exhibit10-20.htm


    Joint-Venture
or Joint Enterprise Agreement

    


    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 MANUEL BERNAL MATEO,
Argentinean, N.I.D. No. 131016435, according to special power of attorney No.
125 of 15th
March 2006, which to date is still valid and has neither been revoked or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,
Italian, 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, who in this deed is acting in a personal capacity for Incas Mineral SA
only in relation to matters concerning this Contract, 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 255-2-1948, with Mining Registry
Palca Ingenio, located in the Department of Santa Catalina of this Province,
with 30 hectares (thirty hectares) and in process through file 089-B-1996 Mine
El Torno Norte with 2352 hectares (two thousand three hundred and fifty two
hectares) and file 090-B-1996; Mine El Torno Sur with 1565 hectares (one
thousand five hundred and sixty five hectares), Mine Manolo with 600 hectares
(six hundred hectares) and File 064-B-19996; Mine La Despreciada, with 3314
hectares (three thousand three hundred and fourteen hectares) and File
127-G-1997 (hereinafter the MINING PROPERTY); and he is also entitled to the
Right of Access, file 1356-G-1984 in the area where the gravitational
concentration plant and the dam for the capture of water are
located

    


    FIRST:                      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, grounds to such claims.

    d) The
Right of Access agreement relating to file 1356-G-1984 is in good standing and
the TITLE HOLDER takes complete charge thereof: the eventual cost for the right
will be paid by the INTERESTED PARTY.

    e) There
are other agreements and options relating to the exploration and exploitation of
the MINING PROPERTY with the Company Incas Mineral S.A. which the INTERESTED
PARTY has knowledge of and accepts.

    f) 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.

    


    


    
      
         

      

      
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              1.2.1

            	
              The
      declarations and guarantees established in the 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, it being
      established that this contract is independent and does not modify nor
      alter in any way the contract duly signed with Incas Mineral
      S.A.

            


    

    


    TWO:
TERM

    


    The
period of validity of this Contract is fixed and established at four years, i.e.
it will expire without fail on 4th
February 2014. This term is renewable for another equal period at the discretion
of the INTERESTED PARTY only if at least fifty percent of the ore reserves have
been exploited.

    


     

    THREE:
EXPLOITATION

    


    The
INTERESTED PARTY and the TITLE HOLDER are interested in executing this present
Joint Venture agreement to exploit the alluvial part of the MINING
PROPERTY.

    


    The TITLE
HOLDER grants and confers to the Joint Venture, the following:

    - The
Gravitational Concentration Plant;

    - The use
of the Right of Access in the area where the Concentration Plant is
located.

    


    The
INTERESTED PARTY delivers and confers to the Joint Venture:

    - The
necessary Capital for the exploitation, the putting into operation of the plant
and all inherent expenses;

    - The
necessary mining Technology for its implementation and
commissioning;

    - The
Work and the necessary mining technicians

    


    The
INTERESTED PARTY will take charge of all the works necessary to put the mine and
the gravitational concentration plant into operation and in addition, he will
manage all the works and will be the sole coordinator of all the decisions such
as, for example, the amount of investments made, as well as the method, the time
and the type of such investments The INTERESTED PARTY will be the sole
coordinator in relation to the methods, the times and the type of exploitation,
as well as all the modifications of and extensions to the exploitation plant,
and the machinery to be used for earth movement etc., and will also be solely
responsible for technical, economic and operational management.

     
 

    It is
established that the INTERESTED PARTY is solely and exclusively responsible for
civil liability for any reason and he must take out the necessary civil and/or
work-related insurance and take any necessary precautions. – The owner will be
able to contract the insurance for eventual losses if this were not taken out,
all at the expense of the INTERESTED PARTY.  The INTERESTED PARTY is
the one responsible for taking measures for the approval of any environmental
impact with the competent authorities.

     
 

    The
INTERESTED PARTY will be responsible for the contracting of personnel necessary
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.

    


    


    


    


    
      
         

      

      
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    The
installations for the hydro-mechanical concentration plant consist
of:

    - Laying
of power line for the water intake pumps and electric motors of the plant
(revolving screen, centrifuge, etc.).

