0000949353-05-000157 Sample Contracts

CANACCORD CAPITAL INDEPENDENT THINKING
Letter Agreement • April 28th, 2005 • Amera Resources CORP • Mining & quarrying of nonmetallic minerals (no fuels)

This letter agreement sets forth the terms with respect to the proposed commercially reasonable efforts brokered private placement between Canaccord Capital Corporation (“Canaccord”) and Amera Resources Corporation (the “Company”). This letter will serve as confirmation of the understanding between Canaccord and the Company regarding the commissions payable to Canaccord as compensation for its role in finding and introducing investors to the Company with respect to the private placement of up to 900,000 units of the Company at a price of $0.55 per unit. Each unit will comprise of one share and one-half of one non transferable share purchase warrant, with one warrant to purchase an additional share of the Company for a period of one year from the date of closing for a purchase price of $0.60 per share.

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ADMINISTRATION SERVICES AGREEMENT
Administration Services Agreement • April 28th, 2005 • Amera Resources CORP • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia

GROSSO GROUP MANAGEMENT LTD., a company incorporated under the laws of British Columbia having a registered office at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7

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