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Management Agreement

THISMANAGEMENTAGREEMENT
(the "Agreement") effective as of the 7th day of May 2007.

|**BETWEEN** |                             |                    
|----------- | --------------------------- | -------------------
|            | BUCKINGHAM EXPLORATION INC. |                    
|            | 502 - 1978 Vine Street      |                    
|            | Vancouver, BC               |                    
|            | V6K 4S1 Canada              |                    
|            |                             |                    
|            |                             | (the
"Company")    
|**AND**     |                             |                    
|            | CHRISTOPHER ROBIN RELPH     |                    
|            | 15 Nebuck House             |                    
|            | Olde Towne at Sandyport     |                    
|            | West Bay Street             |                    
|            | Nassau, Bahamas             |                    
|            |                             |                    
|            |                             | (the
  Executive)

WHEREAS:

|A | The Company is engaged in the acquisition of mining
      rights and the exploration of mining properties; and
|- | --------------------------------------------------------------------------------------------------------------
|  |                                                                                                               
|B | The Company and the Executive have agreed to enter into a
      management agreement for their mutual benefit.

THIS AGREEMENT WITNESSES that the parties have agreed
that the terms and conditions of the relationship shall be as follows:

|1   | Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1 | The Company appointed the Executive to undertake the
      duties and exercise the powers as President, Chief Executive Officer
      and Chief Financial Officerof the Company as may be requested of
      the Executive by the Company, and in the other offices to which the
      Executive may be appointed by the subsidiary companies of the Company, and
      the Executive accepts the office, on the terms and conditions set forth in
      this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2   | Term                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.1 | This Agreement shall commence with effect from May 7,
      2007 and shall continue until terminated in accordance with the provisions
      of clause 6 of this Agreement.                                                                                                                                                                                                                                                                                             

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|3   | Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1 | The fixed remuneration of the Executive for his or her
      services shall be at the rate of US$10,000 per month commencing March 1,
      2007, payable at the beginning of each month, or accruing as a debt owing
      by the Company to the Executive beginning on March 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2 | In addition, the Company shall grant to the Executive
      2,000,000 options (the Options) to purchase common shares in the Company
      at a purchase price of US$0.10/share. The Options shall vest immediately
      upon execution of this Agreement and have an expiration date of 3 years
      from the date of this Agreement. Further terms of the Options are set out
      in an Option Agreement between the Company and the Executive dated May 7,
      2007. In addition, the Executive may be compensated with further options
      from time to time, at the discretion of the board of directors of the
      Company.                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.3 | In addition to the above compensation, the Company, at
      its discretion, may award an annual bonus to the Executive, based on
      performance and as per industry standards, which bonus may not be given at
      all in any year. The payment of a bonus in any year shall not be
      considered a precedent for any later year and the payment shall not fetter
      the Companys absolute discretion in future years to pay or not to pay a
      bonus.                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4   | Authority                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1 | The Executive shall have, subject always to the general
      or specific instructions and directions of the Board of Directors of the
      Company, full power and authority to manage and direct the business and
      affairs of the Company (except only the matters and duties as by law must
      be transacted or performed by the Board of Directors or by the
      shareholders of the Company in general meeting), including power and
      authority to enter into contracts, engagements or commitments of every
      nature or kind in the name of and on behalf of the Company and to engage
      and employ and to dismiss all managers and other employees and agents of
      the Company other than officers of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2 | The Executive shall conform to all lawful instructions
      and directions given to the Executive by the Board of Directors of the
      Company, and obey and carry out the Bylaws of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5   | Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1 | The Executive acknowledges that as the President and
      Chief Executive Officer and in any other position as the Executive may
      hold, he or she will acquire information about certain matters and things
      which are confidential to the Company, and which information is the
      exclusive property of the Company, including:                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2 | The Executive acknowledges that the information referred
      to in clause 5.1 could be used to the detriment of the Company.
      Accordingly, the Executive undertakes not to disclose same to any third
      party either during the term of this Agreement (except as may be necessary
      in the proper provision of the Executives services under this Agreement),
      or after the termination of this Agreement, except with the written
      permission of an officer of the Company.                                                                                                                                                                                                                                              

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|6    | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.1  | Either the Company or the Executive may terminate this
      Agreement at any time, provided that 14 days notice has been delivered by
      the party terminating the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7    | Companys Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1  | The Executive acknowledges that all items of any and
      every nature or kind created or used by the Executive pursuant to this
      Agreement, or furnished by the Company to the Executive, and all
      equipment, automobiles, credit cards, books, records, reports, files,
      diskettes, manuals, literature, confidential information or other
      materials, shall remain and be considered the exclusive property of the
      Company at all times and shall be surrendered to the Company, in good
      condition, promptly at the request of the Company, or in the absence of a
      request, on the termination of this Agreement. The Executive hereby
      assigns any and all copyright to the Company on all literary and other
      artistic works created for the benefit of the Company towards which the
      Executive contributes, and the Executive waives any and all moral rights
      that may be associated with such works.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8    | Assignment of Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.1  | The rights which accrue to the Company under this
      Agreement shall pass to its successors or assigns. The rights of the
      Executive under this Agreement are not assignable or transferable in any
      manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9    | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1  | Any notice required or permitted to be given to the
      Executive shall be sufficiently given if delivered to the Executive
      personally or if mailed by registered mail to the Executives address last
      known to the Company, or if delivered to the Executive via
    facsimile.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.2  | Any notice required or permitted to be given to the
      Company shall be sufficiently given if mailed by registered mail to the
      Companys head office at its address last known to the Executive, or if
      delivered to the Company via facsimile.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10   | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1 | In the event that any provision or part of this Agreement
      shall be deemed void or invalid by a court of competent jurisdiction, the
      remaining provisions or parts shall be and remain in full force and
      effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|11   | Currency                                                                                          
|---- | --------------------------------------------------------------------------------------------------
|     |                                                                                                   
|11.1 | All references to currency in this Agreement, unless
      otherwise indicated, are to US dollars.

IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, the day, month and year first written.

BUCKINGHAM EXPLORATION INC. by its authorized signatory

|Per:                               | 
|---------------------------------- | 
|*/s/ Christopher Robin Relph*      | 
|Christopher Robin Relph, President | 
|                                   | 
|Executive:                         | 
|*/s/ Christopher Robin Relph*      | 
|Christopher Robin Relph            | 

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