Unassociated Document


    THIS
SERVICE AGREEMENT IS ENTERED INTO BY AND BETWEEN, ON THE ONE HAND, A COMPANY
CALLED CABORCA INDUSTRIAL S.A. DE C.V.,  REPRESENTED IN THIS ACT BY
C.P.A. IGNACIO LIMON GONZALEZ, ACTING IN THE CAPACITY OF LEGAL REPRESENTATIVE,
AND, ON THE OTHER HAND, MINERA SANTA RITA, S. DE R.L. DE C.V., REPRESENTED BY
ENG. MARCO ANTONIO GALINDO RAMIREZ, ACTING IN THE CAPACITY OF LEGAL
REPRESENTATIVE, AND BOTH PARTIES HEREINAFTER REFERRED TO AS THE SERVICE PROVIDER
AND THE CLIENT, RESPECTIVELY, BY VIRTUE OF THE FOLLOWING RECITALS AND
CLAUSES:

    


    RECITALS

    


    
      I.- BY
THE SERVICE PROVIDER THROUGH ITS LEGAL REPRESENTATIVE:

    

    


    I.1.- THE
SERVICE PROVIDER STATED THAT THE PARTY HE REPRESENTS IS A STOCK CORPORATION OF
VARIABLE CAPITAL DULY ORGANIZED UNDER THE LAWS OF THIS COUNTRY, AS EVIDENCED IN
INSTRUMENT NUMBER 2,370 ,BOOK 1 (ONE), EXECUTED ON MARCH 23, TWO THOUSAND FIVE,
BEFORE ATTY. SALOMON GRIEGO GARCIA, PUBLIC BROKER NUMBER 01, IN THE CITY OF
HERMOSILLO, SONORA.

     

    I.2.- THE
SERVICE PROVIDER FURTHER STATED THAT THE ACTIVITIES OF THE PARTY HE REPRESENTS
CONSIST OF THE FOLLOWING, AMONG OTHERS:


     

    A).- TO
PROVIDE ALL KINDS OF PERSONNEL OR WORKERS TO ALL KINDS OF COMPANIES, THE
RENDERING OF PROFESSIONAL CONSULTANCY SERVICES IN AREAS SUCH AS TAX, LABOR,
CIVIL, CRIMINAL AND CORPORATE LAW, AS WELL AS THE EXECUTION OF ADMINISTRATIVE,
ECONOMIC AND ACCOUNTING STUDIES AND CONSULTANCY SERVICES IN
GENERAL.


     

    B).- THE
SERVICE PROVIDER FURTHER STATED THAT THE CORPORATE PURPOSE IS THE CREATION OF
SOURCES OF EMPLOYMENT BY RENDERING SPECIALIZED SERVICES AND, IN GENERAL, ANY
TYPE OF SERVICES TO VARIOUS COMPANIES, ORGANIZATIONS OR INSTITUTIONS ESTABLISHED
IN THE MARKET, AS WELL AS BY RENDERING ALL KINDS OF SERVICES INVOLVING
COLLECTION, MANAGEMENT, COURIER, BOOKING, PARCEL AND SERVICES AS COMMISSION
AGENT, MEDIATOR, REPRESENTATION, CONSULTANCY, MANAGEMENT, TOP MANAGEMENT,
TRAINING, SURVEILLANCE, CONTROL, SUPERVISION AND TRAINING OF PERSONNEL AND, IN
GENERAL, BY RENDERING ALL KINDS OF SERVICES, WHICH ARE REFERRED TO BY WAY OF
ILLUSTRATION, BUT NOT LIMITATION, TO DOMESTIC AND FOREIGN INDIVIDUALS OR
CORPORATIONS AND ENTITIES UNDER ANY ACTS, AGREEMENTS OR CONTRACTS THAT MAY BE
REQUIRED FOR SUCH PURPOSE.

     

    C).- THE
MANAGEMENT AND SUPPLY OF MATERIAL, FINANCIAL AND HUMAN RESOURCES, INCLUDING
MANAGEMENT OF PERSONNEL, INVESTMENT, ASSETS AND ANY OTHER TYPE OF RESOURCES THAT
ALLOW FOR THE SOUND ECONOMIC DEVELOPMENT AND THE ATTAINMENT OF THE CORPORATE
PURPOSE OF ANY INDIVIDUAL OR CORPORATION.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    I.3.- THE
LEGAL REPRESENTATIVE OF THE SERVICE PROVIDER STATED THAT THE POWERS AND
AUTHORITY CONFERRED UPON HIM BY THE PARTY HE REPRESENTS HAVE NOT BEEN REVOKED
EITHER IN WHOLE OR IN PART AS OF THE DATE OF EXECUTION HEREOF.

