Filed by Automated Filing Services Inc. (604) 609-0244 - Kimber Resources Inc. - Exhibit 4.g





 English Translation – 20F
  ITEM 19 Exhibit 4.g  

 THIS TEMPORARY OCCUPATION OF EJIDO LAND AGREEMENT is made
  and entered in the Town of Monterde, Municipality of Guazaparez, State of Chihuahua,
  Mexico, on this the 13th day of July, 2003, by and between: 

 EJIDO MONTERDE of the Municipality of Guazaparez, State of
  Chihuahua, Mexico, an ejido duly incorporated pursuant to the Act, with main
  offices located at Salón Ejidal, Monterde, Guazaparez, Chihuahua, herein
  represented by the members of its Ejido board of directors Masseurs BLAS QUEZADA
  OZUNA, RAMON BALOIS MUÑOZ, MIGUEL PALACIOS TRIAS, MANUEL QUEZADA PONCE
  (hereinafter referred to as the “Ejido”), 

 OF THE FIRST PART; 


AND


 MINERA MONTERDE, S. DE R.L. DE C.V. a company duly incorporated
  pursuant to the Business Corporations Act of Mexico, with main offices located
  at Calle Arizona 2055, Col. Las Aguilas C.P. 31237 Chihuahua, Chih. México,
  herein represented by ALAN DOUGLAS HITCHBORN acting as its General Manager holding
  General Powers of Attorney for Legal Representation and Collections, Acts of
  Administration and Domain (hereinafter referred to as the “Company”),


 OF THE SECOND PART. 

 The appearing parties have caused the execution of this Agreement
  to set forth the terms and conditions under which the Ejido has agreed to transfer
  to the Company, and the Company has agreed to acquire from the Ejido, the Land
  Occupation Rights in, to and under the Mining Occupation Land for purpose of
  executing the Mining Activities (as defined here-below). 

 This Agreement is entered into by the parties in accordance
  with the laws of Mexico and, specifically, pursuant to the provisions set forth
  under the Act, the Mining Act and its Regulations and the Federal Civil Code.


 WHEREAS, the Ejido hereby warrants and represents to the Company
  that: 

	 	A.	 It is a legal entity duly incorporated pursuant
        to the Act and currently in existence by virtue of the resolution issued
        by the Federal Government of Mexico on September 9th, 1954
        and published on the Gazette of the Federal Government of Mexico on April
        9th, 1958. 







 

	 	B.	It is the rightful proprietor and in
        possession of the Ejido Land, in accordance with the above-referenced
        resolution and article 9 of the Act.

	 	 	 
	 	C.	The Land in Common Use is, as of the
        date hereof, free of any encumbrance, charge or limitation of ownership
        whatsoever; free of any judicial controversy, action or demand of any
        kind whatsoever; and, free of any agreement or juridical act that may
        impede, affect or prohibit the execution or performance of this Agreement.

	 	 	 
	 	D.	The execution of this Agreement and
        the performance by the Ejido of the obligations hereunder do not require,
        for such obligations to be valid and in force, the consent or authorization
        of any tribunal or administrative authority, or their recordation before
        any registry of any kind, including any authority, tribunal or registry
        of civil or agrarian jurisdiction.

	 	 	 
	 	E.	The execution of this Agreement by the
        Ejido complies with the provisions of the Act and it does not and will
        not conflict with and does not and will not result in a breach of any
        terms, conditions or provisions of its constating documents or any agreement
        or instrument to which the Ejido is a party.

	 	 	 
	 	F.	The membership of the Ejido duly gathered
        in the second General Meeting on July 13th, 2003 has duly approved the
        execution of this Agreement and it has authorized its directors to execute
        its resolutions and to sign and ratify this instrument on behalf of the
        Ejido. And,

	 	 	 
	 	G.	The General Meeting has duly appointed
        the board of directors of the Ejido appearing as its representatives hereto
        with powers and authority sufficient to execute this act, in the name
        and on behalf of the Ejido; and, that the representation and authority
        conferred upon such representatives have not, as of the date hereof, been
        revoked or amended in any manner whatsoever.




WHEREAS, the Company hereby represents and warrants to the Ejido that:


	 	E.	It is a limited liability
        corporation duly incorporated and in existence pursuant to the Business
        Corporations Act of Mexico.

