EXHIBIT
        10.24

       

      


       

      MINERAL
        PROPERTY

       

       EXPLORATION
        AND PURCHASE OPTION AGREEMENT

       

       

       

      BETWEEN

       

      LLOYD
        A. CLARK

       

      AND

       

      TREND
        MINING COMPANY

       

       

      Dated
        and
        Effective as of September 2, 2004

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

      
        
          
            	 	 
	
                    RECITALS 

                  	
                    4

                  
	 	 
	
                    ARTICLE
                      I DEFINITIONS 

                  	
                    4

                  
	 	 
	
                    ARTICLE
                      II REPRESENTATIONS AND WARRANTIES 

                  	
                    7

                  
	
                    2.1 CAPACITY
                      OF THE PARTIES 

                  	
                    7

                  
	
                    2.2 DISCLOSURES 

                  	
                    7

                  
	
                    2.3 COMPANY
                      REPRESENTATION AND WARRANTIES 

                  	
                    7

                  
	
                    2.4 OWNER
                      REPRESENTATIONS AND WARRANTIES 

                  	
                    7

                  
	
                    2.5 SURVIVAL
                      OF REPRESENTATIONS AND WARRANTIES 

                  	
                    7

                  
	 	 
	
                    ARTICLE
                      III PURPOSE 

                  	
                    8

                  
	
                    3.1 GENERAL 

                  	
                    8

                  
	
                    3.2 PURPOSES 

                  	
                    8

                  
	 	 
	
                    ARTICLE
                      IV RELATIONSHIP OF THE PARTIES 

                  	
                    8

                  
	
                    4.1 NO
                      PARTNERSHIP 

                  	
                    8

                  
	
                    4.2 OTHER
                      BUSINESS OPPORTUNITIES 

                  	
                    8

                  
	
                    4.3 TRANSFER
                      OR TERMINATION OF RIGHTS 

                  	
                    9

                  
	
                    4.4 IMPLIED
                      COVENANTS 

                  	
                    9

                  
	 	 
	
                    ARTICLE
                      V TERMS 

                  	
                    9

                  
	
                    5.1 EFFECTIVE
                      DATE AND TIME PERIOD TERM 

                  	
                    9

                  
	
                    5.2 GENERAL
                      TERMS 

                  	
                    9

                  
	
                    5.3 WORK
                      OBLIGATIONS 

                  	
                    9

                  
	
                    DEFAULT 

                  	
                    10

                  
	
                    PRODUCTION
                      ROYALTY 

                  	
                    10

                  
	 	 
	
                    ARTICLE
                      VI DUTIES OF OPERATOR 

                  	
                    10

                  
	
                    6.1 POWERS
                      AND DUTIES OF COMPANY 

                  	
                    10

                  
	
                    6.2 STANDARD
                      OF CARE

                  	
                    11

                  
	 	 
	
                    ARTICLE
                      VII WITHDRAWAL AND TERMINATION 

                  	
                    11

                  
	
                    7.1 TERMINATION
                      BY EXPIRATION OR AGREEMENT 

                  	
                    11

                  
	
                    7.2 WITHDRAWAL 

                  	
                    12

                  
	
                    7.3 CONTINUING
                      OBLIGATIONS AND ENVIRONMENTAL LIABILITIES 

                  	
                    12

                  
	
                    7.4 DISPOSITION
                      OF ASSETS UPON TERMINATION 

                  	
                    12

                  
	
                    7.5 RIGHT
                      TO DATA AFTER TERMINATION 

                  	
                    12

                  
	
                    7.6 CONTINUED
                      AUTHORITY 

                  	
                    12

                  
	 	 
	
                    ARTICLE
                      VIII ADDITIONAL ACQUISITIONS 

                  	
                    12

                  
	
                    8.1 ACQUISITIONS
                      WITHIN AREA OF INTEREST 

                  	
                    12

                  
	
                    8.2 ACQUISITIONS
                      OUTSIDE OF AREA OF INTEREST 

                  	
                    13

                  
	 	 
	
                    ARTICLE
                      IX ABANDONMENT AND SURRENDER OF PROPERTIES 

                  	
                    13

                  
	
                    9.1 ABANDONMENT
                      AND SURRENDER OF PROPERTIES 

                  	
                    13

                  
	 	 
	
                    ARTICLE
                      X TRANSFER OF INTEREST 

                  	
                    13

                  
	
                    10.1 GENERAL 

                  	
                    13

                  
	
                    10.2 LIMITATIONS
                      AND FREE TRANSFERABILITY 

                  	
                    13

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          TABLE
            OF CONTENTS
             

            
              	
                       

                    	 
	
                      ARTICLE
                        XI CONFIDENTIALITY 

                    	
                      14

                    
	
                      11.1 General     

                    	
                      14

                    
	
                      11.2 Exceptions         

                    	
                      14

                    
	
                      11.3 Press
                        Release Draft for Comment       

                    	
                      15

                    
	
                      11.4 Notice
                        Required         

                    	
                      15

                    
	
                      11.5 Duration
                        of Confidentiality       

                    	
                      15

                    
	 	 
	
                      ARTICLE
                        XII GUARANTEE        

                    	
                      15

                    
	
                      12.1 OWNER
                        Guarantees of its Affiliates       

                    	
                      15

                    
	
                      12.2 Company
                        Guarantees of its Affiliates      

                    	
                      15

                    
	 	 
	
                      ARTICLE
                        XIII GENERAL PROVISIONS       

                    	
                      15

                    
	13.1 Notice
                      and Payment	
                      
                        16

                      

                    
	13.2
Binding
                      Effect	
                      
                        16

                      

                    
	
                      13.3
                        Waiver

                    	
                       16

                    
	
                      13.4 Modification         

                    	
                      16

                    
	
                      13.5 Force
                        Majeure         

                    	
                      16

                    
	
                      13.6 Governing
                        Law         

                    	
                      16

                    
	
                      13.7 Arbitration         

                    	
                      17

                    
	
                      13.8 Further
                        Assurances        

                    	
                      17

                    
	
                      13.9 Survival
                        of Terms and Conditions       

                    	
                      17

                    
	
                      13.10 Entire
                        Agreement; Successors and Assigns      

                    	
                      17

                    
	
                      13.11 Dollars          

                    	
                      17

                    
	
                      13.12 Counterparts         

                    	
                      17

                    
	 	 
	
                      WITNESS
                        AND EXECUTION        

                    	
                      17

                    
	 	 
	
                      ACKNOWLEDGEMENTS        

                    	
                      18

                    
	 	 
	
                      EXHIBIT
                        "A" THE PROPERTY        

                    	
                      19

                    
	 	 
	
                      EXHIBIT
                        "B" GROSS ROYALTY        

                    	
                      20

                    


            

          

        



      
        
          
             

          

          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      MINERAL
        PROPERTY

       

      EXPLORATION
        AND PURCHASE OPTION AGREEMENT

       

      THIS
        AGREEMENT is made, entered into and effective this 2nd
        day of
        September, 2004, herein referred to as the “Effective Date" between Lloyd
        A. Clark,
        referred
        to herein as “OWNER”
        whose
        address is 2091-206 Street, Langley, BC V2Z 2A4, and Trend
        Mining Company,
        a
        Delaware Corporation, herein referred to as “Company”whose
        address is 5575 South Sycamore Street, Suite 103, Littleton, CO
        80120.

