Sale and Purchase Agreement and Joint Escrow Instructions

Re:  Vacant Land, 413.22 acres, APN: 0517-251-05 San Bernardino County, CA  USA

Bruce D. Strachan and Elizabeth K. Strachan hereby agree to sell the above noted property to John Power or assignee on the following terms and conditions:

1.

Sales price of $8,000,000 or the spot price of 500,000 troy ounces* of silver, whichever is greater, payable as follows:

A.

Buyer shall deposit $10,000 in escrow on or before December 15, 2009.

B.

Buyer shall deposit an additional $90,000 into escrow on or before March 15, 2010.  Said deposit shall be deposited into escrow by bank wire from buyer and shall be released immediately to the sellers by escrow agent.  Buyer hereby authorizes and directs escrow agent to disburse said funds to seller.  Said $90,000 deposit is non-refundable, however, it shall be applied to the purchase price.

C.

Buyer shall deposit an additional $100,000 into escrow on or before July 15, 2011.  Said deposit shall be deposited into escrow by bank wire from buyer and shall be released immediately to the sellers by escrow agent.  Buyer hereby authorizes and directs escrow agent to disburse said funds to seller.  Said $100,000 deposit is non-refundable, however, it shall be applied to the purchase price.

D.

Buyer shall deposit an additional $1,800,000 plus closing costs by bank wire from buyer at close of escrow on or before July 15, 2012.

E.

Buyer shall execute and seller shall carry back a note secured by a first trust deed on subject property for the balance of the purchase price.  15 year amortization, 6% interest, annual payments, first payment due 12 months after close of escrow.  6% late charge if any installment payment is 15 days past due.

Recap:

December 15, 2009

$   10,000

March 15, 2010

$   90,000

July 15, 2011

$  100,000

July 15, 2012

$1,800,000 (plus closing costs)

Total Down Payment

$2,000,000 (plus closing costs)

Balance of purchase price:

Note and Trust Deed

Seller’s Initials /s/ BDS   EKS

Buyer’s Initials   /s/ JCP   Page 1 of 4

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F.

*The spot price of silver shall be defined as the average of the daily London fixing, as published by the Wall Street Journal, during the calendar month preceding the close of escrow.

2.

Buyer shall have until March 15, 2010 as a period of due diligence.  During this time the geologists, permitting consultants, legal consultants, etc employed by the buyer shall be given access to the property to perform all necessary tests in accordance with fatal flaw analysis, permitting research and deposit verification.  During this due diligence period, the removal of any material not directly related to the aforementioned testing (fatal flaw analysis, permitting research and deposit verification) will not be permitted.  Any costs associated with the geologist’s work, permitting research, deposit verification, fatal flaw analysis, actual permitting of this property, legal consultations or any activity associated therein shall solely be the responsibility of the buyer and will not be assumed by, nor paid by, the sellers.  Buyer hereby agrees to indemnify and to hold harmless the sellers in the event of any injuries to the buyers, their agents, employees, contractors, subcontractors, etc which may occur on the subject property.  During this time the buyer may withdraw from escrow without penalty and the earnest money deposit shall be refunded minus any already incurred transaction fees or cancellation fees.  Buyer shall be solely responsible for any and all fees associated with the cancellation of escrow due to withdrawal.

3.

As consideration for entering into this agreement buyer shall provide the seller with legible copies of all documents which buyer obtains or procedures regarding this property during the escrow period (ie:  assay reports, geological reports, mining engineer reports, environmental reports, drill logs, maps, governmental reports, feasibility reports, historical reports, permit applications, permits, etc).  Copies of said documents shall be mailed by buyer to seller within 30 days of receipt or production of said documents.  Said documents shall be provided to seller at no charge to seller.

4.

All transaction costs shall be paid by buyer, including, but not limited to escrow fee, policy of title insurance, recording fees, Fedex charges, document preparation fees, natural hazard report, county documentary transfer tax, etc.

5.

Buyer shall retain the right to amend, and or change, vesting during escrow.

