MASTER
OPTION AGREEMENT

       

      Between

       

      LACUS
MINERALS S.A.

       

      - and
-

       

      LI3
ENERGY, INC.

       

      Dated
as of March 12, 2010

       

        
          

        

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      TABLE OF
CONTENT

      


      
        
          
            	
                    1.

                  	
                    INTERPRETATION

                  	
                    2

                  
	
                    1.1

                  	
                    Definitions

                  	
                    2

                  
	
                    1.2

                  	
                    Extended
      Meanings

                  	
                    8

                  
	
                    1.3

                  	
                    Headings

                  	
                    8

                  
	
                    1.4

                  	
                    Statutory
      References

                  	
                    8

                  
	
                    1.5

                  	
                    Currency

                  	
                    8

                  
	
                    1.6

                  	
                    Argentine
      Affiliate

                  	
                    8

                  
	
                    1.7

                  	
                    Business
      Day

                  	
                    8

                  
	
                    1.8

                  	
                    Schedules

                  	
                    9

                  
	
                    2.

                  	
                    TITLE
      TO PROPERTIES

                  	
                    9

                  
	
                    3.

                  	
                    REPRESENTATIONS
      AND WARRANTIES

                  	
                    10

                  
	
                    3.1

                  	
                    Representations
      and Warranties of Lacus

                  	
                    10

                  
	
                    3.2

                  	
                    Representations
      and Warranties of LI3

                  	
                    11

                  
	
                    4.

                  	
                    CONSIDERATION
      AND FIRST OPTION MAINTENANCE

                  	
                    12

                  
	
                    5.

                  	
                    OPTIONS

                  	
                    12

                  
	
                    5.1

                  	
                    The
      Options

                  	
                    12

                  
	
                    5.2

                  	
                    First
      Option

                  	
                    12

                  
	
                    5.3

                  	
                    Second
      Option

                  	
                    13

                  
	
                    5.4

                  	
                    Third
      Option

                  	
                    14

                  
	
                    5.5

                  	
                    Option
      is Option Only

                  	
                    14

                  
	
                    5.6

                  	
                    Voluntary
      Termination of First Option by LI3

                  	
                    14

                  
	
                    5.7

                  	
                    Obligations
      of LI3 Upon Termination of First Option

                  	
                    14

                  
	
                    6.

                  	
                    COVENANTS

                  	
                    15

                  
	
                    6.1

                  	
                    No
      Liens

                  	
                    15

                  
	
                    6.2

                  	
                    Duties
      and Obligations of Lacus

                  	
                    15

                  
	
                    6.3

                  	
                    Maintenance
      of the Properties

                  	
                    15

                  
	
                    6.4

                  	
                    Access
      Permits

                  	
                    15

                  
	
                    6.5

                  	
                    Amendment
      of Category of Minerals

                  	
                    15

                  
	
                    6.6

                  	
                    Notices

                  	
                    16

                  
	
                    6.7

                  	
                    Newco
      Activity

                  	
                    16

                  
	
                    7.

                  	
                    FORMATION
      OF NEW ARGENTINE COMPANY

                  	
                    16

                  
	
                    7.1

                  	
                    Newco

                  	
                    16

                  
	
                    7.2

                  	
                    Alternative
      Structure

                  	
                    16

                  
	
                    8.

                  	
                    ESCROW

                  	
                    16

                  
	
                    9.

                  	
                    GUARANTEES

                  	
                    17

                  
	
                    10.

                  	
                    EXPLORATION
      WORKS

                  	
                    18

                  
	
                    10.1

                  	
                    During
      First Exploration Phase

                  	
                    18

                  
	
                    10.2

                  	
                    After
      First Exploration Phase

                  	
                    19

                  
	
                    11.

                  	
                    COSTS
      AND EXPENDITURES

                  	
                    20

                  
	
                    11.1

                  	
                    During
      First Exploration Phase

                  	
                    20

                  
	
                    11.2

                  	
                    During
      Second Exploration Phase

                  	
                    20

                  
	
                    11.3

                  	
                    After
      Second Exploration Phase

                  	
                    21

                  
	
                    12.

                  	
                    CLOSING

                  	
                    21

                  
	
                    12.1

                  	
                    Closing

                  	
                    21

                  
	
                    12.2

                  	
                    Lacus
      Closing Documents

                  	
                    21

                  
	
                    12.3

                  	
                    Sign
      Off

                  	
                    22

                  
	
                    12.4

                  	
                    Execution
      Agreements

                  	
                    22

                  
	
                    12.5

                  	
                    Non-Performance
      of Conditions

                  	
                    22

                  
	
                    13.

                  	
                    EXECUTIVE
      COMITEE

                  	
                    22

                  
	
                    14.

                  	
                    ACCESS
      TO DATA AND CONFIDENTIALITY

                  	
                    23

                  
	
                    15.

                  	
                    MANAGEMENT
      OF THE PROPERTIES

                  	
                    24

                  
	
                    16.

                  	
                    AREA
      OF MUTUAL INTEREST

                  	
                    24

                  
	
                    17.

                  	
                    RELATIONSHIP
      BETWEEN THE PARTIES AS FROM EXPIRATION OF SECOND EXPLORATION
      PHASE

                  	
                    25

                  
	
                    17.1

                  	
                    Governing
      Body

                  	
                    25

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    17.2

                  	
                    Expenditures

                  	
                    25

                  
	
                    17.3

                  	
                    Funding
      of Newco

                  	
                    25

                  
	
                    17.4

                  	
                    Failure
      in Funding the Newco

                  	
                    25

                  
	
                    17.5

                  	
                    Dilution
      to Net Profits Interest

                  	
                    25

                  
	
                    18.

                  	
                    GENERAL
      BUSINESS CONDITIONS

                  	
                    26

                  
	
                    18.1

                  	
                    Payments

                  	
                    26

                  
	
                    18.2

                  	
                    Indemnity

                  	
                    29

                  
	
                    18.3

                  	
                    Confidentiality

                  	
                    29

                  
	
                    18.4

                  	
                    Default

                  	
                    30

                  
	
                    18.5

                  	
                    Governing
      Law

                  	
                    31

                  
	
                    18.6

                  	
                    Assignment

                  	
                    31

                  
	
                    18.7

                  	
                    Arbitration

                  	
                    31

                  
	
                    18.8

                  	
                    Force
      Majeure

                  	
                    32

                  
	
                    18.9

                  	
                    Adverse
      Claims as to Title to the Properties

                  	
                    32

                  
	
                    19

                  	
                    GENERAL
      CLAUSES

                  	
                    32

                  
	 
      	 
      	 
      
	 
      	
                    Schedule
      "I" - Description of the Properties

                  	 
      
	 
      	
                    Schedule
      "II" – Salars (AMI)

                  	 
      
	 
      	
                    Schedule
      “III” - Mining Rights Purchase Agreements

                  	 
      
	 
      	
                    Schedule
      "IV" - Third Parties Option Agreements

                  	 
      
	 
      	
                    Schedule
      “V” – Evidence of Assignment and Consent

                  	 
      
	 
      	
                    Schedule
      “VI” - R&W Letter

                  	 
      
	 
      	
                    Schedule
      “VII” - Management Committee Rules

                  	 
      
	 
      	
                    Schedule
      “VIII” - Services Agreement I

                  	 
      
	 
      	
                    Schedule
      “IX” - Term Sheet Services Agreement II

                  	 
      
	 
      	
                    Schedule
      "X" - Term Sheet Shareholders’ Agreement

                  	 
      
	 
      	
                    Schedule
      “XI” - Term Sheet Newco’s By-laws

                  	 
      
	 
      	
                    Schedule
      “XII” - Lacus Escrow Agreements

                  	 
      
	 
      	
                    Schedule
      “XIII” - Term Sheet LI3 Escrow Agreement

                  	 
      
	 
      	
                    Schedule
      “XIVI” – Bank Account

                  	 
      


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      THIS AGREEMENT is made as of
the 12 day of [March],
2010 (the "Effective
Date")

       

      Between:

       

      LACUS MINERALS
S.A.,

      a
corporation formed under the laws of Argentina

       

      (hereinafter
called "Lacus")

       

      - and
-

       

      LI3
ENERGY, INC.,

      a
corporation formed under the laws of Nevada

       

      (hereinafter
called "LI3")

       

      RECITALS

       

      
        	
                 
      

              	
                (a)

              	
                Lacus
      beneficially owns a one hundred percent (100%) interest in the Properties
      (as defined herein) known as the Centenario Brine, the Rincon Brine and
      Pocitos, all located in the region of Puna,
  Argentina.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Puna
      Litihium Corporation (“Puna”)
      entered into a letter of intent dated November 23rd,
      2009 with Lacus, Beatriz Vazquez Nístico and Daniel Boris Gordon (the
      "Letter
      of Intent I"), pursuant to the
      negotiation of a certain option and joint venture agreement whereby (i)
      Lacus would grant to Puna three options to acquire up to an aggregate of
      eighty five per cent (85%) interest in Lacus’ Properties (as defined
      herein), and (ii) Puna and Lacus would develop the Properties under the
      joint venture.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Puna,
      Lacus and LI3 entered into a binding letter agreement dated January 8th,
      2010 (the "Letter
      of Intent II", and together with the Letter of Intent II, the “LOIs”) pursuant to which the
      parties agreed that certain salar acreage defined therein constitutes an
      area of mutual interest between each of Puna, LI3 and
    Lacus.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Puna
      and LI3 entered, on the date hereof, into an assignment agreement,
      pursuant to which Puna assigned to LI3, Puna’s rights and obligations
      under the LOIs, subject to the terms and conditions set forth thereunder
      (the “Assignment
      Agreement”), and Lacus has provided its consent to such assignment,
      as evidenced in Schedule
      “V” hereto.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                LI3
      wishes to obtain an option to acquire up to an eighty-five percent (85%)
      interest in the Properties, pursuant and subject to the terms and
      conditions of this Agreement.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Lacus
      and LI3 wish to jointly develop, through a Newco (as defined herein), the
      Properties, pursuant and subject to the terms and conditions of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Lacus
      and LI3 have decided to terminate the LOIs, and have agreed that all
      rights and obligations between them will be governed by the terms and
      conditions set forth in this Agreement, provided that all terms and
      conditions set forth in the LOIs will be superseded by the terms and
      conditions set forth herein.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (h)

              	
                Lacus
      and LI3 wish to align their interests in respect to the acquisition of
      additional exploration and/or mineral rights and/or property interests in
      the AMI (as defined herein).

              


      

       

      NOW THEREFORE THIS AGREEMENT
WITNESSES THAT, in consideration of foregoing, and intending to be
legally bound by the terms set forth hereof, the Parties agree as
follows

       

      SECTION 1 -
INTERPRETATION

       

      
        	
                1.1

              	
                Definitions.  Unless
      the context otherwise requires, in this Agreement, the following terms
      shall have the meanings set out
below:

              


      

       

      “Adverse
Claim” has the
meaning ascribed thereto in Section
18.9 of this Agreement.

       

      "Affiliate" means a corporation
which, directly or indirectly, controls, or is controlled by or is under common
control with, a Party.  The term "control", as used herein,
means the rights to the exercise of, directly or indirectly, more than fifty
percent (50%) of the voting rights attributable to the shares of the controlled
company.

       

      "Agreement"
means this Master Option Agreement, including the recitals herein and the
schedules hereto, all as amended from time to time.

       

      “AMI” has the meaning ascribed
thereto in Section
16 of this Agreement.

       

      “AMI
Properties” means
any property or mineral right for lithium and/or potash exploration which are in
an early stage of exploration acquired directly or indirectly by any of the
Parties inside the AMI, including any property acquired under the Third Parties
Option Agreements.

       

      “Applicable
Laws” means all
federal, provincial, territorial, municipal and local Laws (statutory or
common), rules, resolutions, ordinances, regulations, grants, concessions,
franchises, licenses, orders, directives, judgments, decrees, and other
governmental restrictions, including permits and other similar requirements,
whether legislative, municipal, administrative or judicial in nature, including
Environmental Laws, which are applicable to the Parties, the Properties and/or
Mining Operations, regardless of whether or not in existence or enacted or
adopted hereafter; provided, however, nothing in this definition is intended to
make Laws applicable to the Parties during periods when the Laws are not
applicable by their terms or the timing of their enactment.

       

      “Assignment
Agreement” has the meaning ascribed thereto in Recital
(d) of this Agreement.

       

      "Business
Day" means any day which is not a Saturday or Sunday on which banks in
the State of Nevada,
United States of America or Buenos Aires, Argentina –depending where the
relevant obligation has to be complied with- are open for business either in
United States of America or Argentina, as applicable.

       

      "Claim"
means any claim, demand, action, cause of action, damage, loss, cost, liability,
obligation or expense, including professional fees and all costs incurred in
investigating or pursuing any of the foregoing or any proceeding relating to any
of the foregoing.

       

      "Closing" means the completion of the
transactions as contemplated herein.

