(a)

Exhibits

I.	Introduction.

A.

Purpose: The parities hereto agree to form, fund, and operate a business enterprise for their mutual benefit and profit. The new enterprise will be formed for the purpose of mining calcium carbonate (also referred to as high grade calcium carbonate, calcite, calcite marble and/or marble; for purposes of this document it will be referenced henceforth as “calcium carbonate”) and basalt ore from mineral properties under a long-term lease by TWM, portions of which will be sub-leased to the new company as part of this Agreement, to convert those ores into construction grade materials and industrial and chemical grade industrial fillers, extenders, granules, and powders in quality and quantities to economically satisfy current and future customer demands, and to expand to other industrial mineral and construction aggregate projects as appropriate.

B.	Name of Company: The new company will be named Alpha Mineral & Chemical, L.L.C. (hereto “Newco”) and will be operated in accordance and compliance with the requirements of a fully reporting public company to the U.S. Securities and Exchange Corporation.

C.	State of Organization / Incorporation: Newco shall be organized in the state of Delaware as a Limited Liability Company.

D.

Corporate Objective: Both Parties acknowledge that this is a for-profit enterprise, other than those requirements mandated by the local planning and zoning process, by legal requirement and/or legislative statute that the Parties will seek to maximize profits while exercising proper business ethics and professional judgment. It is also the objective of the parties to take Newco public when deemed appropriate by the Board of Directors.

E.	Joint Interests: The following is set out as the joint interest of the Parties:

1.

With the signing of this Agreement, all existing industrial mineral, decorative rock and construction aggregate material projects known to or controlled by TWM and SELECT will be treated as “corporate opportunities” for Newco under this Agreement until they have been presented for consideration by the management and/or Board of Newco.

2.

After the signing of this Agreement, all new industrial mineral, decorative rock and construction aggregate material projects will be treated as “corporate opportunities” for Newco under this Agreement until they have been presented for consideration by the management and/or Board of Newco. Newco will have sufficient time to review and assess all “corporate opportunities”, as appropriate for the mineral industry; no set time limit for review will be mandated. However, Newco will do its due diligence and provide its decision regarding the subject “corporate opportunity” in a timely manner. Newco will not intentionally delay in its due diligence assessment and final determination such as to impair said “corporate opportunity”.

3.

Should Newco determine not to pursue the development of a particular “corporate opportunity”, that opportunity shall no longer be considered a “corporate opportunity” for Newco. In that case, the “rejected opportunity” will no longer be pursued by Newco, and neither of the Parties, TWM or SELECT, may individually pursue the “corporate opportunity” without the expressed approval of the Board of Newco, as set forth below.

4.

In the case where a “corporate opportunity” has been rejected by Newco, and said opportunity was previously under the control, management or ownership of one of the Parties, TWM or SELECT, the “rejected opportunity” will revert to its prior control, management or ownership and will once again be the sole responsibility of the Party, TWM or SELECT, that brought the opportunity to Newco. In that case, the Party, TWM, or SELECT, with the control, management, or ownership of the opportunity may pursue the business development of the opportunity, if and only if it meets with the three following criteria.

a.	The property and/or project, including its products, will not be in competition with business activities of Newco;

b.	The property and/or project, will not require the services of Newco employees or personnel seconded to Newco from either TWM and/or SELECT, and will not distract said persons from performing their primary duties regarding the management, operation and development of Newco; and

c.	The properties and/or projects are identified as part of this Agreement. These are listed in Section III, Subsection A, Paragraph 2, Subparagraph (a).

5.

In the case of a new project or existing project being developed or partially developed using Newco resources or personnel, and where Newco decides to suspend or quit the development of said project, the project may be spun-off to one of the Parties or an employee. In order to do so, a super majority vote is required to release the project to one of the Parties or an employee for further development or sale. This release will be accompanied by a debt to Newco of 125% of the sunk cost to date on said project.

F.	Board of Directors: Newco shall have a seven-member Board of Directors.

1.

During the period that SELECT has a balance outstanding on its original loan to Newco set forth in Section IV, Subsection A, Paragraph 1 below, SELECT will hold four (4) seats and TWM will hold three (3) seats on Newco’s Board of Directors. The Chairman of Tri-Valley Corporation, or its nominee, will hold the fourth seat held by SELECT. The Chairman shall have one vote out of a total of seven regarding decisions of the Board of Directors of Newco.

2.

