Hunt Mining Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






















































































































































































































































































BAJO POBRE INVESTMENT. EXPLORATION AND OPTION
AGREEMENT 

                    THIS
INVESTMENT, EXPLORATION AND OPTION AGREEMENT
("Agreement") is executed on March 28, 2007 (the "Date of
Execution"). 

	ASSESSED 	 [ROUND STAMP] 
	APR 11 	  
	BY AND BETWEEN: 	$22776.00 


          CERRO
CAZADOR S.A., a company duly incorporated and existing under the laws of
Argentina, with domicile at Cerrito 1186,3rd Floor, Autonomous City
of Buenos Aires, Argentina ("CCSA"); and 

          FK
MINERA S.A., a company duly incorporated and existing under the laws of
Argentina, with domicile at Angelelli 9, Barrio Guemes, Comodoro Rivadavia,
Argentina ("FKM"). 

CCSA and FKM shall be referred to herein jointly as the
"Parties" and each one individually as a "Party". 

WHEREAS: 

(A)        FKM is the sole
proprietor of 100% of the Bajo Pobre mining property (hereinafter the "Baio
Pobre Mining Property"), pursuant to the terms described in Appendix A
attached hereto. 

(B)        A CCSA affiliate
and FKM have executed a Letter of Intent dated December 12, 2006 (hereinafter
the "Letter of Intent**) whereby the Parties agreed to the preliminary
terms and conditions that will govern the negotiations for an agreement to
prospect, explore and develop the Bajo Pobre Mining Property. 

(C)        FKM wishes to
award to CCSA, pursuant to the terms and conditions contained herein, the sole,
immediate, exclusive and irrevocable option to acquire, at the sole discretion
of CCSA whether directly or through an affiliate of CCSA, 100% of Bajo Pobre
Mining Property or any part thereof. 

1 




THEREFORE, in consideration of the covenants and conditions
contained herein, the sufficiency of which is acknowledged by the Parties, the
Parties agree to the following: 

SECTION
I                DEFINITIONS


1.1      Definitions:
The following terms shall have the following definitions unless established
otherwise in another part of this Agreement. 

          "Activities"
shall have the meaning set forth in Section 7.1 herein. "Agreement"
shall have the meaning set forth in the introductory paragraph
herein. 

          "Affiliate"
shall mean any Person, partnership, joint venture, corporation or any other type
of company or association that directly or indirectly controls, is controlled
by, or is under joint control with a Parry. 

          "Agents"
shall mean employees, agents, workers, contractors, lawyers and consultants.


          "Year"
shall have the meaning set forth in Section 5.1 herein. 

          "Government
Authority" shall mean any government or quasi-government department,
ministry, commission, corporation, committee, bureau, administrative or
regulatory agency, or any court or tribunal, whether federal, provincial or
municipal. 

          "Government
Authorization" shall mean any approval, consent, license, permission,
concession, decree, waiver, recognition or any other authorization issued,
awarded, given or made available by any Government Authority. 

          "Letter
of Intent" shall have the meaning set forth in the whereas clauses
herein. 

          "CCSA"
shall have the meaning set forth in the introductory paragraph herein.
"First Year Investment Commitment" shall have the meaning set
forth in Section 5.6 (d) herein. 

          "Control"
shall mean direct or indirect possession of the power to manage or direct others
to manage administration and policies through a Person's ownership of shares,
contracts or otherwise. The verb "to control" shall have the same meaning set
forth herein. 

2 




          "Termination
Obligation" shall have the meaning set forth in Section 5.6 (b)
herein. 

          "Delay
Event" shall mean any event that results in a delay in the ability of
CCSA to exercise any of its rights or fulfill any of its obligations arising
from this Agreement which is due wholly or in part to (a) Force Majeure, or (b)
an intentional or negligent act or omission on the part of FKM. 

          "Pate
of Execution" shall have the meaning set forth in the introductory
paragraph herein. 

          "FKM"
shall have the meaning set forth in the introductory paragraph herein.
"Force Majeure" shall mean any act, event or cause beyond the
reasonable control of the parry concerned, including but not limited to strikes,
work stoppages or other industrial disputes, acts of a public enemy, riots, acts
of public violence, looting, rebellion, revolt, revolution, civil war, coups
d'&at; or any other event of a political nature that materially affects or
may materially affect the success of the operations contemplated under this
Agreement, fire, storms, floods, explosions, government restrictions, and
failure to obtain Government Authorizations, including those related to
environmental impact. 

         "Exploration
Expenses" shall have the meaning set forth in Section 5.3 herein.
"Pre-Termination Exploration Expenses" shall have the meaning
set forth in Section 5.6 (a) herein. 

          "Encumbrances"
shall mean encumbrances, privileges, options, assurances, usufructs, agreements,
interests, pledges, mortgages and/or charges of any kind. 

          "Investment"
shall have the meaning set forth in Section 5.1 herein.
"Arbitration Notice" shall have the meaning set forth in
Section 17.2 herein. "Outstanding Obligations" shall have
the meaning set forth in Section 6.1 (k) herein, and more particularly that set
forth in Appendix B attached hereto. 

          "Option"
shall have the meaning set forth in Section 4.1 herein.

           "Operator"
shall have the meaning set forth in Section 7.1 herein.

           "Affected
Party" shall have the meaning set forth in Section 12.1 (a)
herein.

           "Disclosing
Party" shall have the meaning set forth in Section 16.1 herein.


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          "Parlies"
shall have the meaning set forth in the introductory paragraph herein.
"Losses'* shall mean current losses, liabilities, damages,
injuries, costs or expenses, including but not limited to Exploration Expenses
and those that may reasonably arise from legal fees and other costs for lawsuits
or administrative proceedings (whether potential or pending), but excluding in
any event indirect or consequential damages. 

          "Option
Period" shall mean the period during which the Option is active and
in effect "Person" shall mean any individual, or any type
of association, partnership, company, sole proprietorship, Government Authority
or entity. 

          "First
Year" shall have the meaning set forth in Section 5.1 (b) herein.
"Property" shall mean, individually, any rights, mining and
mineral concessions that form part of the Bajo Pobre Mining Property pursuant to
Appendix A. 

          "Baio
Pobre Mining Property" shall have the meaning set forth in the
whereas clauses herein and more particularly that set forth in Appendix A
attached hereto. 

          "Second
Year" shall have the meaning set forth in Section 5.1 (d) herein.
"Hazardous Substance" shall mean any hazardous or contaminating
substance, garbage, toxic or dangerous substance or material, as defined or
regulated by any applicable law, regulation or Government Authority. 

          "US$"
shall mean the legal tender of the United States of America. 

1.2 Headings; The headings of the
sections and appendices in this Agreement are merely referential in nature and
under no circumstances may they affect the meaning or interpretation of this
Agreement. 

