MINERAL RIGHT OPTION AGREEMENT

THIS MINERAL RIGHT OPTION AGREEMENT (hereinafter the “Agreement”) made effective as of the 18th day of September, 2008 (hereinafter the “Effective Date”) is executed by and between:

TEMASEK INVESTMENTS INC. , a company duly incorporated and organized under the laws of Panama with address for delivery and notice located at Suite 1-A, #5, Calle Eusebio A. Morales, El Cangrejo, Panama City, Panama (hereinafter the "Optionor" or “TEMASEK”) of the first part; and

AMAZON GOLDSANDS LTD. , a company organized under the laws of Nevada, United States of America, with address for delivery and notice located at 200 South Virginia Street, 8 ^th floor, Reno, Nevada, United States of America (hereinafter the “Optionee” or “AMAZON”), of the second part.

Optionor and Optionee collectively referred to as the Parties, and individually and indistinctively referred to as the Party.

(i)           Both Parties are mining exploration and development companies with experience in the identification and development of mining projects, particularly in the region of South America.

(ii)           AMAZON is interested in acquiring the ownership and title of certain claim applications, claims, and assorted mining rights, including all obligations arisen therefrom, with respect to certain areas located in Peru as detailed in Annex I hereto (hereinafter the “Mineral Rights”) that are of the property and title of Río Santiago Minerales S.A.C., a company duly incorporated and organized under the laws of Peru (hereinafter “RIO SANTIAGO”).

(iii)           TEMASEK is the indirect beneficial owner of 100% interest in the Mineral Rights through the direct and indirect control of different wholly owned subsidiaries, as detailed below.

(iii)           The ownership of TEMASEK in the Mineral Rights is evidenced through (a) the direct ownership of 1 share of the shareholding of RIO SANTIAGO, and (b) the direct ownership of 100% of the outstanding shareholding in Beardmore Holdings Inc., a company duly incorporated and organized under the laws of Panama, with address for delivery and notice located at Suite 1-A, #5, Calle Eusebio A. Morales, El Cangrejo, Panama City, Panama (hereinafter “BEARDMORE”), being BEARDMORE the registered owner of 999 shares in RIO SANTIAGO. BEARDMORE and TEMASEK are the registered owners of 100% of the outstanding shareholding in RIO SANTIAGO represented in 1,000 shares.

(iv)           The Optionor has agreed to grant four exclusive options (hereinafter, collectively referred to as the “Options”, and each individually and indistinctively referred to as the “Option”) to the Optionee, and the Optionee has agreed to receive the Options, each such Options entitling the Optionor to acquire a twenty-five percent (25%) undivided interest in and to the Mineral Rights in the manner hereto below described, for an aggregate interest of a one hundred percent (100%) undivided interest if all four Options are exercised, as detailed herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements hereinafter set forth the parties agree that:

1.1           The Optionor represents, warrants and covenants (representation, warrants and covenants that are extensive, when applicable, to the situation of its subsidiaries BEARDMORE and RIO SANTIAGO) to and with the Optionee that:

a) it has been duly incorporated and validly exists as a corporation in good standing under its laws of origin;

b) it is qualified to do business in those jurisdictions where it is necessary to fulfil its obligations under this Agreement, and it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

c) it has the requisite power, authority and capacity to fulfil its obligations under this Agreement;

d) the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action on its part;

e) prior to the Effective Date, it has obtained all authorizations, approvals, including regulatory approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement;

f) there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

g) it is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which is subject or which apply to it;

h) the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which the Optionor is subject;

i) it is now, and will also be thereafter at the time of legal transfer of interests in the Mineral Rights when any of the Options are exercised, the registered and beneficial owner of the Mineral Rights free and clear of all liens, charges and claims of others and no taxes, royalties or lease payments or like amounts are due in respect of any of the mineral claims that comprised the Mineral Rights;

j) there is no adverse claim or challenge against or to the ownership of or title to the interest it has on BEARDMORE and RIO SANTIAGO and on the Mineral Rights, nor to its knowledge is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase any shares in BEARDMORE and RIO SANTIAGO and on the Mineral Rights or any portion thereof, and no person other than the Optionor pursuant to the provisions hereof, has any interest whatsoever in BEARDMORE and RIO SANTIAGO and in the production from any of the mineral claims comprising the Mineral Rights;

k) the Mineral Rights have been duly and validly located and recorded in a good and minerlike manner pursuant to applicable mining laws in Peru;

l) all permits and licenses covering the Mineral Rights as they currently stand have been duly and validly issued pursuant to applicable mining laws in Peru and are in good standing by the proper doing and filing of assessment work and the payment of all fees, taxes and rentals in accordance with the requirements of applicable mining laws in Peru and the performance of all other actions necessary in that regard; and

m) it requires no third party consent of any kind to enter into this Agreement and grant the Options contemplated hereby.