	 	 	 
	 	F.	It possesses the legal capacity required under
      Mexican law to acquire as proprietor:
	 	 	 	 
	 	 	(a)	mining concessions located within the territory of Mexico,
      in accordance with article 11 of the Mining Act; and,
	 	 	 	 
	 	 	(b)	real estate property rights located
        outside the constitutionally-restricted area, in conformity with article
        10-A of the Foreign Investment Act and article 8 of its Regulations.








 

	 	G.	The powers and authority granted to
        its representative appearing in its behalf hereto are sufficient to execute
        this act, in the name and on behalf of the Company; and, that said powers
        and authority have not, as of the date hereof, been revoked or amended
        in any manner whatsoever. And,

	 	 	 
	 	H.	It is the exclusive holder of the exploration
        and option to purchase rights attached in and to the Mining Concessions.



 AND WHEREAS, the parties hereby represent and warrant to each
  other that a portion of the Land in Common Use equal to 1,381.51 hectares is
  overlapping a portion of the mining lots comprising the Mining Concessions,
  and that the Ejido wishes to grant to the Company, and the Company wishes to
  acquire from the Ejido, the Land Occupation Rights in, to and under such portion
  of land for purposes of executing the Mining Activities. 

 NOW THEREFORE, in consideration of the mutual warranties and
  representations herein contained, the parties have caused the execution of this
  Agreement as follows: 

 1.                    Interpretation.
  The following terms shall, when used in this Agreement, have the meaning
  and interpretation set forth as follows: 

	 	Act.- shall mean the Agrarian Act and its amendments,
        in force on the date of execution of this Agreement; 

       Agreement.- shall mean this Land Occupation Agreement
        with its schedules, amendments and documents delivered by the parties
        as set forth hereunder; 

       Annual Rental Fee.- shall mean the fee payable
        by the Company to the Ejido for the use and occupation of the Mining Occupation
        Land for each twelvemonth period, as expressed in the Appraisal; pursuant
        to article 58, paragraph 3, of the Mining Act Regulations, the Annual
        Rental Fee shall be adjusted each year in accordance with the index price
        for the twelve-month period prior to the date each respective fee becomes
        payable; 

       Appraisal.- shall mean the estimate in value
        calculated as a rent per hectare payable for the use and occupation of
        the surface area comprising the Mining Occupation Land, issued in writing
        by the Commission pursuant to articles 59 and 60 of the Mining Act Regulations;
      

       Commercial Production.- shall mean the operation
        of the Mining Occupation Land or any part thereof as a mine but does not
        include milling for the purposes of testing or milling by a pilot plant.
        Commercial Production shall be 









 

	 	deemed to have commenced on the first day of the month
        following the first 30 consecutive days during which Mineral Products
        have been produced from the Mining Occupation Land at an average rate
        not less than 70% of the initial rated capacity of the facilities designed
        for the Mining Occupation Land; 

       Commission. – shall mean the Commission
        for the Appraisal of National Property created under the National Property
        Act for the administration and appraisal of property owned by the Federal
        Government of Mexico; 

       Company.- shall mean Minera Monterde S. de R.L.
        DE C.V. and any of its successors or assignees; 

       Ejido.- shall mean the Ejido Monterde, located
        in the Township of Monterde, Municipality of Guazaparez, State of Chihuahua,
        Mexico; 

       Ejido Land.- shall mean the surface area of the
        parcel of land covering a total of 43,787-63-42.689 hectares located in
        the Municipality of Guazaparez, State of Chihuahua, which was endowed
        to the Ejido by virtue of resolution issued by the Federal Government
        of Mexico on September 9th, 1954 and published on the Gazette
        of the Federal Government of Mexico on April 9th, 1958; the
        location and perimeter of the Ejido Land are certified on the Map of Certification
        of Land; 

       General Meeting.- shall mean the membership of
        the Ejido gathered in a general meeting in accordance with the Act; the
        General Meeting is considered the highest authority of the Ejido; 

       Land in Common Use.- shall mean the portion of
        the Ejido Land comprising a total of 43,610-55-51.606 hectares owned by
        the membership of the Ejido as tenants in common, which has been designated
        as such by the agrarian authorities in accordance with the Act; the location
        and perimeter of the Land in Common Use are certified on the Map of Certification
        of Land; 

       Land Occupation Rights.- shall mean the exclusive
        rights to use and occupy for the duration of this Agreement the surface
        area comprising the Mining Occupation Land for purposes of executing the
        Mining Activities. 