       

      "Closing
Date" means the
date on which the Properties are properly and validly recorded in the name of
Lacus.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      “Closing
Time” has the
meaning ascribed thereto in Section
12.1 of this Agreement.

       

      “Commercial
Production" means, and is deemed to have been achieved, when the major
facilities described in the Feasibility Study  have operated for a
period of ninety (90) consecutive production days at the designed rate
..

       

      "Confidential
Information" has the meaning ascribed thereto in Section
18.3(a) of
this Agreement.

       

      "Dispute"
has the meaning ascribed thereto in Section
18.7 of this
Agreement.

       

      "Effective
Date" means the date first written above.

       

      "Environmental
Laws" means all Laws at the national, provincial and municipal levels
relating to reclamation or restoration of the Properties; abatement of
pollution; protection of the environment; monitoring environmental conditions;
protection of wildlife, including endangered species; ensuring public safety
from environmental hazards; protection of cultural or historic resources;
management, storage or control of hazardous materials and substances; releases
or threatened releases of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances into the environment, and all other Laws relating
to the manufacturing, processing, distribution, use, treatment, storage,
disposal, handling or transport of pollutants, contaminants, chemicals or
industrial, toxic or hazardous substances or wastes.

       

      “Executive
Committee” has
the meaning ascribed thereto in Section
13.1 of this
Agreement.

       

      “Exercise
Note” has the
meaning ascribed thereto in Section
5.2(b) of
this Agreement.

       

      "Expenditures" means all direct and
indirect charges, expenses and costs of, or incidental to, Mining Operations,
where, in respect to the Work Commitments only, the term Expenditures shall mean
all direct and indirect charges, expenses and costs of, or incidental to, only
those Mining Operations focused on assessing lithium and/or potash resources in
any acreage on the Properties.

       

      "Feasibility
Plan" means a
plan for a Feasibility Study based on the results of the Independent Technical
Report, that will include:

       

      
        	
                 
      

              	
                a.

              	
                The
      basic engineering of a pilot plant.

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      designed inflows and outflows of the pilot
  plant.

              


      

       

      
        	
                 
      

              	
                c.

              	
                A
      quarterly  detailed budget (cost and time) for
  :

              


      

       

      
        
          	  	
                  i.

                	
                  Designing,
      erecting and starting up a pilot
plant.

                


        

      

       

      
        
          	  	
                  ii.

                	
                  Operating
      the pilot plant.

                


        

      

       

      
        
          	  	
                  iii.

                	
                  Delivering
      the Feasibility Study

                


        

      

       

      "Feasibility Study"
means, in respect of any acreage in the Properties, a comprehensive study of a
deposit in which all geological, engineering, operating, economic and other
relevant factors are considered in sufficient detail that it could reasonably
serve as the basis for a final decision by a financial institution to finance
the development of the deposit for mineral production and includes a study
showing the feasibility of bringing the Properties or any portion thereof into
Commercial Production at a commercially acceptable rate of return on capital, in
such form and detail and using such assumptions as to mineral prices as are
customarily and reasonably done at such time by major North American mining
companies in determining the viability of mining projects similar to the
Proposed Mine (as defined below) and shall include a reasonable assessment of
the mineral reserves/resources and their amenability to milling prepared in
conformity with the standards set out by an Independent Engineer; a complete
description of the work, equipment and supplies required to bring the Properties
into Commercial Production and the estimated cost thereof, a description of the
mining methods to be employed and a financial appraisal of the proposed
operations supported by explanations of the following information (to the extent
relevant):


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (i)

              	
                a
      description of that part of the Properties to be covered by the proposed
      mine or mines (referred to herein as the "Proposed
      Mine");

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      estimated proven and probable reserve of minerals derived from the diluted
      and recoverable measured and indicated resource base and a detailed
      geological report.  The reserve and resource model is to be
      confirmed by an independent external
audit;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      proposed procedure for Mining
Operations;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                results
      of the relevant pilot plant;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                detailed
      layout and plans of major facilities including site preparation,
      foundation designs, preliminary piping specification, quantity and layout
      for major process streams, process control and information systems, power
      supply and distribution systems, sewage treatment, potable water, fire
      protection, offices, laboratory, gatehouse, security system, access roads
      and yard;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                the
      total costs, including capital budget, which are reasonably required to
      purchase, construct and install all structures, machinery and equipment
      required for the proposed mine, including a schedule of timing of such
      requirements.  Commissioning costs, vendor representation,
      operating costs, sustaining capital and mine closure costs will be refined
      to achieve an accuracy in the range of ±15%.  The facility based
      capital cost estimate will be prepared to a target accuracy of
      ±15%.  A risk analysis on the estimated capital cost and
      contingency shall be conducted and reported in the
  study;

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                environmental
      impact studies for the Proposed Mine and costs of such studies, and
      environmental, health and safety monitoring and management system and the
      costs of such system;

              


      

       

      
        	
                 
      

              	
                (viii)

              	
                the
      period in which it is proposed the Proposed Mine shall be brought into
      Commercial Production;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                working
      capital requirements for the initial six (6) months of operation of the
      Proposed Mine as a mine or such longer period as may be reasonably
      justified in the circumstances by the Person completing the
      study;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                estimates
      of shutdown, mine closure and reclamation costs;
  and

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                the
      results of an economic analysis (including return on investment and net
      present value) and the required sensitivities applied to demonstrate the
      viability of the Proposed Mine over a range of potential
      variables;

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      “First
Category of Minerals” means the category and
minerals identified under Section 3 of the Argentinean Mining Code.

       

      “First
Exploration Phase”
means the period to be considered as of Effective Date and the exercise
of the First Option and effective transfer of the Properties to Newco or an
alternative structure.

       

      "First
Option" has the
meaning ascribed thereto in Section
5.1(a) of
this Agreement.

       

      "First
Option Period" means the period to be
considered as of Closing Date and the exercise of the First Option and effective
transfer of the Properties to Newco or an alternative structure.

       

      "Force
Majeure" means the force majeure in the terms and conditions set forth in
Section
18.8 of this Agreement.

       

      “Group 1
of Properties” means those Properties identified in Schedule
“I” of this Agreement as such, which were acquired by Lacus from the
Recorded Owners under the Mining Rights Purchase Agreement.

       

      “Group 2
of Properties”
means those Properties identified in Schedule
“I” of this Agreement as such, which were claimed by Lacus as vacant
mines.

       

      "Indemnified
Parties" has the meaning ascribed thereto in Section
18.2(a) of this Agreement.

       

      "Indemnifying
Party" has the meaning ascribed thereto in Section
18.2(a) of this Agreement.

       

      “Independent
Engineer”
means the
qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral
Projects of the Canadian Securities Administrators.]

       

      “Independent
Technical Report”: means the report which assess the mineral resources in
the Properties after the Work Commitments are completed, in accordance with
National Instrument 43-101 – Standards of Disclosure for Mineral
Projects of the Canadian Securities Administrators.

       

      “Intervening
Event” has the meaning ascribed thereto in Section
18.8 of this Agreement.

       

      "Lacus" means Lacus Minerals
S.A.

       

      “Lacus
Escrow Agreements” has the meaning ascribed
thereto in Section
8 of this Agreement.

       

      "Letter of
Intent I" has the
meaning ascribed thereto in Recital
(b) of this Agreement.

       

      "Letter of
Intent II” has
the meaning ascribed thereto in Recital
(c) of this
Agreement.

       

      "LI3" means LI3 Energy,
Inc.

       

      “LI3
Escrow Agreement”
has the meaning ascribed thereto in Section
9.1(a)(iii) of this Agreement.

       

      "Lien" means any lien,
security interest, mortgage, charge, deed of trust, encumbrance, hypothec,
pledge, net profits interest, royalty, overriding royalty interest or other
Claim, whether registered or unregistered, and whether arising by agreement,
statute or otherwise, of any and every nature or kind
whatsoever.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      “LOIs” has the meaning ascribed
thereto in Recital
(c) of this
Agreement.

       

      "Management
Committee" means the committee
established by the Parties as of the date of exercise of the First Option, in
accordance with the terms and conditions set forth in Section
10.2, which governing rules are attached hereto as Schedule
“VII”.

       

      “Mining
Authority” means the Mining Court of the Province of Salta.

       

      "Mining
Fees" means fees to be paid under the Properties’ files, as requested by
Section 213, 215, 216 and any other relevant section of the Argentinean Mining
Code.

       

      "Mining
Operations" means every kind of
work done on or in respect of the Properties, by or on behalf of a Party
(including, but not limited to, the Operator) as of the Second Exploration Phase
and in particular Mining Operations shall include, among
other things:

       

      
        	
                 
      

              	
                (i)

              	
                carrying
      out, or causing to be carried out, exploration work including but not
      limited to line cutting, geophysical, geochemical and geological surveys,
      library research, report preparation, studies, mapping, assaying and
      metallurgical testing, investigating, drilling, examining, equipping,
      improving, surveying, trenching, shaft-sinking, raising, crosscutting and
      drifting the Properties, searching for, digging, trucking, sampling,
      working and procuring ores, bringing mining lands to lease or patent and
      keeping the same in good standing, obtaining mineral properties or
      exploration, environmental, rehabilitation, public consultation, advanced
      exploration permitting, development, mining or other licenses, permits or
      mining claims and maintaining same in good standing, and in doing all
      other exploration, development, pre-production, mining or reclamation
      work,

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                paying
      wages, salaries and benefits of individuals engaged in such work and in
      supplying food, lodging, transportation and other reasonable needs of such
      individuals,

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                paying
      insurance premiums and assessments or premiums for workers' compensation
      insurance, contributions for unemployment insurance or other pay
      allowances or benefits customarily paid in the district to such
      individuals,

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                making
      payments in respect of exploration permits, leases, licenses, mining
      claims, taxes, rates, assessments or other governmental charges in
      connection with the Properties,

              


      

       

      
        	
                 
      

              	
                (v)

              	
                purchasing,
      leasing or renting plant, buildings, space, machinery, tools, appliances,
      equipment or supplies or incurring other capital expenses, and installing,
      erecting, detaching or removing any such assets on or from the Properties,
      and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                managing
      or supervising any work which is done in respect of the Properties, or in
      any other respects necessary or desirable, in the opinion of the Parties
      or the Operator.

              


      

       

      “Mining
Rights Purchase Agreement” means the three (3) mining
rights purchase agreements attached hereto as Schedule
“III”, entered into by and between the Recorded Owners and Lacus -by
means of pubic deeds- on February 22nd, 2010,
pursuant to which Lacus acquired the Group 1 of Properties from the Recorded
Owners for the consideration established therein. These deeds reflect the exact
content of the private documents executed by and between the Recorded Owners and
Lacus on November 18th,
2009.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      “Mortgage
Secured Obligations” has the meaning ascribed
thereto in Section
9.1(a) of
this Agreement.

       

      “Newco” means the company ruled by
the Argentinean Business Association Law to be incorporated once the First
Option is exercised in order to be the owner of the Properties.

       

      "Operator" means Newco, or such
other Party responsible for carrying out, or causing to be carried out, all
Second Exploration Phase and Mining Operations works in respect of the
Properties.

       

      "Option" has the meaning
ascribed thereto in Section
5.1 of this Agreement.

       

      "Party" and
"Parties" means LI3 and Lacus as
the parties to this Agreement and their successors and permitted assigns or, in
respect to the agreements attached as a Schedule hereto, the parties defined
thereto.

       

      "Person"
means an individual, firm, trust, partnership, association corporation,
government or governmental board, department, agency or authority and the heirs,
executors, administrators or other legal representatives of an
individual.

       

      “Pesos”
means the currency of Argentina which at the relevant time is legal tender for
the payment of public or private debts.

       

      "Properties"
means the mining properties granted through the concession regime of the
Argentinean Mining Code and identified under Schedule
“I” to this Agreement.

       

      “Properties
Data” has the meaning ascribed thereto in Section
14 of this Agreement.

       

      “Puna” has the meaning ascribed
thereto in Recital
(b) of this Agreement.

       

      “Recorded
Owners” means
Daniel Boris Gordon and Claudio Larotonda.

       

      “Salars” mean the Centenario, Pocitos
and Rincon brines as identified in the map attached as Schedule
“II” to this Agreement.

       

      “Second
Category of Minerals” means the category and
minerals identified under Section 4 of the Argentinean Mining Code.

       

      “Second
Exploration Phase”
means the period considered as of exercise of the First Option and
effective transfer of the Properties to Newco or an alternative structure until
commencement of Commercial Production.

       

      "Second
Option" has the
meaning ascribed thereto in Section
5.1(b) of this Agreement.

       

      "Services
Agreement I"
means the services agreement to be entered into by and between Lacus and
LI3 as of the Effective Date, pursuant to which Lacus will perform certain
exploration works in the Properties as detailed in Section
10.1(c)(i) herein, in substantially the form attached as Schedule
"VIII" to this Agreement, including every schedule or appendix thereto,
as amended in writing from time to time in accordance with the provisions hereof
and thereof.

