Filed by sedaredgar.com - Silverstar Mining Corp. - Exhibit 10.4






MINING VENTURE AGREEMENT

BETWEEN

NEW JERSEY MINING COMPANY

AND 

SILVERSTAR MINING CORP.

made

MARCH 31, 2008




THIS MINING VENUTRE AGREEMENT made March 31, 2008 between:

NEW JERSEY MINING COMPANY, an Idaho corporation (“NJMC”) 

- and -

SILVERSTAR MINING CORP., an Idaho corporation (“Silverstar”)

     WHEREAS NJMC owns certain
unpatented mining claims comprising the Silver Strand Property subject to a Net
Smelter Royalty; and

WHEREAS NJMC has an approved Plan of Operations with the U.S.
Forest Service; and

     WHEREAS NJMC and Silverstar wish
to enter into this Agreement to establish a venture for the purpose of exploring
and mining the Silver Strand Property as permitted by the existing Plan of
Operations or any future plan of operations;

     NOW THEREFORE in consideration of
the covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

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ARTICLE I

INTERPRETATION

Definitions

1.1 In this Agreement, unless something in the subject matter
or context is inconsistent therewith:

     (a) “Affiliate” means any
person, partnership, joint venture, corporation or other form of enterprise
which directly or indirectly controls, is controlled by, or is under common
control with, and Participant to this Agreement. For purposes of the preceding
sentence, “control” means possession, directly or indirectly, or the power to
direct or cause direction of management and policies through ownership of voting
securities, contract, voting trust or otherwise.

     (b) “Agreement” means this
Venture Agreement, including all amendments and modification thereof, and the
Mining Leases which are incorporated herein by this reference.

     (c) “Assets” means the
Property, Products, contractual Rights, and all other real and personal
property, tangible and intangible, now or hereafter held for the benefit of the
Participants hereunder. 

     (d) “Development” means all
preparation for the removal and recovery of Products, including the construction
or installation of any improvements and the procurement of the materials, tools,
equipment, machinery and supplies to be used for the mining, handling, milling,
processing or other beneficiation of Products. 

     (e) “Investigations” means all
activities directed toward ascertaining the existence, location, mineability,
continuity, quantity, quality or commercial value of deposits of Products. 

     (f) “Initial Contribution”
means the contribution each Participant has made or agrees to make pursuant to
Sections 5.1, 5.2, and 5.3.

     (g) “Joint Account” means the
books of account maintained by the Manager for the Participants showing the
charges and credits accruing to the Participants and maintained in accordance
with generally accepted accounting procedures. 

     (h) “Manager” means NJMC or any
person or entity appointed as successor Manager under the terms of the
Agreement.

     (i) “Mining” means the mining,
extracting, producing, handling, milling, or other processing of Products.
“Mining Rights” mean the legal capability of conducting “Mining.”

     (j) “NJMC” means New Jersey
Mining Company

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     (k) “MSD” means Mine Systems
Design, Inc.

     (l) “Net Proceeds” means the
gross proceeds generated from the Property during a specified period less all
expenses allocable under generally accepted accounting procedures to the
generation of said gross proceeds.

     (m) “Operations” means the
activities carried out under this Agreement.

     (n) “Operating Costs” means all
costs of operations categorized as such by generally accepted accounting
principles, including taxes, royalties, and other levies (except for federal,
state, or local income taxes), mine operation costs, mine maintenance costs,
mill operation costs, mill maintenance costs, plan services costs and
administration expenses, but excluding any charges for depreciation, depletion,
or amortization or any reserve for reclamation.

     (o) “Participant” and
“Participants” mean the persons or entities that from time to time have a
Participating Interest(s), and which, for present purposes, consist of NJMC, and
Silverstar.

     (p) “Participating Interest”
means the percentage interest representing the operating ownership of interest
of a Participant in Assets, and all other rights and obligations rising out of
this Agreement.

     (q) “Silverstar” means Silverstar
Mining Corp.

