Exhibit 10.1


Nirek Resources Inc.


Option Agreement


With


Fenton Scott





Nirek Resources Inc.


	
  

 
	
 TABLES OF CONTENTS

 
	

 


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 1

 	
 INTERPRETATION

 	
  

 	
 3

 
	
 ARTICLE 2

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
  

 	
 8

 
	
 ARTICLE 3

 	
 OPTION

 	
  

 	
 9

 
	
 ARTICLE 4

 	
 ACQUISITION

 	
  

 	
 10

 
	
 ARTICLE 5

 	
 PROGRAMS AND
 BUDGETS

 	
  

 	
 11

 
	
 ARTICLE 6

 	
 ARBITRATION

 	
  

 	
 11

 
	
 ARTICLE 7

 	
 NON-CONSENT
 OPERATIONS

 	
  

 	
 12

 
	
 ARTICLE 8

 	
 RELATIONSHIP OF
 THE PARTIES

 	
  

 	
 12

 
	
 ARTICLE 9

 	
 TRANSFER OF
 INTEREST AND RIGHT OF FIRST REFUSAL

 	
  

 	
 13

 
	
 ARTICLE 10

 	
 TERM AND
 TERMINATION

 	
  

 	
 14

 
	
 ARTICLE 11

 	
 NOTICE

 	
  

 	
 15

 
	
 ARTICLE 12

 	
 CONFIDENTIALITY

 	
  

 	
 16

 
	
 ARTICLE 13

 	
 FORCE MAJEURE

 	
  

 	
 17

 
	
 ARTICLE 14

 	
 MISCELLANEOUS

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 SCHEDULE “A” -
 DESCRIPTION OF PROPERTY

 	
  

 	
  

 
	
 SCHEDULE “C” –
 SIGNED LETTER OF INTENT February 14, 2008

 	
  

 	
  

 


2





Nirek Resources Inc. 


THIS OPTION AGREEMENT dated for reference March
26, 2008. 


	
  

 	
  

 	
  

 
	
 BETWEEN:

 	
  

 	
  

 
	
  

 	
 NIREK RESOURCES
 INC. a corporation incorporated pursuant to the laws of
 Ontario

 
	
  

 	
  

 	
  

 
	
  

 	
 (hereinafter referred to as
 “NIREK”)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     OF THE FIRST PART

 
	
 AND: 

 	
  

 	
  

 
	
  

 	
 Fenton Scott, private
 person pursuant to the laws of Ontario

 
	
  

 	
  

 	
  

 
	
  

 	
 (hereinafter referred to as
 “FSCOTT”)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 OF THE SECOND
 PART

 



WHEREAS FSCOTT is the recorded mining claims holder, and
NIREK who has the exclusive right to purchase 100% undivided interest (as
further defined herein and in the Schedules attached hereto) in and to the
claims: 


	
  

 	
  

 
	
  

 	
 DESPORTES TOWNSHIP: NTS
 MAP 23B/02 CLAIM NUMBER _________

 
	
  

 	
 The Sarah Lake Project is
 located 200 kilometres north of the city of Sept Iles in eastern Quebec, and
 is situated 90 kilometres southwest of the Quebec-Labrador border. Access to
 the Project is by means of float plane to Sarah and Edgar Lakes from the town
 ofWabush, located 85 kilometres to the north. The nearest road access is to
 Highway 389,55 kilometres to the northwest at the community of Fire Lake.
 Rail access is available 60 kilometres to the east. Power can be provided by
 a Hydro Quebec transmission line located 15 kilometres northeast of Sarah
 Lake. The access road for the transmission line provides the best land access
 to the Project, however, some sections of the road currently require
 reconstruction.

 
	
  

 	
 The Fonteneau2001
 Prospecting Syndicate is is currently the beneficial owner of the Project.

 


in the Quebec Mining region (hereinafter called the “Property”), consisting
of number of unpatented mining claim units located in the Desportes Township in
the Province of Quebec disclosed in Schedule
“A” hereto; 


AND WHEREAS FSCOTT has agreed to grant
to NIREK an irrevocable 3 year option to earn from FSCOTT a 100% undivided
working interest in and to the Property on the terms and subject to the
conditions herein after provided and to thereafter form a joint venture all
pursuant to the terms and conditions hereinafter set out. 


	
  

 	
  

 
	
 CONFIDENTIAL

 	
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 3 of 22 

 









Nirek Resources Inc. 


NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the covenants and agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties to the other, it is agreed as follows: 


ARTICLE 1

INTERPRETATION


	
  

 	
  

 
	
 1.1

 	
 Definitions 

 
	
  

 	
  

 
	
 As used
 herein and in the schedules hereto the following words and phrases shall have
 the following meanings: 

 
	
  

 
	
 (a)

 	
 “Act”
 means the Mining Act of Quebec and the regulations made there under. 

 
	
  

 	
  

 
	
 (b)

 	
 “Affiliate”
 means any person, partnership, joint venture, corporation, trust syndicate or
 other form of enterprise or any individual, which directly or indirectly
 controls or is controlled by or under the common control of any party to this
 Agreement. For this purpose, control means possession, directly or
 indirectly, of the power to direct or cause direction of management and
 policies through ownership of voting securities, units or other interests or
 by means of a contract, voting trust or otherwise. 

 
	
  

 	
  

 
	
 (c)

 	
 “Assets”
 means the Property and any and all assets acquired or held by the
 Participants with respect to the property or pursuant to this Agreement, as
 the same may exist from time to time, including, without limiting the generality
 of the foregoing, Other Tenements, Facilities, Mineral Products and all
 supplies and equipment related to Operations hereunder. 

 
	
  

 	
  

 
	
 (d)

 	
 “Commercial
 Production” means the operation of the Property or any part thereof as a mine
 but does not include concentrate for the purpose of testing by a pilot plant.
 Commercial production shall be deemed to have commenced on the first day of
 the following month following the first 30 consecutive days during which
 mineral Products have been produced from the Property at an average rate not
 less than 70% of the initial rated capacity of the Facilities. 

 
	
  

 	
  

 
	
 (e)

 	
 “Completion
 Date” means the date on which Commercial Production shall be deemed to have
 commenced. 

