EXHIBIT 10.9.1

                           MEMORANDUM OF UNDERSTANDING

By  this  present  Agreement  entered  into  by,  on  the  one  side,

AURORA  GOLD  MINERACAO  LTDA,  a company with its Office at Av. das Americas, n
degrees  700, bloco 8, lj. 215-A, parte, CEP: 22640-100, Barra da Tijuca, Rio de
Janeiro, RJ, in this act represented by its attorney LUIS MAURICIO FERRAIUOLI DE
AZEVEDO,  Brazilian, single, lawyer, registered at the Brazilian Bar Association
(RJ)  under  no.  80412  and  registered  at  CPF/MF  under  no. 753.468.697-00,
hereinafter  referred  to  as  AURORA;  and  on  the  other:

ADONILDO  GONCALVES  LIMA,  Brazilian,  single,  bearer of ID card 27238/SSP/PA,
registered  at  CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n
degrees  17,  in Itaituba, PA, hereinafter referred to as 1ST LICENSEE; and MARY
COSTA  GOUVEIA,  Brazilian, single, self-employed, bearer of ID card no. 2253786
(2nd  original) SSP/PA, registered at CPF under o n degrees 394.447.242-04, with
address  at  Av.  Magalhaes  Barata,  n degrees 1089, Barbacena, PA, in this act
represented  by  ADONILDO  GONCALVES  LIMA, already qualified above, hereinafter
referred  to  as 2ND LICENSEE, and jointly hereinafter referred to as LICENSEES,
and  with  all  parties  hereby  named, when jointly, hereinafter referred to as
CONTRACTING  PARTIES.

OBJECT:  Hereinafter  referred  to as Garimpo do Bigode, made up of Applications
for  Mining  Permissions  according  to  the  list  below:

BLOCK  1  Applications  for  Mining Permissions held by ADONILDO GONCALVES LIMA,
DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97,
751.234/97,  751.235/97,  751.236/97,  751.237/97.

BLOCK  II Applications for Mining Permissions held by MARY COSTA GOUVEIA, DNPM n
degrees  755.311/97, 755.312/97, 755.313/97, 755.314/97, 755.315/97, 755.316/97,
755.317/97,  755.318/97,  755.319/97,  755.320/97,  755.323/97,  755.324/97,
755.327/97,  755.328/97,  755.329/97,  755.330/97,  755.331/97,  755.332/97,
755.335/97,  755.336/97,  755.337/97,  755.338/97,  755.339/97,  755.340/97,
755.342/97,  755.343/97,  755.346/97,  755.347/97,  755.348/97,  755.350/97,
755.351/97,  755.354/97,  755.355/97,  755.357/97,  755.358/97,  755.359/97,
755.360/97,  755.362/97,  755.363/97,  755.364/97,  755.365/97,  755.366/97,
755.367/97,  755.370/97,  755.371/97,  755.373/97,  755.374/97,  755.375/97,
755.376/97,  755.377/97,  755.378/97,  755.379/97,  755.380/97,  755.381/97,
755.382/97,  755.383/97,  755.384/97,  755.387/97,  755.390/97,  755.391/97,
755.394/97,  755.395/97,  755.398/97,  755.399/97,  755.402/97,  755.403/97,
755.406/97,  755.407/97,  755.411/97,  755.412/97,  755.414/97,  755.415/97,
755.416/97.

     A.   WHEREAS  the  LICENSEES  are  the  titleholders  of  certain  mineral
          rights located in the region of Garimpo do Bigode, in the Municipality
          of  Itaituba,  PA,  which  rights  refer  to  the  above-mentioned PLG
          Processes,  with assured priority, in two blocks with distinct titles,
          and  hereinafter  referred  to  as  GARIMPO.


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<PAGE>
     B.   WHEREAS  AURORA  wishes  to  explore  and  assess  the  gold potential
          and  have  an option to acquire title to the mineral rights of GARIMPO
          and  for  such purpose has been granted access to information gathered
          on  site by the LICENSEES, who agrees to this, with the knowledge that
          the  work  done  is  at  AURORA's  expense  and  risk.

     C.   WHEREAS  AURORA  has  the  necessary  technological and economic means
          to develop gold mineral reserves and carry out exploration work in the
          GARIMPO.