     (r) “Prime Rate” means the annual
interest rate quoted as such from time to time by the Bank of America, at its
head office, as said rate may change from day to day.

     (s) “Products” means all ores,
minerals, concentrates and mineral resources produced from the property under
this Agreement.

     (t) “Property” means those
unpatented claims listed in Exhibit A.

     (u) “Transfer” means sell, grant,
assign, encumber, pledge or otherwise dispose of.

     (v) “Venture” means the business
arrangement of the Participants under this Agreement.

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Schedules

1.2 The following are the Schedules annexed hereto and
incorporated by reference and deemed to be part hereof:

Exhibit A - List of unpatented claims
comprising the Property; and

Exhibit B - Copy of Plan of Operations
and USFS Decision.

Currency

1.3 All references to currency herein are to lawful money of
the United States of America.

Accounting Principles

1.4 Wherever in this Agreement reference is made to generally
accepted accounting principles, such reference shall be deemed to be to the
generally accepted accounting principles applicable in the United States of
America and applicable as at the date on which such calculation is made. 

Time is of the Essence

1.5 Time shall be of the essence of this Agreement.

Benefit of the Agreement

1.6 This Agreement shall inure to the benefit of and be binding
upon the respective successors and permitted assigns of the parties hereto.

Entire Agreement

1.7 This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreements between the parties hereto
with respect thereto. There are no representations, warranties, terms,
conditions, undertakings, or collateral agreements, express, implied, or
statutory, between the parties other than as expressly set forth in this
Agreement. 

Amendments and Waiver

1.8 No modification of or amending to this Agreement shall be
valid or binding unless set forth in writing and duly executed by all of the
parties hereto (including any Participants subsequently added to this Agreement)
and no waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided, shall be limited to the
specific breach waived.

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Governing Law

1.9 This Agreement shall be governed by and construed in
accordance with the laws of the State of Idaho.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Capacity of Participants

2.1 Each of the Participants represents and warrants to each of
the other Participants as follows:

     (a) it is a corporation duly
incorporated and in good standing in its jurisdiction of incorporation and is
qualified to do business and is in good standing in each of those jurisdictions
where necessary in order to carry out the purposes of this Agreement;

     (b) it has the capacity to enter
into and perform this Agreement and all transactions contemplated herein and
that all corporate and other actions required to authorize it to enter into and
perform this Agreement have been properly taken;

     (c) it will not breach any other
agreement or arrangement to which it is a party or by which it is bound,
including, without limitation, by entering into or performing this Agreement;
and

     (d) this Agreement has been duly
executed and delivered by it and is valid and binding upon it in accordance with
its terms.

Mining Rights

2.2 NJMC represents and warrants to Silverstar that:

     (a) It is the Owner of the
Property shown in Exhibit A; and

     (b) NJMC has an approved Plan of
Operations with the U.S. Forest Service for a seasonal, underground mining
operation on the Property, and

     (c) NJMC is entitled, and has
full right and authority, to assign, sell, and/or grant percentage interests of
the Mining Rights.

Survival

2.3 The representations and warranties set forth above shall
continue for the benefit of the parties to whom they are given for the term of
this Agreement.

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ARTICLE III

PURPOSES AND TERM

General

3.1 NJMC and Silverstar hereby enter into this Agreement for
the purposes hereinafter stated, and each of them agree that all of their rights
relative to the Property and all of the Operations on or in connection with the
Property shall be subject to and governed by this Agreement.

3.2 This Agreement is entered into for the following purposes
and for no others, and shall serve as the exclusive means by which the
Participants, or either of them, accomplish such purposes: 

     (a) to conduct Investigations
within the Property;

     (b) to obtain permits,
authorizations and approvals for the Development of the Property and for Mining
Operations thereon;

     (c) to engage in Development and
Mining Operations on the property;

     (d) to engage in the marketing of
Products; and

     (e) to perform any other activity
necessary, appropriate, or incidental to any of foregoing. 

