SALE AND PURCHASE OF MINING CONCESSION AGREEMENT

ENGLISH VERSION – 20F ITEM 19 Exhibit 4.c

SALE AND PURCHASE OF MINING CONCESSION AGREEMENT

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 22^nd day of June, 2004 by and between:

VICENTE ARTURO CABALLERO OLIVAS, who declares to be a Citizen of México, of age, married under common property regime and spouse SUSANA OTILIA QUEVEDO ALMAZAN appearing herein to grant spousal consent for this act, acting in their own rights, and

MARIA ESTELA CABALLERO DE SWANSON and GLORIA CABALLERO OLIVAS DE MUÑOZ, herein represented by VICENTE ARTURO CABALLERO OLIVAS, holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain, authority granted conferred in the City of Chihuahua, State of Chihuahua on the 26^th day of December, 1973 before Carlos Guizar Ocaranza, notary public number 5 of District of Morelos, State of Chihuahua, and

JOSEPH VICENTE VERE CABALLERO, herein represented by VICENTE ARTURO CABALLERO OLIVAS, holding Special Powers of attorney for Legal Representation and Collections, Acts of Administration and Domain, authority granted in the City of Dallas Texas, United States of America on the 21^st day of April 2003, as evidenced on public deed no.8129, notarial act no.438, signed before the authority of Juan José Salgado Saavedra general consul of Mexico for the said City, and

SYLVIA MARGARITA VERE CABALLERO DE RAMOS also known as SYLVIA MARGARITA RAMOS, herein represented by VICENTE ARTURO CABALLERO OLIVAS, holding Special Powers of attorney for Legal Representation and Collections, Acts of Administration and Domain, authority granted in the City of Phoenix, Arizona, United States of America on the 27^th day of January 2003, as evidenced on public deed no.4796, notarial act no.42, signed before the authority of Ruben Alberto Beltran Guerrero general consul of México for the said City,

(hereinafter collectively referred to as the "Vendors")

AND

OF THE FIRST PART;

MINERA MONTERDE, S. De R. L. de C.V., a limited liability partnership validly subsisting and duly incorporated pursuant to the laws of the United Mexican States, herein represented by ALAN DOUGLAS HITCHBORN acting as the General Manager, holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain,

(hereinafter referred to as the "Purchaser"),

OF THE SECOND PART.

The appearing parts have caused the execution of this Sale and Purchase to set forth the terms and conditions under which the Vendors hereby sell to the Purchaser, and the

Purchaser purchases from the Vendors, on payment of the Total Purchase Price, an undivided 100% interest, rights and title in and to the Mining Concession (as defined here-below), free and clear of all liens, charges, encumbrances, adverse claims, rights or interest of any person.

This Agreement is entered into by the parties in accordance with the laws of the United Mexican States and, in particular, in accordance with the applicable provisions of the Mining Act and its Regulations, the Civil Code of the State of Chihuahua and in accordance with the following recitals:

I.          WHEREAS, each of the Vendors hereby severally and jointly warrant and represent to the Purchaser that: