EXHIBIT
        10.22

      
 

      AURORA-TREND
        STILLWATER VENTURE 

      AGREEMENT

       

      JOINT
        VENTURE

      
         

      

      between

      


      AURORA
        METALS (BVI) LIMITED

      


      and

      


      TREND
        MINING COMPANY

      


      


      
         

      

      
      

      January
        1, 2005


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      


      
        
          	
                  Section

                	
                  Title

                	
                  Page
                    No.

                
	 	
                  JOINT
                    VENTURE AGREEMENT - RECITALS

                	
                  1

                
	
                  ARTICLE
                    1. - DEFINITIONS

                	
                  1

                
	 	 
	
                  ARTICLE
                    2. - REPRESENTATION AND WARRANTIES - TITLE TO
                    ASSETS

                	
                  4

                
	
                  2.1

                	
                  Capacity
                    of Participants

                	
                  4

                
	
                  2.2

                	
                  Representations
                    and Warranties

                	
                  5

                
	
                  2.3

                	
                  Remedies
                    for Breach of Representations and Warranties of Title to the
                    Properties

                	
                  6

                
	 	
                  2.3.1
                    Loss of Title

                	
                  6

                
	 	
                  2.3.2
                    Less than 100% Interest

                	
                  6

                
	 	
                  2.3.3
                    Third Party Claims

                	
                  6

                
	
                  2.4

                	
                  Disclosures

                	
                  7

                
	
                  2.5

                	
                  Record
                    Title

                	
                  7

                
	 
	
                  ARTICLE
                    3. - NAME,
                    PURPOSES AND TERM

                	
                  7

                
	
                  3.1

                	
                  General

                	
                  7

                
	
                  3.2

                	
                  Name

                	
                  7

                
	
                  3.3

                	
                  Purposes

                	
                  7

                
	
                  3.4

                	
                  Limitation

                	
                  8

                
	
                  3.5

                	
                  Effective
                    Date and Term

                	
                  8

                
	 
	
                  ARTICLE
                    4. - RELATIONSHIP
                    OF THE PARTICIPANTS

                	
                  8

                
	
                  4.1

                	
                  No
                    Partnership

                	
                  8

                
	
                  4.2

                	
                  U.S.
                    and State Tax Elections and Allocations

                	
                  9

                
	
                  4.3

                	
                  Other
                    Business Opportunities

                	
                  9

                
	
                  4.4

                	
                  Waiver
                    of Right to Partition

                	
                  9

                
	
                  4.5

                	
                  Transfer
                    or Termination of Rights to Properties

                	
                  9

                
	
                  4.6

                	
                  Implied
                    Covenants

                	
                  10

                
	 
	
                  ARTICLE
                    5. - CONTRIBUTIONS
                    BY PARTICIPANTS

                	
                  10

                
	
                  5.1

                	
                  Participants'
                    Initial Contributions 

                	
                  10

                
	
                  5.2

                	
                  Obligations
                    Prior to Earn-In

                	
                  10

                
	 	
                  5.2.1 Annual
                    and Cumulative Exploration Expenditures

                	
                  10

                
	 	
                  5.2.2 Overhead
                    Charges During Earn-In

                	
                  10

                
	 	
                  5.2.3
                     Carry-forward
                    of Excess Cumulative Exploration Expenditures

                	
                  11

                
	 	
                  5.2.4 Maintenance
                    of Properties During Earn-In

                	
                  11

                
	
                  5.3

                	
                  Payments
                    by TMC to AM

                	
                  11

                
	 	
                  5.3.1
                     Payment
                    at Closing

                	
                  11

                
	 	
                  5.3.2
                    Annual Payments

                	
                  11

                
	
                  5.4

                	
                  Termination
                    of TMC’s Obligation to Make Initial Contribution

                	
                  11

                


        

         

        
          
            
            

          

          
            Page
              i of iv

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section

                	
                  Title

                	
                  Page
                    No.

                


        

        
          
            	
                    5.5

                  	
                    Additional
                      Cash Contributions

                  	
                    12

                  
	
                    5.6

                  	
                    Earn-In

                  	
                    12

                  
	
                    5.7

                  	
                    Reports

                  	
                    12

                  
	 
	
                    ARTICLE
                      6. - INTERESTS
                      OF PARTICIPANTS DEFAULTS
                      AND REMEDIES

                  	
                    12

                  
	
                    6.1

                  	
                    Participating
                      Interests

                  	
                    12

                  
	
                    6.2

                  	
                    Elections
                      at Time of Earn-In

                  	
                    13

                  
	
                    6.3

                  	
                    Deemed
                      Expenditures 

                  	
                    13

                  
	
                    6.4

                  	
                    Changes
                      in Participating Interests

                  	
                    13

                  
	
                    6.5

                  	
                    Voluntary
                      Reduction in Participation

                  	
                    13

                  
	
                    6.6

                  	
                    Default
                      in Making Contributions

                  	
                    14

                  
	
                    6.7

                  	
                    Conversion
                      of Interest 

                  	
                    15

                  
	
                    6.8

                  	
                    Continuing
                      Liabilities Upon Adjustments of Participating Interests

                  	
                    15

                  
	 
	
                    ARTICLE
                      7. - MANAGEMENT COMMITTEE

                  	
                    16

                  
	
                    7.1

                  	
                    Organization
                      and Composition

                  	
                    16

                  
	
                    7.2

                  	
                    Decisions

                  	
                    16

                  
	
                    7.3

                  	
                    Meetings

                  	
                    16

                  
	
                    7.4

                  	
                    Action
                      Without Meeting

                  	
                    17

                  
	
                    7.5

                  	
                    Matters
                      Requiring Approval

                  	
                    17

                  
	 
	
                    ARTICLE
                      8. - MANAGER

                  	
                    17

                  
	
                    8.1

                  	
                    Appointment

                  	
                    17

                  
	
                    8.2

                  	
                    Powers
                      and Duties of the Manager

                  	
                    17

                  
	
                    8.3

                  	
                    Standard
                      of Care

                  	
                    20

                  
	
                    8.4

                  	
                    Resignation
                      - Deemed Offer to Resign

                  	
                    20

                  
	
                    8.5

                  	
                    Payments
                      to Manager

                  	
                    21

                  
	
                    8.6

                  	
                    Transactions
                      with Affiliates

                  	
                    21

                  
	
                    8.7

                  	
                    Activities
                      During Deadlock

                  	
                    21

                  
	 
	
                    ARTICLE
                      9. - PROGRAMS AND BUDGETS

                  	
                    21

                  
	
                    9.1

                  	
                    Initial
                      program and Budget

                  	
                    21

                  
	
                    9.2

                  	
                    Operations
                      Pursuant to Programs and Budgets

                  	
                    22

                  
	
                    9.3

                  	
                    Presentation
                      of Programs and Budgets

                  	
                    22

                  
	
                    9.4

                  	
                    Review
                      and Approval of Proposed Programs and Budgets

                  	
                    22

                  
	
                    9.5

                  	
                    Election
                      to Participate

                  	
                    22

                  
	
                    9.6

                  	
                    Deadlock
                      on Proposed Programs and Budgets

                  	
                    22

                  
	
                    9.7

                  	
                    Budget
                      and Overruns - Program Changes

                  	
                    23

                  
	
                    9.8

                  	
                    Emergency
                      or Unexpected Expenditures

                  	
                    23

                  
	 
	
                    ARTICLE
                      10. - ACCOUNTS AND SETTLEMENTS

                  	
                    23

                  
	
                    10.1

                  	
                    Matters
                      of Accounts and Settlements

                  	
                    23

                  


          

           

          
            
              
              

            

            
              Page
                ii of iv

              
                

              

            

            
              
              

            

             

            
              	
                      Section

                    	
                      Title

                    	
                      Page
                        No.

                    


            

          

          
            
              	
                      ARTICLE
                        11. - DISPOSITION OF PRODUCTION

                    	
                      23

                    
	
                      11.1

                    	
                      Taking
                        in Kind

                    	
                      23

                    
	
                      11.2

                    	
                      Failure
                        of participant to Take in Kind

                    	
                      24

                    
	 
	
                      ARTICLE
                        12. - WITHDRAWAL AND TERMINATION

                    	
                      24

                    
	
                      12.1

                    	
                      Termination
                        by Expiration or Agreement

                    	
                      24

                    
	
                      12.2

                    	
                      Withdrawal

                    	
                      24

                    
	
                      12.3

                    	
                      Continuing
                        Obligations

                    	
                      24

                    
	
                      12.4

                    	
                      Disposition
                        of Assets on Termination

                    	
                      25

                    
	
                      12.5

                    	
                      Right
                        to Data After Termination

                    	
                      25

                    
	
                      12.6

                    	
                      Continuing
                        Authority

                    	
                      25

                    
	
                      12.7

                    	
                      Non-Compete
                        Covenants

                    	
                      26

                    
	
                      12.8

                    	
                      Mutual
                        Withdrawal

                    	
                      26

                    
	
                      12.9

                    	
                      Right
                        to Data After Termination

                    	
                      26

                    
	 
	
                      ARTICLE
                        13. - SURRENDER OF PROPERTIES

                    	
                      27

                    
	
                      13.1

                    	
                      Surrender
                        of Properties

                    	
                      27

                    
	
                      13.2

                    	
                      Re-acquisition

                    	
                      27

                    
	 
	
                      ARTICLE
                        14. - TRANSFER OF INTEREST

                    	
                      27

                    
	
                      14.1

                    	
                      General

                    	
                      27

                    
	
                      14.2

                    	
                      Limitations
                        on Free Transferability

                    	
                      27

                    
	
                      14.3

                    	
                      Right
                        of First Refusal

                    	
                      28

                    
	
                      14.4

                    	
                      Exceptions
                        to Right of First Refusal

                    	
                      29

                    
	 
	
                      ARTICLE
                        15. - CONFIDENTIALITY AND RELEASES

                    	
                      29

                    
	
                      15.1

                    	
                      General

                    	
                      29

                    
	
                      15.2

                    	
                      Exceptions

                    	
                      29

                    
	
                      15.3

                    	
                      Confidentiality

                    	
                      30

                    
	 
	
                      ARTICLE
                        16. - AREA OF INTEREST 

                    	
                      30

                    
	
                      16.1

                    	
                      Acquisitions
                        in Area of Interest

                    	
                      30

                    
	 
	
                      ARTICLE
                        17. - GENERAL PROVISIONS

                    	
                      31

                    
	
                      17.1

                    	
                      Notices

                    	
                      31

                    
	
                      17.2

                    	
                      Waiver

                    	
                      32

                    
	
                      17.3

                    	
                      Modification

                    	
                      32

                    
	
                      17.4

                    	
                      Force
                        Majeure

                    	
                      32

                    
	
                      17.5

                    	
                      Economic
                        Force Majeure

                    	
                      33

                    
	
                      17.6

                    	
                      Governing
                        Law

                    	
                      33

                    
	
                      17.7

                    	
                      Rule
                        Against Perpuity

                    	
                      33

                    
	
                      17.8

                    	
                      Further
                        Assurances

                    	
                      33

                    
	
                      17.9

                    	
                      Survival
                        of Terms and Conditions

                    	
                      33

                    
	
                      17.10

                    	
                      Entire
                        Agreement

                    	
                      33

                    


            

             

            
              
                
                

              

              
                Page
                  iii of iv

                
                  

                

              

              
                
                

              

               

              
                	
                        Section

                      	
                        Title

                      	
                        Page
                          No.

