EXHIBIT 10.8.1

         MEMORANDUM OF UNDERSTANDING FOR ACCESS AND USE OF THE "BRANCA
                       DE NEVE" AREA AND OTHER AGREEMENTS

By  this  private  instrument  signed  between the parties, on the one side: (A)
CLAUDINEI  ANTUNES  DE  LIMA, Brazilian, married, aeronaut, bearing the Identity
Card  no.  1142360/9/SSP-MT  and  enrolled in the Individual Taxpayer's Register
under  no.  063.721.762-91,  with address at Avenida Getulio Vargas, 77, Centro,
Itaituba, Para, and his spouse JOSEANE SOUSA ARAUJO, Brazilian, married, bearing
the  Identity  Card  no.______________ and enrolled in the Individual Taxpayer's
Register  under  no.  ____________________,  with  the  same  address  as above,
hereinafter  referred  to  as  "NEI",  and  on  the  other side, (B) AURORA GOLD
MINERACAO  LTDA,  a  company  registered with CNPJ under no. 07.763.340/0001-50,
with  its  Office  at Av. das Americas, 700, Bloco 8, Lja 215 A, parte, Barra da
Tijuca,  CEP  22640-100,  Rio  de  Janeiro,  RJ, in this act represented by Luis
Mauricio  Ferraiuoli  Azevedo,  Brazilian,  born  in Campos, RJ, single, lawyer,
registered  in  the  Brazilian Bar Association under no. 80.412/RJ and at CPF/MF
under  no.  753.468.697-00, with office at Av. Americas 700, Bloco 8, Lja 215 A,
parte,  Barra  da Tijuca, CEP 22640-100, in the City of Rio de Janeiro, State of
Rio  de  Janeiro,  hereinafter referred to as "AURORA"; when jointly hereinafter
referred  to  as  the  Parties,  have  agreed  that:

WHEREAS:

A  -  AURORA is the holder of mineral rights represented by the Process from the
National  Department  of  Mineral  Production (DNPM) NO. 850.118/06, hereinafter
referred  to  as  "Mineral  Rights",  which  covers  an  area which includes the
location  known  as  "BRANCA  DE  NEVE",  as  shown  in  Annex  "A"';

B  -  AURORA  signed  an  agreement to transform in research permits and then to
acquire  the  Garimpo  Piranhas, which is made up of Requests for Mining Permit,
processeses DNPM no. 855.892/96 to 856.289/96, with the title belonging to MARIA
TEREZA  BARBOSA  DA  SILVA,  Brazilian,  divorced,  businesswoman,  bearing  the
Identity  Card  No.  RG  3717073/SSPA,  and  duly  enrolled  in  the  Individual
Taxpayer's  Register  under  no. 110.808.762-00, with address at Av. Primeiro de
Maio,  n degrees 764, Bairro Hidraulica, Rio Grande, state of Rio Grande do Sul,
CEP  96202-000,  and  DNPM  no.  853.597/93  to  853.638/93,  for herself and as
executrix of the estate of SEBASTIAO BALBINO DE SOUZA, which covers also an area
which  includes  the  location  known as "BRANCA DE NEVE", as shown in Annex "A"
hereinafter  referred  to  as  "Additional  Mineral  Rights";

C  -  NEI  is  the  miner  occupier  and  occupant of the property named Fazenda
__________________  in  the  city  of __________________, State of ____________,
according  to  the  map  attached, Annex "B",  with same being entirely free and
unencumbered,  as  well  as  free of any judicial or extrajudicial issues and/or
administrative,  invasion  and conflict matters and other events, which property
covers  the  areas of the Mining  Rights and Additional Mining Rights, exploring
in  that  location  the  mine  named  Branca de Neve, hereinafter referred to as
"PROPERTY";

D  -  AURORA  is  interested in carrying out researches and in future mining the
areas  of  the Mineral Rights and the Additional Mineral Rights, and in order to
guarantee  the  access  to  such  areas,  intends to sign a formal agreement for
access  and  eventually  occupation  and  exploration  with  NEI  of the mineral
resources  existing  therein  in the PROPERTY with the condition of exclusivity;

The  Parties  agree  irrevocably, for themselves and their heirs and successors,
the  following:


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1.   MINERAL  RIGHTS  AND  ADDITIONAL  MINERAL  RIGHTS

     1.1.     NEI  hereby  grants to AURORA irrevocable rights to represent them
before  the  DNPM,  exclusively with regards to the PROPERTY and with regards to
the  processes  relating  to  the  Mineral Rights and Additional Mineral Rights,
under  the  terms  of  the  attached  Power  of  Attorney  (Annex  "C").

