0001204459-08-001019 Sample Contracts

Contract
Nayarit Gold Inc. • May 14th, 2008

AMENDMENT TO THE EXPLORATION OF MINING CONCESSION AND OPTION TO PURCHASE MINING RIGHTS AGREEMENT ENTERED INTO BY AND BETWEEN MR. ADRIAN EVODIO PRADO GOMEZ AND HIS WIFE MRS. YUKIKO ADACHI DE PRADO, BOTH ACTING BY THEIR OWN RIGHT (HEREINAFTER "PRADO") AND MINERA PORTREE DE ZACATECAS, S.A. DE C.V., HEREBY REPRESENTED BY MR. LUIS EMILIO VILLANUEVA AVELLANEDA (HEREINAFTER "PORTREE"), IN TERMS OF THE FOLLOWING DECLARATIONS AND CLAUSES:

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THIS LEASE is dated the day of BETWEEN: BARRINGTON BROOK HOLDINGS, INC. (the "Landlord") OF THE FIRST PART AND: NAYARIT GOLD INC. (the "Tenant") OF THE SECOND PART
Lease • May 14th, 2008 • Nayarit Gold Inc.

The Landlord leases to the Tenant, and the Tenant leases from the Landlord, premises at Suite 150, 76 Temple Terrace, Sackville, Nova Scotia. Included in, but not limited to, the Leased Premise is the shared use of (i) adjacent outdoor patio; (ii) first floor kitchen; (iii) first floor boardroom and (iv) gym facilities on the lower level) as outlined in blue on the Floor Plan attached as Schedule "A". The Rentable Area of the Leased Premises is 1,480 square feet as outlined in red on the plan annexed hereto as Schedule "A". The premises shall not be measured during the term or any extensions or renewals thereof.

Contract
Assignment of Rights Agreement • May 14th, 2008 • Nayarit Gold Inc.

ASSIGNMENT OF RIGHTS AGREEMENT ENTERED INTO BY AND BETWEEN MINERA PORTREE DE ZACATECAS, S.A. DE C.V., REPRESENTED BY HIS ATTORNEY-IN-FACT MR. LUIS EMILIO VILLANUEVA AVELLANEDA (HEREINAFTER THE "ASSIGNOR"), AND NAYARIT GOLD DE MEXICO, S.A. DE C.V., REPRESENTED BY HIS ATTORNEY-IN-FACT MS. CLAUDIA GISELA DE LA BORBOLLA PERALES (HEREINAFTER THE "ASSIGNEE"), IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 14th, 2008 • Nayarit Gold Inc. • Ontario

THIS AGREEMENT WITNESSETH that for and in consideration of the mutual covenants and agreements herein contained and other lawful and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

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