MEMBERSHIP INTEREST REDEMPTION AND WITHDRAWAL AGREEMENT

MEMBERSHIP INTEREST REDEMPTION

AND WITHDRAWAL AGREEMENT

THIS AGREEMENT is entered into this 29th day of October, 2004.

BETWEEN:

ALASKA STAR MINERALS, L.L.C., an Arizona limited liability company

(hereinafter the “Company”)

AND:

BRISCOE INVESTMENTS, LP, RLLP, an Arizona limited partnership

(hereinafter “Briscoe”)

AND:

PAUL MATYSEK

(hereinafter “Matysek”)

WHEREAS:

A.                     The Company is an Arizona limited liability company having been organized on December 22, 2003.

B.                     Briscoe and Matysek are the members of the Company, each owning a fifty percent (50%) membership interest in the Company.

C.                     Matysek has given notice of his intent to withdraw from the Company effective October 29, 2004.

D.                     The Company desires to redeem the membership interest owned by Matysek, and Matysek desires to transfer his membership interest in the Company to the Company on the terms and conditions herein set forth.

E.                     The parties to this Agreement desire to place in contractual form the terms and conditions agreed upon amongst the parties.

NOW THEREFORE, the parties agree as follows:

D/GYW/709377.1

The Company shall redeem the membership interest of the Company owned by Matysek; and Matysek shall transfer such interest in the Company as follows: