Unassociated Document


    MINING
      LEASE AGREEMENT

    


    Parties:

    


    Lessor: Strategic
      Minerals, Inc., a Nevada corporation, PO Box 1049, Jacksonville, Oregon
      97530

    


    


    Lessee: Dutch
      Mining Canada Ltd.., a British Columbia, Canada corporation, 999 West Hastings
      Street, Box 13, Suite 1750, V6C 2W2

    


    Dated
      Effective: May
      31
      2006

    


    Recitals:

    


    
      	 	
              A.

            	
              The
                Lessor owns the Mineral Rights on certain Properties located in Townships
                6 North and 7 North, Range 16 West, Principal Meridian, Granite County,
                State of Montana, in and near Basin Gulch, all of which are collectively
                referred to in this Mining Lease Agreement (Agreement) as the Property,
                and are described on the attached Schedule
“A”.

            


      	 	 	 


      	 	B. 	
              The Lessee desires to acquire
                from the
                Lessor, and Lessor desires to lease to Lessee, the Property, all
                as
                described on the terms, provisions, and conditions of this
                Agreement.

            


    

     

    LEASE

    


    1. LEASE

     

    
      	 	
              1.1

            	
              LEASE.
                In consideration of the foregoing recitals, which are made a part
                hereof,
                the payment of the initial signing payment, issuance of 20M shares
                of
                Dutch Mining Canada Ltd. Stock, advanced production royalties, and
                production royalties agreed to be paid, and the performance of the
                covenants and agreements herein contained on the part of the Lessee
                to be
                kept and performed, Lessor does hereby takes and leases from Lessor,
                the
                Property.

            


    

    


    
      	 	
              1.2

            	
              TERM.
                The term of this Agreement and Lessee’s right to possession and Lessee’s
                obligation under this Agreement shall be for a period of Ten (10)
                years
                commencing at 12:00:00 am on May 31, 2006, and terminating at 11:59.59pm
                on May 31, 2016, unless sooner terminated under the terms of this
                Agreement. Notwithstanding following commencement of production as
                provided in paragraph 9, this Agreement shall continue in full force
                and
                effect so long as the payment described therein are made; furthermore,
                prior to commencement of production, this Agreement may be extended
                on the
                same terms for unlimited successive periods of Ten (10) years on
                the same
                terms following timely notice given to Lessor by
                Lessee.

            


    

    


    2. EXPLORATION
      AND EVALUATION.

     

    
      	 	
              In
                consideration of the sum of TEN THOUSAND US DOLLARS ($10,000) as
                initial
                payment, the receipt and sufficiency of which are hereby acknowledged,
                and
                commencing on the Effective Date, Lessor hereby grants to Lessee
                an
                unrestricted and absolute right of ingress and egress in and to the
                Property, and to have possession of the Property, for the purpose
                of
                exploring, evaluating, developing, and mining the Property, including
                all
                necessary associated activities commensurate with such exploring,
                evaluating, developing, and mining. Such activities shall be conducted
                with the necessary approvals from the appropriate government agencies
                and
                in compliance with all laws and mining regulations. Lessee shall
                timely
                provide Lessor with data generated by this
                work.

            


    

    
 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    Lessee
      shall appraise Lessor as to exploration procedures during the first year of
      this
      agreement. Lessee will report to Lessor regarding the results of Lessee’s
      exploration activities on a quarterly basis. Final decisions regarding all
      exploration procedures shall be at the sole discretion of Lessee.

     

    Within
      sixty (60) days upon termination of this Agreement, Lessee shall deliver to
      Lessor a report of all exploration conducted by Lessee on the Premises. This
      report shall show the location of all such exploration work, assays and
      analyses, and mineral and metallurgical studies regarding the Premises. Lessee
      shall not be required to disclose information concerning, or which might tend
      to
      reveal processes, techniques or equipment developed by or for Lessee, or with
      which it may be experimenting, or with which it is under obligation to any
      other
      person or company not to reveal.

