exhibit10_4.htm


    


    


    Exhibit
      10.4

    


    


    


    


    
      
         

      

      
        Exhibit
          10.4 - 1

        
          

        

      

      
         

      

    




    


     

    MINING
      OPTION
      AGREEMENT

     

    THIS
      AGREEMENT made as of the 27th
      day of
      December, 2007

     

    BETWEEN:

     

    AVALANCHE
      MINERALS LTD, a
      corporation incorporated under the laws of British Columbia having offices
      at
      Suite 910-510 Burrard Street, Vancouver, BC, V6C 3A8, Canada, Fax: 604.662.8170.
      Avalanche Minerals Ltd. includes Avalanche Resources Ecuador S.A., an Ecuadorian
      company fully owned by Avalanche Minerals Ltd.

     

    (“Avalanche”)

     

    AND:

     

    OPES
      EXPLORATION INC., a
      Nevada corporation having an address at 9620 Williams Road, Richmond, British
      Columbia, V7A 1H2, Canada (Facsmile:  604-448-9470). Opes Exploration
      Inc. includes NINAKHORI MINERALES S.A., an Ecuadorian company fully owned by
      Opes Exploration Inc.

     

    (“Opes”)

     

    BACKGROUND

     

    
      	
              A.  

            	
              Avalanche
                has entered into a mineral claims purchase agreement with Alfredo
                Sebastia
                and Cesar Espinosa dated November 30, 2007 (the “Purchase Agreement”),
                pursuant to which it will purchase a 100% interest in the claims
                comprising the Property which will be held by
                Avalanche.

            


    

     

    
      	
              B.  

            	
              Avalanche
                and Opes have agreed that Avalanche will grant to Opes an option
                to
                acquire a 50% increasable to 75% undivided interest in the Property,
                as
                the case may be, subject to Avalanche first acquiring a 100% interest
                in
                the Property.

            


    

     

    In
      consideration of the mutual covenants and agreements contained herein and for
      other good and valuable consideration (the receipt and sufficiency of which
      is
      hereby acknowledged by each of the parties) the parties hereto covenant and
      agree each with the other as follows:

     

    
      	
              1.  

            	
              Interpretation

            


    

     

    
      	
              1.1  

            	
              Definitions.  In
                this Agreement:

            


    

     

    
      	
              (a)  

            	
              “Acts”
means
                all
                legislation, as amended from time to time, of the jurisdiction in
                which
                the Property is located, applicable to the Property, including title
                to,
                and Mining Operations on, the
                Property.

            


    

     

    
      	
              (b)  

            	
              “Agreement”
means
                this
                agreement, including the recitals and the Schedules, all as amended,
                supplemented or restated from time to
                time.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 2

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              “Approval
                Date” means the
                later of the date: (i) which is the first Business Day after the
                date that
                the Exchange issues its written acceptance of the Purchase Agreement
                and
                the transaction contemplated thereby, or (ii) that Avalanche notifies
                Opes
                that title to the Property has been transferred to
                Avalanche.

            


    

     

    
      	
              (d)  

            	
              “Business
                Day” means a
                day other than a Saturday, Sunday or statutory holiday in British
                Columbia.

            


    

     

    
      	
              (e)  

            	
              “Encumbrances”
means
                security interests, liens, royalties, charges, mortgages, pledges
                and
                encumbrances of any nature or kind whatsoever, whether written or
                oral, or
                direct or indirect.

            


    

     

    
      	
              (f)  

            	
              “Exchange”
means
                the TSX
                Venture Exchange.

            


    

     

    
      	
              (g)  

            	
              “Expenditures”
means
                all
                costs, expenses and charges, direct or indirect, of or incidental
                to the
                Mining Operations incurred by Opes, which costs, expenses and charges
                shall be determined in accordance with Opes’ accounting practices
                applicable from time to time to the extent that those practices are
                consistent with Canadian generally accepted accounting
                principles.

            


    

     

    
      	
              (h)  

            	
              “Government
                or Regulatory
                Authority” means any federal, provincial, regional, municipal or
                other government, governmental department, regulatory authority,
                commission, board, bureau, agency or instrumentality that have lawful
                authority to regulate or administer or govern a business or property
                or
                affairs of any person, and for the purposes of this Agreement also
                includes any corporation or other entity owned or controlled by any
                of the
                foregoing and any stock exchange on which shares of a party are listed
                for
                trading.

            


    

     

    
      	
              (i)  

            	
              “Minerals”
means
                the end
                products produced or derived from operating the Property as a
                mine.

            


    

     

    
      	
              (j)  

            	
              “Mining
                Operations” means
                every kind of work financed by Opes, done on or in respect of the
                Property
                or the Minerals derived from the Property during the Option Period
                by
                Avalanche or a contractor under the direction of Avalanche, without
                limiting the generality of the foregoing, the work of assessment,
                geophysical, geochemical and geological surveys, studies and mapping,
                investigating, drilling, assaying, prospecting, designing, examining,
                equipping, improving, surveying, shaft-sinking, raising, cross-cutting
                and
                drifting, searching for, digging, trucking, sampling, working and
                procuring minerals, ores and metals, surveying and bringing any mining
                claims to lease or patent, reclaiming and all other work usually
                considered to be prospecting, exploration, development, mining and
                reclamation work; in paying wages and salaries of workers engaged
                in the
                work and in supplying food, lodging, transportation and other reasonable
                needs of the workers; in paying assessments or premiums for workers'
                compensation insurance, contributions for unemployment insurance
                or other
                pay allowances or benefits customarily paid in the district to those
                workers; in paying rentals, licence renewal fees, taxes and other
                governmental charges required to keep the Property in good standing;
                in
                purchasing or renting plant, buildings, machinery, tools, appliances,
                equipment or supplies and in installing, erecting, detaching and
                removing
                them; mining, milling, concentrating, rehabilitation, reclamation,
                and
                environmental protections and in the management of any work which
                may be
                done on the Property or in any other respect necessary for the due
                carrying out of the prospecting, exploration and development
                work.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 3

        
          

        

      

      
         

      

    

     

    
      	
              (k)  

            	
              “Operator”
means
                Avalanche or a contractor under the direction of
                Avalanche.

            


    

     

    
      	
              (l)  

            	
              “Option”
means
                the 50%
                Option increasable to 75% Option
                together.

            


    

     

    
      	
              (m)  

            	
              “Option
                Period” means the
                period commencing on the Approval Date and ending on the earlier
                of June
                1, 2010 and the date on which the Option is terminated or lapses
                in
                accordance with this Agreement.

            


    

     

    
      	
              (n)  

            	
              “Permitted
                Encumbrance”
                means

            


    

     

    
      	
              (i)  

            	
              easements,
                rights of way, servitudes or other similar rights in land including,
                without limiting the generality of the foregoing, rights of way and
                servitudes for railways, sewers, drains, gas and oil pipelines, gas
                and
                water mains, electrical light, power, telephone, telegraph or cable
                television conduits, poles, wires and
                cables;

            


    

     

    
      	
              (ii)  

            	
              the
                right reserved to or vested in any Government or Regulatory Authority
                or
                other public authority by the terms of any or by any statutory provision,
                to terminate, revoke or forfeit any of the lease or mining claims
                or to
                require annual or other periodic payments as a condition of the
                continuance thereof;

            


    

     

    
      	
              (iii)  

            	
              rights
                reserved to or vested in any municipality or governmental, statutory
                or
                public authority to control or regulate in any manner, and all applicable
                laws, rules and orders of any governmental authority;
                and

            


    

     

    
      	
              (iv)  

            	
              the
                reservations, limitations, provisos and conditions in any original
                grants
                from the Crown or interests therein and statutory exceptions to
                title.

            


    

     

    
      	
              (o)  

            	
              “Property”
means
                the
                properties more particularly described in Schedule “A” and, when the
                context so implies, the lands and premises subject thereto, and includes
                any replacement or successor permit or claims, and all mining leases
                and
                other mining interests derived from any such permit covering the
                same
                general area of land.

            


    

     

    
      	
              (p)  

            	
              “Purchase
                Agreement” has
                the meaning ascribed thereto in Recital
                A.