 
	
  

 	
  

 
	
 (f)

 	
 “Cost
 Share” means the respective share of all expenditures incurred in connection
 with a Program, Production program costs incurred in connection with a
 Production program, Operating Costs and other liabilities incurred pursuant
 to the terms hereof, whether incurred by the operator or otherwise, to be borne
 by NIREK. 

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
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Nirek Resources Inc. 


	
  

 	
  

 
	
 (g)

 	
 “Facilities”
 means all mines and plants including, without limitation, all pits, shafts,
 haulage ways, ramps, and other underground workings, and all buildings,
 plants and other structures, fixtures and improvements, and all other
 property, whether fixed or movable, as the same may exist at any time in or
 on the property and relating to the operation of the Property as a mine or
 outside the Property if for the exclusive benefit of the Property only. 

 
	
  

 	
  

 
	
 (h)

 	
 “Feasibility
 Report” means a detailed report prepared by a recognized independent
 engineering firm in a form as is necessary to satisfy international financing
 institutes respecting production financing and showing the feasibility of
 placing the Property or part thereof into Commercial Production. 

 
	
  

 	
  

 
	
 (i)

 	
 “Mineral
 Products” means the end products derived from operating the Property as a
 mine. 

 
	
  

 	
  

 
	
 (j)

 	
 “Net
 Smelter Return royalty” means the royalty on the net amount received by the
 Joint Venture for any Mineral Products derived from the Property and
 delivered to a smelter or other XXXX. 

 
	
  

 	
  

 
	
 (k)

 	
 “Operations”
 mean every kind of work done on or in respect of the Property, or the
 products derived there from and, without limiting the generality of the
 foregoing, includes the work of assaying, geophysical, geochemical and
 geological studies and mapping, investigating, drilling, designing,
 examining, equipping, improving, surveying, digging, trucking, sampling,
 working and procuring minerals, and metals, and all other work usually
 considered to be exploration and/or exploitation of minerals. 

 
	
  

 	
  

 
	
 (l)

 	
 “Operating
 Costs” means all costs in paying wages, salaries and fees of persons engaged
 in such Operations and in supplying food, lodging, transportation and other
 reasonable needs of such persons; in paying assessments or premiums for
 workers compensation insurance, contributions for unemployment insurance or
 other pay allowances or benefits customarily paid in the district to such
 persons; in paying rentals, licence renewal fees, taxes and other
 governmental charges required to keep the Property in good standing; in
 purchasing or renting plant, buildings, machinery, tools, appliances,
 equipment or supplies and in installing, erecting, detaching and removing the
 same or any of them; and in the management of any work which may be done on
 the Property or in any other respect necessary for the due carrying out of
 the said mineral exploration and/or exploitation and recovery work; 

 
	
  

 	
  

 
	
 (m)

 	
 “Operator”
 means the party or individual acting as operator of the work performed for
 the Property according to an approved program. 

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
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 5 of 22 

 









Nirek Resources Inc. 


	
  

 	
  

 
	
 (n)

 	
 “Option”
 means the option for NIREK to acquire an Undivided Interest in and to the
 Property granted by FSCOTT pursuant to Article 3. 

 
	
  

 	
  

 
	
 (o)

 	
 “Other
 Tenements” means NIREK will only have access to all surface required for
 necessary mining operations all surface rights within the boundary of the
 Property including surface rights held in fee or under lease, licence,
 easement, right of way or other rights of any kind (and all renewals,
 extensions and amendments thereof or substitutions) acquired by or on behalf
 of the parties with respect to the Property. 

 
	
  

 	
  

 
	
 (p)

 	
 “Participant”
 means any party having an Undivided Interest after the Participation Date and
 its successors and permitted assigns. 

 
	
  

 	
  

 
	
 (q)

 	
 “Participation
 Date” shall have the meaning attributed to it in accordance with Article 4,
 subsection 4.1. 

 
	
  

 	
  

 
	
 (r)

 	
 “Production
 Program” means any program based on a Feasibility Report contemplating the
 achievement of Commercial Production. 

 
	
  

 	
  

 
	
 (s)

 	
  “Production Program Costs” mean all cash,
 expenses, obligations and liabilities of whatever kind or nature spent or
 incurred directly or indirectly in connection with a Production Program in
 order to equip the Property or a part thereof for Commercial Production.

 
	
  

 	
  

 
	
 (t)

 	
 “Program”
 means, as the context requires, any program to carry out work and incur
 expenditures on or in respect of the Property; a document or documents
 wherein there is specified in reasonable detail an outline of any and all
 research, prospecting and exploration and development work proposed to be
 carried out during such Program, the estimated costs to be incurred in
 carrying out such work and the area of the Property on which such work is to
 be undertaken; or the preparation of a production Program, or any Feasibility
 Report; and shall include any amendments to a Program as may be made in
 accordance with the terms hereto. 

 
	
  

 	
  

 
	
 (u)

 	
 “Property”
 means the FSCOTT Claims Property, more particularly described in Schedule “A”
 hereto. 

 
	
  

 	
  

 
	
 (v)

 	
 “Undivided
 Interest” means after the Participation Date a percentage working or
 participating interest of a party in and to the entire Assets subject to any
 liabilities to which the Assets are subject and as determined from time to
 time pursuant to this Agreement. 

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
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Nirek Resources Inc. 


	
  

 	
  

 
	
 1.2

 	
 Recitals 

 
	
  

 	
  

 
	
 The
 Recitals set out above shall form an integral part of this Agreement. 

 
	
  

 
	
 1.3

 	
 Waiver 

 
	
  

 	
  

 
	
 No
 waiver or any breach of any provision of this Agreement shall be effective or
 binding unless made in writing and signed by the party purported to have
 given same and unless otherwise provided in the written waiver, shall be
 limited to the specific breach waived. The failure of a party to insist on
 the strict performance of any provision of this Agreement or to exercise any
 right, power or remedy in respect of any breach hereof shall not constitute a
 waiver of any provision of this Agreement nor limit the party’s rights
 thereafter to enforce any other provision of this Agreement or exercise any
 of its other rights. 