     

    I.4.- THE
SERVICE PROVIDER STATED THAT THE DOMICILE OF CHOICE FOR PURPOSES HEREOF IS
LOCATED AT CALLE LAMBERTO HERNANDEZ No. 73 ORIENTE, COLONIA CENTRO, IN THE CITY
OF CABORCA SONORA.

     

    I.5.-
LASTLY, THE SERVICE PROVIDER STATED THAT IT IS IN ITS BEST INTEREST TO UNDERSIGN
THIS SERVICE AGREEMENT WITH THE CLIENT.

     

    II. BY
THE CLIENT THROUGH ITS LEGAL REPRESENTATIVE.

     

    II.1.-
THE CLIENT STATED THAT HE IS AWARE OF THE PENALTIES APPLICABLE TO THOSE WHO
RENDER FALSE STATEMENTS, THAT THE PARTY HE REPRESENT IS A CORPORATION ORGANIZED
IN ACCORDANCE WITH THE MEXICAN LAW AND PROVIDED PROOF OF THE EXISTENCE OF SAID
COMPANY IN THE FORM OF A COPY OF THE ARTICLES OF INCORPORATION CONTAINED IN
INSTRUMENT NUMBER 2,129, VOLUME 67, UNDERSIGNED ON MAY 07, 2001, EXECUTED BEFORE
ATTY. MARIA LUISA LIZARRAGA GARCIA, WHO IS IN CHARGE OF NOTARY’S PUBLIC OFFICE
NUMBER 35, IN THE CITY OF HERMOSILLO, SONORA. FURTHERMORE, THE CLIENT STATED
THAT HE HAS SUFFICIENT POWERS AND AUTHORITY TO BIND THE PARTY HE REPRESENTS TO
THE TERMS OF THIS AGREEMENT.

     

    II.2.-
FURTHERMORE, HE STATED THAT THE ACTIVITIES OF THE PARTY HE REPRESENTS PERTAIN TO
THE MINING AND METALLURGIC INDUSTRY IN GENERAL AND, THEREFORE, THEY INCLUDE THE
EXECUTION OF ANY AGREEMENT OR CONTRACT THAT MAY BE NECESSARY FOR, RESULT FROM OR
BE ASSOCIATED WITH SAID INDUSTRY.

     

    II.3.-
THE CLIENT STATED THAT THE DOMICILE OF CHOICE IS LOCATED AT CALLE LAMBERTO
HERNANDEZ No. 73 ORIENTE, COLONIA CENTRO, IN THE CITY OF CABORCA
SONORA.

     

     II.4.-
LASTLY, THE CLIENT STATED THAT IT IS IN ITS BEST INTEREST TO UNDERSIGN THIS
SERVICE AGREEMENT WITH THE SERVICE PROVIDER.


     

    III.-
RECITALS BY BOTH PARTIES

     

    III.1.-
THE PARTIES THAT UNDERSIGNED THIS AGREEMENT STATED THAT THEY MUTUALLY
ACKNOWLEDGE THE LEGAL CAPACITY WITH WHICH THEY APPEAR TO EXECUTE THE SAME,
THEREBY WAIVING ANY LEGAL ACTION, MEAN OR REMEDY TO NULLIFY THIS
AGREEMENT.

     

    III.2.-
BOTH PARTIES FURTHER STATED THAT, IN THE EXECUTION HEREOF, THERE IS NO WILFUL
INTENT, VIOLENCE AND/OR ANY DEFECT AFFECTING THE WILL OR CONSENT THAT WOULD IN
TURN INVALIDATE THIS AGREEMENT; SAID PARTIES STATED THAT THEY MUTUALLY AGREE TO
UNDERSIGN THIS AGREEMENT.