Limitation

3.3 Unless the Participants otherwise agree in writing, the
Operation shall be limited to the purposes described in Section 3.2, and nothing
in this Agreement shall be construed to enlarge such purposes.

Effective Date and Term

3.4 The effective date of this Agreement as between NJMC and
Silverstar shall be March 31, 2008. The term of this Agreement shall be for so
long as Products are produced from the Property or any reclamation or
rehabilitation of the Property following cessation of Development and Mining
thereon is continuing, unless the Agreement is earlier terminated as herein
provided.

Financial Year

3.5 The financial year of the Venture shall be the calendar
year.

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ARTICLE IV

RELATIONSHIP OF THE PARTICIPANTS

No Partnership

4.1 Nothing contained in this Agreement shall be deemed to
constitute any of the Participants, or any combination thereof, the partner of
any of the others, or any combination thereof, or, except as otherwise herein
expressly provided, to constitute any of the Participants the agent or legal
representative of any of the others, or to create any fiduciary relationship
between them. It is not the intention of the Participants to create, and this
Agreement shall not be construed to create, any mining, commercial or other
partnership. None of the Participants shall have any authority to act for or to
assume any obligation or responsibility on behalf of any of the other
Participants, except as expressly provided herein. The rights, duties,
obligations and liabilities of the Participants shall be several and not joint
or elective. Each Participant shall be responsible only for its obligations as
herein set out and shall be liable only for its share of the costs and expenses
as provided herein, it being the express purpose and intention of the
Participants that their ownership of Assets and the rights acquired hereunder
shall be as tenants in common. Each Participant shall indemnify, defend and hold
harmless each of the other Participants, and their respective directors,
officers, employees, agents and attorneys from and against any and all losses,
claims, damages and liabilities arising out of any act or losses, claims,
damages and liabilities arising out of any act or any assumption of liability by
the indemnifying Participant(s), or any of its/their directors, officers,
employees, agents and attorneys done or undertaken, or apparently done or
undertaken, on behalf of the other Participant(s), except pursuant to the
authority expressly granted herein or as otherwise agreed in writing between the
Participants.

Other Business Opportunities

4.2 Except as expressly provided in this Agreement, each of the
Participants shall have the right independently to engage in and receive full
benefits from business activities, whether or not competitive with the
Operations, without consulting the other. The doctrines of “corporate
opportunity” or “business opportunity” shall not be applied to any other
activity, venture, or operation of any Participant, and no Participant shall
have any obligation to the others with respect to any opportunity to acquire any
property not subject to the Mining Leases.

Waiver of Right to Partition

4.3 The Participants hereby waive and release all rights of the
partition, or of sale in lieu thereof, or other division of Assets, including
any such rights provided by statute.

Implied Covenants

4.4 There are no implied covenants contained in this Agreement
other than those of good faith and fair dealing.

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ARTICLE V

INITIAL CONTRIBUTIONS AND ACQUISION OF PROPERTY

NJMC’s Initial Contribution

5.1 To earn its initial Participating Interest, NJMC hereby
agrees that 50% of its Mining Rights and Property shall be exercised on behalf
of the Venture.

Silverstar’s Acquisition of Part of the Mining
Rights

5.2 Silverstar agrees to pay NJMC a sum of $500,000 for 50% of
the Mining Rights and Property. To complete the payment of the $500,000 sum,
Silverstar agrees to pay NJMC $120,000 upon the signing of this Agreement, the
receipt of which is hereby acknowledged, and $150,000 on or before April 30,
2008, and $230,000 on or before May 30, 2008.

Silverstar’s Initial Contribution

5.3 To earn its initial Participating Interest, Silverstar
shall contribute 50% of the Reclamation bond held as a Treasury Bill, the
receipt of which is due on or before May 30, 2008, for the benefit of the
Venture. Silverstar agrees that its 50% of the Mining Rights and Property shall
be exercised on behalf of the Venture.

