GEOPHYSICAL SERVICES AGREEMENT

Contract # 11192- page 1

GEOPHYSICAL SERVICES AGREEMENT

THE AGREEMENT, made and entered into this 26th day of October, 2011, by and between

AMERILITHIUM CORPORATION (hereinafter called CLIENT) doing business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇., ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇   and ZONGE International, Inc. (hereinafter referred to as ZERO), an

Arizona corporation doing business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇.

WITNESSETH:

1. At the request of CLIENT, ZERO will commence, undertake and thereafter diligently proceed with

electrical geophysical surveys in accordance with this GEOPHYSICAL SERVICES AGREEMENT.

2. This AGREEMENT covers surveys conducted according to the following:

Job Number: 11192

Location: Near Tonopah, Nevada

Project Name:  Full ▇▇▇▇▇

Survey Type:  CSAMT

Survey Budget: $59,500

(Schedule D)

(Total Cost will not exceed $59,500 without written approval of client)

3. Attachment A describes the CONDITIONS OF AGREEMENT.

4. Attachment B is the Survey Charge Schedule and Attachment C is the Survey Charge Procedure to be

used with this AGREEMENT; Attachment D is the job estimate/proposal.

5. All amendments, modifications and extensions of this Agreement must be in writing by either party and

evidenced by mutual agreement of CLIENT and ZERO (signed by both parties).

IN WITNESS THEREOF, the parties hereto have executed this AGREEMENT as of the day and date first

above written.

ZONGE INTERNATIONAL, INC.

AMERILITHIUM CORPORATION

____________________________

_______________________________

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Chief Geophysicist

CEO

Contract # 11192- page 2

Attachment A

CONDITIONS OF AGREEMENT

1.   CLIENT will supply necessary maps of the area to be surveyed and will acquire all necessary access

rights. Line location work as required is the responsibility of CLIENT but can be done by ZERO personnel

as part of the survey at the request of CLIENT.  Brushing lines for access is the responsibility of CLIENT.

2. CLIENT shall provide reasonable security for ZERO personnel and equipment working on CLIENT

projects.

3. ZERO will conduct the survey as requested by CLIENT and shall provide for the purpose of such survey

the appropriate field and geophysical equipment with trained crew as required.

4. It is understood and agreed that ZERO is and shall be deemed and treated as an independent contractor

while engaged in the performance of the work herein defined.

5. Neither ZERO nor its employees will disclose information or show data and records gathered during this

survey to unauthorized third parties or use the same except for the sole purpose of the work for CLIENT

contemplated hereby without prior written authorization from CLIENT.

6. ZERO agrees to indemnify and hold harmless CLIENT against any and all loss and expense by reason of

liability imposed by the law upon CLIENT for personal injuries or death or damage to property arising in

consequence of the performance of this AGREEMENT by ZERO if such bodily injury, death, or damage to

property arises in whole or in part out of the negligence or any grounds of legal liability on the part of

ZERO.

7.   ZERO will obtain and continue in force during the terms of this AGREEMENT at its own expense all

insurance specified below with insurers which are reasonably acceptable to CLIENT. ZERO shall furnish to

CLIENT and forward to its insurance advisors prior to commencement of services hereunder, certificates of

insurance evidencing the coverage required hereunder. CLIENT shall be named as additional insured under

ZERO’s Public Liability Insurance.   The insurance to be obtained and continued in force by ZERO is the

following:

(a) Workmen's Compensation and Occupational Disease Disability Insurance to the extent required by

the laws of Arizona and jurisdiction wherein the work is to be performed.

(b) Comprehensive Public Liability Insurance with a limit of $1,000,000.00 per occurrence.

(c)  Automobile liability insurance with a per occurrence limit of $500,000. for vehicles supplied by

ZERO, whether owned, leased or rented by ZERO, or borrowed from a third party.

Such insurance shall be primary to any other insurance in the event of loss and all retainages or deductibles

shall be ZERO's sole responsibility. ZERO agrees to furnish CLIENT on request certificates evidencing

such coverage.

In recognition of the relative risks and benefits of the Project to both CLIENT and ZERO, the risks have

been allocated such that CLIENT agrees, to the fullest extent permitted by law, to limit the liability of

ZERO  to  CLIENT  for  any  and  all  claims,  losses,  costs,  damages  of  any nature  whatsoever  or  claims

expenses from any cause or causes, including attorney’s fees and costs and expert-witness fees and costs, so

that the total aggregate liability of ZERO to CLIENT shall not exceed $500,000.00, or ZERO’s total fee for

services rendered on the Project, whichever is greater. It is intended that this limitation apply to any and all

liability or cause of action however alleged or arising, unless otherwise prohibited by law.

Contract # 11192- page 3

8. ZERO will at its own expense repair any damage to or replace all property of whatever kind or character,

whether publicly or privately owned, including the property of CLIENT, which may result from operations

under this AGREEMENT.