    


    3.  ADVANCE
      PRODUCTION ROYALTIES.

     

    
      	 	
              In
                the event that Lessee decides to continue to evaluate and develop
                the
                minerals on the Property, Lessee shall pay Lessor the sum of FIFTEEN
                THOUSAND US DOLLARS ($15,000) not later than 11:59:59 pm on June
                10, 2006
                and the sum of TWENTY FIVE THOUSAND US DOLLARS on September 10th
                to
                conclude the first payment amount of FIFTY THOUSAND US DOLLARS.
                Thereafter, commencing on November 30, 2006, Lessee shall pay Lessor
                as
                advance production royalties the sum of FIFTY THOUSAND US DOLLARS
                ($50,000) twice annually during the Agreement term until production
                shall
                have commenced as provided in paragraph 9 below. The advance royalty
                payments shall be due March 10 and September 10 of each year after
                2006.
                All advance production royalties shall be due and payable without
                any
                deduction or offset whatsoever and prior to notice or demand, to
                Lessor at
                the address listed above, or at such other place as Lessor may from
                time
                to time designate in writing.

            


    

    


    4. 
RIGHT
      TO
      MINE.

     

    
      	 	
              During
                the Term of this Mining Lease Agreement and commencing the date of
                first
                payment of advance production royalty specified in paragraph 3, Lessor
                hereby grants to Lessee an unrestricted and absolute right of ingress
                and
                egress in and to the Property, and to have possession of the Property,
                for
                the purpose of mining and processing the ore therein. Lessee shall
                have
                the right to such ore and to remove same from the Property so long
                as
                Lessee is not in default. Lessee further shall have the right to
                construct
                buildings, make excavations, stockpiles, dumps, drains, roads, powerlines,
                pipelines, and other improvements as may be necessary, subject, however,
                to all existing easements and rights to way of third parties and
                the
                rights of Lessor, if applicable, which rights shall not interfere
                with
                Lessee’s right to mine. Any activity conducted by Lessee pursuant hereto
                on the land on the Property is wholly at Lessee’s own
                risk.

            


    

    


    
      	 	
              All
                of Lessee’s operations including exploration and mining hereunder shall be
                conducted in a careful and workmanlike manner, in accordance with
                accepted
                practices of the mineral industry in Montana, without committing
                any
                unusual permanent waste or injury to any mine on the Premises, or
                interference with the subsequent operation thereof, if not reasonably
                necessary in Lessee’s operations.

            


    

    


    
      	 	
              Lessee
                shall deliver, each year during the term of hereof after production
                commences to Lessor, copies of such maps, cross sections and other
                engineering data concerning the quality and location of ore and material
                removed from the Premises as Lessee customarily prepares or obtains
                for
                its own records, which information shall not require preparation
                of
                special records or reports by Lessee. This information shall be furnished
                on or before the first day of March in each year during the term
                hereof,
                and the data contained therein shall be stated as it existed at the
                close
                of the preceding calendar year.

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    
      	 	
              Lessee
                shall not be required to disclose its own estimates and calculations
                of
                the grade and tonnage of ore reserves. If Lessor or its agents or
                representatives disclose to a third party, without written authorization
                from Lessee, information furnished by Lessee in its reports to Lessor,
                or
                obtained by Lessor through inspection or audit, Lessee thereafter
                may
                withhold any information it deems
                confidential.

            


    

    


    5. 
RIGHT
      TO
      ENTER.

     

    
      	 	
              Lessor
                shall have the right to enter on the Property at any reasonable time
                for
                the purpose of inspection of, among other things, possible soil and
                water
                contamination and gold production records, the foregoing not being
                an
                exclusive list during the term of this Mining Lease
                Agreement.

            


    

    


    6. 
HOLD
      HARMLESS PROVISION.

     

    
      	 	
              Lessee
                shall protect, defend, and hold Lessor harmless from any loss, liability,
                or damage to persons or Property arising out of or related to Lessee’s
                activities on the Property. If Lessee defaults on this Mining Lease
                Agreement and this Agreement is terminated, Lessee shall be fully
                responsible for any lien, encumbrance, or change on it attributable
                to
                Lessee’s activities.

