JOINT VENTURE AGREEMENT

                                                                    Exhibit 10.6

                             JOINT VENTURE AGREEMENT


This Agreement made as of the 24th day of May, 2006.


BETWEEN:

     CANAMEX CORPORATION, a Company duty incorporated pursuant to the laws of
     the Country of Mexico, formed in Tecate, registered in Mexico City #4/4955
     with Tax # E 4191064, having its business office at 188 Pipila Fracc
     Buenaventura CP. 22880, Enesnada Baja California Norm,

     (hereinafter referred to as "Canamex")

AND:

     STEPHEN L. SMITH, a Businessman as well as President and major shareholder
     of Canamex, situated in Mexico having residence at 188 Pipila Fracc
     Buenaventura C P. 22880, Enesnada Baja California North.

     (hereinafter referred to as "Steve Smith")

AND:

     GEMCO MINERALS, INC., a Company duly incorporated in the State of Florida
     having its business office at Suite 203 -20189 56th Avenue Langley, BC, V3A
     3Y6

     (hereinafter referred to as "Gemco")

WHEREAS Canamex is a Mexican mining company with the ability to attain the
mineral rights to a strategic sand deposits south of Punta Colonet, Mexico (the
"Sand Deposit Property"), and;


WHEREAS Gemco has significant contacts and clients in the industrial mineral
industry, and is interested in a joint venture with Canamex who is also desirous
of a joint venture relationship, which the Parties wish to form pursuant to the
terms of this agreement


NOW THEREFORE IN CONSIDERATION of the sum of $10.00 US and other good and
valuable consideration) paid by each party to the other parties to this
Agreement, the receipt and sufficiency whereof is hereby acknowledged by all of
the parties hereto, and the mutual promises and covenants hereinafter set out,
the Parties agree as follows:




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1.    Gemco will