EXHIBIT 10.1

                     RESTATED AGREEMENT OF OCCUPANCY AND USE


         This RESTATED AGREEMENT OF OCCUPANCY AND USE (the "Agreement" )is made
and entered into this______ day of _____________, 200__, by and between MINERA
RIO GRANDE S.A., with an address located at Jiron Puerto Pizzaro, Manzana 15,
Lote 5, Urbanizacion Portada del Sol, Primera Etapa, La Molina, Lima, Peru
("Rio"), and QUILLABAMBA MINING SAC, with an address located at Sir William's
Court, 851 South Rampart Blvd., Suite 150, Las Vegas, Nevada 89145
("Quillabamba"). Rio and Quillabamba may be referred to collectively in this
Agreement as the "Parties" or individually as a "Party."

         Whereas, on November 25, 200__, Rio and Quillabamba entered into that
certain Agreement of Occupancy and Use (the "Original Agreement") pursuant to
which Quillabamba was granted the right to occupy and use that certain land
located at Coyotayoc, Sector Illapani, Provincia De La Convencio, Cuzco (the
"Camp"), including, but not limited to, its contents, facilities, buildings,
water supply, utilities, hardware, software, communications equipment,
machinery, mechanical installations, infrastructure, vehicles and supplies, as
well as all equipment owned by Rio located at the Camp as described more fully
in List B to the Original Agreement, in exchange for Rio's right to use the
equipment owned by Quillabamba located at the Camp as described more fully in
List A to the Original Agreement.

         Whereas, Rio and Quillabamba desire to clarify and restate certain of
the terms contained in the Original Agreement.

         NOW, THEREFORE, with the foregoing background incorporated herein, for
valuable consideration, including the covenants and agreements hereinafter
contained, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

         1. Quillabamba's Use of Camp and Rio's Equipment. In consideration of
the rights granted to Rio under Section 2 below, Rio does lease, let and demise
unto Quillabamba, its successors and assigns, the free, unfettered right to
access and use the Camp, including, but not limited to, its contents,
facilities, buildings, water supply, utilities, hardware, software,
communications equipment, machinery, mechanical installations, infrastructure,
vehicles and supplies, including all equipment owned by Rio located at the Camp
as described more fully in List B to the Original Agreement and incorporated
herein as if stated in full and any other equipment purchased or to be purchased
by Rio for use at the Camp, for the purposes of exploring, drilling and mining,
and taking, storing, removing and disposing of such mined materials, and any and
all uses and purposes incidental or related thereto including, but not limited
to, the right to construct any and all operations necessary to Quillabamba's use
of the Camp. To the extent necessary, Quillabamba is hereby granted an easement
and right of way for roads, pipelines, electrical transmission lines, and any
other uses related to its use of the Camp, over the Camp and any other lands now
or in the future owned, leased or otherwise controlled by Rio in the vicinity of
the Camp. Notwithstanding anything here to the contrary, Rio has the right to
utilize the Camp in conjunction with Quillabamba and, further, has the right to
enter the Camp for purposes of inspecting the Camp and its equipment.

         2. Rio Use of Quillabamba's Equipment. In consideration for the rights
granted to Quillabamba under Section 1 above, Quillabamba does grant to Rio, its
successors and assigns, the right to use the equipment owned by Quillabamba and
located at the Camp as described more fully in List A to the Original Agreement
and incorporated herein as if stated in full and any other equipment purchased
or to be purchased by Quillabamba for use at the Camp for the purposes of
exploring, drilling and mining, and taking, storing, removing and disposing of
such mined materials, and any and all uses and purposes incidental or related
thereto.

         3. Term and Renewal Option. The term of this Agreement shall be for of
period of ten (10) years commencing on the Effective Date of this Agreement (the
"Term"). Quillabamba shall have the option, at its sole and absolute discretion,
to renew this Agreement for additional consecutive ten (10) year terms ("Renewal
Term"), under the same terms and conditions as set forth in this Agreement.
Prior to the expiration of the Term or any

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Renewal Term, Quillabamba shall notify Rio of its decision to exercise its
option to renew this Agreement for an additional ten (10) years; provided,
however, that if Quillabamba fails to notify Rio of its decision to renew this
Agreement prior to the expiration of the Term or any Renewal Term, Quillabamba
shall have a grace period of six (6) months following the expiration of the Term
or any Renewal Term to exercise its renewal option as provided for herein
without penalty such as loss of rights or privileges as granted to Quillabamba
under the terms of this Agreement.

