BINDING COMMITMENT TO PURCHASE (PICACHO)

BINDING COMMITMENT TO PURCHASE (PICACHO)

THIS BINDING COMMITMENT TO PURCHASE (this “Agreement”) is made as of the 19th day of December, 2007

BETWEEN: CORPORACION AMERMIN S.A DE C.V

Xxxxx Xxxxxxxxx #200, Col. Deportistas, 00000, Xxxxxxxxx, Xxxxxxxxx, Xxxxxx;

(the "Seller")

OF THE FIRST PART

AND: XXXXXX LA CAMERA MEXICO, S.A. DE C.V.

_________________;

(the "Buyer")

OF THE SECOND PART

AND INTERVENED TO THE AGREEMENT:

AND: XXXX XXXX RECOURCES CORP. ,

a company incorporated under the laws of Nevada, having its registered office at Xxxx Xxxx Resources Corp., 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000;

(“Xxxx Xxxx”)

AND: LA CAMERA MINING INC.,

a company incorporated under the Business Corporations Act (Ontario), having its registered office at 000 Xxxxx Xxxxxx Xxxx, Xxxxx Xxxxxxxxx Xxxx, Xxxxxxx, XX X0X 0X0;

(“CAMERA”)

WHEREAS:

Xxxx Xxxx has a 99.9% beneficial interest in the Seller, and the Seller has Contractual Interests (as hereinafter defined) in the Property (as hereinafter defined).

Initials: ____________________ / _____________________

The “Property” shall mean the mineral claim blocks, mining leases, other mining interests and other rights in and to the real property related thereto as described in Schedule “A” attached hereto. Any reference herein to any mineral claim blocks comprising the Property includes any mineral leases or other interests into which such mineral claim blocks may have been converted. The “Contractual Interests” shall mean Seller’s interest in the option contracts related to the Property described in Schedule “B” attached hereto; and

Pursuant to a Master Agreement dated December 14, 2007 between Xxxx Xxxx and CAMERA (the “Master Agreement”), Xxxx Xxxx has agreed to cause the Seller to grant an exclusive commitment to purchase to the Buyer to acquire a 70% undivided interest in and to the Property on the terms and conditions hereinafter set forth, and the Buyer has executed and delivered certain promissory notes as more fully described therein (collectively, the “Notes”);

NOW THEREFORE the parties hereto agree as follows:

DEFINITIONS

For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:

(a)

“Assumed Obligations” shall mean all of those obligations, covenants and burdens under the Contractual Interests which are expressly set forth in this Agreement, including, without limitation, those set forth in Section 3 below and those on Schedule “C” attached hereto;

(b)

"Bankable Feasibility Study" means a detailed study of the Property in which all geological, engineering, operating, economic and other relevant factors are analyzed in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the Property for mineral production;

(c)

"Commitment Period" means the period from the date of this Agreement to and including the sooner of (i) the date of the exercise of the Commitment to Purchase in accordance with this Agreement, or (ii) the termination of this Agreement;

(d)

"Commitment to Purchase" means the exclusive right to acquire up to a 70% undivided interest in and to the Property as provided in this Agreement;

(e)

"Exploration Expenditures" means the sum of all direct expenditures on the exploration and development of the Property, including those of a capital nature that have been pre-approved by the Seller, but excluding equity related incentives, taxes and costs contemplated under Section 3 of this Agreement, with the exception of Sections 3(b)(iv), incurred or

Initials: ____________________ / _____________________

chargeable by the Buyer with respect to the exploration and development of the Property; and

(f)

“Permits” means all licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with, any governmental authority, or any other person, necessary for the past, present or anticipated conduct of, or relating to the operation of the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER

(a)

Each of the representations and warranties made by the parties under the Master Agreement is hereby incorporated into this Agreement as if such representation and warranty was fully restated and made hereunder.

