EXPLORATION
AND ASSIGNMENT OPTION AGREEMENT OF MINING CONCESSIONS (THE “AGREEMENT”) ENTERED
INTO BY AND BETWEEN COMPAÑÍA MINERA HUAJICARI, S.A. DE C.V., REPRESENTED BY MR.
SANTANA ARMANDO GUADIANA TIJERINA (THE “COMMITTING
ASSIGNOR”); AND NAYARIT GOLD DE MÉXICO, S.A. DE C.V., A COMPANY
INCORPORATED UNDER THE LAWS OF THE MEXICAN UNITED STATES (“NAYARIT” or “THE EXPLORER AND COMMITTING
ASSIGNEE”), REPRESENTED HEREIN BY MR. COLIN PAUL SUTHERLAND, PURSUANT TO
THE FOLLOWING RECITALS AND CLAUSES:

    


    RECITALS

    


    
      	
              I. 

            	
              Committing
      Assignor hereby states that:

            


    

    


    
      	
               
      

            	
              1.

            	
              It
      is a company incorporated pursuant to the General Law of Commercial
      Corporations, as evidenced through public instrument number 34, dated June
      17, 1987, granted before Mr. Oscar Villegas Rico, Notary Public Number 19
      for Saltillo, State of Coahuila, Mexico. Such public instrument was
      recorded with the Public Registry of Property and Commerce of Tepic, State
      of Nayarit, Mexico, under entry number one, dated January 12,
      1988.

            


    

    


    
      	
               
      

            	
              2.

            	
              Its
      representative has sufficient authority to enter into this Agreement on
      its behalf, which authority has not been limited or revoked in any manner
      whatsoever.

            


    

    


    
      	
               
      

            	
              3.

            	
              He
      is the legal owner of the following mining concessions on certain lots
      located at the Municipality of Acaponeta, State of Nayarit,
      Mexico:

            


    

    


    
      
        	
                Lot

              	 
      	
                Title

              	 
      	
                Surface in Hectares

              
	
                San
      Juan Fraccion I

              	 
      	
                205392

              	 
      	
                1371.7580

              
	
                San
      Francisco Tres

              	 
      	
                203136

              	 
      	
                32.7243

              
	
                Isis

              	 
      	
                214395

              	 
      	
                101.3390

              
	
                San
      Miguel

              	 
      	
                224392

              	 
      	
                1178.0000

              
	
                San
      Juan Fraccion II

              	 
      	
                205393

              	 
      	
                0.8091

              
	
                San
      Juan I

              	 
      	
                221365

              	 
      	
                45.6307

              


      

    

    


    Such
concessions shall be hereinafter referred to as the “Concessions”. The
surface areas of land covered by the Concessions shall be hereinafter referred
to as the “Land”. A copy of the Concessions is attached hereto as Exhibit “A”.

    


    
      	
               
      

            	
              4.

            	
              The
      Concessions are in effect and are recorded with the Public Registry of
      Mining under the following entries:

            


    

    


    San Juan Fraccion I, recorded
under entry number 25, page 13, volume 341 book of Mining Concessions in Mexico,
D.F. on February 3, 2004.

    


    San Francisco Tres, recorded
under entry number 156, page 78, volume 290 book of Mining Concessions in
Mexico, D.F. on May 8, 1996.

    


    Isis, recorded under entry
number 255, page 128, volume 321 book of Mining Concessions in Mexico, D.F. on
September 6, 2001.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    San Miguel, recorded under
entry number 172, page 86, volume 349 book of Mining Concessions in Mexico, D.F.
on May 3, 2005.

    


    San Juan Fraccion II, recorded
under entry number 253, page 127, volume 296 book of Mining Concessions in
Mexico, D.F. on August 29, 1997.

    


    San Juan I, recorded under
entry number 252, page 126, volume 296 book of Mining Concessions in Mexico,
D.F. on August 29, 1997.

    


    
      	
               
      

            	
              5.

