EXECUTIVE
      EMPLOYMENT AGREEMENT





THIS
      AGREEMENT is effective as of the 1st day of January, 2007, by and between,
      Metalline Mining Company, a Nevada corporation (the "Employer" or "Company")
      and
      Merlin Bingham (the "Executive"). In consideration of the mutual covenants
      contained in this Agreement, the Employer agrees to employ the Executive and
      the
      Executive agrees to be employed by the Employer upon the terms and conditions
      hereinafter set forth.





ARTICLE
      1


TERM
      OF EMPLOYMENT





1.1  Initial
      Term .
      The
      initial term of employment hereunder shall commence as of the effective day
      first written above ("Commencement Date") and shall continue for a period of
      one
      year from that date.





1.2  Renewal;
      Non- Renewal Benefits to Executive .
      At the
      end of the initial term of this Agreement, and on each anniversary thereafter,
      the term of Executive's employment shall be automatically extended one
      additional year unless, at least 90 days prior to such anniversary, the
      Executive shall have delivered to the Employer written notice that the term
      of
      the Executive's employment hereunder will not be extended. The Employer’s shall
      have the right to provide such non-renewal notice to Executive, on the same
      terms and conditions.





ARTICLE
      2


DUTIES
      OF THE EXECUTIVE





2.1  Duties .
      The
      Executive shall be employed with the title of President with responsibilities
      and authorities as are customarily performed by such officer including, but
      not
      limited to those duties as may from time to time be assigned to Executive by
      the
      Board of Directors of Employer. Executive’s responsibilities and authorities for
      operating policies and procedures , are
      subject to the general direction and control of the Board of Directors of the
      Company.





2.2  Extent
      of Duties .
      Executive shall devote all of his working time, efforts, attention and energies
      to the business of the Employer.





ARTICLE
      3


COMPENSATION
      OF THE EXECUTIVE





3.1  Salary .
      As
      compensation for services rendered under this Agreement, the Executive will
      receive a salary of $206,000 per year, which shall be his base compensation.
      Executive’s salary is payable in accordance with Employer’s normal business
      practices.




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3.2  Benefits .
      Executive shall be entitled to vacation and holidays as customarily extended
      to
      executive employees, which shall be a minimum of 25 days. Executive shall be
      entitled to participate in all of Employer's employee benefit plans and employee
      benefits, including any retirement, pension, profit-sharing, stock option,
      insurance, hospital or other plans and benefits which now may be in effect
      or
      which may hereafter be adopted, it being understood that Executive shall have
      the same rights and privileges to participate in such plans and benefits as
      any
      other executive employee during the term of this Agreement. Participation in
      any
      benefit plans shall be in addition to the compensation otherwise provided for
      in
      this Agreement.





3.3  Expenses .
      Executive shall be entitled to prompt reimbursement for all reasonable expenses
      incurred by Executive in the performance of his duties hereunder.





ARTICLE
      4


NON-COMPETITION;
      CONFIDENTIALITY





4.1  During
      the term of this Agreement, the Executive will offer to the Employer any
      investment or other opportunity generally in the business in which the Company
      operates, of which he may become aware. If after 30 days the Board of Directors
      of the Employer refuses the opportunity to participate in the investment or
      venture, the Executive may do so as permitted by Section 4.2 hereof and
      otherwise only if Executive obtains a consent to do so from a majority of the
      directors.





4.2  The
      Executive may make passive investments in companies involved in industries
      in
      which the Company operates, provided any such investment does not exceed a
      5%
      equity interest, unless Executive obtains a consent to acquire an equity
      interest exceeding 5% by a vote of a majority of the directors.





4.3  Except
      as
      provided in Sections 4.1 and 4.2 hereof, the Executive may not participate
      in
      any business or other areas of business in which the Company is engaged during
      the term of this Agreement except through and on behalf of the
      Company.





4.4  During
      the term of this Agreement, the Executive shall not own, manage, operate,
      control, be employed by, participate in, or be connected in any manner with
      the
      ownership, management, operation or control of any business which is engaged
      in
      the type of business conducted by the Employer at the time this Agreement
      terminates. In the event of the Executive's actual or threatened breach of
      this
      paragraph, the Employer shall be entitled to a preliminary restraining order
      and
      injunction restraining the Executive from violating its provisions. Nothing
      in
      this Agreement shall be construed to prohibit the Employer from pursuing any
      other available remedies for such breach or threatened breach, including the
      recovery of damages from the Executive.