         4. Availability, Location and Priority of Use of Equipment. The Parties
hereto agree to keep all machinery, mechanical installations, infrastructure,
vehicles and supplies, including the equipment described more fully in Lists A
and B, respectively, to the Original Agreement, and all other equipment
purchased or to be purchased for use at the Camp for mining related activities,
at the Camp and readily available for the other Party's use pursuant to this
Agreement; provided, however, that Quillabamba shall have priority over Rio with
respect to the use of any and all such machinery, mechanical installations,
infrastructure, vehicles and supplies located at the Camp, including the
equipment described more fully in Lists A and B, respectively, to the Original
Agreement, and any other equipment purchased or to be purchased for use at the
Camp for mining related activities.

         5. Camp Related Costs and Expenses; Payment. The Parties hereto agree
that all costs and expenses associated with the Camp operations, including, but
not limited to, costs and expenses associated with (a) prepping and treatment of
mining samples, processing of ore at the Recovery Plant, and assaying mining
samples, (b) repairing and maintaining all machinery, mechanical installations,
infrastructure, vehicles and equipment, including the equipment described more
fully in Lists A and B, respectively, to the Original Agreement and any new
equipment purchased or to be purchased by the Parties hereto, located at the
Camp and used by both Parties solely for mining related activities; (c)
domestic, kitchen and security personnel; (d) utilities, including, but not
limited to, electricity, diesel and gasoline; (e) and taxes, subject to Section
7 below (collectively, the "Camp Costs"), are beneficial to both Parties and
therefore shall be apportioned as follows: during months when neither party or
both parties are undertaking mining operations and activities at the Camp, the
Camp Costs shall be shared equally by the Parties (i.e. 50% each Party);
provided, however, that during the months when only one of the Parties hereto is
undertaking mining operations and activities at the Camp, the Party so operating
shall be responsible for 80% of the Camp Costs. Quillabamba agrees to pay all
Camp Costs on a monthly basis and to invoice Rio for its portion of the Camp
Costs in compliance with this Section 5 of the Agreement, which invoice shall be
paid by Rio within ten (10) days of receipt.

         6. Non-Camp Related Costs. The Parties hereto agree that all costs and
expenses related to and associated with non-Camp related activities including,
but not limited to, (a) activities and operations conducted at the Camp not
related to mining; (b) changes to any machinery, mechanical installations,
infrastructure, vehicles, equipment or the like located at the Camp; (c)
purchases of any new machinery, mechanical installations, infrastructure,
vehicles, equipment or the like for use at the Camp; and (d) drilling and mining
activities that occur outside the boundaries of the Camp (collectively, the
"Non-Camp Costs"), shall be the sole responsibility of, and be paid entirely by,
the Party incurring said Non-Camp Costs.

         7. Taxes. The Parties hereto agree to treat all municipal taxes and
local levies imposed upon the Camp shall be treated as "Camp Costs" pursuant to
Section 5 above and apportioned in compliance therewith. All other taxes,
including taxes relating to the Parties respective mining and non-mining
activities, including those taxes, if any, imposed upon materials actually mined
by the Parties or processed from, or related in any manner to, any non-mining
plants or facilities, shall be treated as "Non-Camp Costs" pursuant to Section 6
above and shall be the sole responsibility of, and be paid entirely by, the
Parties incurring such tax.

         8. Suspension. Notwithstanding anything contained herein to the
contrary, it is expressly understood and agreed that the obligations imposed
upon Parties may be suspended so long as and to the extent that the Parties are
prevented from, delayed or hindered in performing such obligations by the
elements, accidents, strikes, lockouts, riots, delays in transportation,
inability to secure materials in the open market, acts of war or conditions
attributable to war or compliance by the Parties with any applicable federal,
state, county, municipal or other governmental agency regulations, rules or
orders, or with proration or curtailment regulations of authorities

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constituted by law, or other causes beyond the reasonable control of the
Parties, whether similar or dissimilar to the foregoing including, but not
limited to, the confiscation or nationalization of the Camp by any governmental
authority or the selling, auction or other disposition of the Camp by any
governmental authority; provided, however, that if any governmental authority
attempts to sell, auction or otherwise dispose of the Camp, the Parties, either
together or separately, may attempt to reacquire ownership to the Concessions.
This Agreement shall remain in full force and effect during any suspension and
for a reasonable time thereafter, provided that after the removal of the cause
or causes preventing, delaying or hindering the performance of such obligation,
the Parties diligently commence or resume the performance of such obligation.