Available Net Proceeds

5.3 Available Net Proceeds shall mean the amount, if any, by
which revenue received or deemed received by the Participants from Operations
during the applicable period exceeds: (i) Operation Costs related to such
Operations, (ii) Expenditures paid during such period, and (iii) any principle
or interest payments required to be made during such period on any project
financing. For this purpose revenue from Operations shall mean the amount of
money received or deemed to be received by the Participants from the sale of any
Product or Assets.

Additional Cash Contributions

5.4 In addition to making the respective Initial Contributions,
the Participants, shall be obligated to contribute any required funds deemed
necessary by the Manager in proportion to their respective Participating
Interests.

Application of Revenues

5.5 To provide for the efficient financing of Operations, it is
agreed that all revenues from the sale of Product by or on behalf of the
Participants shall be paid on behalf of the Participants directly to the Manager
and the amount thereof credited to each Participant in the Joint Account. Cash
standing to the credit of a Participant in the Joint Account, whether from such
revenues or from cash calls or otherwise, shall be applied by the Manager on
behalf of such Participant as follows:

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     (i)
first, in satisfaction of such Participant’s share of all costs of
Operations;

     (ii)
second, in reimbursement of any and all advances made on the Participant’s
behalf by any other Participant(s) pursuant to Section 6.3. In the event
insufficient revenue is available to reimburse all advances made on the
Participant’s behalf, then said advances shall be reimbursed in the order they
were made, with the oldest advance being reimbursed first. In the event that
insufficient revenue is available to fully reimburse the advances of two or more
Participants who have made advances being of equal age, then said Participants
shall be reimbursed for the available revenue, to the extent possible, in
proportion to the dollar amounts of their respective advances. For example, if B
and C contemporaneously advance $4,000 and $6,000, respectively, on behalf of A,
and A now owes B and C $8,000 and 12,000, respectively, pursuant to Section 6.3,
but A only has $8,000 of available revenue on account to be distributed under
this subsection, then B shall receive 40%, and C shall receive 60%, of A’s
available revenue under this subsection; and

     (iii)
third, the balance as an allocation and distribution to the Participants in
accordance with and in proportion to their respective Participating Interests.


ARTICLE VI

INTERESTS OF PARTICIPANTS

Initial Participating Interests

6.1 The Participants shall have the following initial
Participating Interests:


	NJMC 	- 	50% 
	Silverstar 	- 	50% 



Changes in Participating Interest

6.2 A Participant’s Participating Interest is alienable as
follows:

     (a) by a voluntary sale,
conveyance, or transfer of all Participant’s Initial Participating Interest, or
any fraction thereof, provided that any party taking by any such sale,
conveyance, or transfer will take such Participating Interest subject to the
terms, including all rights and obligations, of this Agreement; and

     (b) in the event of a default by
the Participant in making its contribution to operations, followed by an
election by the other Participant(s) to pursue its remedies in accordance with
Section 6.4.

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Default in Making Contributions

6.3 In the event a Participant defaults in making a
contribution or cash call required by operations, the non-defaulting
Participant(s) may advance the defaulted contribution on behalf of the
defaulting Participant. Any Participant(s) who advances a defaulted contribution
on behalf of a defaulting Participant shall be reimbursed by the defaulting
Participant in an amount equal to two (2) times the amount advanced, said
reimbursement to be paid from any cash standing to the credit of the defaulting
Participant in the Joint Account pursuant to Section 5.6 (ii).