            


    

    


    7. 
PERMITS.

     

    
      	 	
              Lessee
                shall, at Lessee’s sole expense, obtain all permits, prepare all plans,
                and keep all records required by any municipal, county, state, federal,
                or
                other public authority in order for Lessee to use the
                Property.

            


    

    


    8. 
PRODUCTION
      ROYALTIES.

     

    
      	 	
              Upon
                commencement of production of ore from the Property, the advance
                production royalties described in paragraph 2 or terminated, effective
                the
                due date following the date of commencement of production, whereupon
                Lessor shall be paid the greater of the annual sum of ONE HUNDRED
                THOUSAND
                DOLLARS US, in payments of $50,000 each six months, or a production
                royalty of Three percent (3%) of the gross sales receipts of the
                gold and
                silver sold, paid semi-annually on the same schedule as is described
                in
                paragraph 3. If after commencement of production such production
                royalties
                shall be suspended for a period of six (6) months or longer, the
                semi-annual payments shall resume and shall be payable semi-annually
                on
                the same schedule as in described in paragraph
                2.

            


    

    


    9. 
CAP
      ON
      PAYMENTS. 

     

    
      	 	
              The
                absolute total amount of payments, whether semi-annual rent payments
                or
                production royalties, or otherwise, to be paid to Lessee shall not
                exceed
                the sum of EIGHT MILLION US DOLLARS ($8,000,000). Upon this sum payment
                of
                $8,000,000 by Lessee or Lessor, Lessee shall have purchased the mineral
                rights to the Property, however, Lessee shall retain surface rights
                to the
                Property. This Lease shall continue in full force and effect
                notwithstanding payment of the absolute total amount until Lessee
                shall
                have ceased production or otherwise terminated this
                lease.

            


    

    


    10. 
LIABILITY
      INSURANCE.

     

    
      	 	
              Lessee
                shall maintain public liability and property damage insurance in
                a
                responsible company with limits of not less than $1,000,000 per
                occurrence. Such insurance shall cover all risks arising directly
                or
                indirectly out of Lessee’s activities on the Property whether not related
                to the occurrence caused or contributed to by Lessee’s negligence. Such
                policy shall be placed in force throughout the term of this Agreement.
                Lessor shall be named as an additional insured on said policy and
                be
                provided with evidence that such insurance is being maintained on
                a yearly
                basis.

            


    

    


    
      	 	
              Prior
                to commencement of operations hereunder, Lessee shall obtain all
                workman’s
                compensation insurance, and policies of insurance against fire and
                other
                risks for which insurance is customarily obtained in similar operations
                which may include Lessee’s self-insured programs or plans. All such
                insurance shall be maintained by Lessee at its own expense
                throughout the duration of this Agreement, and whenever Lessor reasonably
                so requests, Lessee shall furnish to Lessor evidence that such insurance
                is being maintained.

            


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


    
      	 	
              Lessee
                covenants and agrees to indemnify and save harmless Lessor from any
                and
                all liability, claims, and causes of action for injury to, or death
                of,
                persons, and damage to, or loss or destruction of, property, resulting
                from its use or occupancy of the Premises or its operations hereunder,
                excepting, however, any liability, claims or causes of action resulting
                from, or attributable, wholly or in part, to the exercise of rights
                reserved hereunder to Lessor, its agents, or those claiming under
                them, or
                about the Premises, it being the intent of this Agreement that Lessee
                shall have no additional risk or liability by reason of the exercise
                of
                such reserved rights.

            


    

    


    11. 
LESSEE’S
      FURTHER RESPONSIBILITES WITH REGARD TO THE PROPERTY.

    


    
      	 	
              11.1

            	
              WORKMANLIKE
                MANNER. During the term of this Agreement all work done on the Property
                by
                Lessee shall be done in a workmanlike manner, following good mining
                practices, and at Lessee’s sole cost and
                expense.

            


    

    


    
      	 	
              11.2

            	
              COMPLY
                WITH LAWS. During the term of this Agreement, Lessee shall comply
                with all
                laws, ordinances, regulations, directions, rules, and requirements
                of all
                governmental authorities.

