ADDENDUM TO SECURITY AGREEMENT DATED MAY 9, 2008
EXHIBIT 10.4
DATED
MAY 9, 2008
This Addendum to Security Agreement
(the “Addendum”) dated as of June 18 , 2008 between MEXORO MINERALS
LTD., a Colorado corporation, (“Borrower”), and
Paramount Gold and Silver Corp., a Delaware corporation, (“Lender”).
WHEREAS, the Lender and Borrower are
concurrently entering into a Second Secured Convertible Debenture, dated as of
even date hereof (as amended, modified or supplemented from time to time in
accordance with its term) pursuant to which the Lender will
make a loan to the Borrower in the Principal Amount of
$370,000 pursuant to, and subject to the terms and conditions
thereof; and
WHEREAS, the Lender and
Borrower have previously executed a Security Agreement dated May 9, 2008 (the
“Security Agreement”); and
WHEREAS, the parties wish to
amend the Security Agreement all subject to the terms and conditions
of this Addendum.
NOW THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, it is agreed:
1. All funds advanced
to the Borrower pursuant to the Second Secured Convertible Debenture, and all
other future loans or advances made to the Borrower which are to be secured by
the assets of the Borrower shall be subject to the terms and
conditions as set forth in the Security Agreement.
2. The terms and conditions
set forth in the Security Agreement are specifically incorporated herewith by
reference.
3. Borrower undertakes
to execute such further documents as may be requested by Lender in order to
perfect Lender’s security interest in all current and after acquired assets of
the Lender together with the proceeds thereof.
This Addendum is executed this 18th day of
June 2008.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto
have duly executed this Addendum to the Security Agreement as of the day and
year first above written.
Paramount Gold and Silver
Corp.
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title:
Schedule
I
The
Collateral