**Exhibit10.2**

# **EMPLOYMENTAGREEMENT**

THIS EMPLOYMENT AGREEMENT (the “Agreement”),is dated as of August 7, 2007 (the “Effective Date”), between Mines Management,Inc, an Idaho corporation (the “Company”) and James H. Moore (“Executive”).

**W I T N E S S E TH   T H A T:**

WHEREAS, the Company and Executive areparties to that certain Employment Agreement, dated August 10, 2005 (the “PriorAgreement”); and

WHEREAS**,**the Company and the Executive agree to terminate the Prior Agreement, andhereby covenant, as of the date hereof, that the Prior Agreement shall be nulland void and have no further effect, and

WHEREAS, the Company wishes to retain theservices of Executive as Chief Financial Officer and Treasurer of the Companyand Executive is willing to continue to make his services available to theCompany on the terms and conditions herein provided.

NOW, THEREFORE, in consideration thereof andhereof, the parties hereto covenant and agree as follows:

Section 1.                                            Term ofEmployment; Compensation.  TheCompany agrees to employ Executive from the Effective Date, in the full timecapacity of Chief Financial Officer and Treasurer of the Company, with theresponsibilities normally associated with such position, which employment shallcontinue until terminated as hereafter provided.  The Company will pay Executive for hisservices at an annual rate of Two Hundred Thousand Dollars ($200,000), payablein arrears, in equal installments, in accordance with standard Companypractice, but in any event not less often than monthly, subject only to suchpayroll and withholding deductions as are required by law or authorized byExecutive. Executive shall also be entitled to participate in all employeebenefit plans of the Company on the same terms and conditions as otheremployees similarly situated, subject to the Company’s right, in any event, tomodify or terminate such plans.  TheCompany shall pay Executive’s individual medical and dental insurance premiumsand shall provide paid monthly parking. In addition, Executive shall be eligible to receive such stock optionsas may be approved, in its sole discretion, by the Compensation Committee ofthe Board of Directors of the Company (the “Board”) or by the Board. Executive’sperformance will be evaluated annually or at such other times as determined bythe Board.

Section 2.                                            Officeand Duties.  Executive shall have theusual duties of a corporate officer and shall be responsible for providingfinancial and accounting services, supervising the finance and accountingfunctions of the Company and participating in the management and direction ofthe Company’s financial and business operation, and shall perform such specificother tasks consistent with Executive’s position as a member of seniormanagement as may from time to time be assigned to Executive by the ChiefExecutive Officer of the Company. Executive’s primary duties will focus on Securities 

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and Exchange Commission (“SEC”) reporting and compliance, establishmentand oversight of corporate governance programs as mandated by the Sarbanes-OxleyAct of 2002, as amended and the SEC rules and regulations relating thereto,treasury functions, asset management and preservation and capitalfinancing.  Executive shall devotesubstantially all of his business time, labor, skill, undivided attention, andbest ability to the performance of his duties hereunder in a manner that willfaithfully and diligently further the business and interests of the Company ona full time basis.  Executive shall notdirectly or indirectly pursue any other business activity without the Company’sprior written consent.  Executive agreesthat he will travel as is reasonably necessary in the conduct of the Company’sbusiness.

Section 3.                                            Expenses.  Executive shall be entitled to reimbursementfor expenses incurred by him in connection with the performance of his dutieshereunder upon receipt of vouchers therefor in accordance with such proceduresas the Company has heretofore or may hereafter establish.

Section 4.                                            VacationDuring Employment.  Executive shallbe entitled to such reasonable vacation time as may be allowed by the Companyin accordance with general practices established or to be established, but inany event not less than four (4) weeks of vacation during each twelve (12)month period plus usual statutory and other public holidays, the timing of suchvacation to be mutually agreed upon between Executive and the Company.  The Company recommends that all employeestake vacation, but if duties of Executive prevent him from taking saidvacation, Executive shall be paid for any unused vacation at the end of eachyear. Unused vacation time will not be accrued and carried from year to year,and Executive will forfeit any unused vacation at the end of each year.

