EXHIBIT 4.1


                            SHARE EXCHANGE AGREEMENT








                                     AMONG:


                THE SHAREHOLDERS OF LEXINGTON OIL & GAS LTD. CO.




                                      AND:


                          LEXINGTON OIL & GAS LTD. CO.




                                      AND:


                              INTERGOLD CORPORATION
                CHANGING ITS NAME TO "LEXINGTON RESOURCES, INC."






                          LEXINGTON OIL & GAS LTD. CO.
                                   3218 NS 372
                           Holdenville, Oklahoma 74848


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                            SHARE EXCHANGE AGREEMENT


                  THIS SHARE EXCHANGE  AGREEMENT is made and dated for reference
effective as at November 19, 2003 (the "EFFECTIVE DATE").

AMONG:

                  THE UNDERSIGNED  SHAREHOLDERS OF LEXINGTON OIL & GAS LTD. CO.,
                  each having an address for notice and delivery located at 3218
                  NS 372, Holdenville, Oklahoma 74848

                  (each such shareholder being hereinafter  singularly  referred
                  to as a "VENDOR" and collectively referred to as the "VENDORS"
                  as the context so requires");

                                                               OF THE FIRST PART

AND:

                  LEXINGTON OIL & GAS LTD. CO., a company incorporated under the
                  laws of the State of Oklahoma,  U.S.A.,  and having an address
                  for notice and delivery  located at 3218 NS 372,  Holdenville,
                  Oklahoma 74848

                  (the "COMPANY");
                                                              OF THE SECOND PART

AND:

                  INTERGOLD  CORPORATION,  a company incorporated under the laws
                  of the State of Nevada,  U.S.A.,  and  having an  address  for
                  notice and delivery located at 435 Martin Street,  Suite 2000,
                  Blaine, Washington, U.S.A., 98230

                  (the "PURCHASER");
                                                               OF THE THIRD PART

                  (the Vendors,  the Company and the Purchaser being hereinafter
                  singularly  also  referred  to as a "PARTY"  and  collectively
                  referred to as the "PARTIES" as the context so requires).


                  WHEREAS:

A. The Company is a body corporate  subsisting under and registered  pursuant to
the laws of the State of Nevada, U.S.A.;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -2-


B. The Company is presently  engaged in the business of oil and gas  development
and production (collectively, the "COMPANY'S BUSINESS");


C. The  Vendors  are the legal  and  beneficial  owners of all of the  3,000,000
presently  issued and  outstanding  common  shares in the capital of the Company
(each a "PURCHASED  SHARE");  the  particulars  of the registered and beneficial
ownership  of such  Purchased  Shares  being set forth in Schedule  "A" which is
attached hereto and which forms a material part hereof;


D. In  accordance  with the terms and  conditions  herein,  the  Company and the
Purchaser  therein  agreed to use their best efforts to  initiate,  complete and
enter  into a  formal  agreement  whereby  the  Vendors  would  sell  all of the
Purchased  Shares to the Purchaser  upon the general terms and conditions as set
forth herein; and


E. The Parties hereto have agreed to enter into this agreement (the "AGREEMENT")
which formalizes and replaces, in its entirety,  any Agreement In Principle,  as
contemplated and required by the terms of the Agreement In Principle,  and which
clarifies  their  respective  duties  and  obligations  in  connection  with the
purchase  by the  Purchaser  from the  Vendors  of all of the  Purchased  Shares
together with the further development of the Company's Business as a consequence
thereof;


                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual promises,  covenants and agreements herein contained,  THE PARTIES
HERETO COVENANT AND AGREE WITH EACH OTHER as follows:


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -3-


                                    ARTICLE 1
                                   DEFINITIONS


1.1  DEFINITIONS.  For the  purposes  of this  Agreement,  except  as  otherwise
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:


         (a)      "AGREEMENT"  means this "Share Exchange  Agreement" as entered
                  into among the Vendors,  the Company and the Purchaser herein,
                  together  with any  amendments  thereto and any  Schedules  as
                  attached thereto;


         (b)      "ATTORNEY"  has the meaning  ascribed to it in section  "10.3"
                  hereinbelow;


         (c)      "BOARD OF DIRECTORS"  means,  as  applicable,  the  respective
                  Board  of  Directors  of each of the  Parties  hereto  as duly
                  constituted from time to time;


         (d)      "BUSINESS  DAY" means any day during which United States Banks
                  are open for business in Blaine, Washington;


         (e)      "BUSINESS  DOCUMENTATION"  means any and all records and other
                  factual  data  and  information   relating  to  the  Company's
                  Business   interests   and  assets  and   including,   without
                  limitation, all plans, agreements and records which are in the
                  possession  or control of any of the Vendors or the Company in
                  that respect;


         (f)      "CLOSING"  has the  meaning  ascribed  to it in section  "6.1"
                  hereinbelow;


         (g)      "CLOSING DATE" has the meaning ascribed to it in section "6.1"
                  hereinbelow;


         (h)      "COMMISSION"  means the United States  Securities and Exchange
                  Commission;


         (i)      "COMPANY"  means  LEXINGTON  OIL & GAS  LTD.  CO.,  a  company
                  incorporated under the laws of the State of Oklahoma,  U.S.A.,
                  or any successor company,  however formed, whether as a result
                  of merger, amalgamation or other action;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -4-


         (j)      "COMPANY'S  ASSETS"  means all assets,  contracts,  equipment,
                  goodwill,   inventory,   Company's   Property   interests  and
                  Intellectual  Property of the Company and  including,  without
                  limitation, all of the property interests,  assets, contracts,
                  equipment,  goodwill and inventory  which form a material part
                  hereof;


         (k)      "COMPANY'S BUSINESS" has the meaning ascribed to it in recital
                  "B." hereinabove;


         (l)      "COMPANY'S  FINANCIAL  STATEMENTS" has the meaning ascribed to
                  it in section  "3.3"  hereinbelow;  a copy of which  Company's
                  Financial Statements being set forth in Schedule "B": which is
                  attached hereto and which forms a material part hereof;


         (m)      "COMPANY'S  OPTIONS" has the meaning ascribed to it in section
                  "3.3" hereinbelow;


         (n)      "COMPANY'S  PROPERTY" means the mineral interests described in
                  Schedule  "C":  which is attached  hereto and the interests of
                  the Company, the registered owner therein, and any other claim
                  or property  interests of the  registered  owner,  the Company
                  incorporated into the Company's  Property by the terms of this
                  Agreement;


         (o)      "CONFIDENTIAL  INFORMATION"  has the meaning ascribed to it in
                  section "9.1" hereinbelow;


         (p)      "CONSULTING SERVICES AGREEMENT" has the meaning ascribed to it
                  in section "3.3" hereinbelow; the proposed form of which being
                  attached  hereto as Schedule  "I" and forming a material  part
                  hereof;


         (q)      "DEFAULTING  PARTY"  and   "NON-DEFAULTING   PARTY"  have  the
                  meanings ascribed to them in section "12.1" hereinbelow;


         (r)      "EFFECTIVE  DATE" has the meaning  ascribed to it on the front
                  page of this Agreement;


         (s)      "EXECUTION  DATE"  means  the  actual  date  of  the  complete
                  execution of this  Agreement and any amendment  thereto by all
                  Parties hereto as set forth on the front page hereof;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -5-


         (t)      "EXPLORATION  AND DEVELOPMENT  EXPENDITURES"  means all costs,
                  expenses,  charges,  obligations  and  liabilities of whatever
                  kind or  nature  expended,  funded  or  incurred  directly  or
                  indirectly by the Operator and including, without limiting the
                  generality of the foregoing,  by any joint venture  partner of
                  the Company, on or in respect of the Company's  Properties and
                  in connection  with the  exploration  and  development  of the
                  Company's  Properties  for  the  purpose  of  determining  the
                  existence of resources on the  Company's  Property  during the
                  term of the Drilling and Operating  Agreement  and  including,
                  without  limiting the generality of the foregoing,  all monies
                  expended  in  maintaining  the  Company's   Property  in  good
                  standing  by the doing and  filing of  assessment  work and by
                  making the tenure  payments  within the time  periods in which
                  such  tenure   payments  are  required  to  be  made,  and  by
                  expending, funding or incurring all on-site Company's Property
                  costs and  including,  without  limiting the generality of the
                  foregoing, the costs of prospecting,  claim staking, Company's
                  Property  payments,  taxes,  mapping,  surveying,  permitting,
                  geophysical,  geochemical  and geological  surveys,  sampling,
                  assaying,  trenching,  drilling,  geochemical  analyses,  road
                  building,  drill site preparation,  drafting,  report writing,
                  consultants,  metallurgical testing, mining, metallurgical and
                  economic  studios,  feasibility  studies,  reclamation and all
                  other project expenditures,  together with the supervision and
                  management  of all work done for the benefit of the  Company's
                  Property;    provided,    however,    that   the    Operator's
                  administrative  expenses shall not exceed ten percent (10%) of
                  the exploration and development  expenses incurred directly or
                  indirectly on the Company's Property;


         (u)      "FINANCING"  has the meaning  ascribed to it in section  "5.6"
                  hereinbelow;


         (v)      "INITIAL  DUE  DILIGENCE"  has the  meaning  ascribed to it in
                  section "6.1" hereinbelow;


         (w)      "INTELLECTUAL  PROPERTY"  means,  with respect to the Company,
                  all  right  and  interest  to all  patents,  patents  pending,
                  inventions,  know-how,  any operating or  identifying  name or
                  registered or  unregistered  trademarks  and  tradenames,  all
                  computer programs,  licensed end-user software,  source codes,
                  products  and  applications  (and  related  documentation  and
                  materials)  and other works of  authorship  (including  notes,
                  reports, other documents and materials,  magnetic, electronic,
                  sound  or  video  recordings  and  any  other  work  in  which
                  copyright or similar  right may  subsist)  and all  copyrights
                  (registered  or  unregistered)  therein,   industrial  designs
                  (registered   or    unregistered),    franchises,    licenses,
                  authorities,  restrictive  covenants  or other  industrial  or
                  intellectual property used in or pertaining to the Company and
                  including, without limitation, the items described in Schedule
                  "F" which is attached  hereto and which forms a material  part
                  hereof,  and  all  lists  of  customers,  documents,  records,
                  correspondence   and  other  information   pertaining  to  the
                  Company;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -6-


         (x)      "OPERATOR"  has the meaning  ascribed  to it in section  "3.3"
                  hereinbelow  and  means,  initially,   Oakhills  Energy,  Inc.
                  together with that person, company or companies acting as such
                  pursuant to the terms and conditions of this Agreement and any
                  Drilling and Operating Agreement;


         (z)      "OTCBB"  means  the  NASD  Over-the-Counter   Bulletin  Board,
                  together with its respective  successors and permitted assigns
                  as the context so requires;


         (aa)     "PARTIES" or "PARTY"  means,  respectively,  the Vendors,  the
                  Company and the Purchaser hereto, as the case may be, together
                  with their respective  successors and permitted assigns as the
                  context so requires;


         (ab)     "PERSON"  or  "PERSONS"  means  an  individual,   corporation,
                  partnership,  party,  trust,  fund,  association and any other
                  organized  group of persons  and the  personal  or other legal
                  representative  of a person  to whom  the  context  can  apply
                  according to law;


         (ac)     "POWER OF ATTORNEY" has the meaning  ascribed to it in section
                  "10.3" hereinbelow;


         (ad)     "PRIVATE  PLACEMENT" has the meaning ascribed to it in section
                  "4.1" hereinbelow;


         (ae)     "PURCHASED  SHARE" has the  meaning  ascribed to it in recital
                  "C."  hereinabove;  the  particulars  of  the  registered  and
                  beneficial  ownership of such Purchased Shares being set forth
                  in Schedule "A": which is attached hereto;


         (af)     "PURCHASE  PRICE" has the  meaning  ascribed  to it in section
                  "2.2" hereinbelow;


         (ag)     "PURCHASER"   means   Intergold    Corporation,    a   company
                  incorporated  pursuant  to the laws of the  State  of  Nevada,
                  U.S.A., or any successor company, however formed, whether as a
                  result of merger, amalgamation or other action;


         (ah)     "PURCHASER'S FINANCIAL STATEMENTS" has the meaning ascribed to
                  it in section "4.1"  hereinbelow;  a copy of which Purchaser's
                  Financial Statements being set forth in Schedule "F": which is
                  attached hereto and which forms a material part hereof;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -7-



         (aj)     "RATIFICATION" has the meaning ascribed to it in section "5.1"
                  hereinbelow;


         (ak)     "REGISTRATION  STATEMENT",  "REGULATION  D",  "REGULATION  S",
                  "RULE 144", "RULE 501",  "RULE 506",  "U.S.  PERSON" and "FORM
                  S-8" have the meanings ascribed to them in the Securities Act;


         (al)     "REGULATION   S   CERTIFICATE"   and   "ACCREDITED    INVESTOR
                  CERTIFICATE"  have the  meanings  ascribed  to them in section
                  "3.2" hereinbelow;


         (am)     "REGULATORY  APPROVAL"  means the  acceptance  for filing,  if
                  required,  of the transactions  contemplated by this Agreement
                  by the Regulatory Authorities;


         (an)     "REGULATORY  AUTHORITY" and  "REGULATORY  AUTHORITIES"  means,
                  either  singularly or collectively as the context so requires,
                  the OTCBB,  and/or such other regulatory  agencies who have or
                  who may have jurisdiction over the affairs of the Company, the
                  Purchaser  and/or the Vendors  herein and  including,  without
                  limitation,  and where applicable,  all applicable  securities
                  commissions  and  again  including,  without  limitation,  the
                  Commission, and all other regulatory authorities from whom any
                  such authorization, approval or other action is required to be
                  obtained  or to be made in  connection  with the  transactions
                  contemplated by this Agreement;


          (ao)    "REVERSE   TAKEOVER"  means  that  transaction  or  series  of
                  transactions  pursuant to which the Purchaser will acquire all
                  of the  Purchased  Shares of the  Company  from the Vendors in
                  exchange for the issuance  from  treasury by the  Purchaser of
                  the Shares and all matters necessarily ancillary thereto;


         (ap)     "SECURITIES"  has the meaning  ascribed to it in section "3.3"
                  hereinbelow;  the particulars of which outstanding  Securities
                  being set forth in Schedule "A": which is attached hereto;


         (aq)     "SECURITIES  ACT" means the United  States  SECURITIES  ACT OF
                  1933,   as  amended,   and  all  the  RULES  and   REGULATIONS
                  promulgated  under the United States  SECURITIES  ACT OF 1933;
                  and "1934 ACT" means the United States SECURITIES EXCHANGE ACT
                  OF  1934,  as  amended,  and all  the  RULES  and  REGULATIONS
                  promulgated under the United States SECURITIES EXCHANGE ACT OF
                  1934;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -8-


         (ar)     "SECURITY"  has the meaning  ascribed  to it in section  "3.1"
                  hereinbelow;


         (as)     "SUBSIDIARY" means any company or companies of which more than
                  fifty percent (50%) of the  outstanding  shares carrying votes
                  at all  times  (provided  that the  ownership  of such  shares
                  confers the right at all times to elect at least a majority of
                  the board of directors of such company or  companies)  are for
                  the time being owned by or held for a company and/or any other
                  company in like  relation to the  company,  and  includes  any
                  company in like relation to the subsidiary;


         (at)     "TRANSFER AGENT" means the Purchaser's  existing registrar and
                  transfer agent for its common shares,  X-Clearing  Corporation
                  of 535  Sixteenth  Street Mall,  Suite 810,  Denver,  Colorado
                  80206,  a  company  incorporated  pursuant  to the laws of the
                  State of Colorado,  U.S.A., or any successor company,  however
                  formed,  whether as a result of merger,  amalgamation or other
                  action;


         (au)     "VENDOR" and "VENDORS" means individually and collectively, as
                  the context so  requires,  each and every  shareholder  of the
                  Company who has executed this Agreement as a Party hereto.


1.2  SCHEDULES.For the purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the following shall represent
the  Schedules  which are attached to this  Agreement  and which form a material
part hereof:

                    Schedule                     Description

                  Schedule "A":      Purchased Shares, Vendors and Securities;
                  Schedule "B":      Company's Financial Statements;
                  Schedule "C":      Company's Property;
                  Schedule "D":      Company's Material Contracts;
                  Schedule "E":      Company's List of Bank Accounts etc.;
                  Schedule "F":      Purchaser's Financial Statements;
                  Schedule "G":      Purchaser's Material Contracts;
                  Schedule "H":      Purchaser's List of Bank Accounts etc.;
                  Schedule "I":      Consulting Services Agreement;


1.3  INTERPRETATION.  For  the purposes of this  Agreement,  except as otherwise
expressly provided or unless the context otherwise requires,:


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -9-


         (a)      the words  "herein",  "hereof" and "hereunder" and other words
                  of similar  import refer to this  Agreement as a whole and not
                  to any  particular  Article,  section or other  subdivision of
                  this Agreement;


         (b)      any  reference to an entity shall  include and shall be deemed
                  to be a reference to any entity that is a permitted  successor
                  to such entity; and


         (c)      words in the  singular  include  the  plural  and words in the
                  masculine gender include the feminine and neuter genders,  and
                  VICE VERSA.


                                    ARTICLE 2
                    PURCHASE AND SALE OF THE PURCHASED SHARES


2.1 PURCHASE AND SALE. Subject to the terms and conditions hereof and based upon
the representations, warranties and covenants contained in Articles "3", and "4"
hereinbelow and the prior satisfaction of the conditions precedent which are set
forth in Article "6" hereinbelow,  the Vendors hereby agree to assign,  sell and
transfer at the Closing Date (as hereinafter determined) all of their respective
rights,  entitlement  and interest in and to all of the Purchased  Shares to the
Purchaser  and the  Purchaser  hereby  agrees to purchase  all of the  Purchased
Shares from the Vendors on the terms and subject to the conditions  contained in
this Agreement.


2.2 PURCHASE  PRICE.  The total  purchase  price  (collectively,  the  "PURCHASE
PRICE") for all of the Purchased Shares will be satisfied by way of the issuance
and delivery by the Purchaser to the Vendors,  in accordance  with section "2.3"
hereinbelow,  of an aggregate of 3,000,000  restricted common shares within five
business days of the Closing (as hereinafter determined) of this Agreement.


2.3 PRO-RATA ENTITLEMENT. The Purchaser will issue the Shares to the Vendors pro
rata  in  accordance   with  the  each  Vendor's   respective   Purchased  Share
shareholding in and to the Company and outstanding as at the Closing Date and as
set forth in Schedule "A" which is attached hereto.


2.4 RESALE RESTRICTIONS AND LEGENDING OF SHARE CERTIFICATES.  The Vendors hereby
initially  acknowledge and agree that the Purchaser makes no  representations as
to any resale or other restriction affecting the Shares and that it is presently
contemplated  that the  Shares  will be issued by the  Purchaser  to each of the
Vendors in reliance upon the registration and prospectus exemptions contained in
certain  sections of the United States  SECURITIES ACT of 1933 (the  "SECURITIES
ACT") or "REGULATION S" promulgated under the Securities Act which will impose a
trading  restriction in the United States on the Shares for a period of at least
12-24 months as applicable from the Closing Date (as hereinafter determined). In
addition,  the  Vendors  hereby  also  acknowledge  and  agree  that the  within
obligation of the Purchaser to issue the Shares  pursuant to sections  "2.2" and
"2.3"  hereinabove  will be subject to the  Purchaser  being  satisfied  that an
exemption from applicable  registration and prospectus requirements is available


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -10-


under the Securities Act and all applicable  securities laws, in respect of each
particular Vendor and related Purchased Share and Share, and the Purchaser shall
be relieved of any obligation  whatsoever to purchase any Purchased Share of any
Vendor and to issue  Shares in respect of any such  Vendor  where the  Purchaser
reasonably determines that a suitable exemption is not available to it.


                  The  Vendors  hereby  also  acknowledge  and  understand  that
neither the sale of the Shares  which the Vendors are  acquiring  nor any of the
Shares  themselves  have been  registered  under the Securities Act or any state
securities  laws, and,  furthermore,  that the Shares must be held  indefinitely
unless  subsequently  registered  under the  Securities Act or an exemption from
such registration is available. The Vendors also acknowledge and understand that
the  certificates  representing  the Shares will be stamped  with the  following
legend  (or  substantially  equivalent  language)  restricting  transfer  in the
following manner:


         "The transfer of the  securities  represented  by this  certificate  is
         prohibited  except in  accordance  with the  provisions of Regulation S
         promulgated  under the United States Securities Act of 1933, as amended
         (the  "Securities  Act"),  pursuant  to  registration  under the Act or
         pursuant to an  available  exemption  from  registration.  In addition,
         hedging  transactions  involving  such  securities may not be conducted
         unless in compliance with the Securities Act."


                                       or


         "The  securities   represented  by  this   certificate  have  not  been
         registered under the United States  Securities Act of 1933, as amended,
         or the laws of any state, and have been issued pursuant to an exemption
         from  registration  pertaining  to such  securities  and  pursuant to a
         representation by the security holder named hereon that said securities
         have been acquired for purposes of  investment  and not for purposes of
         distribution.  These securities may not be offered, sold,  transferred,
         pledged  or  hypothecated  in  the  absence  of  registration,  or  the
         availability of an exemption from such  registration.  Furthermore,  no
         offer, sale, transfer, pledge or hypothecation is to take place without
         the prior  written  approval of counsel to the company being affixed to
         this  certificate.  The  stock  transfer  agent  has  been  ordered  to
         effectuate transfers only in accordance with the above instructions.";


and the Vendors  hereby  consent to the Company making a notation on its records
or giving instructions to any Transfer Agent (as hereinafter  determined) of the
Shares  in order to  implement  the  restrictions  on  transfer  set  forth  and
described hereinabove.


                  The Vendors also acknowledge and understand that:


         (a)      the Shares are  restricted  securities  within the  meaning of
                  "RULE 144" promulgated under the Securities Act;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -11-


         (b)      the  exemption  from  registration  under Rule 144 will not be
                  available  in any event for at least one year from the date of
                  issuance of the Shares to the Vendors,  and even then will not
                  be available  unless (i) a public  trading  market then exists
                  for the common stock of the Company, (ii) adequate information
                  concerning  the  Company is then  available  to the public and
                  (iii)  other  terms and  conditions  of Rule 144 are  complied
                  with; and


         (c)      any  sale of the  Shares  may be made by the  Vendors  only in
                  limited amounts in accordance with such terms and conditions.


                  The Vendors finally  acknowledge and understand that,  without
in  anyway  limiting  the  acknowledgements  and  understandings  as  set  forth
hereinabove,  the Vendors  agrees  that the  Vendors  shall in no event make any
disposition  of all or any portion of the Shares which the Vendors are acquiring
hereunder unless and until:


         (a)      there is then in effect a "REGISTRATION  STATEMENT"  under the
                  Securities  Act covering  such proposed  disposition  and such
                  disposition  is  made in  accordance  with  said  Registration
                  Statement; or


         (b)      (i)  the  Vendors  shall  have  notified  the  Company  of the
                  proposed disposition and shall have furnished the Company with
                  a detailed  statement  of the  circumstances  surrounding  the
                  proposed  disposition,  (ii) the Vendors shall have  furnished
                  the Company with an opinion of the Vendors' own counsel to the
                  effect that such disposition will not require  registration of
                  any such  Shares  under  the  Securities  Act and  (iii)  such
                  opinion of the Vendors'  counsel shall have been  concurred in
                  by counsel for the Company and the Company  shall have advised
                  the Vendors of such concurrence.


2.5 OTHER  SECURITIES.  If and to the extent  that any Vendor has any  absolute,
contingent,  optional,  pre-emptive  or other right to acquire any securities in
the capital of the  Company,  it is hereby  acknowledged  and agreed by any such
Vendor that such Vendor shall be conclusively  deemed,  as and from the Closing,
to have transferred the same to the Purchaser to the fullest extent permitted by
law, and to otherwise  hold the same in trust for and at the  discretion  of the
Purchaser.


2.6 STANDSTILL PROVISIONS.  In consideration of the Parties' within agreement to
purchase  and  sell  the  Purchased  Shares  and to enter  into  the  terms  and
conditions  of  this  Agreement,  each  of  the  Parties  hereby  undertake  for
themselves, and for each of their respective agents and advisors, that they will
not until the earlier of the Closing  Date (as  hereinafter  determined)  or the
termination  of  this  Agreement   approach  or  consider  any  other  potential
purchasers,  or make, invite,  entertain or accept any offer or proposal for the
proposed  sale of any  interest  in and to any of the  Purchased  Shares  or the
assets or the respective business interests of the Company or the Purchaser,  as
the case may, or, for that matter,  disclose any of the terms of this Agreement,


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -12-


without the Parties' prior written  consent.  In this regard each of the Parties
hereby  acknowledges  that  the  foregoing  restrictions  are  important  to the
respective  businesses of the Parties and that a breach by either of the Parties
of any of the covenants  herein  contained would result in irreparable  harm and
significant  damage  to  each  affected  Party  that  would  not  be  adequately
compensated for by monetary award.  Accordingly,  the Parties hereby agree that,
in the event of any such  breach,  in addition to being  entitled as a matter of
right to apply to a Court of competent equitable  jurisdiction for relief by way
of restraining order,  injunction,  decree or otherwise as may be appropriate to
ensure compliance with the provisions hereof, any such Party will also be liable
to the other Parties, as liquidated  damages,  for an amount equal to the amount
received  and earned by such  Party as a result of and with  respect to any such
breach.  The  Parties  hereby  also  acknowledge  and  agree  that if any of the
aforesaid restrictions,  activities,  obligations or periods are considered by a
Court of  competent  jurisdiction  as being  unreasonable,  they agree that said
Court shall have authority to limit such restrictions,  activities or periods as
the Court deems proper in the circumstances.


                                    ARTICLE 3
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                     BY EACH OF THE VENDORS AND THE COMPANY


3.1 GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS BY EACH OF THE VENDORS AND
THE COMPANY.  In order to induce the Purchaser to enter into and consummate this
Agreement, each of the Vendors and the Company hereby represents to, warrants to
and covenants with the  Purchaser,  with the intent that the Purchaser will rely
thereon in entering  into this  Agreement  and in  concluding  the  transactions
contemplated herein, that, to the best of the knowledge,  information and belief
of each of the Vendors and the Company, after having made due inquiry:


         (a)      if a corporation,  it is duly  incorporated  under the laws of
                  its respective  jurisdiction of  incorporation  and is validly
                  existing and in good  standing  with respect to all  statutory
                  filings required by the applicable corporate laws;


         (b)      it is qualified to do business in those jurisdictions where it
                  is necessary to fulfill its  obligations  under this Agreement
                  and it has the full  power and  authority  to enter  into this
                  Agreement  and any  agreement  or  instrument  referred  to or
                  contemplated by this Agreement;


         (c)      it has the requisite power,  authority and capacity to own and
                  use all of its respective  business assets and to carry on its
                  respective  business  as  presently  conducted  by it  and  to
                  fulfill its respective obligations under this Agreement;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -13-


         (d)      the  execution   and  delivery  of  this   Agreement  and  the
                  agreements  contemplated  hereby have been duly  authorized by
                  all  necessary   action,   corporate  or  otherwise,   on  its
                  respective part;


         (e)      there are no other consents, approvals or conditions precedent
                  to the  performance  of this  Agreement  which  have  not been
                  obtained;


         (f)      this  Agreement   constitutes  a  legal,   valid  and  binding
                  obligation of it enforceable against it in accordance with its
                  terms, except as enforcement may be limited by laws of general
                  application affecting the rights of creditors;


         (g)      no  proceedings  are  pending  for,  and it is unaware of, any
                  basis for the  institution of any  proceedings  leading to its
                  respective  dissolution or winding up, or the placing of it in
                  bankruptcy or subject to any other laws  governing the affairs
                  of insolvent companies or persons;


         (h)      the  making  of  this  Agreement  and  the  completion  of the
                  transactions  contemplated  hereby and the  performance of and
                  compliance with the terms hereof does not and will not:


                  (i)      if a corporation, conflict with or result in a breach
                           of  or  violate  any  of  the  terms,  conditions  or
                           provisions of its respective constating documents;


                  (ii)     conflict with or result in a breach of or violate any
                           of the terms,  conditions  or  provisions of any law,
                           judgment,  order, injunction,  decree,  regulation or
                           ruling  of  any  Court  or  governmental   authority,
                           domestic  or  foreign,  to  which it is  subject,  or
                           constitute   or  result   in  a  default   under  any
                           agreement,  contract or  commitment  to which it is a
                           party;


                  (iii)    give  to  any  party   the   right  of   termination,
                           cancellation  or  acceleration  in or with respect to
                           any agreement,  contract or commitment to which it is
                           a party;


                  (iv)     give to any government or governmental  authority, or
                           any   municipality   or  any   subdivision   thereof,
                           including any  governmental  department,  commission,
                           bureau, board or administration  agency, any right of
                           termination,   cancellation   or  suspension  of,  or
                           constitute a breach of or result in a default  under,
                           any permit,  license,  control or authority issued to
                           it which is necessary or desirable in connection with
                           the conduct and operations of its respective business


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -14-


                           and  the  ownership  or  leasing  of  its  respective
                           business assets; or


                  (v)      constitute a default by it, or any event which,  with
                           the giving of notice or lapse of time or both,  might
                           constitute an event of default,  under any agreement,
                           contract,  indenture or other instrument  relating to
                           any  indebtedness of it which would give any party to
                           that   agreement,   contract,   indenture   or  other
                           instrument  the right to accelerate  the maturity for
                           the  payment  of  any  amount   payable   under  that
                           agreement,  contract,  indenture or other instrument;
                           and


         (i)      neither this Agreement nor any other document,  certificate or
                  statement furnished to the Purchaser by or on behalf of any of
                  the Vendors or the Company in connection with the transactions
                  contemplated  hereby  knowingly  or  negligently  contains any
                  untrue or  incomplete  statement of material  fact or omits to
                  state  a  material  fact   necessary  in  order  to  make  the
                  statements  therein not  misleading  which would likely affect
                  the decision of the Purchaser to enter into this Agreement.


3.2  REPRESENTATIONS,  WARRANTIES  AND COVENANTS BY THE VENDORS  RESPECTING  THE
PURCHASED SHARES AND THE SHARES.  In order to induce the Purchaser to enter into
and consummate  this  Agreement,  each of the Vendors hereby also represents to,
warrants to and covenants with the Purchaser, with the intent that the Purchaser
will also rely thereon in entering into this  Agreement  and in  concluding  the
transactions   contemplated   herein,  that,  to  the  best  of  the  knowledge,
information and belief of each of the Vendors, after having made due inquiry:


         (a)      save  and  except  as set  forth  in  Schedule  "A":  which is
                  attached hereto, the Vendors have good and marketable title to
                  and are the legal and beneficial owner of all of the Purchased
                  Shares,   and  the   Purchased   Shares  are  fully  paid  and
                  non-assessable  and are free  and  clear  of  liens,  charges,
                  encumbrances,  pledges, mortgages,  hypothecations and adverse
                  claims of any and all nature whatsoever and including, without
                  limitation,  options,  pre-emptive  rights and other rights of
                  acquisition  in favour of any person,  whether  conditional or
                  absolute;


         (b)      the Vendors  have the power and capacity to own and dispose of
                  the Purchased Shares, and the Purchased Shares are not subject
                  to any voting or similar arrangement;


         (c)      there are no actions,  suits,  proceedings  or  investigations
                  (whether or not purportedly against or on behalf of any of the
                  Vendors  or the  Company),  pending or  threatened,  which may
                  affect,  without  limitation,  the  rights  of any  Vendor  to
                  transfer any of the  Purchased  Shares to the Purchaser at law
                  or in equity, or before or by any federal, state,  provincial,
                  municipal or other governmental department, commission, board,


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -15-


                  bureau,  agency or instrumentality,  domestic or foreign, and,
                  without limiting the generality of the foregoing, there are no
                  claims or potential claims under any relevant family relations
                  legislation  or other  equivalent  legislation  affecting  the
                  Purchased Shares.  In addition,  the Vendors are not now aware
                  of any  existing  ground  on which  any such  action,  suit or
                  proceeding  might be commenced with any reasonable  likelihood
                  of success;


         (d)      save  and  except  as set  forth  in  Schedule  "A":  which is
                  attached hereto, no other person,  firm or corporation has any
                  agreement,  option or right  capable of becoming an  agreement
                  for the purchase of any of the Purchased Shares;


         (e)      the Vendors  acknowledge  that the Shares will be issued,  and
                  reserved  for  issuance   where   applicable,   under  certain
                  exemptions  from  the  registration   and  prospectus   filing
                  requirements otherwise applicable under the Securities Act and
                  all applicable  securities  laws,  and that, as a result,  the
                  Vendors may be restricted from using most of the remedies that
                  would otherwise be available to the Vendors,  the Vendors will
                  not receive information that would otherwise be required to be
                  provided  to the Vendors and the  Purchaser  is relieved  from
                  certain   obligations   that  would  otherwise  apply  to  the
                  Purchaser,   in  either  case,  under  applicable   securities
                  legislation;


         (f)      the Vendors  realize that the sale of the Purchased  Shares in
                  exchange   for  the  Shares  will  be  a  highly   speculative
                  investment and that the each Vendor is able, without impairing
                  that Vendor's financial  condition,  to hold the Shares for an
                  indefinite period of time and to suffer a complete loss on the
                  Vendor's  investment.  The  Vendors  have such  knowledge  and
                  experience in financial and business  matters that the Vendors
                  are  capable  of  evaluating  the  merits  and  risks  of  the
                  prospective investment;


         (g)      the  Vendors  have not  received,  nor have any of the Vendors
                  requested  or do any of the Vendors  require to  receive,  any
                  offering  memorandum  or a  similar  document  describing  the
                  business  and affairs of the  Purchaser in order to assist the
                  Vendors in entering into this  Agreement  and in  consummating
                  the transactions contemplated herein;


         (h)      if the Vendor is a "U.S.  PERSON",  as that term is defined in
                  Regulation S, then the Vendor certifies that:


                  (i)      the Vendor  qualifies as an "accredited  investor" as
                           that term is defined  under Rule 501 of  Regulation D
                           promulgated under the Securities Act, as amended;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -16-


                  (ii)     the Vendor is  receiving  the  Shares  solely for the
                           Vendor's  own account for  investment  and not with a
                           view to or for sale or  distribution of the Shares or
                           any   portion   thereof  and  not  with  any  present
                           intention  of selling,  offering to sell or otherwise
                           disposing  of  or  distributing  the  Shares  or  any
                           portion  thereof  in  any  transaction  other  than a
                           transaction   exempt  from  registration   under  the
                           Securities Act;


                  (iii)    the  entire  legal  and  beneficial  interest  in the
                           Shares the Vendor is receiving is being acquired for,
                           and will be held for the  account of, the Vendor only
                           and  neither  in  whole  nor in part  for  any  other
                           person;


                  (iv)     the Vendor  understands that: (A) neither the sale of
                           the  Shares  which the  Vendor is  receiving  nor the
                           Shares  themselves  have  been  registered  under the
                           Securities Act or any state  securities laws, and the
                           Shares must be held indefinitely  unless subsequently
                           registered  under the  Securities Act or an exemption
                           from  such  registration  is  available;  and (B) the
                           share  certificate  representing  the Shares  will be
                           stamped with the following  legend (or  substantially
                           equivalent language) restricting transfer:


                           "The securities  represented by this certificate have
                           not  been   registered   under  the   United   States
                           Securities  Act of 1933,  as amended,  or the laws of
                           any  state,  and  have  been  issued  pursuant  to an
                           exemption  from   registration   pertaining  to  such
                           securities  and pursuant to a  representation  by the
                           security  holder  named  hereon that said  securities
                           have been acquired for purposes of investment and not
                           for purposes of  distribution.  These  securities may
                           not  be  offered,  sold,   transferred,   pledged  or
                           hypothecated in the absence of  registration,  or the
                           availability of an exemption from such  registration.
                           Furthermore,  no  offer,  sale,  transfer,  pledge or
                           hypothecation  is to take  place  without  the  prior
                           written  approval  of  counsel to the  company  being
                           affixed to this certificate. The stock transfer agent
                           has been  ordered  to  effectuate  transfers  only in
                           accordance with the above instructions."; and


                  and each such U.S. Person Vendor will complete and provide the
                  Purchaser  and  the  Company  with  an  executed  copy  of the
                  attached   form   of   "Accredited   Investor    Certificate";
                  contemporaneously   with  such  Vendor's   execution  of  this
                  Agreement;


         (i)      if the Vendor is not a U.S.  Person,  as defined in Regulation
                  S, then the Vendor certifies that:


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -17-


                  (i)      the Vendor is not a U.S.  Person (as  defined in Rule
                           902 of Regulation S under the  Securities  Act, which
                           definition  includes,  but is  not  limited  to,  any
                           natural  person  resident in the United  States,  any
                           corporation or partnership  incorporated or organized
                           under the laws of the United  States or any estate or
                           trust of which any executor, administrator or trustee
                           is a U.S. Person);


                  (ii)     the Vendor is not acquiring any of the Shares for the
                           account  or  benefit  of  any  U.S.   Person  or  for
                           offering,  resale  or  delivery  for the  account  or
                           benefit of any U.S.  Person or for the account of any
                           person   in   any   jurisdiction   other   than   the
                           jurisdiction  set out in the name and  address of the
                           Vendor as stated in Schedule  "A":  which is attached
                           hereto;


                  (iii)    the Vendor was not  offered  any Shares in the United
                           States and was outside the United  States at the time
                           of execution  and  delivery of this  Agreement by the
                           Vendor;


                  (iv)     the Vendor  understands that the Shares have not been
                           registered   under   the   Securities   Act  and  any
                           applicable securities laws;


                  (v)      the  Vendor  agrees  to  resell  the  Shares  only in
                           accordance  with  the  provisions  of  Regulation  S,
                           pursuant to a registration  under the Securities Act,
                           or  pursuant  to an  available  exemption  from  such
                           registration, and that hedging transactions involving
                           the Shares may not be conducted  unless in compliance
                           with the Securities Act; and


                  (vi)     the   Vendor   understands   that   any   certificate
                           representing  the Shares  will bear a legend  setting
                           forth the foregoing restrictions; and


                  and each such non-U.S. Person Vendor will complete and provide
                  the  Purchaser  and the Company  with an executed  copy of the
                  attached form of "Regulation S Certificate"; contemporaneously
                  with such Vendor's execution of this Agreement; and


         (j)      the  Vendors are not aware of any fact or  circumstance  which
                  has not  been  disclosed  to the  Purchaser  which  should  be
                  disclosed  in  order  to  prevent  the   representations   and
                  warranties  contained in this section from being misleading or
                  which would  likely  affect the  decision of the  Purchaser to
                  enter into this Agreement.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -18-


3.3  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS BY EACH OF THE VENDORS AND THE
COMPANY  RESPECTING THE COMPANY AND THE COMPANY'S  PROPERTY.  In order to induce
the Purchaser to enter into and consummate this  Agreement,  each of the Vendors
and the Company hereby also  represents  to,  warrants to and covenants with the
Purchaser, with the intent that the Purchaser will also rely thereon in entering
into this  Agreement and in concluding  the  transactions  contemplated  herein,
that,  to the  best of the  knowledge,  information  and  belief  of each of the
Vendors and the Company, after having made due inquiry:


         (a)      the Company  owns and  possesses  and has good and  marketable
                  title  to and  possession  of all  of the  Company's  Business
                  interests  and the  Company's  Assets  free  and  clear of all
                  actual or threatened liens,  charges,  options,  encumbrances,
                  voting  agreements,  voting trusts,  demands,  limitations and
                  restrictions  of any  nature  whatsoever;  save and except for
                  those  actual  or  threatened  liens,  charges,  encumbrances,
                  demands,  limitations  and  restrictions  which are  listed in
                  Schedule  "B":  which is  attached  hereto  and which  forms a
                  material part hereof;


         (b)      the  Company's  Business  interests  at the  Closing  Date (as
                  hereinafter  determined)  will be  comprised  of a one hundred
                  percent (100%)  registered and beneficial  working interest in
                  and to all of the Company's Assets and the Company's  Property
                  at that time which,  subject to the  following,  shall be free
                  and clear of all actual or threatened liens, charges, options,
                  encumbrances,   voting  agreements,  voting  trusts,  demands,
                  limitations and restrictions of any nature  whatsoever,  other
                  than that  disclosed in the  financial  statements  and in the
                  Operator's   responsibilities  in  maintaining  the  Company's
                  Property interests being set forth in the terms and conditions
                  of a certain "DRILLING AND OPERATING  AGREEMENT" which will be
                  entered at or  subsequent  to the  Closing  Date  between  the
                  Purchaser, Operator and third parties as applicable,