         9. Interference. The Parties hereto shall immediately notify the other
Parties to this Agreement should it become aware if any Party or any non-party
to this Agreement is proposing to take, or has taken, any action to prohibit,
curtail or otherwise interfere in any manner whatsoever with the operation of
the Camp, including access to the Camp, or otherwise affect any of the Parties
rights as set forth in this Agreement.

         10. Notices. Any notice or other communications given or sent pursuant
to this Agreement shall be in writing and shall be deemed given when personally
delivered, mailed by registered or certified mail, return receipt requested, or
delivered by facsimile transmission, to the respective parties at their
addresses indicated below:

         For Rio:               MINERA RIO GRANDE S.A.
                                Jiron Puerto Pizzaro,
                                Manzana 15, Lote 5,
                                Urbanizacion Portada del Sol, Primera Etapa,
                                La Molina, Lima, Peru
                                Fax No.: _______________________
                                Attn: __________________________

         For Quillabamba:       QUILLABAMBA MINING SAC
                                851 South Rampart Blvd., Suite 150
                                Las Vegas, NV  89145
                                Fax No.: _______________________
                                Attn: __________________________

         Such addresses may be changed, from time to time, by means of a notice
         given in the manner provided in this Section of this Agreement.

         11. Severability. Nothing contained in this Agreement shall require or
be construed as to require the commission of any act contrary to any law, rule
or regulation of any governmental authority, and if there shall exist any
conflict between any provision of this Agreement and such law, rule or
regulation, the latter shall prevail and the pertinent provision or provisions
of this Agreement shall be curtailed, limited or eliminated to the extent
necessary to remove such conflict, and as so modified, this Agreement shall
continue in full force and effect.

         12. Waiver. No waiver by any party of any breach or default hereunder
shall be deemed to be a waiver of any preceding or subsequent breach or default.
All waivers must be in writing, specify the breach or default concerned and be
signed by the party against whom the waiver is sought to be enforced. The
payment of any monies by any party shall not be deemed a waiver. This Agreement
and the rights and obligations of the parties hereunder shall inure to the
benefit of and be binding upon the permitted assigns, successors and affiliated
entities of the parties hereto.

         13. Benefit. The provisions of this Agreement are for the exclusive
benefit of the parties who are signatories hereto and their permitted successors
and assigns, and no third party shall be a beneficiary of, or have any rights by
virtue of, this Agreement whether or not such third party is referred to herein.

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         14. Assignment. Quillabamba shall have the right to assign its rights
and obligations under this Agreement to any third party, or to a subsidiary,
parent, successor or affiliate of Quillabamba without the consent of Rio. Rio
shall not have the right to assign its rights and obligations under this
Agreement to any third party, or to a subsidiary, parent, successor or affiliate
of Rio without the prior written consent of Quillabamba, which consent shall not
be unreasonably withheld.

         15. Other Activities at the Camp. The Parties hereto shall not (a)
conduct any activity at the Camp other those related to the Parties respective
mining activities as presently conducted at the Camp and referenced herein, or
(b) permit any third party, or any subsidiary, parent, successor or affiliate of
said Party, to conduct any activity whatsoever at the Camp, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld.

         16. Right of First Refusal. Should Rio receive a bonafide offer to
purchase Rio, the Camp or any or all of its assets, then Quillabamba shall have
the right of first refusal for the purchase of same on the same terms and
conditions as set forth in the offer to purchase received by Rio; provided,
however, that if Quillabamba does not exercise its right of first refusal, then
any such sale shall be subject to this Agreement.

         17. Entire Agreement. This Agreement sets forth the entire Agreement
and understanding among the parties with respect to its subject matter and
supersedes and replaces any and all prior and/or contemporaneous warranties,
representations, and agreements between the parties with respect to the subject
matter hereof whether written or oral; and may not be altered, amended,
discharged and/or modified except by subsequent written agreement executed by
the parties hereto.