Section 5.                                            AdditionalBenefits.  Nothing herein containedshall preclude Executive, to the extent he is otherwise eligible, fromparticipation in all group insurance programs or other fringe benefit plansthat the Company may hereafter in its sole and absolute discretion makeavailable generally to its employees.

Section 6.                                            CertainDefinitions.  For purposes of thisAgreement, the following words and phrases shall have the following meanings:

(a)                                           “Cause”shall mean termination by the Company of Executive due to:  (i) engaging in illegal conduct, includingbut not limited to fraud or embezzlement; (ii) being convicted of a felony;(iii) engaging in substance abuse which impairs Executive’s ability to performthe duties and obligations of his employment or causes harm to the reputationof the Company; (iv) the willful breach of Executive’s duties to the Company;(v) failure or refusal by Executive to follow reasonable directions by theCompany; or (vi) engaging in conduct which in the sole opinion of management ofthe Company is deemed to be detrimental to the Company.  Whether Cause exists for termination will bedetermined by the Company in its sole discretion.

(b)                                          A“Change in Control” shall be deemed to have occurred if any of the followingoccurs with respect to the Company:  (i)the direct or indirect sale or 

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exchange in a single transaction or series of transactions by theshareholders of the Company of more than thirty five percent (35%) of thevoting stock of the Company by an individual, an entity or a “group” as thatterm is defined in Section 13 of the Securities Exchange Act of 1934; (ii) amerger or consolidation to which the Company is a party and following which theshareholders of the Company do not have more than fifty percent (50%) of thevoting stock of the resulting company (or its ultimate parent company); (iii)the sale, exchange, or transfer of all or substantially all of the assets ofthe Company; (iv) a liquidation or dissolution of the Company; or (v) a seriesof related Transactions (each of the items (i) through (iv) constituting a “Transaction”) wherein theshareholders of the Company immediately before the Transaction do not retainimmediately after the Transaction, in substantially the same proportions astheir ownership of shares of the Company’s voting stock immediately before theTransaction, direct or indirect beneficial ownership of more than fifty percent(50%) of the total combined voting power of the outstanding voting securitiesof the Company or, in the case of a Transaction involving the sale, exchange,or transfer of all or substantially all of the assets of the Company, thecorporation or other business entity to which the assets of the Company weretransferred (the “Transferee”),as the case may be.  For purposes of thepreceding sentence, indirect beneficial ownership shall include, withoutlimitation, an interest resulting from ownership of the voting securities ofone or more corporations or other business entities which own the Company orthe Transferee, as the case may be, either directly or through one or moresubsidiary corporations or other business entities.  The Board shall have the right to determinewhether multiple sales or exchanges of the voting securities of the Company ormultiple Transactions are related, and its determination shall be final,binding and conclusive.  Notwithstandingthe preceding sentence, a Change in Control shall not include a distribution ortransaction in which the voting stock of the Company or a parent or subsidiaryis distributed to the shareholders of a parent of such entity.  Any change in ownership resulting from anunderwritten public offering of the common stock or the stock of any parent orsubsidiary shall not be deemed a Change in Control for any purpose hereunder.

(c)                                           The“Change in Control Date” shall be any date during the term of this Agreement onwhich a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if Executive’semployment or status as an elected officer with the Company is terminatedwithin six (6) months before the date on which a Change in Control occurs, andit is reasonably demonstrated that such termination (i) was at the requestof a third party who has taken steps reasonably calculated or intended toeffect a Change in Control or (ii) otherwise arose in connection with oranticipation of a Change in Control, then for all purposes of this Agreementthe “Change in Control Date” shall mean the date immediately before the date ofsuch termination.

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

(e)                                           “Disability,”for purposes of this Agreement, shall mean total disability as defined in anylong-term disability plan sponsored by the Company in which Executiveparticipates, or, if there is no such plan or such does not define such term,then it shall mean the physical or mental incapacity of Executive that preventshim from 

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substantially performing the duties of Chief Financial Officer andTreasurer, and which incapacity has continued for a period of at least ninety(90) days in any three hundred sixty five (365) day period.

