TRANSFER OF MINING RIGHTS CONTRACT CELEBRATED BETWEEN PARTIES: A) HÉCTOR MANUEL CERVANTES SOTO, PER HIS OWN RIGHT (THE “PRINCI



TRANSFER OF MINING RIGHTS CONTRACT CELEBRATED BETWEEN PARTIES:
A) HÉCTOR MANUEL CERVANTES SOTO, PER HIS OWN RIGHT (THE “PRINCIPAL OR
TRANSFEROR”) AND BY B) AMERICAN METAL MINING, S. A, DE C.V., REPRESENTED IN THIS
ACT BY RAMIRO TREVIZO LEDEZMA, IN HIS PERSONALITY AS SOLE ADMINISTRATOR AND
LEGAL REPRESENTATIVE (THE “TRANSFEREE”), JOINTLY NAMED AS THE “PARTIES” IN
ACCORDANCE WITH THE PRECEDING RECORDS, DECLARATIONS AND CLAUSES:







PRECEDING RECORDS




I.

The TRANSFEROR is the legitimate title holder of 100 % (one
hundred per cent)   of the rights derived from the mining concessions
described following:







		
	
Title
	
229,013

	
Name of Lot
	
EL MONO

	
Location
	
Municipality of Choix, State of Sinaloa

	
Surface
	
100,0000 Hectares









		
	
Title
	
229,014

	
Name of
Lot
	
REYNA

	
Location
	
Municipality of
Choix, State of Sinaloa

	
Surface
	
100,0000
Hectares









		
	
Title
	
229,015

	
Name of Lot
	
CENTENARIO

	
Location
	
Municipality of Choix, State of Sinaloa

	
Surface
	
400,0000 Hectares









		
	
Title
	
231,262

	
Name of Lot
	
EL SOL

	
Location
	
Municipality of Choix, State of Sinaloa

	
Surface
	
200,0000 Hectares









		
	
Title
	
231,262

	
Name of
Lot
	
EL
MONO

	
Location
	
Municipality of
Choix, State of Sinaloa

	
Surface
	
200,0000
Hectares













1

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.










		
	
Title
	
230,121

	
Name of Lot
	
LA VERDE

	
Location
	
Municipality of Choix, State of Sinaloa

	
Surface
	
400,0000 Hectares









II.

Likewise, the TRANSFEROR is the legitimate petitioner of
100 % (One hundred   per cent) of the rights derived from the mining
concessions described following:







		
	
File
	
95/12876

	
Name of Lot
	
EL ORO

	
Location
	
Municipality of Choix, State of Sinaloa

	
Surface
	
600,0000 Hectares









		
	
File
	
95/12906

	
Name of Lot
	
SANALOYA

	
Location
	
Municipality of Choix, State of Sinaloa

	
Surface
	
5000,0000 Hectares









III.

For purposes of this instrument, the concessions described in the
previous numeral I   will be identified as the CONCESSIONS, and
the concession petitions described in   numeral II will be known as
the FUTURE CONCESSIONS, and;




IV.

Because it so is convenient to both parties’ interests,
THESE have decided to subscribe this present contract with the purpose
that the CONCESSIONS and the   FUTURE CONCESSIONS be
transferred in favor of the TRANSFEREE   accordingly to the
terms and conditions set down in this present instrument, and
  becoming obliged to pay a determined price as a counterplea in favor
of the   TRANSFEROR.







DECLARATIONS




I.

The TRANSFEROR declares per his own right and under oath of
stating the truth,   that:




1. He is a Mexican citizen, of age, in complete enjoyment of his
physical and mental   faculties, and so has the full capacity to
subscribe this present contract;




2. To be duly inscribed in the Federal Taxpayers Registry under
Fiscal Identification   Certificate CESH-6208003-JCA, and to be
current in his income tax payments and   other contributions that have
corresponded to him;








2

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






3. To be the legitimate title holder of the rights derived from
the CONCESSIONS   and of the FUTURE CONCESSIONS, same
that to date are current in payment of   rights and other
contributions that have corresponded to him in accordance to the
  Mining Law and its Rulings, among other current and applicable legal
dispositions;




