Hunt Mining Corp. - Exhibit 10.2 - Filed by newsfilecorp.com

















































































































































































































EXPLORATION AGREEMENT WITH OPTION FOR EXPLOITATION OF
LA JOSEFINA MINING AREA 

By and between FOMENTO MINERO DE SANTA CRUZ SOCIEDAD DEL
ESTADO with domicile at Alberdi No. 643 in this city, herein represented
by its president, Armando R. TRABA, hereinafter FOMICRUZ S.E. and: the company
CERRO CAZADOR S.A. incorporated under an instrument dated February 13,
2006, executed before the Notary of the City of Buenos Aires Felipe Manuel
Yofre, on Folio 1 at the Registry No. 4373 under his charge, registered with the
Corporate Control Authority (IGJ) on March 30,2006 under number 4879 of Book 31
of Stock Companies, with domicile at Cerrito 1186, 3rd floor, in the Autonomous
City of Buenos Aires; and with special domicile in this city of Rio Gallegos at
Pasaje Feruglio No. 157; herein represented by its president, Mr. Danilo
Patricio SILVA, National Identity Document No. 14.924.939, resident at Alvear
Bis 782 in the Town of Pigue, Province of Buenos Aires; by virtue of the
designation awarded to said position by the company's articles of incorporation,
hereinafter CCSA and, collectively, the PARTIES; 

WHEREAS: 

          FOMICRUZ
S.E. holds the mining rights to the area "La Josefina" according to the
documentation filed at the Provincial Mining Office as described in the relevant
Bidding Terms and Conditions; 

          FOMICRUZ
S.E. issued Tender 05/06 as per the processing of File No. 151.361/F/06, which
was awarded to the company CERRO CAZADOR S.A. in Board Resolution No. 084 dated
May 2,2007; 

          Under
the Bidding Terms and Conditions of the aforementioned Tender 05/06, and of the
bid submitted and the revised version thereof, the parties agree to execute this
"Agreement for Exploration with Option for Exploitation of the La Josefina
Mining Area", which will be governed by the following clauses and conditions:


ONE: PURPOSE: FOMICRUZ S.E. grants CERRO CAZADOR S.A.
the right of exploration which includes the prospecting, exploration and
feasibility study of the 

[ILLEGIBLE SIGNATURES] 









"La Josefina" Project in the Department of Deseado, Province of Santa Cruz, in accordance with the mining rights processed under the ownership of FOMICRUZ S.E. or those that may take their place in the future, including Manifestations of Discovery
or the Titles that take their place, in accordance with the Mining Code, with the right to opt for exploitation in accordance with the Bidding Terms and Conditions and Clause FOUR of this agreement. 


TWO: TERM: The period of exploration is FOUR YEARS, consisting of three sub-periods, the first two for a year each, and the third for two years. This final period includes the time required for the completion of the pre-feasibility and
economic feasibility studies for the Project. CCSA will be entitled to exercise the option for exploitation for a period of 40 years as provided under the conditions of this agreement, upon completion of the exploration phase, in accordance with the
Bidding Terms and Conditions of Tender 05/06. 


THREE: CCSA undertakes to develop the mineral exploration program in accordance with the bid submitted for Tender 05/06 and the revised version thereof, which forms an integral part hereof as Appendix I, within the time specified therein for
each sub-period, for an amount of US$6,000,000. During the investment process, any amendment that CCSA considers and justifies should be made to said Exploration Program must be submitted for consideration to Fomicruz S.E., but in no event may
any such amendment reduce the amount of the agreed investments. If FOMICRUZ S.E. does not issue a response within 60 calendar days of the date of the full submission of the documentation filed for consideration by CCSA, it shall be assumed that it
has no objections thereto. 


Without prejudice to the foregoing, any surplus investment by CCSA in accordance with the aforementioned timetable, during any sub-period, may be deemed an advance on the agreed investment for the next sub-period, provided FOMICRUZ S.E. agrees to
consider it as such. 


FOUR: FOMICRUZ S.E. grants CCSA the right to opt for exploitation of the "La Josefina" area upon fulfillment of the investment plan and completion of the exploration phase. After submission of the final feasibility plan, which shall be
subject to approval by FOMICRUZ S.E. within a maximum period of ninety (90) days after its submission, CCSA shall have a period of up to forty-five (45) days from the date of notification by FOMICRUZ S.E. to take up the option of exploitation, and
if this option is taken up within sixty (60) days thereafter the Usufruct Agreement shall be signed and the Corporation shall be incorporated pursuant to Clause 17 herein. Upon execution of the Usufruct Agreement, the periods shall begin for CCSA's
fulfillment of the following obligations: 






a) Within a set Period that may not exceed
nine (9) months after the conclusion of the accepted exploration timetable,
subject to duly certified notice being given to FOMICRUZ S.E., the preparation
for exploitation of the Deposit, and within a period that may not exceed
eighteen (18) months after the same date, the construction of the processing
facilities and necessary infrastructure shall be initiated. 
b)
Within a period counting from the end of the period established in the
preceding paragraph, which may not exceed eighteen (18) months, the exploitation
and processing of minerals shall commence. 
c) All processing,
including necessary refining processes, shall be carried out within the Province
of Santa Cruz. For fulfillment of the refining stage, that is, for ninety-nine
point nine percent (99.9%) pure gold and silver, the Bidder may establish an
additional period of twelve (12) months from the end of the period specified in
the preceding paragraph, provided that the feasibility study demonstrates its
economic viability. 
d) FOMICRUZ S.E. shall be paid a
percentage share of production in refined metal at the place of refining or in a
cash payment to a current account with the banking institution and in the place
specified by FOMICRUZ S.E., pursuant to the stipulations of ARTICLE 21,
subsection B) of the Bidding Terms and Conditions of Tender 05/06 and the bid.


