.


After Recording, Return To:

Crown Mines, L.L.C.

P. O. Box 743547

Dallas, Texas  75374-3547







ASSIGNMENT OF CONTRACTUAL WATER RIGHT




This Assignment of Contractual Water Right (this “Assignment”) is entered into between CROWN MINES, L.L.C., a Texas limited liability company, with an address of P. O. Box 743547, Dallas, Texas 75374-3547 (“Crown Mines”), and DEER TRAIL MINING COMPANY, L.L.C., a Nevada limited liability company, with an address of 8880 Rio San Diego Drive, 8th Floor, San Diego, California 92108 (“DTMC”), this 30th day of July, 2007 (“Effective Date”).  Crown Mines and DTMC may be referred to herein individually as a “Party” and collectively as the “Parties.”




RECITALS




A.

Crown Mines owns a contractual right to use water diverted under Water Right No. 63-3043 as evidenced and described in the Agreement between Cottonwood Irrigation Company and Deer Trail Development Corporation, dated July 28, 1977 (the “Contractual Right”), a copy of which is attached to this Agreement as Exhibit A.

B.

Concurrently with the Effective Date, Crown Mines conveyed to DTMC certain patented and unpatented mining claims and mill sites and dumps situated in Piute County, State of Utah, described in the attached Exhibit B (the “Claims”).

C.

DTMC desires to use the Contractual Water Right in its operation of the Claims.

D.

Crown Mines is willing to assign to DTMC one-half of its interest in the Contractual Water Right and concurrently with the Effective Date, Crown Mines has leased the remaining one-half of its interest in the Contractual Water Right to DTMC through that certain Water Rights Lease and Water Pipeline Easement Agreement.




AGREEMENT




NOW, THEREFORE, in consideration of their mutual covenants and promises described herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:




1.

Recordation of Agreement.  This Agreement may be recorded by a Party with any governmental agency, including in the offices of the County Recorder of Piute County, Utah, and Sevier County, Utah






1









2.

Lease of Water Right and Pipeline.  Crown Mines hereby assigns one-half of its interest in the Contractual Water Right to DTMC for purposes consistent with the approved uses of the Water Right and subject to the limitations set forth in the Agreement between Cottonwood Irrigation Company and Deer Trail Development Corporation, dated July 28, 1977, Exhibit A hereto.

3.

Acceptance of Assignment, Representation and Warranty of Compliance, and Agreement to Indemnify.  DTMC hereby accepts the assignment by Crown Mines of one-half of Crown Mine’s interest in the Contractual Water Right, and DTMC represents and warrants that it shall at all times comply with the covenants and restrictions set forth in the Agreement between Cottonwood Irrigation Company and Deer Trail Development Corporation, dated July 28, 1977, Exhibit A hereto, as if it were a party thereto and that it shall indemnify Crown Mines, its officers, directors, employees, agents and assigns, for any breach by DTMC, or its officers, directors, employees, agents and assigns of such covenants or restrictions.

4.

Filing of Change Applications Restricted.  DTMC shall not file any permanent or temporary change applications on the Contractual Water Right without the express prior written consent of Crown Mines, which consent may be withheld by Crown Mines if Crown Mines, in its sole but reasonable discretion, determines that such change application could jeopardize the Contractual Water Right or the underlying Water Right No. 63-3043 .

5.

Notices.  All notices, payments and other required communications (“Notices”) to the Parties shall be in writing, and shall be addressed as follows:

If to Crown Mines:

Crown Mines, L.L.C.

P. O. Box 743547

Dallas, Texas  75374-3547




With a Copy to:

Michael R. Haggerty

Jackson Walker L.L.P.

901 Main Street, Suite 6000

Dallas, Texas  75202




If to DTMC:

Deer Trail Mining Company, L.L.C.

8880 Rio San Diego Drive, 8th Floor

San Diego, California  92108




With a Copy to:

Robert N. Wilkinson, Esq.

60 East South Temple, Suite 1200

Salt Lake City, Utah  84111




All Notices shall be given by personal delivery, by electronic communication or facsimile, with a confirmation sent by registered or certified mail return receipt requested, or by commercial courier service.  All Notices shall be effective and shall be deemed delivered on the date of delivery if delivered during normal business hours, and if not delivered during normal business hours, on the next business day following delivery.  A Party may change its address by Notice to the other Party.