(f)                                             “GoodReason” means:

(i)                                     theassignment to Executive within the Protection Period (as defined insubparagraph (g) below) of any duties inconsistent in any material respect withExecutive’s position (including status, offices, titles and reportingrequirements, authority, duties or responsibilities), or any other action thatresults in a material diminution in such position, authority, duties, orresponsibilities, excluding for this purpose an isolated or inadvertent actionnot taken in bad faith, or that is remedied by the Company within thirty (30)days after receipt of written notice given by Executive;

(ii)                                  areduction by the Company in Executive’s base salary as in effect immediatelybefore the beginning of the Protection Period or as increased from time to timeafter the beginning of the Protection Period;

(iii)                               afailure by the Company to maintain plans providing benefits at least asbeneficial as those provided by any benefit or compensation plan (including,without limitation, any incentive compensation plan, bonus plan or program,retirement, pension or savings plan, life insurance plan, health and dentalplan or disability plan) in which Executive is participating immediately beforethe beginning of the Protection Period, or any action taken by the Company thatwould adversely affect Executive’s participation in or reduce Executive’sopportunity to benefit under any of such plans or deprive Executive of anymaterial fringe benefit enjoyed by him immediately before the beginning of theProtection Period; provided, however, that a reduction in benefits under theCompany’s tax-qualified retirement, pension, or savings plans or its lifeinsurance plan, health and dental plan, disability plans or other insuranceplans, which reduction applies generally to all participants in the plans orhas a de minimis effect on Executive shall not constitute “Good Reason”;

(iv)                              theCompany’s requiring Executive, without Executive’s written consent, to be basedat any office or location in excess of fifty (50) miles from his officelocation immediately before the beginning of the Protection Period, except fortravel reasonably required in the performance of Executive’s responsibilities;

(v)                                 anyfailure by the Company to obtain the assumption of the obligations contained inthis Agreement by any successor as contemplated in Section 13 ofthis Agreement; or

(vi)                              anymaterial breach of this Agreement by the Company.

(g)                                          “ProtectionPeriod” means the period beginning on the Change in Control Date and ending onthe one year anniversary of the Change in Control Date.

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Section 7.                                            Terminationof Employment.

(a)                                           Notwithstandingany other provision of this Agreement, Executive’s employment may beterminated:

(i)                                     byExecutive upon ninety (90) days written notice;

(ii)                                  bythe Company upon thirty (30) days written notice, without Cause;

(iii)                               bythe Company, with notice to Executive, for Disability;

(iv)                              inthe event of Executive’s death during the term of his employment, provided thatthe Company’s obligation to pay further compensation hereunder shall ceaseforthwith, except that the legal representative of Executive’s estate shall beentitled to receive an amount equal to one-twelfth (1/12) of Executive’s thencurrent annual base salary for a period of three (3) months beginning with thepay period immediately after Executive’s death shall have occurred; or

(v)                                 bythe Company, at any time for Cause.

Upon the termination of Executive’s employment pursuant to this Section7(a), this Agreement shall automatically terminate, except as otherwiseprovided herein.

(b)                                          In the event that Executive’semployment is terminated pursuant to Section 7(a)(i), (ii), (iii) or (iv)  or Section 7(d), Executiveshall receive an amountequal to Executive’s full base salary and vacation pay (for vacation not taken)accrued but unpaid through the date of termination at the rate in effect at thetime of the termination.

(c)                                           Inthe event that Executive’s employment is terminated pursuant to Section7(a)(ii) or (iii) or Section 7(d):

(i)                                     shares, options, or otherforms of securities issued by the Company and beneficially owned by Executive(whether granted before or after the date of this Agreement) that are unvested,restricted, or subject to any similar restriction shall vest automatically onthe termination date and shall be exercisable by Executive orExecutive’s personal representative in accordance with the terms of the applicable Company stock optionplan and restrictions shall lapse; and

(ii)                                  theCompany shall pay the premium for Executive’s COBRA continuation coverage forhealth benefits provided by the Company for a period of up to twenty-four (24)months (or such lesser period of COBRA coverage as may apply to Executive)following the date of termination.