            


    

    


    
      	 	
              11.3

            	
              PROPERTY
                TO BE MAINTAINED LIEN-FREE. The Lessee shall so deal with his suppliers,
                workmen and creditors at to permit no mechanics’ or other type lien to be
                filed against the property here involved. In the event such a lien
                is
                filed, the Lessee shall immediately cause it to be removed by payment
                or
                shall, if he desires to contest the claim of lien, take immediate
                action
                to save Lessor and said properties absolutely harmless as to said
                claim of
                lien in the event it is adjudicated to be valid or is not removed
                from
                said property within a reasonable
                time.

            


    

    


    
      	 	
              11.4

            	
              TIMBER
                ON PREMISES. The Lessee shall only be permitted to cut and use such
                timber
                growing on the land described in this agreement as is required for
                exploration, mining and road purposes. The Lessee shall not cut timber
                for
                use on any other claim not here involved or for sale or permit such
                use or
                sale. All marketable cut timbers shall belong to
                Lessor.

            


    

    


    
      	 	
              11.5

            	
              WORKMAN’S
                COMPENSATION. The Lessee shall at all times during the term of this
                lease
                maintain effective coverage for all its operations and all employees
                in
                said operations under this Lease, including exploration, under one
                of the
                authorized plans of the Workman’s Compensation
                Act.

            


    

    


    
      	 	
              11.6

            	
              Lessee
                shall be responsible for all taxes assessed against the property,
                and
                Lessee starting with the year 2006. Lessee shall pay promptly before
                delinquency all taxes as assessments, general, special, ordinary
                and
                extraordinary, that may be levied upon or assessed upon the Premises
                and
                upon all ore and mineral product therefrom while Lessee is engaged
                in
                exploration and mining activities under this Agreement. Lessee shall
                promptly reimburse Lessor for such payments upon receipt of a duplicate
                receipt evidencing payment, provided, however, that Lessor may, at
                its
                election , forward tax statements to Lessee for payment and Lessee
                shall
                pay such taxes upon the failure of Lessor to do so while this Agreement
                is
                in effect. After any improvement, and upon notice of the same by
                Lessee to
                Lessor, Lessee shall pay all of the above taxes and assessments promptly
                upon the Premises and before
                delinquency.

            


    

    


    
      	
            	 	
              Lessee
                shall pay or reimburse Lessor for all taxes or assessments levied
                or
                assessed against the Premises for the portion of the year in which
                the
                Agreement is terminated or expired according to the portion of the
                year
                that has expired prior to
                termination.

            


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
            	 	
              Lessee
                shall have the right to contest in the courts or otherwise, in its
                own
                name or in the name of the Lessor, the validity or amount of any
                such
                taxes or assessments, if it deems the same necessary to secure a
                cancellation, reduction, readjustment, or equalization thereof, before
                it
                shall be required to pay the same. Lessee shall not permit or suffer
                the
                Premises or any part thereof to be conveyed, or title lost to Lessor,
                as
                the result of nonpayment of such taxes or assessments. Lessee shall
                furnish duplicated receipts for all such taxes and assessments when
                paid.

            


    

    


    
      	
            	 	
              Lessee
                shall not be liable for any taxes levied on or measured by income,
                or
                taxes applicable to Lessor, based upon royalties or payments under
                this
                agreement.

            


    

    


    
      	 	
              11.7

            	
              Nothing
                in the foregoing shall be construed to obligate Lessee to pay such
                portion
                of any tax as is based upon the value of improvements, structures
                or
                personal property made, placed or used on any part or parts of the
                Premises, by or for Lessor or by any owner or lessee of surface rights
                other than Lessee. If Lessee received tax bills or claims which are
                the
                responsibility of Lessee hereunder, the same shall be promptly forwarded
                to Lessee for appropriate action.