                      


              

            

            
              	
                      17.11

                    	
                      Memorandum

                    	
                      34

                    
	
                      17.12

                    	
                      Funds

                    	
                      34

                    
	 	
                      Signature
                        Page

                    	
                      35

                    
	 
	
                      SCHEDULES

                    	 
	
                      A

                    	
                      Properties
                        and Underlying Agreements

                    	 
	
                      A-1

                    	
                      Schedule
                        of Claims Included in Properties

                    	 
	 	
                      Basal
                        Zone Lease Agreement

                    	 
	
                      A-2

                    	
                      Schedule
                        of Claims Included in Properties

                    	 
	 	
                      Mountain
                        View Lease Agreement

                    	 
	
                      B

                    	
                      Accounting
                        Procedures

                    	 
	
                      C

                    	
                      Net
                        Smelter return Royalty

                    	 
	
                      D

                    	
                      Insurance

                    	 
	
                      E

                    	
                      Plan
                        of Claims in Properties - Area of Interest

                    	 


            

          

        

      

       

      
        
          
          

        

        
          Page iv
            of iv

          
            

          

        

        
          
          

        

      

       

      JOINT
        VENTURE AGREEMENT

      


      THIS
        AGREEMENT, made effective as of January
        1, 2005
        between
AURORA
        METALS (BVI) LIMITED
        (hereafter "AM") with an address at P.O. Box 27494, Denver, Colorado 80227-0494
        and TREND
        MINING COMPANY
        (hereafter "TMC") with an address at 5575 South Sycamore Street, Suite 102,
        Littleton, Colorado 80120.

       

      RECITALS

      


      
        	
                A.

              	
                AM
                  and TMC entered into a Letter of Intent (hereafter “LOI”) dated September
                  20, 2004, subsequently extended until February 18, 2005, agreeing
                  to form
                  a Joint Venture (hereafter “JV”) to explore and develop property leased by
                  or owned by AM.

              


      

      


      
        	
                B.

              	
                TMC
                  wishes to participate with AM in exploration, evaluation, development
                  and
                  mining of minerals within the property and AM is willing to grant
                  such
                  right to TMC.

              


      

      


      NOW,
        THEREFORE, in consideration of the covenants and agreements contained herein,
        AM
        and TMC agree as follows:

      


       

      ARTICLE
        1. - DEFINITIONS

      


      "Accounting
        Procedure" means
        the
        procedures set forth in Schedule B.

      


      "Affiliate"
        means
        any
        person, partnership, joint venture, corporation or other form of enterprise
        which directly or indirectly controls, is controlled by, or is under common
        control with, a Participant. 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 Joint Venture Agreement, including all amendments and modifications
        thereof, and all schedules and Schedules, which are incorporated herein by
        this
        reference.

      


      “Area
        of Interest”means
        those claims in the Stillwater Complex, Stillwater and Sweet Grass Counties,
        Montana as specified in Schedules A-1 and A-2 and within two miles of the
        boundaries of these claims and any other claims subsequently acquired by
        AM.

      


      "Assets"
        means
        the
        Properties, Products and all other real and personal property, tangible and
        intangible, held for the benefit of the Participants hereunder.

      


      "Budget"
        means
        a
        detailed estimate of all costs to be incurred by the Participants with respect
        to a Program and a schedule of cash advances to be made by the
        Participants.

      


      
        
          
          

        

        
          Page
            1 of 35

          
            

          

        

        
          
          

        

      

       

      "Commencement
        of Commercial Production"
        means
        the date upon which the production and processing facilities developed under
        this Agreement achieve an ore production and processing rate for a continuous
        thirty-day (30) period equal to at least ninety percent (90%) of the design
        rate
        established in a Feasibility Study, or such performance criteria as laid
        down by
        the principal lenders, bankers and/or financial institutions providing capital
        to the Development.

      


      "Development"
        means
        all preparation for the removal and recovery of Products, 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 Products,
        and all Exploration work conducted subsequent to a decision to commence
        Development as contemplated by a Feasibility Study.

      


      "Earn-In"
        means
        the date upon which TMC earns its interest in the Properties pursuant to
        Section
        5.6.

      


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

      


      "Exploration
        Expenditures"
        means
        the cost of evaluation of the Properties defined as further exploring and
        developing the Properties, including drilling, excavating and searching by
        recognized prospecting techniques, sampling, assaying, testing and evaluating
        materials removed from the Properties, mapping, plotting, surveying,
        constructing and maintaining camps, roads, works and structures necessary
        to
        carry out such evaluation, sampling or testing, all studies including, but
        not
        limited to, a Feasibility Study required to develop a mine and all work that
        may
        be required in preparing a mine for operating, the cost or payments to maintain
        the Properties, including costs to locate and/or relocate the unpatented
        mining
        claims, costs to maintain the Underlying Agreements through which the Properties
        are acquired and costs reimbursed by TMC to AM for maintaining the Underlying
        Agreements, Properties acquisition costs, taxes and/or fees to maintain
        Properties and filings together with an allowance for overhead and
        administrative expenses as described in Section 5.3.1. These expenditures
        include both exploration costs as defined in Section 617 of the Internal
        Revenue
        Service Code and development expenditures as defined in Section 616 of the
        Internal Revenue Service Code.

      


      "Feasibility
        Study"
        means a
        detailed study compiled by an independent third party, selected and jointly
        approved by the Management Committee, conducted to determine commercial
        feasibility and viability of placing a prospective orebody or deposit into
        production and may include, but not be limited to:

      
      

      
        
          	
                	
                  (i)

                	
                  such
                    geophysical, geochemical, geological, aerial or other survey
                    as may be
                    necessary to provide a reasonable estimate of the quality and
                    extent of
                    the deposit;

                


        

         

        
          	
                	
                  (ii)

                	
                  such
                    technical or assay reports as may be necessary to evaluate any
                    proposed
                    method of extraction and
                    processing;

                


        

         

        
          	
                	
                  (iii)

                	
                  the
                    area required for optimum development of the orebody or
                    deposit;

                


        

         

        
          
            
            

          

          
            Page
              2 of 35

            
              

            

          

          
            
            

          

        

        
          	
                	
                  (iv)

                	
                  a
                    mine construction program setting forth the descriptions of the
                    work,
                    permits, equipment, facilities, supplies and mines required to
                    bring the
                    prospective orebody or deposits of Products into Commercial Production,
                    and the estimated costs thereof or a schedule of expenditures
                    by year of
                    the costs necessary to bring the project into
                    production;

                


        

         

        
          	
                	
                  (v)

                	
                  details
                    of a proposed annual program for initial development of the
                    deposit;

                


        

         

        
          	
                	
                  (vi)

                	
                  a
                    plan for such reclamation of the Properties as is required by
                    law and the
                    estimated costs hereof;

                


        

         

        
          	
                	
                  (vii)

                	
                  conclusions
                    and recommendations regarding the economic feasibility and timing
                    for
                    bringing the prospective orebody or deposits of Products into
                    Commercial
                    Production, taking into account items (i) through (vi)
                    above;

                


        

         

        
          	
                	
                  (viii)

                	
                  such
                    other information as the Management Committee may deem appropriate
                    to
                    allow banking or other financial institutions familiar with the
                    mining
                    business to make a decision to loan funds sufficient to construct
                    the
                    proposed mine with security based solely on the reserves and
                    mine
                    described in a Feasibility Study.

                


        

         

      

      "Initial
        Contribution"
        means
        that contribution each Participant has made or agrees to make pursuant to
        Section 5.1.

      


      "Joint
        Account"
        means
        the account maintained in accordance with the Accounting Procedure showing
        the
        charges and credits accruing to the Participants.

      


      "Management
        Committee"
        means
        the committee established under Article 7.

      


      "Manager"
        means
        TMC during the Earn-In phase or the person or entity appointed under Article
        8
        to manage Operations, or any succeeding Manager.

      


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

      


      "Operations"
        means
        the activities carried out under this Agreement after Earn-In.

      


      "Participant"
        and
"Participants"
        means
        the persons or entities that have a Participating Interest.

      


      "Participating
        Interest"
        means
        the percentage interest representing the operating ownership interest of
        a
        Participant in Assets, and all other rights and obligations arising under
        this
        Agreement, as such interest may from time to time be adjusted hereunder.
        Participating Interests shall be calculated to three decimal places and rounded
        to two (e.g.,
        1.519%
        rounded to 1.52%). Decimals of .005 or more shall be rounded up to 0.01;
        decimals of less than 0.005 shall be rounded down. The initial Participating
        Interests of the Participants are set forth in Section 6.1.

      


      
        
          
          

        

        
          Page
            3 of 35

          
            

          

        

        
          
          

        

      

       

      "Prime
        Rate"
        means
        the prime interest rate quoted as "Prime" by the Wall Street Journal as said
        rate may change from day to day and which quoted rate may not be the lowest
        rate
        averaged on a month-to-month basis at which a financing institution loans
        funds.

      


      "Production
        Decision"
        means a
        decision by the Management Committee to commence Development and put the
        Properties into production.

      


      "Products"
        means
        all ores, minerals, and mineral resources produced from the Properties under
        this Agreement.

      


      "Program"
        means a
        description in reasonable detail of the activities of the Venture which are
        to
        be conducted by the Manager during a period.

      


      "Properties"
        means
        those interests in property described in the schedules in Schedules A-1 and
        A-2
        and depicted on the map forming Schedule E.

      


      "Simple
        Majority" means
        a
        decision by the Management Committee by greater than 50% of the votes being
        entitled to be cast.

      


      "Transfer"
        means
        sell, grant, assign, encumber, pledge or otherwise commit or dispose
        thereof.

      


      “Underlying
        Agreements”means
        the
        Mountain View Lease Agreement and the Basal Zone Lease Agreement to which
        AM is
        a signatory together with the granting lessors thereunder.

      


      "Venture"
        means
        the business arrangement of the Participants under this Agreement to be known
        as
        the Aurora-Trend Stillwater Venture.

      


      


      ARTICLE
        2. - REPRESENTATIONS
        AND WARRANTIES - TITLE TO ASSETS

       

      2.1  Capacity
        of Participants 

      


      
        	 	 	
                Each
                  of the parties hereto represents and warrants as
                  follows:

              


      

       

      
        
          	 	(i) 	that it is a corporation duly incorporated and
                  in good
                  standing in its state 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;


        

        
          	 	 	 


        

        
          	 	
                  (ii)

                	
                  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;

                


        

        
          	 	 	 


        

      

      


      
        	 	
                (iii)

              	
                that
                  it will not breach any other agreement or arrangement by entering
                  into or
                  performing this Agreement; and

              


      

      


      
        
          
          

        

        
          Page
            4 of 35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iv)

              	
                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   Representations
        and Warranties   

      


      AM
        makes
        the following representations and warranties effective the date
        hereof:

      


      
        	 	 	
                (i)

              	 	
                that
                  it has the full and exclusive right and power to act on behalf
                  of AM, and
                  on behalf of any other interested person or entities, to enter
                  into this
                  Agreement and to grant the rights granted to AM
                  hereunder;

              


      

      


      
        	 	 	
                (ii)

              	 	
                to
                  the best of its knowledge and belief with respect to unpatented
                  mining
                  claims set forth in Schedules A-1 and A-2 that are included within
                  the
                  Properties, subject to the paramount title of the United States
                  and except
                  as disclosed in writing to TMC:

              


      

      


      
        	(a)  	
                the
                  unpatented mining claims were properly laid out and monumented;
                  

              


      

      


      
        	(b)  	
                all
                  required location and validation work was properly performed;
                  

              


      

      


      
        	(c)  	
                location
                  notices and certificates were properly recorded and filed with
                  appropriate
                  governmental agencies;

              


      

      


      
        	(d)  	
                the
                  claims are free and clear of defects, liens and encumbrances arising
                  by,
                  through or under AM, except those of record or disclosed in writing
                  to TMC
                  and defects, liens, and any such encumbrances that do not materially
                  affect TMCs' rights under this
                  Agreement;

              


      

      


      
        	(e)  	
                AM
                  has not received notice from anyone asserting conflicting claims;
                  

              


      

      


      
        	(f)  	
                the
                  unpatented mining claims are in good standing and compliance with
                  all
                  federal and state regulations in force as of the effective date
                  of this
                  Agreement; and

              


      

      


      
        	(g)  	
                the
                  claims forming the Properties have been assigned to the Aurora-Trend
                  Stillwater Venture in accordance with the Underlying
                  Agreements.