Following repayment in full of the loan made by SELECT referred to above, both TWM and SELECT shall each have the right to elect three members of the Board. Those six members shall elect a seventh member of the Board who is a neutral person, not employed by, or aligned with, either TWM, SELECT, their affiliates, or any Board member of Newco. However, the individual so elected, as a seventh member of the Board will be knowledgeable in the area of business activities of Newco. The seventh member shall have one vote out of a total of seven regarding decisions of the Board of Directors of Newco. During the period when a seventh member of the Board is not elected, or in the case when the Parties cannot agree on a seventh Board member, then the corporation will operate with only six Board members. However all Board decisions will still require a simple majority or super majority (Section V, Subsection L, Paragraph 2) of the Board for passage.

3.

The seven members of the Board shall then nominate and elect from their number the Chairman of the Board of Newco. The Chairman shall serve at the pleasure of the remaining majority of the other six members of the Board for a period of two years, unless he/she resigns or is removed by a majority of the Board for good cause. The Chairman will have the responsibility of calling the meetings of the Board of Directors, acting in the general roles and responsibilities of the Chairman, and representing the company as the Chairman.

4.

At the end of each two-year term, the Chairmanship shall become subject to nomination for a person from among the seven members of the Board and elected to that position by a majority of the Board of Directors. A given individual may serve multiple terms as Chairman subject to the repeated nomination and election by a majority of the other six members of the Board of Directors.

G.	Authorized Number of Membership Units or Shares: Newco shall be authorized to issue 10,000,000 membership units or shares (“Shares”), to be vested as hereinafter set forth.

1.	TWM shall be issued 5,000,000 Shares, or fifty percent (50%) of the authorized issue at the time of company formation in exchange for the contributions it makes, as hereinafter set forth.

2.	SELECT shall be issued 5,000,000 Shares, or fifty percent (50%) of the authorized issue at the time of company formation in exchange for the contributions it makes, as hereinafter set forth.

a.	Projects owned, controlled or managed by a Party to this Agreement as of the date of signing:

b.	Projects not owned, controlled or managed by a Party to this Agreement as of the date of signing:

1.

The issue of 5,000,000 Shares of Newco shall be made in exchange for a loan commitment of $2,500,000 (US) in new funds and $150,000 (US) in historical contribution, for a total value of $2,650,000 (US) contributed by SELECT, in the form of a loan to be drawn as needed by Newco in accord with the budget attached hereto as Exhibit “B”, evidenced by a series of promissory notes, related to each drawdown, bearing interest at the rate of LIBOR plus 4%, repaid as participating loans, calculated as fifty percent (50%) of the cash flows of Newco prior to the calculation of net distributable cash flows, as defined below; or, in whole or part by way of “refinance loans” obtained by Newco hypothecating one or more of its Elk Corporation or other customer base load contracts, or a combination of payments from the cash flows of Newco prior to the calculation of net distributable cash flows and refinance loans. Refinance loans may be used for payment to SELECT by Newco so long as such refinance loans do not consume more than 50% of the EBITDDA (Earnings Before Interest, Taxes, Depreciation, Depletion, and Amortization) of the company, as that term is hereinafter defined, unless a majority of the Board approves such loan payment.

2.

The initial cash loan by SELECT to Newco shall be $650,000, in addition to the historical $150,000 for prior expenditures credited to SELECT’s account, on or about November 16, 2004. Said $650,000 shall be used to be used in accord with this Agreement of which $500,000 will be used by Newco as its initial working capital under the approved budget attached hereto as Exhibits “B.” The remainder of $150,000 shall be disbursed to TWM in accord with paragraph IV, Subsection B, Paragraph 2 below.

3.

“Net Distributable Cash Flows” for purposes of this agreement shall mean the EBIT (Earnings Before Interest and Taxes). The EBIT is that amount of money earned by Newco equal to the EBITDDA less any debt service or lease payment, less any unusual expenses, equipment replacement, and maintenance reserves, as set forth in the Pro Forma Income, Expense and Financial Statements attached hereto as Exhibits “B” and “C.”

4.

The business benefits and goodwill from the contribution of the contacts, office space, personnel, and expertise to include, but not limited to, the initial assignment of Dr. Henry Sandri to serve as Executive Director/Chief Executive Officer, and Mr. Thomas Cunningham to serve as Senior Director/ Secretary and Chief Financial Officer of Newco and together with Dr. Harold J. Noyes and Mr. F. Lynn Blystone to serve as members of the Board of Directors of Newco, with Mr. Blystone, or other such Tri-Valley Corporation’s nominee, serving as Newco’s initial Chairman.

B.	TWM Contributions:

3.	The mineral deposits, property rights, and use of the approved mining plans (permits) contributed by TWM to the Alpha Projects are more particularly described as follows:

·	All other such work product of suppliers that have provided drawings and/or specification, quotes, or advisory services to TWM regarding the mining, milling, storage, and/or transport of calcium or basalt industrial mineral products.