     1.2.      NEI  undertakes  to assist AURORA in everything that is necessary
to  clear  any  possible  outstanding  issues  or irregularities which may exist
regarding  the  PROPERTY  and  the Mineral Rights and Additional Mineral Rights.

     1.3.     NEI  undertakes  not to interfere or take any steps with regard to
the  Mineral  Rights  and  Additional  Mineral  Rights,  unless specifically and
formally  requested  by  AURORA,  as  indicated  in  sub-clause  1.4.

     1.4.     NEI  undertakes  to  transfer  without  onus to AURORA all mineral
rights which at any time are or come to be held by him, or by any company and/or
cooperative in which he has a share, where its area superimposes, in whole or in
part,  the  PROPERTY  and  the  Mineral Rights and Additional Mineral Rights, or
located  in  the  area  of  interest,  thus understood as being any area located
within  a  radius  of  10 km (ten kilometers) from the external perimeter of the
area  referred  to  in  the  object description which is an integral part of the
Mineral  Rights  and  Additional  Mineral  Rights.

2.   ACCESS  AND  USE  OF THE AREAS OF THE MINERAL RIGHTS AND ADDITIONAL MINERAL
     RIGHTS

2.1     NEI  undertakes  and  is  obliged to allow AURORA access to the PROPERTY
referred  to  in the Mineral Rights and Additional Mineral Rights, as well as to
assist  AURORA  to  sign  agreements  which  allow  such  access  with  possible
occupants,  occupiers  and/or  surface  occupants  of  such  areas.

2.2     AURORA,  by  virtue of this agreement regarding the PROPERTY, undertakes
to pay NEI, provided it holds free and unrestricted access to the Mineral Rights
and  Additional  Mineral  Rights  which  he  declares as of his property with no
pending  issues,  the  following  amounts:

     (i)     During  36 (thirty-six) months AURORA shall pay NEI the half-yearly
sum  of  R$35,000.00  (fifteen  thousand reals) while AURORA's mining activities
take  place  in  the  PROPERTY which he declared as his property and possession;

     (ii)     At the end of the 36 (thirty-six) months period, if AURORA decides
to maintain the mineral activities in NEI's PROPERTY, it shall pay him the final
and total amount of R$500,000.00 (five hundred thousand reals) in order to carry
out  in  an  indefinite manner and without limitations the mineral activities in
the  PROPERTY;  and  if AURORA so opts, NEI shall transfer, assign or alienate a
total  of  up to 2000ha of the PROPERTY either by way of alienation of the title
to  the  property  or  the  right  to  possession,  which he holds over the area
together  with  the  improvements  eventually  existing  therein,  without  any
additional onus, in order that AURORA may then install its eventual facility and
other  utilities  necessary  for its operations, which area shall be returned to
him  at  the end of the mining activities in the state as it will be found, with
which  hereby  he  accepts  and  agrees;  and


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<PAGE>
     (iii)     In  case  AURORA  carries out mining work in NEI's area, it shall
pay  him a royalty equivalent to 0.75% (zero point seventy-five per cent) of the
gross  sales  of  the  mineral  product  extracted from the areas of the Mineral
Rights  and  Additional  Mineral  Rights,  deducting  the  costs  related  with
transport,  insurance,  processing,  refining,  sale,  taxes  and  the Financial
Compensation  for  the Exploration of Mineral Resources (Cfem), and the royalty,
when due, shall be paid quarterly to the current account indicated by NEI by the
15th  (fifteenth)  day  of  the  month  subsequent  to the quarter in which such
royalty  is  assessed.

