SALE, PURCHASE AND LEASE AGREEMENT

Exhibit 2

SALE, PURCHASE AND LEASE AGREEMENT

This Agreement is entered into between Xxxxxxxx Xxxx Resources Inc. ("Company,"

"Seller," or "Lessee," as the context may require), a Nevada corporation, and Father

Xxxxxxx Xxxxxx, an individual and a resident of California ("Buyer" or "Lessor")

The parties acknowledge and agree:

1	Company; Sources of Funds Company is an exploratory stage mining company.
	It was incorporated in 1986, but has never earned any revenue from its operations.
	Its only source of funds has been from the sale of its stock to investors, and it has
	had periodic sales in public offerings and private placements over the years.
2	Buyer; Prior Investments Buyer is the president and chief executive officer of
	Company. He is also acting chief financial officer and a director; he owns approxi-
	mately 61 percent of its outstanding common stock. Since July 2004, Buyer has
	provided 100 percent of the funds Company has received from all sources; in that
	period, he has invested $418,200 in exchange for shares of stock.
3	Offer to Purchase and Leaseback Buyer offered to provide funds to Company
	by means of a purchase from Company and leaseback to Company of all Company's
	Equipment at its Amargosa facility. The purchase price for the Equipment would
	be $50,000.00, and it would be leased back at $1.00 per month, for a period of
	approximately 20 months.
4	Equipment The Equipment subject to this transaction consists of all the mining
	equipment, material processing equipment, and related items owned by Company
	located at its facility at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, XX 00000, as of
	July 31, 2006, except the large Xxxxx dryer purchased by Xxxx Xxxxx for the Com-
	pany. A list of the Equipment is attached to this Agreement, but may not be defini-
	tive (a few smaller items may have been omitted or may be included but no longer
	in the possession of the Company). In this section and throughout the Agreement,
	"mining" includes exploratory and testing activities.
5	Term of Lease The lease will commence at the closing (but not later than
	August 31, 2006), and will continue until March 31, 2008 ("Expiration Date"), at
	which time it will terminate. (This is the same date as the date on which the lease
	of the premises at that location from Buyer to Company expires.)
6	Payment of Sale Price; Rental The full price of $50,000.00 is payable in full

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at the closing. The rental of $1.00 per month will be payable in advance, as pro-

vided in this section. Payment for the first month (or fraction of a month) and the

next two months shall be payable at closing. The rent for each subsequent three-

month period shall be payable on the first day of the third month following the

month of the closing and on the first day of every third month thereafter, as

follows:

Payment Date	Amount	Period
-----------------	----------	-------------
Aug 1, 2006*	$3.00	Aug, Sep, Oct 2006
Nov 1, 2006	3.00	Nov, Dec 2006; Jan 2007
Feb 1, 2007	3.00	Feb, Mar, Apr 2007
May 1, 2007	3.00	May, Jun, Jul 2007
Aug 1, 2007	3.00	Aug, Sep, Oct 2007
Nov 1, 2007	3.00	Nov, Dec 2007; Jan 2008
Feb 1, 2008	2.00	Feb, Mar 2008
* or the closing date, if later

7	Initial Payment on Purchase Purchase On July 17, 2006, Buyer provided funds
	of $20,000.00 to the company, and requested that the funds be recorded as an advance,
	to be treated as a partial payment toward the contemplated purchase of Company's
	equipment located at its facility in Amargosa Valley. This amount will be credited
	to Buyer at closing.
8	Purchase "As Is" Buyer purchases the Equipment "as is." Company makes no
	guarantee or warranty of any kind with respect to the condition of any item of the
	Equipment at the time of purchase or as to its suitability for any purpose. Company
	makes no guarantee or warranty that any item of Equipment (i) will perform as
	designed or intended, or (ii) will last for any period of time, including the duration
	of the lease. If any time of Equipment fails to perform or ceases to perform as Com-
	pany deems necessary for the intended and efficient use of the facility, Buyer/Lessor
	shall not have any obligation to repair or replace it. Company shall have the right to
	repair any such item of Equipment at its own expense, but no such repair shall give
	Company any greater right with respect to the item that it had prior to the repair, that is,
	it shall not acquire any ownership interest in the item.
9	New Equipment Company has the right to acquire any other item or items of new
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or used equipment that it desires to use in its mining and mineral processing business;

and this right includes the right to install it and use it as a separate unit or as an integral

component of a system of multiple items of equipment. Company has the right to re-

move any such equipment at the expiration of the Lease.

10	Maintenance Company shall provide all normal maintenance on the Equipment for
	the duration of the Lease
11	Property Taxes Company shall be responsible for all personal property taxes im-
	posed on the Equipment for the duration of the Lease.
12	Casualty and Liability Insurance Company shall be responsible for providing casu-
	alty and liability insurance on the property as is customary in the industry
13	Applicable Law All the Equipment covered by thie Agreement is located and will
	remain in the State of Nevada, and the Agreement will be governed in all respects
	by the Law of Nevada.

In witness whereof, the parties executed this Agreement on September 5, 2006

Father Xxxxxxx Xxxxxx		Xxxxxxxx Xxxx Resources Inc.
__/s/ Father Xxxxxxx Ofiesh_	By	/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
	Its	_Secretary______________