     D.   WHEREAS  the  CONTRACTING  PARTIES  wish  to  enter into and celebrate
          an  Agreement for the Assignment and Transfer of Mineral Rights of the
          GARIMPO, and for such purpose AURORA will appoint a person of trust to
          act  on  its  behalf  by  means of a specific agreement which model is
          hereto  attached as Annex A. In order to preserve the negotiation, the
          parties agree to execute this temporary "MEMORANDUM OF UNDERSTANDING",
          hereinafter  referred  to  as  "MOU",  and  having  as  its object the
          establishment of the rights and obligations of the CONTRACTING PARTIES
          among  themselves  and any third party. A definitive Agreement for the
          Assignment  and  Transfer of Mineral Rights shall be celebrated by the
          parties  at a later stage, following the terms and conditions outlined
          in  the  clauses  ahead.

     E.   WHEREAS  AURORA,  in  order  to  maintain  the  negotiations  and
          eventually  celebrate  a definitive agreement based on this MOU, shall
          submit  a  due  diligence  within  180  days.

Therefore, the CONTRACTING PARTIES have decided to enter into and celebrate this
MEMORANDUM  OF  UNDERSTANDING  which shall be subject to the following terms and
conditions:


1.   EVALUATION  AND  STATEMENT  OF  INTEREST

1.1  - In view of that specified in item B of this MOU, AURORA undertakes hereby
     to  pay  the  LICENSEES  the  sum of US$ 35,000.00 (thirty-five thousand US
     dollars)  as  a deposit to have the sole and exclusive right to duly and in
     detail  appraise  the  GARIMPO.

1.2  - The payment  of  the  DEPOSIT  shall  be effected within five days of the
     signing  of  this  MOU,  with  the  signing  of this instrument as proof of
     payment, while the subsequent payments shall be made through a bank deposit
     in  favour of ADONILDO GONCALVES LIMA, current account with Banco Bradesco,
     account  n  degrees  4211-0,  at  Branch  n  degrees 0759-5, in the city of
     Itaituba,  which  the  LICENSEES  indicate  to  AURORA.

1.3  - The LICENSEES,  as  from  the date of the execution hereof and within 180
     (one  hundred and eighty) days, undertake not to assign, transfer, encumber
     or  lien  the  mineral  rights comprised in the GARIMPO, which information,
     according  to  the terms and conditions set forth in this instrument, shall
     be  made  available  to  AURORA  to


                                        2
<PAGE>
     inspect  and  examine  all  and  any data it might have access to in regard
     to  GARIMPO. During this period, AURORA shall make site visits, examine the
     data  and,  if  so  decides, may exercise its option to acquire GARIMPO. In
     case  AURORA  decides  to  exercise its option to acquire GARIMPO, it shall
     notify  the  LICENSEES  of its decision at least five (5) days prior to the
     expiration  of  the  above-mentioned  period.


2    ASSIGNMENT  AND  TRANSFER  OPTION  OF  MINERAL  RIGHTS

2.1  - In accordance  with  item  1.3.  of  this MOU, having AURORA notified the
     LICENSEES  of its interest to acquire the GARIMPO, the parties hereby shall
     celebrate  within  5  days  an Agreement for the Assignment and Transfer of
     Rights  and Other Covenants, which shall establish and govern the terms and
     conditions  of  the transfers, as well as to register such agreement before
     the  DNPM,  provided  it  agrees  to pay as price for the assignment of the
     mineral  rights  and  the  possession  rights,  the  amounts established as
     follows:

<TABLE>
<CAPTION>
          Payment US$       Date
<S>  <C>                    <C>
I                   60,000  30.10.2006
II                 *80,000  12 months after the payment provided for in item I
III               **90,000  24 months after the payment provided for in item I
IV                 100,000  36 months after the payment provided for in item I
V                1,000,000  48 months after the payment provided for in item I

Total US$     1,330,000.00
<FN>

* The payment of this instalment and others shall be made provided registration
of the transfer of rights in question has been made.
** The payment of this instalment and others shall be made provided survey
authorization for the mineral rights in question has been obtained.
</TABLE>

2.1.1     In  addition  to the price herein established, AURORA shall pay to the
          LICENSEES  a  monthly  participation  in  the  mining  results  which
          might  be  obtained  in  any of the mineral rights in the GARIMPO in a
          amount  equivalent  to  0.75% (zero point seventy-five percent) of the
          monthly  net  results  of  the  primary  gold production in any of the
          mineral  rights  in  object,  as  defined  below  in  item  2.1.2.

