**COMMON
      STOCK AND WARRANT**


**PURCHASE
      AGREEMENT**








**for
      the purchase of up to**


**3,191,490
      Shares of Common Stock**


**and
      Warrants to Purchase 1,595,745 Shares of Common Stock**


**of**








**METALLINE
      MINING COMPANY**











**February
      16, 2007**






















**TABLE
      OF CONTENTS**




ARTICLE
      1
      DEFINITIONS 1




1.1
            Certain
                Definitions
            2


1.2
            Accounting
                Principles
            5


1.3
            Other
                Definitional Provisions; Construction
            5




ARTICLE 2 ISSUE AND SALE OF COMMON STOCK
              AND
              WARRANTS
            6




2.1
            Authorization
                and Issuance of the Common Stock and Warrants
            6


2.2
            Sale
                and Purchase
            6


2.3
            The
                Closing
            6


ARTICLE 3 CONDITIONS
              7


3.1
            Conditions
                to Purchase of Securities
            7


ARTICLE 4 REPRESENTATIONS AND WARRANTIES
                OF
                THE COMPANY
              7


4.1
            Representations
                and Warranties of the Company
            7


4.2
            Absolute
                Reliance on the Representations and Warranties
            12


ARTICLE 5 REPRESENTATIONS AND WARRANTIES
                OF
                PURCHASER
              12


5.1
            Purchase
                Entirely for Its Own Account
            12


5.2
            Disclosure
                of Information
            13


5.3
            Investment
                Experience
            13


5.4
            Restricted
                Securities
            14


5.5
            Legends
            14


5.6
            Survival
                of Purchaser Representations
            14


ARTICLE 6 COVENANTS
              14


6.1
            Affirmative
                Covenants by Company
            14




ARTICLE 7 MISCELLANEOUS
            14




7.1
            Successors
                and Assigns
            15


7.2
            Modifications
                and Amendments
            15


7.3
            No
                Implied Waivers; Cumulative Remedies; Writing Required
            15


7.4
            Fees
                and Expenses
            16


7.5
            Notices
            16


7.6
            Survival
            16


7.7
            Governing
                Law
            16


7.8
            Severability
            17


7.9
            Headingss
            17


7.10
            Counterparts
            17


7.11
            Ingegration
            17


7.12
            IngegrationIndependent
                Nature of Purchaser Obligations and Rights
            17




ii




**COMMON
      STOCK AND WARRANT**


**PURCHASE
      AGREEMENT**


**For
      the Purchase of up to 3,191,490 Shares of Common Stock and Warrants to Purchase**


**1,595,745
      Shares of Common Stock**








THIS
      COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of
      February __, 2007, is by and between Metalline Mining Company, a Nevada
      corporation (the “Company”), and the persons or entities set forth on the
      signature page hereto (each individually a “Purchaser” and collectively the
“Purchasers”). Capitalized terms used and not defined elsewhere in this
      Agreement are defined in Article 1 hereof.




The
      parties hereto, in consideration of the premises and their mutual covenants
      and
      agreements herein set forth and intending to be legally bound hereby, covenant
      and agree as follows:





ARTICLE
      1





DEFINITIONS





1.1  Certain
      Definitions . In
      addition to other words and terms defined elsewhere in this Agreement, the
      following words and terms have the meanings set forth below (and such meanings
      shall be equally applicable to both the singular and plural form of the terms
      defined, as the context may require):




“ Affiliate ”
shall
      mean with respect to any Person, any other Person that is directly or indirectly
      controlling, controlled by or under common control with such Person or entity
      or
      any of its Subsidiaries, and the term “control” (including the terms “controlled
      by” and “under common control with”) shall mean having, directly or indirectly,
      the power to direct or cause the direction of the management and policies of
      a
      Person, whether through ownership of voting securities or by contract or
      otherwise. Without limiting the foregoing, the ownership of ten percent (10%)
      or
      more of the voting securities of a Person shall be deemed to constitute control
      and notwithstanding anything to the contrary herein, neither the Purchaser
      nor
      any of their respective Affiliates shall be deemed to be Affiliates of the
      Company by virtue of the transactions contemplated in this
      Agreement.




“ Agreement ”
shall
      mean this Common Stock and Warrant Purchase Agreement, as the same may be
      amended, restated, supplemented or otherwise modified from time to
      time.




“ Business ”
shall
      mean the principal business of the Company as set forth in Section 4.1(b) hereof
      and as such shall continue to be conducted following the purchase and sale
      of
      the Securities.




“ Business
      Day ”
shall
      mean any day other than a Saturday, Sunday or other day on which banking
      institutions in Denver, Colorado are authorized or required by law to
      close.




2


“ By-laws ”
shall
      mean the by-laws or analogous instrument governing the operations of the
      Company, including all amendments and supplements thereto.




“ Charter
      Documents ”
shall
      mean the articles of incorporation filed with the appropriate Governmental
      Authorities of the Company, including all amendments and supplements
      thereto.




“ Closing ”
shall
      mean the closing of the purchase and sale of the Common Stock and the Warrants
      pursuant to this Agreement.




“ Closing
      Date ”
shall
      mean the date and time for delivery and payment of the Common Stock and Warrants
      as finally determined pursuant to Section 2.3 hereof.




“ Code ”
shall
      mean the Internal Revenue Code of 1986, as amended.




“ Common
      Stock ”
shall
      mean the common stock, $.01 par value, of the Company.




“ Company ”
shall
      have the meaning assigned to such term in the introductory paragraph
      hereto.




“ ERISA ”
shall
      mean the Employee Retirement Income Security Act of 1974, as the same may from
      time to time be amended, and the rules and regulations of any governmental
      agency or authority, as from time to time in effect, promulgated
      thereunder.




“ Final
      Closing Date ”
shall
      mean the last date and time for delivery and payment of the Common Stock and
      Warrants as finally determined pursuant to Section 2.3 hereof.




“ Fiscal
      Year ”
or
      “ fiscal
      year ”
shall
      mean each 12-month period ending on October 31 of each year.




“ Governmental
      Authorities ”
shall
      mean any federal, state or municipal court or other governmental department,
      commission, board, bureau, agency or instrumentality, governmental or
      quasi-governmental, domestic or foreign.




“ Investment
      Amount ”
shall
      mean the amount paid or agreed to be paid for the Common Stock and Warrants,
      as
      indicated below each Purchaser’s signature.




“ IRS ”
shall
      mean the Internal Revenue Service and any governmental body or agency succeeding
      to the functions thereof.




