EXHIBIT 4.4

                      DEVELOPMENT FACILITY AGREEMENT DATED
                                 JUNE 20, 2006






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                         DEVELOPMENT FACILITY AGREEMENT

THIS AGREEMENT dated for reference the 20th day of June, 2006.

BETWEEN:

                  ALB HOLDINGS LTD., a corporation  incorporated  under the laws
                  of British  Columbia  and having an office at 1305 - 1090 West
                  Georgia Street, Vancouver, B.C. Canada V6E 3V7

                  ("ALB")

AND:

                  ROCHESTER RESOURCES LTD., a corporation incorporated under the
                  laws of the British  Columbia  and having an office at 400-535
                  Howe Street, Vancouver, B.C. Canada V6C 2Z4

                  ("Rochester")

AND:

                  MINA REAL  MEXICO  S.A. DE C.V.,  a  corporation  incorporated
                  under the laws of Mexico  and having an office at Rio Tajo # 6
                  Entre Everest y Andes Colonia  Lindavista,  C.P.  63110 Tepic,
                  Nayrit, Mexico

                  ("Mina Real")

WHEREAS:

A.       ALB,  Rochester  and  Alfredo  Parra  Davila  entered  into  an  option
agreement  dated  January 8, 2006 (the "Option  Agreement")  whereby ALB,  among
other things, granted an option to Rochester to purchase up to 51% of the issued
shares of Mina Real under the terms and conditions of the Option Agreement;

B.       Mina Real is the  beneficial  owner of an  undivided  100%  interest in
certain exploration and mining concessions situated in Nayarit,  Mexico, as more
particularly  described in Schedule "A" (the "Mina Real  Concessions") and which
are referenced in the Initial Option Agreement as the "Mina Real Property";

C.       Rochester can earn an 11% ownership  interest in Mina Real by incurring
US$900,000 in payments to ALB, and can earn an additional 40% ownership interest
by  incurring  a minimum  of US$1.5  million  in  expenditures  on the Mina Real
Concessions (the "Work Commitment") on the basis of a 20% ownership interest for
each US$750,000 of expenditures, all in accordance with the Option Agreement;

D.       Rochester,  Mina  Real  and ALB  wish  to  proceed  with  an  expedited
development  program on the Mina Real  Concessions to further  develop and equip
the Mina Real  Concessions for Commercial  Production (as  hereinafter  defined)
including the  construction of a mill capable of milling up to 200 tonnes of ore
per day and designed to be modified to process up to 300 tonne/day  with minimal
interruption and cost (the "Development Program"); and


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E.       Rochester  has  agreed to provide  up to US$2.5  million of  additional
funding  for the  Development  Program  exclusive  of the Work  Commitment  (the
"Development  Facility"),  in  consideration  of Rochester  receiving an 80% net
profits royalty from Commercial  Production  until the Development  Facility has
been repaid in full plus a participation  premium fee of 25% of the total amount
funded  under the  Development  Facility  on the terms  and  conditions  of this
Agreement.

         NOW THEREFORE THIS AGREEMENT  WITNESSES  that in  consideration  of the
payment by Rochester to ALB of the sum of TEN ($10.00)  DOLLARS on the execution
hereof (the receipt and sufficiency of which is hereby expressly acknowledged by
ALB) and of the mutual  covenants and  agreements  herein  contained the parties
agree as follows:

1.       DEFINITIONS

1.1      In this Agreement, and in the Schedules and the recitals hereto, unless
the  context  otherwise  requires,  the  following  expressions  will  have  the
following  meanings and any terms not  otherwise  defined  herein shall have the
meanings attributed to those terms in the Initial Option Agreement:


         (a)      "ADVANCE" means an amount described in a Funding Request;

         (b)      "BUSINESS DAY" means a day which is not a Saturday,  Sunday or
                  legal  holiday in the place where any action is to be taken or
                  any act performed hereunder;

         (c)      "COMMERCIAL  PRODUCTION" means the commercial  exploitation of
                  Ore,  but does not include  milling for the purpose of testing
                  or milling or  leaching by a pilot plant or during the initial
                  tune-up period of a mill or plant.  Commercial Production will
                  be deemed to have commenced:

                  (i)      if a plant is located on the  Property,  on the first
                           day of the month following the first period of thirty
                           (30)  consecutive  days  during  which  Ore has  been
                           processed  through  such  plant  for  not  less  than
                           fifteen (15) days at an average rate of not less than
                           sixty (60%) percent of the initial rated  capacity of
                           such mill or plant, or