     

    HAVING
STATED THE FOREGOING, THE PARTIES HERETO HAVE AGREED HERETO AND THEREFORE, THEY
AGREE TO THE FOLLOWING:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CLAUSES

     

    ONE.-
SUBJECT-MATTER OF THE AGREEMENT

     

    THE
SUBJECT-MATTER OF THIS AGREEMENT IS TO RENDER PROFESSIONAL LEGAL AND ACCOUNTING
SERVICES; FURTHERMORE, THE SERVICE PROVIDER AGREES TO RENDER AND PROVIDE TO THE
CLIENT THE ELEMENTS REQUIRED SO THAT THE CLIENT CAN ATTAIN THE CORPORATE
PURPOSE; THE FOREGOING INCLUDES PROVIDING ANY SKILLED PERSONNEL REQUIRED THAT IS
ESSENTIAL FOR PURPOSES OF ENSURING THE CLIENT’S EFFICIENT ACTIVITIES, WITHOUT
THEREBY CREATING A LABOR OR SUBORDINATE RELATIONSHIP BETWEEN THE CLIENT AND ANY
INDIVIDUAL PROVIDED BY THE SERVICE PROVIDER SO THAT THE CLIENT EFFICIENTLY
CONDUCTS ITS REGULAR ACTIVITIES.


     

    TWO.-
TERM OF THE AGREEMENT

     

    THE TERM
OF THIS AGREEMENT SHALL BE FIVE YEARS FOLLOWING THE DATE OF EXECUTION
HEREOF.


     

    THREE.-
CONSIDERATION

     

    FOR THE
AFORESAID SERVICES, THE CLIENT SHALL PAY A SUM WHICH SHALL BE VARIABLE AS TO THE
AMOUNT AND TIME OF PAYMENT. SAID AMOUNT AND TIME OF PAYMENT SHALL BE AGREED UPON
BY BOTH PARTIES PRIOR TO THE RENDERING OF SERVICES. IN ANY CASE, SAID AMOUNT
SHALL BE DETERMINED PURSUANT TO THE COSTS INCURRED BY THE SERVICE PROVIDER WHILE
RENDERING THE SERVICES. FURTHERMORE, SAID AMOUNT SHALL BE CALCULATED BASED ON
THE QUANTITY AND QUALITY OF THE SERVICES RENDERED BY THE SERVICE PROVIDER AND
REQUIRED BY THE CLIENT.

     

    IN ALL
INSTANCES, ANY COSTS INCURRED BY THE SERVICE PROVIDER TO PROVIDE HUMAN RESOURCES
TO THE CLIENT HEREUNDER SHALL BE TAKEN INTO ACCOUNT TO DETERMINE THE TOTAL SUM
TO BE PAID FOR SAID SERVICES, NOTWITHSTANDING SAID HUMAN RESOURCES ARE PROVIDED
ON A WEEKLY, TEN-DAY, FIFTEEN-DAY OR MONTHLY BASIS. FURTHERMORE, TO THE COST
INCURRED BY THE SERVICE PROVIDER TO PROVIDE THE PERSONNEL THROUGH WHICH THE
SERVICES ARE RENDERED PLUS ANY ADDITIONAL COSTS RESULTING FROM THE OPERATION,
EXCLUSIVE OF A SENIORITY BONUS PROVISION, A 5% PLUS THE VALUE-ADDED TAX MUST BE
ADDED TO SAID COSTS IN ORDER TO CALCULATE THE TOTAL SUM TO BE PAID AS
CONSIDERATION.

     

    SAID
PAYMENT SHALL BE MADE ON BUSINESS DAYS AND TWENTY-FOUR HOURS PRIOR TO THE DATE
OF PAYMENT BY MEANS OF A DEPOSIT MADE PRIOR TO 13:00 HOURS.

     

    FOR
PURPOSES HEREOF, BUSINESS DAYS SHALL BE ANY MONDAY, TUESDAY, WEDNESDAY, THURSDAY
AND FRIDAY ON WHICH BANK INSTITUTIONS ARE OPEN TO THE GENERAL PUBLIC AND ON
WHICH TRANSACTIONS BY CORPORATIONS ARE PERMITTED.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FOUR.-
OBLIGATIONS OF THE SERVICE PROVIDER

     

    
      	
              A)

            	
              TO
      PROVIDE ANY NECESSARY PERSONNEL THAT THE CLIENT DOES NOT HAVE SO THAT THE
      CLIENT CAN CARRY OUT ITS REGULAR ACTIVITIES WITHOUT ANY INCONVENIENCE
      WHATSOEVER.

            


    

     

    
      	
              B)

            	
              THE
      SERVICE PROVIDER SHALL PROVIDE THE NECESSARY SKILLED AND QUALIFIED
      PERSONNEL AS REQUIRED, ALWAYS WITH THE
      SERVICE PROVIDER’S OWN
RESOURCES.

