and maintain the Concessionaires free and exempt
      of any claims, lawsuits, demands, losses and expenses, including those
      related to environmental issues, but without limitation, filed against the
      Concessionaires as a result of the works performed by Hemis or as a result
      of any action or thing executed or omitted (that should have been
      executed) by Hemis in or in relation to the Lots;

	 	 
	4. 	
      It shall maintain the Lots current as regards the
      compliance of the obligations set forth by the Mining Law and its
      Regulation and shall take any other actions related with the compliance of
      this obligation;

	 	 
	5. 	
      If Hemis were not to sign the reports evidencing works
      and mining activities performed by Hemis in any of the Lots, it shall send
      or deliver them to the Concessionaires, so that the latter may sign
      them;

	 	 
	6. 	
      Within a 20 (twenty) calendar day term following the end
      of each calendar month, Hemis shall send or deliver to the
      Concessionaires, a report for the drilling activities performed during the
      immediately prior month, stating the meters that have been drilled and the
      grades or the ores found during such drilling
activities.



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  Page 18











FIFTH. CLAIMS AGAINST HEMIS.


If the Concessionaires consider that Hemis has not complied any of its obligations it acquires hereunder, the Concessionaires shall notify Hemis in writing, informing it that it has 30 (thirty) calendar days to start curing the noncompliance or to
demonstrate to the Concessionaires that it has not failed to comply, after which period, in case the noncompliance has not been or begun to be cured, or if Hemis had not proven to the Concessionaires that it did not fail to comply, the Option and
this agreement shall be deemed automatically terminated and without any legal effect, without further liability for Hemis that those set forth in numeral 8 (eight) of the second clause. The notice of noncompliance shall be sufficiently
circumstantiated so that Hemis may be able to take the applicable corrective measures, according to the nature of the alleged noncompliance. 


The Concessionaires may not demand, take or petition for any other legal measure against Hemis without previously proceeding as set forth in the foregoing paragraph. As of now, the parties agree that the Concessionaires shall have to exhaust the
mechanism set forth in the foregoing paragraph, so that for all legal effects, this fact may be deemed a necessary prerequisite for any action or any other type of measure or legal petition attempted or filed by the Concessionaires against Hemis to
be lawful. 


SIXTH. AREA OF INTEREST. 

	
1. 		
If during the Term of the Option, the Concessionaires or any of them, by any title, acquires any mining concession, any mining rights, any underground water extraction and exploitation rights, or any right for the exploitation of
surface water or rights to use or of access (or both) to surface land (all of these concessions and all those rights, hereinafter, shall be referred to as “the Additional Rights”) with respect to mining lots or water sources fully or
partly located within a 5 (five) kilometer area, as of the outside bounds of any of the Lots, they shall inform Hemis thereof in writing within a 15 (fifteen) calendar day term following the date on which said fact occurs, delivering or sending
simultaneously, the entire information related to these Additional Rights.

	
	 	 
	
2. 		
Hemis shall have a 30 (thirty) calendar day term as of the date on which Hemis’ reception of the information related to the Additional Rights referred to in the foregoing numeral, produces legal effects, so it may decide
whether or not it wishes that the Additional Rights (or part thereof) automatically become part of this agreement and, therefore, to be

	


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  Page 19












		
understood as subject to the Option and the remaining stipulations thereof.

	
	 	 
	
3. 		
Hemis shall not pay any of the Concessionaires or any other person, any additional sum whatsoever, nor comply any additional obligation whatsoever or other than those expressly agreed herein, if it decides that the Additional
Rights (or part thereof) should be subject to this agreement, but Hemis shall reimburse the Concessionaires for the amounts these have certifyingly paid to acquire the Additional Rights (or the portion thereof subject to the Option and this
agreement through Hemis’ decision), against a duly filled out invoice for all tax purpose, delivered to Hemis by the Concessionaires.