                  (ii)     if no plant is located on the Property,  on the first
                           day of the month following the first period of thirty
                           (30)  consecutive  days  during  which  Ore has  been
                           shipped from the Property on a regular  basis for the
                           purpose of processing and earning revenue;

         (d)      "DEVELOPMENT  FACILITY" has the meaning  assigned to that term
                  in Recital E hereof;

         (e)      "DEVELOPMENT PROGRAM" has the meaning assigned to that term in
                  Recital D;

         (f)      "EXCHANGE" means the TSX Venture Exchange;

         (g)      "EXPENDITURES"  means all  costs,  expenses,  obligations  and
                  liabilities  of  whatever  kind or  nature  spent or  incurred
                  directly  or  indirectly  by  Rochester   including,   without
                  limiting the generality of the foregoing,  monies  expended in
                  connection with:

                  (i)      maintaining   the  Property  in  good   standing  and
                           fulfilling  any of  the  requirements  of  any  title
                           documents,  permits  or  applicable  mining  laws  in
                           Mexico with respect to the  Property,  including  the
                           costs  of  any  discussions  or   negotiations   with
                           governmental authorities in connection therewith,



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                  (ii)     mobilization  and   de-mobilization  of  work  crews,
                           supplies,  Facilities  and  equipment to and from the
                           Property,  including all  transportation,  insurance,
                           customs  brokerage and import and export taxes,  fees
                           and  charges  and all  other  governmental  levies in
                           connection therewith,

                  (iii)    implementing  and carrying out any program of surface
                           or underground  prospecting,  exploring or mapping or
                           of geological, geophysical or geochemical surveying,

                  (iv)     trenching or other surface or near surface sampling,

                  (v)      reverse circulation, diamond or other drilling,

                  (vi)     drifting, raising or other underground work,

                  (vii)    assaying and metallurgical testing,

                  (viii)   carrying  out  environmental  studies  and  preparing
                           environmental impact assessment reports,

                  (ix)     carrying out all required restoration and reclamation
                           of the  Property  required as a result of  activities
                           thereon hereunder, and posting any bond (whether cash
                           or surety)  required in that regard by any applicable
                           governmental authority,

                  (x)      preparing  and  making   submissions   to  government
                           agencies  with  respect to  substitute  or  successor
                           title to any of the Property and test and  production
                           permits,

                  (xi)     acquiring,  constructing and transporting Facilities,
                           and

                  (xii)    all office  overhead and  administrative  expenses of
                           Mina Real including without  limitation,  fees wages,
                           salaries,  traveling  expenses  and  fringe  benefits
                           (whether  or not  required  by  law)  of all  persons
                           engaged in work with  respect to and for the  benefit
                           of the  Property  and the  food,  lodging  and  other
                           reasonable needs of such persons;

         (h)      "FACILITIES"  means all  mines,  mills and  plants  including,
                  without  limitation,  all pits, shafts,  haulageways and other
                  underground  workings,  and all  buildings,  plants  and other
                  structures, fixtures and improvements, and all other property,
                  whether  fixed or moveable,  as the same may exist at any time
                  in, or on the  Property  or outside  the  Property  if for the
                  exclusive  benefit of the  Property  only  including,  without
                  limitation, the construction of a mill on the Property;


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         (i)      "FUNDING  DATE" means the date of any funding of an Advance by
                  Rochester;

         (j)      "FUNDING  REQUEST"  means a request  for an  Advance  from the
                  Development Facility;

         (k)      "MINA REAL  CONCESSIONS" has the meaning assigned to that term
                  in Recital B;

         (l)      "NET PROFITS  ROYALTY"  means the royalty which may be payable
                  to a in accordance with this Agreement, as defined, calculated
                  and paid in accordance with Schedule "B" hereto;

         (m)      "ORE" means all materials  from the  Property,  the nature and
                  composition of which,  in the sole judgement of the Mina Real,
                  justifies either:

                  (i)      mining  or  removing  from  place  and  shipping  and
                           selling such material, or delivering such material to
                           a   processing   plant  for   physical   or  chemical
                           treatment, or

                  (ii)     processing of such material in place;

         (n)      "PARTICIPATION  PREMIUM" means a premium  payment to Rochester
                  in the  amount of 25% of the total  amount of the  Development
                  Facility;

         (o)      "PROPERTY" means the Mina Real  Concessions,  and all mineral,
                  surface, water and ancillary or appurtenant rights attached or
                  accruing  thereto,  and any mining  licenses,  mining  leases,
                  permits,  concessions or other form of substitute or successor
                  mineral  title or  interest  granted,  obtained  or  issued in
                  connection with or in place of or in substitution for any such
                  tenures or interests; and

         (p)      "WORK  COMMITMENT"  has the  meaning  assigned to that term in
                  Recital C;

1.2      All  references  to moneys  hereunder  will be to lawful  monies of the
United States unless specifically  stated otherwise.  All payments to be made to
any party  hereunder may be made by bank draft mailed or delivered to such party
at its address  for notice  purposes as  provided  herein,  or by wire  transfer
deposited  for the account of such party at such bank or banks as such party may
designate  from time to time by notice to the paying  party.  Said bank or banks
will be deemed the agent of the designating  party for the purpose of receiving,
collecting and receipting such payment.