       Land Occupation Term.- shall mean the term of
        this Agreement is in full force and effect pursuant to clause 4.0.; 

       Map of Certification of Land.- shall mean the
        technical map attached to this Agreement as schedule B, which has been
        approved by the General Meeting and the board of directors of the Ejido
        and the Company; the Map of Certification of Land describes the geographical
        location and perimeter of: 









 

	 	a.	the Ejido Land and the Land in Common
        Use, as certified by the Coordinator of the State of Chihuahua of the
        National Institute of Statistics, Geographic and Information of Mexico
        (INEGI) (having a total land area of 43,787-63-42.689 hectares);

	 	 	 
	 	b.	the mining lots comprising the Mining
        Concessions, as certified by the Federal Bureau of Mines of Mexico (having
        a total land area of 1,793.4867); and,

	 	 	 
	 	c.	the Mining Occupation Land, as certified by the Ejido and
      the Company (having a total land area of 1,381.51 hectares);


 Mining Activities.- shall mean
  any work or activity conducted for purposes of: (a) identification of mineral
  deposits and quantification and evaluation of mineral resources to determine
  the economic feasibility of its recovery; (b) preparation and development of
  the area comprising the mineral deposit to recover or extract the Mineral Products;
  and (c) refining, treatment, sale and marketing of Mineral Products, including,
  without limiting the generality of the foregoing: 

	 	d.	the construction of any building or
        structure, or the execution of any exploration work (such as, geological
        reconnaissance, sampling of rocks, soil, sediments and minerals, metallurgical
        testing, geological and geophysical mapping, trenching and other supporting
        exploration work, drilling and underground developments of any nature,
        construction of tunnels and other underground work) directed to identify
        mineral deposits and/or to evaluate and quantify ore deposits located
        in, on or under the surface area covering the Mining Concessions;

	 	 	 
	 	e.	the access, establishment of easements
        or the construction of passages necessary to perform the activities set
        out in paragraph a above;

	 	 	 
	 	f.	the use of water, or the obtaining of
        water rights concessions, including the installation of water pipelines
        or electricity cables and the construction of any structure or building
        intended for the conduction of water or electricity;

	 	 	 
	 	g.	the treatment, mining and refining of
        Mineral Products, in any of its phases, including, but not limited to,
        the removal, recovery and extraction by any means of the Mineral Products;

	 	 	 
	 	h.	the investigation of the feasibility
        of mining of Mineral Products; the development of a mine on the surface
        area subject matter of the Land Occupation Rights; the sale and marketing
        of Mineral Products; and,








 

	 	i.	the execution of any activity deemed by the Company to be necessary, appropriate
      or incidental to the above.




	 	Mineral Products.- shall mean all substances
        and minerals set out in article 4 of the Mining Act; 

       Mining Occupation Land.- shall mean the surface
        area of the portion of the Land in Common Use that overlaps a portion
        of the mining lots comprising the Mining Concessions (having a total land
        area of 1,381.51 hectares); the Mining Occupation Land is the subject
        matter of the Land Occupation Right; 

       Mining Concessions.- shall mean the mining exploration
        and exploitation concessions, and the mining lots comprised thereto, located
        in the Municipality of Guazaparez, State of Chihuahua, Mexico owned by
        the Company or in respect to which the Company has acquired the exclusive
        rights of exploration and option to purchase, as described in schedule
        A hereto; 

       Prior Land Occupation Agreement.- shall mean
        the land occupation agreement signed by the Ejido and the Company on October
        24th, 2000 whereby the Ejido granted to the Company, for the
        term set forth therein, the occupation rights in and to the Mining Occupation
        Land; 






  2.                    Land
  Occupation. The Ejido hereby grants to the Company, and the Company hereby
  acquires from the Ejido, the Land Occupation Rights on, to and under the Mining
  Occupation Land for purposes of executing the Mining Activities. 

 3.                    Rights.
  The Land Occupation Rights granted hereunder include, without limitation, the
  right of the Company to conduct the Mining Activities in, on and under the Mining
  Occupation Land, subject to the terms and conditions herein set forth. 

 4.                    Term.
  This Agreement shall be in force and effect for a term equal to the term
  of validity of the Mining Concessions. This term shall be discretionary to the
  Company and compulsory to the Ejido. The Company shall have the right to unilaterally
  terminate this Agreement by delivering to the Ejido a written notice of termination.


