Baja Mining Corp.

First Goldwater Resources Inc., (the "Issuer") entered into a letter agreement with the shareholders of Mintec International Corporation (“Mintec”), a Barbados International Business Corporation, on the 2nd day of December 2003, pursuant to which such shareholders agreed to exchange all the issued and outstanding shares of Mintec for 40,000,000 shares in the capital stock of the Issuer. The share exchange is subject to the Issuer completing an equity issue to raise a minimum of $10 million at not less than $1 per share. The share exchange will result in a change of control of the Issuer (the “RTO”).