 
	
  

 
	
 1.4

 	
 Currency 

 
	
  

 	
  

 
	
 Unless
 otherwise expressly provided, all references in this Agreement are to
 Canadian dollars. 

 
	
  

 
	
 1.5

 	
 Two Exemplars  

 
	
  

 	
  

 
	
 This
 Agreement shall be executed in two (2) counterparts, each of which shall be
 considered an original instrument. 

 
	
  

 
	
 1.6

 	
 Registration of Notice  

 
	
  

 	
  

 
	
 Any
 party may register this Agreement or notice thereof against title to the
 Optioned Property. 

 
	
  

 
	
 1.7

 	
 Area of Influence  

 
	
  

 	
  

 
	
 “Area of
 Influence” shall be defined as any mining claims or units, mining interests,
 or mining rights (herein collectively referred to as the “mining rights”)
 contiguous to the existing boundary of the Property or within1 kilometre of
 the existing boundary. 

 
	
  

 
	
 If,
 during the currency of this Agreement, any party has the opportunity of
 acquiring any mining rights within the Area of Influence, it shall forthwith
 in writing notify the other party hereto with the details of the potential
 acquisition terms and costs, and, if mutually approved by the parties to this
 Agreement the mining rights, if acquired, shall be included within the
 definition of the Property for the purposes of this Agreement. 

 
	
  

 
	
 1.8

 	
 Conditional on Regulatory Approval  

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
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Nirek Resources Inc. 


The
transactions contemplated by this Agreement are conditional on each party
obtaining all regulatory approvals that may be required. 


ARTICLE 2 

REPRESENTATIONS AND WARRANTIES


	
  

 	
  

 
	
 2.1

 	
 FSCOTT’s and NIREK’s Representations and Warranties

 
	
  

 	
  

 
	
 FSCOTT
 represents and warrants to NIREK upon which representations and warranties
 NIREK is relying and NIREK represents and warrants to FSCOTT upon which
 representations and warranties FSCOTT is relying as follows: 

 
	
  

 
	
 (a)

 	
 that
 NIREK is duly incorporated and FSCOTT is a private individual person,
 organized and validly subsisting under the laws of their respective
 provincial jurisdictions being Ontario; 

 
	
  

 	
  

 
	
 (b)

 	
 they
 have the full power and authority to carry on their business and, subject to
 regulatory approval, to enter into this Agreement and any agreement or
 instrument referred to or contemplated by this Agreement and to carry out and
 perform all of their obligations and duties hereunder; 

 
	
  

 	
  

 
	
 (c)

 	
 they
 have duly obtained all authorizations for the execution, delivery and
 performance of this Agreement and such execution, delivery and performance
 and the consummation of the transactions herein contemplated will not conflict
 with or result in any breach of any covenant or agreement or constitute a
 default under or result in the creation of any encumbrance, lien or charge
 under the provisions of their constating documents or any shareholders’ or
 directors’ resolution, indenture, agreement or other instrument whatsoever to
 which they are a party or by which they are bound or to which they may be
 subject nor will it contravene any applicable laws; 

 
	
  

 	
  

 
	
 (d)

 	
 they are
 not aware of any facts or circumstances which have not been disclosed in this
 Agreement and which should be disclosed to the other party in order to
 prevent its own representations and warranties set out in this Article 2 from
 being materially misleading; 

 
	
  

 	
  

 
	
 (e)

 	
 they
have agreed that the Option Agreement being formed shall assume the terms,
conditions, obligations and liabilities of the Property agreement between
FSCOTT and NIREK revised, made and entered into Letter of Intent (LOI)
February 14, 2008 (copy attached hereto as Schedule “C”).  

 
	
  

 	
  

 
	
 2.2

 	
 FSCOTT further Represents and Warrants 

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
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Nirek Resources Inc. 


	
  

 	
  

 
	
 FSCOTT
 represents and warrants to NIREK upon which representations and warranties
 NIREK is relying, that: 

 
	
  

 
	
 (a)

 	
 FSCOTT
 will assist NIREK, upon completion of NIREK’s option requirements, 

 
	
  

 	
  

 
	
 (b)

 	
 other
 than what was stated above, there is no adverse claim or challenge against or
 to the title to any of the mineral claims and other interests comprising the
 Property, and no person has any other royalty or other interest whatsoever in
 production from any part of the Property; 

 
	
  

 	
  

 
	
 (c)

 	
 the
 Property and its existing and prior uses comply and have at all times
 complied with, and FSCOTT is not in violation of and has not violated in
 connection with its ownership, use, maintenance or operation of the Property,
 any applicable federal, provincial, municipal or local laws, regulations,
 orders or approvals, including environmental, health safety and similar
 matters; 

 
	
  

 	
  

 
	
 (d)

 	
 the
 mineral claims are presently in good standing under the laws of Quebec, and
 except as noted above, are free and clear of all liens, potential liens or
 judgements, charges and financial encumbrances. 

 
	
  

 	
  

 
	
 2.3

 	
 Representations, Warranties and Conditions 

 
	
  

 	
  

 
	
 The
 representations and warranties contained in this Article are conditions on
 which the parties have relied in entering into this Agreement and are to be
 construed as both conditions and warranties and shall regardless of any
 investigation which may have been made by or on behalf of any party as to the
 accuracy of such representations and warranties survive the acquisition of an
 interest in the Property by NIREK or by the termination of this Agreement.
 Each of the parties will indemnify and save the other harmless from all
 losses, liabilities, damage, costs including legal fees, expenses, actions
 and suits arising out of or in connection with any breach of any
 representation or warranty made or given by it in this Agreement. 

 


ARTICLE 3

OPTION


	
  

 	
  

 
	
 3.1

 	
 Grant of Option by FSCOTT to NIREK  

 


FSCOTT hereby grants NIREK the right to acquire one hundred percent
(100%) interest in the Property under a 3 year option agreement with payments
(in both flow-through cash into the property and shares which will be
restricted for 12 months) and a work commitment, outlined below: 


	
  

 	
  

 
	
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Nirek Resources Inc. 


	
  

 	
  

 
	
  

 	
 Option Terms: 

 
	
  

 	
 Three (3) year option agreement
 to earn 100% interest, less royalty. 

