Cash Collection Date (EST)

Purchaser shall promptly fund the First Tranche in immediately available funds;

On and after the earlier of (i) February 26, 2010 and (ii) the execution of the Investment Agreement, the First Tranche shall automatically convert into an equity interest in the Company, which shall equal 25% of all of the issued and outstanding equity of the Company on a fully diluted basis (the “Equity Stake”). The Company agrees to take all such further actions and execute all such further documents or instruments as the Purchaser requests for the Purchaser to perfect the Equity Stake;

If, prior to February 26, 2010 (the date contemplated for the execution of the Investment Agreement) and prior to the conversion of the First Tranche into the Equity Stake, the Parties fail to execute and deliver to each other a definitive stock purchase agreement and shareholder agreement or similar agreements with respect to the investment in the Company by the Purchaser as contemplated by the LOI (the “Investment Agreement”), for value received, the Company hereby promises to pay to the order of the Purchaser the entire First Tranche (the “Repayment”) in accordance with the Repayment Schedule set forth on Appendix A (the “Repayment Schedule”);

In order to secure the Repayment, the Company hereby assigns and pledges to the Purchaser, on a first-priority basis, a continuing security interest in and lien upon (the “Security Interest”): (i) all payments to the Company under the Company’s Consulting / Services Agreement with ***, dated September 29, 2009. (the “*** Agreement”) or any successor agreement thereto and (ii) the trailer and other equipment that the Company will purchase with the proceeds from the First Tranche, such proceeds (collectively, the “Collateral”). Should the Company be deemed to be in default by not meeting the payment schedule as outlined in Appendix A, Purchaser has the right to convert the Collateral for its own use in order to satisfy the Repayment. The Company shall not take any action that will interfere with the Purchaser’s rights to the Collateral. The Company shall take all such further actions and execute all such further documents or instruments as the Purchaser requests for the Purchaser to perfect and maintain its security interest in the Collateral and hereby consents to the preparation and filing by the Purchaser of any documents or instruments the Purchaser deems prudent to perfect and maintain its interest in the Collateral. The Security Interest shall continue until the complete satisfaction of any Repayment;

Purchaser acknowledges that a reasonable demand for Repayment during the Repayment Period (as defined in Appendix A )is as outlined in Appendix A and is one that will afford the Company the continuing use of that portion of the proceeds under the executory *** Agreement that will permit the Company to fulfill its obligations thereunder, thereby entitling the Company to further payments thereunder;

The Company will at all times keep accurate and complete records of the Collateral and will immediately inform the Purchaser of any default in payment or performance by the Company or claims made by others in regard to, the *** Agreement or the Collateral, and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) without the prior written consent the Purchaser; and

The Purchaser retains the right to have all or part of any Repayment to be credited to work performed, under the terms of contract(s) between the Company and the Purchaser that are not yet executed, at the Purchaser’s El Chanate Mine.