0001378296-09-000074 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores

CARDERO RESOURCE CORP., a company incorporated under the laws of British Columbia and having its head office at 1901 - 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3

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EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores

CARDERO RESOURCE CORP., a company incorporated under the laws of British Columbia and having its head office at 1920 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2

STOCK OPTION AGREEMENT (Under 2002 Incentive Stock Option Plan)
Stock Option Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
PAMPA DE PONGO PURCHASE AGREEMENT
Pampa De Pongo Purchase Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores

CARDERO RESOURCE CORP., a body corporate subsisting under the laws of British Columbia, having an office at 1920-1188 West Georgia Street, Vancouver, British Columbia, CANADA V6E 4A2

MEMORANDUM OF UNDERSTANDING
Cardero Resource Corp. • April 30th, 2009 • Gold and silver ores

This Memorandum of Understanding (“MOU”), entered into among International Minerals and Mines Limited (“IMM”), a company established under the laws of Gibraltar, and Cardero Resource Corp. (“Cardero”), a company established under the laws of British Columbia, Canada, is to set out the results of the discussions of the parties to date with respect to the proposed parameters for the formation of a formal relationship between them that will enable them to move forward to assess the mineral potential of, secure and explore and, if warranted, develop and bring to production and mine mineral deposits located in the Caucasian Region (which the parties agree consists of the Republics of Georgia, Armenia and Azerbaijan, the north-east region of Turkey and certain divisions, republics and territories in Russia) (each, individually, an “Agreed Territory” and collectively, the “Agreed Territories”) utilizing IMM Gold Limited, a subsidiary of IMM incorporated under the laws of Gibraltar (“IMMG”).

AGREEMENT OF OPTIONS FOR SUCCESSIVE TRANSFER AND MINING ASSIGNMENT
Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores

In the City of Lima on the 16th of December, 2005, before me, Richardo Ortiz de Zevallos Villarán, Public Lawyer-Notary of Lima, duly identified with National Identity Card #08241353 and with Sole Registry of Contributors #10082413532.

COMPANY GUARANTEE
Company Guarantee • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores
EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2009 • Cardero Resource Corp. • Gold and silver ores

CARDERO RESOURCE CORP., a company incorporated under the laws of British Columbia and having its head office at 1920 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2

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