E.

Completion of Funding: SELECT will have been deemed to have completed its funding commitment when either it has provided Newco a maximum of $2,500,000 per the funding commitment hereto referenced in the Agreement, or when it has provided Newco with sufficient funding for the Alpha Projects, including sufficient working capital for operating purposes, such that the Alpha Projects are operating as intended and two consecutive quarters of positive cash flows are generated, whichever comes first, but in no case is Select funding obligated to exceed $2,500.000. At that point, SELECT will have been deemed to be completed its funding commitment to Newco. Notwithstanding the above, SELECT’s funding commitment is intended as a one-time draw and not intended to recycle as a continual line of credit.

F.

Failure to Fund: Should SELECT fail to fund the development of the Alpha Projects as herein set forth, up to $2,500,000, TWM shall have the first right, but not the obligation, to buy out SELECT’s fifty percent (50%) interest in Newco for a sum equal to one hundred and twenty-five percent (125%) of the actual cash invested and historical contribution, including outstanding interest, to the date of default by SELECT. TWM will have sixty (60) business days to purchase the outstanding interest of SELECT, unless otherwise negotiated. After such payment by TWM, SELECT will have no further financial or management interest in the Newco, nor will it be associated with, or have rights in or to, the Alpha or Beta Projects as those projects are set forth in this Agreement. Following such payment, neither TWM or its founders and officers will have any further obligation of any kind to SELECT. In the event that TWM is unable to purchase SELECT’s fifty percent interest (50%) in Newco, SELECT will have two options:

G.

Staged Repayment of the TWM Loan: TWM is providing mineral resources, work product, the use of existing mining plans (permits) etc. in its possession prior to the formation of Newco, in order to support the successful development of the Alpha Project and Beta Projects. The Parties have valued these contributions hereto, at $2,500,000 for purposes of this agreement. Said $2,500,000 will be paid to TWM in two separate stages.

H.

Replacement Capital Reserve and the Distribution of Cash Flows from Beta Projects: Of the net distributable cash flows generated by the Beta Project(s), twenty percent (20%) may be retained by the Newco as replacement capital reserves to be used for expansion of the company’s business, may be used for other company business, or may be distributed to the shareholders subject to a vote of the Board of Directors. The remaining eighty percent (80%) shall be distributed fifty percent (50%) to each TWM and SELECT unless otherwise directed by a super majority of Newco’s Board of Directors.

I.	Support Services, Administrative Fees, Compensation for the Full Time Employees, Staff, and Management, and Payment of the General Overhead of Newco:

1.

Support Services and Administrative Fees: SELECT and TWM shall each provide facilities, equipment, time, and organizational support (the Support Services) as required in the formation and on-going operations of Newco. Newco shall pay the sum of $500,000 per year each to SELECT and TWM as an administrative fee for providing such Support Services. Said sums shall be paid in eleven (11) equal monthly installments of $41,666, plus a twelfth (12th) payment of $41,674, to equal $500,000 each, in advance, from the date of initiation of operations of Newco expected to commence on or about November 15, 2004. Said sum shall be adjusted annually for increases or decreases in the cost of living as published annually by the U.S. Department of Commerce, or other such government agency tasked with that responsibility. Said $500,000 fee to each of the Parties may be reduced to $250,000 each for any given year, to achieve a break-even EBIT, provided that the amount reduced is evidenced by promissory notes given to the deferring Party to be repaid in the future from first EBITDDA earnings in subsequent years. Said notes will bear simple interest at a rate of LIBOR plus 4% per annum.

2.

Payment for Full Time Employees, Staff, Management, and General Overhead of Newco: Newco shall pay the costs of its full time employees, staff, management, seconded employees, consultants, direct operating expenses and general overhead firstly, from the working capital allocated in the Use of Proceeds and Budget attached hereto as Exhibits “A” and “B” during its start-up phase. Thereafter, from the revenues generated by it from the manufacture and sale of industrial mineral fillers, extenders, granules, powders, construction aggregates, and decorative rock produced by the Alpha Projects and any subsequent Beta Projects undertaken by the company, from corporate financings and corporate debt, and from any other sources available to Newco as a standard business practice.

J.

Equity Interest and First Right of Refusal to Purchase Shares: SELECT and TWM shall grant to each other a first right of refusal to purchase any shares that are to be offered, given or assigned to any third-party, other than subsidiaries, affiliates, divisions of the corporations, and in the case of individual share holders, as in the case of TWM, its shareholders, their immediate family members, family trusts or family businesses, or, upon the event of a public offering.

