Lake Victoria Mining Company, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

October 7, 2010 

(“Agreement”)

DATED FOR REFRENCE October 7, 2010

	Between: 	LAKE VICTORIA MINING COMPANY, INC., a
      corporation existing pursuant to the laws of the State of Nevada with an
      address at 1781 Larkspur Drive Golden, CO 80401 
	  	  
	  	(herein the “Company) 
	  	Of The First Part 
	  	  
	And: 	MISAC NOUBAR NABIGHIAN, a/k/a Misac
      Nabighian 
	  	42 Falcon Hills Drive 
	  	Highlands Ranch, CO. 80126-2901 
	  	  
	  	(herein “Consultant”) 


Whereas:

	R.1 	The Consultant is a an experienced and
      distinguished geophysicist with substantial expertise in both geophysical
      data processing and geophysical data interpretation. 
	  	  
	R.2 	The Company is actively involved in the
      acquisition and exploration of mining properties currently in Tanzania.
  
	  	  
	R.3 	The Company has agreed to retain the Consultant
      and the Consultant has agreed to advise the Company on the terms
      hereinafter agreed to. 


NOW THEREFORE in consideration of the premises and the
respective covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, the Parties hereby covenant and agree as
follows:

	1.0 	
      Recitals

	 	 
	1.1 	
      The above recitals are true and correct and form part of
      this Agreement.

	 	 
	2.0 	
      DEFINITIONS

	 	 
		
      “Commencement of Commercial Production” means the
      plant servicing the Property has operated at 60% of operating capacity for
      60 consecutive days, scheduled maintenance excluded.

	 	 
		
      “$” means the currency of the United States of
      America




	 	Page 1 of 10 	 
	 	 	 
	 	 	 






“Joint Venture Property” means a
property which is not in commercial production, which is or becomes subject to
an option/joint venture agreement or a sale/joint venture agreement as to a
portion of the property.

“Net Proceeds” means the gross
proceeds for the sale of the Property or any interest or right of the Company in
the Property, minus 100% of all costs, management, professional and third party
fees, disbursements and expenses incurred by the Company to acquire, develop,
explore and sell a Property. 

“Producing Property” means a
Property that the Company has put into Commercial Production.

“Property” means a resource
property in which the Company has a beneficial interest and/or rights.

“Services” means the providing
by the Consultant of geophysical data processing, geophysical data
interpretation and any other contribution by the Consultant to the benefit and
furtherance of the business objectives of the Company.

3.0                
ENGAGEMENT

3.1                 
The Company hereby engages the Consultant to act as an advisor with
respect to the Company’s Properties primarily in Tanzania, but, including other
jurisdictions, on geophysical matters including geophysical data processing and
geophysical data interpretation, (the “Services”) and the Consultant hereby
accepts such engagement, all pursuant to the terms and conditions of this
Agreement. The Consultant shall provide the Services subject to the ultimate
direction and control of the Company, as expressed through its president or any
other officer or director that the Company’s board of directors may delegate
such responsibility to.

3.2                 
The Company is not obligated to submit a Property to the Consultant for
review. The Compensation to the Consultant described on 4.0 – 4.4.2 will be
limited to Property, Joint Venture Property and Producing Property that the
services of the Consultant has been engaged as described under 3.1 and will
include all of the properties or projects he has already worked on and which are
listed in Schedule A of this agreement and any additional properties, from time
to time, that may be added and that the Company desires the Consultant to review
and work on.

4.0                 
COMPENSATION TO THE CONSULTANT

4.1                 
In consideration for the Services to be provided by the Consultant, the
Company agrees to pay all of Consultant’s expenses and costs regarding his
providing of Services under the terms of this Agreement, including, without
limiting the generality of the foregoing, the cost of supplies, equipment, hotel
and travel expenses, provided the Consultant provides invoices and receipts for
same. Specifically, the Consultant shall in addition also receive the following
compensation:

	 	4.1.1 	
      the grant of 120,000 share options exercisable at a price
      of US$0.29 per share in the share capital of the
Company.





	 	Page 2 of 10 	 
	 	 	 
	 	 	 








	 	4.1.2 	
      In the event the Company sells its interest in the
      Property, Joint Venture Property or a Producing Property, the Consultant
      shall receive 0.5% of the Net Proceeds received by the Company and the
      Consultant will be deemed to have relinquished all of his interests in the
      Property, and without limiting the generality of the foregoing will not
      have a right to any of the royalties described in 4.1.3 below . “Net
      Proceeds” is defined in Exhibit A, which is by reference part of this
      Agreement.

	 	 	 	 
	 	4.1.3 	
      Producing Property: varying royalties as
  follows:

	 	 	 	 
	 		4.1.3.1 	
      US$1.00 per ounce of gold produced or 0.25% of Net
  Smelter Returns whichever is the greater.

	 	 	 	 
	 		4.1.3.2 	
      0.25% of Net Smelter Returns for all other commercial
      production.

	 	 	 	 
	 		4.1.3.3 	
      “Net Smelter Returns” is defined in Exhibit B, which is
      by reference part of this Agreement.



4.2                 
Any proposed budget exceeding US$1,000 must be pre-approved by the
Company. 

4.3                 
Reimbursement to the Consultant shall be within five business days of
the Consultant’s submission of a record of expenses and costs accompanied by
invoices and or receipts. 

4.4                 
Payment of royalties to the Consultant shall be made quarterly within
45 days after the end of each fiscal quarter of the Company and shall be
accompanied by unaudited financial statements describing the calculation of the
royalty. Within 90 days after the end of each fiscal year of the Company in
which royalties are payable to the Consultant, the records relating to the
calculation of the royalties for such year shall be audited by the Company’s
external independent auditor and any resulting adjustments in the payment of
royalties payable to the Consultant shall be made forthwith. A copy of the said
auditor’s report and accompanying financial information shall be delivered to
the Consultant within 30 days of the end of such 90-day period.

	 	4.4.1 	
      Each annual audit shall be final and not subject to
      adjustment unless the Consultant delivers to the Company written
      exceptions in reasonable detail within six months after the Consultant
      receives the report. The Consultant, or its representative duly authorized
      in writing, at its expense, shall have the right to audit the books and
      records of the Company related to royalties to determine the accuracy of
      the report, but shall not have access to any other books and records of
      the Company. The audit shall be conducted by a chartered or certified
      public accountant of recognized standing. The Company shall have the right
      to condition access to its books and records on execution of a written
      agreement by the auditor that all information will be held in confidence
      and used solely for purposes of audit and resolution of any disputes
      related to the report. A copy of the Consultant’s report shall be
      delivered to the Company upon completion, and any discrepancy between the
      amount actually paid by the Company and the amount which should have been
      paid according to the Consultant’s report shall be paid forthwith, one
      party to the other. In the event that the said discrepancy is to the
      detriment of the Consultant and exceeds 2% of the amount actually paid by
      the Company, then the Company shall pay the entire cost of the
    audit.




    	 	Page 3 of 10 	 
	 	 	 
	 	 	 








	 	4.4.2 	
      No error in accounting or in interpretation of this
      Agreement shall be the basis for a claim of breach of fiduciary duty, or
      the like, or give rise to a claim for exemplary or punitive damages by the
      Consultant against the Company.



5.0                 
TRANSFER OF A PRODUCING PROPERTY

5.1                 
The Company may at any time sell, transfer, assign or otherwise dispose
of all or any portion of its interest in a Producing Property provided that it
fulfills the obligations set forth in 4.1.2

5.2                 
No assignment by the Company of any interest to an unaffiliated person less than
its entire interest in a Producing Property shall, as between the parties
hereto, discharge it from any of its obligations hereunder, but upon the
transfer by the Company of its entire interest in a Producing Property, at the
time held by it in this Agreement, whether to one or more transferees and
whether in one or in a number of successive transfers, the Company shall be
deemed to be discharged from all obligations hereunder save and except for the
payment of the Royalties for a Producing Property accrued and due prior to the
date on which the Company shall have no further interest in the Producing
Property.

6.0                 
CONSULTANT REPORTING

6.1                 
The Consultant will report directly to the Chief Geologist and
President and the Company reserves the right to assign another qualified person
to replace the Chief Geologist and will work directly with them to provide
geophysical interpretation for each project area by using all available
geological, geochemical, geophysical and drilling data.

6.2                 
The Consultant shall be available for information purposes to assist
the company in presenting the potential of properties to potential Joint Venture
partners. If required, the Consultant shall provide written reports to the
Company for any Property in an exploration or development stage or for
property(s) under Company consideration for acquisition.

7.0                 
CONFIDENTIALITY OF INFORMATION

7.1                 
Each of the parties hereto mutually acknowledges and agrees that the
materials and information shared between the parties in the course of
performance of this Agreement (the "Confidential Information") is confidential
and proprietary in nature, except as specifically excluded herein. “Confidential
Information” means any information, in whatever form or media, in the possession
or control of the Company or its subsidiaries, which is owned by the Company or
its subsidiaries or a third party with whom the Company or its subsidiaries has
a business relationship, and which is not generally known to the public and has
been specifically identified as confidential or proprietary, or its nature is
such that it would generally be considered confidential in the industry in which
the Company and its subsidiaries operate, or which the Company or its
subsidiaries is obligated to treat as confidential or proprietary, the
confidential status of which has been disclosed to the Consultant.

	 	Page 4 of 10 	 
	 	 	 
	 	 	 







7.2                 
The parties agree that the following information is excluded from the definition
of Confidential Information contained herein: (i) information that is already
known to the receiving party at the time it is obtained from the disclosing
party and not subject to a confidentiality obligation, (ii) information that is
or becomes publicly known through no wrongful act of the receiving party, (iii)
information that is rightfully received by a receiving party from a third party
without restriction and without breach of this Agreement, (iv) information that
is independently developed by the party without use of Confidential Information
and (v) information in the public domain. A recipient may disclose Confidential
Information pursuant to a court order or other legal process or similar
government directive, provided that the recipient, unless prohibited by law, has
a reasonable amount of time to notify the disclosing party so as to enable the
disclosing party to oppose such order or directive.

7.3                 
Each of the parties agrees to hold the Confidential Information in
confidence and agrees not to disclose or otherwise make use of the Confidential
Information except as required to perform its obligations pursuant to this
Agreement. Each party agrees to treat all Confidential Information disclosed
pursuant to this Agreement according to the same standard of care to protect
such Confidential Information from intentional or inadvertent disclosure to
unauthorized parties as used by such party to protect its own confidential or
proprietary information.

7.4                 
The Consultant shall not, directly or indirectly, use or disclose any
Confidential Information, without the prior written consent of the Company. The
restriction on disclosure contained in this Section 7 shall not extend to
disclosure of Confidential Information to the Company’s directors, officers,
legal advisors or to disclosure of Confidential Information required by law or
by a regulatory authority having jurisdiction over the Company.