            	
              The
      Concessions are up to date in the payment of contributions and fees
      derived therefrom, as evidenced through the receipts of payment attached
      hereto as Exhibit
      “B”.

            


    

    


    
      	
               
      

            	
              6.

            	
              It
      wishes to enter into this Agreement to grant Nayarit the right to carry
      out mining exploration activities on the Land covered by the Concessions,
      as well as to commit to assign in favor of Nayarit of the Concessions
      through an assignment of rights, subject to the terms and conditions of
      this Agreement.

            


    

    


    
      	
              II. 

            	
              Nayarit,
      through its representative states
that:

            


    

    


    1.      It
is a company incorporated under the General Law of Commercial
Corporations.

    


    
      	
               
      

            	
              2.

            	
              Its
      representative has sufficient authority to enter into this Agreement on
      its behalf, which authority has not been limited or revoked in any manner
      whatsoever.

            


    

    


    
      	
               
      

            	
              3.

            	
              It
      wishes to enter into this Agreement with Committing Assignor to receive
      the right to carry out the mining exploration activities on the Land
      covered by the Concessions, as well as to be entitled to acquire the
      Concessions through assignment of rights, under the terms and conditions
      of this Agreement.

            


    

    


    III.          The
parties state, through their respective representatives, that in the execution
of this Agreement there has been no error, deceit or bad faith.

    


    Based on
the former recitals, the parties agree to be bound by the
following:

    


    CLAUSES

    


    CLAUSE 1. EXPLORATION

    


    
      	
              1.1

            	
              Committing
      Assignor hereby grants Nayarit the unlimited right to carry out mining
      exploration activities on the Land covered by the Concessions, to which
      effect Nayarit shall enjoy, as of the date of execution hereof, prior
      negotiation by itself and at its own expense of the superficial rights of
      the Land, unlimited access to carry out mining exploration activities,
      including, without limitation, testing, drilling, perforation, excavation,
      and all other activities related to mining
  exploration.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    CLAUSE 2. EXPLORATION
TERM

    


    
      	
              2.1

            	
              The
      effective term of the right of exploration granted by Committing Assignor
      to Nayarit pursuant to this Agreements is of 2 years commencing as of the
      date of execution hereof. However, Nayarit may early terminate this
      Agreement without responsibility through written notice thereof. The
      parties agree that in case of early termination, Nayarit shall not be
      obligated to make the payments of money, shares and royalties described in
      Clause 6, paragraph 6.1.1, 6.1.2 and 6.1.2 of this Agreement that were not
      due upon early termination, nor shall Nayarit be obligated to continue its
      investment obligation as described in paragraph 7.1 of Clause 7 of this
      Agreement. Notwithstanding the foregoing and in the event that Nayarit
      terminates this Agreement by means of a simple written notice addressed to
      the “Committing Assignor”, Nayarit commits to pay to the owner of the
      concession and the Committing Assignor the 20% (twenty per cent) of the
      total of the remaining payments set forth in paragraph 6.1.1 of Clause 6,
      the foregoing due to the obligation of Committing Assignor to comply with
      the term herein stated.

            


    

    


    Moreover,
the Explorer and Committing Assignee shall deliver to the Committing Assignor
every 6 months, without the need of any previous requirement, each and all of
the exploration reports performed on the lots of the mining concession,
including the results of such works, its plot plans, and all those documents
produced by the Explorer and Committing Assignee due to the performance of such
works, documents that will not cause any costs to be paid by the Committing
Assignor.

    


    CLAUSE 3. PROMISE TO ASSIGN THE
CONCESSIONS

    


    
      	
              3.1

            	
              Committing
      Assignor commits and unilaterally agrees in favor of Nayarit, to enter
      into a definitive assignment of rights agreement on the Concessions
      (hereinafter the “Definitive Assignment Agreement”), subject to the
      compliance of each and all of the obligations of this Agreement, in order
      to transfer title to the Concessions described in paragraph 2, of Recital
      I of this instrument, in favor of Nayarit, pursuant to the terms and
      conditions of this Agreement. The parties agree that the Assignment
      Agreement shall be substantially under the terms of the form attached
      hereto as Exhibit
      “C”.

