exhibit10-21.htm


     EXPLORATION
CONTRACT WITH AN OPTION TO PURCHASE

    


    In the
city of San Salvador de Jujuy, Province of Jujuy, on 8th
February 2010, between on the one part Mr. Antonio Augustin Giulianotti, N.I.D.
(National Identity Document)
No. 7.379.817, with domicile in Dr. Aparicio Street No. 667, District of
Ciudad de Nieva, city of San Salvador de Jujuy, Province of Jujuy, who in this
deed is acting in his own right and for and on behalf of JUAN PABLO GIULIANOTTI,
Argentinean, N.I.D. No29707995; CLAUDIA KARINA GIULIANOTTI, Argentinean, N.I.D.
No23946342 and MARÍA GABRIELA GIULIANOTTI, Argentinean, N.I.D. No22777383;
ABRAHAM ALFREDO CABEZAS, N.I.D. No11256394 and ANA MARÍA IBAÑEZ, N.I.D.
No6435121, in accordance with special power of attorney of July 6th,
2007, which to date is still valid and has neither been revoked or limited,
presented before Notary Public of this city Cesar Ricardo Frias (hereinafter the
“TITLE HOLDER”), and on the other part Mr. FABIO MONTANARI, with Italian
Passport No. E571059, with current domicile at Obispo Padilla 588, Borough of
Nieva, city of San Salvador de Jujuy, Province of Jujuy, who in this deed is
acting as an individual and in his capacity as person in charge of a Company or
of a Joint Venture to be named in the future, (hereinafter the “INTERESTED
PARTY”), the parties jointly and in common agreement declare;

    


    PRELIMINARY
INFORMATION

    


    The TITLE
HOLDER has registered in his name, before the Court of Mines of the Province of
Jujuy, the mining property identified as file 020-G-1997 registered as Sur
Eureka mine, with an area of 2926 hectares, located in the Department of Santa
Catalina of this Province, (hereinafter the MINING PROPERTY).

    


    As the
INTERESTED PARTY wishes to obtain from the TITLE HOLDER the exclusive right to
explore the MINING PROPERTY, with an option to purchase it, the INTERESTED PARTY
and the TITLE HOLDER agree to execute a Contract, subject to the following
articles:

    


    ONE:
DECLARATIONS AND GUARANTEES

    


    1- The
TITLE HOLDER declares and guarantees to the INTERESTED PARTY that:

    


    a) He has
the exclusive right to execute and carry out this Contract, which is binding and
enforceable in accordance with its terms.

    b) He has
the proper and commercial right over all the MINING PROPERTY, which is free from
any encumbrance, mortgage, attachment or lien.

    c) There
are no claims over the ownership of the MINING PROPERTY nor, to the best of his
knowledge, any grounds to such claims.

    d) There
are no other agreements in force nor options relating to the exploration or the
exploitation of the MINING PROPERTY.

    e) To the
best of his knowledge, information and belief, there are no legal actions either
outstanding or to be initiated, no lawsuits, claims or disputes relating to the
MINING PROPERTY or which could affect its possession

    f) The
MINING PROPERTY has not been explored or exploited with mechanical equipment
that might have caused environmental changes or damage or with the potential to
cause environment damage in the future, such as drainage of acid
rocks.

    


    1.2.1           The
declarations and guarantees established in preceding clause 1.1 have been
considered by the parties as conditions of the Contract and will remain in force
for the whole period of this Contract and following the purchase of the MINING
PROPERTY by the INTERESTED PARTY; consequently each party is obliged to
indemnify and release the other from any loss, damage, cost or legal action
which may result from the misrepresentation of any of the preceding declarations
and guarantees.

    


    
      
         

      

      
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    TWO:
TERM

    


    The
period of validity of this Contract will begin once it has been signed and it
will remain in force for the time necessary for the fulfilment of the
stipulations of articles NINE and TEN.

    


    THREE:
EVALUATION AND EXPLORATION

    


    The TITLE
HOLDER grants the INTERESTED PARTY the exclusive possession of the MINING
PROPERTY for the term of this Contract, authorizing him to exercise all mining
rights conferred on the TITLE HOLDER, which includes the exclusive right to
assess the MINING PROPERTY and carry out exploratory operations therein, as well
as any other work relating to this activity, according to the method, form and
extent that the INTERESTED PARTY may determine at his own
discretion.