            


    

     

    
      	
              C)

            	
              ANY
      INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER RENDERS THE SERVICES SHALL
      NOT BE UNDER THE ORDERS OF THE CLIENT, NOR SHALL THEY DEPEND ON THE
      CLIENT; THEREFORE, SAID INDIVIDUALS SHALL NOT BE SUBORDINATED TO THE
      CLIENT NOR SHALL THEY BE EMPLOYEES OF THE CLIENT. SIMILARLY, ANY
      INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER RENDERS THE SERVICES SHALL
      CONDUCT THEIR ACTIVITIES AT THE PLACE AND TIME THEY DEEM CONVENIENT, THAT
      IS, WITHOUT ANY OBLIGATION TO WORK ANY MANDATORY HOURS, WHICH THEY SHALL
      DO WITH THEIR OWN RESOURCES.

            


    

     

    
      	
              D)

            	
              SIMILARLY,
      ANY INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER PERFORMS ITS
      OBLIGATIONS SHALL NOT BE ENTITLED TO ANY FIXED WAGES OR SALARIES OR ANY
      FRINGE BENEFITS SUCH AS INFONAVIT [MEXICAN INSTITUTE OF NATIONAL WORKERS’
      HOUSING FUND], MEXICAN SOCIAL SECURITY, AFORE [MEXICAN RETIREMENT FUND],
      ET CETERA FROM THE CLIENT, BY REASON THAT THERE SHALL BE NO LABOR
      RELATIONSHIP AMONG SAID INDIVIDUALS AND THE CLIENT; THEREFORE, ANY
      INDIVIDUALS THAT ARE SUBORDINATED TO THE SERVICE PROVIDER SHALL BE FREE TO
      RENDER THEIR PROFESSIONAL SERVICES TO ANY OTHER INDIVIDUAL OR CORPORATION,
      PROVIDED SAID SERVICES ARE NOT ILLEGAL, IMMORAL OR DISLOYAL. THE SERVICE
      PROVIDER SHALL BE RESPONSIBLE FOR ANY SERVICES OF THE AFOREMENTIONED TYPE
      THAT MAY BE RENDERED BY SAID
INDIVIDUALS.

            


    

     

    
      	
              E)

            	
              THE
      SERVICE PROVIDER SHALL BE RESPONSIBLE REGARDING ANY LABOR MATTERS AND,
      GENERALLY, FOR ANY KIND OF ACTIONS CARRIED OUT BY THE SKILLED PERSONNEL
      RENDERING THEIR SERVICES AT THE CLIENT’S PREMISES AS A RESULT OF THIS
      AGREEMENT FOLLOWING THE DATE THIS INSTRUMENT COMES INTO FULL FORCE AND
      EFFECT.

            


    

     

    
      THERE
SHALL BE NO LIABILITY ON THE PART OF THE SERVICE PROVIDER FOR ANY DEBTS OR ANY
LABOR PROBLEMS OR ANY OTHER KIND OF PROBLEMS BETWEEN THE PERSONNEL AND THE
CLIENT THAT MAY HAVE ARISEN PRIOR TO THE DATE ON WHICH THIS AGREEMENT BECOMES
EFFECTIVE.

    

     

    
      	
              F)

            	
              THE
      SERVICE PROVIDER SHALL BE RESPONSIBLE FOR SATISFACTORILY EXECUTING ANY AND
      ALL LEGAL AND MATERIAL ACTS THAT MAY BE NECESSARY FOR THE PERFORMANCE OF
      THIS AGREEMENT AND THE SERVICES REQUIRED, WITH ITS OWN HUMAN RESOURCES.
      THEREFORE, THERE SHALL BE NO PRESENT OR FUTURE TAX OR LABOR LIABILITY ON
      THE PART OF THE CLIENT TO THE SERVICE PROVIDER OR TO THE SERVICE
      PROVIDER’S EMPLOYEES AND SHAREHOLDERS AND TO ANY THIRD PARTIES ENGAGED BY
      THE SERVICE PROVIDER, IN ACCORDANCE WITH THE LAWS IN FORCE IN THIS COUNTRY
      AND PURSUANT TO THE STIPULATIONS SET FORTH HEREIN. THE FOREGOING SHALL
      ONLY BE APPLICABLE TO THE PERIOD COMMENCING ON THE DATE OF EXECUTION OF
      THIS AGREEMENT THROUGH THE TERMINATION HEREOF, BUT IT SHALL NOT BE
      APPLICABLE TO ANY CONTINGENCY OF THE CLIENT PRIOR TO THE EXECUTION OF THIS
      SERVICE AGREEMENT.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              G)