9.   ZERO will exercise reasonable care in the performance of work hereunder, and will take the special

precautions necessary to avoid harm from conditions existing or created during the progress of the work

containing an unreasonable or peculiar risk of harm to persons or property.

10.    ZERO  will  comply  with  all  applicable  laws,  ordinances,  and  governmental  regulations,  including

permits and licenses required to render professional services, but CLIENT will obtain and pay for required

permits and licenses related to land access rights. Invoiced amounts submitted under this contract are net to

ZERO: job related taxes and government fees, whether applied direct or indirectly, with respect to the

conduct of work performed under this agreement are job expenses. ZERO will make all contributions with

respect to employment which pertain to ZERO's work hereunder. ZERO will pay promptly all costs and

expenses  associated  with  its  performance  hereunder,  except  for  those  costs  and  expenses  specifically

designated as being CLIENT's responsibility.

11. CLIENT shall pay ZERO in U.S. funds for services as supported by crew reports at the rates shown in

Attachment B.

12. CLIENT shall have the right to audit the books and records relating to the costs under the

AGREEMENT. ZERO agrees to maintain such books and records for a period of two years from the date

such costs were incurred and to make such books and records available to CLIENT at any time within the

two-year period.

13.    ZERO  shall  submit to  CLIENT  invoices describing the services charged  to  CLIENT's reasonable

satisfaction and according to the terms of the AGREEMENT. Payment is to be made in the following

manner:

(a) Prepayment of funds to be earned hereunder by ZERO, in the amount of $5,950.00 (10%), which

shall be due prior to mobilization of the field crew and following receipt of invoice.

(b) Interim invoices are allowed each two weeks for completed field work, data processing and expenses.

CLIENT prepayment shall be used as a credit towards payment of the interim and/or final invoice.   All

invoices are net and due within 30 days of presentation.   Interest charges of one percent (1%) per month

will be added to all balances over 30 days.

(c) The final report shall be invoiced at the time of delivery to CLIENT.

14.     After mobilization of the field crew to the job site, CLIENT has the right to terminate this

AGREEMENT by notice in writing after a minimum of two (2) days production. In addition, CLIENT will

pay   for   appropriate   demobilization   charges.   Prior   to   mobilization,   CLIENT   may   terminate   this

AGREEMENT  in writing without penalty, and  ZERO will return to CLIENT prepayment funds minus

actual expenses incurred by ZERO in preparation for the project(s) covered by this AGREEMENT.

15. ZERO will perform and execute all work and services required pursuant to this survey in a proper,

careful and workmanlike manner.   ZERO will act to protect the environment in accordance with CLIENT

policy  and  will  comply  with  all  applicable  environmental  laws  and  regulations.    ZERO  will  obey  all

occupational, health and safety laws, regulations and guidelines specified by CLIENT and will comply with

all applicable occupational health and safety laws and regulations.

16. ZERO will not be liable to CLIENT for delays caused by weather, necessary equipment repairs or other

acts beyond its control. CLIENT shall be invoiced only for food and lodging expenses during down-time

due to equipment failure/repairs or during maintenance.

Contract # 11192- page 4

17. Notwithstanding anything to the contrary contained herein, all records, drawings, maps, plans, data,

reports, or other graphic information gathered, prepared, and processed by ZERO under this AGREEMENT

shall be the sole property of CLIENT. A portion of such property shall be timely delivered to CLIENT in

accord with Attachment B. ZERO shall be responsible for the safe storage of the remainder of CLIENT's

property  produced  hereunder  until  such  time  as  CLIENT  may  request  its  delivery  to  or  on  behalf  of

CLIENT.   None of CLIENT's property shall be copied, reprinted, distributed, published, or disclosed to

third parties by ZERO under any circumstance without the prior written consent of CLIENT.

This project will be billed according to the rates set out in Attachment B.

Contract # 11192- page 5

Attachment B

SURVEY CHARGE SCHEDULE FOR

Full ▇▇▇▇▇ Project, ▇▇▇ County, Nevada

PROVIDED BY ZONGE

4 Zonge Personnel

1 GDP-32 receiver

2 four-wheel drive vehicles

All required peripherals

PROVIDED BY CLIENT

Land access permits for the survey area

SURVEY SPECIFICATIONS

Scalar CSAMT along 3 lines as shown on the attached map totaling approximately 22,600 meters,

using 50 meter station spacings.

SYSTEM CHARGES:

Production time:

$ 3,450.00 per 10 hour field day

Standby and Weather time:

$

172.50/hour

EXPENSES:

Included in the above system charges

DATA PROCESSING/PLOTTING:

$750

FINAL REPORT GENERATION

Logistics Report

Included in above Data Processing charges.