    


    FOUR:

    


    
      	
               
      

            	
              4.1
      In this deed the TITLE HOLDER delivers to the INTERESTED PARTY all the
      geological,   administrative and legal information in his
      possession on the MINING PROPERTY which is the subject of this
      Contract.

            


    

    


    
      	
              4.2  

            	
              During
      the term of this Contract the INTERESTED PARTY, his dependents or
      representatives will have the right to conduct all exploratory activities
      on the MINING PROPERTY that the TITLE HOLDER has the right to conduct
      according to the Argentinean Mining
Code.

            


    

     
 

    
      	
              4.3  

            	
              The
      TITLE HOLDER authorizes the INTERESTED PARTY to conduct on the MINING
      PROPERTY topographical, geographical and geophysical surveys, drilling
      works, trench and well works or any other kind of mining work of an
      exploratory nature.  The INTERESTED PARTY will be able to
      extract, analyze and process samples, both geochemical and metallurgical,
      including those of an industrial size, send them to laboratories or
      research centres and deliver samples at necessary volumes to be tested by
      potential buyers.

            


    

    


    
      	
              4.4  

            	
              The
      INTERESTED PARTY, his representatives, dependents, agents, his own workers
      or those belonging to contractors, will have the right to access the
      MINING PROPERTY without any limitation and to introduce into the property
      all machines, tools, equipment and supplies deemed necessary or
      appropriate.  At the termination of this Contract, for any
      reason, within one hundred and twenty (120) calendar days starting from
      the date of termination of this Contract, the INTERESTED PARTY may remove
      said machines, tools, equipment and supplies at his own
      expense.

            


    

    


    
      	
              4.5  

            	
               The
      TITLE HOLDER or his representatives will have the right to access the
      MINING PROPERTY.  The INTERESTED PARTY will not be held
      responsible for any damage or loss that may be suffered by the TITLE
      HOLDER or his representatives on the occasion of their work and during
      visits to the MINING PROPERTY, with the exception of that caused by fault
      or negligence of the INTERESTED
PARTY.

            


    

    


    


    
      
         

      

      
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    FIVE:

    


    
      	
              5.1  

            	
              The
      INTERESTED PARTY will be held responsible for the contracting of personnel
      required for the fulfilment of his contractual obligation and in respect
      of said personnel, must strictly comply with current stipulations on
      matters of labour and pension
legislation.

            


    

    


    
      	
              5.2  

            	
              The
      INTERESTED PARTY is obliged to take out Liability Insurance in order to
      cover contingencies arising as a consequence of the activities that the
      INTERESTED PARTY carries out on the MINING
  PROPERTY.

            


    

    


    
      	
              5.3

            	
              The
      INTERESTED PARTY is obliged to keep the TITLE HOLDER free from liability
      for any damage or loss as a consequence of judgements or claims of a
      work-related, civil, commercial or criminal nature made by third parties
      as a consequence of the activity carried out by the INTERESTED PARTY in
      the execution of this Contract, as well as damage caused to third persons,
      their personnel and/or subcontractors and that caused to the
      environment.  In any of the events mentioned above, the
      INTERESTED PARTY will bear the legal defence costs of the TITLE HOLDER in
      the courts.

            


    

    


    SIX:

    


    In case
the option agreement is not exercised, the INTERESTED PARTY is obliged to
provide the TITLE HOLDER with all data relating to deposits or evidence of
minerals discovered during the evaluation and exploration of the MINING
PROPERTY.

    


    The TITLE
HOLDER undertakes not to make any kind of declaration, presentation of
documentation or take any other action, measures or steps of any kind relating
to THE MINING PROPERTY, before the Court of Mines of the Province of Jujuy nor
before other subsidiary establishment, without the prior consent of the
INTERESTED PARTY.  Non-compliance with this will bring about the
rescission of this Contract, at the discretion of the INTERESTED PARTY, with the
TITLE HOLDER being held responsible for damage and loss caused to the INTERESTED
PARTY as a consequence thereof.

    


    The TITLE
HOLDER can conduct audits of the exploration tasks and other mining activities
that the INTERESTED PARTY carries out on the MINING PROPERTY, using his own
auditors or those appointed by the TITLE HOLDER.

    


    The
INTERESTED PARTY will take all the necessary steps so that, should the case
arise, the declarations of discoveries which are made in the area covered by the
MINING PROPERTY and any other mining right,  are registered before the
Court of Mines of the Province of Jujuy  and these will be registered
under the name of the TITLE HOLDER.

    


    The
declarations and other mining rights registered in the name of the TITLE HOLDER
as a consequence of exploratory works carried out by the INTERESTED PARTY within
the MINING PROPERTY will be automatically incorporated into the same and as a
consequence will be subject to the Option to Purchase and the remaining
provisions of this Contract.

    


    Unless
the Court of Mines of the Province of Jujuy requires the measurement, staking
out and registration of the MINING PROPERTY, or if there is a legal obligation
to do so, the legal figures in force on the date the contract is signed will be
held by the TITLE HOLDER until the INTERESTED PARTY exercises the Option to
Purchase.

    


    
      
         

      

      
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    The TITLE
HOLDER will do everything necessary to maintain the validity of his right over
the MINING PROPERTY.

    


    SEVEN:

    


    During
the period of validity of this Contract, the TITLE HOLDER voluntarily refrains
from carrying out acts of disposal of or encumbrance on the MINING PROPERTY,
whatever they may be, including but not limited to: sales, transfers, mortgages,
assignments, leases, contracting and hereditary leases.

    


    In this
deed the TITLE HOLDER signs a presentation to the Court of Mines of the Province
of Jujuy requesting the registration of the restriction referred to in the
paragraph above.  This restriction will be valid during the term of
the Contract but can be lifted unilaterally by the TITLE HOLDER should the
INTERESTED PARTY not exercise the Option to Purchase of this Contract at the
terms established in article TEN.

    


    In
support of the said restriction, the TITLE HOLDER will proceed with the
registration of this Contract before the Court of Mines of the Province of
Jujuy, and failing this, will authorise the INTERESTED PARTY to formalize said
registration. The costs of the stamp and fees received for services applicable
according to the tax laws of the Province of Jujuy for the corresponding period
up to the exercise of the Option to Purchase of the MINING PROPERTY, will be
charged to the INTERESTED PARTY.

    


    If the
INTERESTED PARTY opts to purchase the MINING PROPERTY and its transfer could not
be made due to the fault of the TITLE HOLDER before the date of expiry of the
restriction, he must request that the Court of Mines of the Province of Jujuy
register an extension of this period until the transfer is formalized and
failing that, authorize the INTERESTED PARTY irrevocably to request such
extension on his behalf.

    


    EIGHT:
RESCISSION

    


    During
the period this Contract is in force the INTERESTED PARTY may at any moment
unilaterally give up the Option to Purchase and cancel this Contract, even after
having exercised said Option to Purchase. This decision must be communicated to
the TITLE HOLDER in a reliable manner and with no less than thirty (30) calendar
days notice.  The Contract will terminate for both parties on the
effective date of rescission specified in the notification.

    


    This
rescission will not grant the TITLEHOLDER the right to any claim whether as
indemnity, loss or business interruption.

    


    As from
the effective date of rescission the INTERESTED PARTY will not be obliged to
make the outstanding payments established in article TEN.

    


    The TITLE
HOLDER will be able to cancel this Contract if the INTERESTED PARTY does not
comply with the payments established in article TEN, after thirty (30) days have
passed since the TITLE HOLDER had requested such compliance in a reliable manner
and in writing according to what is established in article
NINETEEN.

    


    NINE:
OPTION TO PURCHASE

    


    During
the period of validity of this Contract, the INTERESTED PARTY will have the
exclusive option to acquire the MINING PROPERTY, which will be understood to
have been automatically executed once the INTERESTED PARTY completes the
payments established in the article.

     

    
      
         

      

      
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    TEN:

    


    Once the
Option to Purchase is executed, the TITLE HOLDER must sign and deliver all
documents, proceed with all registrations and entries and take all steps
required to execute the assignment or transfer of the MINING PROPERTY to the
INTERESTED PARTY, free from any obligation, charge or encumbrance.