(b)

In addition to the representations and warranties under the Master Agreement, the Seller represents and warrants to and covenants with the Buyer, that:

(i)

the Seller holds the Contractual Interests free and clear of all liens, charges and claims of others, except as contained in Schedule "A" hereto;

(ii)

there are not any adverse claims or challenges against or to the ownership of or title to any of the Contractual Interests, and there are no outstanding agreements or options to acquire or purchase the Contractual Interests or any portion thereof, and no person other than the Seller, pursuant to the provisions hereof, has any royalty or other interest whatsoever in production from any of the Contractual Interests; and

(iii)

the contracts and documents which make up the Contractual Interests as set forth on Schedule “B” attached hereto are in full force and effect, and, as of the date hereof, to the best of its knowledge, the Seller has fulfilled each of its material obligations and duties thereunder.

GRANT OF COMMITMENT TO PURCHASE / CONSIDERATION

(a)

The Seller hereby grants to the Buyer the Commitment to Purchase, which shall be a right to acquire a 70% undivided interest in and to the Property, subject to the terms of this Agreement, free and clear of all charges, encumbrances and claims, except for those set out in Schedule "A" hereto.

Initials: ____________________ / _____________________

(b)

In consideration for the Commitment to Purchase, the Buyer shall:

(i)

fulfill and assume all the Assumed Obligations of the Seller, including, without limitation, making all the payments in accordance with the payment schedule included hereto within Schedule “C”, which payments shall be made to the Seller on or before the Payment Due Date from the Buyer (which is fourteen (14) days prior to the Payment Scheduled Due Date) as such terms are set forth on Schedule “C.” All such payments shall be made pursuant to the wire transfer instructions set forth in Schedule “E” or as otherwise directed by Seller;

(ii)

refurbish the existing processing facility on the Property, with a minimum of $900,000 in capital expenditures, on or before March 31, 2008 and provide all necessary operating capital and other investments to cause the Property to be operating with a minimum threshold of 550 tonnes per day as soon as possible but no later than June 30, 2008 (collectively, the “Production Investment”);

(iii)

acquire and pay all acquisition costs, including any associated IVA or ISR taxes, of four (4) additional titles within the boundaries of the Property as set forth on Schedule “D” attached hereto (the “New Properties”). Upon acquisition of the New Properties, (x) the definition of “Property” shall be revised to include the New Properties; (y) the definition of “Contractual Interests” shall be revised to include the option contracts related to the New Properties; and (z) the definition of “Assumed Obligations” shall be revised to include all obligations, covenants and burdens under the Contractual Interests related to the New Properties; and

(iv)

in addition to obligations set forth elsewhere in this Agreement, incur, at a minimum, $1,250,000 for calendar year 2008 and $2,000,000 per year for each calendar year thereafter, in Exploration Expenditure on the Property until a Bankable Feasibility Study demonstrates a minimum production threshold for the Property of 2,500 tonnes per day. In the event that the Buyer spends, in any calendar year through the required period, less than the specified sum, the Buyer shall, in addition to its Exploration Expenditures due for the subsequent years, invest twice such difference (the “Doubled Deficit”) as an additional Exploration Expenditure in the Property within a three (3) month period after the end of such year, and if not done within such three (3) month period, the Buyer shall pay to the Seller any portion of the Doubled Deficit which is not so invested immediately upon the expiry of that

Initials: ____________________ / _____________________

three (3) month period in full satisfaction of the Exploration Expenditures obligations set forth above for such prior year.

(c)

During the Commitment Period, the Buyer shall cause all net revenue resulting from production under the Contractual Interests and the Property to be divided between La Camera and Xxxx Xxxx as follows: La Camera will retain seventy percent (70%) of the net revenue and Xxxx will retain thirty percent (30%) of the net revenue.

(d)

In the event that La Camera undertakes to purchase any additional properties or contractual interests which are within a two (2) mile radius of the Property, then such costs will be borne by La Camera exclusively. The definition of “Property” shall be revised to include the additional properties and the definition of “Assumed Obligations” shall be revised to include all obligations, covenants and burdens under the option contracts related to the additional properties.

