exhibit10-19.htm


    ASSIGNMENT
AGREEMENT

    


    THIS ASSIGNMENT AGREEMENT
dated the 29th day
of March, 2010,

    


    AMONG:

    


    
      	
               
      

            	
              FABIO MONTANARI, a
      businessman with European Union Passport No. E571059, with actual domicile
      at Obispo Padilla 588, District of Nieva, city of San Salvador de Jujuy,
      Province of Jujuy

            


    

    


    
      	
               
      

            	
              (the
      “Assignor”)

            


    

    


    AND:

    


    
      	
               
      

            	
              INCAS MINERAL, S.A., an
      Argentinean company with a business office at Bahnhofstrasse 23, Zug,
      Switzerland, 6300

            


    

    


    
      	
               
      

            	
              (the
      “Assignee”)

            


    

    


    AND:

    


    
      	
               
      

            	
              SOLTERA MINING CORP., a
      company incorporated under the laws of the State of Nevada and having its
      executive office located at Bahnhofstrasse 23, Zug, Switzerland,
      6300

            


    

    


    
      	
               
      

            	
              (“Soltera”)

            


    

    


    AND:

    


    
      	
               
      

            	
              ANTONIO AUGUSTIN
      GIULIANOTTI, a businessman with 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

            


    

    


    
      	
               
      

            	
              (the “Owner)

            


    

    


    


    WHEREAS:

    


    
      	
              A.

            	
              pursuant
      to a joint venture agreement (the “Joint Venture Agreement”) between the
      Owner and the Assignor dated February 8, 2010, the Owner has granted the
      Assignor access to and the right to mine the El Torno
      property;

            


    

    


    
      	
              B.

            	
              pursuant
      to an exploration contract with an option to purchase (the “Option Agreement”)
      between the Owner and the Assignor dated February 8, 2010, the Owner has
      granted the Assignor the right to explore and the option to purchase the
      Sur Eureka mine;

            


    

    


    
      	
              C.

            	
              the
      Assignor has agreed to assign to the Assignee and Soltera all of his
      right, title and interest in each of the Joint Venture Agreement and the
      Option Agreement (collectively, the “Original Agreements”) to
      the Assignee and Soltera, subject to the terms and conditions contained in
      this agreement;

            


    

    


    
      
         

      

      
        Page
- 1

        
          

        

      

      
         

      

    

    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and the mutual promises,
covenants, conditions, representations and warranties hereinafter contained and
the sum of Ten ($10.00) Dollars now paid by the Assignee to the Assignor and for
other good and valuable consideration, the receipt of which are acknowledged,
and subject to the terms and conditions hereinafter set out, the parties have
agreed and do agree as follows:

    


    


    ARTICLE
1

    Assignment of Original
Agreement

    


    1.1           The
Assignor hereby irrevocably assigns, grants, transfers and sets over unto the
Assignee and Soltera as and from the 8th day
of February, 2010, the following:

    


    
      	
               
      

            	
              (a)

            	
              the
      Assignors right, title and interest in the Original
      Agreements;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      and all obligations and payments payable under the Original Agreements;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      other benefits and advantages to be derived from the Original
      Agreements.

            


    

    


    ARTICLE
2

    Assignor’s Authority to
Assign the Original Agreements

    


    2.1           The
Assignor represents and warrants to the Assignee and Soltera that he has good
right, full power and absolute authority to assign its interest in the Original
Agreements to the Assignee and Soltera.

    


    ARTICLE
3

    Assignee’s Authority to
Accept Assignment of the Original Agreements

    


    3.1           The
Assignee covenants with the Assignor that with respect to the interest assigned
in Section 1.1 hereof, the Assignee will observe and perform the Assignor’s
covenants, obligations and agreements contained in the Original Agreements,
whether those covenants, obligations and agreements arose before, on or after
February 8, 2010.

    


    3.2           The
Assignee represents and warrants to the Assignor that it has good right, full
power and absolute authority to accept the assignment of the Assignor’s interest
in the Original Agreements.

    


    ARTICLE
4

    Consent of the
Owner

    


    4.1           The
Owner agrees and consents to the assignment of the Assignor’s interest in the
Original Agreements to the Assignee and Soltera pursuant to the terms and
conditions of this agreement and the Original Agreements.

    


    ARTICLE
5

    Indemnification

    


    5.1           The
Assignee covenants and agrees to indemnify and save harmless the Assignor, its
respective successors and assigns, of and from all obligations or liabilities,
actions, suits, charges, losses, damages or expenses of any nature whatsoever
(including legal costs on a solicitor and its client basis), to which the
Assignor is subjected to under the Original Agreements, whether those
obligations or liabilities, actions, suits, charges, losses, damages or expenses
arose before, on or after February 8, 2010, provided however, that nothing
herein will require the Assignee to reimburse the Assignor for any monies
previously incurred or expended by the Assignor under the Original
Agreements.

    


    ARTICLE
6

    Severability

    


    6.1              If
any one or more of the provisions contained herein should be invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provisions will not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein will not in any way be affected or
impaired thereby.

    


    ARTICLE
7

    Further
Assurances

    


    7.1           Each
of the parties covenants and agrees, from time to time and at all times, to do
all such further acts and execute and deliver all such further deeds and
documents as will be reasonably required in order to fully perform and carry out
the terms and intent of this Original Agreements.

     

     


    
      
         

      

      
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      ARTICLE
8

      Governing
Law


    

     

    8.1           This
agreement and all provisions hereof will be governed by and construed in
accordance with the laws of Nevada and of the United States applicable therein
and will be treated in all respects as a Nevada contract.

    


    ARTICLE
9

    Enurement

    


    9.1           This
agreement will extend and enure to the benefit of and be binding upon all
parties hereto and their respective heirs, successors and permitted
assigns.

    


    ARTICLE
10

    Miscellaneous

    


    10.1           The
division of this agreement into sections and the insertion of headings are for
convenience and reference only and will not affect the construction or
interpretation of this agreement.

    


    


    IN WITNESS WHEREOF this agreement was
executed by the parties hereto as of the day and year first above
written.

    


    


    SIGNED, SEALED and DELIVERED                                )

    by Fabio Montanari in the
presence
of:                            )

     )

    /s/
Witness                                                             
)

    Signature
of
Witness                                                           )

    )           

    )             FABIO
MONTANARI

    Print
Name                                                                           
 )

    )

    )

    Address                                                                               
 )

    )

    )

    Occupation                                                                          
)

    


    


    


    The
Common Seal
of                                                           )

    Incas Mineral,
S.A.                                                             )

    was
hereto affixed in the presence
of:                              )

    )                                           C/S

    /s/
Authorized
Signatory                                  
 )

    )

    Authorized
Signatory                                                         )

    


    


    The
Common Seal
of                                                          
)

    Soltera Mining
Corp.                                                         )

    affixed                      was
hereunto in the presence of:   
)                                           C/S

    )

    /s/
Authorized
Signatory                                   )

    )

    Authorized
Signatory                                                         )

    


    


    
      
         

      

      
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    SIGNED, SEALED and DELIVERED                               )

    by Antonio Augustin
Giulianotti                                     )

    in the
presence
of:                                                               )

    )

    /s/
Witness                                                            
)

    Signature
of
Witness                                                          )                      /s/
Antonio Augustin Giulianotti

    )           

    )             ANTONIO AUGUSTIN
GIULIANOTTI

    Print
Name                                                                             )

    )

    )

    Address                                                                                
)

    )

    )

    Occupation                                                                         
 )

    


    


    


    
      
         

      

      
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