Agreement dated September 16, 2004



 Exhibit 10.6 
  
 AGREEMENT 
  

									
	 Dated:
	  	 September 16, 2004
	  	 	  	 	  	 
					
	 Between:
	  	Metropolitan Mines Corporation, Limited, an Idaho Corporation,	  	“Metropolitan”	  	 	  	 
					
	 	  	and	  	 	  	 	  	 
					
	 	  	 Sterling Mining Company,
 an Idaho Corporation
	  	“Sterling”	  	 	  	 

  
 RECITALS:

  
 1. Metropolitan is the owner of certain patented and
unpatented mining claims in Shoshone County, Idaho, as more particularly set forth in Exhibit “1” attached hereto. 
  
 2. Sterling has leased the property and assets known as the Sunshine Mine from Sunshine Precious Metals, Inc. and American Reclamation, Inc. and various
leases and agreements held by Sunshine Precious Metals, Inc. were assigned to Sterling in said Lease, including the agreements set forth herein. 
  
 3. Metropolitan and Sunshine Precious Metals, Inc (then known as Sunshine Mining Company) have for many years been parties to certain agreements
concerning the Metropolitan patented and unpatented claims. Those Agreements are as follows: 
  
 a. Agreement dated January 6, 1941 - attached hereto as Exhibit “A” and by this reference incorporated herein. 

 
 b. Agreement dated January 11, 1941 - attached
hereto as Exhibit “B” and by this reference incorporated herein. 
  
 c. Letter Modification dated December 23, 1944 - attached hereto as Exhibit “C” and by this reference incorporated herein. 
  
 d. Memorandum of Agreement dated August 17, 1945 - attached hereto as Exhibit “D” and by this
reference incorporated herein. 
  
 Collectively the foregoing
Agreements are referred to as the “Prior Agreements.” 
  
 4. Some uncertainty exists as to the status of the Prior Agreements and Sterling and Metropolitan desire to reinstate and reaffirm the Prior Agreements and enter into additional agreements for the purpose of exploring, developing and mining
the Metropolitan property. 
  
 NOW THEREFORE, in consideration of
the mutual covenants and agreements herein set forth and in consideration of the mutual benefits to accrue and expected to accrue to the parties hereto from this Agreement, the adequacy and sufficiency thereof is hereby acknowledge, the parties
agree with each other as follows: 







 Section 1. Adoption of Recitals. 
  
 The recitals set forth above are adopted as part of the Agreement of the
parties, and the facts set forth therein are acknowledged and agreed to be true, accurate and complete. 
  
 1.1 Specifically, Sterling and Metropolitan reaffirm and reinstate the Prior Agreements. All the terms and provisions set forth in said
Prior Agreements shall be and remain in full force and effect, except as modified herein. 
  
 Section 2. Prior Agreements. 
  
 2.1 The Prior Agreements provide, among other things, the granting of right of ways, the right to search, explore, develop and mine Metropolitan’s property and remove rock and ore. The Prior Agreements also
provided for ownership of ore within the Metropolitan property and further defined that ownership as follows: 
  
 2.1.1 Yankee Girl Vein—net proceeds from ore are to be divided sixteen percent (16%) to Metropolitan and eight four percent
(84%) to Sunshine (now Sterling by virtue of the Sterling—Sunshine Lease. 
  
 2.1.1.1 The Yankee Girl Vein is defined as anything within two hundred feet (200’) north or south of the Yankee Girl Vein.

  
 2.1.2 Everything south of the Yankee Girl
Vein is divided fifty percent (50%) to Metropolitan and fifty percent (50%) to Sunshine (now Sterling—by virtue of the Sterling—Sunshine Lease). 
  
 2.2 Subsequent to execution of the Prior Agreements, Sunshine reportedly abandoned twenty-five (25) of
the unpatented claims, the subject of the Prior Agreements. Sterling relocated said claims and renamed said claims prior to the execution of this Agreement. Sterling shall, as a part of this Agreement convey by appropriate instrument(s) the area
previously located by the twenty five (25) unpatented claims set forth in Exhibit “2” to Metropolitan and said unpatented claims shall become a part of this Agreement and Prior Agreements as if the claims had never been abandoned and
subsequently relocated by Sterling. 
  
 2.2.1
Sterling relocated the twenty five (25) abandoned claims utilizing names and physical locations which are different than those originally utilized by Metropolitan. Notwithstanding said differences, Sterling will use its best efforts to identify
the previously abandoned area, convey the area and said unpatented claims shall be treated as the same claims named in the Prior Agreements. 
  
 2.2.1.1 If it is subsequently discovered that the claims relocated by Sterling cannot be accurately matched to the original names, the
parties agree the claims set forth in Exhibit “2” shall, none the less, be treated as set forth in Section 2.2. 
  

 2 








 2.2.1.2 If any open ground is discovered within the claim group set forth in Exhibit
“2,” Sterling shall locate the same and said claim(s) shall be a part of this Agreement and conveyed to Metropolitan. 
  
 2.3 It is intended by Metropolitan that all of its patented and unpatented claims in Shoshone County, Idaho be included in this Agreement.
Metropolitan owns a partial interest in the patented claims set forth in Exhibit “1,” Table 2. 
  
