A.

The Company is engaged in the business of locating, acquiring and exploring natural resource mineral properties and has acquired interests in several mineral properties located in Argentina and in Canada.

B.

The Company wishes to obtain and the Contractor wishes to provide certain services to the Company on the terms and conditions contained in this Agreement.

C.

Vanry desires to join in this Agreement for the purposes expressed.

1.

DEFINITIONS. For the purposes of this Agreement (including the Schedules hereto), the following terms will have the following meanings:

1.1.

“Board” means Board of Directors of the Company;

1.3.

“Cause” means:

(a)

failure of the Contractor and/or Vanry to observe or perform any of the material covenants and obligations imposed by this Agreement;

(b)

failure of the Contractor and/or Vanry to observe any of the covenants and obligations hereunder that are not material, if the Contractor and/or Vanry does not remedy such failure within a reasonable time after receiving written notice thereof;

(c)

fraud, dishonesty, gross negligence or willful malfeasance in connection with the Contractor and/or Vanry’s performance of the Consulting Services; or

(d)

the conviction of the Contractor and/or Vanry with respect to the commission of a crime involving moral turpitude;

1.4.

“Change of Control” means:

1.4.1.

the acquisition, after the date of this Agreement and excluding any acquisitions from the Company, by any one individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934 ), of beneficial ownership of 40% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, which causes a change in the control of the board of directors of the Company resulting from the election by the shareholders of the Company of less than a majority of the persons nominated for election by management of the Company;

1.4.2.

the approval by the stockholders of the Company of a reorganization, merger or consolidation of the Company in which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or

1.4.3.

a liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company;

1.5.

“Common Shares” means shares of common stock, par value $0.001, of the Company;

1.6.

“Confidential Information” means information, whether or not originated by the Contractor or Vanry, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature (whether or not reduced to writing or designated or marked as confidential):

1.6.1.

the Company’s mineral properties, exploration results, estimated economic reserves, feasibility of mining the properties, as well as information relating to strategies, research, communications, business plans, and financial data of the Company and any information of the Company which is not readily publicly available;

1.6.2.

work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;

1.6.3.

any intellectual property contributed to the Company, and any other technical and business information of the Company, its subsidiaries and affiliates which is of a confidential, trade secret and/or proprietary character;

1.6.4.

internal Company personnel and financial information, supplier names and other supplier information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business;

1.6.5.

marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and

1.6.6.

all information that becomes known to the Contractor and/or Vanry as a result of this Agreement or the services performed hereunder that the Contractor and/or Vanry, acting reasonably, believes is confidential information or that the Company takes measures to protect;

1.6.7.

the general skills and experience gained by Vanry during the Contractor’s provision of the Consulting Services to the Company that the Contractor could reasonably have been expected to acquire in similar retainers or engagements with other companies;

1.6.8.

information publicly known without breach of this Agreement or similar agreements;

1.6.9.

information, the disclosure of which by the Contractor is required to be made by any law, regulation or governmental authority or legal process of discovery (to the extent of the requirement), provided that before disclosure is made, notice of the requirement is provided to the Company, and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity to dispute the requirement; or

1.6.10.

information known to the Contractor at the date of this Agreement;

1.7.

“Consulting Effective Date” means the date of this Agreement as shown on the first page hereof;

1.8.

“Consulting Fee” means the sum of CDN $12,500 per month;

1.9.

“Consulting Services” means such services as are consistent with those ordinarily provided by an Executive Vice President - Corporate Development, including the duties and responsibilities set out at Schedule “A” hereto as well as such other duties and responsibilities as may be reasonably required of Vanry from time-to-time either in respect of the foregoing or otherwise by the President with respect to the Company and, if requested by the Company, to any and all of its subsidiaries from time to time;

1.10.

“Consulting Termination Date” means the first anniversary of the date of this Agreement as shown on the first page;

1.11.

“Directors” means the Directors of the Company, and “Director” means any one of them;

1.12.

“Event Date” means the last day of the period during which a Financing Event, including, if applicable, a Superior Financing Event, occurs;

1.13.

“Financing Event” means:

1.13.1.

During the period beginning on the Consulting Effective Date and expiring on the Consulting Termination Date, the Company receives gross proceeds from the Sale of Equity in an aggregate amount that is equal to or greater than $6,000,000 (U.S.), or

1.13.2.

During the period beginning on the Consulting Effective Date and expiring on the Consulting Termination Date, the Company receives gross proceeds from the Sale of Equity in an aggregate amount that is equal to or greater than $4,500,000 (U.S.).

1.14.

“GST” means Goods and Services Tax;