Three-year Lease Agreement

 

                                  EXHIBIT 10.15

 

[Three-year   Lease   Agreement   by and between the Company and Corsain   effective

November 13, 2003 translated from Spanish into English.]

 

WE: ROGELIO JUAN TOBAR GARCIA, fifty one years of age, Bachelor in Economy, from

the domicile of Antiguo   Cuscatlan,   Department   of La Libertad,   carrier of the

sole identification document number zero one million five hundred and fifty nine

thousand six hundred three - two, who acts in name and in representation, in his

capacity as President and Legal Representative of the CORPORACION SALVADORENA DE

INVERSIONES   (Salvadoran Investment Corporation) that is abbreviated as CORSAIN,

official investment institution, of autonomous character, of this domicile, with

tax   identification   number   zero six hundred   fourteen   zero ten   thousand   one

hundred eighty two-zero zero one, that henceforth will be called "the LESSOR" or

the   "Corporation",   and for the other party Mister LUIS ALFONSO LIMAY PITA, who

is fifty eight years of age, Geological Engineer, of Peruvian nationality and of

domicile   in San   Miguel   and in this   act   identified   himself   by means of his

Foreign Resident   Identification   Carnet number zero nine thousand eight hundred

and ninety six given by the Directorate General of Immigration,   who acts in his

capacity as holder of Special Power of Attorney for the company   COMMERCE   GROUP

CORP.,   a corporation   of the State of Delaware,   United States of America,   who

henceforth   will be called "the Lessee,   by means of the present   instrument   we

agree to sign the present   SIMPLE LEASE   CONTRACT,   which will be subject to the

following clauses: 1) DECLARATION OF DOMINION: that the Lessor states that he is

owner and in current possession of a portion of rustic land and the buildings it

contains   that was   dismembered   from a land of greater   capacity of SIXTY SEVEN

HECTARES   SEVENTY TWO AREAS FIVE POINT   TWENTY FIVE   CENTIAREAS,   equivalent   to

NINETY SIX MANZANAS   EIGHT   THOUSAND   NINE HUNDRED SIXTY FOUR POINT TWENTY THREE

SQUARE VARAS, that make up part of the land assets that are property of CORSAIN,

known   together as Montecristo   Mines,   located in the   jurisdiction   of Jocoro,

Department   of Morazan,   inscribed in favor of CORSAIN to the number ONE HUNDRED

SEVENTY NINE of the book TWO HUNDRED   SEVENTY   FIVE of the property   registry of

Morazan,   whose description is the following:   Starting from the geodesic marker

Valle Santiago in direction   North fifty six degrees zero six point zero minutes

West and a distance of ninety six point fifty four meters one arrives at a point

from where with   direction   North   twenty   five   degrees   thirty four point zero

minutes East and a distance of one hundred meters,   one arrives at another point

from where with   direction   North twenty eight   degrees   thirty four point three

minutes East and a distance of one hundred   meters one arrives at another   point

from where with   direction   North   thirty   eight   degrees   thirty four point six

minutes East and a distance of three hundred meters one arrives at another point

from where with   direction   North forty one degrees   fifteen   point zero minutes

East and at a distance of three hundred meters is found the corner South-West of

the   property   that is   described   below,   whose   measures   and   borders are the

following:   TO THE WEST:   Straight line with direction   North thirty six degrees

forty two point sixty five minutes West and a distance of eight   hundred   thirty

eight point zero fifty six meters,   bordering with lands of the general property

of greater capacity property of CORSAIN; TO THE NORTH: broken line that consists

of thirty one straight   lines;   the first with   direction   North   seventy   three

degrees twenty four point fifty eight minutes East and a distance of sixty three

meters   twenty one   centimeters;   the second   with   direction   North forty three

degrees   thirty six point thirty one minutes East and a distance of forty meters

sixty nine centimeters; the third with direction North thirty

 

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six degrees   forty two point sixty six minutes   East and a distance of fifty six

meters   sixty eight   centimeters;   the fourth with   direction   North forty three

degrees   eighteen   point   eighty four   minutes East and a distance of eighty one

meters thirty   centimeters,   eight   millimeters;   the fifth with direction North

seven   degrees   three   point   twenty one   minutes   East and a distance of twenty

meters eighty four   centimeters,   eight   millimeters;   the sixth with   direction

