MEMORANDUM OF AGREEMENT

KNOW TO ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and executed by and

between:

GILDA ABUEL, BARDO BANDO, ELISEO MALTOS,JR., LOVENIA

MEJORADA, RENE MALTOS, ERNESTO BANDO and TEODORICO CERNA,
Filipinos, of legal ages, married and residents of Mati, San
Franciso, Agusan del Sur, all represented by GIL A. DALIGDIG,
herein called the First Party ; and

PACIFIC-RIM MINING CORPORATION, a corporate entity duly

organized under and by virtue of the Corporation Code of the
Philippines, as evidenced by a Certificate of Incorporation
issued by the SECURITIES and EXCHANGE COMMISSION (SEC) on
_______________, copy of which is hereto attached as Annex “A”
and made integral part hereof, with business address at
Poblacion, Tampilisan, Zamboanga del Norte, and duly represented
in this instrument by its Chief Executive Officer (CEO), ANELYN
L. DAUBNEY, of legal age, married and with business address at
Caltex Building, Poblacion, Tampilisan, Zamboanga del Norte,
hereinafter referred to as the SECOND PARTY; and they

WITNESSETH:

WHEREAS, the FIRST PARTY each has existing and valid mining
rights over a parcel of land consisting of Twenty (20) hectares,
situated in Mate, San Francisco, Agusan del Sur, described under
and covered by Small Scale Mining Permit (SSMP) No. ____;

WHEREAS, for the last three (3) of four (4) years now, the
FIRST PARTY has been exploring the above mentioned area and has
yet to find a legitimate investor who is willing to operate on,
finance or provide funding for the mining operations, that is
suitable and appropriate for the subject area and as allowed by
law;

WHEREAS, the SECOND PARTY, a corporation engaged in mining

operations in the Philippines, has expressed its interest and
willingness to operate the mining area offered by the FIRST
PARTY, showing its capacity to effectively and efficiently
undertake the legitimate and necessary mining operations suitable
in the subject area inclusive of all the stages of the operation,
that is, from exploration to development and production stages;
WHEREAS, after series of meetings held by the parties for
the purpose, and finally on 15 November 2010, the FIRST PARTY
offered to hire the services of the SECOND PARTY, and the SECOND
PARTY also accepted the offer of the FIRST PARTY;

NOW, THEREFORE, the parties have hereby agreed to proceed

with the mining activities and operation on the subject area,
under the following terms, stipulations and conditions, as
follows;

1. That the FIRST PARTY lets and allows the SECOND PARTY to
handle the mining operation at the latter’s full control
and supervision.

2. Than the FIRST PARTY is free and exempt from any

financial liability including the procurement of legal
document or clearances, ore transport permits (OTP’s),
and for any and all operational expenses necessary and
incidental to mining operations on the subject area;

3. That the SECOND PARTY shall undertake and accomplish the

following:

 Pay the P410,000.00 payment to MGB for the release of

the certification;

 Invest in plant/machinery and manpower required to

commercially mine the two identified claims within the
‘SSMP’

 The iron ore deposit

 The gold ore deposit

 Identify and secure bodega facilities at the nearest

port suitable to ship the iron ore

 Dig, load and haul the iron ore to the secure bodega
facility for shipping

 At all times, conduct best business practice to work

within the laws of the abiding land

 Always work within health and safety guidelines with

all aspects of the mining process

 Use all reasonable endeavours to maximize value and

minimize costs

 Attend meetings with the ‘Family Trust’ every month to

report on progress and trading transactions

 Pay the royalty payment to the ‘Family Trust’ on an

agreed set date every month for the business trading
of the month prior
  Attend any grievance meeting the ‘Family Trust’ may
have within four days of the grievance being known to
PACIFIC-RIM MINING CORPORATION in writing officially
by the ‘Family Trust’

