**EXHIBIT 1.1**

**APEX SILVER MINESLIMITED**

6,325,000 Ordinary Shares($.01 par value)

Underwriting Agreement

New York, New YorkApril 6, 2006

Harris Nesbitt Corp.As Representative of the several Underwritersc/o Harris Nesbitt Corp.3 Times SquareNew York, NY 10036

Ladies and Gentlemen:

Apex Silver Mines Limited, a Cayman Islands company(the “Company”), proposes to sell to the several underwriters named in ScheduleI hereto (the “Underwriters”), for whom you (the “Representative”) are actingas representative, 6,325,000 Ordinary Shares, $.01 per share par value (“OrdinaryShares”) of the Company (said shares to be issued and sold by the Company beinghereinafter called the “Securities”).  Tothe extent there are no additional Underwriters listed on Schedule I other thanyou, the term Representative as used herein shall mean you, as Underwriter, andthe terms Representative and Underwriters shall mean either the singular orplural as the context requires.  The useof the neuter in this Agreement shall include the feminine and masculinewherever appropriate.  Any reference herein to the RegistrationStatement, the Base Prospectus, any Preliminary Prospectus or the FinalProspectus shall be deemed to refer to and include the documents incorporatedby reference therein pursuant to Item 12 of Form S-3 which were filed under theExchange Act on or before the Effective Date of the Registration Statement orthe issue date of the Base Prospectus, any Preliminary Prospectus or the FinalProspectus, as the case may be; and any reference herein to the terms “amend,” “amendment”or “supplement” with respect to the Registration Statement, the BaseProspectus, any Preliminary Prospectus or the Final Prospectus shall be deemedto refer to and include the filing of any document under the Exchange Act afterthe Effective Date of the Registration Statement or the issue date of the BaseProspectus, any Preliminary Prospectus or the Final Prospectus, as the case maybe, deemed to be incorporated therein by reference.  Certain terms used herein are definedin Section 19 hereof.

1.             Representations and Warranties. The Companyrepresents and warrants to, and agrees with, each Underwriter as set forthbelow in this Section 1.

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(a)           The Company meets the requirementsfor use of Form S-3 under the Act and has prepared and filed with theCommission a shelf registration statement (file number 333-117205), including arelated Base Prospectus, for registration under the Act of the offering andsale of the Securities.  SuchRegistration Statement, including any amendments thereto filed prior to theExecution Time, has become effective. The Company may have filed with the Commission, as part of an amendmentto the Registration Statement or pursuant to Rule 424(b), one or morepreliminary prospectus supplements relating to the Securities, each of whichhas previously been furnished to you. The Company will file with the Commission a final prospectus supplementrelating to the Securities in accordance with Rule 424(b).  As filed, such final prospectus supplementshall contain all information required by the Act and the rules thereunder,and, except to the extent the Representative shall agree in writing to amodification, shall be in all substantive respects in the form furnished to youprior to the Execution Time or, to the extent not completed at the ExecutionTime, shall contain only such specific additional information and other changes(beyond that contained in the Base Prospectus and any Preliminary Prospectus)as the Company has advised you, prior to the Execution Time, will be includedor made therein.  The RegistrationStatement, at the Execution Time, meets the requirements set forth in Rule415(a)(1)(x).

(b)           On each Effective Date, theRegistration Statement did, and when the Final Prospectus is first filed inaccordance with Rule 424(b) and on the Closing Date (as defined herein),the Final Prospectus (and any supplement thereto) will, comply in all materialrespects with the applicable requirements of the Act, the Exchange Act and therespective rules thereunder; on each Effective Date and at the Execution Time,the Registration Statement did not and will not contain any untrue statement ofa material fact or omit to state any material fact required to be statedtherein or necessary in order to make the statements therein not misleading;and on the date of any filing pursuant to Rule 424(b) and on the ClosingDate, the Final Prospectus (together with any supplement thereto) will notinclude any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided, however,that the Company makes no representations or warranties as to the informationcontained in or omitted from the Registration Statement or the Final Prospectus(or any supplement thereto) in reliance upon and in conformity with informationfurnished in writing to the Company by or on behalf of any Underwriter throughthe Representative specifically for inclusion in the Registration Statement orthe Final Prospectus (or any supplement thereto), it being understood andagreed that the only such information furnished by or on behalf of anyUnderwriter consists of the information described as such in Section 8 hereof.

(c)           The Disclosure Package when takentogether with the price to the public to be included on the cover page of the Final Prospectus does not containany untrue statement of a material fact or omit to state any material factnecessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading.  The preceding sentence does not apply tostatements in or omissions from the Disclosure Package based upon and inconformity with written information furnished to the Company by any Underwriterthrough the Representative specifically for use therein, it being understoodand agreed that the only such information furnished by or on

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behalf of any Underwriterconsists of the information described as such in Section 8 hereof.

(d)           (i) At the earliest time after thefiling of the Registration Statement that the Company or another offeringparticipant made a *bona**fide* offer (within the meaning of Rule164(h)(2)) of the Act and (ii) as of the Execution Time (with such date beingused as the determination date for purposes of this clause (ii)), the Companywas not and is not an Ineligible Issuer (as defined in Rule 405), withouttaking account of any determination by the Commission pursuant to Rule 405 thatit is not necessary that the Company be considered an Ineligible Issuer.

(e)           Each Issuer Free Writing Prospectus,if any, does not include any information that conflicts with the informationcontained in the Registration Statement, including any document incorporatedtherein and any prospectus supplement deemed to be a part thereof that has notbeen superseded or modified.  Theforegoing sentence does not apply to statements in or omissions from any IssuerFree Writing Prospectus based upon and in conformity with written informationfurnished to the Company by any Underwriter through the Representativespecifically for use therein, it beingunderstood and agreed that the only such information furnished by or on behalfof any Underwriter consists of the information described as such in Section 8hereof.

(f)            The Company is not, and after givingeffect to the offering and sale of the Securities and the application of theproceeds thereof as described in the Disclosure Package and the FinalProspectus will not be, required to register as an “investment company” asdefined in the Investment Company Act, without taking account of any exemptionarising out of the number of holders of the Company’s securities.

(g)           The Company is subject to and incompliance with the reporting requirements of Section 13 or Section 15(d) ofthe Exchange Act.

(h)           Unless as otherwise disclosed in theDisclosure Package and the Final Prospectus, the Company has not paid or agreedto pay to any person any compensation for soliciting another to purchase anysecurities of the Company (except as contemplated in this Agreement).

(i)            The Company has not taken, directlyor indirectly, any action designed to or that has constituted or that mightreasonably be expected to cause or result, under the Exchange Act or otherwise,in stabilization or manipulation of the price of any security of the Company tofacilitate the sale or resale of the Securities.

(j)            Each of the Company and itssubsidiaries has been duly incorporated and is validly existing in goodstanding under the laws of the jurisdiction in which it is chartered ororganized with full power and authority to own or lease, as the case may be,and to operate its properties and conduct its business as described in theDisclosure Package and the Final Prospectus, and is duly qualified to dobusiness as a foreign corporation and is in good standing under the laws ofeach jurisdiction that requires such qualification, except where the failure toqualify or to be in good standing would not have

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a material adverse effecton the condition (financial or otherwise), prospects, earnings, business orproperties of the Company and its subsidiaries, taken as a whole, whether ornot arising from transactions in the ordinary course of business (a “Material AdverseEffect”).

(k)           All the outstanding shares of capitalstock of each material subsidiary have been duly authorized and validly issuedand are fully paid and nonassessable, and, except as otherwise set forth in theDisclosure Package and the Final Prospectus, all outstanding shares of capitalstock of the material subsidiaries are owned by the Company either directly orthrough wholly owned subsidiaries free and clear of any security interest,claim, lien or encumbrance.

(l)            The Company’s authorized equitycapitalization is as set forth in the Disclosure Package and the FinalProspectus; the capital stock of the Company conforms in all material respectsto the description thereof contained in the Disclosure Package and the FinalProspectus; the outstanding Ordinary Shares have been duly authorized andvalidly issued and are fully paid and nonassessable; the holders of outstandingshares of capital stock of the Company are not entitled to preemptive or otherrights to subscribe for the Securities or the Ordinary Shares; and, except asset forth in the Disclosure Package and the Final Prospectus and except for upto 25,000 Ordinary Shares to be issued to Mariana Resources Limited, nooptions, warrants or other rights to purchase, agreements or other obligationsto issue, or rights to convert any obligations into or exchange any securitiesfor, shares of capital stock of or ownership interests in the Company areoutstanding.

(m)          The statements in the DisclosurePackage and the Final Prospectus under the headings “Certain U.S. Federal TaxConsiderations,” and the summaries of legal and regulatory matters andproceedings under the headings “Republic of Bolivia,” and “Description of theOrdinary Shares” fairly summarize the matters therein described.

(n)           This Agreement has been dulyauthorized, executed and delivered by the Company.

(o)           The Securities have been dulyauthorized by the Company and, when issued and delivered and paid for asprovided herein, will be validly issued, fully paid and nonassessable and will conformto the descriptions thereof in the Disclosure Package and the Final Prospectus.

(p)           No consent, approval, authorization,filing with or order of any court or governmental agency or body is required inconnection with the transactions contemplated herein, except such (i) asmay be required under the blue sky laws of any jurisdiction in which theSecurities are offered and sold and (ii) such consents, approvals,authorizations, orders, registrations, filings and/or qualifications which, ifnot obtained, would not have a Material Adverse Effect or affect the validityof the Securities or the legal authority of the Company to comply with thisAgreement.

