Exhibit 10.1

“VERSION EN INGLES”

MINING and PRODUCTION SERVICES AGREEMENT

THIS AGREEMENT is made and entered on this the 15 ^th day of APRIL, 2005.

AMONG:

DYNARESOURCE DE MEXICO, S.A. DE C.V. herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “Company”),

OF THE FIRST PART,

AND

MINERAS DE DYNARESOURCE, S.A. DE C.V., herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “Mining and Production Services Contractor” / “Contractor”);

OF THE SECOND PART.

WHEREAS:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual warranties and representations herein contained, the parties agree as follows:

PART 1.           ENGAGING OF CONRACTOR.

1.1.            The Company hereby engages the Contractor to render the Services set out in schedule A hereto (the “Mining and Production Services” / “Services”). The Contractor hereby agrees to perform the Services for the Company in a professional, competent and efficient manner and in accordance with the terms and conditions set out in Schedule A hereto and as required from time to time by the Company.

1.2.            In consideration for the provision of the Services, the Company shall pay to the Contractor the Compensation set out in schedule B hereto (the “Compensation”).

1.3.            Subject to the provisions of Part 10 hereof, this Agreement shall be in force for a period of ONE (1) YEAR commencing on MAY 1, 2005 (the “Term of the Agreement”), and may be renewed by the parties for like terms, or as agreed or amended by the parties.

1.4.            The Contractor shall furnish all labour, supervision, materials, supplies, services, and incidentals necessary (except where specifically to be provided by the Company) to carry out the Services hereunder.

1.5.            The Company shall furnish the Mining Assets, as provided in Part 2 hereto. 

1.6.            Contractor’s responsibilities shall include, but not be limited to: 

1.7.      All personnel engaged by the Contractor shall have sufficient skill and experience to properly perform the tasks assigned to them. Personnel engaged in special tasks or skilled tasks will have appropriate qualifications, permits or licenses, experience with such tasks and the operation of equipment required to perform all such tasks properly and satisfactorily to completion. The Contractor shall promptly terminate or cause to be terminated any person employed by the Contractor or by any subcontractor who does not perform its tasks in a proper and skilled manner, or who is intemperate or disorderly. Additionally, any such person shall, at written request of the Company, be removed forthwith by the Contractor or Subcontractor employing such person and will not be employed again in any portion of the Services, without the prior written approval of the Company. Should the Contractor fail to furnish suitable and sufficient personnel for proper execution of the Services, or fail to remove such person or persons as required above, the Company may suspend the Services by written notice until such orders are complied with.

1.8.      Subject to the provisions of Clause 8.1 the Company, without invalidating this Agreement, may make changes by altering, adding to, or deducting from the responsibilities set out as Services, the contract sum being adjusted accordingly. All such revised, added or deducted responsibilities shall be executed under the conditions of the Agreement except that any claim for extension or reduction of time caused thereby shall be adjusted at the time of ordering such change. No change shall be made unless authorized in writing by the Company. The Contractor shall not claim for loss of profits or anticipated profits or damages at any time due to any decision to reduce or delete any part of the Services, provided that the Contractor will be compensated for any materials brought to the Site and the Services partially completed prior to the order requesting the deletion or reduction.

The value of any change shall be determined by the parties upon mutual agreement negotiated in good faith.

1.9.      Except as may be otherwise expressly set out herein, the Contractor shall clean up the work performed as part of the Services as it progresses and ensure that the premises are at all times kept free from the accumulation of waste material and rubbish resulting from the Contractor’s Activities, removing debris from the Site from day to day, and when the Services are finished shall similarly remove all tools, equipment, machinery, fuel drums and hazardous substances, and machinery which are his property or the property of any Subcontractor and all rubbish and waste materials, and shall leave the Site in a clean and safe condition, free and clear of all obstructions and hindrances. Should the Contractor refuse or neglect to comply with the provisions of this paragraph, the Company shall have the right to do the cleaning and charge the Contractor with the costs thereof.

PART 2.           MINING ASSETS.

2.1.      For the strict provision of the Services by the Contractor and/or its Subcontractors, employees or independent contractors (the “Related Persons”) as provided hereunder, the Company shall furnish all of the equipment, machinery, rights and facilities set out in the inventory of assets attached as schedule C hereto and incorporated herein for reference (the “Mining Assets”).

2.2.      It is acknowledged and agreed by the Contractor, in its behalf and on behalf of the Related Persons that the Mining Assets:

2.3.     The Contractor shall, during the Term of the Agreement and until such time as the Company accepts full delivery of the Mining Assets, be fully responsible and liable to the Company for the proper up keeping, maintenance and safeguarding of the Mining Assets; the Contractor shall directly or indirectly conduct in a timely and workmanlike manner, all repairs and period maintenance work as required to maintain the Mining Assets in optimal operating condition. The Contractor shall endeavour to provide competent, licensed and accredited personnel to operate the mining machinery and equipment comprised in the Mining Assets.

2.4.      The Contractor agrees to indemnify and hold harmless the Company and its directors, officers, employees, agents, representatives and related corporations (the “Indemnified Persons”) from and against any claims, demands, judgments, liabilities, expenses, damages, fines, charges, costs (including legal costs) and losses of every and any kind whatsoever, whether direct or indirect and whether to person or property (including the Services contemplated herein) or otherwise, which at any time or from time to time are directly or indirectly incurred or suffered by any of the Indemnified Parties in connection with, as a result of or arising out of the operation, administration or maintenance of the Mining Assets by the Contractor or any of the Related Persons.

2.5.      The Contractor agrees to maintain the Mining Assets free and clear of all charges, encumbrance or limitation of ownership rights of any kind whatsoever that may result or arise out of any claims, demands or judgments filed by or issued to the benefit of the Contractor, the Related Persons or any third party.

PART 3.           RELATIONSHIP.

3.1.      The parties hereto acknowledge and agree that this Agreement:

3.2.      The parties hereby acknowledge and agree that there is no labour relationship between or among themselves or between or among the employees or contractors of one of the parties in respect to the other party; therefore, the parties expressly agree that each party shall individually bear all obligations or responsibilities imposed to each of them under applicable labour and tax legislation, or imposed to each party in respect to such party’s employees or contractors. Further, the parties agree to indemnify and hold each other harmless from, against and in respect to, any suit, demand or complaint claimed or filed before any labour, administrative or judicial authority by one of the party’s employees or contractors against the other party.

3.3.      The parties acknowledge that the Contractor will be required to retain or engage the services of personnel in order to assist it in the performance of the Services; such persons to be engaged by the Contractor as its employees or independent contractors. The Contractor agrees that it is solely and exclusively responsible for payment of salaries and/or professional fees, income tax, IMSS and INFONAVIT withholdings or payments applicable under the laws of Mexico in respect to any person engaged by the Contractor in the performance of the Services.