(d)                                          Benefitsupon Termination During a Protection Period.   If, during a Protection Period, Executive’semployment is terminated by the Company other than 

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for Cause or Disability or other than as a result ofExecutive’s death, or if Executive terminates his employment for Good Reason,and such termination of employment constitutes a “separation from service”within the meaning of Section 409A of the Code, the Company shall pay toExecutive in a lump sum in cash, within ten (10) days after the date oftermination, the aggregate of the following amounts:

(i)                                     Severance.  The Company shall pay to Executive aseverance amount equal to three (3) times Executive’s Annual Compensation.  As used herein,  “Annual Compensation” shall be an amountequal to the sum of (i) Executive’s annual base salary from the Company and itssubsidiaries; and (ii) the amount of annual bonus, if any, paid by the Companyto Executive for the year before the Change of Control occurs.

(ii)                                  Gross-UpBenefits.  Anything in this Agreementto the contrary notwithstanding, in the event it shall be determined that anypayment or distribution by the Company to or for the benefit of Executive(whether paid or payable or distributed or distributable pursuant to the termsof this Agreement or otherwise, but determined without regard to any additionalpayments required under this Section 7(d) (a “Payment”) would be subject to theexcise tax imposed by Section 4999 of the Code, or any interest or penaltiesare incurred by Executive with respect to such excise tax that are not due toExecutive’s actions or inactions (such excise tax, together with any suchinterest and penalties, are hereinafter collectively referred to as the “ExciseTax”), then Executive shall be entitled to receive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by Executive of all taxesimposed upon the Gross-Up Payment (including any federal, state, and localincome taxes, employment taxes under Section 3101(b) of the Code, and ExciseTaxes, assuming the highest marginal income tax rates apply to the Gross-UpPayment), Executive retains an amount of the Gross-Up Payment equal to theExcise Tax imposed upon the Payments.  Inthe event that Executive is entitled to a Gross-Up Payment, the following shallapply:

(1)                                  Alldeterminations required to be made, including whether and when a Gross-UpPayment is required and the amount of such Gross-Up Payment, shall be made by anationally recognized certified public accounting firm selected by the Company(the “Accounting Firm”).  The AccountingFirm shall be requested to provide detailed supporting calculations both to theCompany and to Executive within fifteen (15) business days of the receiptof notice that there has been a Payment. All fees and expenses of the Accounting Firm shall be borne solely bythe Company.  Any Gross-Up Payment shallbe paid by the Company to Executive within five (5) days of the receipt ofthe Accounting Firm’s determination.  Anydetermination by the Accounting Firm shall be binding upon the Company andExecutive.  As a result of uncertainty inthe application of Sections 280G and 4999 of the Code, it is possible thatGross-Up Payments that will not have been made by the Company should have beenmade (an “Underpayment”).  In the eventthe Company exhausts its remedies pursuant to the following subparagraph andExecutive is thereafter required to make a payment of any Excise Tax, theAccounting Firm shall be requested to determine the amount of the 

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Underpayment that has occurred and any suchUnderpayment shall be promptly paid by the Company to Executive.

(2)                                  Executiveshall notify the Company in writing of any assertion by the Internal RevenueService that, if successful, would require the payment by the Company of anUnderpayment.  Such notification shall begiven as soon as practicable, but no later than ten (10) business daysafter Executive is informed of such assertion. Executive shall apprise the Company of the nature of such assertion andprovide copies of all letters, notices, etc. regarding the assertion, and writtensummaries of any statements made to Executive or by Executive in connectionwith the assertion.  Executive shall notpay any amount asserted to be due prior to the expiration of the 30-day periodfollowing the date on which Executive gives such notice to the Company (or suchshorter period ending on the date that any payment of taxes with respect tosuch assertion is due).  If the Companynotifies Executive in writing prior to the expiration of such period that theCompany desires to contest such assertion, Executive shall:

a.                                       givethe Company any information reasonably requested by the Company relating tosuch assertion,

b.                                      takesuch action in connection with contesting such assertion as the Company shallreasonably request in writing from time to time, including, without limitation,accepting legal representation with respect to such assertion by an attorneyreasonably selected by the Company,

c.                                       cooperatewith the Company in good faith in order effectively to contest such assertion,and

d.                                      permitthe Company to participate in any proceedings relating to such assertion;