7.5                 
The Consultant agrees that all documents and other works created by the
Consultant during the term of this Agreement in connection with the Services are
Confidential Information and the property of the Company. Upon the termination
of this Agreement, the Consultant shall return to the Company all Confidential
Information and destroy any duplicate Confidential Information in the
Consultant’s possession or control.

7.6                 
The parties agree that in the event of the breach or threatened breach
of this Section by the receiving party, the disclosing party may have no
adequate damages or other remedy at law, and shall be entitled to equitable
relief, including injunctive relief. Notwithstanding the foregoing, no action
taken by a disclosing party against a receiving party pursuant hereto shall
operate as an election of remedies or as a waiver of any other rights at law or
in equity of such disclosing party.

7.7                 
The terms set forth in this Section shall survive the termination or
expiration of this Agreement.

8.0.                 EXCLUSIVITY
AND RELATIONSHIP

8.1                 
The Company acknowledges that the covenants set forth in this Agreement
shall not in any way preclude the Consultant from engaging in a lawful
profession, trade or business of any kind or from becoming gainfully employed or
retained, and furthermore, that during the term of this Agreement, the Company
agrees that the Consultant is not bound exclusively to the Company, and may
provide comparable services to other public or private companies of the
Consultant's choice.

	 	Page 5 of 10 	 
	 	 	 
	 	 	 







8.2                 
The Company and the Consultant acknowledge that this Agreement shall not be
construed so as to grant to the Consultant the power, authority or discretion to
manage, or supervise the management of, the affairs and business of the
Company.

9.0.                 
TERM AND TERMINATION

9.1                 
This Agreement will have an initial term of 36 months expiring October
7, 2013 and may be renewed at the option of the Company by giving 30 days
written notice prior to the expiry of the initial term (the “Term”). Any earlier
unilateral termination of this Agreement by the Company shall require the
immediately payout to the Consultant prior to the termination of the balance of
monies due pursuant to Section 4.1 of this Agreement regarding reimbursement of
expenses to the Consultant and the delivery of a deed or other legal instrument
that transfers to the Consultant a vested interest and rights in any and all
Properties.

9.2                 
Subject to and specifically on the condition of the obligations
described in Sections 4 and 9.1, this Agreement may be terminated by either
party on two week’s notice, provided however that in the event of breach of
contract by a party, the other party may provide a notice of immediate
termination. 

9.3                 
If this Agreement is terminated prior to completion of the Initial Term
pursuant to 9.2 herein, the parties shall settle out all payments due as at the
date of termination as soon as reasonable possible.

10.0                COMPANY
REPRESENTATIONS, WARRANTIES AND COVENANTS 

10.1                 The
Company represents and warrants as follows, effective as of the date hereof and
at all times throughout the duration of this Agreement:

	 	10.1.1 	
      the Company is duly incorporated, organized and validly
      exists as a corporation in good standing under the laws of the
      jurisdictions in which it was incorporated and is registered and has the
      full corporate power and capacity to conduct its business and to enter
      into and perform all of its obligations under this Agreement;

	 	 	 
	 	10.1.2 	
      this Agreement has been duly authorized by all necessary
      corporate action and constitutes a valid and binding obligation of the
      Company, enforceable against it in accordance with its terms;

	 	 	 
	 	10.1.3 	
      all information provided and to be provided to the
      Consultant by the Company is and shall be complete and accurate in all
      material respects and does not and shall not omit to state any material
      fact necessary so that the statements made, in light of the circumstances
      under which they are made, are not or shall not be
  misleading.



11.0                 
NOTICES

11.1                 
All notices or other communications (“Notices”) required or permitted
to be given pursuant to this Agreement shall be in writing and shall be
considered properly given or made if personally delivered to the addressee or
sent by facsimile transmission to the addressee and:  

	 	Page 6 of 10 	 
	 	 	 
	 	 	 







(i) a Notice which is personally delivered shall, if delivered on a
Business Day, be deemed to be given and received on that day; and (ii) a Notice
sent by Registered Mail shall be deemed to be given and received on the first
Business Day following the day on which it is delivered; and (iii) a Notice
which is sent by facsimile transmission shall be deemed to be given and received
on the first Business Day following the day on which it is sent; and (iv) Notice
may be given to either party by sending it through the post in prepaid mail or
delivered to the party for whom it is intended, at the principal address of such
party provided herein or at such other address as may be given in writing by
such party to the other, and any notice if posted shall be deemed to have been
given at the expiration of three business days after posting and if delivered,
on delivery.

11.2                  All notices which may or are required to be given
      pursuant to any provisions of this Agreement shall be given or made in
writing as follows:

11.2.1 in the case of the Company:

Lake Victoria Mining Company,
Inc.
1781 Larkspur Drive 
Golden, CO 80401 USA 
Attention: David
Kalenuik, President 
Tel No.: (303) 586-1390 
E-mail:
dkalenuik@gmail.com

11.2.2 in the case of the
Consultant:

Misac Noubar Nabighian 
42
Falcon Hills Drive 
Highlands Ranch, CO. 80126-2901 
Tel: (303) 791-1929

Fax: (303) 471-1927 
E-mail: mnabighian@gmail.com

11.3                 
The Parties may change their respective addresses for notices by notice
given in the manner set out in this Section 11. Any such notice or other
communication shall be in writing and, unless delivered personally to the
addressee, or to a responsible officer of the addressee, as applicable, shall be
given by facsimile and shall be deemed to have been given when: (i) in the case
of a notice delivered personally to the addressee, or to a responsible officer
of the addressee, as applicable, when so delivered; and (ii) in the case of a
notice delivered or given by facsimile, on the first business day following the
day on which it is sent.

