JOINT VENTURE AGREEMENT

Exhibit 10.1

JOINT VENTURE AGREEMENT

THIS AGREEMENT is dated effective December 18, 2006.

AMONG:

JOURNEY RESOURCES CORP. , a corporation existing under the laws of the Province of British Columbia and having an office at #1208 - 808 Nelson Street, Vancouver, British Columbia V6Z 2H2

(hereinafter referred to as "Journey")

AND:

MINERALES JAZZ S.A. DE C.V. , a corporation duly organized pursuant to the laws of Mexico and having an office at Avenida del Mar No. 1022 Oficina 5, Zona Costera, Mazatlan, Sin MEXICO 82149

(hereinafter referred to as "Jazz", together with Journey, the "Operator")

AND:

WITS BASIN PRECIOUS MINERALS INC. , a corporation existing under the laws of the State of Minnesota and having an office at 900 IDS Center, 80 South 8 ^th Street, Minneapolis, Minnesota 55402

(hereinafter referred to as "Wits")

WHEREAS:

(A)   The Operators are the recorded and beneficial owners of an undivided 100% interest in and to certain mineral concessions situated in Guerrero State, Mexico, as detailed in the specific description of the mineral concessions in Schedule "A" hereto (the "Property");

(B)   Pursuant to an option agreement (the "Option Agreement") dated June 28, 2006, among the Operator and Wits, the Operator granted to Wits an exclusive right and option to acquire up to an undivided 50% right, title and interest in and to the Property; and

(C)   The Operator and Wits have agreed to form a joint venture with respect to their interests in the Option Agreement and mineral claims thereunder on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the promises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

PART 1

DEFINITIONS

1.1    For the purposes of this Agreement:

(a)    " Accounting Procedure " means the accounting procedure prescribed from time to time by the Management Committee, which will initially be the accounting procedure forming part of this Agreement and set out in Schedule "C";

(b)    " Area of Interest " means a part of the lands lying within two (2) kilometres from the external perimeter of the Property in existence as of the Effective Date, as described in Schedule "B".;

(c)    " Assets " means the Property, other tenements, Facilities, Mineral Products and Supplies and all other assets acquired or held by the Participants with respect thereto or pursuant to this Agreement as the same may exist from time to time;

(d)    " Associated Company " in relation to a person and/or entity means:

(i)    an operation which owns directly or through any other means more than 50% of the outstanding capital stock of an entity,

(ii)    a corporation of which that person or entity owns directly or through any other means more than 50% of the outstanding capital stock, and

(iii)    a corporation of which either of the persons or entities referred to in Sections 1.1(d)(i) and 1.1(d)(ii) owns directly or through any other means more than 50% of the outstanding capital stock.;

(e)    " Commercial Production " means the commercial exploitation of Mineral Products from the Property or any part of the Property as a mine, after implementation of a Production Program, but does not include milling for the purpose of testing or milling by a pilot plant;

(f)    " Cost Share " means the respective shares of Costs and other liabilities to be borne by each Participant, which will be equal to the respective Interests of each Participant as determined from time to time;

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(g)    " Costs " means Expenditures, Program Overruns, Production Program Costs, Production Program Overruns and Operating Costs, as applicable;

(h)    " Effective Date " means the date first written above;

(i)    " Expenditures " means, without duplication, all costs, expenses, obligations and liabilities of whatever kind of nature actually and directly incurred by either Participant, up to the implementation of a Production Program, in connection with the exploration and development of the Property, including without limiting the generality of the foregoing, monies expended in maintaining the Underlying Agreement in good standing, monies expended in maintaining the Property in good standing by doing and filing assessment work, in doing geophysical, geochemical, and geological surveys, drilling, drifting and other underground work, assaying and metallurgical testing and engineering, in acquiring Facilities, in paying the fees, wages, salaries, travelling expenses, and fringe benefits (whether or not required by law) of all persons engaged in work with respect to and for the benefit of the Property, in paying for the food, lodging and other reasonable needs of such persons and including all costs at prevailing charge out rates for any personnel or officers of the Operator who from time to time are engaged directly or indirectly in work on the Property and a charge made by the Operator as described in Section 6.2;

(j)    " Facilities " means all mines, plants and facilities including without limitation, all pits, shafts, haulageways, and other underground workings, and all buildings, plants, facilities and other structures, fixtures and improvements and all other property, whether fixed or moveable, as the same may exist at any time in, or on the Property and relating to the operation of the Property as a mine or outside the Property if for the exclusive benefit of the Property only;

