EXHIBIT 4.21

                                AGREEMENT BETWEEN
         RECURSOS DE LO ANDES S.A.C., COMPANY'S WHOLLY-OWNED SUBSIDIARY,
                       AND CARLOS MARTIN THOMPSON PALACOOS
                               DATED MAY 11, 2005





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[COPY OF AN  AGREEMENT  CERTIFIED BY A NOTARY,  BEARING THE  NOTARY'S  STAMP AND
INITIALS AND THE STAMP OF THE SOCIETY OF NOTARIES PUBLIC OF LIMA, PERU]


                             NOTARIAL CERTIFIED COPY
                               FREDDY CRUZADO RIOS
                               NOTARY PUBLIC, LIMA


NUMBER SEVEN HUNDRED AND FOURTEEN
Public Deed in respect of the  Assignment  and Transfer  Option of Mining Rights
Agreement  executed by CARLOS MARTIN THOMPSON  PALACIOS in favour of RECURSOS DE
LOS ANDES, S.A.C.
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                                  INTRODUCTION

IN THE CITY OF LIMA,  PERU,  ON THE ELEVENTH DAY OF MAY IN THE YEAR TWO THOUSAND
AND FIVE, BEFORE ME, FREDDY SALVADOR CRUZADO RIOS, a Lawyer and Notary Public in
and for this Province,  bearer of National Identity  Document No. 17847136,  Tax
Roll Number  10173471383,  Registered in the Notaries Public Association of Lima
under No. 151,  with offices  located at 844  Comandante  Espinar  Ave.,  second
floor, Miraflores,  Lima, the following parties APPEAR before me acting on their
own name and behalf:
CARLOS MARTIN THOMPSON PALACIOS,  Peruvian, who identifies himself with National
Identity Document No. 09550940,  businessman,  single, with domicile established
for this purpose at No. 1186 Jorge Basadre, San Isidro,  Province and Department
of Lima; and for the other party RECURSOS DE LOS ANDES S.A.C.  identified by Tax
Roll Number 20509678325,  with domicile  established for this purpose at No. 130
Miguel Dasso Street, Suite 207, District of San Isidro,  Province and Department
of Lima,  duly  represented by its General  Manager,  Mr. JAIME MARIO BLAS SOLDI
SOLDI,  Peruvian,  identified  with  National  Identity  Document No.  07787342,
businessman, married, who intervenes in this act in the performance of the power
conferred upon him and registered under 11685520 of the Register of Companies of
Lima. I hereby state that I have  identified  the parties with their  respective
personal documents,  and that they are competent and knowledgeable in the use of
the Spanish  language and act in the exercise of their civil rights,  having the
legal capacity,  sufficient knowledge and complete freedom to do so; I attest to
all of the  foregoing  as I have  posed  to  them  the  pertinent  questions  in
accordance  with the Notary Public Act. They have  submitted to me a duly signed
draft  agreement  so that its  contents  may be raised to the status of a Public
Instrument.  This agreement is added to the  respective  file under number seven
hundred and fourteen and literally says:


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MR. NOTARY:

PLEASE ENTER into your Register of Public Deeds,  this instrument  recording the
Agreement and Transfer  Option of Mining Rights which is executed by and between
Mr. Carlos Martin  Thompson  Palacios,  identified with NID No.  09550940,  with
domicile established for this purpose at No. 1186 Jorge Basadre, District of San
Isidro,  Province and Department of Lima; and on the other hand, Recursos de los
Andes,  S.A.C.,  identified  with  Tax  Roll  No.  20509578325,   with  domicile
established  for this  purpose at No. 130 Miguel  Dasso  Street,  Suite 207, San
Isidro  District,  Province and  Department  of Lima,  duly  represented  by its
general  manager  Mr.  Jaime  Mario Blas Soldi  Soldi,  Identified  with NID No.
07787342,  pursuant to the powers  conferred  upon him as  registered  under No.
11635520 of the Register of Companies of Lima, who hereinafter shall be referred
to as the  Owner  and  Recursos  respectively,  under  the  following  terms and
conditions:

FIRST: The Owner is the registered owner of the mineral mining concessions known
as: Paquita 2004, with a surface area of 100 has., INACC(1) Code 01-02330-04 and
B)  Paquita  Dos  2004,  surface  area 700 has,  INACC  Code  01-02331-04.  Both
concessions  are located in the district of Velille,  Province of  Chumbivilcas,
Department of Cusco.  The above mentioned  concessions are registered under Nos.
11037284 and 11037285 of the Mining Rights Registry of Cusco.