PART 4.           INDEMNITY.

4.1. The Contractor hereby assumes, except as may be expressly set out in this Contract, entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to person or property arising out of or connected in any manner with the execution or purported execution of the Services. Without limitation, the Contractor agrees to indemnify and hold harmless the Company and its directors, officers, employees, agents, representatives and related corporations (collectively the “Indemnified Parties”) from and against any claims, demands, judgments, liabilities, expenses, damages, fines, charges, costs (including legal costs) and losses (collectively “Losses”) of every and any kind whatsoever, whether direct or indirect and whether to person or property (including the Services contemplated herein) or otherwise, which at any time or from time to time are directly or indirectly incurred or suffered by any of the Indemnified Parties in connection with, as a result of or arising out of:

4.2.      Environmental Matters. - The Contractor covenants, represents and warrants to the Company that:

No provision of this Clause 4.2. shall limit the generality of any other provision mandated by Law or any other provision of this Agreement.

PART 5.           INSURANCE.

5.1.      The Contractor shall have the following obligations:

$2,000,000 per bodily injury and/or death for each occurrence, and not less than $2,000,000 per occurrence for property damage.

PART 6.           DESIGNATION OF REPRESENTATIVES.

6.1.      Upon signing this Agreement, the Contractor shall designate in writing a competent representative acceptable to Company who, on behalf of the Contractor, will have complete charge of the Services and shall be authorized to make agreements binding the Contractor. The designation of the representative shall be subject to approval in writing by the Company and the Contractor will not change its representative without prior consultation and written permission from Company. Such approval may be withdrawn by Company, in which event the Contractor shall remove the representative from the Site and shall not employ him again on the Site in any capacity, and shall promptly replace him with another representative approved by Company. All expenses associated with such removal or replacement shall be paid by Contractor.

The Contractor designates Koy Wilber Diepholz as its representative and it will advise the Company in writing of the name of each individual appointed to replace the representative of the Contractor designated under this Contract.

The designated representatives are to be available at all reasonable times and the parties will communicate through those representatives. A representative may be changed by subsequent written notice.

PART 7.           INSPECTION OF MINING SERVICES.

7.1.      All Services shall be performed in a professional, competent, and efficient manner. Inspection of all the Services will be carried out by the Company while such Services are in progress. Notwithstanding such inspection, the Contractor will be held responsible for the completion of the Services in accordance with the terms and conditions of the Contract.

The Company and its representatives will, at all times, have access to the Services whenever it is in preparation or progress. The Company will perform said inspection in such manner as not to delay the Services unnecessarily.

PART 8.           FINAL ACCEPTANCE OF THE SERVICES.

8.1.      The Company may retain the final payment, or any Percentage of Bonus Compensation, as described in Schedule B, to the full total or a partial amount thereof as the Company in its sole discretion determines to be reasonable to assure full compliance by Contractor with the Contract.

8.2       Monthly, Periodically, or at any time as the Company may determine, the Company will carry out an inspection of the Services. The Services performed hereunder may be accepted as whole or in separately defined parts. If all of the Services have been completed to the satisfaction of the Company, the Company will provide written notice to the Contractor stating “all Services under the Contract are accepted,” and the notice will be marked “FINAL ACCEPTANCE”. At the Delivery of this “Final Acceptance Notice”, the Company shall complete and make final payment, including any Bonus payment.

8.3      In the event the notice includes only a part of the Services, the notice will contain a list of items that must be completed in order to reach Final Acceptance. In the event that the Contractor disagrees with the items listed, the Contractor may reserve his rights as defined in this document.

The Contractor’s liability after Final Acceptance will be limited to the guarantees, warranties and conditions made a part of the Contract.

PART 9.           CHANGED AND EXTRA MINING SERVICES.

9.1.      The Company may from time to time order changes in the description of the Services set out in Schedule A hereto. If such changes involve extra cost to the Contractor or will adversely affect the Services, the Contractor shall promptly so advise the Company in writing in such detail as the Contractor considers reasonable, including an estimate of the effect of the change on time and performance, prior to beginning the Services but not later than five (5) business days after the change is ordered. If such notice is not given it shall be deemed that no additional compensation or other adjustment in favour of the Contractor is due to the Contractor. If such notice is given or if, in the opinion of the Company, such change involves a reduction in the amount of expense of the Contractor, the Company and the Contractor shall negotiate in good faith with a view to reaching upon an adjustment to the affected terms of the Contract, including the Contract Compensation set out in Schedule B hereto. Changes in the Contract Compensation or Contractor’s obligations agreed to by the Company will only be effective if made by a Contract Change Agreement signed by the Company and the Contractor.

PART 10.           SUBCONTRACTS.

10.1.      The Contractor shall not subcontract to any person (the “Subcontractor”) any part of the Services without prior written approval of the Company, and in each individual instance, the scope of the Mining Services to be subcontracted will be subject to prior approval of the Company, which approval shall not be unreasonably withheld.

10.2.      The Contractor agrees that it is as fully responsible to the Company for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by it.

10.3.      Nothing contained in this Contract shall create any contractual relationship between any Subcontractor and the Company. Each subcontract shall provide that it is subject to termination for the convenience of the Company, in which event the Company’s liability shall be limited to Services done or material supplied prior to cancellation.

PART 11.           SUSPENSION OR TERMINATION FOR CONVENIENCE.

11.1.      The Company reserves the right to suspend or terminate this Contract, or any part thereof, at any time and for any reason it deems fit, including for its convenience. Such suspension or termination will be made in writing and may include the whole or any specified part of the Contract.

11.2.      Upon receipt of any such notice, the Contractor will, unless the notice requires otherwise:

11.3.      As full compensation for suspension, the Contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, to the extent that such costs result from such suspension of the Services:

11.4.      Upon receipt of notice to resume suspended Services, the Contractor will immediately resume the suspended Services to the extent required in the notice. If, as a result of any such suspension of the Services, the cost to the Contractor of subsequently performing the Services is substantially increased or decreased, the Company will make an equitable adjustment in its payment for any remaining portion of the Services. Further, the time of performance of the Contract will be subject to extension as necessitated by the suspension, plus a reasonable additional period for remobilization. The Contract will, accordingly, be amended by a Contract Change Agreement, provided, however, that any claim by the Contractor for an adjustment hereunder must be asserted within thirty (30) calendar days after receipt of written notice to resume the Services.

11.5.      If this Contract, or a specified part thereof, is terminated for the convenience of the Company, the Company shall pay the Contractor for Services performed before the effective date of termination.

PART 12.           TERMINATION FOR CAUSE.