“ Laws ”
shall
      mean all U.S. and foreign federal, state or local statutes, laws, rules,
      regulations, ordinances, codes, policies, rules of common law, and the like,
      now
      or hereafter in effect, including any judicial or administrative interpretations
      thereof, and any judicial or administrative orders, consents, decrees or
      judgments.




“ Lien ”
shall
      mean any security interest, pledge, bailment, mortgage, hypothecation, deed
      of
      trust, conditional sales and title retention agreement (including any lease
      in
      the nature thereof), charge, encumbrance or other similar arrangement or
      interest in real or personal property, whether such interest is based on common
      law, statute or contract.




3


“ Material
      Adverse Effect ”
shall
      mean a material adverse effect on the business, properties, assets, liabilities
      or condition (financial or otherwise) of the Company, individually and/or taken
      as a whole.




“ Options ”
shall
      mean options issued pursuant to either the Company’s 2000 Equity Incentive Plan
      or the 2006 Stock Option Plan, and any other options outstanding as of the
      Closing Date.




“ Person ”
shall
      mean any individual, partnership, limited partnership, corporation, limited
      liability Company, association, joint stock company, trust, joint venture,
      unincorporated organization or governmental entity or department, agency or
      political subdivision thereof.




“ Plan ”
shall
      mean any employee benefit plan (within the meaning of Section 3(3) of
      ERISA), established or maintained by the Company or any member of the Controlled
      Group.




“ Properties
      and Facilities ”
shall
      have the meaning assigned to such term in Section 4.1(q)
      hereof.




“ Property ”
shall
      mean, as to any Person, all types of real, personal, tangible, intangible or
      mixed property owned by such Person whether or not included in the most recent
      balance sheet of such Person and its subsidiaries under GAAP.




“ Proprietary
      Rights ”
shall
      mean all patents, trademarks, trade names, service marks, copyrights,
      inventions, production methods, licenses, formulas, know-how, trade secrets
      and
      good will related to any of the foregoing, regardless of whether such are
      registered with any Governmental Authorities, including applications
      therefor.




“ Purchase
      Documents ”
shall
      mean this Agreement, the Warrants and all other agreements, instruments and
      documents delivered in connection herewith or therewith as any or all of the
      foregoing may be supplemented or amended from time to time.




“ Purchaser ”
shall
      have the meaning assigned to such term in the introductory paragraph hereto.




“SEC ”
means
      the U.S. Securities and Exchange Commission.




“ Securities
      Act ”
shall
      mean the Securities Act of 1933, as amended.




“ Exchange
      Act ”
shall
      mean the Securities Exchange Act of 1934, as amended.




“ Subsidiary ”
of
      any
      corporation shall mean any other corporation or limited liability company of
      which the outstanding capital stock possessing a majority of voting power in
      the
      election of directors (otherwise than as the result of a default) is owned
      or
      controlled by such corporation directly or indirectly through
      Subsidiaries.




4


" Trading
      Day ”
means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      National Quotation Bureau Incorporated (or any similar organization or agency
      succeeding to its functions of reporting prices); provided, that in the event
      that the Common Stock is not listed or quoted as set forth in (i), (ii) and
      (iii) hereof, then Trading Day shall mean a Business Day.




“Trading
      Market ”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Stock Market, or OTC Bulletin Board on which the Common Stock is listed
      or quoted for trading on the date in question.




“ Transaction
      Documents ”
shall
      have the meaning assigned to such term in Section 4.1(f) hereof.




“ Transactions ”
shall
      mean the purchase of the Common Stock and the Warrants as contemplated by this
      Agreement, the Warrants, certificates for the Common Stock and all other
      agreements contemplated hereby and thereby.




“ Underlying
      Common Stock ”
shall
      mean the Common Stock issued or issuable upon exercise of the Warrants and
      by
      way of stock dividend or stock split or in connection with a combination of
      shares, recapitalization, merger, consolidation or other
      reorganization.




“ Warrants ”
shall
      have the meaning assigned to such term in Section 2.1 hereof.




1.2  Accounting
      Principles  The
      character or amount of any asset, liability, capital account or reserve and
      of
      any item of income or expense to be determined, and any consolidation or other
      accounting computation to be made, and the construction of any definition
      containing a financial term, pursuant to this Agreement shall be determined
      or
      made in accordance with generally accepted accounting principles in the United
      States of America consistently applied (“GAAP”).




1.3  Other
      Definitional Provisions; Construction . Whenever
      the context so requires, neuter gender includes the masculine and feminine,
      the
      singular number includes the plural and vice versa. The words “hereof” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
      refer to this Agreement as a whole and not in any particular provision of this
      agreement, and references to section, article, annex, schedule, exhibit and
      like
      references are references to this Agreement unless otherwise specified.
      References in this Agreement to any Persons shall include such Persons’
successors and permitted assigns.




5




ARTICLE
      2




ISSUE
      AND
      SALE OF COMMON
      STOCK AND WARRANTS




2.1  Authorization
      and Issuance of theCommon
      Stock and Warrants . The
      Company has duly authorized an offering of its securities (the “Offering”) of up
      to 3,191,490 shares of Common Stock and Warrants to purchase up to 1,595,745
      shares of Common Stock (the “Warrants”), to be substantially in the form of the
      Warrant attached hereto as Exhibit A. The Warrants are exercisable immediately
      and until the four year anniversary of the Closing Date, with an exercise price
      equal to the closing sales price of the Common Stock on the Closing Date. This
      Agreement is entered into for the purpose of the Purchasers subscribing in
      the
      Offering through the Closing Date in an aggregate amount up to $7,500,000.
      The
      Investment Amount for each Purchaser is indicated on such Purchaser’s signature
      page to this Agreement. The Company reserves the right to reject any
      subscription for any reason, in its discretion. Officers and directors of the
      Company may participate in the Offering, on the same terms as other
      subscribers




2.2  Sale
      and Purchase . Subject
      to the terms and conditions and in reliance upon the representations, warranties
      and agreements set forth herein, the Company shall sell to the Purchasers units
      consisting of two shares of its Common Stock and one Warrant at a unit price
      of
      $4.70 unit.




