Common use of Initial Agreements Clause in Contracts

Initial Agreements. A. Within five business days after the date of execution of this letter agreement by each of Miranda and MUI (the “Execution Date”), PDUS shall make an initial payment to MUI of $3,000 (the “Initial Payment”). In addition, within five business days after the Execution Date, PDUS shall promptly make a payment to MUI in the amount of $2,375 (the “Reimbursement Payment”). The Reimbursement Payment shall reimburse MUI for claim maintenance fees paid with respect to the Claims (as defined in Section II.C.2) in August of 2005. ▇▇. ▇▇▇▇▇▇ ▇. Higgs November __, 2005 Page 2 B. Upon execution of this letter agreement, MUI shall make available to PDUS all records, information and data in its possession or reasonably available to it relating to title to the Property or environmental conditions at or pertaining to the Property, and all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data, and interpretive reports derived therefrom, concerning the Property, and PDUS, at its expense, may copy any such records, information and data that PDUS desires. MUI makes no representation or warranty as to the accuracy, reliability or completeness of any such records, information or data, and PDUS shall rely on the same at its sole risk. If at any time on or before 5:00 p.m. Pacific Standard Time on the date that is 60 days after the Effective Date of this letter agreement (the “Due Diligence Period”), PDUS notifies MUI of a defect in title to all or any portion of the Claims that is unacceptable to PDUS in its sole discretion, or of environmental conditions associated with the Property that are unacceptable to PDUS in its sole discretion, PDUS may terminate this letter agreement. In the event of such termination, PDUS shall have no further obligation or liability to Miranda or MUI whatsoever under this letter agreement with respect to the Property or otherwise. ▇. ▇▇▇ hereby grants to PDUS, effective as of the end of the Due Diligence Period, or such earlier date as PDUS notifies Miranda that PDUS is satisfied with its due diligence, the exclusive right to possession of the Property and to enter upon the Property for purposes of performing Exploration, Development and Related Work (as defined in the attached Exhibit B), and the right to acquire an undivided 60% interest in the Property by incurring certain Work Expenditures (as defined in the attached Exhibit C) as set forth below (the “Acquisition Right”). PDUS shall have the additional right to conduct on the Property exploration and development activities related to exploration and development activities of PDUS on properties adjacent to or nearby the Property. PDUS’s rights shall also include all other rights necessary or incident to or for the performance of its activities hereunder, including, but not limited to the authority to apply for all necessary permits, licenses and other approvals from the United States of America, the State of Nevada or any other governmental or other entity having regulatory authority over any part of the Property. Miranda agrees to cooperate with PDUS in good faith as necessary for PDUS to obtain such licenses, permits or approvals.

Initial Agreements. A. Within five business days after the date of execution of this letter agreement by each of Miranda and MUI (the “Execution "Effective Date”"), PDUS shall make an initial payment to MUI of $3,000 40,000 (the “"Initial Payment”"). In addition, within five business days after the Execution Effective Date, PDUS shall promptly make a payment to MUI in the amount of $2,375 9,875 (the “"Reimbursement Payment”"). The Reimbursement Payment shall reimburse MUI for claim maintenance fees paid and associated filing and recording costs incurred by MUI with respect to the Claims (as defined in Section II.C.2) in Property during August of 20052004. ▇▇. ▇▇▇▇▇▇ ▇. Higgs November __October 27, 2005 2004 Page 2 B. Upon execution of this letter agreement, MUI shall make available to PDUS all records, information and data in its possession or reasonably available to it relating to title to the Property or environmental conditions at or pertaining to the Property, and all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data, and interpretive reports derived therefrom, concerning the Property, and PDUS, at its expense, may copy any such records, information and data that PDUS desires. MUI makes no representation or warranty as to the accuracy, reliability or completeness of any such records, information or data, and PDUS shall rely on the same at its sole risk. If at any time on or before 5:00 p.m. Pacific Standard Time on the date that is 60 days after the Effective Date of this letter agreement (the “"Due Diligence Period”"), PDUS notifies MUI of a defect in title to all or any portion of the Claims that is unacceptable to PDUS in its sole discretion, or of environmental conditions associated with the Property that are unacceptable to PDUS in its sole discretion, PDUS may terminate this letter agreement. In the event of such termination, PDUS shall have no further obligation or liability to Miranda or MUI whatsoever under this letter agreement with respect to the Property or otherwise. ▇. ▇▇▇ hereby grants to PDUS, effective as of the end of the Due Diligence Period, or such earlier date as PDUS notifies Miranda that PDUS is satisfied with its due diligence, the exclusive right to possession of the Property and to enter upon the Property for purposes of performing Exploration, Development and Related Work (as defined in the attached Exhibit B), and the right to acquire earn an undivided 60% leasehold interest in the Property by incurring certain Work Expenditures (as defined in the attached Exhibit C) as set forth below (the “"Acquisition Right”"). PDUS shall have the additional right to conduct on the Property exploration and development activities related to exploration and development activities of PDUS on properties adjacent to or nearby the Property. PDUS’s 's rights shall also include all other rights necessary or incident to or for the performance of its activities hereunder, including, but not limited to the authority to apply for all necessary permits, licenses and other approvals from the United States of America, the State of Nevada or any other governmental or other entity having regulatory authority over any part of the Property. Miranda agrees to cooperate with PDUS in good faith as necessary for PDUS to obtain such licenses, permits or approvals.