            


    

     

    
      	
              1.2  

            	
              Headings.  The
                division of this Agreement into Sections and the insertion of headings
                are
                for convenience of reference only and shall not affect the construction
                or
                interpretation of this Agreement.  The terms “this Agreement”,
                “hereof”, “hereunder” and similar expressions refer to this Agreement and
                not to any particular Article, Section or other portion hereof and
                includes any variation or amendment hereto from time to time and
                any
                agreement supplemental hereto.  Unless something in the subject
                matter or context is inconsistent therewith, references herein to
                Articles
                and Sections are to Articles and Sections of this
                Agreement.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 4

        
          

        

      

      
         

      

    

     

    
      	
              1.3  

            	
              Legislation.  Any
                reference to a provision in any legislation is a reference to that
                provision as now enacted, and as amended, re-enacted or replaced
                from time
                to time, and in the event of such amendment, re-enactment or replacement
                any reference to that provision shall be read as referring to such
                amended, re-enacted or replaced
                provision.

            


    

     

    
      	
              1.4  

            	
              Extended
                Meanings.  In this Agreement words importing the singular
                number only shall include the plural and vice versa, words importing
                the
                masculine gender shall include the feminine and neuter genders and
                vice
                versa and words importing persons shall include individuals, partnerships,
                associations, trusts, unincorporated organizations and corporations.
                All
                references to mineral claims shall include map designated
                units.

            


    

     

    
      	
              1.5  

            	
              Currency.  All
                references to currency herein are to lawful money of the United States
                of
                America, unless otherwise
                specified.

            


    

     

    
      	
              1.6  

            	
              Non-Merger.
                The
                provisions contained in this Agreement shall survive the Approval
                Date and
                the completion of the transactions contemplated by this Agreement
                and
                shall not merge in any conveyance, transfer, assignment, novation
                agreement or other document or instrument delivered pursuant hereto
                or in
                connection herewith.

            


    

     

    
      	
              1.7  

            	
              Construction
                Clause.
                This Agreement has been negotiated and approved by counsel on behalf
                of
                all parties hereto and, notwithstanding any rule or maxim of construction
                to the contrary, any ambiguity or uncertainty will not be construed
                against any party hereto by reason of the authorship of any of the
                provisions hereof.

            


    

     

    
      	
              1.8  

            	
              No
                partnership. Nothing
                contained in this Agreement shall be construed as creating a partnership
                of any kind or as imposing on any party any partnership duty, obligation
                or liability to any other party.

            


    

     

    
      	
              2.  

            	
              Representations,
                Warranties and Covenants

            


    

     

    
      	
              2.1  

            	
              Representations,
                Warranties
                and Covenants of Avalanche.  Avalanche represents,
                warrants and covenants to Opes
                that:

            


    

     

    
      	
              (a)  

            	
              Avalanche
                is a corporation duly subsisting under the laws of British Columbia
                with
                the corporate power to own its assets and to carry on its
                business;

            


    

     

    
      	
              (b)  

            	
              Avalanche
                has good and sufficient authority to enter into and deliver this
                Agreement
                and to transfer its legal and beneficial interest in the Property,
                once
                acquired, to Opes;

            


    

     

    
      	
              (c)  

            	
              there
                is no contract, option or any other right of another form binding
                upon
                Avalanche to option, sell, transfer, assign, pledge, charge, mortgage,
                explore or in any other way option, dispose of or encumber all or
                part of
                the Property or any portion thereof or interest therein other than
                pursuant to the provisions of this Agreement and the Purchase
                Agreement;

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 5

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
              the
                execution, delivery and performance of this Agreement by Avalanche,
                and
                the consummation of the transactions herein contemplated will not
                (i)
                violate or conflict with any term or provision of any of the articles,
                by
                laws or other constating documents of Avalanche; (ii) violate or
                conflict
                with any term or provision of any order of any court, Government
                or
                Regulatory Authority or any law or regulation of any jurisdiction
                in which
                Avalanche’s business is carried on; or (iii) conflict with, accelerate the
                performance required by or result in the breach of any agreement
                to which
                it is a party or by which it is currently
                bound;

            


    

     

    
      	
              (e)  

            	
              the
                Property is properly and accurately described in Schedule “A” hereto and
                is in good standing under the laws of the jurisdiction in which the
                Property is located;

            


    

     

    
      	
              (f)  

            	
              Avalanche
                is in compliance with all Ecuadorian mining and environmental laws
                applicable to the Property and has been in compliance since acquiring
                the
                Property;

            


    

     

    
      	
              (g)  

            	
              this
                Agreement has been duly authorized, executed and delivered by Avalanche
                and constitutes a valid and binding obligation of Avalanche enforceable
                against Avalanche in accordance with its terms, except as enforcement
                may
                be limited by bankruptcy, insolvency, reorganization, moratorium
                or
                similar laws affecting the rights of creditors generally and except
                as
                limited by the application of equitable principles when equitable
                remedies
                are sought;

            


    

     

    
      	
              (h)  

            	
              Avalanche
                shall, during the Option Period:

            


    

     

    
      	
              (i)  

            	
              promptly
                provide Opes with any and all notices and correspondence from Government
                or Regulatory Authorities in respect of the
                Property;

            


    

     

    
      	
              (ii)  

            	
              co-operate
                with Opes in obtaining any permits or licences required by authorities
                in
                the region in which the Property is
                situated;

            


    

     

    
      	
              (iii)  

            	
              not
                do or permit or suffer to be done any act or thing which would or
                might in
                any way adversely affect the rights of Avalanche hereunder;
                and

            


    

     

    
      	
              (iv)  

            	
              maintain
                its corporate existence.

            


    

     

    
      	
              2.2  

            	
              Representations,
                Warranties
                and Covenants of Opes.  Opes represents, warrants and
                covenants to Avalanche that:

            


    

     

    
      	
              (a)  

            	
              Opes
                is duly incorporated, organized and subsisting under the laws of
                Nevada
                with the corporate power to own its assets and to carry on its business
                in
                the jurisdiction in which the Property is
                located;

            


    

     

    
      	
              (b)  

            	
              Opes
                has all necessary power and authority to own or lease its assets
                and carry
                on its business as presently carried on, to carry out its obligations
                herein and to enter into this Agreement and any agreement or instrument
                referred to in or contemplated by this Agreement and to do all such
                acts
                and things as are required to be done, observed or performed by it,
                in
                accordance with the terms of this Agreement and any agreement or
                instrument referred to in or contemplated by this
                Agreement;

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 6

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              the
                execution, delivery and performance of this Agreement by Opes, and
                the
                consummation of the transactions herein contemplated will not (i)
                violate
                or conflict with any term or provision of any of the articles, by
                laws or
                other constating documents of Opes; (ii) violate or conflict with
                any term
                or provision of any order of any court, Government or Regulatory
                Authority
                or any law or regulation of any jurisdiction in which Opes’s business is
                carried on; or (iii) conflict with, accelerate the performance required
                by
                or result in the breach of any agreement to which it is a party or
                by
                which it is currently bound;

            


    

     

    
      	
              (d)  

            	
              this
                Agreement has been duly authorized, executed and delivered by Opes
                and
                constitutes a valid and binding obligation of Opes enforceable against
                Opes in accordance with its terms, except as enforcement may be limited
                by
                bankruptcy, insolvency, reorganization, moratorium or similar laws
                affecting the rights of creditors generally and except as limited
                by the
                application of equitable principles when equitable remedies are
                sought;

            


    

     

    
      	
              (e)  

            	
              Opes
                shall, during the Option Period:

            


    

     

    
      	
              (i)  

            	
              promptly
                provide Avalanche with any and all notices and correspondence from
                Government or Regulatory Authorities in respect of the
                Property;

            


    

     

    
      	
              (ii)  

            	
              co-operate
                with Avalanche in obtaining any permits or licences required by Government
                or Regulatory Authority;

            


    

     

    
      	
              (iii)  

            	
              deliver
                to Avalanche, from time to time, copies of any and all geological
                reports
                and assay results that pertain to the Property, within 30 days of
                receipt
                of the aforementioned data;

            


    

     

    
      	
              (iv)  

            	
              not
                do or permit or suffer to be done any act or thing which would or
                might in
                any way adversely affect the rights of Avalanche hereunder;
                and

            


    

     

    
      	
              (v)  

            	
              maintain
                its corporate existence.