2.       REPRESENTATIONS AND WARRANTIES

2.1      Each of Rochester and ALB represents and warrants to the other that:

         (a)      it is a  company  duly  incorporated,  organized  and  validly
                  subsisting  under the laws of its  incorporating  jurisdiction
                  and is qualified  to acquire and dispose of interests  in, and
                  to explore, develop and exploit, mining Property;

         (b)      it has full  power,  capacity  and  authority  to carry on its
                  business and to enter into and perform its  obligations  under
                  this Agreement and any agreement or instrument  referred to or
                  contemplated by this Agreement;

         (c)      all necessary  corporate and  shareholder  approvals have been
                  obtained  and are in effect with  respect to the  transactions
                  contemplated  hereby, and no further action on the part of the
                  directors  or  shareholders  is necessary or desirable to make
                  this Agreement valid and binding on a party;


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         (d)      neither the execution  and delivery of this  Agreement nor any
                  of the agreements  referred to herein or contemplated  hereby,
                  nor the consummation of the transactions  hereby  contemplated
                  conflict  with,  result  in the  breach of or  accelerate  the
                  performance required by, any agreement to which it is a party;
                  and

         (e)      the  execution   and  delivery  of  this   Agreement  and  the
                  agreements  contemplated  hereby will not violate or result in
                  the  breach  of the  laws of any  jurisdiction  applicable  or
                  pertaining thereto or of its constating documents.

2.2      Each of ALB and Mina Real represents and warrants to Rochester that:

         (a)      all of the representations and warranties described in Section
                  2.1 apply to Mina Real;

         (b)      ALB  beneficially  owns  100% of the  issued  and  outstanding
                  shares of Mina Real;

         (c)      Mina Real is the 100% undivided beneficial owner and is in the
                  process of becoming the registered owner of the Property which
                  is  accurately  described in Schedule "A" hereto , and in good
                  standing,  is  free  and  clear  of  all  liens,  charges  and
                  encumbrances  and are not subject to any claims  against their
                  validity by any person;

         (d)      ALB has the exclusive  right to enter into this  Agreement and
                  all  necessary  authority  to dispose of an interest in and to
                  its shares in Mina Real in  accordance  with the terms of this
                  Agreement;

         (e)      no  person,   firm  or  corporation  has  any  proprietary  or
                  possessory  interest in the Property other than ALB, Mina Real
                  and  Rochester  hereunder,  and no other person is entitled to
                  any royalty or other  payment in the nature of rent or royalty
                  on any  Ore or  Product  other  than a 1% Net  Smelter  Return
                  Royalty in favour of MINAS DE VALLARTA S.A. DE C.V ;

         (f)      no person has any right,  agreement,  option or understanding,
                  commitment  or privilege  capable of becoming an agreement for
                  the purchase from ALB or any of its Affiliates of any interest
                  in or to the  Property or Mina Real other than ALB,  Mina Real
                  and Rochester;

         (g)      there  is  no  public  or  private  litigation,   arbitration,
                  proceeding  or other  governmental  investigation  pending  or
                  threatened  involving any of the Property or ALB or any of its
                  Affiliates which may, if adversely determined,  materially and
                  adversely  affect the Property or the interests of ALB therein
                  or which seeks to or would, if successful,  prevent,  restrain
                  or prohibit any of the transactions contemplated herein;

         (h)      to  the  best  of  its  knowledge,   information  and  belief,
                  conditions  on and  relating to the  Property  and  operations
                  conducted by ALB thereon are in compliance with all applicable
                  laws, regulations or orders relating to environmental matters;

         (i)      to the best of its knowledge,  information  and belief,  there
                  are  no   outstanding   orders  or   directions   relating  to
                  environmental    matters   requiring   any   work,    repairs,
                  construction  or  capital  expenditures  with  respect  to the
                  Property and the conduct of operations related thereto, it has
                  not received any notice of the same and it is not aware of any
                  basis on which any such order or direction could be made; and



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         (j)      it is not aware of any material fact or circumstance which has
                  not been  disclosed to Rochester  which should be disclosed in
                  order to prevent the  representations  and  warranties in this
                  section  from being  misleading  or which may be  material  in
                  Rochester decision to enter into this Agreement and acquire an
                  interest in the Mina Real.

