Exhibit
      10.1

    


     Degussa
      Mexico S.A. de C.V.

     

    SALES
      CONTRACT

    


    Degussa
      Mexico, S.A. de C.V. (hereinafter, the “Seller”) domiciled at Calz.
      México-Xochimilco 5149-BIS, 14610, México, D.F., Republic of Mexico, shall
      supply and Minera
      Santa Rita S De RL De CV.,
      (hereinafter
      called the Buyer), with an office Lamberto Hernandez #73 Pte. 2do. Piso, Col.
      Centro, Caborca, Sonora, Mexico. C.P. 83600 agrees to purchase the following
      goods on the terms stated herein and in the Terms of Sale set forth on the
      reverse side hereof:

     

    Product

     

    SODIUM
      CYANIDE SOLID (hereinafter called the Product) according to packaging
      specifications provided in Addendum A
      and
      minimum product specifications provided in Addendum B

     

    Contract
      period

     

    April
      1,
      2007 to
      March
      31, 2010 (“Initial Term”) and “Evergreen” beyond  

     

    Quantity

     

    100%
      of
      total yearly requirements estimated @ 800 - 1200 metric tons (100% basis)


     

    Price

     

    See
      attached Addendum A


     

    Packaging

     

    See
      attached Addendum A 


     

    Terms
      of payment

     

    See
      attached Addendum A

     

    IN
      WITNESS WHEREOF
      Buyer
      and Seller have caused this sales contract to be duly executed.

    
      	 	 	 
	SELLER:
              Degussa Mexico S.A. de C.V.. 	 
	 
Date:
              March
              2, 2007	 
 	 
 
	 	By:  	/s/ Cristian
              Fischl  
	 	
              

              (Print):
                 Cristian
                Fischl

              Title:
                Director
                of Sales

            
	 	
            


    

     

    
      	 	 	 
	
              BUYER: Minera
                Santa Rita S De RL De CV.

            	
            
	 
 	 
 	 
 
	Date:
              March
              2, 2007	By:  	/s/ John
              Brownlie  
	 	
              

              (Print)
                John
                Brownlie

              Title:
                Chief Operations Officer 

            


    

      

    TERMS
      OF SALE

    


    
      	
              1.

            	
              PURCHASE
                DOCUMENTS.
                The terms and conditions of this supply contract (this “Contract”) shall
                apply to sales hereunder, whether or not expressly referred to in
                each
                purchase order, invoice or other document of purchase or delivery
                issued
                by the Seller or the Buyer. Except as otherwise provided in this
                Contract,
                no condition, understanding or agreement purporting to modify or
                vary the
                terms of this Contract shall be binding unless said modification
                or
                variation is made in writing signed by both parties. This Contract
                shall
                not be modified by the acknowledgment or acceptance of purchase orders,
                invoices or shipping, instruction or other forms or documents containing
                terms or conditions at variance with or in addition to those set
                forth
                herein.

            


    

     

    
      
        
        

      

      
        1
          

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              SHIPMENTS.
                In the event shipments hereunder are to be made over a period of
                time,
                Buyer shall allow for adequate lead time not to exceed 15 calendar
                days
                from the reception of the respective purchase orders and shall specify
                by
                purchase order or otherwise in writing to Seller the quantity, packing
                and
                delivery dates desired for deliveries of the Product during such
                period.
                Seller shall comply with Buyer's wishes as so expressed; however,
                Seller
                shall not be liable for delay or short shipment caused by reasons
                beyond
                Seller's control and shall not be required to deliver in any month
                more
                than the monthly quantity specified, or, if none is specified, more
                than
                the pro rata amount of the total quantity specified.
                