            


    

     

    
      	
              2.3  

            	
              Reliance
                and
                Survival.  The representations, warranties and
                acknowledgements set out in this Section 2 have been relied on by
                the
                parties in entering into this Agreement.  All representations
                and warranties made herein will survive the delivery of this Agreement
                to
                the parties and the completion of the transactions contemplated hereby
                and, notwithstanding such completion, will continue in full force
                and
                effect for the benefit of the parties to whom they are provided,
                as the
                case may be, indefinitely.

            


    

     

    
      	
              3.  

            	
              Grant
                of Option

            


    

     

    
      	
              3.1  

            	
              Grant
                of
                Option.  Upon Avalanche acquiring a 100% interest in the
                Property pursuant to the Purchase Agreement, Avalanche shall be deemed
                to
                grant to Opes the following exclusive right and options (the “Option”) for
                the period commencing on the Approval Date and expiring on June 1,
                2010
                (the “Option Period”) to acquire an initial 50% of Avalanche’s interest in
                the property that can be increased to 75% of Avalanche’s interest in the
                property.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 7

        
          

        

      

      
         

      

    

     

    
      	
              3.2  

            	
              Consideration.
                In
                consideration of the grant of the 50% Option, Opes
                shall:

            


    

     

    
      	
              (a)  

            	
              on
                the Approval Date pay to Avalanche the sum of
                $150,000;

            


    

     

    
      	
              (b)  

            	
              on
                or before March 15, 2008, pay to Avalanche the amount of approximately
                $48,000 representing 50% of the yearly patent taxes of $1.00 per
                hectare;

            


    

     

    
      	
              (c)  

            	
              on
                or before June 1, 2008, pay to Avalanche an additional
                $50,000;

            


    

     

    
      	
              (d)  

            	
              on
                or before December 1, 2008, pay to Avalanche an additional
                $50,000;

            


    

     

    
      	
              (e)  

            	
              on
                or before June 1, 2009, pay to Avalanche an additional
                $50,000;

            


    

     

    
      	
              (f)  

            	
              on
                or before December 1, 2009, pay to Avalanche an additional
                $50,000;

            


    

     

    In
      consideration of the grant of the additional 25% to complete the 75% Option,
      Opes shall

     

    
      	
              (g)  

            	
              on
                or before June 1, 2010, pay to Avalanche an additional
                $200,000.

            


    

     

    
      	
              3.3  

            	
              Working
                Right. Subject
                to Section 3.6, during the Option Period, Opes shall have the exclusive
                working right to, and to permit any other person or persons as it
                may in
                its sole discretion decide to, enter on and conduct the Mining Operations
                on the Property as Opes in its sole discretion may decide. Opes shall
                have
                quiet and exclusive possession during the Option Period with full
                power
                and authority to Opes, its servants, agents, workers or contractors,
                to
                carry on Mining Operations in searching for minerals in such manner
                as
                Opes in its discretion may determine, including the right to erect,
                bring
                and install on the Property all buildings, plant, machinery, equipment,
                tools, appliances or supplies as Opes shall deem necessary and proper
                and
                the right to remove therefrom reasonable quantities of rocks, ores
                and
                minerals and to transport them for the purposes of sampling, metallurgical
                testing and assaying. Opes shall conduct all Mining Operations in
                a
                careful and miner-like manner and in compliance in all material respects
                with all Acts, regulations, by-laws, orders and judgments and all
                applicable directives, rules, consents, permits, orders guidelines
                and
                policies of any Government or Regulatory Authority with jurisdiction
                over
                the Property.

            


    

     

    
      	
              3.4  

            	
              Required
                Expenditures for the
                50% Option. In order to maintain in force and exercise the Option,
                Opes must:

            


    

     

    
      	
              (a)  

            	
              commit
                to Expenditures of at least $50,000 on the Approval
                Date;

            


    

     

    
      	
              (b)  

            	
              incur
                additional Expenditures of at least $75,000 on or before December
                1,
                2008;

            


    

     

    
      	
              (c)  

            	
              incur
                additional Expenditures of at least $100,000 on or before June 1,
                2009;

            


    

     

    
      	
              (d)  

            	
              incur
                additional Expenditures of at least $100,000 on or before December
                1,
                2009; and

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 8

        
          

        

      

      
         

      

    

     

              Required
      Expenditures for the additional 25% to complete the 75% Option. In order
      to maintain in force and exercise the

     

                Option,
      Opes must:

     

    
      	
              (e)  

            	
              incur
                additional Expenditures of at least $300,000 on or before June 1,
                2010.

            


    

     

    


     

    
      	
              3.5  

            	
              Lapse
                or acceleration of
                Option.  Opes may let the working right and Option lapse
                by failing to incur any of the Expenditures referred to in Section
                3.4,
                and if any of such Expenditures are not incurred by the dates specified
                in
                Section 3.4, the Option shall terminate on the date following such
                date by
                which such Expenditures were required to have been incurred. Any
                termination under this Section shall occur automatically, without
                any
                further action by Avalanche. The lapse of the Option pursuant to
                this
                Section or Section 5 shall not have the effect of forfeiting, terminating
                or waiving in any respect Opes’ obligation to make the cash payments to
                Avalanche pursuant to Section 3.2.  Opes may accelerate any or
                all of the Expenditures.

            


    

     

    
      	
              3.6  

            	
              Agency.  Subject
                to and in accordance with this Agreement and Schedule “B”, Opes hereby
                irrevocably appoints Avalanche to conduct the Mining Operations
                contemplated by this Agreement as agent for Avalanche.  For
                greater certainty, Opes shall remain liable as principal under this
                Agreement, notwithstanding the appointment of Avalanche as its agent
                for
                the purpose of conducting the Mining
                Operations.

            


    

     

    
      	
              3.7  

            	
              Exploration
                Program.
                Subject to and in accordance with this Agreement and Schedule
“B”,
                at least 60 days before each date for which Expenditures must be
                incurred
                pursuant to Section 3.4, Avalanche shall submit to Opes a complete
                exploration program (“Exploration Program”) to be carried out in that
                calendar year.  Opes shall pay to Avalanche, by certified
                cheque, the amounts of the Expenditures to be incurred on or before
                the
                dates set out in Section 3.4 for application by Avalanche as agent
                for
                Opes in accordance with Section 3.6 to the exploration and development
                program on the Property set out in the Exploration
                Program.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 9

        
          

        

      

      
         

      

    

     

    
      	
              4.  

            	
              Area
                of
                Interest

            


    

     

    
      	
              4.1  

            	
              Area
                of
                Interest.  Both during the Option Period and
                subsequently, there shall be an area of interest (the “Area of Interest”)
                which will comprise those lands included in the Property and all
                lands
                located within 2 km of the Property.  Either Party may stake or
                locate a claim within the Area of Interest.  The Party so
                staking or locating such a claim shall deliver notice to the other
                Party
                within 30 days of such staking or locating stating the position of
                such
                claim, the reason for staking or locating such claim and the costs
                of
                staking or locating such claim.  The Party receiving such notice
                may add such claim to the Property by, within 31 days of receipt
                of such
                notice, delivering to the other Party its own notice indicating that
                such
                claim is to be added to the Property, together with a certified cheque
                for
                the Party’s share of the costs of staking or locating such
                claim.  If a Party fails to deliver such notice and cheque to
                the other Party within such 31 day period, the claim which was the
                subject
                of the original notice under this Section 4.1 shall not form part
                of the
                Property and shall no longer be subject to this Agreement.  Each
                claim so staked or located within the Area of Interest will be
                independently subject to the right of the other Party to add such
                claim to
                the Property, even though more than one claim may be staked or located
                within the Area of Interest at the same
                time.

            


    

     

    
      	
              5.  

            	
              Conduct
                of Opes

            


    

     

    
      	
              5.1  

            	
              Maintenance
                of
                Property. During the Option Period, Opes shall pay all taxes,
                assessments and other charges lawfully levied or assessed against
                the
                Property and shall carry out whatever environmental impact assessments
                and
                studies as are required by the Acts.  Avalanche shall transmit
                promptly to Opes any notices pertaining to the taxes, assessments
                and
                other charges.