(k)    " Feasibility Report " means a detailed report, showing the feasibility of placing any part of the Property into Commercial Production at an acceptable rate of return on capital, in such form and detail as is customarily required by institutional lenders of major financing for mining projects, and includes a reasonable assessment of the mineable ore reserves and their amenability to metallurgical treatment, a complete description of the work equipment and supplies required to bring such part of the Property into Commercial Production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by explanations of the information set out in Section 10.2;

(l)    " Interest " means the undivided beneficial percentage interest of a Participant in the Assets and will be equal to its interest in the Property as determined pursuant to this Agreement;

(m)    " Management Committee " means a committee formed pursuant to Part 11;

(n)    " Mineral Products " means minerals derived for the account of the individual Participants from operating the Property as a mine to which has been applied the least number of treatments or processes necessary to render the minerals into a substance or state for which there is a commercially significant market, either within or outside North America, of arm’s length sales or purchases between unrelated parties;

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(o)    " Operating Costs " means, for any period after the commencement of Commercial Production, all costs, expenses, obligations, liabilities and charges of whatsoever kind or nature actually incurred or chargeable, directly by the Operator in connection with the operation of the Property as a mine during such period, which costs, expenses, obligations, liabilities and charges include, without duplication and without limiting the generality of the foregoing,

(i)    all costs of or related to the mining and concentrating of ores or other products and the operation of the Facilities and all costs of or related to marketing of Mineral Products including transportation, commissions and/or discounts,

(ii)    such amount of cash for working capital as, in the opinion of Operator, is required for the operation of the Property as a mine,

(iii)    all costs of or related to operating employee facilities, including housing,

(iv)    all duties, charges, levies, royalties, taxes (excluding taxes levied on the income of the parties) and other payments imposed by a government or municipality or department or agency thereof upon or in connection with operating the Property as a mine,

(v)    fees, wages, salaries, traveling expenses and fringe benefits (whether or not required by law) of all persons directly engaged in respect of and for the benefit of the Property and all costs involved in paying for the food, lodging and other reasonable needs of such persons,

(vi)    a charge made by Operator in accordance with Section 6.2 for unallocable overhead costs,

(vii)    all reasonable costs of consulting, legal, accounting, insurance and other services,

(viii)    all exploration expenditures incurred after the commencement of Commercial Production,

(ix)    all capital costs of operating the Property as a mine including all costs of construction, equipment and mine development including maintenance, repairs and replacements and all capital expenditures relating to an improvement, expansion, modernization or replacement of the Facilities,

(x)    all costs for pollution control, reclamation costs and any other related costs incurred or to be incurred by the Operator including deposits for such costs required by a governmental body or authority,

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(xi)    any costs or expenses incurred or to be incurred relating to the termination of the operation of the Property as a mine,

(xii)    uninsured losses on the Facilities, and

(xiii)    all costs of maintaining in good standing or renewing from time to time the Property and other tenements or any interest therein, including payment of all government royalties and taxes of any nature whatsoever in connection therewith,

less the amount of all insurance recoveries and settlements received during such period to the extent such recoveries and settlements were not deducted in a previous period and, except where specific provision is made otherwise, all Operating Costs will be determined in accordance with generally accepted accounting principals applied consistently from year to year, but such costs will not include any amount in respect of amortization of Costs, depletion or depreciation;

(p)    " Operating Plan " means a plan presented by Operator pursuant to Part 13 herein;

(q)    " operating the Property as a mine " or " operation of the Property as a mine " means any or all of the mining, milling, leaching, smelting, and refining of ores, minerals, metals or concentrates derived from the Property.

(r)    " Operator " means the party acting as operator pursuant to this Agreement, and will be Journey, so long as Journey’s or one of its subsidiaries’ Interest is at least 25% , and otherwise will be such party as is determined by the Management Committee;

(s)    " Participant " means, Wits, Journey or Jazz, as the context requires, and its successors and permitted assigns and "Participants" means collectively Wits, Journey and Jazz, and their successors and permitted assigns;

(t)    "person" means an individual, proprietorship, partnership, unincorporated organization or any other association, trust body corporate , firm, joint venture, government or any agency or department thereof, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

(u)    " Prime Rate " means, for a month, the annual rate of interest declared by the Royal Bank of Canada as the reference rate of interest for determining Canadian dollar loans in Canada at noon on the first business day in that month;