            


    

    


    
      	
              3.2

            	
              Through
      the Definitive Assignment Agreement, Committing Assignor shall transfer
      title to the Concessions free from all liens and limitations of domain, in
      compliance with all applicable laws and up to date in the payment of
      rights and fees derived from the Concessions. Such transfer shall include
      all rights derived from the Concessions, as well as all other rights, uses
      and privileges that are inherent to the Concessions, except for the
      obligations to be bound on Nayarit; such as the payment of the concession
      mining fees and the compliance of the obligations derived from the
      environmental laws, same that Nayarit will comply with once the Definitive
      Assignment Agreement is executed.

            


    

    


    CLAUSE 4. TERM OF PROMISE TO
ASSIGN

    


    
      	
              4.1

            	
              The
      unilateral promise to transfer the Concession in favor of the Committing
      Assignor shall be in effect, and therefore, Nayarit shall be entitled to
      exercise its option to acquire the Concessions, at any time as of the date
      of execution hereof, provided that its obligations derived from Clause 6
      have been complied, and until 90 (ninety) calendar days after the date of
      expiration of the effective term of the exploration rights granted through
      this Agreement, exercisable through written notice to be delivered by
      Nayarit to Committing Assignor. In that event, the assignment of the
      Concessions shall take place within 10 days following the date of the
      notice to which effect the Committing Assignor shall execute the
      Definitive Assignment Agreement and, shall sign and carry out all other
      document and formality that may be needed in order to assign the
      Concessions in favor of Nayarit, without limitation, the registration of
      the Definitive Assignment Agreement with the Public Registry of
      Mining.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    CLAUSE 5. OBLIGATIONS OF COMMITTING
ASSIGNOR

    


    
      	
              5.1

            	
              Committing
      Assignor shall not transfer, assign or grant any lien its title to the
      Concessions to any third party during the term of its promise to transfer
      them as provided for in Clause 4 hereof. Also, during such term,
      Committing Assignor shall refrain from carrying out any act that might
      adversely affect title to the Concessions and the rights of Nayarit agreed
      under this Agreement.

            


    

    


    
      	
              5.2

            	
              Committing
      Assignor states that it is willing to cooperate with Nayarit, whenever
      possible and provided that it does not imply any monetary expenses, to
      carry out all act, formality or procurement needed or which may be
      convenient in order to have the owners and/or possessors of the
      superficial Land, granting the necessary access for the exploration and
      exploitation activities of Nayarit and for the performance of its mining
      operations, as the case may be, once Nayarit exercises its option to
      acquire the Concessions, in the understanding that the foregoing does not
      imply an obligation to the Committing
Assignor.

            


    

    


    
      	
              5.3

            	
              During
      the term of the promise to transfer the Concessions by Committing
      Assignor, Nayarit shall be entitled to carry out an audit and due
      diligence regarding the Concessions and any other documentation, receipts
      of payment and registration and certifications related to the Concessions
      and the Land covered thereby. To such effect, Committing Assignor shall
      provide Nayarit with all receipts of payment, Concessions titles,
      registrations and other documents pertaining to the Concessions and the
      lots covered thereby, and to give access to Nayarit to such documents to
      allow Nayarit the performance of its due diligence activities. Committing
      Assignor also agrees to cooperate in good faith and to provide Nayarit all
      information and documents that it has and that are reasonably necessary to
      allow Nayarit the performance of due
diligence.

