Western Silver Corp Sample Contracts

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DEFINITIONS
Underwriting Agreement • December 15th, 2004 • Western Silver Corp • Miscellaneous metal ores • Ontario
COMPANIA de MINERALES de ZACATECAS, S. de R.L. de C.V. c/o Apex Silver Mines Corporation Denver, CO 80203 June 1, 2002
Letter Agreement • April 1st, 2003 • Western Silver Corp • Miscellaneous metal ores • British Columbia

This Letter Agreement and its Attachments (collectively, the "Letter Agreement") are intended to set forth the terms and conditions of agreement between Compania de Minerales de Zacatecas, S. de R.L. de C.V. ("CM"), a Mexican company and wholly-owned subsidiary of Cordilleras Silver Mines L.D.C., a Cayman Islands corporation ("Apex"); and WCI Jeronimo Mexico, S.A. de C.V. ("WJM"), a Mexican company and a wholly-owned subsidiary of WCI (Geronimo) Limited [BVI], which is a wholly-owned subsidiary of Western Copper International Ltd. [BVI], which is a wholly-owned subsidiary of Western Copper Holdings Limited, a British Columbia corporation ("Western"); regarding the San Jeronimo Property, State of Zacatecas, Mexico, effective as of the date written above ("Effective Date"), regardless of the dates upon which it actually is signed by the parties hereto.

CONSULTING AGREEMENT
Consulting Agreement • April 1st, 2003 • Western Silver Corp • Miscellaneous metal ores • British Columbia

WESTERN COPPER HOLDINGS LIMITED, a body corporate, having its Head Office at Suite 1650, 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6

COMPANIA de MINERALES de ZACATECAS, S. de R.L. de C.V. c/o Apex Silver Mines Corporation 1700 Lincoln Street, Suite 3050 Denver, CO 80203
Letter Agreement • April 1st, 2003 • Western Silver Corp • Miscellaneous metal ores • British Columbia

This Amended and Restated letter agreement and its Attachments (collectively, the "Letter Agreement") are intended to set forth the terms and conditions of Agreement between Compania de Minerales de Zacatecas, S. de R.L. de C.V. ("CM"), a Mexican company and wholly-owned subsidiary of Apex Silver Mines Limited, a Cayman Islands corporation ("Apex"); and Minera Faja de Plata, S.A. de C.V. ("MFP"), a Mexican company and a wholly-owned subsidiary of WCI (Faja de Plata) Limited [BVI], which is a wholly-owned subsidiary of Western Copper International Ltd. [BVI], which is a wholly-owned subsidiary of Western Copper Holdings Limited, a British Columbia corporation ("Western"); regarding the El Pirul property, State of Zacatecas, Mexico, effective as of the date written above ("Effective Date"), regardless of the dates upon which it actually is signed by the parties hereto. This Letter Agreement replaces an agreement between the parties dated August 1, 2001.

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2003 • Western Silver Corp • Miscellaneous metal ores • British Columbia

WESTERN COPPER HOLDINGS LIMITED, a body corporate having its head office at Suite 1650, 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6

CONSULTING AGREEMENT
Consulting Agreement • April 1st, 2003 • Western Silver Corp • Miscellaneous metal ores • British Columbia

WESTERN COPPER HOLDINGS LIMITED, a body corporate, having its Head Office at Suite 1650, 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6

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