2.1.2     The  participation  in  the  mining  results shall be paid by the 10th
          (tenth)  business  day  of  the  month  subsequent  to  the production
          month,  and  the  payment  shall  be  made  through  a bank deposit as
          stipulated  by  the  1ST  LICENSEE.

2.1.3     For  the  purposes  specified  above,  the production net result shall
          correspond  to  the  value  of  the  gross revenue AURORA obtains from
          the  sale  of  the  gold  produced  by AURORA and originating from the
          GARIMPO, being deducted the values corresponding to (i) transportation
          cost  from the mine to the refinery; (ii) refining cost; (iii) any and
          all  direct  taxes  of  any  nature  incurring  upon  the


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<PAGE>
          commercialization  of  the  gold;  and  (iv)  "financial compensation"
          as  provided  for  in  Law  7790  of  December  28,  1989.

2.1.4     AURORA  is  entitled  to  the  right  to  redeem  the  obligation  for
          participation  payment  in  the  mining  results  upon  payment,
          equivalent in local currency, of US$ 500,000.00 (five hundred thousand
          US  dollars).

2.2  The LICENSEES  agrees  to  transfer  the  mineral  rights  referring to the
     GARIMPO  immediately  upon  the interest by AURORA is confirmed and against
     payment  of  the  amount (I) indicated in item 2.1 and upon confirmation of
     its  priority.

2.3  The LICENSEES  shall, under the terms of this instrument, hereby and in the
     best  form  of  the  law,  permit  AURORA  to execute in the GARIMPO for an
     initial  period  of  6  (six)  months  as from the date of this MOU, and an
     additional  48  (forty-eight)  months  in  case  the  GARIMPO  is acquired,
     assessment work and geological survey which it deems necessary to ascertain
     the  existence  of  possible  primary  deposits  which  may be economically
     explored.  It  should be noted that during the geological assessment of the
     GARIMPO,  the LICENSEES may develop works therein provided that work in the
     said  mining  site  does  not  interfere with AURORA'S research activities.

2.4  Regarding  the  ownership,  the  LICENSEES declare to be the legitimate and
     sole  owner  of the areas comprising the GARIMPO, and therefore, the mining
     results, right to rental or any indemnifications are included in the prices
     established  in  clause 2.1. above. In case of absence of authorizations or
     eventual problems with access or title to the surface areas, these shall be
     resolved  by  the  LICENSEES,  and  in the absence of a solution, AURORA is
     authorized  to  resolve  such  matters  and  shall  deduct all and any cost
     incurred  from  the  values  due  to  the  LICENSEES.

2.5  For such  purpose,  the  LICENSEES  agree  to  the best of their ability to
     provide  AURORA  with  technical, legal and operational support, as well as
     undertake to endeavour their best efforts to give AURORA any information it
     might  have  access to with respect to the GARIMPO, and to take all actions
     necessary for the expeditious registration of the documents needed in order
     for  the Agreement to be implemented, with AURORA being responsible for the
     financial  expenses  incurred  to  obtain  such  results.

2.6  AURORA  may,  after  the  registration  of  the  assignment and transfer of
     rights,  transfer  to  any  third parties, in whole or in part, the mineral
     rights  granted  to it under this Agreement, provided there is an inclusion
     of  a  clause  in  this  regard.

2.7  At any  time,  AURORA shall be entitled to terminate the Agreement and drop
     the  GARIMPO project, by means of a notice, fax, cable or advice to the 1ST
     LICENSEE  to  this  effect,  being  henceforth  free of any and all payment
     commitments  yet  to  be  due.  If AURORA decides to exercise its option to
     terminate  the Agreement, it shall deliver to the LICENSEES in due course a
     detailed  technical  report  which  shall  include  all and any information
     gathered  to  date.