Among the obligations that CCSA assumes under this clause,
the parties expressly agree that CCSA shall be required to build a refinery only
if the Feasibility Study demonstrates its economic viability. 

FOMICRUZ S.E. may choose to have a stake in the future
corporation to be incorporated between the parties, with up to 49% of share
capital, in which case it must contribute the equivalent of said percentage in
investments made, according to the amount specified in Clause THREE herein,
pursuant to the following methodology: The initial interest of FOMICRUZ S.E. in
the future Corporation to be incorporated and in the profits thereof shall be 9%
(nine percent). After the final Feasibility Study, and subject to CCSA taking up
the option of Exploitation, FOMICRUZ S.E. may exercise a one-time option for
acquisition of up to 49% (forty-nine percent) of stock in the future corporation
to be incorporated, pursuant to the following system: a) to acquire 10% (ten
percent) of the stock and thereby become owner of 19% (nineteen percent) of the
stock, FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 10%
(ten percent) of the investments documented and executed during the
Complementary Exploration 

[ILLEGIBLE SIGNATURES] 









Period; b) to acquire an additional 10% (ten percent) interest in the future corporation, thereby increasing its ownership interest from 19% (nineteen percent) to 29% (twenty-nine percent), FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount
equal to 20% (twenty percent) of the investments documented and executed during the Complementary Exploration Period; c) in order to acquire an additional 20% (twenty percent) interest in the future corporation, thereby increasing its ownership
interest from 29% (twenty-nine percent) to 49% (forty-nine percent), FOMICRUZ S.E. must reimburse CERRO CAZADOR S.A. an amount equal to 25% (twenty-five percent) of the investments documented and executed during the Complementary Exploration Period.



FIVE: CRITICAL POINTS: At the end of each exploration sub-period in accordance with the investment timetable (Appendix I attached hereto), CCSA reserves the right to terminate this agreement if the expected results in the exploration are not
obtained, in accordance with the details contained in the bid and after all investments planned for each sub-period has been made. This agreement may also be terminated if the final feasibility study (prepared by CCSA) fails to demonstrate the
necessary economic and technological conditions for profitable exploitation, and within the periods established under the Bidding Terms and Conditions of the Tender for "La Josefina". 


SIX: OBLIGATIONS OF THE PARTIES: 


A) Rights of CCSA 


a) During the exploration period, CCSA shall be responsible for carrying out all mining, prospecting and exploration activities in the "La Josefina" project, and shall be its Operator; 


b) As Operator, CCSA shall conduct mining operations in accordance with existing legal regulations and applying best practice standards, acting rationally to prevent any kind of damage to the deposit, in strict compliance with standards pertaining
to the activity, and all environmental, labor, and other regulations that directly or indirectly apply to said activity; 


B) CCSA assumes the following obligations: 






a) To implement the minimum investment plan
attached as Appendix I hereto, providing the funds required for the exploration
process. 

b) To grant FOMICRUZ S.E. the following
percentage shares: 
In the Usufruct Agreement to be executed, CERRO
CAZADOR S.A. shall grant FOMICRUZ S.E. a percentage share of 5% (five percent)
as holder of the Mining Rights to the minerals and metals extracted from the
Deposit, whatever the nature of these may be. 

c) In the event that exploration is not
continued, or the exploitation option is not taken up pursuant to this
agreement, CCSA undertakes to deliver to FOMICRUZ S.E. exclusive ownership of
the Feasibility Study, if any exists, and all studies, papers, samples and core
samples, reports completed and, in general, any other documentation produced in
connection with this Agreement, without any right to file claims with regard
thereto; 

d) CCSA undertakes to hire manual workers with
Argentine citizenship and residing in the Province of Santa Cruz, and technical
and professional personnel preferably with Argentine citizenship and residing in
the province of Santa Cruz; 

e) CCSA undertakes to establish the places of
residence of the personnel and the logistical support for the camp and its
activities in the Province of Santa Cruz; 

f) To purchase the necessary insurance
policies with coverage for the activities involved in the operations under this
Agreement; 

g) To provide, at its sole expense and risk,
the technology, capital, equipment, machinery, labor, and, in general, all the
investments necessary for the due fulfillment of the Agreement in accordance
with the stipulations of the Bidding Conditions; 

h) To execute its tasks using the most rational and
efficient techniques in keeping with the characteristics and magnitude of the
exploration and exploitation tasks, so as to obtain the maximum mineral
production that is technically and financially possible; 

i) Any sub-contractors employed must have technical
expertise and shall act under the responsibility and charge of CCSA; 

j) To adopt all necessary measures to prevent or reduce
damage to the deposit in connection with the operations; 

[ILLEGIBLE SIGNATURES] 









k) To adopt all necessary measures to prevent or reduce damage to agricultural activities, and to adopt the safety measures required by law or recommended in accordance with accepted practices in the field; 


1) To comply with national, provincial and municipal laws and regulations applicable to this Agreement; 


m) To maintain the validity of the mining rights by complying with all obligations established under the Mining Code applicable to the holder thereof, such as the payment of the mining canon, with confirmation provided to FOMICRUZ S.E. 72 hours
prior to the respective due date that payment has been made; and, moreover, the fulfillment of any other mining concession obligations that may in the future apply to the mining rights granted for the area to FOMICRUZ S.E. The first mining canon due
date shall be determined in proportion to the time elapsed from the execution of this agreement, and the same criterion shall apply to the established cases of termination of the same. 