2.3      The representations and warranties  hereinbefore set out are conditions
on which the  parties  have  relied in  entering  into this  Agreement  and will
survive the  acquisition  of any interest in Mina Real by Rochester  and each of
the parties will  indemnify and save the other  harmless from all loss,  damage,
costs,  actions and suits arising out of or in connection with any breach of any
representation,  warranty,  covenant,  agreement  or  condition  made  by it and
contained in this Agreement.

3.       DEVELOPMENT FUNDING

3.1      Rochester  hereby agrees to make available to Mina Real the Development
Facility to be used exclusively for the Development Program.

3.2      The Development Facility is a non recourse funding facility which shall
be  repaid  exclusively  from  the  80%  Net  Profits  Royalty  from  Commercial
Production granted to Rochester under this Agreement.

3.3      Commencing on the date of  Commercial  Production,  Rochester  shall be
entitled to receive an 80% Net Profits Royalty from Commercial  Production until
the full  Development  Facility and the  Participation  Premium has been paid in
full.  Such Net Profits  Royalty shall be registered at the request of Rochester
against the Property in accordance with the laws of Mexico and the parties shall
cooperate to do all things required to properly register the Net Profits Royalty
with the applicable mining registry in Mexico.

3.4      Mina Real will provide to Rochester  such advance notice that Rochester
may require but exceeding  five business days in writing of any Funding  Request
specifying the amount and date of the requested  Advance  together with a budget
of proposed expenditures for the Advance.

3.5      Subject to Section 4, Advances to Mina Real shall be made by bank draft
or wire transfer in the amount of the Funding Request on the Funding Date.

3.6      Until such time as Rochester has completed the Work  Commitment to earn
a 40% interest in Mina Real, all Advances by Rochester  shall be deemed to apply
to the Work Commitment.

4.       CONDITIONS FOR FUNDING

4.1      Following the execution of this Agreement,  the obligation of Rochester
to provide an Advance  following  receipt of a Funding Request is subject to the
following  conditions  any of which  conditions  Rochester may waive in its sole
discretion:

         (a)      all  representations  of ALB and Mina  Real in this  Agreement
                  being true;

         (b)      Rochester  agreeing to the  purpose of the Funding  Request in
                  its sole discretion;

         (c)      Rochester  approving each budget  relating to the  Development
                  Program;



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         (d)      Rochester   approving  of  the  Development  Program  and  any
                  amendments to the Development Program;

         (e)      receipt by Rochester of any regulatory approvals, if required;

         (f)      Mina Real being up to date on all Net Profits Royalty payments
                  required to be made to Rochester under this Agreement;

         (g)      within 60 days of this  Agreement,  ALB  granting an option to
                  Rochester to purchase the balance of the ownership interest in
                  Mina Real on terms acceptable to Rochester;

         (h)      there  being no adverse  change in the  financial  position of
                  Mina Real, or the operations of Mina Real;

         (i)      neither  ALB  or  Mina  Real  enters  into  a  negotiation  or
                  agreement  with  respect  to  the  sale,   merger,   corporate
                  reorganization,  option or acquisition of any nature of any of
                  the shares of Mina Real or any portion of the Property without
                  the consent of Rochester;

         (j)      there  being no  additional  encumbrances  on the  Property or
                  encumbrances  of any shares in the  capital of Mina Real to be
                  issued or sold to Rochester without the consent of Rochester;

         (k)      Rochester  being  satisfied  in its sole  discretion  with the
                  results  or  progress  of  the  Development  Program  and  its
                  progress in bringing the Property into Commercial Production;

         (l)      neither  ALB nor  Mina  Real  is in  default  of any  material
                  agreement which default may materially affect ALB or Mina Real
                  or its  ability  to  comply  with  the  terms  of  the  Option
                  Agreement or this Agreement.