12.1.      If the Contractor shall become bankrupt or insolvent, or if the Company has reasonable grounds to believe that the Contractor is bankrupt or insolvent or unable to pay its debts as they become due, the Company may terminate all or part of the Contractor’s performance and/or further rights hereunder for cause, as the Company may elect.

12.2.      If the Contractor fails to commence the Services within the time specified and prosecute it continuously with sufficient properly skilled personnel and equipment to ensure its completion within the specified time, or fails to perform the Services in the manner required by this Contract, or fails to carry on the Services in an acceptable manner, or defaults in any of the obligations herein, the Company may elect to give notice in writing of such default, specifying the same and the corrective steps to be taken.

12.3.      If the Contractor, within a period of 72 hours after delivery of such notice, shall fail to proceed in accordance therewith, the Company may terminate the Contractor’s right to continue with the Services and may complete it with its own forces, contract with others for its completion, or use such other measures as in the Company’s opinion are necessary for completion, including the use of the equipment, plant, and other property of the Contractor on the Site. In selecting another contractor(s) for the purpose of completing the Services, the Company shall be guided by the same selection criteria as utilized by the Company in the original contract award, and not necessarily by the lowest bid(s).

12.4.      In the event of termination for cause:

12.5.      Upon termination of the Contract for cause it is agreed:

12.6.      In the event of termination for cause, written notice will be given to the Contractor at the address set forth in the Contract Agreement. Subject to the directions set forth in the termination notice, the Contractor shall immediately discontinue Services and the placing of orders for further services, material and equipment and shall, as directed, effect cancellation of all existing orders and subcontracts and thereafter perform only such Services as may be necessary to preserve and protect the Services already in progress.

The termination provision set forth in this Section shall be concurrent with and in addition to, without prejudice to, and not in lieu of, or in substitution for, any other rights or remedies at law which the Company may have for the enforcement of its rights under the Contract and its remedies for any default of the Contractor under the conditions hereof.

PART 13.           GENERAL PROVISIONS.

13.1.      Confidentiality. The parties hereby agree to maintain confidential the terms and conditions set out in this Contract. Further, the Contractor hereby agrees on its behalf and/or on behalf of its employees, Subcontractors, directors, officers and representatives (the “Related Persons”) to maintain confidential and to not disseminate, permit the dissemination or to use for its own benefit or for the benefit of the Related Persons or for commercial purpose, all or any portion of the information that it or the Related Persons may obtain or may have access to during or as a result of the performance of the Services. The obligation entered into by the Contractor hereunder shall be in force for the duration of this Agreement and it shall terminate at the completion of a term of 5 years commencing from the date of termination of this Contract.

13.2.      Materials. The Contractor hereby agrees on its behalf and on behalf of the Related Persons that all materials obtained or prepared during the performance of the Services, and all confidential information obtained or to which it or the Related Persons have an access to, is and shall remain the exclusive property of the Company. The Contractor hereby agrees to return to the Company, at its own expense and within a term of 10 calendar days commencing on the date of termination of this Contract or on the date of receipt of a written request from the Company, all materials or confidential information in its possession or in possession of the Related Persons that have been obtained or prepared during or as a result of the performance of the Services.

13.3.      Governing Law. The parties hereby covenant and agree that this Contract shall be construed by and regulated under the provisions of the Code of Commerce and the Civil Code of the State of Sinaloa, Mexico. The parties hereby agree that the state and federal tribunals with competent jurisdiction for the City of Mazatlan, State of Sinaloa, United Mexican States, shall have the authority to resolve any suit or claim arising out of or resulting from the application of this Contract. The parties hereby relinquish their right to the jurisdiction of any tribunal or court, of any kind or nature, to which they might have or acquire a right or be subject to by virtue of their current or future domiciles.

13.4.       Notices. Any notice or notification given or required to be given between the parties as a result of the application of this Contract, including any notification required or permitted to be given in any judicial proceedings, shall be given in writing and personally delivered to the other party, or delivered by any means that undoubtedly assures its reception or notification, in both cases with an acknowledgement of receipt thereof, and it shall be directed to the latest domiciles expressed by the parties hereunder, which domiciles are, until further notice is given, as follows:

If to Contractor:

MINERAS DE DYNARESOURCE, S.A. DE C.V.

Attention: Mr. KOY WILBER DIEPHOLZ

Ave. Ejercito Mexicano No. 2004, Oficina 204; Col. Insurgentes;

Mazatlan, Sin. MEXICO

669-983-6625 // 669-986-1306

If to Company:

DYNARESOURCE DE MEXICO, S.A. DE C.V.

Attention: Mr. KOY WILBER DIEPHOLZ

Ave. Ejercito Mexicano No. 2004, Oficina 204; Col. Insurgentes;

Mazatlan, Sin. MEXICO

669-983-6625 // 669-986-1306

13.5.      Languages. The parties sign, execute and approve this Contract in the English and Spanish languages. The parties agree that in the event of discrepancy between the two versions, the Spanish version shall prevail. The parties acknowledge to having read and understood (through their respective appointed Spanish interpreters) the legal effects and validity of the Spanish and English versions of this Agreement. The English version is attached as schedule C hereto and made part hereof for all corresponding legal effects.

13.6.      Whole Agreement. This Agreement, Schedules A (“Contractor Services”), B (Compensation) and C (English version) attached hereto and the documents delivered as set forth hereunder, constitute the entire understanding of the parties in respect to the subject matter hereof, and they cancel and supersede any other agreement, contract or letter of intent that they may have executed in respect to the said subject matter.

IN WITTNESS WHEREOF, the parties hereto after having read and understood the legal effects and validity of the premises set forth above, have caused this Agreement to be executed on the date and place first-written.

THE “CONTRACTOR”

MINERAS DE DYNARESOURCE, S.A. DE C.V.

______________________________________

Per: KOY WILBER DIEPHOLZ

Its: President of the Board of Directors

For and On Behalf of the Board of Directors

THE “COMPANY”

DYNARESOURCE DE MEXICO, S.A. DE C.V.

______________________________________

Per: KOY WILBER DIEPHOLZ

Its: President of the Board of Directors

For and on Behalf of the Board of Directors

SCHEDULE A

“CONTRACTOR SERVICES”

SCHEDULE B

“ COMPENSATION”

BASE FOR TONNAGE .

$ 75 / TON; Reported as MATERIAL processed through the Mill. Tonnage reported from the Mine for Ore NOT Processed through the MILL is NOT to be included in this BASE Tonnage Calculation.

While the Mining Contractor’s services include many areas of work that do NOT directly contribute to the Material processed through the Mill; the Base Compensation is Paid ONLY for the Tonnage Processed through the Mill. // This Base amount is calculated so as to include compensation for other areas of service.

