Xxxxxxx Gold U. S. and Bald Mountain Buyer desire to enter into an exploration joint venture with respect to the Bald Mountain Exploration Assets, all upon the terms and conditions set forth herein and, in connection therewith, Bald Mountain Buyer wishes to purchase the Membership Interest. In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