 






	
  

 	
  

 
	
  

 	
 Work
 Commitment: First
 year-$25,000 flow-through work in Property, Second year-$25,000 flow-through
 work in Property, Third year-$25,000 flow-through work in Property.

 Cash: $10,000 prior to May 30, 2008,

 Shares: 30,000 on April 1, 2008,
 100,000 First anniversary, 100,000 Second anniversary, 100,000 Third
 anniversary to be issued to designated estate.

 Royalty: Optionor retains 1.5%
 NSR 

 


ARTICLE 4

ACQUISITION


	
  

 	
  

 
	
 4.1

 	
 The
 Participation Date shall be that date on which NIREK has earned its interest
 in the Property pursuant to the provisions of subsection 3.1. FSCOTT and
 NIREK shall have the following undivided Interest as tenants in common in the
 Property and the acquistion: 

 


Undivided Interest

NIREK 100%


	
  

 	
  

 	
  

 
	
 4.2

 	
 On the
 Participation Date, NIREK shall for this Acquisition the purposes of
 undertaking such activities as are determined in accordance with the provisions
 hereof, to be necessary or appropriate, directly or indirectly, to: 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 explore
 and exploit the Property in accordance with the terms of this Acquisition
 Agreement; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 engage
 in such other activities as may be considered by the Participants to be
 necessary or desirable in connection with the foregoing. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 NIREK
 will incur all costs related to exploration, drilling, mining and the efforts
 to create a technical report or a 43-101 report for this property. 

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
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Nirek
Resources Inc.



ARTICLE 5
PROGRAMS
AND BUDGETS


	
  

 	
  

 
	
 5.1

 	
 Nothing herein shall be construed as obligating NIREK to put the
 Property into production.

 
	
  

 	
  

 
	
 5.2

 	
 Acquisition Operations on the Property shall be conducted and
 expenses there from shall be incurred, only pursuant to programs and budgets
 adopted by Nirek as hereinafter provided.

 
	
  

 	
  

 
	
 ARTICLE 6

 ARBITRATION

 
	
  

 	
  

 
	
 6.1

 	
 All matters in dispute or arising under this Agreement shall be
 settled by final binding arbitration. It shall be a condition precedent to
 the right of either party, or their respective successors in interest, to
 submit any matter to arbitration pursuant to the provisions hereof that such
 party, shall give not less than ten (10) days prior written notice of its
 intention to do so to the other party. On the expiry of such ten (10) days
 notice the party who gave such notice (referred to as the “Referring Party”)
 may proceed to refer the dispute to arbitration as herein provided.

 
	
  

 	
  

 
	
 6.2

 	
 The Referring Party shall proceed to refer the dispute to arbitration
 by appointing one arbitrator as the Referring Party’s arbitrator and to
 notify the other party, (referred to as the “Responding Party”) of such
 appointment and the Responding Party within fifteen (15) days after receiving
 notice of the appointment of the Referring Party’s arbitrator shall appoint
 one arbitrator and the arbitrators so named before proceeding to act and
 within thirty (30) days of their appointment shall agree unanimously on the
 appointment of a third arbitrator to act with them and be chairman of the
 arbitration and proceed to determine the matter as herein provided. If the
 Referring Party’s arbitrator and the Responding Party’s arbitrator shall be
 unable to agree on the appointment of the chairman, a judge of the Ontario
 Court (General Division) shall appoint a chairman on the application of
 either party. If the Responding Party shall fail to appoint an arbitrator
 within fifteen (15) days after receiving notice of the appointment of the
 Referring Party’s arbitrator, then the Referring Party’s arbitrator shall act
 to appoint a second arbitrator who shall be chairman of the arbitration and
 the Referring Party’s arbitrator and the chairman so appointed shall proceed
 to determine the matter as provided herein.

 
	
  

 	
  

 
	
 6.3

 	
 The chairman shall fix a time and place in Toronto for the purpose of
 hearing the evidence and representations of the parties and he shall preside
 over the arbitration and determine all questions of procedure not herein
 provided for. After hearing any evidence and representations that each party
 may submit, the

 






	
  

 	
  

 
	
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Resources Inc.


	
  

 	
  

 
	
  

 	
 arbitrators shall make an award and reduce
 same to writing and deliver one copy thereof to each party. Each party agrees
 that the award of a majority of the arbitrators shall be final and binding
 upon each of then and there shall be no appeal therefrom. The cost of the
 arbitration shall be paid as specified in the award and where the arbitration
 decision is split between the parties, the arbitrators shall determine the
 liability for costs by each party. A judgement may be entered upon the award
 made pursuant to such arbitration in a Court of competent jurisdiction.

 
	
  

 	
  

 
	
 ARTICLE 7

 NON-CONSENT OPERATIONS

 
	
  

 	
  

 
	
 7.1

 	
 Upon the reduction of an Undivided Interest to a Net Smelter Royalty
 of one and half (1.5) percent, the responsibility to pay the Royalties and
 the net profits interest shall become the responsibility of NIREK.

 
	
  

 	
  

 
	
 ARTICLE 8

 RELATIONSHIP OF THE PARTIES

 
	
  

 	
  

 
	
 8.1

 	
 Nothing contained in this Agreement shall be construed to constitute
 any party hereto as a partner, agent or representative of any other party to
 this Agreement or to create any mining or commercial partnership or any
 company or corporate entity for any purpose whatsoever except as specifically
 set forth herein. Any claims by third parties arising out of the activities
 of the Acquisition shall be borne by the parties in proportion to their
 Undivided Interests in and to the Property, and the other party or parties to
 this Agreement shall have a right of contribution there for against one
 another.

 
	
  

 	
  

 
	
 ARTICLE 9
TRANSFER OF INTEREST AND RIGHT OF FIRST REFUSAL

 
	
  

 	
  

 
	
 9.1

 	
 No party to this Agreement shall make any further conveyance,
 assignment or transfer by option or otherwise of any right, title or interest
 in and to the Property or any other jointly owned assets subject to this
 Agreement without the prior written consent of the other party hereto, which
 written consent shall not be unreasonably withheld, and without first
 offering that right, title or interest to the other party hereto in
 accordance with subsection 9.2. It is specifically agreed that any third
 party may only be assigned, transferred or otherwise granted any interest in
 this Agreement or the Property upon executing such documents and agreements
 with the other party having an interest therein, as may be reasonably 

 






	
  

 	
  

 
	
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Nirek Resources Inc.


