0001354488-08-001274 Sample Contracts

SECURITY AGREEMENT
Security Agreement • July 21st, 2008 • Paramount Gold & Silver Corp. • Metal mining • Delaware

SECURITY AGREEMENT (this “Agreement”), dated as of May ___ , 2008 between MEXORO MINERALS LTD., a Colorado corporation, Sunburst de Mexico S.A. de C.V.,a Mexican corporation ( unless specifically indicated to the contrary both Mexoro Minerals Ltd. (“Mexoro”) and Sunburst de Mexico S.A. de C.V. are hereinafter referred to as the “Borrower”), and Paramount Gold and Silver Corp., a Delaware corporation, (“Lender”). The Lender and Mexoro Minerals are concurrently entering into a Secured Convertible Debenture, dated as of even date herewith, (as amended, modified or supplemented from time to time in accordance with its terms, the (“Debenture”) pursuant to which the Lender will make a loan to Mexoro in the Principal Amount (as such term is defined in the Debenture) pursuant to, and subject to the terms and conditions thereof.

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