       

      RECITALS

       

      WHEREAS,
        OWNER
        controls or owns the Property (herein referred to as the “Property”)
        known
        as the Diabase Peninsula, Cree Lake Area, Saskatchewan (Saskatchewan Mineral
        Claim #S-106843). The Property is comprised of such surface and mineral rights
        as more particularly described in Exhibit “A” hereto.

       

      WHEREAS,
        Company
        desires to enter into an Exploration and Purchase Agreement with OWNER for
        the
        Property.

       

      NOW,
        THEREFORE,
        OWNER
        and Company agree to enter into an exclusive Exploration and Purchase Option
        Agreement, herein referred to as the “Agreement”,
        and in
        consideration of the mutual covenants and agreements contained herein, the
        Parties mutually agree as follows: 

       

      ARTICLE
        I

       

      DEFINITIONS

       

      "Accounting
        Procedure"
        means
        the procedures set forth in Section 6.1 h and 7.2.

       

      "Acquiring
        Party"
        means
        the Party who has acquired additional interests within the Area of Interest
        as
        more particularly described in Section 9.1, 12.1 and 12.2 of this
        Agreement.

       

      "Affiliate’(s)"
        means in
        respect of a party, any individual’(s), partnership’(s), corporation’(s),
        representative’(s), consultant’(s), joint venture’(s), corporation’(s) or other
        form of enterprise that directly or indirectly controls, is controlled by,
        or is
        under common control with, OWNER or Company. For purposes of the preceding
        sentence, "control" means possession, directly or indirectly, of the power
        to
        direct or cause direction of management and policies through OWNERship of
        voting
        securities, contract, voting trust or otherwise.

       

      "Agreement"
        means
        this Mineral Exploration and Purchase Agreement, including all amendments
        and
        modifications thereof, and all schedules and exhibits, which are hereby
        incorporated herein by reference.

       

      “Anniversary
        Date”shall
        mean the date following one or more years after the Effective Date.

       

      "Assets"
        means
        the assets of the Mineral Property and includes without limitation the Property,
        Minerals and all other real and personal property, tangible and intangible,
        held
        or to be held for the benefit of the Property.

       

      "Budget"
        means a
        detailed estimate of all costs to be incurred by Company with respect to
        a
        Program.

       

      "Company"
        means
        Trend Mining Company, a company incorporated under the laws of Delaware and
        its
“Affiliates”, successors and assigns. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      "Deemed
        Expenditures"
        means
        the amount determined in accordance with the provisions in Section 5.2 of
        this
        Agreement.

       

      "Development"
        means
        all preparation other than Exploration for the removal and recovery of Minerals,
        including the construction or installation of a mill or any other improvements
        to be used for the mining, handling, milling, processing or other beneficiation
        of Minerals.

       

      “Dollars”
        or
“$”
        means
        Canadian Dollars throughout this agreement.

       

      "Effective
        Date"
        means
        September 2, 2004.

       

      "Exploration"
        means
        all activities directed toward ascertaining the existence, location, quantity,
        quality or commercial value of deposits of Minerals.

       

      "Exploration
        Expenditures"
        means
        all cash, expenses and obligation spent or incurred by Company on Operations
        and
        shall include, but not be limited to, all rentals, fees, option payments,
        taxes
        and assessment work required to keep the Mineral Lease Agreement and the
        Property in good standing, all expenditures for Corporate, Exploration Field
        Office, and all office and field related exploration activities including,
        with
        out limitations, geophysical, geological, geochemical, analytical and laboratory
        work, all surveys, drilling, assaying, metallurgical testing, engineering,
        and
        all other expenditures directly benefiting the Property.

       

      "Force
        Majeure"
        shall
        have the meaning described to it in Section 14.5.

       

      “Environmental
        Compliance”
        means
        actions taken in connection with activities or operations on the Property
        to
        comply with the requirements of all Environmental Laws or contractual or
        governmentally mandated commitments related to reclamation of the Property,
        or
        other compliance with Environmental Laws.

       

      “Environmental
        Law”means
        the
        applicable Canadian environmental statutes and any provincial law counterparts,
        together with all other laws (including rules, regulations, codes, plans,
        injunctions, judgements, orders, decrees, rulings, and charges thereunder)
        of
        federal, provincial and local governments (and all agencies thereof) concerning
        pollution or protection of the environment, reclamation, public health and
        safety, or employee health and safety, including laws relation to emissions,
        discharges, releases, or threatened releases of pollutants, contaminants,
        or
        chemical, industrial, hazardous, or toxic materials or wastes into ambient
        air,
        surface water, ground water or lands or otherwise relating to the existence,
        manufacture, processing distribution, use, treatment, storage, disposal,
        recycling, transport, or handling or reporting or notification to any
        governmental authority in the collection, storage, use, treatment or disposal
        of
        pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
        or wastes.

       

      "Lease"
        means
        the
        (“Mineral Exploration and Purchase Option Agreement”) granted by OWNER to
        Company as described in Section 5.

       

      "Lease
        Payments" means
        the
        payment to be made during the term of Lease described in Section
        5.2.

       

      "Mineral
        Interest"
        means
        the property, any applicable mining easement and other mining rights or
        interests more particularly set out in Exhibit “A” hereto as at the date of this
        Agreement and shall include all lands acquired in the Area of Interest and
        those
        additional Mineral Interest which may be substituted, supplemented or acquired
        to form part of the Mineral Property during the term of the
        Agreement.

       

      "Mining"
        means
        the
        mining, extracting, producing, handling, milling or other processing of
        Minerals. 

       

      "Minerals"
        means
        Uranium, PGE, gold, silver, antimony, mercury, copper, lead, zinc, and all
        other
        metals, mineral elements, mineral resources, mineral compounds, mineral
        materials, rock substances, concentrates and all other saleable or leaseable
        materials which exist on the Property or which are discovered on the Property
        and which can be extracted, mined or processed by any method presently known
        or
        developed or invented. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      "Mineral
        Products" means
        the
        precipitates, cathodes, leach solutions and any other primary, secondary
        or
        final product derived from operating the mine during the term of this Agreement
        including all Minerals and Ore mined or removed from the Property.

       

      "Ore"
        means
        material from the Property, the nature and composition of which, in sole
        judgement of Company, justifies either: (1) mining or removing from the property
        during the term of this Agreement, shipping and selling the same, or delivering
        the same, to a processing plant for physical or chemical treatment; (2)
        treatment, including leaching, on the Property during the term of this
        Agreement. 

       

      "Operations"
        means
        the activities on or in relation to the Property carried out under this
        Agreement including, without limitation, Exploration, Development, Financing,
        Mining, and acquisition of additional Properties in the Area of Interest,
        and
        marketing of Minerals.

       

      "Operator"
        means
        Company or any and all “Affiliates,” successor operators, whether during the
        Lease Period or thereafter.

       

      “OWNER”
        means
        Lloyd A. Clark.

       

      "Party"
        and "Parties"
        mean the
        Parties to this Agreement, OWNER and Affiliates and Company and
        Affiliates.

       

      "Program"
        means a
        description in reasonable detail of Operations to be conducted and objectives
        to
        be accomplished by Company for a specified period.

       

      "Project"
        means
        the
        conduct of work relating to the Property for the purpose of
        Operations. 

       

      "Project
        Account"
        shall
        mean for the account of the Mineral Property as funded by Company during
        the
        Lease Period.

       

      "Property"
        or
"Properties"
        means an
        undivided one hundred percent (100%) right, title and interest in and to
        the
        mining properties, interests, minerals, metals, mineral rights, mill sites
        and
        other rights more particularly described in Exhibit “A” and shall include any
        Properties, Claims, and all and any Interests acquired within the Area of
        Interest. For greater certainty, it is agreed and acknowledged that within
        the
        Property there may be geographic areas that are owned by third
        parties.

       

      "Property
        Payments"
        means
        all payments or expenditures required pursuant to this Mineral Lease Agreement
        and all payments or expenditures required to maintain title to the Property
        or
        Mineral Interest in the Property, including without limitation to the
        government.

       

      "Royalty"
        means
        the 3% Gross Royalty payable to OWNER in accordance with Section 5.5 and
        Exhibit
“B” attached hereto. 

       

      "Terms"
        means
        the
        payments, production royalty, stock, and all other monetary interests outlined
        in accordance with Section 5.2.

       

      "Transfer"
        means
        sell, grant, assign, encumber, pledge, quit claim or otherwise commit or
        dispose
        of. 

       

      
        
          
             

          

          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      ARTICLE
        II

       

      REPRESENTATIONS
        AND WARRANTIES

       

      2.1 Capacity
        of the Parties

       

      Each
        of
        the Parties represents and warrants as of the Effective Date and as of the
        date
        this Agreement is actually signed as follows:

       

      
        	a)  	
                That
                  it is an individual or corporation duly incorporated and in good
                  standing
                  in its jurisdiction of incorporation and that it is qualified to
                  do
                  business and is in good standing in those jurisdictions where necessary
                  in
                  order to carry out the purposes of this
                  Agreement;

              


      

       

      
        	b)  	
                That
                  it has the capacity to enter into and perform this Agreement and
                  all
                  transactions contemplated herein and that all corporate and other
                  actions
                  required to authorize it to enter into and perform this Agreement
                  have
                  been properly taken;

              


      

       

      
        	c)  	
                That
                  this Agreement has been duly executed and delivered by it and is
                  valid and
                  binding upon it in accordance with its
                  terms.

              


      

       

      2.2 Disclosures

       

      Each
        of
        the Parties represents and warrants to the best of their knowledge and as
        of the
        Effective Date and as of the date this Agreement is actually signed that
        it is
        unaware of any material facts or circumstances which have not been disclosed
        in
        this Agreement, which should be disclosed to any other Party in order to
        prevent
        the representations in this Agreement from being materially
        misleading.

       

      
        2.3 Company
          Representation and Warranties

      

       

      
        	a)  	
                Company
                  or its Affiliates shall not commit any act or acts, which will
                  encumber or
                  cause a lien to be placed on the property.


              


      

       

      
        	b)  	
                Company
                  or its Affiliates will at its sole cost and expense, remove or
                  take
                  remedial action with regards to any materials released by Company
                  or its
                  Affiliates, contractors and agents into the environment at, on
                  or near the
                  Property after the date of this Agreement for which any removal
                  or
                  remedial action is required pursuant to any law, regulations or
                  governmental action, whether enacted, made or declared in force
                  before or
                  after the date of this Agreement. 

              


      

       

      
        	c)  	
                Company
                  will at all times retain any and all liabilities arising from the
                  handling, treatment, storage, transportation or disposal of environmental
                  or similar contaminants on or near the Property by Company or by
                  Company’s
                  Affiliates, contractors or agents and conduct all activities in
                  compliance
                  with environmental laws and
                  regulations.

              


      

       

      2.4 OWNER
        Representations and Warranties

       

      OWNER
        represents and warrants to the best of its knowledge as of the Effective
        Date
        and as of the date that this Agreement is actually signed that:

       

      
        	a)  	
                OWNER
                  has paid all rentals, taxes, assessments, charges, fees and other
                  levies
                  imposed upon or required with respect to the
                  Property.

              


      

       

      2.5 Survival
        of Representations and Warranties 

      


      The
        above
        representations and warranties are conditions on which the parties have relied
        in entering into this Agreement and each party will indemnify and hold harmless
        from all loss, damage, costs, actions and suits arising out of or in connection
        with any breach of any representation or warranty made by them and contained
        in
        this Agreement (including, without limitations, lawyer’s fees and
        disbursements).

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        III

       

      PURPOSE

       

      3.1 General

       

      This
        Agreement is to set forth requirements of Company to maintain and exercise
        the
        Exploration and Purchase Option Agreement. 

       

      3.2 Purposes

       

      The
        purpose and scope of this Agreement is for Company to undertake Operations
        with
        a view to initially conducting exploration of the area covered by the Property
        to fully delineate all mineral showings and ultimately to delineate one or
        more
        ore deposits containing uranium, precious metals or other metals amenable
        to
        commercial development, to thereafter undertake further exploration drilling
        and
        sampling to confirm the size and extent of the potential ore deposits and
        undertake development and mining and metallurgical test work to analyze
        alternative mining and milling methods, recovery rates, and grades of minerals
        for commercial exploitation of the ore deposits delineated.

       

      ARTICLE
        IV

       

      RELATIONSHIP
        OF THE PARTIES

      4.1 No
        Partnership

       

      Nothing
        contained in this Agreement shall be deemed to constitute either Party the
        partner of the other, or, except as otherwise herein expressly provided,
        to
        constitute either Party the agent or legal representative of the other, or
        to
        create any fiduciary relationship between them. The Parties do not intend
        to
        create, and this Agreement shall not be construed to create, any mining,
        commercial or other partnership or joint venture. Neither Party, nor any
        of its
        directors, officers, employees, agents and attorneys, or Affiliates, shall
        act
        for or assume any obligation or responsibility on behalf of the other Party,
        except as otherwise expressly provided herein, and any such action or assumption
        by a Party's directors, officers, employees, agents and attorneys, or Affiliates
        shall be a breach by such Party of this Agreement. The rights, duties,
        obligations and liabilities of the Parties shall be several and not joint
        or
        collective. Each Party shall be responsible only for its obligations as herein
        set out and shall be liable only for its share of the costs and expenses
        as
        provided herein, and it is the express purpose and intention of the Parties
        that
        their ownership of Assets and the rights acquired hereunder shall be as tenants
        in common.

