EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of this 23rd day of October, 2009, by and among Southwest Resources, Inc., a Delaware company with a principal address of 3001 Knox Street, Suite 403, Dallas, Texas 75205 (“Buyer”), and Duke Mining Company, a Delaware company with a principal address of 850 Third Avenue, Suite 1801, New York, NY 10022 (“Seller”).

BACKGROUND

WHEREAS , Seller is the owner and operator of a mining business (the “Business”); and

WHEREAS , the Buyer desires to acquire certain assets and assume certain liabilities from the Seller relating to the Business; and

NOW, THEREFORE , for and in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows.

AGREEMENT

Article I

Purchase and Sale of Assets

Section 1.1

Purchase and Sale of the Purchased Assets .  Upon the terms and subject to the conditions and exceptions contained herein, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller all of the Purchased Assets.   For purposes of this Agreement, the term “Purchased Assets” shall mean certain of the assets and rights of the Seller’s, related to the Business as more fully described below:

(a)

Mine Assets .  All assets described on Exhibit A hereto (the “Mine Assets”).

(b)

Contract Rights .  All rights under any agreements, such as executory contracts, operating contracts, purchase and sale orders, including, without limitation, all of Seller’s rights in, to receivables or under any unfilled customer orders payments relating to the Mine Assets (collectively, the “Contract Rights”).

(c)

Permits, Licenses, Etc .  All permits, licenses, franchises, variances, consents or authorizations issued by, and all registrations and filings with, any governmental agency in connection with the Mine Assets to the extent such permits, licenses, franchises, variances, consents, authorizations, registrations and filings are assignable.  

(d)

Other Assets .  All catalogs, technical manuals, customer and supplier lists and records, business goodwill, business and marketing plans, credit files, personnel files, videotapes, photographs, advertising literature and other marketing materials and all other books and records related to the Business.

(e)

Warranties .  All warranties (express or implied) and similar rights and claims related to the Mine Assets.

Section 1.2

  Lease to Premises.

Buyer agrees and acknowledges that any lease arrangements relating to the Business are to be assumed by Buyer including but not limited to the lease dated November 14, 2008 by and between Premere Resources Corporation and Seller with respect to a 640 acre mining claim located in San Juan County, Utah on Utah School and Institutional Trust Lands Administration , more fully described as Mineral Claim # 50719, legal description as T29sR22E SL. Sec36 .  Buyer hereby agrees and acknowledges that it has spoken to Ben Campbell and confirmed that Ben Campbell will recognize the assignment of the Lease and all rights and

obligations thereunder. Upon transfer of the Purchased Assets to the Buyer as described herein, the Buyer hereby agrees to be bound by and subject to the terms and conditions of the Lease as fully and effectively as if the undersigned had originally executed a counterpart of the Lease together with the other parties thereto.  The undersigned hereby acknowledges having received and reviewed a copy of the Lease.

Section 1.3

Representations and Warranties of Seller .  The Buyer is purchasing the Purchased Assets AS IS and therefore there is no guarantee of the condition, validity or suitability of any purpose or express or implied warranty of any kind related to the Purchased Assets.

Article II

Purchase Price and Closing

Section 2.1

Purchase Price .  Buyer will assume all liabilities of relating to the Purchase Assets, including, but not limited to, the liabilities set forth of Exhibit B hereto.

Section 2.2

No Assumption of Liabilities .  Except as set forth in Section 2.1 above, Buyer shall not assume any liabilities and obligations of Seller, known or unknown, liquidated or unliquidated, accrued or unaccrued, due or to become due, absolute, contingent or fixed (the “Seller’s Liabilities”), including, but not limited to, Buyer shall not assume the following Seller Liabilities (the “Excluded Liabilities”):

(a)

Any Seller Liabilities to or in respect of any temporary or permanent employees or former employees of Seller for any period (collectively, the “Employee Liabilities”), including, without limitation:  (A) any Seller Liability under or with respect to any Employee Benefit Plan, whe