	
  

 	
  

 
	
  

 	
 required.

 
	
  

 	
  

 
	
 9.2

 	
 (a) In this Article, “Bona Fide Offer” means an offer in writing from
 or to a purchaser dealing at arm’s length (as that expression is defined in
 the Canadian Income Tax Act) with all the parties hereto to purchase,
 convey, assign or transfer by option or otherwise any right, title or
 interest in and to the jointly owned assets including the Property and the
 Acquisition.

 
	
  

 	
  

 
	
  

 	
 (b) If any party hereto receives a Bona Fide Offer which it is
 willing to accept or wishes to extend a Bona Fide Offer, such party (the
 “Transferring Party”) shall immediately give written notice thereof (the
 “Proposed Sale Notice”) to the other party hereto (the “Other Party”). The
 Proposed Sale Notice shall state the desire of the Transferring Party to
 effect the sale of all but not less than all of its interest in and to the
 jointly owned assets including the Property (the “Offered Interest”) at the
 price set out in the Bona Fide Offer on a closing date not later than one
 hundred and eighty (180) days from the giving of the Proposed Sale Notice.
 The Proposed Sale Notice shall also include a notarized copy of the Bona Fide
 Offer and shall specify the asking price for the Offered Interest, and all
 other terms and conditions of the Bona Fide Offer, including the nature of
 any non-cash consideration and its estimated cash value, which may be paid in
 lieu thereof. For sixty (60) days of following receipt of the Proposed Sale
 Notice, the Other Party shall have the irrevocable and exclusive right and
 option (the “right of first refusal”) to acquire the Offered Interest of the
 Transferring Party upon the terms stated in the Proposed Sale Notice, such
 right and option to be exercised by written notice to the Transferring Party
 (the “Notice of Acquisition”).

 
	
  

 	
  

 
	
  

 	
 (c) Upon the giving of the Notice of Acquisition, there shall be
 constituted a binding agreement of purchase and sale between the Transferring
 Party and the Other Party with respect to the Offered Interest, which shall
 be completed within thirty (30) days following the Notice of Acquisition. The
 Transferring Party shall execute a bill of sale conveying its right, title
 and interest in the Offered Interest to the Other Party.

 
	
  

 	
  

 
	
  

 	
 (d) If any governmental approval or authorization is required to
 permit the acquisition of the Offered Interest by the Other Party, the sixty
 (60) day period referred to in paragraph 9.2 (b) shall be extended by such
 additional number of days as may be reasonable in the circumstances;
 provided, however, that the Other Party diligently takes all reasonable steps
 to obtain such approvals or authorization. In the event such approval or
 authorization is denied, the Transferring Party may sell, convey or assign
 the Offered Interest to a third patty on terms and conditions, including
 purchase price, not less favourable to it than the terms and conditions of
 the Bona Fide Offer. If the Transferring Party does not dispose of the
 Offered Interest within one hundred and eighty (180) days of the denial, the
 Offered Interest shall again become subject to all of the terms and 

 






	
  

 	
  

 
	
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Nirek Resources Inc.


	
  

 	
  

 
	
  

 	
 provisions of this Article 9.

 
	
  

 	
  

 
	
 9.3

 	
 The provisions of this Article 9 shall not be applicable to any
 transfer by a party of its entire Undivided Interest herein which is made in
 connection with or as a result of a corporate reorganization, consolidation
 or merger or to a wholly-owned subsidiary of the Transferring Party, to a
 parent, subsidiary or Affiliate which does not exist and is hereafter
 created, or to the transfer by a party of its entire Undivided Interest
 herein to a parent, subsidiary or Affiliate whose securities are thereafter
 offered by private or public offering, but shall be applicable to any
 transfer or other grant of interest in this Agreement or the Property
 subsequent thereto.

 
	
  

 	
  

 
	
 9.4

 	
 Any transfer, assignment or conveyance by a party shall specifically
 provide that the party acquiring the interest shall assume all rights, duties
 and obligations of the transferring party including the obligations described
 in this Article 9, and a transfer shall not relieve the transferor of any
 liability or obligation which shall have accrued prior to the effective date
 of the transfer.

 
	
  

 	
  

 
	
 9.5

 	
 Any transfer, assignment or conveyance by a party to this Agreement
 shall provide that such interest is assigned and conveyed free and clear of
 all liens, claims, clouds, encumbrances and other burdens created or incurred
 by, through or under it except such as may have been incurred under and by
 virtue of this Agreement.

 
	
  

 	
  

 
	
 ARTICLE 10

 TERM AND TERMINATION

 
	
  

 	
  

 
	
 10.1

 	
 Unless otherwise terminated, this Agreement shall remain in full
 force and effect for twenty (20) years from the date of the execution of this
 Agreement, and from year to year thereafter as long as there continues to be
 jointly owned assets and Operations continue to be conducted hereunder unless
 and until terminated by the mutual agreement of the parties; subject,
 however, to the provisions of subsections 10.2, 10.3 and 10.4.

 
	
  

 	
  

 
	
 10.2

 	
 Notwithstanding the provisions of subsection 10.1 above, any party to
 this Agreement may withdraw from the Acquisition at any time upon payment to
 the non-withdrawing party of its proportionate share of any applicable
 approved program and budget, which remains unpaid at the time of withdrawal.

 
	
  

 	
  

 
	
 10.3

 	
 If any party to this Agreement withdraws from the Acquisition
 pursuant to subsection 10.2, the Property and all other assets of the
 Acquisition shall automatically vest in the non-withdrawing party without
 compensation; provided, however, if there are more than two parties to this
 Agreement at the time such withdrawal occurs, the Undivided Interest in the
 Property and other Acquisition

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 14 of 22

 









Nirek Resources Inc.