                                        4
<PAGE>
2.8  Each of  the  CONTRACTING  PARTIES  herein  shall be liable for any and all
     environmental  damages  resulting  from their activities carried out in the
     GARIMPO.  In  this  regard,  the  LICENSEES  are  responsible  for  the
     environmental  damages  caused  to  the  GARIMPO  up to the signing of this
     agreement.  In  case  of  non-compliance  of  such  obligations,  AURORA is
     authorized  to  provide  for eventual recovery work, deducting the expenses
     incurred  from  the  amounts  payable  as  indicated  in  above  item  2.1.

2.9  At any  time  during  the period of this MOU, AURORA may exercise the right
     referred to in clause 1.3 above, by means of an express notification to the
     LICENSEES  in  this  regard,  from which the transfer of the mineral rights
     shall be effected and the definitive agreement signed within 5 (five) days,
     and  for  this  purpose  the  LICENSEES  hereby  grant  powers  to  the
     representative of AURORA to enable him to submit the respective transfer to
     the  DNPM,  according  to  Annexes  B  and  C.

2.9.1.    According  to  the  provision  in  clause  1.3.1  above,  the payment
          indicated  in  item  I  shall  be  due  within 5 (five) days after the
          registration  of  the  transfer  of  the mineral rights by DNPM, or on
          30.10.2006,  whichever occurs first, and the subsequent payments shall
          be  due  every  12  (twelve)  months  from  the  previous  payment.


3.   CONFIDENTIALITY

3.1.  The terms of this Agreement as well as all and any technical and financial
information  referring to the GARIMPO constitute confidential information of the
CONTRACTING  PARTIES  and  shall not be disclosed, divulged or made known to any
third  party or published without previous written consent of the non-disclosing
party. Exception to the confidentiality obligation will be the case in which any
of  the CONTRACTING PARTIES needs to disclose said information as a result of it
being  linked  to  the  stock  market  and  disclosure  is  required  by  law.


4.   COMMUNICATION

4.1.  Any  notice  and  communication  related  to the GARIMPO shall be given in
writing  and  shall be deemed to be effectively given upon personal delivery, or
by  registered  letter or upon receipt of transmission by fax or cable, provided
there  is  an  acknowledgement  of  receipt.


5.   REPRESENTATIONS  AND  WARRANTIES

5.1.  Each  of  the  CONTRACTING  PARTIES herein represents and warrants to each
other  that:

          (a)  They have  the  power,  capacity  and  authority  to  enter  into
               and  perform  the  Agreement  and  all  transactions contemplated
               herein;


                                        5
<PAGE>
          (b)  There are  no  provisions  in  their  By-laws,  statutes  or
               agreements  of  which  they  are  a  party or object to which may
               prevent  the  celebration  and  execution  of  this  Agreement;
          (c)  The celebration  of  the  Agreement  will  not  result  in  a
               default  under  any  agreement or instrument to which the PARTIES
               are  a  party,  as well as will not infringe any applicable laws,
               regulations,  suits,  decree or rule which they might obey or any
               arrangement,  waiver,  or  agreement  of which there are a party;
          (d)  There are  no  pending  liabilities,  warranties,  pledge, or any
               other  obligations which might significantly in any way interfere
               with  the mineral rights object of the Agreement, and said rights
               are  free  and  clear  of  any  claims,  liens  or  encumbrances;
          (e)  In respect  of  item  2.1,  with  regard  to  the  mineral rights
               herein  referred, there are no contractual obligations in respect
               to  royalties,  finder's fee and/or any other contribution to any
               landowners,  occupiers  or  third  parties;
          (f)  There are  no  pending  environmental  liabilities.


6.   AMENDMENTS  AND  PREVIOUS  EVENTUAL  AGREEMENTS  AND  GENERAL  DISPOSITIONS

6.1.  This  MOU  represents  and comprises all the understanding and commitments
agreed  upon  amongst  the CONTRACTING PARTIES, and replaces or overlaps any and
all  previous agreements and negotiations, verbal or written, with regard to the
issues  herein  addressed.

6.2. By this MOU, the signatories, their successors and any authorized assignees
are  obliged  to  comply  with  the  terms  and  conditions  set  forth  herein.