         (c)      as at the Closing Date (as hereinafter determined) the Company
                  will be the registered and/or beneficial owner of an undivided
                  one hundred  percent  (100%)  interest in and to the Company's
                  Property  interests  free and clear of all liens,  charges and
                  claims of others,  other than that  disclosed in the financial
                  statements and the Company and the Operator have and will have
                  free and unimpeded  right of access to the Company's  Property
                  and have and will have use of the Company's Property's surface
                  for the herein purposes;


         (d)      as at the Closing Date (as hereinafter determined) the Company
                  will hold the  right to  explore  and  develop  the  Company's
                  Property interests;


         (e)      the mineral interests  comprising the Company's  Property have
                  been  duly and  validly  located  and  recorded  in a good and
                  minerlike  manner pursuant to the laws of the  jurisdiction(s)
                  in which the Company's Property interests exist;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -19-


         (f)      there is no  adverse  claim  or  challenge  against  or to the
                  ownership  of  or  title  to  any  of  the  mineral  interests
                  comprising  the  Company's  Property  interests  or which  may
                  impede their  development,  nor to the best of the  knowledge,
                  information  and belief of the Company,  after having made due
                  inquiry,  is  there  any  basis  for any  potential  claim  or
                  challenge,  save and except for any and all potential national
                  land  claims  which may exist from time to time in  connection
                  with  the  Company's  Property  interests,  and  there  are no
                  outstanding  agreements  or options to acquire or purchase the
                  Company's  Property  interests or any portion  thereof and, to
                  the  best of the  knowledge,  information  and  belief  of the
                  Company,  after having made due  inquiry,  no persons have any
                  royalty,   net  profits  or  other  interests   whatsoever  in
                  production from any of the Company's  Property  interests save
                  and except for those relating to the normal course of business
                  as contemplated herein;


         (g)      the Company or its  Operator  holds all  licenses  and permits
                  required  for  the  conduct  in  the  ordinary  course  of the
                  operations of the Company's Business and for the uses to which
                  the Company's  Assets have been put and are in good  standing,
                  and such  conduct  and uses are in  compliance  with all laws,
                  zoning and other  by-laws,  building  and other  restrictions,
                  rules,  regulations  and ordinances  applicable to the Company
                  and to the Company's  Business and the Company's  Assets,  and
                  neither the execution  and delivery of this  Agreement nor the
                  completion of the transactions  contemplated  hereby will give
                  any person the right to  terminate  or cancel any said license
                  or permit or affect such compliance;


         (h)      the  presently  authorized  and  issued  share  capital of the
                  Company is as  described  in Schedule  "A":  which is attached
                  hereto and which forms a material part hereof,  and there are,
                  other than the present  incentive  stock options,  convertible
                  equity  instruments  and share  purchase  warrants  to acquire
                  certain common shares in and to the Company (collectively, the
                  "SECURITIES") which are listed in Schedule "A":, at present no
                  other shares in the capital of the Company  issued or allotted
                  or agreed to be issued or allotted to any person. In addition,
                  at Closing the issued share  capital of the Company,  together
                  with the names and the number, class and kind of shares of the
                  Company  held by the  Vendors,  will be as set out in Schedule
                  "A";


         (i)      the Purchased  Shares are validly issued and  outstanding  and
                  fully paid and  non-assessable  in the  capital of the Company
                  and,  save and except as set forth in Schedule  "A":  which is
                  attached  hereto,  the Purchased  Shares are free and clear of
                  all   actual   or   threatened   liens,   charges,    options,
                  encumbrances,   voting  agreements,  voting  trusts,  demands,
                  limitations and restrictions of any nature whatsoever;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -20-


         (j)      there are no actions,  suits,  proceedings  or  investigations
                  (whether or not purportedly against or on behalf of any of the
                  Vendors  or the  Company),  pending or  threatened,  which may
                  affect,  without limitation,  the rights of any of the Vendors
                  to transfer the Purchased Shares to the Purchaser at law or in
                  equity,  or  before  or by  any  federal,  state,  provincial,
                  municipal or other governmental department, commission, board,
                  bureau,  agency or instrumentality,  domestic or foreign, and,
                  without limiting the generality of the foregoing, there are no
                  claims or potential claims under any relevant family relations
                  legislation or other equivalent  legislation  affecting any of
                  the Purchased Shares. In addition, the Vendors and the Company
                  are not now  aware of any  existing  ground  on which any such
                  action,  suit  or  proceeding  might  be  commenced  with  any
                  reasonable likelihood of success;


         (k)      from November 1, 2003 up to and including the Closing Date (as
                  hereinafter  determined)  the  Company  has not  committed  to
                  making  and  until  the  Closing  Date will not make or commit
                  itself, without the written consent of the Purchaser, to:


                  (i) redeem or acquire any shares in its share capital;


                  (ii)     declare or pay any dividend;


                  (iii)    make any  reduction in or otherwise  make any payment
                           on account of its paid-up capital; or


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -21-


                  (iv)     effect    any    subdivision,     consolidation    or
                           reclassification of its share capital;


         (l)      the Company has not  committed to making and until the Closing
                  Date  will not make or  commit  itself,  without  the  written
                  consent of the Purchaser, to:


                  (i)      acquire  or  have  the  use  of any  property  from a
                           person,  corporation  or entity  with whom it was not
                           dealing with at arm's length; or


                  (ii)     dispose  of  anything  to a  person,  corporation  or
                           entity  with  whom it was not  dealing  with at arm's
                           length for  proceeds  less than the fair market value
                           thereof;


         (m)      from  November 1, 2003 to and up to and  including the Closing
                  Date (as hereinafter determined) the Company has not committed
                  to making and until the  Closing  Date will not make or commit
                  itself,  without  the  written  consent of the  Purchaser,  to
                  provide any person,  firm or  corporation  with any agreement,
                  option or right,  consensual  or  arising  by law,  present or
                  future,  contingent  or  absolute,  or capable of  becoming an
                  agreement, option or right:


                  (i)      other  than as set forth in  Schedule  "A":  which is
                           attached  hereto,  to require it to issue any further
                           or other  shares in its share  capital,  or any other
                           security  convertible or exchangeable  into shares in
                           its share  capital,  or to  convert or  exchange  any
                           securities into or for shares in its share capital;


                  (ii)     for the issue and allotment of any of the  authorized
                           but unissued shares in its share capital;


                  (iii)    to  require  it  to  purchase,  redeem  or  otherwise
                           acquire any of the issued and  outstanding  shares in
                           its share capital; or


                  (iv)     to  purchase or  otherwise  acquire any shares in its
                           share capital;


         (n)      save and except for those matters which are listed in Schedule
                  "B":  which is  attached  hereto and in  particular,  however,
                  without   limitation,   except  for   liabilities   which  are
                  disclosed,   reflected  or  adequately  provided  for  in  the
                  Company's financial statements  (collectively,  the "COMPANY'S
                  FINANCIAL  STATEMENTS")  under generally  accepted  accounting
                  principles;  a copy of which  Company's  Financial  Statements
                  being attached  hereto as Schedule "B": and forming a material


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -22-


                  part  hereof;   there  are  no  other  material   liabilities,
                  contingent or otherwise, existing on the Execution Date hereof
                  in respect of which the  Company may be liable on or after the
                  completion of the transactions  contemplated by this Agreement
                  other than:


                  (i)      liabilities   disclosed   or   referred  to  in  this
                           Agreement; and


                  (ii)     liabilities   incurred  in  the  ordinary  course  of
                           business, none of which are materially adverse to the
                           Company's Business,  operations, affairs or financial
                           conditions of the Company;


         (o)      no  dividend  or other  distribution  by the  Company has been
                  made, declared or authorized since its incorporation, and from
                  November 1, 2003 to and up to and  including  the Closing Date
                  (as  hereinafter  determined) the Company has not committed to
                  making  and  until  the  Closing  Date will not make or commit
                  itself,  without  the  written  consent of the  Purchaser,  to
                  confer upon,  or pay to or to the benefit of, any entity,  any
                  benefit  having  monetary  value,  any  bonus  or  any  salary
                  increases except in the normal course of its business;


         (p)      save  and  except  as set  forth  in  Schedule  "B":  which is
                  attached  hereto,  there  is no  basis  for and  there  are no
                  actions,  suits,  judgments,   investigations  or  proceedings
                  outstanding  or  pending  or,  to the  best of the  knowledge,
                  information  and belief of the Company,  after having made due
                  inquiry, threatened against or affecting the Company at law or
                  in equity or before or by any  federal,  state,  municipal  or
                  other governmental  department,  commission,  board, bureau or
                  agency;


         (q)      the  Company  is  not  in  breach  of  any  laws,  ordinances,
                  statutes, regulations,  by-laws, orders or decrees to which it
                  is subject or which apply to it;


         (r)      the Company is not a party to any  collective  agreement  with
                  any labour union or other association of employees,  and there
                  is no  pending  application  for  certification  of any of the
                  Company's  employees  as  a  collective  bargaining  unit.  In
                  addition,  and to the best of the knowledge,  information  and
                  belief of the  Company,  after  having made due  inquiry,  the
                  Company is not presently a party to any complaint,  grievance,
                  arbitration  or other labour  matter  referred to any board or
                  labour authority;


         (s)      there are no  pension,  profit  sharing,  group  insurance  or
                  similar plans or other deferred  compensation  plans affecting
                  the Company or any of its directors, officers or employees;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -23-


         (t)      the Company has not  experienced,  nor are the Vendors and the
                  Company  aware of, any  occurrence  or event which has had, or
                  might  reasonably  be expected to have, a  materially  adverse
                  affect on the Company's  Business,  the Company's Assets or on
                  the results of the Company's operations;


         (u)      the Company  holds or have applied for all permits,  licenses,
                  consents  and  authorities  issuable  by any  federal,  state,
                  regional or municipal  government or agency  thereof which are
                  necessary or desirable in connection with its operations;


         (v)      from  November 1, 2003 to and up to and  including the Closing
                  Date (as hereinafter  determined)  there has been prepared and
                  will be prepared  and filed on a timely  basis all federal and
                  state income tax returns, elections and designations,  and all
                  other governmental  returns,  notices and reports of which the
                  Company  has,  or  ought  reasonably  to have  had,  knowledge
                  required to be or reasonably  capable of being filed up to and
                  including the Closing Date,  with respect to the operations of
                  the Company,  and no such  returns,  elections,  designations,
                  notices  or  reports  contain  or will  contain  any  material
                  misstatement  or omit any material  statement that should have
                  been included,  and each such return,  election,  designation,
                  notice  or  report,   including   accompanying  schedules  and
                  statements,  is and will be true,  correct and complete in all
                  material respects;


         (w)      the  Company  has been  assessed  for all  federal,  state and
                  municipal  income tax for all years to and  including its most
                  recent  taxation  year, and from November 1, 2003 to and up to
                  and including the Closing Date (as hereinafter determined) the
                  Company  will have paid in full or  accrued  in  accounts  all
                  amounts  (including,  but  not  limited  to,  sales,  use  and
                  consumption  taxes  and  taxes  measured  on  income  and  all
                  installments  of taxes) due and payable to all federal,  state
                  and  municipal  taxation  authorities  up to and including the
                  Closing Date;


         (x)      save  and  except  as set  forth  in  Schedule  "B":  which is
                  attached  hereto,  there is not now,  and there will not be by
                  the Closing Date (as hereinafter determined),  any proceeding,
                  claim or, to the best of the knowledge, information and belief
                  of the Vendors and the Company, after having made due inquiry,
                  any investigation by any federal,  state or municipal taxation
                  authority,  or any matters  under  discussion  or dispute with
                  such taxation authorities,  in respect of taxes,  governmental
                  charges,  assessments or  reassessments in connection with the
                  Company,  and the Vendors and the Company are not aware of any
                  contingent tax liabilities or any grounds that could result in
                  an assessment,  reassessment,  charge or  potentially  adverse
                  determination  by any  federal,  state or  municipal  taxation
                  authority as against the Company;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -24-


         (y)      the  Company  is not,  nor  until or at the  Closing  Date (as
                  hereinafter determined) will it be, in breach of any provision
                  or  condition  of, nor has it done or  omitted to do  anything
                  that,  with or without  the giving of notice or lapse or both,
                  would constitute a breach of any provision or condition of, or
                  give rise to any right to  terminate  or cancel or  accelerate
                  the  maturity  of  any  payment  under,  any  deed  of  trust,
                  contract,  certificate,  consent,  permit,  license  or  other
                  instrument  to which  it is a  party,  by which it is bound or
                  from which it derives benefit,  any judgment,  decree,  order,
                  rule or regulation of any Court or  governmental  authority to
                  which it is subject,  or any statute or regulation  applicable
                  to it, to an extent  that,  in the  aggregate,  has a material
                  adverse affect on it;


         (aa)     adequate  provision  has been  made and will be made for taxes
                  payable by the Company for the current  period for which a tax
                  return is not yet required to be filed and, to the best of the
                  knowledge,  information  and  belief  of the  Vendors  and the
                  Company,   after  having  made  due  inquiry,   there  are  no
                  contingent tax liabilities of the Company or any grounds which
                  would  prompt a  re-assessment  of the Company and  including,
                  without  limitation,  the  aggressive  treatment of income and
                  expenses in the filing of earlier tax returns by the Company;


         (ab)     all amounts  required to be withheld  for taxes by the Company
                  from  payments  made to any  present  or  former  shareholder,
                  officer, director,  non-resident creditor, employee, associate
                  or consultant  has been withheld and paid on a timely basis to
                  the  property   governmental   body   pursuant  to  applicable
                  legislation;


         (ac)     the  Company  has not  filed  with the  Minister  of  National
                  Revenue any agreement or form pursuant to subsection  "125(3)"
                  of the Income Tax Act for its  current  taxation  year and the
                  Company  has  never  carried  on  business  as a  member  of a
                  partnership;


         (ad)     Schedule  "C":  which is  attached  hereto  and which  forms a
                  material  part  hereof   contains  an  accurate  and  complete
                  description of all of the Company's Property interests;

         (ae)     the  Company  has  good  and  marketable  title  to all of its
                  Company's Property interests, Intellectual Property, Company's
                  Business,   Company's   Assets,   properties,   interests   in
                  properties,  real and personal,  including  those reflected in
                  the Company's Financial Statements or which have been acquired
                  since the date of the latest  Company's  Financial  Statements
                  (except  for  those  which  have  been  transferred,  sold  or
                  otherwise  disposed  of in the  ordinary  or normal  course of
                  business), free and clear of all encumbrances, and none of the
                  Company's  properties  or  the  Company's  Assets  is  in  the
                  possession of or under the control of any other person;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -25-


         (af)     the Company has no equipment, other than the personal property
                  or fixtures in the possession or custody of the Company which,
                  as of the date hereof,  is leased or is held under  license or
                  similar arrangement;


         (ag)     except for the real property leases,  the Company is not party
                  to or bound by any other  material  contract,  whether oral or
                  written,  other than the contracts and agreements as set forth
                  in  Schedule  "I" which is  attached  hereto and which forms a
                  material part hereof;


         (ah)     as to the  contracts  listed in Schedule "I" which is attached
                  hereto:


                  (i)  each  such  contract  is in full  force  and  effect  and
                       unamended;


                  (ii)     no material  default exists in respect thereof on the
                           part  of  either  the  Company  or  any  other  party
                           thereto;


                  (iii)    each such  contract  does not involve a Vendor or any
                           non-arm's length party except where described; and


                  (iv)     none of the Vendors is aware of any  intention on the
                           part of any  other  party  thereto  to  terminate  or
                           materially alter any such contract;


         (ai)     the  Company  has  no  consulting  or  employment  agreements,
                  whether  written or otherwise,  except for those which are set
                  forth in Schedule "I" which is attached hereto;


         (aj)     Schedule  "E":  which is  attached  hereto  and which  forms a
                  material  part hereof is a true and complete  list showing the
                  name of each bank,  trust  company or similar  institution  in
                  which the Company has accounts or safety  deposit  boxes,  the
                  identification  numbers of each such  account or safe  deposit
                  box, the names of all persons  authorized to draw therefrom or
                  to have access thereto and the number of signatories  required
                  on each  account.  In addition,  Schedule "E": also includes a
                  list of all  non-bank  account  numbers,  codes  and  business
                  numbers used by the Company for the purposes of remitting tax,
                  dues, assessments and other fees;


         (ak)     the Company maintains, and has maintained,  insurance in force
                  against loss on the Company's  Assets,  against such risks, in
                  such  amounts and to such  limits,  as is in  accordance  with
                  prudent business practices  prevailing in its line of business
                  and having  regard to the  location,  age and character of its
                  properties  and the Company's  Assets,  and has complied fully
                  with all requirements of such insurance,  including the prompt


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -26-


                  giving  of  any  notice  of  any  claim  or   possible   claim
                  thereunder,  and  all  such  insurance  has  been  and is with
                  insurers which the Company believes to be responsible;


         (al)     the Company  utilizes  no product  warranties,  guarantees  or
                  product return policies;


         (am)     the    most    recently     completed     and     consolidated
                  management-prepared   Company's  Financial  Statements  as  at
                  November  17, 2003 are true and  correct in every  respect and
                  present fairly the financial position of the Company as at its
                  most recently  completed  financial  period and the results of
                  its  operations  for the period then ended in accordance  with
                  generally   accepted   accounting   principles   on  a   basis
                  consistently  applied;  a copy  of  said  Company's  Financial
                  Statements being attached hereto as Schedule "B":;


         (an)     the Company's  Financial  Statements and the books and records
                  of the Company are true and correct in every material respect,
                  were prepared in accordance with generally accepted accounting
                  principles   and  fairly   reflect  the  Company's   Business,
                  property,  the Company's Assets and the financial  position of
                  the  Company  as  at  the  date  of  the  Company's  Financial
                  Statements  and any such books and  records and the results of
                  the operations for the period then ended,  and there have been
                  no adverse changes in the Company's Business or affairs of the
                  Company since the date of the Company's  Financial  Statements
                  and any such books and records;


         (ao)     since November 17, 2003:


                  (i)      there has not been any material adverse change in the
                           financial position or condition of the Company or any
                           damage,   loss  or  other  change  in   circumstances
                           materially   affecting  the  Company's   Business  or
                           properties  or the  Company's  right or  capacity  to
                           carry on business;


                  (ii)     the Company has not waived or  surrendered  any right
                           of material value;


                  (iii)    the Company has not  discharged  or satisfied or paid
                           any lien or  encumbrance  or  obligation or liability
                           other than current liabilities in the ordinary course
                           of business; and


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -27-


                  (iv)     the  Company's  Business  has been  carried on in the
                           ordinary course;


         (ap)     save and except for those matters which are listed in Schedule
                  "B":  which is  attached  hereto,  there  are no  liabilities,
                  contingent  or  otherwise,  of the  Company not  disclosed  or
                  reflected in the Company's Financial Statements,  except those
                  incurred  in the  ordinary  course of  business of the Company
                  since November 17, 2003;


         (aq)     save and except for any outstanding advances,  salaries, wages
                  and/or employment-related  expenses which are set forth in the
                  Company's Financial Statements, the Company is not indebted to
                  any Vendor or to any  affiliate or associate of the Company or
                  of any Vendor;


         (ar)     save  and  except  as set  forth  in the  Company's  Financial
                  Statements,  no  payments  of  any  kind  have  been  made  or
                  authorized  by or on behalf of the  Company to or on behalf of
                  any of  the  Vendors  or to or on  behalf  of  any  directors,
                  officers,  shareholders  or  employees of the Company or under
                  any management  agreements  with the Company other than in the
                  ordinary course of business;


         (as)     except as otherwise  provided for herein,  the Vendors and the
                  Company have not retained,  employed or introduced any broker,
                  finder or other  person who would be  entitled  to a brokerage
                  commission  or finder's  fee  arising out of the  transactions
                  contemplated hereby;


         (at)     the  Company   does  not  have  any   contracts,   agreements,
                  undertakings  or  arrangements,   whether  oral,   written  or
                  implied,  with  employees,   lessees,   licensees,   managers,
                  accountants,   suppliers,  agents,  distributors,   directors,
                  officers,  lawyers  or  others  which  cannot  be  terminated,
                  without penalty, on no more than 12 month's notice;