	
  

 	
  

 
	
  

 	
 assets of the withdrawing party shall automatically vest in the
 non-withdrawing parties in the ratio which each of their Undivided Interest’s
 in and to the Property and in the Acquisition bears to the total of their
 Undivided Interests in and to the Property and in the Acquisition at the time
 when the withdrawing party has lost its interest and the future obligations
 and commitments of the non-withdrawing parties shall be adjusted accordingly.
 Within thirty (30) days of a withdrawal, the withdrawing party shall execute
 such deeds, assignments, conveyances, bills of sale and such other documents
 as may be necessary to assign, transfer and convey all Acquisition assets to
 the non-withdrawing party or parties. The withdrawing party shall remain
 liable for all debt obligations, which were incurred prior to the date of
 withdrawal.

 
	
  

 	
  

 
	
 10.4

 	
 Except as provided in subsection 10.1 and 10.2, upon termination of this
 Agreement, the Property and all other jointly owned assets shall be assigned
 and distributed to the parties or as they may in writing direct in proportion
 to their Undivided Interests therein on the date of termination, provided
 that the distribution of the Property and all other jointly owned assets
 shall not relieve any party of any obligation which has accrued to it prior
 to the date of termination.

 
	
  

 	
  

 
	
 10.5

 	
 The parties hereby waive the right to apply to any forum or tribunal
 to have the Premises partitioned.

 
	
  

 	
  

 
	
 10.6

 	
 Nirek reserves the right to cancel this agreement at any time.

 
	
  

 	
  

 
	
 ARTICLE 11

 NOTICE

 
	
  

 	
  

 
	
 11.1

 	
 Any notice required or permitted to be given by either party to any
 other herein shall be in writing and shall be well and sufficiently given if
 (i) delivered personally; or (ii) sent by certified or registered mail,
 postage prepaid with return receipt requested, addressed as follows:

 





	
  

 	
  

 
	
 If to FSCOTT at:

 	
 Fenton
 Scott

 
	
  

 	
 170 The Donway West, Suite 205

 
	
  

 	
 Don Mills, ON M3C 2G3

 
	
  

 	
 (416) 441-3700

 
	
  

 	
 fenton.scott@sympatico.ca

 






	
  

 	
  

 
	
 If to NIREK at:

 	
 NIREK RESOURCES
 INC.

 
	
  

 	
 4 King Street,
 SUITE 1320

 
	
  

 	
 Toronto, ON M5H
 1B6

 
	
  

 	
 Phone: 416
 603-1555

 





	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 15 of 22

 










Nirek
Resources Inc.


	
  

 	
  

 
	
 11.2

 	
 All notice given herein shall be deemed
 conclusively to have been given and received, (i) when personally delivered;
 (ii) when sent by certified or registered mail, five (5) days following
 certification or registration at a post office with return receipt requested,
 PROVIDED, HOWEVER, that if there should be a postal
 strike, slowdown or other labour dispute which may affect the delivery of the
 notice by certified or registered mail through the mail between the time of
 mailing with return receipt requested and the actual receipt of the notice,
 then such notice shall be effective only if actually delivered.

 
	
  

 	
  

 
	
 11.3

 	
 Any party to this Agreement may change its
 address for the purpose of receiving notices or advice hereunder by furnishing
 written notice thereof to the other party in compliance with subsection 11.1.

 



ARTICLE
12

CONFIDENTIALITY


	
  

 	
  

 
	
 12.1

 	
 All data and information coming into the
 possession of any party to this Agreement by virtue of any of the operations
 hereunder which is otherwise not publicly known shall be deemed strictly
 confidential and shall not be disclosed to any third person whether orally or
 in writing, including the media, without the prior written consent of the
 parties to this Agreement.

 
	
  

 	
  

 
	
 12.2

 	
 The prohibition of subsection 12.1 shall
 not prevent any party to this Agreement from making such disclosures as are
 required by virtue of any law to which it is subject, or to the affiliates or
 bankers of such party, or by regulatory bodies having jurisdiction over a party,
 including a stock exchange on which a party’s shares are listed, to be
 listed, or as part of an annual report to a party’s shareholders. This
 Article 12 does not apply to news releases that any party wishes or is
 required to make from time to time provided that the names of the other
 parties are not referred to therein without the written consent of the other
 parties. A draft of a news release that contains information about the
 Property shall be provided to all parties having an interest in the Property,
 for mutual approval within a reasonable time, not less than one day prior to
 the scheduled issue of the news release and a copy of the news release
 concurrently with the final release.

 
	
  

 	
  

 
	
 12.3

 	
 Nothing in this Article 12 shall prevent a
 party from furnishing to any entity with which it is in good faith
 negotiating for the sale of its Undivided Interest in and to the Property and
 the Joint Venture or this Agreement such information as may reasonably be
 required by such entity. The recipient of such information shall be required
 to give a written confidentiality commitment in a form satisfactory to the
 other party or parties to this Agreement prior to receiving any such
 information. The confidentiality commitment shall prohibit the party to whom
 disclosure is made from disseminating any information received by it to any
 person other than its employees, agents or consultants involved directly in
 the evaluation of the proposed acquisition, and those persons shall be
 required to make the same 

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 16 of 22

 









Nirek
Resources Inc.


	
  

 	
  

 
	
  

 	
 commitment with respect to the information received by them.

 
	
  

 	
  

 
	
 ARTICLE 13

 
	
 FORCE MAJEURE

 
	
  

 	
  

 
	
 13.1

 	
 “Force Majeure” shall refer to an event
 which occurs for reasons beyond the reasonable control of the party affected
 thereby (other than a lack of funds), including but not limited to, an act of
 God, extreme weather conditions or acts of nature, fire, explosion, flood,
 earthquake, extraordinary accidents or disasters, war, civil disorders or
 disturbances, delays in transportation or the inability to obtain necessary
 materials or fuel due to reasonably unforeseen or unavoidable causes, strikes
 and labour disputes (whether or not the demands of the employees involved are
 reasonable and capable of being conceded to or complied with), breakdown,
 malfunction or inoperability of, or damage to machinery or plant, court
 orders, applicable laws, a requirement to comply with the terms of any
 legislation, rules or regulations of any governmental agency, including the
 failure or refusal of governmental agencies to issue necessary licenses or
 permits for which application is timely and properly made and which are
 diligently pursued, or any other cause of the same or other character beyond
 the reasonable control of the responsible party.