       

      "Services
Agreement II"
means the services agreement to be entered into by and between Lacus and
LI3 as of the Closing Date, pursuant to which Lacus will perform certain
exploration works in the Properties during the First Exploration Phase as
detailed in Section
10.1(c)(ii) herein, to be drafted following the guidelines attached as
Schedule
"IX" to this Agreement, including every schedule or appendix thereto, as
amended in writing from time to time in accordance with the provisions hereof
and thereof.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      "Shareholders'
Agreement" means
the shareholders' agreement to be entered into between each of Lacus and LI3 as
of the date of exercise of the First Option, in line with the key terms and
conditions attached as Schedule
"X" to this Agreement, and in substantially the form to be agreed on by
Lacus and LI3 as of Closing Date, as indicted in Section
12.3(b) hereto.

       

      "Third
Option" has the
meaning ascribed thereto in Section
5.1(c) of this Agreement.

       

      “Third
Parties Option Agreements”: means the two (2) mining
option agreements attached hereto as Schedule
“IV”, entered into by and between (i) Lacus and Salvador Sangedolce
Aleman on December 11th, 2009;
and (ii) Lacus and Pablo Cristian Sanchez on November 6th, 2009;
pursuant to which Lacus acquired certain options to acquire certain mining
properties described therein.

       

      “Third
Parties Option Payments” means the payments to be done under by Lacus
under the Third Parties Option Agreements, which for certainty comprise (i) the
price for maintaining and exercising the option; and (ii) the mining fee to be
paid to the Mining Authority under the applicable files in accordance with
Applicable Laws.

       

      “U.S.
dollars” or “US$” means the
currency of the United States of America which at the relevant time is legal
tender for the payment of public or private debts.

       

      "Work
Commitments" has the meaning ascribed thereto in Section
4(c) of this Agreement.

       

      “Work
Plan” has the meaning ascribed thereto in Section
10.1(f) of this Agreement.

       

      "Working
Right " has the meaning ascribed thereto in Section
10.1(a) of this Agreement.

       

      
        	
                1.2

              	
                Extended
      Meanings.  Unless otherwise specified, words importing
      the singular include the plural and vice
      versa.  The term "including" means "including, without
      limitation".

              


      

       

      
        	
                1.3

              	
                Headings.  The
      division of this Agreement into sections and the insertion of headings are
      for convenience of reference only and are not to affect the construction
      or interpretation of this
Agreement.

              


      

       

      
        	
                1.4

              	
                Statutory
      References.  Each reference to a statute in this
      Agreement includes the rules and regulations made under that statute, as
      same may be amended or re-enacted or re-promulgated from time to
      time.

              


      

       

      
        	
                1.5

              	
                Currency.  All
      currency amounts in this Agreement are in U.S. dollars, unless specified
      to the contrary.

              


      

       

      
        	
                1.6

              	
                Argentine
      Affiliate.  Provided that LI3 will conduct its business
      -in connection with the Agreement- in Argentina through an Argentine’s
      Affiliate, LI3’s rights and obligations set forth hereunder can be
      exercised, complied and enforced –at LI3’s sole discretion- through the
      Argentine’s Affiliate, including but not limited to (i) payments foreseen
      hereunder, and (ii) holding of Newco’s
shares.

              


      

       

      
        	
                1.7

              	
                Business
      Day. If a payment date hereunder ends in a date other than a
      Business Day, such date will be postponed to the next following Business
      Day, and no interest accrual will be applied for such
      postponement.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                1.8

              	
                Schedules.  The
      following Schedules are attached to and form part of this
      Agreement:

              


      

       

      
        
          	  	
                  Schedule

                	
                  Description

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Schedule
      "I"

                	
                  Description
      of the Properties

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Schedule
      "II"

                	
                  Salars
      (AMI)

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Schedule
      “III”

                	
                  Mining
      Rights Purchase Agreements

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Schedule
      "IV"

                	
                  Third
      Parties Option Agreements

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  Schedule
      “V”

                	
                  Evidence
      of Assignment and Consent

                


        

         

        
          	
                   
      

                	
                  (f)

                	
                  Schedule
      “VI”

                	
                  R&W
      Letter

                


        

         

        
          	
                   
      

                	
                  (g)

                	
                  Schedule
      “VII”

                	
                  Management
      Committee Rules

                


        

         

        
          	
                   
      

                	
                  (h)

                	
                  Schedule
      “VIII”

                	
                  Services
      Agreement I

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Schedule
      “IX”

                	
                  Term
      Sheet Services Agreement II

                


        

         

        
          	
                   
      

                	
                  (j)

                	
                  Schedule
      "X"

                	
                  Term
      Sheet Shareholders’ Agreement.

                


        

         

        
          	
                   
      

                	
                  (k)

                	
                  Schedule
      “XI”

                	
                  Term
      Sheet Newco’s By-laws

                


        

         

        
          	
                   
      

                	
                  (l)

                	
                  Schedule
      “XII”

                	
                  Lacus
      Escrow Agreements

                


        

         

        
          	
                   
      

                	
                  (m)

                	
                  Schedule
      “XIII”

                	
                  Term
      Sheet LI3 Escrow Agreement

                


        

         

        
          	
                   
      

                	
                  (n)

                	
                  Schedule
      “XIV”

                	
                  Bank
      Account

                


        

      

       

      SECTION 2 -
TITLE TO PROPERTIES

       

      Lacus is,
as of the Effective Date, the sole beneficial owner of the Properties.
Notwithstanding the foregoing, as of the date hereof:

       

      
        	
                 
      

              	
                (a)

              	
                Group
      1of Properties: the transfer of ownership of the Group 1 of
      Properties from the Recorded Owners to Lacus has not been recorded under
      the mining files;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Group
      2 of Properties: Lacus has not obtained a resolution by the Mining
      Authority granting the mining rights over the Group 2 of Properties to
      Lacus (which properties were declared vacant by the Mining Authority for
      the failure of their former titleholders in fulfilling certain maintenance
      obligations set forth under applicable Laws); however the Mining Authority
      has received the relevant application of Lacus in connection with Group 2
      of Properties, and has acknowledged Lacus as a party under the
      files

              


      

       

      As of
Closing Date, transfer of ownership rights of Group 1 of Properties and Group 2
of Properties shall be duly registered under the files in favor of Lacus, as
stated in Sections
12.2(c) and 12.2(d)
herein.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      SECTION 3 - REPRESENTATIONS
AND WARRANTIES

       

      
        	
                3.1

              	
                Representations
      and Warranties of Lacus. Lacus represents and warrants to LI3
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                it
      is a body corporate duly formed, organized and validly subsisting under
      the laws of its incorporating
jurisdiction

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      has full power and authority to carry on its business and to enter into
      this Agreement and any agreement or instrument referred to or contemplated
      by this agreement and all requisite corporate acts and proceedings have
      been taken so that it may enter into, execute and deliver this Agreement
      and perform its obligations hereunder, and it is under no disability which
      would reasonably be expected to hinder, prevent or delay the performance
      of its obligations hereunder;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                has
      the full right to transfer to LI3 up to an effective undivided eighty-five
      (85%) percent right, title and working interest in and to the Properties
      in accordance with the provisions of this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      concessions of the Properties:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                were
      validly issued,

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                are
      registered before the Mining Authority as indicated in Section
      2,

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                are
      presently in good standing, including with respect to the payment of all
      Mining Fess, taxes and duties and the filing of all assessment reports
      required to date, subject to compliance with Applicable Laws of Argentina
      in connection therewith, and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                are
      presently free and clear of any Liens or
  encumbrances;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                all
      operations on the Properties by Lacus have been in compliance with all
      Applicable Laws, including but not limited to mining, labour and taxation
      laws and Environmental Laws and there are no outstanding work orders or
      actions to be taken under Argentine legal requirements in respect of the
      Properties;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Lacus
      has the rights to explore the Properties and Lacus has not been served
      with any notice of any adverse Claims against any of the
      Properties;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                to
      the best Lacus’ knowledge the surfaces properties are fiscal
      lands;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                to
      the best Lacus’ knowledge, information and belief, the Properties do not
      lie within any protected area, rescued area, reserve, reservation,
      reserved area or special needs lands as designated by any governmental
      entity having jurisdiction, that would materially impair the development
      of a mining project on such lands;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      the best of Lacus’ knowledge, information and belief, the Properties do
      not lie within any border or frontier zone as designated by any
      governmental entity, that would have an impact on any foreign individual
      or company directly or indirectly controlled by a foreign company, that
      would acquire the Properties;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                has
      an appropriate and accurate system to follow up, survey and timely pay the
      Mining Fees;

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (k)

              	
                has
      made available to LI3 all material information in its possession or
      control relating to work done on or with respect to the Properties,
      provided that Lacus is not aware of any material facts or circumstances
      that have not been disclosed to LI3 and that should be disclosed to
      prevent the representations and warranties contained in this Section
      3.1 from being misleading;
and

              


      

       

      
        	
                 
      

              	
                (l)

              	
                There
      is no Person acting or purporting to act at its request that is entitled
      to any brokerage or finder's fee in connection with the transactions
      contemplated herein.

              


      

       

      
        	
                 
      

              	
                (m)

              	
                neither
      the execution and delivery of this Agreement nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated conflict with, result in the breach of or
      accelerate the performance required by any agreement to which it is a
      party; and

              


      

       

      
        	
                 
      

              	
                (n)

              	
                the
      execution and delivery of this agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or of its constating
      documents.

              


      

       

      
        	
                3.2

              	
                Representations
      and Warranties of LI3. LI3 represents and warrants to Lacus
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                it
      is a body corporate duly formed, organized and validly subsisting under
      the laws of its incorporating
jurisdiction;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                its
      common shares are presently listed and posted for trading on a stock
      exchange in United States of America and it is in good standing under
      applicable securities laws and the rules, regulations and policies of such
      stock exchange(s);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                it
      has full power and authority to carry on its business and to enter into
      this Agreement and any agreement or instrument referred to or contemplated
      by this agreement and all requisite corporate acts and proceedings have
      been taken so that it may enter into, execute and deliver this Agreement
      and perform its obligations hereunder, and it is under no disability which
      would reasonably be expected to hinder, prevent or delay the performance
      of its obligations hereunder;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                There
      is no Person acting or purporting to act at its request that is entitled
      to any brokerage or finder's fee in connection with the transactions
      contemplated herein.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                neither
      the execution and delivery of this Agreement nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated conflict with, result in the breach of or
      accelerate the performance required by any agreement to which it is a
      party; and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or of its constating
      documents.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      SECTION 4 – CONSIDERATION AND
FIRST OPTION MAINTENANCE

       

      As (i)
consideration for entering this agreement and (ii) a condition to maintain the
First Option in good standing until duly exercised, LI3 must:

       

      
        	
                 
      

              	
                (a)

              	
                Pay
      to Lacus the sum of US$200,000.00 as of the
      Effective Date Date; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Pay
      to Lacus the sum of US$500,000.00 on or
      before the first anniversary of the Effective Date;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Complete
      a minimum of US$3,700,000.00, VAT
      included, in Work Commitments in respect to the Properties through duly
      incurring Expenditures in accordance with the Services Agreement I and the
      Service Agreement II (the "Work
      Commitments"), to be incurred as
follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                US$388,000.00, VAT
      included, as of Effective Date, in line with the terms and conditions set
      forth in the Services Agreement I;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                US$312,000.00, VAT
      included, on
      or before one month from Effective Date, in line with the terms and
      conditions set forth in the Services Agreement I;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                US$3,000,000.00, VAT
      included, as from the Closing Date until the anniversary of the Closing
      Date, as requested by the Executive Committee, in line with the terms and
      conditions set forth in the Services Agreement
  II.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Deliver
      to Lacus the Independent Technical Report on or before the 18-month
      anniversary of Closing Date.

              


      

       

      SECTION 5 –
OPTIONS

       

      
        	
                5.1

              	
                The
      Options.  Lacus hereby grants to LI3 an irrevocable and
      exclusive option to become the owner of up to an eighty-five percent
      (85%) undivided interest free and clear of all liens, charges,
      encumbrances, security interests, royalties and adverse Claims in and to
      the Properties (the "Option"),
      where LI3 and Lacus hereby acknowledge and agree that in order to better
      protect each of LI3’s and Lacus’ interests in respect to the matters set
      forth herein and to avoid being deemed to have entered into a “company of
      mines” pursuant to the Argentine Mining Code, LI3 shall accept in lieu of
      such undivided interest in and to the Properties the equivalent percentage
      of issued and outstanding shares of the Newco.  The Option shall
      be comprised as follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                An
      option (the "First
      Option") to
      acquire a fifty-five
      percent (55%) undivided beneficial interest in and to the
      Properties.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                An
      option (the "Second
      Option") to
      acquire an additional twenty percent (20%)
      undivided beneficial interest in and to the
  Properties.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                An
      option (the "Third
      Option") to
      acquire an additional ten
      percent (10%) undivided beneficial interest in and to the
      Properties.

