JOINT VENTURE AGREEMENT

1.       Grant of Lease, and earning capacity of up to 90% Net Profits Interest. In consideration for the sum of US$100,000 to be paid by Company to Claimholder on or before August 20, 2004 , Claimholder hereby leases the mining claims known as the Cullebrillas Mine which includes:

Hereinafter known as (the “Property”) to Galaxy Minerals Inc , hereinafter known as ( the "Company") and grants to Company a 90% net profits interest (subject to adjustment as set forth below) (the "initial term"), with the right of Company at its option to extend the Lease for up to 2 (two) additional ten year terms on the same terms and conditions to and including July 30, 2024 (an "extended term") (the initial and extended terms being hereinafter referred to as the "Lease Term"). Company shall have the right to sooner terminate the Lease pursuant to Section 6 and, subject to Section 15 below.

1.2

The company is cognizant that mining and mining exploration is speculative by nature & thereby holds the seller harmless against mineral recovery being uneconomic on the project.

The claim holder is cognizant that capital markets can be arduous and volatile relating to mining & mining exploration projects.

2. Title to the Property.

A. Claimholder hereby represents and warrants to Company as follows:

(i) Claimholder owns or is able to convey a full and undivided interest in and to each of the mining claims included in the Property as of the date hereof;

(ii) To the best of the knowledge, information and belief of Claimholder, all such claims have been validly located and maintained in accordance with all applicable laws and regulations;

(iii) All such claims are free and clear of all liens, claims, and encumbrances whatsoever, subject only to the country of Peru, South America; all taxes, if any, which may be or which may become a lien upon the Property, as of the date hereof, have been paid;

(iv) The Property is not in any manner encumbered as a result of any conduct or activity of Claimholder;

(vi) Having secured the approval of its sole member to the terms and conditions of this Agreement, Claimholder has full and complete authority to execute this Agreement and to grant the rights herein conferred on Company; and

Claimholder has no knowledge that any of the mining claims comprising the Property are invalid.

3. Lease Payments and Other Payments:

A. During the Lease Term, Company shall make the following payments to Claimholder:

The sum of $20,000.00, on or before September 15, 2004; and

The sum of $20,000.00, on or before December 15, 2004; and

The sum of $20,000.00, on or before March 15, 2005; and

The sum of $20,000, on or before July 15, 2005.

Should the Company install and commence production facilities described in 4B prior to October 15, 2005, then, any further payments listed below will not take effect, and royalty payments of 5% described in 9B will commence.

Should production facilities prolong or be prolonged at the Companies discretion, then the sum of $20,000.00 on or before November 2005 will be paid, and, further payments of $20,000 quarterly will paid until production described in 4B takes effect.

     B.       Following Companys exercise of the Purchase Option under Section 7 and resulting termination of the Lease as provided in Section 1, Company shall pay to Claimholder (i) the Claimholder’s net profits interest (NPI) under Section 8A and (ii) the Claimholder, net smelter return (NSR) royalty under Section 8B. Companys obligation to make payment under Section 8A and Section 8B shall cease to accrue on the first to occur of (i) completion by Company of mining operations, residual leaching and reclamation in the Project Area or (ii) other decision of Company to terminate operations in the Project Area and, if Claimholder so desires, to recovery the property to Claimholder once reclamation and other environmental obligations have been satisfied, although this provision shall not relieve Company from its obligation to make payments that accrued prior to such occurrence.

     C.      All payments shall be paid in US$ dollars in immediately available funds.

     D.      Company hereby represents and warrants to Claimholder that it has adequate financial resources to make the payments required under this Section 3, as well as the Work Expenditures required under Section 4.

4. Work Expenditures . During the Lease Term, until terminated by Company under Section 6 or until the Purchase Option is exercised under Section 7, Company shall make work expenditures ("Work Expenditures") on or for the benefit of the Property in the following amounts:

     A.      An initial Exploration drilling program will be carried out consisting of:

     1)      The sum of $1,500,000.00 will be committed during an 18-month period beginning September 15, 2004 to fully define known ore bodies and structures on the Aventura IV-A claim to a Proven Reserve status. Adjoining claims, not yet explored, will be outlined for further reserve addition. An option to develop and produce known reserves during this drilling program will be defined by the Company.

     2)      The Proven reserve status and results of the Exploration program will determine the following development and production outline:

           Upon defining Proven Gold Reserve resources of not less than 250,000 nor more than 500,000 Troy ounces, a $5,000,000.00 development Capital Expenditure (CAPEX) will be allocated for mine and processing plant infrastructures at the 500 ton/day level. This investment will be at the discretion of the Company whether it will take place during the 18 months Exploration Program or within a six-month period after. No considerations to Claim holder are to be considered in this program.

     B.      Upon defining a proven Gold Reserve resource of plus 1,000,000 Troy ounces, further CAPEX outlay will be designated to increase planned production to the 750- 1,000 ton/day capacity level.

Any excess of Work Expenditures in any year shall be carried forward to the succeeding year.

For purposes of this Agreement, “Work Expenditures” is defined as sums spent or incurred by Company directly on the Property for exploration and development of the Property, including drilling, geochemical sampling, geophysical or seismic survey, assaying, and ore reserve calculation; metallurgical and engineering analyses; environmental and permitting analyses and activities; feasibility studies; and financing investigations; plus 5% of such direct costs in lieu of headquarters overhead and general and administrative expenditures.

5. Rights and Obligations During Lease Term . The parties shall have the following rights and obligations during the Lease Term:

      A. Access to Property and Provision of Data. Company shall have full access to the Property to conduct such investigations and examinations, as Company may deem desirable and to all information and data in Claimholder’s possession and control pertaining to the Property necessary or desirable to enable Company to fully evaluate the Property and its commercial feasibility. Claimholder agrees to cooperate fully with Company in its investigation.

      B. Activities b y Company . Company shall have exclusive possession of the Property, subject to the paramount rights of the country of Peru with respect to mining claims included in the Property, and shall have the exclusive right to conduct such exploration, evaluation, and development activities on the Property (including bulk sampling) as Company may desire. Claimholder shall provide at Companys expense all reasonable assistance to Company for the obtaining of any permits, licenses, and third party consents needed for such work. Company shall also have the right to contact the pertinent federal, state, and local permitting agencies, and to negotiate with such agencies.

      C. Maintenance of Property. Company shall maintain in good standing all mining claims that comprise the Property. Company shall, as required by Peruvian Mining Law & Government with respect to mining claims, perform required assessment work or timely pay all claim maintenance or rental fees and all required property taxes, and shall timely make all filings and recordings in the appropriate governmental offices required in connection with such payments. In the event Claimholder makes any such payment (although it shall have no obligation to do so), Company shall promptly reimburse Claimholder for payment of such holding costs upon receipt by Company of evidence of such payment.

      D. Sharing of Data. During each year of the Lease Term, Company will share with Claimholder all information (including interpretive and non-interpretive data, subject to typical disclaimers regarding interpretive data and statements that Claimholder may not rely upon the same) obtained from the exploration, evaluation, and development activities pertaining to the Property, including providing a copy of any geological and other principal reports relating to the Property, and will report to Claimholder in writing at least quarterly regarding the progress of the exploration and evaluation work and Work Expenditures made during the period.

      E. Claimholder Access to Property. Claimholder may have access to the Property at its sole risk on reasonable notice, and s