(e)

La Camera will pay all semi-annual concession rights payments and complete all annual work assessment reports due in connection with the Contractual Interests on a timely basis, as per relevant Mexican laws and regulations.

(f)

Prior to the transfer of the Property pursuant to the Commitment to Purchase (the “Transfer”), La Camera will enter into a Joint Operating Agreement with Xxxx Xxxx in accordance with Section 10 of this Agreement.

(g)

La Camera shall fulfill each and every of its obligations, covenants and conditions under that certain Letter of Agreement dated as of November 30, 2007 by and among the Seller, La Camera, Xxxx Xxxx and Lateegra Gold Corp., including, without limitation, the payment of the Cash Payment and the making of the Share Payment as such terms are defined therein.

(h)

if the Gross Sales (as hereinafter defined) less the Direct Operating Costs (as hereinafter defined) of the Property is less than $2,000,000 for the 2008 calendar year, the $500,000 payment obligation to Xxxx Xxxx due on December 31, 2008 under clause 1(iii)(c) of the Master Agreement (as such payment is also set forth in the related Note) shall be terminated (the “Payment Termination Test”) (unless Buyer shall not have fulfilled all of its obligations, covenants and conditions under this Agreement, including without limitation, the Production Investment set forth in Section 3(b)(ii) above.

Initials: ____________________ / _____________________

(i)

The term “Gross Sales” shall mean the aggregate value of all mining product shipped and received from the Property during calendar year 2008, to be calculated, in the case of gold, at the higher of the actual price or $650 per ounce.

(j)

The term “Direct Operating Costs” shall mean the reasonable, on-site, actual direct costs of operating the Property without regard to overhead, taxes, depreciation, amortization, interest, cost allocations from CAMERA or any administrative costs.

OBLIGATIONS OF THE BUYER DURING COMMITMENT PERIOD

During the Commitment Period the Buyer shall:

(a)

provide to Xxxx Xxxx a statement of the Exploration Expenditures, excluding IVA taxes, along with supporting documents, on a quarterly basis and upon incurring the required Exploration Expenditures. Xxxx Xxxx, within ninety (90) days of receipt of the final statement of the Exploration Expenditures, shall review all the statements for eligible spending and send a letter to the Buyer stating whether the Buyer has met its Exploration Expenditure obligations as outlined in Section 3(b)(iv).

(b)

maintain in good standing the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of all taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep the Property free and clear of all liens and other charges arising from the Buyer's activities thereon;

(c)

duly record all exploration work carried out on the Property by the Buyer as assessment work ;

(d)

permit the Seller and its directors, officers, employees and designated consultants, at their own risk and expense, access to the Property at all reasonable times for all reasonable purposes;

(e)

conduct its operations on the Property in a good and workmanlike fashion and in accordance with the Contractual Interests, all applicable laws, regulations, orders and ordinances of any governmental authority;

(f)

indemnify and save the Seller harmless in respect of any and all costs, claims, liabilities and expenses arising out of the Buyer's activities on the Property or pursuant to the Contractual Interests;

Initials: ____________________ / _____________________

(g)

deliver to the Seller, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of the Buyer with respect to the Property;

(h)

provide regular reasonable updates, requested by the Seller not less frequently than once every financial quarter of CAMERA, of all work done or contemplated with respect to the Property;

(i)

fulfill all requirements, covenants and obligations under and in connection with the Assumed Obligations;

(j)

use best efforts to productively operate the Property in accordance with sound mining practices and best reasonable efforts to achieve an optimal productivity therefrom;

(k)

fulfill each of its covenants, conditions and obligations under this Agreement, the Master Agreement, the Notes and the other documents and instruments described in the Master Agreement; and

(l)

provided each of the Buyer’s obligations under this Agreement have been fulfilled in a timely manner, the Buyer, in consultation with Xxxx Xxxx, shall act as the “operator” of the operations on the Property.