6.3.  This  MOU  shall  not  be amended, in its parts or as a whole, except when
previously  agreed  amongst the parties, and provided that such changes are done
upon a written consent, executed and signed by the representative of each party.

6.4.  No  tolerance  by  any  of  the  CONTRACTING PARTIES with regard to future
non-compliance  of  this instrument shall constitute an amendment or novation of
the  conditions  agreed  upon  herein.

6.5. This MOU and its annexes, which after signed by the CONTRACTING PARTIES and
the witnesses will make an integral part of this instrument, represent the whole
agreement  entered  into  by  the  Parties,  and shall govern and regulate their
activities,  according  to  the  terms  and  conditions  set  forth  hereto.

6.6.  The  terms  set  forth  in  this agreement are valid and binding and shall
regulate  and  govern  the  business  amongst  the  CONTRACTING PARTIES, until a
definitive  Agreement  is  executed  which  is  expected  to  occur by 30.10.06.


                                        6
<PAGE>
6.7.  The  CONTRACTING  PARTIES  declare  and  warrant  that  they will grant an
extrajudicial,  executive power to this agreement, with full force, according to
the  terms  established  in item II, article 621 of the Code of Civil Procedure,
with  the  reading  given  in  Law  8953/94.

7.   GOVERNING  LAW  AND  DISPUTE  RESOLUTION

7.1.  This  agreement  shall  be  governed  by  the  laws  of  Brazil.

7.2.  The  Parties  hereby  agree  that  any  and  all dispute arising from this
agreement shall be resolved at the Main Court of the city of Rio de Janeiro, RJ,
with  the  waiver of any other, prevailing over any others. However, the parties
are  entitled  to  solve any dispute by means of arbitration at the court of the
city  of Rio de Janeiro, provided that they have reached this decision by mutual
agreement.

IN  WITNESS  WHEREOF,  the  parties  execute  this  instrument  in  3  (three)
counterparts  of  identical  tenor  and  form,  in the presence of the witnesses
below,  who  also  subscribe  this  instrument,  for  all  legal  effect.

                          Itaituba, PA, April 24, 2006


                           AURORA GOLD MINERACAO LTDA.


                             ADONILDO GONCALVES LIMA


                               MARY COSTA GOUVEIA
                           PP. ADONILDO GONCALVES LIMA


WITNESSES:
1)                                      2)
NAME:                                   NAME:
CPF:                                    CPF:


                                        7
<PAGE>
                                                                         ANNEX A

TO  THE  DIRECTOR  OF  THE  NATIONAL  DEPARTMENT  OF  MINERAL  PRODUCTION (DNPM)


DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97,
751.234/97,  751.235/97,  751.236/97,  751.237/97.


ADONILDO  GON  ALVES  LIMA,  Brazilian, single, bearer of ID card 27238/ SSP-PA,
registered  at  CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n
degrees  17, Itaituba, PA, hereinafter referred to as ASSIGNOR and XXXXXXXXXXXX,
hereinafter  referred  to  as  ASSIGNEE,  hereby inform and submit the following

On  20.10.06,  the  ASSIGNOR,  applicant  of the above-mentioned mineral rights,
executed  with  the  ASSIGNEE  an  "AGREEMENT  OF ASSIGNMENT OF MINERAL RIGHTS",
transferring  to the latter the aforesaid mineral rights, in accordance with the
document  submitted to this DNPM as per annex 1, and as such, the parties hereby
present  resolve  to  apply  for  the  filing  and  registry of the requests for
assignment  and  registration  of  the  transfer.


                                  As submitted
                            We request your approval.