*provided,however*, that the Company shall bear and pay directly allcosts and expenses (including additional interest and penalties) incurred inconnection with such contest, and shall indemnify and hold Executive harmless,on an after-tax basis, for any Excise Tax and income and employment tax(including interest and penalties) imposed as a result of such representationand payment of costs and expenses.  TheCompany shall control all proceedings taken in connection with such contest,and, at its sole discretion, may pursue or forgo any and all administrativeappeals, proceedings, hearings and conferences with the applicable taxingauthority in respect of such assertion and may, at its sole discretion, eitherdirect Executive to pay the tax asserted and sue for a refund or contest theclaim in any permissible manner, and Executive agrees to prosecute such contestto a determination before any administrative tribunal, in a court of initial jurisdictionand in one or more appellate courts, as the Company shall determine; provided,however, that, if the Company directs Executive to pay such claim and sue for arefund, the Company shall advance the amount of such payment to Executive, onan interest-free basis, and shall indemnify and hold Executive harmless, on anafter-tax basis, from any Excise Tax and income and employment tax (includinginterest or penalties) imposed with respect to such advance or with respect toany imputed income in connection with such advance; 

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and provided, further,that any extension of the statute of limitations relating to payment of taxesfor the taxable year with respect to which such contested amount is claimed tobe due is limited solely to such contested amount.  Furthermore, the Company’s control of thecontest shall be limited to issues with respect to which the Gross-Up Paymentwould be payable hereunder, and Executive shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal RevenueService or any other taxing authority.

(3)                                  If,after the receipt by Executive of a Gross-Up Payment or an amount advanced bythe Company, Executive becomes entitled to receive any refund with respect tothe Excise Tax to which such Gross-Up Payment relates or with respect to suchclaim, Executive shall (subject to the Company’s complying with therequirements of this section, if applicable) promptly pay to the Company theamount of such refund (together with any interest paid or credited thereonafter taxes applicable thereto).  If,after the receipt by Executive of an amount advanced by the Company pursuant tothis section, a determination is made that Executive shall not be entitled toany refund with respect to such claim and the Company does not notify Executivein writing of its intent to contest such denial of refund prior to theexpiration of 30 days after such determination, then such advance shall beforgiven and shall not be required to be repaid and the amount of such advanceshall offset, to the extent thereof, the amount of Gross-Up Payment required tobe paid.

(e)                                           Priorto receiving any payment or other consideration set forth in Section 7(b),Section 7(c)(i), (ii) or Section 7(d), Executive must first sign aSeverance and Release Agreement in a form reasonably satisfactory to theCompany.

Section 8.                                            CodeSection 409A Savings Provision. Anything in this Agreement to the contrary notwithstanding, if (1) onthe date of Executive’s “separation from service” to the Company (within themeaning of Section 409A of the Code), any of the Company’s stock is publiclytraded on an established securities market or otherwise (within the meaning ofSection 409A(a)(2)(B)(i) of the Code) and (2) as a result of such separationfrom service, Executive would receive any payment that, absent the applicationof this Section 8, would be subject to constructive receipt,interest and additional tax imposed pursuant to Code Section 409A(a) as aresult of the application of Code Section 409A(2)(B)(i), then no such paymentshall be payable until the date that is the earliest of (i) six (6) monthsafter Executive’s separation from service date, (ii) Executive’s death or (iii)such other date as will not result in such payment being subject to suchinterest and additional tax.  It is the intention of the parties that allamounts payable under this Agreement not be subject to constructive receipt,interest and additional tax imposed pursuant to Code Section 409A, and allprovisions of the Code shall be interpreted consistently therewith.  To the extent amounts payable under thisAgreement may be or become subject to such interest and additional tax, basedon subsequent governmental or court interpretation of Code Section 409A, theparties shall cooperate to amend this Agreement with the goal of givingExecutive the same or equivalent value of the benefits described in thisAgreement in a manner that does not result in such constructive receipt,interest and additional tax.