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(q)           None of the execution and delivery ofthis Agreement, the issuance and sale of the Securities, or the performance ofany other of the obligations herein contemplated, or the fulfillment of theterms hereof will conflict with, result in a breach or violation or impositionof any lien, charge or encumbrance upon any property or assets of the Company orany of its subsidiaries pursuant to, (i) the charter or bylaws of the Companyor any of its subsidiaries; (ii) the terms of any indenture, contract, lease,mortgage, deed of trust, note agreement, loan agreement or other agreement,obligation, condition, covenant or instrument to which the Company or any ofits subsidiaries is a party or bound or to which its or their property issubject; or (iii) any statute, law, rule, regulation, judgment, order or decreeof any court, regulatory body, administrative agency, governmental body,arbitrator or other authority having jurisdiction over the Company or any ofits subsidiaries or any of its or their properties, except, with respect toclause (ii) and (iii) above, such violations or defaults which would not have aMaterial Adverse Effect or affect the validity of the Securities or the legalauthority of the Company to comply with this Agreement.

(r)            The consolidated financialstatements and schedules of the Company and its consolidated subsidiariesincluded or incorporated by reference in the Disclosure Package and the FinalProspectus present fairly in all material respects the financial condition,results of operations and cash flows of the Company as of the dates and for theperiods indicated, comply as to form with the applicable accountingrequirements of Regulation S-X and have been prepared in conformity withgenerally accepted accounting principles applied on a consistent basisthroughout the periods involved (except as otherwise noted therein); theselected financial data set forth under the caption “Summary of FinancialInformation” in the Final Prospectus fairly present, on the basis stated in theDisclosure Package and the Final Prospectus, the information included therein.

(s)           No action, suit or proceeding by orbefore any court or governmental agency, authority or body or any arbitratorinvolving the Company or any of its subsidiaries or its or their property ispending or, to the best knowledge of the Company, threatened that (i) couldreasonably be expected to have a material adverse effect on the performance bythe Company of this Agreement or the consummation of any of the transactionscontemplated hereby or (ii) could reasonably be expected to have a MaterialAdverse Effect, except as set forth in or contemplated in the DisclosurePackage and the Final Prospectus (exclusive of any amendment or supplementthereto).

(t)            Each of the Company and itssubsidiaries owns or leases all such properties as are necessary to the conductof its operations as presently conducted, and each of the Company and each ofits subsidiaries owns, leases or possesses the rights to all properties as arenecessary to explore, develop and exploit the San Cristobal Project (as definedin the Disclosure Package and the Final Prospectus) in Bolivia, except, in eachcase, where the failure to own or lease such properties would not result in aMaterial Adverse Effect.

(u)           Neither the Company nor any of itssubsidiaries is in violation of any law, rule or regulation of any foreignnational, federal, state or local governmental or

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regulatory authorityapplicable to it or is not in non-compliance with any term or condition of, orhas failed to obtain and maintain in effect, any license, certificate, permit,registration, concession, franchise or other governmental authorizationrequired for the ownership or lease of its property or the conduct of itsbusiness, other than those which are not currently required and which theCompany expects to acquire in the ordinary course, which violation, non-complianceor failure would individually or in the aggregate have a Material AdverseEffect, whether or not arising from transactions in the ordinary course ofbusiness, except as set forth in or contemplated in the Disclosure Package andthe Final Prospectus; and the Company has not received notice of anygovernmental proceedings relating to the revocation or material modification ofany such license, certificate, permit or other authorization, except as setforth in or contemplated in the Disclosure Package and the Final Prospectus.

(v)           Neither the Company nor any of itssubsidiaries is in violation or default of (i) any provision of its charter orbylaws; (ii) the terms of any indenture, contract, lease, mortgage, deed oftrust, note agreement, loan agreement or other agreement, obligation,condition, covenant or instrument to which it is a party or bound or to whichits property is subject; or (iii) any statute, law, rule, regulation, judgment,order or decree applicable to the Company or any of its subsidiaries of anycourt, regulatory body, administrative agency, governmental body, arbitrator orother authority having jurisdiction over the Company or such subsidiary or anyof its properties, as applicable, except, with respect to clause (ii) and  (iii)above, such violations or defaults which would not have a Material AdverseEffect or affect the validity of the Securities or the legal authority of theCompany to comply with this Agreement.

(w)          PricewaterhouseCoopers LLP, who havecertified certain financial statements of the Company and its consolidatedsubsidiaries and delivered their report with respect to the auditedconsolidated financial statements and schedules included or incorporated byreference in the Disclosure Package and the Final Prospectus, are independentpublic accountants with respect to the Company within the meaning of the Act.

(x)            There are no stamp or other issuanceor transfer taxes or duties or other similar fees or charges required to bepaid in connection with the execution and delivery of this Agreement or theissuance or sale by the Company of the Securities.

(y)           The Company has filed all non-U.S.,U.S. federal, state and local tax returns that are required to be filed or hasrequested extensions thereof (except in any case in which the failure so tofile would not have a Material Adverse Effect and except as set forth in orcontemplated in the Disclosure Package and the Final Prospectus (exclusive ofany amendment or supplement thereto)) and has paid all taxes required to be paidby it and any other assessment, fine or penalty levied against it, to theextent that any of the foregoing is due and payable, except for any suchassessment, fine or penalty that is currently being contested in good faith oras would not have a Material Adverse Effect and except as set forth in orcontemplated in the Disclosure Package and the Final Prospectus (exclusive ofany amendment or supplement thereto).

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(z)            No labor problem or dispute with theemployees of the Company or any of its subsidiaries exists or is threatened orimminent, and the Company is not aware of any existing or imminent labordisturbance by the employees of any of its or its subsidiaries’ principalsuppliers, contractors or customers, except as would not have a Material AdverseEffect, and except as set forth in or contemplated in the Disclosure Packageand the Final Prospectus (exclusive of any amendment or supplement thereto).

(aa)         The Company and each of itssubsidiaries are insured by insurers of recognized financial responsibilityagainst such losses and risks and in such amounts as are prudent and customaryin the businesses in which they are engaged; all policies of insurance andfidelity or surety bonds insuring the Company or any of its subsidiaries ortheir respective businesses, assets, employees, officers and directors are infull force and effect; the Company and its subsidiaries are in compliance withthe terms of such policies and instruments; there are no claims by the Companyor any of its subsidiaries under any such policy or instrument as to which anyinsurance company is denying liability or defending under a reservation ofrights clause; neither the Company nor any of its subsidiaries has been refusedany insurance coverage sought or applied for; and neither the Company nor anyof its subsidiaries has any reason to believe that it will not be able to renewits existing insurance coverage as and when such coverage expires or to obtainsimilar coverage from similar insurers as may be necessary to continue its businessat a cost that would not have a Material Adverse Effect except as set forth inor contemplated in the Disclosure Package and the Final Prospectus (exclusiveof any amendment or supplement thereto).

(bb)         No subsidiary of the Company iscurrently prohibited, directly or indirectly, from paying any dividends to theCompany, from making any other distribution on such subsidiary’s capital stock,from repaying to the Company any loans or advances to such subsidiary from theCompany or from transferring any of such subsidiary’s property or assets to theCompany or any other subsidiary of the Company, except as described in orcontemplated in the Disclosure Package and the Final Prospectus (exclusive ofany amendment or supplement thereto).

(cc)         The Company and each of itssubsidiaries maintain a system of internal accounting controls sufficient toprovide reasonable assurance that (i) transactions are executed in accordancewith management’s general or specific authorizations; (ii) transactions arerecorded as necessary to permit preparation of financial statements inconformity with generally accepted accounting principles and to maintain assetaccountability; (iii) access to assets is permitted only in accordance withmanagement’s general or specific authorization; and (iv) the recordedaccountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences.

(dd)         The Company and its subsidiaries are(i) in compliance with any and all applicable non-U.S., U.S. federal, state andlocal laws and regulations relating to the protection of human health andsafety, the environment or hazardous or toxic substances or wastes, pollutantsor contaminants (“Environmental Laws”); (ii) have received and are incompliance with all permits, licenses or other approvals required of them under

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applicable EnvironmentalLaws to conduct their respective businesses as presently conducted; and (iii)have not received notice of any actual or potential liability under anyEnvironmental Law, except where such non-compliance with Environmental Laws,failure to receive required permits, licenses or other approvals, or liabilitywould not, individually or in the aggregate, have a Material Adverse Effect,except as set forth in or contemplated in the Disclosure Package and the FinalProspectus (exclusive of any amendment or supplement thereto).  Except as set forth in the Disclosure Packageand the Final Prospectus, neither the Company nor any of its subsidiaries hasbeen named as a “potentially responsible party” under the ComprehensiveEnvironmental Response, Compensation, and Liability Act of 1980, as amended.

(ee)         In the ordinary course of its business,the Company periodically reviews the effect of Environmental Laws on thebusiness, operations and properties of the Company and its subsidiaries, in thecourse of which it identifies and evaluates associated costs and liabilities(including, without limitation, any capital or operating expenditures requiredfor clean-up, closure of properties or compliance with Environmental Laws, orany permit, license or approval, any related constraints on operatingactivities and any potential liabilities to third parties); on the basis ofsuch review, the Company has reasonably concluded that such associated costsand liabilities would not, singly or in the aggregate, have a Material AdverseEffect, except as set forth in or contemplated in the Disclosure Package andthe Final Prospectus (exclusive of any amendment or supplement thereto).

