TERM SHEET FOR THE EARN–IN FROM TARA GOLD RESOURCES CORP



AGREEMENT FOR THE EARN–IN FROM TARA GOLD RESOURCES CORP. BY
PERSHIMCO RESOURCES INC. OF A 75% JOINT VENTURE INTEREST IN THE LAS MINITAS
PROPERTY, SONORA MEXICO.

WHEREAS:

A.

Tara Gold Resources Corp. and Pershimco Resources Inc. signed a
term sheet dated May 10th  2007 for the earn-in from Tara Gold
Resources Corp. by Pershimco Resources Inc. of a 75% joint venture interest in
the Las Minitas property in Sonora Mexico (the Term Sheet). 

B.

Tara Gold Resources Corp. and Pershimco Resources Inc. wish to
amend the Term Sheet signed on May 10th 2007, with this Agreement, in
order to clarify certain points.

C.

Tara Gold Resources Corp. has a 97% beneficial interest, with a
right to purchase the remaining 3% interest, in Amermin S.A de C.V., a company
incorporated under the laws of Mexico, and Amermin has a 100% beneficial
interest in the Las Minitas Property located in Sonora, Mexico, (the
“Property”).  The claims comprising the Property are as described in the
table appended hereto as Schedule “A”. The companies are collectively referred
herein as “Tara Gold”.

D.

 The underlying agreement by which Tara Gold may acquire its
interest in the Property is appended hereto as Schedule “C”. Tara Gold must make
payments to the property owners in accordance with this agreement and payment
schedule found in the attached Schedule “B”.  All currency used throughout
this Agreement is in U.S. Dollars.

E.

There are no current agreements to purchase an interest in the
Property to which Tara Gold is a party and Tara Gold is free to deal with its
100% interest in the Property free from any liens, encumbrances or rights of
others, subject only to the rights of the property owners.

F.

Pershimco Resources Inc. (“Pershimco”) has a 100% beneficial
interest in Minero Metalurgica San Miguel, S. de R.L. de C.V. which wishes to
earn-in a 75% joint venture interest in the Property. The companies are
collectively referred herein as “Pershimco”.

Pershimco hereby makes an offer to Tara Gold to acquire a 75%
interest in the Property and thereafter to enter into a joint venture with Tara
Gold with respect to the ongoing development of the Property on the following
terms.

1.

To earn an initial 75% undivided interest in the Property
Pershimco must:

 (a)

make the following payments to Tara Gold, half of the value of
which can be made in shares at a 20% discount to market;

(i)

$180,000 on the execution of the Term Sheet;

(ii)

$200,000 by September 7, 2007;

(iii)

$250,000 by December 7, 2007;

(iv)

$400,000 by June 9, 2008; and





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(v)

$400,000 December 9, 2008.

(b)

make the remaining property payments in accordance with the
payment schedule found in the attached Schedule “B”.

(c)

expend the following minimum amounts on exploration of the
Property:

(i)

$600,000 by June 9, 2008;

(ii)

a further $1,000,000 by June 9, 2009;

(iii)

a further $1,200,000 by June 9, 2010;

(iv)

a further $2,400,000 by June 9, 2011; and 

(v)

Further expenditures as required for the preparation of a Bankable
Feasibility Study.

(d)

issue to Tara Gold 750,000 shares in its capital in accordance
with the following  schedule:

(i)

500,000 shares upon execution of this Agreement and subject to
regulatory approvals; and

(ii)

250,000 shares by June 9, 2008.

2.

Bankable Feasibility Study shall be defined as a detailed study of
the Property in which all geological, engineering, operating, economic and other
relevant factors are analyzed in sufficient detail that it could reasonably
serve as the basis for a final decision by a financial institution to finance
the development of the Property for mineral production. 

3.

Pershimco had 45 days from the date of acceptance of the May 10,
2007 Term Sheet to conduct due diligence on the Property including any necessary
title searches, review of technical data, review of any necessary documentation
and test sampling for the purpose of verifying existing data. Tara Gold provided
such assistance as was reasonably requested and all documentation in its
possession for the purpose of completing such due diligence. Pershimco has
completed its due diligence and the claims represented in the May 10, 2007 Term
Sheet are in good standing and unencumbered.




4.

Pershimco will make an additional payment of $100,000 in cash or
shares to Tara Gold on every anniversary date of the Term Sheet (May
10th of each year starting May 10, 2008) to maintain its interest
earned and to keep the formal agreement in good standing.




5.

Pershimco and Tara Gold agree to use their best efforts to enter
into a mining option agreement within 30 days of the date of acceptance by the
regulatory authorities of this Agreement. The mining option agreement shall
contain a provision that upon Pershimco earning its 75% interest; that Pershimco
and Tara Gold will form a joint venture with respect to the Property and enter
into a joint venture agreement (the “Joint Venture Agreement”), which shall
include the following terms:





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(a)

Pershimco shall acquire a seventy-five percent (75%) participating
interest in the Property, and shall be the operator of the joint venture, so
long as it maintains a fifty percent (50%) or greater participating
interest.

(b)

Pershimco and Tara Gold shall be required to fund all joint
venture costs and expenditures in proportion to each party's participating
interest. If either party elects not to contribute its proportionate share to an
approved program and budget such parties' participating interest shall be
subject to straight-line dilution. 

