MINING VENTURE AGREEMENT

MINING VENTURE AGREEMENT

BETWEEN

NEW JERSEY MINING COMPANY

AND

SILVERSTAR MINING CORP.

made

MARCH 31, 2008

THIS MINING VENUTRE AGREEMENT made March 31, 2008 between:

NEW JERSEY MINING COMPANY, an Idaho corporation (“NJMC”)

- and -

SILVERSTAR MINING CORP., an Idaho corporation (“Silverstar”)

     WHEREAS NJMC owns certain unpatented mining claims comprising the Silver Strand Property subject to a Net Smelter Royalty; and

WHEREAS NJMC has an approved Plan of Operations with the U.S. Forest Service; and

     WHEREAS NJMC and Silverstar wish to enter into this Agreement to establish a venture for the purpose of exploring and mining the Silver Strand Property as permitted by the existing Plan of Operations or any future plan of operations;

     NOW THEREFORE in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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ARTICLE I

INTERPRETATION

Definitions

1.1 In this Agreement, unless something in the subject matter or context is inconsistent therewith:

     (a) “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, and Participant to this Agreement. For purposes of the preceding sentence, “control” means possession, directly or indirectly, or the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

     (b) “Agreement” means this Venture Agreement, including all amendments and modification thereof, and the Mining Leases which are incorporated herein by this reference.

     (c) “Assets” means the Property, Products, contractual Rights, and all other real and personal property, tangible and intangible, now or hereafter held for the benefit of the Participants hereunder.

     (d) “Development” means all preparation for the removal and recovery of Products, including the construction or installation of any improvements and the procurement of the materials, tools, equipment, machinery and supplies to be used for the mining, handling, milling, processing or other beneficiation of Products.

     (e) “Investigations” means all activities directed toward ascertaining the existence, location, mineability, continuity, quantity, quality or commercial value of deposits of Products.

     (f) “Initial Contribution” means the contribution each Participant has made or agrees to make pursuant to Sections 5.1, 5.2, and 5.3.

     (g) “Joint Account” means the books of account maintained by the Manager for the Participants showing the charges and credits accruing to the Participants and maintained in accordance with generally accepted accounting procedures.

     (h) “Manager” means NJMC or any person or entity appointed as successor Manager under the terms of the Agreement.

     (i) “Mining” means the mining, extracting, producing, handling, milling, or other processing of Products. “Mining Rights” mean the legal capability of conducting “Mining.”

     (j) “NJMC” means New Jersey Mining Company

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     (k) “MSD” means Mine Systems Design, Inc.

     (l) “Net Proceeds” means the gross proceeds generated from the Property during a specified period less all expenses allocable under generally accepted accounting procedures to the generation of said gross proceeds.

     (m) “Operations” means the activities carried out under this Agreement.

     (n) “Operating Costs” means all costs of operations categorized as such by generally accepted accounting principles, including taxes, royalties, and other levies (except for federal, state, or local income taxes), mine operation costs, mine maintenance costs, mill operation costs, mill maintenance costs, plan services costs and administration expenses, but excluding any charges for depreciation, depletion, or amortization or any reserve for reclamation.

     (o) “Participant” and “Participants” mean the persons or entities that from time to time have a Participating Interest(s), and which, for present purposes, consist of NJMC, and Silverstar.

     (p) “Participating Interest” means the percentage interest representing the operating ownership of interest of a Participant in Assets, and all other rights and obligations rising out of this Agreement.

     (q) “Silverstar” means Silverstar Mining Corp.

     (r) “Prime Rate” means the annual interest rate quoted as such from time to time by the Bank of America, at its head office, as said rate may change from day to day.

     (s) “Products” means all ores, minerals, concentrates and mineral resources produced from the property under this Agreement.

     (t) “Property” means those unpatented claims listed in Exhibit A.

     (u) “Transfer” means sell, grant, assign, encumber, pledge or otherwise dispose of.

     (v) “Venture” means the business arrangement of the Participants under this Agreement.

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Schedules

1.2 The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

Exhibit A - List of unpatented claims comprising the Property; and

Exhibit B - Copy of Plan of Operations and USFS Decision.

Currency

1.3 All references to currency herein are to lawful money of the United States of America.

Accounting Principles

1.4 Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be to the generally accepted accounting principles applicable in the United States of America and applicable as at the date on which such calculation is made.