    - Dam for
the pumping of water and dikes for the sedimentation of mud.

    - 1
assembly of Australian tanks for the storage of water with a capacity of 314,000
litres.

    -
Construction of a building for the hydro-mechanical concentration plant and
reinforcement of the same with a hopper reinforced in stone and
cement.

    - 2
electric water pumps: 1 of 8Hp and 1 of 25Hp;

    - 2 fixed
screens with a diameter of aperture of 2 inches;

    - 1 steel
feed hopper;

    - 1
Revolving Screen 6m in length X 1.80m in diameter;

    - 1 set
of primary recovery chutes;

    - 1 set
of secondary recovery chutes;

     

    


     

    The
gravitational concentration plant may be totally modified, remodelled and
altered, and the TITLE HOLDER is under no obligation to make any investment to
such end.  At the termination of this contract or if the exploitation
is not profitable, the gravitational concentration plant will become the
exclusive property of the INTERESTED PARTY.

    


    FOUR: THE
RIGHT OF ACCESS

    


     

    The Right
of Access will be used for the joint venture at the terms set down in the
agreement relating to the same Right of Access.

    


     

    FIVE:
EARNINGS

    


     

    The Joint
Venture agreement will not give rise to a new company: the company of the TITLE
HOLDER and the INTERESTED PARTY will work in consortium with 10% ownership for
the TITLE HOLDER and 90% ownership for the INTERESTED PARTY.  Then,
the division of the gross product of the gravitational concentration plant will
be divided in the ratio of 10% for the TITLE HOLDER and 90% for the INTERESTED
PARTY.  Each one of the parties will sell their product independently.
Control of the exploitation will be taken by the TITLE HOLDER and/or any other
person that he may designate, and this person will have all the necessary
authorizations. -

    


     

    SIX:
ADMINISTRATION AND TAX

    


     

    Each one
of the Parties will have their own administration. The administration of the
project which is the subject of the Joint Venture will be held by the INTERESTED
PARTY in all its forms.

    


    The
INTERESTED PARTY and the TITLE HOLDER will pay the taxes which correspond to
each of them.

    


     

    


     

    


    
      
         

      

      
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    SEVEN:
TRANSFER OF RIGHT AND OBLIGATIONS

    


     

    The
INTERESTED PARTY can only transfer this contract to the company INCAS MINERAL
SA.

    


    EIGHT:
COMPETENT COURT, JURISDICTION AND ADDRESS

    


    For all
legal purposes, whether judicial or extrajudicial, the parties submit only to
the jurisdiction of the Ordinary Courts of the Province of Jujuy, expressly
waiving any other jurisdiction, especially a Federal one, and notifications sent
to the following addresses will be valid:

    


    The
INTERESTED PARTY: FABIO MONTANARI, Calle Independencia 219,  city of
San Salvador of Jujuy, Province of Jujuy, Telephone +1 303 800 5752, +54 388
4884560 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 Nieva, city of San Salvador de Jujuy, Province of Jujuy, Telephone +54 (0)388
4242722 or +54 388 581 5066, E-mail tumicul@hotmail.com

    


     

    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

    


    


    


    


    Incas
Mineral S.A. concurs with that agreement.

    


    Per:  /s/
Fabio Montanari

    


    


    Fabio
Montanari

    President

    


    


    


    


    
      	
               
      

            	
              Book
      152, folio 57, record 114

            


    

    
      	
               
      

            	
              SS
      de Jujuy, 08/02/2010.-

            


    

    
      	
               
      

            	
              Pages;
      00697599 to 00697600

            


    

    


     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
00697599

    


    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 (Joint Venture or Joint Enterprise)

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

    


    FABIO
MONTANARI with Passport of the European Union, Republic of Italy No. E 571059 y
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 67 Entry 114, with
stamp(s) No. 00461781-00461782 being attached to said instrument and to such
book.

    


    


    NOTARY
PUBLIC’S STAMP AND SIGNATURE

    


    


    
      
         

      

      
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