              


      

      


      
        	 	
                (iii)

              	
                knows
                  of no violation of any applicable federal, state, regional, or
                  county law
                  or regulation relating to zoning, land use, environmental protection,
                  or
                  otherwise with respect to the Properties or activities relating
                  thereto;

              


      

      


      
        	 	 	
                (iv)

              	 	
                with
                  respect to the Properties, knows of no pending or threatened actions,
                  suits, claims or proceedings; and

              


      

      


      
        	 	 	
                (v)

              	 	
                has
                  granted TMC access to all information concerning title to the Properties
                  in AM’s possession or control, including but not limited to, true and
                  correct copies of all leases, other contracts and abstracts relating
                  to
                  the Properties of which AM has
                  knowledge.

              


      

      


      The
        representations and warranties set forth above shall survive the execution
        and
        delivery of any documents of Transfer provided under this
        Agreement.

      


      
        
          
          

        

        
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            5 of 35

          
            

          

        

        
          
          

        

      

       

      2.3  Remedies
        for Breach of Representations and Warranties of Title to the
        Properties 

      


      2.3.1   
        Loss
        of Title 

      


      
        	 	 	 	
                Any
                  failure or loss of title to the Properties, and all costs of defending
                  title, shall be charged to the Joint Acccount, except that all
                  costs and
                  losses arising out of, or resulting from, breach of the representations
                  and warranties of AM shall be charged to AM, and all such costs
                  and losses
                  arising out of gross negligence by TMC, or the Manager, shall be
                  charged
                  to TMC, or the Manager, as may be the case. TMC shall have the
                  right, but
                  not the obligation, to undertake to cure such defects, or to defend,
                  or to
                  litigate to defend such defects.

              


      

      


      2.3.2   
        Less
        than 100% Interest

       

      In
        the
        event it is determined that AM controls less than the full undivided interest
        therein, AM's interest hereunder shall bear the same proportion to 100% as
        its
        total actual interest bears to the full undivided whole.


      2.3.3   
        Third
        Party Claims

       

      
        	 	 	 	
                (i)

              	
                If
                  AM fails to satisfy and discharge any mortgage, lien, tax levy
                  or
                  encumbrance (an "Encumbrance") chargeable solely or in part to
                  AM on the
                  claims listed in Schedules A-1 and A-2 or the Underlying Agreements
                  therein, or suffers or permits any encumbrance to be imposed upon
                  such,
                  TMC at its option may, but shall not be obligated to, pay for and
                  discharge any encumbrance and set off a such payment by withholding
                  and
                  retaining from any payments due AM any amounts so paid by TMC,
                  without
                  prejudice to any right of TMC to recover from AM are against the
                  claims
                  listed in Schedules A-1 or A-2 or the Underlying Agreements the
                  amount of
                  such payment in any manner or by any remedy whatsoever, and TMC
                  shall have
                  all the rights and remedies against AM which the mortgagor, lienor
                  or
                  creditor had immediately prior to the time of such payment. Upon
                  the
                  request of TMC, AM shall promptly make, execute, acknowledge and
                  deliver
                  to TMC any and all instruments (in a form and substance satisfactory
                  to
                  TMC) that TMC in its sole judgment may deem necessary or desirable
                  to
                  fully effectuate the provisions of this Section
                  2.3.

              


      

      


      
        	 	 	 	
                (ii)

              	
                If
                  any person or entity not a party hereto asserts to have a claim
                  of
                  ownership in the claims listed on Schedules A-1 or A-2 or the Underlying
                  Agreements, or a claim to a share in the production from the claims
                  listed
                  in Schedules A-1 and A-2 (an "Adverse Claim"), TMC, at its sole
                  discretion, after written notice to AM, may suspend its obligation
                  to make
                  payments as provided herein, and in lieu thereof, may deposit in
                  an
                  interest-bearing account payments equivalent to payments which
                  may
                  otherwise become due AM. Such deposits or deposits shall remain
                  in such
                  interest-bearing account until the claims or controversy is resolved
                  or
                  settled by final court decision, by arbitration, negotiation or
                  otherwise.
                  When TMC is required, or elects, to make any payments to such persons
                  or
                  entities not a party hereto, as a result of, or in settlement of,
                  any such
                  adverse claim, either by way of contract, settlement, compromise,
                  final
                  court judgment, or otherwise, TMC may recover from, or credit against,
                  any
                  payments thereafter becoming due to AM hereunder, the amount of
                  such
                  payments of all other costs and expenses (including reasonable
                  attorneys’
                  fees) paid or incurred by TMC as a result of any such Adverse
                  Claim.

              


      

      


      
        
          
          

        

        
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            6 of 35

          
            

          

        

        
          
          

        

      

      2.4   Disclosures  

      


      
        	 	 	
                Each
                  of the Participants represents and warrants that it is unaware
                  of any
                  material facts or circumstances which have not been disclosed in
                  this
                  Agreement, which would be disclosed to the other Participant in
                  order to
                  prevent the representations in this Article 2 from being materially
                  misleading.

              


      

      


      2.5   Record
        Title  

      


      
        	 	 	
                Title
                  to the Assets shall be held by the Venture after TMC has earned
                  its
                  interest.

              


      

       

      ARTICLE
        3. - NAME,
        PURPOSES AND TERM

      


      3.1   General
         

      


      
        	 	 	
                AM
                  and TMC hereby enter into this Agreement for the purposes hereinafter
                  stated, and they agree that all of their rights and all of the
                  Operations
                  on or in connection with the Properties shall be subject to and
                  governed
                  by this Agreement.

              


      

      


      3.2   Name
         

      


      
        	 	 	
                The
                  name of this Venture shall be the “Aurora-Trend Stillwater Venture”. The
                  Manager shall accomplish any registration required by applicable
                  assumed
                  or fictitious name statutes and similar
                  statutes.

              


      

       

      3.3   Purposes
         

      


      
        	 	 	
                This
                  Agreement is entered into for the following purposes and for no
                  others,
                  and shall serve as the exclusive means by which the Participants,
                  or
                  either of them, accomplish such
                  purposes:

              


      

       

      
        
          
          

        

        
          Page
            7 of 35

          
            

          

        

        
          
          

        

      

      
        	
              	
                (i)

              	
                    to
                  conduct Exploration within the
                  Properties;

              


      

      


      
        	
              	(ii)	
                    to
                  evaluate the possible Development of the
                  Properties;

              


      

      


      
        
          
            	
                  	(iii)	
                       to
                      engage in
                      Development and Mining Operations on the Properties, if
                      feasible;

                  


          

        

      

      


      
        	
              	(iv)	
                   to
                  engage in
                  marketing Products, but only to the extent permitted by Article
                  11;
                  and

              


      

       

      
        	
              	(v)	
                    to
                  perform any other activity necessary, appropriate, or incidental
                  to any of
                  the foregoing.

              


      

       

      3.4   Limitation
        

       

      
        	 	 	
                Unless
                  the Participants otherwise agree in writing, the Operations shall
                  be
                  limited to the purposes described in Section 3.3, and nothing in
                  this
                  Agreement shall be construed to enlarge such
                  purposes.

              


      

      


      3.5   Effective
        Date and Term

       

      
        	 	 	
                The
                  Effective Date of this Agreement shall be the date first recited
                  above.
                  The term of this Agreement shall be for twenty (20) years from
                  the
                  Effective Date and for so long thereafter as Products are produced
                  from
                  the Properties, unless the Agreement is terminated earlier as provided
                  herein.

              


      

       

      ARTICLE
        4. - RELATIONSHIP
        OF THE PARTICIPANTS

       

      4.1   No
        Partnership

      


      
        	 	 	
                Nothing
                  contained in this Agreement shall be deemed to constitute either
                  Participant the partner of the other, nor, except as otherwise
                  herein
                  expressly provided, to constitute either Participant the agent
                  or legal
                  representative of the other, nor to create any fiduciary relationship
                  between them. It is not the intention of the Participants to create,
                  nor
                  shall this Agreement be construed to create, any mining, commercial
                  or
                  other partnership. 

              


      

      


      
        	 	 	
                Neither
                  Participant shall have any authority to act for or to assume any
                  obligation or responsibility on behalf of the other Participant,
                  except as
                  otherwise expressly provided herein. The rights, duties, obligations
                  and
                  liabilities of the Participants shall be several and not joint
                  or
                  collective. Each Participant 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, it being the express purpose and intention
                  of
                  the Participants that their ownership of Assets and the rights
                  acquired
                  hereunder shall be as tenants in common.


              


      

      


      
        	 	 	
                Each
                  Participant, its directors, officers, employees, agents and attorneys
                  shall be indemnified from and against any and all losses, claims,
                  damages
                  and liabilities arising out of any act or any assumption of liability
                  by
                  the indemnifying Participant, or any of its directors, officers,
                  employees, agents and attorneys done or undertaken, or apparently
                  done or
                  undertaken, on behalf of the other Participant, except pursuant
                  to the
                  authority expressly granted herein or as otherwise agreed in writing
                  between the Participants.

              


      

       

      
        
          
          

        

        
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            8 of 35

          
            

          

        

        
          
          

        

      

      

        
          
            4.2   U.S.
              Tax Elections and Allocations 

          

        

      

       

      
        Without
          changing the effect of Section 4.1, the Participants agree that their
          relationship shall constitute a tax partnership within the meaning of Section
          761 (a) of the Unite States Internal revenue Code of 1986, as amended.
          The
          Particpants hereto agree to execute or join in such instruments as are
          necessary
          to make such election effective, and hereby authorize and direct Manager
          to take
          such action as is necessary to effectuate such purpose, including filing
          of the
          partnership tax return required by Treasury Regulation § 1.761-2(b)(2). Each
          Participant shall be entitled to claim all tax benefits, write-offs, and
          deductions with respect to all, and any, costs which it has
          incurred


      

      The
        Participants also agree that, to the extent permissible under applicable
        law,
        their relationship shall be treated for state income tax purposes in the
        same
        manner as it is for federal income tax purposes.

      


      The
        Manager shall be the Tax Matters Partner and shall prepare and file, after
        approval of the management Committee, any tax returns or other tax forms
        required.

      


      4.3   Other
        Business Opportunities 

      


      
        	 	 	
                Except
                  as expressly provided in this Agreement, each Participant shall
                  have the
                  right independently to engage in and receive full benefits from
                  business
                  activities, whether or not competitive with the Operations, without
                  consulting the other. The doctrines of "corporate opportunity"
                  or
                  "business opportunity" shall not be applied to any other activity,
                  venture, or operation of either Participant. Unless otherwise agreed
                  in
                  writing, no Participant shall have any obligation to mill, beneficiate
                  or
                  otherwise treat any Products or any other Participant's share of
                  Products
                  in any facility owned or controlled by such
                  Participant.

              


      

      


      4.4   Waiver
        of Right to Partition 

      


      
        	 	 	
                The
                  Participants hereby waive and release all rights of partition,
                  or of sale
                  in lieu thereof, or other division of Assets, including any such
                  right
                  provided by statute.

              


      

      


      
        4.5   Transfer
          of
          Termination of Rights to Properties

      

      


      Except
        as
        otherwise provided in this Agreement, neither participant shall transfer
        all or
        any part of its interest in the assets or this Agreement or otherwise permit
        or
        cause such interest to terminate. 

       

      
        
          
          

        

        
          Page
            9 of 35

          
            

          

        

        
          
          

        

      

      4.6   Implied
        Covenants 

      


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

              


      

       

      ARTICLE
        5. - CONTRIBUTIONS
        BY PARTICIPANTS

      


      5.1   Participants'
        Initial Contributions  

      


      
        	 	 	
                AM,
                  as its Initial Contribution, hereby contributes the Properties
                  described
                  in Schedules A-1 and A-2 to the purposes of this Agreement. TMC,
                  as its
                  Initial Contribution, shall contribute the Exploration Expenditures
                  and
                  payment as hereinafter set forth.