(ff)           The minimum funding standard underSection 302 of the Employee Retirement Income Security Act of 1974, as amended,and the regulations and published interpretations thereunder (“ERISA”), hasbeen satisfied by each “pension plan” (as defined in Section 3(2) of ERISA)which has been established or maintained by the Company and/or one or more ofits subsidiaries, and the trust forming part of each such plan which isintended to be qualified under Section 401 of the Code is so qualified; each ofthe Company and its subsidiaries has fulfilled its obligations, if any, underSection 515 of ERISA; neither the Company nor any of its subsidiaries maintainsor is required to contribute to a “welfare plan” (as defined in Section 3(1) ofERISA) which provides retiree or other post-employment welfare benefits orinsurance coverage (other than “continuation coverage” (as defined in Section602 of ERISA)); each pension plan and welfare plan established or maintained bythe Company and/or one or more of its subsidiaries is in compliance in allmaterial respects with the currently applicable provisions of ERISA; andneither the Company nor any of its subsidiaries has incurred or couldreasonably be expected to incur any withdrawal liability under Section 4201 ofERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any otherliability under Title IV of ERISA.

(gg)         The subsidiaries listed on Annex Aattached hereto are the only “significant subsidiaries” of the Company (asdefined in Rule l-02 of Regulation S-X under the Act).

(hh)         TheCompany has not taken any action oromitted to take any action (such as issuing any press release relating to anySecurities without an appropriate legend)

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whichmay result in the loss by any of the Underwriters of the ability to rely on anystabilization safe harbor provided by the Financial Services Authority underthe Financial Services and Markets Act 2000 (the “FSMA”).  The Company has been informed of the guidancerelating to stabilization provided by the Financial Services Authority, inparticular in Section MAR 2 Annex 2G of the Financial Services Handbook.

(ii)           Except as set forth in the DisclosurePackage and the Final Prospectus, none of the Company, its subsidiaries or, tothe knowledge of the Company, any director, officer, agent, employee orAffiliate of the Company or any of its subsidiaries, is aware of or, in connection with their services to the Company, hastaken any action, directly or indirectly, that would result in a violation bysuch persons of Foreign Corrupt Practices Act of 1977, as amended, andthe rules and regulations thereunder (the “FCPA”),including, without limitation, making use of the mails or any means orinstrumentality of interstate commerce corruptly in furtherance of an offer,payment, promise to pay or authorization of the payment of any money, or otherproperty, gift, promise to give, or authorization of the giving of anything ofvalue to any “foreign official” (as such term is defined in the FCPA) or anyforeign political party or official thereof or any candidate for foreignpolitical office, in contravention of the FCPA; and the Company, itssubsidiaries and, to the knowledge of the Company, its Affiliates haveconducted their businesses in compliance in all material respects with the FCPAand have instituted and maintain policies and procedures designed to ensure,and which are reasonably expected to continue to ensure, continued materialcompliance therewith.

(jj)           The operations of the Company and itssubsidiaries are and have been conducted at all times in compliance in allmaterial respects with applicable financial recordkeeping and reportingrequirements of the Currency and Foreign Transactions Reporting Act of 1970, asamended, the money laundering statutes of all jurisdictions, the rules andregulations thereunder and any related or similar rules, regulations orguidelines, issued, administered or enforced by any governmental agency(collectively, the “Money Laundering Laws”), and no action, suit or proceedingby or before any court or governmental agency, authority or body or anyarbitrator involving the Company or any of its subsidiaries with respect to theMoney Laundering Laws is pending or, to the best knowledge of the Company,threatened.

(kk)         None of the Company, any of itssubsidiaries or, to the knowledge of the Company, any director, officer, agent,employee or Affiliate of the Company or any of its subsidiaries is currentlysubject to any U.S. sanctions administered by the Office of Foreign AssetsControl of the U.S. Department of the Treasury (“OFAC”); and the Company willnot directly or indirectly use the proceeds of the offering of the Securitieshereunder, or lend, contribute or otherwise make available such proceeds to anysubsidiary, joint venture partner or other person or entity, for the purpose offinancing the activities of any person currently subject to any U.S. sanctionsadministered by OFAC.

(ll)           There is and has been no failure on the partof the Company and any of the Company’s directors or officers, in theircapacities as such, to comply with any provision of the Sarbanes Oxley Act of2002 and the rules and regulations promulgated in

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connectiontherewith (the “Sarbanes Oxley Act”), including Section 402 related to loansand Sections 302 and 906 related to certifications.

(mm)       Prior to the date hereof, the Company hasfurnished to the Representativeletters, each substantially in the form of Exhibit A hereto, duly executed byeach officer of the Company identified on Annex B hereto and director of the Companyand addressed to the Representative.

(nn)         No stamp or other issuance or transfertaxes or duties and no capital gains, income, withholding or other taxes arepayable by or on behalf of the Underwiters to the Cayman Islands or anypolitical subdivision or taxing authority thereof or therein purely as a directconsequence of the issue of Securities by the Company to or for the respectiveaccounts of the Underwriters, in each case for resale and delivery in themanner contemplated herein.

(oo)         The information set forth in theDisclosure Package and the Final Prospectus relating to the proven and probableore reserves located at the San Cristobal Project as of December 31, 2005 hasbeen prepared by Mine Reserves Associates Inc. materially in accordance withmethods generally applied in the mining industry and conforms in all materialrespects to the rules and regulations of the Commission.

Any certificate signed by any officer of the Companyand delivered to the Representativeor counsel for the Underwriters in connection with the offering of theSecurities shall be deemed a representation and warranty by the Company, as tomatters covered thereby, to each Underwriter.

2.             Purchase and Sale.  Subject to the terms and conditions and inreliance upon the representations and warranties herein set forth, the Companyagrees to sell to each Underwriter, and each Underwriter agrees, severally andnot jointly, to purchase from the Company, at a purchase price of $23.70 pershare, the amount of the Securities set forth opposite such Underwriter’s namein Schedule I hereto.

3.             Delivery and Payment.  Delivery of and payment for the Securitiesshall be made at 10:00 A.M., New York City time, on April 12, 2006, or atsuch time on such later date not more than three Business Days after theforegoing date as the Representative shall designate, which date and time maybe postponed by agreement between the Representative and the Company or asprovided in Section 9 hereof (such date and time of delivery and paymentfor the Securities being herein called the “Closing Date”).  Delivery of the Securities shall be made tothe Representative for the respective accounts of the several Underwritersagainst payment by the several Underwriters through the Representative of thepurchase price thereof to or upon the order of the Company by wire transferpayable in same-day funds to the account specified by the Company.  Delivery of the Securities shall be madethrough the facilities of The Depository Trust Company unless theRepresentative shall otherwise instruct.

4.             Offering by Underwriters.  It is understood that the severalUnderwriters propose to offer the Securities for sale to the public as setforth in the Final Prospectus.

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5.             Agreements. The Company agrees with the several Underwriters that:

(a)                   Prior to the termination ofthe offering of the Securities, the Company will not file any amendment of theRegistration Statement or supplement (including the Final Prospectus or anyPreliminary Prospectus) to the Base Prospectus or any Rule 462(b) RegistrationStatement unless the Company has furnished you a copy for your review prior tofiling and will not file any such proposed amendment or supplement to which youreasonably object.  The Company willcause the Final Prospectus, properly completed, and any supplement thereto tobe filed in a form approved by the Representative with the Commission pursuantto the applicable paragraph of Rule 424(b) within the time periodprescribed and will provide evidence satisfactory to the Representative of suchtimely filing.  The Company will promptlyadvise the Representative (i) when the Final Prospectus, and any supplementthereto, shall have been filed (if required) with the Commission pursuant toRule 424(b) or when any Rule 462(b) Registration Statement shall have beenfiled with the Commission, (ii) when, prior to termination of the offeringof the Securities, any amendment to the Registration Statement shall have beenfiled or become effective, (iii) of any request by the Commission or itsstaff for any amendment of the Registration Statement, or any Rule 462(b)Registration Statement, or for any supplement to the Final Prospectus or forany additional information, (iv) of the issuance by the Commission of anystop order suspending the effectiveness of the Registration Statement or of anynotice objecting to its use or the institution or threatening of any proceedingfor that purpose and (v) of the receipt by the Company of any notificationwith respect to the suspension of the qualification of the Securities for salein any jurisdiction or the institution or threatening of any proceeding forsuch purpose.  The Company will use itsbest efforts to prevent the issuance of any such stop order or the occurrenceof any such suspension or objection to the use of the Registration Statementand, upon such issuance, occurrence or notice of objection, to obtain as soonas possible the withdrawal of such stop order or relief from such occurrence orobjection, including, if necessary, by filing an amendment to the RegistrationStatement or a new registration statement and using its best efforts to havesuch amendment or new registration statement declared effective as soon aspracticable.

(b)                   If, at any time prior to thefiling of a final prospectus pursuant to Rule 424(b), any event occurs as aresult of which the Disclosure Package would include any untrue statement of amaterial fact or omit to state any material fact necessary to make thestatements therein in the light of the circumstances under which they were madeat such time not misleading, the Company will (i) notify promptly theRepresentative so that any use of the Disclosure Package may cease until it isamended or supplemented; (ii) amend or supplement the Disclosure Package tocorrect such statement or omission; and (iii) supply any amendment orsupplement to you in such quantities as you may reasonably request.

(c)                   If, at any time when theFinal Prospectus relating to the Securities is required to be delivered underthe Act (including in circumstances where such requirement may be satisfiedpursuant to Rule 172), any event occurs as a result of which the FinalProspectus as then supplemented would include any untrue statement of amaterial fact or omit to state any material fact necessary to make thestatements therein in the light of the circumstances under which they were madeat such time not misleading, or if it shall be necessary to amend theRegistration Statement, file a new registration statement or supplement theFinal Prospectus to comply with the Act or the Exchange Act or the respectiverules thereunder, including in connection with use

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or delivery of the Final Prospectus, the Companypromptly will (i) notify the Representative of any such event;(ii) prepare and file with the Commission, subject to the second sentenceof paragraph (a) of this Section 5, an amendment or supplement or newregistration statement which will correct such statement or omission or effect suchcompliance; (iii) use its best efforts to have any amendment to theRegistration Statement or new registration statement declared effective as soonas practicable in order to avoid any disruption in use of the Final Prospectus;and (iv) supply any supplemented Final Prospectus to you in suchquantities as you may reasonably request.