12.0                 MISCELLANEOUS

12.1                 
Legal Venue: This Agreement shall be construed and enforced in accordance
with the laws of the State of Colorado and the United States of America. The
parties hereto irrevocably consent to the exclusive jurisdiction of the courts
of the United States and hereby agree that any disputes or claims arising
hereunder may be brought before, and adjudicated by, the courts of the State of
Colorado and all objections to such venue in such court being irrevocably waived
hereby.

	 	Page 7 of 10 	 
	 	 	 
	 	 	 







12.2                 
Affiliate: Any reference herein to an “affiliate” of a person or company
shall include any majority owned subsidiary of such person or company, or any
other person or company who controls, is controlled by, or is under common
control of, in each case directly or indirectly, such person or company.

12.3                 
Effective Date: The effective date of this Agreement shall be as
of the date and year first above written. 

12.4                 
Entire Agreement: This Agreement, when executed, constitutes the
entire, final, complete and exclusive agreement between the parties and
supersedes any prior negotiations, understanding or agreements, whether oral or
in writing, concerning the subject matter hereof. This Agreement may not in any
way be modified, changed or amended, except by a written instrument duly
executed by the parties hereto, which states that it is an amendment to this
Agreement.

12.5                 
Waiver: Any waiver by either party of any default or breach of
this Agreement must be in writing and signed by the party against whom
enforcement is sought, and shall not constitute a waiver of any other or
subsequent default or breach.

12.6                 
Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of the
Company will bind and inure to the benefit of the respective successors and
assigns of the Company whether so expressed or not. The Company may assign this
Agreement or any right or obligation hereunder without the other party’s prior
written consent. As this Agreement is a personal services agreement, this
Agreement may not be assigned by the Consultant, except for the assignment of
the royalties.

12.7                 
Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together will constitute one and the
same Agreement.

12.8                 
Expenses. Each party shall pay all costs and expenses associated with
discharging its performance under this Agreement.

12.9                 
Severance. The Company and the Consultant hereby expressly agree
that it is not the intention of either party to violate any public policy,
statutory or common law, and that if any sentence, paragraph, section, clause,
or combination of the same is in violation of the law of any jurisdiction where
applicable, such sentence, paragraph, section, clause or combination of the same
alone shall be void in the jurisdiction where it is unlawful, and the remainder
of such paragraph and this Agreement shall remain binding upon the parties
hereto. The parties further acknowledge that it is their intention that the
provisions of this Agreement be binding only to the extent that they may be
lawful under existing applicable laws, and in the event that any provision of
this Agreement is determined by a court of law to be overly broad or
unenforceable, the valid provisions shall remain in full force and effect.

12.10                 
Independent Contractor. The Consultant is an independent
contractor and is not an employee, agent, partner or joint venturer of the
Company. The Consultant shall not have the right, nor shall he attempt, to bind
the Company, whether directly or indirectly, to any agreement with a third party
or to incur any obligation or liability on behalf of the Company, whether
directly or indirectly. 

	 	Page 8 of 10 	 
	 	 	 
	 	 	 







IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to enter into this Agreement as of the Effective
Date. 

The signature of 

LAKE VICTORIA MINING COMPANY, INC. 
was affixed
hereto by its authorized signatory:

	by: /s/ David Kalenuik	 	 
	David Kalenuik, President 
	 
	The signature of Misac Noubar Nabighian 
	was affixed hereto in the presence of: 
	 
	 	 	 	/s/ Misac Noubar Nabighian
	Witness signature 	 	Misac Noubar Nabighian 
	 	 	 
	 	 	 
	Witness name (printed) 
	 
	 	 	 	 
	Address 	 	  
	 	 	 
	 	 	 
	Telephone 	Email 	 	


 

	 	Page 9 of 10 	 
	 	 	 
	 	 	 








Schedule A
List of Properties/Projects already
worked on

	1. 	
      Kinyambwiga: All PL and PMLs under agreement as of this
      agreement date

	 	 
	2. 	
      Kalemela: All PL and PMLs under agreement as of this
      agreement date

	 	 
	3. 	
      Geita: All PL and PMLs under agreement as of this
      agreement date

	 	 
	4. 	
      Singida: All PL and PMLs under agreement as of this
      agreement date

	 	 
	5. 	
      Uranium properties (4 blocks) in SW Tanzania: All PL and
      PMLs under agreement as of this agreement date

	 	 
	6. 	
      Uyowa: All PL and PMLs under agreement as of this
      agreement date

	 	 
	7. 	
      Nyanza: All PL and PMLs under agreement as of this
      agreement date

	 	 
	8. 	
      Mara: All PL and PMLs under agreement as of this
      agreement date



All of the above properties include their subsequent new PLs
and PMLs resulting from new applications on the same area that are beneficially
the same license(s)

	 	Page 10 of 10 	 
	 	 	 
	 	 	 








EXHIBIT A

To the Consulting Agreement Between

  Lake Victoria Mining Company, Inc.

  and

  Misac Noubar Nabighian dated October 7, 2010.

NET PROCEEDS INTEREST

	1. 	Interpretation

	 	 	 	 
		a. 	Where used herein:

	 	 	 	 
			i. 	“Agreement” means the Agreement to which this Annex is
      attached, including any amendment thereto or renewals or extensions
      thereof;

	 	 	 	 
			ii. 	“Holder” means the person or persons that are from time
      to time entitled to be paid a NPI hereunder;

	 	 	 	 
			iii. 	“Owner” means the party or parties to the Agreement with
      Shareholdings in Lake Victoria Mining Company, Inc.;

	 	 	 	 
			iv. 	“Prime Rate” means the interest rate quoted as “Prime” in
      the Wall Street Journal, in its regular daily edition, as said rate may
      change from day to day;

	 	 	 	 
			v. 	“Property” means the Property as designated pursuant to
      the Agreement described in Annex A;

	 	 	 	 
			vi. 	“NPI” means the percentage share of Net Proceeds payable
      pursuant to a Net Proceeds Interest under the Agreement; and

	 	 	 	 
			vii. 	All other defined terms used in this Exhibit A that are
      not defined herein have the meanings ascribed thereto in the
      Agreement.





	2. 	Net Proceeds

	 	 	 	 
		a. 	For the purpose of the Agreement, “Net Proceeds” will
      mean that amount by which Revenues exceed Costs (both as defined
      herein).

	 	 	 	 
			If Costs exceed Revenues in any calendar year the excess
      Costs will be carried forward into the next calendar years.

	 	 	 	 
		b. 	For the purpose of computing Net Proceeds:

	 	 	 	 
			i. 	“Revenues” will mean the total proceeds, calculated at
      the point of sale, derived from the sale of ore, minerals or other
      products extracted from the Property, plus any miscellaneous proceeds
      (including all net amounts received from the sale of plant, machinery,
      equipment or other assets prior to the cessation of operations, any
      insurance proceeds not used for the replacement or repair of lost or
      damaged assets, compensation for expropriated properties, government
      grants; and

	 	 	 	 
			ii. 	“Costs” will mean all expenditures, whether current or
      capital, incurred by or on behalf of Owner on or in connection with the
      Property and related to the exploration, development, and placing of the
      Property into commercial production, and all operating, mining, milling,
      smelting, refining, marketing and transportation costs, including, without
      limitation:





	 	 Page A-1 of 4 	 
	 	 	 
	 	 	 









	 	A. 	taxes (other than income taxes, except as provided in
      Clause 4 hereof), royalties (other than the NPI) and other like charges
      necessary to maintain the Property in good standing or otherwise imposed,
      charged or levied upon the Property or any production therefrom;

	 	 	 
	 	B. 	all monies required for the purchase, installation or
      construction of buildings, machinery and equipment;

	 	 	 
	 	C. 	interest on money borrowed for one or more of the above
      enumerated purposes by the Participants in existence at the time of a
      payment of the NPI being made, at such rate as is actually charged to or
      incurred by such Parties in borrowing such money, where the Property is
      charged to the lender as security for the money borrowed or where the
      money is borrowed or provided by such Party without specific recourse to
      the Property as security, at a rate per annum equal to the Prime Rate plus
      two (2%) percent;

	 	 	 
	 	D. 	the Operator’s charges for unallocated overhead expenses
      as permitted in the Agreement;

	 	 	 
	 	E. 	a reasonable amount of funds set aside to cover
      reclamation costs and other costs associated with a permanent shut-down of
      the mining facilities;

	 	 	 
	 	F. 	all salaries, remuneration and fringe benefits, costs of
      all consultants, shipping expenses, legal expenses, incorporation
      expenses, and costs associated with a temporary or permanent shut-down of
      the mining facilities (to the extent not already provided for in clause E.
      hereof);

	 	 	 
	 	G. 	all royalty and other payments made to the Underlying
      Vendors pursuant to the Underlying Agreement; and

	 	 	 
	 	H. 	all other charges and expenses usually made or incurred
      for a like operation and accounted for in accordance with generally
      accepted accounting principles and including, without limitation and
      without duplication, all expenditures and operating costs incurred under
      the Agreement.





	 	iii. 	For greater certainty, in determining Costs hereunder,
      outlays of a capital nature will not be
      amortized.





	3. 	Calculation and Payment of NPI

	 	 	 	 
		a. 	The NPI will be:

	 	 	 	 
			i. 	calculated and paid on a quarterly basis within
      forty-five (45) days after the end of each quarter of the calendar year,
      based on the Net Proceeds for such quarter;

	 	 	 	 
			ii. 	calculated by the Operator if it is the sole Participant,
      or if there is more than one Participant, by each Participant as to its
      respective share of NPI and each Participant and the Operator will keep
      separate accounts relating to its respective operations related to the
      Property; and





	 	 Page A-2 of 4 	 
	 	 	 
	 	 	 









	 	b. 	The NPI will be payable by each Participant responsible
      for such as follows:

	 	 	 	 
	 		i. 	each payment of NPI will be accompanied by an unaudited
      statement indicating the calculation of the NPI hereunder in reasonable
      detail and the Holder will receive, within three (3) months of the end of
      each calendar year, an annual summary unaudited statement (an “Annual
      Statement”) showing in reasonable detail the calculation of the NPI for
      the last completed calendar year and showing all credits and deductions
      added to or deducted from the amount due to the Holder;

	 	 	 	 
	 		ii. 	the Holder will have ninety (90) days from the time of
      receipt of the Annual Statement to question the accuracy thereof in
      writing and, failing such objection, the Annual Statement will be deemed
      to be correct and unimpeachable thereafter;