    


    Moreover,
the TITLE HOLDER will have the right to the following payment plan:

    


    During
the life of the mine, the TITLE HOLDER will receive 1% of the NSR (Net Smelter
Return). This can be purchased by the INTERESTED PARTY for $ 1,000,000.00 (One
Million US Dollars) anytime after the start of production.

    


    Plus

    


    Payment
of a “total sum” of $1,500,000 (One Million Five Hundred Thousand US Dollars),
subtracting from this amount the payments of the option already
made.

    


    
      	
              10.1.  

            	
              The
      total price the INTERESTED PARTY will pay to the TITLE HOLDER for Right of
      Exploration and Option to Purchase on the MINING PROPERTY including all
      titles, properties and mining rights which make up the property, consists
      of the “total sum” to be paid as
follows:

            


    

    


    - On
8th
February 2010, the sum of US$30,000 (Thirty thousand US Dollars)

    


    - On
9th
February 2010, the sum of US$70,000 (Seventy thousand US Dollars).

    


    - On
20th
March 2010, the sum of US$50,000. - (Fifty thousand US Dollars). -

    


    - On
30th July
2010, the sum of US$1,350,000 (One million three hundred and fifty thousand US
Dollars).

    


    
      	
              10.2.  

            	
              Once
      the Option to Purchase is exercised in the way indicated in paragraph
      10.1., then the assignment or transfer of ownership of each and every one
      of the properties and mining rights which make up the MINING PROPERTY must
      be signed before a Notary Public who will be appointed by the INTERESTED
      PARTY.  The said transfer must be made within thirty (30)
      working days counted as from the date the Option to Purchase was put into
      effect.  The costs of drawing up the deed, stamp and fees
      applicable to such assignment or transfer according to the tax regulations
      of the Province of Jujuy will be borne equally by the
    parties.

            


    

    


    
      	
              10.3.  

            	
              If
      by 30th
      July 2010 the payment of the sum of US$ 1,350,000 (One million three
      hundred and fifty thousand US Dollars) is not made, the INTERESTED PARTY
      will have a priority on the right of option for the purchase of the MINING
      PROPERTY for three years.  If the TITLE HOLDER opts in that time
      to sell or contract with a third party, the INTERESTED PARTY will have the
      right, at the same conditions and with a period of ten calendar days after
      notification to the address reported in this contract, to purchase or
      contract at identical conditions.

            


    

    


    


    
      
         

      

      
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    ELEVEN:
TERMINATION OF CONTRACT

    


    
      	
              11.2

            	
              If
      the INTERESTED PARTY or the TITLE HOLDER were to rescind the Contract,
      this would be terminated for both parties on the effective date of
      rescission as is indicated in the corresponding
    notification.

            


    

    


    
      	
               
      

            	
              TWELVE:

            


    

    


    
      	
               
      

            	
              When
      termination of the Contract takes place due to the reasons indicated in
      the previous paragraph, the INTERESTED PARTY
  must:

            


    

    


    
      	
              12

            	
              Give
      back possession of the MINING PROPERTY to the TITLE HOLDER.  The
      TITLE HOLDER will receive possession or ownership of the MINING PROPERTY,
      as the case may be, in the physical and legal condition it is in, with no
      right to claim indemnity for damages, losses, business interruption or
      reparation of any kind.

            


    

    


    
      	
              12.2

            	
              Sign,
      register and deliver to the TITLE HOLDER all documents required to verify
      the termination of the Contract before the Court of Mines of the Province
      of Jujuy or before interested third
parties.

            


    

    


    
      	
              12.3

            	
              Leave
      the MINING PROPERTY within one hundred and twenty (120) calendar days from
      the effective date of termination of the Contract and remove from it, at
      his own expense, all machinery, tools, equipment, personal belongings and
      appliances brought in.  In order to comply with this obligation,
      the INTERESTED PARTY will be able to access the MINING PROPERTY during
      that period.

            


    

    


    
      	
              12.4

            	
              Deliver
      to the TITLE HOLDER within sixty (60) calendar days from the effective
      date of termination of the Contract, a copy of all maps, geological
      reports, tests results, drilling records and other technical data
      resulting from the exploration and evaluation tasks carried out by the
      INTERESTED PARTY.