2.3  The
      Closing . Delivery
      of and payment for the Shares of Common Stock and Warrants (the “Closing”) shall
      be made at the offices of Burns, Figa & Will, P.C., 6400 S. Fiddlers Green
      Circle, Suite 1000, Greenwood Village, Colorado, 80111 commencing at 10:00
      a.m.,
      local time, on February 23, 2007, or at such place or on such other date as
      may
      be mutually agreeable to the Company and the Purchasers. The date and time
      of
      the Closing as finally determined pursuant to this Section 2.3 are referred
      to herein as the “Closing Date.” Delivery of the Common Stock and Warrants shall
      be made to the Purchasers against payment of the Investment Amount therefor,
      by
      check or by wire transfer to the following account, and after this Agreement
      has
      been accepted by the Company:




Burns
      Figa & Will, PC Colorado Lawyers Trust Account




Colorado
      Business Bank


821
      17 th Street


Denver,
      Colorado 80202


ABA
      Routing Number: 102003206


Account
      Name: Burns, Figa & Will, P.C. COLTAF Trust Account


Account
      Number: 3163601





The
      Common Stock and the Warrants shall be issued in name of the Purchaser. In
      the
      event funds are wired but the subscription is rejected by the Company (which
      it
      may do in its sole discretion), then the funds for the rejected subscription
      will be returned to the subscriber, without interest or deduction.




6




ARTICLE
      3




CONDITIONS




3.1  Conditions
      to Purchase of Securities . The
      obligation of the Purchaser to purchase and pay for the Common Stock and
      Warrants is subject to the satisfaction, prior to or at the Closing, of the
      following conditions:




(a)  Representations
      and Warranties True .
      The
      representations and warranties contained in Article 4 hereof shall be true
      and correct in all material respects at and as of the Closing Date as though
      then made, except to the extent of changes caused by the transactions expressly
      contemplated herein.




(b)  Material
      Adverse Change .
      There
      will have been no material adverse change in the business of the Company since
      the filing of its most recent SEC Report on Form 10-KSB.




(c)  Closing
      Documents .
      The
      Company shall have delivered or will cause to be delivered to each Purchaser
      all
      of the following documents in form and substance satisfactory to the
      Purchaser:




(i)  one
      or
      more certificates representing the aggregate number of shares of the Common
      Stock purchased by each Purchaser, such certificates to bear a restrictive
      legend in compliance with the Securities Act;




(ii)  one
      or
      more Warrants to purchase the aggregate number of shares purchased by each
      Purchaser, duly completed and executed by the Company;




(iii) such
      other documents relating to the Transactions contemplated by this Agreement
      the
      Purchaser may reasonably request.




(d)  Proceedings .
      All
      proceedings taken or required to be taken in connection with the transactions
      contemplated hereby to be consummated at or prior to the Closing and all
      documents incident thereto will be satisfactory in form and substance to the
      Purchaser.




ARTICLE
      4




REPRESENTATIONS
      AND WARRANTIES OF THE
      COMPANY




4.1  Representations
      and Warranties of the Company . As
      a
      material inducement to the Purchasers to enter into this Agreement and purchase
      the Common Stock and the Warrants the Company hereby represents and warrants
      to
      the Purchaser as follows:




(a)  Organization
      and Power .
      The
      Company is duly organized, validly existing and in good standing under the
      laws
      of its state of organization. The Company has all requisite corporate or other
      organizational power and authority and all material licenses, permits, approvals
      and authorizations necessary to own and operate its properties, to carry on
      its
      businesses as now conducted and presently proposed to be conducted and to carry
      out the Transactions, and is qualified to do business in every jurisdiction
      where the failure to so qualify might reasonably be expected to have a Material
      Adverse Effect. The Company has its principal executive office in Coeur d’Alene,
      Idaho. The copies of the Charter Documents and By-Laws of the Company that
      have
      been filed with the SEC reflect all amendments made thereto at any time prior
      to
      the date of this Agreement and are correct and complete.




7


(b)  Principal
      Business .
      The
      Company is an exploration stage enterprise engaged in the business of mining.
      The Company currently owns (through its subsidiary) twelve concessions, which
      are located in the municipality of Sierra Mojada, Coahuila, Mexico (the
“ Business ”).




(c)  SEC
      Reports; Financial Statements . Except
      as described in Schedule
      4.1(c) ,
      the
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof
      reports filed on Form 10-KSB, Form 10-QSB, and Form 8-K, for the twelve months
      preceding the date hereof (or such shorter period as the Company was required
      by
      law to file such reports) (the foregoing materials being collectively referred
      to herein as the "SEC Reports" and, together with the Schedules to this
      Agreement (if any), the "Disclosure Materials"). As of the respective dates
      of
      each of the SEC Reports, the SEC Reports complied in all material respects
      with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the SEC promulgated thereunder, and none of the SEC Reports,
      when
      filed, contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. The financial statements of the Company included in the SEC
      Reports comply in all material respects with applicable accounting requirements
      and the rules and regulations of the SEC with respect thereto as in effect
      at
      the time of filing. Such financial statements have been prepared in accordance
      with GAAP applied on a consistent basis during the periods involved, except
      as
      may be otherwise specified in such financial statements or the notes thereto,
      and fairly present in all material respects the financial position of the
      Company and its consolidated Subsidiaries as of and for the dates thereof and
      the results of operations and cash flows for the periods then ended, subject,
      in
      the case of unaudited statements, to normal, immaterial, year-end audit
      adjustments. The Company’s Common Stock is registered pursuant to Section 12(b)
      of the Exchange Act, and the Company has taken no action designed to, or which
      to its knowledge is likely to have the effect of, terminating the registration
      of the Common Stock under the Exchange Act nor has the Company received any
      notification that the SEC is contemplating terminating such registration.




(d)  Capitalization
      and Related Matters .
      As of
      the Closing Date and immediately thereafter, the authorized capital stock of
      the
      Company and the shares of stock that are issued, outstanding and reserved for
      issuance upon exercise of warrants and Options and exercise of the Warrants
      issued hereunder (after giving effect to anti-dilution adjustments) are as
      set
      forth on Schedule
      4.1(d) attached
      hereto. As of the Closing Date, the Company will not have outstanding any
      capital stock or securities convertible or exchangeable for any shares of its
      capital stock except as set forth in the Capitalization Schedule, and will
      not
      have outstanding any rights or options to subscribe for or to purchase its
      capital stock or any stock or securities convertible into or exchangeable for
      its capital stock, except as set forth in the Capitalization Schedule. As of
      the
      Closing Date, the Company will not be subject to any obligation (contingent
      or
      otherwise) to repurchase or otherwise acquire or retire any shares of its
      capital stock, except as set forth herein and the Charter Documents,
      respectively, as in effect on the date hereof. As of the Closing, all of the
      outstanding shares of the Company’s capital stock will be validly issued, fully
      paid and nonassessable. There are no statutory or contractual stockholders’
preemptive rights or notices with respect to the issuance of the Common Stock
      and Warrants hereunder. Subject to and based on the accuracy of all
      representations made by all Purchasers in this Offering, the offer, sale and
      issuance of the Common Stock and Warrants hereunder do not require registration
      under  the
      Securities Act or any applicable state securities laws.