n) To keep FOMICRUZ S. E. informed, to which end it undertakes to submit a quarterly report on work progress, with a copy of all sampling and analysis results that have been carried out, and FOMICRUZ S.E. shall be entitled to request additional
information outside of the aforementioned schedule whenever it deems appropriate; 


n) To allow FOMICRUZ S.E. access to the area to exercise its right of inspection, providing accommodations in conditions similar to those provided for senior staff for a maximum group size of six persons; 


o) CCSA undertakes to maintain its capacity as operator of this agreement; no amendment may be made to this obligation unless it is expressly approved by FOMICRUZ S. E.; 


p) CCSA shall not initiate any process related to Mining Rights, either on its own or through any intermediary, parent or subsidiary company, or any company connected in any way with any CCSA employee, during the term of the Agreement and for two
years after the termination thereof for any reason, within the area of the existing mining rights or those taking the place thereof, or within two kilometers of said area or in the vicinity thereof in the event that the mineralized zone continues
beyond the area to which this agreement pertains. In the event of a breach hereof, Fomicruz S.E. shall automatically assume ownership of any new right, or any which CCSA might obtain through the breach of the obligation contained in this subsection.
In the event that the mineralized zone continues beyond the "La Josefina" Area and into areas 











where no mining rights exist, the new mining rights covering this mineralized zone shall be included in this agreement automatically, with the exception of those mining rights covering the continuation of the mineralized zone of the "La
Valenciana" Reserve. CCSA undertakes to submit a list to FOMICRUZ S.E. within ten days of the execution of this agreement, containing all the mining files in its possession and has submitted to the Provincial Mining Office of the Province of Santa
Cruz, and this list shall have the effect of an Affidavit. 


q) CCSA shall assume all expenses involved in processing and assessment of the mining rights which FOMICRUZ S.E. holds or is applying for in the area to which this agreement pertains, including those that may arise from the processing of
applications related to Grupo Minero; 


C) FOMICRUZ S.E. assumes the following obligations: 


a) It shall not, in any way, dispose of the mining rights under this agreement or grant them as security through any mortgage, pledge, assignment, trust or any other encumbrance or personal or real property interest that would restrict or limit
the rights granted by this Agreement; 


b)It shall provide CCSA with all information available on the area, whether technical or legal, public or private, that FOMICRUZ S.E. currently possesses or may possess in the future; 


c) If CCSA exercises the right to take up the exploitation option, FOMICRUZ S.E. shall grant the usufruct of the mining rights, executing the corresponding agreement, and incorporating the corporation as established in the Bidding
Terms and Conditions; 


d) It shall maintain ownership of mining rights, continuing to process the necessary files, or those that may replace them in the future, in accordance with the Bidding Terms and Conditions; 


e) In the event that CCSA is unable to take an action necessary to preserve the validity and legal status of the Project, free from encumbrances, including any new mining right, and provided that it gives notice thereof to Fomicruz
S.E., the latter shall take the appropriate action to achieve said objective; 


D) The two PARTIES undertake reciprocally: 


[ILLEGIBLE SIGNATURES] 






NINE: ENVIRONMENTAL OBLIGATIONS: CCSA must employ the
techniques necessary for environmental conservation, carrying out activities in
ways that protect the natural resources and the environment, in accordance with
current environmental legislation. Moreover, it shall be responsible for the
conservation of the environment and for analyzing the impact produced by its
activities, along with other measures it proposes to adopt to mitigate adverse
effects on the environment, as of the date of execution of this Agreement,
undertaking to comply with the provisions of the Mining Code and other
environmental regulations now in effect or those that may be introduced in the
future, and undertaking to hold FOMICRUZ S.E. harmless against any claims
arising from the actions of CERRO CAZADOR S.A., its employees or contractors.


TEN: EASEMENTS: CCSA assumes the responsibility of fulfilling
all obligations established by the Mining Code and other applicable legislation
with respect to the surface landowners). It shall execute Easement Agreements
for the land affected by the prospecting, exploration and exploitation works,
such as roads, camps, the processing plant, mining claims, and so on. Within a
period of two months from the date of this Agreement, CCSA must submit to
FOMICRUZ S. E. the agreement executed with the surface landowners). In the event
that such an agreement has not been reached, upon expiration of the
aforementioned period, FOMICRUZ S.E. shall convene a meeting between CCSA and
the surface landowners) within the month immediately following. If no agreement
is reached, FOMICRUZ S.E., in its capacity as holder of mining rights, shall
submit the settlement agreement that CCSA undertakes to fulfill to the
Provincial Mining Office. The parties may agree, pursuant to the conditions that
they deem most suitable, to exercise the rights of Articles 156 and 157 of the
Mining Code, at CCSA's request. Moreover, the leasing of the Piedra Labrada
livestock ranch shall be carried out by CCSA, who must submit the agreement with
the surface landowners) to FOMICRUZ S.E. within thirty days of execution of this
Agreement. Upon submission of said agreement, CCSA must establish an agreement
with FOMICRUZ S.E. with respect to the items, improvements and facilities
established by FOMICRUZ S.E. in the house, outbuildings and storehouses that
constitute the constructions of the Piedra Labrada livestock ranch. 

