0001062993-07-000675 Sample Contracts

EXHIBIT B
Securities Agreement • February 26th, 2007 • Azco Mining Inc • Metal mining • New York

Azco Mining, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.002 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar Warrants issued pursuant to that certain Securities Purchase Agreement, dated as of March 20, 2006, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”) and A

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AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES AND WARRANTS
Securities Purchase Agreement • February 26th, 2007 • Azco Mining Inc • Metal mining • New York

This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, SENIOR SECURED CONVERTIBLE NOTES AND WARRANTS (this “Amendment”) is made and entered into as of February 23, 2007, by and among Azco Mining, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

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