            


    

    


    THIRTEEN:

    


    As from
the effective date of termination of the Contract, it will lose all validity and
effect for both parties, with the exception of the obligations established in
the previous article and in article FOURTEEN of this Contract which will remain
in force for an additional period of one (1) year.

    


    
      	
               
      

            	
              FOURTEEN:
      CONFIDENTIALITY

            


    

    


    All
knowledge or information that the TITLE HOLDER acquires with regard to the
results of the exploration conducted by the INTERESTED PARTY, methods applied,
results of analysis, metallurgical tests, location of drilling, discoveries
made, technology or inventions applied or as a consequence of any activity
carried out by the INTERESTED PARTY by virtue of this Contract, will be kept
secret by the TITLE HOLDER and deemed as confidential, unless the INTERESTED
PARTY releases the TITLE HOLDER from this obligation in writing or the
information is required from the TITLE HOLDER by state organisations, legally
constituted for that purpose.  This applies for one (1) year after the
termination of the Contract.

    


    


    


    
      
         

      

      
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    FIFTEEN:
FORCE MAJEURE

    


    None of
the parties will be held responsible for failure to fulfil their obligations
under this Contract when it is due to reasons beyond their control, including,
but not limited to; work-related conflicts, whatever their origin, and
irrespective of the validity of the claim or whether the parties are in a
position to pay it, as long as the conflict is not a consequence of
non-fulfilment of the legal or contractual obligations of the parties; events in
nature; laws, provisions, decrees or resolutions of any state authority;
judicial sentences or decisions that prevent or alter the fulfilment of the
contractual obligations or prevent, any permits or licences from being obtained
under reasonable conditions; lack of availability or insufficiency of equipment
and material in the country to carry out the tasks
prescribed in this Contract; suspension of activities to remedy or prevent the
present or future transgression of federal, provincial or municipal laws or
regulations relating to the environment; acts of war or situations caused by
insurrection or rebellion; fire; explosions; earthquakes; volcanic eruptions;
storms; flooding; droughts and other adverse climatic conditions.

    


    The
affected party shall notify the other without any delay of the act of force
majeure and the suspension of his obligations, stating the reason for such
suspension and its estimated duration. The affected party shall resume the
fulfilment of his obligations as soon as reasonably possible.

    


    SIXTEEN:
AREA OF INFLUENCE

    


    All
property, right or mining interest acquired by either of the parties during the
term of this Contract in the areas adjacent to the MINING PROPERTY will be
incorporated into the same, and consequently will be subject to the terms and
conditions established herein.

    


    SEVENTEEN:
GENERAL CLAUSES

    


    The
investments that the INTERESTED PARTY makes in fulfilment of this Contract must
be notified to the TITLE HOLDER together with the relevant supporting documents
at the address established in this Contract for the receipt of
notifications.

    


    EIGHTEEN:

    


    The
relationship between the parties will be governed by the provisions of this
Contract and subsidiarily by the Argentinean Mining Code and applicable
Argentinean legislation.

    


    Any
controversy in the application or interpretation of this Contract will be
subject to the jurisdiction of the Ordinary Courts of the City of San Salvador
de Jujuy, with any other jurisdiction or legislation being waived.

    


    NINETEEN:

    


    If either
of the parties were to fail to fulfil any obligation established in this
Contract, the party affected by such omission will notify the party in default
in writing and in a reliable manner of the said omission and the latter will not
lose the rights conferred by this Contract, unless within thirty (30) calendar
days from receipt of such notification, he has not taken all reasonable measures
to remedy his non-fulfilment.

    


    
      
         

      

      
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    If the
party in default ceases to take the relevant measures to remedy his
non-fulfilment within that period, the affected party will have the right to
demand the remedy of such non-fulfilment through the courts or by any other
means he deems appropriate, without prejudice to what is established in article
EIGHT with regard to the rescission of the Contract.

    


    TWENTY:

    


    This
contract will be to the advantage of and be binding upon the parties who sign
it, as well as their respective heirs, executors, administrators, successors and
beneficiaries.