4. As of the date of subscription of this present contract he has
not subscribed any   other contract or agreement that may impair
availing himself of the rights of which   he is title holder of the
already named CONCESSIONS and FUTURE   CONCESSIONS, and
reason by which he enjoys the capacity and legitimacy to   freely
negotiate them in order to celebrate this present transfer of rights contract
  under the specified terms;




5. The CONCESSIONS and the FUTURE CONCESSIONS are
free of liens, affectations and limitations of ownership, and are up to date in
compliance to the   obligations that regarding these administrative
authorizations are stated in the   Mining Law and its Rulings, among
other current and applicable legal   dispositions, and;




6. It is his free will to transfer in total and onerously in favor
of the TRANSFEREE   the rights related to the
CONCESSIONS and FUTURE CONCESSIONS,   strictly complying
with the terms and conditions of this present contract.







II.

The TRANSFEREE, through the offices of its legal
representative and under oath of stating the truth, declares, that:




1.  It is a Mexican mercantile society, duly established and
operating in agreement  with current legislation as applicable in the
United States of Mexico as proven in   Public Writ number 17,227,
granted on the 4th December 2006 before testimony of   Mr.
Eugenio Fernando García Russek, Attorney at Law and candidate to the
  practice of Notary Public and being adscribed to Notary Public
Office number 28 of   the Morelos Judicial District of the State of
Chihuahua of which Mr. Felipe Colomo   Castro, Attorney at Law, is
title holder, and instrument that if duly inscribed in the   Public
Registry of Commerce of stated district under electronic mercantile folio
  number 23,327 * 10;




2. That he enjoys the powers, mandates and necessary and
sufficient faculties in order to subscribe this present contract as proven in
the already described Public   Writ in the above numeral, and same
that to date have not been limited, restrained,   suspended or
revoked;

 

 

 

 

 

 

 

 

 

 

 

 

 

 




3. To be duly inscribed in the Federal Taxpayers Registry under
Fiscal Identification   Certificated AMM-061204-4R7, and being
to date current in its income tax   payments and other contributions
that might have corresponded, and;




4. It is the will of its Administration Board to subscribe this
present contract with   the purpose that the TRANSFEROR cedes
in total onerously the rights derived 





3

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






from the CONCESSIONS and FUTURE CONCESSIONS, and
strictly complying   to the terms and conditions of this contract.







III.

PARTIES declare, the first one per its own right and the
second one through the offices of its legal representative, under oath of
stating the truth, that they assist to   the subscription of this
present document in good faith, free of any deceit, error,   violence
or whatever other vitiation in their consent with the purpose of committing
  themselves to the following:







CLAUSES







FIRST. OBJECT:  In compliance to articles 2,029 and
2,248 of the Federal Civil Code, and of supplemental application with article
23, last paragraph of the Mining Law, as well as with the 2nd article
of the Code or Commerce, by virtue of the subscription of this present contract,
the TRANSFEROR cedes onerously and definitely in favor of the
TRANSFEREE 100 % (one hundred per cent) of the mining rights
derived from the CONCESSIONS and FUTURE CONCESSIONS described in
the Previous Records of this contract and receiving in exchange as a counterplea
the certain and determined price described in the following clause:




SECOND. PRICE: As a counterplea for the described transfer,
the TRANSFEREE commits himself to pay in favor of the TRANSFEROR
the amount of $1’647,000.00 Dollars (One million six hundred and forty seven
thousand Dollars 00/100 in currency of the United States of America) plus
the corresponding Added Value Tax, to be: $247,050.00 Dollars (Two hundred and
forty seven thousand and fifty Dollars 00/100 in currency of the United States
of America), for a total payable amount of $1’894,050 Dollars (One million
eight hundred and ninety four thousand and fifty Dollars 00/100 in currency of
the United States of America) (the “PRICE”), strictly complying to
the terms and conditions agreed in this instrument.




THIRD. MANNER, TIME AND PLACE OF PAYMENT: The
PARTIES agree that the TRANSFEREE must pay the PRICE in
favor of the TRANSFEROR accordingly to the following schedule of partial
payments:




1.