2









6.

Authority.  Crown Mines and DTMC represents and warrants to the other that its undersigned officer has been duly authorized and has the power and authority to execute this Agreement on its behalf.

7.

Successors and Assigns.  This Agreement and the covenants contained herein shall be binding upon and inure to the benefit of the Parties, their successors and assigns.

IN WITNESS WHEREOF, the parties have caused this Agreement to be properly executed by persons thereunto duly authorized for the purposes therein stated.

EXECUTED as of the date first above written.

DEER TRAIL MINING COMPANY, L.L.C.,

CROWN MINES, L.L.C.,

a Nevada limited liability company

a Texas limited liability company




By:  _/s/ Mark A. Lopez___________

By:  _/s/ I.N. Fehr_______________

Its:  _Manager___________________

Its:  _________________________









3









STATE OF CALIFORNIA

)

: ss.

COUNTY OF

SAN DIEGO

)




The foregoing instrument was acknowledged before me this 31 day of July, 2007, by Mark A. Lopez, Manager of DEER TRAIL MINING COMPANY, L.L.C., a Nevada limited liability company.

[NOTARY SEAL]

_/s/ Vivian T. Harris___________

Notary Public

























STATE OF TEXAS

)

: ss.

COUNTY OF

DALLAS

)




The foregoing instrument was acknowledged before me this 30th day of July, 2007, by I.N. Fehr, the President of CROWN MINES, L.L.C., a Texas limited liability company.

[NOTARY SEAL]

_/s/ Lorlee C. Bartos____________

Notary Public












4









EXHIBIT A

To Assignment of Contractual Water Right




Agreement between Cottonwood Irrigation Company and 

Deer Trail Development Corporation, dated July 28, 1977












5
















6
















7
















8
















9



















10









EXHIBIT B

TO ASSIGNMENT OF CONTRACTUAL WATER RIGHT

PART 1

Crown Mines L.L.C. Claims Purchased by Deer Trail Mining Company, L.L.C.

Patented Claims Located in Piute County, Utah




			
	CLAIM NAME

	 
	MINERAL SURVEY NUMBER


	CLIFF

	 
	MS 41


	DEER TRAIL

	 
	MS 42 A


	DEER TRAIL

	#01

	MS 6365 A


	DEER TRAIL

	#01 MILLSITE

	MS 6385 B


	DEER TRAIL

	#02

	MS 6365 A


	DEER TRAIL

	#02 MILLSITE

	MS 6365 B


	DEER TRAIL

	#03

	MS 6365 A


	DEER TRAIL

	#03 MILLSITE

	MS 6365 B


	DEER TRAIL

	#04

	MS 6396


	DEER TRAIL

	#05

	MS 6403 A


	DEER TRAIL

	#05 MILLSITE

	MS 6403 B


	DEER TRAIL

	#07

	MS 6403 A


	DEER TRAIL

	#08

	MS 6736


	DEER TRAIL

	#09

	MS 6736


	DEER TRAIL

	#10

	MS 6736


	DEER TRAIL

	#20

	MS 6736


	DEER TRAIL

	#30

	MS 6717


	DEER TRAIL

	#33

	MS 6717


	DEER TRAIL

	#34

	MS 6717


	DEER TRAIL

	#35

	MS 6717


	DEER TRAIL

	#36

	MS 6717


	DEER TRAIL

	#37

	MS 6717


	DEER TRAIL

	#38

	MS 6736


	DEER TRAIL FRAC.

	 
	MS 6717


	DEER TRAIL MILLSITE

	 
	MS 42 B


	DEWITT & FERGUSON

	 
	MS 52 A


	*DEWITT & FERSUSON MILLSITE

	MS 52 B


	GREEN EYED MONSTER

	 
	MS 43 A


	MONSTER APEX

	 
	MS 5972


	MONSTER APEX #2

	 
	MS 5972


	PLUTO

	 
	MS 46


	SPHINX

	 
	MS 6397




TOTAL CLAIMS    32

*DEWITT & FERGUSON MILLSITE MINERAL RIGHTS ONLY






11









EXHIBIT B




To Water Rights Lease and Water Pipeline Easement Agreement

PART II

Crown Mines L.L.C. Claims Purchased by Deer Trail Mining Company, L.L.C.

Unpatented Claims Located in Piute County, Utah




					
	CLAIM NAME

	RECORDED BOOK

	RECORDED PAGE 

	AMENDED BOOK PAGE

	BLM SERIAL NUMBER


	APEX LODE

	D

	452

	 
	95579


	ATHENIA

	D

	423

	 
	95580


	BUSTER

	G

	459

	 
	95585


	BUSTER NO.1

	G

	460

	 
	95586


	BUSTER NO.2

	G

	461

	 
	95587


	BUSTER NO.3

	G

	461

	 
	95588


	BUSTER NO.4

	M

	129

	 
	95589


	BUSTER NO.5

	M

	130

	 
	95590


	BUSTER NO.6

	M

	131

	 
	95591


	BUSTER NO.7

	M

	131

	 
	95592


	BUSTER NO.8

	M

	132

	 
	95593


	BUSTER NO.9

	M

	133

	 
	95594


	CALEDONIA LODE

	D

	588

	 
	95596


	CINNABAR LODE

	D

	584

	 
	95599


	CLIFF NO. 1

	D

	371

	 
	95600


	CLIFF NO. 2

	D

	372

	 
	95601


	CLIFF NO. 3

	D

	372

	 
	95602


	CLIFF NO. 4

	D

	373

	 
	95603


	CLIFF NO. 5

	D

	373

	 
	95604


	CLIFF NO. 6

	D

	373

	 
	95605


	CLIFF NO. 7

	D

	374

	 
	95606


	CLIFF NO. 8

	D

	374

	 
	95607


	COLUMBINE LODE

	D

	586

	 
	95608


	CREST LODE

	D

	452

	 
	95610


	DEER TRAIL EXT.

	C

	250

	 
	95666


	DEER TRAIL EXT. NO. 01

	C

	250

	 
	95667


	DEER TRAIL EXT. NO. 02

	C

	250

	 
	95668


	DEER TRAIL EXT. NO. 03

	C

	251

	 
	95669


	DEER TRAIL EXT. NO. 04

	C

	251

	 
	95670


	DEER TRAIL EXT. NO. 05

	C

	252

	 
	95671


	DEER TRAIL EXT. NO. 06

	C

	252

	 
	95672


	DEER TRAIL EXT. NO. 07

	C

	253

	 
	95673


	DEER TRAIL EXT. NO. 08

	C

	253

	 
	95674









12














					
	DEER TRAIL EXT. NO. 09

	C

	253

	 
	95675


	DEER TRAIL EXT. NO. 10

	C

	254

	 
	95676


	DEER TRAIL EXT. NO. 11

	C

	254

	 
	95677


	DEER TRAIL EXT. NO. 12

	ll

	710

	JJ               65

	353982


	DEER TRAIL EXT. NO. 13

	ll

	711

	 
	353983


	DEER TRAIL EXT. NO. 14

	ll

	772

	 
	353984


	DEER TRAIL EXT. NO. 15

	ll

	713

	 
	353985


	DEER TRAIL EXT. NO. 24

	ll

	722

	 
	353994


	DEER TRAIL EXT. NO. 25

	ll

	723

	 
	353995


	DEER TRAIL EXT. NO. 26

	ll

	724

	 
	353996


	DEER TRAIL EXT. NO. 27

	ll

	725

	 
	353997


	DEER TRAIL EXT. NO. 28

	ll

	726

	 
	353998


	DEER TRAIL EXT. NO. 29

	ll

	727

	 
	353999


	DEER TRAIL EXT. NO. 30

	ll

	728

	 
	354000


	DEER TRAIL EXT. NO. 31

	ll

	729

	 
	354001


	DEER TRAIL EXT. NO. 32

	ll

	730

	 
	354002


	DEER TRAIL EXT. NO. 33

	ll

	731

	 
	354003


	DEER TRAIL EXT. NO. 34

	ll

	732

	 
	354004


	DEER TRAIL EXT. NO. 35

	ll

	733

	 
	354005


	DEER TRAIL EXT. NO. 36

	ll

	734

	 
	354006


	DEER TRAIL EXT. NO. 37

	ll

	735

	 
	354007


	DEER TRAIL EXT. NO. 38

	ll

	736

	 
	354008


	DEER TRAIL EXT. NO. 39

	ll

	737

	 
	354009


	DEER TRAIL EXT. NO. 40

	ll

	738

	 
	354010


	DEER TRAIL EXT. NO. 41

	ll

	739

	 
	354011


	DEER TRAIL EXT. NO. 42

	ll

	740

	 
	354012


	DEER TRAIL EXT. NO. 43

	ll

	741

	 
	354013


	DEER TRAIL EXT. NO. 44

	ll

	742

	 
	354014


	DEER TRAIL EXT. NO. 45

	ll

	743

	 
	354015


	DEER TRAIL EXT. NO. 46

	ll

	744

	 
	354016


	DEER TRAIL EXT. NO. 47

	ll

	745

	 
	354017


	DEER TRAIL EXT. NO. 48

	ll

	746

	 
	354018


	DEER TRAIL EXT. NO. 49

	ll

	747

	 
	354019


	DEER TRAIL EXT. NO. 50

	ll

	748

	 
	354020


	DEER TRAIL EXT. NO. 51

	ll

	749

	 
	354021


	DEER TRAIL EXT. NO. 52

	ll

	750

	 
	354022


	DEER TRAIL NO. 11

	A

	135

	 
	95612


	DEER TRAIL NO. 12

	A

	142

	 
	95613


	DEER TRAIL NO. 13

	A

	142

	 
	95614


	DEER TRAIL NO. 14

	A

	143

	 
	95615


	DEER TRAIL NO. 15

	A

	143

	 
	95616


	DEER TRAIL NO. 16

	A

	144

	 
	95617









13














					
	DEER TRAIL NO. 17

	A

	144

	 
	95618


	DEER TRAIL NO. 18

	A

	145

	 
	95619


	DEER TRAIL NO. 19

	A

	145

	 
	95620


	DEER TRAIL NO. 21

	24

	114

	 
	95621


	DEER TRAIL NO. 22

	24

	114

	 
	95622


	DEER TRAIL NO. 23

	24

	115

	 
	95623


	DEER TRAIL NO. 24

	24

	116

	 
	95624


	DEER TRAIL NO. 25

	24

	117

	 
	95625


	DEER TRAIL NO. 26

	24

	117

	 
	95626


	DEER TRAIL NO. 27

	24

	118

	 
	95627


	DEER TRAIL NO. 28

	24

	119

	 
	95628


	DEER TRAIL NO. 29

	24

	120

	 
	95629


	DEER TRAIL NO. 31

	1

	599

	 
	95630


	DEER TRAIL NO. 32

	24

	122

	 
	95631


	DEER TRAIL NO. 39

	B

	99

	 
	95632


	DEER TRAIL NO. 40

	B

	100

	 
	95633


	DEER TRAIL NO. 41

	B

	100

	 
	95634


	DEER TRAIL NO. 42