8


(e)  Subsidiaries .
      Except
      as set forth on Schedule
      4.1(e) ,
      the
      Company does not own, or hold any rights to acquire, any shares of stock or
      any
      other security or interest in any other Person.




(f)  Authorization;
      No Breach .
      The
      execution, delivery and performance of this Agreement, the other Purchase
      Documents and all other agreements, instruments, certificates and documents
      contemplated hereby and thereby to which the Company is a party (collectively,
      the “ Transaction
      Documents ”),
      and
      the consummation of the Transactions have been duly authorized by the Company.
      The execution and delivery by the Company of the Transaction Documents and
      the
      consummation of the Transactions do not and will not (i) conflict with or
      result in a breach of the terms, conditions or provisions of, (ii) constitute
      a
      default under, (iii) result in the creation of any Lien upon any of the
      Company’s capital stock or assets pursuant to, (iv) give any third party
      the right to accelerate any obligation under, (v) result in a violation of,
      or
      (vi) require any authorization, consent, approval, exemption or other
      action by or notice to any Governmental Authority or Person pursuant to, the
      Charter Documents of the Company, or any law, statute, rule or regulation to
      which the Company is subject, or any agreement, instrument, order, judgment
      or
      decree to which the Company is a party or to which it or its assets are
      subject.




(g)  Governmental
      Approvals .
      Except
      as specifically provided by the Transaction Documents, no registration with
      or
      consent or approval of, or other action by, any Governmental Authority is or
      will be required in connection with the consummation of the Transactions by
      the
      Company.




(h)  Enforceability .
      This
      Agreement constitutes, and each of the other Transaction Documents when duly
      executed and delivered by the Company will constitute, legal, valid and binding
      obligations of the Company enforceable in accordance with their respective
      terms.




(i)  No
      Material Adverse Change .
      Since
      the date of the latest audited financial statements included within the SEC
      Reports, except as specifically disclosed in the SEC Reports or as described
      on Schedule
      4.1.(i) ,
      (i)
      there has been no event, occurrence or development that has had or that could
      reasonably be expected to result in a Material Adverse Effect, (ii) the Company
      has not incurred any liabilities (contingent or otherwise) other than (A) trade
      payables, accrued expenses and other liabilities incurred in the ordinary course
      of business consistent with past practice and (B) liabilities not required
      to be
      reflected in the Company's financial statements pursuant to GAAP or required
      to
      be disclosed in filings made with the Commission, (iii) the Company has not
      altered its method of accounting or the identity of its auditors, (iv) the
      Company has not declared or made any dividend or distribution of cash or other
      property to its stockholders or purchased, redeemed or made any agreements
      to
      purchase or redeem any shares of its capital stock, and (v) the Company has
      not
      issued any equity securities to any officer, director or Affiliate, except
      pursuant to existing Company stock option plans. The Company does not have
      pending before the SEC any request for confidential treatment of
      information.




9


(j)  Litigation .
      Except
      as described in the SEC Reports, there are no actions, suits or proceedings
      at
      law or in equity or by or before any arbitrator or any Governmental Authority
      now pending or, to the best knowledge of the Company’s management after due
      inquiry, threatened against or filed by or affecting the Company or any of
      its
      directors or officers or the businesses, assets or rights of the
      Company.




(k)  Compliance
      with Laws .
      The
      Company is not in violation of any applicable Law in any material respect.
      The
      Company is not in default with respect to any judgment, order, writ, injunction,
      decree, rule or regulation of any Governmental Authority. The Company is not
      in,
      and the consummation of the Transactions will not cause any, default concerning
      any judgment, order, writ, injunction or decree of any Governmental Authority,
      and there is no investigation, enforcement action or regulatory action pending
      or threatened against or affecting the Company by any Governmental Authority.
      There is no remedial or other corrective action that the Company is required
      to
      take to remain in compliance with any judgment, order, writ, injunction or
      decree of any Governmental Authority or to maintain any material permits,
      approvals or licenses granted by any Governmental Authority in full force and
      effect.




(l)  Transactions
      With Affiliates and Employees .
      Except
      as set forth in the SEC Reports, none of the officers or directors of the
      Company and, to the knowledge of the Company, none of the employees of the
      Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and directors),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Company, any entity in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner.




(m)  Certain
      Fees .
      Except
      for any payments that may be due to Persons set forth on Schedule
      4.1(m) ,
      no
      brokerage or finder's fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement.




(n)  Application
      of Takeover Protections .
      The
      Company has taken all necessary action, if any, in order to render inapplicable
      any control share acquisition, business combination, poison pill (including
      any
      distribution under a rights agreement) or other similar anti-takeover provision
      under the Company's Charter Documents, or the laws of its state of incorporation
      that is or could become applicable to the Purchaser as a result of the Purchaser
      and the Company fulfilling their obligations or exercising their rights under
      the Transaction Documents, including without limitation the Company's issuance
      of the Common Stock, the Warrants and the Underlying Common Stock and the
      Purchaser's ownership of the Common Stock, the Warrants, and the Underlying
      Common Stock.




10


(o)  Taxes .
      Except
      as set forth on Schedule
      4.1(o) ,
      the
      Company has filed or caused to be filed all Federal, state and local tax returns
      that are required to be filed by it, and has paid or caused to be paid all
      taxes
      shown to be due and payable on such returns or on any assessments received
      by
      it, including payroll taxes.




(p)  Labor
      and Employment .
      The
      Company is and each of its Plans are in compliance in all material respects
      with
      those provisions of ERISA, the Code, the Age Discrimination in Employment Act,
      and the regulations and published interpretations thereunder which are
      applicable to the Company or any such Plan. The Company is in compliance in
      all
      material respects with all labor and employment laws, rules, regulations and
      requirements of all applicable domestic and foreign jurisdictions. There are
      no
      pending or threatened labor disputes, work stoppages or strikes.




(q)  Properties;
      Security Interests .
      Except
      as set forth in the SEC Reports, the Company has good and marketable title
      to,
      or valid leasehold interests in, all of the material assets and properties
      used
      or useful by the Company in the Business (collectively, the “ Properties
      and Facilities”) .
      All of
      the Properties and Facilities are in  good
      repair, working order and condition and all such assets and properties are,
      except as set forth in the SEC Reports, free of all Liens. The Properties and
      Facilities constitute all of the material assets, properties and rights of
      any
      type used in or necessary for the conduct of the Business.