Rights Upon Default

6.4 Each Participant hereby grants to all other Participants
liens upon its interests in the Property and security interests in its rights
under this Agreement and in its Participating Interest in other Assets, and the
proceeds therefrom, to secure any advance made on a Participant’s behalf by a
non-defaulting Participant(s), as well as any interest, reasonable attorney
fees, or other costs and expenses which are recoverable at law or in equity upon
an action to enforce such a lien or security interest. A non-defaulting
Participant may elect to pursue any available remedy. To the extent a
Participant has a lien or security interest under applicable law, it shall also
be entitled to its rights and remedies at law and in equity. Provided, however,
that in the event a Participant has made an advance of a defaulted contribution
on behalf of a defaulting Participant pursuant to Section 6.3, and in the event
the non-defaulting Participant has not been fully reimbursed in accordance with
Section 5.6 (ii) or otherwise, the non-defaulting Participant may not recover on
any lien or security interest granted by the defaulting Participant unless such
advance, or any part thereof, has been outstanding and unreimbursed for a period
of not less than two (2) years. In the event an advance by a non-defaulting
Participant has not been reimbursed within two (2) years, and in the event the
non-defaulting Participant elects to pursue its remedies under this Section
,then all prior advances by the non-defaulting Participant shall be accelerated
and immediately due, regardless as to whether or not all such advances have been
unreimbursed for less than two (2) years. All remedies, available at law, in
equity, and under this Section 6.4, shall be cumulative. The election of one or
more remedies shall not waive the election of any other remedies. 

ARTICLE VII

THE MANAGER

Appointment

7.1 NJMC is hereby appointed as Manager of the Venture.

Duties and Responsibilities

7.2 Subject to any specific restrictions contained herein, the
Manager shall have overall authority for the management and supervision of the
Operations. Without limiting the generality of the foregoing:

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     (a) the Manager shall propose and
carry out any and all Development, Investigations, Mining, and Operations as
contemplated herein;

     (b) the Manager shall make or
arrange for all payments required by leases, licenses, permits, contracts, and
other agreements related to the Assets and pay all taxes, assessments and like
charges on Operations and Assets except any taxes determined or measured on a
Participant’s share of net proceeds, if any;

     (c) the Manager shall apply for
all necessary permits, licenses and approvals and comply with applicable
federal, state and local laws and regulations;

     (d) the Manager shall prosecute
and defend all litigation or administrative proceedings arising out of
Operations;

     (e) the Manager shall arrange for
any applicable insurance respecting Assets and Operations for the benefit of the
Participants in accordance with industry practice;

     (f) the Manager shall have the
right to carry out the responsibilities hereunder through any agents,
affiliates, consultants, or independent contractors;

     (g) The Manager shall pay all
claim fees and shall timely record with the appropriate county and file with the
appropriate United States agency all necessary paperwork to maintain unpatented
claims, which are part of the Property, in good standing;

     (h) the Manager shall keep and
maintain all required accounting and financial records relating to operations
and in accordance with generally accepted accounting principles; and

     (i) the Manager shall undertake
all other activities reasonably necessary to fulfill the foregoing.

The Manager shall not be in default of any duty under this
Section 7.2 if its failure to perform results from the failure of the
non-managing Participant(s) to perform acts or to contribute amounts required of
it by this Agreement.

Standard of Care

7.3 The Manager shall conduct all Operation in accordance with
generally accepted mining and other applicable industry standards and practices,
and in accordance with the terms and provisions of leases, licenses, permits,
contracts, and other agreements pertaining to Assets. The Manager shall not be
liable to the non-managing Participant(s) for any act or omission resulting in
damage or loss except to the extent caused by or attributable to the Manager’s
willful misconduct or gross negligence. 

Resignation

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7.4 The Manager may resign upon thirty (30) days prior notice
to all Participants. If the Manager resigns, the Participants shall appoint a
successor Manager by election. Each Participant may propose one (1) candidate
for manager and each Participant shall thereafter be entitled to cast one vote
for each percentage interest in the Venture. The candidate with the highest
number of votes shall be the successor Manager. The Participants shall choose a
successor Manager by this method prior to the effective date of an existing
Manager’s notice of resignation. 

ARTICLE VIII

ACCOUNTS AND SETTLEMENTS

Quarterly Statements

8.1 The Manager shall promptly submit to each Participant
quarterly, or if necessary, monthly, statements of account reflecting in
reasonable detail the charges and credits to the Joint Account during the
preceding quarter. 