(c)

A management committee shall be formed, consisting of two
representatives from each joint venture party. The management committee members
shall have voting rights in proportion to the parties' respective participating
interests. The operator shall present work programs and budgets to the
management committee for approval.  In the event of a tie vote, the
operator shall have the deciding vote.

d)

Provide to Tara Gold a statement of the expenditures provided by
Pershimco’s management to be mutually accepted by both parties, along with
supporting documents, on a quarterly basis. Upon Pershimco earning its 75%
interest, it shall then supply Tara Gold with all documents related to
expenditures on a monthly basis. Tara Gold shall have 90 days to review and
contribute its portion of the capital necessary to maintain its interest.

e)

Pershimco shall be the operator of all exploration efforts
regarding Las Minitas so long as it meets all of the deadlines stated in
paragraphs 1, a-d and 4 of this Agreement. If at any time Pershimco fails to
meet any of the deadlines outlined, it shall immediately cease to be operator of
exploration and/or production efforts. Tara Gold may have its representatives on
location at any and all times to observe all operations.

6.

The profits from operations shall be shared in accordance with the
joint venture interest of each party.

7.

Any dispute which may arise under this Agreement, the formal
agreement or the Joint Venture Agreement shall be governed by the laws of
Chihuahua State, Mexico.  The parties each hereby submit to the
jurisdiction of the Illinois courts and to venue in Cook County for resolution
of any dispute that may arise under this Agreement, the formal agreement or the
Joint Venture Agreement.

8. 

If any payments are not made on or before the date outlined in the
body of this Agreement, the formal agreement or the Joint Venture Agreement or
Pershimco does not comply with the terms outlined in the underlying property
purchase agreement relating to the purchase of the claims in Schedule “C” and/or
payments including associated taxes are not paid in accordance with Tara Gold’s
payment schedule relating to those claims as attached in Schedule “B”, this
Agreement, the formal agreement or the Joint Venture Agreement shall, within
five (5) days of such non-payment and/or deficiency,  be considered in
default and dissolved, with no recourse of investment capital, payments, or
assets with no additional required notice. 100% of the property and all data
shall become the property of Tara Gold with no recourse.





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9.

The agreements of the respective parties to this Agreement, the
formal agreement or the Joint Venture Agreement shall be binding on the parties’
respective successors and assigns.

10.

This Agreement is the sole and complete expression of the
understandings and agreements of the parties hereto and may not be amended or
altered in any way, except in writing executed by all parties hereto.  This
Agreement supersedes any and all prior or contemporaneous agreements of the
parties, whether written or oral.

11.

The provisions of this Agreement are contractual and are
enforceable as such.

12.

This Agreement may be executed in counterparts, and if so
executed, each counterpart shall be deemed an original.

13.

Neither the parties hereto or the parties’ respective attorneys
shall be deemed the drafter of this Agreement in any litigation, or other
proceeding which hereafter may arise between or among them.

14.

Neither party has relied upon the representations made by the
other in entering into this Agreement and have been responsible for their own
due diligence.

15.

Subject to any disclosure requirements as promulgated by the
Securities and Exchange Commission, the parties agree to consult each other and
agree on joint news releases in the event of any public disclosure.
 Furthermore, all news releases shall be jointly reviewed and released with
reference to (Other OTC: TRGD.PK, Frankfurt: T8N) Tara Gold Resources Corp. in
some format acceptable to Market Regulation Services and both parties.

Kindly signify your acceptance of the terms contained herein by
signing in the appropriate space below and returning a copy of the fully
executed Agreement to Pershimco.  Upon receipt by facsimile as aforesaid, a
binding obligation of the parties will have been formed, subject only to
completion of due diligence and preparation and execution of the formal
agreement.  Both parties agree to act in good faith to negotiate the terms
of the formal agreement.

The
above noted terms are hereby accepted
this ___02__ day of August,
2007




PERSHIMCO RESOURCES
LTD.







Per: ___/s/Roger
Bureau________________
Roger Bureau, President




TARA GOLD RESOURCES
CORP.







Per:___/s/Francis
R Biscan Jr____________
Francis R. Biscan Jr., President and CEO











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Schedule A




		
	
Concession Name
	
Size (hectares)

	
Aurífero Fraction I
	
30.6687

	
Aurífero Fraction II
	
13.5433

	
Aurífero II Fract.1.
	
23.0185

	
Aurífero II Fract.2.
	
15.3676

	
Aurífero II Fract.3.
	
6.7019

	
Aurífero III.
	
8.8985

	
Aurifero IV Fraction I
	
188.7461

	
Aurifero IV Fraction II
	
10.4440

	
Aurifero IV Fraction III
	
5.1449

	
Minitas Sur Fraction I
	
177.0547

	
Minitas Sur Fraction II
	
10.0203

	
Minitas Sur Fraction III
	
0.1309

	
Minitas Norte
	
103.7324

	
El Triunfo
	
4.9578

	
El Triunfo II
	
14.0949

	
Socorro
	
76.0000

	
Socorro Dos
	
45.3485

	
Zorra Negra
	
0.2057

	
Lorito
	
6.0000






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Dios Mediante
	
15.8617

	
Josefa
	
60.7966

	
El Negro
	
9.0000

	
San Joaquin
	
0.8579









Brisas Claims

(Not part of Las Minitas underlying purchase agreement- Tara has
paid these in full)

			
	
Concession Name
	
Title Number
	
Hectares

	
Brisas De Oro Fraccion 1
	
228329
	
3,095.1818

	
Brisas De Oro Fraccion 2
	
228330
	
980.8839

	
Brisas De Oro 2
	
227786
	
2,373.5239







































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Schedule B




Payment
Date

Payment
Amount

Paid
by Tara Gold

$180,000.00

July
1, 2007

$190,000.00

December
18, 2007

$255,000.00

June
17, 2008

$337,500.00

December
18, 2008

$287,500.00

June
17, 2009

$345,000.00

December
18, 2009

$402,500.00

June
17, 2010

$517,500.00

March
18, 2011

$862,500.00

Total
Property Payments Paid

$2,950,000.00

(Includes
Brisas Claims)

Total
IVA Taxes Paid

$412,500.00





























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Schedule C

















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