PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT, entered into as of the 12   day of    February , 2008 is between Coeur D'Alene Contract Mining hereinafter called “Contractor,” is Box 1058, Pinehurst, Idaho 83850 and U.S. Silver - Idaho, Inc., hereinafter called "U.S. Silver.", whose address is P.O. Box 440, Wallace, ID 83873-0440,

U.S. Silver desires the services of Contractor to provide mining labor and services as described in the Letter of Authorization

Contractor represents that entity is qualified and desires to perform the services requested by U.S. Silver.

NOW THEREFORE, for and in consideration of the mutual promises and covenants herein contained to be kept and performed by the parties hereto, the parties agree as follows:

I. U.S. SILVER'S REPRESENTATIVE

1. U.S. Silver's representative for the project shall be designated in the individual letter(s) of Authorization which are contemplated by this agreement.

2. U.S. Silver may, by a Notice in writing signed by U.S. Silver's authorized agent, appoint additional or substitute representatives.

II. CONTRACTOR'S REPRESENTATIVE

1. Contractor's Representative for the project shall be designated in the individual letter(s) of Authorization which are contemplated by this agreement.

2. Contractor may, by a Notice in writing signed by Contractor's authorized agent, appoint additional or substitute representatives.

III. SCOPE OF SERVICES

1.   Contractor shall perform the services pursuant to the terms and conditions of this Agreement as set forth in a separate Letter of Authorization to be delivered by U.S. Silver. The individual Letter(s) of Authorization are incorporated into this Agreement by this reference. Each individual Letter of Authorization shall refer to this Agreement. If Contractor believes that any Letter of Authorization or any written instructions is not clear with regard to any particular, it shall promptly notify U.S. Silver to such effect and seek clarification.

2. All services performed by Contractor under this Agreement shall be in accordance with the Letter of Authorization and written instructions to Contractor from U.S. Silver's representative. The letter of Authorization and written instructions shall more particularly describe the services to be performed, and shall specify the place of performance, the date of performance, and the date of completion of the services.

3. From time to time, Contractor shall engage in discussions with authorized U.S. Silver personnel, especially with regard to interpretation of data or findings developed or made while performing services under this agreement, to the end that U.S. Silver is kept closely and timely advised.

4. Contractor shall not contact any third parties in connection with performance of the contracting services without prior authorization from U.S. Silver.

5. Upon the written request of the U.S. Silver's Representative, Contractor shall prepare and deliver to U.S. Silver written progress reports or other pertinent information as U.S. Silver may from time to time request.

6. Contractor agrees that it is responsible for and will pay promptly all costs and charges incurred by itself for labor, machinery, tools, supplies, and expenses used in completing the work as agreed, and to take such steps as are necessary to ensure that no lien or other such charge related to the Contractor's work shall be registered against the Company or the property. The Contractor further agrees that it shall be responsible for the payment of all assessments for Workers' Compensation, insurances, statutory burdens, Sales Taxes, and other such applicable charges relating to its own labor and supplies purchased, and the Contractor further covenants and agrees to keep all accounts current.

7. The Contractor agrees that if any employee is unqualified to perform the jobs assigned or is otherwise objectionable, that he shall be replaced.

IV. COMPENSATION AND EXPENSES

1. Compensation for services performed under this Agreement shall be according to the schedule set forth in Exhibit A - Fee Schedule, attached hereto. Except as otherwise provided in Exhibit A, all amounts shall be in United States dollars.

2. At the discretion of U.S. Silver, Contractor shall be subject to audit of records, costs, and expenses billed to U.S. Silver using generally accepted accounting and auditing procedures.

3. Except as otherwise provided in Exhibit A or Letter of Authorization, Contractor shall prepare and submit to U.S. Silver on two week basis, or as otherwise agreed, a detailed statement of charges. The statement shall set forth the dates and locations of services and shall show the advanced footage and payment requested for the work performed. Statements shall be directed to the attention of the Kelly Grof, U.S. Silver - Idaho, Inc., P.O. Box 440, Wallace, ID 83873-0440. Subject to verification by U.S. Silver, payments of amounts due less than existing set-offs, shall be made by U.S. Silver within twenty days after receipt of such statements.

4. A daily work sheet showing the location, names, and work activity of all employees charged to the U.S. Silver account shall be approved by the U.S. Silver representative no

later than two work days after the work was performed. A copy of this work sheet shall accompany the request for payment.

V. AGREEMENT DURATION

1. This Agreement shall commence on the date hereof and shall be in effect through the completion of work, unless sooner terminated, or unless the work described the Letter of Authorization is completed, or until the services of the Contractor are no longer needed.

2. Either party may terminate this Agreement upon ten days written notice to the other party at the addresses listed above, sent by certified mail with return receipt requested. After such termination, Contractor may be instructed to prepare and deliver to U.S. Silver a final report.

VI. COMPLIANCE WITH STATE AND FEDERAL LAWS

1. Contractor shall comply with all requirements of any applicable State, Federal, International, or Local laws, rules, or regulations. Contractor represents that he has all licenses or other authorizations required to enable him to perform services hereunder in the state or country where the services are to be performed.

2. Contractor shall be fully and solely responsible for conducting all operations under this Agreement at all times in such a manner as to avoid the risk of bodily harm to persons and damage to property. Contractor shall obtain a contractor's identity number from the Mine Safety and Health Administration (MSHA) if so required by MSHA. Contractor must abide by U.S. Silver's safety policies and best practices while working on any U.S. Silver property.

VII. INDEPENDENT CONTRACTOR

Contractor is and shall be in the performance of all work, services, and activities under this Agreement an Independent Contractor. The parties acknowledge that U.S. Silver has no right to control the details of Contractor's services. Contractor shall not in any way or at any time be an employee or agent of U.S. Silver, and shall not indicate or represent to any third patty that Contractor is an employee or agent of U.S. Silver. Contractor shall have no power to commit U.S. Silver to any third party.

VIII. PROFESSIONAL RESPONSIBILITY

Contractor a