	 	 	 	 
	 		iii. 	if the Annual Statement is questioned by the Holder, and
      if such questions cannot be resolved between the Holder and the Operator
      or Participant that prepared the Annual Statement, as the case may be, the
      Holder will have twelve (12) months from the time of receipt of the Annual
      Statement to have such audited, which will initially be at the expense of
      the Holder;

	 	 	 	 
	 		iv. 	the audited Annual statement will be final and
      determinative of the calculation of the NPI for the audited period and
      will be binding in the Holder and the party that prepared the Annual
      Statement and any overpayment of NPI will be deducted from future payments
      of NPI and any underpayment of NPI will be paid to the Holder
      forthwith;

	 	 	 	 
	 		v. 	the costs of the audit will be borne by the Holder if the
      Annual Statement overstated the NPI or understated the NPI payable by no
      more than one (2%) percent and will be borne by the party that prepared
      the Annual Statement if such statement understated the NPI payable by
      greater than one (3%) percent. If the party that prepared the Annual
      Statement is obligated to pay for the audit, it will forthwith reimburse
      the Holder for any of the audit costs which it has paid; and

	 	 	 	 
	 		vi. 	the Holder will be entitled to examine, on reasonable
      notice and during normal business hours, such books and records as are
      reasonably necessary to verify the payment of the NPI to it from time to
      time, provided however that such examination will not unreasonably
      interfere with or hinder the Operator’s or Owner’s operations or
      procedures.





	4. 	Segregation of Property

	 	 
		The determination of Net Proceeds hereunder is based on
      the premise that production will be developed solely on the Property.
      Other mining properties may be incorporated with the Property into a
      single mining project and the ores or concentrates pertaining to each may
      be blended at the time of mining processing or at any time thereafter,
      provided however, that the respective mining properties (including the
      Property) will bear and have allocated to them their proportionate part of
      expenditures relating to the bringing of such single mining project into
      commercial production and thereafter operating the same and will have
      allocated to them the proportionate part of the revenues realized from
      such single operation, all as determined in accordance with generally
      accepted accounting principles and from records maintained by the
      Operator. The Holder will have the right, during reasonable business hours
      and upon prior notice to the Operator and participants, to enter upon the
      mining properties and to inspect the plant and procedures followed with
      respect to allocations made under this Clause provided that such entry
      will be at the sole risk and cost of the Holder. If the parties disagree
      on the allocation of actual proceeds received
      and deduction therefrom, such will be referred to arbitration
      in accordance with the terms of the Agreement.





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	5. 	Trading Activities

	 	 
		The Owner may but need not engage in Trading Activities
      which may involve the possible delivery of base or precious metals mined
      from the Property. The parties acknowledge and agree that the Holder shall
      not be entitled to participate in the proceeds or be obligated to share in
      any losses generated by the Owner’s Trading Activities. If base or
      precious metals produced from the Property are actually delivered pursuant
      to such Trading Activities, the price of which such metals shall be deemed
      to have been sold shall be “COMEX” price, first position, for such metals
      as quoted by Metals Week (“Handy & Harman NY”), or an
      authoritative successor publication agreed upon by the Owner and the
      Holder, for the day on which such metal was delivered pursuant to such
      Trading Activities.





	 	 Page A-4 of 4 	 
	 	 	 
	 	 	 








EXHIBIT B

To that Consulting Agreement Between

  Lake Victoria Mining Company, Inc.

  and

  Misac Noubar Nabighian dated October 7, 2010.

NET SMELTER RETURNS PRODUCTION ROYALTY

ARTICLE 1

DEFINITION OF NET SMELTER RETURNS PRODUCTION ROYALTY

	1.1 	Net Smelter Returns. The term "Net Smelter
      Returns" ("NSR") as used in this Agreement shall mean the net proceeds
      received by the Company from the sale of minerals from a Property after
      deductions for all of the following:

	 	 	 
		(a) 	Custom smelting costs, treatment charges and penalties
      including, but without being limited to, metal losses, penalties for
      impurities and charges or deductions for refining, selling, transportation
      from smelter to refinery and from refinery to market; provided, however, in the case of heap or dump leaching operations, all
      processing and recovery costs incurred by the Company beyond the point at
      which the metal being treated is in solution shall be considered as
      treatment charges (it being agreed and understood, however, that such
      processing and recovery costs shall not include the cost of mining,
      crushing, dump preparation, distribution of leach solutions or other
      mining and preparation costs up to the point at which the metal goes into
      solution);

	 	 	 
		(b) 	Cost of transporting mineral product from the
      concentrator to a smelter, refiner or other place of treatment;
      and

	 	 	 
		(c) 	Federal production royalties, production taxes, severance
      taxes and sales, privilege and other taxes measured by production or the
      value of production.





	1.2 	Sales Price. The NSR will be based upon the Sales
      Price of the specific metals and commodities as defined below:

	 	 	 
		(a) 	Refined silver (silver meeting the specifications
      established for the New York Silver Price published by Handy & Harman)
      shall be deemed to have been sold during the month when it is produced,
      and the Sales Price thereof shall be deemed to be an amount calculated by
      multiplying the number of produced ounces by the average during the same
      month of the New York Silver spot price quotations published by Handy
      & Harman for one ounce of refined silver;

	 	 	 
		(b) 	In the case of any minerals other than silver, Sales
      Price means the amount calculated by multiplying the number of units of
      the refined metal or other mineral product produced during any month by
      the average of the daily spot prices during the same month as quoted by
      the London Metals Exchange for one unit of that refined metal or mineral product;
      and





	 	Page B-1 of 4 	 
	 	 	 
	 	 	 








EXHIBIT B

To that Consulting Agreement Between 

  Lake Victoria Mining
  Company, Inc. 

  and 

  Misac Noubar Nabighian dated October 7, 2010.