            


    

     

    
      	
              5.2  

            	
              Abandonment.
                Opes may
                at any time, during the Option Period, abandon any one or more of
                the
                claims which comprise the Property.  Opes shall give Avalanche
                notice in writing of any abandonment.  If any of the claims
                comprising the Property are abandoned (including the termination
                of this
                Option Agreement without Opes having exercised the Option), Opes
                will
                retransfer such claims to Avalanche (if they are then in the name
                of
                Opes), which shall be in good standing for a period of at least ninety
                days from the notice of
                abandonment.

            


    

     

    
      	
              5.3  

            	
              Insurance.

            


    

     

    
      	
              (a)  

            	
              Avalanche
                and Opes, sharing the cost equally, shall provide and maintain the
                following insurance which shall be placed with an insurance company
                or
                companies and in a form as may be acceptable to
                Opes:

            


    

     

    
      	
              (i)  

            	
              comprehensive
                general liability insurance protecting Opes and Avalanche and their
                respective employees, agents, contractors, invitees and licencees
                against
                damages arising from personal injury (including death) and from claims
                for
                property damage which may arise directly or indirectly out of the
                operations of Opes and Avalanche under this Agreement, including
                coverage
                for liability arising out of products, whether manufactured or supplied
                by
                Opes and Avalanche, completed operations, contingent employer's liability
                and contractual liability, and

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 10

        
          

        

      

      
         

      

    

     

    
      	
              (ii)  

            	
              automobile
                insurance on Avalanche’s owned and non-owned vehicles, if any, protecting
                Avalanche and its employees, agents, contractors, invitees and licencees
                against damages arising from bodily injury (including death) and
                from
                claims for property damage arising out of the operations of Opes
                and
                Avalanche under this Agreement.

            


    

     

    
      	
              (b)  

            	
              Each
                policy of insurance contemplated in this Section
                shall:

            


    

     

    
      	
              (i)  

            	
              be
                in an amount acceptable to Opes and in any event not less than $1,000,000
                inclusive of any one occurrence;

            


    

     

    
      	
              (ii)  

            	
              and
                the policy of insurance referred to in Section 5.4(a)(i)
                shall:

            


    

     

    
      	
              (A)  

            	
              include
                a standard form of cross-liability
                clause;

            


    

     

    
      	
              (B)  

            	
              contain
                a clause waiving the insurer's right of subrogation against Opes;
                and

            


    

     

    
      	
              (C)  

            	
              indicate
                that the insurer will give Avalanche thirty days' prior written notice
                of
                cancellation or termination of the
                coverage.

            


    

     

    
      	
              (c)  

            	
              Avalanche
                shall provide Opes with such evidence of insurance as Opes may
                request.

            


    

     

    
      	
              (d)  

            	
              Opes
                and Avalanche will equally pay all of the costs associated with obtaining
                the policy of insurance contemplated in this Section incurred by
                Avalanche.

            


    

     

    
      	
              5.4  

            	
              Access
                to Information and
                Property.  Avalanche shall, during the Option Period,
                submit to Opes periodic progress reports of Mining Operations completed
                on
                the Property, which reports shall be submitted not less than quarterly
                on
                an annual basis and shall provide Opes with access to all records,
                data
                and information relating to the Property which is in the possession
                of
                Avalanche. Opes may, at its own risk and expense and at reasonable
                times
                agreed to by Avalanche, enter on the Property and examine the Mining
                Operations; provided, that Opes will not, in the opinion of Opes,
                interfere with it.

            


    

     

    
      	
              5.5  

            	
              Environmental
                Matters.
                During the Option Period, the Operator
                shall:

            


    

     

    
      	
              (a)  

            	
              receive,
                handle, use, store, treat, ship and dispose of any and all environmental
                contaminants (as established from time to time by applicable legislation
                or regulation or by-law) in strict compliance with all applicable
                environmental, health or safety laws, regulations, order or approvals;
                and
                will remove prior to the lapse or termination of the Option, from
                and off
                the Property all environmental
                contaminants.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 11

        
          

        

      

      
         

      

    

     

    
      	
              (b)  

            	
              not
                release into the environment, or deposit, discharge, place, or dispose
                of
                at, on or near the Property any hazardous or toxic materials, substances,
                pollutants, contaminants or wastes as a result of the mining operations
                conducted by it; and

            


    

     

    
      	
              (c)  

            	
              not
                use the Property, not permit any other person to use the Property
                as a
                landfill or waste disposal site.

            


    

     

    
      	
              5.6  

            	
              Environmental
                assessment. Whenever requested by Opes, Avalanche shall provide
                Opes with access, during reasonable business hours and on reasonable
                prior
                notice, to the Property for the purpose of conducting an environmental
                assessment of the Property, provided that the assessment is conducted
                in a
                manner that will not unreasonably interfere with Avalanche’s operations.
                The environmental assessment cost shall be shared equally by Avalanche
                and
                Opes. If the environmental assessment conducted by Opes reveals any
                release of hazardous substances on or under the Property that, in
                the
                opinion of Opes, acting reasonably, occurred after the date hereof,
                then
                Opes may give written notice to Avalanche of remedial measures as
                Opes
                may, based on the results of the environmental assessment, consider
                necessary, which measures Avalanche shall promptly undertake. If
                Avalanche
                fails to undertake diligently the remedial measures specified by
                Opes
                within 60 days of the receipt of notice, Opes may immediately terminate
                the Option.

            


    

     

    
      	
              6.  

            	
              Termination

            


    

     

    
      	
              6.1  

            	
              Termination.
                Avalanche
                may terminate the Option and this Agreement effective upon giving
                notice
                of such termination if:

            


    

     

    
      	
              (a)  

            	
              Opes
                is in default in any material respect of any term or condition of
                this
                Agreement, other than Sections 3.2 or 3.4 and fails to cure such
                default
                within 30 days of receiving notice from Avalanche specifying the
                particulars of such default;

            


    

     

    
      	
              (b)  

            	
              Opes
                is in default of its obligations under Section 3.2 and fails to cure
                such
                default within 10 days of receiving notice from Avalanche specifying
                the
                particulars of such default; or

            


    

     

    
      	
              (c)  

            	
              Opes
                fails to incur all of the Expenditures within the periods set out
                in
                Section 3.4.

            


    

     

    
      	
              6.2  

            	
              Surrender
                of
                Rights.  Subject to Section 6.3, Opes may at any time
                during the Option Period give Avalanche written notice of its intention
                to
                surrender all of its rights hereunder, whereupon the Option and this
                Agreement shall terminate and the working right herein shall
                lapse.

            


    

     

    
      	
              6.3  

            	
              Obligations
                on
                Termination.  Notwithstanding any other provisions of
                this Agreement, in the event of lapse, termination or surrender of
                the
                Option and termination of this Agreement, Opes
                shall:

            


    

     

    
      	
              (a)  

            	
              ensure
                that any claims comprising the Property are in good standing for
                a period
                of at least 90 days from the lapse, termination or surrender of the
                Option
                and/or this Agreement, as the case may be, and upon request of Avalanche,
                retransfer the Property to Avalanche (if it is then in the name of
                Opes)
                free and clear of all Encumbrances;

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 12

        
          

        

      

      
         

      

    

     

    
      	
              (b)  

            	
              ensure
                that the Property is in at least the same state concerning environmental
                and hazardous conditions as the Property was on the date of this
                Agreement
                and that it is free and clear of all liens, claims and encumbrances
                that
                may have been created by Opes;

            


    

     

    
      	
              (c)  

            	
              deliver
                to Avalanche any and all reports, maps, assessment reports and maps,
                samples, assay results, drill cores, data and other information of
                any
                kind whatsoever pertaining to the Property or related to Mining Operations
                which have not been previously delivered to Avalanche;
                and

            


    

     

    
      	
              (d)  

            	
              remove
                all of its materials, supplies and equipment from the Property within
                90
                days of receipt of such notice by Opes; provided however, that Avalanche
                may retain any ore on the Property at the date of receipt of such
                notice,
                and, at the cost of Opes, dispose of any of Opes’ materials, supplies or
                equipment not removed from the Property within 90 days of receipt
                of such
                notice by Opes.