            


    

     

    
      	3.  	
              LIABILITY.
                Upon delivery to Buyer as and at the location specified in Addendum
                A
                hereto , Buyer assumes all responsibility and liability for loss
                and
                damage to the Product or resulting from the handling, storage or
                use of
                the Product. Seller's liability with respect to the Product and under
                this
                contract shall be limited to the purchases price of the Product supplied
                hereunder in respect of which damages are claimed. OTHER THAN AS
                SET FORTH
                IN THIS PARAGRAPH 3, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT,
                SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES WHATSOEVER THAT
                MAY BE
                SUFFERED BY SELLER..OTHER THAN AS SET FORTH IN THIS CONTRACT, BUYER
                SHALL
                IN NO EVENT BE LIABLE FOR ANY, DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL,
                PUNITIVE. OR OTHER DAMAGES WHATSOEVER THAT MAY BE SUFFERED BY
                SELLER.

            


    

    


    
      	4.  	
              FORCE
                MAJEURE.
                Deliveries or acceptance of the Product may be delayed or suspended
                by
                Seller or Buyer In the event of act of God, war, riot, fire, explosion,
                accident, flood, sabotage, inability to obtain fuel, power, raw material,
                labor, containers or transportation, facilities, governmental laws,
                regulations, order or action, breakage or failure of machinery or
                apparatus, national defense requirements or any other event beyond
                the
                reasonable control of such party or in the event of labor trouble,
                strike,
                lockout or injunction (whether or not such labor event is within
                the
                reasonable control of such party), any of which events prevent the
                manufacture, shipment, or acceptance of a shipment of the Product
                or of
                material or services upon which the manufacture of the Product Is
                dependent. If, because of any such event, Seller is unable to supply
                part
                or total demand for the Product or if Buyer, because of any such
                event, is
                unable to accept part or total of quantity contracted for, the affected
                party shall be exempted to such extent from its obligations hereunder
                with
                respect to the particular delivery involved upon giving prompt notice
                of
                such event to the other party. The other party shall be likewise
                exempted
                from Its corresponding obligations, but this contract shall otherwise
                remain unaffected, save for and without detriment to what is provided
                in
                Paragraphs 5 and 6 hereof. Buyer shall not be obligated to sue
                individuals, groups, governmental entities or similar agents giving
                rise
                to events of force majeure, and shall also not be obligated to contest
                or
                challenge governmental actions constituting events of force majuere
                .

            


    

     

    
      	5.	
              ALLOCATION.
                If, due to any of the events specified in Paragraph 4, Seller is
                unable to
                supply Buyer's total demands of Product specified in this contract,
                Seller
                may allocate its available supply among its customers and Its own
                requirements on a pro rata basis if practicable, but In any event
                in its
                sole discretion.

            


      	 	 


      	 	Buyer shall be entitled to contract
              the supply
              of product from other supplier if the Seller is not able to supply
              Product
              to the Buyer for periods longer than 30 days in a given year, regardless
              or whether or not the Seller’s inability to supply Product to the Buyer
              hereunder is caused by force majeure or acts of
              God.


      
      

    

    
      	 	 


      	
              6.

            	
              BUYER’S
                CREDIT.
                .
                Seller reserves the right, among other remedies, either to terminate
                this
                contract or to suspend further deliveries under it in the event Buyer
                fails to pay for any one shipment when payment is due. Should Buyer's
                credit standing become unsatisfactory to Seller, cash payments or
                satisfactory security may be required by Seller for future deliveries
                and
                for goods theretofore delivered.

            


    

     

    Buyer
      reserves the right, among other remedies, to terminate this contract due to
      Seller’s inability to supply Product to the Buyer for periods longer than 30
      days in a given year or due the Seller’s repeated failure to supply Product
      meeting the agreed upon specifications, in both instances without Buyer’s
      liability or responsibility.

    


    
      	7.	
              WARRANTY. SELLER
                MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR INTENDED PURPOSE
                OR
                OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ANY WARRANTY IMPLIED
                BY
                LAW, OTHER THAN THAT THE PRODUCT SHALL BE OF THE SPECIFICATIONS STATED
                HEREIN. Buyer agrees to inspect the Product supplied hereunder immediately
                after delivery and to give notice in writing of any claim within
                thirty
                (30) days of delivery. Failure to give notice in writing as aforesaid
                within the specified time constitutes an unqualified acceptance of
                the
                Product and a waiver of all claims with respect
                thereto.