EXERCISE OF COMMITMENT TO PURCHASE / TRANSFER OF PROPERTY

Provided all of the terms and conditions contained in this Agreement have been fulfilled in a timely manner, the Buyer may exercise the Commitment to Purchase by delivering to the Seller written notice of its intention to exercise the Commitment to Purchase. Such written notice shall be delivered to the Seller on or before December 31, 2010. Provided (i) such notice is given, (ii) all of the terms and conditions contained in this Agreement have been fulfilled, and (iii) the Contractual Interests have not been terminated, altered or modified at no fault of Seller, then the Commitment to Purchase shall be effective as of January 15, 2011, at which time the following shall occur:

(a)

a 70% undivided right, title and interest in and to the Property shall be transferred to the Buyer, free and clear of all charges, encumbrances and claims except for those set out in Schedule "A" hereto; and

(b)

the Seller and the Buyer shall enter into a Joint Operating Agreement in accordance with Section 10 below in a form agreeable to all concerned parties.

RIGHT OF ENTRY

Throughout the Commitment Period, the Buyer shall, subject to the terms of the Contractual Interests, have the right in respect of the Property to:

Initials: ____________________ / _____________________

(a)

enter thereon;

(b)

have quiet possession thereof;

(c)

do such prospecting, exploration, development and other mining work thereon and thereunder as the Contractual Interests and applicable law permit and the Buyer in its sole discretion may determine advisable;

(d)

bring upon and erect upon the Property such buildings, plant, machinery and equipment as the Buyer may deem advisable; and

(e)

remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.

TERMINATION OF COMMITMENT TO PURCHASE

(a)

The Commitment to Purchase shall terminate:

(i)

by mutual written consent of the Parties;

(ii)

the Seller may terminate this Agreement by giving written notice to the Buyer, in the event any of CAMERA or the Buyer has breached any material representation, warranty, or covenant contained in this Agreement and the Seller has notified the Buyer of the breach and the Buyer has failed to correct the same within ten (10) days; and

(iii)

the Buyer may terminate this Agreement by giving written notice to the Buyer, in the event any of Xxxx Xxxx or the Seller has breached any material representation, warranty, or covenant contained in this Agreement and the Buyer has notified the Seller of the breach and the Seller has failed to correct the same within ten (10) days.

(b)

If the Commitment to Purchase is terminated otherwise than upon the exercise thereof, the Buyer shall:

(i)

leave in good standing for a period of at least six (6) months from the termination of the Commitment Period those mineral claims comprising the Contractual Interests, to the extent allowable by the laws of the jurisdiction in which the Property is situated;

(ii)

deliver or make available at no cost to the Seller within thirty (30) days of such termination, all drill core, copies of all reports, maps, assay results and other relevant technical data compiled by, prepared at the direction of, or in the possession of the Buyer with respect to the Property and not theretofore furnished to the Seller; and

Initials: ____________________ / _____________________

(iii)

reclaim the Property in accordance with the requirements of all applicable environmental laws and regulations, but only to the extent that such requirements result from the Buyer's activities on the Property hereunder.

TRANSFERS

Neither the Seller nor the Buyer may transfer, sell, pledge, assign, sublet or convey any interest under this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Any transfer without such prior written consent shall be deemed null and void in its entirety.

SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF AGREEMENT

Subject to the restrictions noted below, the Buyer may in its sole discretion at any time during the Commitment Period elect to abandon all but not part of any “Mineral Claim Block” comprised in the Contractual Interests by giving a thirty (30) day notice to the Seller of such intention. Each of the concession names identified on Schedule “A” attached hereto shall be deemed part of one, single Mineral Claim Block, which is hereinafter referred to as “Mineral Claim Block A”. Any subsequent additions acquired by the Buyer in accordance with Section 3 (b) (iii) or Section 15 of this Agreement may be deemed part of one or more other Mineral Claim Blocks, as the Parties may reasonably agree at the time of acquisition. In no case shall the Buyer be entitled to abandon any mineral concession which is part of a Mineral Claim Block without also abandoning each mineral concession in such Mineral Claim Block. The Buyer shall cause any Mineral Claim Block so abandoned to be in good standing under the laws of the jurisdiction in which they are situate for at least six (6) months from the date of abandonment; provided, however, the Buyer shall not be responsible for matters which keep an abandoned Mineral Claim Block from being in good standing if (A) such matters existed prior to the Buyer’s interest in the applicable claim and (B) the Buyer used its best efforts to cause such good standing. Upon any such abandonment, any Mineral Claim Block so abandoned shall, for all purposes of this Agreement, cease to form part of the Contractual Interests or the Property and, if title to such claims has been transferred to the Buyer, the Buyer shall, at the Seller’s request retransfer such title to the Seller at the Buyer's expense. In no case shall the abandonment of any one or more Mineral Claim Block affect in any way the Buyer’s obligations under the Master Agreement or the Notes unless the Buyer abandons each and every Mineral Claim Block under this Agreement, in which case, the Buyer’s obligations under the particular Note which corresponds to this Agreement (Picacho), but not the other Notes, shall cease with regard to payments not yet due and payable at the time of the full abandonment of Mineral Claim Blocks hereunder. With regard to any abandoned Mineral Claim Block, the Assumed Obligations related to the abandoned Mineral Claim Block, shall immediately cease as to such abandoned Mineral Claim Block upon abandonment of such Mineral Claim Block, however, all of the Buyer’s obligations for

Initials: ____________________ / _____________________

the Assumed Obligations which are not expressly applicable only to the abandoned Mineral Claim Block (including, without limitation, the Buyer’s obligations under Sections 3(b)(ii), (iii), (iv), 3(c), 3(d), 3(e), 3(f) and Section 4 of this Agreement), shall not change due to abandonment of any such Mineral Claim Block, and shall remain fully applicable to all remaining Mineral Claim Blocks, if any.

JOINT OPERATIONS

10.

CAMERA and Xxxx Xxxx agree that, prior to Transfer, CAMERA and Xxxx Xxxx shall enter into a Joint Operating Agreement with respect to the Property, which shall include the following terms and be applicable from and after the Transfer:

(a)

CAMERA shall be the operator of the joint venture, so long as it maintains a fifty percent (50%) or greater participating interest in the Property;

(b)

CAMERA shall be required to fund all joint venture and operating costs and expenditures, and Xxxx Xxxx shall not be required to make any funding nor shall Xxxx Xxxx’x 30% interest in the Property be subject to any dilution;

(c)

A management committee shall be formed, consisting of two representatives from each joint venture party. The management committee members shall have voting rights in proportion to the parties' respective participating interests. The operator shall present work programs and budgets to the management committee for approval. In the event of a tie vote, the operator shall have the deciding vote;

(d)

CAMERA shall provide to Xxxx Xxxx an audited statement of the expenditures, excluding IVA taxes, prepared by an independent accounting firm to be mutually accepted by both parties. CAMERA shall supply Xxxx Xxxx with any requested documents related to expenditures prepared by management as requested.

(e)

CAMERA shall be the operator of all exploration efforts regarding the Property so long as it meets all of the requirements stated in this Agreement. If at any time CAMERA fails to meet any of the requirements outlined, it shall immediately cease to be operator of exploration and/or production efforts. Xxxx Xxxx may have its representatives on location at any and all times to observe all operations.

(f)

The profits from operations shall be shared in accordance with the joint venture interest of each Party.

ARBITRATION

Initials: ____________________ / _____________________

11.

(a)

All questions or matters in dispute under this Agreement shall be submitted to arbitration pursuant to the terms hereof.

(b)

It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than ten (10) days' prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such ten (10) days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in paragraph (c).

(c)

The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within fifteen (15) days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within thirty (30) days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed by the two arbitrators appointed by the parties The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in the City of Chihuahua, Mexico, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award.

(d)

The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.

DEFAULT

12.