ELEVEN: ACTS OF GOD OR FORCE MAJEURE: As established in
Articles 513 and 514 of the Civil Code, in the event of ACTS OF GOD or FORCE
MAJEURE, the rights and obligations arising from the AGREEMENT shall be
suspended for the duration of said event. The PARTY that so claims must provide
notice to the other PARTY within 30 days of becoming aware of the circumstances
constituting the ACT OF GOD or FORCE MAJEURE, attaching all documentation 

[ILLEGIBLE SIGNATURES] 
















which, in its opinion, proves such a situation, and advising the duration and extent of the suspension, whether such is total or partial, and its nature. By operation of law, the PARTIES shall resume the rights and obligations that were suspended
under the foregoing as soon as the ACT OF GOD or FORCE MAJEURE disappears. To this end, the PARTY claiming the alleged impediment must notify the other PARTY of such, and the other PARTY shall not be entitled to claim indemnity for the period of
inactivity. In the case of [sic] in Clause Six A) b) herein, under no circumstances shall any ACT OF GOD or FORCE MAJEURE be deemed to affect any obligation of delivering monetary amounts to FOMICRUZ S. E. 


TWELVE: TRAINING: CCSA undertakes to prepare an instruction and training plan for personnel designated by FOMICRUZ S.E. for six people per year, in activities to be established by mutual agreement between the parties throughout the life of
the agreement Each year, the parties shall determine the training plan to be implemented. Personnel designated by FOMICRUZ S.E. for training shall have no employment relationship with CCSA, and thus CCSA shall assume no liability arising from labor
legislation, except for the costs of program attendance and completion, which shall be borne by CCSA. 


THIRTEEN: CONFIDENTIALITY: Throughout the life of this agreement, any data or information of any kind or nature that is related to the performance hereof shall be treated by the PARTIES as strictly confidential, meaning that the content
hereof and the information necessary for its fulfillment shall under no circumstances be fully or partially disclosed to third parties without the prior written consent of the other party. Excluded from this limitation is information that is
required by government or judicial authorities or by a new stakeholder or potential investors, or information made available to companies in the situation described in Article 33 of Law 19550 in relation to either of the PARTIES, or any statement or
news release made by CCSA or any related company for the sole purpose of obtaining financing. 


In order to disclose confidential information to a third party in the event of any proposal under which said third party might have an interest in this agreement, said party must sign a confidentiality agreement with the prior approval of both
parties. If either PARTY uses, in the performance of the AGREEMENT, a technology owned by said PARTY, the other PARTY may not use or disclose such technology without first obtaining the written consent of the owning PARTY. The PARTIES shall
determine the appropriate measures to ensure that their employees, agents, representatives, proxies and subcontractors observe all of the confidentiality obligations established herein. 













Agreement, considering, for said purposes, the percentages and
conditions contained in the bid and its revised version. 

Without prejudice to the foregoing, or in the event that CCSA
has fulfilled all of the investment commitments, that is to say, six million
dollars, prior to completion of the exploration period, CCSA may exercise the
option for exploitation of the "La Josefina" project ahead of schedule, during
one of the three sub-periods. 

EIGHTEEN: MINING INVESTMENT ACT: CCSA undertakes to
provide FOMICRUZ S.E. with proof of registration with the National Ministry of
Mining under the Mining Investment Act, and shall be required to inform said
regulatory authority of the enterprise described in this Agreement within a
period of sixty days after the execution hereof. 

NINETEEN: All expenses resulting from the execution and
fulfillment of this agreement shall be borne by CCSA, including those resulting
from the Stamp Act, or, where applicable, the processing of benefits accorded by
Act 2354 and its Regulatory Decree No. 1437. 

TWENTY: LIABILITY: CCSA shall be solely liable for
conducting and completing the work agreed herein. 

If any action is brought by any third party for events, acts or
omissions attributable to fraud, the party mat has committed fraud shall respond
exclusively for those events, acts or omissions and must indemnify the other
party against any consequences that may affect it, without prejudice to the
right to amounts that it may have had to pay for claims by affected third
parties. 

TWENTY-ONE: ASSIGNMENT: Assignments and Conditions for
Admission of New Members: Neither of THE PARTIES may assign this Agreement
without the prior express authorization of the other PARTY. 

In any case of admission of a new member, the obligations to
FOMICRUZ S.E. arising from this agreement shall be assumed jointly and
severally. 

TWENTY-TWO: EQUIVALENCE: All investment expenses
contained in herein are in Dollars of the United States of America. In order to
determine the equivalence of such amounts in Argentine pesos, THE PARTIES shall
use the average between the buying and selling rate for the U.S. dollar,
published by the Banco de la Nation Argentina at the close of the First business
day of the calendar month in which said exploration expenses were incurred. In
the event that said banking institution does not publish rates on the date
specified, THE PARTIES shall use a rate mutually agreed between them. 




TWENTY-THREE: 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 might be interpreted as implying that the parties are creating a
partnership, association, agency or trust of any kind, or an imposition upon
either party of any corporate duty, obligation or liability. 

TWENTY-FOUR: DOMICILES: For all legal purposes, the
parties hereby establish their domiciles as the following: FOMICRUZ S.E.
Alberdi No. 643, Rio Gallegos and CERRO CAZADOR S.A. Pasaje Feruglio No.
157, Rio Gallegos, to which addresses all judicial or extrajudicial notices
served shall be valid. 

REPRESENTATIONS OF THE PARTIES: FOMICRUZ S.E. represents
that there are no existing judicial or administrative claims limiting the
availability of the mining rights to which this agreement pertains. 

CCSA designates as persons authorized to receive, on its
behalf, any types of notices, and to provide responses to documents and reports
that relate to this Agreement and the obligations assumed herein, Messrs.
Danilo SELVA and/or Raul BONFADA, C.P.A., to act interchangeably,
alternately and individually on behalf of CCSA in its dealings with FOMICRUZ
S.E. This authorization shall be valid until duly certified notice of its
revocation is served to FOMICRUZ S.E., remaining in full effect until such a
time and rendering valid all acts that, by consequence, are executed by the
authorized persons. 

In witness whereof, 2 identical counterparts are signed in the
City of Rio Gallegos, capital of the Province of Santa Cruz, Argentine Republic,
on the 24th day of July of the year Two Thousand and Seven. 