            


    

    


    CLAUSE 6.
CONSIDERATION

    


    
      	
              6.1

            	
              As
      consideration for the assignment of the Concessions in favor of Nayarit,
      as provided for in this Agreement, Nayarit shall pay Committing Assignor
      at the domicile located in Boulevard Venustiano Carranza number 8910, of
      the City of Saltillo, Coahuila, or by means of wire transfer to the bank
      account that the Committing Assignor determines, the
      following:

            


    

    


    
      	
              6.1.1

            	
              USD$500,000.00
      dollars upon execution of this Agreement, and subsequent payments of
      USD$500,000.00 dollars every six months as of the sixth month following to
      execution of this Agreement, to reach a total amount of USD$2,500,000.00
      Dollars. Nayarit will have an additional term of 10 (ten) calendar days
      without liability following the termination of said six-month period to
      provide the corresponding payment; however, the parties agree that such
      additional term may be extended up to 30 (thirty) calendar days, provided
      that Nayarit notifies in advance to Committing Assignor about the
      circumstances preventing the payment. In the event that Nayarit does not
      pay within the 30 (thirty) days mentioned before, this Agreement will be
      automatically rescinded.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              6.1.2

            	
              Three
      million five hundred thousand common shares tradable through the TSX
      Venture Exchange under the symbol  ̈NYG ̈, of the entity Nayarit Gold Inc.
      issued upon the effectiveness of this Agreement, with the option to go up
      to four million; provided that Committing Assignor waives in writing its
      right to receive the last payment of USD$500,000.00 dollars set forth in
      paragraph 6.1.1 with at least 30 (thirty) days previous to the date of
      such last payment. In such regard, Nayarit agrees to deliver to Commitment
      Assignor, upon the initiation of the effectiveness of this Agreement, the
      amount of 500,000 (five hundred thousand) shares. Thereafter, every six
      months and on each of the payment dates stated in paragraph 6.1.1 above,
      Nayarit agrees to deliver to Commitment Assignor the amount of 750,000
      (seven hundred and fifty thousand) shares until complete the total amount
      of 3’500,000 (three million five hundred thousand) shares. In the event
      that Committing Assignor choose to receive the 500,000 (five hundred
      thousand) shares stated at the beginning of this paragraph, waving
      consequently its right to receive the last payment of USD$500,000.00
      dollars, on such payment date Nayarit shall deliver to the Committing
      Assignor the amount of 1’250,000 (one million two hundred and fifty
      thousand) shares, which will include the 750,000 (seven hundred and fifty
      thousand) shares that on such date must be delivered, in accordance to the
      provisions set forth by the TSX Venture
  Exchange.

            


    

    


    
      	
              6.1.3

            	
              3%
      Net Smelter Royalty, which percentage may be acquired by Nayarit, or by
      Nayarit Gold Inc., through the payment in cash of USD$3,000,000.00
      dollars, option that may be exercised as of the effectiveness of this
      Agreement and up to 5 (five) years following the initiation of such
      effectiveness.

            


    

    


    CLAUSE 7. OBLIGATIONS OF
NAYARIT

    


    
      	
              7.1

            	
              Nayarit
      shall invest at least USD$3,000,000.00 dollars in expenses that have to be
      accountable justified in direct works for works of exploration activities
      on the Land covered by the Concessions, during a term of 2 years as of the
      date of execution hereof, expenses that have to be reflected in detail by
      Nayarit in the reports to be delivered to Committing Assignor every six
      months at the domicile stated in the precedent clause for its knowledge
      and verification as of the first six months following the date of
      execution hereof.

            


    

    


    
      	
              7.2

            	
              During
      the term of this Agreement, Nayarit shall also present technical written
      reports every six months, indicating to Committing Assignor the status,
      and the progress of its exploration mining project on the lots covered by
      the Concessions.

            


    

    


    
      	
              7.3

            	
              As
      of execution hereof, Nayarit shall make on time, on behalf of Committing
      Assignor, the payments of all the taxes and fees derived from the
      Concessions payable pursuant to the applicable laws, in the understanding
      that the lack of payment of the taxes and fees mentioned before will imply
      that Nayarit will have to pay for any fines, charges, interests and other
      assessments that may be assessed by the competent authorities in case of
      untimely or inaccurate payment. The amounts paid by Nayarit, as set forth
      in this paragraph, shall be considered as part of the investment amounts
      specified in paragraph 7.1 above.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Nayarit
agrees that the breach of any of the payments mentioned herein will cause the
rescission of the Agreement, without the need of any previous requirement or
notice from the Committing Assignor.