SECTION H REPRESENTATIONS AND WARRANTIES


2.1 Representations and Warranties of the
Parties: As of the Date of Execution, FKM represents and warrants to
CCSA, and CCSA represents and warrants to FKM that: 

4 




(a)      
 it is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
authorized and qualified to fulfill the purpose of this Agreement; 

(b)      
 it has full power and authority to execute this Agreement and to
carry out all the transactions contemplated herein, it has fulfilled all
corporate requirements, obtained all permissions and approval of the Board of
Directors and Shareholders' Assembly, and all other actions necessary to
authorize the execution, delivery and performance of the Agreement have been
duly taken; 

(c)      
 neither the execution of this Agreement nor the completion of the
transactions contemplated herein conflict with, represent a breach of, give rise
to the termination of, or accelerate the performance required by any court order
or period, consent decree, license, agreement, contract or permit to which it is
subject or party, or constitute a default, or violate any provision of its
articles of incorporation or bylaws; 

(d)      
 it is not subject to any order, judgment, decree, injunction,
penalty or government law, and there is no action pending nor, to the best of
its knowledge, any threat that could prevent it from obtaining permits or
implementing any transaction or operation contemplated herein; 

(e)       
this Agreement is duly executed by the Party, and is valid and binding
for the Party, pursuant to its terms, subject to the Bankruptcy and Insolvency
Act and other laws affecting the enforcement of the rights of creditors and the
exercise of remedies left to the discretion of the courts. 

(f)       
it has not committed or been subject to any act or event of bankruptcy,
is not insolvent, has not proposed a compromise or agreement to its creditors,
has not filed or had filed against it any order of insolvency or bankruptcy, has
not made a voluntary declaration of bankruptcy, has not taken any steps with
regard to any compromise or agreement, has not initiated any procedure to be
declared bankrupt, has not initiated any procedure to have a receiver appointed
over any of its assets, has not had an encumbrancer take possession of its
property, and has not had any execution or distress become enforceable over any
of its property. 

5 





	22 	
      Additional Representations and Warranties bv FKM;
      As of the Date of Execution, FKM represents and warrants to CCSA
      that



(a)        The Bajo Pobre
Mining Property is in good standing and in compliance with the laws of
Argentina, and, except for the Outstanding Obligations, no event, condition
and/or fact exists which, after notice or elapsed time or both, would constitute
a default under such mining concessions, and there are no third parties holding
or seeking to hold rights to Bajo Pobre Mining Property; 

(b)        FKM has delivered
or has made available for inspection by CCSA all existing information in its
possession related to the Bajo Pobre Mining Property, and will deliver to CCSA,
immediately upon request by CCSA, the studies and results of excavations on Bajo
Pobre Mining Properly; 

(c)        FKM has fully
complied with all laws, rules, regulations, taxes and submission requirements
with respect to the Bajo Pobre Mining Property, including but not limited to
applicable environmental laws, and has not received any notice of default,
violation or noncompliance (or any event or condition which, in time, could
become a default) with regard to the Bajo Pobre Mining Property, and all
applicable submissions have been completed and are current, and all rights and
deeds of the Bajo Pobre Mining Property have been validly recorded pursuant to
the laws of Argentina; 

(d)        No Hazardous
Substance has been placed, maintained, left, used or disposed of over, under or
on the Bajo Pobre Mining Property; 

(e)        The prospecting
works, processes, undertakings and other operations carried out or conducted by
or on behalf of FKM with respect to Bajo Pobre Mining Property have been carried
out or conducted in a sound and professional manner and in compliance with
geological and geophysical, mining and exploration and engineering and
metallurgical practices. Said works, processes, undertakings and other
operations comply with all applicable laws, bylaws, ordinances, permits, rules,
regulations and orders or decisions issued by any Government Authorities; 

6 




(f)        There are no
legal, administrative, arbitration or any other type of proceedings, claims or
actions of any kind, or investigations pending or threatened against the Bajo
Pobre Mining Pobre or any right associated therewith; 

(g)        All land taxes,
mining canons, levies, duties, royalties and other government charges and taxes
imposed, required or charged on or against the Bajo Pobre Mining Property,
except for Outstanding Obligations, have been fully paid; 

(h) FKM has not received any notice of the existence of
confiscation, expropriation or any similar proceedings affecting the Bajo Pobre
Mining Property; 

(i) There are no other agreements, conflicting interests or
options to acquire or purchase the Bajo Pobre Mining Property or any portion
thereof, and no Person other than FKM has interests or rights in the Bajo Pobre
Mining Property, or has the right to payment of a royalty payable by FKM or by
any other Person with respect to the Bajo Pobre Mining Property for any mineral
product that has been extracted or may be extracted in the future from the Bajo
Pobre Mining Property; 

(j) FKM is the proprietor of the Bajo Pobre Mining Property and
said property is free of any kind of encumbrance; 

(k) FKM has obtained and maintains all Government
Authorizations required to maintain the Bajo Pobre Mining Property and to
operate its business as it has been doing to date on the Bajo Pobre Mining
Property. 

SECTION
ffl               
PURPOSE 

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3.1 Purpose; The purpose of this
Agreement is to establish the terms and conditions for the prospecting,
exploration and development by CCSA of the Bajo Pobre Mining Property, through
which FKM shall grant CCSA or its Affiliates the sole, immediate and exclusive
option to acquire, at its/their sole discretion, 100% ownership of all or any
part of Bajo Pobre Mining Property, in any event fiee of any kind of
Encumbrance. 

SECTION
IV               
GRANTING OF THE OPTION 

4.1        Option:
  Taking into consideration the covenants and agreements of CCSA contained
  herein, FKM hereby delivers and grants to CCSA the sole, immediate, exclusive
  and irrevocable option (the "Option") for CCSA to acquire 100% (or less if CCSA
  so decides) ownership of all or any part of the Bajo Pobre Mining Property,
  free of any kind of Encumbrance, through the fulfillment, within the period
  of time stipulated, of the obligations contained in Section V.

4.2      
 Term; The Option shall commence on the Date of
Execution and shall end on September 30, 2012 (the "Option Period"). For
greater clarity, and without any limitation whatsoever, it is understood and
agreed that throughout the duration of the Option Period, CCSA, at its sole
discretion, shall have the right to terminate the Option with respect to any or
all of the mines and mineral rights that form part of the Bajo Pobre Mining
Property, in which case the provisions of Section 5.6 shall be applicable. 