     (iv)     The  above-mentioned amounts include all and any payment which the
occupant  may have a right to by virtue of the mineral activities carried out by
AURORA  in  the area, such as rent for the occupation of the area, indemnity for
damages  caused  and/or  share  in  the  mining  results,  to which the occupant
renounce  irrevocably;

     (v)     AURORA  shall  assume  responsibility for the damages caused in the
area exclusively as a result of its activities, and it is hereby understood that
the  amounts  mentioned  in sub-items (i) to (iii) above already include any and
all  indemnity  owed to NEI for such damages, as well as rent for the occupation
of the area and participation in the results of the mining, if any, according to
articles  11,  line  "b",  and  27,  of  the  Mining  Act.

     (vi)     AURORA  shall  be  free from the obligation for the payment of the
amounts  indicated above in items (i) to (iii) if it is deprived from exercising
its  activities  or  blocked by thirty parties who are occupying the area and/or
exercising  mining activities, or AURORA may also negotiate directly such access
to  the areas which it is blocked from, including signing agreements which allow
such  access  with  possible occupants and/or occupiers of such areas, deducting
any  payment  made  from  the  amounts  indicated  in  above items (i) to (iii).

2.3     NEI  undertakes to make available to AURORA, in case it so wishes and at
the  market  value  for rent, purchase or hire, as soon as it is so requested by
AURORA,  the equipment existing in the area, the housing facilities and deposit,
and  the  local  labour.

     2.3.1     In  case  AURORA hires local labour to carry out any task, AURORA
shall  have  the option, at its sole and exclusive discretion, of paying for the
services  rendered  directly  to  the  parties  hired.

2.4     Once  the  condition covered by sub-clause 2.2 (ii) is met, NEI shall no
longer  be  able  to carry out mining activities in the PROPERTY even if they do
not  interfere  with or affect AURORA's activities, and as from the signature of
this  agreement and at the discretion of AURORA, its mineral research activities
shall  always  have  preference  and  shall  prevail  over  NEI's  activities:

     2.4.1     To  carry out activities in the PROPERTY, as mentioned above, NEI
     shall  put  in  order his activities immediately and in accordance with the
     applicable  legislation,  including  anything  relating  to  outstanding
     environmental  issues,  and  obtain  environmental licenses and comply with
     requirements,  present  to  the  DNPM  quantitative  information  regarding
     production  and  sale  relating to the previous year, and pay the Financial
     Compensation for the Exploration of Mineral Resources (Cfem), among others.

     2.4.2     Mining  activities  in  the  PROPERTY shall cease once the amount
referred  to  item  2.2  (ii)  is  fully  paid  up.

     2.4.3     NEI  shall  carry  out  his  activities in the PROPERTY in strict
compliance  with  all


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<PAGE>
the  legal  norms, including those of an environmental nature, and shall be held
responsible  solely  and  exclusively  for  any  environmental  damage  that his
activities  caused  or  may  cause,  and  hereby  exempts  AURORA  from  any
responsibility  for  such  damages.

     2.4.4     At  any time and at its sole and exclusive discretion, AURORA may
carry  out  inspections  of NEI's activities, independently of prior notice, for
the  purpose  of ascertaining that he is complying with his obligations. In case
AURORA  identifies  any  non-compliance  or  irregularities,  including  of  an
environmental  nature,  effectively  occurred  or  may potentially occur, it may
demand  from NEI that he adopts measures to mend such damages, giving a deadline
for  such  measures,  or  decide on the immediate suspension of such activities.

     2.4.5     Any expense that AURORA may incur relating to the steps mentioned
in  this agreement, which should have been taken or were not taken by NEI, shall
be  deducted  from  the  payments  mentioned  in  sub-clause  2.2.

     2.4.6     AURORA  may  also, at its discretion and as it deems fit, request
NEI  to  immediately  suspend  his  activities  in  the PROPERTY, and NEI hereby
undertakes  to  comply  with  AURORA's  determinations.