(r)  Intellectual
      Property . The
      Company has good title and ownership of, or has sufficient rights to, all
      trademarks, service marks, trade names, copyrights, trade secrets, licenses,
      information, proprietary rights and processes and patents, including without
      limitation the Proprietary Rights (collectively, the “ Intellectual
      Property ”)
      used
      in or necessary for its business as now conducted or as proposed to be
      conducted. The Intellectual Property Schedule attached hereto contains a
      complete and accurate list of all outstanding options, licenses, or agreements
      of any kind relating to the Intellectual Property owned by the Company
      (“ Out-Licenses ”),
      and
      any options, licenses or agreements of any kind with respect to the Intellectual
      Property of any other person or entity that the Company is bound by or a party
      to, excluding standard, off-the-shelf commercial software licensing agreements
      (“ In-Licenses ”).
      None
      of the Intellectual Property used in or necessary for the Company’s business as
      now conducted conflicts with or infringes, nor has the Company received any
      written or oral communications alleging that the Company has violated or, by
      conducting its business, would violate, any Intellectual Property of any other
      person or entity. The transactions contemplated under this Agreement will not
      alter, impair or otherwise affect any rights of the Company in the Intellectual
      Property. The Company has taken commercially reasonable measures to protect
      the
      proprietary nature of the Intellectual Property and to maintain in confidence
      all trade secrets and confidential information owned or used by the
      Company.




There
      are
      no legal or governmental proceedings, including interference, re-examination,
      reissue, opposition, nullity, or cancellation proceedings pending that relate
      to
      any of the Intellectual Property, other than review of pending patent
      applications, and the Company is not aware of any information indicating that
      such proceedings are threatened or contemplated by any governmental entity
      or
      any other Person.




11


The
      Company is not aware that any of its employees or independent contractors is
      obligated under any contract (including licenses, covenants or commitments
      of
      any nature) or other agreement, or subject to any judgment, decree or order
      of
      any court or administrative agency, that would interfere with the use of such
      employee’s or independent contractor’s best efforts to promote the interest of
      the Company or that would conflict with the Company’s business as now conducted
      or as proposed to be conducted. Neither the execution or delivery of this
      Agreement, nor the carrying on of the Company’s business by the employees and
      independent contractors of the Company, nor the conduct of the Company’s
      business as now conducted, or as currently proposed to be conducted, will,
      to
      the Company’s knowledge, conflict with or result in a breach of the terms,
      conditions, or provisions of, or constitute a default under, any contract,
      covenant or instrument under which any such employee or independent contractor
      is now obligated. It is not and will not be necessary to use any inventions
      of
      any of the Company’s employees (or persons the Company currently intends to
      hire) made prior to their employment by the Company. All of the Company’s
      significant employees have executed Confidential Information and Invention
      Assignment Agreements with the Company. To the knowledge of the Company, no
      key
      employee of the Company is in violation of any term of any employment contract,
      patent disclosure agreement, proprietary information agreement, noncompetition
      agreement, or any other contract or agreement or any restrictive covenant
      relating to the right of any such key employee to be employed by the Company
      because of the nature of the business conducted or to be conducted by the
      Company or relating to the use of trade secrets or proprietary information
      of
      others, and the continued employment of the key employees does not subject
      the
      Company or any Purchaser to any liability to third parties.




To
      the
      knowledge of the Company, no key employee of the Company whose termination,
      either individually or in the aggregate, would have a Material Adverse Effect,
      has expressed any present intention of terminating his employment with the
      Company




4.2  Absolute
      Reliance on the Representations and Warranties . All
      representations and warranties contained in this Agreement and any financial
      statements, instruments, certificates, schedules or other documents delivered
      in
      connection herewith, shall survive the execution and delivery of this Agreement
      regardless of any investigation made by the Purchaser or on the Purchaser’s
      behalf.




ARTICLE
      5




REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER




5.1  Purchase
      Entirely for Its Own Account . This
      Agreement is made with the Purchaser in reliance upon the Purchaser’s
      representation to the Company that the Common Stock and the Warrants will be
      acquired for investment for the Purchaser’s own account, not as a nominee or
      agent, and not with any agreement for the resale or distribution of any part
      thereof Subject to the immediate preceding sentence, nothing contained herein
      shall be deemed a representation or warranty by the Purchaser to hold any of
      the
      securities for any period of time.




12


5.2  Disclosure
      of Information .
      The
      Purchaser has had the opportunity to ask questions of, and receive answers
      from
      officers and directors of the Company, to review the SEC Reports, and to obtain
      additional information regarding the Company and this Offering. The Purchaser
      has been given access to information regarding the Company and has utilized
      such
      access to the Purchaser’s satisfaction for the purpose of obtaining such
      information regarding the Company as the Purchaser has reasonably requested.
      Such information includes the terms and conditions of the offering of the Common
      Stock and Warrants to the Purchaser, and the plan of operations of the Company’s
      business and financial condition of the Company. Neither such inquiries nor
      any
      other investigation conducted by or on behalf of the Purchaser or its
      representatives or counsel shall modify, amend or affect the Purchaser’s right
      to rely on the truth, accuracy and completeness of the Disclosure Materials
      and
      the Company’s representations and warranties contained in the Purchase
      Documents.




5.3  Accredited
      and Sophisticated Investor; Investment Experience.Purchaser
      represents that it is a sophisticated investor and an “accredited investor” as
      defined in Rule 501 under the Securities Act, for the reason(s) indicated
      below:




______
            An
                employee benefit plan within the meaning of Title I of the Employee
                Retirement Income Security Act of 1974, if the investment decision
                is made
                by a plan fiduciary, as defined in Section 3(21) of such Employee
                Retirement Income Security Act, which is either a bank, savings and
                loan
                association, insurance company or registered investment advisor,
                or if the
                employee benefit plan has total assets in excess of $5,000,000 or,
                if a
                self directed plan, with investment decisions made solely by persons
                that
                are otherwise accredited investors.
            _____
            A
                trust with total assets in excess of $5,000,000 not formed for the
                specific purpose of acquiring the Shares, whose purchase is directed
                by a
                person who has such knowledge and experience in financial and business
                matters that he or she is capable of evaluating the merits and risks
                of an
                investment in the Shares.
              A
                bank as defined in Section 3(a)(2) of the Act, or a savings and loan
                association or other institution as defined in Section 3(a)(5)(A)
                of the
                Act, whether acting in its individual or fiduciary capacity.______
            A
                private business development company as defined in Section 202(a)(22)
                of
                the Invest-ment Advisors Act of 1940.
            _____
            A
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934.______
            An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                or a corporation, Massachusetts or similar business trust, or a
                partnership (in each case not formed for the specific purpose of
                acquiring
                the Shares) with total assets in excess of $5,000,000.
            _____
            An
                insurance company as defined in Section 2(13) of the Act.
              An
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                the
                Investment Company Act of 1940.______
            A
                natural person whose net worth, individually or jointly with spouse,
                exceeds $1,000,000 at this time (including the value of that person's
                principal residence valued at either (x) cost, including cost of
                improvements, net of current encumbrances on the property, or (y)
                the
                appraised value of the property as determined by a written appraisal
                used
                by an institution lender making a loan to that person secured by
                the
                property, including subsequent improvements, net of current encumbrances
                on the property).
            _____
            A
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.
              A
                plan established and maintained by a state, its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions,
                for the benefit of its employees, if such plan has total assets in
                excess
                of $5,000,000.