SECTION
V               
PAYMENT OF OPTION 

5.1 Exploration Expense Payment; In order
to maintain the Option in good standing and full effect and to be able to
exercise the Option, CCSA must pay FKM the total amount of US$230,000 (Two
Hundred and Thirty Thousand U.S. Dollars) and provide Exploration Expenses for
the Bajo Pobre Mining Property for the total amount of US$500,000 (Five Hundred
Thousand U.S. Dollars) (the "Investment") in accordance with the
following timetable: 

8 




(a)         
 within 180 days of the Date of Execution, pay FKM US$50,000 (Fifty
Thousand U.S. Dollars), fifty percent of which shall be paid immediately after
satisfaction of the condition contained in Section 7.3 (h) of this Agreement, if
possible within 30 days of the Date of Execution; 

(b)          
from the Date of Execution to June 30,2008, inclusive (the "First Year"),
spend US$250,000 (Two Hundred and Fifty Thousand U.S. Dollars) in Exploration
Expenses; 

(c)           on
March 28,2008, pay FKM US$30,000 (Thirty Thousand U.S. Dollars); 

(d)          
from July 1, 2008 to June 30, 2009, inclusive (the "Second Year''), spend
US$250,000 (Two Hundred and Fifty Thousand U.S. Dollars) in Exploration
Expenses; 

(e)           on
March 28,2009, pay FKM US$50,000 (Fifty Thousand U.S. Dollars); 

(f)          
on March 28,2010, pay FKM US$50,000 (Fifty Thousand U.S. Dollars);

(g)          
on March 28,2011, pay FKM US$50,000 (Fifty Thousand U.S. Dollars); 

(each one, the First Year and the Second Year, being one
"Year"). 

5.2. Partial award of interest: The
Parties hereby agree that, subject to this Agreement and during the Option
Period, and without prejudice to any early termination of this Agreement, CCSA
will have acquired: 

(a) 51% of the Bajo Pobre Mining Property upon completion of
the Exploration Expenses and payments to FKM contained in subsections 5.1 (c),
(d) and (e); 

9 




(b)      60% of the Bajo Pobre Mining
Property upon completion of the payment to FKM contained in subsection 5.1 (i);
and 

(c)      100% of the Bajo Pobre Mining
Property upon completion of the payment to FKM contained in subsection 5.1 (g).


Once CCSA has acquired 51% of the Bajo Pobre Mining Property
pursuant to the terms established in point (a) above, the payments to FKM
contained in subsections 5.1 (f) and (g) shall be obligatory, and once CCSA has
covered the Exploration Expenses and made the payments to FKM referred to in
subsections 5.2 (a), (b) and (c), FKM shall be required to transfer the Bajo
Pobre Mining Property to CCSA. 

To this end, FKM shall award irrevocable power of attorney,
identical to that contained in Appendix C, to CCSA or whomever CCSA designates
within thirty (30) days of the Date of Execution. 

53 Exploration Expenses; For the
purposes of this Agreement, the term "Exploration Expenses" shall mean all cash,
expenses and obligations spent or incurred by CCSA or any Person on its behalf,
in any activity, including the early stage of exploration, evaluation and
development of mining exploration activities, on or for the Bajo Pobre Mining
Property, to obtain new exploration or incorporation licenses or mining rights
concessions for and on behalf of FKM or possible joint venture partners
resulting from the activities carried out on the Bajo Pobre Mining Property.
Such Exploration Expenses shall include but shall not be limited to land
payments, duties, taxes and charges required to maintain the Bajo Pobre Mining
Property and its respective mining rights, licenses and activities in proper
form and enforceable; all the expenses for geophysical, geochemical and
geological exploration works; all the expenses for surveying, drilling,
assaying, metallurgical testing and any other expense that directly benefits the
Bajo Pobre Mining Property and the exploration work carried out thereon; and a
charge for the Operator, equal to 7% of the Exploration Expenses incurred by
them or on their behalf, as compensation for administrative tasks and corporate,
technical and administrative support which otherwise would not be charged. Proof
of all such expenses must be sent by CCSA to FKM in writing within ninety (90)
days of the end of each Year. For greater clarity, it is understood that the
Exploration Expenses shall include, but shall not be limited to Value Added Tax,
Gross Income Tax, 

10 




Tax on Bank Account Debits and Credits, Tax on Bank Transfers
and any other tax, duty or government levy, whether National, Provincial or
Municipal, now established or to be established in the future, on the items
mentioned above. 

5.4      Reduction of Expenses;
It is understood and agreed that all Exploration Expenses referred to in Section
5.1 are based on all the rights, mines and mining concessions that form part of
the Bajo Pobre Mining Property. If, in the future, the Bajo Pobre Mining
Property is reduced by 20% or more due to measures taken by any Government
Authority (for example, as is contemplated in Section 6.1 (h)) or by any action
taken by CCSA, reasonably and acting on the basis of issues determined through
due diligence, the outstanding Exploration Expenses shall be reduced pro rata
by a percentage equal to the percentage by which the Bajo Pobre Mining
Property has been reduced. 

5.5      Surplus Expenses
  and Default of Payment of Minimum Required

Expenses: 

(a)           During
the Option Period, any surplus in Exploration Expenses incurred by CCSA in any
specific Year shall be deemed an advance on the minimum Exploration Expenses for
the following Year. 

(b)           If
CCSA fails to comply with the minimum required Exploration Expenses for any
specific Year according to the timetable contained in Section 5.1, an amount
equal to the difference between the minimum required Exploration Expenses for
said Year and the amount effectively incurred by CCSA shall be added to the
amount of minimum required Exploration Expenses for the subsequent year. Without
prejudice to the foregoing, the Parties hereby agree that in order to maintain
the Option in good standing, CCSA must incur at least sixty-five percent (65%)
of the minimum required Exploration Expenses for any specific year. Without
prejudice to the foregoing, the Parties agree that the payments to FKM indicated
in Section 5.1 (a), (c), (e), (g), and (i) are compulsory and the 65% condition
shall not apply to them. 

11 




5.6      Termination
of the Agreement and First Year Investment Commitment 

(a)           Termination
bv CCSA: CCSA shall have the right to terminate this Agreement and all of
its rights and obligations included herein, at its sole discretion and for any
reason, on or before the date on which the full amount of Exploration Expenses
and payments to FKM indicated in Section 5.1 have been incurred, providing
written notice ninety (90) days in advance to FKM. Any notice of termination by
CCSA shall be deemed complete once CCSA has sent the notice of termination in
writing to FKM pursuant to the stipulations of Section 18.1 herein. From the
date on which CCSA presents the notice of termination in writing, it shall be
under no further obligation to incur Exploration Expenses, except for the First
Year Investment Commitment (if it has not yet been completed), and, for a period
of ninety (90) days from the date of notice of termination, any payment that is
reasonably necessary to maintain the Bajo Pobre Mining Property in good standing
(all the Exploration Expenses made after the termination notice by CCSA and
prior to the termination are the "Pre-Termination Exploration
Expenses"). 

(b)           Termination
bv CCSA: If CCSA decides to terminate this Agreement prior to March 28,2009,
it shall have the following obligations (each obligation described below is a
"Termination Obligation"): 

          (i)
CCSA must deliver all the maps, reports, surveying and drilling results, as well
as any other result from information provided to CCSA by FKM, to FKM, as well as
all the surveying plans, drilling reports, information, maps and any other
relevant exploration report prepared by CCSA with regard to Bajo Pobre Mining
Property; 

          (ii)
CCSA shall deliver to FKM a document with regard to any claim or possible claim
against Bajo Pobre Mining Property, with a form and content satisfactory to each
of the Parties; 

          (iii)
any constructions, plants, equipment, machinery, tools, instruments and
provisions that have been introduced to the Bajo Pobre Mining Property by or on
behalf 

12 




of CCSA must be removed by CCSA at any time within 12 months
of the termination of the Agreement, unless otherwise agreed; and 

          (iv)
CCSA must carry out any rehabilitation, improvement or pollution control on the
Bajo Pobre Mining Property only in relation to the direct results of the
activities carried out by CCSA on the Bajo Pobre Mining Property and to the
degree that said activities have not been carried out following the instructions
of FKM. 