5.       NOTICES

5.1      Any notice,  direction or other instrument  required or permitted to be
given under this  Agreement  will be in writing and may be given by the delivery
of the  same or by  sending  the  same by  electronic  facsimile,  in each  case
addressed as follows:

         (a)      If to ALB or Mina Real at:

                  ALB Holdings Ltd.
                  1305 - 1090 West Georgia Street,
                  Vancouver, B.C., Canada V6C 3V7
                  Attention: President
                  Facsimile No.: (604) 683-1585

         And :    Mina Real Mexico SA de CV, Attention: President
                  Rio Tajo # 6
                  Entre Everest y Andes
                  Colonia Lindavista, C.P. 63110
                  Tepic, Nayrit
                  Mexico
                  Facsimile No.: 52-311-218-9091



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         (b)      If to ROCHESTER at:

                  Rochester Resources Ltd.
                  1305 - 1090 West Georgia Street,
                  Vancouver, B.C. V6E 3V7
                  Attention: President
                  Facsimile No.: (604) 688-3348

5.2      Any notice, direction or other instrument aforesaid will, if delivered,
be deemed to have been given and  received on the day it was  delivered  and, if
sent by facsimile, be deemed to have been given or received on the day it was so
sent unless it was sent:

         (a)      on a day which is not a Business  Day in the place to which it
                  was sent; or

         (b)      after 4:00 p.m. in the place to which it was sent,

in which cases it will be deemed to have been given and received on the next day
which is a Business Day in the place it was sent to.  Notices which are required
to be sent  for  information  purposes  are  required  to be  sent,  but for the
purposes of determining the time when receipt of a notice is effective hereunder
it is the time of receipt of the primary notice which is relevant.

5.3      Any party may at any time give to the  others  notice in writing of any
change of address of the party  giving such notice and from and after the giving
of such notice the address or addresses  therein  specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.

6.       FORCE MAJEURE

6.1      No  party  will  be  liable  for  its  failure  to  perform  any of its
obligations  under this  Agreement  due to a cause  beyond its control  (each an
"Intervening  Event") (except those caused by its own lack of funds)  including,
but not  limited to adverse  weather  conditions,  environmental  or native land
claims protests or blockages, war, insurrection or other acts against a lawfully
appointed  or elected  governing  body,  acts of God,  fire,  flood,  explosion,
strikes, lockouts or other industrial disturbances,  laws, rules and regulations
or orders of any duly constituted governmental authority, delays in the granting
or issuance of any necessary permits,  licenses or consents or  non-availability
of labour, equipment, materials or transportation.

6.2      A party relying on the  provisions of subsection 6.1 will promptly give
written notice to the others of the particulars of the Intervening Event and all
time limits imposed by this Agreement will be extended from the date of delivery
of such notice by a period  equivalent to the period of delay  resulting from an
Intervening Event.

6.3      A party  relying  on the  provisions  of  subsection  6.1 will take all
reasonable  steps to eliminate  any  Intervening  Event and, if  possible,  will
perform its obligations  under this Agreement as far as commercially  practical,
but  nothing  herein  will  require  such  party to settle or adjust  any labour
dispute or to question or to test the validity of any law,  rule,  regulation or
order  of  any  duly  constituted  governmental  authority  or to  complete  its
obligations  under this  Agreement if an  Intervening  Event renders  completion
commercially impracticable.  A party relying on the provisions of subsection 6.1
will give written notice to the others as soon as such Intervening  Event ceases
to exist.



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7.       DEFAULT

7.1      Notwithstanding  anything in this Agreement to the contrary (other than
the  provisions of this  Agreement  providing  for  elections to contribute  and
contributions to any Program and any Production Program,  for which no notice of
default need by given), if any party (a "Defaulting Party") is in default of any
requirement  herein  set forth the party  affected  by such  default  ("Affected
Party") may give  written  notice  ("Default  Notice") to the  Defaulting  Party
specifying the default and unless:

         (a)      with  respect to any  default in the  payment of any moneys or
                  the issuance of any shares, within five (5) days of receipt of
                  the  Default  Notice  the  Defaulting  Party  has  cured  such
                  default;

         (b)      with respect to any default, other than a default in paragraph
                  14.1(a),  which can  reasonably  be cured within a thirty (30)
                  days period, within thirty (30) days of receipt of the Default
                  Notice the Defaulting Party has cured such default; or

         (c)      with respect to any default, other than a default in paragraph
                  14.1(a),  which is not of a nature as can  reasonably be cured
                  within a  thirty  (30) day  period,  within a thirty  (30) day
                  period following  receipt of the Default Notice the Defaulting
                  Party has taken  reasonable  and prudent action to commence to
                  cure such default and thereafter diligently pursues the curing
                  of such default  until cured,  subject to a maximum  period to
                  cure such default of one hundred and twenty (120) days;

         the  Affected  Party will be entitled to seek any remedy it may have on
         account of such default including, without limitation, terminating this
         Agreement   and/or  seeking  the  remedies  of  specific   performance,
         injunction or damages against the Defaulting Party.