If at any time during the Commitment Period a Party is in default of any provision in this Agreement, the other Party may terminate this Agreement, but only if:

(a)

it shall have first given to the other Party a notice of default containing particulars of the obligation which such Party has not performed, or the

Initials: ____________________ / _____________________

warranty breached and a time period of ten (10) days to cure such default; and

(b)

such Party has not, within the ten (10) day time period, cured such default.

NOTICES

13.

Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered or telecopied to such party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered or, if given by telecopier, shall be deemed conclusively to be the next business day. Either party may at any time and from time to time notify the other party in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.

GENERAL

14.

(a)

If there is any conflict between the terms of this Agreement and the terms of the Master Agreement, the terms of the Master Agreement shall control.

(b)

No consent or waiver expressed or implied by either party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach or default.

(c)

The Parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.

(d)

This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

(e)

This Agreement shall be governed by and construed in accordance with the laws of the Mexican United States.

(f)

Time shall be of the essence in this Agreement.

(g)

Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.

Initials: ____________________ / _____________________

(h)

Any reference in this Agreement to currency shall be deemed to be U.S. currency.

(i)

This Agreement may be executed in counterparts, and if so executed, each counterpart shall be deemed an original.

(j)

The titles or section headings of the various provisions of this Agreement are intended solely for convenience and ease of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any such provisions.

(k)

This Agreement may not be modified or altered except by a written instrument duly executed by all Parties, and in no case shall any modification or alteration be effective unless such written instrument is duly executed by Xxxx Xxxx and CAMERA.

AREA OF MUTUAL INTEREST

15.

(a)

If, during the term of this Agreement, any Party stakes or acquires any mineral claims located wholly or partly within an area two (2) miles from the outermost boundary of the Property, the acquiring Party shall forthwith give notice to the other Party of such staking or acquisition, the cost thereof and all details in the possession of that Party with respect to the nature of the claims and the known mineralization. Whenever possible, any Party which intends to acquire additional mineral claims located wholly or partly within an area of two (2) miles from the outermost boundary of the Property, shall inform the other Party of its intention and include the other Party in the acquisition decision and negotiations.

(b)

The other Party may, within thirty (30) days of receipt of the acquiring Party's notice, elect, by notice to the acquiring Party, to require that such claims be included in and thereafter form part of the Property, as an additional mineral claim block, for all purposes of this Agreement.

(c)

If the other Party makes such election, any such related claims shall be made in the name of the Seller and included in and thereafter form part of the Property as a part of an additional Mineral Claim Block (other than Mineral Claim Block A) for the purposes of Section 9 above. The acquisition costs, all expenditures and any associated taxes related to or arising from the acquisition of such mineral claims will be paid by the Buyer.

(d)

If the other Party does not make such election, such claims acquired or staked shall not form part of the Property and the acquiring Party shall be solely entitled thereto.

Initials: ____________________ / _____________________

(e)

Nothing contained herein or elsewhere in this Agreement is intended to bestow on the Buyer any right, power or interest to act as an agent of the Seller.

[signature page follows]

Initials: ____________________ / _____________________

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

AMERMIN S.A DE C.V

Per : /s/ Xxxxxx Xxxxxxx Ledezma____________

Xxxxxx Xxxxxxx Xxxxxxx, duly authorized

XXXXXX LA CAMERA MEXICO, S.A. DE C.V.

Per : /s/ Xxxxx Deslauriers_______________

duly authorized

XXXX XXXX RECOURCES CORP.

Per : /s/ Xxxxxxx Xxxxxxx Xxxxxx Xx. _________

Xxxxxxx Xxxxxxx Xxxxxx Xx., duly authorized

LA CAMERA MINING INC.

Per : /s/ Xxxxx Deslauriers_______________

duly authorized

Initials: ____________________ / _____________________

SCHEDULE "A"

Mineral Claim Block A.


Concession Name	Title Number
El Picacho	161,838
Unificación Rey de Oro	206,327
Mis Recuerdos	214,776
Picacho II	218,818
Picacho II	222,789
El Picacho I	222,925
Dos Amigos	225,511
Crestón	226,154

Future Mineral Claim Blocks will be added as they are acquired under Section 15 of this Agreement.