1.2           The Optionee represents, warrants and covenants to and with the Optionor that:

a) it has been duly incorporated and validly exists as a corporation in good standing under its laws of origin;

b) neither the execution and delivery of this Agreement by the Optionee nor the performance by the Optionee of its obligations hereunder conflicts with the Optionee’s constating documents or any agreement to which it is bound;

c) the execution, delivery and performance by the Optionee of this Agreement and any other agreement or instrument to be executed and delivered by it hereunder and the consummation by it of all the transactions contemplated hereby and thereby have been duly authorised by all necessary corporate action on the part of the Optionee; and

d) excepting only as otherwise disclosed herein, the Optionee is not subject to, or a party to, any charter or by-law restriction, any law, any claim, any encumbrance or any other restriction of any kind or character which would prevent the execution of its obligations as hereof or the consummation of the transaction contemplated by this Agreement or any other agreement or instrument to be executed and delivered by the Optionee hereunder.

The representations and warranties contained hereof are provided for the exclusive benefit of the other Party and a breach of any one or more thereof may be waived by the non-breaching Party in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

2.1           The Optionor hereby grants to the Optionee the sole and exclusive right and option to acquire a one hundred percent (100%) undivided interest in the Mineral Rights, such 100% interest to be free and clear of all liens, charges, encumbrances, security interests and adverse claims.

2.2           The Parties agreed that the Optionee may exercise the Options in four separate twenty-five percent (25%) increments, as described below, each such increment being its own Option.

(a)           25% Option

The Optionee may exercise the initial twenty-five percent (25%) option to acquire a 25% interest in the Mineral Rights in accordance with the terms set out below (hereinafter, the “25% Option”).

In order to exercise the 25% Option the Optionee shall:

(i) pay, on signing of this Agreement, a non-refundable amount of $ 250,000 (United States Dollars Two Hundred and Fifty Thousand) to the order and the direction of the Optionor; and

(ii) issue, within 5 business days as from the Effective Date, 2,500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates; and

(iii) pay, within 90 days as from the Effective Date, further $ 250,000 (United States Dollars Two Hundred and Fifty Thousand) to the order and the direction of the Optionor.

For the purposes of this Agreement the Optionee is deemed to have fully exercised the 25% Option only once all three obligations described above in points (i), (ii) and (iii) have been completed.

Upon exercise of the 25% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, 25% of all the outstanding shareholding in BEARDMORE.

(b)           50% Option

Subject to the prior and due and complete exercise by the Optionee of the 25% Option in accordance with the paragraph before, the Optionee may exercise the second twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “50% Option”).

In order to exercise the 50% Option the Optionee, within 6 months as from the Effective Date, shall:

(i) have exercised and completed the 25% Option; and

(ii) pay $ 750,000 (United States Dollars Seven Hundred and Fifty Thousand) to the order and the direction of the Optionor; and

(iii) issue 3,500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates.

For the purposes of this Agreement the Optionee is deemed to have fully exercised the 50% Option only once all three obligations described above in points (i), (ii) and (iii) have been completed.

Upon exercise of the 50% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BEARDMORE.

(c)           75% Option

Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph before, the Optionee may exercise the third twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “75% Option”).

In order to exercise the 75% Option the Optionee, within 12 months as from the Effective Date, shall:

(i) have exercised and completed the 50% Option; and

(ii) pay $ 1,250,000 (United States Dollars One Million Two Hundred and Fifty Thousand) to the order and the direction of the Optionor; and

(iii) issue 4,500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates.

For the purposes of this Agreement the Optionee is deemed to have fully exercised the 75% Option only once all three obligations described above in p