8.       ARBITRATION

8.1      Any dispute,  controversy  or claim  arising out of or relating to this
Agreement,  or the breach,  termination  or invalidity of it, or any deadlock or
inability  of the parties to agree on a course of action to be taken  hereunder,
will be referred to and finally  resolved by arbitration  under the rules of the
BRITISH COLUMBIA  INTERNATIONAL  COMMERCIAL  ARBITRATION CENTRE in effect on the
date hereof.

8.2      The parties agree that:

         (a)      the  appointing   authority  will  be  the  BRITISH   COLUMBIA
                  INTERNATIONAL COMMERCIAL ARBITRATION CENTRE;

         (b)      the  case  will  be  administered  by  the  BRITISH   COLUMBIA
                  INTERNATIONAL COMMERCIAL ARBITRATION CENTRE in accordance with
                  its "Procedures for Cases under the BCICAC Rules";

         (c)      the place of arbitration will be Vancouver, British Columbia;

         (d)      the number of arbitrators  will be three; and

         (e)      the language used in the arbitral proceeding will be English.



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8.1      The  arbitrators'  fees  will be paid by both  parties  in equal  parts
during the course of the arbitration but upon final decision of the dispute, the
defeated party will pay all costs and reimburse all arbitration costs, including
the amounts paid by the prevailing  party,  subject to the contrary  decision of
the arbitrators.

8.2      Arbitrations  pursuant to this  section 8 will be carried out in such a
manner as to render the arbitration award  enforceable in British Columbia,  and
in that  regard  all  requirements  of any such  jurisdiction  with  respect  to
rendering a foreign arbitral award enforceable will be complied with.

8.3      The City of Vancouver  will be the venue for any legal  proceedings  to
enforce in British Columbia.

9.       GENERAL

1.2      The parties will execute such further and other  documents  and do such
further and other things as may be necessary or convenient to carry out and give
effect to the intent of this Agreement.

1.3      Time will be of the essence in the performance of this Agreement.

1.4      The headings of the sections of this Agreement are for convenience only
and do not form a part of this  Agreement  nor are they  intended  to affect the
construction  or meaning of anything  herein  contained or govern the rights and
liabilities of the parties.

1.5      This  Agreement  will enure to the  benefit of and be binding  upon the
parties hereto and their respective successors and permitted assigns.

1.6      This Agreement  constitutes  the entire  agreement  between the parties
and, except as hereafter set out,  replaces and supersedes all prior agreements,
memoranda,  correspondence,  communications,  negotiations and  representations,
whether oral or written, express or implied,  statutory or otherwise between the
parties with respect to the subject matter herein.

1.7      This Agreement will be governed by and construed  according to the laws
of  British  Columbia  and the laws of Canada.  All  actions  arising  from this
Agreement  will be  commenced  and  maintained  in the Supreme  Court of British
Columbia.



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         IN WITNESS  WHEREOF the parties  hereto have executed these presents as
of the day and year first above written.


ALB HOLDINGS LTD.                            MINA REAL MEXICO S.A. DE C.V.


Per: /s/ Nick DeMare                         Per: /s/ Nick DeMare
---------------------------------            ---------------------------------
Authorized Signatory                         Authorized Signatory



ROCHESTER RESOURCES LTD.


Per: /s/ Doug Good
---------------------------------
Authorized Signatory





                                     - 11 -
<PAGE>







                                  SCHEDULE "A"

                                    PROPERTY


--------------------------------------------------------------------------------
CONCESSION NAME     CONCESSION TYPE      TITLE NUMBER          ACRES (HECTARES)
--------------------------------------------------------------------------------
La Cruz             Exploration          220101                      2,266.76
Tajos Cuates        Exploration          213209                        120.57
Tommini             Exploration          Pending                       495.00
Tommini II          Exploration          Pending                       495.00
--------------------------------------------------------------------------------
TOTAL               N/A                  N/A                         3,387.33
--------------------------------------------------------------------------------

All concessions lie within the INEGI topographic sheets F13 D32 (Santa Maria del
Oro) and F13D42 (Ixlan del Rio. See following property claim map.











                                      A-1

<PAGE>




THIS IS SCHEDULE "B" TO THE DEVELOPMENT  FACILITY  AGREEMENT MADE AS OF THE ____
DAY OF JUNE, 2006 BETWEEN ROCHESTER  RESOURCES LTD., ALB HOLDINGS LTD. AND MINAS
REAL MEXICO S.A. DE C.V.


1.       Pursuant to the  attached  Development  Facility  Agreement,  Rochester
         Resources  Ltd. (the "Payee") may become  entitled to a 80% Net Profits
         Royalty which shall be calculated  in  accordance  with this  Schedule.
         Unless specifically provided otherwise,  any terms or expressions given
         a defined meaning in this Schedule shall have a  corresponding  meaning
         in the  Development  Facility  Agreement  to  which  this  Schedule  is
         attached.