BONUS FOR PRODUCTION:

The Company shall pay a Bonus to the Mining Contractor, this at the Completion of a Campaign, periodically, or at the end of the Term as decided by the Company. The bonus is Calculated on a percentage of Sales Received by the Company; so in any event, the bonus Compensation for any period can NOT be calculated until such Sales are received. The bonus Compensation is as follows:

 Exhibit 10.2

Amending Agreement to

”The Mining Services Agreement”

THIS AMENDING AGREEMENT is made and entered in the City of Mazatlan, Sinaloa as of this, the Fifteenth (15 ^th ) Day of September, 2006.

AMONG:

DYNARESOURCE DE MEXICO, S.A. DE C.V. herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “Company”),

OF THE FIRST PART,

AND

MINERAS DE DYNARESOURCE, S. A. DE C.V., herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “Mining and Production Services Contractor” / “Contractor”);

WHEREAS:

CLAUSES

CLAUSE 1

“SCHEDULE B

“ COMPENSATION”

BASE FOR TONNAGE .

$ 75 / TON; Reported as MATERIAL processed through the Mill. Tonnage reported from the Mine for Ore NOT Processed through the MILL is NOT to be included in this BASE Tonnage Calculation.

While the Mining Contractor’s services include many areas of work that do NOT directly contribute to the Material processed through the Mill; the Base Compensation is Paid ONLY for the Tonnage Processed through the Mill. // This Base amount is calculated so as to include compensation for other areas of service.

BONUS FOR PRODUCTION:

The Company shall pay a Bonus to the Mining Contractor, this at the Completion of a Campaign, periodically, or at the end of the Term as decided by the Company. The bonus is Calculated on a percentage of Sales Received by the Company; so in any event, the bonus Compensation for any period can NOT be calculated until such Sales are received. The bonus Compensation is as follows:

CLAUSE 2

“SCHEDULE B

“COMPENSATION”

The Company shall pay to the Contractor, in consideration for the execution of the Mining Services set out in Schedule A hereto, a Management Fee equal to 2.5% of the total amount invoiced by the Contractor to the Company for expenditures incurred in relation to the mining activities carried out in SJG and the execution of the Mining Services.”

2.2.         The amendments to Schedule B of the Mining Services Agreement agreed upon by the parties hereunder shall form integral part of the Mining Services Agreement from the date hereof and they shall be binding upon the parties hereto. The parties hereby fully ratify each and all of the terms and provisions of the Mining Services Agreement, which includes the amendments made hereto.

CLAUSE 3

3.1.          Languages .- The parties sign and approve this Amending Agreement in the English and Spanish languages. The parties agree that in the event of discrepancy between the two versions, the Spanish version shall prevail. The English version is attached as schedule B hereto and made part hereof for all corresponding legal effects.

3.2.          Whole Agreement.- The Mining Services Agreement and attachments, this Amending Agreement and attachments, and the documents delivered by the parties as therein set forth, constitute the entire understanding of the parties in respect to the subject matter thereof.

In witness whereof, the parties hereto after having read and understood the legal effects and validity of the premises set forth above, have caused this Agreement to be executed on the date and place above written.

THE “COMPANY”

DYNARESOURCE DE MEXICO , S. A. DE C.V.

_ ________________________

KOY WILBER DIEPHOLZ

ITS: PRESIDENT

THE “CONTRACTOR”

MINERAS DE DYNARESOURCE, S. A. DE C.V.

_________ ________________

KOY WILBER DIEPHOLZ

ITS: PRESIDENT

Exhibit 10.3  

SECOND AMENDMENT TO THE CONTRACT MINING SERVICES AND MINERAL

PRODUCTION AGREEMENT

THIS SECOND AMENDMENT TO THE CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT, is made and entered this 15 ^th day of July, 2011 by and among DYNARESOURCE DE MEXICO, S.A. DE C.V., represented hereto by Mr. Koy Wilber Diepholz (hereinafter referred to as “ DYNA ” ); and MINERAS DE DYNARESOURCE, S.A. DE C.V., represented hereto by Mr. Koy Wilber Diepholz (hereinafter referred to as “ MINERAS ” ).

WITNESSETH:

WHEREAS, DYNA and MINERAS entered into an agreement dated as of April 15, 2005 and FIRST amended on September 15, 2006; pursuant to which DYNA engaged MINERAS to render the Mining Services described in Schedule A of the Mining Services Agreement, as amended by the First Amendment to said agreement as described herein, where the parties established the manner in which MINERAS were to exclusively operate and conduct the Subject Business (Mining Services, Milling services, Maintenance Services, Geology Services, Engineering Services, Transportation / Trucking Services, Administrative Services, Management of Personnel, Support, as well as other related services, hereinafter referred to as “the services”);

WHEREAS, with the knowledge of all Shareholders of DYNA; MINERAS has been and is to be held as the exclusive entity entitled to exploit the Mine and provide the inherent services,

WHEREAS, as per the services to be rendered, DYNA deems certain terms of the original Agreement to be extensive, thus the need to amend certain items of said Agreement.

WHEREAS, as per the resolutions adopted by the Board of Directors of DYNA as described hereinafter, DYNA has discussed with MINERAS the adoption of said items within the Agreement; and

WHEREAS, the parties desire to amend the Contract Mining Services and Mineral Production Agreement in the manner hereinafter set forth.

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

“1.3. Subject to the provisions of part 10 hereof, this Agreement shall be in full force and effect for a period of 20 (twenty) years, commencing as of the date hereof and until its conclusion, unless validly terminated or extended by mutual consent of the parties.”

“13.3. The parties hereby covenant and agree that this contract shall be construed by and regulated under the provisions of the Code of Commerce and the Civil code of the State of Sinaloa, Mexico. The parties hereby agree that the state and federal tribunals with competent jurisdiction for the City of Mazatlan, State of Sinaloa, United Mexican States, shall have the authority to resolve any suit or claim arising out of or resulting for the application of this Contract. The parties hereby relinquish their right to the jurisdiction of any tribunal or court, of any kind or nature, to which they might have or acquire a right or be subject to by virtue of their current or future domiciles.”

6.01. Therefore, the parties hereby agree to amend the wording and structure of the aforementioned sub numeral “ 13.3 ”, related to PART 13. GENERAL PROVISIONS of the original CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT , to hereinafter read as follows:

“13.3. Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the City of Mazatlan, in the State of Sinaloa, Mexico, for any Actions arising out of or relating to this Agreement, (and agree not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement, in the courts of the City of Mazatlan, in the State of Sinaloa, Mexico, and to the norms set forth by the Commerce Code and Civil Code of such venue, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.”

8.01 Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below:

If to the DYNA:

Sierra Grande #134

Fraccionamiento Lomas de Mazatlán

Mazatlán, Sinaloa, México 82110

52-669-983-6625 / 52-669-986-1306

Attention: Mr. Koy Wilber Diepholz

If to MINERAS:

Enrique Dunant Y 5 de Mayo

# 963 L- 3

Fraccionamiento Los Parques

Guamuchil, Sinaloa México 81400

52-673-732-9325 / 52-673-734-0920

8.02 Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of City of Mazatlan, in the State of Sinaloa, Mexico, for any Actions arising out of or relating to this Agreement, (and agree not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement, in the courts of the City of Mazatlan, in the State of Sinaloa, Mexico, and to the norms set forth by the Commerce Code and Civil Code of such venue, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.”

8.03 Governing Law. This Agreement will be construed in accordance with and governed by the laws of Mexico, specifically, the Commerce and Civil Codes of the State of Sinaloa, Mexico, without regard to conflicts of laws principles thereof.

8.04 Waiver. The rights and remedies of the parties to the original Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under said Agreement will operate as a waiver of any right, power or privilege under this Amendment, and no single or partial exercise of any right, power or privilege under this Amendment will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege under this Amendment or its original Agreement from it derives thereto. To the maximum extent permitted by Law, (a) no claim or right arising out of this Amendment and/or its original Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given and will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure or noncompliance; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Amendment or its original Agreement from which it derives.

8.05 Entire Amendment and Modification. This Amendment constitutes a complete and exclusive statement of the terms of the original agreement to be modified between the parties with respect to the subject matter contained herein, and supersedes all prior amendments of the original agreement between the parties with respect to the items defined and modified hereto and thereto.

8.06 No Oral Modification. This Amendment may not be amended except by a written agreement executed by the parties to be charged with the amendment. Any attempted amendment in violation of this Section 8.06 will be void ab initio.

8.07 Severability. If any provision of this Amendment and/or in regards to the original Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

8.08 Counterparts. This Amendment may be executed simultaneously in two or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which together will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, this SECOND Amendment to the CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT , has been duly executed and delivered by the duly authorized officers of DYNA and MINERAS as of the date first written above.

Exhibit 10.4 

“EXPLOITATION AGREEMENT”

EXPLOITATION AMENDMENT (THIRD AMENDMENT) TO THE CONTRACT MINING

SERVICES AND MINERAL PRODUCTION AGREEMENT

THIS EXPLOITATION AMENDMENT , being the THIRD Amendment TO THE CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT (The “Operating Agreement”), is made and entered into this Fifteen (15 ^th ) day of May, 2013 by and among DYNARESOURCE DE MEXICO, S.A. DE C.V., hereinafter referred to as “ DYNAMEXICO ” ); and MINERAS DE DYNARESOURCE, S.A. DE C.V., represented hereto by Mr. German Perez Alaniz, holding the Power of Attorney for Administrative Acts of the Company (hereinafter referred to as “ MINERAS ” ).

WITNESSETH:

WHEREAS, DYNAMEXICO and MINERAS entered into a Contract Mining Services and Mineral Production Agreement (the “Operating Agreement”) dated as of April 15, 2005, and The FIRST AMENDMENT to the Operating Agreement on September 15, 2006, further amended by the SECOND AMENDMENT to the Operating Agreement dated July 15, 2011; and pursuant to which DYNAMEXICO engaged MINERAS to render the Mining Services described in Schedule A of the Operating Agreement, as amended by the First, and Second Amendments to said Operating Agreement as described herein, whereby the parties established the manner in which MINERAS were to exclusively operate and conduct the Subject Business (Mining Services, Milling services, Maintenance Services, Geology Services, Engineering Services, Transportation / Trucking Services, Administrative Services, Management of Personnel, Support, as well as other related services, hereinafter referred to as “the services”); And,

WHEREAS, with the knowledge of current Shareholders of DYNAMEXICO, and the various positions and discussions between the Shareholders of DYNAMEXICO; MINERAS has been named the exclusive Operating Entity for the Project San Jose de Gracia, and MINERAS is to be maintained as the Exclusive Operating Entity entitled to Exploit the San Jose de Gracia Mines and provide the inherent services; And,

WHEREAS, per the services to be rendered, certain operational costs, including but not limited to; the continued maintenance of the Property, maintaining Mining Concessions and other inherent services to the upkeep of the Mine, as well as costs related exclusively to the exploitation and further development of the Mine, with additional consideration given to further exploration of the Project Area, have arisen which make it imperative for MINERAS to restructure the Agreement with DYNAMEXICO in order to provide for the Financing for such costs and expenditures as previously discussed and negotiated with DYNAMEXICO; And,

WHEREAS, the parties desire to further amend the Mining Services and Mineral Production Agreement (the “Operating Agreement”) in the manner hereinafter set forth.

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

“Schedule B

“Compensation”

DYNAMEXICO shall pay to MINERAS, in consideration for the Execution of the Mining Services set out in Schedule A hereto, and subsequent to the reimbursement by DYNAMEXICO to Mineras for all Costs incurred by Mineras under the terms of this Agreement, a Management Fee equal to:

(A) Reimbursement of all costs incurred by Mineras under the terms of this Exploitation Amendment Agreement, such Costs incurred by Mineras and to be charged by billing from Mineras to DynaMexico; Including, but not limited to: payment of costs and expenses, fees, consulting costs, sub-contacts, equipment costs, rentals, surcharges, personnel payments and other related and inherently derived from the services of the execution of the Mining Services and Milling Services, and Exploration Costs to be provided in the San José de Gracia Project;

(B) After Item A above; 75 % (Seventy-Five percent) of the Total Revenue Amounts Received from the sale of Any and All Minerals Produced, Extracted, or Sold from the San Jose de Gracia Property; to the point that Mineras has recovered 200 % (Two Hundred Percent) of Monies Invested by MINERAS; And,

(C) After Items A and B above; 50 % (Fifty Percent) of the Total Revenue Amounts Received from the sale of Any and All Minerals Produced, Extracted, or Sold from the San Jose de Gracia Property; After MINERAS has recovered 200 % (Two Hundred Percent) of Monies Invested by MINERAS, and through the remaining term of this Exploitation Agreement;

Likewise, a Net Smelter Return (hereinafter the “2.5 % NSR ”) of 2.5 % (Two and One Half Percent) is hereby imposed in favor of MINERAS in retribution and compensation of their services. Said 2.5 % NSR will apply to 100 % (One Hundred Percent) of Any and All Mineral Sales from the San José de Gracia Project, and shall continue for the Term of the Exploitation Agreement unless otherwise may be agreed in writing by MINERAS.”

3.01 Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopy (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below:

If to DYNAMEXICO:

Sierra Grande #134

Fraccionamiento Lomas de Mazatlán

Mazatlán, Sinaloa, México 82110

52-669-983-6625 / 52-669-986-1306

If to MINERAS:

Enrique Dunant Y 5 de Mayo

# 963 L- 3

Fraccionamiento Los Parques

Guamuchil, Sinaloa México 81400

52-673-732-9325 / 52-673-734-0920

Attention: Mr. German Perez Alaniz, Legal Representative.

