Mexoro Minerals, Ltd. CONSULTING AGREEMENT

Exhibit 10.13

Mexoro Minerals, Ltd.
CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “ Agreement ”) is made and entered into as of September 21, 2009, (the “ Effective Date ”) by and between Mexoro Minerals, Ltd., a Delaware corporation (the “ Company ”), and the Decerto Group (the “ Consultant ”).

THE PARTIES AGREE AS FOLLOWS:

1.  Services . The Consultant shall perform the services set forth in Exhibit A attached hereto (the “ Services ”). The Consultant shall not allow any other entity to perform any of the Services for or instead of the Consultant. The Consultant shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, applicable to the performance of the Services. The Company and Consultant may amend Exhibit A , from time to time, to add additional Services to be provided by Consultant.

2. Terms of Engagement .

2.1 Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Accrued Expenses ” shall mean any appropriate business expenses incurred by the Consultant in connection with the Services provided hereunder and approved in advance by the Company, all to the extent unpaid or unreimbursed on the date of termination; provided, however, that reimbursement for expenses may be delayed until such time as the Consultant has furnished reasonable documentation for authorized expenses as the Company may reasonably request.

(b) “ Confidential Information ” is all information related to any aspect of the Company’s business which is either information not known by actual or potential competitors of the Company or is proprietary information of the Company, whether of a technical nature or otherwise. Confidential Information is to be broadly defined and includes, but is not limited to, trade secrets, copyrights, ideas, techniques, know-how, inventions (whether patentable or not), and/or any other information of any type relating to business plans, past or future financing, marketing, forecasts, pricing, customers, the salaries, duties, qualifications, performance levels, and terms of compensation of other employees, and/or cost or other financial data concerning any of the foregoing or the Company and its operations generally.

2.2 Independent Contractor . The parties hereto understand and agree that the Consultant is an independent contractor and not an employee of the Company. The Consultant has no authority to obligate or bind the Company by contract or otherwise. The Consultant will not be eligible for any employee benefits, and the Company will not make deductions from the Consultant’s fees for taxes (except as otherwise required by applicable law or regulation). Any taxes imposed on the Consultant due to activities performed hereunder will be the sole responsibility of the Consultant.

2.3 Term of Service . This Agreement is valid from the date of execution and shall continue until it is terminated by either the Company or by Consultant, with or without cause, upon 20 days prior written notice by the party terminating the Agreement to the other party.

2.4 Termination of Consultant . Upon termination of the Consultant, the Consultant shall promptly return to the Company, without limitation, all documents, drawings and any other items of whatever nature supplied to the Consultant by the Company or owned by the Company pursuant to this Agreement and the Company shall pay the Consultant Accrued Expenses, if any.

3. Compensation and Expenses .

3.1 Compensation . In consideration of Services provided, Consultant shall receive the compensation listed on Exhibit B hereto. The Company and Consultant may amend Exhibit B , from time to time, to provide Consultant with additional compensation in connection with the Company’s and Consultant’s amendment of Exhibit A hereto.

3.2 Expense Reimbursement . The Company agrees to reimburse the Consultant for all reasonable, ordinary and necessary out-of-pocket travel and other expenses incurred by the Consultant in conjunction with his services to the Company, which expenses have been approved in advance in writing by the Company. The Company will reimburse such expenses within 30 days after Consultant has provided to the Company, in form and substance reasonably satisfactory to the Company, appropriate documentation evidencing such expenses.

4.  Noncompetition . During the term of this Agreement, the Consultant shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage, participate in or perform services for any business that is in competition with the business of the Company.

5. Confidentiality Obligation .

5.1 The Consultant will hold all Company Confidential Information in confidence and will not disclose, use, copy, publish, summarize, or remove from the premises of the Company any Confidential Information, except as necessary to carry out the Consultant’s assigned responsibilities as a Company Consultant. In the event the Consultant is required to disclose any Confidential Information pursuant to law or government regulation, the Consultant will promptly notify the Company in order to allow the Company the maximum time to obtain protective or confidential treatment of the Confidential Information before it is disclosed.

5.2 Confidential Information subject to Section 5.1 does not include information that: (i) is or later becomes available to the public through no breach of this Agreement by the Consultant; (ii) is obtained by the Consultant from a third party who had the legal right to disclose the information to the Consultant; (iii) is already in the possession of the Consultant on the date this Agreement becomes effective; or (iv) was developed by the Consultant independent of the performance of the Services.

6.  Information of Others . The Consultant will safeguard and keep confidential the proprietary information of customers, vendors, consultants, and other parties with which the Company does business to the same extent as if it were Company Co