	



SEVENTH. ACTS OF GOD OR CASE OF FORCE MAJEURE.

 The term to comply the obligations acquired by Hemis pursuant
  to this agreement, the Term of the Option and the duration hereof, shall be
  and shall be kept suspended for the entire duration of any act of God or case
  of force majeure, without it being understood that due to this reason, Hemis
  has failed to comply said obligations, or that it has decided not to exercise
  the Option, or that its has breached this agreement. For the purposes of this
  subsection, the following, by way of illustration, constitute, respectively,
  acts of God or cases of force majeure: strikes, blockades, closing or obstacles
  on roads, lockouts, taking over of facilities, offices, or other properties
  belonging to Hemis or its contractors or their subcontractors; protests, demonstrations,
  or any other types of actions by environmentalist groups or persons, or non
  governmental organizations or Indian or ethnic groups or persons; expropriations,
  confiscation or take over of properties ordered and executed by any governmental
  authority of any level or jurisdiction; laws, regulations, decrees, orders to
  suspend activities or closing or any other types of governmental acts; sentences;
  delays or inability to obtain any license, permit, permission, authorization,
  consent, right of access or way; prohibition to export ores decreed by the Mexican
  government, decree of ruinous taxes or contributions or non- tariff measures
  that may make the export of ores non-profitable, at the exclusive opinion of
  Hemis; insurmountable inability or difficulty, at Hemis’ entire opinion,
  to enter or exit any of the surface lands where the Lots are located, and other
  events of a similar or analogous nature. The term for the compliance of the
  obligations acquired by Hemis hereunder, the Term of the Option and the term
  hereof can be automatically extended for an equal period of time as that of
  the cause for the suspension stipulated herein, without detriment of Hemis’
  right to terminate it in advance. No act of God or case of force majeure shall
  exempt Hemis from its obligation to pay the mining right 

___________

  Page 20











for the Concessions, all of it during the Term of the Option, unless one or some of these obligations can not be complied because said rights can not or have not been received by the banks, authorities, institutions or agencies that should receive
them, or because it was impossible to pay them due to some cause, reason, or circumstance not attributable to Hemis.


Hemis shall not have the obligation to negotiate or to deal with persons, groups, organizations or authorities that cause the events set forth in this clause, nor the obligation to challenge the acts of state or government or authority which also
constitute the act of force majeure, pursuant to this clause. 


EIGHTH. ASSIGNMENT OF RIGHTS AND OBLIGATIONS AND FURNISHING A GUARANTY.

	
1. 		
As of now, the Concessionaires irrevocably authorize Hemis to assign some or all its rights and obligations resulting hereof, without there being any need for an additional covenant or consent, without any further obligation for
Hemis than to inform the Concessionaires, within a 30 (thirty) calendar day term following the date on which the assignment has taken place, of (i) the name or corporate name of the assignee; (ii) the date of the assignment; (iii)
the business address of the assignee; and (iv) the name of the assignee’s representatives with which the Concessionaires shall deal regarding everything related to said assignment. The assignment referred to in this subsection, shall
fully (in case of a total assignment) or partly (in case of a partial assignment) release Hemis from the obligations it assumes hereunder.

	
	 	 
	
2. 		
The Concessionaires shall only assign some or all their rights and obligations resulting hereunder, if they have Hemis’ prior, express, written authorization.

	
	 	 
	
3. 		
Hemis may provide this agreement and the rights resulting thereof, as guaranty and for such purpose, no additional consent or permission shall be required from the Concessionaires or the Quirós or Burgos Spouses, or from
any other person.

	



NINTH. TERMINATION.

	
1. 		
The Option and this agreement shall be deemed automatically terminated, once any of the following hypothesis have been put into effect: (i) the effects produced by a notice of nor exercising the Option or advance

	


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  Page 21












		
termination hereof, delivered or sent by Hemis to the Concessionaires to the addresses set forth by these in the twelfth clause; (ii) by putting into effect the hypothesis of termination set forth in numeral 9 (nine) of the
second clause hereof; and (iii) at the formalization of the Final Agreement (in which case, only the provisions hereof which commit the parties to indemnify and compensate each other and others imposing obligations to the parties, pending
compliance at the time of said formalization).

	
	 	 
	
2. 		
Within a 180 (one hundred and eighty) calendar day term following the date of termination of the Option and this agreement by putting into effect of any of the hypothesis set forth in subsections (i) (one) and (ii) two of the
foregoing numeral of this clause, Hemis shall withdraw all its facilities, machinery, equipment, and other properties owned by Hemis and whomever has worked for it that were still in the Lots, with the exception of those facilities that should
remain thereon pursuant to the Mining Law and its Regulation. The property not withdrawn by Hemis from the Lots within the term set forth herein, shall become property of the Concessionaires, which shall not have to pay these to Hemis, unless Hemis
had been unable to remove them due to acts of God or an event of force majeure or due to acts or omissions attributable to any of the Concessionaires or persons acting for or by instructions of any of the Concessionaires.

	



TENTH. CONFIDENTIALITY.


The parties shall maintain the contents and the execution hereof in absolute confidentiality and shall cause their shareholders, directors, officers, legal representatives, employees and other persons related thereto, maintain it in strict
confidentiality, unless they have to disclose it (i) to stock exchange, tax, administrative or judicial authorities or officials, pursuant to the law; (ii) to banks or other financial entities interested in financing the exploration
works and other works Hemis is entitled to perform hereunder; (iii) to third parties in good faith, interested in acquiring Hemis’ rights and obligations resulting hereunder; (iv) the general public pursuant to the laws and
regulations that govern the placement or sale of shares or securities in Mexican of foreign securities markets; and (v) accountants and consultants of the parties, subject to that which has been agreed to in this clause. 


ELEVENTH. MARITAL CONSENT.

 At Hemis’ express request in this sense, the Quirós
  and Burgos Spouses, respectively grant their irrevocable and unconditional consent
  and 

___________

  Page 22






authorization to the Burgos and Quirós Concessionaires, (i)
so that they may bind themselves hereunder; (ii) so that they may
bind themselves pursuant to the terms of the Final Agreement; (iii) so
that, together with Hemis, they may modify as many times as they deem
convenient, this agreement, as well as the Final Agreement, without there being
any need for the Burgos and Quirós Concessionaires to have a different or new
consent or authorization, respectively from the Quirós and Burgos Spouses. 

TWELFTH. DOMICILES FOR NOTICES, COMMUNICATIONS AND
NOTIFICATIONS.

All notices, notifications or communications that are or should
be given in relation to this agreement, shall be delivered, made or sent in
writing, to the following domiciles: 

	1. 	
      If to the Careaga Concessionaire:



Callejón 5 de Mayo 25 
Entre Pedro
Moreno y Ejido 
Villa de Seris 
Hermosillo, Sonora 83290

	2. 	
      If to the Quirós Concessionaire:



Sierra Murrieta 115 
Colonia Loma
Linda 
Hermosillo, Sonora 83150

	3. 	
      If to the Burgos Concessionaire:



Sierra Murrieta 140 
Colonia Loma
Linda 
Hermosillo, Sonora 83150

	4. 	
      If to Hemis:



Bulevar Miguel Hidalgo 64
 Colonia
Centenario 
Hermosillo, Sonora 83260

Attention: Eduardo Robles Elías

___________

  Page 23 




Unless this agreement states anything to the contrary, notices
and communications shall be deemed effective on the business day immediately
following that in which they have been certifyingly received at the respective
domiciles set forth above, notwithstanding if they are actually and effectively
received by the addressee. In case mail were used, the notices and
communications shall always be sent by certified mail, return receipt requested.