(d)                   As soon as practicable, theCompany will make generally available to its security holders and to theRepresentative an earnings statement or statements of the Company and itssubsidiaries which will satisfy the provisions of Section 11(a) of the Actand Rule 158.

(e)                   The Company will furnish tothe Representative and counsel for the Underwriters, without charge, signedcopies of the Registration Statement (including exhibits thereto) and to eachother Underwriter a copy of the Registration Statement (without exhibitsthereto) and, so long as delivery of a prospectus by an Underwriter or dealermay be required by the Act (including in circumstances where such requirementmay be satisfied pursuant to Rule 172), as many copies of each PreliminaryProspectus, the Final Prospectus and each Issuer Free Writing Prospectus andany supplement thereto as the Representative may reasonably request.  The Company will pay the expenses of printingor other production of all documents relating to the offering.

(f)                    The Company will arrange, ifnecessary, for the qualification of the Securities for sale under the laws ofsuch jurisdictions as the Representative may reasonably request, will maintainsuch qualifications in effect so long as required for the distribution of theSecurities and will pay any fee of the National Association of SecuritiesDealers, Inc., in connection with its review of the offering; providedthat in no event shall the Company be obligated to qualify to do business inany jurisdiction where it is not now so qualified or to take any action thatwould subject it to service of process in suits, other than those arising outof the offering or sale of the Securities, in any jurisdiction where it is notnow so subject.

(g)                   The Company will not, for aperiod of 90 days following the Execution Time, without the prior writtenconsent of Harris Nesbitt Corp., directly or indirectly, offer, sell, contractto sell, pledge, otherwise dispose of, enter into any transaction which isdesigned to, or might reasonably be expected to, result in the disposition(whether by actual disposition or effective economic disposition due to cashsettlement or otherwise) by the Company or any Affiliate of the Company or anyperson in privity with the Company or any Affiliate of the Company of, file (orparticipate in the filing of) a registration statement with the Commission inrespect of, or establish or increase a put equivalent position or liquidate ordecrease a call equivalent position within the meaning of Section 16 of theExchange Act in respect of, any shares of capital stock of the Company or anysecurities convertible into, or exercisable or exchangeable for, shares ofcapital stock of the Company (other than the Securities), or publicly announcean intention to effect any such transaction; provided, however,that the Company may (i) issue and sell Ordinary Shares or securitiesconvertible into or exchangeable for Ordinary Shares pursuant to any employeeor director stock option plan, stock ownership plan or dividend reinvestmentplan of the Company described in the Disclosure Package and the FinalProspectus

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and in effect at the Execution Time; (ii) issueOrdinary Shares issuable upon the conversion of securities or the exercise ofwarrants outstanding at the Execution Time and described in the DisclosurePackage and the Final Prospectus; (iii) issue up to 25,000 Ordinary Shares toMariana Resources Limited; and (iv) file and cause to become effective a registrationstatement registering the Ordinary Shares issuable upon the exercise ofwarrants set forth on Annex C.

(h)                   The Company will not take,directly or indirectly, any action designed to or that would constitute or thatmight reasonably be expected to cause or result in, under the Exchange Act orotherwise, stabilization or manipulation of the price of any security of theCompany to facilitate the sale or resale of the Securities.

(i)                    The Company agrees to paythe costs and expenses relating to the following matters:  (i) the preparation, printing orreproduction and filing with the Commission of the Registration Statement(including financial statements and exhibits thereto), each PreliminaryProspectus, the Final Prospectus and each Issuer Free Writing Prospectus, ifany, and each amendment or supplement to any of them; (ii) the printing(or reproduction) and delivery (including postage, air freight charges andcharges for counting and packaging) of such copies of the RegistrationStatement, each Preliminary Prospectus, the Final Prospectus and each IssuerFree Writing Prospectus, if any, and all amendments or supplements to any ofthem, as may, in each case, be reasonably requested for use in connection withthe offering and sale of the Securities; (iii) the preparation, printing,authentication, issuance and delivery of certificates for the Securities,including any stamp or transfer taxes in connection with the original issuanceand sale of the Securities; (iv) the printing (or reproduction) anddelivery of this Agreement, any blue sky memorandum and all other agreements ordocuments printed (or reproduced) and delivered in connection with the offeringof the Securities; (v) the registration of the Securities under theExchange Act and the listing of the Securities on the American Stock Exchange;(vi) any registration or qualification of the Securities for offer andsale under the securities or blue sky laws of the several states (includingfiling fees and the reasonable fees and expenses of counsel for theUnderwriters relating to such registration and qualification); (vii) anyfilings required to be made with the National Association of SecuritiesDealers, Inc. (including filing fees and the reasonable fees and expenses ofcounsel for the Underwriters relating to such filings); (viii) thetransportation and other expenses incurred by or on behalf of Companyrepresentatives in connection with presentations to prospective purchasers ofthe Securities; (ix) the fees and expenses of the Company’s accountants andthe fees and expenses of counsel (including local and special counsel) for theCompany; and (x) all other costs and expenses incident to the performanceby the Company of its obligations hereunder.

(j)                    The Company agrees that,unless it has obtained or will obtain the prior written consent of theRepresentative, and each Underwriter, severally and not jointly, agrees withthe Company that, unless it has obtained or will obtain, as the case may be,the prior written consent of the Company, it has not made and will not make anyoffer relating to the Securities that would constitute an Issuer Free WritingProspectus or that would otherwise constitute a “free writing prospectus” (asdefined in Rule 405) required to be filed by the Company with the Commission orretained by the Company under Rule 433; provided that the prior writtenconsent of the parties hereto shall be deemed to have been given in respect ofthe Free Writing Prospectuses included in Schedule II hereto, if any.  Any such free writing prospectus consented toby the Representative or the Company is hereinafter referred to as a “PermittedFree Writing

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Prospectus.” The Company agrees that (x) it has treated and will treat, as the casemay be, each Permitted Free Writing Prospectus as an Issuer Free WritingProspectus and (y) it has complied and will comply, as the case may be, withthe requirements of Rules 164 and 433 applicable to any Permitted Free WritingProspectus, including in respect of timely filing with the Commission,legending and record keeping.

(k)                   The Company will not amend orsupplement the Final Prospectus, other than by filing documents under theExchange Act that are incorporated by reference therein, without the priorwritten consent of the Representative, which shall not be unreasonablywithheld; provided, however, that, prior to the completion of thedistribution of the Securities by the Underwriters (as determined by theUnderwriters), the Company will not file any document under the Exchange Actthat is incorporated by reference in the Final Prospectus unless, prior to suchproposed filing, the Company has furnished the Representative with a copy ofsuch document for their review and the Representative has not timely andreasonably objected to the filing of such document.  The Company will promptly advise theRepresentative when any document filed under the Exchange Act that isincorporated by reference in the Final Prospectus shall have been filed withthe Commission.

(l)                    The Company will, for aperiod of twelve months following the Execution Time, furnish to theRepresentative (i) all reports or other communications (financial or other)generally made available to stockholders, and deliver such reports andcommunications to the Representative as soon as they are available, unless suchdocuments are furnished to or filed with the Commission or any securitiesexchange on which any class of securities of the Company is listed andgenerally made available to the public and (ii) subject to applicablerequirements of Regulation FD, such additional information concerning thebusiness and financial condition of the Company as the Representative may fromtime to time reasonably request (such statements to be on a consolidated basisto the extent the accounts of the Company and its subsidiaries are consolidatedin reports furnished to stockholders).

(m)                  The Company will comply withall applicable securities and other laws, rules and regulations, including,without limitation, the Sarbanes Oxley Act, and use its best efforts to causethe Company’s directors and officers, in their capacities as such, to complywith such laws, rules and regulations, including, without limitation, theprovisions of the Sarbanes Oxley Act.

(n)                   The Company will not take anyaction or omit to take any action (such as issuing any press release relatingto any Securities without an appropriate legend) which may result in the lossby any Underwriters of the ability to rely on any stabilization safe harborprovided by the Financial Services Authority under the FSMA.

6.             Conditions to the Obligations of the Underwriters.  The obligations of the Underwriters topurchase the Securities shall be subject to the accuracy of the representationsand warranties on the part of the Company contained herein at the ExecutionTime and the Closing Date pursuant to Section 3 hereof, to the accuracy ofthe statements of the Company made in any certificates pursuant to theprovisions hereof, to the performance by the Company of its obligationshereunder and to the following additional conditions:

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(a)   The Final Prospectus, and any supplementthereto, have been filed in the manner and within the time period required byRule 424(b); and any other material required to be filed by the Companypursuant to Rule 433(d) under the Act shall have been filed with the Commissionwithin the applicable time periods prescribed for such filings by Rule 433; andno stop order suspending the effectiveness of the Registration Statement or anynotice objecting to its use shall have been issued and no proceedings for thatpurpose shall have been instituted or threatened.