North   seventy   degrees   fifty six point   seven   minutes   West and a distance of

thirteen   meters fifty   centimeters;   the seventh with a direction North seventy

degrees forty point   fourteen   minutes West and a distance of forty seven meters

sixty   centimeters,   six   millimeters;   the eighth with direction   North and one

degree   thirty six point forty seven   minutes East and a distance of forty eight

meters twenty one centimeters,   four millimeters; the ninth with direction North

forty five degrees   fifty one point ninety seven   minutes East and a distance of

ninety eight meters thirty seven   centimeters,   two millimeters;   the tenth with

direction North forty three degrees fifty nine point zero seven minutes East and

a distance of one hundred forty meters twenty three centimeters, one millimeter;

the eleventh with   direction   South twenty nine degrees thirty seven point sixty

minutes East and a distance of thirty one meters, ninety three centimeters, five

millimeters;   the twelfth with   direction   South forty five degrees twenty three

point   eighty   seven   minutes   East and a distance of forty four   meters   eighty

centimeters,   three   millimeters;   the thirteenth with direction South forty one

degrees two point fifty one minutes   East and a distance of thirty   meters forty

five centimeters,   five   millimeters;   the fourteenth with direction South sixty

six degrees   sixteen point thirty one minutes East and a distance of twenty five

meters eighty seven   centimeters;   the fifteenth   with   direction   North seventy

three degrees   thirteen   point   thirteen   minutes East and a distance of fifteen

meters,   sixty nine   centimeters;   the   sixteenth   with   direction   South eighty

degrees   seventeen   point fifty two   minutes   East and a distance of twenty nine

meters forty one centimeters,   four millimeters;   the seventeenth with direction

South five degrees forty eight point seventy four minutes West and a distance of

fifty two meters, sixty seven centimeters,   one millimeter;   the eighteenth with

direction   South twenty five   degrees   fifty eight point sixty nine minutes East

and a distance of thirty two meters,   twenty centimeters,   six millimeters;   the

nineteenth   with   direction   South forty four degrees forty one point forty nine

minutes East and a distance of thirty two meters, ninety seven centimeters,   two

millimeters;   the twentieth with direction south sixty degrees thirty nine point

twenty   six   minutes   East and a   distance   of forty   six   meters,   twenty   five

centimeters,   eight millimeters; the twenty first with direction South fifty one

degrees one point one seventy   one minutes   East and a distance of thirty   eight

meters,   one millimeter;   the twenty second with direction South seventy degrees

forty two point eleven minutes East and a distance of twenty six meters,   twenty

centimeters, two millimeters; the twenty third with direction South seventy nine

degrees   forty   nine   degrees   forty four point   forty five   minutes   East and a

distance   of ten meters   fifty five   centimeters,   six   millimeters;   the twenty

fourth with direction   North seventy degrees sixty five point eight minutes East

and a distance of twenty seven meters twenty one centimeters, eight millimeters;

the twenty   fifth with   direction   North fifty eight   degrees   twenty nine point

twelve minutes East and a distance of one hundred five

 

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meters,   fifty   eight   centimeters,   three   millimeters;   the twenty   sixth with

direction   South eighty degrees thirty eight point ninety two minutes East and a

distance of twenty meters, sixty one centimeters,   seven millimeters; the twenty

seventh   with   direction   South fifty one degrees zero point eighty four minutes

East and a distance of eleven meters, ninety centimeters,   five millimeters; the

twenty   eighth with   direction   South forty two degrees fifty three point thirty

seven   minutes   East   and a   distance   of   eighty   four   meters,   seventy   seven

centimeters,   two millimeters; the twenty ninth with direction South seventy six

degrees   forty seven point forty six minutes   East and a distance of eighty nine

meters, five centimeters,   seven millimeters; the thirtieth with direction South

seventy seven degrees forty five point   thirteen   minutes East and a distance of

thirty meters, eighty two centimeters,   nine millimeters;   the thirty first with

direction   South sixty four degrees fifty one point fourteen   minutes East and a

distance of sixteen   meters,   thirty   centimeters,   eight   millimeters.   All the

pieces border with lands of Mr. Rene Gonzalez, deep ravine in the middle, TO THE

EAST: Broken line made up by twenty one straight lines: the first with direction

South forty one   degrees   forty   seven   point   sixty   eight   minutes   West and a

distance of forty nine   meters,   fifty six   centimeters,   two   millimeters;   the

second with direction   South twenty seven degrees forty point eighty six minutes