              


      

       

      
        	
                5.2

              	
                First
      Option.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Prior
      Conditions to keep and maintain the exercise in force: In order to
      exercise the First Option, LI3 must have complied with the following prior
      conditions:

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (i)

              	
                LI3
      must have deliver to Lacus the Feasibility Plan on or before the 18-month
      anniversary of Closing Date.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                LI3
      must have complied with the following: (1) obligations set forth in Section
      4; and (2) payment of Mining Fee; and (3) payment of Third Parties
      Options Fees, unless otherwise decided not to exercise the options by the
      Executive Committee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Term:
      The First Option shall be exercised within 30 days as from receipt of the
      Feasibility Plan by Lacus. For such purpose, LI3 shall furnish Lacus with
      an Exercise Note, indicating the date on which the First Option will be
      exercise by LI3, at least 5 days in advance to the exercise date (an
      “Exercise
      Note”).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Exercise
      Consideration:  As
      of the exercise date LI3 shall (i)
      pay US$650,000.00 to Lacus
      and (ii) transfer to the Newco the AMI Properties acquired by LI3 in the
      terms and conditions set forth in Section
      7.1.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Option’s
      rights: Upon (i) exercise of the First Option by LI3, and (ii)
      payment of the First Option’s exercise price, Lacus shall (i) transfer the
      Properties and the AMI Properties acquired by Lacus to the Newco, in the
      terms and conditions set forth in Section
      7.1 and (ii) transfer to LI3 fifty-five percent (55%) of the issued
      and outstanding shares of the
Newco.

              


      

       

      
        	
                5.3

              	
                Second
      Option.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Prior
      Conditions to keep and maintain the exercise in force: In order to
      exercise the Second Option, LI3 must have complied with the following
      prior conditions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Fund
      the Newco and instruct the Management Committee to timely
      comply  with the goals set forth in the Feasibility Plan and/or
      provide sufficient evidence that LI3 is taking all necessary measures to
      have a Feasibility Study in place as planned and/or accordingly cure any
      delays thereunder.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                LI3
      must have furnished Lacus with a Feasibility Study in respect of any
      acreage in the Properties as of the date planned in the Feasibility
      Plan.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                LI3
      must have complied with the following payments: (1) Mining Fee; and (2) if
      applicable, Third Parties Options Fees, unless otherwise decided not to
      exercise the options by the Management
  Committee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Term:
      The Second Option shall be exercised within 60 days as from receipt of the
      Feasibility Study by Lacus. For such purpose, LI3 shall furnish Lacus with
      an Exercise Note, indicating the date on which the Second Option will be
      exercise by LI3, at least 5 days in advance to the exercise
      date.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Exercise
      Price:
      US$2,200,000.00, to be
      paid as of the exercise date.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Option’s
      rights: Upon (i) exercise of the Second Option by LI3, and (ii)
      payment of the Second Option’s exercise price, Lacus shall transfer to LI3
      twenty percent (20%) of the issued and outstanding shares of the
      Newco.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                5.4

              	
                Third
      Option.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Prior
      Conditions to keep and maintain the exercise in force: In order to
      exercise the Third Option, LI3 must have complied with the following prior
      conditions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                LI3
      and Lacus shall bring any acreage in the Properties to the commencement of
      Commercial Production.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                LI3
      shall provide evidence to Lacus –from time to time- that LI3 is in the
      process of arranging the required financing -or with own funds- in order
      to bring any acreage in the Properties to the commencement of Commercial
      Production, provided that if debt financing is obtained from a major
      financial entity, Lacus will have its interest subordinated to such major
      financial entity.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                LI3
      must have complied with the payments of the Mining
  Fee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Term:
      The Third Option shall be exercised within 30 days as of providing
      sufficient evidence to Lacus that LI3 will obtain the required financing
      as indicated in (ii) hereinabove. For such purpose, LI3 shall furnish
      Lacus with an Exercise Note, indicating the date on which the Third Option
      will be exercise by LI3, at least 5 days in advance to the exercise
      date.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Exercise
      Price:
      US$5,000,000.00, to be
      paid as of the exercise date.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Option’s
      rights: Upon (i) exercise of the Third Option by LI3, and (ii)
      payment of the Third Option exercise price, Lacus shall transfer to LI3
      ten percent (10%) of the issued and outstanding shares of the
      Newco.

              


      

       

      
        	
                5.5

              	
                Option
      is Option Only. Except with respect to
      the payment by LI3 of the amounts set forth in Section
      4, the remaining payments under this Agreement shall be regarded as
      conditions required for the maintenance and exercise of the Option in good
      standing until duly exercised by LI3, but not as an obligation of LI3, and
      therefore LI3 will be entitled to decide, at any time and at LI3’s sole
      discretion, to discontinue and/or interrupt any disbursement set forth
      hereunder.

              


      

       

      
        	
                5.6

              	
                Voluntary
      Termination of First Option by LI3. LI3 may, at any time,
      by written notice to Lacus (with copy to the escrow agent), elect to
      terminate the First Option, provided that in such case the payments
      referrer to in Section
      4, which are held in escrow pursuant to Section
      8, will be released in favor of Lacus, in accordance with the terms
      and conditions foreseen under Lacus Escrow
  Agreements.

              


      

       

      
        	
                5.7

              	
                Obligations
      of LI3
      Upon Termination of First Option. Upon the termination
      of the First Option for any reason whatsoever other than the exercise
      thereof by LI3 in accordance with the provisions hereof, LI3 will
      :

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Transfer
      to Lacus on a sunk cost basis the
      AMI Properties acquired by LI3 in the terms and conditions set forth in
      Section
      7.1.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Cause
      the service provider under the Services Agreements
  to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                leave
      the Properties in good standing as at the effective date of termination,
      free and clear of all liens, charges, and encumbrances arising from
      operations by or on behalf of LI3, in a safe and orderly condition and in
      a condition which is in compliance with all applicable laws including,
      without limitation, with respect to reclamation and rehabilitation and
      including the clean-up and removal of any hazardous waste from the
      Properties that was introduced by or on behalf of
  LI3;

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (ii)

              	
                make
      available for pick up by Lacus, at the place of storage, all available
      samples, drill chips, core and cuttings, sample rejects and pulps, and any
      other physical material removed by or for LI3 from the Properties. All
      such information will be provided by LI3 without any representations as to
      the accuracy or correctness
thereof;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                comply
      with all obligations, and make all payments, accrued as of the date of
      termination with respect to the
Properties;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                unless
      otherwise specified by Lacus, remove from the Properties, within three (3)
      months of the effective date of termination, all machinery, equipment,
      supplies and facilities erected, installed, or brought upon the Properties
      by or at the instance of LI3, for which purpose LI3 and its agents will
      have full rights to enter on the Properties, subject to compliance with
      applicable law.

              


      

       

      SECTION 6 -
COVENANTS

       

      
        	
                6.1

              	
                No
      Liens.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                During
      First Exploration Phase. Lacus shall not,
      without LI3’s prior written consent, create or permit any Liens upon the
      Properties or any shares of Newco.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                During
      Second Exploration Phase. Neither Lacus
      nor LI3 shall, without obtaining the prior written consent of the other,
      create or permit any Liens upon (i) the Properties (which obligation shall
      be endorsed through the Newco) and (ii) Newco
  shares.

              


      

       

      
        	
                6.2

              	
                Duties
      and Obligations of Lacus.  During the
      First Exploration Phase Lacus shall have the duties and obligations to:
      (i) keep the Properties in good standing by the doing and filing, or
      payment in lieu thereof, of all necessary assessment work and payment of
      all taxes required to be paid and by the doing of all other acts and
      things and the making of all other payments required to be made which may
      be necessary in that regard; and (ii) conduct all work on or with respect
      to the Properties in a careful and minerlike manner and in accordance with
      the Applicable Laws of the jurisdiction in which the Properties are
      located.

              


      

       

      
        	
                6.3

              	
                Maintenance
      of the Properties.  During the
      First Exploration Phase, Lacus shall keep and maintain the Properties in
      good standing and existence with the relevant mining laws, including all
      payment of the Mining Fee.

              


      

       

      
        	
                6.4

              	
                Access
      Permits. Lacus will take all necessary measures to obtain the
      relevant consent from the surface landowners to access the surface
      properties for purposes of developing all works foreseen
      hereunder

              


      

       

      
        	
                6.5

              	
                Amendment
      of Category of Minerals. Prior to the Closing Date, Lacus shall
      have made all relevant efforts in order to have the category of mineral as
      evidenced in the mining files related to the Properties amended in order
      to reflect that in such Properties there have been indications of
      "lithium" and therefore, the concessions should be related to First
      Category of Minerals and not only Second Category of
    Minerals.

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      
        	
                6.6

              	
                Notices.  During the
      First Exploration Phase, each of Lacus and LI3 shall, in a timely manner,
      provide the other with copies of all notices and other documents it
      receives in respect of the Properties by any
  Person.

              


      

       

      
        	
                6.7

              	
                Newco
      Activity. Lacus shall incorporate the Newco prior to the exercise
      date the First option, provided that Lacus shall maintain the Newco with
      no corporate activity such time (including but not limited, the Newco
      shall have no indebtness, Claims, etc). For such purpose, as at the
      exercise date of the First Option, Lacus will furnish LI3 with a letter in
      relation to the Newco, addressing the customary representations and
      warranties of an M&A
transaction.

              


      

       

      SECTION 7 – FORMATION OF NEW
ARGENTINE COMPANY

       

      
        	
                7.1

              	
                Newco.
      Unless otherwise determined by Lacus and
  LI3:

              


      

       

      Prior to
the exercise of the First Option the Lacus will incorporate a new company in
Argentina (the “Newco”)
to hold the Properties in accordance with this Section
7.1.

       

      Upon the
exercise of the First Option, Lacus will (i) transfer the Properties and the AMI
Properties acquired by Lacus to the Newco and (ii) transfer to LI3 fifty-five
percent (55%) of the issued and outstanding shares of the Newco, provided that
at the time the Newco holds a one hundred percent (100%) undivided interest free
and clear of all liens, charges, encumbrances, security interests, royalties and
adverse Claims in and to the Properties and the AMI Properties, notwithstanding
that registration with the relevant mining authorities might not be
completed.

       

      Concurrently
with such transfers,(i) LI3 will transfer the AMI Properties acquired by LI3 to
the Newco free and clear of all liens, charges, encumbrances, security
interests, royalties and adverse Claims in and to such properties,
notwithstanding that registration with the relevant mining authorities might not
be completed. and (ii) LI3 and Lacus will enter in to a shareholders’ agreement
setting forth their respective rights and obligations of the shareholders of
Newco and the further exploration and development of the Properties, which
provisions will be agreed in good faith by the Parties prior to the Closing
following the term sheet attached as Schedule
“X”.

       

      Following
the incorporation of Newco, the affairs of Newco will be governed by the terms
and conditions set forth in Schedule
“VII”.

       

      Upon the
exercise by LI3 of the Second Option and/or the Third Option, as applicable, the
holdings of shares of Newco will be reorganized to reflect the respective
revised percentage interests of each Party in the Newco.

       

      
        	
                7.2

              	
                Alternative
      Structure. Notwithstanding Section
      7.1 hereinabove, the Parties could decide and implement (by mutual
      consent in writing) an alternative structure for purpose of holding the
      properties’ ownership and conducting the Mining Operations, in order to
      maximize tax efficiency.

              


      

       

      SECTION 8 –
ESCROW

       

      As of the
Closing Date, the Parties will enter into two escrow agreements in substantially
the form attached hereto as Schedule
"XII" (the "Lacus
Escrow Agreements") whereby LI3 shall place on
such date into escrow the aggregate sum of US$3,500,000.00, such
aggregate sum to secure the following payments:

       

      
        	
                 
      

              	
                (a)

              	
                US$3,000,000.00 to
      secure payments set forth in Section
      4(c)(iii) of this
Agreement.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                US$500,000.00 to secure
      payments set forth in Section
      4(b) of this Agreement.