(b)   The Company shall have requested and causedWalkers, Cayman Islands counsel for the Company, to have furnished to theRepresentative their opinion, dated the Closing Date and addressed to theRepresentative, to the effect that:

(i)            The Company is a company dulyincorporated, validly existing and in good standing under the laws of theCayman Islands, with full corporate power an authority to own its propertiesand conduct its business as described in the Disclosure Package and the FinalProspectus, and is duly qualified to do business as a foreign corporation andis in good standing under the laws of each jurisdiction which requires suchqualification, except to the extent that failure to so qualify would not have aMaterial Adverse Effect;

(ii)           The Company’s authorized equitycapitalization is as set forth in the Disclosure Package and the FinalProspectus; the capital stock of the Company conforms to the descriptionthereof contained in the Disclosure Package and the Final Prospectus; theoutstanding Ordinary Shares have been duly and validly authorized and issuedand are fully paid and nonassessable; the Securities being sold hereunder bythe Company have been duly and validly authorized, and, when issued anddelivered to and paid for by the Underwriters pursuant to this Agreement willbe fully paid and nonassessable; the certificates for the Securities are invalid and sufficient form; the holders of outstanding shares of capital stockof the Company are not entitled to preemptive or other rights to subscribe forthe Securities; and, except as set forth in the Disclosure Package and theFinal Prospectus, no options, warrants or other rights to purchase, agreementsor other obligations to issue, or rights to convert any obligations into orexchange any securities for, shares of capital stock of or ownership interestsin the Company are outstanding;

(iii)          This Agreement has been dulyauthorized by all necessary corporate action on the part of the Company and hasbeen duly executed and delivered by the Company;

(iv)          Except as set forth in the DisclosurePackage and the Final Prospectus, there is, to our current actual knowledge, noaction, suit or proceeding pending against the Company, its subsidiaries ortheir respective properties in any court or before any governmental authorityor agency, or arbitration board or tribunal of the Cayman Islands which, if

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adversely determined,could reasonably be expected to have a Material Adverse Effect; and thesummaries of legal and regulatory matters and proceedings under the heading“Description of the Ordinary Shares” fairly summarize the matters thereindescribed;

(v)           Neither the issue and sale of theSecurities, nor the consummation of any other of the transactions contemplatedherein nor the fulfillment of the terms hereof will conflict with, result in abreach or violation or imposition of any lien, charge or encumbrance upon anyproperty or assets of the Company or its subsidiaries pursuant to, (a) the Memorandumand Articles of Association of the Company or its subsidiaries, or (b) anystatute, law, rule, regulation, judgment, order or decree applicable to theCompany or its subsidiaries of any court, regulatory body, administrativeagency, governmental body, arbitrator or other authority of the Cayman Islandshaving jurisdiction over the Company or its subsidiaries or any of its or theirrespective properties, except where such breach, violation or imposition wouldnot individually or in the aggregate have a Material Adverse Effect;

(vi)          The Company’s agreement to the choiceof law provisions set forth in Section 15 hereof will be recognized by thecourts of the Cayman Islands; the Company can sue and be sued in its own nameunder the laws of the Cayman Islands, the irrevocable submission of the Companyto the non-exclusive personal jurisdiction of a New York Court, the waiver bythe Company of any objection to the venue of a proceeding of a New York Courtand the agreement of the Company that this Agreement shall be governed by andconstrued in accordance with the laws of the State of New York are legal, validand binding; and judgment obtained in a New York Court arising out of or inrelation to the obligations of the Company under this Agreement, not being asum payable in respect of taxes or other charges of a like nature or a fine orother penalty, is enforceable against the Company in the courts of the CaymanIslands; and

(vii)         The Company is not entitled to anyimmunity on the basis of sovereignty or otherwise in respect of its obligationsunder this Agreement and could not successfully interpose any such immunity asa defense in any suit or action brought or maintained in respect of itsobligations under this Agreement.

In rendering suchopinion, such counsel may rely (A) as to matters involving the applicationof laws of any jurisdiction other than the laws of the Cayman Islands, to theextent they deem proper and specified in such opinion, upon the opinion ofother counsel of good standing whom they believe to be reliable and who aresatisfactory to counsel for the Underwriters and (B) as to matters offact, to the extent they deem proper, on certificates of responsible officersof the Company and public officials. References to the

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Final Prospectus in thisparagraph (b) include any amendment or supplement thereto at the ClosingDate.

(c)   The Company shall have requested and causedDavis Graham & Stubbs LLP, counsel for the Company, to furnish to theRepresentative its opinion, dated the Closing Date and addressed to theRepresentative, to the effect that:

(i)            Exceptas disclosed in the Disclosure Package and the Final Prospectus, there are, toour current actual knowledge, (a) no outstanding subscriptions, warrants,options, calls, claims, commitments, convertible securities or other agreementsor arrangements under which the Company is or may be obligated to issue sharesof its capital stock, and (b) no preemptive or similar rights to subscribe foror to purchase capital stock of the Company;

(ii)           Theexecution and delivery of this Agreement and the issuance and sale of theSecurities will not breach or result in a violation of (a) the terms of anyindenture, contract, lease, mortgage, deed of trust, note agreement, loanagreement or other agreement, obligation, condition, covenant or instrumentfiled as a material contract by the Company under the Exchange Act to which theCompany or its subsidiaries is a party or bound or to which their respectiveproperty is subject, or (b) any statute, law, rule, regulation, judgment, orderor decree applicable to the Company or its subsidiaries of any court,regulatory body, administrative agency, governmental body, arbitrator or otherauthority having jurisdiction over the Company or its subsidiaries or any of itsor their respective properties, except where such breach, violation orimposition would not individually or in the aggregate have a Material AdverseEffect;

(iii)          Noconsent, approval or authorization of, or designation, declaration or filingwith, any governmental authority in the United States is required in connectionwith the valid execution, delivery and performance by the Company of thisAgreement or the issuance and sale of the Securities, other than (a) as may berequired under the blue sky or securities laws of any jurisdiction in which theSecurities are offered or sold, and (b) such consents, approvals,authorizations, designations, declarations or filings as have been made orobtained on or before the date hereof;

(iv)          Exceptas set forth in the Disclosure Package and the  Final Prospectus, there is, to our currentactual knowledge, no action, suit or proceeding pending against the Company,its subsidiaries or their respective properties in any court or before anygovernmental authority or agency, or arbitration board or tribunal which, ifadversely determined, could reasonably be expected to have a Material AdverseEffect;

(v)           Thestatements set forth under the heading “Description of Ordinary Shares” in the DisclosurePackage and the Final Prospectus, insofar as such statements purport tosummarize certain provisions of the Ordinary Shares provide a fair summary ofsuch provisions;

(vi)          TheCompany is not and, after giving effect to the offering and sale of theSecurities and the application of the proceeds thereof as described in the Disclosure

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Package and the FinalProspectus, will not be, required to register as an “investment company” asdefined in the Investment Company Act of 1940, as amended, without takingaccount of any exemption arising out of the number of holders of the Company’ssecurities;

(vii)         TheRegistration Statement has become effective under the Act; any required filingof the Base Prospectus, and any Preliminary Prospectus and the FinalProspectus, and any supplements thereto, pursuant to Rule 424(b) has beenmade in the manner and within the time period required by Rule 424(b); tothe knowledge of such counsel, no stop order suspending the effectiveness ofthe Registration Statement or any notice objecting to its use has been issued,no proceedings for that purpose have been instituted or threatened, and theRegistration Statement and the Final Prospectus (other than the financialstatements and other financial, statistical and reserve information containedtherein, as to which such counsel need express no opinion) comply as to form inall material respects with the applicable requirements of the Act and the rulesthereunder;

(viii)        Noconsent, approval, authorization, filing with or order of any court orgovernmental agency or body is required in connection with the transactionscontemplated herein, except such as have been obtained under the Act and suchas may be required under the blue sky laws of any jurisdiction in connectionwith the purchase and distribution of the Securities by the Underwriters in themanner contemplated in this Agreement and in any Preliminary Prospectus and theFinal Prospectus and such other approvals (specified in such opinion) as havebeen obtained;

(ix)           Toour knowledge, no holders of securities of the Company have rights to theregistration of such securities under the Registration Statement;

(x)            Thestatements in the Final Prospectus the heading “Certain U.S. Federal TaxConsiderations,” insofar as such statements constitute a summary of matters ofUnited States tax laws referred to therein, fairly summarize in all materialrespects the matters therein described; and

(xi)           Assumingthat Colorado law is identical to New York law, this Agreement has been dulyexecuted and delivered by the Company under New York law.

In rendering such opinion, such counsel may rely as tomatters of fact, to the extent they deem proper, on certificates of responsibleofficers of the Company and public officials. References to the Final Prospectus in this Section 6(b) include anyamendment or supplement thereto at the Closing Date.

In addition, suchcounsel shall advise the Underwriters to the effect that, in connection withsuch counsel’s participation in the preparation of the Final Prospectus, whileit has not independently verified the accuracy, completeness or fairness of thestatements contained therein (except with respect to the matters opined upon inparagraphs (v) and (x) above), and subject to the fact that the limitationsinherent in the examination made by, and the knowledge available to, suchcounsel are such that it is unable to assume, and does not assume, anyresponsibility for the

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accuracy, completeness orfairness of the statements contained in the Registration Statement, the BaseProspectus and the Final Prospectus (except with respect to the matters opinedupon in paragraphs (v) and (x) above), on the basis of its examination andparticipation in conferences with certain officers of the Company, itsindependent public accountants and Representative of the Underwriters inconnection with the preparation of the Final Prospectus, it can advise theUnderwriters supplementally, as of the date thereof or the date of suchopinion, that it has no current actual knowledge that (i) on the Effective Datethe Registration Statement contained any untrue statement of a material fact oromitted to state any material fact required to be stated therein or necessaryto make the statements therein not misleading or (ii) that the Final Prospectusas of its date and on the Closing Date included or includes any untruestatement of a material fact or omitted or omits to state a material factnecessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading (in each case, other than thefinancial statements and other financial, statistical or reserve informationcontained therein, as to which such counsel need express no opinion)****or (iii) the documents specified in aschedule to such counsel’s letter, consisting of those included in the Disclosure Package, and the price to thepublic to be included on the cover page of the Final Prospectus, when takentogether as a whole, as of the Execution Time, contained any untruestatement of a material fact or omitted to state any material fact necessary inorder to make the statements therein, in the light of the circumstances underwhich they were made, not misleading. However, such counsel need not express any belief as to the financialstatements and the notes thereto or the schedules or other financial,statistical or reserve data contained in the Registration Statement or theFinal Prospectus or omitted therefrom.