    


    
      CLAUSE 8. DEFAULT

    

    


    
      	
              8.1

            	
              The
      parties agree that in the event of default of any of the obligations of
      the parties in this Agreement (each a “Default”), the
      non-defaulting party shall notify the defaulting party, in writing, the
      basis for the Default. The defaulting party shall have a term of 10 days
      to cure the Default. Once the 10-day term to cure the Default has
      elapse, the non-defaulting party
may:

            


    

    


    
      	
              8.1.1 

            	
              Extend
      the term to comply in favor of the defaulting party;
  or

            


    

    


    
      	
              8.1.2

            	
              Demand
      the enforcement of this Agreement;
or

            


    

    


    
      	
              8.1.3

            	
              Rescind
      this Agreement without need of judicial intervention, through written
      notice to the defaulting party, in which event the party rescinding the
      Agreement shall have the right to receive an indemnification for damages
      derived from the default of the other
party.

            


    

    


    CLAUSE
9.

    PRECEDENT
CONDITIONS

    


    
      	
              9.1

            	
              This
      Agreement shall be subject to the following precedent conditions, all of
      which should be met by the 30th day following the date of execution
      hereof:

            


    

    


    
      	
              9.1.1 

            	
              That
      Committing Assignor is the legal owner of the
  Concessions.

            


    

    


    
      	
              9.1.2

            	
              That
      the Concessions were validly issued by the competent authorities and are
      in effect and duly recorded with the corresponding instances, including
      the Public Registry of Mining.

            


    

    


    
      	
              9.1.3

            	
              That
      Committing Assignor is up to date in the payment of fees, taxes and all
      other contributions derived from the
  Concessions.

            


    

    


    
      	
              9.1.4

            	
              That
      the Concessions are free from liens and limitations of
    domain.

            


    

    


    
      	
              9.1.5

            	
              That
      Nayarit obtains authorization from the TSX Venture Exchange for the
      execution of this Agreement.

            


    

    


    In view
of the provisions of this Clause, the obligations of the parties, including
without limitation the payment obligations of Nayarit set forth in this
Agreement, shall not be effective but only once the conditions precedent
described in this paragraph are met within the agreed term.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    CLAUSE
10.

    MISCELLANEOUS

    


    
      	
              10.1

            	
              Nayarit
      shall have at its expense, the right to record this Agreement with the
      Public Registry of Mining, in which event Committing Assignor shall appear
      before the Notary Public designated by both parties to carry out the
      formalities needed to have this Agreement duly recorded with such
      registry.

            


    

    


    
      	
              10.2

            	
              Each
      party shall be responsible for the payment of its own taxes and expenses
      derived from the negotiation, execution, formalization and registration of
      this Agreement, including without limitation attorneys’ and consultants’
      fees.

            


    

    


    
      	
              10.3

            	
              The
      parties agree that all notices and any other communication required or
      allowed hereunder shall be made in writing and shall be considered as duly
      served if delivered in hand, or on the third day if sent through pre-paid
      certified or registered mail, receipt requested, or on the next day if
      sent through next-day delivery nationwide courier service which keeps
      record of the time place and name of recipient of the items delivered, or
      after receipt of confirmation of the transmission if sent by telecopy of
      facsimile, and in each case, if addressed to the following
      addresses:

            


    

    


    If to
Committing Assignor:

    Compañía
Minera Huajicari, S.A. de C.V.

    Blvd. V.
Carranza #8910, Col. Jardín

    Saltillo,
Coah. 25240 México

    Atención:
Ing. S. Armando Guadiana Tijerina

    Fax: 52
(844) 415 4931

    


    If to
Nayarit:

    Nayarit
Gold de México, S.A. de C.V.