 
	
  

 	
  

 
	
 13.2

 	
 If by reason of Force Majeure, any party or
 the Management Committee is unable to fulfil any obligations or duties under
 this Agreement, the person wishing to avail itself of Force Majeure shall
 give prompt notice to the other of that desire and all the details of the
 basis for it. The party relying upon Force Majeure shall be relived from
 fulfilling such duties or obligations during the continuance of such Force
 Majeure and shall be entitled to a reasonable extension of time within which to
 fulfil or resume fulfilling its duties or obligations hereunder. The
 Management Committee on behalf of the Joint Venture, or either party
 individually or particularly affected by any condition of Force Majeure shall
 use all reasonable diligence to remove such conditions. However, neither the
 Management Committee nor any other party shall be required to settle strikes
 or other labour difficulties in any manner or at any cost contrary to its
 practice or policy, and the disposition or manner of handling or remedying
 labour difficulties shall be entirely within the discretion of the patty
 concerned. The party relying upon Force Majeure shall not be responsible or
 liable to any other party for any loss or damage which any other party may
 suffer or incur as a result of such Force Majeure. 

 
	
  

 	
  

 
	
 ARTICLE 14

 
	
 MISCELLANEOUS

 
	
  

 	
  

 
	
 14.1

 	
 This Agreement is made and entered into in
 the Province of Quebec and shall be construed in accordance with the laws of
 that province.

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 17 of 22

 









Nirek Resources Inc.


	
  

 	
  

 
	
 14.2

 	
 This Agreement hereto supersedes all prior
 negotiations, undertakings and agreements between the parties with respect to
 the subject matter hereof, and this Agreement and its Schedules constitute
 the entire agreement of the parties respecting the matters herein contained.
 Except for implied covenants of good faith and fair dealing, there are no
 covenants, representations, warranties, terms, conditions, understandings or
 collateral agreements expressed, implied or statutory between the parties other
 than as may be expressly set forth in this Agreement.

 
	
  

 	
  

 
	
 14.3

 	
 No amendment, modification, alteration, or
 waiver of the terms of this Agreement shall be binding unless made in writing
 and executed by the parties hereto or their successors or assigns.

 
	
  

 	
  

 
	
 14.4

 	
 The parties shall execute any and all
 instruments and forms and do all acts, as may be reasonably necessary or
 required to implement the provisions of this Agreement.

 
	
  

 	
  

 
	
 14.5

 	
 The article headings utilized in this
 Agreement are for convenience of reference only, and should not be construed
 to define, limit or describe the scope of this Agreement or the intent of the
 parties hereto, and have no effect with respect to the terms and provisions
 of this Agreement.

 
	
  

 	
  

 
	
 14.6

 	
 Subject to the terms and provisions hereof,
 this Agreement shall be binding upon and ensure to the benefit of the parties
 hereto, their respective successors, assigns, executors arid administrators.

 
	
  

 	
  

 
	
 14.7

 	
 Each party hereto covenants and agrees that
 so long as this Agreement is in effect it will not commence an action for
 partition of the Property or any Joint Venture assets, which it may hold an
 interest in.

 
	
  

 	
  

 
	
 14.8

 	
 Should any Article or provision of this
 Agreement be declared void or unenforceable in any jurisdiction, such
 declaration shall affect only that portion of this Agreement so held void and
 unenforceable and insofar as possible, all other sections, terms, covenants
 and conditions of this Agreement shall remain in full force and effect in
 such jurisdiction, and the invalidity or unenforceability of any provision
 hereof in any jurisdiction shall not affect the validity or enforceability of
 any such provision in any other jurisdiction.

 
	
  

 	
  

 
	
 14.9

 	
 The parties do not intend there to be a
 violation of the rule against perpetuities or any related rule. If any such
 violation should inadvertently occur, the parties agree that the appropriate
 court shall reform such provision in such a way as to approximate most
 closely the intent of the parties within the limits possible under such rule or
 related rule.

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 18 of 22

 









Nirek Resources Inc.


	
  

 	
  

 
	
 14.10

 	
 Except as specifically provided herein,
 each party shall have the free and unrestricted right to engage in and
 receive full benefit of any and all other business ventures of any sort
 whatsoever, including without limiting the generality of the foregoing the
 acquisition of mining properties, interests therein and ores and mining for
 ores, whether or not competitive with the subject of this Agreement, without
 consulting the other or inviting or allowing the other to participate
 therein. The legal doctrine of “corporate opportunity” or “business
 opportunity”, sometimes applied to persons engaged in partnership, joint
 venture or other fiduciary relationship so as to prevent such persons from
 engaging in or enjoying the benefits of competing ventures or of ventures
 within the general scope of the venture carried on by such fiduciary for
 another, shall not be applied in the case of any activity, venture or
 operation of either party.

 
	
  

 	
  

 
	
 14.11

 	
 Wherever the singular or masculine are used
 throughout this Agreement, the same shall be construed as being the plural or
 feminine or neuter where the context so requires.

 
	
  

 	
  

 
	
 14.12

 	
 Time is of the essence in this Agreement.

 



IN WITNESS WHEREOF the
parties hereto have executed this Agreement as of the date first above written.


SIGNED, SEALED and DELIVERED


	
  

 	
  

 
	
  

 	
 Fenton Scott 

 
	
  

 	
  

 
	
  

 	
 Per:          /Fenton
 Scott/

 
	
  

 	

 


 
	
  

 	
 A.S.O.

 
	
  

 	
  

 
	
  

 	
 NIREK RESOURCES INC. 

 
	
  

 	
 RICHARD ROSS

 
	
  

 	
  

 
	
  

 	
 Per:          /Ron
 Haller /

 
	
  

 	

 


 
	
  

 	
 A.S.O.

 
	
  

 	
  

 
	
 Dated this _28_ of March, 2008.

 	
  

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 19 of 22

 










Nirek
Resources Inc. 