[3 ILLEGIBLE SIGNATURES] 











[ROUND STAMP]

FOLIO           

380               


Financial Bid for the Complementary Exploration
of the 

"La Josefina" Project 

Article 21 of the Bidding Terms and Conditions, TenderN°
05/06, 

FOMICRUZS.E. 

          This
financial bid has been prepared in accordance with the definitions assumed by
the professionals of Fomicruz S.E., which are fully expressed in their statement
''the financial outlook for the sector studied is good, being linked to the
possibility of finding a bonanza of epithermal mineralizations, which are
characterized by being tightly controlled by their structure and presenting high
precious metal content in low vein volumes." 

          The
board of directors of Cerro Cazador S.A. has visited the "La Josefina" Project
on at least four occasions in the past 10 years, and are convinced that the site
potentially holds several mineralized bodies of an economically viable nature
(Articles 8 and 11 of the Bidding Terms and Conditions). 

          The
technical information provided by Fomicruz S.E. has been reviewed. In the event
that Cerro Cazador S.A. is awarded the tender, it will immediately implement a
program to identify and develop mineral resources through the systematic review
of the area under study (52,000 hectares) and systematic drilling using the
diamond drilling method in order to define economically viable mineral deposits
collectively containing no less than 250,000 ounces of gold. 

          A)
Works and investments to be completed during the Complementary Exploration in
the PROJECT 

          1 and 2
- We propose an exploration period lasting four (4) years, divided into three
(3) sub-periods separated by two CRITICAL POINTS (Article 21, subsection A of
the Bidding Terms and Conditions). 

          3 - The
"exploration and evaluation methodology" will consist of systematic review of
the area under study (52,000 hectares) in order to identify new anomalous areas.
In this stage, tools such as remote sensors will be applied for the recognition
of favorable areas with promising lithologjes, structural controls and
hydrothermal alterations. When an area of interest is identified, we will
continue with a sequence of processes such as geological mapping, channel
sampling of outcrops, sampling in grids and/or current sediments, trenching and
drilling with the diamond drilling method. 

-10- 

	[ELLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	   [ILLEGIBLE SIGNATURE] 
	  	  	RAULA.BONFADA 
	  	  	NAT. ID DOC. No. 12.258.887 
	  	  	REPRESENTATIVE







[ROUND STAMP]

FOLIO           

381             


Additional geophysical surveys may be undertaken in order to
enhance our knowledge of the site and to assess covered areas. In the case of
zones where FOMICRUZ S.E.'s work has already identified exploration "targets",
Cerro Cazador S.A. will implement HQ diameter diamond drilling campaigns,
following geometric designs adapted to the definition of "ore shoot" mineral
resources. 

          4 - The
"Work Plan" will consist of carrying out a systematic review of the area under
study with the aim of identifying new anomalous zones, and, in parallel,
we will proceed with the implementation of diamond drilling campaigns where
Fomicruz S.E. has identified exploration targets. Both activities will be
conducted over the three proposed sub-periods, which are to be divided into two
one-year periods (from July 1, 2007 to June 30, 2008, and from July 1, 2008 to
June 30 , 2009) and a third two-year period (from July 1, 2009 to June 30,
2011). As mineral exploration is an activity that demands flexibility and
adaptability to unique circumstances, further detail is not provided, due to the
fact that such information might prove irrelevant. 

          5 - In
order to determine the "Per-unit and total cost of tasks to be performed" we
refer to the international values used extensively by company managers in the
mining exploration industry, namely: 

	
  Per-meter cost of a diamond drilling campaign: US$250 per meter (775
  Argentine pesos per meter). This value includes the specific cost of US$125
  per meter for diamond drilling, plus an additional US$125, which covers the
  costs of accommodation, logistics, personnel, sampling and analysis. 

  
	
  The payment of the corresponding "mining canon" is included for the claims
  involved, which to date is 800 Argentine pesos per unit. 

  
	
  The cost of leasing the surface area subject to mineral exploration is
  included. The amount included in the Bidding Terms and Conditions (US$2/ha) is
  high in our view, and thus we will use all available legal mechanisms to
  adjust it to market values. 



          6 - With
regard to the "Investment plan, timetable and specifications thereof", we attach
the following table, providing minimum percentages required for each sub-period,
distributed by zone: North Vein Zone (Veta Norte), Central Zone, Northeast Zone
(Noreste), and Piedra Labrada Zone. 

-11- 

	[TLLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	   [ILLEGIBLE SIGNATURE] 
	  	  	RAULA.BONFADA 
	  	  	NATIONAL ID DOC. No.: 12258.887 
	  	  	REPRESENTATIVE







[ROUND STAMP]

FOLIO           

382              


Financial Bid (**) 


  	 	 	 	 	 
	  	Investment 	Investment 	Investment 	  
	  	commitments 	commitments 	commitments 	  
	     
           Exploration period 	for Sub-period 	for 	for 	Totals 
	     
           (4 years) 	#1 until June 30. 	Sub-Deriod #2 	Sub-Deriod #3 	  
	  	2008 	Jury 1.2008- 	Jury 1.2009- 	  
	  	  	June 30.2009 	June 30.2011 	  
	  	  	  	(*) 	  
	  	  	  	  	  
	Northeast Zone (Noreste) 	US$ 300,000 	US$400,000 	US$ 500,000 	US$ 1,200,000 
	  	  	  	  	US$ 2,100,000 
	North Vein Zone (Veta Norte)	US$ 500,000 	US$ 800,000 	US$ 800,000 	  
	 	  	  	  	  
	Central Zone 	US$ 500.000 	US$ 800,000 	US$ 900,000 	US$ 230.000 
	  	  	  	  	  
	  	US$ 200,000 	US$ 100,000 	US$ 200,000 	US$500,000 
	Piedra Labrada Zone 	  	  	  	  
	  	US$ 1,500,000 	US$2,100,000 	US$ 2,400,000 	  
	Total Exploration 

        Commitments 	

        (25%) 	

        (60%) 	

        (100%) 	

        US$ 6,000,000 
	 	 	 	 	 




This table is presented as a synthesis of the financial bid
prepared by Cerro Cazador S.A. 