    Edificio
Punto Alto 2, Piso 4

    Av. Valle
Escondido 5500

    Chihuahua,
Chihuahua, Mexico

    C.P.
31125

    Attention:
Colin Paul Sutherland and/or Rafael Cereceres Ronquillo

    Fax:
(011-52-614) 180-1329

    


    and

    c.c.:

    Baker
& McKenzie Abogados, S.C.

    Edificio
Punto Alto 2, Piso 4

    Av. Valle
Escondido 5500

    Chihuahua,
Chihuahua, México

    C.P.
31125

    Attention:
Rafael Cereceres Ronquillo

    Fax:
(011-52-614) 180-1329

    


    
      	
              10.4

            	
              The
      documents attached herewith are an integral part hereof and are initialed
      by the parties as evidence of
agreement.

            


    

    


    
      	
              10.5

            	
              The
      subtitles or headings that appear in this Agreement are established for
      convenience and reference only. In the event that there may be a conflict
      related to the interpretation of the contents of the Clauses, Sections or
      Subsections and the subtitles and headings, the literal sense of the
      contents of the Clauses, Sections or Subsections shall
      prevail.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              10.6

            	
              This
      Agreement contains the entire understanding between the parties with
      respect to the matters contemplated herein and to that extent terminates
      and supersedes all previous agreements, whether written or oral, relating
      to the same subject matter. Any amendment to this Agreement, in order to
      be legally effective, shall be carried out in written form and must be
      signed by all parties herein.

            


    

    


    
      	
              10.7

            	
              This
      Agreement shall be binding and inure upon the benefit of the parties
      hereto and their respective successors and assigns; provided, however that
      Committing Assignor shall not assign or sell in any manner whatsoever its
      rights and obligations derived form this Agreement without the prior
      written consent of Nayarit.

            


    

    


    
      	
              10.8

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

            


    

    


    
      	
              10.9

            	
              The
      parties agree that this Agreement is executed in English and Spanish. In
      the event of any discrepancy or conflict between those versions, the
      Spanish version shall prevail.

            


    

    


    
      
        	
                10.10 

              	
                This
      Agreement is entered into by independent parties, therefore, it shall not
      deemed that there is an association, corporation or joint venture between
      the parties.

              


      

    

    


    CLAUSE 11. APPLICABLE LAW AND
JURISDICTION

    


    
      	
              11.1

            	
              For
      the interpretation and enforcement of this Agreement, the parties hereby
      submit to the jurisdiction of the competent courts of Tepic, Nayarit,
      Mexico, waiving any other venue for reasons of present or future domiciles
      or any other reason whatsoever. The parties also agree that this Agreement
      is of a commercial nature and therefore, it will be governed by the
      Mexican Commercial Code and the Federal Civil Code of
    Mexico.

            


    

    


    After
having read this Agreement and exhibits, and having understood the rights and
obligations set forth herein, the parties hereof execute this Agreement in
acknowledgment of acceptance, on this _____ day of May of 2008.

    


    [SIGNATURES
IN FOLLOWING PAGE]



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Committing
Assignor”

    
      Compañía
Minera Huajicari, S.A. de C.V.

    

    


    
      
        
          
            	
                    /s/
      S. Armando Guadiana
Tijerina

                  


          

        

      

    

    By: Mr.
S. Armando Guadiana Tijerina

    Title:
Attorney-in-fact

    


    “Nayarit”

    
      Nayarit
Gold de México, S.A. de C.V.