2.       Minas Real Mexico S.A. de C.V. (the "Owner")  shall,  at the request of
         the Payee, establish a Royalty Account to which it shall debit:

         (a)      Corporate and Administrative Expenditures;

         (b)      Operating Losses;

         (c)      Production Program Costs; and

         (d)      Reserve Charges;

3.       The Owner shall apply Net Profits  first to reduce the amounts  debited
         to the Royalty Account. While there is any debit balance in the Royalty
         Account,  the Owner shall retain all Net Profits.  Whenever the Royalty
         Account  shows no debits,  Net Profits in an amount equal to the credit
         balance in the Royalty  Account shall be  distributed  20% to the Owner
         and 80% to the Payee.

4.       The Owner shall  debit or credit  amounts to the  Royalty  Account,  as
         applicable, on a monthly basis and distribution of Net Profits shall be
         made on a interim  basis  within 30 days  after the end of each  fiscal
         quarter of the Owner.  A final  settlement of the  distribution  of Net
         Profits  shall be made within 90 days of the end of each  fiscal  year.
         The Owner  shall be  entitled  to  deduct  any  overpayment  of the Net
         Profits  Royalty as revealed in the annual  calculation for purposes of
         the  final  settlement  from  future  payments  due to the  Payee.  Any
         underpayment shall be paid forthwith.

5.       In this Schedule the following terms shall have the following meanings:

         (a)      "Commercial  Production" means the commercial  exploitation of
                  Ore,  but does not include  milling for the purpose of testing
                  or milling or  leaching by a pilot plant or during the initial
                  tune-up period of a mill or plant.  Commercial Production will
                  be deemed to have commenced:

                  (i)      if a plant is located on the  Property,  on the first
                           day of the month following the first period of thirty
                           (30)  consecutive  days  during  which  Ore has  been
                           processed  through  such  plant  for  not  less  than
                           fifteen (15) days at an average rate of not less than
                           sixty (60%) percent of the initial rated  capacity of
                           such mill or plant, or

                  (ii)     if no plant is located on the Property,  on the first
                           day of the month following the first period of thirty
                           (30)  consecutive  days  during  which  Ore has  been
                           shipped from the Property on a regular  basis for the
                           purpose of processing and earning revenue;



<PAGE>

                                     - 2 -



         (b)      "Corporate   and   Administrative   Expenditures"   means  all
                  corporate  administrative  costs  of the  Owner  which  do not
                  exceed 15% of the budgeted corporate administrative costs that
                  have been approved by the Payee;

         (c)      "Facilities"  means all  mines,  mills and  plants  including,
                  without  limitation,  all pits, shafts,  haulageways and other
                  underground  workings,  and all  buildings,  plants  and other
                  structures, fixtures and improvements, and all other property,
                  whether  fixed or moveable,  as the same may exist at any time
                  in, or on the  Property  or outside  the  Property  if for the
                  exclusive  benefit of the  Property  only  including,  without
                  limitation, the construction of a mill on the Property;

         (d)      "Mineral   Products"  means  the  end  products  derived  from
                  operating the Property as a mine;

         (e)      "Net Profits"  means,  in any month after the  commencement of
                  Commercial  Production,  the amount by which  Revenue  exceeds
                  Operating Costs;

         (f)      "Operating  the  Property  as a  mine"  or  "operation  of the
                  Property as a mine" means,  after  commencement  of Commercial
                  Production,  any or all of the extraction,  mining,  leaching,
                  milling,  smelting and refining of ores,  minerals,  metals or
                  concentrates  derived from the Property with a view to selling
                  Mineral Products;

         (g)      "Operating Costs" means, for any period after  commencement of
                  Commercial  Production,  all  costs,  expenses,   obligations,
                  liabilities  and charges of whatsoever kind or nature incurred
                  or chargeable  directly or  indirectly in connection  with the
                  operation of the Property as a mine during such period,  which
                  costs, expenses, obligations, liabilities and charges include,
                  without   limiting  the  generality  of  the  foregoing,   the
                  following without duplication:

                  (i)      all  costs  of  or   related   to  the   mining   and
                           transporting of waste, ores or other products and the
                           operation  of the  Facilities  and  all  costs  of or
                           related to the processing,  treating and marketing of
                           Mineral    Products     including     transportation,
                           commissions and/or discounts;