              


      

      


      5.2   Obligations
        Prior to Earn-In  

      


      
        	 	 	
                Prior
                  to earning its interest in the Properties, and subject to the termination
                  provisions contained herein, TMC shall be required, but not obligated
                  to
                  make the following Exploration Expenditures on or for the benefit
                  of the
                  Properties to extend this Agreement into the next
                  period.

              


      

      


      
        	
              	5.2.1	
                 Annual
                  and Cumulative Exploration
                  Expenditures

              


      

      


      
        	 	 	
                TMC
                  shall expend, as a minimum, the following annual and cumulative
                  Exploration Expenditures:

              


      

      


      
        	
                Exploration
                  Expenditures

              	 
	
                Year

              	 	
                Annual
                  Expenditure ($)

              	 	
                Cumulative
                  Expenditure ($)

              	 
	
                1

              	 	 	
                100,000

              	 	 	
                100,000

              	 
	
                2

              	 	 	
                400,000

              	 	 	
                500,000

              	 
	
                3

              	 	 	
                500,000

              	 	 	
                1,000,000

              	 
	
                4

              	 	 	
                500,000

              	 	 	
                1,500,000

              	 
	
                5

              	 	 	
                500,000

              	 	 	
                2,000,000

              	 
	
                Total

              	 	 	
                2,000,000

              	 	 	 	 


      

      


      
        	 	
                Year
                  1, for purposes of calculating annual expenditures shall end on
                  December
                  31, 2005 and
                  each subsequent year shall
                  end on December
                  31.

              


      

      


      
        
          
            	
                  	5.2.2	
                    Overhead
                      Charges During
                      Earn-In

                  


          

        

      

      


      
        	 	 	
                Five
                  percent (5%) of all Exploration Expenditures, except property payments,
                  taxes and/or fees to maintain the Properties, to cover TMC' overhead
                  and
                  administrative costs shall be charged by TMC and shall qualify
                  as
                  Exploration Expenditures but shall be limited to five percent (5%)
                  on
                  contracts in excess of One Hundred Thousand Dollars
                  ($100,000).

              


      

       

      
        
          
          

        

        
          Page
            10 of 35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                  
                  5.2.3 

              	
                Carry-forward
                  of Excess Cumulative Exploration
                  Expenditures

              


      

      


      
        	 	 	
                All
                  Exploration Expenditures shall be cumulative and any Exploration
                  Expenditures in excess of the minimum required in any period shall
                  be
                  credited and applied toward any subsequent Exploration Expenditures.
                  

              


      

      


      
        	 	 	
                5.2.4

              	
                Maintenance
                  of Properties During
                  Earn-In

              


      

      


      
        	 	 	 	
                During
                  the Earn-In period TMC shall be responsible for maintaining the
                  underlying
                  agreements in good standing and for maintaining the unpatented
                  lode claims
                  which comprise the properties and may relocate any of the unpatented
                  claims which TMC believes may be defective. In addition, TMC agrees
                  to
                  reimburse AM for the lease payments, including those payable to
                  the Bureau
                  of Land Management, incurred by AM on a pro rata basis commensurate
                  with
                  the ratio of the claims in the Properties to the total claims under
                  the
                  Underlying Agreements.

              


      

      
        	 	
                 

              


      

      5.3   Payments
        by TMC to AM

      


      
        	
              	5.3.1	
                Payment
                  at Closing

              


      

       

      
        
          Upon
            execution of this Agreement, TMC shall issue fifty thousand (50,000)
            shares of
            TMC’s unrestricted, registered common stock to AM.

        

        
          

            
              	
                    	5.3.2	
                      Annual
                        Payments

                    


            

          

        

      

      


      To
        keep
        the joint venture agreement in good standing: 

       

      
        	
              	(i)	
                on
                  the first anniversary date, i.e. January 1, 2006, TMC shall pay
                  $20,000 in
                  cash, and issue 20,000 shares of TMC’s common stock to AM;
                  and

              


      

    

    

      
        	
              	(ii)	
                on
                  the second, third, fourth and fifth anniversary dates until Earn-In,
                  TMC
                  shall issue $20,000 in cash or the equivalent value in TMC’s
                  unrestricted,
                  registered common stock determined by the average stock price over
                  the
                  previous calendar month.

              


      

    

     

    

      5.4   Termination
        of TMC’s Obligation to Make Initial Contribution

      


      
        	 	 	
                TMC
                  may terminate this Agreement at any time during the Earn-In period
                  for any
                  reason, or no reason, by providing AM sixty (60) days written notice
                  of
                  such termination. Until TMC has earned its interest in the Properties,
                  TMC
                  shall conduct exploration activities, maintain the Properties and
                  shall
                  conduct operations according to programs and budgets determined
                  by the
                  Management Committee. TMC shall hold AM harmless from any liabilities
                  resulting from TMC's activities on the Properties during the Earn-In
                  period.

              


      

       

      
        
          
          

        

        
          Page
            11 of 35

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Upon
                  TMC’s termination under the provisions of this Section 5.4, TMC shall
                  have
                  no further right, title or interest in the Venture. TMC’s withdrawal shall
                  be effective upon such termination, but such withdrawal shall nor
                  relieve
                  TMC of its obligation to fund and satisfy any liabilities to third
                  persons
                  incurred or payments due to AM prior to TMC’s
                  withdrawal.

              


      

       

      5.5   Additional
        Cash Contributions   

      


      
        	 	 	
                At
                  such time as TMC has earned its fifty percent (50%) interest in
                  the
                  Properties, pursuant to Section 5.2, the Participants, subject
                  to any
                  election permitted by Sections 6.1, 6.2 and 6.3, shall be obligated
                  to
                  contribute funds to adopted Programs and Budgets in proportion
                  to their
                  respective Participating Interest.

              


      

       

      5.6   Earn-In  

      


      
        	 	 	
                TMC
                  shall earn a fifty percent (50%) Participating Interest in the
                  Properties
                  upon completion of the Exploration Expenditures and payment set
                  forth
                  under Section 5.2. If TMC expends the $2,000,000 commitment in
                  Section 5.2
                  prior to the end of Year 5, it will be deemed to have earned its
                  Participating Interest at that time. Except as provided for in
                  Section
                  6.2, subsequent to TMC earning fifty percent (50%) interest in
                  the
                  Venture, all expenditures for the benefit of the Properties shall
                  be
                  contributed by the Parties in accordance to their Participating
                  Interest.
                  Immediately upon TMC satisfying its Earn-In requirements under
                  Section
                  5.2, AM shall execute an Assignment of Interests Agreement and
                  deliver to
                  TMC such documents that are necessary to transfer an appropriate
                  percentage of interest in AM's interest in and to the Properties
                  to
                  TMC.

              


      

       

      5.7    Reports
         

      


      
        	 	 	
                TMC
                  shall, during the Earn-In period, provide AM with copies of periodic
                  reports describing its activities on the Properties and shall conduct
                  a
                  semi-annual review with AM to discuss the progress TMC has made
                  during the
                  preceding period as well as the plans and programs being contemplated
                  for
                  the next period.

              


      

      


      


      ARTICLE
        6. - INTERESTS
        OF PARTICIPANTS DEFAULTS
        AND REMEDIES

       

      6.1   Participating
        Interests  

      


      
        	 	 	
                TMC
                  shall have no Participating Interest unless and until it has completed
                  the
                  Exploration Expenditures set forth in Section 5.2 during the Earn-In
                  period. The Participants shall have the following Participating
                  Interests
                  upon TMC's completion of the obligations set forth in
                  Section 5.2:

              


      

      


      TMC - 50%

      AM
         - 50%

      
         

        
          
            
            

          

          
            Page
              12 of 35

            
              

            

          

          
            
            

          

        

         

        6.2   Elections
          at Time of Earn-In 

      

      


      At
        such
        time as TMC completes the obligations set forth in Section 5.2 and has earned
        its fifty percent (50%) Participating Interest in the Properties, AM and
        TMC
        shall have a period of sixty (60) days to either 

      


      
        	(i)  	
                elect
                  to participate in the Venture and contribute to each Program and
                  Budget
                  for their entire respective Participating Interest, or
                  

              


      

      


      
        	(ii)  	
                to
                  elect to withdraw from the Venture and convert to a Net Smelter
                  Return of
                  2.5% as set out in Schedule C. 

              


      

        

      
        6.3   Deemed
          Expenditures 

      

      


      At
        Earn-In TMC and AM shall, irrespective of their actual expenditures on or
        with
        respect to the Properties, be deemed to have incurred expenditures as follows:
        

       

      TMC    
$2,000,000

      AM  $2,000,000

      


      6.4   Changes
        in Participating Interests

      


      A
        Participant’s Participating Interest shall be changed as follows: 

      


      
        	(i)  	
                as
                  provided in Sections 6.2 or 6.7; or

              


      

      


      
        	(ii)  	
                upon
                  an election by a Participant pursuant to Section 6.5 to contribute
                  less to
                  an adopted Program and Budget than the percentage reflected by
                  its
                  Participating Interest; or

              


      

      


      
        	(iii)  	
                in
                  the event of default by a Participant in making its agreed-upon
                  contribution to an adopted Program and Budget;
                  or

              


      

      


      
        	(iv)  	
                transfer
                  by a Participant of less than all its Participating Interest in
                  accordance
                  with Article 14: or

              


      

      


      
        	(v)  	
                acquisition
                  of less than all of the Participating Interest of the other Participant,
                  however arising.

              


      

      


      
        
          
          

        

        
          Page
            13 of 35

          
            

          

        

        
          
          

        

      

      
         

        6.5   Voluntary
          Reduction in Participation

      

      


      Except
        with respect to a participant’s obligation to make its Initial Contribution, as
        to

      which
        no
        election is permitted, a Participant may elect, as provided in Section 9.5,
        to
        limit its contributions to an adopted Program and Budget as
        follows:

      


      
        	(i)  	
                to
                  some lesser extent than its respective Participating Interest;
                  or

              


      

       

      
        	(ii)  	
                not
                  at all.

              


      

       

      If
        a
        Participant elects to contribute to an adopted Program and Budget some lesser
        amount than its respective Participating Interest, or not at all, the
        Participating Interest of that Participant shall be recalculated at the time
        of
        election by dividing:

      


      
        	(i)  	
                the
                  sum of

              


      

       

      
        	(a)  	
                the
                  value of the Participant’s Initial Contribution as per Section
                  6.3,

              


      

       

      
        	(b)  	
                the
                  total of all of the Participant’s contributions under Section 5.3,
                  and

              


      

       

      
        	
              	 (c)  
                	
                the
                  amount, if any, the Participant elects to contribute to the adopted
                  Program and Budget; 

              


      

      by

       

      
        	(ii)  	
                the
                  sum of (a), (b) and (c) above for all Participants;
                  

              


      

       

      and
        then
        multiplying the result by one hundred.

       

      The
        Participating Interest of the other Participant shall thereupon become the
        difference between one hundred percent (100%) and the recalculated Participating
        Interest.

       

      
        6.6   Default
          in Making Contributions

      

       

      If
        a
        Participant defaults in making a contribution or cash call required by an
        approved Program and Budget, the non-defaulting Participant may advance the
        defaulted contribution on behalf of the defaulting Participant and treat
        the
        same, together with any accrued interest, as a demand loan bearing interest
        from
        the date of the advance at the Prime Rate plus two percent (2%) compounded
        quarterly. The failure to repay said loan upon demand shall be a default.
        