13




The
      Purchaser represents that it is an investor in restricted securities and
      acknowledges that it is able to fend for itself, can bear the economic risk
      of
      its investment, and has such knowledge and experience in financial or business
      matters that it is capable of evaluating the merits and risks of the investment
      in the Common Stock and Warrants and can bear the economic risk of loss of
      the
      entire investment in the securities being purchased. The Purchaser represents
      that it is not purchasing the Common Stock and Warrants as a result of any
      advertisement, article, notice or other communication or any other general
      solicitation.




5.4  Restricted
      Securities .
      The
      Purchaser acknowledges Common Stock, the Warrants and the Underlying Common
      Stock have not been registered under the Securities Act and may be resold only
      if registered pursuant to the provisions of the Securities Act or if an
      exemption from registration is available.




5.5  Legends .
      The
      Company may place an appropriate legend on the Common Stock and the Warrants
      owned by the Purchaser or the Underlying Common Stock concerning the
      restrictions set forth in this Article 5. Upon the assignment or transfer by
      the
      Purchaser or any of its successors or assignees of all or any part of the Common
      Stock or Warrants, the term “Purchaser” as used herein shall thereafter mean, to
      the extent thereof, the then holder or holders of such Common Stock or Warrants,
      or portion thereof.




5.6  Survival
      of Purchaser Representations .
      All
      representations and warranties contained in this Agreement by Purchaser and
      any
      financial statements, instruments, certificates, schedules or other documents
      delivered in connection herewith, shall survive the execution and delivery
      of
      this Agreement, regardless of any investigation made by the Company or on the
      Company’s behalf.




ARTICLE
      6




COVENANTS




6.1  Affirmative
      Covenants by
      Company. The
      Company covenants that, so long as the Purchaser owns any Common Stock or
      Underlying Common Stock or Warrants the Company shall:




14


(a)  Existence .
      Do or
      cause to be done all things necessary to preserve, renew and keep in full force
      and effect its legal existence.




(b)  Furnishing
      of Information .
      Timely
      file (or obtain extensions in respect thereof and file within the applicable
      grace period) all reports required to be filed by the Company pursuant to the
      Exchange Act, and if the Company is not required to file reports pursuant to
      such laws, it will prepare and furnish to the Purchaser and make publicly
      available in accordance with Rule 144(c) such information as is required for
      the
      Purchaser to sell the Common Stock and Underlying Common Stock under Rule 144.
      The Company further covenants that it will take such further action as any
      holder of Common Stock, Warrants and or the Underlying Common Stock may
      reasonably request, all to the extent required from time to time to enable
      such
      Person to sell the Shares and Underlying Common Stock without registration
      under
      the Securities Act within the limitation of the exemptions provided by Rule
      144.




(c)  Common
      Stock Reserve .
      Maintain in reserve, at all times that the Warrants are unexercised, authorized,
      but unissued and unreserved, shares of Common Stock for issuance upon exercise
      of the Warrants.




(d)  Further
      Assurances .
      With
      reasonable promptness, execute and deliver to the Purchaser, from time to time,
      upon the reasonable request of the Purchaser, such supplemental agreements,
      statements, assignments and transfers, or instructions on documents as the
      Purchaser may request in order that the full intent of this Agreement and the
      other Purchase Documents may be carried into effect.




ARTICLE
      7




MISCELLANEOUS




7.1  Successors
      and Assigns . This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, except that the Company may not
      assign or transfer its rights hereunder or any interest herein or delegate
      its
      duties hereunder.




7.2  Modifications
      and Amendments . The
      provisions of this Agreement may be modified, waived or amended, but only by
      a
      written instrument signed by the Company and the Purchaser.




7.3  No
      Implied Waivers; Cumulative Remedies; Writing Required . No
      delay
      or failure in exercising any right, power or remedy hereunder shall affect
      or
      operate as a waiver thereof; nor shall any single or partial exercise thereof
      or
      any abandonment or discontinuance of steps to enforce such a right, power or
      remedy preclude any further exercise thereof or of any other right, power or
      remedy. The rights and remedies hereunder are cumulative and not exclusive
      of
      any rights or remedies that the Purchaser or any holder of Warrants or
      Underlying Common Stock would otherwise have. Any waiver, permit, consent or
      approval of any kind or character of any breach or default under this Agreement
      or any such waiver of any provision or condition of this Agreement must be
      in
      writing, and shall be effective only to the extent in such writing specifically
      set forth.




15


7.4  Fees
      and Expenses .
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of the
      Purchase Documents.




7.5  Notices . All
      notices and other communications given to or made upon any party hereto in
      connection with this Agreement shall, except as otherwise expressly herein
      provided, be in writing (including telecopy, but in such case, a confirming
      copy
      will be sent by another permitted means) and mailed via certified mail,
      telecopied or delivered by guaranteed overnight parcel express service or
      courier to the respective parties, as follows:




to
      the
      Company :





Metalline
      Mining Company


1330
      East
      Margaret Avenue


Coeur
      d’Alene, ID 83815


Fax:
      (208) 665-0041


Phone:
      (208) 665-2002




with
      a
      copy to:




Burns
      Figa & Will, P.C.


6400
      South Fiddlers Green Circle, Suite 1000


Greenwood
      Village, Colorado 80111


Attn:
      Theresa M. Mehringer, Esq.


Fax:
      (303) 792-2777


Phone:
      (303) 796-2626




and





To
      the
      Purchasers and their respective counsel at the addresses set forth below their
      signatures;





or
      in
      accordance with any subsequent written direction from the recipient party to
      the
      sending party. All such notices and other communications shall, except as
      otherwise expressly herein provided, be effective upon delivery if delivered
      by
      courier or overnight parcel express service; in the case of certified mail,
      three (3) Business Days after the date sent; or in the case of telecopy or
      email, when received.