 On the 28th November 2008 the amount of
$35,000.00 (Thirty five thousand Dollars 00/100 in currency of the
United States of America) plus the   corresponding Added Value
Tax, for a total of: $40,250.00 Dollars (Forty   thousand and two
hundred and fifty Dollars 00/100 in currency of the United   States of
America);


 

 

2.

On the 28th March 2009 the amount of $35,000.00
(Thirty five thousand Dollars 00/100 in currency of the United States of
America) plus the   corresponding Added Value Tax, for a total of:
$40,250.00 Dollars (Forty 





4

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






thousand and two hundred and fifty Dollars 00/100 in currency
of the United States of America);


 

 

3.

On the 28th July 2009, the amount of $80,000.00
Dollars (Eighty thousand Dollars 00/100 in currency of the United States
of America), plus the   corresponding Added Value Tax, for a total
of: $92,000.00 Dollars (Ninety two   thousand Dollars 00/100 in
currency of the United States of America);


 

 

4.

On the 28th November 2009, the amount of $110,000.00
Dollars (One hundred and ten thousand Dollars in currency of the United
States of America) plus the   corresponding Added Value Tax, for a
total of: $126,500.00 Dollars (One hundred   twenty six thousand
and five hundred Dollars in currency of the United States   of
America);


 

 

5.

On the 28th November 2010, the amount of $250,000.00
Dollars (Two hundred and fifty thousand Dollars in currency of the United
States of America) plus the   corresponding Added Value Tax, for a
total of: $287,500.00 Dollars (Two hundred   eighty seven thousand
and five hundred Dollars in currency of the United   States of
America);

 

 

6.

On the 28th May 2011, the amount of $250,000.00
Dollars (Two hundred and fifty thousand Dollars in currency of the United
States of America) plus the   corresponding Added Value Tax, for a
total of: $287,500.00 Dollars (Two hundred   eighty seven thousand
and five hundred Dollars in currency of the United   States of
America);


 

 

7.

On the 28th November 2011, the amount of $250,000.00
Dollars (Two hundred and fifty thousand Dollars in currency of the United
States of America) plus the   corresponding Added Value Tax, for a
total of: $287,500.00 Dollars (Two hundred   eighty seven thousand
and five hundred Dollars in currency of the United   States of
America);


 

 

8.

On the 28th May 2012, the amount of $250,000.00
Dollars (Two hundred and fifty thousand Dollars in currency of the United
States of America) plus the   corresponding Added Value Tax, for a
total of: $287,500.00 Dollars (Two hundred   eighty seven thousand
and five hundred Dollars in currency of the United   States of
America);


 

 

9. 

On the 28th November 2012, the amount of $387,000.00
Dollars (Three hundred

eighty seven thousand Dollars in currency of the United States
of America)    plus the corresponding Added Value Tax, for a
total of; $445,050.00 Dollars (Four   hundred forty five thousand
and fifty Dollars in currency of the United States   of
America).




Regardless of the terms agreed upon, the TRANSFEROR
expressly grants in favor of the TRANSFEREE a term of 30 (thirty) natural
days beginning as of the dates in which stated partial payments come due, in
order to comply to same.





5

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






Payments described must be carried out by means of nominal check
and delivered at the TRANSFEROR’S address, or, by means of electronic
transfer of funds to the account that for such a purpose be eventually
determined by the TRANSFEROR, having previously notified the
TRANSFEREE 10 (ten) natural days in advance regarding account number.




In case
of delaying payment for any of the amounts agreed upon in this clause, the
TRANSFEREE commits himself to pay the amount resulting from estimating
the corresponding 3 % (three per cent) a month for delay of payment on unpaid
balance.




FOURTH. CONCESSION TITLES: In compliance to the
requirements set in articles 2,284 and 2,291 of the Federal Civil Code, the
TRANSFEROR commits himself to deliver on this same date to
TRANSFEREE, in the usual address of latter, the titles to the mining
CONCESSIONS that cover the rights on same. Likewise, the TRANSFEROR
commits himself to deliver the titles of the FUTURE CONCESSIONS, once
these have been properly registered before the Public Registry of Mines, a
dependency of the Secretary of the Economy.




FIFTH. DISCUMBRANCE IN CASE OF EVICTION: The
TRANSFEROR commits himself to repair in favor of the TRANSFEREE
any discumbrance in case of eviction from the CONCESSIONS and of the
FUTURE CONCESSIONS as indicated in article 2,283, fraction III of the
Federal Civil Code among other applicable legal dispositions.