 Section 3. Ores not covered by Prior Agreements. 
  
 To the extent the Prior Agreements did not apply to all ores within the Metropolitan property, Metropolitan and Sterling hereby agree that any ores not so
covered shall be treated in the same manner as set forth in the Prior Agreements, that is, divided fifty percent (50%) to Metropolitan and fifty percent (50%) to Sterling, subject to the provisions in the Prior Agreements for costs and
charges. 
  
 3.1 Destroyer Group. Metropolitan
and Sterling agree that the claim group previously owned by Metropolitan and known as the Destroyer Group shall also be a part of this Agreement. Those claims previously consisted of eleven (11) unpatented claims know as Izard, Conner, Burns,
Bell, Wadleigh, Moffett, Charrette, Haradon, Halligan, Stevens and Newsome, when owned by Metropolitan. The Destroyer Group had been abandoned and relocated by Sterling, in much the same manner as the 25 unpatented claims set forth in section 2.2.
Said claims are listed in Exhibit “2.” 
  
 3.1.1 Sterling shall use its best efforts to determine the number and names of the unpatented claims relocated by Sterling which previously comprised the area known as the Destroyer Group and convey those unpatented claims to Metropolitan.

  
 3.1.2 The ores within the unpatented claims
set forth in this section 3.1, shall be treated as a part of this Agreement, that is, divided fifty percent (50%) to Metropolitan and fifty percent (50%) to Sterling, subject to the provisions in the Prior Agreements for costs and charges.

  
 Section 4. Other Consideration; Advance Royalties.

  
 4.1 As and for additional consideration for
entering into this Agreement, Metropolitan and Sterling agree as follows: 
  
 4.1.1 Metropolitan shall deliver to Sterling 200,000 shares of Metropolitan restricted common shares; 
  
 4.1.2 Commencing on the Effective Date and monthly thereafter, Sterling shall pay to Metropolitan as advance royalty One Thousand Dollars
($1,000.00) per month until such time as ore is produced from the Metropolitan property. Thereafter, no advance royalties shall be due. 
  

 3 








 4.1.2.1 All advance royalties paid by Sterling shall be treated as direct cost as
provided in paragraph 9 of the Agreement dated August 17, 1945, attached hereto as Exhibit “D.” 
  
 Section 5. Claim Maintenance Fee. 
  
 Sterling shall pay all governmental rental fees for unpatented claims assessed against Metropolitan’s ownership in the unpatented claims beginning
with calendar year 2005. 
  
 Section 6. Effective
Date. 
  
 The “Effective Date” shall be the date of
execution of this Agreement by Sterling and Metropolitan. 
  
 Section 7. Notices. 
  
 7.1
Notices to the parties to this Agreement shall be in writing and shall be effective when delivered, or if mailed, shall be effective on the date following mailing by certified mail addressed to the party indicated below or at such other address as
the party may indicate to other in writing: 
  

							
	 Sterling:
	  	 Sterling Mining Company
 411 Coeur d’Alene Ave., Suite 1-A
 Coeur d’Alene, ID 83815
	  	 	  	 
				
	 Metropolitan:
	  	 Metropolitan Mines Corporation, Limited
 P.O. Box 469
 Wallace, ID 83873
	  	 	  	 

  
 Section 8.
Miscellaneous. 
  
 8.1 This Agreement
shall be governed and interpreted in accordance with the laws of the State of Idaho. 
  
 8.2 This Agreement shall be executed in one or more counterparts, each of which shall constitute one and the same agreement. 

 
 8.3 The headings or captions contained in each section of
this lease are for ease of reference and convenience only, and shall not be considered in connection with the construction of this Agreement or any section hereof. 
  

 4 








 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year shown above by the
undersigned thereunto duly authorized. 
  

					
	 	 	 STERLING MINING COMPANY, INC

			
	 	 	 By:
	 	 /s/ Raymond De Motte


	 	 	 	 	 Raymond De Motte, President

	 	 	 	 	 Printed Name and Title

	 ATTEST:
	 	 	 	 
	  
  

  

 Printed Name and Title
	 	 	 	 
		
	 	 	 METROPOLITAN MINES CORPORATION, LIMITED

			
	 	 	 By:
	 	 /s/ Dale B. Lavigne


	 	 	 	 	 Dale B. Lavigne, President

	 	 	 	 	 Printed Name and Title

			
	 ATTEST:
	 	 	 	 
	  
  

 Dennis O’Brien, Secretary
	 	 	 	 

  

 5 









	
	STATE OF IDAHO              )
	                                       
         :ss.
	COUNTY OF SHOSHONE  )

  
 On this
     day of                     , 2004, before me, a Notary Public in and for the State of Idaho, personally
appeared                      and
                    ,
                     and
                     respectively, of Sterling Mining Company, the corporation that executed the within and foregoing instrument, and
acknowledged the said instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and each on oath stated that he/she was authorized to execute said
instrument. 
  
 SUBSCRIBED AND SWORN to before me this
     day of                     , 2004. 
  