            


    

    


    
      	 	
              11.8

            	
              Lessor
                shall at all times have, possess, and hold a lien upon all ore and
                Product
                mined from the Premises and shipped therefrom but not sold to a bonafide
                purchaser, and upon all improvements place upon the Premises by Lessee,
                as
                security for any unpaid balance of money due hereunder and as security
                for
                the performance by the Lessee of each and all of Lessee’s covenants
                hereunder. This lien may be enforced against any such property in
                like
                manner as liens conferred by chattel mortgages, or as any other lien
                security may be enforced under true laws of Montana. Nothing herein
                contained, however, is intended or shall be usual course of business,
                not
                to prevent the removal of tools, machinery, equipment or other property
                at
                any time when Lessee is not in default. This lien shall not apply
                to ore
                or Product sold to third parties.

            


    

    


    12. 
QUIET
      ENJOYMENT AND LESSOR’S ACCESS.

    


    
      	 	
              12.1

            	
              LESSOR’S
                WARRANTY. Lessor warrants that it is the owner of the Mineral Rights
                and
                leases on certain Properties which are referred to on Schedule “A” of this
                Agreement and has the right to lease the Property free of all encumbrances
                except easements of record.

            


    

    


    
      	 	
              12.2

            	
              LESSOR’S
                RIGHT TO INSPECT. Lessor and Lessor’s agents shall have the right to enter
                upon any part of the Property at all reasonable hours for the purpose
                of
                inspecting the same and the operations conducted thereon or for doing
                or
                performing any act required or permitted by Lessor under this
                Agreement.

            


    

    


    
      	 	
              12.3

            	
              LESSOR’S
                RECREATIONAL ACCESS. Lessee shall not restrict Lessor’s access to, or use
                of Lessor’s cabin on the property and will not restrict Lessor’s right to
                conduct recreational activities, including recreational gold mining
                and
                timber operations including fire worod harvest, so long as Lessor’s
                recreational activities do not interfere with Lessee’s mining and
                exploration related activities or violate mining laws or regulations.
                Lessor has historically conducted limited placer mining periodically
                utilizing a small trammel and backhoe. It is the intent of the parties
                that Lessor will continue to have a right to conduct such recreational
                mining provided it is conducted without violation of any governmental
                regulations. Lessor will conduct all such recreational activities
                at
                Lessor’s sole right.

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


     

    
      	 	12.4 	NO RIGHT TO HUNT. Neither Lessee nor any of Lessee’s
              employees, contractors or associates will have the right to hunt on
              the
              Property without first obtaining written permission from
              Lessor.


      	 	 	 


      	 	
              12.5

            	
              WEED
                SPRAYING. Lessee will spray or contract to spray noxious weeds in
                all
                areas distributed by Lessee’s activities twice annually. Such weed
                spraying will continue for a period of two years after cessation
                of
                activities.

            


    

    


    13. 
POSSESSION.

    


    
      	 	
              Lessee
                is entitled to possession of the Property for the purpose of exploration
                and mining on the effective date of this Agreement and shall be entitled
                to remain in possession until the end of the term of this Agreement
                or
                until Lessee is in default under this Agreement. Lessor shall remain
                the
                owner of the surface rights to the Property. Exercise of such surface
                rights by Lessor shall not interfere with the rights of the Lessee
                too
                explore, develop and mine the minerals and metals from the
                Property.

            


    

    


    14. 
WASTE
      ROCK, SPOIL, AND TAILINGS.

     

    
      	 	
              The
                ore, mine waters, or other products or compounds of minerals mined
                or
                extracted from the Property shall be the property of Lessee subject
                to the
                production royalty as provided herein. Lessee shall not be liable
                for
                mineral values lost in mining or pressing pursuant to sound mining
                and
                metallurgical engineering practices. Any stockpile, residue, tailing
                or
                waste remaining on the property after termination of this Agreement
                shall
                at the time become the sole and exclusive property of Lessor, subject
                to
                Lessee’s duty to perform reclamation as required by
                law.

            


    

    


    15. 
SURRENDER.

     

    
      	 	
              Upon
                expiration or other termination of this Agreement, Lessee shall surrender
                the Property.