SIXTH. GUARANTEE: With the purpose of guaranteeing the
compliance of payment obligations agreed upon in this present contract, the
TRANSFEREE constitutes, indicates and grants in guarantee in favor of the
TRANSFEROR the totality of the rights derived from the CONCESSIONS
and of the FUTURE CONCESSIONS in the understanding that, in case the
TRANSFEREE incurs in a non compliance regarding the obligations consigned
in this instrument, such rights will be returned or restituted in favor of the
TRANSFEROR, free of liens, encumbrances or limitations of ownership.




SEVENTH. PROMISE OF EXPLORATION AND EXPLOITATION: Likewise,
PARTIES commit themselves to subscribe at the latest on the
5th November 2008, an Exploration and Exploitation Contract regarding
the mining concession on lot named “Centenario”, integrated in the
CONCESSIONS under title number 229,015 on a total surface of 400,0000
Hectares (Four hundred hectares), located in the Municipality of Choix, State of
Sinaloa.




Among
others, the main terms and conditions of the mentioned contract will be that the
PARTIES will have the right to explore, either jointly or separately, the
concession on lot named “Centenario”. However, only the TRANSFEROR will
enjoy the exclusive right to explore the mentioned mining concession and the
TRANSFEREE shall commit himself not to perturb in any way such activity.
Finally, PARTIES agree as of this moment that the duration of the
contract in comment will be of 2 (two) years as of the date of its
subscription.




EIGHTH: ADMINISTRATIVE OBLIGATIONS: The TRANSFEREE
expressly commits himself to maintain the CONCESSIONS and the FUTURE
CONCESSIONS 





6

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






current by complying to such an effect with the paper work and
payments of the respective rights and subjecting himself to the general
dispositions and Mexican official standards of the mining and metal industry,
agreeing with article 27 of the Mining Law, among other applicable, its Ruling
and others of the current and applicable legislation.




Regardless the above, in agreement with article 23, third
paragraph of the Mining Law, the non compliance to the obligations referred to
previously, as well as to those mentioned in this present instrument on the part
of the TRANSFEREE does not relieve the TRANSFEROR of complying
with them.




NINTH.  FORMALIZATION OF TRANSFER OF RIGHTS.
 PARTIES commit themselves to ratify before Notary Public or
Public Broker this present document at their earliest convenience with the
purpose that same be inscribed in the Public Registry of Mining, a dependency of
the Secretary of the Economy, as well as with the purpose of carrying out
whatever other required administrative paper work in agreement with articles
2,034, fraction III, of the Federal Civil Code, fraction VI, 47 of the Mining
Law, 83, last paragraph of the Mining Law Ruling, and others of the current and
applicable legislation. The totality of related expenses with the compliance of
this present clause will be charged to the TRANSFEREE.




TENTH. PROOF OF PAYMENT: Against payment of the monetary
obligations charged against the TRANSFEREE as agreed in this present
contract, the TRANSFEROR commits himself to issue and deliver, within the
following 5 (five) natural days as of the date of payment, a voucher containing
the imposed requirements by the current and applicable legislation at that
time.




 ELEVENTH. CONFIDENTIALITY:  PARTIES
expressly oblige themselves to keep the totality of past, present and future
information in a confidential manner related to this instrument and extending
such an obligation to any individual or corporation it mat be disclosed to.




The
PARTY recipient of confidential information must limit access to it to
its representatives and employees that, under a reasonable and justified cause,
should petition access to such information. In such an event, PARTIES
must require such entities to commit themselves to the obligation of
confidentiality imposed upon subjects to whom such confidential information is
disclosed to.




For
purposes of this present clause, the following will not be considered
confidential information: 1. Information legitimately known and obtained by the
recipient PARTY previous to the subscription of this agreement; 2.
Information that to date or in the future be considered as public domain, if and
ever such consideration down not stem from an incompliance by any of the
PARTIES to the stipulations in this clause, or; 3. Information that must
be disclosed to in conformity to law per an administrative or judicial mandate
issued by competent authorities, including those of the Stock Exchange.




