MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Agreement dated October 9, 2013 by and between FAL Minerals, LLC, an Alabama limited liability company (the “Company”), and Xxxxx Xxxxx & Associates, PLLC (the “Purchaser’’); and

WHEREAS, FAL Minerals, LLC. owes Xxxxx Xxxxx & Associates, PLLC legal fees for services performed in the amount of $10,000.00; and

WHEREAS, Xxxxx Xxxxx & Associates, PLLC has agreed to accept a membership interest in lieu of the past legal fees;

NOW THEREFORE, it is agreed as follows:

The terms of this Agreement shall only apply to legal services provided prior to the execution of this Agreement.

The Members agree to issue a TWO (2%) interest in FAL Minerals, LLC. to Xxxxx Xxxxx & Associates, PLLC, and each member shall contribute a portion of their interest in proportion to their ownership.

The new Membership Interests shall be as follows:

Xxxxx Xxxxx & Associates, PLLC			2	%
Xxxx Xxxxxxxx			58.8	%
Brazil Gold Corp			19.6	%
FAL Exploration Corp			19.6	%
Total			100.00	%

Each Member shall signify their agreement by signing below.

Xxxxx Xxxxx & Associates, LLC

Xxxx Xxxxxxxx

Brazil Gold Corp

FAL Exploration Corp.