EXHIBIT 10.10.1
                           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,  Bl.  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 under no. 753.468.697-00, hereinafter
referred  to  as  AURORA;  and  on  the  other  side,

RAIMUNDO  MARINHO  DANTAS,  Brazilian,  married,  miner,  bearer  of ID card no.
1930529  SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua
3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act
represented  by its attorney ROSALVO CORREA DA SILVA, Brazilian, married, miner,
bearer  of  ID  card  no.  1261237-5  SSP/AM,  registered  at  CPF  under  no.
404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n
degrees  637,  in  the  municipality of Itaituba, PA, CEP 68180-380, hereinafter
referred  to  as  LICENSEE;  and  jointly  as  CONTRACTING  PARTIES.

OBJECT:  Hereinafter referred to as Garimpo Santa Lucia, located in the basin of
the  Surubim  River, made up of Applications for Mining Permissions according to
the  list  below:

BLOCK  I:  Requests for Mining Permit belonging to RAIMUNDO MARINHO DANTAS, DNPM
no.  854.001/93,  854.002/93,  854.003/93,  854.004/93,  854.005/93, 854.006/93,
854.007/93,  854.008/93,  854.009/93,  854.010/93,  854.011/93,  854.012/93,
854.013/93,  854.014/93,  854.015/93,  854.016/93,  854.017/93,  854.018/93,
854.019/93,  854.020/93,  854.021/93,  854.022/93,  854.023/93,  855.024/93,
854.025/93,  854.026/93,  854.027/93,  854.028/93,  854.029/93,  854.030/93,
854.031/93,  854.032/93.

A.  WHEREAS  the LICENSEES are the titleholders of mineral rights located in the
region  of  Garimpo  Santa  Lucia, which rights refer to the above-mentioned PLG
Processes,  with  assured  priority,  hereinafter  referred  to  as  GARIMPO.

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
shall have access to information gathered on site by the LICENSEE, 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  necessary  for  the
development  of  those  same  activities  in  the  GARIMPO.


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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, annex B. In order to preserve
the  negotiation,  the  parties  agree  to  execute  this  temporary instrument,
hereinafter  referred  to as "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 technical due
diligence  within  90  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$ 20,000.00 (twenty thousand reals) 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 being proof of
     payment, while the subsequent payments shall be made through a bank deposit
     in  favour  of  ALDILENA  CORREIA  DA  SILVA,  savings  account  with Banco
     Bradesco, account n degrees 2456037-6, at Branch n degrees 759-5, which the
     LICENSEE  indicates  to  AURORA.

1.3  The LICENSEE,  as from the date of the execution hereof and within the term
     of  90  days,  undertakes  not  to  assign,  transfer, encumber or lien the
     mineral  rights comprised in the GARIMPO, which, according to the terms and
     conditions  set  forth  in  this  instrument,  agrees to make available for
     AURORA  to  inspect and examine all and any data it might have access to in
     regard  to  the GARIMPO. During this period, AURORA shall make site visits,
     examine  the data and decide to exercise its option to acquire the GARIMPO.
     In  case  AURORA  decides to exercise its option to acquire the GARIMPO, it
     shall  notify  the LICENSEE of its decision at least five days prior to the
     expiration  of  the  abovementioned  period.


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<PAGE>
2    ASSIGNMENT  AND  TRANSFER  OF  RIGHTS

2.1  - In accordance  with  item  1.3.  of  this MOU, having AURORA notified the
     LICENSEE  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 at the
     DNPM,  provided it agrees to pay as price for the assignment of the mineral
     rights  and  the  possession  rights,  the  values  established as follows:

     Payment                                 Date

     a.  US$  20,000                         01.09.2006
     b.  US$  50,000*                        01.03.2007
     c.  US$  60,000*                        01.03.2008
     d.  US$  70,000*                        01.03.2009
     e.  US$  500,000*                       01.09.2009

Total    US$  700,000

     *  The  payment  of  the  above-mentioned  installments  shall  be  made
     provided  that  the  mineral  rights  authorization  is  obtained  and  the
     assignment of the mineral rights is endorsed. In case of delay, the payment
     (b)  shall be postponed, with the rest to follow the time intervals defined
     above  and  provided  such  payment  condition  may  be  reached.

2.1.1     In  addition  to the price herein established, AURORA shall pay to the
          LICENSEE  a  participation  in  the  mining  results  which  might  be
          obtained  in  any  of  the  mineral  rights  in the GARIMPO in a value
          equivalent  to  1.5% (one and half percent) of the monthly net results
          of  the  primary  gold  production,  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
          indicated  above  or  as  stipulated  by  the  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 commercialization of
          the  gold;  and  (iv)  "financial compensation" as provided for in Law
          7790  of  December  28,  1989.


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<PAGE>
2.1.4     AURORA  is  entitled  to the right to redeem the payment obligation on
          the  participation  in  the  mining  results, item 2.1.1, upon payment
          of  the  equivalent in local currency to US$ 1,000,000 (one million US
          dollars).