	 	(d) 	Sales Price shall be determined as set forth in subparts
      (a), (b) and (c) above, irrespective of any actual arrangements for the
      sale or other disposition of minerals by the Company, specifically
      including but not limited to forward sales, futures trading or commodities
      options trading, and any other price hedging, price protection or
      speculative arrangements involving the possible delivery of gold, silver
      or other minerals from a Property. If, for any reason, published prices
      for minerals produced from a Property are not available from the sources
      set forth above, the parties shall select such other published commodity
      exchange, producer, trade publication or other listing as will fairly
      reflect the spot price at which sales of such commodities are being
      effected at the time of sale by the Company.



ARTICLE 2

PAYMENT PROCEDURES

	2.1 	Definitions. Words and terms defined in this
      Agreement to which this Exhibit C is attached, shall have the same meaning
      for purposes of this Exhibit C.

	 	 
	2.2 	Computation of Royalty. Each time that minerals
      mined from a Property are sold by the Company, the Company shall calculate
      the Net Smelter Returns ("NSR") realized by the Company in connection with
      the sale. The NSR so calculated shall then be multiplied by .25%. Then the
      Company shall pay the Consultant the resulting amount. The Consultant
      shall have no right whatsoever to take minerals or royalty "in
      kind."

	 	 
	2.3 	Treatment and Sale. The Company shall have the
      right (but not the obligation) to concentrate, mill, smelt, refine,
      upgrade or otherwise process or beneficiate minerals mined from one
      particular Property, at locations on or off that particular Property. The
      Company shall not be liable for any values lost in processing under sound
      processing practices and procedures, and no royalty shall be payable to
      the Consultant with respect thereto. No production royalty shall be
      payable to the Consultant for or with respect to reasonable quantities of
      minerals which are not sold by the Company but are used by the Company for
      assaying, treatment amenability, metallurgical or other analytical
      processes or procedures.

	 	 
	2.4 	Commingling. The Company shall have the right of
      mixing or commingling, at any location and either underground or at the
      surface, any minerals mined from a Property with any ores, metals,
      minerals, or mineral products mined from other lands, provided that the
      Company shall determine the weight or volume of, sample and analyze all
      such ores, metals, minerals and mineral products before the same are so
      mixed or commingled.





	 	Page B-2 of 4 	 
	 	 	 
	 	 	 








EXHIBIT B

To that Consulting Agreement Between 

  Lake Victoria Mining
  Company, Inc. 

  and 

  Misac Noubar Nabighian dated October 7, 2010.

		Any such determination of weight or volume, sampling and
      analysis shall be made in accordance with sound and generally accepted
      sampling and analytic practices and procedures. The weight or volume and
      the analysis so derived shall be used as the basis of allocation of
      production royalties payable to the Consultant hereunder in the event of a
      sale by the Company of materials so mixed or commingled.

	 	 
	2.5 	Statements and Payments. Each production royalty
      payment due the Consultant hereunder shall be made within forty-five (45)
      days after the end of the calendar quarter during which minerals are sold.
      Each such payment shall be accompanied by an itemized statement setting
      forth all facts and figures necessary in order to verify the accuracy of
      the amount of the payment. Each production royalty payment due the
      Consultant shall be made by a single check made payable to a single person
      or entity or to such other persons or entities as may be designated in
      writing by the Consultant as the payees for purposes of payments due the
      Consultant under this Agreement. Anything to the contrary in this
      Agreement notwithstanding, the Company shall not be in default hereunder
      for failure to make any payment the Consultant in timely fashion if the
      Consultant fails or refuses to give the Company written notice designating
      the persons or entities to be the payees named on each and every check to
      be sent to the Consultant by the Company hereunder, and the Company shall
      have no duty with respect to the disbursement or application of any
      payments to the Consultant after such payments are made in accordance with
      this Section 2.5.

	 	 
	2.6 	Audit. In accordance with Section 4.5 of the
      Agreement, the Consultant shall have a period of ninety (90) days after
      the receipt by the Consultant of each royalty statement to give the
      Company notice of any objection by the Consultant thereto. If the
      Consultant fails to object to a particular statement within ninety (90)
      days after the receipt by the Consultant thereof then, subject only to the
      provisions of Section 2.7 ("Adjustments") of this Exhibit B, the accuracy
      of such statement and the amount of any payment transmitted therewith
      shall be conclusive with respect to the Consultant. If the Consultant
      objects to the accuracy of a particular statement or the amount of the
      payment transmitted thereby within ninety (90) days after the statement is
      received by the Consultant or the Consultant's representative, a certified
      public accountant, or other accounting expert, mutually acceptable to the
      parties and retained by the Consultant may promptly audit the Company's
      relevant books and records at an office selected by the Company and during
      the Company's normal business hours. Any such audit shall be made at the
      sole expense of the Consultant if the audit determines that the payment in
      question was accurate to within two percent (2%). Any such audit shall be
      made at the sole expense of the Company if the audit determines that the
      payment in question was inaccurate by more than three percent (3%). In any
      case, the payment in question shall be adjusted to reflect the results of
      the audit.