         (au)     save  and  except  as set  forth  in the  Company's  Financial
                  Statements,  neither the Vendors, nor any directors,  officers
                  or  employees  of the  Company,  are  now  indebted  or  under
                  obligation to the Company on any account whatsoever other than
                  in the ordinary course of business;


         (av)     all  material  transactions  of  the  Company  and  including,
                  without   limitation,   all   directors'   and   shareholders'
                  resolutions, have been promptly and properly recorded or filed
                  in or with its books and records;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -28-


         (aw)     the  Vendors  and the  Company  have  the full  authority  and
                  capacity  required to enter into this Agreement and to perform
                  their respective obligations hereunder;


         (ax)     the  present  directors  and  officers  of the  Company are as
                  follows:


                        Name                                      Position

                  Douglas Humphreys                           Managing Director


         (ay)     the  Company  will  have  obtained  all   authorizations   and
                  approvals  or waivers  that may be  necessary  or desirable in
                  connection   with  the   transactions   contemplated  in  this
                  Agreement,  and other  actions  by, and have made all  filings
                  with, any and all Regulatory Authorities,  if applicable, from
                  whom any such  authorization,  approval  or  other  action  is
                  required to be obtained or to be made in  connection  with the
                  transactions contemplated herein, and all such authorizations,
                  approvals  and other actions will be in full force and effect,
                  and all such  filings  will have been  accepted by the Company
                  which will be in compliance  with,  and have not committed any
                  breach of, any securities laws, regulations or policies of any
                  Regulatory Authority to which the Company may be subject;


         (az)     the Company has not  committed to making and until the Closing
                  Date (as  hereinafter  determined)  will  not  make or  commit
                  itself, without the written consent of the Purchaser, to:


                  (i)      guarantee, or agree to guarantee, any indebtedness or
                           other obligation of any person or corporation;


                  (ii)     other   than   the   payment   of   ordinary   course
                           obligations,  make any  single  operating  or capital
                           expenditures in excess of U.S. $50,000.00; or


                  (iii)    waive or surrender any right of material value;


         (ba)     until the Closing Date (as hereinafter determined) the Company
                  will:


                  (i)      maintain  its  Company's  Business  and  assets  in a
                           manner   consistent   with  and  in  compliance  with
                           applicable law; and


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -29-


                  (ii)     not enter into any material  transaction or assume or
                           incur  any  material  liability  outside  the  normal
                           course of its business;


         (bb)     the Company has not  committed to making and until the Closing
                  Date (as  hereinafter  determined)  will  not  make or  commit
                  itself, without the written consent of the Purchaser, to:


                  (i)      declare or pay any dividend, or make any distribution
                           of its properties or assets to its  shareholders,  or
                           purchase or retire any of its shares;


                  (ii)     sell all or any  part of its  Company's  Business  or
                           assets  or  agree to do or  perform  any act or enter
                           into  any  transaction  or  negotiation  which  could
                           reasonably   be  expected  to  interfere   with  this
                           Agreement or which would render inaccurate any of the
                           representations,  warranties  and covenants set forth
                           in this Agreement; or


                  (iii)    merge,  amalgamate  or  consolidate  into or with any
                           entity,   or   enter   into   any   other   corporate
                           reorganization;


                  provided,  however,  that  the  provisions  hereof  shall  not
                  preclude  the  Company,  pending the  Closing (as  hereinafter
                  determined) or the  termination of this  Agreement,  whichever
                  shall first occur, from carrying on its business in the normal
                  course thereof;


         (bc)     the Company will,  for a period of at least five business days
                  prior to the Closing Date (as hereinafter determined),  during
                  normal business hours:


                  (i)      make  available  for  inspection  by the  solicitors,
                           auditors and  representatives  of the  Purchaser,  at
                           such location as is appropriate, all of the Company's
                           books, records, contracts, documents,  correspondence
                           and other written materials,  and afford such persons
                           every  reasonable  opportunity to make copies thereof
                           and take  extracts  therefrom at the sole cost of the
                           Purchaser;   provided  such  persons  do  not  unduly
                           interfere in the operations of the Company;


                  (ii)     authorize and permit such persons at the risk and the
                           sole cost of the Purchaser,  and only if such persons
                           do not  unduly  interfere  in the  operations  of the
                           Company, to attend at all of its respective places of
                           business and operations to observe the conduct of its


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -30-


                           business and  operations,  inspect its properties and
                           assets and make physical  counts of its  inventories,
                           shipments and deliveries; and


                  (iii)    require the Company's management personnel to respond
                           to all reasonable  inquiries concerning the Company's
                           Business  and assets or the  conduct of its  business
                           relating to its liabilities and obligations;


         (bd)     the Vendors and the Company will give to the Purchaser, within
                  at least  five  business  days prior to the  Closing  Date (as
                  hereinafter determined), by written notice, particulars of:


                  (i)      each occurrence within the Vendors' and the Company's
                           knowledge  after the Execution Date of this Agreement
                           that, if it had occurred  before the Execution  Date,
                           would have been  contrary  to any of the  Vendors' or
                           the   Company's    respective    representations   or
                           warranties contained herein; and


                  (ii)     each  occurrence or omission  within the Vendors' and
                           the Company's knowledge after the Execution Date that
                           constitutes  a breach of any of the  Vendors'  or the
                           Company's  respective  covenants  contained  in  this
                           Agreement;


         (be)     each  of  the   attached   Schedules   contains  all  material
                  information  for each  particular  Schedule listed therein and
                  there are no omissions of material information by the Company;


         (bf)     neither this Agreement nor any other document,  certificate or
                  statement furnished to the Purchaser by or on behalf of any of
                  the Vendors or the Company in connection with the transactions
                  contemplated  hereby  knowingly  or  negligently  contains any
                  untrue or  incomplete  statement of material  fact or omits to
                  state  a  material  fact   necessary  in  order  to  make  the
                  statements therein not misleading; and


         (bg)     it is not aware of any fact or circumstance which has not been
                  disclosed to the Purchaser  which should be disclosed in order
                  to  prevent  the  representations,  warranties  and  covenants
                  contained in this section from being misleading or which would
                  likely affect the decision of the Purchaser to enter into this
                  Agreement.


3.4 CONTINUITY OF THE  REPRESENTATIONS,  WARRANTIES AND COVENANTS BY EACH OF THE
VENDORS AND THE COMPANY. The  representations,  warranties and covenants by each
of the Vendors and the Company contained in this Article, or in any certificates
or  documents  delivered  pursuant to the  provisions  of this  Agreement  or in


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -31-


connection with the transactions  contemplated hereby, will be true at and as of
the Closing Date (as  hereinafter  determined)  as though such  representations,
warranties and covenants were made at and as of such time.  Notwithstanding  any
investigations  or  inquiries  made  by  the  Purchaser  or by  the  Purchaser's
professional  advisors prior to the Closing Date, or the waiver of any condition
by the Purchaser,  the representations,  warranties and covenants of each of the
Vendors and the Company contained in this Article shall survive the Closing Date
and shall continue in full force and effect for a period of three calendar years
from the Closing Date; provided, however, that the Vendors and the Company shall
not be responsible for the breach of any representation, warranty or covenant of
either of the  Vendors  or the  Company  contained  herein  caused by any act or
omission  of the  Purchaser  prior to the  Execution  Date  hereof  of which the
Vendors and the Company  were  unaware or as a result of any action taken by the
Purchaser  after  the  Execution  Date.  In the  event  that  any  of  the  said
representations,  warranties  or  covenants  are  found by a Court of  competent
jurisdiction  to be  incorrect  and such  incorrectness  results  in any loss or
damage  sustained  directly or  indirectly  by the  Purchaser,  then the Vendors
and/or the Company,  as the case may be, will, in accordance with the provisions
of  Article  "16"  hereinbelow,  pay the  amount  of such  loss or damage to the
Purchaser  within 30 calendar  days of receiving  notice of judgment  therefore;
provided  that the  Purchaser  will not be entitled to make any claim unless the
loss or damage suffered may exceed the amount of U.S. $1,000.00.


                                    ARTICLE 4
           WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE PURCHASER


4.1  WARRANTIES,  REPRESENTATIONS  AND COVENANTS BY THE  PURCHASER.  In order to
induce the Vendors and the Company to enter into and consummate  this Agreement,
the Purchaser  hereby warrants to,  represents to and covenants with each of the
Vendors  and the  Company,  with the  intent  that each of the  Vendors  and the
Company will rely thereon in entering into this  Agreement and in concluding the
transactions   contemplated   herein,  that,  to  the  best  of  the  knowledge,
information and belief of the Purchaser, after having made due inquiry:


         (a)      the Purchaser is a  corporation  duly  incorporated  under the
                  laws of the State of Nevada,  U.S.A.,  is validly existing and
                  is in good  standing  with  respect to all  statutory  filings
                  required by the applicable corporate laws;


         (b)      the Purchaser's  subsidiaries,  if any, are corporations  duly
                  incorporated under the laws of their respective  jurisdictions
                  of  incorporation,  are  validly  existing  and  are  in  good
                  standing with respect to all statutory filings required by the
                  applicable  corporate  laws with the exception of  subisidiary
                  interests  no  longer  of  value  to the  Purchaser  including
                  International Gold Corporation, a Nevada corporation;


         (c)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, have the requisite  power,  authority and capacity to own
                  and use all of their  respective  business assets and to carry
                  on their respective businesses as presently conducted by them;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -32-


         (d)      the   Purchaser   is   qualified   to  do  business  in  those
                  jurisdictions where it is necessary to fulfill its obligations
                  under this Agreement,  and it has the full power and authority
                  to enter into this  Agreement  and any agreement or instrument
                  referred to or contemplated by this Agreement;


         (e)      the  execution   and  delivery  of  this   Agreement  and  the
                  agreements contemplated hereby has been duly authorized by all
                  necessary corporate action on its part;


         (f)      there are no other consents, approvals or conditions precedent
                  to the  performance  of this  Agreement  which  have  not been
                  obtained;


         (g)      this  Agreement   constitutes  a  legal,   valid  and  binding
                  obligation of the Purchaser  enforceable against the Purchaser
                  in accordance  with its terms,  except as  enforcement  may be
                  limited by laws of general application affecting the rights of
                  creditors;


         (h)      no  proceedings  are pending for, and the Purchaser is unaware
                  of, any basis for the institution of any  proceedings  leading
                  to the dissolution or winding up of the Purchaser;


         (i)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, own and possess and have good and marketable title to and
                  possession of all of their respective business assets free and
                  clear of all actual or  threatened  liens,  charges,  options,
                  encumbrances,   voting  agreements,  voting  trusts,  demands,
                  limitations and  restrictions of any nature  whatsoever,  save
                  and  except for those  actual or  threatened  liens,  charges,
                  encumbrances,  demands, limitations and restrictions which are
                  listed in Schedule  "F":  which is  attached  hereto and which
                  forms a material part hereof;


         (j)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, hold all licenses and permits required for the conduct in
                  the ordinary course of the operations of their  businesses and
                  for the uses to which their  respective  business  assets have
                  been put and are in good  standing,  and such conduct and uses
                  are in  compliance  with all laws,  zoning and other  by-laws,
                  building  and  other  restrictions,   rules,  regulations  and
                  ordinances  applicable  to  the  Purchaser,   to  any  of  the
                  Purchaser's   subsidiaries,   if  any,  and  their  respective
                  businesses and assets,  and neither the execution and delivery
                  of this  Agreement  nor  the  completion  of the  transactions
                  contemplated   hereby  will  give  any  person  the  right  to
                  terminate  or cancel any said license or permit or affect such
                  compliance;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -33-


         (k)      the   authorized   capital  of  the   Purchaser   consists  of
                  200,000,000   common  shares   without  par  value  of  which,
                  according  to the records of the  Purchaser,  an  aggregate of
                  521,184  common  shares of the  Purchaser  will be issued  and
                  outstanding as fully paid and non-assessable as at the Closing
                  Date (as hereinafter determined),  and there are at present no
                  other  shares  in the  capital  of  the  Purchaser  issued  or
                  allotted  or agreed to be issued or  allotted  to any  person,
                  save and except for certain shares of the Purchaser which have
                  been  allotted  and  reserved  for  issuance by the  Purchaser
                  pursuant  to the terms of certain  outstanding  stock  options
                  which have been  approved by the  directors of the  Purchaser;
                  the  details  of which  allotted  and  reserved  shares of the
                  Purchaser  being set forth in Schedule "F":  which is attached
                  hereto;


         (l)      all of the issued and outstanding  shares of the Purchaser are
                  listed   and   posted   for   trading  on  each  of  the  NASD
                  Over-the-Counter   Bulletin  Board  (the  "OTCBB"),   and  the
                  Purchaser  is not in  material  default of any of its  listing
                  requirements  of the OTCBB,  or policies of the United  States
                  Securities and Exchange Commission (the "COMMISSION");


         (m)      all  registration  statements,  reports  and proxy  statements
                  filed  by  the  Purchaser   with  the   Commission,   and  all
                  registration statements, reports and proxy statements required
                  to be filed by the Purchaser  with the  Commission,  have been
                  filed by the Purchaser under the United States  SECURITIES ACT
                  of 1934 (the "1934 ACT"),  were filed in all material respects
                  in accordance  with the  requirements  of the 1934 Act and the
                  rules  and  regulations  thereunder  and no such  registration
                  statements,  reports or proxy statements  contained any untrue
                  statement of a material  fact or omitted to state any material
                  fact  required to be stated  therein or  necessary in order to
                  make the  statements  therein,  in light of the  circumstances
                  under which they were made, not misleading;


         (n)      the  Purchaser  will allot and issue the Shares on the Closing
                  Date in accordance  with sections "2.2" and "2.3"  hereinabove
                  as  fully  paid  and  non-assessable  in  the  capital  of the
                  Purchaser,  free and clear of all actual or threatened  liens,
                  charges,  options,  encumbrances,  voting  agreements,  voting
                  trusts,  demands,  limitations and  restrictions of any nature
                  whatsoever,  other  than hold  periods  or other  restrictions
                  imposed under applicable securities legislation;


         (o)      from  November 1, 2003 to and up to and  including the Closing
                  Date (as hereinafter determined) the Purchaser and each of the
                  Purchaser's subsidiaries, if any, have not committed to making
                  and until the Closing Date will not make or commit themselves,
                  without the written consent of the Company, to:


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -34-


                  (i)      redeem or acquire  any  shares in their  respective
                           share capitals;


                  (ii)     declare or pay any dividend;


                  (iii)    make any  reduction in or otherwise  make any payment
                           on account of their respective paid-up capitals; or


                  (iv)     effect    any    subdivision,     consolidation    or
                           reclassification  of any of  their  respective  share
                           capitals;


         (p)      from  November 1, 2003 to and up to and  including the Closing
                  Date (as hereinafter determined) the Purchaser and each of the
                  Purchaser's subsidiaries, if any, have not committed to making
                  and until the Closing Date will not make or commit themselves,
                  without the written consent of the Company, to:


                  (i)      acquire  or  have  the  use  of any  property  from a
                           person, corporation or entity with whom they were not
                           dealing with at arm's length; or


                  (ii)     dispose  of  anything  to a  person,  corporation  or
                           entity with whom they were not dealing  with at arm's
                           length for  proceeds  less than the fair market value
                           thereof;


         (q)      save  and  except  as set  forth  in  Schedule  "F":  which is
                  attached  hereto,  from  November  1,  2003  to  and up to and
                  including  the Closing Date (as  hereinafter  determined)  the
                  Purchaser and each of the  Purchaser's  subsidiaries,  if any,
                  have not  committed  to making and until the Closing Date will
                  not make or commit themselves,  without the written consent of
                  the Company,  to provide any person,  firm or corporation with
                  any agreement,  option or right, consensual or arising by law,
                  present  or  future,  contingent  or  absolute,  or capable of
                  becoming an agreement, option or right:


                  (i)      to require  them to issue any further or other shares
                           in their  respective  share  capitals,  or any  other
                           security  convertible or exchangeable  into shares in
                           their  respective  share  capitals,  or to convert or
                           exchange any  securities  into or for shares in their
                           respective share capitals;


                  (ii)     for the issue and allotment of any of the  authorized
                           but  unissued  shares  in  their   respective   share
                           capitals;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -35-


                  (iii)    to  require  them to  purchase,  redeem or  otherwise
                           acquire any of the issued and  outstanding  shares in
                           their respective share capitals; or


                  (iv)     to purchase or otherwise  acquire any shares in their
                           respective share capitals;


         (r)      the Purchaser is not aware of any court order which  restricts
                  or prevents the  issuance by the  Purchaser of any shares from
                  treasury;


         (s)      save and except for those matters which are listed in Schedule
                  "F":  which  is  attached   hereto,   there  are  no  material
                  liabilities,   contingent  or   otherwise,   existing  on  the
                  Execution Date hereof in respect of which the Purchaser or any
                  of the Purchaser's  subsidiaries,  if any, may be liable on or
                  after the completion of the transactions  contemplated by this
                  Agreement other than:


                  (i)      liabilities disclosed or referred to in this
                           Agreement; and


                  (ii)     liabilities   incurred  in  the  ordinary  course  of
                           business, none of which are materially adverse to the
                           respective   businesses,   operations,   affairs   or
                           financial  conditions  of the  Purchaser or of any of
                           the Purchaser's subsidiaries, if any;


         (t)      no dividend or other  distribution  by the Purchaser or any of
                  the Purchaser's subsidiaries,  if any, has been made, declared
                  or authorized since their respective incorporations,  and from
                  November 1, 2003 to and up to and  including  the Closing Date
                  (as  hereinafter  determined)  the  Purchaser  and each of the
                  Purchaser's subsidiaries, if any, have not committed to making
                  and until the Closing Date will not make or commit themselves,
                  without the written consent of the Company, to confer upon, or
                  pay to or to the benefit of, any  entity,  any benefit  having
                  monetary value,  any bonus or any salary  increases  except in
                  the normal course of their respective businesses;


         (u)      there  is no  basis  for  and  there  are no  actions,  suits,
                  judgments,   investigations  or  proceedings   outstanding  or
                  pending  or,  to the best of the  knowledge,  information  and
                  belief of the Purchaser, after making due inquiry,  threatened
                  against or affecting the  Purchaser or any of the  Purchaser's
                  subsidiaries,  if any, at law or in equity or before or by any
                  federal,  state,  municipal or other governmental  department,
                  commission, board, bureau or agency;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -36-


         (v)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any,  are not in  breach of any  laws,  ordinances,  statutes,
                  regulations,  by-laws,  orders or  decrees  to which  they are
                  subject or which apply to them;


         (w)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any,  are not a party  to any  collective  agreement  with any
                  labour union or other  association of employees,  and there is
                  no  pending  application  for  certification  of  any  of  the
                  Purchaser's or any of the Purchaser's  subsidiaries' employees
                  as a collective bargaining unit. In addition,  and to the best
                  of the  knowledge,  information  and belief of the  Purchaser,
                  after having made due inquiry,  the  Purchaser and each of the
                  Purchaser's subsidiaries,  if any, is not presently a party to
                  any complaint,  grievance,  arbitration or other labour matter
                  referred to any board or labour authority;


         (x)      there are no  pension,  profit  sharing,  group  insurance  or
                  similar plans or other deferred  compensation  plans affecting
                  the Purchaser, any of the Purchaser's subsidiaries, if any, or
                  any of their respective directors, officers or employees;


         (y)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, have not experienced,  nor is the Purchaser aware of, any
                  occurrence  or event  which has had,  or might  reasonably  be
                  expected  to  have,  a  materially   adverse   affect  on  the
                  Purchaser's or any of the Purchaser's  subsidiaries',  if any,
                  respective  businesses  or on the results of their  respective
                  operations;


         (z)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, hold or have applied for all permits, licenses,  consents
                  and authorities  issuable by any federal,  state,  regional or
                  municipal  government or agency thereof which are necessary or
                  desirable in connection with their respective operations;


         (aa)     from  November 1, 2003 to and up to and  including the Closing
                  Date (as hereinafter determined) there has been and there will
                  be prepared  and filed on a timely basis all federal and state
                  income tax returns, elections and designations,  and all other
                  governmental  returns,   notices  and  reports  of  which  the
                  Purchaser  had,  or ought  reasonably  to have had,  knowledge
                  required to be or reasonably  capable of being filed up to the
                  Closing Date,  with respect to the operations of the Purchaser
                  and each of the Purchaser's subsidiaries,  if any, and no such
                  returns, elections,  designations,  notices or reports contain
                  or will contain any material misstatement or omit any material
                  statement  that  should  have  been  included,  and each  such
                  return,  election,  designation,  notice or report,  including
                  accompanying  schedules and  statements,  is and will be true,
                  correct and complete in all material respects;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -37-