6.

Buyer hereby acknowledges that it may be the intent of the seller to effect a 1031 Tax Deferred Exchange, which shall not delay the closing or cause any additional expense to the buyer.  The seller’s rights under this agreement may be assigned to a qualified intermediary, for the purpose of completing such an exchange.  Buyer agrees to cooperate with the seller and a qualified intermediary to complete the exchange.

Seller’s Initials /s/ BDS   EKS

Buyer’s Initials   /s/ JCP   Page 2 of 4

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7.

Proration of taxes shall be on the basis of the current taxes at close of escrow and no adjustments shall be made for any supplemental taxes due to reappraisal caused by the sale of this property.  Said supplemental taxes shall be the sole responsibility of the buyer.

8.

Buyer has been made aware of the following:

A.

One of the sellers, Bruce D. Stachan, is a retired, yet still licensed California Real Estate Broker.

B.

There exists a graduated scale royalty interest on any production from this property (3% - 7% depending upon the price of silver) at the time of production retained by Exxon-Mobil Corp.

9.

Escrow shall be cancelled automatically if any payment is not paid on or before the due date as listed in this document.

10.

Buyer and seller shall each execute separate escrow cancellation instructions for each payment due date.  Said cancellation instructions shall be used by escrow agent in the event that the buyer shall fail to make any of the payments which are enumerated in this proposal.

11.

Said cancellation instructions shall not be revoked unless said revocation is approved in writing by both buyer and seller.

12.

Any funds remaining in escrow shall be released to seller by escrow agent in the event of non-payment of the payment due on July 15, 2011 or July 15, 2012.

13.

Preliminary title report and title policy shall be issued by Chicago Title Company.

14.

Escrow agent shall be Chicago Title Company, Escrow Dept. 560 East Hospitality Dr. San Bernardino, CA  92408.  Phone (909) 390-3465.  Fax (909) 937-0905.

15.

This agreement shall be null and void and shall be automatically cancelled if escrow is not opened on or before December 15, 2009 with a deposit of $10,000.

We agree to sell APN: 0517-251-05 on the terms and conditions stated in this document.

/s/ Bruce D. Strachan

Dec 4, 2009

Bruce D. Strachan

Date

As Trustee of the Bruce and Elizabeth

Strachan Revocable Living Trust

Dated 7-25-09

Seller’s Initials /s/ BDS   EKS

Buyer’s Initials   /s/ JCP   Page 3 of 4

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/s/ Elizabeth K. Strachan

Dec 4, 2009

Elizabeth K. Strachan

Date

As Trustee of the Bruce and Elizabeth

Strachan Revocable Living Trust

Dated 7-25-09

[address and phone number for Strachan intentionally omitted]

I agree to purchase APN:  0517-251-05 on the terms and conditions stated in this document.

/s/ John Power

12-7-09

John Power

Date

[address and phone number for Power intentionally omitted]

Seller’s Initials /s/ BDS   EKS

Buyer’s Initials   /s/ JCP   Page 4 of 4

ASSIGNMENT OF SALE AND PURCHASE

AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS ASSIGNMENT is entered into effective this 5th day of January, 2010 by and between JOHN POWER ("Assignor") and ATHENA MINERALS, INC., a Delaware corporation ("Assignee").

WITNESSETH

WHEREAS , Assignor is the Buyer under that certain Sale and Purchase Agreement and Joint Escrow Instruction dated effective December 4, 2009 (“Agreement”) by and between Bruce D. Strachan and Elizabeth K. Strachan, as Sellers, covering certain vacant land identified as APN: 0517-251-05, San Bernardino County, CA; and,

WHEREAS , Assignor desires to assign all of his right, title and interest in and to the Agreement to Assignee.

NOW THEREFORE , in consideration of the payment to Assignor by Assignee of the sum of $10,000 in the form of Assignee’s promissory note,  the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.

Assignment .  Effective January 5, 2010 (the "Assignment Date"), Assignor hereby assigns, transfers and conveys to Assignee any and all of Assignor's right, title and interest in and to the Agreement.  Assignor represents and warrants that (i) Assignor has the right, power and authority to execute this Assignment; (ii) that the Agreement is the good, valid and binding agreement of the parties thereto and their assignees and is in full force and effect in accordance with its terms which have not been amended or modified; and (iii) that no act or omission on the part of Assignor has occurred which would constitute a default under the Agreement.  Assignor disclaims any further interest in the Agreement.

2.

Acceptance and Indemnification .  Assignee hereby accepts the foregoing assignment and transfer and promises to observe and perform all obligations required of Assignor under the Agreement accruing on or after the Assignment Date or otherwise attributable to the period commencing on said date and continuing thereafter for so long as the Agreement remains in full force and effect.  

3.

Binding Effect .  This Agreement shall be binding upon the parties hereto, their successors and assigns.

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IN WITNESS WHEREOF , the parties have executed this Assignment as of the date first above written.

ASSIGNOR:

/s/ John Power

John Power

ASSIGNEE:

ATHENA MINERALS INC.

By:

/s/ John Power

John Power, its President

2

PROMISSORY NOTE

$10,000

January 5, 2010

FOR VALUE RECEIVED,  ATHENA MINERALS, INC., a Delaware corporation ("Athena") promises to pay to the order of JOHN C. POWER , individually ("Holder") at P O Box 114, The Sea Ranch, CA  95497 or at such other place as Holder may from time to time designate in writing, the principal sum of Ten Thousand and no/100 Dollars ($10,000) in lawful money of the United States of America, together with interest on so much thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided.

1.

Interest Rate .  The unpaid principal balance of this Note shall bear interest commencing on the date of this Note at the rate of two percent (2%) per annum.

2.

Payment/Maturity Date .  The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable in full upon thirty (30) days’ written notice.

3.

Default Interest and Attorney Fees .  Upon declaration of a default hereunder, the balance of the principal remaining unpaid, interest accrued thereon, and all other costs, and fees shall bear interest at the rate of twenty percent (20%) per annum from the date or default, or the date of advance, as applicable.  In the event of default, the Maker and all other parties liable hereon agree to pay all costs of collection, including reasonable attorneys' fees.

4.

Interest Calculation .  Daily interest shall be calculated on a 365-day year and the actual number of days in each month.

5.

Prepayment .  Maker may prepay the unpaid principal balance of this Note in whole or in part at any time or from time to time without penalty, together with interest accrued thereon to the date of such prepayment.  

6.

Costs of Collection .  Maker agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of Holder's rights hereunder or under any instrument securing payment of this Note, Maker shall pay to Holder its reasonable attorneys' fees and all court costs and other expenses incurred in connection therewith, regardless of whether a lawsuit is ever commenced or whether, if commenced, the same proceeds to judgment or not.  Such costs and expenses shall include, without limitation, all costs, reasonable attorneys' fees, and expenses incurred by Holder in connection with any insolvency, bankruptcy, reorganization, foreclosure, deed in lieu of foreclosure or similar proceedings involving Maker or any endorser, surety, guarantor, or other person liable for this Note which in any way affect the exercise by Holder of its rights and remedies under this Note, or any other document or instrument securing, evidencing, or relating to the indebtedness evidenced by this Note.

7.

Default .  At the option of Holder, the unpaid principal balance of this Note and all accrued interest thereon shall become immediately due, payable, and collectible, without notice or

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demand, upon the occurrence at any time of any of the following events, each of which shall be deemed to be an event of default hereunder:

a.

Maker's failure to make any payment of principal, interest, or other charges on or before the date on which such payment becomes due and payable under this Note.

b.

Maker's breach or violation of any agreement or covenant contained in this Note, or in any other document or instrument securing, evidencing, or relating to the indebtedness evidenced by this Note.

c.

The failure of Maker to generally pay its debts as they become due or if Maker shall file in any court pursuant to any statute, either of the United States or of any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of Maker' property, or if Maker make any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or if a petition in bankruptcy is filed against Maker which is not discharged within sixty (60) days thereafter.

d.

Dissolution, liquidation or termination of Maker.

8.

Application of Payments .  Any payment made against the indebtedness evidenced by this Note shall be applied against the following items in the following order:  (1) costs of collection, including reasonable attorney's fees incurred or paid and all costs, expenses, default interest, late charges and other expenses incurred by Holder and reimbursable to Holder pursuant to this Note (as described herein); (2) default interest accrued to the date of said payment; (3) ordinary interest accrued to the date of said payment; and (4) finally, outstanding principal.

9.

Assignment of Note .  This Note may be assigned by Maker to any entity that acquires Maker or substantially all of Maker's assets.

10.

Non-Waiver .  No delay or omission on the part of Holder in exercising any rights or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy under this Note.  A waiver on any one or more occasion shall not be construed as a bar to or waiver of any such right and/or remedy on any future occasion.

11.

Maximum Interest .  In no event whatsoever shall the amount paid, or agreed to be paid, to Holder for the use, forbearance, or retention of the money to be loaned hereunder ("Interest") exceed the maximum amount permissible under applicable law.  If the performance or fulfillment of any provision hereof, or any agreement between Maker and Holder shall result in Interest exceeding the limit for Interest prescribed by law, then the amount of such Interest shall be reduced to such limit.  If, from any circumstance whatsoever, Holder should receive as Interest an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be applied to the reduction of the principal balance owing hereunder (or, at the option of Holder, be paid over to Maker) and not to the payment of Interest.

12.

Purpose of Loan .  Maker certifies that the loan evidenced by this Note is obtained for business or commercial purposes and that the proceeds thereof will not be used primarily for personal, family, household, or agricultural purposes.

13.

Waiver of Presentment .  Maker and the endorsers, sureties, guarantors and all persons who may become liable for all or any part of this obligation shall be jointly and severally liable for such obligation and hereby jointly and severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof.  Said parties consent to any modification or extension of time (whether one or more) of payment hereof, the release of all or any part of the security for the payment hereof, and the release of any party liable for payment of this obligation.  Any modification, extension, or release may be without notice to any such party and shall not discharge said party's liability hereunder.

14.

Governing Law .  As an additional consideration for the extension of credit, Maker and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the loan evidenced by this Note is made in the State of Holder's residence or domicile and the provisions hereof will be construed in accordance with the laws of such state, and such parties further agree that in the event of default this Note may be enforced in any court of competent jurisdiction in said state, and they do hereby submit to the jurisdiction of such court regardless of their residence or where this Note or any endorsement hereof may be executed.

15.

Binding Effect .  The term "Maker" as used herein shall include the original Maker of this Note and any party who may subsequently become liable for the payment hereof as an assumer with the consent of the Holder, provided that Holder may, at its option, consider the original Maker of this Note alone as Maker unless Holder has consented in writing to the substitution of another party as Maker.  The term "Holder" as used herein shall mean Holder or, if this Note is transferred, the then Holder of this Note.

16.

Relationship of Parties .  Nothing herein contained shall create or be deemed or construed to create a joint venture or partnership between Maker and Holder, Holder is acting hereunder as a lender only.

17.

Liability of Maker .  Maker's liability under this Note shall be joint and several; and Holder shall have no duty or obligation to exhaust any remedies at law or in equity against one Maker as a condition to asserting Holder's remedies against the other Maker, or both Maker concurrently.

18.

Severability .  Invalidation of any of the provisions of this Note or of any paragraph, sentence, clause, phrase, or word herein, or the application thereof in any given circumstance, shall not affect the validity of the remainder of this Note.

19.

Amendment .  This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

20.

Time of the Essence .  Time is of the essence for the performance of each and every obligation of Maker hereunder.

IN WITNESS WHEREOF , the undersigned has executed this Note this 5th day of January, 2010.

ATHENA MINERALS, INC., a Delaware corporation

By:  

/s/ John C. Power

John C. Power, its President