       

      4.2 Other
        Business Opportunities

       

      Except
        as
        expressly provided in this Agreement, each Party shall have the right
        independently to engage in and receive full benefits from business activities,
        whether or not competitive with the Operations, without consulting any other
        Party. The doctrines of "corporate opportunity" or "business opportunity"
        shall
        not be applied to any other activity, venture, or operation of any Party,
        and no
        Party shall have any obligation to any other Party with respect to any
        opportunity
        to acquire any property. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      4.3 Transfer
        or Termination of Rights

       

      Except
        as
        otherwise provided in this Agreement, neither OWNER nor Company shall transfer
        all or any part of its interest in the Property, the Properties, the Assets
        or
        this Agreement or otherwise permit or cause such interests to terminate without
        approval by written
        consent by both Parties.

       

      4.4 Implied
        Covenants 

       

      There
        are
        no implied covenants contained in this Agreement other than those of good
        faith
        and fair dealing.

       

      ARTICLE
        V

       

      TERMS

       

      5.1 Effective
        Date and Time Period Term

       

      The
        Effective Date of this Agreement shall be September 2, 2004. Unless sooner
        terminated as provided in this Agreement, the term of this Exploration and
        Purchase Agreement shall be for a primary period of eight years from the
        effective date.

       

      5.2 General
        Terms  

       

      General
        Terms of this Exploration and Purchase Agreement are as follows:

      


      
        	a)  	
                Payments:
                  Payment schedule beginning as of the effective date due the OWNER
                  payable
                  annually.

              


      

      


      Year
        1 $5,000
        cash due on signing and 37,500 shares of common stock of the Company (valued
        at
        $10,000).

      


      Year
        2 $20,000
        due on first anniversary date in cash or stock.

      


      Year
        3 $30,000
        due on anniversary date in cash or stock

      


      
        	                  
                b)	
                Buyout:
                  $1
                  million at any time up to eight years, less any preceding annual
                  payments,
                  for 100%
                  interest. 

              


      

       

      5.3 Work
        Obligations

      


      Company
        shall be obligated during this Agreement to:

       

      
        	a)  	
                Conduct
                  activities as a prudent operator in accordance with Section
                  6.2.

              


      

       

      
        	b)  	
                Perform
                  geologic test work or other qualifying activities of a minimum
                  of $C25,000
                  per year, or such levels as required to meet Saskatchewan statutes
                  to
                  maintain Property in good standing, and to be completed, or bonded
                  for
                  completion during the following season,by December 30th
                  of
                  each year

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      5.4 Default

       

      Subject
        to the terms of Section 5, if Company fails to perform any of the obligations
        specified in Sections 5.2 and 5.3 required to maintain this Agreement on
        the
        date called for such performance hereunder, OWNER may give a written notice
        (the
        "Default Notice") specifying the due date and the obligation not performed
        and
        if performance or payment in full is not received within thirty (30) days
        of the
        Default Notice, this Agreement shall expire upon the expiration of five (5)
        days
        after the receipt by Company of a termination notice. Upon Termination, Company
        shall have no right, title or interest of any kind whatsoever in the
        Property,
        the
        Royalty or any other rights or assets obtained or governed by this Agreement
        during the term from and after that date, unless during such thirty (30)
        day
        notice period Company cures any default and keeps this Agreement in good
        standing.

       

      
        	5.5  	
                 
                  Production Royalty 

              


      

       

      Company
        shall pay to OWNER a Gross Production Royalty described in this Section and
        further described in Exhibit “B” during the time which Company produces any
        Minerals, Ore or Mineral Products. Payment of the Royalty shall be determined
        and paid in accordance with the provisions of Exhibit “B”. The Royalty payable
        by Company to OWNER under this Agreement shall be defined as a percentage
        of
        actual metal/mineral sales, with no deductions for refining or transportation
        expenses, by the Company or other operator.

       

      
        	b.  	
                Royalty
                  Buyout:
                  In
                  accordance with the following schedule, the Operator may purchase
                  OWNER’s
                  underlying royalty interest for $C 1 million at any time up to
                  but no
                  later than 8 years from the Effective Date of this
                  agreement.

              


      

       

      $1mm
        for
        the first percent; 

       

      $3mm
        for
        the second percent; and 

       

      $7mm
        for
        third percent.

       

      Buyout
        terms defined in Section 5.5b are separate from any production royalty payments;
        in other words, royalty payments made from production shall not be credited
        against Buyout Payments; however, any of the annual payments made before
        a
        buyout of the production royalty shall be deducted from the Buyout Price.
        In the
        event that Operator exercises its right to purchase any or all of the royalty
        interest under the above terms, the royalty interest that Owner is selling,
        whether the first, second, or third percent, will pertain to the entire Area
        of
        Interest.

       

      ARTICLE
        VI

       

      DUTIES
        OF OPERATOR

       

      6.1 Powers
        and Duties of Company

       

      
        	a)  	
                Company
                  shall keep the Assets free and clear of all liens and encumbrances
                  and
                  mechanic’s or material men’s liens.

              


      

       

      
        	b)  	
                In
                  no event shall Company permit or allow title to the Assets to be
                  lost as
                  the result of the non-payment of any taxes, assessments or like
                  charges;
                  and shall do all other acts reasonably necessary to maintain the
                  Assets.

              


      

       

      
        	c)  	
                Company
                  shall: (i) apply for all necessary permits, licenses and approvals;
                  (ii)
                  comply with all applicable laws and regulations; (iii) notify promptly
                  OWNER of any allegations of substantial violation thereof; and
                  (iv)
                  prepare and file all reports or notices required by Company. Company
                  shall
                  not be in breach of this provision if a violation has occurred
                  in spite of
                  the Company’s good faith efforts to comply, and Company has timely cured
                  or disposed of such violation through performance, or payment of
                  fines and
                  penalties. For greater certainty, in respect of Subsections 6.1
                  (b) during
                  the Lease Period, Company shall be responsible for title, property
                  and
                  permitting issues.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	d)  	
                Company
                  shall prosecute and defend, but shall not initiate without consent
                  of
                  OWNER, all litigation or administrative proceedings arising out
                  of
                  Operations. OWNER shall have the right to participate in such litigation
                  or administrative proceedings. OWNER shall approve in advance any
                  settlement involving payments, commitments or obligations in excess
                  of
                  fifty thousand dollars (US$50,000) in cash or
                  value.