         (ab)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, have been  assessed for all federal,  state and municipal
                  income tax for all years to and  including  their most  recent
                  respective  taxation  years,  and  at  the  Closing  Date  (as
                  hereinafter   determined)   the  Purchaser  and  each  of  the
                  Purchaser's  subsidiaries,  if any,  will have paid in full or
                  accrued in accounts all amounts  (including but not limited to
                  sales, use and consumption  taxes and taxes measured on income
                  and all installments of taxes) due and payable to all federal,
                  state and  municipal  taxation  authorities  up to the Closing
                  Date;


         (ac)     there is not now,  and there will not be by the  Closing  Date
                  (as hereinafter determined),  any proceeding, claim or, to the
                  best  of  the  knowledge,   information   and  belief  of  the
                  Purchaser,  after making due inquiry, any investigation by any
                  federal, state or municipal taxation authority, or any matters
                  under discussion or dispute with such taxation authorities, in
                  respect  of  taxes,   governmental  charges,   assessments  or
                  reassessments  in connection  with the Purchaser or any of the
                  Purchaser's  subsidiaries,  if any,  and the  Purchaser is not
                  aware of any  contingent  tax  liabilities or any grounds that
                  could  result  in  an  assessment,   reassessment,  charge  or
                  potentially  adverse  determination  by any federal,  state or
                  municipal  taxation  authority as against the Purchaser or any
                  of the Purchaser's subsidiaries, if any;


         (ad)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, are not in breach of any  provision or condition  of, nor
                  have they done or omitted  anything that,  with or without the
                  giving of notice or lapse or both,  would  constitute a breach
                  of any provision or condition of, or give rise to any right to
                  terminate or cancel or accelerate  the maturity of any payment
                  under,  any deed of  trust,  contract,  certificate,  consent,
                  permit, license or other instrument to which either of them is
                  a party, by which either of them is bound or from which either
                  of them derives benefit, any judgment,  decree, order, rule or
                  regulation  of any court or  governmental  authority  to which
                  either  of them  is  subject,  or any  statute  or  regulation
                  applicable  to  either  of them,  to an  extent  that,  in the
                  aggregate, has a material adverse affect on either of them;


         (ae)     adequate  provision  has been  made and will be made for taxes
                  payable  by  the  Purchaser   and  each  of  the   Purchaser's
                  subsidiaries,  if any, for the current  period for which a tax
                  return is not yet required to be filed and, to the best of the
                  knowledge,  information  and  belief of the  Purchaser,  after
                  having  made  due  inquiry,   there  are  no  contingent   tax
                  liabilities  of the  Purchaser  or of  any of the  Purchaser's
                  subsidiaries,  if any,  or any grounds  which  would  prompt a
                  re-assessment  of the  Purchaser  or  any  of the  Purchaser's
                  subsidiaries,  if any,  and  including,  without  limiting the
                  generality  of the  foregoing,  the  aggressive  treatment  of
                  income and  expenses  in the filing of earlier  tax returns by
                  the Purchaser or by any of the  Purchaser's  subsidiaries,  if
                  any;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -38-


         (af)     the most recently completed audited and unaudited consolidated
                  financial  statements of the Purchaser as at December 31, 2002
                  and  September  30,  2003,  respectively  (collectively,   the
                  "PURCHASER'S FINANCIAL  STATEMENTS"),  are true and correct in
                  every respect and presently  fairly the financial  position of
                  the  Purchaser  as at its most  recently  completed  financial
                  period and the results of its  operations  for the period then
                  ended  in  accordance  with  generally   accepted   accounting
                  principles  on a basis  consistently  applied;  a copy of said
                  Purchaser's  Financial  Statements  being  attached  hereto as
                  Schedule "F": and forming a material part hereof;


         (ag)     the Purchaser's Financial Statements and the books and records
                  of the Purchaser and each of the Purchaser's subsidiaries,  if
                  any,  are true and  correct in every  material  respect,  were
                  prepared in  accordance  with  generally  accepted  accounting
                  principles  and  fairly  reflect  the  respective  businesses,
                  property,  assets and financial positions of the Purchaser and
                  each of the Purchaser's  subsidiaries,  if any, as at the date
                  of the Purchaser's Financial Statements and any such books and
                  records and the results of their respective operations for the
                  periods then ended,  and there have been no adverse changes in
                  the respective businesses or affairs of the Purchaser and each
                  of  the  Purchaser's   subsidiaries  since  the  date  of  the
                  Purchaser's  Financial  Statements  and  any  such  books  and
                  records;


         (ah)     the  Purchaser  has  good and  marketable  title to all of its
                  assets,  properties  and  interests  in  properties,  real and
                  personal,   including   those  reflected  in  the  Purchaser's
                  Financial  Statements  or which have been  acquired  since the
                  date of the latest  Purchaser's  Financial  Statements (except
                  for those  which  have  been  transferred,  sold or  otherwise
                  disposed  of in the  ordinary or normal  course of  business),
                  free  and  clear  of  all   encumbrances,   and  none  of  the
                  Purchaser's  assets or properties  is in the  possession of or
                  under the control of any other person;


         (ai)     the  Purchaser  has no  equipment,  other  than  the  personal
                  property  or  fixtures  in the  possession  or  custody of the
                  Purchaser  which, as of the date hereof,  is leased or is held
                  under license or similar arrangement;


         (aj)     except  for the real  property  leases  and the  contracts  of
                  employment  which  are set  forth in  Schedule  "G":  which is
                  attached  hereto and which forms a material  part hereof,  the
                  Purchaser  is not  party  to or bound  by any  other  material
                  contract,  whether oral or written,  other than the  contracts
                  and agreements as set forth in Schedule "G":;


         (ak)     as to the contracts  listed in Schedule "G": which is attached
                  hereto:


                  (i)      each such contract is in full force  and  effect  and
                           unamended;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -39-


                  (ii)     no material  default exists in respect thereof on the
                           part of  either  the  Purchaser  or any  other  party
                           thereto;


                  (iii)    each such  contract  does not involve  any  non-arm's
                           length party except where described; and


                  (iv)     the  Purchaser  is not aware of any  intention on the
                           part of any  other  party  thereto  to  terminate  or
                           materially alter any such contract;


         (al)     the Purchaser  has no  consulting  or  employment  agreements,
                  whether  written or otherwise,  except for those which are set
                  forth in Schedule "G": which is attached hereto;


         (am)     Schedule  "H":  which is  attached  hereto  and which  forms a
                  material  part hereof is a true and complete  list showing the
                  name of each bank,  trust  company or similar  institution  in
                  which the Purchaser has accounts or safety deposit boxes,  the
                  identification  numbers of each such  account or safe  deposit
                  box, the names of all persons  authorized to draw therefrom or
                  to have access thereto and the number of signatories  required
                  on each  account.  In addition,  Schedule "H": also includes a
                  list of all  non-bank  account  numbers,  codes  and  business
                  numbers  used by the  Purchaser  for the purposes of remitting
                  tax, dues, assessments and other fees;


         (an)     the  Purchaser  maintains,  and has  maintained,  insurance in
                  force against loss on the  Purchaser's  assets and properties,
                  against such risks, in such amounts and to such limits,  as is
                  in accordance with prudent  business  practices  prevailing in
                  its line of business and having  regard to the  location,  age
                  and character of its assets and  properties,  and has complied
                  fully with all  requirements of such insurance,  including the
                  prompt  giving of any  notice of any claim or  possible  claim
                  thereunder,  and  all  such  insurance  has  been  and is with
                  insurers which the Purchaser believes to be responsible;


         (ao)     the Purchaser  utilizes no product  warranties,  guarantees or
                  product return policies;


         (ap)     since November 17, 2003:


                  (i)      there has not been any material adverse change in the
                           financial position or condition of the Purchaser,  or
                           of any of the  Purchaser's  subsidiaries,  if any, or
                           any  damage,  loss or other  change in  circumstances


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -40-


                           materially  affecting  the  respective  businesses or
                           properties   of  the   Purchaser   and  each  of  the
                           Purchaser's  subsidiaries,  if any, or their right or
                           capacity to carry on business;


                  (ii)     the   Purchaser   and   each   of   the   Purchaser's
                           subsidiaries,  if any, have not waived or surrendered
                           any right of material value;


                  (iii)    the   Purchaser   and   each   of   the   Purchaser's
                           subsidiaries,   if  any,   have  not   discharged  or
                           satisfied  or  paid  any  lien  or   encumbrance   or
                           obligation   or   liability    other   than   current
                           liabilities in the ordinary course of business; and


                  (iv)     the  respective  businesses of the Purchaser and each
                           of the  Purchaser's  subsidiaries,  if any, have been
                           carried on in the ordinary course;


         (aq)     save and except for those matters which are listed in Schedule
                  "F":  which is  attached  hereto,  there  are no  liabilities,
                  contingent  or  otherwise,  of the  Purchaser or of any of the
                  Purchaser's  subsidiaries,  if any, not disclosed or reflected
                  in the Purchaser's Financial Statements, except those incurred
                  in the ordinary  course of business of the  Purchaser and each
                  of the  Purchaser's  subsidiaries,  if any, since November 17,
                  2003;


         (ar)     no payments of any kind have been made or  authorized by or on
                  behalf   of  the   Purchaser   or   any  of  the   Purchaser's
                  subsidiaries, if any, to or on behalf of directors,  officers,
                  shareholders  or  employees  of  the  Purchaser  or any of the
                  Purchaser's  subsidiaries,  if any,  or under  any  management
                  agreements  with  the  Purchaser  or any  of  the  Purchaser's
                  subsidiaries,  if any,  other than in the  ordinary  course of
                  business;


         (as)     save and except for the proposed  issuance of common shares of
                  the  Company  as  a  finder's  fee  in  conjunction  with  the
                  successful  completion  of the within  Reverse  Takeover,  and
                  except  for any  finder's  fees or  commissions  which  may be
                  payable or issuable by the Purchaser in  conjunction  with the
                  completion of its proposed  Private  Placement (as hereinafter
                  determined) as set forth  hereinbelow,  the Purchaser and each
                  of the  Purchaser's  subsidiaries,  if any, have not retained,
                  employed  or  introduced  any  other  broker,  finder or other
                  person who would be  entitled  to a  brokerage  commission  or
                  finder's  fee  arising  out of the  transactions  contemplated
                  hereby;


         (at)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, do not have any contracts,  agreements,  undertakings  or
                  arrangements,   whether   oral,   written  or  implied,   with
                  employees,   lessees,   licensees,   managers,    accountants,


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -41-


                  suppliers, agents, distributors,  directors, officers, lawyers
                  or others which cannot be terminated,  without penalty,  on no
                  more than three month's notice;


         (au)     none of  directors,  officers or employees of the Purchaser or
                  any of the Purchaser's subsidiaries,  if any, are now indebted
                  or  under  obligation  to  the  Purchaser  or to  any  of  the
                  Purchaser's  subsidiaries,  if any, on any account whatsoever,
                  other than in the ordinary course of business;


         (av)     all material  transactions  of the  Purchaser  and each of the
                  Purchaser's  subsidiaries,  if  any,  and  including,  without
                  limitation, all directors' and shareholders' resolutions, have
                  been promptly and properly  recorded or filed in or with their
                  respective books and records;


         (aw)     the present (and presently proposed at Closing (as hereinafter
                  determined))  directors  and officers of the Purchaser are and
                  will be as follows:


                      Name                             Position

                  Grant Atkins          President, Secretary, and sole director;
                  Vaughn Barbon         Chief Financial Officer


         (ax)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any, have good and marketable title to all of their respective
                  properties,  if any, and assets, and such properties,  if any,
                  and assets are not subject to any  mortgage,  pledge,  deed of
                  trust,  lien,  conditional  sale  agreement,   encumbrance  or
                  charge;


         (ay)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any,  will have  obtained all  authorizations,  approvals,  or
                  waivers that may be necessary or desirable in connection  with
                  the  transactions  contemplated in this  Agreement,  and other
                  actions  by,  and have  made  all  filings  with,  any and all
                  Regulatory  Authorities required to be made in connection with
                  the   transactions   contemplated   herein,   and   all   such
                  authorizations,  approvals  and other  actions will be in full
                  force and effect, and all such filings will have been accepted
                  by the Purchaser  and the  Purchaser's  subsidiaries,  if any,
                  which will be in compliance  with,  and have not committed any
                  breach of, any securities laws, regulations or policies of any
                  Regulatory  Authority  to which  the  Purchaser  or any of the
                  Purchaser's subsidiaries, if any, may be subject;


         (az)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any,  have not  committed to making and until the Closing Date
                  (as   hereinafter   determined)   will  not  make  or   commit
                  themselves, without the written consent of the Company, to:


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -42-


                  (i)      guarantee, or agree to guarantee, any indebtedness or
                           other obligation of any person or corporation;


                  (ii)     other   than   the   payment   of   ordinary   course
                           obligations,    make   any   operating   or   capital
                           expenditures in excess of U.S. $10,000.00; or


                  (iii)    waive or surrender any right of material value;


         (ba)     until  the  Closing  Date  (as  hereinafter   determined)  the
                  Purchaser and each of the  Purchaser's  subsidiaries,  if any,
                  will:


                  (i)      maintain   their   respective   assets  in  a  manner
                           consistent  with and in  compliance  with  applicable
                           law; and


                  (ii)     not enter into any material  transaction or assume or
                           incur  any  material  liability  outside  the  normal
                           course of their respective businesses;


         (bb)     the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any,  have not  committed to making and until the Closing Date
                  (as   hereinafter   determined)   will  not  make  or   commit
                  themselves, without the written consent of the Company, to:


                  (i)      declare or pay any dividend, or make any distribution
                           of their  respective  properties  or  assets to their
                           respective shareholders, or purchase or retire any of
                           their respective shares;


                  (ii)     sell all or any part of their  respective  assets  or
                           agree  to do or  perform  any act or  enter  into any
                           transaction or negotiation  which could reasonably be
                           expected to  interfere  with this  Agreement or which
                           would render  inaccurate any of the  representations,
                           warranties and covenants set forth in this Agreement;
                           or


                  (iii)    merge,  amalgamate  or  consolidate  into or with any
                           entity,   or   enter   into   any   other   corporate
                           reorganization;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -43-


                  provided,  however,  that  the  provisions  hereof  shall  not
                  preclude   the   Purchaser   and   each  of  the   Purchaser's
                  subsidiaries,  if any,  pending the  Closing  (as  hereinafter
                  determined) or the  termination of this  Agreement,  whichever
                  shall  first  occur,   from   carrying  on  their   respective
                  businesses in the normal course thereof;


         (bc)     the  Purchaser  will,  for a period of at least five  business
                  days prior to the Closing  Date (as  hereinafter  determined),
                  during normal business hours:


                  (i)      make  available  for  inspection  by  the  respective
                           solicitors,   auditors  and  representatives  of  the
                           Company,  at such location as is appropriate,  all of
                           the   Purchaser's   and   each  of  the   Purchaser's
                           subsidiaries',  if any,  books,  records,  contracts,
                           documents,    correspondence    and   other   written
                           materials,  and afford such persons every  reasonable
                           opportunity  to make copies thereof and take extracts
                           therefrom at the sole cost of the  Company;  provided
                           such   persons  do  not  unduly   interfere   in  the
                           respective  operations of the Purchaser or any of the
                           Purchaser's subsidiaries, if any;


                  (ii)     authorize and permit such persons at the risk and the
                           sole cost of the Company, and only if such persons do
                           not unduly interfere in the respective  operations of
                           the   Purchaser   and   each   of   the   Purchaser's
                           subsidiaries,  if  any,  to  attend  at all of  their
                           respective  places  of  business  and  operations  to
                           observe  the conduct of their  respective  businesses
                           and operations,  inspect their respective  properties
                           and  assets  and  make   physical   counts  of  their
                           respective inventories, shipments and deliveries; and


                  (iii)    require the  Purchaser's  and each of the Purchaser's
                           subsidiaries',    if   any,   respective   management
                           personnel  to  respond  to all  reasonable  inquiries
                           concerning   the   Purchaser's   and   each   of  the
                           Purchaser's   subsidiaries',   if   any,   respective
                           business  assets or the  conduct of their  respective
                           businesses  relating to their respective  liabilities
                           and obligations;


         (bd)     the Purchaser  will give to the Company,  within at least five
                  business  days  prior  to the  Closing  Date  (as  hereinafter
                  determined), by written notice, particulars of:


                  (i)      each  occurrence  within  the  Purchaser's  knowledge
                           after the Execution Date of this  Agreement  that, if
                           it had occurred before the Execution Date, would have
                           been    contrary   to   any   of   the    Purchaser's
                           representations or warranties contained herein; and


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -44-


                  (ii)     each  occurrence or omission  within the  Purchaser's
                           knowledge after the Execution Date that constitutes a
                           breach of any of the Purchaser's  covenants contained
                           in this Agreement;


         (be)     the shares in the capital of the  Purchaser are not subject to
                  or  affected  by  any  actual  or,  to  the  knowledge  of the
                  Purchaser,  pending or threatened cease trading, compliance or
                  denial  of  use  of   exemptions   orders   of,   or   action,
                  investigation  or  proceeding  by or  before,  any  securities
                  regulatory  authority,  Court,  administrative agency or other
                  tribunal;


         (bf)     the  making  of  this  Agreement  and  the  completion  of the
                  transactions  contemplated  hereby and the  performance of and
                  compliance with the terms hereof does not and will not:


                  (i)      conflict with or result in a breach of or violate any
                           of  the  terms,   conditions  or  provisions  of  the
                           constating  documents  of the  Purchaser or of any of
                           the Purchaser's subsidiaries, if any;


                  (ii)     conflict with or result in a breach of or violate any
                           of the terms,  conditions  or  provisions of any law,
                           judgment,  order, injunction,  decree,  regulation or
                           ruling  of  any  Court  or  governmental   authority,
                           domestic or foreign, to which the Purchaser or any of
                           the Purchaser's subsidiaries,  if any, is subject, or
                           constitute   or  result   in  a  default   under  any
                           agreement, contract or commitment to which either the
                           Purchaser or any of the Purchaser's subsidiaries,  if
                           any, is a party;


                  (iii)    give  to  any  party   the   right  of   termination,
                           cancellation  or  acceleration  in or with respect to
                           any agreement, contract or commitment to which either
                           the Purchaser or any of the Purchaser's subsidiaries,
                           if any, is a party;


                  (iv)     give to any government or governmental  authority, or
                           any   municipality   or  any   subdivision   thereof,
                           including any  governmental  department,  commission,
                           bureau, board or administration  agency, any right of
                           termination,   cancellation   or  suspension  of,  or
                           constitute a breach of or result in a default  under,
                           any permit,  license,  control or authority issued to
                           the  Purchaser  which is  necessary  or  desirable in
                           connection  with the conduct and  operations of their
                           respective businesses and the ownership or leasing of
                           their respective business assets; or


                  (v)      constitute  a default by the  Purchaser or any of the
                           Purchaser's subsidiaries, if any, or any event which,
                           with the  giving  of notice or lapse of time or both,


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -45-


                           might  constitute  an event  of  default,  under  any
                           agreement,  contract,  indenture or other  instrument
                           relating to any  indebtedness  of the Purchaser or of
                           any of the  Purchaser's  subsidiaries,  if any, which
                           would  give any  party to that  agreement,  contract,
                           indenture or other instrument the right to accelerate
                           the  maturity  for the payment of any amount  payable
                           under that  agreement,  contract,  indenture or other
                           instrument;


         (bg)     the  Purchaser  will  appoint the  directors of the Company as
                  directors of the Purchaser,  together with the  appointment of
                  up to one nominee of the Company as  director,  at Closing (as
                  hereinafter  determined);  such  appointee  or  nominee  to be
                  determined  prior to Closing,  and in the  Company's  sole and
                  absolute discretion;


         (bh)     the Purchaser's present accounts payable,  which are estimated
                  at  approximately  U.S.  $25,000 as at November 17, 2003, will
                  not,  except  for  the  costs  incurred  by the  Purchaser  in
                  completing the within Reverse Takeover,  increase by more than
                  ten  percent  (10%)  by  the  Closing  Date  (as   hereinafter
                  determined),  and the  Purchaser may make payments to decrease
                  the accounts payable before the Closing Date;




         (bi)     the Purchaser will have acquired the necessary approval of its
                  shareholders, if required, to change the name of the Purchaser
                  to "Lexington  Resources,  Inc.", or to such other name as the
                  Company's  Board of  Directors  may  determine  at Closing (as
                  hereinafter determined); and at Closing the Purchaser shall be
                  in  the  process  of   preparing   or  filing  the   necessary
                  documentation  with all  Regulatory  Authorities to effect the
                  same and which shall include, without limitation,  obtaining a
                  new  trading   symbol  and  CUSIP  number  for  the  resulting
                  Purchaser;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -46-


         (bj)     neither this Agreement nor any other document,  certificate or
                  statement furnished to any of the Vendors or the Company by or
                  on behalf of the Purchaser in connection with the transactions
                  contemplated  hereby  knowingly  or  negligently  contains any
                  untrue or  incomplete  statement of material  fact or omits to
                  state  a  material  fact   necessary  in  order  to  make  the
                  statements therein not misleading; and


         (bk)     it is not aware of any fact or circumstance which has not been
                  disclosed  to the  Vendors  and the  Company  which  should be
                  disclosed in order to prevent the representations,  warranties
                  and covenants  contained in this section from being misleading
                  or which would  likely  affect the decision of the Vendors and
                  the Company to enter into this Agreement.