    

    “Explorer
and Committing Assignee”

    


    
      
        
          	
                  /s/
      Colin Paul Sutherland

                


        

      

    

    By: Mr.
Colin Paul Sutherland

    Title:
Attorney-in-fact


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    EXHIBIT
“A”

    Copy of
the Concessions



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
“B”

    Receipts
of payment on the Concessions

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“C”

    Form of
Definitive Assignment Agreement

    


    ASSIGNMENT
AGREEMENT ENTERED INTO BY AND BETWEEN COMPAÑÍA MINERA HUAJICARI, S.A. DE C.V.,
REPRESENTED BY MR. ___________________ (HEREINAFTER REFERRED TO AS THE "ASSIGNOR"), AND
___________________ (HEREINAFTER REFERRED TO AS THE "ASSIGNEE"),
REPRESENTED HEREIN BY ITS ATTORNEY-IN-FACT MR. _______________, PURSUANT TO THE
FOLLOWING RECITALS AND CLAUSES.

    


    RECITALS:

    


    I.
ASSIGNOR represents that:

    


    
      	
              a)

            	
              It
      is a mining company legally existing under the laws of Mexico, authorized
      to enter into this agreement and to be the title holder of mining
      concessions.

            


    

    


    
      	
               
      

            	
              That
      its attorney-in-fact, Mr. ___________________, evidences his capacity to
      act on behalf of ASSIGNOR through public instrument number __, dated
      ________, granted before ___________________, notary public number __ for
      ____________; and

            


    

    


    
      	
              b)

            	
              It
      is the owner of the rights of the following mining concessions
      (hereinafter referred to as the “Concessions”):

            


    

    


    [insert]

    


    Attached
to this agreement as Exhibit
“A”, are copies of the original mining concessions.

    


    
      	
               
      

            	
              c)

            	
              The
      Concessions are in compliance with all the obligations that their owners
      are committed to comply with according to the Mining Law, its Regulation
      and all applicable laws.

            


    

    


    
      	
               
      

            	
              d)

            	
              The
      rights and authority of the ASSIGNOR, with respect to the Concessions,
      have not been limited, revoked, and that the ASSIGNOR is in the
      understanding that there is no claim from third parties with respect to
      the execution of this agreement.

            


    

    


    
      	
               
      

            	
              e)

            	
              The
      rights derived from the Concessions are free and clear from any lien,
      encumbrance, interest or limitation of any kind and he has no legal
      impediment to transfer the Concessions in favor of
    ASSIGNEE.

            


    

    


    
      	
              f)

            	
              He
      is willing to transfer title to the Concessions to ASSIGNEE without any
      limitation, free from any lien and
encumbrance.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    II.
ASSINGNEE represents that:

    


    
      	
               
      

            	
              a)

            	
              It
      is a mining company legally incorporated pursuant to the laws of Mexico,
      with sufficient authority to enter into this agreement and to be the owner
      of mining concessions.

            


    

    


    
      	
               
      

            	
              b)

            	
              Its
      attorney-in-fact, Mr. _________________ evidences his authority to act in
      favor of the ASSIGNEE through public instrument number _________, dated
      ____________, granted before _____________, Public Notary Number
      ____________ for ___________, ____________;
and

            


    

    


    
      	
               
      

            	
              c)

            	
              It
      wishes to acquire title to the Concessions identified in paragraph b) of
      Recital I of this Agreement.

            


    

    


    Now
therefore, in consideration of the above recitals, the parties agree as
follows

    


    CLAUSES

    


    FIRST. ASSIGNMENT OF THE CONCESSIONS.
ASSIGNOR hereby assigns, transfers and conveys to ASSIGNEE, free and
clear of any lien, claim, encumbrance, interest or limitation of any kind,
responsibilities and obligations imposed by the Mining Law and its regulation,
title to the Concessions. ASSIGNEE hereby acquires and receives title to the
Concessions.

    


    SECOND. PRICE.
[insert]

    


    THIRD. SUBROGATION. Upon execution
of this agreement, ASSIGNEE subrogates itself in the rights and obligations that
the ASSIGNOR as owner of the Concessions.

    


    FOURTH. REGISTRATION AND
RATIFICATION. The parties bind themselves to ratify the signatures and
content of this agreement before a Mexican Public Attestor selected by the
ASSIGNEE. The ASSIGNEE binds itself to register this agreement before the Mining
Public Registry.