              


      

       

      
        	e)  	
                Company
                  shall not: (i) dispose of Assets or begin a liquidation of the
                  Property;
                  or (ii) dispose of all or a substantial part of the
                  Assets.

              


      

       

      
        	f)  	
                Company
                  shall perform or cause to be performed during the term of this
                  Agreement
                  all work necessary to comply with agreements, concessions or other
                  instruments constituting and governing the Property and Operations
                  and
                  shall take measures necessary to maintain same in full force and
                  effect.

              


      

       

      
        	                  g)	
                At
                  the request of OWNER, Company shall keep OWNER advised of all Operations
                  by submitting in writing to OWNER: (i) quarterly progress reports
                  which
                  include statements of expenditures; (ii) copies of reports concerning
                  Operations; (iii) a detailed final report within forty-five (45)
                  days
                  after completion of each Program and Budget which shall describe
                  the
                  results of each said Program; and (iv) such other reports as OWNER
                  may
                  reasonably request. At all reasonable times Company shall provide
                  OWNER
                  access to, and the right to inspect and copy all maps, drill logs,
                  core
                  tests, reports, surveys, assays, analyses, production reports,
                  operations,
                  technical, accounting and financial records, and other information
                  acquired in Operations. 

              


      

       

      
        	                 
                h)	
                Company
                  shall undertake all other activities reasonably necessary to fulfil
                  the
                  foregoing.

              


      

       

      6.2 Standard
        of Care

       

      Company
        shall conduct all Operations in a good, workmanlike and efficient manner,
        in
        accordance with sound mining and other applicable industry standards and
        practices, and in accordance with the terms and provisions of the Property,
        the
        Mineral Exploration and Purchase Agreement, any mineral interest, claims,
        leases, licenses, permits, contracts and other agreements pertaining to the
        Assets. Company shall not be liable for any act or omission resulting in
        damage
        or loss except to the extent caused by or attributable to Company’s negligence.
        The Operator shall timely post any bonding requirement in accordance with
        applicable government regulations for any operation conducted for the Property.
        Company shall have the obligation to apply such Standard of Care at all time
        during the Lease Period.

       

      ARTICLE
        VII

       

      WITHDRAWAL
        AND TERMINATION

       

      7.1 Termination
        by Expiration or Agreement

       

      This
        Agreement shall terminate as expressly provided herein, unless earlier
        terminated by written agreement.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      7.2 Withdrawal

       

      Company
        may withdraw from the Property in accordance with the provision of this
        Agreement. Upon such withdrawal, this Agreement shall terminate, and Company
        shall be deemed to have transferred to OWNER all of its rights and interests
        in
        the Property, Assets and Properties, without cost, free and clear of all
        encumbrances arising by, through or under such withdrawing Party, except
        those
        to which both Parties have agreed. Company shall execute and deliver all
        instruments as may be necessary in the reasonable judgement of OWNER to affect
        the transfer of its interests in the Property, Assets and Properties to OWNER.
        

       

      7.3 Continuing
        Obligations and Environmental Liabilities

       

      During
        the term of this Agreement and after termination of the Property or this
        Agreement under Sections 8.1 and 8.2, Company shall remain liable for its
        liabilities to third parties (whether such arises before or after such
        withdrawal), including environmental liabilities and related bonding
        requirement. Company's liabilities shall include environmental damage and
        liabilities, which are caused by or as a result of work done on the Mineral
        Property. 

       

      7.4 Disposition
        of Assets on Termination

       

      Promptly
        after termination under Sections 8.1 and 8.2, Company shall take all action
        necessary to wind up the activities of the Property. All costs and expenses
        incurred in connection with the termination of the Business shall be expenses
        chargeable to Company.

       

      7.5 Right
        to Data After Termination

       

      After
        termination of the Property pursuant to Sections 8.1 and 8.2, each Party
        shall
        be entitled to make copies of all applicable information acquired hereunder
        before the effective date of termination not previously furnished to it,
        but a
        terminating or withdrawal Party shall not be entitled to any such copies
        after
        any other termination or withdrawal.

       

      7.6 Continued
        Authority

       

      On
        termination of the Property under Sections 8.1 and 8.2, OWNER (or Company
        in the
        event of a withdrawal by OWNER) shall have the power and authority to do
        all
        things which are reasonably necessary or convenient to: (a) wind up operations
        and (b) complete any transaction and satisfy any obligation, unfinished or
        unsatisfied, at the time of such termination or withdrawal, if the transaction
        or obligation arises out of operations prior to such termination or withdrawal.
        OWNER shall have the power and authority to grant or receive extensions of
        time
        or change the method of payment of an already existing liability or obligation,
        prosecute and defend actions on behalf of both Parties and the Property,
        and
        take any other reasonable action.

       

      ARTICLE
        VIII

       

      ADDITIONAL
        ACQUISITIONS

       

      
        8.1 Acquisitions
          within the Area of Interest

      

       

      The
        Area
        of Interest is defined as all of the area located within 10km of the outer
        boundaries of Saskatchewan Mineral Claim #S-106843. Any acquisitions of property
        within this boundary by either the OWNER or the Company shall be considered
        subject to this agreement unless both parties agree in writing to exclude
        a
        specific parcel of property from this agreement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      8.2 Acquisitions
        outside of the Area of Interest 

       

      If
        either
        party should undertake an acquisition outside of the Area of Interest, as
        defined above, such parcel shall be not subject to the terms of this agreement
        unless both parties agree in writing to include the specific parcel within
        this
        agreement. 

       

      ARTICLE
        IX

       

      ABANDONMENT
        AND SURRENDER OF PROPERTIES

       

      9.1 Surrender
        or Abandonment of Properties

       

      OWNER
        may
        authorize Company to cause the surrender or abandonment of part or all of
        the
        Properties. If OWNER authorizes any such surrender or abandonment, then Company
        shall so notify OWNER during this Agreement, and if there is an objection
        within
        thirty (30) days, there shall be an assignment to OWNER by the appropriate
        conveyance document and without cost, of that interest in the Property to
        be
        abandoned or surrendered, and the abandoned or surrendered Property shall
        cease
        to be part of the Property, the Parties shall remain obligated for liabilities
        arising prior to abandonment.

       

      ARTICLE
        X

       

      TRANSFER
        OF INTEREST

       

      10.1 General

       

      The
        transfer by either party of any interest in this Agreement or any rights
        hereunder, shall be subject to the non-transferring parties pre-emptive right
        in
        accordance with this Article. 

       

      10.2 Limitations
        on Free Transferability

       

      The
        Transfer right of Company or for OWNER in Section 11.1 shall be subject to
        the
        following terms and conditions:

       

      
        
          	                  
                  a) 	
                  A
                    Party wishing to transfer an Interest shall promptly notify the
                    other of
                    its intentions, by written notice stating the price and other
                    pertinent
                    terms of the intended transfer and shall be accompanied by a
                    copy of the
                    offer or contract for sale.