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Section 9.                                            ProprietaryInformation.  Executive hereby grantsto the Company all right, title, and interest in and to any informationconcerning discoveries; methods; business plans and practices; enterprises;explorations; mining information; plant design, location, or operation; or anyother information affecting the business operations of the Company and anyinvention, discovery, or improvement conceived or reduced to practice inconnection with the services performed hereunder (“Proprietary Information”).  Executive will keep signed, witnessed, anddated written records of all such inventions, discoveries, or improvements;will furnish the Company promptly with complete information in respect thereofand will do all things necessary to protect the interests of the Companytherein.

Section 10.                                      Confidentiality.  Executive shall not, either during the periodof Executive’s employment with the Company or for a period of two (2) yearsthereafter, reveal or disclose to any person outside the Company or use forExecutive’s own benefit or for the benefit of any third party, without theCompany’s specific written authorization, whether by private communication orby public address or publication or otherwise, any information not alreadylawfully available to the public concerning the Company or the Company’s equitysecurities, including any Proprietary Information, whether or not supplied bythe Company, and whether or not made, developed, and/or conceived by Executiveor by others in the employ of the Company. All originals and copies of any of the foregoing, relating to thebusiness of the Company, however and whenever produced, shall be the soleproperty of the Company, not to be removed from the premises or custody of theCompany without in each instance first obtaining written consent orauthorization of the Company.  Upon thetermination of Executive’s employment in any manner or for any reason,Executive shall promptly surrender to the Company all copies of any of theforegoing, together with any other documents, materials, data, information, andequipment belonging to or relating to the Company’s business and in hispossession, custody, or control, and Executive shall not thereafter retain ordeliver to any other person, any of the foregoing or any summary or memorandumthereof.

Section 11.                                      Notices.  All notices and other communicationshereunder shall be in writing and shall be deemed to have been given whendelivered or three (3) days after mailing if mailed by first-class, registered,or certified mail, postage prepaid, addressed (a) if to Executive: JamesH. Moore, 13924 E. Arrowleaf Lane, Spokane, WA 99206, and (b) if to the Company:President, Mines Management, Inc., 905 W. Riverside Ave. Suite 311, Spokane, WA99201, or to such other person(s) or address(es) as the Company shall havefurnished to Executive in writing.

Section 12.                                      Survival.   The rights and obligations of the partieshereto arising under Sections 6, 7, 8, 9, 10,11, 12, 13, 14, 15, 16, 17, 18,19, and 22 shall survive the termination or cancellation of thisAgreement for any reason.

Section 13.                                      Assignability.  If the Company shall be merged with, orconsolidated into any other corporation, or in the event that it shall sell andtransfer substantially all of its assets to another corporation, the terms ofthis Agreement shall inure to the benefit of, and be assumed by, thecorporation resulting from such merger or 

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consolidation, or to which the Company’s assets shall be sold andtransferred.  This Agreement shall not beassignable by Executive, but it shall be binding upon and to the extentprovided in Section 7 shall inure to the benefit of, his heirs,executors, administrators, and legal representatives.

Section 14.                                      EntireAgreement.  This Agreement containsthe entire agreement between the Company and Executive with respect to thesubject matter hereof and there have been no oral or other agreements of anykind whatsoever as a condition precedent or inducement to the signing of thisAgreement or otherwise concerning this Agreement or the subject matter hereof.This Agreement supersedes and replaces any prior agreements, promises, orunderstandings between the Company and Executive.

Section 15.                                      Expenses.  Each party shall pay its or his own expensesincident to the performance or enforcement of this Agreement, including allfees and expenses of its counsel for all activities of such counsel undertakenpursuant to this Agreement, except as otherwise herein specifically provided.