              


      

       

      SECTION 9 –
GUARANTEES

       

      
        	
                9.1

              	
                In
      order to protect LI3’s interests in respect to the Option and the
      Properties, Lacus shall grant to LI3 the following
    guarantees:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                First
      Option Period. During the First Option Period, and until Lacus has
      (i) complied with the obligations set forth in Section
      5.2(d) herein, (ii) furnished LI3 with the certificate issued by
      the Mining Authority evidencing that the Properties have been registered
      in favour of the Newco, complies with all mining obligations (“régimen de amparo”) and
      is free and clear of all Liens, charges, encumbrances, security interests,
      royalties and adverse Claims, and (iii) furnished LI3 with representation
      and warranty letter referred to in Section
      6.7 hereof (the “Mortgage
      Secured Obligations”):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Mortgage: over
      the Properties, for an amount to be reasonably defined by LI3 prior to the
      Closing, guaranteeing compliance by Lacus to the Mortgage Secure
      Obligations, such mortgage to take effect on or prior to the Closing Date
      and to terminate upon the earlier of: (A) the expiry of the First Option
      Period, with the First Option not having been duly exercised, (B) the
      other termination of this Agreement with the First Option not having been
      duly exercised, unless terminated by LI3 due to Lacus’ fault, and (C) in
      the event the Fist Option is exercised by LI3, upon all Mortgage Secured
      Obligations have been duly fulfilled, at LI3’s satisfaction;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                An Irrevocable Power
      of Attorney: in favour of LI3 to (i) transfer the Properties to the
      Newco and (ii) transfer fifty-five percent (55%) of the issued and
      outstanding shares of the Newco to LI3, upon the due exercise of the First
      Option, such power of attorney be issued on the Closing Date and to
      terminate upon the earlier of: (A) the expiry of the First Option Period,
      with the First Option not having been duly exercised, (B) the other
      termination of this Agreement with the First Option not having been duly
      exercised, unless terminated by LI3 due to Lacus’ fault, and (C) in the
      event the Fist Option is exercised by LI3, upon all Mortgage Secured
      Obligations have been duly fulfilled, at LI3’s satisfaction,
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Escrow
      Agreement: to be drafted following the guidelines attached hereto
      as Schedule
      "XIII" (the "LI3
      Escrow Agreement"), which is to be
      entered prior to payment of the First Option’s exercise price, whereby
      payment of the exercise price of the First Option will be withheld in
      escrow until all Mortgage Secured Obligations have been duly fulfilled, at
      LI3’s satisfaction.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Second
      Exploration Phase. In the event LI3 has exercised the First Option
      and all Mortgage Secure Obligations have been duly fulfilled, at LI3’s
      satisfaction:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Pledge: over
      thirty percent (30%) of the issued and outstanding shares of the Newco
      held by Lacus, such pledge to take effect upon the effective date all
      Mortgage Secure Obligations have been duly fulfilled, at LI3’s
      satisfaction, and to terminate upon the earlier
  of:

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                A.

              	
                The
      expiry of the term to exercise the Second Option or the Third Option, with
      the Second Option or the Third Option –as applicable- not having been duly
      exercised.

              


      

       

      
        	
                 
      

              	
                B.

              	
                The
      other termination of this Agreement with the Second Option or the Third
      Option –as applicable- not having been duly exercised, unless terminated
      by LI3 due to Lacus’ fault.

              


      

       

      
        	
                 
      

              	
                C.

              	
                For
      twenty percent (20%) of Newco shares, in the event the Second Option is
      exercised by LI3, upon transfer to LI3 of the additional twenty percent
      (20%) of the issued and outstanding shares of the Newco (for greater
      certainty, the pledge will remain in full force regarding the remaining
      ten percent (10%) of Newco shares);

              


      

       

      
        	
                 
      

              	
                D.

              	
                For
      the remaining ten percent (10%) of Newco shares, in the event the Third
      Option is exercised by LI3, upon transfer to LI3 of the additional ten
      percent (10%) of the issued and outstanding shares of the Newco;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Irrevocable Power of
      Attorney: in favour of LI3 to transfer: (A) twenty percent (20%) of
      the issued and outstanding shares of the Newco held by Lacus to LI3, upon
      the due exercise of the Second Option, and (B) ten percent (10%) of the
      issued and outstanding shares of the Newco held by Lacus to LI3, upon the
      due exercise of the Third Option; such power of attorney be issued upon
      the effective date all Mortgage Secure Obligations have been duly
      fulfilled, at LI3’s satisfaction, and to terminate upon the earlier of:
      (A) the expiry of the term to exercise the Second Option and/or the Third
      Option, with such options not having been duly exercised; (B) the other
      termination of this Agreement with the Second Option and/or the Third
      Option not having been duly exercised, unless terminated by Lacus due to
      Lacus’ fault; and (C) in the event the Second Option and the Third Option
      are exercised, upon transfer of the twenty percent (20%) and the ten
      percent (10%) of the issued and outstanding shares of the Newco held by
      Lacus to LI3.

              


      

       

      
        	
                9.2

              	
                Notwithstanding
      Section
      9.1 hereinabove, in the event the Parties decide to implement an
      alternative structure as foreseen under Section
      7.2 herein, the Parties may agree on a different set of guarantees
      for purposes of fitting the new elected
  structure.

              


      

       

      SECTION 10 – EXPLORATION
WORKS

       

      
        	
                10.1

              	
                During
      First Exploration Phase.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Working
      Right. Lacus hereby grants to LI3 the irrevocable right to access
      the Properties as form the Effective Date until the date on which the
      First Option is Exercised (unless termination of the Agreement) to conduct
      exploration works solely through the Services Agreements, in respect of,
      and to have quiet and exclusive right  to access to the
      Properties (the "Working
      Right").

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Right
      to access. The right to access the Properties shall also comprise
      LI3’s officers, agents, employees and independent contractors, provided
      that Lacus shall be under no liability to LI3 for any personal injuries,
      including, without limitation, death or for any damage to the property of
      LI3, unless such injury or damage is due to the gross negligence or wilful
      misconduct of Lacus, its employees or
agents.

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (c)

              	
                Services
      Agreements. For purpose of performing the exploration, the Parties
      herby agree to enter into the Services Agreements detailed hereinbelow,
      pursuant to which Lacus will perform certain exploration works in the
      Properties during the First Exploration Phase, provided that no products
      will be taken from the Properties during the First Exploration Phase
      without LI3 consent, which consent is at the sole discretion of
      LI3:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Service Agreement
      I: (1) Term: to be
      entered as of Effective Date, and for a period of 6 months thereon; (2)
      Price:
      payment of the amounts set forth in Section
      4(c)(i) and 4(c)(ii)
      (or any other amount that LI3 may fund at LI3’s sole option, within such
      time-frame) will be made under the Service Agreement
  I.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Service Agreement
      II: (1) Term: to be
      entered as of Closing date, and to terminate on the earlier of the: (A)
      the expiry of the First Option Period, with the First Option not having
      been duly exercised, (B) the other termination of this Agreement with the
      First Option not having been duly exercised, and (C) in the event the Fist
      Option is exercised by LI3; (2) Price: payment
      of the amount set forth in Section
      4(c)(iii) (or any other amount that LI3 may fund at LI3’s sole
      option, within such time-frame) will be made under the Service Agreement
      II.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Exploration
      Works Standards. All work done by Lacus during the First
      Exploration Phase and its agents and contractors will be done in
      accordance with good and prudent international mining, exploration and
      development practice and in compliance with all applicable laws and
      regulations including all reclamation obligations. Lacus will be
      responsible for obtaining and maintaining (and causing any agent,
      contractor or subcontractor engaged), if available on commercially
      reasonable terms, adequate
insurance.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Executive
      Committee. All management decisions in connection with the
      exploration works to be performed within the First Exploration Phase will
      be decided by the Executive Committee, in the terms and condition set
      forth in Section
      13 herein.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Work
      Plans and Budgets. Each work plan and budget will be prepared by
      the Person indicated by the Executive Committee in respect of each of
      activities that are planned to start in the following month and will
      contain an itemized budget and projection of Expenditures to be incurred
      until a common milestone is achieved, the nature of the work to be
      performed and the expected schedule of implementation (collectively, a
      “Work
      Plan”). Each such Work Plan will be submitted to the Executive
      Committee by delivery of such Work Plan to the members no later than 5
      days prior to its discussion every month. The Executive Committee will
      meet within the following 5 days prior to the commencement of the period
      to which the proposed Work Plan relates to approve, modify or reject the
      proposed Work Plan.

              


      

       

      
        	
                10.2

              	
                After
      First Exploration Phase. As from the exercise of the First Option
      the Mining Operations in the Properties will be conducted by the Newco, in
      accordance with the decisions adopted by the Management Committee, which
      governing rules are attached hereto as Schedule
      “VII” and which could be further defined and described by the
      Parties as of the Closing..

              


      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      

       

      SECTION 11 – COSTS AND
EXPENDITURES

       

      
        	
                11.1

              	
                During
      First Exploration Phase.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Expenditures:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                LI3.
      LI3 shall bear the Expenditures, up to the amount set forth in Section
      4(c) as Work Commitments, which is to be paid under the Services
      Agreements, provided that LI3 shall not obligated to fund any other
      Expenditures in respect to the Properties other than as set out
      hereinabove.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Lacus.
      Lacus shall not be obligated to fund any Expenditures in respect to the
      Properties.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Mining
      Fee: LI3
      shall bear the costs of the mining fee of the
  Properties.

              


      

       

      Notwithstanding
the foregoing, Lacus shall be responsible for performing these payments under
the files as stated in Section
15.1(a) herein.

       

      
        	
                 
      

              	
                (c)

              	
                Third
      Parties Options Payments: LI3 shall bear the costs for the Third
      Parties Option Payments.

              


      

       

      Notwithstanding
the foregoing, Lacus shall be responsible for performing these payments under
the Third Parties Option Agreements. For such purpose, Lacus shall inform LI3
regarding any payments due with an anticipation of one month in order to have
enough time to anticipate the funds in due time.

       

      After
payment by Lacus, Lacus shall furnish LI3, within 10 calendar days from the
applicable payment, with copy of the relevant receipt evidencing payment
thereof.

       

      
        	
                 
      

              	
                (d)

              	
                Newco:
      the costs and expenses derived form the incorporation of the Newco will be
      borne by LI3.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Transfer
      of the Properties: the costs and expenses derived form the transfer
      of the Properties from Lacus to the Newco will be borne by
      Parties.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Transfer
      of the Shares: the costs and expenses derived form the transfer of
      Newco’s shares held by Lacus to LI3, upon exercise of the Option by LI3,
      will be borne by LI3..

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Guarantees
      by Lacus: the costs and expenses arising from having the guarantees
      set forth under Section
      9.1 herein in place, including but not limited to notary and escrow
      agent fees, will be borne by LI3.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Lacus
      Escrow Agreements: the costs and expenses arising from having the
      Lacus Escrow Agreements (as set forth under Section
      8 herein) in place, including but not limited the escrow agent
      fees, will be borne by Lacus.

              


      

       

      
        	
                11.2

              	
                During
      Second Exploration Phase. During the Second
      Exploration Phase all Expenditures will be borne by LI3, provided that for
      such purpose LI3 will fund the
Newco.

              


      

       

      Newco’s
funding by LI3 will not dilute Lacus’ pro rata participation in Newco, and for
such purposes the Parties will agree on the most efficient legal an tax scheme
to implement such funding and not diluting Lacus’ participation in
Newco.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      Notwithstanding
the foregoing, LI3 will be able to decide whether to incur or not in such
Expenditures at LI3’s sole option –in accordance with the allocation guidelines
dictated by the Management Committee-, provided that the foregoing shall not be
construed that LI3 is obliged to incur in any Expenditure.

       

      
        	
                11.3

              	
                After
      Second Exploration Phase. As from expiration of the Second
      Exploration Phase each Party will thereafter be responsible for its pro
      rata share of all Expenditures that may arise, provided that to the extent
      it is feasible such Expenditures will be borne with Newco’s
      cashflow.

              


      

       

      In the
event Newco’s cashflow is not enough to cover all Expenditures (including
repayment of the financing obtained in pursuant to Section
5.4(a)(ii) herein), the Parties will have to capitalize the Newco (or
otherwise provide the Newco with sufficient funds) in order to allow the Newco
to cover such Expenditures, provided that failure to comply with such obligation
will result in application of Section
17.4 herein.

       

      For
purposes of certainty, all cost and expenditures derived from the financing
incurred pursuant to Section
5.4(a)(ii) herein, including but not limited to repayment of principal
and interests thereunder, and all cost and expenditures derived from entering
into such agreement (including but not limited to notary and legal fees) shall
be deem to have been incurred after expiration of the Second Exploration
Phase.

       

      SECTION 12 –
CLOSING

       

      
        	
                12.1

              	
                Closing
      The transaction shall be completed at 10:00 a.m. Buenos Aires time (the
      “Closing
      Time”), on the Closing Date, at the offices of HOLT Abogados,
      located at Av. Santa Fe 1592, 4th
      Floor, Buenos Aires, Argentina or at such other time or at such other
      location as may be mutually agreed upon in writing by the Parties hereto,
      but in any event the Closing Date shall be no later than 90 calendar days
      following the Effective Date, subject to any extensions that may be
      granted in by LI3 or as the Parties may otherwise agree in
      writing.

              


      

       

      
        	
                12.2

              	
                Closing
      Documents. At the Closing Time, Lacus shall deliver or cause to be
      delivered to LI3 at the place of the Closing the following closing
      Documents:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      certificate signed by Lacus, dated as of the Closing Date confirming the
      truth and accuracy, in all material respects of Lacus’ representations and
      warranties as set out in this Agreement, on and as of the Closing Date,
      and that the covenants and agreements of Lacus to be observed and
      performed at or before the Closing pursuant to this Agreement have been
      duly observed and performed in all material
  respects;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                sufficient
      evidence that Lacus has complied with the covenant set forth in Section
      6.5 hereof.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                an
      opinion dated the Closing Date, from counsel for Lacus in such form as is
      satisfactory to LI3, such opinion to confirm that as of the Closing Date
      the mining claims comprising the Properties have been validly located and
      recorded in accordance with all Applicable Laws and Lacus is the sole
      recorded and beneficial owner of the
Properties;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      certificate issued by the Mining Authorities evidencing that the
      Properties are in good standing, have been registered in favour of Lacus,
      compliy with all mining obligations (“regimen de amparo”) and
      are free and clear of all Liens, charges, and
  encumbrances;

              


      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (e)

              	
                the
      Guarantees set forth in Section
      9.1(a)(i) and 9.1(a)(ii)
      herein;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                a
      Power of Attorney, pursuant to Section
      15.3 hereof.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                evidence
      that the Properties have been surveyed and registered as mines in
      accordance with Applicable Laws, and therefore eligible to me mortgaged,
      at LI3’s satisfaction.