                


        

      

       

      
        	b)  	
                The
                  other Party shall have thirty (30) days from the date of delivery
                  and
                  receipt of the notice to state whether it elects to acquire the
                  offered
                  Interest at the same price and on the same terms and conditions
                  as set
                  forth in the notice.

              


      

       

      
        	c)  	
                If
                  the other Party so elects, the transfer shall be consummated as
                  promptly
                  as possible after the election notice is delivered to the transferring
                  Party.

              


      

       

      
        	d)  	
                If
                  the non-transferring Party does not so elect to exercise its right,
                  the
                  transferring Party shall have one hundred and eighty (180) days
                  to
                  consummate the proposed transaction with the third party on terms
                  no less
                  favourable that made to the non-transferring
                  Party.

              


      

       

      
        	e)  	
                If
                  the transaction is not consummated within the said one hundred
                  and eighty
                  (180) days, the non-transferring Party’s pre-emptive right shall be
                  revived.

              


      

       

      
        	f)  	
                Any
                  transfer made without obtaining the non-transferring Party’s waiver of
                  such right or compliance with the subsections of this Section will
                  be null
                  and void.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	g)  	
                No
                  transferee of all or any part of the Interest of a Party shall
                  have the
                  rights of that Party unless and until the transferee, as of the
                  effective
                  date of the Transfer, has committed in writing to be bound by this
                  Agreement as if an original Party thereto to the same extent as
                  the
                  transferring Party.

              


      

       

      
        	h)  	
                No
                  Transfer permitted by this Section shall relieve the transferring
                  Party of
                  its share of any liability, whether accruing before or after such
                  Transfer, which arises out of Operations conducted prior to such
                  Transfer.

              


      

       

      
        	i)  	
                The
                  transferring Party and the transferee shall bear all tax consequences
                  of
                  the Transfer.

              


      

       

      
        	j)  	
                In
                  the event of a Transfer of less than all of a Party’s Interest, the
                  transferring Party and its transferee shall act and be treated
                  as
                  one.

              


      

       

      
        	k)  	
                If
                  the Transfer is the grant of a security interest by mortgage, deed
                  of
                  trust, pledge, lien or other encumbrance of any interest in this
                  Agreement, any Party’s Interest or the Assets to secure a loan or other
                  indebtedness of a Party in a bona fide transaction, such security
                  interest
                  shall be subordinate to the terms of this Agreement and the rights
                  and
                  interests of the other Party hereunder. Upon any foreclosure or
                  other
                  enforcement of rights in the security interest the acquiring third
                  party
                  shall be subject to the pre-emptive right described in this Article
                  and it
                  shall comply with and be bound by the terms and conditions of this
                  Agreement.

              


      

       

      
        	l)  	
                No
                  transfer, sale or disposition shall in any way modify the non-transferring
                  rights in the Property.

              


      

       

      ARTICLE
        XI

       

      CONFIDENTIALITY

      11.1 General

       

      The
        financial terms of this Agreement and all information obtained in connection
        with the performance of this Agreement shall be the exclusive property of
        the
        Parties and, except as provided in Section 12.2, shall not be disclosed to
        any
        third party or the public without the prior written consent of the other
        Party,
        which consent shall not be unreasonably withheld.

       

      11.2 Exceptions

       

      The
        consent required by Section 11.1 shall not apply to a disclosure:

       

      
        	a)  	
                To
                  an Affiliate, consultant, contractor or subcontractor that has
                  a bona fide
                  need to be informed provided such person agrees to maintain the
                  confidentiality of such
                  information;

              


      

       

      
        	b)  	
                To
                  any third party to whom the disclosing Party contemplates a Transfer
                  of
                  all or any part of its interest in or to this Agreement, its Participating
                  Interest, or the Assets provided such party agrees to maintain
                  the
                  confidentiality of such information;
                  or

              


      

       

      
        	c)  	
                To
                  a governmental agency or to the public, which the disclosing Party
                  believes in good faith is required by pertinent law or regulation
                  or the
                  rules of any stock exchange provided that the pertinent disclosure
                  is
                  given to the other party and no objection is received within twenty-four
                  (24) hours.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      11.3 Press
        Release Draft For Comment

       

      
        In
          the
          event that either Company or OWNER wishes or is required to issue a press
          release or public statement, it will first provide the other Party with
          a draft
          copy for review and comment. In the event that the other Party fails to
          comment
          on the release within twenty-four (24) hours of its receipt, or such earlier
          deadline as may be necessary to permit the Party issuing the release to
          satisfy
          all regulatory requirements, they will be deemed to have approved of the
          release
          in its entirety.

      

       

      11.4 Notice
        Required

       

      In
        any
        case in which Section 11.3 is applicable, the disclosing Party shall give
        notice
        to the other Party concurrently with the making of such disclosure. As to
        any
        disclosure pursuant to Section 11.2 (a) or (b), only such confidential
        information as such third party shall have a legitimate business need to
        know
        shall be disclosed and such third party shall first agree in writing to protect
        the confidential information from further disclosure to the same extent as
        the
        Parties are obligated under this Section.

       

      11.5 Duration
        of Confidentiality

       

      The
        provisions of this Section shall apply during the term of this Agreement
        and for
        two years following termination of this Agreement pursuant to Section 8.1,
        and
        shall continue to apply to any Party who Transfers its Participating Interest,
        for two (2) years following the date of such occurrence.

       

      ARTICLE
        XII

       

      GUARANTEE

       

      12.1 OWNER
        Guarantee of its Affiliates

       

      OWNER
        hereby guarantees the performance by its Affiliates of their respective
        obligations under this Agreement.

       

      12.2 Company
        Guarantee of its Affiliates

       

      The
        Company hereby guarantees the performance by its Affiliates of their respective
        obligations under this Agreement.