            	
              THE
      SERVICE PROVIDER AGREES TO PAY IN DUE TIME AND FORM ANY COMMISSION,
      PAYMENT, RETURNS, DIVIDENDS OF THE PERSONNEL SUBJECT TO THIS AGREEMENT WHO
      RENDER THEIR SERVICES AT THE CLIENT’S PREMISES, IN ACCORDANCE WITH THE
      STIPULATIONS SET FORTH HEREIN. IT IS WORTHWHILE MENTIONING THAT THE
      SERVICES THAT ARE THE SUBJECT-MATTER HEREOF SHALL BE EXCLUSIVELY RENDERED
      IN THE REPUBLIC OF MEXICO.

            


    

     

    
      	
              H)

            	
              FURTHERMORE,
      THE SERVICE PROVIDER SHALL HAVE THE OBLIGATION TO DELIVER TO THE CLIENT
      EVERY WEEK, EVERY TEN DAYS, EVERY FIFTEEN DAYS OR EVERY MONTH, PROOF OF
      TIMELY PAYMENT TO THE INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDERS
      RENDERS THE SERVICES TO THE CLIENT IN ACCORDANCE HEREWITH AND PURSUANT TO
      THE OBLIGATION ASSUMED HEREUNDER BY THE SERVICE
  PROVIDER.

            


    

     

    
      	
              I)

            	
              THE
      SERVICE PROVIDER AGREES TO CAUSE THE INDIVIDUALS THROUGH WHICH THE FORMER
      RENDERS THE SERVICES TO DULY FULFILL ANY ASSIGNED TASKS ACCORDING TO THE
      CLIENT’S NEEDS, WITHOUT THEREBY IMPLYING ANY TYPE OF SUBORDINATION OF SAID
      INDIVIDUALS TO THE CLIENT. AS STATED ABOVE, THE INDIVIDUALS PROVIDED BY
      THE SERVICE PROVIDER FOR THE DUE PERFORMANCE OF THIS AGREEMENT SHALL NOT
      BE SUBJECT TO ANY WORKING HOURS WHATSOEVER; HOWEVER, THE SERVICE PROVIDER
      SHALL USE ITS BEST EFFORTS TO ENSURE THAT THE INDIVIDUALS THROUGH WHICH
      THE SERVICES ARE RENDERED TRY TO ADAPT THEMSELVES TO THE WORKING HOURS
      DURING WHICH THE CLIENT RENDERS ITS SERVICES TO ITS
    CUSTOMERS.

            


    

     

    
      	
              J)

            	
              TO
      SUBMIT A MONTHLY REPORT TO THE CLIENT SO AS TO INFORM THE CLIENT’S
      MANAGEMENT OF ANY PROGRESS MADE AND ANY EVENTS THAT MAY BE OF INTEREST AND
      DIRECTLY ASSOCIATED WITH THE SERVICES
RENDERED.

            


    

     

    
      	
              K)

            	
              TO
      MAINTAIN ABSOLUTE CONFIDENTIALITY OF ANY INFORMATION RECEIVED FROM THE
      CLIENT WITH RESPECT TO THE RENDERING OF SERVICES THAT ARE THE
      SUBJECT-MATTER HEREOF.

            


    

     

    
      	
              L)

            	
              TO
      ANSWER FOR ANY LABOR LIABILITY RESULTING FROM ANY LAWSUIT AGAINST THE
      CLIENT FILED BY ANY OF THE INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER
      RENDERS THE SERVICES, WHICH SHALL ONLY BE APPLICABLE TO THE PERIOD
      COMMENCING ON THE DATE OF EXECUTION OF THIS INSTRUMENT AND THROUGH THE
      TERMINATION HEREOF, BUT IT SHALL NOT BE APPLICABLE TO ANY CONTINGENCIES OF
      THE CLIENT PRIOR TO THE EXECUTION OF THIS SERVICE AGREEMENT; THE
      FOREGOING, NOTWITHSTANDING ANY PERSONNEL PRESENTLY WORKING AT THE PREMISES
      IS INVOLVED OR NOT.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              M)

            	
              TO
      INDEMNIFY THE CLIENT FOR ANY DAMAGES AND/OR LOSS THAT MAY ARISE AS A
      RESULT OF THE RENDERING OF THE SERVICES DESCRIBED HEREIN, AND FOR WHICH
      THE SERVICE PROVIDER IS SOLELY
RESPONSIBLE.