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4.5  a.  The
      Executive recognizes and acknowledges that the information, business, list
      of
      the Employer's customers and any other trade secret or other secret or
      confidential information relating to Employer's business as they may exist
      from
      time to time are valuable, special and unique assets of Employer's business.
      Therefore, Executive agrees as follows:





(1)  That
      Executive will hold in strictest confidence and not disclose, reproduce, publish
      or use in any manner, whether during or subsequent to this employment, without
      the express authorization of the Board of Directors of the Employer, any
      information, business, customer lists, or any other secret or confidential
      matter relating to any aspect of the Employer's business, except as such
      disclosure or use may be required in connection with Executive's work for the
      Employer.





(2)  That
      upon
      request or at the time of leaving the employ of the Employer the Executive
      will
      deliver to the Employer, and not keep or deliver to anyone else, any and all
      notes, memoranda, documents and, in general, any and all material relating
      to
      the Employer's business.





(3)  That
      the
      Board of Directors of Employer may from time to time reasonably designate other
      subject matters requiring confidentiality and secrecy which shall be deemed
      to
      be covered by the terms of this Agreement.





b.  In
      the
      event of a breach or threatened breach by the Executive of the provisions of
      this paragraph 4.5, the Employer shall be entitled to an injunction (i)
      restraining the Executive from disclosing, in whole or in part, any information
      as described above or from rendering any services to any person, firm,
      corporation, association or other entity to whom such information, in whole
      or
      in part, has been disclosed or is threatened to be disclosed; and/or (ii)
      requiring that Executive deliver to Employer all information, documents, notes,
      memoranda and any and all other material as described above upon Executive's
      leave of the employ of the Employer. Nothing herein shall be construed as
      prohibiting the Employer from pursuing other remedies available to the Employer
      for such breach or threatened breach, including the recovery of damages from
      the
      Executive.





ARTICLE
      5


TERMINATION
      OF EMPLOYMENT





5.1  Termination .
      The
      Executive's employment hereunder may be terminated without any breach of this
      Agreement only under the following circumstances:





1.  By
      Executive .
      Upon
      the occurrence of any of the following events, this Agreement may be terminated
      by the Executive by written notice to Employer:




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(1)  if
      Employer makes a general assignment for the benefit of creditors, files a
      voluntary bankruptcy petition, files a petition or answer seeking a
      reorganization, arrangement, composition, readjustment, liquidation, dissolution
      or similar relief under any law, or there shall have been filed any petition
      or
      application for the involuntary bankruptcy of Employer, or other similar
      proceeding, in which an order for relief is entered or which remains undismissed
      for a period of thirty days or more, or Employer seeks, consents to, or
      acquiesces in the appointment of a trustee, receiver, or liquidator of Employer
      or any material part of its assets;





(2)  the
      sale
      by Employer of substantially all of its assets;





(3)  a
      decision by Employer to terminate its business and liquidate its
      assets.





2.  Death .
      This
      Agreement shall terminate upon the death of Executive.





3.  Disability .
      The
      Employer may terminate this Agreement upon the permanent disability of the
      Executive. Executive shall be considered disabled (whether permanent or
      temporary) if: (i) he is disabled as defined in a disability insurance policy
      purchased by or for the benefit of the Executive; or (ii) if no such policy
      is
      in effect, he is incapacitated to such an extent that he is unable to perform
      substantially all of his duties for Employer that he performed prior to such
      incapacitation.





4.  Cause .
      The
      Employer may terminate the Executive's employment hereunder for Cause. For
      purposes of this Agreement, the Employer shall have "Cause" to terminate the
      Executive's employment hereunder upon the following: (i) the continued failure
      by the Executive substantially to perform his duties hereunder (other than
      any
      such failure resulting from the Executive's incapacity due to physical or mental
      illness), after demand for substantial performance is delivered by the Employer
      and Executive fails to substantially perform in the 30 days following receipt
      of
      Employer's demand; or (ii) misconduct by the Executive which is materially
      injurious to the Employer, monetarily or otherwise; or (iii) the willful
      violation by the Executive of the provisions of this Agreement. For purposes
      of
      this Section, no act, or failure to act, on the part of the Executive shall
      be
      considered "willful" unless done, or omitted to be done, not in good faith
      and
      without reasonable belief by him that his action or omission was in the best
      interest of the Employer.