	 	Page B-3 of 4 	 
	 	 	 
	 	 	 








EXHIBIT B

To that Consulting Agreement Between 

  Lake Victoria Mining
  Company, Inc. 

  and 

  Misac Noubar Nabighian dated October 7, 2010.

	2.7 	Adjustments. Any charges, costs or expenses or any
      adjustments thereto which are actually made and given to the Company by a
      purchaser, shipper, processor or other creditor that were not taken into
      account in a statement to the Consultant which accompanied a preceding
      production royalty payment shall be taken into account in determining the
      amount of the next production royalty payment, but no such charges or
      adjustments shall otherwise affect the conclusiveness of preceding
      statements or payments.





	 	Page B-4 of 4 	 
	 	 	 
	 	 	 








EXHIBIT C

To that Consulting Agreement Between

  Lake Victoria Mining Company,
  Inc.

   and

  Misac Noubar Nabighian dated October 7, 2010

Disputes to be Resolved by Arbitration. All disputes
  between the parties, their successors and assigns, arising under this Agreement,
  which the parties are unable to resolve within thirty (30) days, shall:

          (a)      First
  be referred for resolution to the president of the Company and the Consultant
  after a written request (notice) by either party. If the referral to the
  president is unsuccessful in resolving the dispute within thirty (30) days or
  such extended period as the parties may mutually agree, then either party
  may:

          (b)     
  Refer the dispute, controversy or claim for mediation or conciliation by a
  mediator/conciliator mutually agreed to by the parties within fifteen (15) days
  after a written request (notice) by either party. If the parties are unable to
  agree on a mediator, they shall be deemed to have waived their right to
  mediation. If the mediation or conciliation is unsuccessful in resolving the
  dispute within thirty (30) days or such extended period as the parties may
  mutually agree, then either party may at any time thereafter:

          (c)      Refer
  the dispute, controversy or claim for settlement by arbitration by written
  demand of any party. To demand arbitration, any party (the "demanding party")
  shall give written notice to the other party (the "responding party"). Such
  notice shall specify the nature of the issues in dispute, the monetary amount
  involved, and the remedy requested. Within twenty (20) days, of the receipt of
  the notice, the responding party shall answer the demand in writing, specifying
  the issues that party disputes. Unless the parties mutually agree on one
  arbitrator, each party shall select one qualified arbitrator within ten (10)
  days of the responding party's answer. Each of the arbitrators shall be a
  disinterested person that is qualified by education and experience to hear and
  determine the issues to be arbitrated. The arbitrators so chosen shall select a
  neutral arbitrator within ten (10) days of their selection. If the named
  arbitrators cannot agree on a neutral arbitrator, the arbitrators shall make
  application to any court of competent jurisdiction in the State of Colorado with
  a copy to both parties requesting that the court select and appoint the third
  arbitrator. The court's decision shall be final and binding on the parties. If
  either party does not name an arbitrator, the arbitrator named by the other
  party shall serve as the sole arbitrator. Immediately upon appointment of the
  third arbitrator, each party shall present in writing to the panel of three
  arbitrators (with a copy to the other party) their statement of the issues in
  dispute. Any questions of whether a dispute should be arbitrated under this
  Section/Exhibit shall be decided by the arbitrators. The arbitrators, as soon as
  possible, but not more than thirty (30) days after their appointment, shall meet
  in the Denver, Colorado metro area at a time and place reasonably convenient for
  the parties after giving each party at least fifteen (15) days notice. The
  arbitration hearing shall be conducted in accordance with the Colorado Uniform
  Arbitration Act in accordance with the Commercial Arbitration Rules of the
  American Arbitration Association, as amended, but the parties do not intend that
  the arbitration process be administered by the American Arbitration Association.

	 	Page C-1 of 2 	 
	 	 	 
	 	 	 








  That is, the parties shall have the right to perform the arbitration in a
  private, informal manner by a mutually acceptable party who shall be independent
  from, but shall use and follow the Commercial Arbitration Rules of, the American
  Arbitration Association as a guide for the conduct of the arbitration procedure.
  In the event of a conflict between the provisions of this Agreement and the
  provisions of the Arbitration Act and Commercial Arbitration Rules and
  procedures, the provisions of this Agreement shall prevail. The failure of a
  party to appear at the hearing shall not operate as a default. The attendance of
  all arbitrators shall not be required at all hearings. Actions of the
  arbitrators shall be by majority vote. After hearing the parties in regard to
  the matter or matters in dispute, taking such evidence and making such other
  investigation as justice requires and as the arbitrators deem necessary, they
  shall decide all issues submitted to them within fifteen (15) business days
  thereafter and serve a written and signed copy of the award upon each party.
  Such award shall be final and binding on the parties, and confirmation thereon
  may be applied for in any court of competent jurisdiction by any party. If the
  parties settle the dispute in the course of the arbitration, such settlement
  shall be approved by the arbitrator on the request of either party and become
  the award. Information shall be obtained in accordance with the rules of
  discovery under Colorado District Court Rules of Civil Procedure and, if
  information is required, sufficient time shall be allowed for a party to obtain
  said information. Fees and expenses of the arbitration shall be shared equally
  by the parties. Each party shall bear its own attorney's fees. 

          (d)     
  Except as expressly provided herein and except for an action seeking injunctive
  or other equitable relief to enforce the provisions of this Agreement, no action
  may be brought in any court of law and EACH OF THE PARTIES WAIVES ANY RIGHTS
    THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN ANY PROCEEDING
    INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

	 	Page C-2 of 2