In case
of non compliance, PARTIES expressly reserve to themselves actions that
according to law correspond to them, either administrative or judicial in order
to claim 





7

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






indemnity due to harm and damages caused, as well as the
application of corresponding sanctions.




TWELFTH. DURATION AND ADVANCED TERMINATION:  This
present contract will have a duration as of the 24th November
2008 to the 28th December 2012, dateline for the payment
of the pending balance of the PRICE by the TRANSFEREE in favor of
the TRANSFEROR.




None of
the PARTIES will be able to terminate in advance this present instrument
excepting there exists an advance annulment or termination agreement subscribed
between them in common agreement.




THIRTEENTH. NON COMPLIANCE AND CANCELLATION: PARTIES
agree that in case one of them does not comply to any of the obligations
accepted by virtue of the subscription of this present instrument, the
counterpart will be in its right to require the forceful compliance of the
obligation not honored, as one option or the cancellation of this present
contract as second option, as well as the payment of an indemnity due to harm
and damages in both cases.




PARTIES expressly agree that, in the event this contract
may not be carried out in its totality by causes imputable to the
TRANSFEREE, or by force majeure reasons, by a fortuitous case or
on account of natural forces, on one side, or the cancellation or expressed
termination of the contract, on the other under the terms of the above written
clause, all payments done in favor of the TRANSFEROR up to that date,
will remain in this latter’s favor.




The
cancellation of this contract by the reason stated will not free any of the
PARTIES from complying to the obligations they were supposed to carry out
previous of the date of the actual cancellation.




FOURTEENTH. SEPARATE ENTITIES: None of the terms and
conditions of this present instrument must be interpreted in the sense that the
PARTIES have constituted any relation, society or association, reason by
which they are not merged nor their assets put together for fiscal
responsibility purposes or before third parties or by any nature whatsoever.




FIFTEENTH. FISCAL OBLIGATIONS: On being registered and
regularized before the Federal Taxpayers Registry, and being to date in their
income tax payments and other contributions corresponding to them to date,
PARTIES agree that each one individually will defray payment on taxes
corresponding to them in separate in compliance to the terms and conditions of
this present instrument, and subjecting themselves to the current and applicable
fiscal legislation, and obliging themselves to free their counterpart from any
fiscal responsibility that might be imputed contrary to this Clause by competent
authorities.




SIXTEENTH. LABOR RELATIONS: In order for each
PARTY’S compliance to the obligations contracted by virtue of the
subscription of this contract, they state they will act as totally independent
entities from each other and reason by which under no manner it 





8

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






should be understood that there exists a labor relationship
between them, thus leaving without effect the possibility of enforcing the labor
as well as the current Social Security legislations. Consequently,
PARTIES under no assumption will be able to hire employees or workers in
the name and representation of their counterpart.




Concerning their workers and employees, PARTIES state that
there exists no labor relationship at all between the workers and employees of
the TRANSFEROR and the TRANSFEREE, or vice versa. Thus,
PARTIES state being the employers of their own workers and employees
complying with the current and applicable Social Security and Labor legislations
and being the sole responsible entities regarding social security and labor
relations to be complied with in favor of mentioned subjects.




Consequently, PARTIES commit themselves to free their
counterparts from any social security and labor responsibility that might be
imputable contrary to this Clause in relation to their own workers and employees
under the terms of the current and applicable social security and labor
legislations.




SEVENTEENTH. ADDRESSES AND CONTACT TELEPHONES:
PARTIES agree that for everything concerning the execution and compliance
of the terms and conditions of this present instrument, as well as to render
announcements, notifications and other communication in relation to same, state
their addresses and contact telephones to be the following:







     TRANSFEROR 

     TRANSFEREE




               
Av. Independencia 2812
                   
 Calle California número 5101-206

                Col.
Santa Rosa C.P. 31050
              
Colonia Haciendas Santa Fe

                Ciudad
de Chihuahua, Chih.
               
Ciudad de Chihuahua, Chih.

               
Phone:
01-614-415-1971                    Phone:
01-614-200-8481




   

In the
event of a change of address, PARTIES agree in notifying their
counterparts of such a fact at least 5 (five) natural days previous of the date
in which the change actually takes place.