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

2.3  The LICENSEE  shall  hereby, under the terms of this instrument, and in the
     best  form  of  the  law,  permit  AURORA  to execute in the GARIMPO for an
     initial  period  of  3  (three) 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  LICENSEE 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  LICENSEE declares 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  LICENSEE,  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  LICENSEE.

2.5  For such purpose, the LICENSEE agrees to the best of his ability to provide
     AURORA  with technical, legal and operational support, as well as undertake
     to  endeavour his 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, 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
     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 LICENSEE 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 LICENSEE is 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  according  to  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
     LICENSEE  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 LICENSEE hereby grant powers to the representative
     of  AURORA  to  enable  him  to submit the respective transfer to the DNPM,
     according  to  annex  C.

2.9.1     According  to the provision in clause 2.9 above, the payment indicated
          in  item  (a)  shall  be  due  within  5  (five)  days  after  the
          registration  of  the  transfer  of  the  mineral  rights by the DNPM.

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 this agreement 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  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;
     (b)  There  are  no  provisions  in  their  By-laws, statutes or agreements
     of  which  they are a party or object which may prevent the celebration and
     execution  of  this  Agreement;
     (c)  The  celebration  of  the  Agreement  shall  not  result  in a default
     under any agreement or instrument to which the parties are a party, as well
     as  will  not  infringe  any


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<PAGE>
     applicable  laws,  regulations,  suits,  decree  or  rule  which they might
     obey  or any arrangement, waiver, or agreement of which constitute 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  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  between 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  between  the  CONTRACTING PARTIES, until a
definitive  Agreement  is  executed  which  is  expected to occur by 01.09.2006.

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,
and  governed  by  Law  8.953/94.

7.   GOVERNING  LAW  AND  DISPUTE  RESOLUTION

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


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<PAGE>
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,
with  the  waive  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, May 26, 2006.


                           AURORA GOLD MINERACAO LTDA.


                             RAIMUNDO MARINHO DANTAS
                           PP ROSALVO CORREA DA SILVA

Witnesses:
1)                                      2)


                                        7
<PAGE>
                                                                         Annex A
TO  THE  DIRECTOR  OF  THE  NATIONAL  DEPARTMENT  OF  MINERAL  PRODUCTION (DNPM)

Process  DNPM  N degrees:

854.001/93           854.012/93*          854.023/93*
854.002/93*          854.013/93*          855.024/93*
854.003/93*          854.014/93*          854.025/93*
854.004/93*          854.015/93*          854.026/93*
854.005/93*          854.016/93*          854.027/93*
854.006/93*          854.017/93*          854.028/93*
854.007/93*          854.018/93*          854.029/93*
854.008/93*          854.019/93*          854.030/93*
854.009/93*          854.020/93*          854.031/93*
854.010/93*          854.021/93*          854.032/93*
854.011/93*          854.022/93*


     RAIMUNDO  MARINHO  DANTAS, Brazilian, married, miner, bearer of ID card no.
1930529  SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua
3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act
represented  by  LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer,
registered  at the Brazilian Bar Association (RJ) under no. 80412 and registered
at  CPF  under  no.  753.468.697-00,  hereby informs that he wishes to carry out
survey  for  primary  gold  ore and that, according to article 8, paragraph 2 of
Decree 98.813, regulating Law 7805 of 20/07/89, also requests the TRANSFORMATION
OF  THE SUM OF THE INDIVIDUAL MODULES OF THE MINING PERMITS INTO ONE SOLE SURVEY
PERMIT,  totalling  300.00 hectares. Therefore, under the terms of article 22 of
Resolution  DNPM  no.  178 of April 12, 2004, attaches the Forms for Application
for  Mineral  Survey  (Annex  I),  Site  Location containing areas of the mining
permissions  originally  requested (Annex II), Detail Site with configuration of
the  desired  area (Annex III), Sole Survey Site (Annex IV), proof of payment of
the tax for Survey Request (Annex V) and ART duly paid (Annex VI) (the originals
are  attached  to  process  854.001/93).
     The  Applicant  takes  this  opportunity,  under the terms of article 25 of
Resolution  DNPM  no.  178 of April 12, 2004, to request that the desired survey
area includes the free spaces (areas) existing within the configuration given in
Annex  III.

                   Under these terms, requests your approval.