West and a distance   of forty   five   meters,   twenty   three   centimeters,   eight

millimeters;   the third with   direction   South twenty nine   degrees   fifty seven

point   nineteen   minutes West and a distance of thirty two meters,   twenty eight

centimeters,   two millimeters;   the fourth with direction South eighteen degrees

twenty eight point zero one minutes West and a distance of eleven meters, ninety

five   centimeters,   six   millimeters;   the fifth with direction   South seventeen

degrees   thirty point   ninety seven   minutes East and a distance of nine meters,

seventy four centimeters,   two millimeters; the sixth with direction South forty

one degrees   thirty five point fifty three minutes East and a distance of twenty

seven meters,   six centimeters,   three   millimeters;   the seventh with direction

South eighty seven   degrees   twenty three point ninety three   minutes East and a

distance of thirty two meters, seventeen centimeters, one millimeter; the eighth

with direction   North eighty one degrees zero point zero five minutes East and a

distance of twenty meters, ninety centimeters,   five millimeters; the ninth with

direction   South eighty eight   degrees zero seven point twenty five minutes East

and a distance of twenty eight meters, ninety seven centimeters;   the tenth with

direction   South eighty five   degrees   zero two point eleven   minutes East and a

distance of twenty six meters,   fifty seven   centimeters,   six millimeters;   the

eleventh   with   direction   South eighty two degrees fifty eight point forty nine

minutes East and a distance of twenty six meters,   forty nine   centimeters,   one

millimeter;   the twelfth with   direction   South   eleven   degrees zero zero point

thirty six minutes and a distance of twelve   meters,   seventy five   centimeters,

five millimeters; the thirteenth with direction South twelve degrees thirty five

point   seventeen   minutes   West   and   a   distance   of   sixty   nine   meters,   two

centimeters,   nine millimeters;   the fourteenth with direction South six degrees

twenty   four point   sixteen   minutes   East and a   distance   of twenty six meters

ninety three centimeters,   eight millimeters; the fifteenth with direction South

seventy   degrees   sixteen point twenty nine minutes East and a distance of fifty

five   meters   forty eight   centimeters,   six   millimeters;   the   sixteenth   with

direction South

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sixty seven   degrees   fifty one point   fifty two minutes   East and a distance of

forty meters,   eighty   centimeters,   seven   millimeters;   the   seventeenth   with

direction   South thirty three degrees twenty three point thirty two minutes East

and a distance of twenty two meters, fifty one centimeters, six millimeters; the

eighteenth with direction South four degrees eighty two point zero three minutes

West and a   distance   of twenty   six   meters,   seventy   four   centimeters,   four

millimeters;   the nineteenth   with direction   South forty one degrees twenty six

point twenty seven   minutes   West and a distance of seventy   meters,   thirty one

centimeters,   one   millimeter;   the twentieth   with   direction   South twenty one

degrees   forty nine point   thirty one   minutes   East and a distance of forty six

meters,   seventy   three   centimeters,   nine   millimeters;   the twenty first with

direction   South   forty four   degrees   twenty   point   fifty   minutes   East and a

distance of sixty one meters,   eighty four centimeters,   four   millimeters.   The

first fifteen pieces border with lands of Mr. Rene Gonzalez,   deep ravine in the

middle;   the other six pieces border with Colonia   Monte   Cristo;   TO THE SOUTH:

Broken line made up of thirteen   straight lines:   the first with direction South

seventy   degrees   fifty seven point fifty seven   minutes   West and a distance of

fifty meters, ninety two centimeters, six millimeters; the second with direction

South   sixty   seven   degrees   twenty   four point   forty one   minutes   West and a

distance of fifty seven meters,   eighty one centimeters,   six   millimeters;   the

third with   direction   South sixty two degrees   thirty nine point   seventy   nine

minutes West and a distance of fifty nine meters,   thirteen   centimeters,   eight

millimeters;   the fifth with   direction   South fifty seven   degrees   forty eight

point forty eight minutes West and a distance of thirty seven meters, ninety six

centimeters,   three   millimeters;   the seventh   with   direction   South fifty two

degrees   forty five point forty four   minutes West and a distance of forty three

meters,   sixty two   centimeters,   eight   millimeters;   the eighth with direction

