EXHIBITS following the body of the complaint

EXHIBITS following the body of the complaint

I will highlight a few things here-- all bracketed material is my explanation and bold highlighting and underlining is mine-the crossed out lines are not crossed out in the original- that was the PC's own continuous mysterious contribution after posting each time

adumbrated to show the jurisdictional provisions-repeatedly says Ca is jurisdiction except for the alternative NAFTA provision CWRN implies it wasnt even aware of-and CWRN stated in Tx that Calif was the proper Jurisdiction-and last summer when I contacted Bob about the Texas case he was surprised and wasnt even aware of it- hadnt been served yet-and I believe he said Calif was the proper venue

EXHIBIT A

MEMORANDUM OF UNDERSTANDING

1.
INTRODUCTION
PAN AMERICAN MINERALS VENTURES S.A. DE C.V. ENSENADA BAJA CALIFORNIA, MEXICO
HEREINAFTER PAN AM} AND GEOTECH J.S. GROUP (HEREAFTER KNOWN AS U.S. INVESTORS)
.ere by mutually agree to enter into this Memorandum of Understanding as that contains the following recitals and
lutual covenants to effectuate interim capital contribution by the latter in exchange for the construction, operation
id extraction of Iron Ore at or near the City of Ensenada, State of Baja California, Mexico:

II.
PREFATORY RECITALS
PAN AM and U.S. INVESTORS understand that this document is a precursor to a formal Joint Venture Agreemen t


PAM AM and U.S. INVESTORS understand that this document does, however, represent an "investment" under
article 1139 of the North American Free Trade Agreement (HEREINAFTER REFERRED TO "NAFTA") insofar
as the capital contribution is being provided in exchange for extraction of IRON ORE in Baja California, Mexico.
which qualifies as a good, product or "other property, tangible or intangible, acquired in expectation or used for the
.irpose of economic benefit or other business purposes or International commerce. Therefore, PAN AM and
.S. INVESTORS stipulate-voluntarily, without coercion, duress, or other legally cognizable disability to the
jurisdictional tribunal procedures under NAFTA via the gateway of Article 1101 in the event of any disputes arising
om this Memorandum of Understanding dated May 7, 20 10 after exploring alternative dispute resolution via mediation
y a mutually agreed upon mediator.

US INVESTORS at all times promise that it will maintain all financial/accounting records for
all related concession projects in Baja California, Mexico.

Pan Am & Geotech JS MOU

IN WITNESS WHEREOF, the party's representative having the authority to bind its principal in contract hereby
Duly Affix their signatures this May 06, 2010 in the City of San Diego, State of California, USA. [which gives Calif personal jurisdiction over the signatories]

EXHIBIT B

FARM-IN SECURITY AGREEMENT

THIS FARM-IN SECURITY AGREEMENT (the "Agreement") made and entered into this 21ST day of September, 2010
(the "Execution Date") by and between the signatories herein under, (the parties hereto):

PANAMERICAN MINERALS VENTURES S.A. de C.V., Ensenada, Baja California, Mexico (herein after referred to as
"PanAm") and GEOTECH J.S. GROUP, Inc. a Texas Corporation, U.S.A. (herein after referred to as "Geotech")

This agreement is pursuant to the Memorandum of Understanding executed on May 6`" 2010 , by and between the
parties signatory herein under and shall be by extension referred to as amendment no. I, of said MOU.

Jurisdiction: This agreement shall by mutual consent be legally bound by any United States Federal District Court.


EXHIBIT D

JOINT VENTURE AGREEMENT

1. By this Agreement the Parties signatory herein enter into a joint venture
(the "Venture") in accordance with the laws of the State of California. The rights
and obligations of the Parties will be as stated in the applicable legislation of the
State of California (the "Act") except as otherwise provided herein.
Purpose, Commitments and Duties

18. PanAm is a wholly owned subsidiary of Cotton & Western Mining, Inc. U.S.A.,
through a Corporate Consent Resolution; the Company is a "Trustee Company"
held in trust by the officers and directors of Cotton & Western Mining, Inc.
Signatory Consent of this Agreement shall be acknowledged by the Chief
Executive Officer of Cotton & Western Mining, Inc.

19. This Joint Venture Agreement shall supersede any other prior agreements or
contracts and will continue to be effective and in full force for a minimum of ten
(10) years or until terminated as provided in this Agreement. The effective term
date of this agreement shall be as of the date first written above.

Place of Businesses

Jurisdiction

54. The Parties hereto submit to the jurisdiction of the courts of the State of California
for the enforcement of this Agreement or any arbitration award or decision arising
from this Agreement [my emphasis]
Mediation and Arbitration

55. In the event a dispute arises out of or in connection with this Agreement the
parties will attempt to resolve the dispute through friendly channel of dispute
resolution.
56. If the dispute is not resolved within a reasonable period of time; then any or all
outstanding issues may be submitted to mediation in accordance with any
statutory rules of mediation. If mediation is not successful in resolving the entire
dispute or is unavailable, any outstanding issues will be submitted to final and
binding arbitration in accordance with the laws of the State of California . The
arbitrator's award will be final, and judgment may be entered upon it by any court
having jurisdiction within the State of California . In the alternative ,
the parties may submit the dispute to the Jurisdictional tribunal procedures under NAFTA
via the gateway of Article 1101 for resolution since Article 1139 of the North
American Free Trade Agreement (NAFTA) insofar as the capital contribution is
being provided by Geotech, (A U.S. Corporation) in exchange for extraction of
iron ore in Baja California, Mexico from PanAm which qualifies as good, product
or "other property, tangible or intangible, acquired in expectation or used for the
purpose of economic benefit or other business purposes or international
commerce.

