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Exhibit 4.22 

AGREEMENT 

This Agreement, entered into as of February 1, 2006, ishereby made between Metallica Management Inc. ("Metallica" or "Client") locatedat 12200 East Briarwood Avenue, Suite 165, Centennial, Colorado 80112 and theIndependent Contractor set forth below in accordance with the following terms,conditions and provisions: 

1.*Identity of Independent Contractor(hereinafter "IC"):*Robert Martinez - Consulting Engineer   2477 E. Packsaddle Dr.   Coeur d'Alene, ID 83815   Telephone: (208) 772-7363 Social Security Number or Federal E.I.N.: ____________ 
Type of    Entity:[x] Sole    proprietorship[ ] Partnership
 [ ] Corporation[ ] Limited Liability    Company
 [ ] Other *2.*Scope of Services tobe Performed:*Consultant will provide management advisory and technical  consulting services involving the design, layout and operation of the  processing plant facility and leach pad at the Cerro San Pedro gold and silver  project in the State of San Luis Potosi, Mexico. The services under this  agreement will be rendered at the Cerro San Pedro project site in the State of  San Luis Potosi, Mexico. *3.*Terms of Payment:*IC shall be compensated for his services performed pursuant  to this Agreement at a rate of $125 per hour, not to exceed $1,000 per day. IC  shall submit invoices to Metallica detailing the services rendered on a  monthly or project basis. Metallica agrees to promptly pay such invoices. *4.*Reimbursement ofExpenses:*Metallica will reimburse IC for reasonable and customary expenses incurred  during the performance of IC's services. 
5. *Equipment, Tools, Materials or Supplies:*IC shall supply all equipment, tools, materials and/or supplies to  accomplish the services to be performed. 

6. *Federal, State and Local Payroll Taxes:*Neither Federal, state or local income tax, or any payroll  related taxes shall be withheld or paid by Metallica on behalf of IC or the  employees of IC. IC shall not be treated as an employee with respect to the  services performed hereunder for Federal or state tax purposes. 

 
7. *Notice to IC Regarding IC's Tax Duties and Liabilities:*IC understands that IC is responsible to pay, according to  law, IC's income tax. If IC is not a corporation, IC further understands that  IC may be liable for self-employment (social security and medicare) tax, to be  paid by IC according to law.*8.*Fringe Benefits:*Because IC is engaged in IC's own independently established business, IC is  not eligible to participate in any employee pension, health or other fringe  benefit plan of Metallica. *9.*Metallica NotResponsible for Workers' Compensation:*Metallica shall not maintain workers' compensation  insurance concerning IC or the employees of IC. IC agrees to comply with the  workers' compensation law concerning IC and the employees of IC, and shall  provide to Metallica a certificate of workers' compensation insurance. *10. Term of Agreement.This Agreement shall begin on February 1, 2006 and shall terminate on  December 31, 2006. *11. Termination Without Cause:Without cause, either party may terminate this agreement  after giving 30 days prior written notice to the other of intent to terminate  without cause. The parties shall deal with each other in good faith during the  30-day period after any notice of intent to terminate without cause has been  given. *12. Termination With Cause:With reasonable cause, either party may terminate this  agreement effective immediately upon giving of written notice of termination  for cause. Reasonable cause shall include a material violation of this  Agreement or any act exposing the other party to liability to others for  personal injury or property damage. *13. Non-waiver: The failure of either party to exercise any of its rights  under this agreement for a breach thereof shall not be deemed to be a waiver  of such rights or a waiver of any subsequent breach. *14. No Authority to Bind Metallica:IC has no authority to enter into contracts or agreements on behalf of  Metallica. This Agreement does not create a partnership between the parties. *15. Declaration by Independent Contractor.IC has complied with all Federal, state and local laws  regarding business permits, certificates and licenses that may be required to  carry out the work to be performed under this Agreement. *16. How Notices Shall be Given:Any notice given in connection with this agreement shall be  given in writing and shall be delivered by hand to the party or by certified  mail, return receipt requested, to the party at the party's address stated  herein. Any party may change its address stated herein by giving notice of the  change in accordance with this paragraph. *17. Choice of Law: Any dispute under this agreement or related to this agreement shall be  decided in accordance with the laws of the State of Colorado. *18. Entire Agreement: This is the entire agreement of the parties. *19. Severability: If any part of this Agreement is held unenforceable, the rest of this  Agreement will nevertheless remain in full force and effect. *20. Confidential Information: IC shall not at any time during the term of this Agreement,  or at any time thereafter, use or disclose proprietary information of  Metallica or any of its affiliates, without the written authorization of  Metallica. Affiliates of Metallica are as follows: 
Metallica Resources Inc.
Metallica Barbados Inc.
Minera Metallica Ltda.
Minera San Xavier S.A. de C.V.
MMM Exploraciones S.A. de C.V.
Datawave Sciences Inc.
De Re Holdings Inc.
Servicios del Plata y Oro, S.A. de C.V.
Raleigh Mining International Limited*21. Amendments: This Agreement may be supplemented, amended or revised only in writing by  agreement of the parties. 
Metallica Management Inc. 

  
/s/ Richard J. HallDate: March 29, 2006
Richard J. Hall 
President and Chief Executive Officer 
  
  
  
  
/s/ Robert MartinezDate: March 8, 2006
Robert Martinez 
Independent Contractor *****************