(v)    " Production Program " means a Program contemplating achievement of Commercial Production pursuant to a Feasibility Report;

(w)    " Production Program Costs " means all cash, outlays and expenses, obligations and liabilities of whatever kind or nature spent or incurred directly or indirectly by the Participants in connection with a Production Program in order to equip the Property for Commercial Production, including working capital required for the initial six (6) month operation of the Property as a mine or such longer period as may be reasonably justified in the circumstances, and including the overhead charge made by the Operator under Section 6.2;

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(x)    " Production Program Overruns " means all Production Program Costs which exceed those estimated under a Production Program;

(y)    " Program " means, as the context requires:

(i)    a program and budget to carry out work and incur Expenditures on the Property,

(ii)    a document wherein there is specified in detail an outline of any and all research, prospecting and exploration and development work proposed to be carried out during such Program, the estimated Expenditures to be incurred in carrying out such work and the area of the Property on which such work is to be undertaken,

(iii)    the preparation of a Feasibility Report and the preparation of a Production Program,

(z)    " Program Overruns " means Expenditures which exceed those estimated under a Program;

(aa)    " Property " means the located mineral claims more particularly described in Exhibit "A" and all other claims, leases and interests in minerals which are hereafter acquired within the Area of Interest, together with the other tenements surface rights, mineral rights, personal property and permits associated therewith, and will include any renewal thereof and any other form of successor or substitute title thereto or tenure derived from such mineral claims, leases and other tenements;

(bb)    "SEC" means the United States Securities and Exchange Commission;

(cc)    " Supplies " means tangible personal property of a non-capital nature (other than Mineral Products or Facilities) acquired or held by the parties with respect to the Property; and

(dd)    " Underlying Agreement " means the option agreement dated June 28, 2006, by and among Journey, Jazz and Wits.

The following are Schedules to this Agreement:

Schedule "A"           Description of Property;

Schedule "B"          Area of Interest; and

Schedule "C"          Accounting Procedure.

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Interpretation

1.2 For the purposes of this Agreement, except as otherwise expressly provided herein:

(a)"this Agreement" means this Joint Venture Agreement, including the Schedules hereto, as it may from time to time be supplemented or amended;

(b)the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Part, clause, subclause or other subdivision or Schedule;

(c)the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a body corporate;

(d)the word "including" is not limiting (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto);

(e)all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with generally accepted accounting principles applicable in Canada, applied on a consistent basis with prior years;

(f)a reference to a Part is to a Part of this Agreement, and the word Section followed by a number or some combination of numbers and letters refers to the section, paragraph, subparagraph, clause or subclause of this Agreement so designated;

(g)the headings to the Parts and clauses of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

(h)any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity; and

(i)the representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement.

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PART 2

REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1    Wits hereby represents, warrants and covenants to Journey and Jazz as follows:

(a)    it is a company duly incorporated, organized and validly existing under the laws of the State of Minnesota;

(b)    it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)    neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;

(d)    the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary corporate action on its part and will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents;

2.2    Each of Journey and Jazz, as the case may be, hereby represents, warrants and covenants to Wits as follows:

(a)    Journey is a company duly incorporated, organized and validly existing under the laws of the Province of British Columbia;

(b)    Jazz is a company duly incorporated, organized and validly existing under the laws of Mexico;

(c)    each of Journey and Jazz has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(d)    neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which either Journey or Jazz is a party;

(e)    the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary corporate action on the part of Journey and Jazz and will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of either of their constating documents;

(f)    Journey is the holder of a valid and existing free miner certificate issued to it under the Mineral Tenure Act (British Columbia);

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(g)    there is no consent, approval or condition precedent to the performance of Journey or Jazz under this Agreement that has not been obtained, as of the Effective Date, other than acceptance of the Underlying Agreement by the TSX Venture Exchange;

(h)    Journey is the 100% beneficial holder of the Property free and clear of all liens, claims and encumbrances, through its wholly owned subsidiary Jazz;

(i)    the Property has been accurately described in Schedule "A", the claims comprising the Property have been validly staked, located and recorded in the name of Jazz and are in good standing pursuant to all applicable laws, and all taxes, rents, charges and assessments with respect thereto have been paid or satisfied in full as of the Effective Date;

(j)    other than the Underlying Agreement, there are no outstanding agreements or options to acquire or purchase any of the mineral rights comprising the Property, no person has any royalty or other interest whatsoever in any production therefrom, and to the knowledge of either Journey or Jazz, there is no adverse claim or challenge against or to the ownership of or title to the Property nor any basis therefor;