                          Rio de Janeiro, May 22, 2006


                             RAIMUNDO MARINHO DANTAS
                           PP LUIS MAURICIO F AZEVEDO


                    *ORIGINAS IN THE PROCESS DNPM 854.001/93


                                        8
<PAGE>
                                                                         Annex B
TO  THE  DIRECTOR  OF  THE  NATIONAL  DEPARTMENT  OF  MINERAL  PRODUCTION (DNPM)

DNPM  N degrees

854.001/93           854.012/93           854.023/93
854.002/93           854.013/93           855.024/93
854.003/93           854.014/93           854.025/93
854.004/93           854.015/93           854.026/93
854.005/93           854.016/93           854.027/93
854.006/93           854.017/93           854.028/93
854.007/93           854.018/93           854.029/93
854.008/93           854.019/93           854.030/93
854.009/93           854.020/93           854.031/93
854.010/93           854.021/93           854.032/93
854.011/93           854.022/93

RAIMUNDO  MARINHO  DANTAS,  Brazilian,  married,  miner,  bearer  of ID card no.
1930529  SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua
3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act
represented  by its attorney ROSALVO CORREA DA SILVA, Brazilian, married, miner,
bearer  of  ID  card  no.  1261237-5  SSP/AM,  registered  at  CPF  under  no.
404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n
degrees  637,  in  the  municipality of Itaituba, PA, CEP 68180-380, hereinafter
referred  to  as  ASSIGNOR; and XXXXXXXXXX, hereinafter referred to as ASSIGNEE,
hereby  inform  and  request  the  followings:


On  01.09.06,  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 I. Therefore, the parties hereby
present  resolve  to  apply  for  the  filing  and  registry of the requests for
assignment  and  registration  of  the  transfer.

                                   We remain,
                            Requesting your approval,

                            Belem, September 01, 2006


                             RAIMUNDO MARINHO DANTAS
                           PP ROSALVO CORREA DA SILVA


                                  XXXXXXXXXXXX


                                        9
<PAGE>
      PRIVATE AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF MINERAL RIGHTS
                                  AS FOLLOWS:

By  this  private  agreement  and  as  prescribed  by law, the parties: RAIMUNDO
MARINHO DANTAS, Brazilian, married, miner, bearer of ID card no. 1930529 SSP-PA,
registered  at CPF under no. 067.573.592-00, with address at Rua 3(a), n degrees
380,  bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act represented by
its  attorney  ROSALVO  CORREA DA SILVA, Brazilian, married, miner, bearer of ID
card  no. 1261237-5 SSP/AM, registered at CPF under no. 404.077.802-20, resident
and  domiciled  at  2(a)  Travessa  do Bairro da Floresta, n degrees 637, in the
municipality  of  Itaituba,  PA,  CEP  68180-380,  hereinafter  referred  to  as
ASSIGNOR;  and  XXXXXXXXXX,  hereinafter  referred  to  as  ASSIGNEE.

WHEREAS  the ASSIGNOR is the titleholder of PLG Processes DNPM no. 854.001/93 to
854.032/93,  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  are  denied  or declined by the DNPM, and as such nothing
          shall  be alleged 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 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, September 01, 2006

     RAIMUNDO MARINHO DANTAS
          PP ROSALVO CORREA DA SILVA                    XXXXXXXXXXXX
Witnesses:
1)                                      2)


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<PAGE>
                                                                         Annex C
                        SUBSTITUTION OF POWER OF ATTORNEY

By  this present instrument, ROSALVO CORREA DA SILVA, Brazilian, married, miner,
bearer  of  ID  card  no.  1261237-5  SSP/AM,  registered  at  CPF  under  no.
404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n
degrees  637,  in  the municipality of Itaituba, PA, CEP 68180-380, transfers to
LUIS  MAURICIO  FERRAIUOLI  DE AZEVEDO, Brazilian, single, lawyer, registered at
the  Brazilian  Bar Association (RJ) under no. 80412 and registered at CPF under
no. 753.468.697-00, the powers received from RAIMUNDO MARINHO DANTAS, Brazilian,
married,  miner,  bearer  of ID card no. 1930529 SSP-PA, registered at CPF under
no. 067.573.592-00, with address at Rua 3(a), n degrees 380, bairro Alvorada II,
Manaus - AM, CEP 69042-030, to represent him in the condition of title holder of
certain  mineral  rights  in  areas  located in the location named Garimpo Santa
Lucia, in the state of Para, made up of Applications for Mining Permit specified
as  follows:  DNPM  n  degrees  854.001/93,  854.002/93, 854.003/93, 854.004/93,
854.005/93,  854.006/93,  854.007/93,  854.008/93,  854.009/93,  854.010/93,
854.011/93,  854.012/93,  854.013/93,  854.014/93,  854.015/93,  854.016/93,
854.017/93,  854.018/93,  854.019/93,  854.020/93,  854.021/93,  854.022/93,
854.023/93,  855.024/93,  854.025/93,  854.026/93,  854.027/93,  854.028/93,
854.029/93,  854.030/93,  854.031/93,  854.032/93, with ample powers to take all
necessary  steps  to  receive,  transfer and assign, whether free or in payment,
request for transformation into Mineral Survey Licenses, including assigning the
mineral  rights,  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.

                             Itaituba, May 22, 2006


                             ROSALVO CORREA DA SILVA


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