(c)           Termination
bv FKM: If CCSA fails to comply with (i) its obligation to incur the
Exploration Expenses and payments to FKM pursuant to the terms indicated in
Section 5.1 or (ii) with the covenants contained in Sections 6.2 (a) and 7.3 (b)
herein and this failure results in injury to FKM's interest in the Bajo Pobre
Mining Property, in the event of (i) or (ii) FKM must send notice in writing to
CCSA, which must contain the details of the noncompliance and, if within sixty
(60) days of said notice, the noncompliance has not been corrected, FKM may
terminate mis Agreement by written notice to CCSA; except where the
noncompliance by CCSA cannot be corrected within sixty (60) days and CCSA
demonstrates that it is acting with due diligence to correct the noncompliance,
the period for correction of said noncompliance shall be extended by an
additional sixty (60) day period. 

(d)           Without
prejudice to subsections (a), (b) and (c), but subject to Section XII, it is
understood and agreed that the minimum required Exploration Expenses under
sections 5.1 (a) and (b) are the only firm commitment (the "First Year
Investment Commitment"), and that in the event of termination of this Agreement
and if said amount has not been incurred by the end of the First Year, the
difference between the required minimum Exploration Expenses for the First Year
and the amount effectively incurred by CCSA or its Agents shall be sent
immediately and with no deduction whatsoever to FKM as full satisfaction of
CCSA's obligations under this Agreement 

5.7 Right to Make Advance Payments;
Without prejudice to the program for Exploration Expenses contained in Section
5.1, CCSA, if it so decides and at its sole discretion, may incur any amount of
Exploration Expenses and payments to FKM in advance at any time during the life
of this Agreement, in which case Sections 5.2 and 8.1 shall apply. 

13 




5.8 Payments to be made
in the Event of Termination
of the Agreement: This Agreement shall be
terminated without the need for CCSA to incur any payments or penalties, except
for Pre-Termination Exploration Expenses and Termination Obligations, if
applicable. 

SECTION
VI               
COVENANTS 

6.1      Covenants of FKM: FKM hereby
represents and agrees with CCSA that: 

(a)      it has complied with all
laws, rules and regulations applicable with respect to the Bajo Pobre Mining
Property, and assures that all works carried out on the Bajo Pobre Mining
Property have been in keeping with good practice in the mining industry and in
compliance with all applicable laws, rules, regulations and licenses, as well as
any other consent, including but not limited to those related to environmental
issues, such as garbage disposal and dumping. Moreover, it shall carry out or
have carried out all necessary acts and shall execute and deliver all documents
required by law or reasonably required by any Government Authority in order to
give full force and effect to the intentions of the Parties, the objectives of
this Agreement and the transactions contemplated herein, including the execution
and delivery of documents or other instruments; 

(b)      it shall take any action
required by CCSA, and which CCSA cannot carry out itself, that is necessary to
maintain the Bajo Pobre Mining Property in good standing and legal status, free
of encumbrances, including any new mining rights, and shall promptly notify CCSA
of any act or omission that may affect the good standing and legal status of the
Bajo Pobre Mining Property; 

(c)      it shall inform CCSA of any
adverse environmental, health or safety or community relations issue that it
becomes aware of and that could affect the Bajo Pobre Mining Property or the
area where the Bajo Pobre Mining Property is located. If said notification is
verbal, a detailed report in writing must be sent as soon as possible; 

14 




(a)      it shall comply with all
the laws, rules and regulations applicable with respect to the Bajo Pobre Mining
Property, and shall assure that all the works carried out on the Bajo Pobre
Mining Property by or on behalf of CCSA are in keeping with good practice in the
mining industry and in compliance with all the applicable laws, rules,
regulations and licenses, as well as any other consent, including but not
limited to those related to environmental issues, such as garbage disposal and
dumping; 

(b)      it shall inform FKM of any
adverse environmental, health or safely or community relations issue that it
becomes aware of and that could affect the Bajo Pobre Mining Property or the
area where the Bajo Pobre Mining Property is located. If said notification is
verbal, a detailed report in writing must be sent as soon as possible; 

(c)      it shall carry out or have
carried out all the necessary acts and shall execute and deliver all the
documents required by law or reasonably required by any Government Authority in
order to give full force and effect to the intentions of the Parties and the
objectives of this Agreement and the transactions contemplated herein, including
the execution and delivery of documents or other instruments; 

(d)      it shall deliver to FKM any
notice or communique received by CCSA in its capacity as Operator of the Bajo
Pobre Mining Property related to any lawsuit, arbitration, proceedings or claim
against FKM or any other problem or information that may affect the Bajo Pobre
Mining Property; and 

(e)      it shall refrain from
initiating any lawsuit, arbitration or other proceedings that affects or may
affect the Bajo Pobre Mining Property, or the validity and enforceability of
this Agreement, without prior written approval from FKM, except in the event
that CCSA, acting reasonably, deems it appropriate or necessary to protect its
rights under this Agreement. 

SECTION
Vn          
OPERATOR 

16 




7.1     
Operator; During the Option Period with respect to the Bajo Pobre Mining
Property, CCSA shall be the Party responsible (the "Operator") for conducting
(or, at its sole and exclusive discretion, contracting third parties to conduct)
all the mining, prospecting and exploration activities on the Bajo Pobre Mining
Property (the "Activities"). During the Option Period, CCSA, in its capacity as
Operator, shall have sole and complete discretion to conduct the Activities.


7.2     
Rights of the Operator: As Operator, CCSA shall have the exclusive and
immediate right to enter, explore and develop the Bajo Pobre Mining Property and
to enjoy peaceable and exclusive possession of the Bajo Pobre Mining Property
with exclusive power and authority to carry out sampling, extraction, drilling,
prospecting, exploration and development of the Bajo Pobre Mining Property in
the manner that CCSA at its sole and exclusive discretion may determine,
including but not limited to the right to construct, bring and install any kind
of furniture, machinery, equipment and provisions that CCSA may deem necessary
and appropriate and to remove reasonable quantities of ores, minerals or metals
in order to carry out assays or tests. 