	B

	101

	 
	95635


	DEER TRAIL NO. 43

	B

	245

	 
	95636


	DEER TRAIL NO. 44

	B

	246

	 
	95637


	DEER TRAIL NO. 45

	B

	247

	 
	95638


	DEER TRAIL NO. 46

	B

	245

	 
	95639


	DEER TRAIL NO. 47

	B

	246

	 
	95640


	DEER TRAIL NO. 48

	B

	270

	 
	95641


	DEER TRAIL NO. 49

	B

	322

	 
	95642


	DEER TRAIL NO. 50

	B

	322

	 
	95643


	DEER TRAIL NO. 51

	B

	323

	 
	95644


	DEER TRAIL NO. 52

	B

	323

	 
	95645


	DEER TRAIL NO. 53

	B

	324

	 
	95646


	DEER TRAIL NO. 54

	B

	324

	 
	95647


	DEER TRAIL NO. 55

	G

	227

	 
	95648


	DEER TRAIL NO. 56

	G

	227

	 
	95649


	DEER TRAIL NO. 57

	G

	228

	 
	95650


	DEER TRAIL NO. 58

	G

	229

	 
	95651


	DEER TRAIL NO. 59

	G

	229

	 
	95652


	DEER TRAIL NO. 60

	G

	230

	 
	95653


	DEER TRAIL NO. 61

	G

	231

	 
	95654


	DEER TRAIL NO. 62

	G

	231

	 
	95655


	DEER TRAIL NO. 63

	G

	232

	 
	95656


	DEER TRAIL NO. 64

	G

	233

	 
	95657


	DEER TRAIL NO. 65

	G

	233

	 
	95658


	DEER TRAIL NO. 66

	G

	234

	 
	95659









14














					
	DEER TRAIL NO. 67

	G

	234

	 
	95660


	DEER TRAIL NO. 68

	G

	235

	 
	95661


	DEER TRAIL NO. 69

	G

	235

	 
	95662


	DEER TRAIL NO. 70

	G

	236

	 
	95663


	DEER TRAIL NO. 71

	G

	237

	 
	95664


	DEER TRAIL NO. 72

	G

	447

	 
	95665


	FALCON LODE

	D

	584

	 
	95681


	FIRE FLY LODE

	D

	584

	 
	95682


	GOLDEN EAGLE LODE

	D

	583

	 
	95693


	GORGE LODE

	D

	453

	 
	95697


	GRAND VIEW LODE

	D

	423

	 
	95698


	HIDDEN TREASURE AMENDED

	D

	589

	 
	95701


	JONQUIL LODE

	D

	587

	 
	95705


	KIESTER

	D

	586

	 
	95706


	LA CIGALE

	D

	587

	 
	95707


	LINDA PLACER

	N

	125

	 
	95709


	LOWER CONTACT

	D

	450

	 
	95714


	MONSTER #3

	B

	123

	 
	95719


	MONSTER #4

	B

	123

	 
	95720


	MONSTER #5

	B

	124

	 
	95721


	MONSTER #6

	B

	124

	 
	95722


	MONSTER #7

	B

	125

	 
	95723


	MONSTER #8

	B

	125

	 
	95724


	MONSTER #9

	B

	126

	 
	95725


	MOUNTAIN CHIEF AMENDED

	D

	589

	 
	95726


	MOUNTAIN CHIEF NO. 1

	M

	128

	 
	95727


	MOUNTAIN CHIEF NO. 2

	M

	129

	 
	95728


	OLD CHANNEL LODE

	D

	464

	 
	95747


	OLD CHANNEL LODE NO. 1

	M

	81

	 
	95748


	PORCUPINE LODE

	D

	588

	 
	95742


	PORTAL LODE

	D

	453

	 
	95749


	PORTAL NO. 1

	M

	82

	 
	95750


	PORTAL NO. 2

	M

	83

	 
	95751


	PYRITE LODE

	D

	585

	 
	95729


	RED KNOLL LODE

	D

	453

	 
	95731


	SANTA MARIA

	D

	464

	 
	95735


	SILVER WEDGE

	D

	422

	 
	95737


	SLOPE NO. 1

	D

	450

	 
	95752


	SLOPE NO. 2

	D

	451

	 
	95753


	SLOPE NO. 3

	D

	451

	 
	95754









15














					
	SLOPE NO. 4

	M

	83

	 
	95755


	SLOPE NO. 5

	M

	127

	 
	95756


	SLOPE NO. 6

	M

	127

	 
	95757


	SNOW SHOE LODE

	D

	583

	 
	95760


	SYLVIA PLACER

	N

	126

	 
	95763


	TAMARAC LODE

	D

	585

	 
	95764


	THE REEF LODE

	D

	588

	 
	95732


	TOMAHAWK LODE

	D

	583

	 
	95767


	TOPAZ LODE

	D

	587

	 
	95768


	VICTORY LODE

	D

	586

	 
	95771


	WHITE FLINT LODE

	D

	423

	 
	95776


	WILD CAT LODE

	D

	585

	 
	95758


	WOODLAND LODE

	D

	451

	 
	95759


	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	TOTAL CLAIMS

	170

	 
	 
	 

















16