 5.                    Rent.-
  The Company shall pay to the Ejido the Annual Rental Fee in consideration of
  the Land Occupation Rights transferred to the Company hereunder. The Annual
  Rental Fee shall be paid within thirty calendar days following the delivery









 by the Company to the Ejido of the notice of commencement
  of Commercial Production and on each annual anniversary of the date of such
  notice. 

 5.1.           For
  avoidance of doubt, the Annual Rental Fee shall not be payable prior to the
  Company notifying the Ejido the commencement of Commercial Production of Mineral
  Products on any portion of the Mining Occupation Land. 

 5.2.           The
  Company shall, at its own expense and prior to delivery of the notice of Commercial
  Production, apply for, and obtain from the Commission, the Appraisal. A certified
  true copy of the Appraisal shall be attached to the notice of commencement of
  Commercial Production. 

 6.                   Obligations
  of the Company.- The Company, its employees and representatives shall comply
  with any and all provisions imposed by mining, labour and environmental legislation
  to the execution of the Mining Activities on the Mining Occupation Land. 

 6.1.           The
  Company, its employees and representatives shall be responsible for any sanction,
  penalty or judgement issued by competent authority in respect to any act carried
  out in violation of or in contravention with mining, labour or environmental
  legislation applicable to the Mining Activities conducted on the Mining Occupation
  Land after the date of signing of the Prior Land Occupation Agreement. 

 6.2.           The
  Company, its employees and representatives hereby agree to indemnify and hold
  the Ejido harmless from any loss, liability, claim, accusation, demand or penalty
  that may be issued to or assessed against the Ejido, its representatives or
  members in respect to any act carried out in violation of or in contravention
  with mining, labour or environmental legislation applicable to the Mining Activities
  conducted on the Mining Occupation Land after the date of signing of the Prior
  Land Occupation Agreement. 

 6.3.           In
  respect to the execution of the Mining Activities on the Mining Occupation Land,
  the Company shall be solely responsible for obtaining from the competent authorities
  all permits, authorizations, concessions or favourable resolutions (or, when
  mandated by law, to issue a notice) in order to authorize the said Company to:


	 	(a)	 conduct the Mining Activities in accordance with
        the environmental impact study to be submitted in conformity with legislation
        applicable to the protection of the environment; 

	 	 	 
	 	(b)	 build, operate or maintain any mill, processing
        plant, structure or building, and its components, that is necessary or
        required for the execution of the Mining Activities; 







 

	 	(c)	 consume or use water, whether recurring from the
        mine adits, or to discharge residual waters as the case may be, in conformity
        with legislation applicable to the protection of the environment; and,
      

	 	 	 
	 	(d)	 use, consume, purchase or store explosives, in conformity with the Federal
      Explosives and Firearms Act. 


 6.4.           The
  Company shall restore and rehabilitate any loss or damage that may be caused
  to the soil or subsoil of the surface area comprising the Mining Occupation
  Land as a result of the execution and at the conclusion of the Mining Activities,
  as mandated by legislation applicable to the protection of the environment.


 6.5.           On
  termination of this Agreement the Company shall, within a term of two years
  following such termination, remove from the Mining Occupation Land any and all
  property, including any equipment, machinery, tool or device utilized during
  the execution or at the conclusion of the Mining Activities. 

 7.                  Obligations
  of the Ejido.- The Ejido, its representatives and members shall be responsible
  for any sanction, penalty or judgement issued by a competent authority in respect
  to any act carried out in violation of or in contravention with mining, labour
  or environmental legislation applicable to the Mining Activities conducted on
  the Mining Occupation Land prior to the date of signing of the Prior Land Occupation
  Agreement. 

 7.1.           The
  Ejido, its representatives and members hereby agree to indemnify and hold the
  Company harmless from any loss, liability, claim, accusation, demand or penalty
  that may be issued to or assessed against the Company, its employees or representatives
  in respect to any act carried out in violation of or in contravention with mining,
  labour or environmental legislation applicable to the Mining Activities conducted
  on the Mining Occupation Land prior to the date of signing of the Prior Land
  Occupation Agreement. 

 7.2.           The
  Ejido hereby authorizes the Company and grants to it powers with the authority
  sufficient to apply for and obtain, in its own name and behalf, any or all of
  the permits, authorizations, concessions or favourable resolutions set out in
  clause 6.3. above that are deemed by the Company to be required, necessary or
  prudent for the appropriate execution of the Mining Activities. 