    


    TWENTY
ONE:

    


    Either
party can freely assign all his rights and obligations arising from this
Contract to third persons and can also enter into partnership with third persons
for its fulfilment, by notifying the TITLE HOLDER in writing of the substantial
conditions of such assignment or partnership.

    


    The TITLE
HOLDER can only assign his corresponding rights and obligations with the written
consent of the INTERESTED PARTY and this consent cannot be refused without
reasonable cause.

    


    TWENTY
TWO:

    


    The
purpose of the headings or titles of this Contract is to facilitate reference to
the articles it includes but they do not affect nor limit the interpretation of
the Contract.

    


    TWENTY
THREE: NOTIFICATIONS

    


    Any
notification relating to this Contract must be made in writing and can be
delivered by hand or sent by prepaid registered mail, certified mail or by
facsimile, addressed accordingly to:

    


    The
INTERESTED PARTY: FABIO MONTANARI, Calle Independencia 219, city of San Salvador
de Jujuy, Province of Jujuy, Telephone +1 303 800 5752, or +39 347 351 8362, Fax
+39 070 7731262, E-mail fabiomontanari1@gmail.com

    


    The TITLE
HOLDER, Mr. Antonio Augustin Giulianotti, Dr. Aparicio Street No. 667, District
of Ciudad de Nieva, city of San Salvador de Jujuy, Province of Jujuy, Phone +54
(0) 388 4242722 or +54 388 581 5066 E-mail tumicul@hotmail.com

    


    Any
notification sent by facsimile will be considered to be delivered and received
on the working day after the date of remittance of the facsimile.

    


    Either
party can notify the other in writing and in a reliable manner at any time of a change
of their address and as from the effective date of delivery of such
notification, the new address specified therein will be considered as the
address of that party for notification purposes.

    


    
      
         

      

      
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    As proof
of acceptance, the parties sign four originals for the same purpose and to one
effect, in the city of
San Salvador de Jujuy, Province of Jujuy, Republic of Argentina on 8th
February 2010.

    


    


    


    Fabio
Montanari                                                                                     Antonio
Augustin Giulianotti

    


    /s/ Fabio
Montanari                                                                                                /s/ Antonio Augustin
Giulianotti

    


    


    


    


    


    
      	
               
      

            	
              Book
      152, folio 57, record 113

            


    

    
      	
               
      

            	
              SS
      de Jujuy, 08/02/2010.-

            


    

    
      	
               
      

            	
              Pages;
      00697597 to 00697598

            


    

    


    


     THREE
NOTARY PUBLIC STAMPS: CERTIFICATION OF SIGNATURES

    


    


    
      
         

      

      
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    NOTARIAL
RECORD

    NOTARY’S
STAMP                                                                                                     NATIONAL
STAMP

    Law
4884/96

    CERTIFICATION
OF SIGNATURES

    A
00697597

    


    S. S. de
Jujuy, 8th
February 2010

    


    The
person who has signed and placed his stamp at the foot of this document, Notary
Public CESAR RICARDO FRIAS, National Notary Public, Holder of Registration No.36
with domicile in the city of San Salvador de Jujuy.

    


    DOES
HEREBY CERTIFY; FIRST: THAT the signature(s) that appear(s) in this Public Deed
attached to this sheet (EXPLORATION CONTRACT WITH OPTION TO
PURCHASE)

    is/are
placed in this deed, in his presence, by the person(s) whose name(s) and
identity document(s) are mentioned as follows:

    


    FABIO
MONTANARI, with Passport of the European Union, Republic of Italy, No. E 571059
and ANTONIO AUGUSTIN GIULIANOTTI, N.I.D. No 7379817; who verify their identity
in accordance with Article No. 1002, paragraph c, of the Civil Code, amended by
Law No. 26240; I certify

    


    SECOND:
That said person(s) is/are acting in their own right.

    


    THIRD:
That the corresponding requirement(s) and signature(s) have been recorded
simultaneously in the Book of Requirements No. 152 on sheet 57 Entry 113, with
stamp(s) No. 00481779-00481780 being attached to said instrument and to such
book.

    


    


    NOTARY
PUBLIC’S STAMP AND SIGNATURE

    


    
      
         

      

      
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