                             Belem, October 20, 2006


                             ADONILDO GONCALVES LIMA

                                  XXXXXXXXXXXXX


                                        8
<PAGE>
      PRIVATE AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF MINERAL RIGHTS
                                  AS FOLLOWS:

By  this  private  agreement  and  as  prescribed  by law, the parties: ADONILDO
GONCALVES LIMA, Brazilian, single, bearer of ID card 27238/SSP/PA, registered at
CPF  under  no.  029.504.302-44,  with address at Av. Mal. Rondon, n degrees 17,
Itaituba,  PA, hereinafter referred to as ASSIGNOR and XXXXXXXXXXXX, hereinafter
referred  to  as  ASSIGNEE,

WHEREAS  the  ASSIGNOR  is the titleholder of PLG Processes DNPM no. 751.228/97,
751.229/97,  751.230/97,  751.231/97,  751.232/97,  751.233/97,  751.234/97,
751.235/97,  751.236/97,  751.237/97, hereinafter referred to as Mineral Rights,
which  are  free  and  clear  of  any  claims,  liens  or  encumbrances;

WHEREAS  the  ASSIGNOR  wishes to assign to the ASSIGNEE the Mineral Rights, and
the  latter  being in agreement with such transfer, the Parties agree to execute
this  Agreement of Assignment and Transfer of Mineral Rights, in accordance with
the  following  clauses  and  conditions:

     1.   By this  present  private  agreement  entered  into, and as prescribed
          by  law, the ASSIGNOR assigns and transfer to the ASSIGNEE the Mineral
          Rights,  as they are in fact assigned and transferred, in a definitive
          manner.

     2.   It is up  to  the  ASSIGNEE  to  verify with the DNPM the correctness,
          validity  and  legal  status of the Mineral Rights now being assigned,
          and it is agreed that this present instrument will automatically loose
          any  legal  effect  with regard to any of the Mineral Rights which for
          any  reason  is  denied  or  declined by the DNPM, and as such nothing
          shall  be claimed against the ASSIGNOR, and the parties shall mutually
          endeavour  their  best  efforts  to  obtain  the  registration  of the
          assignment  now  being  agreed  upon.

     3.   It is the  responsibility  of  the  ASSIGNEE,  independently  of  the
          registration  of the Mineral Rights referred to herein, to pay for all
          and  any  taxes  or  expenses.

     4.   The ASSIGNOR  hereby  grants  the  ASSIGNEE,  with  regard  to  the
          Mineral  Rights,  full  representation powers with the DNPM - National
          Department  of  Mineral  Production, the Ministry of Mines and Energy,
          the  State Secretary for Environment of the State of Para, and IBAMA -
          the  Brazilian  Institute  of  Environmental  and  Renewable  Natural
          Resources,  with full powers to request and apply for the registration
          of  the  assignment, provide declarations and clarifications, to sign,
          present or withdraw any document, to meet requirements, make payments,
          receive  the  corresponding  receipts,  to  ratify  or  rectify, or to
          compromise  as  well as to practice any and all acts necessary for the
          good  compliance  of  the  powers  herein  granted.

     5.   This present  instrument  is  irrevocable  and  the signatories, their
          heirs  or  successors,  are  obliged  to  comply  with  the  terms and
          conditions  set forth herein, and any previous document signed between
          the  parties  with the object being the assignment and transfer of the
          Mineral  Rights  referred  herein  shall  be  null  and  void.

     6.   The Parties  hereby  agree  that  any  and  all  dispute  arising from
          this  agreement shall be resolved at the Main Court of the city of Rio
          de  Janeiro, with the waiver of any other, prevailing over any others.

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

                             Belem, October 20, 2006
ADONILDO GONCALVES LIMA                                               XXXXXXXXXX
WITNESSES:
1)
2)


                                        9
<PAGE>
                                                                         Annex B

                                POWER OF ATTORNEY


ADONILDO  GONCALVES  LIMA,  Brazilian,  single,  bearer of ID card 27238-SSP/PA,
registered  at  CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n
degrees  17,  Itaituba, PA, appoints as his attorney LUIS MAURICIO FERRAIUOLI DE
AZEVEDO,  Brazilian, single, lawyer, registered in the Brazilian Bar Association
(RJ)  under no. 80412 and enrolled in the Individual Taxpayer's Register no. CPF
753.468.697-00  to  represent  him  in  the  condition of titleholder of certain
mineral  rights  located  in  the areas named Garimpo do Bigode, municipality of
Itaituba,  State  of  Para,  made  up  of  Applications  for  mining permissions
specified  as  follows:  DNPM  751.228/97,  751.229/97,  751.230/97, 751.231/97,
751.232/97,  751.233/97,  751.234/97,751.235/97,  751.236/97,  751.237/97,  with
ample  powers  to  take  all  necessary  steps  to receive, transfer and assign,
whether  free  or  in  payment,  the  Requests for Mining Permits and the Survey
Requests,  and  may  apply  whatever  is  necessary,  including  request  for
transformations  of the same requests into Mineral Research Licenses, as well as
visit, and so practice such acts, and contact the NATIONAL DEPARTMENT OF MINERAL
PRODUCTION  - DNPM, the Ministry of Mines and Energy, the Brazilian Institute of
Environmental  and  Renewable Natural Resources, SECTAM, and any federal, state,
municipal  or  Federal  District  agencies,  Notary  Public  offices, Government
Registries  in general, with powers also to sub-establish this Power of Attorney
which,  therefore,  is  signed in an irrevocable manner. This present mandate is
valid  until  30.12.2006.