SECOND:  By this  instrument the parties  mutually agree to execute an agreement
for the assignment and transfer option of mining rights whereby the Owner grants
Recursos  a  transfer  option  and  exclusively  assigns  to it the  rights  the
concessions listed in the previous clause,  for the purposes of exploration,  so
that Recursos may proceed to carry out the mining  exploration  and  prospecting
activities it deems pertinent and, as a result of such activities,  to enable it
to purchase the  concessions by executing a definitive  transfer  agreement.  By
this act,  Recursos  assumes all the rights and  obligations  of the Owner,  and
Recursos shall be solely responsible for the payments that may become due during
the effective period of this agreement to maintain  effective the mining rights,
and must carry out the work in accordance with the prevailing  mining safety and
health regulations and environmental regulations.

THIRD:  The effective term of this agreement is four years counted from the date
of execution of this  instrument,  and such term is mandatory  for the Owner and
optional for Recursos, who may terminate the agreement at any time, by sending a
notarial  letter to the Owner to this  effect.  The  parties  shall  execute and

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(1) INACC -  Instituto  Nacional  de  Concesiones  y Catastro  Minero  (National
Institute of Concessions and Mining Properties) Translator's note.

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formalize  the  respective  termination  agreement  within a  period  of time of
fifteen calendar days counted from receipt of said notarial  communication.  All
expenses that may be incurred in the termination process shall be for account of
Recursos.

FOURTH:  In  compensation  for the  assignment of mining rights  subject of this
agreement,   Recursos   undertakes  to  invest  the  following  amounts  in  the
prospecting and exploration work: A) First year, US $50,000.00,  B) Second year,
US $200,000, C) Third year, US $500,000.00 and D) Fourth year, US $750,000.00.

The Owner  authorizes  Recursos to invest  larger  sums than the minimum  annual
amounts  established  above. In this case, the excess invested in one year shall
be  counted as part of the  amount  agreed  upon for the  following  years.  The
investments will be audited and/or verified by the Owner.

In  respect  of the  option  right,  Recursos  undertakes  to pay the  Owner the
following  sums:

A) US $15,000.00 on the date of execution of this agreement
B) US $20,000.00 on the date of the first anniversary of the effective period of
   this agreement.
C) US $ 25,000.00 on the date of the second  anniversary of the effective period
   of this agreement.
D) US $40,000.00 on the date of the third  anniversary  of the effective term of
   this agreement.
E) US $50,000.00 on the date of the fourth  anniversary of the effective term of
   this agreement.

The amounts  indicated above total US $150,000.00 and if Recursos decides not to
exercise  the  transfer  option,  these  amounts  are not  reimbursable.  Should
Recursos  exercise  the option,  these  amounts  will form part of the  transfer
price.

FIFTH:  The parties  mutually agree that should  Recursos decide to exercise the
agreed upon option at any time during the effective term of this agreement,  the
transfer price of the mining rights is US  $150,000.00  plus 4% per annum of the
NSR (Net Smelter Return), which the parties expect to be US $1,500,000.00;  this
amount shall be paid in scaled annual instalments as follows:

A) US $300,000.00, on the date of execution of the transfer agreement
B) US  $400,000.00,  on the first  anniversary  of the execution of the transfer
   agreement;
C) US  $400,000.00,  on the second  anniversary of the execution of the transfer
   agreement,
D) US  $400,000.00,  on the third  anniversary  of the execution of the transfer
   agreement

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The agreed upon price covers both concessions.
The decision to exercise the option shall be notified to the Owner by a Notarial
letter. The parties undertake to execute and formalize the respective  Agreement
of  Transfer  of  Mining  Rights  within  fifteen  days  after   receiving  such
notification.  All expenses that may arise in this respect shall run for account
of Recursos.