K.	Roles of the Parties to This Agreement, the Board of Directors, Managers, and Employees:

L.	Required Vote of the Board of Directors: Each member of the Board of Directors shall have one vote.

a.	To change the general business objectives and operational focus of the company.

b.

To increase, or decrease the salaries or declare bonuses for the executives and officers of the company from those set forth in this Agreement and in the general budget, except in the event Newco is operating at a deficit and salaries need to be reduced as part of a plan to balance the company budget, or other such emergency requirement.

c.	To sell all or part of the company, form a joint venture with another company, acquire, or merge with another company.

d.	To sell all or part of a specific project, form a joint venture with another company on a project, acquire a project, or merge a project with another company.

e.	To dissolve Newco.

f.	To agree on an internal dilution of one Party by the other Party due to under funding of a cash call.

g.	To list the company on a public exchange.

h.	To borrow money outside the normal course of business, as set forth in the approved business plan and budget.

i.	To undertake debt via a hypothecation of an existing contract or contracts.

j.	To admit third-party investors into the company or into specific projects.

k.	To take any action that might adversely affect any shareholder’s interests in the business.

l.	To retain more that twenty percent (20%) of the annual net cash flow (profits) of the company as “replacement capital reserve.”

m.	To eliminate a quarterly distribution of eighty percent (80%) of the company’s net cash flows after setting aside reasonable reserves for replacement of equipment, operating emergencies, debt service, employee benefits, land reclamation, geological exploration, and product research.

n.	To change the requirement for a super-majority vote, or the provisions for its use or, otherwise modify its use from that set forth in this Agreement.

M.

Profits: Profits will be distributed as hereinabove set forth in this Agreement based on a Board of Directors’ decision, subject to the above qualifications and conditions requiring a super majority vote of the shares represented on the Board of Directors. It will not be in the interest of Newco to maintain a pool of earnings in excess of the company’s anticipated requirements or above average standards for the industrial minerals and mining industries.

N.	Additional Project Funding: Both Parties agree that for the continuation of the Alpha Projects (replacement capital for example) and for the Beta Projects, funding will be made available from the following sources:

O.

Insufficient Operating Capital: In the event that funding for required operations of Newco is insufficient from normal operations of the company, loans from SELECT under this Agreement, hypothecation of customer base-load contracts, bank lines-of-credit, or, other traditional sources as listed above, the Parties hereto can determine to resolve the problem by electing to implement one or a combination of the following strategies:

1.

Internal Loans: Funding can be sought from one or both Parties to this Agreement. In this case, the funding Party(s) will have the option of providing one or more loans to the Newco at the rate of LIBOR plus 10% per annum, to be repaid at a rate over time to be negotiated. Each Party may loan equal or unequal sums in accord with their negotiated agreement; or;

2.	Third-Party Dilution: Dilution may occur by way of accepting an equity investment from a third party. There are two scenarios for third party dilution:

3.

Valuation of Newco for Dilution: For purposes of this Agreement, Newco will have a value of $5,000,000, plus any additional net capital contributions as of that date, of which each of the Parties will have a 50% valuation position, assuming no dilution by either Party has taken place as of that date.

4.

Sale of Newco: The Parties hereto may elect to sell Newco in its entirety, in which case the net proceeds will be used to first pay the Company’s obligations in full to the extent possible, and distribute the remaining proceeds if any, to the shareholders of Newco in proportion to their shareholdings.

5.

Dissolve Newco: Provided the Company has no outstanding, unpaid obligations, the Parties hereto can elect to cease operations and dissolve Newco. In this case, the assets of the Company will either be sold and the proceeds divided between shareholders; or, the assets may be valued and divided equally and distributed to the shareholders.

6.

Outstanding Obligations: If the Company has outstanding and unpaid obligations, then the assets in part or whole shall be sold to the extent required to generate sufficient funds to first pay the outstanding and unpaid obligations of the Company to the extent possible; thereafter, the net balance of the sale proceeds together with any remaining assets, if any, will be divided equally and distributed to the shareholders in proportion to their shareholdings in which case both Parties would receive their proportional share of the remaining assets together with their proportionate share of any profits and/or losses from the disposition.

P.

Sale or Dissolution of Newco: In the event that sufficient operating capital is not obtained in a timely manner by one or more of the options set forth in Subsections N and O above, the Parties hereto agree to elect to sell and/or dissolve Newco in a manner and time frame to allow sufficient time to accomplish an orderly sale and/or dissolution to occur in a manner and time period to achieve the best possible results for the shareholders to resolve the initial and subsequent cash flow shortfall and to either make a profit, achieve a return of invested capital, or reduce to the extent possible, a loss of invested capital.