            


    

     

    
      	
              6.4  

            	
              Survival
                of provisions.
                Opes and Avalanche shall remain liable to one another for all claims,
                matters, demands and causes of action arising prior to the termination
                of
                this Agreement that relate in any way to the provisions of this Agreement,
                and in particular, without limiting the generality of the foregoing,
                the
                provisions of Section 7 of this Agreement shall survive any termination
                of
                this Agreement.

            


    

     

    
      	
              7.  

            	
              Indemnification

            


    

     

    
      	
              7.1  

            	
              Indemnity.

            


    

     

    
      	
              (a)  

            	
              Opes
                shall and does hereby indemnify and save Avalanche harmless from
                and
                against all losses, liabilities, claims, demands, damages, expenses,
                suits, injury or death in any way referrable to Mining Operations
                conducted by or on behalf of Opes after the date hereof; provided,
                that
                Avalanche shall not be indemnified for any loss, liability, claim,
                demand,
                damage, expense, suit, injury or death resulting from the negligence
                or
                wilful misconduct of Avalanche or its employees, agents or contractors.
                For further clarity, the parties intend that Opes shall be responsible
                for
                all liabilities, known or unknown, contingent or otherwise, which
                were
                incurred or arose during the Option Period, relating to or arising
                out
                of:

            


    

     

    
      	
              (i)  

            	
              the
                conduct of activities in, on or under the
                Property;

            


    

     

    
      	
              (ii)  

            	
              the
                environmental protection, clean-up, remediation, and reclamation
                of the
                Property including, but not limited to, the obligations and liabilities
                arising out of or related to:

            


    

     

    
      	
              (A)  

            	
              the
                disturbance or contamination of land, water (above or below surface)
                or
                the environment by exploration, mining, processing or waste disposal
                activities;

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 13

        
          

        

      

      
         

      

    

     

    
      	
              (B)  

            	
              any
                failure to comply with all past, current or future governmental or
                regulatory authorizations, licenses, permits, and orders and all
                non-governmental prohibitions, covenants, contracts and
                indemnities;

            


    

     

    
      	
              (C)  

            	
              any
                act or omission causing or resulting in the spill, discharge, leak,
                emission, ejection, escape, dumping or release of hazardous or toxic
                substances, materials, or wastes as defined in any federal, provincial,
                or
                local law or regulation in connection with or emanating from the
                Property;
                and

            


    

     

    
      	
              (D)  

            	
              the
                long-term reclamation and remediation of the Property and the care
                and
                monitoring of the Property, and the posting and maintaining of bonds
                or
                other financial assurances required in connection
                therewith.

            


    

     

    
      	
              (b)  

            	
              Each
                party hereto shall indemnify and save harmless the other, as well
                as its
                officers, directors and shareholders, from and against any and all
                claims,
                losses, liabilities, damages, fees, fines, penalties, interests,
                deficiencies, costs and expenses, of any nature or kind whatsoever
                (collectively, the “Claims”), arising by virtue or in respect of any
                breach of covenant contained herein or failure to comply with any
                provision herein, or any inaccuracy, misstatement, misrepresentation
                or
                omission made by such party in connection with any matter set out
                herein,
                and any and all actions, suits, proceedings, demands, claims, costs,
                legal
                and other expenses related or incidental
                thereto.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
                any other provision of this Agreement and any termination of this
                Agreement, the indemnities provided herein shall remain in full force
                and
                effect until all possible liabilities of the persons indemnified
                thereby
                are extinguished by the operation of law and will not be limited
                to or
                affected by any other indemnity obtained by such indemnified persons
                from
                any other person.

            


    

     

    
      	
              (d)  

            	
              No
                investigation made by or on behalf of either of the parties hereto
                at any
                time shall have the effect of waiving, diminishing the scope of or
                otherwise affecting any representation, warranty or covenant made
                by the
                other party herein or pursuant hereto.  No waiver by either of
                the parties hereto of any condition herein, in whole or in part,
                shall
                operate as a waiver of any other condition
                herein.

            


    

     

    
      	
              8.  

            	
              Force
                majeure

            


    

     

    
      	
              8.1  

            	
              Force
                majeure.
                Notwithstanding anything contained in this Agreement to the contrary,
                if
                any party is prevented from or delayed in performing any obligation
                under
                this Agreement and failure is occasioned by any cause beyond its
                reasonable control, excluding only lack of finances, then, subject
                to
                Section 8.2, the time for the observance of the condition or performance
                of the obligation in question shall be extended for a period equivalent
                to
                the total period the cause of the prevention or delay persists or
                remains
                in effect regardless of the length of the total
                period.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 14

        
          

        

      

      
         

      

    

     

    
      	
              8.2  

            	
              Notice.
                Any party
                claiming suspension of its obligations shall promptly notify the
                other
                party to that effect and shall take all reasonable steps to remove
                or
                remedy the cause and effect of the force majeure described in the
                notice
                in so far as it is reasonably able so to do and as soon as possible;
                provided, that the terms of settlement of any labour disturbance
                or
                dispute, strike or lock-out shall be wholly in the discretion of
                the party
                claiming suspension of its obligations by reason thereof; and that
                party
                shall not be required to accede to the demands of its opponents in
                any
                labour disturbance or dispute, strike or lock-out solely to remedy
                or
                remove the force majeure thereby
                constituted.

            


    

     

    
      	
              8.3  

            	
              Extension.
                The
                extension of time for the observance of conditions or performance
                of
                obligations as a result of force majeure shall not relieve Opes from
                its
                obligations to keep the Property in good
                standing.

            


    

     

    
      	
              9.  

            	
              Formation
                of Joint
                Venture

            


    

     

    
      	
              9.1  

            	
              Joint
                Venture. If Opes
                has complied with its obligations under Section 3.2 and incurred
                the
                Expenditures described at Section 3.4 within the periods prescribed
                by
                that section, Opes may exercise the Option as to a 75% interest in
                the
                Property, by giving written notice to Avalanche on or before June
                1, 2010,
                and Opes shall thereby become the owner of a 75% interest in the
                Property.

            


    

     

    
      	
              9.2  

            	
              Joint
                Venture
                Agreement.  If Opes exercises its right, or is deemed to
                have exercised its right under Section 9.1 and becomes the owner
                of 75% of
                the right, title and interest of Avalanche in and to the Property,
                then
                Opes and Avalanche shall forthwith each execute and deliver to the
                other a
                Joint Venture Agreement containing the customary terms and conditions
                as
                the parties may agree upon, which shall govern the subsequent relationship
                between Avalanche and Opes with respect to all subsequent Mining
                Operations on the Property.

            


    

     

    
      	
              9.3  

            	
              Initial
                Interests and
                Expenditure.  On the date of formation of the Joint
                Venture the Parties shall, for purposes of the Joint Venture Agreement,
                be
                deemed to have the following initial interest and to have incurred,
                as
                prior exploration costs, moneys under this Agreement in the amounts
                as
                follows:

            


    

     

    
      	 	
              
              

              
                
                

                Undivided
                  Interest

              

            	
              
              

              
                
                

                Deemed
                  Expenditures

              

            
	
              
              

              Opes

            	
              
              

              75%

            	
              
              

              $625,000

            
	
              
              

              Avalanche

            	
              
              

              25%

            	
              
              

              $208,334

            


    

     

    
      	
              9.4  

            	
              Title
                to
                Property.  The title to the Property shall be recorded on
                the formation of the Joint Venture in each of the names of the Avalanche
                and Opes as to their respective undivided
                interests.

            


    

     

    
      	
              10.  

