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Exhibit 10.28    
    


ASSIGNMENT OF DEBT  


THIS
DEED is made on the 5th day of May 2005. 



	BETWEEN:	CONTINENTAL GOLDFIELDS LIMITED (ACN 009 206 473) a company duly incorporated in the state of Western Australia and having its registered office at 945 Wellington Street, West Perth in
the said State ("the Assignor").
	
AND:	

VISTA GOLD CORP a corporation continued under the terms of the Yukon territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America
("the Assignee").





In
this Agreement, the Assignor and the Assignee shall be referred to jointly as the "Parties" and individually as the
"Party". 


BACKGROUND  


	A.
	This
Agreement relates to the debt between PT Masmindo DWI Area as the debtor ("Debtor") and the Assignee as the lender.



	B.
	The
debt owing by the Assignor to the Assignee on the date hereof is US $ 27,948.00 inclusive of any applicable interest ("Outstanding
Amount"). 



AGREEMENT  


	1.
	INTERPRETATION



	1.1
	Definitions
and Constructions.    In this Agreement unless the context otherwise requires: 



"Debt" means any and all receivables, rights, title and interests of the Assignor over the Outstanding Amount and all rights and entitlements under the
debt, including but not limited to the right to receive repayment of the Outstanding Amount and any other rights related thereto under any applicable laws and regulations. 


"Effective Date" means the date hereof. 



	2.
	ASSIGNMENT



	2.1
	Assignment.    On
the Effective Date, the Assignor hereby sells, assigns and transfers to the Assignee free from all encumbrances the Debt and
the Assignee hereby purchases and accepts the assignment and transfer of the Debt from the Assignor. 


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	2.2
	Assumption.    The
Assignee hereby agrees, on the Effective Date, to assume and be bound by the Assignor's obligations, duties and liabilities
under the Debt.



	2.3
	Notice
of Assignment.    To give effect to the sale, assignment and transfer of the Assigned Rights under this Agreement to the Assignee, the
Assignor shall notify and obtain acknowledgment in writing from the Debtor in a form as set out in Schedule of this Agreement.



	2.4
	Payments.    As
consideration for the assignment and sale as provided in Clause 2 of this Agreement, the Assignee shall pay to the
Assignor on the date hereof the amount of US $1.00.



	2.5
	Amounts
after Effective Date.    Each of the Assignor and the Assignee hereby agrees that if it receives any amount for the debt which is for
the account of the other Party, it shall receive the same for the account of such other Party to the extent of such other Party's interest therein and shall promptly pay the same to such other Party.



	3.
	MISCELLANEOUS



	3.1
	This
Deed is governed by and construed in accordance with the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of its courts.



	3.2
	Any
notice or communication given or made under this Assignment shall be in writing and delivered or sent to the relevant party at its address or fax number set out below
(or such other address or fax number as the addressee has, by five (5) Business Days prior written notice, specified to the other Patties): 



The
Assignor:        +618 9388 0676

The Assignee:        720-981-1186 


Any
notice or other communication delivered or sent in accordance with this provision to the relevant party shall be deemed to have been delivered (a) if hand delivered, when actually delivered
to the relevant address; (b) if given or sent by fax, when dispatched as evidenced by a transmission transcript. 



	3.3
	This
Deed can be executed in counterparts and all counterparts taken together shall form one and the same document. 


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IN
WITNESS the Parties have executed this deed on the date first written above. 



	THE COMMON SEAL OF CONTINENTAL

GOLDFIELDS LIMITED

(ACN 009 125 651)
 was hereunto affixed by Order of the

Board of Directors in the presence of:	 	 
	
 /s/  PETER LANDAU      
 Secretary: Peter Landau	
 	

/s/  C.P. MOYTART      
 Director: C.P. Moytart
	
 THE COMMON SEAL OF
 VISTA GOLD CORP
 was hereunto affixed by Order of the

Board of Directors in the presence of:	
 	

 
	
 /s/  GREGORY G. MARLIER      
 Asst. Secretary: Gregory G. Marlier	
 	

/s/  M.B. RICHINGS      
 Director: M.B. Richings




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Schedule

Form Notice of Assignment



5 May 2005 


PT MASMINDO DWI AREA
  C/. JI. Widjaya No.8

Kebayoran Baru

Jakarta 12170

INDONESIA 


Attention:  President Director


Dear
Sirs, 


Re: NOTICE OF ASSIGNMENT


Reference
is made to the Assignment of Debt dated 5 May 2005 between ourselves, as the assignor ("Assignor") and Vista Gold Corp, as the
assignee ("Assignee"). 


The
Assignor hereby gives PT Masmindo DWI Area notice that the Assignor has assigned all of its rights and benefits under the Deed dated 5 May 2005. 



Accordingly,
please regard the Assignee as being in a11 respect entitled to all of our rights and benefits for the Debt and any outstanding amount thereunder, and with effect from the Effective
Date. 


Any
notice or other communication in connection with the Debt should be addressed to: 



VISTA GOLD CORP

Suite 5, 7961 Shaffer Parkway

Littleton, Colorado 80127

United States of America 




Please
acknowledge this Notice of Assignment in the space provided below and return the original to us with a copy to the Assignee by facsimile
0011-1-720-981-1186. 


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Upon
signing of this Notice of Assignment you agree to release us from any claims whatsoever that you may have against us in respect of the Debt. 


Yours
faithfully,
 CONTINENTAL GOLDFIELDS LIMITED



	Signed:	/s/  PETER LANDAU      
 Name: Peter Landau

Title: Director/G. Sec.	 





We
acknowledge receipt of the above notice and agree to be bound by its terms: 


PT MASMINDO DWI AREA



	Signed:	/s/  W. J. CROSSLEY      
 Name: William John Crossley

Title: President Director	 




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Exhibit 10.28