(d)   The Company shall have requested and causedQuintanilla & Soria, Bolivian counsel for the Company, to furnish to the Representativeits opinion, dated the Closing Date and addressed to the Representative, to theeffect that:

(i)            Minera San Cristobal S.A. is a corporation (*sociedad anonima*) existing under the lawsof Bolivia;

(ii)           Minera San Cristobal S.A. has all necessary power andauthority to own property and carry on its business;

(iii)          Minera San Cristobal S.A. is theregistered and beneficial owner of the mining concessions listed on a scheduleattached thereto, free and clear of all encumbrances in favor of, and anyrights and interests of, any other person;

(iv)          The authorized capital and the issued and outstanding commonshares of Minera San Cristobal S.A., as well as the registered holders of theissued common shares, are as follows:

Outstanding Shares: 13,856,610

Apex Silver Mines Sweden AB:13,856,608

Apex Luxembourg s.a.r.l.: 1

Apex Metals GmbH: 1

 

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(e)   The Company shall have requested and causedBonn Schmitt Steichen, Luxembourg counsel for the Company, to furnish to theRepresentative its opinion, dated the Closing Date and addressed to theRepresentative, to the effect that:

(i)            Apex Luxembourg s.a.r.l. is a *société à responsabilité limitée* existingunder the laws of Luxembourg;

(ii)           Apex Luxembourg s.a.r.l. has all necessary power andauthority to own property and carry on its business;

(iii)          All of the issued and outstandingcapital stock of Apex Luxembourg s.a.r.l. is owned of record by Apex SilverMines Limited.

(f)    The Company shall have requested and causedWistrand Advokatbyra, Swedish counsel for the Company, to furnish to theRepresentative its opinion, dated the Closing Date and addressed to theRepresentative, to the effect that:

(i)            Apex Silver Mines Sweden AB is a *privat aktiebolag* existing under the lawsof Sweden;

(ii)           Apex Silver Mines Sweden AB has all necessary power andauthority to own property and carry on its business;

(iii)          All of the issued and outstandingcapital stock of Apex Silver Mines Sweden AB is owned by Apex Luxembourgs.a.r.l.

(g)   The Representative shall have received fromCleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, suchopinion or opinions, dated the Closing Date and addressed to theRepresentative, with respect to the issuance and sale of the Securities, theRegistration Statement, the Disclosure Package, the Final Prospectus (togetherwith any supplement thereto) and other related matters as the Representativemay reasonably require, and the Company shall have furnished to such counselsuch documents as they request for the purpose of enabling them to pass uponsuch matters.

(h)   The Company shall have furnished to theRepresentative a certificate of the Company, signed by the Chairman of theBoard or the President and the principal financial or accounting officer of theCompany, dated the Closing Date, to the effect that the signers of suchcertificate have carefully examined the Registration Statement, the FinalProspectus, the Disclosure Package and any amendments or supplements thereto,as well as each electronic roadshow used in connection with the offering of theSecurities, and this Agreement and that:

(i)            the representations and warrantiesof the Company in this Agreement are true and correct on and as of the ClosingDate with the same effect as if made on the Closing Date and the Company hascomplied with all the agreements and satisfied all the conditions on its partto be performed or satisfied at or prior to the Closing Date;

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(ii)           no stop order suspending theeffectiveness of the Registration Statement or any notice objecting to its usehas been issued and no proceedings for that purpose have been instituted or, tothe Company’s knowledge, threatened; and

(iii)          since the date of the most recentfinancial statements included or incorporated by reference in the FinalProspectus (exclusive of any supplement thereto), there has been no materialadverse effect on the condition (financial or otherwise), prospects, earnings,business or properties of the Company and its subsidiaries, taken as a whole,whether or not arising from transactions in the ordinary course of business,except as set forth in or contemplated in the Disclosure Package and the FinalProspectus (exclusive of any supplement thereto).

(i)    The Company shall have requested and causedPricewaterhouseCoopers LLP to have furnished to the Representative, at theExecution Time and at the Closing Date, a letter, dated respectively as of theExecution Time and as of the Closing Date, in form and substance satisfactoryto the Representative.

(j)    Subsequent to the Execution Time or, ifearlier, the dates as of which information is given in the RegistrationStatement (exclusive of any amendment thereof) and the Final Prospectus(exclusive of any supplement thereto), there shall not have been (i) anychange or decrease specified in the letter or letters referred to inparagraph (h) of this Section 6 or (ii) any change, or anydevelopment involving a prospective change, in or affecting the condition(financial or otherwise), prospects, earnings, business or properties of theCompany and its subsidiaries taken as a whole, whether or not arising fromtransactions in the ordinary course of business, except as set forth in orcontemplated in the Disclosure Package and the Final Prospectus (exclusive ofany supplement thereto) the effect of which, in any case referred to inclause (i) or (ii) above, is, in the sole judgment of the Representative,so material and adverse as to make it impractical or inadvisable to proceedwith the offering or delivery of the Securities as contemplated by theRegistration Statement (exclusive of any amendment thereof), the DisclosurePackage and the Final Prospectus (exclusive of any supplement thereto).

(k)   Prior to the Execution Time, the Companyshall have furnished to the Representative a letter substantially in the formof Exhibit A hereto from each officer and director of the Company and addressedto the Representative.

(l)    Subsequent to the Execution Time, thereshall not have been any decrease in the rating of any of the Company’s debtsecurities by any “nationally recognized statistical rating organization” (asdefined for purposes of Rule 436(g) under the Act) or any notice given of anyintended or potential decrease in any such rating or of a possible change inany such rating that does not indicate the direction of the possible change

(m)  Prior to the Closing Date, the Company shallhave furnished to the Representative such further information, certificates anddocuments as the Representative may reasonably request.

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If any of the conditionsspecified in this Section 6 shall not have been fulfilled when and asprovided in this Agreement, or if any of the opinions and certificatesmentioned above or elsewhere in this Agreement shall not be reasonablysatisfactory in form and substance to the Representative and counsel for theUnderwriters, this Agreement and all obligations of the Underwriters hereundermay be canceled at, or at any time prior to, the Closing Date by theRepresentative.  Notice of suchcancellation shall be given to the Company in writing or by telephone orfacsimile confirmed in writing.

The documents required tobe delivered by this Section 6 shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP,counsel for the Underwriters, at OneLiberty Plaza, New York, NY 10006, on the Closing Date.

7.             Reimbursement of Underwriters’ Expenses.  If the sale of the Securities provided forherein is not consummated because any condition to the obligations of theUnderwriters set forth in Section 6 hereof is not satisfied, because ofany termination pursuant to Section 10 hereof or because of any refusal,inability or failure on the part of the Company to perform any agreement hereinor comply with any provision hereof other than by reason of a default by any ofthe Underwriters, the Company will reimburse the Underwriters severally throughHarris Nesbitt Corp. on demand for all expenses (including reasonable fees anddisbursements of counsel) that shall have been incurred by them in connectionwith the proposed purchase and sale of the Securities.

8.             Indemnification and Contribution.  (a) The Company agrees to indemnify and hold harmless each Underwriter, thedirectors, officers, employees and agents of each Underwriter and each personwho controls any Underwriter within the meaning of either the Act or theExchange Act against any and all losses, claims, damages or liabilities, jointor several, to which they or any of them may become subject under the Act, theExchange Act or other U.S. federal or state statutory law or regulation, atcommon law or otherwise, insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon any untruestatement or alleged untrue statement of a material fact contained in theregistration statement for the registration of the Securities as originallyfiled or in any amendment thereof, or in the Base Prospectus, any PreliminaryProspectus, or any other preliminary prospectus supplement relating to theSecurities, the Final Prospectus or any Issuer Free Writing Prospectus, or inany amendment thereof or supplement thereto, or arise out of or are based uponthe omission or alleged omission to state therein a material fact required tobe stated therein or necessary to make the statements therein not misleading,and agrees to reimburse each such indemnified party, as incurred, for any legalor other expenses reasonably incurred by them in connection with investigatingor defending any such loss, claim, damage, liability or action; provided,however, that the Company will not be liable in any such case to theextent that any such loss, claim, damage or liability arises out of or is basedupon any such untrue statement or alleged untrue statement or omission oralleged omission made therein in reliance upon and in conformity with writteninformation furnished to the Company by or on behalf of any Underwriter throughthe Representative specifically for inclusion therein.  This indemnity agreement will be in additionto any liability that the Company may otherwise have.

(b)   Each Underwriter severally and not jointlyagrees to indemnify and hold harmless the Company, each of its directors, eachof its officers who signs the

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Registration Statement,and each person who controls the Company within the meaning of either the Actor the Exchange Act, to the same extent as the foregoing indemnity from theCompany to each Underwriter, but only with reference to written informationrelating to such Underwriter furnished to the Company by or on behalf of suchUnderwriter through the Representative specifically for inclusion in thedocuments referred to in the foregoing indemnity.  This indemnity agreement will be in additionto any liability that any Underwriter may otherwise have.  The Company acknowledges that the statementsset forth (i) in the last paragraph of the cover page regarding delivery of theSecurities and (ii) under the heading “Underwriting,” the 17th paragraph in thePreliminary Prospectus and the Final Prospectus constitute the only informationfurnished in writing by or on behalf of the several Underwriters for inclusionin any Preliminary Prospectus, the Final Prospectus and any Issuer Free WritingProspectus.