Time is of the Essence

1.5 Time shall be of the essence of this Agreement.

Benefit of the Agreement

1.6 This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.

Entire Agreement

1.7 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express, implied, or statutory, between the parties other than as expressly set forth in this Agreement.

Amendments and Waiver

1.8 No modification of or amending to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto (including any Participants subsequently added to this Agreement) and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

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Governing Law

1.9 This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Capacity of Participants

2.1 Each of the Participants represents and warrants to each of the other Participants as follows:

     (a) it is a corporation duly incorporated and in good standing in its jurisdiction of incorporation and is qualified to do business and is in good standing in each of those jurisdictions where necessary in order to carry out the purposes of this Agreement;

     (b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;

     (c) it will not breach any other agreement or arrangement to which it is a party or by which it is bound, including, without limitation, by entering into or performing this Agreement; and

     (d) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.

Mining Rights

2.2 NJMC represents and warrants to Silverstar that:

     (a) It is the Owner of the Property shown in Exhibit A; and

     (b) NJMC has an approved Plan of Operations with the U.S. Forest Service for a seasonal, underground mining operation on the Property, and

     (c) NJMC is entitled, and has full right and authority, to assign, sell, and/or grant percentage interests of the Mining Rights.

Survival

2.3 The representations and warranties set forth above shall continue for the benefit of the parties to whom they are given for the term of this Agreement.

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ARTICLE III

PURPOSES AND TERM

General

3.1 NJMC and Silverstar hereby enter into this Agreement for the purposes hereinafter stated, and each of them agree that all of their rights relative to the Property and all of the Operations on or in connection with the Property shall be subject to and governed by this Agreement.

3.2 This Agreement is entered into for the following purposes and for no others, and shall serve as the exclusive means by which the Participants, or either of them, accomplish such purposes:

     (a) to conduct Investigations within the Property;

     (b) to obtain permits, authorizations and approvals for the Development of the Property and for Mining Operations thereon;

     (c) to engage in Development and Mining Operations on the property;

     (d) to engage in the marketing of Products; and

     (e) to perform any other activity necessary, appropriate, or incidental to any of foregoing.

Limitation

3.3 Unless the Participants otherwise agree in writing, the Operation shall be limited to the purposes described in Section 3.2, and nothing in this Agreement shall be construed to enlarge such purposes.

Effective Date and Term

3.4 The effective date of this Agreement as between NJMC and Silverstar shall be March 31, 2008. The term of this Agreement shall be for so long as Products are produced from the Property or any reclamation or rehabilitation of the Property following cessation of Development and Mining thereon is continuing, unless the Agreement is earlier terminated as herein provided.

Financial Year

3.5 The financial year of the Venture shall be the calendar year.

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ARTICLE IV

RELATIONSHIP OF THE PARTICIPANTS

No Partnership

4.1 Nothing contained in this Agreement shall be deemed to constitute any of the Participants, or any combination thereof, the partner of any of the others, or any combination thereof, or, except as otherwise herein expressly provided, to constitute any of the Participants the agent or legal representative of any of the others, or to create any fiduciary relationship between them. It is not the intention of the Participants to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership. None of the Participants shall have any authority to act for or to assume any obligation or responsibility on behalf of any of the other Participants, except as expressly provided herein. The rights, duties, obligations and liabilities of the Participants shall be several and not joint or elective. Each Participant shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein, it being the express purpose and intention of the Participants that their ownership of Assets and the rights acquired hereunder shall be as tenants in common. Each Participant shall indemnify, defend and hold harmless each of the other Participants, and their respective directors, officers, employees, agents and attorneys from and against any and all losses, claims, damages and liabilities arising out of any act or losses, claims, damages and liabilities arising out of any act or any assumption of liability by the indemnifying Participant(s), or any of its/their directors, officers, employees, agents and attorneys done or undertaken, or apparently done or undertaken, on behalf of the other Participant(s), except pursuant to the authority expressly granted herein or as otherwise agreed in writing between the Participants.

Other Business Opportunities

4.2 Except as expressly provided in this Agreement, each of the Participants shall have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Operations, without consulting the other. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to any other activity, venture, or operation of any Participant, and no Participant shall have any obligation to the others with respect to any opportunity to acquire any property not subject to the Mining Leases.

Waiver of Right to Partition

4.3 The Participants hereby waive and release all rights of the partition, or of sale in lieu thereo