PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into effective as of August 6, 2007 (the "Effective Date") by and between J. Dick Eastman and Cody Eastman, husband and wife, , Stephen M. Rae , a single man dealing with his sole and separate property, and David A. Rae , a single man dealing with his sole and separate property (collectively "Owner”), and Bolsa Resources, Inc. , an Arizona corporation ("Bolsa").

RECITALS:

WHEREAS, Owner is the owner of certain patented mining claims and other real property situated in Cochise County, Arizona, which patented mining claims and other properties are more particularly described in Exhibit A, attached hereto and incorporated herein by this reference, which, together with all extralateral rights and all mines, minerals, mineral substances, deposits, ores, ore bearing materials, metals, tailings, dumps, mine waste and all other materials of any type whatsoever, including water and water rights, in, on, under or benefiting the real property, are herein referred to as the "Property";

WHEREAS, Owner desires to sell the Property to Bolsa and Bolsa desires to purchase the Property from Owner; and

WHEREAS, Bolsa and Owner desire to enter into this Agreement setting forth their respective rights and obligations with respect to the purchase and sale of the Property.

NOW, THEREFORE , in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, Owner and Bolsa agree as follows:

Owner hereby agrees to sell, grant, convey and transfer to Bolsa, and Bolsa hereby agrees to purchase and accept from Owner the Property, together with all rights and interests appurtenant thereto or located thereon, including rights-of-way and easements pertaining to or used in connection with the Property. The term Property shall also include all right, title and interest in and to improvements and fixtures owned by Owner appurtenant to or benefiting the Property.

2. Purchase Price

The purchase price for the Property shall be One Million Three Hundred Thousand Dollars ($1,300,000.00) (the “Purchase Price”) payable as follows:

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The Promissory Note shall be a non-recourse, purchase money note in the form of Exhibit B, attached hereto and incorporated herein by this reference. The Promissory Note shall be secured by a purchase money first Deed of Trust on the Property, which deed of trust shall be in the form of Exhibit C, attached hereto and incorporated herein by this reference.

3. Conditions of Closing

A. Preliminary Title Report. Within ten (10) days of the Effective Date, Owner shall provide Bolsa, at Owner's expense, a standard form coverage preliminary title report for the Property, together with legible copies of all documents shown as exceptions in the report, and a title commitment for a standard form owner’s title insurance policy. Within ten (10) days after receipt of all such documents, Bolsa shall provide written notice to Owner specifying any encumbrances or exceptions in the report which are not acceptable to Bolsa. If amendments to the preliminary title report are issued, Bolsa will have ten (10) days after receipt of any such amendment to review and notify Owner of any objections to such amendment, including any survey exception added to the title commitment. All encumbrances and exceptions not

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specifically rejected to by Bolsa pursuant to the provisions hereof shall constitute "Permitted Encumbrances."

Within ten (10) days of Bolsa’s notice, Owner shall provide Bolsa with notice specifying whether Owner elects to attempt to cure the matter or matters to which an objection has been raised. If Owner elects not to cure any such matters, then Bolsa shall have ten (10) days following Owner's notice to either: (i) waive the matter or matters to which objection has been raised; or (ii) to terminate this Agreement. If this Agreement is terminated by Bolsa pursuant to the provisions hereof, then Escrow Agent shall, without further instructions from either party, deliver to Bolsa the Earnest Money and thereafter Bolsa shall have no further liabilities or obligations pursuant to the provisions of this Agreement.

B. Delivery of Documents. Within ten (10) days of the Effective Date, Owner shall deliver to Bolsa copies of all documents, agreements and studies relating to the Property which are in the possession of Owner or are reasonably available to Owner, including, but not limited to: title documents including deeds, abstracts of title and agreements and contracts affecting the Property including lease and occupancy agreements; documents concerning the nature, quality, quantity, scope or ownership of ores, minerals, mines and wells or water rights on or appurtenant to the Property; documents pertaining to the zoning of the Property; all existing surveys, soil reports, production records, engineering studies, environmental audits or reports or any similar type of information pertaining to the Property; and all environmental data, information and reports relating to the Property.