Cash Calls

8.2 Should the Manager determine that additional cash
contributions are necessary to Operations, he shall submit to each Participant a
billing for estimated cash requirements for the next month. Within thirty (30)
days after receipt of each billing, each Participant shall advance to the
Manager its proportionate share of the estimated amount. Time is of the essence
for payment of such billings. All funds in excess of immediate cash requirements
shall be invested by the Manager in an interest bearing bank account for the
benefit of the Joint Account. 

Failure to Meet Cash Calls

8.3 A Participant that fails to meet cash calls in the amount
and at the time specified in Section 8.2 shall be in default, and the amounts of
the defaulted cash call shall bear interest at an annual rate equal to three
percentage points over the Prime Rate, from the date due through the date
payment is made by the defaulting Participant to the Joint Account of the
Venture, but in no event shall said rate of interest exceed the maximum
permitted by law. To the extent that a non-defaulting Participant(s) makes an
advance on behalf of a defaulting Participant, the foregoing sentence shall not
apply and the parties’ respective rights shall be governed by Section 5.6, 6.3.
and 6.4.

ARTICLE IX

WITHDRAWL AND TERMINATION

Termination by Expiration or Agreement

9.1 This Agreement shall terminate as expressly provided in
this Agreement, or if both Mining Leases are terminated, unless earlier
terminated by written agreement. 

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Withdrawal

9.2 A Participant may elect to withdraw as a Participant from
the Agreement by giving notice to the other Participant(s) of the effective date
of withdrawal, which shall be at least sixty (60) days after the effective date
of the notice. Upon such withdrawal, the withdrawing Participant shall be deemed
to have transferred to the remaining Participant(s), without cost and free and
clear of royalties, liens or other encumbrances arising by, through or under
such withdrawing Participant all of its Participating Interest in the Assets and
in this Agreement. The remaining Participant(s) shall take the withdrawing
Participant’s interest in proportion to the Interest they held prior to the
effective date of the notice of withdrawal. Any withdrawal under this Section
shall not relieve the withdrawing participant of its share of liabilities to
third parties (whether such accrued before or after such withdrawal) arising out
of Operations conducted prior to such withdrawal. For purposes of this Section,
the withdrawing Participant’s share of such liability shall be equal to its
Participating Interest at the time such liability was incurred.

Continuing Obligations

9.3 On termination of this Agreement under Section 9.1, the
Participant shall remain liable for continuing obligations hereunder until final
settlement of all accounts and for any liability, whether it accrues before or
after termination, it is arises out of Operations during the term of the
Agreement. 

Disposition of Assets on Termination

9.4 Should this Venture be terminated under Section 9.1, the
Manager shall take all action necessary to wind up the activities of the
Venture, and all costs and expenses incurred in connection with the termination
of the Venture shall be expenses chargeable to the Venture. Upon liquidation of
the Venture, the Assets shall first be paid, applied and distributed in
satisfaction of all liabilities of the Venture to third parties, and then to the
Participants in proportion to their respective Participating Interests. 

Continuing Authority

9.5 On termination of this Agreement under Section 9.1, the
Manager shall have the power and authority to do all things on behalf of the
Participants which are reasonably necessary or convenient to: (a) wind up
Operations and (b) complete any transaction and satisfy any obligation,
unfinished or unsatisfied, at the time of such termination or withdrawal, if the
transaction or obligation arises of Operations prior to such termination or
withdrawal. The Manager shall have the power and authority to grant or
receive extensions of time or change the method of payment of each already
existing liability or obligation, prosecute and defend actions on behalf of the
Participants and the Venture, mortgage Assets, and take any other reasonable
action in any matter with respect to which the former Participants continue to
have, or appear or are alleged to have, a common interest or a common
liability.

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Failure to Complete Initial Transactions

9.6 Should Silverstar fail to pay NJMC $500,000 on or before
May 30, 2008 for 50% of the Mining Rights and Property, this Agreement is
terminated immediately with no further recourse or refunding of any payments
made according to paragraph 5.2.

