EXHIBIT 10.5
MAY 14, 2005 CHIHUAHUA, CHIHUAHUA.
AGREEMENT ENTERED BY AND BETWEEN CORPORACION AMERMIN S.A. DE C.V (HEREINAFTER
THE CONCESSIONEIRE ) REPRESENTED HEREIN BY IT'S SOLE ADMINISTRATOR, XX.
XXXXXX XXXXXXX XXXXXXX; AND AMERICAN STELLAR ENERGY, INC., REPRESENTED BY IT'S
ADMINISTRATOR XX. XXXXXXX XXXXXXX XXXXXX XX (HEREINAFTER THE "CLIENT") WHO
WILL BE SUBJECT TO THE FOLLOWING DECLARATIONS, REPRESENTATIONS, WARRANTIES AND
CLAUSES:
REPRESENTATIONS AND WARRANTIES:
THE CONCESSIONAIRE, THROUGH ITS REPRESENTATIVE HEREBY DECLARES, REPRESNTS AND
WARRANTS THAT:
1.- CORPORACION AMERMIN S.A. DE C.V. IS A MINING COMPANY INCORPORATED THROUGH
PUBLIC DEED NUMBER NINE THOUSAND THREE HUNDRED AND ELEVEN (9,311) DATED AUGUST
NINE, NINETEEN NINETY-FIVE (AUGUST 9, 1995), WITNESS BY XX. XXXX X. XXXXXX
HERMOSILLO, NOTARY PUBLIC NUMBER TWO AT THE JUDICIARY DISTRICT OF MORELOS,
STATE OF CHIHUAHUA, REGISTERED IN PUBLIC COMMERCE REGISTRY AT MORELOS
JUDICIARY DISTRICT, CITY OF CHIHUAHUA.
2.-IT'S REPRESENTATIVE, XX. XXXXXX XXXXXXX XXXXXXX, AS SOLE ADMINISTRATOR, HAS
THE REQUISITE AUTHORITY TO BIND IT PER THE TERMS AND CONDITIONS OF THIS
AGREEMEN, WHICH HAVE NOT BEEN REVOCKED OR RESTRICTED IN ANY WAY WHATSOEVER, AS
MAY BE OBSERVED IN THE ABOVE-MENTIONED DEED.
3.-THE CONCESSIONAIRE GRANTS TO THE CLIENT A SOLE, EXCLUSIVE AND IRREVOCABLE
OPTION (THE "OPTION") TO ADQUIRE 49% OF SHARES FROM CORPORACION AMERMIN S.A.
DE C.V.
4.-AMERICAN STELLAR ENERGY WILL INVEST IN ONE OR MORE MINING PROJECTS IN
MEXICO THUS BECOMING A FULL VESTED 49% PARTNESHIP WITH CORPORACION AMERMIN
S.A. DE C.V.
5.-THE OPTION IS EXCERCISED WHEN AMERICAN STELLAR ENERGY MAKES THE FIRST BANK
TRANSFER OR DEPOSIT INTO CORPORACION AMERMIN S.A. DE C.V OPERATING BANK
ACCOUNT OR MAY 16, 2005 WHICH EVER COMES FIRST.
6.-THIS DOCUMENT AT SIGNATURE WILL BE A BINDING DOCUMENT UNTILL A LEGAL
DOCUMENT IS DRAWN AND REGISTERED IN ALL PUBLIC AND GOVERMENT AGENCIES.
/s/ Xxxxxx Xxxxxxx Xxxxxxx
____________________________________
CORPORACION AMERMIN S.A. DE C.V
XXXXXX XXXXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx Xxxxxx Xx
___________________________________
AMERICAN STELLAR ENERGY
XXXXXXX XXXXXXX XXXXXX XX