5.2  Notice
      of Termination .
      Any
      termination of the Executive's employment by the Employer or by the Executive
      (other than termination pursuant to subsection 5.1.2 above) shall be
      communicated by written Notice of Termination to the other party.




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5.3  Date
      of Termination .
      "Date
      of Termination" shall mean (i) if the Executive's employment is terminated
      by
      his death, the date of his death; (ii) if the Executive's employment is
      terminated for Cause, the date on which a Notice of Termination is received
      by
      the Executive; and (iii) if the Executive's employment is terminated for any
      other reason stated above, the date specified in a Notice of Termination by
      Employer or Executive, which date shall be no less than 30 days following the
      date on which Notice of Termination is given.





5.4  Compensation
      Upon Termination .





1.  Following
      the termination of this Agreement pursuant to Sections 5.1.1, the Executive
      shall be entitled to compensation only through the Date of
      Termination.





2.  Following
      the termination of this Agreement pursuant to Section 5.1.2, Employer shall
      pay
      to Executive's estate the compensation which would otherwise be payable to
      Executive to the end of the month in which his death occurs. This payment shall
      be in addition to life insurance benefits, if any, paid to Executive's estate
      under policies for which the Employer pays all premiums and Executive's estate
      is the beneficiary.





3.  In
      the
      event of permanent disability of the Executive as described in Section 5.1.3,
      if
      Employer elects to terminate this Agreement, Executive shall be entitled to
      receive compensation and benefits through the Date of Termination; any such
      payment, however, shall be reduced by disability insurance benefits, if any,
      paid to Executive under policies (other than group policies) for which Employer
      pays all premiums and Executive is the beneficiary.




4.  If
      Executive is terminated by Employer for any reason other than Death, Disability
      or Cause as set forth in this Article 5, then Executive is entitled to a
      severance payment equal to twelve months salary under this
      Agreement.





5.  If
      Employer has a Change in Control and this Agreement is not renewed for the
      calendar year following the calendar year in which the Change in Control occurs,
      then Executive is entitled to a severance payment equal to twelve months salary
      following the expiration of this Agreement. For purposes of this Section 5.4(5),
      “Change in Control” means the occurrence of any of the following:





(i)
            the
                acquisition, by whatever means, by a person (or two or more persons
                who in
                such acquisition have acted jointly or in concert or intend to exercise
                jointly or in concert any voting rights attaching to the securities
                acquired), directly or indirectly, of the beneficial ownership of
                such
                number of voting securities or rights to voting securities of the
                Company,
                which together with such person's then owned voting securities and
                rights
                to voting securities, if any, represent (assuming the full exercise
                of
                such rights to voting securities) more than 30% of the combined voting
                power of the Company's then outstanding voting securities and such
                person's previously owned rights to voting securities;
                or




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(ii)
            the
                amalgamation, consolidation or merger of the Company with any other
                corporation pursuant to which the shareholders of the Company immediately
                prior to such transaction do not own voting securities of the successor
                or
                continuing corporation which would entitle them to cast more than
                30% of
                the votes attaching to shares in the capital of the successor or
                continuing corporation which might be cast to elect directors of
                that
                corporation;




(iii)
            the
                sale, lease or transfer by the Company of all or substantially all
                of the
                assets of the Company to any Person other than a Related Corporation;
                or




(iv)
            approval
                by the shareholders of the Company of the liquidation, dissolution
                or
                winding-up of the Company; or




(v)
            the
                election at a meeting of the Company's shareholders, as directors
                of the
                Company, of a number of persons, who were not included in the slate
                for
                election as directors proposed to the Company's shareholders by the
                Company's prior Board of Directors, and who would represent a majority
                of
                the Board of Directors, or the appointment as directors of the Company,
                of
                a number of persons which would represent a majority of the Board
                of
                Directors, nominated by any holder of voting shares of the Company
                or by
                any group of holders of voting shares of the Company acting jointly
                or in
                concert and not approved by the Company's prior Board of
                Directors.




5.5  Remedies .
      Any
      termination of this Agreement shall not prejudice any other remedy to which
      the
      Employer or Executive may be entitled, either at law, equity, or under this
      Agreement.