58. For the purpose of this Agreement, the following terms are defined as follows:
a. "Capital Contributions" The capital contribution to the Joint Venture actually
made by the parties, including property, cash and any additional capital
contributions made.

59. This Joint Venture Agreement is termed a contractual joint venture and will not
constitute a Partnership. Parties will provide services to one another on an arms'.
length basis while remaining independent business entities. There will be no
pooling of profits and losses. Each Party signatory hereto shall be responsible
only for its own actions and will not be jointly or severally liable for the actions of
the other Party.

PANAMERICAN MINERALS VENTURES, S.A. de C.V.
ENSENADA, BAJA CALIFORNIA, MEXICO

Sharon X-caret Vazquez Monroy
President

Fiduciary Parent Company of Panamerican Minerals Ventures, S.A. de C.V.
Agreement for Signatory Consent by Cotton & Western Mining. Inc.

Exhibit E


JOINT VENTURE AGREEMENT
For
The Baja Pacific Guadalupe Iron Mineral Mining Project
[this JV agreement apparently was not finalized-check back w the complaint section-because its at this time the parties had a fatal falling out and CWRN claims in the complaint that Geo changed terms to make them more favorable to Geo in this proposed JVA and CWRN barred Geo from the mine August 2011]


INTRODUCTION/BACKGROUND

This agreement to be executed arisen from the parties prior business arrangement whereby GEOTECH and
Bob Cotton entered into a prior JV Agreement dated September 26, 2010 attached herein based upon an
MOU May 06, 2010 whereby GEOTECH was to invest capital into the "Guadalupe" mining project The
parties now wish to create a completely new Joint Venture agreement based upon the aforementioned
written instruments. Prior and up to the date of execution of the new Joint Venture, GEOTECH has already
funded millions [ 1 million?]  USD (See Exhibit A) and $600,000 of mining equipments (See Exhibit


Now, the parties wish to create a brand new joint venture .....

THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this ____ day of
August, 2011 (the "Agreement Effective Date")

BY and BETWEEN the parties hereto and whose legal representatives are signatory herein under and such
signatories have full corporate authority to enter into the agreement under the terms and conditions set forth
hereinafter:

RECITALS:


Cotton & Western Mining, Inc., a U.S.A. Nevada State Public Corporation whose address is:
5823 Caldicote Street
Humble, Texas 77346 together with its subsidiary Mexico operating company;


PanAmerican Minerals Ventures, S.A. de C.V. Mexico, a Baja California State Society whose address is:
Blvd. TenienteAzuetaNo. 130, Int 213
Col. Recinto Portuario,
Ensenada, B.C., Mexico. (Where Company and Subsidiary are herein after referred to as PanAm)


and for

Geo J.S. Tech Group, Inc., U.S.A. a Texas Corporation whose address is:
6360 Corporate Drive
Houston, Texas 77036 together with its subsidiary Mexico operating company;


Geotech Group, S.A. de C.V. Mexico, a Baja California State Society
Whose address is:
Blvd. Teniente Azueta No. 130, Int. 222
Col. Recinto Portuario,
Ensenada, B.C., Mexico. (Where Company and Subsidiary are herein after referred to as Geotech)

WHEREAS, the parties are desirous of forming a joint venture (the "Venture"), under the laws of the State [of Calif--THE STATE is mysteriously left out in this new proposed by Geo JVA]
of by execution of this Agreement for the purposes set forth herein (Operating Agreement to
be incorporated into the LLC to be formed??) and are desirous of fixing and defining between
themselves their respective responsibilities, interests, and liabilities in connection with the performance
exploration, exploitation, processing, transporting, and marketing of finished raw crude iron ores from the
"Mina Guadalupe" iron mineral mining project ;

1.1 JOINT VENTURE COMPANY FORMATION
(a) The Ventura's do hereby form a joint venture pursuant to the laws of the State of[Calif] in order
for the Venture to carry on the purposes for which provision is made herein.
The Ventura's shall execute such certificates as may be required by the laws of the State of [Ca]

(b)
or of any other state in order for the Venture to operate its business and shall do all
other acts and things requisite for the continuation of the Venture as a joint venture pursuant to
applicable law.

(c) The Ventura's shall form a "Limited Liability Corporation (LLC)" under the laws of the state of  [Calif]
and further register and incorporate the company under the foreign investment act
of the Republic of Mexico. This Agreement shall serve as the operating agreement for said
LLC and is the governing instrument for the operation of such LLC???