              


      

       

      At the
Closing Time, LI3 shall deliver or cause to be delivered to Lacus at the place
of the Closing a certificate signed by LI3, dated as of the Closing Date
confirming the truth and accuracy, in all material respects of LI3’
representations and warranties as set out in this Agreement, on and as of the
Closing Date, and that the covenants and agreements of LI3 to be observed and
performed at or before the Closing pursuant to this Agreement have been duly
observed and performed in all material respects;

       

      
        	
                12.3

              	
                Sign
      Off. At the Closing Time, Lacus and LI3 will sign off a version of
      the following documents, which final version will be executed by the
      Parties in the relevant dates in substantially the form signed off as of
      Closing Date:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Newco’s
      By-Laws;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Shareholders
      Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Guarantees
      set forth in Section
      9.1(b)(i) and 9.1(b)(ii).

              


      

       

      
        	
                 
      

              	
                (d)

              	
                LI3
      Escrow Agreement, pursuant to Section
      9.1(a)(iii) hereof.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Full
      version of Management Committee Rules, to be drafted following the general
      terms and conditions attached hereto as Schedule
      “VII”.

              


      

       

      
        	
                12.4

              	
                Execution
      Agreements. At the Closing Time, Lacus and LI3 will execute the
      following agreements:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Services
      Agreement II; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Lacus
      Escrow Agreements.

              


      

       

      
        	
                12.5

              	
                Non-Performance
      of Conditions.  In the event that any of the conditions
      set forth in this Section
      12 of this Agreement shall not be fulfilled and/or performed at or
      before the Closing Time, Lacus will be subject to a daily penalty of
      US$1,000.00.

              


      

       

      Notwithstanding
the foregoing, LI3 may terminate this Agreement by notice in writing to Lacus
and LI3 shall thereupon be released from all obligations under this Agreement,
and LI3 may refer the matter to arbitration pursuant to Section
18.7,
seeking such relief as it may deem appropriate.

       

      SECTION 13 – EXECUTIVE
COMITEE

       

      
        	
                13.1

              	
                As
      of Effective Date and during the First Exploration Phase, the exploration
      works until exercise of the First Option, will be governed by a board of
      members (the “Executive
      Committee”), which will consist of two (2) members, nominated by
      LI3 and Lacus respectively and that would also be entitled to nominate two
      alternates that would replace the members in case of absence or
      incapacity.

              


      

       

      
        	
                13.2

              	
                The
      Executive Committee will meet at least once every month either with the
      members being present or by phone or videoconference and written minutes
      will be kept evidencing the decisions
taken.

              


      


      
        
           


        

        
          22

          
            

          

        

        
           


        

      

       

      
        	
                13.3

              	
                Each
      member will, through its representative, have a vote in the Executive
      Committee meetings. Decisions shall be unanimous. In the event of a
      deadlock, the dispute which is the subject of the deadlock will be
      referred to an arbitrator and since such dispute could mainly relate to
      technical matters in connection with the exploration and development of
      the Properties, the arbitrator will be a qualified professional engineer
      or geoscientist as defined by National Instrument 43-101 –
      Standards of
      Disclosure for Mineral Projects of the Canadian Securities
      Administrators, with recognized expertise in the exploration and
      development of mineral deposits that would be elected by the
      Parties

              


      

       

      
        	
                13.4

              	
                The
      main task of the Executive Committee would be to determine the general
      policies, objectives, proceedings, methodology and actions related to this
      First Exploration Phase including though not limited
  to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      discussion and approval of a budget and Work Plan for the exploration
      works once a month. Once the budget has been duly approved by the
      Executive Committee then this will be reflected in the relevant minute and
      informed in order for the funds to be advanced in due
  time;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      strategy related to community relations for the Properties during the
      First Exploration Phase and also considering the actions that would
      continue through the Second Exploration Phase, as well as any expenses
      related to any community relations issues that may arise at any time in
      connection with the Properties;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      strategy related to the handling of the mining files related to the
      Properties, including though not limited to applications of easements,
      extending the Properties, acquisition of surface land,
    etc.;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      strategy and decisions related to the Third Parties Option Agreements in
      place and therefore the decision regarding the payments to be made in each
      agreement and/or the decision to terminate such
  agreements;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                to
      appoint a technical committee

              


      

       

      among any
other issues that the members of the Executive Committee may understand
necessary for the First Exploration Phase.

       

      SECTION 14 – ACCESS TO DATA AND
CONFIDENTIALITY

       

      As of
Effective Date Lacus will provide to LI3 access to, or copies of, all existing
data of the Properties, which will (subject to the provisions of this paragraph)
be held in confidence by the LI3.

       

      As of
Closing Date, Lacus will disclose and provide to LI3 the available results
on new samples taken on the period comprised between the Effective Date and
Closing Date, in line with the terms and conditions set forth in the Services
Agreement I.

       

      As of
Closing Date Lacus will provide to LI3, upon request, access to all reports,
maps, sections, drill logs, assay results, core, sample pulps, studies and all
other records or data (paper or electronic) and physical samples or material
with respect to all work performed on or concerning, or extracted from, the
Properties, to the extent the same are in the Lacus’ possession or control
(collectively, the “Properties
Data”). Each Party will be entitled to take copies of all Properties Data
from time to time. All existing data, Properties Data and any other non-public
information with respect to the Properties and the activities of the Parties
thereon generated pursuant to this Agreement will be held in confidence, subject
to the right of any party to release any such information as required by
applicable law or the rules, regulations, bylaws, policies and listing
agreements of any stock exchange upon which the shares of a party (or any of its
affiliates) are listed, including laws, rules, regulations, bylaws, policies or
instruments which require the disclosure of such information in connection with
completing a financing of a Party or the filing of an annual information form of
a Party. If a party (or any of its affiliates) proposes to issue a press release
or other public disclosure, it will provide a copy of such disclosure to the
other parties not less than two (2) business days prior to the proposed release,
filing or dissemination thereof, and such parties will have the right to review
and provide comments on any such disclosure to the disclosing party. The
disclosing party is obligated to consider all such comments in good
faith.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      SECTION 15 – MANAGEMENT OF THE
PROPERTIES

       

      
        	
                15.1

              	
                Lacus
      shall have the obligation to keep the Properties in good standing
      according to Applicable Laws.  In this sense, the Mining Fee and
      the investments plan obligations are to be complied with for the
      Properties in due time.

              


      

       

      In this
regard, it is expressly agreed that:

       

      
        	
                 
      

              	
                (a)

              	
                evidence
      of the Mining Fee payments will be provided to LI3 on each opportunity of
      payment.  LI3 shall be responsible for the costs involved to
      keep the Properties in good standing as of the Closing Date and Lacus
      shall inform LI3 regarding any payments due with an anticipation of one
      month in order to have enough time to anticipate the funds in due time.
      After payment by Lacus, Lacus shall furnish LI3, within 5 calendar days
      from the applicable payment, with copy of the relevant receipt evidencing
      payment thereof.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      connection with the investment plan, if the obligation to file such plan
      in connection with the Properties or some of the Properties is due prior
      to exercise of the First Option, then the Executive Committee will agree
      and decide on the content and scope of such investment plan or plans as
      required by Applicable Laws.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      strategy to manage the Properties and therefore any mandatory or non
      mandatory filings or presentations to be made in the files will be
      expressly agreed and discussed within the Executive
    Committee.

              


      

       

      
        	
                15.2

              	
                The
      Executive Committee will have the right at any time during the First
      Exploration Phase to decide whether any Properties are to be excluded or
      extended or in other way decide regarding the strategy to manage and
      handle the Properties, eg. formation of a mining group, application of
      easements to develop mining infrastructure,
etc.

              


      

       

      
        	
                15.3

              	
                In
      connection with the maintenance of the Properties in good standing and for
      all legal purposes, Lacus grants an Irrevocable Power of Attorney to LI3
      in order to directly exercise any actions that may be required to keep the
      Properties in good standing and/or to cure any omission incurred by Lacus
      in connection with such actions.

              


      

       

      SECTION 16 – AREA OF MUTUAL
INTEREST

       

      The
Parties agree that any acreage outside the Properties within the three Salars,
identified as Centenario, Pocitos and Rincón Salars and as described in Schedule
“II” constitutes
an area of mutual interest where acquisitions or disposition of AMI Properties
will be coordinated and agreed by the Executive Committee


      
        
           


        

        
          24

          
            

          

        

        
           


        

      

       

      It is
further agreed that such area of mutual interest (“AMI”) will only include lithium
and potash mining properties which are in an early stage of exploration and
therefore the Parties will not be prevented from entering into agreements with
other third parties regarding projects which are excluded from the AMI and/or
projects that are not in an early stage of exploration and/or which do not
relate to lithium or potash, except for any properties related to the Third
Parties Option Agreements while in force.

       

      In the
case LI3 decides to develop any other project in the vicinity of the AMI, LI3
shall always make the best efforts to allow the different projects to reach
Commercial Production and mutually benefit from infrastructure, water,
etc.

       

      SECTION 17 – RELATIONSHIP
BETWEEN THE PARTIES AS FROM EXPIRATION OF SECOND EXPLORATION PHASE

       

      
        	
                17.1

              	
                Governing
      Body. The Mining Operations in the Properties will be conducted by
      the Newco, in accordance with the Shareholders ́ Agreement and the
      decisions adopted by the Management
Committee.

              


      

       

      
        	
                17.2

              	
                Expenditures.
      Each Party will thereafter be responsible for its pro rata share of
      Expenditures, as stated in Section
      11.3 hereof.

              


      

       

      
        	
                17.3

              	
                Funding
      of Newco.
      Funds required by Newco for its operations and for payment of
      expenditures and any other expenses in connection with the Properties and
      operations thereon will be advanced to Newco by the Parties in such manner
      (i.e. by way of shareholder loans, subscriptions for additional shares of
      Newco or other procedure) as determined by the Management Committee, which
      will determine the most tax-efficient method for the making of such
      advances, taking into account the potential repayment
    thereof.

              


      

       

      
        	
                17.4

              	
                Failure
      in Funding the Newco. Failure by a Party to provide its share of a
      cash call funds within the term indicated by the Shareholders ́ Agreement
      and the Management Committee will be deemed to be an election by such
      Party that it is not participating in such cash call and the Management
      Committee will be entitled to invite the other Party to contribute such
      shortfall, provided that such action would result in a dilution of the
      interest of the relevant Party in the
Newco.

              


      

       

      
        	
                17.5

              	
                Dilution
      to Net Profits Interest

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Upon
      the dilution of the shareholding participation of a Party to less than ten (10%)
      percent, such Party will have to transfer all of its Newco’s shares
      to the other Party, in consideration of a right to receive payments from
      Newco equal to a percentage  of the net profits from the
      operation exclusively of the Properties (such term and percentage to be
      defined by the Parties as of the Closing) - and without taking into
      account any profits derived from operations being conducted in combination
      with other mining properties.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Upon
      the dilution of the shareholding participation of a Party to less than fifteen (15%)
      percent
      and provided that Section 17.5(a) does not
      apply, such Party will have the option –at its sole discretion- to
      transfer all of its Newco’s shares to the other Party, which consideration
      or parameters for such shall be defined by the Parties as of the
      Closing..

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Following
      a transfer pursuant to Section
      17.5(a)
      or 17.5(b)
      above, the Party holding the net profits interest pursuant to Section
      17.5(a) or beneficiary of the benefit or consideration pursuant to
      Section
      17.5(b) will no longer be a Party neither a shareholder of the
      Newco, provided that the foregoing will not relieve such Party of its
      share of any liability, whether it accrued before or after reduction or
      conversion, arising out of operations conducted prior to such reduction or
      conversion. A former Party’s share of such liability will be equal to its
      pro rata share interest at the time that such liability was
      incurred.