            


    

     

    
      	
              N)

            	
              THE
      SERVICE PROVIDER AGREES TO PAY THE APPLICABLE TAXES IN CONNECTION WITH THE
      INDIVIDUALS THROUGH WHICH THE SERVICES ARE RENDERED AND ANY INCOME EARNED
      BY SAID INDIVIDUALS FOR THE SERVICES RENDERED TO THE CLIENT. FOR SUCH
      PURPOSE, IT SHALL FILE ANY TAX RETURNS REQUIRED BY LAW. THEREFORE, THE
      CLIENT SHALL BE EXEMPTED FROM ANY PAYMENT OF TAXES WITH RESPECT TO THE
      INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER RENDERS THE SERVICES, SINCE
      SAID INDIVIDUALS ARE NOT SUBORDINATED TO THE CLIENT, NOR HAVE THEY ANY
      DIRECT RELATIONSHIP WITH THE
CLIENT.

            


    

     

    
      	
              O)

            	
              THE
      SERVICE PROVIDER AGREES TO SUBMIT TO THE CLIENT THE RESPECTIVE INVOICE FOR
      THE SERVICES IN COMPLIANCE WITH THE TAX REQUIREMENT UPON PAYMENT OF SAID
      SERVICES.

            


    

     

    
      	
              P)

            	
              THE
      SERVICE PROVIDER AGREES TO PERFORM ANY AND ALL OBLIGATIONS DERIVED FROM
      THE STRICT INTERPRETATION OF THE CLAUSES HEREOF. THE SERVICES SHALL BE
      RENDERED BY THE PERSONNEL DEEMED CONVENIENT BY THE SERVICE PROVIDER, IN
      STRICT COMPLIANCE WITH THE HIGHEST LEVELS OF PROFESSIONAL ETHICS AND
      EFFICIENCY AT ALL TIMES.

            


    

     

    
      FIVE.-
OBLIGATIONS OF THE CLIENT

    

     

    
      	
              A)

            	
              TO
      SUPPLY TO THE SERVICE PROVIDER ANY INFORMATION THAT MAY BE NECESSARY SO AS
      TO RENDER THE SERVICES IN A CORRECT AND EFFICIENT FASHION, WITH THE
      UNDERSTANDING THAT SAID INFORMATION SHALL BE AVAILABLE TO THE CLIENT UPON
      REQUEST.

            


    

     

    
      	
              B)

            	
              TO
      TIMELY INFORM THE SERVICE PROVIDER OF ANY REQUIRED SERVICES SO THAT THE
      SERVICE PROVIDER IS ABLE TO RENDER SAID REQUIRED
  SERVICES.

            


    

     

    
      	
              C)

            	
              TO
      TIMELY PAY THE RESPECTIVE FEES THAT HAVE BEEN DESCRIBED HEREIN. SAID FEES
      MUST BE PAID IN FULL, IN DUE TIME AND FORM AND SOLELY FOR PURPOSES THAT
      THE SERVICE PROVIDER IS ABLE TO PAY THE PERSONNEL THROUGH WHICH IT RENDERS
      THE SERVICES AT THE CLIENT’S
PREMISES.

            


    

     

    
      	
              D)

            	
              IT
      SHALL BE STRICTLY PROHIBITED THAT THE CLIENT MAKES ANY PAYMENT WHATSOEVER
      TO THE INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER RENDERS THE
      SERVICES, BY REASON THAT SAID INDIVIDUALS FROM WHICH THE CLIENT RECEIVES
      SAID SERVICES ARE NOT SUBORDINATED TO THE CLIENT, NOR HAVE THEY ANY DIRECT
      RELATIONSHIP WITH THE CLIENT.