       

      Each
        Participant hereby grants to the other a lien upon its interest in the
        Properties and a security interest in its rights under this Agreement and
        in its
        Participating Interest in other Assets, and the proceeds therefrom, to secure
        any loan made hereunder, including interest thereon, reasonable attorneys'
        fees
        and all other reasonable costs and expenses incurred in recovering the loan
        with
        interest and in enforcing such lien or security interest, or both. 

       

      A
        non-defaulting Participant may elect the applicable remedy under this Section
        6.6, or, to the extent a Participant has a lien or security interest under
        applicable law, it shall be entitled to its rights and remedies at law and
        in
        equity. All such remedies shall be cumulative. The election of one or more
        remedies shall not waive the election of any other remedies. 

      


      Each
        Participant hereby irrevocably appoints the other its attorney-in-fact to
        execute, file and record all instruments necessary to perfect or effectuate
        the
        provisions hereof. 

       

      
        
          
          

        

        
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            14 of 35

          
            

          

        

        
          
          

        

      

       

      6.7   Conversion
        of Interest 

      


      If
        at any
        time the Participating Interest of a Participant is reduced to ten percent
        (10%)
        or less by an affirmative election not to contribute all or some portion
        of its
        share pursuant to a Program and Budget as provided in Article 9, the
        diluted Participant shall be deemed to have withdrawn from the Venture and
        this
        Agreement shall terminate; provided, however, the diluting Participant shall
        have the right to receive through the 2.5% Net Smelter Return Royalty, as
        set
        out in Schedule C, and not from any other source, an amount equal to one
        hundred
        and fifteen percent (115%) of the diluting Participant's actual or deemed
        expenditures contributed hereunder, whichever expenditure is greater. Upon
        receipt of such amount the diluting Participant shall thereafter have no
        further
        right, title, or interest under this Agreement or in the Assets. 

       

      
        6.8   Continuing
          Liabilities Upon Adjustments of Participating
          Interests

      

      


      Any
        reduction of a Participant's Participating Interest under this Section 6
        shall
        not relieve such Participant of its share of any liability, whether it accrued
        before or after such reduction, arising out of Operations conducted prior
        to
        such reduction. For purposes of this Article 6, such Participant's share
        of such
        liability shall be equal to its Participating Interest at the time such
        liability was incurred. 

      


      The
        increased Participating Interest accruing to a Participant as a result of
        the
        reduction of the other Participant's Participating Interest shall be free
        of
        royalties, liens or other encumbrances arising by, through or under such
        other
        Participant, other than those existing at the time the Properties was acquired
        or those to which both Participants have given their written consent.


      


      An
        adjustment to a Participating Interest need not be evidenced during the term
        of
        this Agreement by the execution and recording of appropriate instruments,
        but
        each Participant's Participating Interest shall be shown in the books of
        the
        Manager. Either Participant, however, at any time upon the request of the
        other
        Participant, shall execute and acknowledge instruments necessary to evidence
        such adjustment in form sufficient for recording in the jurisdiction where
        the
        Properties is located.

       

      
        
          
          

        

        
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      ARTICLE
        7. - MANAGEMENT COMMITTEE

      


      7.1   Organization
        and Composition

      


      Prior
        to
        completion of TMC’s Earn-In and the election by AM and TMC to participate in the
        Venture as provided in Section 6.2, the Participants shall establish a
        Management Committee to determine overall policies, objectives, procedures,
        methods and actions under this Agreement. The Management Committee shall
        consist
        of one member appointed by TMC and one member appointed by AM. Each Participant
        may appoint one or more alternates to act in the absence of a regular member.
        Any alternate so acting shall be deemed a member. Appointments shall be made
        or
        changed by notice in writing to the other participant.

      


      
        7.2   Decisions

      

      


      Prior
        to
        completion of TMC’s Earn-In, each Participant, acting through its appointed
        member(s) shall have an equal vote. In the event of a deadlock, the Manager
        shall hold the deciding vote. After completion of TMC’s Earn-In, each
        Participant shall have a vote equal to its Participating Interest in the
        Venture. Decisions of the Management Committee shall be decided by Simple
        Majority of the Participating Interests.

      


      
        7.3   Meetings

      

      


      The
        Management Committee shall hold regular meetings at least quarterly at mutually
        agreed places. The Manager shall give thirty (30) days’ written notice to the
        Participant’s of such regular meetings. In addition, either Participant may call
        a special meeting upon thirty (30) days’ written notice to the Manager and the
        other Participant. In case of emergency, reasonable notice of a special meeting
        shall suffice. There shall be a quorum if at least one member representing
        each
        Participant is present. The Management Committee shall not transact any business
        at a meeting unless a quorum is present at the commencement of the meeting.
        If a
        quorum is not present at the commencement of the meeting, or within half
        an hour
        after the time fixed for the meeting to commence, the meeting shall be adjourned
        to the same time and day of the next week. If a quorum is not present at
        the
        commencement of the adjourned meeting, one representative shall be deemed
        to be
        a quorum. 

      


      Each
        notice of a meeting shall include an itemized agenda and detailed back-up
        information prepared by the Manager in the case of a regular meeting, or
        by the
        Participant calling the meeting in the case of a special meeting, but any
        matters may be considered with the consent of all Participants. The Manager
        shall prepare minutes of all meetings of all meetings and shall distribute
        copies of such minutes to the Participants within thirty (30 days after the
        meeting.

      


      The
        minutes, when signed by all Participants, shall be the official record of
        the
        decisions made by the Management Committee and shall be binding on the Manager
        and the Participants. If personnel employed in Operations are required to
        attend
        a Management Committee meeting, reasonable costs incurred in connection with
        such attendance shall be a Venture cost. All other costs shall be paid by
        the
        Participants individually.

      


      
        
          
          

        

        
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        7.4   Action
          Without Meeting

      

      


      In
        lieu
        of meetings, the Management Committee may hold telephone conferences, so
        long as
        all decisions are immediately confirmed in writing by the
        Participants.

      


      
        7.5   Matters
          Requiring Approval

      

      


      Except
        as
        otherwise delegated to the Manager in Section 8.2, the Management Committee
        shall have exclusive authority to determine all management matters to this
        Agreement.

      


      


      ARTICLE
        8. - MANAGER

      


      
        8.1   Appointment

      

      


      Following
        signing of this Agreement, TMC shall be the initial Manager.

      


       8.2   Powers
        and Duties of the Manager

      


      
        
          	
                	(i)	
                  The
                    Manager shall manage, direct and control
                    Operations.

                


        

      

      


      
        	 	
                (ii)

              	
                The
                  Manager shall implement the decisions of the Management Committee,
                  shall
                  make all expenditures necessary to carry out adopted Programs and
                  Budgets,
                  and shall promptly advise the Management Committee if it lacks
                  sufficient
                  funds to carry out its responsibilities under this
                  Agreement.

              


      

      


      
        	 	
                (iii)

              	
                The
                  Manager shall: 

              


      

      


      
        	(a)  	
                purchase
                  or otherwise acquire all material, supplies, equipment, water,
                  utility and
                  transportation services required for Operations, such purchases
                  and
                  acquisitions to be made on the best terms available, taking into
                  account
                  all of the circumstances; 

              


      

      


      
        	(b)  	
                obtain
                  such customary warranties and guarantees as are available in connection
                  with such purchases and acquisitions; and


              


      

      


      
        	(c)  	
                keep
                  the Assets free and clear of all liens and encumbrances, except
                  for those
                  existing at the time of, or created concurrent with, the acquisition
                  of
                  such Assets, or mechanic's or materialmen's liens which shall be
                  released
                  or discharged in a diligent manner, or liens and encumbrances specifically
                  approved by the Management
                  Committee.

              


      

       

      
        
          
          

        

        
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                (iv)

              	
                The
                  Manager shall conduct such title examinations and cure such title
                  defects
                  as may be advisable in the reasonable judgment of the
                  Manager.

              


      

      


      
        
          
            
              	
                    	(v)	
                      TheManager
                        shall:

                    


            

          

        

      

      


      
        	(a)  	
                make
                  or arrange for all payments required by leases, licenses, permits,
                  contracts and other agreements related to the Assets;
                  

              


      

      


      
        	(b)  	
                pay
                  all taxes, assessments and like charges on Operations and Assets
                  except
                  taxes determined or measured by a Participant's sales revenue or
                  net
                  income. If authorized by the Management Committee, the Manager
                  shall have
                  the right to contest in the courts or otherwise, the validity or
                  amount of
                  any taxes, assessments or charges if the Manager deems them to
                  be
                  unlawful, unjust, unequal or excessive, or to undertake such other
                  steps
                  or proceedings as the Manager may deem reasonably necessary to
                  secure a
                  cancellation, reduction, readjustment or equalization thereof before
                  the
                  Manager shall be required to pay them, but in no event shall the
                  Manager
                  permit or allow title to the Assets to be lost as the result of
                  the
                  nonpayment of any taxes, assessments or like charges; and
                  

              


      

      


      
        	(c)  	
                shall
                  do all other acts reasonably necessary to maintain the
                  Assets.

              


      

      
      

      
        
          
            	
                  	(vi)	
                    The
                      Manager shall:

                  


          

        

      

      


      
        	(a)  	
                apply
                  for all necessary permits, licenses and approvals;
                  

              


      

      


      
        	(b)  	
                comply
                  with applicable federal, provincial, municipal and local laws and
                  regulations; 

              


      

      


      
        	(c)  	
                notify
                  promptly the Management Committee of any allegations of substantial
                  violation thereof; and 

              


      

      


      
        	(d)  	
                prepare
                  and file all reports or notices required for Operations. The Manager
                  shall
                  not be in breach of this provision if a violation has occurred
                  in spite of
                  the Manager's good faith efforts to comply, and the Manager has
                  timely
                  cured or disposed of such violation through performance, or payment
                  of
                  fines and penalties.

              


      

      


      
        
          
            	
                  	(vii)	
                    The
                      Manager shall prosecute and defend, but shall not initiate
                      without consent
                      of the Management Committee, all litigation or administrative
                      proceedings
                      greater than fifty thousand dollars ($50,000) arising out of
                      Operations.
                      The non-managing Participant shall have the right to participate,
                      at its
                      own expense, in such litigation or administrative proceedings.
                      The
                      non-managing Participant's approval shall be required in advance
                      of any
                      settlement involving payments, commitments or obligations,
                      if the
                      non-managing Participant's share is in excess of twenty-five
                      thousand
                      dollars ($25,000) in cash or
                      value.

                  


          

        

      

       

      
        
          
          

        

        
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                (viii)

              	
                The
                  Manager shall provide insurance for the benefit of the Participants
                  as
                  provided in Schedule D.

              


      

      


      
        	 	
                (ix)

              	
                The
                  Manager may dispose of Assets, whether by release, abandonment,
                  surrender
                  or Transfer in the ordinary course of business, except that Properties
                  may
                  be released, abandoned or surrendered only as provided in Article
                  13.
                  Without prior authorization from the Management Committee, however,
                  the
                  Manager shall not: 

              


      

      


      
        	(a)  	
                dispose
                  of Assets in any one transaction having a value in excess of $250,000:
                  

              


      

      


      
        	(b)  	
                enter
                  into any sales contracts or commitments for Product, except as
                  permitted
                  in Section 11.2; 

              


      

      


      
        	(c)  	
                begin
                  a liquidation of the Venture; or 

              


      

      


      
        	(d)  	
                dispose
                  of all or a substantial part of the Assets necessary to achieve
                  the
                  purposes of the Venture.

              


      

      


      
        
          	
                	(x)	
                  The
                    Manager shall have the right to carry out its responsibilities
                    hereunder
                    through agents, affiliates or independent
                    contractors.

                


        

      

      
      

      
        
          
            	
                  	(xi)	
                    The
                      Manager shall be obligated to perform or cause to be performed
                      during the
                      term of this Agreement all obligations required by law in order
                      to
                      maintain the Properties which obligations shall be included
                      in Programs
                      and Budgets.