            


    

    


    16. 
DEFAULT

    


    
      	 	
              Time
                is of the essence of this Agreement. Each of the following shall
                be a
                default by Lessee and a breach of this
                Agreement:

            


    

    


    
      	 	
              Failure
                to pay advance production royalties or any other money required to
                be paid
                by Lessee hereunder or any part thereof within 30 days after notice
                of the
                default has been given to Lessee.

            


    

    


    
      	 	
              Failure
                to comply with any term or fulfill any obligation of the Agreement,
                other
                than payment of advance production royalties within 90 days after
                written
                notice by Lessor. If the default is of such a nature that it cannot
                be
                completely remedied within the 90 day period, this provision shall
                be
                complied with if Lessee begins correction of the default within the
                90 day
                period and thereafter proceeds with reasonable diligence and in good
                faith
                to effect the remedy as soon as
                practicable.

            


    

    


    17. TERMINATION.

     

    
      	 	
              If
                the Property is abandoned by Lessee in connection with a default,
                termination shall be automatic and without
                notice.

            


    

    


    18. WRITTEN
      NOTICE.

     

    
      	 	
              18.1

            	
              Any
                notices permitted or required pursuant to this Agreement shall be
                in
                writing and shall be deemed “given” upon the date of personal delivery
                thereof or forty-eight (48) hours after deposit in the United States
                mail,
                postage fully prepaid, certified mail return receipt requested, of
                such
                notice addressed to the party to whom such notice is to be given
                at the
                address set forth for such party in this Agreement or at any other
                address
                that such party may, from time to time, designate by notice
                given

            


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    in
      compliance with this Section 18. Any such notice shall be deemed “delivered”
upon the date of personal delivery of the same to the party to whom the notice
      is given or forty-eight (48) hours after such party refuses to accept and sign
      for a postage prepaid, certified mail, return receipt letter delivered to the
      party’s notice address set forth herein or any other address as such party may,
      from time to time, designate by notice given in compliance with this Section
      18.

    


    
      	 	
              18.2

            	
              Until
                changed, the addresses above shall be the notice address for any
                notices
                to the parties permitted or required pursuant to this
                Agreement.

            


    

    


    19. 
OPERATOR

     

    
      	 	
              The
                operator of the mine shall be Lessee or its
                designee.

            


    

    


    20. 
WAIVER

     

    
      	 	
              Failure
                of either party at any time to require performance of any provision
                of
                this Agreement shall not limit the party’s right to enforce the provision,
                nor shall any waiver of any breach of any provision constitute a
                waiver of
                any succeeding breach of that provision or a waiver of that provision
                or
                any other provision.

            


    

    


    21. 
SUCCESSOR
      INTEREST.

     

    
      	 	
              This
                Agreement shall be binding upon and inure to the benefit of the parties,
                their successors, and assigns (where
                permitted).

            


    

    


    22. 
BOUNDARY
      INTERESTS.

     

    
      	 	
              For
                all purposes of this Agreement, the term “Boundary Interest” shall mean
                any and all Unpatented mining claims located by Lessee under the
                general
                mining laws, any part or parts of which are within an area within
                on mile
                of the Premises.

            


    

    


    
      	 	
              If
                any Boundary Interests are located by Lessee prior to the expiration
                or
                termination of the Agreement, said Boundary Interests shall be made
                part
                of the Premises, as though specifically described in the description
                of
                the Premises in this Agreement with the right, at Lessee’s option, to
                explore and develop the same. Within 30 days after expiration or
                termination of this Agreement, Lessee will convey to Lessor by Quit
                Claim
                Deed all of Lessee’s rights, title and interest in any Boundary Interest
                under this Agreement.

            


    

    


    
      	 	
              Lessee
                shall have no obligation to Lessor or others concerning any Boundary
                Interest, except payment of Production
                Royalty.

            


    

    


    23. 
PRIOR
      AGREEMENTS

     

    
      	 	
              This
                Agreement is the entire, final and complete agreement of the parties
                pertaining to the transactions contemplated therein, and they supersede
                and replace all prior or existing written or oral agreements or
                understandings between the parties or their representatives relating
                thereto. Except as otherwise provided herein, no subsequent amendment,
                change, or alteration to this Agreement shall be binding upon the
                parties
                unless reduced to writing and signed by both
                parties.