C. Inspection Period. Bolsa shall have a period of forty five (45) days following the Effective Date (the "Inspection Period") to inspect the Property and to conduct such studies and investigations regarding feasibility, utilities, access, zoning, governmental approvals, environmental and other hazards, including hazardous waste, the condition of the improvements and any other matters which it wishes to study or investigate. Bolsa shall have the right to enter on the Property at any time during such period for the purpose of inspecting and studying the Property and for any other purposes related to its investigation of the Property. All such inspections and investigations shall be at the sole expense of Bolsa. Bolsa shall repair any damage caused by its investigations and inspections and shall indemnify and hold Owner harmless from and against any and all losses, damages, costs or expenses incurred by Owner as a direct result of such investigations, studies or inspections. Owner agrees to cooperate with Bolsa during the Inspection Period and to furnish Bolsa such documents, instruments and other information concerning the Property as Bolsa may, from time to time, reasonably request.

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At any time during the Inspection Period, Bolsa may elect to terminate this Agreement if Bolsa determines for any reason, in its sole and absolute discretion, that it does not desire to purchase the Property. In such event, Bolsa shall provide written notice thereof to Owner. Escrow Agent shall, without further instructions from either party, deliver to Bolsa the Earnest Money and thereafter Bolsa shall have no further liabilities or obligations pursuant to the provisions of this Agreement.

D. Survey Period. Promptly following the execution of this Agreement by all parties, Owner and Bolsa shall select a mutually acceptable, registered Arizona land surveyor to provide a boundary survey of the Property with monumented corners, together with a survey plat depicting the boundary of the Property and all corners thereof. The survey shall be delivered to Owner and Bolsa within sixty (60) days following the Effective Date (the “Survey Period”). If the survey can not be completed during the Survey Period, the Survey Period shall be extended until ten (10) days following the delivery of the final survey to Owner and Bolsa. Owner and Bolsa shall each pay one-half (1/2) of the cost of the survey, which shall be paid out of escrow at the closing.

At any time during the ten (10) day period following the delivery of the survey to Owner and Bolsa, Bolsa may elect to terminate this Agreement if Bolsa determines, in its sole discretion reasonably exercised, that the survey reveals adverse information with respect to the Property or the location of any material portion thereof. In such event, Bolsa shall provide written notice thereof to Owner and Escrow Agent and Escrow Agent shall, without further instructions from either party, deliver to Bolsa the Earnest Money and thereafter Bolsa shall have no further liabilities or obligations pursuant to the provisions of this Agreement; provided, however, that Owner and Bolsa shall each be responsible for the payment of one-half (1/2) of the cost of the survey.

4. Escrow Agent; Delivery; Closing

A. Escrow Agent. Owner and Bolsa hereby designate Pioneer Title Agency, Benson, Arizona to serve as escrow agent (herein "Escrow Agent"), subject to the terms and conditions of this Agreement. This Agreement shall constitute escrow instructions to the Escrow Agent. Bolsa and Owner shall execute such additional reasonable escrow instructions as shall be consistent with this Agreement and reasonably required by Escrow Agent. In the event of any conflict between such escrow instructions and this Agreement, the terms and conditions of this Agreement shall control. The fees and costs of the Escrow Agent shall be paid equally by Owner and Bolsa.

B. Delivery by Owner. Prior to the closing, Owner shall deliver to Escrow Agent a fully executed and acknowledged Warranty Deed, in the form of Exhibit D attached hereto and incorporated herein by this reference, conveying to Bolsa all right, title and interest in and to the Property free and clear of all liens, claims and encumbrances of any type whatsoever, except Permitted Encumbrances. Owner shall cause to be

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delivered to Bolsa, through Escrow Agent, a standard form owner’s policy of title insurance insuring title to the Property in favor of Bolsa in the amount of the Purchase Price, subject only to Permitted Encumbrances. The cost of the title policy shall be paid by Owner. Owner shall execute such other documents and perform such additional acts as Bolsa or Escrow Agent may reasonably require to effect the transfer of the Property to Bolsa, including any documents or forms required to transfer water rights, if any.

C. Delivery by Bolsa. Bolsa shall pay to Escrow Agent the Initial Payment and shall deliver to Escrow Agent the executed Promissory Note, in the form of Exhibit B hereto, and the fully executed and acknowledged Deed of Trust, in the form of Exhibit C hereto. Bolsa shall execute such other documents and perform such additional acts as Owner and Escrow Agent may reasonably require to complete the sale of the Property.