3.02 Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Sinaloa, Mexico, for any Actions arising out of or relating to this Agreement, (and agree not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement, in the courts of the City of Mazatlán, in the State of Sinaloa, Mexico, and to the norms set forth by the Commerce Code and Civil Code of such venue, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.”

3.03 Governing Law. This Agreement will be construed in accordance with and governed by the laws of Mexico, specifically, the Commerce and Civil Codes of the State of Sinaloa, Mexico, without regard to conflicts of laws principles thereof.

3.04 Waiver. The rights and remedies of the parties to the original Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under said Agreement will operate as a waiver of any right, power or privilege under this Amendment, and no single or partial exercise of any right, power or privilege under this Amendment will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege under this Amendment or its original Agreement from it derives thereto. To the maximum extent permitted by Law, (a) no claim or right arising out of this Amendment and/or its original Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given and will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure or noncompliance; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Amendment or its original Agreement from which it derives.

3.05 Entire Amendment and Modification. This Amendment constitutes a complete and exclusive statement of the terms of the original agreement to be modified between the parties with respect to the subject matter contained herein, and supersedes all prior amendments of the original agreement between the parties with respect to the items defined and modified hereto and thereto.

3.06 No Oral Modification. This Amendment may not be amended except by a written agreement executed by the parties to be charged with the amendment. Any attempted amendment in violation of this Section 3.06 will be void ab initio.

3.07 Severability. If any provision of this Amendment and/or in regards to the original Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.08 Counterparts. This Amendment may be executed simultaneously in two or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which together will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, this Exploitation Amendment (THIRD AMENDMENT) to the CONTRACT MINING SERVICES AND MINERAL PRODUCTION AGREEMENT (“Operating Agreement”) has been duly executed and delivered by the duly authorized officers of DYNAMEXICO and MINERAS as of the date first written above.

Exhibit 10.5  

PROVISION OF PERSONNEL SERVICES AGREEMENT

THIS AGREEMENT is made and entered on this the 15 ^th day of MAY, 2005.

AMONG:

MINERAS DE DYNARESOURCE, S.A. DE C.V., herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “ “Contractor”);

OF THE FIRST PART,

AND

DYNARESOURCE OPERACIONES DE SAN JOSE DE GRACIA, S.A. DE C.V. herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “Subcontractor”),

OF THE SECOND PART.

WHEREAS:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual warranties and representations herein contained, the parties agree as follows:

PART 1.           ENGAGING OF SUBCONRACTOR.

1.1. Pursuant to Part 10 of the Mining Services Agreement and having the consent of the Company as required therein, the Contractor hereby engages the Subcontractor to provide the Personnel Services described in Section 1.2. (the “Personnel Services”). The Subcontractor hereby agrees to provide to the Contractor the Personnel Services:

1.2. The Subcontractor shall, as required from time to time by the Contractor and the Company and as set out in the Mining Services Agreement, provide all labour personnel sufficient, competent and accredited to carry out the Services set out in schedule A of the Mining Services Agreement, including, but not limited to (the “Personnel Services”):

1.2.A.      It is agreed and acknowledged by the Subcontractor that, from May 16, 2005 through the date of effective termination of this Agreement, it shall be solely liable and legally responsible for all personnel provided to the Contractor while providing the Personnel Services pursuant to Subsection 1.2. Such liability and legal responsibility of the Subcontractor shall include, but not be limited to, all rights and benefits acquired by such personnel engaged by the Subcontractor, and all obligations assumed by said Subcontractor, set forth under the provisions of the Federal Employment Act, the National Workers’ Housing Institute Act, the Mexican Social Security Institute Act, the Federal Income Tax Act and any other federal or state legislation applicable to a labour relationship.

1.3.         In consideration for the provision of the Personnel Services, the Contractor shall pay to the Subcontractor: The Actual Costs of Employment for all Personnel, and the Total Cost of Employment Taxes; plus 10 %. (The “Compensation”).

1.4.         This Agreement shall be in full force and effect for a period of ONE (1) YEAR commencing on MAY 16, 2005 and may be renewed by the parties for like terms, or as agreed or amended by the parties (the “Term of the Agreement”). The Contractor shall have the right to terminate this Agreement on fifteen days’ written notice to the Subcontractor. In the event of such termination, this Agreement, except for the obligations of the Contractor incurred prior to the effective date of termination, will be of no further force and effect. This Agreement shall cease to be in force forthwith on the date of the effective termination of the Mining Services Agreement.

1.5.         All personnel provided by the Subcontractor shall have sufficient skill and experience to properly perform the tasks assigned to them. Personnel engaged in special tasks or skilled tasks will have appropriate qualifications, permits or licenses, experience with such tasks and the operation of equipment required to perform all such tasks properly and satisfactorily to completion. The Subcontractor shall promptly terminate or cause to be terminated any person who does not perform its tasks in a proper and skilled manner, or who is intemperate or disorderly. Additionally, any such person shall, at written request of the Company or the Contractor, be removed forthwith by the Subcontractor employing such person and will not be employed again without the prior written approval of the Company. Should the Subcontractor fail to furnish suitable and sufficient personnel for proper execution of the Personnel Services, or fail to remove such person or persons as required above, the Company or the Contractor may suspend the Personnel Services by written notice until such orders are complied with.

1.6.         It is agreed and acknowledged by the Subcontractor that pursuant to Subsection 1.8. of the Mining Services Agreement the Company, without invalidating such Agreement, may make changes by altering, adding to, or deducting from the responsibilities set out as Services under schedule A thereto. In any of such cases, the Subcontractor shall provide all extra or incidental personnel to fully perform all altered, added or reduced responsibilities. The Subcontractor shall not claim for loss of profits or anticipated profits or damages at any time due to any decision to reduce or delete any part of the Services set out in schedule A of the Mining Services Agreement as herein set out.

1.7.         Except as may be otherwise expressly set out herein, the Subcontractor shall clean up the work performed by its personnel as it progresses and ensure that the premises are at all times kept free from the accumulation of waste material and rubbish resulting from the Subcontractor’s activities, removing debris from the mine and mill sites from day to day, and when all work is finished shall similarly remove all tools, equipment, machinery, fuel drums and hazardous substances, and machinery which are its property or the property of any other person and all rubbish and waste materials, and shall leave the workplace in a clean and safe condition, free and clear of all obstructions and hindrances. Should the Subcontractor refuse or neglect to comply with the provisions of this paragraph, the Company and the Contractor shall have the right to do the cleaning and charge the Subcontractor with the costs thereof.

PART 2.           MINING ASSETS.