73.     
Obligations of the Operator; In its capacity as Operator and during the
Option Period, CCSA shall be responsible for meeting the following obligations
whenever it is capable of assuming such obligations in accordance with the
rights granted in this Agreement: 

(a)          
fulfill its role and responsibilities in a sound and professional manner, with
due care, skill and attention; 

(b)          
maintain the appropriate books and account records in accordance with generally
accepted accounting principles in the mining industry; 

(c)           comply
with all the applicable laws and rules of the industry; 

(d)           maintain
appropriate insurance for the Bajo Pobre Mining Property in accordance with the
normal standards of the mining industry in Argentina; 

17 




(e)      defend and protect the
Bajo Pobre Mining Property from and against any lawsuit, arbitration, proceeding
or claim that may be presented against the Bajo Pobre Mining Property for direct
losses as a consequence of the activities performed by CCSA in its capacity as
Operator, whenever said activities have not been carried out following
instructions from FKM; 

(f)      maintain the Bajo Pobre
Mining Property valid and in accordance with the law, free of Encumbrances,
including the payment of all mining fees and duties. 

(g)      refrain from any act or
omission which may result in the Bajo Pobre Mining Property not being in
accordance with the law; and 

(h)      take responsibility for
compliance with the Outstanding Obligations. To this end, CCSA shall pay the
relevant Government Authority the full amount of the Outstanding Obligations and
shall proceed to apply to the Department of Mining of the Province of Santa Cruz
for the issuance of a certificate of good standing for the Bajo Pobre Mining
Property. Once the certificate of good standing has been awarded and the Bajo
Pobre Mining Property is free of all debt, CCSA shall proceed to pay US$25,000
(Twenty-Five Thousand U.S. Dollars), pursuant to the terms established in
Section 5.1 (a) herein. Without prejudice to the terms established in this
Section and in Sections 6.1 (d) and (h), the Parties agree that, in the event
that one or all of the Properties is declared by any Government Authority to be
abandoned, vacant or in any other situation which implies the loss of ownership
by FKM, as a consequence of a failure to comply with the Outstanding Obligations
at the time when they were due, CCSA shall have no liability whatsoever and FKM
may not claim from it any compensation; and in the event that CCSA has proceeded
to pay the Outstanding Obligations, FKM undertakes to reimburse CCSA for all the
amounts that CCSA may have paid to satisfy the Outstanding Obligations. 

In order for CCSA to be able to fulfill its obligations as
Operator, FKM shall grant irrevocable power of attorney, identical to that
contained in Appendix D, to CCSA or whomever CCSA designates within thirty (30)
days of the Date of Execution. 

SECTION
Vm          
EXERCISE OF THE OPTION 

18 




8.1 Exercise of the Option: If CCSA
decides to exercise the Option, it must, at any moment on or after the date on
which it has completed the Investment as stipulated in Section 5.1. , but in no
event later than September 30,2012 (subject to Section XII), give notice of the
exercise of said Option in writing to FKM. Immediately after receiving notice,
FKM must transfer to CCSA or to whomever CCSA indicates, 100% of the Bajo Pobre
Mining Property, including but not limited to all the exploration permits,
mining rights and related licenses. To avoid doubt, the Parties agree that the
Option may be exercised by CCSA with respect to all or any of the Properties.


To this end, FKM shall grant to CCSA or to whomever CCSA
designates the Irrevocable Power of Attorney included as Appendix C, attached
hereto. 

SECTION
IX           ROYALTY


9.1. Royalty: Once 100% of the Bajo
Pobre Mining Property has been transferred to and registered in the name of
CCSA, FKM shall have the right to receive a royalty equal to 1% of the net
proceeds of all gold and silver refined from ore or products sent from Bajo
Pobre Mining Property. For this purpose, the Parties shall execute a Royalty
Agreement which is included as Appendix £, attached hereto. 

SECTION
X           TRANSFER
OF INTEREST 

10.1      Transfer
  - Affiliates: Any of the Parties may transfer
  all or any of their rights or obligations under this Agreement to any of their
  Affiliates; whenever (a) said Affiliate accepts in writing the terms
  of this Agreement, (b) said Affiliate offers, on the date on which the transfer
  takes effect, the representations contained in Section II; and (c) said transfer
  must not in any way adversely affect the rights of the other Parties under this
  Agreement or auxiliary agreements executed pursuant hereto.

10.2      Transfer
of Ownership of the Baio Pobre Mining Property; During the Option
Period, except under the conditions provided for in Section 10.1, FKM may not
(a) transfer any of its rights or obligations under this Agreement, (b) transfer
any part of the Bajo Pobre Mining Property or its auxiliary rights; or (c)
establish any Encumbrance upon all or any part of Bajo Pobre Mining Property.


19 











(c) unless expressly directed by CCSA, any cleanup and
remediation, including but not limited to all the studies, tests, reports and
investigations associated with the cleanup and remediation of Hazardous
Substances released, disposed of or discharged by FKM or its Agents in relation
to any of FKM's activities on the Bajo Pobre Mining Property. 

If any claim or action is brought against CCSA with respect
to which CCSA has a right to indemnification under this section, written notice
of said claim or action must be sent promptly to FKM. FKM shall have the right,
by giving notice to CCSA within thirty (30) days of receiving the notice of the
claim or action, to assume full control of the defense or settlement of the
claim, subject to CCSA's right to participate at its own exclusive expense and
with attorneys chosen by CCSA. 

The indemnification obligations contained in this Section
11.1 shall survive the termination of this Agreement. 

11.2 Losses bv FKM; CCSA must indemnify
FKM from and against any and all Losses incurred by FKM as a result of: 

(a)          
any noncompliance by CCSA of a representation, warranty, covenant or agreement
contained herein; 

(b)          
unless expressly directed by FKM, any death, damage to persons or properties or
damage to Bajo Pobre Mining Property, to the environment or natural resources
caused by any act or omission on the part of CCSA or its respective Agents,
whether actual, alleged or threatened, including but not limited to warehousing,
release, storage, transportation, treatment, generation or escape of Hazardous
Substances generated, stored, used, disposed of, treated, handled or sent by
CCSA or its Agents in relation to any of CCSA's activities on the Bajo Pobre
Mining Property; and 

21 











(a)           In
the event of a Delay Event, the Party affected or possibly affected by the Delay
Event (the "Affected Party") must give prompt written notice to the other Party
of the Delay Event. 

(b)          
If a Delay Event occurs, the obligations of the Affected Party shall be
suspended throughout the existence of the Delay Event and for an additional
period sufficient to allow the Affected Party, acting with reasonable diligence,
to return to the same status it enjoyed prior to the Delay Event 

(c)           AH
the time periods and all the dates contained herein, after the occurrence of a
Delay Event, shall be adjusted taking into account the extension and the delay
resulting from the Delay Event. 

(d)           The
Parties must use all reasonable diligence in order to eliminate the Delay Event
as quickly as possible, but this requirement shall not be justification for
strikes or any other industrial dispute against the interests of either Party.


SECTION
Xm          
COSTS. DUTIES AND EXPENSES 

13.1 Costs. Duties and Expenses;
Regardless of whether the transactions contemplated herein are completed or
not, the Parties must pay their own respective expenses including but not
limited to legal costs. If applicable, Stamp Tax will be paid in equal parts by
the Parties. 

