a. geoxplor and flpc are parties to an option agreement dated december 24, 2009 ( the “ original property agreement ” ) pursuant to which geoxplor granted flpc an option to acquire a 100 % interest in certain unpatented mining claims in san juan county, utah, more particularly described in exhibit “ a ” attached hereto ( the “ property ” ) ; b. flpc wishes to transfer its rights in the original property agreement and the property to neca in accordance with the terms of this agreement and to supersede the original property agreement and substitute therefore a new agreement between geoxplor and neca in the form attached hereto as exhibit “ b ” ( the “ option agreement ” ) ; and c. subject to the completion of the obligations of neca under this agreement, geoxplor and flpc wish to cancel the original property agreement with no further obligations to either party thereunder and substitute therefore the terms of the option agreement which will control the rights between the parties hereto. 1. 1 definitions. in this agreement : ( a ) " mineral exploration and development testing " shall include those activities that neca, in its sole judgment and discretion, may deem advisable for the purpose of ascertaining any facts relating to the occurrence, nature and extent of vanadium & uranium and related vanadium & uranium compounds or mineralization in and under the property and the metallurgical and physical properties of such minerals ; including, but not limited to, surface trenching, excavations, geophysical and geochemical surveys, drilling, the sinking of shafts for bulk sampling, and further including the right to use the surface for access, to place and use facilities on the surface and to use water and other surface resources that may be useful or convenient in connection with such activities. mineral exploration and development testing shall specifically include such testing as may be required for filings with any applicable stock exchange. ( b ) “ shares ” means fully paid and non - assessable common shares in the capital of neca, issued pursuant to exemptions from registration and prospectus requirements contained in the united states securities act of 1933 and the rules and regulations promulgated thereunder, which shares shall contain such restrictive legends regarding applicable hold periods as required by such securities laws. ( c ) “ dollar ( s ) ” or “ $ ” shall mean currency of the united states. 2. 1 neca hereby represents and warrants