2.1.         It is agreed and acknowledged by the Subcontractor, in its behalf and in behalf of its employees or independent contractors that pursuant to Part 2 of the Mining Services Agreement the Company has furnished, for the property and competent execution of the Services (set out in schedule A of the Mining Services Agreement) all of the equipment, machinery, rights and facilities described in the inventory of assets attached as schedule C to the Mining Services Agreement (the “Mining Assets”).

2.2. It is acknowledged and agreed by the Contractor, in its behalf and in behalf of its employees or independent contractors that the Mining Assets:

2.3.         The Contractor shall, during the Term of the Agreement and until such time as the Company accepts full delivery of the Mining Assets, be fully responsible and liable to the Company for the proper up keeping, maintenance and safeguarding of the Mining Assets; the Subcontractor shall directly or indirectly conduct in a timely and workmanlike manner, all repairs and period maintenance work as required to maintain the Mining Assets in optimal operating condition.

2.4.         The Suncontractor agrees to indemnify and hold harmless the Contractor and the Company and their respective directors, officers, employees, agents, representatives and related corporations (the “Indemnified Persons”) from and against any claims, demands, judgments, liabilities, expenses, damages, fines, charges, costs (including legal costs) and losses of every and any kind whatsoever, whether direct or indirect and whether to person or property or otherwise, which at any time or from time to time are directly or indirectly incurred or suffered by any of the Indemnified Parties in connection with, as a result of or arising out of the operation, administration or maintenance of the Mining Assets by the personnel provided by the Subcontractor under this Agreement.

2.5.         The Subcontractor agrees to maintain the Mining Assets free and clear of all charges, encumbrance or limitation of ownership rights of any kind whatsoever that may result or arise out of any claims, demands or judgments filed by or issued to the benefit of any employee or independent contractor provided by the Subcontractor hereunder.

PART 3.           RELATIONSHIP.

3.1.         The parties hereto acknowledge and agree that this Agreement:

3.2.         The parties hereby acknowledge and agree that there is no labour relationship between or among themselves, between or among any or both of them and the Company or between or among the employees or contractors of the parties or the Company; therefore, the parties expressly agree that each party shall individually bear all obligations or responsibilities imposed to each of them under applicable labour and tax legislation, or imposed to each party in respect to such party’s employees or contractors. Further, the parties agree to indemnify and hold each other harmless from, against and in respect to, any suit, demand or complaint claimed or filed before any labour, administrative or judicial authority by one of the party’s employees or contractors against the other party.

3.3.        The Subcontractor acknowledges and agrees that all personnel provided by it pursuant to the provision of this Agreement shall at all times be retained and engaged by the Subcontractor. The Subcontractor agrees that it is solely and exclusively responsible for payment of salaries and/or professional fees, income tax, IMSS and INFONAVIT withholdings, payments and fees applicable under the laws of Mexico in respect to all personnel provided by the Subcontractor pursuant to this Agreement.

PART 4.           INDEMNITY.

4.1.         The Subcontractor hereby assumes, except as may be expressly set out in this Agreement, entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to person or property arising out of or connected in any manner with the activities of its personnel in the San Jose de Gracia Project. Without limitation, the Subcontractor agrees to indemnify and hold harmless the Contractor and the Company and their respective directors, officers, employees, agents, representatives and related corporations (collectively the “Indemnified Parties”) from and against any claims, demands, judgments, liabilities, expenses, damages, fines, charges, costs (including legal costs) and losses (collectively “Losses”) of every and any kind whatsoever, whether direct or indirect and whether to person or property or otherwise, which at any time or from time to time are directly or indirectly incurred or suffered by any of the Indemnified Parties in connection with, as a result of or arising out of:

4.2.         Environmental Matters. - The Subcontractor covenants, represents and warrants to the Contractor that:

PART 5.           INSPECTION OF WORK.

5.1.         All work performed by the employees and independent contractors of the Subcontractor shall be performed in a professional, competent, and efficient manner. Inspection of all work will be carried out by the Contractor and/or the Company while such work is in progress. Notwithstanding such inspection, the Subcontractor will be held responsible for the completion of the work in accordance with the terms and conditions of this Agreement and the Mining Services Agreement.

5.2.         The Contractor and the Company and their respective representatives will, at all times, have access to the work performed by the employees or independent contractors of the Subcontractor whenever it is in preparation or progress. The Contractor and Company will perform said inspection in such manner as not to delay the work unnecessarily.

PART 6.           SUBCONTRACTS

6.1.         The Subcontractor shall not subcontract to any person any part of the Personnel Services without prior written approval of the Contractor and the Company, and in each individual instance, the scope of the Personnel Services to be subcontracted will be subject to prior approval of the Contractor and the Company, which approval shall not be unreasonably withheld.

6.2.         The Subcontractor agrees that it is as fully responsible to the Contractor and the Company for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by it.

6.3.          Nothing contained in this Agreement shall create any contractual relationship between any subcontractor of the Subcontractor and the Contractor or the Company. Each subcontract shall provide that it is subject to termination for the convenience of the Company, in which event the Company’s liability shall be limited to work done or material supplied prior to cancellation.

PART 7.           SUSPENSION OR TERMINATION FOR CONVENIENCE.

7.1.         The Contractor reserves the right to suspend or terminate this Agreement, or any part thereof, at any time and for any reason it deems fit, including for its convenience. Such suspension or termination will be made in writing and may include the whole or any specified part of the Agreement.

7.2.          Upon receipt of notice to resume suspended Services, the Subcontractor will immediately resume the suspended Personnel Services to the extent required in the notice. If this Agreement, or a specified part thereof, is terminated for the convenience of the Contractor, the Company shall pay the Subcontractor for Personnel Services performed before the effective date of termination.

PART 8.           TERMINATION FOR CAUSE.

8.1.         If the Subcontractor shall become bankrupt or insolvent, or if the Contractor has reasonable grounds to believe that the Subcontractor is bankrupt or insolvent or unable to pay its debts as they become due, the Contractor may terminate all or part of the Subcontractor’s performance and/or further rights hereunder for cause, as the Contractor may elect.

8.2.         If the Subcontractor fails to commence the Personnel Services within the time specified and prosecute it continuously with sufficient properly skilled personnel and equipment to ensure its completion within the specified time, or fails to perform the Personnel Services in the manner required by this Agreement, or fails to carry on the Personnel Services in an acceptable manner, or defaults in any of the obligations herein, the Contractor may elect to give notice in writing of such default, specifying the same and the corrective steps to be taken.

8.3.         If the Subcontractor, within a period of 72 hours after delivery of such notice, shall fail to proceed in accordance therewith, the Contractor may terminate the Subcontractor’s right to continue with the Personnel Services and may complete it with its own forces, contract with others for its completion, or use such other measures as in the Contractor’s opinion are necessary for completion, including the use of the equipment, plant, and other property of the Subcontractor. In selecting another subcontractor(s) for the purpose of completing the Personnel Services, the Contractor shall be guided by the same selection criteria as utilized by the Contractor in the original contract award, and not necessarily by the lowest bid(s).