                  


          

        

      

      
      

      
        
          
            	
                  	(xii)	
                    The
                      Manager shall keep and maintain all required accounting and
                      financial
                      records pursuant to the Accounting Procedure and in accordance
                      with
                      customary cost accounting practices in the mining
                      industry.

                  


          

        

      

      


      
        	 	
                (xiii)

              	
                The
                  Manager shall keep the Management Committee advised of all Operations
                  by
                  submitting in writing to the Management Committee:
                  

              


      

      


      
        	(a)  	
                monthly
                  progress reports which include statements of expenditures and comparisons
                  of such expenditures to the adopted Budget;


              


      

      


      
        	(b)  	
                periodic
                  summaries of data acquired; 

              


      

      


      
        	(c)  	
                copies
                  of reports concerning Operations; 

              


      

      


      
        	(d)  	
                a
                  detailed final report within forty-five (45) days after completion
                  of each
                  Program and Budget, which shall include comparisons between actual
                  and
                  budgeted expenditures and comparisons between the objectives and
                  results
                  of Programs; and 

              


      

      


      
        	(e)  	
                such
                  other reports as the Management Committee may reasonably request.
                  

              


      

      


      
        
          
          

        

        
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      At
        all
        reasonable times the Manager shall provide the Management Committee or the
        representative of any Participant, upon the request of any member of the
        Management Committee, 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. In addition, the Manager shall allow the non-managing
        Participant, at the latter's sole risk and expense, and subject to reasonable
        safety regulations, to inspect the Assets and Operations at all reasonable
        times, so long as the inspecting Participant does not unreasonably interfere
        with Operations.

      
      

      
        
          
            	
                  	(xiv)	
                    The
                      Manager shall undertake all other activities reasonably necessary
                      to
                      fulfill the foregoing.

                  


          

        

      

      
      

      
        
          
            	
                  	(xv)	
                    The
                      Manager shall not be in default of any duty under this Section
                      8.2 if its
                      failure to perform results from the failure of the non-managing
                      Participant to perform acts or to contribute amounts required
                      of it by
                      this Agreement.

                  


          

        

      

       

      
        8.3   Standard
          of Care 

      

      


      The
        Manager shall conduct all Operations in a good, workmanlike and efficient
        manner, in accordance with all applicable laws, sound mining and other
        applicable industry standards and practices, and in accordance with the terms
        and provisions of leases, licenses, permits, contracts and other agreements
        pertaining to Assets. The Manager shall not be liable to the non-managing
        Participant for any act or omission resulting in damage or loss except to
        the
        extent caused by, or attributable to, the Manager’s willful misconduct or gross
        negligence.

      


      
        8.4   Resignation
          - Deemed Offer to Resign

      

      


      The
        Manager may resign upon thirty (30) days’ prior notice to the other Participant.
        If any of the following shall occur, the Manager shall be deemed to have
        offered
        to resign, which offer shall be accepted by the other Participant, if at
        all,
        within ninety (90) days following such deemed offer:

      


      
        	
              	(i)	
                the
                  Participating Interest of the Manager becomes less than fifty percent
                  (50%); or

              


      

         

      
        	
              	(ii)	
                the
                  Manager fails to perform a material obligation imposed upon it
                  under this
                  Agreement and such failure continues for a period of thirty (30)
                  days
                  after written notice from the other Participant demanding performance;
                  or

              


      

      


      
        	
              	(iii)	
                the
                  Manager fails to pay or contest in good faith its bills within
                  thirty (30)
                  days after receiving written notice that they are due;
                  or

              


      

      


      
        	
              	(iv)	
                a
                  receiver, liquidator, assignee, custodian, trustee, sequestrator
                  or
                  similar official for a substantial part of its assets is appointed
                  and
                  such appointment is neither made ineffective nor discharged within
                  sixty
                  (60) days after receiving written notice of the making thereof,
                  or such
                  appointment is consented to, requested by, or acquiesced in by
                  the
                  Manager; or

              


      

       

      
        
          
          

        

        
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            20 of 35

          
            

          

        

        
          
          

        

      

      
         

        
          	
                	(iv)	
                  the
                    Manager commences a voluntary case under any applicable bankruptcy,
                    insolvency or similar law now or hereafter in effect; or consents
                    to the
                    entry of an order for relief in an involuntary case under any
                    such law or
                    to the appointment of or taking possession by a receiver, liquidator,
                    assignee, custodian, trustee, sequestrator or other similar official
                    of
                    any substantial part of its assets; or makes a general assignment
                    for the
                    benefit of creditors; or fails generally to pay its or Venture
                    debts as
                    such debts become due; or takes corporate or other action in
                    furtherance
                    of any of the foregoing; or 

                


        

      

      


      
        	 	
                (vi)

              	
                entry
                  is made against the Manager of a judgment, decree or order for
                  relief
                  affecting a substantial part of its assets by a court of competent
                  jurisdiction in an involuntary case commenced under any applicable
                  bankruptcy, insolvency or other similar law of any jurisdiction
                  now or
                  hereafter in effect.

              


      

       

      8.5   Payments
        to Manager 

      


      
        	 	 	
                The
                  Manager shall be compensated for its services and reimbursed for
                  its costs
                  hereunder in accordance with the Accounting
                  Procedure.

              


      

      


      8.6   Transactions
        with Affiliates

      


      
        	 	 	
                If
                  the Manager engages Affiliates to provide services hereunder, it
                  shall do
                  so on terms no more favorable than would be the case with unrelated
                  persons in arm’s-length
                  transactions.

              


      

      


      
        8.7   Activities
          During Deadlock

      

      


      If
        the
        Management Committee for any reason fails to adopt a Program and Budget,
        subject
        to the contrary direction of the management Committee and to the receipt
        of
        necessary funds, the Manager shall continue Operations at levels comparable
        with
        the last adopted Program and Budget. For Purposes of determining the required
        contributions of the Participants and their Participating Interests, the
        last
        adopted Program and Budget shall be deemed extended.

      


      


      ARTICLE
        9. - PROGRAMS AND BUDGETS

      


      9.1   Initial
        Program and Budget

      


      The
        initial Program and Budget will be provided by the Management Committee within
        ninety (90) days of TMC’s Earn-In.

       

      
        
          
          

        

        
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            21 of 35

          
            

          

        

        
          
          

        

      

       

      9.2   Operations
        Pursuant to Programs and Budgets

       

      Except
        as
        otherwise provided in Section 9.8 and Article 16. Operations shall be conducted,
        expenses shall be incurred, and Assets shall be acquired only pursuant to
        approved Programs and Budgets.

      


      9.3   Presentation
        of Programs and Budgets

      


      
        	 	 	
                Proposed
                  Programs and Budgets shall be prepared by the Manager for a period
                  of up
                  to one year. Each adopted Program and Budget, regardless of length,
                  shall
                  be reviewed at least once a year at one of the quarterly meetings
                  of the
                  Management Committee. During the period encompassed by any Program
                  and
                  Budget for the succeeding period shall be prepared by the Manager
                  and
                  submitted to the Management
                  Committee.

              


      

       

      
        9.4   Review
          and Approval of Proposed Programs and Budgets

      

      


      Within
        thirty (30) days after submission of a proposed Program and Budget to the
        Management Committee, the Management Committee shall:

      


      (i)  approve
        the proposed Program and Budget; or

      


      (ii)  propose
        modifications of the proposed Program and Budget; or

      


      (iii) reject
        the proposed Program and Budget.

      


      
        	 	 	
                If
                  the Management Committee makes the elections pursuant to Section
                  9.4 (ii)
                  or 9.4 (iii) then the Manager will review the modifications and/or
                  any
                  recommendations of the Management Committee and will resubmit a
                  Program
                  and Budget within thirty (30) days.


              


      

       

      9.5   Election
        to Participate 

      


      
        	 	
                By
                  written notice to the Management Committee within thirty (30) days
                  after
                  approving a Program and Budget except as provided for in Section
                  6.1, a
                  Participant may elect to contribute to such Program and Budget
                  in an
                  amount equal to its Participating Interest or a lesser amount as
                  provided
                  for in Section 6.5. If a Participant fails to so notify the Management
                  Committee, the Participant shall be deemed to have elected not
                  to
                  contribute to such Program and Budget and the provisions of Section
                  6.4
                  shall apply. Subject to Section 9.6 if a Participant elects not
                  to
                  participate in the Program and Budget and the other Participant
                  elects to
                  contribute to the Program and Budget the provisions of Section
                  6.5 shall
                  apply.

              


      

       

      9.6   Deadlock
        on Proposed Programs and Budgets

      


      
        	 	
                If
                  the Participants, acting through the Management Committee, fail
                  to approve
                  a program and
                  Budget by the beginning of the period to which the proposed Program
                  and
                  Budget applies,
                  the provisions of Section 8.7 shall
                  apply

              


      

       

      
        
          
          

        

        
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      9.7   Budget
        and Overruns - Program Changes

      


      The
        Manager shall immediately notify the Management Committee of any material
        departure from an adopted Program and Budget. If the Manager exceeds an adopted
        Budget by more than ten percent (10%), then such excess over ten percent
        (10%)
        shall be for the sole account of the manager, not creditable to the calculation
        of Participating Interests, unless such excess amount is directly caused
        by an
        emergency or unexpected expenditure made pursuant to Section 9.8, or is
        otherwise authorized by the approval of the Management Committee. Budget
        overruns of ten percent (10%), or less, shall be borne by the Participants
        in
        proportion to their respective Participating Interests as of the time the
        overrun occurs.

      


      9.8   Emergency
        or Unexpected Expenditures

      


      In
        case
        of emergency, the Manager
        may take
        any reasonable action it deems necessary to protect life, limb or property,
        to
        protect the Assets or to comply with law or government regulation.
        The
        Manager may also make reasonable expenditures for unexpected events which
        are
        beyond its reasonable control and which do not result from a breach by it
        of its
        standard of care. The Manager shall promptly notify the Participants of the
        emergency or unexpected expenditures, and the Manager shall be reimbursed
        for
        all resulting costs by the Participants in proportion to their respective
        Participating Interests at the time the emergency or unexpected expenditures
        are
        incurred.

      


      


      ARTICLE
        10. - ACCOUNTS
        AND SETTLEMENTS

       

      
        
          10.1        
            Matters
            of Accounts and Settlements 

        

      

      


      
        	 	 	
                These
                  items shall be governed by the provisions in Schedule B (Accounting
                  Procedures) attached hereto.

              


      

      


      


      ARTICLE
        11.
        - DISPOSITION
        OF PRODUCTION

      


      
        11.1
                  Taking
          in Kind

      

      


      Each
        Participant shall take in Kind or separately dispose of its share of all
        Products in accordance with its Participating Interest. Any extra expenditure
        incurred in the taking in kind or separate disposition by any Participant
        of its
        proportionate share of Products shall be borne by such Participant. Nothing
        in
        this Agreement shall be construed as providing, directly or indirectly, for
        any
        joint or co-operative marketing or selling of its Products or permitting
        the
        processing of Products of any parties other than the Participants at any
        processing facilities constructed by the Participants pursuant to this
        Agreement. The Manager shall give the Participants notice at least ten (10)
        days
        in advance of the delivery date upon which their respective shares of Products
        will be available.

       

      
        
          
          

        

        
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            23 of 35

          
            

          

        

        
          
          

        

      

       

      11.2 
           Failure
        of Participant to Take in Kind

      


      If
        a
        participant fails to take in kind, the Manager shall have the right, but
        not the
        obligation, for a period of time consistent with the minimum needs of the
        industry, but not to exceed one year, to purchase the Participant’s share for
        its own account or to sell such share as agent for the Participant at not
        less
        than the prevailing market price in the area. Subject to the terms of any
        such
        contracts of sale then outstanding, during any period that the Manager is
        purchasing or selling a Participant’s share of production, the Participant may
        elect by notice to the Manager to take in kind. The Manager shall be entitled
        to
        deduct from proceeds of any sale by it for account of a Participant reasonable
        expenses incurred in such a sale.

      


      


      ARTICLE
        12.
        - WITHDRAWAL
        AND TERMINATION

      


      12.1   Termination
        by Expiration or Agreement

       

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

      


      12.2    Withdrawal

      


      A
        Participant may elect to withdraw as a participant from this Agreement by
        giving
        notice to the other Participant of the effective date of withdrawal, which
        shall
        be the alter of the then current Program and Budget or at least forty-five
        (45)
        days after the date of the notice. Upon such withdrawal, this Agreement shall
        terminate, and the withdrawing Participant shall be deemed to have transferred
        to the remaining Participant, without cost and free and clear of royalties,
        liens or other encumbrances arising by, through or under such withdrawing
        Participant, except those exceptions to title described in Schedules F and
        G and
        those to which both Participants have given their written consent after the
        date
        of this Agreement, all of its Participating Interest in the Assets and in
        this
        Agreement. Any withdrawal under this Section 12.2 shall not relieve the
        withdrawing Participant of its share of liabilities to third persons (whether
        such accrues before or after such withdrawal) arising out of Operations
        conducted prior to such withdrawal. For purposes of this Section 12.2, the
        withdrawing Participant’s share of such liabilities shall be equal to its
        Participating Interest at the time such liability was incurred.

      


      
        
          12.3   Obligations 

        

      

      


      
        	 	 	
                On
                  termination of this Agreement under Section 12.1 or 12.2, the Participants
                  shall remain liable for continuing obligations hereunder until
                  final
                  settlement of all accounts and for any liability, whether it accrues
                  before or after termination, if it arises out of Operations during
                  the
                  term of the Agreement.

              


      

       

      
        
          
          

        

        
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          12.4  
              Disposition
            of Assets on Termination 

        

      

      


      
        	 	 	
                Promptly
                  after termination under Section 12.1, the Manager shall take all
                  action
                  necessary to wind up the activities of the Venture, and all costs
                  and
                  expenses incurred in connection with the termination of the Venture
                  shall
                  be expenses chargeable to the Venture. Any Participant that has
                  a negative
                  Joint Account balance when the Venture is terminated for any reason
                  shall
                  contribute to the Assets of the Venture an amount sufficient to
                  raise such
                  balance to zero. The Assets shall first be paid, applied, or distributed
                  in satisfaction of all liabilities of the Venture to third parties
                  and
                  then to satisfy any debts, obligations, or liabilities owed to
                  the
                  Participants. Before distributing any funds or Assets to Participants,
                  the
                  Manager shall have the right to segregate amounts, which, in the
                  Manager’s
                  reasonable judgment, are necessary to discharge continuing obligations,
                  or
                  to purchase for the account of Participants, bonds or other securities
                  for
                  the performance of such obligations. The foregoing shall not be
                  construed
                  to include the repayment of any Participant's contributions or
                  Joint
                  Account balance. Thereafter, any remaining cash and all other Assets,
                  including property shall be distributed (in undivided interests
                  unless
                  otherwise agreed) to the Participants, first in the ratio and to
                  the
                  extent of their respective Joint Accounts and then in proportion
                  to their
                  respective Participating Interests, subject to any dilution, reduction,
                  or
                  termination of such Participating Interests as may have occurred
                  pursuant
                  to the terms of this Agreement. No Participant shall receive a
                  distribution of any interest in Products or proceeds from the sale
                  thereof
                  if such Participant's Participating Interest therein has been terminated
                  pursuant to this Agreement.

              


      

      


      
        
          12.5 
              Right
            to Data After Termination 

        

      

      


      
        	 	 	
                After
                  termination of this Agreement pursuant to Section 12.1, each Participant
                  shall be entitled to copies of all information acquired hereunder
                  before
                  the effective date of termination not previously furnished to it,
                  but a
                  terminating or withdrawing Participant shall not be entitled to
                  any such
                  copies in respect to a later termination or
                  withdrawal.

              


      

      


      12.6    Continuing
        Authority

       

      On
        termination of this Agreement under Section 12.1 or the deemed withdrawal
        of a
        Participant pursuant to Sections 5.2 and 6.4, the Manager shall have the
        power
        and authority, subject to control of the Management Committee, if any, to
        do all
        things on behalf of the Participants which are reasonably necessary or
        convenient to:

      


      
        	(i)  	
                wind
                  up Operations; and

              


      

      


      
        	(ii)  	
                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. The Manager 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 the Participants and the Venture, mortgage Assets, and take
                  any other
                  reasonable action in any matter with respect to which the former
                  Participants continue to have, or appear, or are alleged to have,
                  a common
                  interest or a common liability.

              


      

       

      
        
          
          

        

        
          Page
            25 of 35

          
            

          

        

        
          
          

        

      

       

      
        	12.7  	
                  
                   Non-Compete
                  Covenants

              


      

      


      A
        Participant that withdraws pursuant to Section 12.2, or is deemed to have
        withdrawn pursuant to Sections 6.2 or 6.7 shall not directly or indirectly
        acquire any interest in property within the Area of Interest for two (2)
        years
        after the effective date of withdrawal. If a withdrawing Participant, or
        an
        Affiliate of a withdrawing Participant, breaches this Section 12.7, such
        Participant of Affiliate shall be obligated to offer to convey to the
        non-withdrawing Participant, without cost, any such property or interest
        so
        acquired. Such offer shall be made in writing and can be accepted by the
        non-withdrawing Participant at any time within forty-five (45) days after
        it is
        received by such non-withdrawing Participant.

      


      
        	
                12.8

              	
                       
                  Mutual Withdrawal 

              


      

      


      
        	 	 	
                If
                  a Participant elects to withdraw from this Agreement pursuant to
                  Section
                  12.2, the other Participant may also elect to withdraw as a Participant
                  by
                  giving written notice thereof to the other Participant within thirty
                  (30)
                  days after receipt of the first Participant's notice of withdrawal,
                  in
                  which event the Participants shall be deemed to have agreed to
                  terminate
                  the Venture as of the first date of withdrawal pursuant to Section
                  12.1.

              


      

      


      
        	12.9  	
                      
                  Rights
                  to Data After Termination

              


      

      


      After
        termination of this Agreement pursuant to Sections 12.1 or 12.2, project
        data
        shall be distributed as follows:

      


      
        	(i)  	
                all
                  proprietary data provided by AM covering data on the Properties
                  and other
                  Stillwater Complex lands and all copies thereof will be returned
                  to AM
                  within thirty (30) days of the termination date. These data include
                  geological and related documentation, records, reports and information
                  provided by the lessors signatories to Schedules A-1 and A-2;
                  and

              


      

      


      
        	(ii)  	
                copies,
                  including but not limited to, of any and all raw data developed
                  by TMC
                  about or on the Properties, any geological data, computer generated
                  data,
                  notes, summaries, maps, surveys, assays, drill hole logs or other
                  documentation generated by TMC during the life of the Venture will
                  be
                  provided to AM.

              


      

       

      
        
          
          

        

        
          Page
            26 of 35

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        13. - SURRENDER
        OF PROPERTIES

      


      13.1         Surrender
        of Properties

      


      The
        Management Committee may authorize the Manager to surrender part or
        all of
        the
        Properties. If the Management Committee authorizes any such surrender over
        the
        objection of a Participant, the Participant that desires to surrender shall
        assign to the objecting Participant, without cost to the objecting Participant,
        all of the surrendering Participant’s interest in the properties to be
        surrendered, and the surrendered Properties shall cease to be part of the
        Properties.

      


      
        13.2        
          Re-acquisition

      

      


      If
        any
        properties are surrendered under the provisions of this Article 13., then,
        unless this Agreement is terminated earlier, neither Participant nor any
        Affiliate thereof shall acquire any interest in such Properties or a right
        to
        acquire such Properties for a period of two years following the date of such
        surrender. If a Participant re-acquires any properties in violation of this
        Section 13.2, the other participant may elect by notice to the
        re-acquiring

      Participant
        within forty-five (45) days after it has actual notice of such re-acquisition,
        to have such Properties made subject to the terms of this Agreement. In the
        event such an election is made, the re-acquired properties shall thereafter
        be
        treated as Properties, and the costs of re-acquisition shall be borne pro
        rata
        by the participants and shall be included for purposes of calculating the
        Participants’ respective Participating Interests.

      


      


      ARTICLE
        14.
        - TRANSFER OF INTEREST

      


      
        14.1      
          General

      

      


      A
        Participant shall have the right to Transfer to any third party all or any
        part
        of its interest in or to this Agreement, its Participating Interest, or the
        Assets solely as provided in this Article 14 and subject to the Underlying
        Agreements.

      


      
        14.2      
          Limitations
          on Free Transferability

      

      


      The
        transfer of a Participant in Section 14.1 shall be subject to the following
        terms and conditions:

       

      
        	 	
                (i)

              	 	
                no
                  transferee of all or any part of the interest of a Participant
                  in this
                  Agreement, any Participating Interest, or the Assets shall have
                  the rights
                  of a Participant unless and until the transferring Participant
                  has
                  provided to the other Participant notice of the Transfer, and except
                  as
                  provided in Sections 14.2(iii) and 14.2(vi), the transferee, as
                  of the
                  effective date of the Transfer, has committed in writing to be
                  bound by
                  this Agreement to the same extent as the transferring
                  Participant;

              


      

       

      
        
          
          

        

        
          Page
            27 of 35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                no
                  Transfer permitted by this Article 14 shall relieve the transferring
                  Participant of its share of any liability, whether accruing before
                  or
                  after such Transfer, which arises out of Operations conducted prior
                  to
                  such Transfer;

              


      

      


      
        	 	
                (iii)

              	 	
                in
                  the event of a Transfer of less than all of a Participating Interest,
                  the
                  transferring Participant and its transferee shall act and be treated
                  as
                  one Participant;

              


      

      


      
        	 	
                (iv)

              	 	
                except
                  as provided in Section 14.4 (iii), no Participant shall transfer
                  any
                  interest in this Agreement or the Assets except by Transfer of
                  part or all
                  of its Participating Interest;

              


      

      


      
        	 	
                (v)

              	 	
                from
                  the date of execution of this Agreement, 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 Participating
                  Interest
                  or the Assets to secure a loan or other indebtedness of a Participant
                  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
                  Participant hereunder. Upon any foreclosure or other enforcement
                  of rights
                  in the security interest the acquiring third party shall be deemed
                  to have
                  assumed the position of the encumbering Participant with respect
                  to this
                  Agreement and the other Participant, and it shall comply with and
                  be bound
                  by the terms and conditions of this Agreement;


              


      

      


      
        	 	
                (vi)

              	 	
                if
                  a sale or other commitment or disposition of Products or proceeds
                  from the
                  sale of Products by a Participant upon distribution to it pursuant
                  to
                  Article 11 creates in a third party a security interest in Products
                  or
                  proceeds therefrom prior to such distribution, such sales, commitment
                  or
                  disposition shall be subject to the terms and conditions of this
                  Agreement; and 

              


      

      


      
        	(v)      	
                no
                  Participant, without the consent of the other participant, shall
                  make a
                  transfer which shall cause termination of the tax partnership established
                  by the provisions of Section 4 2.

              


      

      


      14.3         Right
        of First Refusal

      


      Except
        as
        otherwise provided in Section 14.4, if either Participant receives an offer
        to
        transfer or otherwise dispose of all or a part of its Participating Interest
        in
        the Venture and/or Assets to a third party, including AM’s one hundred percent
        (100%) interest in the “G” and “H” Chromites and the nickel-copper-cobalt
        mineralization in the Nye Basin not subject to this Joint Venture, prior
        to
        accepting such offer the transferring Participant shall first offer the interest
        to the non-transferring Participant at the same terms and conditions as set
        forth in the third party offer. The non-transferring Participant may accept
        the
        offer by written notice to the transferring Participant given within sixty
        (60)
        days of receipt of the transferring Participant’s offer. If the non-transferring
        Participant does not accept the offer, then the transferring Participant
        may
        sell or otherwise dispose of its interest under terms and conditions not
        less
        favorable to it than those set forth in the third party offer, provided that
        the
        sale or other disposition is effectuated within one hundred and eighty (180)
        days from the effective date of the third party offer.