            	
              Notices
&
                Payments

            


    

     

    
      	
              10.1  

            	
              Notice.  Any
                demand, notice or other communication (a “Communication”) to be made or
                given in connection with this Agreement shall be made or given in
                writing
                and may be made or given by personal delivery or facsimile addressed
                to
                the recipient at the addresses or facsimile numbers of the parties
                provided on the first page of this Agreement or such other address
                or
                individual as may be designated by notice by any party to the
                other.  Any Communication made or given by personal delivery
                shall be conclusively deemed to have been given on the day of actual
                delivery thereof, and if made or given by facsimile, on the day,
                other
                than a day which is not a Business Day, following the day it was
                sent.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 15

        
          

        

      

      
         

      

    

     

    
      	
              10.2  

            	
              Payments.  Payments
                hereunder shall be made addressed to the recipient at the addresses
                of the
                recipient parties provided on the first page of this Agreement or
                such
                other address or individual as may be designated by notice by the
                recipient party in accordance with Section 10.1.  If any payment
                herein becomes due on a day that is not a Business Day, such payment
                shall
                be made on the next succeeding Business
                Day.

            


    

     

    
      	
              11.  

            	
              Public
                Announcements

            


    

     

    
      	
              11.1  

            	
              Public
                Announcements.  Neither party shall, without the prior
                consent of the other party, make any disclosure regarding the existence,
                purpose, scope, content, terms or conditions of this Agreement or
                other
                agreements relating thereto save to the extent such disclosure comprises
                information substantially already publicly available or unless it
                is
                necessary for any party to make such disclosure in order to comply
                with a
                statutory obligation or the requirements of a competent government
                or
                statutory agency or stock exchange; provided that, where practicable,
                a
                copy of any proposed announcement or statement shall be furnished
                by one
                party to the other party in advance of the proposed date of publication,
                and the one party shall make every reasonable effort to incorporate
                the
                other party’s comments prior to
                dissemination.

            


    

     

    
      	
              12.  

            	
              General
                Provisions

            


    

     

    
      	
              12.1  

            	
              Entire
                Agreement.  This Agreement, including all the Schedules
                hereto, constitutes the entire agreement among the parties pertaining
                to
                the subject matter hereof and supersedes any and all prior agreements,
                understandings, negotiations and discussions, whether oral or written,
                of
                the parties and there are no warranties, representations or other
                agreements among the parties in connection with the subject matter
                hereof
                except as specifically set forth herein and therein. Each party
                acknowledges that this Agreement is entered into after full investigation
                and that no party is relying on any statement or representation made
                by
                any other which is not embodied in this agreement. Each party acknowledges
                that it shall have no right to rely on any amendment, promise,
                modification, statement or representation made or occurring subsequent
                to
                the execution of this Agreement unless it is in writing and executed
                by
                each of the parties.

            


    

     

    
      	
              12.2  

            	
              Assignment
                of
                Interest.  Either party may not sell, transfer or
                otherwise dispose of all or any portion of its interest in and to
                the
                Property and this Option Agreement without the prior written consent
                of
                the other party, which consent may not be unreasonably
                withheld.

            


    

     

    
      	
              12.3  

            	
              Encumbrances.
                During
                the Option Period, neither Avalanche nor Opes shall grant an Encumbrance,
                other than a Permitted Encumbrance, in their respective interest
                in the
                Property.

            


    

     

    
      
         

      

      
        Exhibit
          10.4 - 16

        
          

        

      

      
         

      

    

     

    
      	
              12.4  

            	
              Confidentiality
                of
                information. All information and data concerning or derived from
                the Mining Operations shall be kept confidential and, except to the
                extent
                required by law, regulation or policy of any securities commission
                or
                stock exchange, or in connection with the filing of an annual information
                form or a prospectus by any party or any of its affiliates, shall
                not be
                disclosed to any person other than an affiliate without the prior
                consent
                of the other party, which consent shall not unreasonably be withheld
                or
                delayed. Each party shall, where practicable, use reasonable commercial
                efforts to cause the text of any news releases or other public statements
                which a party desires to make with respect to the Property to be
                made
                available to the other party prior to publication and the other party
                shall have the right to make suggestions for changes
                therein.

            


    

     

    
      	
              12.5  

            	
              Waiver.  The
                failure of a party in any one or more instances to insist upon strict
                performance of any of the terms of this Agreement or to exercise
                any right
                or privilege arising under it shall not preclude it from requiring
                by
                reasonable notice that any other party duly perform its obligations
                or
                preclude it from exercising such a right or privilege under reasonable
                circumstances, nor shall waiver in any one instance of a breach be
                construed as an amendment of this Agreement or waiver of any later
                breach.

            


    

     

    
      	
              12.6  

            	
              Enurement.  This
                Agreement shall enure to the benefit of and be binding upon the parties
                hereto and their respective successors and permitted
                assigns.

            


    

     

    
      	
              12.7  

            	
              Further
                Assurances.  The parties hereto shall from time to time
                at the request of any of the other parties hereto and without further
                consideration, execute and deliver all such other additional assignments,
                transfers, instruments, notices, releases and other documents and
                shall do
                all such other acts and things as may be necessary or desirable to
                assure
                more fully the consummation of the transactions contemplated
                hereby.

            


    

     

    
      	
              12.8  

            	
              Time.  Time
                shall be of the essence of this
                Agreement.

            


    

     

    
      	
              12.9  

            	
              Expenses.  Each
                party shall be responsible for its own expenses in connection with
                negotiating and settling this
                Agreement.

            


    

     

    
      	
              12.10  

            	
              Amendment.  This
                Agreement may be amended or varied only by agreement in writing signed
                by
                each of the parties.

            


    

     

    
      	
              12.11  

            	
              Governing
                Law and
                Attornment.  This Agreement shall be governed by and
                interpreted in accordance with the laws of the Province of British
                Columbia and the federal laws of Canada applicable therein and the
                Parties
                hereby irrevocably attorn to the jurisdiction of the Courts of the
                Province of British Columbia. For the purpose of all legal proceedings,
                this Agreement shall be deemed to have been performed in the Province
                of
                British Columbia and the courts of the Province of British Columbia
                shall
                have exclusive jurisdiction to entertain any action arising under
                this
                Agreement.

            


    

     

    
      	
              12.12  

            	
              Arbitration.  If
                there is a dispute between the Parties with respect to this Agreement,
                or
                the interpretation of this Agreement, the dispute shall be referred
                to a
                single arbitrator appointed pursuant to the Commercial Arbitration
                Act (British Columbia) and the decision of the arbitrator shall
                be
                final and binding upon the Parties.

            


    

     

    
      
         

      

      
        Exhibit
          10.4 - 17

        
          

        

      

      
         

      

    

     

    
      	
              12.13  

            	
              Counterparts.  This
                Agreement may be executed by facsimile and in as many counterparts
                as are
                necessary and shall be binding on each party when each party hereto
                has
                signed and delivered one such counterpart.  When a counterpart
                of this Agreement has been executed by each party, all counterparts
                together shall constitute one
                agreement.

            


    

     

    THE
      PARTIES, intending to be contractually bound, have entered into this Agreement
      as of the date set out on the first page.

     

    OPES
      EXPLORATION INC.

     

    By:

     

    /s/
      Ken
      Ralfs                                                      
c/s

     

    (Authorized
      Signatory)

     

    AVALANCHE
      MINERALS LTD.

     

    By:

     

    /s/
      Authorized Signatory                                                      
c/s

     

    (Authorized
      Signatory)

     

    

 

    
      
         

      

      
        Exhibit
          10.4 - 18

        
          

        

      

      
         

      

    

    


     

    SCHEDULE
      “A”

     

    To
      an
      Agreement made as of the 27th
      day of
      December, 2007 between

     

    Opes
      and
      Avalanche

     

    Description
      of Property

     

    


     

    
      	
              No.