D. Closing. Closing shall take place within ninety (90) days from the Effective Date, provided, however, that if the Survey Period is extended pursuant to the provisions of Section 3 (D) hereof, the Closing shall be extended to a date which is not less than fifteen (15) days following the end of the Survey Period. Upon receipt of all funds and documents required to complete the transaction, Escrow Agent shall cause the Warranty Deed and Deed of Trust to be recorded in Cochise County, Arizona and shall deliver to Owner the Promissory Note and all funds due it. Ad valorem taxes shall be prorated between the parties. Owner shall bear the cost of all transfer and other taxes assessed on the conveyance and the Purchase Price. All fees and expenses of the escrow and closing not specifically the responsibility of a party pursuant to the terms and conditions of this Agreement shall be paid from escrow and allocated between the parties as is customary for transactions of this type in Cochise County, Arizona.

5. Owner Warranties

Owner represents and warrants to Bolsa as follows: that Owner is the sole owner of and has the exclusive possession of the Property free and clear of all claims, liens, encumbrances, royalties, options, agreements or rights of third-parties whatsoever, except as specifically set forth in Exhibit A hereto; that all necessary taxes and assessments have been timely made in accordance with all applicable local, state and federal laws; that Owner is in actual possession of the Property and knows of no claim to or possession of the Property adverse to Owner; and that Owner has the full right, power and capacity to enter into this Agreement on the terms and conditions herein contained. Owner covenants that the status of the Property, as represented above, shall not be affected adversely because of any act or omission on the part of Owner during the term of this Agreement. Owner hereby further represents and warrants to Bolsa, its successors and assigns: that the consummation of this Agreement will not result in or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of any contract, commitment or arrangement to which Owner is a party or by which Owner is bound; that Owner shall not create, permit or

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suffer any liens or encumbrances, reservations, restrictions or easements on the Property; that to the best of Owner's knowledge, there are no environmental or physical conditions on the Property which are, or would be, a violation of any applicable federal, state or local law, regulation or ordinance and that Owner has not received any notice of any investigation of any such condition or violation; that Owner has good right and lawful authority to convey the Property; and that Owner shall defend the title to the Property against the lawful claims of all persons whomsoever.

Bolsa represents and warrants to Owner as follows: Bolsa has full power and authority to enter into and perform this Agreement in accordance with the terms and conditions hereof; and the individual executing this Agreement on behalf of Bolsa is authorized to do so, and, upon execution, this Agreement shall be binding and enforceable upon Bolsa.

7. Lesser Interest Provision

If Owner's title to the Property (or any portion thereof) is less than the entire undivided interest in and to the Property or is subject to a superior adverse interest, Bolsa shall have the right to elect to accept such title as Owner has by giving notice of such election to Owner. Since the Purchase Price is predicated upon Owner owning the entire undivided interest in the Property free and clear of any superior adverse interests, if Owner owns less than the entire interest, or such interest is subject to a superior adverse interest, then the Purchase Price shall be reduced proportionately. Properties represented as being fractional interests in Exhibit A hereto shall not be deemed or regarded as insufficient by virtue of being fractional or partial interests, unless the actual interest owned is less than the fractional interest represented in Exhibit A.

8. Real Estate Commissions

Bolsa and Owner each represent to the other that no real estate brokers or other parties have been involved in connection with this transaction that are entitled to a commission or other compensation as a result of this Agreement other than Cochise County Realty, Sunsites, Arizona who was retained by Owner and whose commission shall be paid solely by Owner. Bolsa and Owner do each hereby agree to indemnify and hold the other harmless from and against any costs, expenses or liability for compensation, commissions or charges which may be claimed by any broker, finder or other similar party, by reason of any dealings or actions of the other party.

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9. Default

In the event Owner or Bolsa considers that the other party has not complied with any material obligation hereunder, either express or implied, such party shall give notice to the other setting forth with specificity in what respect it is claimed that there is a material default under this Agreement. The giving of such notice and the passage of fifteen (15) days after its effective date without the receiving party commencing action reasonably designed to cure the alleged default and thereafter diligently pursue the same to completion, shall give rise to an "Event of Default."

In the case of an Event of Default on the part of Owner, Bolsa's exclusive remedies for such failure shall be to: (i) terminate this Agreement and receive a refund of the Earnest Money; (ii) waive the default and proceed with closing; or (iii) institute an action for specific performance. Owner hereby acknowledges tha