       

      
        
          
          

        

        
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            28 of 35

          
            

          

        

        
          
          

        

      

       

      
        14.4   
              Exceptions
          to Right of First Refusal

      

      


      Section
        14.3 shall not apply to the following:

      


      
        	 	
                (i)

              	
                transfer
                  by a Participant of all or any part of its interest in this Agreement,
                  any
                  Participating Interest, or the Assets to an
                  Affiliate:

              


      

      


      
        	 	
                (ii)

              	 	
                incorporation
                  of a Participant, or corporate merger, consolidation, amalgamation
                  or
                  reorganization of a Participant by which the surviving entity shall
                  possess substantially all of the stock, or all of the property
                  rights and
                  interests, and be subject to substantially all of the liabilities
                  and
                  obligations of that Participant;

              


      

      


      
        	 	
                (iii)

              	 	
                the
                  grant by a Participant of a security interest in any interest in
                  this
                  Agreement, any Participating Interest, or the Assets by mortgage,
                  deed of
                  trust, pledge, lien or other encumbrance which shall be subordinate
                  as set
                  forth above; or

              


      

      


      
        	 	
                (iv)

              	 	
                a
                  sale or other commitment or disposition of Products or proceeds
                  from sale
                  of Products by a Participant upon distribution to it pursuant to
                  Article 11.

              


      

      


      


      ARTICLE
        15. - CONFIDENTIALITY AND RELEASES

      


      15.1      
         General
        

      


      The
        financial terms of this Agreement and all information obtained in connection
        with the performance of this Agreement are valuable trade secrets and shall
        be
        the exclusive property of the Participants and shall be maintained on a
        confidential basis. Neither Participant shall make any disclosure to any
        third
        party or the public or give out any publicity, press release or written material
        relating to confidential information, the Venture or the terms of this Agreement
        without the prior written consent of the other Participant, which consent
        shall
        not be unreasonably withheld.

      


      
        15.2        Exceptions

      

      


      The
        consent required by Section 15.1 shall not apply to a disclosure:

      


      
        	 	
                (i)

              	
                to
                  an Affiliate, consultant, contractor or subcontractor that has
                  a bona fide
                  need to be informed;

              


      

      


      
        	 	
                (ii)

              	
                to
                  any third party to whom the disclosing Participant contemplates
                  a Transfer
                  of all or any part of its interest in or to this Agreement, its
                  Participating Interest, or the Assets;
                  or

              


      

       

      
        
          
          

        

        
          Page
            29 of 35

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)
                  

              	
                which
                  the disclosing Participant is required by pertinent law or regulation
                  or
                  the rules of any stock exchange to disclose; provided that in any
                  case to
                  which this Section 15.2 is applicable, the disclosing Participant
                  shall
                  give written notice to the other Participant prior to the making
                  of any
                  such disclosure; or

              


      

      


      
        	
              	(iv)	
                as
                  necessary to administer or enforce this
                  Agreement.

              


      

      


      As
        to any
        disclosure pursuant to Section 15.2(i) or (ii), 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
        Participants are obligated under this Article 15.

      


      15.3        
        Duration
        of Confidentiality

      


      The
        provision of this Article 15. shall apply during the term of this Agreement
        and
        for two (2) years following a termination pursuant to Section 12.1 or following
        withdrawal pursuant to Section 12.2, and shall continue to apply to any
        Participant who withdraws, who is deemed to have withdrawn, or who Transfers
        its
        Participating Interest, for two (2) years following the date of such
        occurrence.

      


      


      ARTICLE
        16. - AREA
        OF INTEREST

      


      
        16.1      
          Acquisitions
          in Area of Interest

      

      


      If
        at any
        time during the existence of this Agreement any Participant or any former
        Participant that has a production royalty interest as provided for herein,
        (in
        this section only, called the “Acquiring Party”) stakes or otherwise acquires
        any right to or interest in any properties within the Area of Interest, the
        Acquiring Party shall forthwith give notice to the other Participant(s) of
        such
        acquisition, the total cost of such acquisition, the total cost thereof and
        all
        details in the possession of that Participant with respect to the details
        of the
        acquisition, the nature of the property and the known mineralization. Each
        other
        Participant may, within thirty (30) days of receipt of the Acquiring Party’s
        notice, elect, by notice to the Acquiring Party, to require that the properties
        and the right or interest acquired be held equally by the parties and be
        included in and thereafter form part of the Properties for all purposes of
        this
        Agreement.

      


      In
        the
        event properties or interests in properties are acquired by an Acquiring
        Party
        through a joint venture in the Area of Interest after the Effective Date
        of this
        Agreement, any such acquired properties or interest in acquired properties,
        shall be held equally by TMC and AM unless otherwise agreed.

      


      If
        the
        election aforesaid is made, the other Participants shall reimburse the Acquiring
        Party for that portion of the cost of acquisition which is equivalent to
        their
        respective Participating Interests. If no other participant makes the election
        aforesaid within that period of thirty (30) days, the right or interest acquired
        shall not form part of the Properties and the Acquiring Party shall be solely
        entitled thereto.

      


      
        
          
          

        

        
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      ARTICLE
        17.
        -
        GENERAL PROVISIONS

      


      17.1         Notices 

      


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

      


      
        	 	
                (i)

              	
                If
                  to TMC:

              


      

      


      Trend
        Mining Company,

      5575
        South Sycamore Street, 

      Littleton,
        Colorado 

      U.S.A. 80120

      Attention:
        Thomas A. Loucks

      Phone:
        303-798-7363

      Fax:
        303-
        798-7374

      


      
        	
              	(ii)	
                If
                  to AM:

              


      

      


      Aurora
        Metals (BVI) Limited,

      P.O.
        Box
        27494,

      Lakewood,
        Colorado

      U.S.A.
        80227-0494

      Attention:
        John A.A. James

      Phone:
        303-727-8609

      Fax:
        303-936-0333

       

      All
        Notices shall be given:

      


      
        	(a)  	
                by
                  personal delivery to the Participant, or


              


      

      


      
        	(b)  	
                by
                  electronic communication or facsimile, with a confirmation sent
                  by
                  registered or certified mail return receipt requested,
                  or

              


      

      


      
        	(c)  	
                by
                  registered or certified mail return receipt requested;
                  or

              


      

      


      
        	 	
                (d)  
                  

              	
                by
                  express mail. 

              


      

      


      All
        Notices shall be effective and shall be deemed delivered:

      


      
        
          
          

        

        
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            31 of 35

          
            

          

        

        
          
          

        

      

      


      
        	a.  	
                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,
                  and/or

              


      

      


      
        	b.  	
                if
                  by electronic communication or facsimile on the next business day
                  following receipt of the electronic communication or facsimile,
                  and/or
                  

              


      

      


      
        	c.  	
                if
                  solely by mail on the next business day after actual receipt.
                  

              


      

      


      A
        Participant may change its address by Notice to the other
        Participant.

      


      
        17.2  
            Waiver

      

      


      The
        Failure of a Participant 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
        Participant’s right thereafter to enforce any provision or exercise any
        right.

      


      
        17.3  
            Modification

      

      


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

      


      
        17.4
              Force
          Majeure

      

      


      Except
        for the obligation to make payments when due hereunder, the obligations of
        a
        Participant shall be suspended to the extent, and for the period, that
        performance is prevented by any cause, whether foreseeable or unforeseeable,
        beyond its reasonable control, including, without limitation, lack of
        satisfactory market, labor disputes (however arising and whether, or not,
        employee demands are reasonable or within the power of the Participant to
        grant); acts of God; laws, regulations, orders, proclamations, instructions
        or
        requests of any government or governmental entity; judgements or orders of
        any
        court; inability to obtain on reasonably acceptable terms any public or private
        license, permit or alleged, present or prospective violation of federal,
        provincial or local environmental standards; acts of war or conditions arising
        out of or attributable to war, whether declared or undeclared; riot, civil
        strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood,
        sink holes,; drought or other adverse weather conditions; delay or failure
        by
        suppliers or transporters of materials, parts, supplies, services or equipment
        or by contractors’ or subcontractors’ shortage of, or inability to obtain,
        labor, transportation, materials, machinery, equipment, supplies, utilities
        or
        services; accidents; breakdown of equipment, machinery or facilities; or
        any
        other cause whether similar or dissimilar to the foregoing. 

      


      The
        affected Participant shall promptly give notice to the other Participant
        of the
        suspension of performance, stating therein the nature of the suspension,
        the
        reasons therefor, and the expected duration thereof and this Agreement shall
        be
        extended by the total period of such delays or suspension. The affected
        Participant shall resume performance as soon as reasonably possible. During
        the
        period of suspension the obligations of the Participants to advance funds
        pursuant to Section 9.2 shall be reduced to levels consistent with
        Operations.

      


      
        
          
          

        

        
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        17.5    Economic
          Force Majeure

      

      


      Following
        the Earn-In Period and if at any time after the Management Committee reaches
        a
        determination, in its reasonable judgment, that the minerals encompassed
        within
        the Properties cannot be profitably mined under the terms and conditions
        of this
        Agreement as it is then in effect, the Management Committee may declare that
        a
        condition of Force Majeure exists as provided in Section 17.4 above; provided,
        that in no event shall a condition of Force Majeure declared pursuant to
        this
        Section 17.5 be in effect for more than five (5) consecutive years.

      


      17.6  
          Governing
        Law

      


      This
        Agreement shall be
        governed by and interpreted in accordance with the laws of the State of
        Colorado. 

      


      17.7
            Rule
        Against Perpetuity

       

      Any
        right
        or option to acquire any interest in real or personal property under this
        Agreement must be exercised, if at all, so as to vest such interest in the
        acquirer within twenty-one (21) years after the Effective Date of this
        Agreement.

      


      17.8  
          Further
        Assurances

       

      Each
        of
        the Participants agrees, from time to time, to take 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.

      


      17.9
           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 Participant
        in
        whose favor they run. Sections 2.2, 4.3, 6.6, 6.8, 12.2, 12.3, 12.4, 12.7,
        13.2,
        17.6 and 1.3.3 of the Accounting Procedures.

      


      17.10   Entire
        Agreement

      


      This
        Agreement contains the entire understanding of the Participants and supersedes
        all prior agreements and understandings between the Participants 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 Participants.
        In the event of any conflict between this Agreement and Schedules attached
        hereto, the Terms of this Agreement shall be controlling.

       

      
        
          
          

        

        
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      17.11   Memorandum

      


      At
        the
        request of either Participant, a Memorandum or short form of this Agreement,
        as
        appropriate, which shall not disclose financial information contained herein,
        shall be prepared and recorded by Manager. This Agreement shall not be
        recorded.

      


      
        17.12   Funds

      

      


      All
        references to dollar amounts contained in this Agreement are references to
        the
        currency of the United States of America.

       

      
        
          
          

        

        
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            34 of 35

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS HEREOF,
        this
        Agreement has been executed by the parties hereto effective as of the day
        and
        year first above written.

       

      
        	 	 	 
	 	AURORA
                METALS (BVI) LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ John
                A.A. James
	 	
                
John
                A.A. James
	
                 Title:  
                  

              	President
                and Director


      

       

      
        	 	 	 
	 	TREND
                MINING COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
                A. Loucks
	 	
                
Thomas
                A. Loucks
	
                 Title:  
                  

              	President
                and Chief Executive Office


      

       

      
        
          
          

        

        
          Page
            35 of 35