 7.3.           Pursuant
  to clause 7.2. and applicable provisions of the Federal Water Act, the Ejido
  hereby authorizes the Company and grants to it powers with the authority sufficient
  to apply for and obtain from the National Water Commission, in its own name
  and behalf, any concession rights for water recurring from any source within
  the perimeter of the surface area comprising the Mining Occupation Land that
  in the opinion of the Company is or will be necessary, required or prudent for
  or during the 








 execution of the Mining Activities. This Agreement signifies
  the consent from the Ejido to authorize the Company to execute the acts herein
  set forth. 

 7.4.           Pursuant
  to clause 7.2. and applicable provisions of the Federal Forestry Act and its
  Regulations and the Federal Ecological Protection Act and its Regulations, the
  Ejido authorizes the Company, and hereby grants to it sufficient powers and
  authority required under the law, to apply for and obtain in its own name and
  behalf: 

	 	(a)	any authorization or permit that may
        be required under the law to justify a change of use from forestry land
        to land for mining exploration use in respect to in any portion of the
        Mining Occupation Land; and,

	 	 	 
	 	(b)	the approval of any technical environmental
        impact study to be submitted for purposes of the execution of the Mining
        Activities.



 8.                  Labour.-
  The parties acknowledge that there is no labour relationship between or among
  themselves or between or among the employees or contractors of one of the parties
  in respect to the other party; therefore, the parties expressly agree that each
  party shall individually bear all obligations or responsibilities, if any, imposed
  on each of them under applicable labour and tax legislation in respect to such
  party’s employees or contractors. Further, the parties agree to indemnify
  and hold each other harmless from, and in respect of, any suit, demand or complaint
  claimed or filed before any administrative or judicial authority by one of the
  party’s employees or contractors against the other party. 

 9.                  Access.-
  Subject to 9.1., the Ejido, its representatives and members shall have, during
  the term of this Agreement, access to the surface area comprising the Mining
  Occupation Land. The parties recognize that Mining Activities are inherently
  dangerous, therefore, such access to be at the sole risk of the Ejido, its representatives
  or members, or their family members, entering the property and it shall not
  in any way impede, interrupt or delay the execution of the Mining Activities.
  The Company, its directors, officers, employees, agents or contractors shall
  not be liable for any damage, expense, injury or harm incurred by or to the
  Ejido, its members or representatives, and/or to their family members or their
  personal property, when such damage, expense, injury or harm is incurred at
  the time such persons are on the property or as a result of the execution of
  the Mining Activities. 

 9.1.           The
  Ejido, its representatives and members, and their family members, are required
  to obtain from the Company a prior written consent to enter and/or remain in
  any portion of the Mining Occupation Land where Mining Activities have been,
  are being or will be conducted, and within a radius of 100 (one hundred) metres
  of such area. 





 9.2.           The
  Ejido shall procure and do all acts necessary to provide and maintain full access
  by the Company, its representatives and contractors, to the Mining Occupation
  Land as agreed upon herein. In the event such access is restricted, limited
  or otherwise impeded by any person or object, including any member or representative
  of the Ejido and/or their family members, the Ejido shall forthwith, but in
  any case within a term of five calendar days following a written request from
  the Company, do all acts that are necessary, required or prudent to comply with
  its obligations hereunder, including the removal from the Mining Occupation
  Land, by any legal means necessary, of any person or object that in the opinion
  of the Company is or will be restricting, limiting or impeding the full and
  unrestricted access by the Company in or to the Mining Occupation Land. 

 10.                  Preferential
  Right.- The Ejido hereby grants to the Company, and the Company acquires
  from the Ejido, the exclusive and preferential right of first refusal to acquire
  in first term, under equal terms and conditions of sale, the ownership rights
  in and to the Mining Occupation Land. 

 10.1.           If
  the Ejido elects to sell or transfer, or has received a bona fide offer to purchase,
  the ownership of a portion or all of the surface area comprising the Mining
  Occupation Land, then it shall, within a term of ten calendar days following
  such election or receipt, as the case may be, deliver a notice in writing to
  the Company expressing the terms and conditions intended for sale or, as the
  case may be, the terms and conditions offered to purchase. 

 10.2.           Upon
  receipt of the notice, the Company shall have a term of 60 calendar days to
  express its election to purchase, in the same terms and conditions set out in
  such notice, the rights intended for sale or offered to purchase, as the case
  may be. 

 10.3.           If
  at the conclusion of the said term, the Company has not expressed its election
  to purchase the rights intended for sale or offered to purchase, then the Ejido
  shall be free to sell or transfer, in the same terms and conditions set out
  in the respective notice, the portion or all of the surface area of the Mining
  Occupation Land subject matter thereof. 

 10.4..           If
  within the term set out in 10.2. the Company notifies the Ejido of its election
  to purchase, in the same terms and conditions set out in the respective notice,
  the rights intended for sale or offered to purchase, as the case may be, then
  the parties shall, within a term of ten calendar day following such notice,
  sign and execute a sale and purchase agreement to effect the transfer of ownership
  to the Company of such rights. 

 10.5.           If
  pursuant to 10.3. the Ejido, its successors or assigns, at any time sell or
  transfer the ownership of any portion of the surface area comprising the Mining
  Occupation Land, then this Agreement shall continue to be in full force and
  effect for the remaining of the term set out in clause 4 above. The assignee,
  transferee or 








 purchaser of such rights shall agree, at the time such assignment,
  transfer or purchase is effected, to be solely responsible (or jointly responsible
  with the Ejido, its successors or assigns in the case of a partial assignment,
  transfer or purchase) for compliance with any and all obligations entered into
  hereunder. A copy of this Agreement shall be appended to the instrument evidencing
  such assignment, transfer or purchase. 

 11.                  Assignment.-
  The Company, its successor and assigns, shall have the right to assign or transfer
  to another person (either a corporation or an individual), at their own discretion,
  any or all of the rights and/or obligations agreed upon hereunder. 

 11.1.           This
  Agreement witnesses and signifies the authorization of the Ejido, and the right
  of the Company, its successors and assigns, to assign or transfer to another
  person (either a corporation or an individual), at their own discretion, any
  or all of the rights and/or obligations set forth in this Agreement. No additional
  consent or approval from the Ejido, its representatives, its members or the
  General Meeting is required to exercise the rights contemplated herein. 

 12.                  Limitations.-
  The parties shall act towards each other in good faith and cooperation in all
  matters connected herewith, provided that: 

	 	(a)	 such relationship shall not impose upon either of
        them any duties or liabilities whatsoever except in accordance with this
        Agreement; 

	 	 	 
	 	(b)	 this Agreement shall not be deemed to constitute
        or create a partnership between the parties; and, 

	 	 	 
	 	(c)	 neither party shall have any authority to act for
        or to assume any obligation or responsibility on behalf, on account or
        in representation of the other party, except as provided herein. 



 13.                  Termination.-
  This Agreement shall terminate by: 

	 	(a)	 the dissolution and liquidation of the Company; 
	 	 	 
	 	(b)	 the conclusion of the Land Occupation Term; 
	 	 	 
	 	(c) 	the Company acquiring the ownership of the surface
        area comprising the Mining Occupation Land; if the Company acquires only
        a portion of such surface area, then this Agreement shall continue to
        be in full force and effect for the remaining portion of the Mining Occupation
        Land; 









	 	(d)	 the delivery by the Company to the Ejido of a notice
        of termination of this Agreement pursuant to clause 4; the Company shall
        not be obligated to justify, prove or demonstrate a cause or reason whatsoever
        for delivering such notice of termination; 

	 	 	 
	 	(e)	 the final declaration of nullity, cancellation or termination of the
      rights attached in and to the Mining Concessions; 
	 	 	 
	 	(f)	 the final declaration of termination of the exclusive
        rights of exploration and option to purchase owned by the Company in respect
        to the Mining Concessions, except when such termination is caused by the
        Company acquiring the ownership of any or all of the Mining Concessions;
        and, 

	 	 	 
	 	(g)	 the written agreement of the parties. 


14.                  Governing
  Law.- This Agreement shall be construed and regulated by the provisions
  of the Act, the Mining Act and the Regulations, the Code of Commerce and the
  Civil Code of the State of Chihuahua, Mexico. The parties hereto agree that
  the state and federal tribunals with competent jurisdiction in and for the City
  of Chihuahua, State of Chihuahua, Mexico shall have the authority to resolve
  any dispute, suit or claim arising under this Agreement. The parties hereby
  renounce to the jurisdiction of any other tribunal or court to whose jurisdiction
  they might have a right to, by virtue of their current or future domiciles.