(*) Sub-period 3 has been extended to two years duration,
with the purpose of including the time required for the execution of the
Pre-feasibility and Economic Feasibility Study for the "La Josefina" project.


(**) The financial values shown here should be interpreted
as minimum investment commitments. Under no circumstances do they mean that
Cerro Cazador S.A. will strictly limit itself to the amounts specified, and any
decision to make higher commitments will be at its sole discretion. Amounts are
given in U.S. dollars. For the purposes of conversion to our monetary unit, an
exchange rate of 3.05 Argentine pesos per dollar has been used (Article 16 of
the Bidding Terms and Conditions). 

-12-

	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 
	  	  	RAULA.BONFADA 
	  	  	NATIONAL ID DOC. No.: 12258.887 
	  	  	REPRESENTATIVE







[ROUND STAMP]

FOLIO         


  383            

          7 -
"Distribution of investments in the proposed sub-periods": The works to be
undertaken is listed, categorized according to targets. All amounts listed are
in U.S. dollars, which can be converted to Argentine pesos using an exchange
rate of 3.05. 

Work to be undertaken on the La
Josefina project, by targets: 

Sub-period #1: Proposed investment-
US$1,500,000 

	1.	Mineral Resources Development
      (US$1,000,000) 
	 	 
	 	North Vein Zone (Veta Norte)
  



		• 	
      Increase density of diamond drillings, following
      geometric designs appropriate for the definition of "ore shoot" mineral
      resources. 

		• 	
      7 to 10 sections of 2 to 3 HQ diameter diamond drillings
      to depths averaging 100 meters. 

	 	• 	
      These total approximately 2,000 meters; at a total cost
      of US$250/meter= 

	 	  	
      US$500,000.* 



Central Zone 

	 	• 	Increase density of diamond drillings,
      following geometric designs appropriate for the definition of "ore shoot"
      mineral resources. 
	 	• 	7 to 10 sections of 2 to 3 HQ diameter diamond
      drillings to depths averaging 100 meters. 
	 	• 	These total approximately 2,000 meters; at a
      total cost of US$250/meter= 
	 	  	US$500,000.* 



	2. 	
      Exploration of new targets and identification of new
      mineral resources using diamond drilling (US$300,000)

	 	 
		
      Northeast Zone
(Noreste)




	 	• 	
      6 diamond drillings in anomalies identified by Fomicruz
      S.E. These will be designed for an average depth of 100 meters. 

	 	• 	
      These total approximately 600 meters; at a total cost of
      US$250/meter = US$ 150.000. 

	 	• 	
      6 diamond drillings in sectors to be selected through
      systematic exploration of new targets. These will be designed for an
      average depth of 100 meters. 

	 	• 	
      These total approximately 600 meters; at a total cost of
      US$250/meter= US$150,000. 

	 	• 	
      In total, 1,200 meters of drilling at a cost of
      US$300,000.* 



Piedra Labrada Zone 

	 	
      • 
	
      8 diamond drillings in sectors to be selected
      through systematic exploration of new targets. These will be designed for
      an average depth of 100 meters. 



-13- 

	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	 [ILLEGIBLE SIGNATURE] 
	  	  	RAUL A. BONFADA 
	  	  	NATIONAL ID DOC. No.: 12.258.887

	  	  	REPRESENTATIVE







[ROUND STAMP]

FOLIO         


  384           


	 	• 	
      These total approximately 800 meters; at a total cost of
      US$250/meter = US$200,000. 

	 	• 	
      In total, 800 meters of drilling at a cost of
      US$200,000.* 

	 	• 	
      This amount includes the cost US$125 per meter for
      diamond drilling, plus an additional US$125, which covers the costs of
      logistics, personnel, sampling and analysis. 



Sub-period #2: Proposed investment - US$
2,100,000 

		3. 	
      Mineral Resources Development
  (US$2,000,000)

	 	 	 	 
			
      North Vein Zone (Veta Norte)

	 	 	 	 
			
      • 
	
      Increase density of diamond drillings, with the
      organization of several drillings by sections, following geometric designs
      adapted to the definition of "ore shoot" mineral resources.

			
      • 
	
      Additional diamond drillings along the course of the
      structure with the purpose of expanding the resource.

			
      • 
	
      10 sections of 3 to 4 HQ diameter diamond drillings, with
      an average depth of 100 meters.

			
      • 
	
      These total approximately 3,200 meters; at a total cost
      of US$250/meter=

				
      US$800,000.*

	 	
       
	
       
	
       

			
      Central Zone

	 	
       
	
       
	
       

			
      • 
	
      Increase density of diamond drillings, with the
      organization of several drillings by sections, following geometric designs
      adapted to the definition of "ore shoof' mineral resources.

			
      • 
	
      Additional diamond drillings along the course of the
      structure with the purpose of expanding the resource.

			
      • 
	
      10 sections of 3 to 4 HQ diameter diamond drillings, with
      an average depth of 100 meters.