            	
              NAME

            	
              CODE

            	
              #
                of Hectares

            	
              STATUS

            	
              GRANTED

            	
              REGISTERED

            	
              CANTON
                OF LOCATION

            
	
              1

            	
              Confianza
                13

            	
              102959

            	
              3,944

            	
              registered

            	
              12/6/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              2

            	
              Confianza
                13A

            	
              103046

            	
              576

            	
              registered

            	
              12/6/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              3

            	
              Confianza
                14

            	
              102960

            	
              3,000

            	
              registered

            	
              11/16/2006

            	
              11/29/2006

            	
              Gualaquiza

            
	
              4

            	
              Confianza
                15

            	
              102961

            	
              4,148

            	
              registered

            	
              12/6/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              5

            	
              Confianza
                15A

            	
              103153

            	
              24

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              6

            	
              Confianza
                15B

            	
              103157

            	
              40

            	
              registered

            	
              1/3/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              7

            	
              Confianza
                2

            	
              102953

            	
              5,000

            	
              registered

            	
              11/16/2006

            	
              11/29/2006

            	
              Gualaquiza

            
	
              8

            	
              Confianza
                4

            	
              102954

            	
              4,032

            	
              registered

            	
              12/13/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              9

            	
              Confianza
                5

            	
              102955

            	
              5,000

            	
              registered

            	
              11/16/2006

            	
              11/29/2006

            	
              Gualaquiza

            
	
              10

            	
              Sorpresa
                10C

            	
              103169

            	
              398

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              11

            	
              Sorpresa
                10D

            	
              103170

            	
              77

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              12

            	
              Sorpresa
                11

            	
              102972

            	
              4,200

            	
              registered

            	
              12/13/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              13

            	
              Sorpresa
                12

            	
              102973

            	
              1,100

            	
              registered

            	
              12/15/2006

            	
              1/12/2007

            	
              Gualaquiza

            
	
              14

            	
              Sorpresa
                12A

            	
              103060

            	
              1,622

            	
              registered

            	
              12/13/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              15

            	
              Sorpresa
                13

            	
              102974

            	
              2,310

            	
              registered

            	
              12/15/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              16

            	
              Sorpresa
                13A

            	
              103156

            	
              14

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              17

            	
              Sorpresa
                13B

            	
              103155

            	
              30

            	
              registered

            	
              1/3/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              18

            	
              Sorpresa
                13C

            	
              103158

            	
              32

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              19

            	
              Sorpresa
                15

            	
              102976

            	
              2,908

            	
              registered

            	
              2/1/2007

            	
              3/1/2007

            	
              Gualaquiza

            
	
              20

            	
              Sorpresa
                15A

            	
              103141

            	
              555

            	
              registered

            	
              12/15/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              21

            	
              Sorpresa
                15B

            	
              103163

            	
              103

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              22

            	
              Sorpresa
                16C

            	
              103183

            	
              450

            	
              registered

            	
              1/16/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              23

            	
              Sorpresa
                16D

            	
              103182

            	
              70

            	
              registered

            	
              1/15/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              24

            	
              Sorpresa
                17C

            	
              103162

            	
              60

            	
              registered

            	
              1/3/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              25

            	
              Sorpresa
                17D

            	
              103161

            	
              205

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              26

            	
              Sorpresa
                18B

            	
              103164

            	
              35

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              27

            	
              Sorpresa
                2A

            	
              103047

            	
              200

            	
              registered

            	
              12/15/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              28

            	
              Sorpresa
                3A

            	
              103048

            	
              1,350

            	
              registered

            	
              12/14/2006

            	
              1/12/2007

            	
              Gualaquiza

            
	
              29

            	
              Sorpresa
                4A

            	
              103049

            	
              676

            	
              registered

            	
              12/14/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              30

            	
              Sorpresa
                4B

            	
              103054

            	
              360

            	
              registered

            	
              12/14/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              31

            	
              Sorpresa
                5B

            	
              103051

            	
              372

            	
              registered

            	
              12/14/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              32

            	
              Sorpresa
                5E

            	
              103180

            	
              130

            	
              registered

            	
              1/16/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              33

            	
              Sorpresa
                6A

            	
              103055

            	
              666

            	
              registered

            	
              12/15/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              34

            	
              Sorpresa
                7

            	
              102968

            	
              1,900

            	
              registered

            	
              12/13/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              35

            	
              Sorpresa
                7C

            	
              103137

            	
              440

            	
              registered

            	
              12/15/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              36

            	
              Sorpresa
                7D

            	
              103138

            	
              160

            	
              registered

            	
              12/15/2006

            	
              1/12/2007

            	
              Gualaquiza

            
	
              37

            	
              Sorpresa
                7E

            	
              103148

            	
              15

            	
              registered

            	
              1/3/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              38

            	
              Sorpresa
                7F

            	
              103149

            	
              50

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              39

            	
              Sorpresa
                7G

            	
              103151

            	
              79

            	
              registered

            	
              1/3/2007

            	
              1/29/2007

            	
              Gualaquiza

            
	
              40

            	
              Sorpresa
                8

            	
              102969

            	
              3,526

            	
              registered

            	
              12/6/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              41

            	
              Sorpresa
                8A

            	
              103139

            	
              252

            	
              registered

            	
              12/15/2006

            	
              1/12/2007

            	
              Gualaquiza

            
	
              42

            	
              Sorpresa
                8B

            	
              103140

            	
              229

            	
              registered

            	
              12/15/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              43

            	
              Sorpresa
                9A

            	
              103058

            	
              188

            	
              registered

            	
              12/6/2006

            	
              12/26/2006

            	
              Gualaquiza

            
	
              44

            	
              Avanzada
                10

            	
              102934

            	
              5,000

            	
              registered

            	
              11/16/2006

            	
              11/28/2006

            	
              Limón
                Indanza

            
	
              45

            	
              Avanzada
                11

            	
              102935

            	
              4,847

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              46

            	
              Avanzada
                12C

            	
              103030

            	
              20

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              47

            	
              Avanzada
                12D

            	
              103031

            	
              40

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              48

            	
              Avanzada
                12X

            	
              103044

            	
              1,201

            	
              registered

            	
              12/15/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              49

            	
              Avanzada
                13A

            	
              103032

            	
              141

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              50

            	
              Avanzada
                13B

            	
              103033

            	
              497

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              51

            	
              Avanzada
                14

            	
              102938

            	
              4,064

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              52

            	
              Avanzada
                15A

            	
              103034

            	
              453

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              53

            	
              Avanzada
                16

            	
              102940

            	
              952

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              54

            	
              Avanzada
                16A

            	
              103035

            	
              8

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              55

            	
              Avanzada
                18

            	
              102942

            	
              2,250

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              56

            	
              Avanzada
                2

            	
              102926

            	
              4,700

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              57

            	
              Avanzada
                2B

            	
              103026

            	
              84

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              58

            	
              Avanzada
                5A

            	
              103027

            	
              250

            	
              registered

            	
              12/6/2006

            	
              1/5/2007

            	
              Limón
                Indanza

            
	
              59

            	
              Avanzada
                8

            	
              102932

            	
              5,000

            	
              registered

            	
              11/16/2006

            	
              11/28/2006

            	
              Limón
                Indanza

            
	
              60

            	
              Confianza
                1

            	
              102952

            	
              5,000

            	
              registered

            	
              11/16/2006

            	
              11/29/2006

            	
              Limón
                Indanza

            
	
              61

            	
              Sorpresa
                1

            	
              102962

            	
              5,000

            	
              registered

            	
              11/18/2006

            	
              11/29/2006

            	
              San
                Juán Bosco

            
	
              62

            	
              Sorpresa
                12B

            	
              103152

            	
              112

            	
              registered

            	
              1/4/2007

            	
              1/29/2007

            	
              San
                Juán Bosco

            
	
              63

            	
              Sorpresa
                2

            	
              102963

            	
              2,330

            	
              registered

            	
              12/13/2006

            	
              12/26/2006

            	
              San
                Juán Bosco

            
	
              64

            	
              Avanzada
                2A

            	
              103025

            	
              186

            	
              registered

            	
              06/12/2006
                - 08/01/07

            	
              2/6/2007

            	
              Santiago

            
	
              65

            	
              Confianza
                7

            	
              501197

            	
              4,200

            	
              registered

            	
              12/28/2006

            	
              1/24/2007

            	
              Yacuambi

            


    

     

    


    
      
         

      

      
        Exhibit
          10.4 - 19

        
          

        

      

      
         

      

    


    


     

    SCHEDULE
      “B”

     

    To
      an
      Agreement made as of the 27th
      day of
      December, 2007 between Opes and Avalanche

     

    Operator

     

    
      	
              1.  

            	
              INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              Terms
                defined in the Agreement shall, subject to any contrary intention,
                have
                the same meanings herein.  In this Schedule the following words,
                phrases and expressions shall have the following
                meanings:

            


    

     

    
      	
              (a)  

            	
              “Agreement”
                means the Agreement to which this Schedule is
                attached.