              


      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      

       

      SECTION 18 - GENERAL BUSINESS
CONDITIONS

       

      
        	
                18.1

              	
                Payments.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      payments to be made by LI3 under this Agreement will be paid in U.S.
      dollars, in immediately available funds, by wire transfer to the account
      indicated in Schedule
      “XVI” hereto or to such other bank account located overseas
      instructed by Lacus in writing.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In
      the event a payment is to be made in Argentina, it shall be construed that
      such payment has been made in U.S. dollars if the relevant payment is made
      in Pesos, at the exchange rate published by the Banco de la Nación
      Argentina for dollar bills vendor type on the day prior to the payment
      date.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      Section
      18.1(a) and 18.1(b)
      hereinabove,

              


      

       

      
        	
                 
      

              	
                (i)

              	
                LI3
      will have the option, at LI3’s sole and absolute discretion, to pay up to
      thirty percent (30%) of the amount referred to in Section
      5.3(c), in restricted shares of LI3’s common stock (“LI3
      Shares”).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                LI3
      will be able, upon Lacus’ written consent (to be granted at Lacus’ sole
      and absolute discretion), to pay all other amounts under this Agreement,
      in restricted LI3 Shares.

              


      

       

      
        	  	
                (d)

              	
                For
      purposes of Section
      18.1(c) above:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      number of LI3 Shares issuable to Lacus pursuant to Section
      17.1(c) above shall be calculated using the weighted average
      trading price of LI3 shares on the relevant exchange for the thirty day
      period preceding the payment date.

              


      

       

      In the
event of a change in capitalization affecting the LI3 Shares, such as a
subdivision, consolidation or reclassification of the shares or other relevant
changes in shares, including any adjustment arising from a merger, acquisition
or plan of arrangement, such proportionate adjustments, if any, appropriate to
reflect such change shall be made with respect to the number of shares to be
issued to Lacus pursuant to this Agreement.

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Parties acknowledge that the shares to be issued and delivered pursuant to
      this Agreement will, when issued, be restricted securities subject to a
      hold period under Applicable Law, particularly the US Securities
      Laws.

              


      

       

      
        	  	
                (e) 

              	
                Representations Relating
      to Lacus’s Acquisition of the LI3
    Shares.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Lacus
      is acquiring the LI3 Shares for investment for its own account and not
      with the view to, or for resale in connection with, any distribution
      thereof.  Lacus understands and acknowledges that the LI3 Shares have
      not been registered under the Securities Act or any state or foreign
      securities laws, by reason of a specific exemption from the registration
      provisions of the Securities Act and applicable state and foreign
      securities laws, which depends upon, among other things, the bona fide
      nature of the investment intent as expressed herein.  Lacus further
      represents that it does not have any contract, undertaking, agreement or
      arrangement with any Person to sell, transfer or grant participation to
      any third person with respect to any of the LI3
    Shares. 

              


      

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (ii)

              	
                Lacus
      understands that an active public market for LI3 Common Stock may not now
      exist and that there may never be an active public market for the LI3
      Shares acquired under this
Agreement.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Lacus
      either (i) is an “accredited investor” as defined in Rule 501 of
      Regulation D as promulgated by the Securities and Exchange Commission
      under the Securities Act or (ii) is not a “U.S. Person” as defined in
      Regulation S as promulgated by the Securities and Exchange Commission
      under the Securities Act, and, in each case, shall submit to LI3 such
      further assurances of such status as may be reasonably requested by
      LI3.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Lacus,
      if a non-U.S. Person, agrees that it is acquiring the LI3 Shares in an
      offshore transaction pursuant to Regulation S and hereby represents to LI3
      as follows:

              


      

       

      
        	
                 
      

              	
                A.

              	
                Lacus
      is outside the United States when receiving and executing this
      Agreement;

              


      

       

      
        	
                 
      

              	
                B.

              	
                Lacus
      has not acquired the LI3 Shares as a result of, and will not itself engage
      in, any “directed selling efforts” (as defined in Regulation S) in the
      United States in respect of the LI3 Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the LI3 Shares; provided, however, that Lacus may
      sell or otherwise dispose of the LI3 Shares pursuant to registration of
      the LI3 Shares under the Securities Act and any applicable state and
      provincial securities laws or under an exemption from such registration
      requirements and as otherwise provided
herein;

              


      

       

      
        	
                 
      

              	
                C.

              	
                Lacus
      understands and agrees that offers and sales of any of the LI3 Shares
      prior to the expiration of a period of one year after the Closing Date
      (the “Distribution Compliance Period”), shall only be made in compliance
      with the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the Securities Act or an exemption therefrom,
      and that all offers and sales after the Distribution Compliance Period
      shall be made only in compliance with the registration provisions of the
      Securities Act or an exemption therefrom, and in each case only in
      accordance with all applicable securities
laws;

              


      

       

      
        	
                 
      

              	
                D.

              	
                Lacus
      understands and agrees not to engage in any hedging transactions involving
      the LI3 Shares prior to the end of the Distribution Compliance Period
      unless such transactions are in compliance with the Securities Act;
      and

              


      

       

      
        	
                 
      

              	
                E.

              	
                Lacus
      hereby represents that it has satisfied itself as to the full observance
      of the laws of its jurisdiction in connection with any invitation to
      subscribe for the LI3 Shares or any use of this Agreement, including: (a)
      any applicable legal requirements incumbent upon Lacus within its
      jurisdiction for the purchase of the LI3 Shares; (b) any foreign exchange
      restrictions applicable to such purchase; (c) any governmental or other
      consents that Lacus may need to obtain; and (d) the income tax and other
      tax consequences, if any, that may be relevant to the purchase, holding,
      redemption, sale or transfer of the LI3 Shares. Lacus’s subscription and
      payment for, and its continued beneficial ownership of the LI3 Shares,
      will not violate any applicable securities or other laws of Lacus’s
      jurisdiction.

              


      

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (v)

              	
                Lacus
      represents that neither it nor, to its knowledge, any Person or entity
      controlling, controlled by or under common control with it, nor any Person
      having a beneficial interest in it, nor any Person on whose behalf Lacus
      is acting: (i) is a Person listed in the Annex to Executive Order No.
      13224 (2001) issued by the President of the United States (Executive Order
      Blocking Property and Prohibiting Transactions with Persons Who Commit,
      Threaten to Commit, or Support Terrorism); (ii) is named on the List of
      Specially Designated Nationals and Blocked Persons maintained by the U.S.
      Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is
      providing banking services indirectly to a non-U.S. shell bank; (iv) is a
      senior non-U.S. political figure or an immediate family member or close
      associate of such figure; or (v) is otherwise prohibited from investing in
      LI3 pursuant to applicable U.S. anti-money laundering, anti-terrorist and
      asset control laws, regulations, rules or orders (categories (i) through
      (v), each a “Prohibited Lacus”). Lacus agrees to provide LI3, promptly
      upon request, all information that is reasonably necessary or appropriate
      to comply with applicable U.S. anti-money laundering, anti-terrorist and
      asset control laws, regulations, rules and orders. Lacus consents to the
      disclosure to U.S. regulators and law enforcement authorities by LI3 and
      its affiliates and agents of such information about Lacus as is reasonably
      necessary or appropriate to comply with applicable U.S.
      anti-money-laundering, anti-terrorist and asset control laws, regulations,
      rules and orders. Lacus acknowledges that if, following its investment in
      LI3, LI3 reasonably believes that Lacus is a Prohibited Lacus or is
      otherwise engaged in suspicious activity or refuses to promptly provide
      information that LI3 requests, LI3 has the right or may be obligated to
      prohibit additional investments, segregate the assets constituting the
      investment in accordance with applicable regulations or immediately
      require Lacus to transfer the shares of Common Stock.  Lacus further
      acknowledges that Lacus will have no claim against LI3 or any of its
      affiliates or agents for any form of damages as a result of any of the
      foregoing actions.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Lacus
      realizes that because of the inherently speculative nature of business
      activities and investments of the kind contemplated by LI3, LI3’s
      financial position and results of operations may be expected to fluctuate
      from period to period and will, generally, involve a high degree of
      financial and market risk that can result in substantial or, at times,
      even total loss of the value of the LI3
Shares.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Lacus
      acknowledges and agrees that LI3 is a “shell company” as defined in Rule
      12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).  Pursuant to Rule 144(i) under the Securities Act, securities
      issued by a current or former shell company (such as the LI3 Shares) that
      otherwise meet the holding period and other requirements of Rule 144
      nevertheless cannot be sold in reliance on Rule 144 until one year after
      the date on which LI3 files current “Form 10 information” (as defined in
      Rule 144(i)) with the SEC reflecting that it ceased being a shell company,
      and provided that at the time of a proposed sale pursuant to Rule 144, the
      issuer is subject to the reporting requirements of section 13 or 15(d) of
      the Exchange Act and has filed all reports and other materials required to
      be filed by section 13 or 15(d) of the Exchange Act, as applicable, during
      the preceding 12 months (or for such shorter period that the issuer was
      required to file such reports and materials), other than Form 8-K
      reports.  As a result, the restrictive legends on certificates for
      the LI3 Shares set forth below cannot be removed except in connection with
      an actual sale meeting the foregoing
  requirements.

              


      

       

      
        
           


        

        
          28

          
            

          

        

        
           


        

      

       

      
        	
                18.2

              	
                Indemnity.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Indemnity
      Provision. Each of Lacus’ and LI3’s representations and warranties
      set out in this Agreement or in any agreement, certificate or any other
      document delivered or given pursuant to this Agreement have been relied on
      by LI3 and/or Lacus, as applicable, in entering into this Agreement and
      shall survive the execution and delivery of this Agreement and completion
      of the transactions contemplated by this Agreement and, notwithstanding
      such completion or any investigation made by or on behalf of the
      respective Party, shall continue in full force and effect for the benefit
      of the respective Party for a period of five (5) years after termination
      of this Agreement, after which, unless a Claim has been made in writing
      hereunder by one Party against another Party, no Party shall have any
      further obligation or liability to the other Parties.  Each
      Party (the "Indemnifying
      Party") shall indemnify and hold harmless the other Party and such
      Party's officers, directors, employees and shareholders (collectively, the
      "Indemnified
      Parties"), from and against any and all Claims suffered or incurred
      by any Indemnified Party at any time as a result of any misrepresentation
      or breach of representation, warranty, covenant or obligation contained in
      this Agreement or arising out of activities by the Indemnifying Party on
      the Properties.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Procedure
      for Indemnification.  If any Claim is asserted against an
      Indemnified Party in respect of which such Indemnified Party may be
      entitled to indemnification under this Agreement, written notice of such
      Claim shall promptly be given to the Indemnifying Party.  The
      Indemnifying Party shall have the right, but not the obligation, by
      notifying the Indemnified Party within thirty (30) days after its receipt
      of the notice of the Claim, to assume the entire control of (subject to
      the right of the Indemnified Party to participate, at the Indemnified
      Party's expense and with counsel of the Indemnified Party's choice), the
      defence, compromise, or settlement of the matter, including, at the
      Indemnifying Party's expense, employment of counsel of the Indemnified
      Party's choice.  Any damages to the assets or business of the
      Indemnified Party caused by a failure by the Indemnifying Party to defend,
      compromise, or settle a Claim in a reasonable and expeditious manner
      requested by the Indemnified Party, after the Indemnifying Party has given
      notice that it will assume control of the defence, compromise, or
      settlement of the matter, shall be included in the damages for which the
      Indemnifying Party shall be obligated to indemnify the Indemnified
      Party.  Any settlement or compromise of a matter by the
      Indemnifying Party shall include a full release of Claims against the
      Indemnified Party which has arisen out of the indemnified Claim or
      demand.

              


      

       

      
        	
                18.3

              	
                Confidentiality.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Confidential
      Information.  Except as otherwise provided in this Section
      18.3, the terms and conditions of this Agreement, and all data,
      reports, records, and other information of any kind whatsoever developed
      or acquired by any Party in connection with this Agreement shall be
      treated by the Parties as confidential ("Confidential
      Information") and no party shall reveal or otherwise disclose such
      Confidential Information to third parties except as required, or
      permitted, by the Agreement without the prior written consent of the other
      Party, not to be unreasonably or arbitrarily withheld or
      delayed.  Confidential Information that is available or that
      becomes available in the public domain, other than through a breach of
      this provision by a party, shall no longer be treated as Confidential
      Information.

              


      


      
        
           


        

        
          29

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                Affiliates.  The
      foregoing restrictions shall not apply to the disclosure of Confidential
      Information to any Affiliate, to any public or private financing agency or
      institution, to any contractors or subcontractors which the Parties may
      engage and to employees and consultants of the Parties or to any third
      party to which a Party contemplates the transfer, sale, assignment,
      encumbrance or other disposition of all or part of its rights and interest
      hereunder or in the Properties pursuant to and in accordance with the
      provisions of this Agreement or with which Party or its Affiliate
      contemplates a merger, amalgamation or other corporate reorganization,
      provided, however, that in any such case only such Confidential
      Information as such third party shall have a legitimate business "need to
      know" shall be disclosed and the Person to whom disclosure is made shall
      first undertake in writing to protect the confidential nature of such
      Confidential Information at least to the same extent as the Parties are
      obligated under this Section
      18.3.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Disclosure.  In
      the event that a Party is required to disclose Confidential Information to
      any government, any court, agency or department thereof, or any stock
      exchange, to the extent required by Applicable Laws, rule or regulation,
      the Party so required shall immediately notify the other Party of such
      requirement and the terms thereof, and the proposed form and content of
      the disclosure prior to such submission.  The other Party shall
      have the right not less than one (1) Business Day prior to such disclosure
      to review and comment upon the form and content of the disclosure and to
      object to such disclosure to the court, agency, exchange or department
      concerned, and to seek confidential treatment of any Confidential
      Information to be disclosed on such terms as such party shall, in its sole
      discretion, determine, provided that this Section
      18.3 shall not apply and shall not operate to in any manner
      restrict or prohibit the continuous disclosure obligations of any Party
      under the terms of any Applicable Laws.  In addition, where
      there is no legal requirement that a Party identify the other in a public
      announcement or statement to be made, such public announcement or
      statement shall not be made or released without the consent of the other
      Party, such consent not to be unreasonably
  withheld.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Exceptions.  Notwithstanding
      the provisions of this Section
      18.3 above, LI3
      acknowledges and agrees that, throughout the term of this Agreement, Lacus
      shall be free to disseminate news on a reasonable schedule and basis, in
      accordance with appropriate Laws, provided that LI3 has the opportunity to
      promptly review and comment on said news release within one (1) Business
      Day prior to its dissemination.  Similarly, LI3 shall be free to
      disseminate news on a reasonable schedule and basis, in accordance with
      appropriate Laws, provided that Lacus has the opportunity to promptly
      review and comment on said news release within one (1) Business Day prior
      to its dissemination.

              


      

       

      
        	
                18.4

              	
                Default. If any Party defaults
      in the performance of any of its obligations hereunder, the Party affected
      by such default may give notice to the defaulting Party, and if the
      defaulting Party does not cure such default
  within:

              


      


      
        
           


        

        
          30

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of a default by LI3 of any of payment hereunder, fourteen (14)
      days, or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of any other default, thirty (30) days, provided that if any such
      default (other than with respect to the payment of monies) is, by its
      nature, not able to be cured within a thirty (30) day period, and the
      party in default commences reasonable steps to begin to cure such default
      within the thirty (30) day period specified in this subparagraph (b), such
      Party will be allowed such additional time as may be reasonably required
      to cure such default so long as it assiduously proceeds with the curing of
      such default during such period, but not to exceed ninety (90)
      days,

              


      

       

      after
receipt of such notice, then:

       

      
        	
                 
      

              	
                (c)

              	
                if
      the affected party is Lacus and the uncured default is a default by LI3
      pursuant to any of the provisions specified in subparagraph (a) prior to
      the exercise of the First Option, Lacus may terminate the First Option;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                if
      Lacus elects not to terminate the First Option pursuant to subparagraph
      (c), or in the case of any other default which is not cured, the affected
      Party may refer the matter to arbitration pursuant to Section
      18.7,
      seeking such relief as it may deem
appropriate.

              


      

       

      
        	
                18.5

              	
                Governing
      Law. This
      agreement will be governed by and interpreted in accordance with the laws
      of Nevada, United States of America

              


      

       

      
        	
                18.6

              	
                Assignment.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No
      assignment of this Agreement or of any rights or obligations hereunder may
      be made by any Party, directly or indirectly (by operation of law or
      otherwise), without the prior written consent of the other Party and any
      attempted assignment without the required consent shall be void; provided, however, that
      the LI3 may exercise, comply with and enforce –at LI3’s sole discretion-
      any LI3’s right and obligation hereunder through an Argentine’s Affiliate,
      including but not limited to (i) payments foreseen hereunder, and (ii)
      holding of Newco’s shares.

              


      

       

      Except
pursuant to an assignment by a Party that is expressly permitted by the
immediately preceding sentence, no assignment of any obligations hereunder shall
relieve the Parties of any such obligations.

       

      
        	
                 
      

              	
                (b)

              	
                As
      form the Second Exploration Phase, assignment of rights and obligations by
      the Parties hereunder will be governed by the Newco’s by-law and the
      Shareholders Agreement.

              


      

       

      
        	
                18.7

              	
                Arbitration. The Parties shall
      attempt to resolve any dispute, controversy or claim (each, a "Dispute")
      arising directly or indirectly out of this Agreement within forty five
      (45) calendar days after either of them provides notice to the other;
      provided, however, that any Dispute not resolved by the Parties within
      such forty five (45) calendar day period shall be solely and finally
      settled by arbitration in New York in accordance with the Rules of
      Conciliation and Arbitration of the International Chamber of Commerce. The
      Dispute will be settled by a single arbitrator appointed by agreement of
      the Parties within ten (10) days counted as from the lapsing of the thirty
      (30)-day term established for the answer of the "Request for Arbitration"
      submitted by plaintiff, or by the President of the International Chamber
      of Commerce lacking such agreement. The arbitrator shall be fluent in the
      English language and familiar with international commercial transactions.
      The arbitration proceeding will be held in the English language and all
      opinions and awards will be issued in English. The costs of the
      arbitration and enforcement of the award shall be an issue determined by
      the arbitrator. The Parties hereby waive their right to submit any such
      Dispute to any other court or jurisdiction that may apply
    for.

              


      


      
        
           


        

        
          31

          
            

          

        

        
           


        

      

       

      
        	
                18.8

              	
                Force
      Majeure. No
      party will be liable for its failure to perform any of its obligations
      under this agreement due to a cause beyond its control (except those
      caused by its own lack of funds) (each an “Intervening
      Event”) including, but not limited to, acts of God, fire, flood,
      explosion, strikes, lockouts or other industrial disturbances, laws, rules
      and regulations or orders of any duly constituted governmental authority,
      excessive delays in obtaining, or the refusal to issue, any required
      permits or licenses, or non-availability of materials, supplies, labour or
      transportation. All time limits imposed by this agreement will be extended
      by a period equivalent to the period of delay resulting from an
      Intervening Event. A party relying on an Intervening Event will take all
      reasonable steps to eliminate an Intervening Event and, if possible, will
      perform its obligations under this Agreement as far as practical, but
      nothing herein will require such Party to settle or adjust any labour
      dispute or to question or to test the validity of any law, rule,
      regulation or order of any duly constituted governmental
      authority.

              


      

       

      
        	
                18.9

              	
                Adverse
      Claims as to Title to the Properties. If during the First
      Exploratory Period  there are any adverse claim or claims
      respecting:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Properties which does not arise from LI3's activities on the Properties;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                defects
      of title affecting all or a portion of the
  Properties,

              


      

       

      (each, an
“Adverse
Claim”) Lacus
will, at its sole expense, take immediate steps to defend against, settle or
resolve any such Adverse Claim, and will continue to take all such actions, in a
timely manner, as may be reasonably necessary in that regard until such time as
such Adverse Claim is judicially or otherwise fully settled and determined.
Lacus will save LI3 harmless from and will indemnify LI3 from and against any
loss resulting from any Adverse Claims. If Lacus is unable or refuses to timely
defend against, settle or resolve any Adverse Claim, LI3 may, without affecting
Lacus' obligations hereunder, at its election, take steps to defend against,
settle or resolve such Adverse Claim and, if it does so, upon such Adverse Claim
being judicially or otherwise fully settled and determined, Lacus will fully
reimburse LI3 for all reasonable and necessary costs incurred for that purpose,
plus interest thereon at the 2% monthly rate from the date such costs are
incurred until reimbursed (and, without limitation as to exercise of other
remedies, LI3 may recover such costs, including reasonable legal fees and court
costs, by way of set-off against any amounts otherwise payable by LI3 to Lacus
hereunder.

       

      SECTION 19 - GENERAL
CLAUSES

       

      
        	
                19.1

              	
                All
      notices under this Agreement shall be in the English language and shall be
      in writing and personally delivered during the usual working hours or
      given by registered airmail, facsimile, cable or telex -acknowledged by
      answer back- addressed to the Parties at the addresses set forth
      hereinbelow, or to such other address of which any Party may advise the
      others in writing. Notices will be deemed given when received. If notice
      is sent by facsimile, cable or telex, a confirming copy of the same shall
      be sent promptly by airmail to the same
address:

              


      


      
        
           


        

        
          32

          
            

          

        

        
           


        

      

       

      If
to the LI3:

      


      Li3
Energy, Inc.

      Av. Pardo
y Aliaga 699 Of. 802

      San
Isidro, Lima

      Perú

      Attn:  Luis
Saenz, Chief Executive Officer

      Facsimile:
51-1 421-1649

      


      with a
copy to (which shall not constitute notice hereunder):

      


      Gottbetter
& Partners, LLP

      488
Madison Avenue, 12th
Floor

      New York,
NY  10022

      Attn:  Adam
S. Gottbetter, Esq.

      Facsimile:  (212)
400-6901

      


      and

      


      HOLT
Abogados

      Santa Fe
1592, 4th
Floor

      (C1060
ABO) Buenos Aires, Argentina

      Attn:
Florencia Heredia

      Facsimile:
54 11 5235 0235

      


      If
to Lacus:

      


      Lacus
Minerals S.A.

      Esmeralda
819 1 B

      C1007ABI
Buenos Aires

      Argentina

      Attn:
President / Vicepresident

      Facsimile:  54
11 4800 1404

       

      
        	
                19.2

              	
                Failure
      by a Party to require the strict performance of any provision hereof or to
      exercise any right, power or remedy it may have upon any default, shall
      not entail waiver of any provision hereof or limitation of any consequent
      right of the Party to demand the fulfillment of the provisions hereof or
      to exercise any power or right.

              


      

       

      
        	
                19.3

              	
                No
      modification to this Agreement shall be valid unless it is made in writing
      and duly signed by all the Parties.

              


      

       

      
        	
                19.4

              	
                This
      Agreement shall be binding and shall inure to the benefit of the Parties
      and their successors and assigns, provided the assignment has been made in
      accordance with the terms set forth in Section
      18.6.

              


      

       

      
        	
                19.5

              	
                Each
      of the Parties agrees to carry out such acts and sign such additional
      documents as may be deemed necessary or convenient by the Management
      Committee for the implementation of this Agreement or the accomplishment
      of its purposes.

              


      

       

      
        	
                19.6

              	
                Unless
      otherwise herein provided for, each Party shall have the right to, without
      consulting the other Party or Parties, engage in any other business in an
      independent manner, regardless of whether such business is competitive or
      not with the operations, and to receive full profits therefrom. No Party
      shall have any obligation as to the other Party in connection with
      opportunities to acquire rights or mining properties outside the
      AMI.

              


      


      
        
           


        

        
          33

          
            

          

        

        
           


        

      

       

      
        	
                19.7

              	
                Unless
      otherwise provided for by the Parties in writing, none of the Parties
      shall be compelled to grind, crush, refine, melt or treat in any other
      manner in its proprietary or controlled plants, any Product under this
      Agreement or belonging to the other
Party.

              


      

       

      
        	
                19.8

              	
                This
      Agreement, including the Exhibits hereto, represents the entire agreement
      between the parties on the subject matter hereof and supersedes and
      replaces all prior discussions, communications, representations,
      agreements and understandings of every kind and nature between
      them.

              


      

       

      
        	
                19.9

              	
                The
      illegality or un-enforceability of any provision of this Agreement shall
      not affect the validity and enforceability of any legal and enforceable
      provisions hereof. The English language version of this Agreement shall
      govern and control any translations of the Agreement into any other
      language. Any captions used herein are for convenience in reference only
      and are not a part of this Agreement, nor shall they in any way affect the
      interpretation hereof. In case of conflict between the text of this
      Agreement and any of the Exhibits attached hereto, the provisions hereof
      shall prevail.

              


      

       

      
        	
                19.10

              	
                The
      stamp tax, if applicable and to the extent applicable to this Agreement,
      shall be borne by the Parties in relation to their respective
      participation interests in the Newco after exercise of the First
      Option.

              


      

       

      
        	
                19.11

              	
                This
      Agreement shall become effective on the date written at the beginning of
      this Agreement.

              


      

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      

       

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

       

      
        
          
            
              
                
                  
                    	
                            SIGNED,
      SEALED AND DELIVERED

                          	
                            )

                          	
                            LACUS
      MINERALS S.A.

                          
	
                            in
      the presence of

                          	
                            )

                          	 
      	 
      
	 
      	
                            )

                          	 
      	 
      
	 
      	
                            )

                          	 
      	 
      
	 
      	
                            )

                          	
                            Per:

                          	
                            /s/ Beatriz Silvia Vásquez
      Nístico

                          
	 
      	
                            )

                          	 
      	
                            Name:

                          
	 
      	
                            )

                          	 
      	
                            Title:

                          
	 
      	
                            )

                          	 
      	
                            I
      have the authority to bind the Corporation

                          
	 
      	
                            )

                          	      
                            LI3
      ENERGY, INC.

                          
	 
      	
                            )

                          	
                              
      

                          
	 
      	
                            )

                          	 
      	 
      
	 
      	
                            )

                          	
                            Per:

                          	
                            /s/ Luis Saenz

                          
	 
      	
                            )

                          	 
      	
                            Name:

                          
	 
      	
                            )

                          	 
      	
                            Title:

                          
	 
      	
                            )

                          	 
      	
                            I
      have the authority to bind the Corporation

                          
	 
      	
                            )