South fifty four degrees   fifty five point forty one minutes West and a distance

of one hundred twenty six meters,   fourteen   centimeters,   two millimeters;   the

ninth with   direction   South fifty six degrees zero three point zero one minutes

West and a distance of two hundred thirty four meters,   ninety six   centimeters,

four   millimeters;   the tenth with direction   North seventy   degrees twenty nine

point twenty nine minutes West and a distance of two meters,   three centimeters,

six   millimeters;   the eleventh with   direction   North twenty five degrees North

zero four point twenty eight   minutes East and a distance of one meter,   seventy

one centimeters,   six millimeters;   the twelfth with direction North seventy one

degrees   fifty three point forty one minutes   West and a distance of six meters,

twenty nine   centimeters,   six millimeters;   the thirteenth with direction South

thirteen   degrees   forty three point   ninety five minutes West and a distance of

sixteen   meters,   seventy   centimeters,   six   millimeters;   arriving thus to the

Southwest   corner   where   the   present   description   started.   The   first   eight

(straight line) sections border with lands known as Montecristo   Isle,   property

of CORSAIN.   The other five pieces border with lands of Mr. Bartolo Berrios; the

thirteen   prior pieces   border with the Ruta Militar   Highway with Santa Rosa de

Lima in the middle.   That on the built area of the land that is leased   there is

found iron and wood   galleys   with roofs of   channeled,   laminated   metal,   also

property of CORSAIN.   II.   OBJECT OF THE   CONTRACT:   The   representative   of the

Lessor delivers in simple lease to the Lessee the portion of land

 

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described   above,   and in such   capacity   the Special   Power of Attorney   holder

receives from the Lessor the referred to property to his complete   satisfaction,

obliging him to return it to the Lessor in the same condition at the termination

of the lease term.   III. TERM AND EXTENSION - The term of the lease is agreed to

for THREE years counting from Nov. 13, 2003, with termination on the twelfth day

of November of the year 2006, both dates inclusive,   which will be automatically

extended,   as long as there is no manifest   expression   by CORSAIN to declare it

finished within the established   term with at least ninety days of prior notice.

If the Lessee complies with the Clauses of this document and in common agreement

with the Lessor they decide to continue with the lease,   the conditions   will be

discussed and   protected in a new   contract.   In the case that the Lessee leaves

the property   given in lease before the end of the term, it is   responsible   for

paying any taxes   pending as if it were the end of the term.   IV. PRICE AND FORM

OF   PAYMENT.   The total   price   for the lease   during   first   year is   SEVENTEEN

THOUSAND   AND TWENTY TWO POINT   THIRTEEN   US   DOLLARS   (US$17,022.13),   plus the

corresponding   Transfer of Movable   Goods and   Rendering   of Services Tax (VAT),

paid by monthly   quotas,   successive   and in advance,   the first of ONE THOUSAND

FOUR HUNDRED   EIGHTEEN   POINT FIFTY TWO DOLLARS OF THE UNITED STATES OF AMERICA,

and from the second on the payment of ONE THOUSAND FOUR HUNDRED   EIGHTEEN   POINT

FIFTY ONE DOLLARS OF THE UNITED STATES OF AMERICA. This price is to be increased

annually to cover the   inflation   rate in the USA, and the   increase   will begin

once the corresponding report has been obtained from the Embassy of this country

accredited   in El   Salvador,   and   will be added   to the   corresponding   monthly

payment,   effective on the   thirteenth   day on each one of the months covered in

the term. V. EFFECTS OF LATE PAYMENTS: The delay in payment of one of the agreed

quotas   will   result in ending of the term,   giving   the right to the   Lessor to

demand of the Lessee,   immediate   de-occupation of the Leased property,   without

the need for any judicial   action and   executively   demand   payment of all taxes

owed as well as those that remain from   fulfillment   of the rest of the original

term, including the termination of the contract as the case may be. VI. DEPOSIT.