       

      ARTICLE
        XIII

       

      GENERAL
        PROVISIONS

       

      13.1 Notices
        and Payment

       

      All
        notices, payments and other required communications ("Notices") to the Parties
        shall be in writing, and shall be addressed respectively as
        follows:

       

      
        
          	
                  OWNER’s
                    Authorized Representative:

                	 	
                  Lloyd
                    A. Clark

                	 
	
                  2091-206
                    Street

                	 	
                  Telephone
                    No:

                	
                  604-533-0022

                
	
                  Langley,
                    BC V2Z 2A4

                	 	
                  Facsimile
                    No:

                	
                  604-533-0008

                


        

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Company’s
                    Authorized Representative:

                	 	
                  Thomas
                    Loucks, President, Trend Mining Company

                
	
                  5575
                    South Sycamore Street, Suite 103

                	 	
                  Telephone
                    No:

                	
                  303-798-7363

                
	
                  Littleton,
                    CO 80120

                	 	
                  Facsimile
                    No:

                	
                  303-798-7374

                


        

      

      
         

      

      All
        Notices shall be given (i) by personal delivery to the Party, or (ii) by
        electronic communication, with a confirmation sent by registered or certified
        mail return receipt requested, or (iii) by registered or certified mail return
        receipt requested. All Notices shall be effective and shall be deemed delivered
        (i) if by personal delivery on the date of delivery if delivered during normal
        business hours, and, if not delivered during normal business hours, on the
        next
        business day following delivery, (ii) if by electronic communication on the
        next
        business day following receipt of the electronic communication, and (iii)
        if
        solely by mail on the next business day after actual receipt. A Party to
        this
        Agreement may change its address by Notice to the other Party to this Agreement.
        Any payment called for shall be made at the place designated in this Section
        14.1. Any payment shall be made in Canadian funds, or as otherwise permitted
        by
        the receiving Party.

       

      Notification
        or changes of authorized representatives for Company or OWNER shall be provided
        in writing, in advance, in accordance with Section 14.1. 

       

      13.2 Binding
        Effect

       

      Company
        and OWNER agree to be bound by this Agreement from the Effective Date and
        that
        this Agreement shall replace any prior understandings or agreements. Each
        Party
        agrees to bear its own costs for the negotiation of this Agreement.

       

      13.3 Waiver

       

      The
        failure of a Party to insist on the strict performance of any provision of
        this
        Agreement or to exercise any right, power or remedy upon a breach hereof
        shall
        not constitute a waiver of any provision of this Agreement or limit the Party’s
        right thereafter to enforce any provision or exercise any right.

       

      13.4 Modification

       

      No
        modification of this Agreement shall be valid unless made in writing and
        duly
        executed by the Parties..

       

      13.5 Force
        Majeure

       

      If
        performance of this Contract or any obligation under this Contract is prevented,
        restricted, or interfered with by causes beyond either party's reasonable
        control ("Force Majeure"), and if the party unable to carry out its obligations
        gives the other party prompt written notice of such event, then the obligations
        of the party invoking this provision shall be suspended to the extent necessary
        by such event.  The term Force Majeure shall include, without limitation,
        acts of God, fire, explosion, vandalism, storm or other similar occurrence,
        orders or acts of military or civil authority, or by national emergencies,
        insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or
        other
        labor disputes, or supplier failures.

       

      13.6 Governing
        Law

       

      It
        is
        mutually understood and agreed that the rights and obligations of the parties
        under or related to this Agreement shall be governed in accordance with and
        by
        the Laws of the Province of British Columbia, both as to interpretation and
        performance, and that any action at law, suit in equity or judicial proceeding
        for the enforcement of this Agreement or any provision thereof shall be
        instituted only in the courts of British Columbia and maintained only in
        any
        court of competent jurisdiction in British Columbia.
        In the
        event suit or action is filed by any party to enforce this Agreement or respect
        to a breach of this Agreement, the prevailing party shall be entitled to
        recover, in addition to all other costs, damages and rewards, its reasonable
        attorney fees at trial, upon any appeal and petition for review.
        

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      13.7 Arbitration

       

      An
        arbitration procedure for the interpretation of this Agreement and any dispute
        arising between the Parties will be implemented under arbitration proceedings
        all parties agreed in advance. It is expressly agreed and acknowledged that
        Company and OWNER will cause their subsidiaries and their representatives
        involved in the Property, whether directly or indirectly, to act in accordance
        with any arbitration result and to cause them to take all reasonable steps
        to
        confirm or carry out any ruling or order made in the arbitration proceedings
        or
        as a result of any arbitration proceedings or results.

       

      13.8 Further
        Assurances

       

      Each
        of
        the Parties to take from time to time such actions and execute such additional
        instruments as may be reasonably necessary or convenient to implement and
        carry
        out the intent and purpose of this Agreement.

       

      13.9 Survival
        of Terms and Conditions

       

      The
        following Sections shall survive the termination of this Agreement to the
        full
        extent necessary for their enforcement and the protection of the Party in
        whose
        favor they run: Sections 2.2, 5.4, 8.2, 8.3, 12.3 and 12.5.

       

      13.10 Entire
        Agreement; Successors and Assigns

       

      This
        Agreement contains the entire understanding of the Parties and supersedes
        all
        prior agreements and understandings between the Parties relating to the subject
        matter hereof. This Agreement shall be binding upon and inure to the benefit
        of
        the respective successors and permitted assigns of the Parties. In the event
        of
        any conflict between this Agreement and any Exhibit attached hereto, the
        terms
        of this Agreement shall be controlling.

       

      13.11 Dollars

       

      The
        references to "Dollars" or "$" in this Agreement shall mean Canadian
        dollars.

       

      13.12 Counterparts

       

      This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed to be an original and all of which taken together shall constitute
        one
        and the same instrument. 

       

      IN
        WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
        executed and delivered as of the day and year first above written.

       


      
        
          
             

          

          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	WITNESS AND
                EXECUTION	 	 	 
	 	 	 	 
	Property OWNER	 	 	 
	 	 	 	 
	By:
                /s/ Lloyd A. Clark	 	 	 
	
                
                  
      
                  Lloyd A.
                  Clark

              	 	 And	
              
	 	 	 	 
	 	 	 	 
	COMPANY 	 	 	 
	By: /s/ Thomas
                Loucks 	 	 	 
	
                
      
                Thomas
                Loucks  	 	 	 
	      
                President 	 	 	 
	     
                Trend Mining Company 	 	 	 
	 	 	 	 
	 	 	 	 
	ACKNOWLEDGEMENTS 	 	 	 
	 	 	 	 
	 	 	 	 
	BRITISH
                COLUMBIA 	 	 	 
	 	 	 	 
	This
                Agreement to the Exploration and Purchase Agreement was acknowledged
                	 	 	 
	before me on
                ____________________________________, 2005. 	 	 	 
	 	 	 	 
	/s/  Lloyd
                A. Clark	 	 	 
	
                
                  
By:
                  Lloyd A. Clark, Property
                  OWNER   

              	 	 	 
	
              	 	 	 
	 	 	 	 
	
                
Notary
                Public  	 	 	 
	 	 	 	 
	My Commission Expires On:
                __________________________ 	 	 	 
	 	 	 	 
	 	 	 	 
	This Agreement to the Exploration
                and
                Purchase Agreement was acknowledged 
before me on
                ____________________________________, 2005. 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/Thomas
                Loucks	 	 	 
	
                
By:
                Thomas Loucks, President, Trend Mining
                Company  	 	 	 
	 	 	 	 
	 	 	 	 
	
                
Notary
                Public 	 	 	 
	 	 	 	 
	My Commission Expires On:
                __________________________ 	 	 	 
	 	 	 	 


      

      
 

      
        
          
             

          

          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        “A”

       

      “THE
        PROPERTY”

       

      Mineral
        Exploration and Purchase Agreement 

       

      The
        Property herein shall mean, be defined and include all lands, claims and
        interests described in and made apart of this Agreement and shall include
        an
“Area of Interest”
        attached
        to and made part of the Mineral Exploration and Purchase Agreement made between
        OWNER and Company in respect to Saskatchewan Mineral Claim S-106843,
        Saskatchewan, dated September 2, 2004.