7.6  Survival . All
      representations, warranties, covenants and agreements of the Company contained
      herein or made in writing in connection herewith shall survive the execution
      and
      delivery of this Agreement, the Closing and the purchase and delivery of the
      Common Stock and Warrants.




7.7  Governing
      Law . This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Colorado, without regard to conflict of laws
      principles.




16


7.8  Severability . Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be prohibited by or invalid under applicable law in any
      jurisdiction, such provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating any other provision of this
      Agreement.




7.9  Headings .
      Article, section and subsection headings in this Agreement are included for
      convenience of reference only and shall not constitute a part of this Agreement
      for any other purpose.




7.10  Counterparts . This
      Agreement may be executed in any number of counterparts and by any party hereto
      on separate counterparts, each of which, when so executed and delivered, shall
      be an original, but all such counterparts shall together constitute one and
      the
      same instrument.




7.11  Integration . This
      Agreement and the other Purchase Documents set forth the entire understanding
      of
      the parties hereto with respect to all matters contemplated hereby and supersede
      all previous agreements and understandings among them concerning such matters.
      No statements or agreements, oral or written, made prior to or at the signing
      hereof, shall vary, waive or modify the written terms hereof.




7.12  Independent
      Nature of Purchaser Obligations and Rights. Each Purchaser acknowledges that
      it has sole responsibility for its own due diligence investigation and its
      own
      investment decision and that in connection with its investigation and its
      investment decision (i) such Purchaser has not relied on any representation
      by
      or on behalf of the Company not set forth in the SEC Reports or in this
      Agreement, and (ii) such Purchaser has not relied on the fact that any other
      Person has decided to invest in the Offering.




17


**SIGNATURE
      PAGE TO**




**COMMON
      STOCK AND WARRANT PURCHASE AGREEMENT**




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




**COMPANY:**





METALLINE
      MINING COMPANY


a
      Nevada
      corporation








By:
      _______________________________________


Name:
      _____________________________________


Title:
      ______________________________________




**PURCHASER** :





__________________________________________





By:
      _______________________________________


Name:  _____________________________________


Title:
            ____________________________________





Investment
      Amount: $


Shares
      of Common Stock:


Warrants
      to Purchase Shares of Common Stock:





Address
      for Notices to:




Name:_____________________________________




Email
      address:______________________________




Street
      Address: _____________________________




_________________________________________




_________________________________________




Telephone:_________________________________




With
      a
      copy to: _____________________________




_________________________________________




_________________________________________














EXHIBITS




EXHIBIT
      A  Form
      of
      Warrant




SCHEDULES




Schedule
      4.1(c)


·
            None





Schedule
      4.1(d)


·
            The
                Company’s authorized capital stock is 160,000,000 shares of Common Stock,
                $0.01 par value, of which the following are issued, outstanding and
                reserved for issuance:


o
            34,471,912
                shares of Common Stock are outstanding as of February 13, 2007.


o
            2,408,000
                shares of Common Stock are reserved upon exercise of stock options
                to be
                granted under the Company’s 2000 Equity Incentive Plan or the 2006 Stock
                Option Plan.


o
            12,153,347****shares
                of Common Stock are reserved upon exercise of warrants and stock
                options


o
            48,000
                shares of Common Stock that have accrued as compensation for services
                but
                are not issued.


o
            Any
                other securities identified as issued, outstanding or reserved for
                issuance in the SEC Reports.





Schedule
      4.1(e)


·
            See
                Exhibit 21.1 to the Company’s Form 10-KSB for the fiscal year ended
                October 31, 2006, filed on January 31,
                2007





Schedule
      4.1(i)


·
            Possible
                redemption of 210,000 shares of Common Stock held by Mexican
                employees


·
            Possible
                adoption of shareholders’ rights plan resulting in dividend on all Common
                Stock shares.





Schedule
      4.1(m)


·
            Other
                finders that may be identified by the
                Company.





Schedule
      4.1(o)


·
            None








THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
      SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF
      THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR
      ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT.





Issue
      Date: March 6, 2007








**WARRANT
      TO PURCHASE SHARES OF COMMON STOCK**





**OF**





**METALLINE
      MINING COMPANY**





THIS
      CERTIFIES that, for value received, ___________ is entitled to purchase from
      METALLINE MINING COMPANY, a Nevada corporation (the “Corporation”), subject to
      the terms and conditions hereof, _________ shares (the “Warrant Shares”) of
      common stock, $0.01 per share par value (the “Common Stock”). This warrant,
      together with all warrants hereafter issued in exchange or substitution for
      this
      warrant, is referred to as the “Warrant” and the holder of this Warrant is
      referred to as the “Holder.” The number of Warrant Shares is subject to
      adjustment as hereinafter provided. Notwithstanding anything to the contrary
      contained herein, this Warrant shall expire at 5:00pm MST on March 6, 2011
      (the
“Termination Date”).




Exercise
      of Warrants .
      (a) The
      Holder may, at any time on or after March 6, 2007 and prior to the Termination
      Date, exercise this Warrant in whole or in part at an exercise price per share
      equal to $2.42 per share, subject to adjustment as provided herein (the “Warrant
      Price”), by the surrender of this Warrant (properly endorsed) at the principal
      office of the Corporation, or at such other agency or office of the Corporation
      in the United States of America as the Corporation may designate by notice
      in
      writing to the Holder at the address of such Holder appearing on the books
      of
      the Corporation, and by payment to the Corporation of the Warrant Price in
      lawful money of the United States by check or wire transfer for each share
      of
      Common Stock being purchased. Upon any partial exercise of this Warrant, there
      shall be executed and issued to the Holder a new Warrant in respect of the
      shares of Common Stock as to which this Warrant shall not have been exercised.
      In the event of the exercise of the rights represented by this Warrant, a
      certificate or certificates for the Warrant Shares so purchased, as applicable,
      registered in the name of the Holder, shall be delivered to the Holder hereof
      as
      soon as practicable after the rights represented by this Warrant shall have
      been
      so exercised.




2. Reservation
      of Warrant Shares .
      The
      Corporation agrees that, prior to the expiration of this Warrant, it will at
      all
      times have authorized and in reserve, and will keep available, solely for
      issuance or delivery upon the exercise of this Warrant, the number of Warrant
      Shares as from time to time shall be issuable by the Corporation upon the
      exercise of this Warrant.