            


    

     

    
      	
              E)

            	
              TO
      INFORM THE SERVICE PROVIDER OF ANY AND ALL IRREGULARITIES OF THE PERSONNEL
      THROUGH WHICH THE SERVICE PROVIDER RENDERS THE SERVICES AND WHO RENDERING
      THEIR SERVICES AT THE CLIENT’S PREMISES SO THAT THE SERVICE PROVIDER TAKES
      ANY NECESSARY MEASURES IN THAT
REGARD.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              F)

            	
              TO
      TIMELY DELIVER TO THE SERVICE PROVIDER A LIST OF THE INDIVIDUALS THROUGH
      WHICH THE SERVICE PROVIDER RENDERS THE SERVICES, INDICATING ANY FAILURE,
      SUCCESS, PROGRESS AND ANY OTHER NECESSARY INFORMATION IN CONNECTION WITH
      THE RENDERING OF SERVICES, SO THAT THE SERVICE PROVIDER IS ABLE TO
      CORRECTLY PAY EACH ONE OF THE INDIVIDUALS THROUGH WHICH IT RENDERS THE
      SERVICES. SAID LIST MUST BE DELIVERED 24 HOURS PRIOR TO THE DATE OF
      PAYMENT.

            


    

     

    
      	
              G)

            	
              THE
      CLIENT SHALL NOT BE RESPONSIBLE FOR THE PAYMENT OF TAXES APPLICABLE TO THE
      INCOME EARNED BY THE INDIVIDUALS RENDERING INDEPENDENT SERVICES FOR SAID
      SERVICES BY REASON THAT SAID INDIVIDUALS SHALL NOT HAVE ANY DIRECT
      RELATIONSHIP WITH THE CLIENT AND IT SHALL BE THE OBLIGATION OF THE SERVICE
      PROVIDER TO PERFORM SAID OBLIGATION BY REASON THAT ANY INCOME EARNED BY
      THE INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER RENDERS THE SERVICES
      DEPENDS SOLELY AND EXCLUSIVELY ON A RELATIONSHIP BETWEEN THE SERVICE
      PROVIDER AND SAID INDIVIDUALS.

            


    

     

    
      	
              H)

            	
              IN
      THE EVENT OF ANY LEGAL CONTINGENCY THAT MAY ARISE IN CONNECTION WITH ANY
      OF THE INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER RENDERS THE
      SERVICES, THE CLIENT SHALL HAVE THE OBLIGATION TO PROVIDE TO THE SERVICE
      PROVIDER ANY DATA, ELEMENTS AND DOCUMENTATION REQUIRED BY THE SERVICE
      PROVIDER SO AS TO SETTLE ANY SUCH
CONTINGENCY.

            


    

     

    
      	
              I)

            	
              TO
      INDEMNIFY THE SERVICE PROVIDER FOR ANY FAILURE TO COMPLY WITH ANY CLAUSE
      HEREOF THAT MAY RESULT IN ANY DAMAGE AND/OR LOSS TO THE SERVICE
      PROVIDER.

            


    

     

    
      	
              J)

            	
              IT
      SHALL BE STRICTLY PROHIBITED THAT THE CLIENT DISMISSES, REPREHENDS, OR
      PREVENT ANY OF THE INDIVIDUALS THROUGH WHICH THE SERVICE PROVIDER FULFILLS
      THE OBJECT HEREOF FROM DEVELOPING THEIR TASKS; FURTHERMORE, THE CLIENT
      SHALL NOT BE AUTHORIZED TO SUBJECT SAID INDIVIDUALS TO ANY WORKING OURS BY
      REASON THAT SAID INDIVIDUALS ARE NOT SUBORDINATED OR EMPLOYED BY THE
      CLIENT.

            


    

     

    
      	
              K)

            	
              THE
      CLIENT RESERVES THE RIGHT TO SUPERVISE ON A REGULAR BASIS ANY WORK
      CONDUCTED BY THE SERVICE PROVIDER, WITHOUT THEREBY CREATING ANY TYPE OF
      SUBORDINATION RELATIONSHIP, BUT MERELY TO VERIFY THAT THE SERVICES
      REQUIRED ARE BEING EFFICIENTLY RENDERED; TO THAT EFFECT, THE CLIENT MAY
      REQUEST REPORTS OR ANY DOCUMENT THAT MAY INFORM THE CLIENT OF THE PROGRESS
      OF THE SERVICES RENDERED.

            


    

     

    
      SIX.-
GROUNDS FOR TERMINATION

    

     

    THIS
AGREEMENT MAY BE TERMINATED AT ANY TIME IN THE EVENT OF ANY FAILURE TO PERFORM
THE OBLIGATIONS SET FORTH IN THE CLAUSES HEREOF AND AT THE REQUEST OF THE
AFFECTED PARTY.