      


      Description
        of the Property and Area of Interest

      


      1) Description
        of Property

       

      Saskatchewan
        Mineral Claim S-106843, located in the Northern Mining District, Province
        of
        Saskatchewan, and more particularly described as the “Cree Lake area,” on NTS
        Sheet 74-G-7, with the center of the claim located approximately at Longitude
        106 degrees 53’ 56” and Latitude 57 degrees 26’ 34”, containing approximately
        1.681 hectares and located effective December 30, 2002.

      
 

      
        
          
             

          

          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      EXHIBIT
        “B”

       

      “GROSS
        ROYALTY”

       

      Attached
        to and made part of that certain Exploration and Purchase Agreement made
        between
        Company and OWNER in respect of the Mineral Property dated as of September
        2,
        2004.

       

      1) Definitions
        and Interpretation

       

      Where
        used herein:

       

      Agreement
        means
        the above-referenced and attached Agreement, including any amendments thereto
        or
        renewals or extensions thereof.

       

      Fiscal
        Period
        means
        the Company fiscal year which ends on September 30th
        each
        year.

       

      shall
        mean OWNER. 

       

      Product
        means
        Ore, Minerals or Mineral Products as defined in Article 1, Definitions of
        the
        Agreement.

       

      Royalty
        Interest
        means
        the share of Gross Sales payable under the Agreement, which is specified
        in
        Section 2) of the Agreement.

       

      Seller
        shall
        mean Company.

       

      Note:
        other words and expressions defined in the Agreement shall have the same
        meaning
        in this Schedule. 

       

      2) Gross
        Royalty

       

      In
        the
        event that Company sells Product derived from the Property, “Gross Royalty”
        shall mean a percentage of the actual mineral or metal sales made by the
        Company
        with NO deductions for refining, transportation or other charges. 

       

      In
        the
        event that Company retains title to PGE, gold, silver, copper and other metals
        derived from the Property that is refined by any mint, smelter or refinery,
        “Gross Royalty” shall mean a percentage of the number of ounces or pounds of
        metals derived from Product during a fiscal quarter multiplied by the average
        London Bullion Market Association P.M. fixing for the fiscal quarter of
        production with NO deductions for refining, transportation or other charges.
        

       

      3) Payment

       

      The
        Royalty Interest shall be paid on a quarterly basis within forty-five (45)
        days
        after the end of each fiscal quarter in respect of the actual proceeds received
        in such fiscal quarter.

       

      Each
        payment under the preceding paragraph shall be accompanied by a statement
        indicating the calculation of Gross Royalty. The of the Royalty Interest
        shall
        be entitled to audit, inspect, and copy during normal business hours, such
        books
        and records as are necessary to determine the correctness of the payment
        of the
        Royalty Interest, provided, however, that such audit shall be made only on
        an
        annual basis and within twelve (12) months of the end of the Fiscal Period
        in
        respect of which such audit is made.

       

      Company
        shall pay OWNER interest on late Royalty payments at the Prime Rate plus
        three
        percent (3%) for the time period after the forty-fifth (45th)
        day
        after the end of a fiscal quarter for which a Royalty payment is due OWNER
        and
        the date Company makes that Royalty payment to OWNER.

       

      
        
          
          

        

        
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      4) Non-Arm’s
        Length Sale of Product

       

      For
        the
        purposes of calculating the amount of Royalty payable if the sales of any
        Product are to a company or enterprise associated with the seller, and if
        the
        sale price is not negotiated on an arm’s length basis, the seller shall, for the
        purposes of calculating the Gross Royalty and notwithstanding the actual
        amount
        of such sale price, add to any moneys actually received with respect to such
        sale an amount which represents a reasonable net sale price for such sale
        as if
        negotiated at arm’s length and after taking into account all pertinent
        circumstances (including, without limitation, then current market conditions
        relating to products similar to such Product; terms of agreements between
        arm’s
        length parties for the purchase and sale of similar products in similar
        quantities for delivery over similar periods of time; and physical and/or
        chemical characteristics of such Products).

       

      The
        seller shall by notice inform the OWNER of the Royalty Interest of the quantum
        of such reasonable net sale price and if the OWNER of the Royalty Interest
        does
        not object thereto within 180 days after receipt of such notice, said quantum
        shall be final and binding upon the OWNER of the Royalty Interest.

       

      If
        the
        OWNER of the Royalty Interest objects to such quantum by notice delivered
        to the
        seller within said 180 days, then the quantum of such reasonable net sale
        price
        shall be decided by arbitration with a single arbitrator to be appointed
        in
        accordance with the provisions of the Agreement and the arbitrator shall
        have
        reference first to the Agreement, and then, if necessary, to practices used
        in
        mining operations that are of a similar nature. The arbitrator shall be entitled
        to retain such independent mining consultants as OWNER considers necessary.
        The
        decision of the arbitrator shall be final and binding on the parties and
        will
        not be subject to appeal.

       

      5) Segregation
        of Property

       

      The
        determination of Gross Royalty is based on the premise that production will
        be
        developed solely on the Property. Other mining properties may be incorporated
        with the Property into a single mining project and the metals, ores or
        concentrates pertaining to each may be blended or commingled at the time
        of
        mining or at any time thereafter, provided however, that the respective mining
        properties (including the Property) shall have allocated to them the
        proportionate share of the Gross Royalty realized from such single operation,
        all as determined in accordance with the commingling provisions of the Agreement
        and generally accepted accounting principles. The OWNER or representative
        appointed by OWNER of the Royalty Interest shall have the right, during
        reasonable business hours and upon prior notice to Company to enter upon
        the
        mining properties and to inspect the plant and procedures followed with respect
        to allocations made under this paragraph provided that such entry shall be
        at
        the sole risk and cost of the OWNER of the Royalty Interest. If the parties
        disagree on the allocation of actual proceeds received and deductions, such
        disagreement shall be referred to arbitration in the manner provided in the
        Agreement and the arbitrator shall have reference first to the Agreement,
        and
        then, if necessary, to practices used in mining operations that are of a
        similar
        nature. The arbitrator shall be entitled to retain such independent mining
        consultants and financial advisors as the arbitrator considers necessary.
        The
        decision of the arbitrator shall be final and binding on the
        parties.

       

      
        
          
          

        

        
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