            


    

    


    24. 
APPLICABLE
      LAW

     

    
      	 	
              This
                Agreement has been entered into in Montana. The parties agree that
                the
                laws of Montana shall be used in construing and enforcing this
                Agreement.

            


    

    


    25. 
COSTS
      AND
      ATTORNEY FEES

     

    
      	 	
              In
                the event either party shall take any action, judicial or otherwise,
                to
                enforce or interpret any of the provisions of this Agreement, the
                prevailing party shall be entitled to recover from the other party
                all
                expenses which it may reasonably incur in taking such action, including
                by
                not limited to costs incurred in searching records, the cost of reports,
                expert fees, and attorney fees, whether incurred in a civil action
                or
                appeal from a judgment therein and including attorney fees for post
                judgment enforcement.

            


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    26. 
NUMBER,
      GENDER, AND CAPTIONS.

     

    
      	 	
              As
                used herein, the singular shall include the plural, and the plural
                the
                singular. The masculine and neuter each shall include the masculine,
                feminine, and neuter, as the context requires. All captions are intended
                solely for convenience of reference
                only.

            


    

    


    27. 
PARTIAL
      INVALDITY

     

    
      	 	
              If
                any term, provision, covenant, or condition of this Agreement should
                be
                held by a court of competent jurisdiction to be invalid, void, or
                unenforceable, the remainder of this Agreement shall continue in
                full
                force and effect and in no way shall be affected, impaired, or invalidated
                thereby.

            


    

    


    28. 
VENUE

     

    
      	 	
              Venue
                for any action to enforce, construe, or interpret this Agreement
                shall be
                the appropriate Court for the State of Montana for Granite
                County.

            


    

     

    


    Dated
      this 31st
      day of
      May, 2006

    
 

     

    
      	Lessor: Strategic Minerals Inc. 	 	 	Lessee: Dutch Mining Canada Ltd.
	 	 	 	 
	 	 	 	 
	/s/ Michael
              D. Westhaver	 	 	/s/ Rauno
              Perttu 
	
              
Michael
              D. Westhaver, Principal 	 	 	
              
Rauno
              Perttu, CEO
	 	 	 	 


    

     

    


    Witness:
      __________________________

    


    


    __________________________________

    (Print
      Name)

    


     

    



    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    


    


    


    


    SCHEDULE
      "A"

    


    Attached
      to and forming part of the Basin Gulch Lease Agreement among Strategic Minerals
      Inc. and Dutch Mining Canada Ltd.., dated the 31st day of March,
      2006.

    


    List
      of Located Claims

     

    The
      claims are all located in south-central Granite County, in portions of Section
      34, Township 7 North, Range 16 West, and Sections 3, 4, and 9, Township 6 North,
      Range 16 West (Appendix I, Figure 2). 

    


    The
      patented mining claims making up the Basin Gulch Group include the
      following:

    


    

      
        	
                q  Landes

              	
                  
(Mineral
                  Survey 5565)

              
	
                q  Shylock

              	
                  (Mineral
                  Survey 6354)

              
	
                q  Shively

              	
                  (Mineral
                  Survey 5755)

              
	
                q  Quartz
                  Hill

              	
                  (Mineral
                  Survey 5564)

              
	
                q  Spencerian

              	
                  (Mineral
                  Survey 8140)

              
	
                q  Gold
                  Hill 5

              	
                  (Mineral
                  Survey 5755)

              
	
                q  Basin

              	
                  (Mineral
                  Survey 9026)

              
	
                q  Blue
                  Bell Lode

              	
                  (Mineral
                  Survey 9530)

              
	
                q  White
                  Pine

              	
                  (Mineral
                  Survey 8137)

              
	
                q  Yellow
                  Pine

              	
                  (Mineral
                  Survey 8139)

              
	
                q  Jack
                  White

              	
                  (Mineral
                  Survey 8138)

              


      

    

     

    
 

    Recorded: ________________________