                  (ii)     all  costs  of   maintaining   in  good  standing  or
                           reviewing  from  time to time  the  Property  and any
                           interest  therein  or  ancillary   thereto  including
                           payment of all government  royalties and taxes of any
                           nature whatsoever in connection therewith, other than
                           income taxes;

                  (iii)    such  amount of cash for  working  capital as, in the
                           opinion of the Owner is required for the operation of
                           the Property as a mine;

                  (iv)     all  costs  of  or  related  to  operating   employee
                           facilities, including housing;

                  (v)      all  duties,  charges,   levies,   royalties,   taxes
                           (excluding  taxes levied on the income of the parties
                           and  other  payments  imposed  by any  government  or
                           municipality  or department or agency thereof upon or
                           in connection with operating the Property as a mine;

                  (vi)     fees, wages, salaries, travelling expenses and fringe
                           benefits  (whether  or not  required by law) equal to
                           30% of the  amount  of  gross  salaries  paid  to all
                           persons  directly  engaged  in respect of and for the
                           benefit of the  Property  and all costs  involved  in
                           paying  for the food,  lodging  and other  reasonable
                           needs of such persons;


<PAGE>
                                     - 3 -


                  (vii)    all costs of consulting, legal, accounting, insurance
                           and other services;

                  (viii)   all   exploration    expenditures    incurred   after
                           commencement of Commercial Production;

                  (ix)     all capital costs of operating the Property as a mine
                           including  all costs of  construction,  equipment and
                           mine development including  maintenance,  repairs and
                           replacements and any capital expenditures relating to
                           an   improvement,    expansion,   modernization,   or
                           replacement of the Facilities;

                  (x)      all costs for waste  management,  pollution  control,
                           reclamation  and  remediation,  compensation  and any
                           other  related  costs;

                  (xi)     any  costs or  expenses  incurred  or to be  incurred
                           relating to the  termination  of the operation of the
                           Property as a mine;

                  (xii)    uninsured  losses on the  Facilities or in respect to
                           the operation of the Property as a mine;

                  and except where  specific  provision is made  otherwise,  all
                  Operating   Costs  shall  be  determined  in  accordance  with
                  generally accepted accounting  principles applied consistently
                  from year to year but such costs  shall not include any amount
                  in respect of  amortization  of Corporate  and  Administrative
                  Expenditures,   Production   Program   Costs,   depletion   or
                  depreciation;

         (h)      "Operating  Losses" means, in any month after the commencement
                  of Commercial Production,  the amount by which Operating Costs
                  exceed Revenue;

         (i)      "Production   Program   Costs"   means  all  cash,   expenses,
                  obligations  and  liabilities of whatever kind or nature spent
                  or incurred  directly or indirectly by the Owner in connection
                  with the production program in order to equip the Property for
                  Commercial   Production   including  all  costs  of  obtaining
                  financing,  costs of financing and costs of providing security
                  in connection  with such financing,  working capital  required
                  for the initial six month  operation of the Property as a mine
                  or such longer  period as may be  reasonably  justified in the
                  circumstances and a charge made to the Owner for providing all
                  technical,  management and supervisory  services in connection
                  with the Production Program;

         (j)      Property" means the Property  described in Schedule "A" of the
                  Development  Facility  Agreement to which this Schedule "B" is
                  attached;

         (A)      "Ore" means all materials  from the  Property,  the nature and
                  composition of which,  in the sole judgement of the Mina Real,
                  justifies either:

                  (i)      mining  or  removing  from  place  and  shipping  and
                           selling such material, or delivering such material to
                           a   processing   plant  for   physical   or  chemical
                           treatment, or

                  (ii)     processing of such material in place;

         (k)      "Reserve  Charges"  means  an  amount  to  be  established  by
                  estimating   the   cost   of   rehabilitation,    restoration,
                  reclamation and remediation  which will have to be spent after
                  Commercial Production has terminated and charging a portion of
                  that cost  monthly to the Royalty  Account  over a  reasonable
                  period of time from commencement of Commercial Production;


<PAGE>
                                     - 4 -


         (l)      "Revenue" means the amount of money received by the Owner from
                  the sale of Mineral Products or any assets,  the cost of which
                  has been previously charged to the Royalty Account; and

         (m)      "Royalty  Account"  means the account to be established by the
                  Owner for purposes of calculating the amount of the Net Profit
                  Royalty.

6.       The Owner shall at all times maintain  adequate  records which shall be
         made  available  to the Payee in order  that the Payee may  verify  the
         correctness   of  any  entries  in  the  Royalty   Account  or  in  the
         determination  of the Net  Profits  Royalty.  The Owner  shall  utilize
         methods for  weighing and  sampling  ore which are  generally  accepted
         within the industry.