            


    

     

    
      	8.	
              PRICE
                REVISION..
                See attached Addendum A

            


    

     

    
      
        
        

      

      
        2
          

        
          

        

      

      
        
        

      

    

     

    
      	9.	
              BINDING
                EFFECT.
                This contract shall be binding on the successors and assigns of Buyer
                and
                Seller, provided, however, that Buyer shall not assign this contract
                In
                whole or in part without the prior written consent of Seller and
                Seller
                shall not assign this contract in whole or in part without the prior
                written consent of the Buyer.

            


    

    


    
      	10.  	
              RELATIONSHIP
                OF PARTIES.

            


    

    


    
      	(a)  	
              The
                parties acknowledge that there exists no representation, entrustment
                or
                power of attorney between them to assume any obligations of any nature,
                whether express or implied, in the name of or on behalf of the other
                party, or to obligate the other party in any manner, except as otherwise
                expressly established in this Contract. Accordingly, the parties
                agree not
                to hold themselves out as representatives of each other and to refrain
                from using words or phrases that would indicate a representation
                relationship between them, except as expressly established in this
                Contract.

            


    

    


    
      	 	
              (b)

            	
              By
                virtue of the fact that the parties are entities that, in accordance
                with
                Article 13 of the existing Mexican Federal Employment Law, each possess
                their individual and sufficient faculties to fulfill their obligations
                and
                effectuate their activities, each of the parties shall be solely
                responsible to comply with each and every one of their respective
                obligations related to their workers, employees and agents, given
                that as
                between either of the parties and the employees of the other there
                exists
                no employment or other relationship. Each of the parties shall indemnify
                and hold the other party harmless with respect to any labor or other
                complaints that are brought against one of the parties by the personnel
                of
                the other party, or which are brought by any individual that purports
                to
                be the other party’s agent or representative, or which are initiated by
                unions and other labor organizations or by any labor authorities,
                including the Social Security (IMSS), the National Institute for
                the
                Workers’ Housing Fund (INFONAVIT), as well as fiscal authorities.
                

            


    

    


    
      	11.  	
              COMPLIANCE
                WITH LAWS.

            


    

    


    
      	
            	(a)	
              The
                Buyer and the Seller shall comply in the United Mexican States with
                all
                applicable federal, state or municipal laws, regulations, official
                norms
                and other applicable dispositions that are related to the Product,
                its
                use, sale, marketing, transportation and other activities related
                to the
                same. By virtue of the foregoing, the Buyer and the Seller must have
                all
                necessary permits, licenses, registrations, concessions and/or other
                authorizations that are necessary to acquire, handle, possess, sell,
                market, use and/or transport the
                Product.

            


    

     

    
      	 	
              (b)

            	
              The
                Buyer obligates to indemnify and hold the other party harmless from
                any
                complaint, claim, preventive measure and/or fine presented against
                or
                imposed upon the other party, as well as any amount that the other
                party
                is required to pay as a result of any of the party’s violation of any law,
                regulation, official norm or any applicable disposition related to
                the
                acquisition, handling, possession, sale, marketing, use and/or
                transportation of the Product.

            


    

     

    
      	12.  	
              NOTICES.

            


    

    


    
      	(a)  	
              All
                notices provided for in this Contract and any other notice, demand
                or
                communication pursuant to this Contract must be provided in writing
                to all
                the parties hereto and may be given: (i) via personal delivery; (ii)
                via
                courier service with return receipt requested; (iii) by certified
                mail,
                first-class postage prepaid, return receipt requested; or (iv) by
                facsimile, provided the sender has evidence that the facsimile was
                received by the addressee’s facsimile
                machine.

            


    

    


    
      	 	
              (b)

            	
              Notices
                shall be effective: (i) if delivered personally or by facsimile on
                the
                date of delivery if delivered before 6:00 p.m. on a business day,
                and on
                the next business day if delivered after 6:00 p.m. or on a non-business
                day; and (ii) on the date of delivery if sent by mail or
                courier.

