MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Agreement dated October 9, 2013 by and between FAL Minerals, LLC, an Alabama limited liability company (the “Company”), and David Lubin & Associates, PLLC (the “Purchaser’’); and

WHEREAS, FAL Minerals, LLC. owes David Lubin & Associates, PLLC legal fees for services performed in the amount of $10,000.00; and

WHEREAS, David Lubin & Associates, PLLC has agreed to accept a membership interest in lieu of the past legal fees;

NOW THEREFORE, it is agreed as follows:

The terms of this Agreement shall only apply to legal services provided prior to the execution of this Agreement.

The Members agree to issue a TWO (2%) interest in FAL Minerals, LLC. to David Lubin & Associates, PLLC, and each member shall contribute a portion of their interest in proportion to their ownership.

The new Membership Interests shall be as follows:

Each Member shall signify their agreement by signing below.

David Lubin & Associates, LLC
Eric Weisblum
Brazil Gold Corp
FAL Exploration Corp.