(c)   Promptly after receipt by an indemnifiedparty under this Section 8 of notice of the commencement of any action,such indemnified party will, if a claim in respect thereof is to be madeagainst the indemnifying party under this Section 8, notify theindemnifying party in writing of the commencement thereof; but the failure soto notify the indemnifying party (i) will not relieve it from liabilityunder paragraph (a) or (b) above unless and to the extent it did nototherwise learn of such action and such failure results in the forfeiture bythe indemnifying party of substantial rights and defenses and (ii) willnot, in any event, relieve the indemnifying party from any obligations to anyindemnified party other than the indemnification obligation provided inparagraph (a) or (b) above.  Theindemnifying party shall be entitled to appoint counsel (including localcounsel) of the indemnifying party’s choice at the indemnifying party’s expenseto represent the indemnified party in any action for which indemnification issought (in which case the indemnifying party shall not thereafter beresponsible for the fees and expenses of any separate counsel, other than localcounsel if not appointed by the indemnifying party, retained by the indemnifiedparty or parties except as set forth below); provided, however,that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying party’selection to appoint counsel (including local counsel) to represent theindemnified party in an action, the indemnified party shall have the right toemploy separate counsel (including local counsel), and the indemnifying partyshall bear the reasonable fees, costs and expenses of such separate counsel if(i) the use of counsel chosen by the indemnifying party to represent theindemnified party would present such counsel with a conflict of interest,(ii) the actual or potential defendants in, or targets of, any such actioninclude both the indemnified party and the indemnifying party and theindemnified party shall have reasonably concluded that there may be legaldefenses available to it and/or other indemnified parties that are differentfrom or additional to those available to the indemnifying party, (iii) theindemnifying party shall not have employed counsel satisfactory to theindemnified party to represent the indemnified party within a reasonable timeafter notice of the institution of such action or (iv) the indemnifyingparty shall authorize the indemnified party to employ separate counsel at theexpense of the indemnifying party.  Anindemnifying party will not, without the prior written consent of theindemnified parties, settle or compromise or consent to the entry of anyjudgment with respect to any pending or threatened claim, action, suit orproceeding in respect of which indemnification or contribution may be

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sought hereunder (whetheror not the indemnified parties are actual or potential parties to such claim oraction) unless such settlement, compromise or consent includes an unconditionalrelease of each indemnified party from all liability arising out of such claim,action, suit or proceeding.

(d)   In the event that the indemnity provided inparagraph (a) or (b) of this Section 8 is unavailable to orinsufficient to hold harmless an indemnified party for any reason, the Companyand the Underwriters severally agree to contribute to the aggregate losses,claims, damages and liabilities (including legal or other expenses reasonablyincurred in connection with investigating or defending any loss, claim, damage,liability or action) (collectively “Losses”) to which the Company and one ormore of the Underwriters may be subject in such proportion as is appropriate toreflect the relative benefits received by the Company on the one hand and bythe Underwriters on the other from the offering of the Securities; provided,however, that in no case shall any Underwriter be responsible for anyamount in excess of the underwriting discount or commission applicable to theSecurities purchased by such Underwriter hereunder. If the allocation providedby the immediately preceding sentence is unavailable for any reason, theCompany and the Underwriters severally shall contribute in such proportion asis appropriate to reflect not only such relative benefits but also the relativefault of the Company on the one hand and of the Underwriters on the other inconnection with the statements or omissions which resulted in such Losses aswell as any other relevant equitable considerations.  Benefits received by the Company shall bedeemed to be equal to the total net proceeds from the offering (beforededucting expenses) received by it, and benefits received by the Underwritersshall be deemed to be equal to the total underwriting discounts andcommissions, in each case as set forth on the cover page of the FinalProspectus. Relative fault shall be determined by reference to, among otherthings, whether any untrue or any alleged untrue statement of a material factor the omission or alleged omission to state a material fact relates toinformation provided by the Company on the one hand or the Underwriters on theother, the intent of the parties and their relative knowledge, access toinformation and opportunity to correct or prevent such untrue statement oromission.  The Company and theUnderwriters agree that it would not be just and equitable if contribution weredetermined by pro rata allocation or any other method of allocation that doesnot take account of the equitable considerations referred to above.  Notwithstanding the provisions of thisparagraph (d), no person guilty of fraudulent misrepresentation (withinthe meaning of Section 11(f) of the Act) shall be entitled to contributionfrom any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 8, eachperson who controls an Underwriter within the meaning of either the Act or theExchange Act and each director, officer, employee, Affiliate and agent of anUnderwriter shall have the same rights to contribution as such Underwriter, andeach person who controls the Company within the meaning of either the Act orthe Exchange Act, each officer of the Company who shall have signed theRegistration Statement and each director of the Company shall have the samerights to contribution as the Company, subject in each case to the applicableterms and conditions of this paragraph (d).

9.             Default by an Underwriter.  If any one or more Underwriters shall fail topurchase and pay for any of the Securities agreed to be purchased by suchUnderwriter or

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Underwriters hereunderand such failure to purchase shall constitute a default in the performance ofits or their obligations under this Agreement, the remaining Underwriters shallbe obligated severally to take up and pay for (in the respective proportionswhich the amount of Securities set forth opposite their names inSchedule I hereto bears to the aggregate amount of Securities set forthopposite the names of all the remaining Underwriters) the Securities which thedefaulting Underwriter or Underwriters agreed but failed to purchase; provided,however, that in the event that the aggregate amount of Securities whichthe defaulting Underwriter or Underwriters agreed but failed to purchase shallexceed 10% of the aggregate amount of Securities set forth in Schedule Ihereto, the remaining Underwriters shall have the right to purchase all, butshall not be under any obligation to purchase any, of the Securities, and ifsuch nondefaulting Underwriters do not purchase all the Securities, thisAgreement will terminate without liability to any nondefaulting Underwriter orthe Company.  In the event of a defaultby any Underwriter as set forth in this Section 9, the Closing Date shallbe postponed for such period, not exceeding five Business Days, as theRepresentative shall determine in order that the required changes in theRegistration Statement and the Final Prospectus or in any other documents orarrangements may be effected.  Nothingcontained in this Agreement shall relieve any defaulting Underwriter of itsliability, if any, to the Company and any nondefaulting Underwriter for damagesoccasioned by its default hereunder.

10.           Termination.  This Agreement shall be subject totermination in the absolute discretion of the Representative, by notice givento the Company prior to delivery of and payment for the Securities, if at anytime prior to such time (i) trading in the Company’s Ordinary Shares shallhave been suspended by the Commission or the American Stock Exchange or tradingin securities generally on the New York Stock Exchange or the American StockExchange shall have been suspended or limited or minimum prices shall have beenestablished on such Exchange, (ii) a banking moratorium shall have beendeclared either by U.S. federal or New York State authorities or(iii) there shall have occurred any outbreak or escalation of hostilities,declaration by the United States of a national emergency or war, or othercalamity or crisis the effect of which on financial markets is such as to makeit, in the sole judgment of the Representative, impractical or inadvisable toproceed with the offering or delivery of the Securities as contemplated by anyPreliminary Prospectus or the Final Prospectus (exclusive of any amendment orsupplement thereto).

11.           Representations and Indemnities toSurvive. The respective agreements, representations, warranties,indemnities and other statements of the Company or its officers and of theUnderwriters set forth in or made pursuant to this Agreement will remain infull force and effect, regardless of any investigation made by or on behalf ofany Underwriter or the Company or any indemnified persons referred to inSection 8 hereof, and will survive delivery of and payment for the Securities.  The provisions of Sections 7 and 8hereof shall survive the termination or cancellation of this Agreement.

12.           Notices. All communicationshereunder will be in writing and effective only on receipt, and, if sent to theRepresentative, will be mailed, delivered or telefaxed to the Harris NesbittCorp. General Counsel (fax no.: (212) 702-1205) and confirmed to theGeneral Counsel, Harris Nesbitt Corp., at 3 Times Square, New York, NY 10036,Attention:  General Counsel; or, if sentto the Company, will be mailed, delivered or telefaxed to Mark Lettes, ChiefFinancial Officer (fax no.: (303) 839-5907 and confirmed to it at Apex SilverMines Limited c/o

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Apex Silver MinesCorporation, 1700 Lincoln Street, Suite 3050, Denver, Colorado 80203,Attention:  Mark Lettes, Chief FinancialOfficer.

13.           Successors. This Agreementwill inure to the benefit of and be binding upon the parties hereto and theirrespective successors, the indemnified persons referred to in Section 8hereof and their respective successors, and no other person will have any rightor obligation hereunder.

14.           No Fiduciary Duty. The Companyhereby acknowledges that (a) the purchase and sale of the Securities pursuantto this Agreement is an arm’s-length commercial transaction between the Company,on the one hand, and the Underwriters and any affiliate through which it may beacting, on the other, (b) the Underwriters are acting as principal and not asan agent or fiduciary of the Company and (c) the Company’s engagement of theUnderwriters in connection with the offering and the process leading up to the offering is asindependent contractors and not in any other capacity.  Furthermore, the Company agrees that it issolely responsible for making its own judgments in connection with the offering(irrespective of whether any of the Underwriters has advised or is currentlyadvising the Company on related or other matters).  The Company agrees that it will not claimthat the Underwriters have rendered advisory services of any nature or respect,or owe an agency, fiduciary or similar duty to the Company, in connection withsuch transaction or the process leading thereto.

15.           Applicable Law.  This Agreement will be governed by andconstrued in accordance with the laws of the State of New York applicable tocontracts made and to be performed within the State of New York.  The parties hereto each hereby waive anyright to trial by jury in any action, proceeding or counterclaim arising out ofor relating to this Agreement.

