FIRST PHASE, INITIAL INVESTMENT Clause Samples

FIRST PHASE, INITIAL INVESTMENT. 3.1.- MRT will invest in SUNBURST and MEXORO up to the amount of de US$1,000,000.00 (ONE MILLION DOLLARS 00/100) within 5 months from the execution of the Letter of Intent mentioned in the above Statement III, paragraph c), to be used as work capital of SUNBURST AND MEXORO, by 1 (one) initial payment of US$250,000.00 and 5 (five) monthly payments of US$150,000.00. 3.2.- For each payment made by MRT according to the above paragraph, MEXORO shall subscribe Secured Convertibles Debentures. These shall bear an annual interest at the rate of 8% and a conversion date to December 31, 2010. The interest shall be paid every quarter in cash or in common stock, at the discretion of MEXORO. Payment of interests made in common shares shall be calculated at a 20% discount to the 20 day trading average of the shares as quoted on the OTC BB or other such exchange as the case may be. The Secured Convertible Debentures authorize MRT to change the invested amounts for Units whose value shall be US$0.60 each. Each Unit consists of 2 (two) common shares of MEXORO and a Warrant, exercisable at US$0.50 per share for a period of 3 years. If the 30 thirty days trading average of the shares as quoted on the OTC BB or other such exchange, before the mature date is US$0.60 or higher per share, MRT will be obligated to convert into shares the amount owed on the Convertible Debenture. 3.3.- The Secured Convertible Debentures shall be guaranteed with a Unilateral Assumption of Obligations and constitution of Industrial Mortgages made by SUNBURST, over its assets and rights, which shall be due in a recordable manner in the Mining Public Registry and the Real Estate and Commerce Public Records Office, at the place of registration as appropriate. It is understood that such a pledge will be subordinate to the current security agreement with Paramount Gold and Silver Corp. 3.4.- Any payment made by MRT during this phase, shall produce the right for MRT to enter into the SECOND and THIRD phase further described.