3. No
      Stockholder Rights .
      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a stockholder of the Corporation.





4. Transferability
      of Warrant .
      Prior
      to the Termination Date and subject to compliance with applicable laws, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the
      office or agency of the Corporation by the Holder in person or by duly
      authorized attorney, upon surrender of this Warrant together with the Assignment
      Form annexed hereto properly endorsed for transfer.





5. Certain
      Adjustments .
      With
      respect to any rights that Holder has to exercise this Warrant and convert
      into
      shares of Common Stock, Holder shall be entitled to the following
      adjustments:





(a)  Reclassification,
      Recapitalization, etc .
      If the
      Corporation at any time shall, by subdivision, combination or reclassification
      of securities, recapitalization, automatic conversion, or other similar event
      affecting the number or character of outstanding shares of Common Stock, or
      otherwise, change any of the securities as to which purchase rights under this
      Warrant exist into the same or a different number of securities of any other
      class or classes, this Warrant shall thereafter represent the right to acquire
      such number and kind of securities as would have been issuable as the result
      of
      such change with respect to the securities that were subject to the purchase
      rights under this Warrant immediately prior to such subdivision, combination,
      reclassification or other change.





(b)  Split
      or Combination of Common Stock and Stock Dividend .
      In case
      the Corporation shall at any time subdivide, redivide, recapitalize, split
      (forward or reverse) or change its outstanding shares of Common Stock into
      a
      greater number of shares or declare a dividend upon its Common Stock payable
      solely in shares of Common Stock, the Warrant Price shall be proportionately
      reduced and the number of Warrant Shares proportionately increased. Conversely,
      in case the outstanding shares of Common Stock of the Corporation shall be
      combined into a smaller number of shares, the Warrant Price shall be
      proportionately increased and the number of Warrant Shares proportionately
      reduced. Notwithstanding the foregoing, in no event will the Warrant Price
      be
      reduced below the par value of the Common Stock.





6. Legend
      and Stop Transfer Orders .
      Unless
      the Warrant Shares have been registered under the Securities Act, upon exercise
      of any part of the Warrant, the Corporation shall instruct its transfer agent
      to
      enter stop transfer orders with respect to such Warrant Shares, and all
      certificates or instruments representing the Warrant Shares shall bear on the
      face thereof substantially the following legend:





THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
      SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF
      THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR
      ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES
      ACT.








7. Redemption .
      The
      Corporation shall have the right, upon 30 days’ written notice to the Holder
      (“Redemption Notice”), to redeem all or any portion of this Warrant at a price
      equal to $.01 per Warrant Share, provided that (i) the Warrant Shares have
      been
      registered for resale pursuant to the Securities Act, and are freely tradable
      without restriction or legend for at least the 30-day period preceding such
      notice and (ii) the Closing Bid Price (as hereinafter defined) for the Common
      Stock has been at least $5.00 on each day during the 10-trading day period
      immediately preceding the date of the Redemption Notice (subject to adjustment
      to reflect forward or reverse stock splits, stock dividends, recapitalizations
      and the like) and the average daily per share volume of the Common Stock traded
      on the American Stock Exchange or the principal exchange where the Common Stock
      is traded is in excess of 100,000 shares **** for
      the
      10-trading day period immediately preceding the date of the Redemption Notice
      from the Corporation to the Holder. As used herein, “Closing Bid Price”, shall
      mean the closing bid price of the Common Stock as reported by Bloomberg
      Financial L.P. on the date in question (based on a trading day from 9:30 a.m.
      ET
      to 4:02 p.m. Eastern Time) (and, if no closing bid price is reported, the
      closing price as so reported, and if neither the closing bid price nor the
      closing price is so reported, the last reported price of the Common Stock as
      determined by an independent evaluator mutually agreed to by the Holder and
      the
      Corporation).





8. Miscellaneous .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Colorado. All the covenants and provisions of this Warrant by or for
      the benefit of the Corporation shall bind and inure to the benefit of its
      successors and assigns hereunder. Nothing in this Warrant shall be construed
      to
      give to any person or corporation other than the Corporation and the holder
      of
      this Warrant any legal or equitable right, remedy or claim under this Warrant.
      This Warrant shall be for the sole and exclusive benefit of the Corporation
      and
      the holder of this Warrant. The section headings herein are for convenience
      only
      and are not part of this Warrant and shall not affect the interpretation hereof.
      Upon receipt of evidence satisfactory to the Corporation of the loss, theft,
      destruction or mutilation of this Warrant, and of indemnity reasonably
      satisfactory to the Corporation, if lost, stolen or destroyed, and upon
      surrender and cancellation of this Warrant, if mutilated, the Corporation shall
      execute and deliver to the Holder a new Warrant of like date, tenor and
      denomination.





IN
      WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
      its
      duly authorized officers this 6th day of March **,** 2007.








METALLINE
      MINING COMPANY











By:  
      ______________________________


Merlin
      Bingham, President







**WARRANT
      EXERCISE FORM**





**To
      Be Executed by the Holder in Order to Exercise Warrant**







To:
            Metalline Mining Company1330 E. Margaret AvenueCoeur d”Alene, ID 83815Attention:
              President





Dated:____________




The
      undersigned, pursuant to the provisions set forth in the attached Warrant No.
      ______, hereby irrevocably elects to purchase _________ shares of the Common
      Stock of Metalline Mining Company covered by such Warrant.




The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant. Such payment takes the form
      of
      $______ in lawful money of the United States.




(a)  The
      undersigned hereby requests that certificates for the Warrant Shares purchased
      hereby be issued in the name of:












(please
      print or type name and address)







(please
      insert social security or other identifying number)





and
      be
      delivered as follows:











(please
      print or type name and address)







(please
      insert social security or other identifying number)





and
      if
      such number of shares of Common Stock shall not be all the shares evidenced
      by
      this Warrant Certificate, that a new Warrant for the balance of such shares
      be
      registered in the name of, and delivered to, Holder.




___________________________________


Signature
      of Holder





SIGNATURE
      GUARANTEE:








___________________________________







**ASSIGNMENT
      FORM**





(To
      assign the foregoing warrant, execute


this
      form. Do not use this form to exercise the warrant.)











FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to







________________________________________________________________
      whose address is





______________________________________________________________________________





______________________________________________________________________________











Dated:
      _____________________, _______








Holder's
      Signature:  _________________________________________





Holder's
      Address:  __________________________________________




__________________________________________











Signature
      Guaranteed: ___________________________________________











NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust Corporation. Officers
      of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.