			
	 	  	  


	 	  	 NOTARY PUBLIC in and for the State
 of Idaho

		
	 My Commission Expires:
	  	 Residing at:

		
	  

	  	  



  

 6 









	
	STATE OF IDAHO              )
	                                       
         :ss.
	COUNTY OF SHOSHONE  )

  
 On this
     day of                     , 2004, before me, a Notary Public in and for the State of Idaho, personally
appeared Dale B. Lavigne and Dennis O’Brien, President and Secretary respectively, of Metropolitan Mines Corporation, Limited, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and each on oath stated that he/she was authorized to execute said instrument. 
  
 SUBSCRIBED AND SWORN to before me this      day of
                    , 2004. 
  

			
	 	  	  


	 	  	 NOTARY PUBLIC in and for the State
 of Idaho

		
	 My Commission Expires:
	  	 Residing at:

		
	  

	  	  



  

 7 








 Metropolitan Mining Company Limited Land Ownership 
 Table 1: Metropolitan’s unpatented mineral lode claims. 
  

							
	 Serial No

	 	 Claim Name/Number

	 	 County

	 	 Mr Twn Rug Sec


	 IMC22329
	 	 JOHN G
	 	 SHOSHONE
	 	 08 0480N 0030E 023

				
	 IMC22332
	 	 LAUREL
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22358
	 	 GRANT
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22359
	 	 HUDSON
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22360
	 	 KING
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22361
	 	 LORA NO 1
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22362
	 	 LORA NO 2
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22365
	 	 MADALENE
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22369
	 	 SAXON
	 	 SHOSHONE
	 	 08 0480N 0030E 023

				
	 IMC22373
	 	 STEDEBAKER
	 	 SHOSHONE
	 	 08 0480N 0030E 023

				
	 IMC22374
	 	 TOUGH GOING
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22376
	 	 UTICA
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22377
	 	 WAYNE
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22379
	 	 NI WOT
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC22380
	 	 BOSTON FRACTION
	 	 SHOSHONE
	 	 08 0480N 0030E 022


  
 Table 2: 
 Metropolitan’s Patented mineral lode claims, 
 only partially owned by Metropolitan in Shoshone County 
  

			
	 Name

	  	 Survey Number


	 Gretchen
	  	 3272

		
	 Plover
	  	 3272


  

 Exhibit “1” 








 Unpatented claims to be conveyed to Metropolitan, to be subject to the provisions of the Agreement:

  

							
	 Serial No

	 	 Serial No

	 	 County

	 	 Mr Twn Rng Sec


	 IMC186438
	 	 COMNER
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186445
	 	 PEARL
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186436
	 	 IZARD
	 	 SHOSHONE
	 	 08 0480N 0030E 028

				
	 IMC186437
	 	 IZARD FR.
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186441
	 	 BURNS
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186442
	 	 BELL
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186091
	 	 MET #2
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186092
	 	 MET #1
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186093
	 	 MET #5
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC185847
	 	 MET #4
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC185848
	 	 MET #3
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186088
	 	 MET #8
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186089
	 	 MET#6
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186090
	 	 MET #7
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186094
	 	 MET #10
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186095
	 	 MET #11
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186451
	 	 WADLEIGH
	 	 SHOSHONE
	 	 08 0480N 0030E 028

				
	 IMC186452
	 	 WADLEIGH FR.
	 	 SHOSHONE
	 	 08 0480N 0030E 027

				
	 IMC186482
	 	 MET #1 FR.
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186486
	 	 MET #13 FR.
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186484
	 	 MET #12
	 	 SHOSHONE
	 	 08 0480N 0030E 028

				
	 IMC186485
	 	 MET #13
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186487
	 	 MET #14
	 	 SHOSHONE
	 	 08 0480N 0030E 021

				
	 IMC186900
	 	 METROPOLITAN 2 FRACT
	 	 SHOSHONE
	 	 08 0480N 0030E 022

				
	 IMC186901
	 	 METROPOLITAN
	 	 SHOSHONE
	 	 08 0480N 0030E 022


  
 Claims, in addition
to the above which were previously a part of the Destroyer Group, to be conveyed to Metropolitan, to be subject to the provisions of the Agreement: 
  

			
	 IMC186453
	 	 NEWSOME (ptn.)

		
	 IMC186455
	 	 STEVENS (ptn.)

		
	 IMC186456
	 	 MALLIGAN (ptn.) (was previously Halligan)

		
	 IMC186470
	 	 CRESENT # 8 (ptn.)

		
	 IMC186484
	 	 MET #12 (ptn. of new claim)

		
	 IMC 186487
	 	 MET #14 (ptn. of new claim)

		
	 IMC186488
	 	 MET #15 (ptn. of new claim)

		
	 IMC186489
	 	 MET #16 (ptn. of new claim)

		
	 IMC186490
	 	 MET #17 (ptn. of new claim)

		
	 IMC186491
	 	 MET#18 (ptn. of new claim)

		
	 IMC186469
	 	 CRESENT #1 (ptn.)

		
	 v IMC186881
	 	 COLBERT 2 (ptn.)


  

 Exhibit “2”