Notices, notifications or communications may be delivered or
made to whomever they are addressed, at any place in which the addressee or his
attorney in fact or representative with sufficient legal capacity is located,
although it may not be the domicile set forth in this clause and notices,
notifications, or communications thus delivered shall have the same value as if
delivered at the domicile set forth in this clause. 

Judicial summons shall be served at the place and shall be
deemed effective when and where and under the conditions set forth in the law.


While the parties do not establish domiciles other than those
set forth in this clause, notices, notifications and communications given, made
or sent by them respectively to the domiciles set forth in this clause, shall
take full effect, although effectively and actually they may no longer have the
domiciles set forth herein. Notices of change of domicile shall become effective
as of the fifteenth calendar day following the date on which they come into
effect pursuant to this clause. Any new domicile set forth for the purposes of
this clause shall be located in the State of Sonora and shall be precise as
regards the street, street number, letter or number of apartment or suite (in a
given case), city area or urban development, city and zip code. 

THIRTEENTH. OTHER STIPULATIONS.

	1. 	
      Whenever this agreement refers to business or holidays,
      it shall be understood that it refers to those days deemed as such by the
      Mexican Federal Labor Law.

	 	 
	2. 	
      This agreement substitutes, cancels, supersedes, and
      annuls any other covenants, letters of agreement, contracts, letters of
      intent, proposals and agreements of any other nature, which, in a given
      case, have been entered into by the parties or sent or delivered to any of
      the parties in relation to the subject hereof, on a date prior to the Date
      of Execution.



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  Page 24











	
3. 		
All the obligations and commitments assumed by the parties are exclusively contained and comprised in this agreement. There are no verbal agreements or understandings prior or contemporary to the execution hereof that bind the
parties in any way whatsoever.

	
	 	 
	
4. 		
No modification, reform or addition hereto shall be binding or enforceable coactively if it has not been set forth in writing and if it is not executed by both parties.

	
	 	 
	
5. 		
The sole purpose of the titles or headings used in this agreement is to facilitate reading it, but do not determine, affect, restrict or extend the scope of the tights and obligations resulting from this meeting of the wills.

	



FOURTEENTH. CONTROVERSIES OR DIFFERENCES AND APPLICABLE LAW.

	
1. 		
The parties subject to the jurisdiction and competence of the courts of Hermosillo, Sonora, so that these may know and resolve on any legal action, measure or petition whose direct or indirect cause is this agreement, including
those related to its existence, validity, interpretation and compliance, and clearly, expressly and precisely waive the jurisdiction and competence of other judges or courts that could correspond to them due to their domiciles, main place of
business, minimum or preponderant contacts, territory, or any other present or future reason, causes, or circumstances.

	
	 	 
	
2. 		
Mexican law shall govern all disputes that may arise in relation to the existence, validity, interpretation and compliance hereof and the parties’ obligations and responsibilities, including its compulsory enforcement, with
the exception of the norms of said law that subject this agreement to the jurisdiction and competence of courts other than those specified in the immediate foregoing numeral.

	


 After having been informed of the legal scope and content
  hereof, the parties execute this agreement in full consent and make it binding
  upon the parties in all legal respects, in five counterparts, each of which
  shall be deemed an original and shall have the same value and force, in Hermosillo,
  Sonora, on December 31st (thirty first), 2005 (two thousand and five).

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  Page 25






_______________________________
Loreto Careaga Galaz Widow
Rascón, 
as owner of 50% of the El Tigre Lot

________________________
Rosa María Burgos Robles,

as owner of 50% of the El Tigre Lot and 
to give her unconditional and
irrevocable consent to José Quirós Soto

_______________
José Quiroz Soto,
As owner of 100%
of the Porvenir Lot and 
to give his unconditional and irrevocable consent to
Rosa María Burgos Robles

___________________

  Hemis Gold S.A. de C.V., 

  represented by Eduardo Robles Elías

 

 

 

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  Page 26