SIXTH: The following are grounds for termination of this agreement:

A) Recursos' failure to invest any of the amounts agreed in compensation for the
   assignment of mining rights, on the indicated dates.
B) Recursos'  failure to comply  with the  payments  of the  amounts  agreed in
   respect of the option on the mining rights on the indicated dates.
C) Recursos'  failure to comply with the  obligations  established by the Mining
   Act, without detriment to being also  liable for the  respective  damages and
   sanctions that may be applicable on the grounds of its performance.

SEVENTH: If the concessions subject of this agreement were terminated by reasons
attributable to Recursos,  Recursos undertakes to pay, as a penalty, 100% of the
amount agreed upon as the price for the transfer of the mining rights. Likewise,
if Recursos fails to pay the annual investments agreed upon during the effective
period  of the  assignment  of mining  rights,  Recursos  shall be liable  for a
penalty  equivalent to 5% per month of the amount agreed upon for the respective
period, until the promised investment is made, or the agreement is rescinded.

EIGHTH: Obvious political  instability,  localized social conflicts or any other
act  beyond the will and  control of the  parties  that  impedes or hinders  the
normal  development of the prospecting  and  exploration  work that Resources is
entitled to carry out under to the terms of this  Agreement,  shall be deemed to
be acts of force  majeure.  In this  case,  notwithstanding  the  suspension  of
contractual  terms,  the parties  shall meet to  determine  what steps should be
taken, unless Recursos decides to terminate the agreement.

NINTH:  Recursos may assign its  contractual  position under this  instrument in
favour of a third  party,  and the sole  obligation  of such  third  party is to
assume  all the rights and  obligations  that  Recursos  has  assumed  under the
provisions of this Agreement.

TENTH:  Any conflict  between the parties  regarding the validity,  performance,
interpretation   or  application  of  this  Agreement,   shall  be  resolved  by
arbitration.  The arbitration  process shall be carried out in Lima, in Spanish,
subject to the regulations of the General Law of Arbitration No. 26572.


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For  this  purpose,  the  parties  shall  come  to an  agreement  regarding  the
composition  of the  arbitration  panel to which  they  shall  be  subject.  The
arbitration award shall be binding and non-appealable to the parties.

ELEVENTH:  This  agreement  shall  become  effective on the date it is executed,
notwithstanding  the date when the parties  formalize  it and register it in the
appropriate  register.

Lima, April 11, 2005

[illegible signature] CARLOS MARTIN THOMPSON PALACIOS, OWNER

[illegible  signature]  for  RECURSOS DE LOS ANDES  S.A.C.  Jaime  Soldi  Soldi,
General Manager. Lawyer who authenticates the draft agreement:  Catalina Tomatis
Chiappe, License CAL 4649.

                                   CONCLUSION

I hereby certify that this document has been  formalized and read to the parties
who affirm and ratify its contents; so they said, granted, signed it and stamped
their fingerprints: Carlos Martin Thompson Palacios, signed; for Recursos de los
Andes, S.A.C.,  signed Jaime Mario Blas Soldi Soldi, General Manager.  This Deed
starts on page two thousand  thirty  three and ends on page two thousand  thirty
five;  the process of having all the parties sign this deed was finalized on the
eleventh day of May in the year two  thousand  and five. I hereby  attest to all
the above: signed:  Carlos Martin Thompson Palacios;  for Recursos de los Andes,
S.A., signed, Jaime Mario Blas Soldi Soldi, General Manager.  Signed: Dr. Freddy
Salvador Cruzado Rios, Notary Public. This I attest.



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I HEREBY  CERTIFY that this  instrument is a true copy of the  original,  Public
Deed No. 714, dated  11.05.2005  which is written from page two thousand  thirty
three  three  to two  thousand  thirty  five;  signed  by all  the  parties  and
authorized by myself.

Lima, May 11, 2005

I hereby  issue this  certified  copy at the  request of Jaime  Mario Blas Soldi
Soldi

                           [illegible signature]


[Notary's stamp, Notary's Office stamp and Association of Notaries Public Stamp]





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