			
      • 
	
      These total approximately 3,200 meters; at a total cost
      of US$250/meter=

				
      US$800,000.*

	 	
       
	
       
	
       

			
      Northeast Zone (Noreste)

	 	
       
	
       
	
       

			
      • 
	
      Increase density of diamond drillings, with the
      organization of several drillings by sections, following geometric designs
      adapted to the definition of "ore shoof9 mineral
    resources.

			
      • 
	
      Additional diamond drillings along the course of the
      structure with the purpose of expanding the resource.

			
      • 
	
      5 sections of 3 to 4 HQ diameter diamond drillings, with
      an average depth of 100 meters.

			
      • 
	
      These total approximately 1,600 meters; at a total cost
      of US$250/meter=

				
      US$400,000.*

	 	
       
	
       
	
       

	4. 	
      Exploration of new targets and identification of new
      mineral resources by diamond drilling (US$100,000).

	 	
       
	
       
	
       

		
      Piedra Labrada Area



-14- 

	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 
	  	  	RAUL A. BONFADA 
	  	  	NATIONAL ID DOC. No.: 12.258.887

	  	  	REPRESENTATIVE







[ROUND STAMP]

FOLIO          


  385           

	
    Investigation of new targets; 4 diamond drillings scheduled at an
  average depth of 100 meters. 

  
	
  These total approximately 400 meters; at a total cost of US$250/meter =
  US$100,000. 

  
	
  This amount includes the cost US$ 125 per meter for diamond drilling, plus
  an additional US$125, which covers the costs of logistics, personnel, sampling
  and analysis. 



Sub-period #3: Proposed investment - US$2,400,000 

	5. 	
      Mineral resources development
  (US$2,200,000)



North Vein Zone (Veta Norte) 

	 	• 	
      Increase density of diamond drillings, with the
      organization of several drillings by sections, following geometric designs
      adapted to the definition of "ore shoot" mineral resources. 

	 	• 	
      Additional diamond drillings along the course of the
      structure with the purpose of expanding the resource. 

	 	• 	
      10 sections of 3 to 4 HQ diameter diamond drillings, with
      an average depth of 100 meters. 

	 	• 	
      These total approximately 3,200 meters; at a total cost
      of US$250/meter= US$800,000.* 



Central Zone 

		• 	
      Increase density of diamond drillings, with the
      organization of several drillings by sections, following geometric designs
      adapted to the definition of "ore shoot" mineral resources. 

		• 	
      Additional diamond drillings along the course of the
      structure with the purpose of expanding the resource. 

		• 	
      10 sections of 3 to 4 HQ diameter diamond drillings, with
      an average depth of 100 meters. 

		• 	
      These total approximately 3,200 meters; at a total cost
      of US$250/meter= US$900,000.* 



Northeast Zone (Noreste) 

		• 	
      Increase density of diamond drillings, with the
      organization of several drillings by sections, following geometric designs
      adapted to the definition of "ore shoot" mineral resources. 

		• 	
      Additional diamond drillings along the course of the
      structure with the purpose of expanding the resource. 

		• 	
      5 sections of 3 to 4 HQ diameter diamond drillings, with
      an average depth of 100 meters. 

		• 	These total approximately 2,000
      meters; at a total cost of US$250/meter= US$500,000.*
  


-15- 

	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE]. 
	  	  	RAULA.BONFADA 
	  	  	NATIONAL ID DOC. No.: 12258.887 
	  	  	REPRESENTATIVE







[ROUND
STAMP]
FOLIO           

386             


	 	6. 	
      Exploration of new targets and identification of new
      mineral resources using diamond drilling (US$200,000)

	 	 	 
	 		
      Piedra Labrada Zone

	 		
      • 
	
      Investigation of new targets; 8 diamond drillings
      scheduled at an average depth of 100 meters.

	 		
      • 
	
      These total approximately 800 meters; at a total cost of
      US$250/meter = US$200,000.*

	 		
      • 
	
      This amount includes the cost US$125 per meter for
      diamond drilling, plus an additional US$125, which covers the costs of
      logistics, personnel, sampling and analysis.



          B)
Percentage share to pay FOMICRUZ S.E. as mining rights holder 

          Cerro
Cazador S.A. shall grant Fomicruz S.E. a percentage share of 5%, which
[sic] whose use and enjoyment shall be assigned to the AWARDEE by means of a
USUFRUCT AGREEMENT, if said AWARDEE takes up the option of exploitation of the
minerals and metals extracted from the Deposits, whatever the nature of these
may be. 

          C)
Percentage of Profits: 

          Cerro
Cazador S.A. shall grant Fomicruz S.E. an additional 2.5% over that specified
above as a percentage share of profits. 

          Cerro
Cazador S.A. accepts that Fomicruz S.E. may choose, upon completion of the final
feasibility study, to purchase up to a 49% interest in the future Corporation in
accordance with the stipulations of Article 25 of these Bidding Terms and
Conditions, reimbursing Cerro Cazador S.A. 2.5 times the proportional amount of
investments the documented and executed during the Complementary Exploration
Period. 

          D)
Bid bond, as stipulated in Article 19 

          The
relevant documentation for the bid bond, as stipulated in Article 19, is
attached hereto. 

-16- 

	[BLLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 
	  	  	RAUL A. BONFADA 
	  	  	NATIONAL ID DOC. No.: 12258.887 
	  	  	REPRESENTATIVE







[ROUND STAMP]

FOLIO        
 

    387              


          Article
29: Instruction and training plan for personnel designated by Fomicruz
S.E. 

          Cerro
Cazador S.A. undertakes to implement an instruction and training program for
personnel designated by FOMICRUZ S.E. for six (6) individuals per year. The
activities to be carried out shall be established by mutual agreement during the
effective period of the EXPLORATION AGREEMENT. 