SCHEDULE “A” - DESCRIPTION OF PROPERTY


	
  

 	
  

 	
  

 
	
  

 	
 Number:

 	
 9707

 
	
  

 	
 Last Name:

 	
 SCOTT

 
	
  

 	
 First Name:

 	
 FENTON

 
	
  

 	
 Category:

 	
 Natural
 Person

 
	
  

 	
 Status:

 	
 Active

 
	
  

 	
 Address:

 	
 17, MALABAR
 PLACE

 
	
  

 	
 Town:

 	
 Toronto

 
	
  

 	
 Postal Code:

 	
 M3B1A4

 
	
  

 	
 State:

 	
 Ontario

 
	
  

 	
 Country:

 	
 Canada

 



Registry of Real and Immovable
Mining Rights


19 Active
Titles to Fenton Scott


	
  

 
	
 CDC 2118569
 through to CDC 2118587 

 Thusly

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CDC 2118569

 	
  

 	
 CDC 2118570

 	
  

 	
 CDC 2118571

 	
  

 	
 CDC 2118572

 	
  

 	
 CDC 2118573

 	
  

 	
 CDC 2118574

 
	
 CDC 2118575

 	
  

 	
 CDC 2118576

 	
  

 	
 CDC 2118577

 	
  

 	
 CDC 2118578

 	
  

 	
 CDC 2118579

 	
  

 	
 CDC 2118580

 
	
 CDC 2118581

 	
  

 	
 CDC 2118582

 	
  

 	
 CDC 2118583

 	
  

 	
 CDC 2118584

 	
  

 	
 CDC 2118585 

 	
  

 	
 CDC 2118586

 
	
 CDC 2118587

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 20 of 22

 









Nirek
Resources Inc. 

SCHEDULE “C” – SIGNED LETTER OF INTENT February
14, 2008 


	
  

 
	
 February 14,
 2008 

 
	
  

 
	
 Letter of Intent for the proposed earn-in option agreement for mining
 claims: 

 
	
  

 
	
 BETWEEN: 

 
	
  

 
	
 Fenton Scott
 a private individual, herein referred to as the “Optionor” 

 
	
 -and-

 
	
 Nirek
 Resources Inc., an Ontario Corporation, herein referred to as the “Optionee” 

 
	
 OF: 

 
	
 Mining
 claims located 90 KM of Wabush and 35KM southwest of the Pekan Brook
 copper/nickel deposits. The mining rights are held under a 5,200 hectare
 (13,000 acre) exploration permit in good standing in the Desportes Townships
 area in the Topographic Sheet 23B2 of Quebec region. Property consists of 20
 staked mining claim units as a contiguous block. Property is offered as 100%
 option under agreement of one rights owners. Staked Claim Numbers: 

 
	
  

 
	
 herein referred
 to as the “property”. 

 



This Letter of
Intent is to outline the general terms of a proposed earn-in option agreement
of the property. This Letter of Intent will form the basis for this proposed
agreement (the “Agreement”) regarding the same would be prepared and executed
as agreed to by the parties hereto. 


	
  

 
	
 Optionor:

 
	
 Fenton Scott

 
	
 170 The
 donway west suite 205

 
	
 Don Mills,
 ON

 
	
 Phone: 416
 441 3700

 
	
  

 
	
 Optionee:

 
	
 NIREK
 RESOURCES INC.

 
	
 4 King
 Street, SUITE 1320

 
	
 Toronto, ON
 M5H 1B6

 
	
 (416)
 603-1555

 
	
 Attention:
 Richard Ross, President

 



The terms and
conditions of the proposed Agreement are as follows (all reference to dollars
($) refers to Canadian dollars ($Cdn)): 


	
  

 	
  

 	
  

 
	
  

 	
 1)

 	
 Optionor
 will grant to Optionee the right to acquire one hundred percent (100%) interest in the Property under a 3 year earn-in option agreement with payments (in

 






	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 21 of 22 

 









Nirek
Resources Inc. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 both
 flow-through cash into the property and shares which will be restricted for
 12 months) and a work commitment, outlined in the OPTION TERMS as detailed
 below. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Option Terms: 

 
	
  

 	
  

 	
 Three (3)
 year option to earn 100% interest, less royalty.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Work Commitment: First year-$25,000
 flow-through work in Property, Second year-$25,000 flow-through work in
 Property, Third year-$25,000 flow-through work in Property. 

 
	
  

 	
  

 	
  

 	
 Cash: $10,000 on May 30, 2008, 

 
	
  

 	
  

 	
  

 	
 Shares: 30,000 on April 1, 2008, 100,000
 First anniversary, 100,000 Second anniversary, 100,000 Third anniversary.

 
	
  

 	
  

 	
  

 	
 Royalty: Optionor retains 1.5% NSR 

 






	
  

 	
  

 
	
 2)

 	
 Optionor
 will provide to Optionee all deeds to property, relative geological reports
 and technical data, which will summarize the results of all exploration and
 development programs, carried out on the PROPERTY to justify the financial
 obligations detailed above. 

 
	
  

 	
  

 
	
 3)

 	
 All
 undertakings by Optionor are conditional on Optionee maintaining its
 financial obligations detailed above as per the proposed Agreement. 

 
	
  

 	
  

 
	
 4)

 	
 Time is the
 essence of this Letter of Intent. 

 
	
  

 	
  

 
	
 5)

 	
 Optionee
 reserves the right to cancel this agreement at any time. All parties will be
 notified 30 days notice prior to notice of cancellation. 

 
	
  

 	
  

 
	
 6.

 	
 Optionee
 will prepare a formal Agreement to complete the Three-year option agreement
 to earn 100% interest in the PROPERTY. 

 






	
  

 	
  

 	
  

 
	
 Fenton Scott

 	
 NIREK RESOURCES INC.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNATURE ON FILE

 	
  

 	
      SIGNATURE ON FILE

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Per:

 	
  

 	
 Per:

 
	
 Fenton Scott
 for PROPERTY

 	
  

 	
 Richard
 Ross,

 
	
  

 	
  

 	
 President

 



Agreed to this __14__day of
February, 2008


 


	
  

 	
  

 
	
 CONFIDENTIAL

 	
 Page 22 of 22