0001134821-05-000169 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2005 • Azco Mining Inc • Metal mining • Arizona

AGREEMENT made as of this 7th day of October 2003 by and between AZCO MINING INC., a Delaware Corporation (the “Company”), with an address at 7239 North El Mirage Road, Glendale, Arizona and W. PIERCE CARSON (“Carson”), an individual residing at 33 Camino de Avila, Tijeras, New Mexico.

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LETTER AGREEMENT
Letter Agreement • December 28th, 2005 • Azco Mining Inc • Metal mining

This LETTER AGREEMENT (“Agreement”) is made between Azco Mining Inc. (“AZCO”), a company registered in Delaware and Metallica Ventures, LLC (Metallica), a company registered in Wyoming (also a “Party” or the “Parties”).

OPTION AGREEMENT
Option Agreement • December 28th, 2005 • Azco Mining Inc • Metal mining • Arizona

This OPTION AGREEMENT (“Agreement”) is made between Metallica Ventures LLC (“Metallica”), a Wyoming limited liability company having its registered address at 1704 Westland Road, Cheyenne, Wyoming 82001 and Azco Mining Inc. (“AZCO”), a Delaware corporation having its main business office at 7239 North El Mirage Road, Glendale, Arizona 85307 (also a “Party” or the “Parties”) and dated for reference effective as of the 14th day of August, 2003.

ASSIGNMENT AND ASSUMPTION OF PLANET LEASE AGREEMENT
Assignment and Assumption of Planet Lease Agreement • December 28th, 2005 • Azco Mining Inc • Metal mining

For consideration received, Metallica Ventures LLC, a Wyoming limited liability company (“Assignor”), hereby assigns and delegates to Azco Mining Inc., a Delaware corporation (“Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of, all of Assignor’s right, title and interest in and to that certain Lease with Option to Purchase effective as of September 5, 2000, originally executed between New Planet Copper Mining Company, a Delaware corporation (“New Planet”) and Assignee (the “Planet Lease Agreement”), including without limitation the remaining lease payments, option to purchase and royalty payments under that agreement. A copy of the Planet Lease Agreement is attached hereto as Exhibit A and by this reference is made part hereof.

ASSIGNMENT AND ASSUMPTION OF PLANET LEASE AGREEMENT
Assignment and Assumption of Planet Lease Agreement • December 28th, 2005 • Azco Mining Inc • Metal mining

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Azco Mining Inc., a Delaware corporation (“Assignor”), hereby assigns and delegates to Metallica Ventures LLC, a Wyoming limited liability company (“Assignee”), and Assignee hereby agrees to assume and accept the assignment and delegation of, all of Assignor’s right, title and interest in and to that certain Lease with Option to Purchase effective as of September 5, 2000, between New Planet Copper Mining Company, a Delaware corporation (“New Planet”) and Assignor (the “Planet Lease Agreement”), including without limitation the remaining lease payments, option to purchase and royalty payments under that agreement. A copy of the Planet Lease Agreement is attached hereto as Exhibit A and by this reference is made part hereof.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 28th, 2005 • Azco Mining Inc • Metal mining

This agreement (“Agreement”) dated October 7, 2003 by and between Azco Mining Inc., a Delaware corporation (the “Company”) and W. Pierce Carson, the corporate officer (the “Officer”).

Contract
Azco Mining Inc • December 28th, 2005 • Metal mining • Arizona
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