-17- 

	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 
	  	  	RAULA.BONFADA 
	  	  	NATIONAL ID DOC. No.: 12.258.887

	  	  	REPRESENTATIVE







 

[ROUND STAMP: ILLEGIBLE]

[LOGO] 
CERRO CAZADOR 

SOCIEDAD ANONIMA 

A HUNTMOUNTAIN COMPANY 

Buenos Aires, April 20,2007 

          Officers 
          FOMICRUZ
S.E. 

Re: Tender No. 05/06 "La Josefina"

          To
Whom It May Concern: 

          We
write you today with regard to the Tender indicated above, in response to the
letter received in which FOMICRUZ S.E. requested an improvement to the bid
submitted by Cerro Cazador S.A. in envelope B, in fulfillment of the Bidding
Terms and Conditions (the "Bidding Document"). In particular, this request was
related to two aspects of subsection C) of Article 21: percentage share of
profits when exercising the option of exploration of the property, and with
respect to the multiplication factor applied to investments in the event that
FOMICRUZ S.E. decides to exercise the option contained in the third paragraph,
subsection c) of Article 21 of the Bidding Terms and Conditions, acquiring an
interest of up to 49% in the future corporation. 

          Cerro
Cazador S.A. has reviewed the bid recently submitted in envelope B of the
aforementioned Bidding Document and has decided to make an improvement thereto.
Accordingly, the bid now states the following: 

          Article
21, subsection C) Percentage of Profits: 

          In
the event that Cerro Cazador S.A. decides to exercise the option of exploration
and to incorporate a corporation for the purpose, it shall grant FOMICRUZ S.E.
9% (nine percent) as an initial percentage share in the profits of said
corporation. 

           As
set out in the third paragraph of subsection c) of Article 21 of the Bidding
Terms and Conditions, Cerro Cazador S.A. accepts that, once the final
feasibility study has been completed, FOMICRUZ S.E. may opt to purchase up to a
49% interest in the future corporation in accordance with the stipulations of
Article 25 of the Bidding Document, reimbursing Cerro Cazador S.A. a
proportional amount of the investments documented and executed during the
Complementary Exploration Period, in accordance with the following proposal:


	CERRTTO11863° 	BUENOS AIRES 	C1010AAX 	ARGENTINA 
	  	[ILLEGIBLE SIGNATURE]	 [ILLEGIBLE
      SIGNATURE] 	• 













[LOGO] 
CERRO CAZADOR

SOCIEDADANONIMA 

A HUNTMOUNTAIN COMPANY 

subject to duly certified notice being served to FOMICRUZ,
S.E., Cerro Cazador S.A. shall begin preparation for exploitation of the
Deposit, and within eighteen (18) months of the same date, it shall begin
construction of the processing facilities and necessary infrastructure. 

          b)
Within eighteen (18) months of the end of the period established in the
preceding paragraph, Cerro Cazador S.A. shall commence exploitation and
processing of minerals. 

          c)
All processing, including necessary refining processes (if applicable), shall be
carried out within the Province of Santa Cruz. For fulfillment of the refining
stage, that is, of ninety-nine point nine percent (99.9%) pure gold and silver,
Cerro Cazador S.A. may establish an additional period of twelve (12) months from
the end of the period specified in the preceding paragraph, provided that the
feasibility study demonstrates its economic viability, and the USUFRUCTUARY so
decides at its sole discretion. 

          d)
FOMICRUZ S.E. shall be paid a percentage share of production in refined metal at
the place of refining or in a cash payment to the current account, banking
institution and location specified by FOMICRUZ S.E., pursuant to (he
stipulations of Article 21, subsection (B) of the Bidding Terms and Conditions.


          Sincerely,


	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 	[ILLEGIBLE SIGNATURE] 
	  	 	Raul Bonfada, Accountant
    
	  	 	Representative 
	  	 	CERRO CAZADOR S.A.




	CERRITO11863° 	BUENOS AIRES 	C1010AAX 	ARGENTINA 















	M.D. 	File 	Surface in ha 
	Miguel Angel 	409.058/F/98 	3435 
	Diana 	409.059/F/98 	2995 
	Noemi 	409.060/F/98 	3013 
	Rosella 	409.061/F/98 	3227 
	Giuliana 	409.062/F/98 	5100 
	Benjamin 	409.063/F/98 	3500 
	Mariana T. 	409.064/F/98 	3500 
	Ail in 	409.065/F/98 	3500 
	Mirta Julia 	409.066/F/98 	3500 
	Ivo Gonzalo 	409.067/F/98 	3500 
	Maria Jose* 	409.068/F/98 	3500 
	Matias Augusto 	409.069/F/98 	3500 
	Sofia Lujan 	409.070/F/98 	3500 
	Lucas Marcelo 	409.071/F/98 	3500 
	Nicolas Alejandro 	409.072/F/98 	3500 
	Julia 	409.048/F/98 	6 





	Vertex 	Y 	X 
	A 	2462505,69 	4711533,67 
	B 	2481505,69 	4711533,67 
	C 	2481505,69 	4697533,67 
	D 	2486505,69 	4697533,67 
	E 	2486505,69 	4692433,67 
	F 	2481505,69 	4692433,67 
	G 	2481505,69 	4685433,67 
	H 	2481336,77 	4685433,67 
	I 	2481336,77 	4685579,82 
	J 	2487336,94 	4685511,40 
	K 	2467336,94 	4685433,67 
	L 	2466505,69 	4685433,67 
	M 	2466505,69 	4683433,67 
	N 	2464500,00 	4683433,67 
	O 	2464500,00 	4683500,00 
	P 	2462505,69 	4683500,00 



[ILLEGIBLE SIGNATURES]