master agreement dated as of september 25, 2006, among : colombia goldfields ltd. ( “ cgl ” ), a delaware corporation ; and cia minera de caldas s. a. ( “ caldas ” ), a colombia corporation ; and gavilan minerales s. a. ( “ gavilan ” ), a colombia corporation ; and cia servicios logisticos de colombia ltda. ( “ syl ” ), a colombia corporation ; and rnc ( colombia ) limited ( “ rnc ” ), a belize corporation ; and chuck major ( “ major ” ), businessman, a resident of colombia ; whereas the parties hereto are and have been involved with each other in the gold - mining business in colombia, including acquiring, exploring and developing of mining properties, establishing required infrastructure and the financing of such activities ; and whereas the parties wish to reorganize and rationalize their relationships related to the foregoing by concluding the series of transactions set forth herein on or before september 26, 2006 ( the “ closing date ”, as same may be extended by written agreement of all of the parties, acting reasonably ), each of which transaction, unless specifically noted otherwise herein or in a separate document entered into among all of the parties, is dependent upon the completion of the other transactions and any such transaction that closes prior to the completion of the other transactions being closed in escrow pending the completion of such other transactions ; now therefore witness that for good and valuable consideration, the receipt and sufficiency of which the parties hereto do hereby acknowledge, each to the other, the parties agree with each other as follows. 1. sale of shares of gavilan 1. 1 on or before the closing date, and subject to ( a ) cgl having satisfied its reasonable due diligence requirements ( including confirming that gavilan holds proper legal title to several properties abutting the marmato mountain ( “ marmato ” ) in western colombia ( the “ caramanta properties ”, a schedule setting forth their legal description being attached as schedule 1 hereto ), ( b ) cgl board of director approval and ( c ) compliance with any securities, regulatory or corporate laws to which any of cgl, gavilan or major is subject, major ( who is the owner of the majority of the gavilan shares ( defined 1. 1 1. 1 on or before the closing date, and subject to (