2.5     As  long  as  he is in the area, NEI undertakes to maintain the PROPERTY
under  his  possession,  not  transferring it to third parties, in good state of
maintenance, and to block the entry of invaders, land occupiers, miners or other
occupants  who are not already present therein on this date. Furthermore, NEI is
not  allowed to permit thirty parties from carrying out mining activities in the
area  and/or  from  using  the  facilities  and equipment existing in that area,
without  prior  and  express  agreement  from  AURORA.

3.   PURCHASE  OF  SHARE  IN  THE  MINE

     3.1.     NEI  hereby  grants  AURORA  irrevocably  the  exclusive option of
acquiring  at  any time his right to receive the equivalent to 0.75% (zero point
seventy-five  percent) of royalty from the gold of the mineral reserves that can
be economically mined as mentioned in sub-clause 2.2 (iii) above, for the amount
in  national  currency equivalent to $ 500,000.00 (five hundred thousand reals).

3.2     AURORA  may  exercise  its  option  referred  to in above sub-clause 3.1
independently  of  any  notification,  at  any  time  by  just  depositing  or
transferring  the  respective  sum  to  the  bank  account  indicated  by  NEI.

3.3     The  right to the purchase referred to in above item 3.1 is conferred in
an  irrevocable manner, on the joint production of all the mines which may exist
in  the  area  of the Additional Mineral Rights, as mentioned in sub-clause 3.1.

3.4     AURORA  may  compensate and deduct from any of the payments provided for
in  this  Clause  Three  the  amounts  which it may spend by virtue of debts and
pledges  which  may be collected from AURORA by a third party due to obligations
undertaken  by  NEI.

3.5     NEI hereby indicates that all payments that are due him by force of this
Agreement shall be made by bank transfer to the account of JOSEANE SOUSA ARAUJO,
account  no.  0020431-5,  Branch 759-5, Banco Bradesco, for which he shall grant
AURORA  total  acquittance.

     3.5.1     Any  change  of  bank,  branch,  its  address, or current account
number,  shall  be


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<PAGE>
promptly notified by NEI to AURORA, and no responsibility shall be attributed to
AURORA  for  mismatched  payment  or  delay  of  payment  due  to  lack  of such
communication.

     3.5.2     If  AURORA, when wanting to exercise the right of option provided
herein,  is  blocked from affecting the deposit or bank transfer due to the fact
that  the current account indicated above by NEI no longer exists, the option in
question  shall  be  considered  as  adequately  exercised.


3.6     In  case  AURORA  does  effect  payment  of  the  amounts  mentioned  in
sub-clause  2.2 items (i), (ii) and (iii) within the deadlines mentioned in this
Agreement,  NEI  shall  notify  AURORA  so  that  it  arranges payment within 30
(thirty)  days  from  the  receipt  of  the  notification.

     3.6.1     In  case  AURORA  does  not  effect the pending payment within 30
(thirty)  days,  under  the  terms of this sub-clause 3.6, NEI may consider this
agreement  as  rescinded.


4.   DECLARATIONS  AND  GUARANTEES  OF  THE  ASSIGNOR

4.1     NEI  declares  and  guarantees  that:

     4.1.1     He  is  the  sole  and  legitimate  title  holder of the PROPERTY
involving  the  Mineral  Rights and the Additional Mineral Rights and on both he
has  powers  to  assign  the  respective rights and comply with their respective
obligations  under  the  terms  of  this  instrument.

     4.1.2     The  PROPERTY  involving  the  Mineral  Rights and the Additional
Mineral Rights was legally acquired and has been maintained valid and in regular
situation,  in  accordance  with  the  dispositions  provided  in the applicable
legislation,  and  is  free  and  clear  of  any  and  all  onus  or judicial or
extrajudicial  encumbrances,  claims  or  impugnation  of  any  nature by thirty
parties,  including  any  public  authority.

     4.1.3     The  PROPERTY  involving  the  Mineral  Rights and the Additional
Mineral Rights is valid and whole in its dimensions and is free and clear of any
taxes  and  duties,  including  the  farm  reform  tax,  and there is no pending
irregularity  or  infraction  charge  against  it.