    


    FIFTH. CLEAR TITLE AND POSSESSION.
The parties agree with all the terms and conditions stated in this
agreement and, due to its commercial nature, none of the parties may claim to
the other any unconscionability or bad faith. ASSIGNOR shall guarantee to
ASSIGNEE clear title and possession to the Concessions.

    


    SIXTH. OBLIGATION TO DELIVER.
ASSIGNOR commits to provide to ASSIGNEE all requested information, as
well as to execute, evidence, and comply any other necessary requirement, in
order for ASSIGNEE to fully exercise the rights transferred hereby.

    


    SEVENTH. TAXES. The parties hereto
agree that all taxes that may arise in Mexico in connection with the
execution and performance of this Agreement shall be borne by the party who has
to pay them in accordance with Mexican law, binding themselves to file and
deliver any and all applicable returns to the competent authorities that may
correspond, in the form, timing and other terms and conditions as required
pursuant to applicable law.



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    EIGHTH. INDEMNIFICATION. ASSIGNOR
hereby agrees to pay and to indemnify fully, hold harmless and defend ASSIGNEE,
its Officers, Directors, Employees, Shareholders, Agents, Legal Representatives,
Successors and Permitted Assigns, from and against any and all liabilities,
damages, penalties, claims, proceedings, judgments, assessments, losses, costs
and expenses (including, but not limited to, reasonable Attorneys’ fees and the
costs and expenses of investigating, defending and litigating any claims)
whether administrative, civil, commercial, labor or criminal, imposed by any
Federal, State or Municipal Authority, sustained or incurred by the ASSIGNEE
arising out of, relating to or based upon (i) any inaccurate representation or
guarantee made by ASSIGNOR in or pursuant to this Agreement; (ii) any default in
the performance of any of the obligations, covenants or agreements made by
ASSIGNOR in this Agreement; (iii) any act or omission of ASSIGNOR affecting
ASSIGNEE on or prior the execution of this Agreement, and/or any matter, thing
or situation arising on or prior to the date of execution of this Agreement
affecting the Concessions.

    


    NINTH. NOTIFICATIONS. Whenever
notice is required to be given by the terms of this Agreement, the same shall be
sufficiently made or given only if in writing and indubitably delivered and
addressed to the party entitled to receive the same as follows:

    


    If to ASSIGNOR:

    Compañía
Minera Huajicari, S.A. de C.V.

    Blvd. V.
Carranza #8910, Col. Jardín

    Saltillo,
Coah. 25240 México

    Atención:
Ing. S. Armando Guadiana Tijerina

    Fax: 52
(844) 415 4931

    


    If
to ASSIGNEE:

    _______________________

    _______________________

    _______________________

    _______________________

    


    TENTH. APPLICABLE LAWS AND
JURISDICTION. For everything related to this Agreement the parties submit
themselves to the applicable laws, particularly the Mining Law, its Regulation,
the Commerce Code and the Federal Civil Code. In addition, in case of
controversy, the parties submit themselves to the competent courts of the city
of ____________, State of __________, Mexico, expressly waiving to any other
jurisdiction that by reason of their present or future domiciles or any other
reason they may fall under.

    


    Having
been read this Assignment and aware of the rights and liabilities derived
thereof, the parties hereto execute this Assignment in __ counterparts,
remaining one on each of the parties, being effective as of ____________,
200__.

     

    
      
        
          
            
              
                
                  
                    	
                            THE
      “ASSIGNOR”

                          	 
      	
                            THE
      “ASSIGNEE”

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Compañía
      Minera Huajicari, S.A. de C.V.

                          	 
      	 
      


                  

                

              

            

          

        

      

    

    
      
        
          	 
      	 
      	 
      
	
                  Attorney-in-fact

                	
                    

                	 
      


        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          WITNESS

                        	 
      	
                          WITNESS

                        
	 
      	 
      	 
      
	 
      	 
      	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        15