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<br />Exhibit C <br />ME~~IORANDUM OF UNDERSTANDING <br />BETWEEN THE <br />COLORADO DIVISION OF MINERALS AND GEOLOGY <br />A:ND <br />BATTLE MOUNTAIN RESOURCES, INC. <br />This MEMORANDUM OF UNDERSTANDING, hereinafter referred to as the <br />MOU, is entered into between the Colorado Division of Minerals and Geollogy, hereinafter <br />referred to as "DMG," and Battle Mountain Resources, Inc., hereinaftet referred to as <br />"BMRI" ("the Parties"). <br />I. PURPOSE <br />The purpose of this MOU is to establish and maintain coordination end concurrence <br />between DMG and BMRI of their respective individual responsibilities plertaining to the <br />administration of "Agreement for Environmental Sampling Services" entered between BMRI <br />and Water, Waste and Land, Inc. (hereinafter referred to as "third party sampling <br />contractor") to conduct independent sampling and analysis of certain monitoring points <br />associated with the tailings facility at the San Luis mine, a gold mine BI~IRI operates in <br />Costilla County, Colorado pursuant to Colorado Mined Land Reclitmation Board <br />(hereinafter referred to as "Board") Permit No. M-38-112. Such sampling and analysis is <br />required by a Notice of Violation and Order issued by the Board on May 23, 1992. The <br />purpose of the independent sampling and analysis is to verify BMRI monitorfing data derived <br />from the tailings facility. <br />II. COMPLIANCE WITH MOU <br />Both DMG and BMRI affirm that they shall comply with the provisions of this MOU <br />and that they shall continue to meet the conditions and requirements Specified in this <br />document. <br />III. OBLIGATIONS OF BMRI <br />Under the terms of this MOU, BMRI shall: <br />1. Contract, by way of the Agreement for Environmental Sampling Services ("the <br />Contract"), with a third party contractor to conduct independent sampling and <br />analysis of certain monitoring points associated with the tailings facility at the <br />San Luis mine located at its facility in Costilla Country, Colorado in <br />