(k)    no environmental audit, assessment, study or test has been conducted in relation to the Property by or on behalf of Journey or Jazz nor is Journey or Jazz aware of any of the same having been conducted by or on behalf of any other person (including any governmental authority) and, to their knowledge after due inquiry, there is no outstanding directive or order or similar notice issued by any regulatory agency or authority, including any agency or authority responsible for environmental matters, affecting the Property. There is not any reason to believe that such an order, directive or similar notice is pending and all work conducted on the Property to the date hereof has been conducted in full compliance with all laws;

(l)    neither Journey nor Jazz has received any notice nor do they have any knowledge of any proposal to terminate or vary the terms of or rights attaching to any of the mineral rights comprising the Property from any governmental, regulatory agency or authority;

(m)    there is no adverse claim or challenge against the right of Wits to earn up to a 50% Interest in the Property, nor to the knowledge of Journey or Jazz after due inquiry, is there any basis therefor;

(n)    to the knowledge of Journey and Jazz after due inquiry, there are no obligations or commitments for reclamation, closure or other environmental corrective, clean-up or remediation action directly or indirectly relating to the Property, to their knowledge neither Journey nor Jazz has directly or indirectly caused, permitted or allowed any contaminants, pollutants, wastes or toxic substances (collectively in this subsection, "Hazardous Substances") to be released, discharged, placed, escaped, leached or disposed of on, into, under or through the Property (including watercourses, improvements thereon and contents thereof) or nearby land and, to their knowledge, no Hazardous Substances or underground storage tanks are contained, harboured or otherwise present in or upon the Property (including watercourses, improvements thereon and contents thereof) or nearby land;

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(o)    to the knowledge of Journey and Jazz, there are no actions, suits, investigations or proceedings before any court, arbitrator, administrative or regulatory agency or authority or other tribunal or governmental authority, whether current, pending or threatened, which directly or indirectly relate to or affect the Property (including the ownership or existing or past uses thereof) or compliance with laws nor is Journey or Jazz aware of any facts which would lead it to suspect that the same might be initiated or threatened;

(p)    Journey and Jazz have fully complied with all laws, rules, assessment work and filing requirements with respect to the Property, including without limitation, applicable environmental laws, and has received no notice of any breach, violation or default with respect to the Property;

(q)    Journey and Jazz have made available to Wits all material information in their respective possession or control relating to the Property and will continue to make available to Wits all information in their possession or control relating to the Property;

(r)    Journey and Jazz possess all such permits, authorizations and approvals and rights that are necessary to engage in the transactions contemplated by this Agreement. Wits has no reasonable basis to conclude that Journey and Jazz will not be able to obtain any license, permit, authorization, approval, and right that may be required to perform their respective obligations herein; and

(s)    on a regular basis and as activities of Operator dictate, Operator will provide detailed drilling reports to Wits, the form of which will comply with "NI 43-101 requirements" governing international drilling reports.

PART 3  

CONDITIONS

3.1    In addition to making the payment to Journey as described in Section   5.1 , Wits’ additional 25% Interest, for a total of a 50% interest, will be subject to the satisfaction of the following conditions:

(a) pursuant to the Underlying Agreement, on or before January 15, 2007, Wits will issue 500,000 fully paid, non-assessable shares of its common stock to Journey. Such shares will have piggy back rights and will be the subject of a registration statement with the SEC, within 60 days of issuance of same, or within such time as is reasonably practical and mutually agreed by the parties; and

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(b) pursuant to the Underlying Agreement, on or before September 30, 2007, Wits will contribute an additional aggregate amount of $500,000 to the joint venture to assist the funding of a Phase II drilling project.

3.2     If the conditions set forth in Section 3.1(a) or Section 3.1(b) are not satisfied, upon written demand by Journey to Wits, Wits will immediately forfeit its right to earn an additional 25% Interest and will retain only a 25% interest in and to the Property.

3.3   Subject to the payment described in Section 5.1, if the conditions set forth in Section 3.1(a) and Section 3.1(b) are satisfied, Wits will be deemed to have earned an additional 25% Interest in and to the Property. For purposes of clarity, if Wits satisfies Section 3.1(a) and 3.1(b), it will hold a 50% Interest in and to the Property.

3.4   The representations and warranties set forth in Sections 2.1 and 2.2 are conditions on which the parties have relied on in entering this Agreement and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any material breach of any representation, warranty, covenant, agreement or condition made by them and contained in this Agreement, except as otherwise set forth herein.

PART 4  

ASSOCIATION AND PARTICIPANTS

4.1    Wits, Journey and Jazz hereby agree to associate as joint venturers under this Agreement for the following limited functions and purposes:

(a)    to acquire additional interests in minerals within the Area of Interest and to carry out work on the Property in accordance with the terms of this Agreement;

(b)    to further explore and if deemed warranted as herein provided, to develop the Property and equip it for Commercial Production;

(c)    to operate the Property as a mine; and

(d)    to engage in such other activity as may be considered by the Participants to be necessary or desirable in connection with the foregoing.

4.2    All transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or act undertaken on behalf of the Participants in connection with the Assets will be done, transacted, undertaken or performed in the name of the Operator only, and no party will do, transact, perform or undertake anything in the name of the other parties or in the joint names of the Participants.

4.3    The rights and obligations of the Operator and Wits will be, in each case, several, and will not be or be construed to be either joint or joint and several.

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4.4    Nothing contained in this Agreement will, except to the extent specifically authorized hereunder, be deemed to constitute a Participant as a partner, an agent or legal representative of any other party.

4.5    It is intended that this Agreement will not create the relationship of a partnership between Operator and Wits and that no act done by Operator or Wits pursuant to the provisions hereof will operate to create such a relationship.

4.6    Each Participant will be liable for its Cost Share of Costs and any other debts liabilities or obligations associated with the exploration, development or operation of the Property as a mine at such time as the liability is incurred by the Operator.

4.7    Except as otherwise set forth herein, each Participant, in proportion to its Interest, will indemnify and hold harmless the other Participants from any claim of or liability to any third person asserted upon the ground that an action taken under this Agreement has resulted in or will result in loss or damage to such third person, to the extent, but only to the extent that such claim or liability is paid by such other Participants in an amount in excess of such other Participants’ Interests.

4.8    Each Participant will devote such time as may be required to fulfill any obligation assumed by it hereunder but, except for the parties’ respective obligations hereunder in relation to the Property and the Area of Interest:

(a)    each Participant will be at liberty to engage in any other business or activity outside the joint venture constituted hereby, including the ownership and operation of any other mining permits, licenses, claims and leases;

(b)    each Participants will not be under any fiduciary or other obligation to the other Participants which will prevent or impede such Participant from participating in, or enjoying the benefits of, competing endeavours of a nature similar to the business or activity undertaken by the Participants hereunder; and

(c)    the legal doctrines of "corporate opportunity" or "business opportunity" sometimes applied to persons occupying a relationship similar to that of the Participants will not apply with respect to participation by either Participant in any business activity or endeavour outside the joint venture constituted hereby, and, without implied limitation, a Participant will not be accountable to the other for participation in any such business activity or endeavour outside the joint venture constituted hereby which is in direct competition with the business or activity undertaken by the joint venture.

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PART 5

INTEREST OF PARTICIPANTS

5.1    Subject to Sections 3.2 and 3.3 herein, as of the Effective Date, Wits will have a 25% undivided Interest in the Property and Journey and Jazz, collectively, will have a 75% undivided Interest in the Property. In consideration of Wit’s Interest and upon execution of this Agreement by all parties hereto, Wits will deliver the aggregate amount of One Hundred Twenty Thousand Dollars ($120,000) by wire transfer to an account designated by Journey.

5.2    Each of the respective Participants will be deemed to have the following respective Interests and to have incurred the following Expenditures as of the Effective Date:

5.3    The project will be run on a 75%/25% basis, in accordance with the terms hereunder, with the Participants contributing to all Costs in operating the joint venture in proportion to its percentage of undivided Interest. The aggregate amount of Expenditures as at the Effective Date is deemed to be the current value of the project (the " PV "). The PV will be updated each time an additional expenditure is made.

5.4    Except as set forth in Section3.2 and 3.3, the percentage level of the respective Interests of Wits, Journey and Jazz will not change, so long as each Participant contributes its respective Cost Share of Costs.

5.5    If a Participant elects not to contribute, or fails to contribute its respective Cost Share, then the other Participants have the right to contribute to the non-contributing Participant’s Cost Share resulting in a diluted Interest of the non-contributing Participant, and the percentage level of the Participants’ Interest will be adjusted pursuant to the following formula:

(a)    the amount of such Participant’s contributions or deemed contributions to Costs, divided by

(b)    the amount of all contributions or deemed contributions to Costs by all Participants.