8.4.         In the event of termination for cause:

8.5.         In the event of termination for cause, written notice will be given to the Subcontractor at the address set forth in this Agreement. Subject to the directions set forth in the termination notice, the Subcontractor shall immediately discontinue the Personnel Services and the placing of orders for further services, material and equipment and shall, as directed, effect cancellation of all existing orders and subcontracts and thereafter perform only such Personnel Services as may be necessary to preserve and protect the work already in progress.

PART 9.           GENERAL PROVISIONS.

9.1.          Confidentiality. The parties hereby agree to maintain confidential the terms and conditions set out in this Agreement. Further, the Subcontractor hereby agrees on its behalf and/or on behalf of its employees, subcontractors, directors, officers and representatives (the “Related Persons”) to maintain confidential and to not disseminate, permit the dissemination or to use for its own benefit or for the benefit of the Related Persons or for commercial purpose, all or any portion of the information that it or the Related Persons may obtain or may have access to during or as a result of the performance of the Personnel Services. The obligation entered into by the Subcontractor hereunder shall be in force for the duration of this Agreement and it shall terminate at the completion of a term of 5 years commencing from the date of termination of this Agreement.

9.2.         Materials. The Subcontractor hereby agrees on its behalf and on behalf of the Related Persons that all materials obtained or prepared during the performance of the work, and all confidential information obtained or to which it or the Related Persons have an access to, is and shall remain the exclusive property of the Company. The Subcontractor hereby agrees to return to the Company, at its own expense and within a term of 10 calendar days commencing on the date of termination of this Agreement or on the date of receipt of a written request from the Company, all materials or confidential information in its possession or in possession of the Related Persons that have been obtained or prepared during or as a result of the performance of the work.

9.3.         Governing Law. The parties hereby covenant and agree that this Agreement shall be construed by and regulated under the provisions of the Code of Commerce and the Civil Code of the State of Sinaloa, Mexico. The parties hereby agree that the state and federal tribunals with competent jurisdiction for the City of Mazatlan, State of Sinaloa, United Mexican States, shall have the authority to resolve any suit or claim arising out of or resulting from the application of this Contract. The parties hereby relinquish their right to the jurisdiction of any tribunal or court, of any kind or nature, to which they might have or acquire a right or be subject to by virtue of their current or future domiciles.

9.4.          Notices. Any notice or notification given or required to be given between the parties as a result of the application of this Agreement, including any notification required or permitted to be given in any judicial proceedings, shall be given in writing and personally delivered to the other party, or delivered by any means that undoubtedly assures its reception or notification, in both cases with an acknowledgement of receipt thereof, and it shall be directed to the latest domiciles expressed by the parties hereunder, which domiciles are, until further notice is given, as follows:

If to Contractor:

MINERAS DE DYNARESOURCE, S.A. DE C.V.

Attention: Mr. KOY WILBER DIEPHOLZ

Ave. Ejercito Mexicano No. 2004, Oficina 204

Col. Insurgentes

Mazatlan, Sin. MEXICO

669-986-1306

If to Subcontractor:

DYNARESOURCE OPERACIONES DE SAN JOSE DE GRACIA, S.A. DE C.V.

Attention: Mr. KOY WILBER DIEPHOLZ

Ave. Ejercito Mexicano No. 2004, Oficina 204

Col. Insurgentes

Mazatlan, Sin. MEXICO

669-986-1306

9.5.         Languages. The parties sign, execute and approve this Agreement in the English and Spanish languages. The parties agree that in the event of discrepancy between the two versions, the Spanish version shall prevail. The parties acknowledge to having read and understood (through their respective appointed Spanish interpreters) the legal effects and validity of the Spanish and English versions of this Agreement. The English version is attached as schedule C hereto and made part hereof for all corresponding legal effects.

9.6.         Whole Agreement. This Agreement, schedule A (English version) attached hereto and the documents delivered as set forth hereunder, constitute the entire understanding of the parties in respect to the subject matter hereof, and they cancel and supersede any other agreement, contract or letter of intent that they may have executed in respect to the said subject matter.

IN WITTNESS WHEREOF, the parties hereto after having read and understood the legal effects and validity of the premises set forth above, have caused this Agreement to be executed on the date and place first-written.

THE “CONTRACTOR”

MINERAS DE DYNARESOURCE, S.A. DE C.V.

______________________________________

Per: KOY WILBER DIEPHOLZ

Its: President of the Board of Directors

THE “SUBCONTRACTOR”

DYNARESOURCE OPERACIONES DE SAN JOSE DE GRACIA, S.A. DE C.V.

______________________________________

Per: KOY WILBER DIEPHOLZ

Its: President of the Board of Directors

  Exhibit 10.6

Amending Agreement to

Personnel Services Agreement

THIS AMENDING AGREEMENT is made and entered in the City of Mazatlan, Sinaloa as of this the Fifteenth (15) Day of September, 2006.

AMONG:

DYNARESOURCE OPERACIONES DE SAN JOSE DE GRACIA, S.A. DE C.V. herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as the “Operaciones”),

OF THE FIRST PART,

AND

MINERAS DE DYNARESOURCE, S. A. DE C.V., herein represented by Mr. KOY WILBER DIEPHOLZ, acting in his capacity of President of its Board of Directors holding General Powers of Attorney for Legal Representation and Collections, Acts of Administration and Domain (hereinafter referred to as “Mineras”);

WHEREAS:

I. The parties jointly warrant and represent as follows:

CLAUSES

CLAUSE 1

“…Section 1.3. In consideration for the provision of the Personnel Services, the Contractor shall pay to the Subcontractor “The Actual Costs of Employment for all Personnel, and the Total Cost of Employment Taxes; plus 10 %. (The “Compensation”).

CLAUSE 2

“…Section 1.3. In consideration for the provision of the Personnel Services, the Contractor shall pay to the Subcontractor The Actual Costs of Employment for all Personnel, and the Total Cost of Employment Taxes; plus 5 %. (The “Compensation”).

CLAUSE 3

In witness whereof, the parties hereto after having read and understood the legal effects and validity of the premises set forth above, have caused this Agreement to be executed on the date and place above written.

Signatures on page following:

“OPERACIONES”

DYNARESOURCE OPERACIONES DE SAN JOSE DE GRACIA

__________________________ 

KOY WILBER DIEPHOLZ

ITS: PRESIDENT

“MINERAS”

MINERAS DE DYNARESOURCE, S. A. DE C.V.

_____________________

KOY WILBER DIEPHOLZ

ITS: PRESIDENT