            


    

     

    
      	
              (b)  

            	
              “Costs”
                means all items of outlay and expense whatsoever, direct or indirect,
                with
                respect to Mining Operations, recorded by the Operator after the
                date
                hereof in accordance with this Agreement and prior to the formation
                of the
                Joint Venture and shall include without limitation all obligations
                and
                liabilities incurred or to be incurred with respect to the protection
                of
                the environment such as future decommissioning, reclamation and long-term
                care and monitoring, even if not then due and payable so long as
                the
                amounts can be estimated with reasonable accuracy, and whether or
                not a
                mine reclamation trust fund has been
                established.

            


    

     

    
      	
              (c)  

            	
              “Program”
                means the work plan
                and budget of Mining Operations conducted during the Option Period
                and
                adopted pursuant to Section 4.

            


    

     

    
      	
              2.  

            	
              OPERATOR

            


    

     

    
      	
              2.1  

            	
              In
                accordance with Section 3.6 of the Agreement, Avalanche shall act
                as
                Operator to conduct the Mining Operations during the Option Period,
                as
                agent for Opes.

            


    

     

    
      	
              2.2  

            	
              The
                party acting as Operator may resign as Operator on at least 90 days'
                notice to all the parties.

            


    

     

    
      	
              2.3  

            	
              Upon
                ceasing to be Operator, the former Operator shall forthwith deliver
                to
                Opes custody of all books, records, and other property both real
                and
                personal which it prepared or maintained in its capacity as
                Operator.

            


    

     

    
      	
              3.  

            	
              RIGHTS,
                DUTIES AND STATUS OF OPERATOR

            


    

     

    
      	
              3.1  

            	
              The
                Operator in its operations hereunder shall be deemed to be an independent
                contractor and is specifically permitted by this Agreement to hold
                itself
                out as agent for Opes for the purposes of the
                Programs.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 20

        
          

        

      

      
         

      

    

     

    
      	
              3.2  

            	
              The
                Operator shall have the sole and exclusive right and authority to
                manage
                and carry out all Mining Operations in accordance herewith and to
                incur on
                behalf of Opes the Costs required for that purpose.  In so doing
                the Operator shall:

            


    

     

    
      	
              (a)  

            	
              comply
                with the provisions of all agreements or instruments of title under
                which
                the Property is held; and

            


    

     

    
      	
              (b)  

            	
              maintain
                books of account in accordance with accounting principles generally
                accepted in the mining industry.

            


    

     

    
      	
              4.  

            	
              EXPLORATION
                PROGRAMS

            


    

     

    
      	
              4.1  

            	
              The
                Operator shall prepare draft Programs for consideration by
                Opes.  Unless otherwise agreed to by Opes, each Program shall
                cover a calendar year.  The draft Program shall contain a
                statement in reasonable detail of the proposed Mining Operations,
                estimates of all Costs to be incurred and an estimate of the time
                when
                they will be incurred, and shall be delivered to Opes by no later
                than 60
                days prior to the date on which Expenditures are to be incurred pursuant
                to Section 3.4 of the Agreement.  Each draft Program shall be
                accompanied by such reports and data as are reasonably necessary
                for Opes
                to evaluate and assess the results from the Program for the then
                current
                year and, to the extent not previously delivered, from earlier
                Programs.

            


    

     

    
      	
              4.2  

            	
              Opes
                shall review the draft Program prepared and, if it deems fit, adopt
                the
                Program with such modifications, if any, as it deems
                necessary.  The Operator shall be entitled to an allowance for a
                Cost overrun of 10 percent in addition to any budgeted Costs and
                any Costs
                so incurred shall be deemed to be included in the Program, as
                adopted.

            


    

     

    
      	
              4.3  

            	
              The
                Operator shall be entitled to invoice
                Opes:

            


    

     

    
      	
              (a)  

            	
              no
                more frequently than monthly, for the Costs incurred and paid by
                the
                Operator in carrying out a Program;
                or

            


    

     

    
      	
              (b)  

            	
              not
                more than 90 days in advance of requirements, for an advance of the
                Costs
                estimated to be incurred and paid by the Operator in carrying out
                a
                Program or portion thereof.

            


    

    


    Each
      invoice shall be signed by an officer of the Operator.  Opes shall pay
      to the Operator the amount invoiced within 30 days of receipt of the
      invoice.

     

    
      	
              4.4  

            	
              If
                Opes fails to pay an invoice within the 30-day period referred to
                in
                Section 4.3, Opes shall be deemed to have elected to terminate the
                Program
                then in effect, and accordingly, the Operator shall have no further
                obligations under this Agreement in respect of that
                Program.

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 21

        
          

        

      

      
         

      

    

     

    
      	
              4.5  

            	
              If
                the Operator suspends or prematurely terminates a Program, any funds
                advanced by Opes in excess of Costs incurred prior to the suspension
                or
                premature termination shall be refunded to Opes within 60 days of
                the
                suspension or premature
                termination.

            


    

     

    
      	
              4.6  

            	
              Unless
                otherwise directed by Opes, the Operator may suspend or terminate
                prematurely any Program, by delivering notice to that effect to Opes,
                when
                the Operator, in good faith, considers that conditions are not suitable
                for the proper continuation or completion of the Program or the results
                obtained to that time eliminate or substantially impair the technical
                rationale on which the Program was based.  Opes may suspend or
                terminate prematurely any Program at any time by delivering notice
                to that
                effect to the Operator. If any Program is terminated prematurely,
                the
                Operator shall, within 60 days of such termination, refund to Opes
                the
                amounts advanced by Opes to the
                Operator.

            


    

     

    
      	
              4.7  

            	
              If
                the Operator fails to submit a draft Program by the date set out
                in this
                Agreement, the following shall
                apply:

            


    

     

    
      	
              (a)  

            	
              the
                Operator shall not be entitled to submit a draft Program for the
                subject
                period;

            


    

     

    
      	
              (b)  

            	
              Opes
                may submit a draft Program (the “Non-Operator's Program”) for the subject
                period for consideration by the
                Operator;

            


    

     

    
      	
              (c)  

            	
              if
                the Operator elects to proceed with the Non-Operator's Program, it
                shall
                remain as the Operator for the duration of the Non-Operator's Program;
                and

            


    

     

    
      	
              (d)  

            	
              if
                the Operator elects not to proceed with the Non-Operator’s Program, it
                shall cease to be the Operator for the duration of the Non-Operator's
                Program, and Opes shall carry out the Non-Operator Program
                itself.

            


    

     

    5. LIABILITY
      OF THE
      OPERATOR

     

    
      	
              5.1  

            	
              Subject
                to Section 5.2, the Operator shall indemnify and save Opes harmless
                from
                and against any loss, liability, claim, demand, damage, expense,
                injury or
                death (including, without limiting the generality of the foregoing,
                legal
                fees) resulting from any acts or omissions of the Operator or its
                officers, employees or agents.

            


    

     

    
      	
              5.2  

            	
              Notwithstanding
                Section 5.1, the Operator shall not be indemnified nor held harmless
                by
                any of the parties for any loss, liability, claim, damage, expense,
                injury
                or death, (including, without limiting the generality of the foregoing,
                legal fees) resulting from the negligence or willful misconduct of
                the
                Operator or its officers, employees or
                agents.

            


    

     

    
      	
              5.3  

            	
              An
                act or omission of the Operator or its officers, employees or agents
                done
                or omitted to be done:

            


    

     

     

    
      
         

      

      
        Exhibit
          10.4 - 22

        
          

        

      

      
         

      

    

     

    
      	
              (a)  

            	
              at
                the direction of, or with the concurrence of, Opes;
                or

            


    

     

    
      	
              (b)  

            	
              unilaterally
                and in good faith by the Operator to protect life or
                property

            


    

     

    shall
      be
      deemed not to be negligence or willful misconduct.

     

    
      	
              5.4  

            	
              The
                Operator shall not be liable to any other party nor shall any party
                be
                liable to the Operator in contract, tort or otherwise for special
                or
                consequential damages, including, without limiting the generality
                of the
                foregoing, loss of profits or
                revenues.

            


    

     

    

 

    
      
         

      

      
        Exhibit
          10.4 - 23