ex104.htm


    MEXUS
GOLD U.S.

    1805 N.
Carson Street

    Box
150

    Carson
City, Nevada 89701

    


    October
20, 2009

    


    


    Mexus
Gold Mining, S.A. de C.V.

    Jose S.
Healy 271-A Entre 14 de Abril y Monteverde

    Colonai
Balderrama

    Herrmosillo,
Sonora 83180

    Mexico

    


    Mexus
Mineral Exploration U.S.

    1805 N.
Carson Street

    Box
150

    Carson
City, Nevada 89701

    


    Re:  Agreement
for the Option to Purchase Shares of Mexus Gold Mining, S.A. de C.V. and
Liquidation of Debt

    


    Gentlemen:

    


    This
letter when executed by you will evidence our mutual agreement that Mexus Gold
U.S. has the option, at its sole discretion and subject to the satisfaction of
the conditions set forth in this letter, to acquire shares of Mexus Gold Mining,
S.A. de C.V. representing ninety-nine percent of the issued and outstanding
shares of Mexus Gold Mining, S.A. de C.V. in exchange for forty million
restricted shares of Mexus U.S. common stock, being twenty million restricted
shares of Mexus Gold U.S. common stock for the option to purchase and twenty
million shares of restricted shares of Mexus Gold U.S. common stock for the
exercise of the Option to Purchase Shares of Mexus Gold Mining, S.A. de
C.V.

     
 

    It is our
understanding the terms, conditions, covenants and other provisions of our
agreement are as follows:

    


    Mexus
Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands
which are either patented land ownership or concession agreements in the State
of Sonora, Mexico, to which Exhibit “A” is a listing of those lands with further
description.

    


    Inasmuch
as Mexus Gold Mining, S.A. de C.V. has incurred debt payable to Mexus Mineral
Exploration U.S. during the course of its exploration and evaluation of the
lands described in Exhibit “A” and that Mexus Gold Mining, S.A. de C.V. desires
to liquidate the debt payable to Mexus Minerial Exploration U.S.

    


    


    


    Therefore,
our understanding of the agreement is as follows:

    


    
      	
              1.  

            	
              Mexus
      Gold Mining, S.A. de C.V. grants to Mexus Gold  U.S. an option
      to purchase ninety-nine percent of the authorized and issued common stock
      of Mexus Gold Mining, S.A. de C.V.  The option price shall be
      twenty million restricted shares of Mexus Gold U.S. common stock which
      will be paid under the terms of Item 3.
below.

            


    

    
      	
              2.  

            	
              The
      Option Period will be for a period of time expiring one hundred eighty
      days from the date of acceptance of this letter by Mexus Gold Mining, S.A.
      de C.V. provided, however, Mexus Gold U. S. may extend the Option Period
      for such additional time as may be necessary to allow Mexus Gold Mining,
      S.A. de C.V. to use commercially reasonable best efforts to timely satisfy
      the conditions provided in this
letter.

            


    

    
      	
              3.  

            	
              Mexus
      Mineral Exploration U.S. will assign its right, title and interest in the
      debt now outstanding and payable to Mexus Mineral Exploration U.S. by
      Mexus Gold Mining,S.A. de C.V. to Mexus Gold U.S. on the issuance of
      twenty million restricted shares of Mexus Gold U.S. common stock to Mexus
      Mineral Exploration U.S. The issuance of restricted shares of Mexus Gold
      U.S. common shares under this provision represents full satisfaction of
      the obligation described in Item 1.

            


    

    
      	
              4.  

            	
              Mexus
      Gold Mining, S.A. de C.V. owns equipment suitable for exploring for
      precious mineral deposits or extracting and processing mineral ores for
      the purpose of sale of such refined product, Exhibit “B” further describes
      the equipment.  Mexus Gold Mining, S.A. de C.V. agrees to
      maintain the equipment listed on Exhibit “B” in good working order and
      free of any lien, assessment or claim of indebtedness of any kind or
      nature.

            


    

    
      	
              5.  

            	
              That
      Mexus Gold Mining, S.A. de C.V. will cause using commercially reasonable
      best efforts timely an examination of its financial records and accounts
      for the purpose of obtaining an opinion of its financial statements by
      public accountants acceptable to the standards required for financial
      reporting purposes in the United States of
  America.

            


    

    
      	
              6.  

            	
              Subject
      to the financial report presented by Mexus Gold Mining, S.A. de C.V. to
      Mexus Gold U.S. closing of the Option Period will
      commence.   Mexus Gold U.S. agrees to issue to Mexus Gold
      Mining, S.A. de C.V. twenty million restricted shares of the Company’s
      common stock in exchange for ninety-nine percent of the issued and
      outstanding shares of Mexus Gold Mining, S.A. de
  C.V.

            


    

    


    


    If this
letter describes your understanding of our agreement please indicate your
approval by signing in the space provided below and return one copy of this
letter to us.

    


    
 

    Sincerely,

    Mexus
Gold U.S.

    


    /s/ Paul
D. Thompson

    _________________________

    Paul D.
Thompson, Chairman of the Board of Directors

    


    


    Agreed to
and accepted this 20th day
of October, 2009:

    Mexus
Gold Mining, S.A. de C.V.

    


    /s/ Paul
D. Thompson

    _________________________

    Paul D.
Thompson, Authorized Representative

    


    Agreed to
and accepted this 20th day of October, 2009:

    Mexus
Mineral Exploration U.S.

    


    /s/ Paul
D. Thompson

    _________________________

    Paul D.
Thompson, Authorized Representative

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A Property

    


    
      	
              Tres
      Setena

            	 
      	
              Title
      no# 183646

            
	
              La
      Platosa

            	 
      	
              Title
      no#224728

            
	
              El
      S Corpion

            	 
      	
              Title
      no# 224727

            
	
              Sanranon

            	 
      	
              Title
      no# 194785

            
	
              Los
      Laurelps

            	 
      	
              Title
      no# 220294

            
	
              Ocho
      Hermanos

            	 
      	
              Title
      no# 191058

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
B Equipment

    


    1-Falcon
concentrator Model SB38

    1-Double
Deck Shaker Screen with built in Surge Tank

    1-Gx8
Electric Pump

    1-Top
Feed Surge Tank and Plumbing

    1-Auto
Electric Control Panel for Falcon, Pumps, etc.

    1- Cat D9
Dozer

    1- A35
Volvo 6x6 Dump

    1- A25
Volvo 6x6 Dump

    1- Cat
769 Ridged

    1- Cat
12G Motor Grader

    1- 330L
Cat Loader 1-980C Cat Excavator

    1- 980C
Cat Loader

    1- 25KW
Generator Plant

    1- 10KW
Generator Plant

    2- 7.5 KW
Four Light Generator/Light Plant

    1-
Magnetic Conveyor Black Sand Separator

    1- Black
sand Dryer

    1- 40’
Van Storage Trailer/Shop

    1- 6”X 8”
Electric Centrifugal Pump. 60HP