4. That the SECOND PARTY binds to pay the FIRST PARTY, by

way of royalty fees, in the amount 50% of the net profits
from all mining operations as recorded in the financial
statements of Pacific-Rim Mining Corporation. Following
all outgoings and overheads incurred in the mining
operations in any accounting period for the benefit of
doubt, but not limited to the below cost hearings:

Full cost of mining infrastructure including surveys,

road construction, fencing, all operational vehicles,
plant, machinery, site establishment, including office
and staff accommodation, corporation payroll, security ;

Deductible however to the account of the first party, the

second party shall grant an initial amount of Three
Hundred Fifty Thousand (P350,000.00) Pesos, payable upon
signing of this agreement ;

5. To undertake a full site investigation over the following

12 months on the land within this agreement. To identify
any other economically viable deposits suitable for
mining ;

6. If on further investigations and enquiries other land

controlled by the family trust is free and unincumbent to
claim EP or MPSA by Pacific-Rim Mining Corporation then
this agreement will automatically cover htat land with
the same benefits to both parties ;

7. Definition of Terms:

 Family Trust each family (Abuel, Bando, Maltos,

Mejorada and Cerna) claiming the
land in the areas subject of this
contract at Mati, San Francisco,
Agusan del Sur ;

 Pacific-Rim Mining the investors’ company for the

benefit of mining the land subject
of this contract ;

 Iron ore deposit the iron ore deposit identified and

previously mined on the SSMP claim
of ________________; Title No.
____________________ ;
  Gold ore deposit the gold ore deposit identified and
previously mined on the SSMP claim
of ________________; Title No.
____________________

 Iron ore bodega a bodega within acceptable loading

distance of a local port with a
depth of water needed to dock a
cargo ship with a minimum dead
weight carriage of 10,000 tonnes ;

That this contract shall be effective for TWENTY-FIVE (25)

years to commence on 01 December 2010, and shall expire ten years
thereafter, or until the life span of the permit (SSMP or MPSP)
shall have been terminated, and the parties, by mutual consent,
may renew this agreement subject to the intent, discretion and
purpose of the Philippine laws.

NOTICE – Any inquiry of information relative to this

contract shall always be relayed to :

FIRST PARTY: SECOND PARTY:

By :

GIL A. DALIGDIG ANELYN L. DAUBNY

Hubang, San San Francisco Mobile No._________
Mobile No. 09202120233

IN WITNESS WHEREOF, the parties have hereunto affixed their

hands this ___th day of December 2010, in San Francisco, Agusan
del Sur, Philippines.
 PACIFIC-RIM MINING CORPORATION
FIRST PARTY SECOND PARTY

Represented by: Rep. by:

GIL A. DALIGDIG ANELYN L. DAUBNEY

Chief Executive Officer

With our conformity:

GILDA ABUEL
CTC No. on
At

BARDO BANDO
CTC No. on
At

ELISEO MALTOS, JR.

CTC No. on
At

LOVENIA MEJORADA
CTC No. on
At

RENE MALTOS
CTC No. on
At

ERNESTO BANDO
CTC No. on
At

TEODORICO CERNA
CTC No. on
At
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF AGUSAN DEL SUR )
MUNICIPALITY OF SAN FRANCISCO )SS

ACKNOWLEDGMENT
 BEFORE ME, this ___ day of December 2010 at San Francisco,
Agusan del Sur, personally appeared the above-named persons
represented to me to be the same persons who executed the
foregoing instrument, and they acknowledged to me that the same
are their free acts and deeds.

The parties and their witnesses at the left margin of each

and every page have signed this instrument consisting of 3 pages
including this page hereof.

WITNESS MY HAND AND SEAL, the day, year and place above-
mentioned.

LEON O. MONTILLA, JR.

Notary Public
Until December 31, 2010
IBP Lifetime No. 03110
PTR No. 2966815 on 1-12-10
At Agusan del Sur
Roll No. 44691
Doc. No.
Page No.
Book No. 95
Series of 2010