SECTION
XIV          
MAXIMUM REQUIRED EXPLORATION EXPENSES 

14.1      Maximum
Required Exploration Expenses to Maintain the Option: The Parties
hereby acknowledge and agree that, without prejudice to any other provision
herein or any agreement or instrument executed on or after the date of this
Agreement: (a) if CCSA assumes the Investment with regard to the Bajo Pobre
Mining Property, and (b) the Exploration Expenses are incurred in accordance
with the program contained in Section 5.1 (which, to avoid doubt, is subject to
Sections 5.5 and 5.7 and to this Section XIV), CCSA's right to exercise the
Option pursuant hereto shall be maintained according to law and shall not be
limited in any way. 

23 




14.2 Maximum Required Exploration Expenses under
Agreement: The Parties also acknowledge and agree that, without
prejudice to any other provision herein or any agreement or instrument executed
on or after the date of this Agreement, except for the First Year Investment
Commitment, all the Exploration Expenses described herein are voluntary expenses
which may be made by CCSA at its sole discretion, and CCSA shall not be under
any obligation under this Agreement or in any other way to incur, reimburse or
pay any other amount, subject to the Pre-Termination Exploration Expenses and
the Termination Obligations. 

SECTION
XV          
RELATIONSHIP OF THE PARTIES 

15.1 Relationship of the Parties: The
rights, privileges, duties, obligations and responsibilities between the Parties
shall be individual and not joint or collective, and there shall be nothing
contained herein that may be interpreted as creating any partnership,
association, agency or trust of any kind or any imposition upon either of the
Parties of any duty, obligation or social responsibility. Except for the terms
stipulated in Section XI and as is expressly stated here, neither Party shall be
responsible for the representations and warranties, acts, covenants and
agreements of the other Party. 

SECTION
XVI          
CONFIDENTIAUTY 

16.1 Confidentiality: This Agreement,
any information provided by either of the Parties or any of their respective
Agents pursuant hereto, and all the matters related to Exploration Expenses, are
and shall be kept confidential and shall only be disclosed to those employees,
directors, contractors, representatives, attorneys, investors, financial
analysts and consultants of each Party who, by virtue of their respective tasks
and positions and the objectives established herein, need to know, in which case
only the information necessary shall be disclosed. Each of the Persons
mentioned, prior to receiving any confidential information, must have been
informed by the Party disclosing said information (the "Disclosing Party") of
the confidentiality obligation contained in Section XVI and it must be ensured
that, by its actions, the Disclosing Party is not in breach of the terms of this
Agreement. Solely for the purposes of this Section XVI, if 

24 




FKM is the Disclosing Party, CCSA shall be the
"Other Party", and if CCSA is the Disclosing Party,
FKM shall be the "Other Party". 

The confidentiality obligation shall not apply to
information: 

(a)           that
the Disclosing Party must disclose as a requirement of any applicable law,
regulation, contract or legally enforceable written policy, or due to published
rules or any obligatory requirement of any stock exchange in which shares of the
Disclosing Party or of an Affiliate are listed, which it has been required to
join (or due to any law applicable to said shares); 

(b)          
that the Disclosing Parry must disclose as a requirement in a legal proceeding
or by an order or requirement of a court of competent jurisdiction or by any
other competent Government Authority; 

(c)          
that is or becomes accessible to the general public (but said accessibility is
not the result of a disclosure on the part of the Disclosing Party in breach of
this Agreement); or 

(d)          
that was known to the Disclosing Party prior to the disclosure of the
information; in the event of the cases described in clauses (a) and (b) above,
and whenever reasonably possible, the Disclosing Party must promptly provide
notice in writing to the Other Parry prior to disclosing the information, and
said notice must include details of the form, nature and purpose of the
disclosure, so that the Other Party is able to obtain a protective measure or
any other suitable remedy or exception to compliance with this Agreement. The
Disclosing Party must cooperate reasonably with the Other Party, at the sole
expense of the Other Party, in the Other Party's efforts to obtain said
protective measure or other suitable remedy. If it is not possible to obtain a
protective order or other suitable remedy or the Other Party does not release
[it] from compliance with this Agreement, the Disclosing Party shall disclose
only the portion of information that is legally required or requested, and shall
reasonably attempt to safeguard the confidentiality of any information mat has
been disclosed. 

25 




16.2 Public Announcement: Neither
Parry may make a public announcement regarding the Bajo Pobre Mining Property
project without the prior written consent of the other Party, unless the
announcement is required under applicable laws or stock exchange regulations.


SECTION
XVH           APPLICABLE
LAW AND RESOLUTION OF CONTROVERSIES 

17.1      Applicable
  Law; This Agreement shall be governed and interpreted in accordance
  with the laws of the Argentine Republic.

17.2      Resolution
of Controversies: Any dispute, controversy or difference that
arises from or in connection with any provision of this Agreement or from a
breach hereof, including any matter regarding its validity, enforceability,
construction, termination or infringement, shall be amicably decided by the
Parties. If said dispute, controversy or difference is not amicably resolved by
the Parties within thirty (30) calendar days of the receipt of a written notice
by one Party from the other Parry (the "Arbitration Notice"). the matter
shall be finally resolved by arbitration in accordance with the terms
established in this Section and, subsidiarily, in accordance with the
Regulations of the General Arbitration Tribunal of the Stock Exchange of the
Autonomous City of Buenos Aires. The number of arbitrators shall be three (3).
Within five (5) days of the receipt of the Arbitration Notice, each of the
Parties must choose an arbitrator and notify the other Party thereof. The two
designated arbitrators shall have an additional five (5) days to choose the
third arbitrator. The arbitrator (or each arbitrator, as applicable) must have
experience in the mining industry and in matters related to international,
financial and business affairs, and no type of relationship with either Party.
The place of arbitration shall be the Autonomous City of Buenos Aires, and the
language to be used during the proceedings shall be Spanish. The arbitration
award must be supported by Argentine law and by business principles that are
reasonable and consistent with the terms of the Agreement. Said award shall be
final and enforceable between the Parties. The costs of arbitration shall be
subject to the final arbitration decision. Except in the event of termination,
the Parties must continue to comply with their obligations under this Agreement
until the date of the arbitration award. The arbitration award may be entered in
any court with jurisdiction over the Parties. 