Section 16.                                      EquitableRelief.  Executive recognizes andagrees that the Company’s remedy at law for any breach of the provisions of Section 7hereof would be inadequate, and he agrees that for breach of such provisions,the Company shall, in addition to such other remedies as may be available to itat law or in equity or as provided in this Agreement, be entitled to injunctiverelief and to enforce its rights by an action for specific performance to theextent permitted by law.  If Executiveengages in any activities prohibited by this Agreement, he agrees to pay overto the Company all compensation, remunerations or property of any sort receivedin connection with such activities; such payment shall not impair any rights orremedies of the Company or obligations or liabilities of Executive that suchparties may have under this Agreement or applicable law.

Section 17.                                      Waivers andFurther Agreements.  Any waiver ofany terms or conditions of this Agreement shall not operate as a waiver of anyother breach of such terms or conditions or any other term or condition, norshall any failure to enforce any provision hereof operate as a waiver of suchprovision or of any other provision hereof, unless it, by its own terms,explicitly provides to the contrary, nor shall it be construed to effect acontinuing waiver of the provision being waived and no such waiver in any instanceshall constitute a waiver in any other instance or for any other purpose orimpair the right of the party against whom such waiver is claimed in all otherinstances or for all other purposes to require full compliance with suchprovision.  Each of the parties heretoagrees to execute all such further instruments and documents and to take allsuch further action as the other party may reasonably require in order toeffectuate the terms and purposes of this Agreement.

Section 18.                                      Amendments.  This Agreement may not be amended, nor shallany waiver, change, modification, consent, or discharge be effected except byan instrument in writing executed by or on behalf of the party against whomenforcement of any such waiver, change, modification, consent, or discharge issought.

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Section 19.                                      Severability.  If any provision of this Agreement shall beheld or deemed to be, or shall in fact be, invalid, inoperative, orunenforceable as applied to any particular case in any jurisdiction orjurisdictions, or in all jurisdictions or in all cases, because of the conflictof any provision with any constitution or statute or rule of public policy orfor any other reason, such circumstance shall not have the effect of renderingthe provision or provisions in question invalid, inoperative, or unenforceablein any other jurisdiction or in any other case or circumstance or of renderingany other provision or provisions herein contained invalid, inoperative, orunenforceable to the extent that such other provisions are not themselvesactually in conflict with such constitution, statute, or rule of public policy,but this Agreement shall be reformed and construed in any such jurisdiction orcase as if such invalid, inoperative, or unenforceable provision had never beencontained herein and such provision reformed so that it would be valid,operative, and enforceable to the maximum extent permitted in such jurisdictionor in such case.

Section 20.                                      Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

Section 21.                                      SectionHeadings.  The headings contained inthis Agreement are for reference purposes only and shall not in any way affectthe meaning or interpretation of this Agreement.

Section 22.                                      GeneralProvisions.

(a)                                           Executivefurther agrees that his obligations under Sections 9 and 10 ofthis Agreement shall be binding upon him irrespective of the duration of hisemployment by the Company, the reasons for any cessation of his employment bythe Company, or the amount of his compensation and shall survive thetermination of this Agreement (whether such termination is by the Company, byExecutive, upon expiration of this Agreement or otherwise).

(b)                                          Executiverepresents and warrants to the Company that he is not now under any obligationsto any person, firm, or corporation, and has no other interest that isinconsistent or in conflict with this Agreement, or that would prevent, limitor impair, in any way, the performance by him of any of the covenants or dutiesin his employment.

Section 23.                                      Gender.  Whenever used herein, the singular numbershall include the plural, the plural shall include the singular, and the use ofany gender shall include all genders.

Section 24.                                      Governing Law.  This Agreement shall be governed by andconstrued and enforced in accordance with the law of Washington.  Venue for any action arising from or inconnection with this Agreement shall be in Spokane County, Washington.

***Signature Page Follows.***

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IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first above written.
|        | **MINES MANAGEMENT, INC.** |
|--------|----------------------------|
|   | ** **                 |
|   | ** **                 |
|   | By:                        | /s/ | Glenn M. Dobbs |
|   | Name:                      | Glenn M. Dobbs |
|   | Title:                     | President and Chief Executive Officer |
|   |                       |   |
|   |                       |   |
|   | **EXECUTIVE:**             |
|   | ** **                 |
|   | ** **                 |
|   | /s/ James H. Moore         |
|   | James H. Moore             |

 

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