5.6    If, as a result of adjustment pursuant to Section 5.5, a Participant’s Interest is reduced to 10% or less, the Interest of such Participant will be automatically converted to a 5% net project interest .

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PART 6

OPERATOR

6.1    Journey and Jazz, collectively, will act as the Operator under this Agreement, so long as their collective Interest is 25% or more, or as otherwise set forth in this Part 6.

6.2    An Operator fee (the "Operator Fee") will be paid based on a percentage of Expenditures, as follows:

(a)    to Operator during the Option Period: 10%;

(b)      to Operator commencing on Effective Date: 5% of all qualified Expenditures incurred; and

(c)       to Operator after full Feasibility Report accepted: 5% of all qualified Expenditures during construction, development and operations of the mine.

6.3    The Operator Fee will include, but not be limited to all Operator’s office overhead costs and all general and administrative expenses including telephone, faxes, and direct management salaries and wages.  

6.4    the Operator Fee will be payable monthly in arrears for the Expenditures incurred in that month, which charge will be an amount sufficient to reimburse Operator fully for its services as Operator, but not sufficient to enable Operator to profit thereby and such fees will be reviewed and if proven to be excessive or insufficient will be adjusted by the Management Committee on the basis that Operator should neither profit nor lose by acting as such; and

6.5    prescribe the administrative and accounting procedure governing the conduct of Programs or Production Programs or the operation of the Property as a mine, including the basis for charges and credit related thereto, except where any such procedure is in conflict with the provisions of this Agreement, in which event the provisions of this Agreement will prevail.

6.6    The initial Accounting Procedure, subject to change from time to time by the Management Committee, is attached as Schedule "C".

6.7    Operator may resign at any time by giving thirty (30) days’ prior written notice to Wits and within such 30-day period, the Management Committee will appoint another party who covenants to act as the Operator upon such terms as the parties will agree.

6.8    If following its appointment as Operator, Operator fails to perform in a manner consistent with its powers and duties under this Agreement, any Participant may give to Operator written notice setting forth particulars of Operator’s default.

6.9    Operator will within thirty (30) days after receipt of such notice described in Section 6.8 either dispute the occurrence of such default or commence to remedy the default within the time limit aforesaid (and thereafter, in the latter case, will proceed continuously and diligently to complete all required remedial action).

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6.10    Operator may take action to remedy an alleged default under Section 6.8 without prejudice to its right to dispute the occurrence of the default and to claim recovery of expenses incurred in remedial work not occasioned by its default.

6.11    If Operator disputes any alleged default under Section 6.8 or if the Participant alleging a default provides to Operator a further written notice that Operator has failed to proceed continuously and diligently to complete all required remedial action to remedy a default previously alleged by such Participant, then the matter will be referred to arbitration under Section 20.7.

6.12    Operator will be deemed to have offered its resignation upon the occurrence of any of the following events:

(a)    if an attachment in respect to any material liability of Operator is made on the Property which is not related to the business of the joint venture;

(b)    If Operator:

(i)    admits in writing its inability to pay its debts as they become due other than indebtedness ("non-recourse financing") for money borrowed or guaranteed where the recourse of the holder thereof is restricted to realization upon specific assets none of which consist of any Interest, and whether failure to pay the indebtedness does not result in the creation of an unsecured obligation of Operator,

(ii)    makes an assignment for the benefit of creditors,

(iii)    consents to the appointment of a receiver (other than a receiver appointed under non-recourse financing) for all or a substantial part of its assets,

(iv)    files a petition in bankruptcy or for a reorganization or an arrangement under applicable bankruptcy, insolvency or creditors’ relief laws, or otherwise seeks the relief therein provided, or

(v)    is adjusted bankrupt or insolvent;

(c)    if a court order is pronounced in respect to Operator appointing a receiver or trustee for all or a substantial part of its property (other than property securing non-recourse financing), or approving a petition in bankruptcy or for a reorganization under applicable bankruptcy, insolvency or creditor’s relief laws or for any judicial modification or alteration of the rights of creditors; or

(d)    the Interest of the Operator is reduced to less than 25% for thirty (30) consecutive days.

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6.13    Upon ceasing to be Operator, the former Operator will forthwith deliver to its successor all Assets, books, records and other property both real and personal relating to this Agreement or its role as Operator under this Agreement.

6.14    The former Operator will use its best efforts to transfer to its successor, as of the effective date of the former Operator’s resignation or removal, it