EIGHTEENTH. ANNOUNCEMENTS, NOTIFICATIONS AND COMMUNICATIONS:
PARTIES agree that any announcement, notification or communication
necessary to render to their counterpart must be carried out in writing.




The
delivery of such documents can be done in the following three manners: 1. By
common courier delivered by hand or by certificate mail, both with
acknowledgement of receipt; 2. By means of Fax, or: 3. By electronic mail. In
this latter case, delivery will be considered validly and legally carried out
only when the reception of the respective electronic mail is confirmed likewise
within the following 3 (three) natural days of its being sent, either 





9

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






automatically by means of a software program, or in an
expressed manner by means of and answering and confirmation message sent back by
the recipient.




PARTIES likewise agree that announcements, notifications
and communications done and related to this present instrument will be in effect
on the day of reception. In case such communications bear some kind of term,
same will be in effect on the following day of its reception, independently if
the day be able or natural.




NINETEENTH. PERSONS TO BE IN TOUCH WITH: PARTIES
agree that the totality of announcements, notifications or communications
necessary for their counterpart to know and derived from the terms and
conditions of this present instrument, must be addressed indistinctly to the
following persons:

 
     TRANSFEROR                             
             
TRANSFERREE
HÉCTOR MANUEL CERVANTES
SOTO    RAMIRO  TREVIZO
LEDEZMA 

AGUSTÍN CERÓN
GUEDEA                       
 RAMIRO TREVIZO GONZÁLEZ

   

In case
it be their will to change contact persons, PARTIES agree in notifying
their counterpart of such a wish and circumstance at least 5 (five) natural days
previous of the date of the actual change. Not complying to the obligation
stated will imply that the announcements, notifications and communications sent
and delivered in the name to the original addressees of the PARTY
carrying out the change, will bear all legal effects in favor of the
PARTY not having been notified in all opportunity and beginning as of the
date of delivery and for as long as the non compliance subsists.




TWENTIETH. TOTALITY OF CONTRACT: PARTIES accept that
this present agreement contains the whole of the agreements between them
regarding the objective, and leaves without effect as well as cancels the
totality of agreements, reports, negotiations, correspondence, commitments and
communications carried out previously between them, either in writing or
verbal.




TWENTY FIRST. MODIFICATIONS: The terms and conditions of
this present instrument can only be modified by virtue of the subscription of
modifying agreements between the PARTIES. Such agreements must be
attached as addenda to a common copy of this contract and searching for a
complete interpretation of the terms and conditions that the PARTIES
might have agreed upon.




TWENTY SECOND. APPLICABLE LAW: This present instrument will
be subject and shall be interpreted in conformity to the Mining Law, its Rulings
and the Federal Civil Code among other current and applicable legal dispositions
within the United States of Mexico.




TWENTY THIRD. JURISDICTION: In case of any controversy
arising in relation to the validity, intention, interpretation, execution or
compliance of this contract, PARTIES 





10

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.






expressly agree to submit same before the competent law courts of
the Morelos Judicial District, in the City of Chihuahua, State of Chihuahua, and
renouncing to any other jurisdiction or tribunal that might correspond to them
by reason of their current or future addresses and to any other
circumstance.







BOTH
PARTIES BEING IN THE KNOWLEDGE OF THE FORCE AND LEGAL REACH OF THIS PRESENT
CONTRACT, SUBSCRIBE IT BEING TOGETHER IN THE CITY OF CHIHUAHUA, STATE OF
CHIHUAHUA, ON THE TWENTY FIFTH NOVEMBER OF THE YEAR TWO THOUSAND AND EIGHT.








TRANSFEREE 

TRANSFEROR

      Signature

      Signature







American Metal Mining, S.A. C.V.

           
Héctor Manuel 

Represented in this act by:

Cervantes Soto

              


               
/s/ Ramiro Trevizo
Ledezma                                                             
/s/ Hector Manuel Cervantes Soto


RAMIRO TREVIZO LEDEZMA 

PER HIS OWN RIGHT











































 





11

Transfer of Mining
Rights Contract subscribed on the 25th November 2008 between: A)
Héctor Manuel Cervantes Soto and B) American Metal Mining, S.A. de C.V.