     

    IN ORDER
TO TERMINATE THIS AGREEMENT IT SHALL SUFFICE THAT THE AFFECTED PARTY GIVES A
FIFTEEN-DAY NOTICE THE OTHER PARTY INFORMING OF ITS INTENTION TO TERMINATE THIS
AGREEMENT INDICATING THE JUSTIFIED GROUNDS FOR TERMINATION.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN TURN,
THE PARTY RESPONSIBLE FOR ANY SUCH TERMINATION OF THIS AGREEMENT SHALL INDEMNIFY
THE AFFECTED PARTY TO THE EXTENT ANY SUCH FAILURE TO PERFORM THIS AGREEMENT MAY
HAVE AFFECTED SAID PARTY.


     

    SEVEN.-
INTELLECTUAL PROPERTY

     

    THE
PARTIES HERETO AGREE THAT ANY INTELLECTUAL WORK, PROCESS, INVENTION,
IMPROVEMENT, MODEL, DESIGN OR ANY OTHER OUTCOME RESULTING FROM THE RENDERING OF
SERVICES THAT CONSTITUTE THE SUBJECT-MATTER HEREOF AND SUSCEPTIBLE OF BEING
PATENTED OR REGISTERED AS INDUSTRIAL OR INTELLECTUAL PROPERTY BEFORE ANY
NATIONAL OR FOREIGN AUTHORITIES SHALL BE PATENTED OR REGISTERED TO THE NAME OF
THE COMPANY CALLED CABORCA INDUSTRIAL, S.A. DE C.V., WHICH SHALL BE THE
LEGITIMATE HOLDER OF SAID RIGHTS.


     

    EIGHT.-
DOMICILES

     

    THE
DOMICILE OF THE SERVICE PROVIDER IS CALLE LAMBERTO HERNANDEZ No. 73 ORIENTE
COLONIA CENTRO, IN THE CITY OF CABORCA, SONORA.

     

    THE
DOMICILE OF THE CLIENT IS LOCATED AT CALLE LAMBERTO HERNANDEZ No. 73 ORIENTE
COLONIA CENTRO, IN THE CITY OF CABORCA, SONORA.


     

    NINE.-
JURISDICTION

     

    THE
PARTIES HEREBY MUTUALLY AGREE THAT IN THE EVENT OF ANY DISPUTE THAT MAY ARISE AS
A RESULT OF ANY FAILURE TO COMPLY WITH THE CLAUSES CONTAINED HEREIN, THEY SHALL
EXPRESSLY SUBMIT TO THE STATE COURTS OF THE CITY OF GUADALAJARA, JALISCO,
THEREBY WAIVING ANY VENUE THAT MAY BE NOW OR HEREAFTER APPLICABLE BY REASON OF
DOMICILE.


     

    TEN.-
HEADINGS

     

    THE
HEADINGS OF CLAUSES CONTAINED IN THIS INSTRUMENT ARE FOR EASY REFERENCE AND
CONVENIENCE ONLY AND THEY SHALL NOT BE DEEMED TO DEFINE OR LIMIT THE OBLIGATIONS
OF THE PARTIES HERETO.


     

    AFTER
HAVING READ THIS AGREEMENT AND AFTER HAVING BEEN EXPLAINED OF THE LEGAL SCOPE
AND CONSEQUENCES HEREOF, THE PARTIES HERETO UNDERSIGN THIS AGREEMENT IN
DUPLICATE ON APRIL 01, IN THE YEAR TWO THOUSAND FIVE, BY SIGNING AT THE BOTTOM
AND MARGIN OF THE PAGES HEREOF.


     

    CABORCA,
SONORA, January 1, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              SIGNED
      BY THE PARTIES:

            
	 
      	 
      	 
      
	
              MINERA
      SANTA RITA, S. DE R.L. DE C.V.

            	 
      	
              CABORCA
      INDUSTRIAL, S.A. DE C.V.

            
	 
      	 
      	 
      
	
              /s/ MARCO ANTONIO GALINDO
      RAMIREZ

            	 
      	
              /s/ IGNACIO LIMON
  GONZALEZ

            
	
              ENG.
      MARCO ANTONIO GALINDO RAMIREZ

            	 
      	
              C.P.A.
      IGNACIO LIMON GONZALEZ

            
	 
      	 
      	 
      	 
      
	 
      	
              WITNESS