         18. Costs and Attorney's Fees. If any act is necessary by Quillabamba
to enforce any provision of this Agreement, Quillabamba shall be entitled to all
costs and expenses incurred, including any and all attorney's fees.

         19. Further Assurances. Each party hereto agrees to perform such
further acts and to execute and deliver such further documents as may be
reasonably necessary to carry out the provisions and intentions of this
Agreement.

         20. Governing Law; Exclusive Jurisdiction; Service of Process. This
Agreement has been delivered at and shall be deemed to have been made at Las
Vegas, Nevada, and shall be interpreted, and the rights and liabilities of the
parties hereto determined, in accordance with the laws of the State of Nevada.
The Parties hereto agree that any proceeding arising out of or relating to this
Agreement shall be exclusively brought in the District Court for the County of
Clark, State of Nevada and each of the parties irrevocably submits to the
exclusive jurisdiction of such court in any such proceeding, waives any
objection it may now or hereafter have to venue or to convenience of forum,
agrees that all claims in respect of the proceeding shall be heard and
determined only in such court and agrees not to bring any proceeding arising out
of or relating to this Agreement in any other court. The parties agree that
either or both of them may file a copy of this Section with such court as
written evidence of the knowing, voluntary and bargained agreement between the
parties irrevocably to waive any objections to venue or to convenience of forum.
Process in any proceeding referred to in this Section may be served on any party
anywhere in the world in compliance with the Notice provision set forth in
Section 12 above. The prevailing party in any such action or proceeding shall be
entitled to an award of all reasonable attorney's fees and costs.

         21. Careful Review. By signing this Agreement, the Parties hereto
acknowledge and warrant that this Agreement was carefully reviewed in its
entirety by it, and that this Agreement was signed and executed voluntarily and
without reliance upon any statement or representation of or by the other Party,
or any representative or agent of the other Party other than statements made
herein.

         22. Legal Compliance. The Parties hereto agree to abide by all
applicable laws and regulations in the performance of their respective duties
provided for in this Agreement.

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         23. Legal Representation. The Parties hereto were represented by
counsel in preparing this Agreement and certify to each other that they have had
the opportunity to consult an attorney, appreciates the legal significance and
consequences of signing this Agreement, including any related tax consequences.
Therefore, the rule regarding construing ambiguities against the drafter of the
agreement does not apply as it relates to this Agreement.

         24. Not a Joint Venture, Partnership, etc. Nothing contained in this
Agreement shall be deemed to create any joint venture, partnership or other
relationship between the Parties and, further, in no way implies, construes or
creates a joint venture, partnership or other relationship between the Parties.

         25. Labor Disputes, etc. Neither Party shall be in breach of this
Agreement if it fails to perform as required hereunder due to labor disputes,
civil commotion, war, warlike operation, sabotage, governmental regulations or
control, fire or other casualty, inability to obtain any materials, or other
causes beyond such Party's reasonable control (financial inability excepted).

         26. Cumulative Rights. The various rights, options, elections and
remedies provided for in this Agreement shall be cumulative and no one of them
shall be construed as exclusive of any other, or of any right, priority or
remedy allowed or provided for by law unless expressly waived in this Agreement.

         27. Benefit. The terms, provisions, covenants and conditions contained
in this Agreement shall apply to, bind and inure to the benefit of the Parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.

         28. Authorization. The Parties represent and warrant that all necessary
corporate or other necessary actions have been taken to authorize the
individuals signing this Agreement on behalf of the respective Parties to do so.

         29. Descriptive Headings. Descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement and
shall not be considered for purposes of its interpretation. Any ambiguities
shall be resolved without reference to which party may have drafted this
Agreement.

         30. Counterparts/Facsimile. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument. Facsimile signatures shall be
as effective as originals.

         31. Time of the Essence. The Parties hereto agree and acknowledge that
time is of the essence and that all of the actions contemplated herein shall be
accomplished as soon as practicable and without any delay.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date of this Agreement set forth above.


MINERA RIO GRANDE S.A.                     QUILLABAMBA MINING SAC


_________________________________          ____________________________________

By: _____________________________          By: ________________________________

Title: __________________________          Title: _____________________________

Dated: __________________________          Dated: _____________________________

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