ARTICLE
      6


INDEMNIFICATION





To
      the
      fullest extent permitted by applicable law, Employer agrees to indemnify, defend
      and hold Executive harmless from any and all claims, actions, costs, expenses,
      damages and liabilities, including, without limitation, reasonable attorneys'
      fees, hereafter or heretofore arising out of or in connection with activities
      of
      Employer or its employees, including Executive, or other agents in connection
      with and within the scope of this Agreement or by reason of the fact that he
      is
      or was a director or officer of Employer or any affiliate of Employer. To the
      fullest extent permitted by applicable law, Employer shall advance to Executive
      expenses of defending any such action, claim or proceeding. However, Employer
      shall not indemnify Executive or defend Executive against, or hold him harmless
      from any claims, damages, expenses or liabilities, including attorneys' fees,
      resulting from the gross negligence or willful misconduct of Executive. The
      duty
      to indemnify shall survive the expiration or early termination of this Agreement
      as to any claims based on facts or conditions which occurred or are alleged
      to
      have occurred prior to expiration or termination.




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ARTICLE
      7


GENERAL
      PROVISIONS





7.1  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado.





7.2  Arbitration .
      Any
      controversy or claim arising out of or relating to this Agreement or the breach
      thereof shall be settled by arbitration in the City and County of Denver,
      Colorado in accordance with the rules then existing of the American Arbitration
      Association and judgment upon the award may be entered in any court having
      jurisdiction thereof.





7.3  Entire
      Agreement .
      This
      Agreement supersedes any and all other Agreements, whether oral or in writing,
      between the parties with respect to the employment of the Executive by the
      Employer. Each party to this Agreement acknowledges that no representations,
      inducements, promises, or agreements, orally or otherwise, have been made by
      either party, or anyone acting on behalf of any party, that are not embodied
      in
      this Agreement, and that no agreement, statement, or promise not contained
      in
      this Agreement shall be valid or binding.





7.4  Successors
      and Assigns .
      This
      Agreement, all terms and conditions hereunder, and all remedies arising
      herefrom, shall inure to the benefit of and be binding upon Employer, any
      successor in interest to all or substantially all of the business and/or assets
      of Employer, and the heirs, administrators, successors and assigns of Executive.
      Except as provided in the preceding sentence, the rights and obligations of
      the
      parties hereto may not be assigned or transferred by either party without the
      prior written consent of the other party.





7.5  Notices .
      For
      purposes of this Agreement, notices, demands and all other communications
      provided for in this Agreement shall be in writing and shall be deemed to have
      been duly given when delivered or mailed by United States registered mail,
      return receipt requested, postage prepaid, addressed as follows:


Executive:
              Merlin
                  Bingham1330
                  E. Margaret AvenueCoeur
                  d’Alene, ID 83815Employer:
              Metalline
                  Mining CompanyAttn:
                  Compensation Committee Chairman6065
                  South Quebec Street, Suite 200Centennial,
                  CO 80111-4532With
                a copy to:
              Theresa
                  M. MehringerBurns,
                  Figa & Will, P.C.6400
                  South Fiddlers Green Circle, Suite 1000Greenwood
                  Village, CO 80111





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or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.





7.6  Severability .
      If any
      provision of this Agreement is prohibited by or is unlawful or unenforceable
      under any applicable law of any jurisdiction as to such jurisdiction, such
      provision shall be ineffective to the extent of such prohibition without
      invalidating the remaining provisions hereof.





7.7  Section
      Headings .
      The
      section headings used in this Agreement are for convenience only and shall
      not
      affect the construction of any terms of this Agreement.





7.8  Survival
      of Obligations .
      Termination of this Agreement for any reason shall not relieve Employer or
      Executive of any obligation accruing or arising prior to such
      termination.





7.9  Amendments .
      This
      Agreement may be amended only by written agreement of both Employer and
      Executive.





7.10  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original but all of which, when taken together, shall constitute
      only one legal instrument. This Agreement shall become effective when copies
      hereof, when taken together, shall bear the signatures of both parties hereto.
      It shall not be necessary in making proof of this Agreement to produce or
      account for more than one such counterpart.





7.11  Fees
      and Costs .
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys
      fees, costs and necessary disbursements in addition to any other relief to
      which
      that party may be entitled.




IN
      WITNESS WHEREOF, Employer and Executive enter into this Executive Employment
      Agreement effective as of the date first set forth above.


Metalline
                Mining Company - "EMPLOYER"By
            /s/
              Wesley PomeroyWesley
              Pomeroy, Compensation Committee
              Chairman




Merlin
                Bingham - "EXECUTIVE"/s/
                Merlin
                BinghamMerlin
              Bingham, Individually




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