0001137171-03-000508 Sample Contracts

FORM 5D ESCROW AGREEMENT (VALUE SECURITY)
Escrow Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia

This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Qualifying Transaction.

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This Incentive Stock Option Agreement is non-transferable.
Incentive Stock Option Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia

MEGA CAPITAL INVESTMENTS INC., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 500, 1111 Melville Street, Vancouver, British Columbia, V6E 2X5

THIS INDEMNITY AGREEMENT made as of the 9th day of November, 1999,
Indemnification & Liability • October 24th, 2003 • Mag Silver Corp • British Columbia

MEGA CAPITAL INVESTMENTS INC. a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 500, 1111 Melville Street, Vancouver, British Columbia, V6E 2X5.

THIS INDEMNITY AGREEMENT made as of the 31st day of March, 2003. BETWEEN:
Indemnification Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia

MEGA CAPITAL INVESTMENTS INC. a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at 3310 Mathers AvenueWest Vancouver, B.C., V7V 2K5

Contract
Exploration and Purchase Option Agreement • October 24th, 2003 • Mag Silver Corp

EXPLORATION AND PURCHASE OPTION AGREEMENT, ENTERED INTO BY AND BETWEEN MINERA CORALILLO, S.A. DE C.V., HEREINAFTER REFERRED TO AS "CORALILLO", REPRESENTED BY ING. PORFIRIO CESAR AUGUSTO PADILLA LARA, AND MINERA LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY ING. PORFIRIO PADILLA LARA , AND MEGA CAPITAL INVESTMENTS INC., HEREINAFTER REFERRED TO AS “MEGA”, REPRESENTED BY MR. DAVID G. S. PEARCE, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:

Escrow Agreement for a Venture Capital Pool Issuer
Escrow Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia

MEGA CAPITAL INVESTMENTS INC., a company duly incorporated under the laws of the Province of British Columbia and having its registered office at 1100 - 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9

Contract
Exploration and Purchase Option Agreement • October 24th, 2003 • Mag Silver Corp

EXPLORATION AND PURCHASE OPTION AGREEMENT, ENTERED INTO BY AND BETWEEN MINERA BUGAMBILIAS S.A. DE C.V., HEREINAFTER REFERRED TO AS "BUGAMBILIAS", REPRESENTED BY ING. PORFIRIO CESAR AUGUSTO PADILLA LARA, AND MINERA LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY ING. PORFIRIO PADILLA LARA , AND MEGA CAPITAL INVESTMENTS INC., HEREINAFTER REFERRED TO AS “MEGA”, REPRESENTED BY MR. DAVID G. S. PEARCE, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:

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