                            Itaituba, April 24, 2006


                             ADONILDO GONCALVES LIMA


                                       10
<PAGE>
                                                                         ANNEX C
                                POWER OF ATTORNEY


MARY  COSTA  GOUVEIA, Brazilian, single, self-employed, ID card no. 2253786 (2nd
original)  SSP/PA, registered at CPF under n 394.447.242-04, with address at Av.
Magalhaes  Barata,  n  degrees  1089,  Barbacena, PA, in this act represented by
Adonildo  Goncalves  Lima,  Brazilian,  single,  bearer of ID card 27238-SSP/PA,
registered  at  CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n
degrees  17,  Itaituba, PA, appoints as his attorney LUIS MAURICIO FERRAIUOLI DE
AZEVEDO,  Brazilian, single, lawyer, registered in the Brazilian Bar Association
(RJ)  under no. 80412 and enrolled in the Individual Taxpayer's Register no. CPF
753.468.697-00,  granting  him  powers  to  represent  him  in  the condition of
titleholder  of  certain mineral rights in the location named Garimpo do Bigode,
Municipality  of  Itaituba,  state  of  Para,  comprised  of Requests for Mining
Permits  specified  as  follows:  DNPM  no.  755.311/97, 755.312/97, 755.313/97,
755.314/97,  755.315/97,  755.316/97,  755.317/97,  755.318/97,  755.319/97,
755.320/97,  755.323/97,  755.324/97,  755.327/97,  755.328/97,  755.329/97,
755.330/97,  755.331/97,  755.332/97,  755.335/97,  755.336/97,  755.337/97,
755.338/97,  755.339/97,  755.340/97,  755.342/97,  755.343/97,  755.346/97,
755.347/97,  755.348/97,  755.350/97,  755.351/97,  755.354/97,  755.355/97,
755.357/97,  755.358/97,  755.359/97,  755.360/97,  755.362/97,  755.363/97,
755.364/97,  755.365/97,  755.366/97,  755.367/97,  755.370/97,  755.371/97,
755.373/97,  755.374/97,  755.375/97,  755.376/97,  755.377/97,  755.378/97,
755.379/97,  755.380/97,  755.381/97,  755.382/97,  755.383/97,  755.384/97,
755.387/97,  755.390/97,  755.391/97,  755.394/97,  755.395/97,  755.398/97,
755.399/97,  755.402/97,  755.403/97,  755.406/97,  755.407/97,  755.411/97,
755.412/97,  755.414/97,  755.415/97, 755. 416/97, with ample powers to take all
necessary steps to receive, transfer and assign, whether free or in payment, the
Requests  for  Mining Permits and the Survey Requests, and may apply whatever is
necessary,  including  request  for  transformations  of  the same requests into
Mineral Research Licenses, as well as visit, and contact the NATIONAL DEPARTMENT
OF  MINERAL  PRODUCTION  - DNPM, the Ministry of Mines and Energy, the Brazilian
Institute  of  Environmental  and  Renewable  Natural Resources, SECTAM, and any
federal,  state,  municipal or Federal District agencies, Notary Public offices,
Government  Registries  in general, with powers also to sub-establish this Power
of  Attorney  which,  therefore, is signed in an irrevocable manner. The present
mandate  is  valid  until  30.12.2006.

                            Itaituba, April 24, 2006


                               MARY COSTA GOUVEIA


                                       11