ARTICLE X

GENERAL PROVISIONS

Notices

10.1 All notices, payments and other required communications
(“Notices”) to the Participants shall be in writing, and shall be addressed
respectively as follows:


	If to NJMC: 	New Jersey Mining Company 
	  	P.O. Box 1019 
	  	Kellogg, ID 83837 
	  	Telephone: (208) 783-3331 
	  	Facsimile: (208) 783-3331 
	  	Email: minesystems@usamedia.tv 
	  	Attn: Fred Brackebusch, President 
	  	  
	If to Silverstar: 	Silverstar Mining Company 
	  	621 Bank street 
	  	Wallace, ID 83873 
	  	Telephone: (604) 960-0535 
	  	Facsimile: (604) 960-0536 
	  	Email: jimmackenzie@shaw.ca 
	  	Attn: Jim MacKenzie 



All notices shall be given (i) by personal delivery to the
Participant, or (ii) by electronic communication. All Notices shall be effective
and shall be deemed delivered (i) if by personal delivery on the date of the
delivery if delivered during normal business hours, and if not delivered during
normal business hours, on the next business day following delivery, (ii) if by
electronic communication on the next business day following receipt of the
electronic communication. A Participant may change its address for Notice by
Notice to the other Participants. 

Force Majeure

10.2 Except for the obligation to make payments when due
hereunder, the obligations of a Participant (including the obligations of a
Participant acting in its capacity as Manager) shall be suspended to the extent
and for the period that performance is prevented by any cause, whether 

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foreseeable or unforeseeable, beyond its reasonable control,
including, without limitation, labor disputes (however arising and whether or
not employee demands are reasonable or within the power of the Participant to
grant); acts of God; laws, regulations, orders, proclamations, instructions or
requests of any government or governmental entity, judgments or orders of any
court; inability to obtain on reasonably acceptable terms any public or private
license, permit or other authorization; curtailment or suspension of activities
to remedy or avoid an actual or alleged, present or prospective violation of
federal, state or local environmental standards; acts of war or conditions
arising out of or attributable to war, whether declared or undeclared; riot,
civil strife, insurrection or rebellion; fire, explosion, earthquake, storm,
flood, sink holes, drought or other adverse weather condition; delay or failure
by suppliers or transporters of materials, parts supplies, services or equipment
or by contractors’ or subcontractors’ shortage of, or inability to obtain,
labor, transportation, materials, machinery, equipment, supplies, utilities or
services; accidents; breakdown or equipment, machinery or facilities; or any
other cause whether similar or dissimilar to the foregoing. The affected
Participant shall properly give notice to the other Participant(s) of the
suspension of performance, stating therein the nature of the suspension, the
reason therefore, and the expected duration thereof. The affected participant
shall resume performance as soon as reasonable possible. During the period of
suspension the obligations of the Participants to advance funds pursuant to
Section 5.4 shall be reduced to levels consistent with Operations. 

Further Assurances

10.3 Each of the Participants agree to take from time to time
such actions and execute such additional instruments as may be reasonably
necessary or convenient to implement and carry out the intent and purpose of
this Agreement, including but not limited to a short form of this Agreement for
recording purposes.

     IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.

	 	NEW JERSEY MINING COMPANY 
	 	By: _______________________________________
  
	 	
                 Fred
      Brackebusch, President 

	 	  
	 	SILVERSTAR MINIG COMPANY 
	 	By: _______________________________________
  
	 	           Jim
      MacKenzie, President 


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EXHIBIT “A”

List of Unpatented Claims which comprise the Property:


	Claim Name 	IMC No. 
	SS EXT 	178663 
	SS 1 	178664 
	SS 3 	178665 
	LC 1 	178666 
	SSX 2 	178667 
	SP 	179213 
	LC 2 	179214 
	LC 3 	179215 
	SS 2 	179221 
	SS 4 	179222 
	SS 5 	179223 
	SS 6 	179224 
	SS 7 	179225 
	SS 10 	179228 
	SS 12 	179230




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