 15.                  Force
  Majeure.- The obligation to pay the Annual Rental Fee shall be suspended
  when the execution of the Mining Activities is prevented, delayed or interrupted
  by an act of force majeure. Payment of the obligation shall be suspended
  for the period of duration of the act of force majeure. In case of force
  majeure, the terms for payment of the suspended obligation(s) shall be advanced
  by the number of days equal to the period of existence of the force majeure.
   

 15.1.           The
  parties acknowledge as acts of force majeure, the following: any act
  of God or human act, such as earthquakes, volcanic eruptions, hurricanes, fires,
  floods, storms, accidents, droughts, avalanches, uprisings, rebellions, revolutions,
  wars, strikes, illegal confinement, acts of authority, impossibility to access,
  or complete obstacle to, the mining lots covered by the Mining Concessions and,
  in general, any other act not related to the will of the parties that prevents
  or delays the execution of the Mining Activities. 

 15.2.           In
  the event of force majeure, the Company shall, as prompt as reasonably
  possible, deliver a notice to the Ejido to inform it of the estimated period
  of time during which payment of the respective Annual Rental Fee is expected
  to be suspended. On disappearance of the force majeure, the Company shall
  notify the 









Ejido accordingly and it shall, as prompt as reasonably possible, proceed with compliance of the suspended obligation(s).


 16.                  Notices.-
  Any notice or notification given or required to be given between the parties
  as a result of the application of this Agreement, including any notification
  required under judicial proceedings, shall be given in writing and personally
  delivered to the other party, or delivered by any way that assures undoubtedly
  its reception or notification and it shall be addressed to the latest domiciles
  set out by the parties under this Agreement, which domiciles are, until further
  notice is given, as follows: 

	If to the Ejido:	If to the Company:
	  	  
	Ejido Monterde	Minera Monterde S. de R.L. de C.V.
	Domicilio Conocido	Arizona 2055
	Poblado de Monterde	Col Las Aguilas
	Municipio de Guazaparez	Chihuahua, Chih.
	Estado de Chihuahua	México
	México	 


 17.                  Successors
  and Assigns.- This Agreement is binding upon, and inures to the benefit
  of, the Ejido, the Company and their respective successors and assigns. 

 18.                  Whole
  Agreement.- This Agreement, schedules A, B and C attached hereto and the
  documents delivered as set forth hereunder, constitute the entire understanding
  of the parties in respect to the subject matter hereof, and they cancel and
  supersede any other agreement, contract or letter of intent that they may have
  executed in respect to the said subject matter, including, but not limited to
  the Prior Land Occupation Agreement. 

 19.                  Languages.-
  The parties sign and approve this Agreement in the English and Spanish languages.
  The parties agree that in the event of discrepancy between the two versions,
  the Spanish version shall prevail. The parties acknowledge to having obtained
  sufficient independent legal advice and to having read and understood (through
  their respective appointed interpreters and legal counsel) the legal effects
  and validity of this Agreement in both the Spanish and English versions. The
  English version is attached as schedule C hereto and made part hereof for all
  corresponding legal effects. 

 In witness whereof, the parties hereto after having read and
  understood the legal effects and validity of the premises set forth above, have
  caused this Agreement to be executed on the date and place above written. 









THE “EJIDO”



THE EJIDO MONTERDE



COMISARIADO EJIDAL


 “BLAS QUEZADA OZUNA”

  BLAS QUEZADA OZUNA

  Presidente del Comisariado Ejidal

  Fecha de nacimiento: 27 de Dic 1947

  Domicilio: Conocido Monterde 

 ”RAMON BALOIS MUÑOZ”

  RAMON BALOIS MUÑOZ

  Secretario del Comisariado Ejidal

  Fecha de nacimiento: 31 de Agosto 1951

  Domicilio: Conocido Monterde 

 ”MIGUEL PALACIOS TRIAS”

  MIGUEL PALACIOS TRIAS

  Presidente del Consejo de Vigilancia

  Fecha de nacimiento: 26 de Junio 1951

  Domicilio: Conocido Monterde 

 “MANUEL QUEZADA PONCE”

  MANUEL QUEZADA PONCE

  Tesorero

  Fecha de nacimiento: 13 de Julio de 1931 

  Domicilio: Conocido Monterde 

  

THE “COMPANY” 


MINERA MONTERDE, S. de R. L. de C.V.


 

  

   ”Alan Douglas Hitchborn”

  PER: ALAN DOUGLAS HITCHBORN

  ITS: GENERAL MANAGER