            


    

    


    
      	 	
              (c)

            	
              Notices
                and other communications shall be addressed to the respective parties
                at
                the addresses set forth below. Any address or name specified below
                may be
                modified by a notice given in accordance with the provisions of this
                Paragraph 12, so long as the modification of name or address must
                be
                notified at least 3 (three) days prior to becoming
                effective.

            


    

    


    
      	 	
              (i)

            	
              If
                intended for the Seller:

            


    

    


    Degussa
      Mexico, S.A. de C.V.

    Calz.
      México-Xochimilco 5149-BIS

    14610,
      Mexico D.F.

    Mexico

    Attn:
      _____________

    Telecopier
      Number: (52) ______________

    


    
      
        
        

      

      
        3
          

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy to:

    


    CyPlus
      Canada Inc.

    3612,
      boul, Poirier

    Saint-Laurent,
      Quebec

    H4R
      2J5

    Canada

    Telecopier
      Number: (514) 337-9057

    


    (ii)           If
      intended for the Buyer:

    


    Minera
      Santa Rita S de RL de CV

    Lamberto
      Hernandez No. 73 Poniente Col. Centro CP 83600

    Attn:
      John Brownlie, Chief Operating Officer

    Telecopier
      Number: (52) 637 37 27094

    


    13.
      ENTIRETY
      OF CONTRACT / WAIVER.

    


    
      	(a)  	
              This
                Contract and its respective Exhibits constitutes the full understanding
                of
                the parties with respect to the subject matter set forth herein;
                and by
                virtue of the same the parties hereby terminate any and all other
                agreements, covenants or contracts, whether verbal or in writing,
                that the
                parties may have executed prior to this Contract as concerns the
                same
                subject matter.

            


    

    


    
      	(b)  	
              The
                failure by one of the parties to demand or insist compliance with
                any of
                the terms or conditions of this Contract or to exercise any of the
                rights
                derived there from shall not be interpreted as a waiver to demand
                compliance with said terms and conditions or the future exercise
                of said
                rights, and the obligation of the other party concerning the same
                shall
                remain in full force and effect. In any event, the waiver of any
                right or
                remedy by either party must be in writing
                .

            


    

    


    
      	14.	
              GOVERNING
                LAW.
                The parties submit to the federal mercantile legislation of the United
                Mexican States, and any supplementary legislation thereto, as concerns
                the
                validity, interpretation and performance of this Contract
                .

            


    

    


    
      	15.	
              DISPUTE
                RESOLUTION.
                Any
                dispute, controversy or claims arising out of or relating to this
                Contract
                or the breach, termination, or invalidity thereof shall be resolved
                through binding arbitration (the “Arbitration”) which shall be conducted
                as follows:

            


    

    


    
      	(a)  	
              The
                Arbitration shall occur in the City of Mexico or of Hermosillo, Sonora,
                at
                the election of the plaintiff, through the establishment of an Arbitration
                tribunal comprised of 3 (three) members appointed by the International
                Chamber of Commerce of Mexico City.

            


    

    
      	 	 


      	(b)  	
              The
                Arbitration shall be subject to the International Chamber of Commerce
                Conciliation and Arbitration Rules.

            


    

    


    
      	(c)  	
              The
                language of the Arbitration shall be in English, with the understanding
                that any documents in Spanish may be presented and admitted as evidence
                without having to be translated.

            


    

    


    
      	(d)  	
              The
                arbitration award shall be final and binding on both parties and
                shall not
                be subject to appeal and shall be enforceable in any competent court
                in
                accordance with the terms of same. 

            


    

    



    
      
        
        

      

      
        4
          

        
          

        

      

       

    


    Degussa
      Mexico, S.A. de C.V.

    


    Addendum
      A

    


    This
      Addendum is to the Sales Contract between Degussa Mexico, S.A. de C.V. and
      Minera Santa Rita S De RL De CV. , (Buyer), dated April 1, 2007 for the purchase
      and sale of Sodium Cyanide.