26 




SECTION
XVm          
NOTICES 

18.1 Notices; All notices,
requests, demands or any other type of communication that are permitted to be
served by one Party to the other Party pursuant to the terms contained herein
must be made in writing and delivered personally or by fax addressed to the
other Party or delivered to said other Party as follows: 

To FKM, at: 
Attention: Mr. Arturo Canero 
Angelelli 9,
Barrio Guernes 
Comodoro Rivadavia 

  Argentina 

Tel/fax: (54-11) 297-446-2500 

To CCSA, at: 
Attention: Danilo Silva / Raul Bonfada 
Av.
Truinvirato 4125,7° "E" 
C1431FBE - Buenos Aires 

  Argentina 

Tel/fax: (54-11) 4523 5078 

With copies to: 
Attention: Ignacio J. Randle / Alejandro M.
Massot 
Cerritoll86,3° 
C1010AAX - Buenos Aires 

  Argentina 

Tel/fax: (54-11) 4816-5009 

27 











19.6     
Absence of Third Party Beneficiaries; Nothing in this Agreement
or in any other agreement or instrument executed in relation hereto, now or in
the future, express or implicit, shall grant any Person other than the Parties
hereto, and each of their successors and transferees admitted under this
Agreement or other such agreements or instruments, benefits of any right or
remedy under this Agreement. 

19.7      Language:
Without prejudice to any translation into English of this Agreement or
of any other agreement or instrument executed in relation hereto, the version of
this Agreement in the Spanish language shall be the original instrument and, in
the event of conflict between the English and Spanish versions, the Spanish
version shall prevail. 

19.8     
Currency; All the Exploration Expenses contained herein are in
Dollars of the United States of America. In order to determine the equivalent of
said amounts in Argentine Pesos, the Parties shall use the average between the
buying price and the selling price of the Dollar of the United States of America
published by the Banco de la Nacion de Argentina at the close of the first
business day of the calendar month in which said Exploration Expenses are
incurred. In the event that the Banco de la Nacion de Argentina does not publish
prices on the first business day of the month in question, the Parties shall use
the price published on the first day after the first business day of the
respective month, or, if no price is published during the entire month, the
Parties shall use a mutually accepted price. 

19.9      Entire
Agreement - Termination of Prior Agreements;
The attachments and appendices hereto shall constitute an integral part of
this Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes any prior discussion, negotiation or agreement between
the Parties with regard to the purpose hereof. CCSA and FKM agree that with the
execution of this Agreement, the Letter of Intent shall automatically terminate
and be of no further effect. A reference hereto includes references to this
Agreement and its appendices and attachments as amended, changed, added to,
replaced and/or reaffirmed in any way from time to time. All references to
sections, paragraphs, clauses, appendices, and attachments shall refer to such
parts of this Agreement unless otherwise stipulated in some part of this
Agreement. 

29 




          IN
WITNESS WHEREOF, each Party signs this Investment, Exploration and Option
Agreement on this 28* day of March, 2007. 

	 	[ILLEGIBLE SIGNATURE] 
	 	CERRO CAZADOR S.A. 
	 	For 
	 	Name: Danilo P. Silva
  
	 	Title: PRESIDENT 
	 	  
	 	  
	 	[ILLEGIBLE SIGNATURE] 
	 	FKMEVERAS.A. 
	 	For: ARTURO CANERO 
	 	Name: 
	 	Title: President
  


30 




APPENDIX A 
BAJO POBRE MINING PROPERTY 

1) File No. 409.162/M/94 - Manifestation of Discovery, Johana
Belen Mine. The canon is owed for the first and second halves of the years 2005
and 2006. Presentations are owed to the Mining Office requested during 2005. The
file has no presentations after 2005. 

31 


















APPENDIX D 

IRREVOCABLE POWER OF ATTORNEY 

Notarial Instrument No.________. In the City of Buenos Aires,
before me, Civil Law Notary in the City of Buenos Aires, this ____ day of the
month of _____, 2007, there appears ______________, President of FK Minera S.A.
("FKM"), a company duly incorporated and organized under the laws of the
Argentine Republic, with domicile at ____________, Argentina, who states in
relation to an Investment, Exploration and Option Agreement (the "Investment
Agreement"), executed between Cerro Cazador, S.A., a company duly incorporated
and organized under the laws of the Argentine Republic, with domicile at Cerrito
1186, 3rf floor, Autonomous Chy of Buenos Aires, Argentina ("CCSA"),
and FKM. 

Pursuant to the terms agreed in the Investment Agreement, FKM
hereby grants CCSA irrevocable power of attorney, effective from the date on
which CCSA or whoever CCSA designates takes up the affairs and management of the
Bajo Pobre Mining Property, File No. 409.162/M/94 - Manifestation of Discovery,
Johana Belen Mine, filed with the Mining Office of the Province of Santa Cruz,
initiated or to be initiated and pursued throughout its processing. To this end,
the agent is vested with the implicit powers as determined by the nature of the
agency and those arising from the acts and contracts established by the Mining
Code, and in particular is empowered to: 1) act in all proceedings related to
the acquisition, exploitation and use of mining substances, to which end it may:
a) request permits for prospecting, operation, claim staking and ordinary use;
b) request concession, demarcation, extension and separation of claims; c)
report discoveries of mines and concessions for abandonment; d) apply for
unclaimed land and surveys and demarcations; e) form mining groups and
prospecting or exploitation companies; f) establish easements and usufructs and
contract and settle loans; and g) give and demand securities; 2) buy, sell,
lease and transfer mines, and also transfer mining rights and shares free of
charge or against payment, to which end it may set prices, forms of payment,
interest, terms, give and demand collateral and conditions, pay and receive,
give and take possession, settle property taxes; confer special powers of
attorney associated with the object of the agency; 3) grant, accept and sign any
public and private instruments that the agency makes necessary; 4) carry out any
business as may be required with public departments and/or private offices, in
fulfillment of all the formalities arising from its dealings with the Provincial
Mining Office of Santa Cruz, presenting all manner of instruments and
applications, completing and signing forms, formalities and sworn statements; 5)
appear in defense of the interests of its principal in relation with its mining
affairs and operations before the Courts of the Nation or of the Provinces, of
any competence or jurisdiction, taking part in the relevant proceedings on its
own behalf or through attorneys, as plaintiff or defendant or in any other
capacity with the power to present instruments, titles and any kind of document,
to challenge, file or answer claims of any kind, attend hearings and
certifications of documents, signatures and bills of exchange, or examinations
of expert witnesses, challenge, reject and extend jurisdictions, make and reply
to interrogatories and produce any kind of evidence or information, to file a
motion, waive legal remedies or rights afforded by legal provisions, file claims
with arbitrators, challenge, settle or rescind transactions, take or receive
oaths, request attachments prior to or after judgments or injunctions and the
lifting thereof, evictions and expulsions, grant stays or respites, agree on
terms, appoint and approve the appointment of property assessors, auctioneers,
notaries, experts in any Held, accept or reject payment installments and debts,
accept and demand 

34 




securities, assurances, bonds and other guarantees, serve
letters rogatory, writs, judicial requests, orders and summons, adopt or request
conservatory measures, transcripts, registrations and the return of documents
and certified copies of records, call for insolvency or bankruptcy proceedings
for delinquent debtors, with the power to attend the creditors* meeting, verify
or observe its progress, appoint receivers and surveillance committees, accept,
reject and revoke bankruptcy settlements, as well as awards, the assignment of
assets or other agreements, request reinstatements, undertake surveying,
establish boundaries and pay legitimate debts; and, in short, to undertake any
acts, negotiations and formalities conducive to the best performance of this
agency, while the grantor shall be required to accept as valid and final all
acts performed by the agent by virtue of this power, and the participation of
the grantor in all or any of the acts listed herein shall not in any way revoke,
suspend or limit the power herein granted. Before me, Civil Law Notary,
registered with the Notary Association of the city of Buenos Aires under
the Number _______, the aforementioned party has stated his will to grant
CCSA this irrevocable power of attorney, and CCSA hereby accepts said
irrevocable power of attorney. 