4.2  CONTINUITY  OF  THE  REPRESENTATIONS,   WARRANTIES  AND  COVENANTS  BY  THE
PURCHASER.  The  representations,  warranties  and  covenants  of the  Purchaser
contained  in  this  Article,  or in any  certificates  or  documents  delivered
pursuant  to  the  provisions  of  this  Agreement  or in  connection  with  the
transactions contemplated hereby, will be true at and as of the Closing Date (as
hereinafter determined) as though such representations, warranties and covenants
were  made  at  and as of  such  time.  Notwithstanding  any  investigations  or
inquiries  made by either of the Vendors or the  Company,  or by the Vendors' or
the Company's respective professional advisors prior to the Closing Date, or the
waiver  of  any  condition  by  either  of  the  Vendors  or  the  Company,  the
representations,  warranties  and covenants of the  Purchaser  contained in this
Article  shall  survive  the Closing  Date and shall  continue in full force and
effect for a period of three  calendar  years from the Closing  Date;  provided,
however,  that the  Purchaser  shall not be  responsible  for the  breach of any
representation, warranty or covenant of the Purchaser contained herein caused by
any act or  omission  of  either  of the  Vendors  or the  Company  prior to the
Execution  Date hereof of which the  Purchaser was unaware or as a result of any
action taken by either of the Vendors or the Company after the  Execution  Date.
In the event that any of the said  representations,  warranties or covenants are
found  by  a  Court  of  competent   jurisdiction   to  be  incorrect  and  such
incorrectness  results in any loss or damage sustained directly or indirectly by
either of the Vendors and/or the Company, then the Purchaser will, in accordance
with the provisions of Article "14" hereinbelow,  pay the amount of such loss or
damage to either of the Vendors  and/or the Company,  as the case may be, within
30 calendar days of receiving  notice of judgment  therefore;  provided that the
Vendors and the Company  will not be entitled to make any claim  unless the loss
or damage suffered may exceed the amount of U.S. $1,000.00.



                                    ARTICLE 5
                         CONDITIONS PRECEDENT TO CLOSING


5.1 PARTIES' CONDITIONS  PRECEDENT PRIOR TO THE CLOSING DATE. All of the rights,
duties and  obligations  of each of the Parties  hereto under this Agreement are
subject to the following  conditions precedent for the exclusive benefit of each
of the Parties to be fulfilled in all material aspects in the reasonable opinion
of each of the  Parties  or to be waived by each or any of the  Parties,  as the


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -47-


case may be, as soon as  possible  after the  Execution  Date;  however,  unless
specifically  indicated as  otherwise,  not later than 10 calendar days prior to
the Closing Date:


         (a)      the specific  ratification of the terms and conditions of this
                  Agreement by the Board of  Directors of each of the  Purchaser
                  and  the  Company  within  five  business  days of the due and
                  completion  execution of this Agreement by each of the Parties
                  hereto (collectively, the "RATIFICATION");


         (b)      the  completion by each of the Purchaser and the Company of an
                  initial  due  diligence  and  operations  review  of the other
                  Party's   respective   businesses  and  operations  within  10
                  calendar days of the prior  satisfaction  of the  Ratification
                  (collectively, the "INITIAL DUE DILIGENCE");


         (c)      the  receipt  of all  necessary  approvals  to the  terms  and
                  conditions  of  and  the  transactions  contemplated  by  this
                  Agreement;


         (d)      shareholders of the Purchaser  passing an ordinary  resolution
                  or, where required, a special resolution,  approving the terms
                  and conditions of this  Agreement and all of the  transactions
                  contemplated  hereby,  and the Purchaser  sending all required
                  notice  to  the   Purchaser's   shareholders   in   connection
                  therewith,   or,  in  the  alternative  and  if  allowable  in
                  accordance  with  applicable  corporate and  securities  laws,
                  shareholders of the Purchaser holding over fifty percent (50%)
                  of the  issued  shares  of  the  Purchaser  providing  written
                  consent resolutions evidencing their approval to the terms and
                  conditions  of  this  Agreement  and  all of the  transactions
                  contemplated   hereby  together  with   certification  of  any
                  required  notice to all  shareholders of the Purchaser of such
                  written consent resolutions; and


         (e)      the directors of the Purchaser  and/or the shareholders of the
                  Purchaser,  if required,  approving of the within  issuance by
                  the Purchaser to the order and direction of the Vendors of all
                  of the referenced Shares in accordance with sections "2.2" and
                  "2.3"  hereinabove  and, in  addition,  the  directors  and/or
                  shareholders  of  the  Purchaser,  if  required,  having  also
                  approved and received any required notice of:


                  (i)      the  change of name of the  Purchaser  to  "Lexington
                           Resources,  Inc.",  or to such  other  name as may be
                           determined by management for the Company, in its sole
                           and  absolute  discretion,  prior to the Closing Date
                           (as hereinafter determined), and as may be acceptable
                           with the appropriate Regulatory Authorities.



                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -48-



                  (ii)     the  appointment  of  the  existing  director  of the
                           Company to the  resulting  Board of  Directors of the
                           Purchaser;


                  (iii)    such other matters as may be agreed to as between the
                           Parties   hereto   prior   the   completion   of  the
                           transactions contemplated by this Agreement.


5.2 PARTIES' WAIVER OF CONDITIONS PRECEDENT.  The conditions precedent set forth
in  section  "5.1"  hereinabove  are for the  exclusive  benefit  of each of the
Parties hereto and may be waived by each or any of the Parties in writing and in
whole or in part at any time.


5.3 THE VENDORS' AND THE COMPANY'S CONDITIONS PRECEDENT.  The rights, duties and
obligations of each of the Vendors and the Company under this Agreement are also
subject to the following  conditions precedent for the exclusive benefit of each
of the Vendors and the Company to be fulfilled  in all  material  aspects in the
reasonable opinion of the Vendors and the Company or to be waived by each or any
of the Vendors and the Company as soon as possible after the Execution Date:


         (a)      the  Purchaser   shall  have  complied  with  all  warranties,
                  representations,  covenants and agreements herein agreed to be
                  performed  or caused to be  performed  by the  Purchaser on or
                  before the Closing Date (as hereinafter determined);


         (b)      the  Purchaser   shall  have  complied  with  all   applicable
                  securities  laws in connection with the issuance of the Shares
                  to the Vendors on or before the Closing  Date (as  hereinafter
                  determined);


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -49-


         (c)      the Purchaser  and each of the  Purchaser's  subsidiaries,  if
                  any,  will have  obtained all  authorizations,  approvals,  or
                  waivers that may be necessary or desirable in connection  with
                  the  transactions  contemplated in this  Agreement,  and other
                  actions  by,  and have  made  all  filings  with,  any and all
                  Regulatory  Authorities required to be made in connection with
                  the   transactions   contemplated   herein,   and   all   such
                  authorizations,  approvals  and other  actions will be in full
                  force and effect, and all such filings will have been accepted
                  by the Purchaser and the Purchaser's subsidiaries, if any, who
                  will be in compliance  with, and have not committed any breach
                  of,  any  securities  laws,  regulations  or  policies  of any
                  Regulatory  Authority  to which  the  Purchaser  or any of the
                  Purchaser's subsidiaries, if any, may be subject;


         (d)      all matters  which,  in the opinion of counsel for the Vendors
                  and  the  Company,   are  material  in  connection   with  the
                  transactions  contemplated  by this Agreement shall be subject
                  to the  favourable  opinion of such counsel,  and all relevant
                  records and information  shall be supplied to such counsel for
                  that purpose;


         (e)      no action or  proceeding  at law or in equity shall be pending
                  or  threatened  by any  person,  company,  firm,  governmental
                  authority, regulatory body or agency to enjoin or prohibit:


                  (i)      the  purchase  or  transfer  of any of the  Purchased
                           Shares contemplated by this Agreement or the right of
                           any of the Vendors to dispose of any of the Purchased
                           Shares; or


                  (ii)     the  right  of  the  Purchaser  and  the  Purchaser's
                           subsidiaries,  if any,  to conduct  their  respective
                           operations and carry on, in the normal course,  their
                           respective  businesses  and  operations  as they have
                           carried on in the past;


         (f)      the   delivery  to  the  Company  by  the   Purchaser,   on  a
                  confidential   basis,  of  the  following   documentation  and
                  information:


                  (i)      a copy of all material contracts, agreements, reports
                           and title  information  of any nature  respecting the
                           Purchaser; and


                  (ii)     details of any lawsuits,  claims or potential  claims
                           relating to the  Purchaser of which the  Purchaser is
                           aware and the Vendors and the Company are unaware;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -50-


         (g)      the  Purchaser  will,  for a period of at least five  business
                  days prior to the Closing  Date (as  hereinafter  determined),
                  during normal business hours:


                  (i)      make  available  for  inspection  by  the  respective
                           solicitors,   auditors  and  representatives  of  the
                           Company,  at such location as is appropriate,  all of
                           the   Purchaser's   and   each  of  the   Purchaser's
                           subsidiaries',  if any,  books,  records,  contracts,
                           documents,    correspondence    and   other   written
                           materials,  and afford such persons every  reasonable
                           opportunity  to make copies thereof and take extracts
                           therefrom at the sole cost of the  Company;  provided
                           such   persons  do  not  unduly   interfere   in  the
                           respective  operations of the Purchaser or any of the
                           Purchaser's subsidiaries, if any;


                  (ii)     authorize and permit such persons at the risk and the
                           sole cost of the Company, and only if such persons do
                           not unduly interfere in the respective  operations of
                           the   Purchaser   and   each   of   the   Purchaser's
                           subsidiaries,  if  any,  to  attend  at all of  their
                           respective  places  of  business  and  operations  to
                           observe  the conduct of their  respective  businesses
                           and operations,  inspect their respective  properties
                           and  assets  and  make   physical   counts  of  their
                           respective inventories, shipments and deliveries; and


                  (iii)    require the  Purchaser's  and each of the Purchaser's
                           subsidiaries',    if   any,   respective   management
                           personnel  to  respond  to all  reasonable  inquiries
                           concerning   the   Purchaser's   and   each   of  the
                           Purchaser's   subsidiaries',   if   any,   respective
                           business  assets or the  conduct of their  respective
                           businesses  relating to their respective  liabilities
                           and obligations; and


         (i)      the  completion  by the  Vendors and the  Company,  and by the
                  Vendors' and the Company's respective  professional  advisors,
                  of a  thorough  due  diligence  and  operations  review of the
                  respective businesses and operations of the Purchaser and each
                  of the  Purchaser's  subsidiaries,  if any,  to the  sole  and
                  absolute satisfaction of each of the Vendors and the Company.


5.4  THE  VENDORS'  AND  THE  COMPANY'S  WAIVER  OF  CONDITIONS  PRECEDENT.  The
conditions  precedent  set  forth  in  section  "5.3"  hereinabove  are  for the
exclusive  benefit of each of the  Vendors  and the Company and may be waived by
each or any of the Vendors and the Company in writing and in whole or in part at
any time after the Execution Date;


5.5  PURCHASER'S  CONDITIONS  PRECEDENT  PRIOR TO THE CLOSING DATE.  The rights,
duties and obligations of the Purchaser under this Agreement are also subject to
the following conditions precedent for the exclusive benefit of the Purchaser to


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -51-


be fulfilled in all material aspects in the reasonable  opinion of the Purchaser
or to be waived by the Purchaser as soon as possible after the Execution Date:


         (a)      the  Vendors  and the  Company  shall have  complied  with all
                  warranties,  representations,  covenants and agreements herein
                  agreed  to be  performed  or  caused  to be  performed  by the
                  Vendors  and the  Company  on or before the  Closing  Date (as
                  hereinafter determined);


         (b)      the Company will have obtained all  authorizations,  approvals
                  or waivers that may be  necessary  or desirable in  connection
                  with the  transactions  contemplated  in this  Agreement,  and
                  other actions by, and have made all filings with,  any and all
                  Regulatory  Authorities  from  whom  any  such  authorization,
                  approval  or other  action is required to be obtained or to be
                  made in connection with the transactions  contemplated herein,
                  and all such authorizations,  approvals and other actions will
                  be in full force and effect,  and all such  filings  will have
                  been accepted by the Company who will be in  compliance  with,
                  and has not  committed  any breach of,  any  securities  laws,
                  regulations or policies of any  Regulatory  Authority to which
                  the Company may be subject;


         (c)      all  matters  which,   in  the  opinion  of  counsel  for  the
                  Purchaser,  are material in connection  with the  transactions
                  contemplated  by  this  Agreement  shall  be  subject  to  the
                  favourable  opinion of such counsel,  and all relevant records
                  and  information  shall be supplied  to such  counsel for that
                  purpose;


         (d)      no material loss or  destruction  of or damage to the Company,
                  any of the Company's Assets,  any of the Company's Business or
                  the Purchased Shares shall have occurred;


         (e)      no action or  proceeding  at law or in equity shall be pending
                  or  threatened  by any  person,  company,  firm,  governmental
                  authority, regulatory body or agency to enjoin or prohibit:


                  (i)      the  purchase  or  transfer  of any of the  Purchased
                           Shares contemplated by this Agreement or the right of
                           any of the Vendors to dispose of any of the Purchased
                           Shares; or


                  (ii)     the right of the  Company to conduct  its  operations
                           and carry on, in the  normal  course,  its  Company's
                           Business and  operations  as it has carried on in the
                           past;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -52-


         (f)      the  delivery  to  the   Purchaser   by  the  Company,   on  a
                  confidential   basis,  of  all  Business   Documentation   and
                  including, without limitation, the following documentation and
                  information:


                  (i)      a copy of all material contracts, agreements, reports
                           and information of any nature respecting the Company,
                           its assets and the Company's Business; and


                  (ii)     details of any lawsuits,  claims or potential  claims
                           relating  to either  the  Company,  its  assets,  the
                           Company's  Business or the Purchased  Shares of which
                           either of the Vendors or the Company is aware and the
                           Purchaser is unaware;


         (g)      the Company will,  for a period of at least five business days
                  prior to the Closing Date (as hereinafter determined),  during
                  normal business hours:


                  (i)      make  available  for  inspection  by the  solicitors,
                           auditors and  representatives  of the  Purchaser,  at
                           such location as is appropriate, all of the Company's
                           books, records, contracts, documents,  correspondence
                           and other written materials,  and afford such persons
                           every  reasonable  opportunity to make copies thereof
                           and take  extracts  therefrom at the sole cost of the
                           Purchaser;   provided  such  persons  do  not  unduly
                           interfere in the operations of the Company;


                  (ii)     authorize and permit such persons at the risk and the
                           sole cost of the Purchaser,  and only if such persons
                           do not  unduly  interfere  in the  operations  of the
                           Company, to attend at all of its respective places of
                           business and operations to observe the conduct of its
                           business and  operations,  inspect its properties and
                           assets and make physical  counts of its  inventories,
                           shipments and deliveries; and


                  (iii)    require the Company's management personnel to respond
                           to all reasonable  inquiries concerning the Company's
                           Business  and assets or the  conduct of its  business
                           relating to its liabilities and obligations; and


         (i)      the  completion  by  the  Purchaser  and  by  the  Purchaser's
                  professional   advisors  of  a  thorough  due   diligence  and
                  operations  review of both the business and  operations of the
                  Company  together  with the  transferability  of the Purchased
                  Shares  as  contemplated  by this  Agreement,  to the sole and
                  absolute satisfaction of the Purchaser.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -53-


5.6 PURCHASER'S  WAIVER OF CONDITIONS  PRECEDENT.  The conditions  precedent set
forth  in  section  "5.5"  hereinabove  are for  the  exclusive  benefit  of the
Purchaser  and may be waived by the Purchaser in writing and in whole or in part
at any after the Execution Date.


5.7 THE VENDORS'  ADDITIONAL INCOME TAX COVENANTS.  The Vendors also acknowledge
and agree that:


         (a)      the Purchaser  does not assume and shall not be liable for any
                  taxes under the Income Tax Act or any other  taxes  whatsoever
                  which may be or become  payable by the Vendors and  including,
                  without  limitation,  any taxes resulting from or arising as a
                  consequence  of the transfer by the Vendors to the  Purchaser,
                  of the Purchased Shares herein  contemplated,  and the Vendors
                  shall  indemnify  and save  harmless  the  Purchaser  from and
                  against all or any such taxes;


         (b)      as to all income tax matters:


                  (i)      an election under subsection  "85.1(5)" of the Income
                           Tax Act may be made and filed by each of the  Vendors
                           and by the Purchaser in the prescribed  form,  manner
                           and within the time prescribed by the Income Tax Act,
                           and  each  such  election  shall  specify  that  each
                           Vendor's   deemed  proceeds  of  disposition  of  the
                           Purchased Shares  transferred by such Vendor shall be
                           such  amount as that  Vendor  shall  specify  in such
                           election; provided that the amount so specified is an
                           amount   within   the   parameters   established   in
                           subsection 85.1(5) of the Income Tax Act;


                  (ii)     the   Purchaser's    obligations    under   paragraph
                           "6.7(b)(i)"  hereinbelow shall be discharged upon its
                           execution  of the  prescribed  form for  making  such
                           election,  and  returning  said  form  to each of the
                           Vendors  within  seven  calendar  days of the date of
                           receipt  thereof.  Provided  that the  Purchaser  has
                           discharged such obligation,  the Purchaser shall have
                           no liability for any tax, interest, penalty, claim or
                           cost  whatsoever  which may arise  from the making or
                           failure to make such  election by any of the Vendors,
                           or the amounts selected in any such election; and


                                    ARTICLE 6
                          CLOSING AND EVENTS OF CLOSING


6.1 CLOSING AND CLOSING DATE. The closing (the "CLOSING") of the within purchase
and delivery of the Purchased Shares, as contemplated in the manner as set forth


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -54-


in Article "2" hereinabove,  together with all of the transactions  contemplated
by this  Agreement,  shall  occur on such  date or dates  following  the due and
complete  satisfaction  of all of the conditions  precedent which are set out in
Article  "5"  hereinabove  (the  "CLOSING  Date"),  or on such  earlier or later
Closing  Dates as may be agreed to in advance by each of the  Parties  hereto at
2:00 p.m. (Vancouver time) on each such Closing Date.