16.           Consent to Jurisdiction; Service of Process.  TheCompany hereby (a) submits to the non-exclusive jurisdiction of thecourts of the State of New York located in the City and County of New York andthe United States District Court for the Southern District of New York(collectively, the “New York Courts” and each, a “New York Court”) with respect to any actionsand proceedings arising out of or relating to this Agreement and herebyconsents to personal service with respect thereto, (b) agrees that allclaims with respect to such actions or proceedings may be heard and determinedin such New York Courts, (c) waives the defense of an inconvenient forum, and(d) agrees not to commence, prosecute or continue any action or proceeding relatingto this Agreement other than in a New York Court.

17.           Counterparts. This Agreementmay be signed in one or more counterparts, each of which shall constitute anoriginal and all of which together shall constitute one and the same agreement.

18.           Headings. The section headingsused herein are for convenience only and shall not affect the constructionhereof.

19.           Definitions. The terms thatfollow, when used in this Agreement, shall have the meanings indicated.

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“Act” shall mean theSecurities Act of 1933, as amended, and the rules and regulations of theCommission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule501(b) of Regulation D.

“Base Prospectus” shall mean the base prospectusreferred to in paragraph 1(a) above contained in the Registration Statement atthe Execution Time.

“Business Day” shall mean any day other than aSaturday, a Sunday or a legal holiday or a day on which banking institutions ortrust companies are authorized or obligated by law to close in The City of NewYork.

“Code” shall mean the Internal Revenue Code of 1986,as amended.

“Commission” shall mean the Securities and ExchangeCommission.

“Disclosure Package” shall mean (i) the BaseProspectus, (ii) the Preliminary Prospectus used most recently prior to theExecution Time, (iii) the Issuer Free Writing Prospectuses, if any, identifiedin Schedule II hereto, and (iv) any other Free Writing Prospectus that theparties hereto shall hereafter expressly agree in writing to treat as part ofthe Disclosure Package.

“Effective Date” shall mean each date and time that theRegistration Statement, any post-effective amendment or amendments theretobecame or become effective.

“Exchange Act” shall mean the Securities Exchange Actof 1934, as amended, and the rules and regulations of the Commissionpromulgated thereunder.

“Execution Time” shall mean the date and time thatthis Agreement is executed and delivered by the parties hereto.

“Final Prospectus” shallmean the prospectus supplement relating to the Securities that was first filedpursuant to Rule 424(b) after the Execution Time, together with the BaseProspectus.

“Free Writing Prospectus” shall mean a free writing prospectus, asdefined in Rule 405.

“Investment Company Act” shall mean the InvestmentCompany Act of 1940, as amended, and the rules and regulations of the Commissionpromulgated thereunder.

“Issuer Free Writing Prospectus” shall mean an issuerfree writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminaryprospectus supplement to the Base Prospectus referred to in paragraph 1(a)above which is used prior to the filing of the Final Prospectus, together withthe Base Prospectus.

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“Registration Statement” shall mean the registrationstatement referred to in paragraph 1(a) above, including exhibits and financialstatements and any prospectus supplement relating to the Securities that isfiled with the Commission pursuant to Rule 424(b) and deemed part of suchregistration statement pursuant to Rule 430B, as amended at the Execution Timeand, in the event any post-effective amendment thereto or any Rule 462(b)Registration Statement becomes effective prior to the Closing Date, shall alsomean such registration statement as so amended or any such Rule 462(b)Registration Statement.

“Regulation D” shall mean Regulation D underthe Act.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” and “Rule462(b)” refer to such rules under the Act.

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If the foregoing is in accordance with yourunderstanding of our agreement, please sign and return to us the enclosedduplicate hereof, whereupon this letter and your acceptance shall represent abinding agreement between the Company and the several Underwriters.
|                               | Very truly yours,                                  |
|------------------------------------|----------------------------------------------------|
|                               |                                               |
|                               | APEX SILVER  MINES LIMITED                         |
|                               |                                               |
|                               |                                               |   |
|                               | By:                                                | /s/ Mark A.  Lettes |   |
|                               | Name:                                              | Mark A. Lettes |
|                               | Title:                                             | Senior Vice  President and CFO |
|                               |                                               |   |
|                               |                                               |   |
| The foregoing  Agreement is hereby |                                               |   |
| confirmed and  accepted as of the  |                                               |   |
| date first above  written.         |                                               |   |
|                               |                                               |   |
|                               |                                               |   |
| By:                                | HARRIS NESBITT  CORP.,                             |   |   |
|                               | acting severally  for itself and the other several |   |   |
|                               | Underwriters  named in Schedule I.                 |   |   |
|                               |                                               |   |   |
|                               |                                               |   |   |
| By:                                | /s/ Michael S.  Vitton                             |   |   |
|                               | Name: Michael S.  Vitton                           |   |   |
|                               | Title: Executive  Managing Director                |   |   |
|                                    |                                                    |  |  |  |  |  |  |  |  |  |

 

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SCHEDULE I
| Underwriters          | ** ** | **Number of Securities  to be Purchased** | ** ** |
|-----------------------|------------|---------------------------------------------------------------|------------|
| Harris Nesbitt  Corp. |       | 6,325,000                                                     |       |
|                  |       |                                                          |       |
|                  |       |                                                          |       |
|                  |       |                                                          |       |
| Total                 |       | 6,325,000                                                     |       |

 

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SCHEDULE II

Schedule of Free WritingProspectuses included in the Disclosure Package

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| **[Form of Lock-Up Agreement]** |   | **EXHIBIT A** |
|---------------------------------|--------|--------------------|

 

**[Letterhead ofofficer, director or major shareholder ofAPEX SILVER MINES LIMITED**

APEX SILVER MINES LIMITEDPublic Offering of Ordinary Shares

, 2006

Harris Nesbitt Corp.As Representative of the several Underwritersc/o Harris Nesbitt Corp.3 Times SquareNew York, NY 10036

Ladies and Gentlemen:

This letter is being delivered to you in connectionwith the proposed Underwriting Agreement (the “Underwriting Agreement”),between Apex Silver Mines Limited, a Cayman Islands company (the “Company”),and you as representative of a group of Underwriters named therein, relating toan underwritten public offering of Ordinary Shares, $.01 par value (the “OrdinaryShares”), of the Company.

In order to induce you and the other Underwriters toenter into the Underwriting Agreement, the undersigned will not, without theprior written consent of Harris Nesbitt Corp., directly or indirectly, offer,sell, contract to sell, pledge or otherwise dispose of (or enter into anytransaction which is designed to, or might reasonably be expected to, result inthe disposition (whether by actual disposition or effective economicdisposition due to cash settlement or otherwise) by the undersigned or anyaffiliate of the undersigned or any person in privity with the undersigned orany affiliate of the undersigned of, file (or participate)), directly orindirectly, including the filing (or participation in the filing) of aregistration statement with the Securities and Exchange Commission in respectof, or establish or increase a put equivalent position or liquidate or decreasea call equivalent position within the meaning of Section 16 of the SecuritiesExchange Act of 1934, as amended, and the rules and regulations of the Securitiesand Exchange Commission promulgated thereunder with respect to, any shares ofcapital stock of the Company or any securities convertible into, or exercisableor exchangeable for such capital stock, or publicly announce an intention toeffect any such transaction, for a period of 90 days after the date of theUnderwriting Agreement.  Notwithstandingthe foregoing, the undersigned may (1) transfer any or all of the shares ofcapital stock of the Company or any securities convertible into, or exercisableor exchangeable for such capital stock by gift, will or intestacy; provided,however, that in any such case it shall be a condition to the transferthat the transferee execute an agreement stating that the transferee isreceiving and holding the securities subject to the provisions of this letter,and there shall be no further transfer of such securities except in accordancewith this letter; and (2) in the case of an officer or director of the Company,dispose up to 175,000 Ordinary Shares (however, the total disposition by theofficers and directors of the Company as a group shall not exceed an aggregateof 175,000 Ordinary Shares); provided that

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the undersigned may notmake any disposition of Ordinary Shares pursuant to this clause (2) until atleast 30 days after the date of the Underwriting Agreement.

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If for any reason the Underwriting Agreement shall beterminated prior to the Closing Date (as defined in the UnderwritingAgreement), the agreement set forth above shall likewise be terminated.
|   | Yours very  truly, |   |
|--------|--------------------|--------|
|   |               |   |   |
|   |               |   |   |
|   | By:                |   |   |
|   | Name:              |   |
|   | Title:             |   |
|        |                    |        |  |  |  |

** **

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**ANNEXA**

**SignificantSubsidiaries**

| Apex Luxembourg S.a.r.l.       |   | Luxembourg  |
|--------------------------------|--------|-------------|
| Apex Silver  Mines Sweden AB   |   | Sweden      |
| Apex Metals GmbH               |   | Switzerland |
| Minera San Cristobal  S.A.     |   | Bolivia     |
| Apex Silver  Mines Corporation |   | Delaware    |

 

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**ANNEXB**

**Officers**

Jeffrey G. ClevengerAlan R. EdwardsMark A. LettesRobert P. Vogels

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**ANNEXC**

**Warrants**

Placement Agent Warrantdated January 28, 2004 for 228,000 Ordinary Shares issued to Nathan A. Low.

Placement Agent Warrantdated January 28, 2004 for 72,000 Ordinary Shares issued to Sunrise SecuritiesCorp.

Placement Agent Warrantdated January 28, 2004 for 50,000 Ordinary Shares issued to Robert Newman Jr.

Warrant dated March 29,2004 for 10,000 Ordinary Shares issued to Jay Rodin.

Warrant dated March 29,2004 for 5,000 Ordinary Shares issued to Eric Abitbol.

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