    


    Product

     

    Sodium
      Cyanide solid bricks 

     

    Quantity

     

    100%
      of Buyers Estimated Requirements:

     

    In
      the years 2007-2010 the demand at Santa Rita mine is estimated to be 800 -
      1200
      metric tons/year (100% basis)

     

    Packaging

     

    UN-approved
      wooden boxes, returnable or non-returnable containing 1000 kg net of product,
      in
      PP-big-bag with PE-liner.

    


    Price

    From
      April 1, 2007 until March 31st
      2008 USD
      1850,-/mt

    From
      April 1, 2008 until March 31st
      2009 USD
      1905,-/mt

    From
      April 1, 2009 until March 31st
      2010 USD
      1960,-/mt

    


    Origin

    United
      States and/or Europe

    


    Delivery

    DDP
      [Delivered Duty Paid] Title and risk of loss for product in boxes shall pass
      once the boxes arrive in buyer’s warehouse on mine site at Proyecto “ El
      Chanate” ten kilometers to the north at the 82 Kilometers of the Federal Highway
      No. 2 in the Municipality of Altar, Sonora.

    


    F.O.B.
      Point:

    DDP
      [Delivered Duty Paid] Minera Santa Rita S De RL De CV mine
      site
      at Proyecto “ El Chanate” ten kilometers to the north at the 82 Kilometers of
      the Federal Highway No. 2 in the Municipality of Altar, Sonora

    


    Terms
      of Payment:
      

    Product
      is sold to Buyer on a net thirty (30) day basis. Overdue amounts will be charged
      interest at 1.5% per month (18% per annum) beyond forty-five (45) days from
      date
      of invoice.

     

    
      
        
        

      

      
        5
          

        
          

        

      

       

    


    Degussa
      Mexico S.A. De C.V.


    


    Addendum
      B

    


    This
      Addendum is to the Sales Contract between Degussa Mexico, S.A. de C.V. and
      Minera Santa Rita S De RL De CV , (Buyer), dated April 1, 2007 for the purchase
      and sale of Sodium Cyanide.

     

    Product
      Specification:

    

      
        	 	 	 	 	
                Minimum 

              	
                 

              	
                Maximum

              	 
	
                Sodium
                  Cyanide

              	 	 	
                (

              	
                %)

              	 	
                98.0

              	 	 	
                99.5

              	 
	
                Sodium
                  Hydroxide 

              	 	 	
                (

              	
                %)

              	 	
                0.06

              	 	 	
                0.8

              	 
	
                Sodium
                  Formate

              	 	 	
                (

              	
                %)

              	 	
                0.1

              	 	 	
                0.8

              	 
	
                Water 

              	 	 	
                (

              	
                %)

              	 	
                0.1

              	 	 	
                0.5

              	 
	
                Sodium
                  Carbonate

              	 	 	
                (

              	
                %)

              	 	
                0.1

              	 	 	
                0.9

              	 
	
                Color 

              	 	 	white	 	 	 	 	 	 	 


      



    Special
      Conditions:

    Exports
      of Sodium Cyanide from the US and Europe to Mexico are subject to approval
      of
      and export license. The granting of a license is largely dependent on the timely
      and accurate information supplied by the buyer. Any delay may cause the delay
      of
      shipments. 

    


    Safety
      Training:  

    Cyplus
      follows strict Responsible Care Guidelines. CyPlus experts will visit the plant
      site to evaluate the potential improvements of safety on a yearly basis.


    


    Taxes:

    All
      taxes
      are extra if applicable.

     

    Evergreen
      Clause:

    This
      contract shall commence on April 1, 2007 and will run for an Initial Term of
      thirty-six (36 months ("Initial Term") to March 31, 2010. Thence this contract
      shall automatically renew for successive two (2) year terms unless terminated
      by
      either party (effective at the end of the Initial Term or any renewal term),
      upon written notice to the other party at least ninety (90) days prior to the
      anniversary date of the contract (January 1st
      for the
      purpose of this agreement). The Price will be negotiated at least ninety (90)
      days prior to March 31, 2010 for the period April 1, 2010 to March 31, 2012.
      


    


    
      
        
        

      

      
        6