6.2  DOCUMENTS  TO BE  DELIVERED  BY THE VENDORS  AND THE  COMPANY  PRIOR TO THE
CLOSING DATE.  Not later than five calendar days prior to each Closing Date, and
in  addition  to the  documentation  which is  required  by the  agreements  and
conditions  precedent  which  are set forth  hereinabove,  the  Vendors  and the
Company  shall  also  execute  and  deliver,  or cause to be  delivered,  to the
Purchaser,  the Transfer Agent and/or the Escrow Agent, as applicable,  all such
other documents, resolutions and instruments as may be necessary, in the opinion
of  counsel  for  the  Purchaser,  acting  reasonably,  to  complete  all of the
transactions  contemplated by this Agreement and including,  without limitation,
the  necessary  transfer all of the Purchased  Shares to the Purchaser  free and
clear of all liens, charges and encumbrances,  and in particular including,  but
not being limited to, the following materials:


         (a)      all  documentation  as may be necessary and as may be required
                  by the  solicitors for the Purchaser,  acting  reasonably,  to
                  ensure that all of the Purchased Shares have been transferred,
                  assigned  and  are  registerable  in the  name  of and for the
                  benefit of the Purchaser  under all  applicable  corporate and
                  securities laws;


         (b)      the certificates  representing the Purchased Shares registered
                  in the  respective  names of the Vendors and duly endorsed for
                  transfer to the  Purchaser  and/or  irrevocable  stock  powers
                  transferring the Purchased Shares to the Purchaser;


         (c)      a certificate  representing the Purchased Shares registered in
                  the name of the Purchaser;


         (d)      a copy of the resolutions of the directors of the Company (and
                  of any of the Vendors, if necessary)  authorizing the transfer
                  by the Vendors to the Purchaser of the Purchased Shares;


         (e)      a copy of all  corporate  records  and books of account of the
                  Company and including,  without limiting the generality of the
                  foregoing,  a copy of all minute books,  share register books,
                  share certificate books and annual reports of the Company;


         (f)      a  certificate  of an officer of the Company,  dated as of the
                  Closing  Date,  acceptable in form to the  solicitors  for the
                  Purchaser, acting reasonably,  certifying that the warranties,
                  representations,  covenants  and  agreements  of  the  Company


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -55-


                  contained  in this  Agreement  are  true  and  correct  in all
                  respects  and will be true and correct as of the Closing  Date
                  as if made by the Company on the Closing Date;


         (g)      consents  to act or  other  documents  as may be  required  in
                  connection  with the  appointment of the existing  director of
                  the  Company  to  the  resulting  Board  of  Directors  of the
                  Purchaser,  all as the  Company may so  determine  in writing,
                  from time to time,  and in its sole and  absolute  discretion,
                  prior to the Closing Date;


         (h)      all remaining Business Documentation; and


         (i)      all such other  documents and instruments as the Purchaser may
                  reasonably require.


6.3  DOCUMENTS TO BE DELIVERED BY THE PURCHASER  PRIOR TO THE CLOSING DATE.  Not
later than five calendar days prior to each Closing Date, and in addition to the
documentation which is required by the agreements and conditions precedent which
are set forth  hereinabove,  the  Purchaser  shall also execute and deliver,  or
cause to be  delivered,  to the Company,  the  Transfer  Agent and/or the Escrow
Agent, as applicable,  all such other documents,  resolutions and instruments as
may be  necessary,  in the opinion of counsel  for the Vendors and the  Company,
acting  reasonably,  to complete all of the  transactions  contemplated  by this
Agreement and including,  without  limitation,  the necessary  acceptance of the
transfer of all of the Purchased  Shares to the Purchaser  free and clear of all
liens,  charges and  encumbrances,  and in particular  including,  but not being
limited to, the following materials:


         (a)      a copy of an ordinary  resolution of the  shareholders  of the
                  Purchaser or, where required, a special resolution,  approving
                  the  terms and  conditions  of this  Agreement  and all of the
                  transactions  contemplated  hereby,  and the Purchaser sending
                  all  required  notice  to  the  Purchaser's   shareholders  in
                  connection therewith, or, in the alternative and if acceptable
                  in accordance with applicable  corporate law,  shareholders of
                  the  Purchaser  holding over fifty percent (50%) of the issued
                  shares of the Purchaser  providing written consent resolutions
                  evidencing  their approval to the terms and conditions of this
                  Agreement and all of the  transactions  contemplated  together
                  with  certification of any required notice to all shareholders
                  of the Purchaser of such written consent resolutions;


         (b)      a copy of the  resolutions  of the  directors of the Purchaser
                  providing  for  the  approval  of  all  of  the   transactions
                  contemplated hereby and including, without limitation, each of
                  the matters provided for in paragraph "5.1(f)" hereinabove;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -56-


         (c)      an  executed  treasury  order  (or  treasury  orders)  of  the
                  Purchaser  providing  for  the  due  issuance  of  all  of the
                  Purchase  Price  Shares  to the  order  and  direction  of the
                  Vendors  in   accordance   with   sections   "2.2"  and  "2.3"
                  hereinabove;


         (d)      all  necessary  consents  and  approvals  in  writing  to  the
                  completion of the transactions contemplated herein;


         (e)      a certificate of an officer of the Purchaser,  dated as of the
                  Closing  Date,  acceptable in form to the  solicitors  for the
                  Vendors and the Company,  acting  reasonably,  certifying that
                  the warranties,  representations,  covenants and agreements of
                  the Purchaser contained in this Agreement are true and correct
                  and will be true and correct as of the Closing Date as if made
                  by the Purchaser on the Closing Date;


         (f)      an  opinion  of  counsel  to the  Purchaser,  dated  as at the
                  Closing Date,  and  addressed to the Vendors,  the Company and
                  their respective counsel,  in form and substance  satisfactory
                  to the Vendors' and the Company's  respective counsel,  acting
                  reasonably, and including the following:


                  (i)      the due incorporation,  existence and standing of the
                           Purchaser and its qualification to carry on business;


                  (ii)     the  authorized  and issued  capital of the Purchaser
                           (relying  on  a  certificate  of  the  registrar  and
                           Transfer  Agent of the  Purchaser as to the number of
                           securities issued);


                  (iii)    all necessary  steps and  proceedings  and including,
                           without  limitation,  compliance  with all applicable
                           securities  laws,  have been taken in connection with
                           the  execution,  delivery  and  performance  of  this
                           Agreement and the transactions  contemplated  herein;
                           and


                  (iv)     the due  issuance  of the  Shares  as fully  paid and
                           non-assessable  and having been issued in  accordance
                           with  an  applicable   registration   and  prospectus
                           exemption available under the Securities Act; and


         (g)      all such other  documents and  instruments as the Vendors' and
                  the Company's respective solicitors may reasonably require.


                                    ARTICLE 7
                           DUE DILIGENCE INVESTIGATION


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -57-


7.1 DUE  DILIGENCE.  Each of the Parties  hereto  shall  forthwith  conduct such
further  due  diligence  examination  of the  other  Parties  hereto as it deems
appropriate.


7.2  CONFIDENTIALITY.  Each  Party  may in a  reasonable  manner  carry out such
investigations  and due diligence as to the other Parties  hereto,  at all times
subject to the  confidentiality  provisions of Articles "8" and "9" hereinbelow,
as each Party deems necessary.  In that regard the Parties agree that each shall
have full and complete  access to the other Parties' books,  records,  financial
statements and other documents,  articles of incorporation,  by-laws, minutes of
Board of Directors' meetings and its committees, investment agreements, material
contracts and as well such other  documents and materials as the Parties hereto,
or their respective solicitors,  may deem reasonable and necessary to conduct an
adequate due diligence  investigation of each Party,  its respective  operations
and financial condition prior to the Closing.


                                    ARTICLE 8
                                 NON-DISCLOSURE


8.1 NON-DISCLOSURE.  Subject to the provisions of section "8.3" hereinbelow, the
Parties  hereto,  for  themselves,  their  officers,  directors,   shareholders,
consultants,  employees and agents, agree that they each will not disseminate or
disclose,  or knowingly allow, permit or cause others to disseminate or disclose
to third  parties  who are not  subject  to  express  or  implied  covenants  of
confidentiality, without the other Parties' express written consent, either: (i)
the fact or  existence  of this  Agreement or  discussions  and/or  negotiations
between them involving,  INTER ALIA,  possible business  transactions;  (ii) the
possible substance or content of those discussions; (iii) the possible terms and
conditions of any proposed  transaction;  (iv) any statements or representations
(whether  verbal  or  written)  made by  either  Party  in the  course  of or in
connection with those  discussions;  or (v) any written material generated by or
on behalf of any Party and such contacts,  other than such  disclosure as may be
required under applicable securities legislation or regulations, pursuant to any
order of a Court or on a "need to know" basis to each of the Parties' respective
professional advisors.


8.2  DOCUMENTATION.  Any document or written material  generated by either Party
hereto in the course of, or in connection with, the due diligence investigations
conducted  pursuant to this Agreement  shall be marked or deemed  "Confidential"
and shall be treated by each Party as a trade secret of the other Parties.  Upon
termination  of this  Agreement  prior  to  Closing  all  copies  of any and all
documents  obtained  by any Party from any other  Party  herein,  whether or not
marked "Confidential", shall be returned to the other Parties forthwith.


8.3 PUBLIC  ANNOUNCEMENTS.  Notwithstanding the provisions of this Article,  the
Parties  hereto  agree  to make  such  public  announcements  of this  Agreement
promptly upon its execution in accordance  with the  requirements  of applicable
securities legislation and regulations.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -58-


                                    ARTICLE 9
                           PROPRIETARY INFORMATION AND
                  ADDITIONAL OBLIGATIONS OF THE PARTIES HERETO


9.1 CONFIDENTIAL  INFORMATION.  Each Party hereto  acknowledges that any and all
information  which a Party may obtain from,  or have  disclosed to it, about the
other Parties  constitutes  valuable trade secrets and proprietary  confidential
information of the other Parties (collectively, the "CONFIDENTIAL INFORMATION").
No such  Confidential  Information  shall be published by any Party  without the
prior written  consent of the other  Parties  hereto,  however,  such consent in
respect of the reporting of factual data shall not be unreasonably withheld, and
shall  not be  withheld  in  respect  of  information  required  to be  publicly
disclosed  pursuant to applicable  securities or corporation laws.  Furthermore,
each Party hereto undertakes not to disclose the Confidential Information to any
third party  without  the prior  written  approval  of the other  Parties and to
ensure that any third party to which the  Confidential  Information is disclosed
shall  execute an  agreement  and  undertaking  on the same  terms as  contained
herein.


9.2 IMPACT OF BREACH OF CONFIDENTIALITY. The Parties hereto acknowledge that the
Confidential  Information is important to the  respective  businesses of each of
the  Parties  and  that,  in  the  event  of  disclosure  of  the   Confidential
Information,  except as authorized hereunder,  the damage to each of the Parties
hereto,  or to either  of them,  may be  irreparable.  For the  purposes  of the
foregoing  sections the Parties  recognize and hereby agree that a breach by any
of the  Parties  of any of the  covenants  therein  contained  would  result  in
irreparable harm and significant  damage to each of the other Parties that would
not be adequately  compensated for by monetary award.  Accordingly,  the Parties
agree that in the event of any such breach,  in addition to being  entitled as a
matter  of right to apply to a Court of  competent  equitable  jurisdiction  for
relief by way of restraining  order,  injunction,  decree or otherwise as may be
appropriate to ensure compliance with the provisions hereof, any such Party will
also be liable to the other Parties, as liquidated damages,  for an amount equal
to the amount  received and earned by such Party as a result of and with respect
to any such breach.  The Parties also  acknowledge  and agree that if any of the
aforesaid restrictions,  activities,  obligations or periods are considered by a
Court of competent  jurisdiction as being  unreasonable,  the Parties agree that
said  Court  shall have  authority  to limit such  restrictions,  activities  or
periods as the Court deems proper in the circumstances. In addition, the Parties
further  acknowledge  and agree that all  restrictions  or  obligations  in this
Agreement are  necessary and  fundamental  to the  protection of the  respective
businesses of each of the Parties and are reasonable and valid, and all defenses
to the strict enforcement  thereof by either of the Parties are hereby waived by
the other Parties.


9.3 COMPLIANCE WITH  APPLICABLE  LAWS. The Parties will comply with all U.S. and
foreign  laws,  whether  federal,  provincial  or  state,  applicable  to  their
respective duties hereunder and, in addition,  hereby represent and warrant that
any information  which they may provide to any person or company hereunder will,
to the best of their respective  knowledge,  information and belief, be accurate
and complete in all material  respects and not misleading,  and will not omit to
state any fact or information which would be material to such person or company.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -59-


9.4 OPINIONS,  REPORTS AND ADVICE OF THE VENDORS.  The Vendors  acknowledge  and
agree that all written and oral opinions, reports, advice and materials provided
by the Vendors to the Purchaser or the Company in  connection  with purchase and
sale contemplated herein are intended solely for the Purchaser's benefit and for
the Purchaser's use only, and that any such written and oral opinions,  reports,
advice and  information  are the exclusive  property of the  Purchaser.  In this
regard the Vendors  covenant and agree that the  Purchaser  may utilize any such
opinion,  report,  advice and materials for any other  purpose  whatsoever  and,
furthermore, may reproduce, disseminate, quote from and refer to, in whole or in
part,  at any time and in any  manner,  any such  opinion,  report,  advice  and
materials in the Purchaser's sole and absolute  discretion.  The Vendors further
covenant and agree that no public  references to the  Purchaser,  the Company or
the Vendors,  or  disclosure of the Vendors' role in respect of the Purchaser or
the Company,  be made by the Vendors  without the prior  written  consent of the
Purchaser in each  specific  instance  and,  furthermore,  that any such written
opinions,  reports,  advice or materials shall, unless otherwise required by the
Purchaser,  be provided by the Vendors to the  Purchaser in a form and with such
substance as would be acceptable  for filing with and approval by any Regulatory
Authority having  jurisdiction over the affairs of the Purchaser and the Company
from time to time.


                                   ARTICLE 10
                   AMENDMENT, POWER OF ATTORNEY AND VARIATIONS


10.1 ASSIGNMENT.  Save and except as provided herein,  no Party hereto may sell,
assign,  pledge  or  mortgage  or  otherwise  encumber  all or any  part  of its
respective  interest  herein without the prior written  consent all of the other
Parties hereto.


10.2 AMENDMENT.  This Agreement and any provision thereof may only be amended in
writing  and  only  by duly  authorized  signatories  of each of the  respective
Parties hereto.


10.3 POWER OF ATTORNEY ON BEHALF OF THE VENDORS.  In order to better provide for
the  administration  and  completion  of  each  of the  transactions  which  are
contemplated  by the terms and  conditions of this  Agreement,  each Vendor does
hereby make, constitute and appoint Douglas Humphreys,  a Vendor and the current
Managing  Director of the Company,  or such other present or future  director or
officer of the Company as Mr. Humphreys may appoint in writing,  and in his sole
and absolute  discretion,  in his time(s) of absence (the  "ATTORNEY"),  as such
Vendor's  true and lawful  Attorney for such Vendor and in such  Vendor's  name,
place and stead and for the sole  purpose  and power of  specifically  doing all
acts and executing  all deeds,  resolutions,  documents,  matters and things and
including,  without limitation, any agreement supplemental thereto, which may be
necessary to be done in such  Vendor's  place and stead and in order to complete
all of  transactions  on such  Vendor's  behalf which may be required  under the
terms and conditions of this Agreement (the "POWER OF ATTORNEY"). In this regard
the within Power of Attorney for each particular  Vendor shall be effective from


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -60-


the Execution Date of this Agreement and shall continue in full force and effect
until the earlier of either the final Closing or the  termination  of the within
purchase and sale.


10.4  CORRECTIONS  AND AMENDMENTS TO BE MADE BY ATTORNEY.  Without in any manner
whatsoever limiting the Power of Attorney granted to the Attorney by each Vendor
as set forth  immediately  hereinabove,  the Vendors  hereby  also  specifically
authorize  the  Attorney to correct any errors in, to complete  any  information
missing from and to make any amendments to this Agreement, together with any and
all other  documents,  resolutions and  instruments as may be necessary,  in the
opinion of Attorney,  acting  reasonably,  to complete  all of the  transactions
contemplated by terms and conditions of this Agreement.


10.5  VARIATION  IN THE  TERMS  OF THIS  AGREEMENT  UPON  REVIEW.  It is  hereby
acknowledged  and agreed by each of the Parties  hereto that where any variation
in the terms and/or  conditions of this Agreement is reasonably  required by any
of the  Regulatory  Authorities  as a condition of their  respective  Regulatory
Approval  to any of the  terms  and  conditions  of  this  Agreement,  any  such
reasonable  variation or variation  will be deemed to be accepted by each of the
Parties hereto and form part of the terms and conditions of this Agreement.


                                   ARTICLE 11
                                  FORCE MAJEURE


11.1  EVENTS.  If any  Party  hereto  is at any time  prevented  or  delayed  in
complying with any provisions of this Agreement by reason of strikes, walk-outs,
labour  shortages,  power  shortages,  fires,  wars,  acts of God,  earthquakes,
storms,   floods,   explosions,   accidents,   protests  or   demonstrations  by
environmental  lobbyists  or native  rights  groups,  delays in  transportation,
breakdown  of  machinery,  inability to obtain  necessary  materials in the open
market, unavailability of equipment, governmental regulations restricting normal
operations, shipping delays or any other reason or reasons beyond the control of
that  Party,  then the time  limited  for the  performance  by that Party of its
respective  obligations hereunder shall be extended by a period of time equal in
length to the period of each such prevention or delay.


11.2 NOTICE. A Party shall, within seven calendar days, give notice to the other
Parties of each event of FORCE  MAJEURE under section  "11.1"  hereinabove,  and
upon cessation of such event shall furnish the other Parties with notice of that
event together with  particulars of the number of days by which the  obligations
of that  Party  hereunder  have been  extended  by virtue of such event of FORCE
MAJEURE and all preceding events of FORCE MAJEURE.


                                   ARTICLE 12
                             DEFAULT AND TERMINATION


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -61-


12.1  DEFAULT.  The Parties  hereto agree that if any Party hereto is in default
with  respect to any of the  provisions  of this  Agreement  (herein  called the
"DEFAULTING  PARTY"), the non-defaulting  Parties (herein called,  collectively,
the   "NON-DEFAULTING   PARTY")  shall  give  notice  to  the  Defaulting  Party
designating such default,  and within 10 calendar days after its receipt of such
notice, the Defaulting Party shall either:


         (a)      cure  such  default,  or  commence  proceedings  to cure  such
                  default and  prosecute  the same to  completion  without undue
                  delay; or


         (b)      give the Non-Defaulting  Party notice that it denies that such
                  default has occurred.


12.2 CURING THE DEFAULT.  If the default is not so cured or the Defaulting Party
does not commence or diligently proceed to cure the default,  the Non-Defaulting
Party may, by written notice given to the Defaulting Party at any time while the
default continues, terminate the interest of the Defaulting Party in and to this
Agreement.


12.3  TERMINATION.  In addition to the foregoing it is hereby  acknowledged  and
agreed by the Parties hereto that this Agreement will be immediately terminated,
unless otherwise extended in accordance with this Agreement hereinabove,  in the
event that:


         (a)      the  Ratification  has  not  been  satisfied  by  each  of the
                  Purchaser  and the Company  within five  business  days of the
                  Execution Date;


         (b)      each of the  Purchaser  and the  Company  fails to  complete a
                  successful  and  Initial  Due  Diligence  review  of the other
                  Party's   respective   businesses  and  operations  within  30
                  calendar days of the prior satisfaction of the Ratification;


         (c)      either of the  Parties  hereto  has not  either  satisfied  or
                  waived each of their respective conditions precedent;


         (d)      each of the conditions  specified in section "5.1" hereinabove
                  have not been  satisfied  in the  manner  and  within the time
                  periods as specified therein;


         (e)      either of the  Parties  hereto has failed to deliver or caused
                  to be delivered any of their respective  documents required to
                  be delivered;


         (f)      by agreement in writing by each of the Parties hereto;


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -62-


and in such event this  Agreement  will be terminated and be of no further force
and effect other than the obligations under Articles "7" and "8" hereinabove.


                                   ARTICLE 13
                                     NOTICE


13.1 NOTICE. Each notice, demand or other communication required or permitted to
be given under this  Agreement  shall be in writing and shall be sent by prepaid
registered  mail  deposited in a Post Office  addressed to the Party entitled to
receive the same,  or  delivered  to such  Party,  at the address for such Party
specified  above.  The  date  of  receipt  of  such  notice,   demand  or  other
communication  shall be the date of delivery thereof if delivered,  or, if given
by registered  mail as aforesaid,  shall be deemed  conclusively to be the third
calendar  day after the same shall  have been so  mailed,  except in the case of
interruption  of postal  services for any reason  whatsoever,  in which case the
date of  receipt  shall  be the  date on  which  the  notice,  demand  or  other
communication is actually received by the addressee.


13.2  CHANGE  OF  ADDRESS.  Either  Party  may at any time and from time to time
notify the other  Parties in writing of a change of address  and the new address
to which notice shall be given to it thereafter until further change.


                                   ARTICLE 14
                               GENERAL PROVISIONS


14.1 ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement to date
between  the  Parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties  hereto  with  respect  to the  subject  matter  of this  Agreement  and
including,  without  limitation,  the  Agreement  In  Principle  as between  the
Purchaser and the Company.


14.2 ENUREMENT.  This Agreement will enure to the benefit of and will be binding
upon the Parties hereto, their respective heirs,  executors,  administrators and
assigns.