Initials: ____________________ / _____________________

SCHEDULE “B”

CONTRACTUAL INTERESTS

See Attached

Initials: ____________________ / _____________________

SCHEDULE “C”

PICACHO PROJECT


Mining Concessions:
Title:	Name:
161,838	El Picacho
206,327	Unificación Rey de Oro
214,776	Mis Recuerdos
218,818	Picacho II
222,511	Dos Amigos
222,789	Picacho II
222,925	Picacho I
226,154	Crestón

Payment and tax obligations:


Payment Scheduled Date	Payment Due Date from Buyer	Amount	IVA Taxes	Total Payment Due
1/31/2008	1/17/2008	$350,000	$52,500	$402,500
6/30/2008	6/16/2008	$450,000	$67,500	$517,500
11/30/2008	11/16/2008	$450,000	$67,500	$517,500
4/30/2009	4/16/2009	$650,000	$97,500	$747,500
9/30/2009	9/16/2009	$650,000	$97,500	$747,500
2/28/2010	2/14/2010	$750,000	$112,500	$862,500
8/31/2010	8/17/2010	$750,000	$112,500	$862,500
2/28/2011	2/14/2011	$900,000	$135,000	$1,035,000
8/31/2011	8/17/2011	$900,000	$135,000	$1,035,000

II.

Investments

The Buyer is obliged to pay fifty percent (50%) of the at least $300,000.00 Dollars for a minimum investment program, to be concluded by January 31^st, 2008, including the following activities:

Building of the installations required to connect the production plant to the electricity service provided by the Federal Electricity Commission, including the corresponding administrative proceedings;

Initials: ____________________ / _____________________

Filing of all required proceedings before the environmental authorities, pursuing the legal operation of the production plant and the mines;

Filing of all required proceedings for the use of the water well;

Replacement of the liners from the mill installed in the production plant;

Lining of the water tank installed in the production plant;

Termination of the project to build warehouses, offices, workshops, dormitories, dinning room, etc, located next to the production plant;

Rebuilding of two scoop trams;

Repair on drilling equipment;

Termination of the project to build the mining camping site, and;

Performing of, at least, six drills to quantify the mining reserves in the concessions.

The Buyer shall maintain good relationships with the farmers that own the superficial land located over the mining concessions, including the obligation to assume the costs of the general maintenance of roads, water dams and other constructions already built in the project’s site.

The Buyer shall pay all amounts due for the lease of the surface rights and applicable water rights where the production plant is located.

III.

Obligations before the Mining Authorities

The Buyer shall comply with all obligations before the General Mining Boreau, including the payment of any mining duties (each semester) and the filing of the required work assessments’ reports, as well as any other obligations to maintain in good standing said concessions.

IV.

Taxes

The Buyer shall pay all applicable taxes, including, without limitation, all ISR and IVA taxes, resulting from or related to the Contractual Interests, the Property and the operations conducted under this Agreement.

Initials: ____________________ / _____________________

SCHEDULE "D"

NEW PROPERTIES

Initials: ____________________ / _____________________

SCHEDULE "E"

Amermin Wiring Instructions

Bank Name:

Scotia Bank Inverlat

Address:

Ave Nines Heros #403

Chihuahua, Chihuahua

Mexico

Phone:

000-00-000-000-0000

Company:

Corporacion Amermin S.A. De C.V.

Address:

Calle Xxxxxxx #104, Int. 103

Col. Centro

Chihuahua, Chihuahua X.X. 0000

Xxxxxx

Phone:

000-00-000-000-0000

U.S. Account:

XXXXXX

ABA:

XXXXXXXX

Code:

XXXXXXXXXXXXXXXX

(Only use this account if directed too)

Peso Account:

XXXXXX

ABA:

XXXXXXXX

Code:

XXXXXXXXXXXXXXXXXXXXXXXX

Initials: ____________________ / _____________________

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Table of Contents

BINDING COMMITMENT TO PURCHASE (PICACHO)

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