Both parties agree that the obligations   contracted in the present instrument on

the part of the   Lessee   are   guaranteed   by the   deposits   made in favor of the

Lessor for the amount of ELEVEN   THOUSAND EIGHT HUNDRED THIRTY THREE POINT FIFTY

DOLLARS OF THE UNITED STATES OF AMERICA, protected by the receipt of the deposit

number SIX THOUSAND SEVEN HUNDRED   SEVENTY   FOUR-A,   DATED November 15, 1993 for

the quantity of NINETY NINE THOUSAND EIGHT HUNDRED TWENTY COLONES, equivalent to

ELEVEN   THOUSAND   FOUR HUNDRED EIGHT DOLLARS OF THE UNITED STATES OF AMERICA and

deposited to the account of CORSAIN dated   February 16, 1995 for the quantity of

TWO THOUSAND NINE HUNDRED TEN POINT TWELVE   COLONES   equivalent to THREE HUNDRED

THIRTY   THREE POINT   FIFTY   DOLLARS OF THE UNITED   STATES OF AMERICA,   that will

serve to respond for taxes owed or for payments   that might   encumber the Lessor

and that were the   responsibility   of the   Lessee,   that will be   returned   in a

period of thirty days following the end of the

 

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contract,   if the above mentioned case does not occur. VII. SPECIAL   CONDITIONS.

The Lessee   commits : 1) to inform   CORSAIN in writing   within 30 days following

the   signing of this   Agreement   about which   installations   it will use, on not

doing this it will incur a penalty   equal to one quarter of the lease price.   2)

The Lessee will not be responsible for the   deterioration   of the   installations

that it does not use.   3) to be   responsible   for all kinds of damages   that are

caused as a result of the operations carried out on the property.   4) The Lessee

may make use of the water   resources on the property that are within the portion

leased and of the sources known as Santa Francisca,   Adolfo,   Quebrada Seca, and

Quebrada Honda for whose use will be set up the corresponding   rights of way and

aqueducts that should be made through use of underground pipes. In addition, the

Lessor   authorizes to the Lessee to build a tank in the source called Adolfo. It

is   understood   that access to the sources   mentioned   and that the use of water

from these sources is not   exclusive to the Lessee;   and 5) The Lessee will have

the right to use the   surface of the area leased to build,   maintain   and repair

installations, machinery, materials and residues of the ore that it will take to

be   processed   in said   place,   as well as   build   roads,   paths,   deposits   for

minerals,   waste and ore, piping for potable water, telephone lines, electricity

transmission   and   distribution   lines.   At the same time,   it may build all the

facilities   to use   what   is   leased   for   the   end of   crushing,   milling,   and

processing   raw materials   and precious   minerals ore, all on the account of the

Lessee.   The use of what is leased   should be the most adequate in accordance to

the works that the Lessee   plans to carry out on the property the object of this

contract and in carrying out its work it is obliged to not cause any   ecological

damage.   6) To allow   during a period of ONE YEAR   within   the lease   term,   the

company   TRIADA   S.A.   de CV to do   exploration   on the area of the leased   land

without   more   restrictions   than those of imminent   security   exercised   by the

Lessee,   for which the Lessor will propose the signing of an   agreement   between

both companies   prior to the start up of   exploration   work; 7) In the case that

CORSAIN decides to sell the property that is the object of the present contract,

it is   obliged   to give the right of   preference   to   COMMERCE   GROUP to acquire

ownership of it, always if the conditions for sale proposed are accepted, to the

contrary,   CORSAIN   remains free to declare the lease   contract as ended without

any more responsibility beyond giving the respective notice to the Lessee. VIII.

RIGHTS OF THE   LESSOR.   The   Lessor   will have free   access to the   property   to

inspect it, and may delegate this faculty to any person or persons that it deems

convenient   for which   purpose it will give   notice to the Lessee of the reasons

for   entrusting   it,   with at least   two days of   anticipation   for   reasons   of

security.   IX. DESIGNATED USE: The leased property will be destined   exclusively

for use of the surface area leased to build,   maintain and repair installations,

materials   and residues   from the ore that will be taken to be processed in said

place,   as well as build roads,   paths,   deposits for   minerals,   waste and ore,

piping   for   potable   water,   telephone   lines,    electricity   transmission   and

distribution lines, build all o