35 




APPENDIX E 
ROYALTY
AGREEMENT 

          THIS
ROYALTY AGREEMENT (the "Royalty Agreement") is executed and entered
into this ___ day of ____ , 200_ (the "Date of Execution"). 

BY AND BETWEEN: 

          CERRO
CAZADOR S.A., a company duly incorporated and existing under the laws of
Argentina, with domicile at Cerrito 1186,3rd Floor, Autonomous City
of Buenos Aires, Argentina ("CCSA"); and 

          FK
MINERA S.A., a company duly incorporated and existing under the laws of
Argentina, with domicile at Angelelli 9, Barrio Giiemes, Comodoro Rivadavia,
Argentina ("FKM"). 

CCSA and FKM shall be referred to herein jointly as the
"Parties" and each one individually as a "Party". 

WHEREAS: 

(A)      CCSA and FKM have
executed an Investment, Exploration and Option Agreement dated March 28, 2007
(the "Investment Agreement"), whereby FKM has granted CCSA the sole,
immediate, exclusive and irrevocable option to acquire an interest of 100% of
all or any part of the Bajo Pobre Mining Property. 

(B)      The Parties agreed that
if CCSA decides to exercise the Option and FKM transfers to CCSA 100% of the
Bajo Pobre Mining Property under the terms of the Investment Agreement, FKM
shall have the right to receive a royalty pursuant to the terms and conditions
established in this Royalty Agreement. 

THEREFORE, in consideration of the covenants and
conditions contained in the Investment Agreement and herein, the sufficiency of
which is acknowledged by the Parties, the Parties agree on the following: 

36 




SECTION
I          
DEFINITIONS 

1.1.      Definitions;
The following terms shall have the following definitions unless otherwise
established in another part of this Royalty Agreement 

          "Investment
Agreement" shall have the meaning set forth in the whereas clauses of
this Royalty Agreement. 

          "Baio
Pobre Mining Property" shall have the meaning set forth in the
whereas clauses of this Royalty Agreement, and more particularly that set forth
in Appendix A of the Investment Agreement "CCSA" shall have the meaning
set forth in the whereas clauses of this Royalty Agreement "Date of
Execution" shall have the meaning set forth in the introductory
paragraph of this Royalty Agreement "FKM" shall have the meaning set
forth in the whereas clauses of mis Royalty Agreement
"Royalty" shall have the meaning set forth in Section 2.1
herein. 

          "Royalty
Agreement" shall have the meaning set forth in the introductory
paragraph of this Royalty Agreement. 

          "Option"
shall have the meaning set forth in Section 4.1 of the Investment Agreement
"Parties" shall have the meaning set forth in the whereas
clauses of this Royalty Agreement. 

          "Annual
Payments" shall have the meaning set forth in Section 2.4 herein.


1.2     
Headings: The headings of the sections and appendices in this Agreement
are merely referential in nature and under no circumstances may they affect the
meaning or interpretation of this Royalty Agreement. 

SECTION
n           ESTABLISHMENT
OF ROYALTY 

2.1 If, and only if, CCSA decides to exercise the Option and
FKM transfers 100% of the Bajo Pobre Mining Property to CCSA under the terms of
the Investment Agreement, FKM shall have the right to receive a royalty equal to
1%, without duplication, of the net proceeds of all the gold and silver refined
from ore or products 

37 




sent from the Bajo Pobre Mining Property (the "Royalty"), under
the terms and conditions agreed in this Royalty Agreement. 

2.2 In order to determine the Royalty, the refined gold and
silver shall be deemed to be sold at the Average Monthly Prices determined
according to the daily bulletin 

London Bullion Market Association P.M Gold and Silver Fix
during the month. Gold and silver production shall mean the
amount of refined gold and silver produced in a calendar month by a third,
independent refinery or from the ore produced by the Bajo Pobre Mining Property
on the basis of a final agreement. 

23 CCSA shall deduct from each Royalty payment the costs,
charges and expenses for refining or smelting of the dore of the Bajo
Pobre Mining Property that is delivered for processing, including claims for
treatment in the smelting and refining process, including handling, processing,
interest, provisional fees, sampling, representation costs, penalties and/or
other process deductions. 

2.4 The minimum payment received by FKM may not be less than
US$100,000 per year (the "Annual Payments") subject to Section HI herein,
on the understanding, however, that CCSA will also deduct from each Royalty
Payment any payment already made to FKM. 

SECTION
ffl           PURCHASE
OPTION 

3.1 CCSA shall have the right, at its sole and exclusive
discretion, whether directly or through an Affiliate, to purchase the full
Royalty right for an amount of US$1,000,000 in cash, less any and all payments
that it has made to FKM under this Royalty Agreement. 

SECTION
IV          
DURATION 

4.1 This Royalty Agreement and FKM's right to receive
Royalty-based payments shall come into effect on the date on which CCSA
exercises the Option pursuant to the terms established in the Investment
Agreement, and shall remain in effect for (i) ten (10) years or (ii) until the
time at which FKM has received the total amount of US$1,000,000; whichever
occurs first. 

38 




SECTION
V          
INTERPRETATION 

5.1 The Parties agree that this Royalty Agreement shall
be interpreted in accordance with the Investment Agreement. Under no
circumstances may this Royalty Agreement be interpreted in a way that
contradicts or amends the Investment Agreement. In the event of conflict between
the Investment Agreement and this Royalty Agreement, the Investment Agreement
shall prevail. 

SECTION
VI           ASSIGNMENT
OF RIGHTS 

6.1 Neither of the Parties may assign any right derived
from this Royalty Agreement to a third party, except in cases provided for in
the Investment Agreement. 

SECTION
VH           APPLICABLE
LAW. JURISDICTION 

7.1      This
  Royalty Agreement shall be governed and interpreted pursuant to the laws of
  the Argentine Republic.

7.2      The Parties agree to
resolve any dispute, discrepancy or claim that may arise from the
interpretation, application or compliance with the obligations assumed herein in
accordance with the Investment Agreement. 

SECTION
VH          
DOMICILES AND NOTICES 

8.1     
For the purposes of this Royalty Agreement, the Parties establish their
domiciles as the same as those established at the beginning of this Royalty
Agreement, where any notice or summons, whether judicial or extrajudicial, shall
be held valid. 

IN WITNESS WHEREOF, each Party signs this Royalty
Agreement this ___ day of the month of____ , 200_. 

39