ASSIGNMENT OF RIGHT TO PURCHASE PROPERTY

THIS ASSIGNMENT OF RIGHT TO PURCHASE PROPERTY AGREEMENT (“Agreement”) is made and entered effective the 22 ^nd day of May 2012, by and between JOHN C. POWER, individually (“Assignor”), and ATHENA MINERALS, INC., a Delaware Corporation (“Assignee”).

RECITALS

WHEREAS, Assignor, by becoming a Member of the Bid4Assets website (www.bid4as sets.com) accepted and agreed to be bound by  the terms of service, operating rules, Privacy Policy and/or other policies of Bid4Assets, published by Bid4Assets on their website, giving Assignor the opportunity and right to make irrevocable offers to purchase, among other things, tax-defaulted properties; and

 

WHEREAS, on May 12, 2012, Assignor deposited $5,035.00 in personal funds with Bid4Assets; and

WHEREAS, on May 17, 2012, Assignor was notified that Assignor placed the winning bid giving Assignor the Right to Purchase Property consisting of all of Section 13 located in Township 7 North, Range 4 East in San Bernardino County comprised of 661.37 acres of land, assessor parcel number ATN 0527-061-18-0000 for $135,649.05; and

WHEREAS, on May 18, 2012, Bid4Assets transferred Assignor’s deposit in the amount of $5,000.00 to San Bernardino County as a down payment for the property and charged Assignor a $35.00 processing fee; and

 

WHEREAS, Assignor desires to assign all of his right, title and interest in the Right to Purchase Property to Assignee and Assignee desires to assume Assignor’s obligations under the Right to Purchase Property.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.   Assignment .  Effective as of the date hereof Assignor hereby assigns to Assignee all of its right, title and interest in and to the Right to Purchase Property, subject to all of the terms, covenants, conditions and provisions of the Right to Purchase Property.  

2.   Assumption .  From and after the date hereof, Assignee hereby assumes, covenants and agrees to keep and perform each and every obligation of Assignor under the Right to Purchase Property.  Assignee agrees to be bound by each and every provision of the Right to Purchase Property as if it had executed the same.

---

3.   Assignor’s Representations and Warranties .  Assignor represents and warrants to Assignee that:

(a)

the Right to Purchase Property is in full force and effect, unmodified except as provided in this Agreement;

(b)

Assignor’s interest in the Right to Purchase Property is free and clear of any liens, encumbrances or adverse interests of third parties;

(c)

Assignor possesses the requisite legal authority to assign his interest in the Right to Purchase Property as provided herein.

4.   Entire Agreement .  This Agreement embodies the entire understanding of the parties hereto and there are no other agreements or understandings written or oral in effect between the parties relating to the subject matter hereof unless expressly referred to by reference herein.  This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or their duly authorized agents.

5.   Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto submits to the non-exclusive jurisdiction of the courts of the State of Colorado in connection with any disputes arising out of this Agreement.

6.   Successors and Assigns .  This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of the heirs, administrators, successors and assigns of the parties.

7.   Attorneys’ Fees .  In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees.

8.   Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Facsimile signatures shall be deemed the same as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

ASSIGNOR:

ASSIGNEE:

ATHENA MINERALS, INC.

/s/ John C. Power

By:

/ s/ John C. Power

John C. Power, individually

John C. Power, its President

2

PROMISSORY NOTE

$135,000

May 22, 2012

FOR VALUE RECEIVED, Athena Silver Corporation, a Delaware corporation and its successors and assigns (the "Maker"), promises to pay to the order of John D. Gibbs ("Holder") at 807 Wooden Creek, Ardmore, OK  73041, or at such other place as Holder may from time to time designate in writing, the principal sum of One Hundred Thirty-Five Thousand and no/100 Dollars ($135,000) in lawful money of the United States of America, together with interest on so much of such amount  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 one percent (1%) per annum until paid.

2.

Payment/Maturity Date .  The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable upon demand.

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 twelve percent (12%) 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.

Financing Fee .  Intentionally omitted.

5.

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

6.

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.  

7.

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.

---

8.

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 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 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.

9.

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.

10.

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

11.

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.

12.

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.

---

13.

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.

14.

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.

15.

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.

16.

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.

17.

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.

18.

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.

19.

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.

20.

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

21.

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

-3-

---

IN WITNESS WHEREOF , the undersigned has executed this Note effective the 22 ^nd day of May, 2012.

Athena Silver Corporation

a Delaware corporation

By:   __ /s/ John C. Power

John C. Power, its President

-4-