     4.1.4     He  assumes all and any responsibility on the PEOPERTY, involving
the  Mineral  Rights  and  the  Additional Mineral Rights resulting from acts or
facts  which  they  caused  or are related to them, including but not limited to
environmental,  labour  and third party liabilities, including those relating to
future  demands.  NEI  further  undertakes  to  reimburse AURORA in case this is
required  to incur expenses or charges as a result of such liabilities, in which
cases AURORA shall be allowed to compensate such expenses and charges and deduct
them  from  future  payments  which  may  be  due to NEI under the terms of this
Agreement.

     4.1.5     There  are  no  agreements or instruments signed by NEI which may
negatively  affect  in  any  way  the  Mineral Rights and the Additional Mineral
Rights.

     4.1.6     He renounces expressly any payment, rent, indemnity, share in the
results  of  the mine or rights to royalty other than those provided for herein,
resulting from law or agreements, relating to assessment, research, development,
mining, processing, services, rights of access or passage, or those which may be
developed  in  the area of the Mineral Rights and the Additional Mineral Rights.


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<PAGE>
     4.1.7     He  shall  abstain  from  questioning,  administratively  or
judicially,  in any form and in any instance, the validity and regularity of the
Mineral  Rights,  the  Additional  Mineral  Rights belonging to AURORA or any of
their  previous  title  holders.

5.   DECLARATIONS  AND  GUARANTEES  OF  THE  PARTIES

5.1     The  Parties  declare  and  guarantee  that:

     5.1.1     This  Agreement is signed in an irrevocable manner, for all legal
purposes,  and the terms therein are applied also to the heirs and successors of
the  parties.

     5.1.2     The content of this Agreement as well as all information and data
related  to  its  execution are strictly confidential and considered property of
AURORA,  therefore NEI shall not publish, divulge or make any public declaration
or  to  third  parties  anything  relating to this contract or to the activities
contemplated  therein,  without  the  prior agreement from AURORA, including the
case  where  the information requested is by virtue of the law or by a competent
authority.

     5.1.3     This  Agreement  represents  the whole and complete understanding
between  the  Parties,  and  supersedes  any  and  all  adjustment, agreement or
contract  prior  to  he  current  one.

     5.1.4     This  Agreement  as  well  as  its  Annexes,  has the force of an
extrajudicial executive title, subject to specific execution, under the terms of
article  639  of  the  Civil  Procedure  Code.

     5.1.5     Whenever  necessary,  the  Parties  shall  take  steps,  supply
information  and  additional documentation, as well as formalize the instruments
required  or convenient for the implementation and execution of the purposes and
conditions  established  in  this  Agreement.

6.   NOTIFICATIONS

6.1     All notifications related to this Agreement or documents which should be
transmitted between the Parties shall be made in writing and shall be considered
effectively  delivered:  (i) on the receipt date, by means of a receipt from the
Party to be notified, with the addresses to be used being those indicated in the
introduction  of  this Agreement; or (ii) on the next business day after the fax
transmission  date to the Party to be notified, with the fax transmissions to be
made  to  the following numbers: (a) for AURORA: (21) 21328106; and (b) for NEI:
(93)  3518  6505

7.   ASSIGNMENT

7.1     NEI  may  not  assign or transfer to thirty parties any of his rights or
obligations  deriving  from  this  Agreement, specially the payments which he is
entitled  to  under  the  above  terms.

7.2     AURORA  may  at its sole and exclusive discretion and independently from
authorization,  assign and transfer to thirty parties its rights and obligations
deriving  from  this  Agreement  provided  there  is  a subrogation to the third
assignee  of  such  rights  and  obligations.

8.   ANTECIPATED  RESCISSION  OF  THE  AGREEMENT

8.1     AURORA  shall  have the right, by means of a notice addressed to NEI, to
denounce  this  agreement and consider it terminated wholly or partly, if at its
exclusive  discretion the results of the geological assessment, even if partial,
indicate  the  non-existence or insufficiency of gold reserves that may be mined
on  an  industrial  scale.  In  this  case,  the  agreement  shall  be  deemed


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<PAGE>
immediately as rescinded, and the parties are freed from the undertakings yet to
be  due,  which  they reciprocally undertook under the terms of this instrument,
without  any  of  the parties being entitled to any indemnity or compensation of
any  nature  by  virtue  of  the  rescission  thus  taking  place.

8.2  Still  in  this  case,  AURORA:

a)  Shall  not be entitled to the reimbursement of any amount previously paid to
NEI  or  spent  in  costing  the  research  works;
b)  Is  exempted  from  effecting  any  payment  yet  due,
c)  Shall  withdraw from the locations, returning same in the state there are to
NEI;

9.   ARBITRATION

9.1     The  Parties  elect  the  main court of the capital of Rio de Janeiro to
solve  any  controversy  between  them  resulting  from  this  Agreement, to the
exclusion  of  any  other  court.

IN  WITNESS  WHEREOF,  the  parties  execute  this  instrument  in  3  (three)
counterparts  of  identical  tenor  and  form,  in the presence of the witnesses
below.

                         Rio de Janeiro, April 11, 2006


CLAUDINEI ANTUNES DE LIMA                                   JOSEANE SOUSA ARAUJO

                           AURORA GOLD MINERACAO LTDA

Witnesses:

1.__________________________
Name:
ID  Card  No.:
CPF  no.:

2.__________________________
Name:
ID  Card  No.:
CPF  no.:


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<PAGE>
                                POWER OF ATTORNEY

With  this  Power  of  Attorney,  CLAUDINEI ANTUNES DE LIMA, Brazilian, married,
aeronaut,  bearing  the  Identity  Card no. 1142360/9/SSP-MT and enrolled in the
Individual Taxpayer's Register under no. 063.721.762-91, with address at Avenida
Getulio  Vargas 77, Centro, Itaituba, Par , and his spouse JOSEANE SOUSA ARAUJO,
Brazilian,  married,  bearing the Identity Card no._________ and enrolled in the
Individual  Taxpayer's  Register  under  no. _________, with the same address as
above, hereinafter referred to as the PRINCIPALS, appoint with ample and general
powers  LUIS  MAURICIO  FERRAIUOLI  DE  AZEVEDO,  Brazilian,  single,  lawyer,
registered at the Brazilian Bar Association (RJ) under no. 80412 and enrolled in
the  Individual  Taxpayer's Register under no. 753.468.697-00 and IANE P. ROCHA,
Brazilian, single, lawyer, registered at the Brazilian Bar Association under no.
126.000,  with  address  at  AV.  AMERICAS  700, BLOCO 8 , LJA 215(a) , BARRA DA
TIJUCA,  RJ:  Regarding  the  property  name  Fazenda
_________________________________  in  the  city  of  _______________,  State of
____________, who may jointly or severally and with regard to the mineral rights
under  DNPM  (National  Department  of  Mineral  Production)  no.  850.118/06,
855.892/96  to  856.289/96,  and  853.597/93  to  853.638/93  approve  mineral
researches,  sign  agreements  for  access,  indemnity  and  rent,  conferring,
transferring and assigning, wholly or partly, those rights and therefore signing
an  "AGREEMENT  FOR ACCESS, INDEMNITY AND RENT", signing same in the name of the
PRINCIPALS; all of which for the purpose of putting in order the above-mentioned
mineral  rights, maintaining them always in good conditions, and also act before
the  DNPM,  the  Ministry  of  Mines  and  Energy,  the  Brazilian  Institute of
Environmental and Renewable Natural Resources (Ibama), SECTAM and other agencies
of  the  Federal,  State  and Municipal Public Administration, and the Courts in
general,  look  up  files  and  processes,  apply for and withdraw certificates,
surrender  or  renounce,  apply  for filing, appeal and also appoint attorney to
whom  may  be conferred powers of the "ad judicia" clause and sub-establish this
instrument, with or without reserve of powers, wholly or partly, with this power
of  attorney given in an irrevocable manner, and all for the good compliance and
performance  for  which  it  is  being  drawn  up.

                         Rio de Janeiro, April 11, 2006


CLAUDINEI ANTUNES DE LIMA                                   JOSEANE SOUSA ARAUJO

                           AURORA GOLD MINERACAO LTDA.


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