ASSUMPTIONS:

Food and lodging available within 45 minutes of the project area.

Contract # 11192- page 6

Attachment C

SURVEY CHARGE PROCEDURES

C.1. CHARGE DEFINITIONS

PRODUCTION is defined as field time utilized for the purpose of obtaining field data, including two-way

transport each day from the crew's lodging facilities.

WEATHER  is  defined  as  climatic  or  atmospheric  conditions  that  cause  unsafe  or  impractical working

conditions. The maximum WEATHER that can be charged on any day is the actual time lost, not to exceed

10 hours.

STANDBY is defined as survey time lost through no fault of ZERO. Such situations could include, but not

limited to, restricted access to the field site, delays in the project due to CLIENT or CLIENT's agents,

failure of CLIENT-owned equipment, and delays related to government orders. The maximum STANDBY

that can be charged on any day is the actual time lost not to exceed 10 hours.

MAINTENANCE is defined as periodic routine repair and maintenance of field equipment. Generally one

day in 15 is taken for maintenance.   Regardless of how many days are utilized for MAINTENANCE, not

more than 2 days in 15 may be charged to CLIENT hereunder.

DOWN TIME is defined as lost time due to failure of ZERO equipment or planning error on ZERO's part.

DAY OFF is defined as time off for the crew. Generally one day off is taken per week, subject to specific

requirements of each job.

MOBILIZATION or DEMOBILIZATION is defined as the transportation time for crew and equipment

moving between Reno and the project site, Nevada.    This time is charged as STANDBY unless specified

otherwise.

C.2.   FIELD CHARGE POLICY

1. COMBINED SYSTEM/LABOR CHARGE

Includes charges for instrumentation and personnel. Billed for each day on the project except down days,

maintenance days, travel days, and days off.

A standard production day is ten (10) hours of field work including travel time. However CLIENT may be

charged more or less than ten hours depending on the actual crew time logged as production. Charges to

CLIENT will be billed on an hourly basis.

2. JOB EXPENSE CHARGE

(a)   Per Diem Expenses: typically $46 (or meals at cost) where not provided by CLIENT or included in

the daily cost.

(b) Lodging: At cost if not provided by CLIENT or included in the daily cost.

(c)   Gasoline: At cost if not provided by CLIENT or included in the daily cost.

(d) Field Supplies (Expendable Materials): At cost  if not included in the daily cost.

(e)   Misc: At cost with CLIENT approval

3. OTHER SERVICES

Special requests for geophysical consulting services, select processing/plotting tasks, and computer

modeling can be provided at an additional charge.

Contract # 11192- page 7

Attachment D

Zonge International can acquire the data for a daily  rate of $3,450.00  inclusive  of

expenses for fuel, motel and meals. This rate is for a four-person crew and is based on a

10 hour day which includes travel from the location of accommodations to and from the

site. Down-time due to inclement weather will be charged at half-rate. Down time due to

Zonge equipment malfunction or other reason that is the fault of Zonge, will not be billed.

We estimate 14 to 16 days to complete the CSAMT survey.

Mobilization to and from the project, from Sparks, Nevada will be covered in a one-time

charge of $ 1,000.00.

Data processing and preparation of a logistics report covering data acquisition will be

charged at $ 750.00.

Survey lines can be established by Zonge for a daily rate of $850.00 per day, if requested.

We estimate three days to complete the survey control which includes travel time from

Sparks to the project site and back. Survey will be established using a Trimble Pro-XRS

sub-meter grade differential GPS. Line control in the field will utilize NAD27 UTM 11N

coordinates.

Instrumentation will  consist of a Zonge GDP-32II, multi-channel receiver. The signal

source will be a either a Zonge GGT-30, 30 KVA transmitter powered by a ZMG-30

motor-generator or a Zonge GGT-10, 10 KVA transmitter powered by a ZMG-09 motor-

generator, depending on signal strength and accessibility of transmitter sites.

Deliverable products will consist of a digital data acquisition logistics report covering

data acquisition, with the following:

-     Line Location Map

-     Pseudo sections of observed Cagniard resistivity and impedance phase data.

-     Digital data will be provided on a CD-ROM.

To summarize the estimated costs:

Mobilization:

$

1,000.00

Data acquisition: 14-16 days @ $3,450.00:

$ 48,300.00 – 55,200.00

Data acquisition logistics report preparation:

$

750.00

Total estimated costs:

$ 50,050.00 – 56,950.00

Optional Grid GPS stake-out: 3 days @ $850.00     $ 2,550.00

Total estimated costs including GPS stake-out:

$ 52,600.00 – 59,500.00

Contract # 11192- page 8

Production rates depend on access, weather and ambient electrical noise conditions, all of

which are beyond our control.

Figure 1: Map of the Full ▇▇▇▇▇ Project CSAMT lines provided by Client.