14.3  SCHEDULES.  The  Schedules to this  Agreement are hereby  incorporated  by
reference into this Agreement in its entirety.


14.4 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -63-


14.5 APPLICABLE LAW. The situs of this Agreement is Blaine,  Washington,  U.S.A.
and for all purposes this Agreement will be governed  exclusively by,  construed
and enforced in accordance with, and attorn to the courts of the laws and Courts
prevailing in the State of Washington, U.S.A.


14.6 FURTHER  ASSURANCES.  The Parties  hereto  hereby,  jointly and  severally,
covenant and agree to forthwith,  upon request, execute and deliver, or cause to
be executed and delivered,  such further and other deeds, documents,  assurances
and  instructions  as may be required by the Parties hereto or their  respective
counsel in order to carry out the true nature and intent of this Agreement.


14.7  INVALID  PROVISIONS.  If any  provision  of this  Agreement is at any time
unenforceable  or invalid for any reason it will be severable from the remainder
of this Agreement and, in its  application at that time,  this Agreement will be
construed as though such  provision was not  contained  herein and the remainder
will continue in full force and effect and be construed as if this Agreement had
been executed without the invalid or unenforceable provision.


14.8 CURRENCY.  Unless otherwise  stipulated,  all payments  required to be made
pursuant to the  provisions of this  Agreement  and all money amount  references
contained herein are in lawful currency of the United States.


14.9 SEVERABILITY AND CONSTRUCTION.  Each Article, section,  paragraph, term and
provision  of this  Agreement,  and any  portion  thereof,  shall be  considered
severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible  (all of which shall remain  binding on the Parties and continue to
be given full force and  agreement as of the date upon which the ruling  becomes
final).


14.10  CAPTIONS.  The captions,  section  numbers,  Article numbers and Schedule
numbers  appearing in this  Agreement are inserted for  convenience of reference
only and shall in no way define, limit, construe or describe the scope or intent
of this Agreement nor in any way affect this Agreement.


14.11  COUNTERPARTS.  This  Agreement may be signed by the Parties  hereto in as
many  counterparts as may be necessary and, if required,  by facsimile,  each of
which so signed being deemed to be an original,  and such counterparts  together
shall  constitute one and the same instrument and,  notwithstanding  the date of
execution,  will be deemed to bear the Execution  Date as set forth on the front
page of this Agreement.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -64-


14.12  NO  PARTNERSHIP  OR  AGENCY.  The  Parties  hereto  have  not  created  a
partnership  and  nothing  contained  in  this  Agreement  shall  in any  manner
whatsoever  constitute any Party the partner,  agent or legal  representative of
any other  Party,  nor create any  fiduciary  relationship  between them for any
purpose  whatsoever.  No Party shall have any authority to act for, or to assume
any  obligations or  responsibility  on behalf of, any other party except as may
be,  from  time to time,  agreed  upon in  writing  between  the  Parties  or as
otherwise expressly provided.


14.13 CONSENTS AND WAIVERS.  No consent or waiver expressed or implied by either
Party  hereto in respect  of any  breach or  default  by any other  Party in the
performance by such other of its obligations hereunder shall:


         (a)      be valid unless it is in writing and stated to be a consent or
                  waiver pursuant to this section;


         (b)      be relied  upon as a consent to or waiver of any other  breach
                  or default of the same or any other obligation;


         (c)      constitute a general waiver under this Agreement; or


         (d)      eliminate or modify the need for a specific  consent or waiver
                  pursuant to this section in any other or subsequent instance.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>
                                      -65-


                  IN WITNESS WHEREOF each of the Parties hereto has hereunto set
its seal by the hand of its duly  authorized  signatory as of the Execution Date
as set forth on the front page of this Agreement.




ORIENT EXPLORATIONS LTD.            )       No. of Purchased Shares:   2,250,000
------------------------            )       ------------------------------------
                                    )
                                    )
                                    )
____________________________________)
Authorized Signatory                )




DOUGLAS HUMPHREYS                   )       No. of Purchased Shares:   750,000
-----------------                   )       ----------------------------------
                                    )
                                    )
                                    )
____________________________________)
Authorized Signatory                )




LEXINGTON OIL & GAS LTD. CO.,       )
----------------------------        )
                                    )
                                    )
                                    )
____________________________________)
Authorized Signatory                )




INTERGOLD CORPORATION               )
---------------------
                                    )
                                    )
                                    )
____________________________________)
Authorized Signatory                )


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                   SCHEDULE A



                  This is Schedule "A" to that certain Share Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.




                    PURCHASED SHARES, VENDORS AND SECURITIES

VENDORS                                     SHARES

Orient Explorations Ltd.                    2,250,000 Lexington Resources, Inc.
P.O. Box 10689 APO                          Restricted Common Shares
Grand Cayman, Cayman Islands

Douglas Humphreys                           750,000 Lexington Resources, Inc.
7545 Highway 270                            Restricted Common Shares
Holdenville, Oklahoma
74848


________


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                   SCHEDULE B



                  This is Schedule "B" to that certain Share Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.



                         COMPANY'S FINANCIAL STATEMENTS


                     Refer to the materials attached hereto.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                   SCHEDULE C


                  This is Schedule "C" to that certain Share Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.



                               Company's Property


LEXINGTON OIL & GAS LTD. CO.
PROPERTIES

1.            DOC COLE LEASE (160 ACRES) - Current Operator Paluca Petroleum,
              Inc.

              Legal Description:            Garvin County Oklahoma: County
                                            Section 8, Township 1N, Range 3W

              Well Names:                   Doc Cole 1B thru Doc Cole 11B;
                                            Eleven wells; 75% N.R.I.; 100% W.I.

                                            Doc Cole 1A; One well; 66.479
                                            N.R.I.; 100% W.I.

              Well Depth:                   Wells are approximately 2,800 feet
                                            deep, producing from the
                                            Pennsylvania Sand Zone.

              Summary:                      Of the twelve wells 5 are currently
                                            producing  and  1  well  is a  water
                                            disposal well. Current production is
                                            between 8 to 14  barrels  of oil per
                                            day.  To  activate  other wells will
                                            require     additional     work-over
                                            expenses.

              Potential:                    There is the  potential  to drill an
                                            additional 5 wells on the  property.
                                            Requires  additional  geological and
                                            engineering   review.  When  initial
                                            wells  were  drilled  they  produced
                                            between  75 and 100  barrels  of oil
                                            per  day.  Wells  adjacent  to  this
                                            property  have   produced   sizeable
                                            increases    with   new   types   of
                                            treatments and water floods.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                      -2-


2.            ATWOOD  BOOCH  SAND  UNIT,  Consisting  of  the  Cates  Lease  and
              Stephenson  Lease (80 Acres) Current  Operator  Peluca  Petroleum,
              Inc.

              Legal Description:            Hughes County Oklahoma: County
                                            Section 15, Township 6N, Range 9E

              Well Names:                   J.N. Cates #1, Cates #2,  Stephenson
                                            #1 and  Stephenson  #2;  Four Wells;
                                            76.171875 N.R.I.; 100% W.I.

              Well Depth:                   Wells are approximately 2,900 feet
                                            deep, producing from the Booch Zone.

              Summary:                      Two wells producing 5 to 6 barrels
                                            per  day.  An  additional   well  is
                                            currently being worked on and should
                                            be  in  production  within  a  week,
                                            increasing       production       by
                                            approximately 3 barrels per day.

              Potential:                    Originally an ARCO (Atlantic Rich-
                                            field)   property.   There   are  an
                                            additional   4  well  bores  on  the
                                            Stephenson lease that could possibly
                                            be activated.  Additional Geological
                                            work is required to evaluate  deeper
                                            zones and behind pipe potential.


3. WAGNON LEASE (590.2 acres)

              Legal Description:            Pittsburg County, Oklahoma; County
                                            Section 2, Township 8N, Range 17E

              Well Name:                    No wells have been drilled. Property
                                            has the  potential to drill 5 wells.
                                            Initial planning is the 3 horizontal
                                            wells.

              Well Depth:                   Wells will have a total drilled
                                            depth of  approximately  4,000  feet
                                            (includes    both    vertical    and
                                            horizontal depths).

              Production Zone:              This property is a Coal Bed Methane
                                            prospect  ("CBM").  The  property is
                                            located  in  the   prolific   Arkoma
                                            Basin.  The  CBM is  located  in the
                                            Hartshorne zone.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                      -3-


                                            Wells adjacent to this property have
                                            come  in  an   average   of  between
                                            500,000 and  1,000,000  MCF per day,
                                            although  a number  of the wells are
                                            producing  over a 1,000,000  MCF per
                                            day.

              Summary:                      It is proposed to initially drill 3
                                            horizontal CBM wells. The first well
                                            is expected to be drilled by the end
                                            of 2003.  The  remaining  wells  are
                                            expected  to be  completed  in early
                                            2004.

              Potential:                    This property is located in the
                                            middle  of one of  the  largest  CBM
                                            drilling programs  undertaken in the
                                            state of Oklahoma.  Major  companies
                                            located  in the area are;  Williams,
                                            Questar and Devon.


4.            JENEVA LEASE (40 acres) Currently operated by Paluca Petroleum,
              Inc.

              Legal Description:            Garvin County, Oklahoma; County
                                            Section 4, Township 1N, Range 3W.

              Well Names:                   Jeneva #1, Jeneva#2 and Jeneva #3;
                                            76% N.R.I.; 100% W.I.

              Well Depth:                   Wells are approximately 2,800 feet
                                            deep, producing from the Helvy zone.

              Summary:                      There are two producing wells and
                                            one disposal  well on the  property.
                                            Wells  are not  currently  producing
                                            waiting on  approval/permitting  for
                                            the disposal well.

              Potential:                    When wells reach production will be
                                            in the 3 to 4  barrels  of  oil  per
                                            day.  Re-working  wells and fracking
                                            wells  have   produced   significant
                                            improvements. Wells in the area gave
                                            gone from 1-3 barrels of oil per day
                                            to 13-16 bopd.



5.            SASAKWA  GILCREASE  SAND  UNIT  (500  Acres)  Currently  operated
              by Paluca Petroleum Inc.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                      -4-


              Legal Description:            Seminole County, Oklahoma; County
                                            Section 24,  Township  6N, Range 3W.
                                            87.50% N.R.I.; 100% W.I.

              Well Names:                   Sasakwa Gilcrease 3,4,7,9,10,11,12,
                                            13,14,15,16 (eleven wells)

              Well Depth:                   Wells are approximately 2,900 feet
                                            deep  and  production  is  from  the
                                            Gilchrist and Cromwell zones.

              Summary:                      When   wells    initially    drilled
                                            produced  200 to 250 bopd.  No wells
                                            are producing currently.  Waiting on
                                            approval for disposal well.  Initial
                                            production  will  be in  the 7 to 10
                                            bopd  from 4 wells.  Of the 11 wells
                                            three are injection wells and 1 is a
                                            disposal well.  The remaining  three
                                            wells  can  become   producing  with
                                            relatively minor work.

              Potential:                    The lease has  additional  potential
                                            for  production  in the  Calvin  and
                                            Senora zones, producing both oil and
                                            gas at approximately 1500 feet. Some
                                            additional  geology will be required
                                            drilling or access  production  from
                                            existing well bores.


6.            LEASES  CURRENTLY  UNDER  REVIEW  THAT  ARE  INCLUDED  IN  THE
              ACQUISITION  BUT REQUIRES  FURTHER REVIEW BEFORE  TRANSFERRING
              TITLES TO COMPANY.

              a.  Wilson Lease, Oklahoma County Oklahoma.  9,000 foot well. Past
                  production  was from the Red Folk Zone.  When well was shut in
                  it was  producing 100 MCF per day. The logs indicate data that
                  shows   a  very   strong   possibility   of  gas  up  pipe  at
                  approximately  7,500  feet - could  produce  250,000 + MCF per
                  day.  Located in the city  limits of  Oklahoma  City  requires
                  special bonds.

              b.  Wood Lease, Garvin County, Oklahoma.  Consists of 1 well on 10
                  acres at 2,800 feet.  It requires a water  disposal well to be
                  viable.   Currently   speaking   with   landowner  to  discuss
                  possibilities  of using disposal well on the property.  If not
                  some new technology re: holding back water may be feasible.


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                      -5-


OPERATING COMPANY:

Currently all the above wells except for the Wagnon Lease are operated by Paluca
Petroleum. It is Lexington's intention to transfer well operations to Oak Hills.
Oak Hills has  operated  and drilled  wells since 1996.  Its  President  is Doug
Humphreys  who has  drilled and in excess of 500 wells from  shallow  1,000 foot
wells to as deep as 20,000 feet and has operated over 549 wells in 5 states.









                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                   SCHEDULE D



              This is Schedule  "D": to that certain  Share  Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.


                          COMPANY'S MATERIAL CONTRACTS





==========


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                   SCHEDULE E



              This is Schedule  "E": to that certain  Share  Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.



                         COMPANY'S LIST OF BANK ACCOUNTS

Lexington Oil & Gas Ltd. Co.:






<PAGE>


                                   SCHEDULE F



              This is Schedule  "F" to that  certain  Share  Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.



                        PURCHASER'S FINANCIAL STATEMENTS


                         COMPANY'S FINANCIAL STATEMENTS


                              INTERGOLD CORPORATION
                          (A Development Stage Company)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003

                                   (UNAUDITED)

CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                      -2-


<TABLE>
<CAPTION>

                              INTERGOLD CORPORATION
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

                                                                                    September 30,     December 31,
                                                                                             2003             2002
------------------------------------------------------------------------------------------------------------------
                                                                                     (Unaudited)
<S>                                                                                  <C>              <C>
                                     ASSETS

CURRENT ASSETS
   Cash                                                                              $       819      $       227
------------------------------------------------------------------------------------------------------------------

                                                                                     $       819      $       227
==================================================================================================================


               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                          $   674,146      $   592,061
   Loans payable (Note 3)                                                                418,195        1,258,718
   Notes payable                                                                               -           51,890
   Accrued Series A warrant redemption payable                                                 -           60,000
   Accrued interest payable (Note 3)                                                     277,693          534,453
------------------------------------------------------------------------------------------------------------------

                                                                                       1,370,034        2,497,122
------------------------------------------------------------------------------------------------------------------

GOING CONCERN CONTINGENCY (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 4)
   Common stock $.00025 par value; 200,000,000 shares authorized
      521,184 (2002 - 257,135) post reverse-split shares issued and outstanding           39,081           19,284
   Preferred stock, $.001 par value; 75,000,000 shares authorized
      Issued and outstanding
      Series A - nil shares (2002 - 6,200,000 shares)                                          -            6,200
      Series B - nil shares (2002 - 2,510,000 shares)                                          -            2,510
   Additional paid-in capital                                                         13,974,004       10,298,039
   Deficit accumulated during the development stage                                  (15,382,300)     (12,822,928)
------------------------------------------------------------------------------------------------------------------

                                                                                      (1,369,215)      (2,496,895)
------------------------------------------------------------------------------------------------------------------

                                                                                     $       819      $       227
==================================================================================================================


The  accompanying  notes  are an  integral  part of these  interim  consolidated financial statements.

</TABLE>




<PAGE>


                                      -3-


<TABLE>
<CAPTION>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                               Three months     Three months     Nine months     Nine months     July 26, 1996
                                               ended Sept.      ended Sept.      ended Sept.     ended Sept.     (inception) to
                                                 30, 2003         30, 2002         30, 2003        30, 2002      Sept 30, 2003
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>             <C>             <C>

REVENUE
   Other income                                 $      -         $      -         $       -       $        -      $      1,699
------------------------------------------------------------------------------------------------------------------------------

EXPENSES
   Mineral property exploration expenses               -                -                                  -         5,882,078
   Directors fees                                      -                -                 -                -            21,500
   General and administrative                     32,198           25,945            97,050           80,130         4,533,655
   Interest expense                               26,416           46,345            73,489          124,274           670,220
   Loss on settlement of debt                          -                -                 -                -         1,317,540
   Professional fees (recovery)                    3,995            6,382            21,808          (37,479)        1,872,899
   Realized loss on sale of available for
       sale investment                                 -                -                 -                -            20,000
   Gain on settlement of lawsuit                       -                -                 -                -        (1,589,224)
------------------------------------------------------------------------------------------------------------------------------
                                                  62,609           78,762           192,347          166,925        12,728,668
------------------------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD                         $(62,609)        $(78,672)        $(192,347)      $ (166,925)     $(12,728,668)
==============================================================================================================================



BASIC NET LOSS PER SHARE                        $  (0.14)        $  (0.31)        $   (0.45)      $    (0.65)
============================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING       449,827          257,135           428,711          257,135
============================================================================================================


The  accompanying  notes  are an  integral  part of these  interim  consolidated financial statements.

</TABLE>





<PAGE>


                                      -4-


<TABLE>
<CAPTION>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

             FOR THE PERIOD DECEMBER 31, 2002 TO SEPTEMBER 30, 2003

                                   (UNAUDITED)

                                                                                                        Deficit
                                                                                                      Accumulated
                                                                                        Additional      during
                                            Common stock           Preferred stock       Paid-in      Development
                                          Shares       Amount      Shares      Amount    Capital         Stage          Total
                                       ------------   --------   ----------   -------   -----------   -----------     -----------
<S>                                      <C>          <C>         <C>         <C>       <C>           <C>             <C>

Balance, December 31, 2002               77,140,600   $ 19,284    8,710,000   $ 8,710   $10,298,039   $(12,822,928)   $(2,496,895)


20% cumulative dividends payable on
   Conversion of Series A Preferred
   Stock                                          -          -            -         -             -     (1,371,475)    (1,371,475)

Expiry of Series A Preferred Stock
   Share Purchase Warrant                         -          -            -         -        60,000              -         60,000

Issuance of common stock in
settlement of Cumulative dividend on
converted Series A Preferred stock        5,485,900      1,371            -         -     1,370,104              -      1,371,475

Issuance of common stock pursuant to
   Conversion of Series A Preferred
   stock                                  6,200,000      1,550   (6,200,000)   (6,200)        4,650              -              -

20% cumulative dividends payable on
   Conversion of Series B Preferred
   Stock                                          -          -            -         -             -       (995,550)      (995,550)

Issuance of common stock in settlement
   of Cumulative dividend on converted
   Series B Preferred stock               1,991,100        498            -         -       995,052              -        995,550

Issuance of common stock pursuant to
   Conversion of Series B Preferred
   stock                                  2,510,000        628   (2,510,000)   (2,510)        1,882              -              -

Issuance of common stock in
   settlement of debt                    63,001,343     15,750            -         -     1,244,277              -      1,260,027
                                       ------------------------------------------------------------------------------------------

Balance before reverse stock split      156,328,943     39,081            -         -    13,974,004    (15,189,953)    (1,176,868)

300:1 reverse stock split, August 8,
   2003                                (155,807,759)         -            -         -             -              -              -

Net Loss, period ended Sept. 30, 2003             -          -            -         -             -       (192,347)      (192,347)
                                       ------------------------------------------------------------------------------------------
                                            521,184   $ 39,081            -   $     -   $13,974,004   $(15,382,300)   $(1,369,215)
                                       ==========================================================================================


The  accompanying  notes  are an  integral  part of these  interim  consolidated financial statements.

</TABLE>




<PAGE>


                                      -5-


<TABLE>
<CAPTION>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                                    Nine months       Nine months     July 26, 1996
                                                                          ended             ended    (inception) to
                                                                 Sept  30, 2003    Sept  30, 2002     Sept 30, 2003
-------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                          $(192,347)        $(166,925)       $(12,779,600)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
  - Depreciation                                                           -                 -               1,634
  - Loss on disposal of fixed assets                                       -                 -               2,666
  - (Gain) loss on expense recoveries and settlement of debt                           (65,501)          1,317,540
  - Gain on settlement of lawsuit                                          -                 -          (1,589,224)
  - Loss on sale of investment                                             -                 -              20,000
  - Non-cash exploration costs                                             -                 -           2,860,000
  - Changes in working capital assets and liabilities
       Notes payable                                                       -           103,597                   -
       Accounts payable                                               (3,550)            4,561             625,810
       Accrued interest payable                                       73,489           124,274             667,527
       Accrued and unpaid fees payable                                90,000                 -             736,600
------------------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM (USED IN)
OPERATING ACTIVITIES                                                 (32,408)                6          (8,137,047)
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of available-for-sale investments                            -                 -            (170,000)
  Equipment purchases                                                      -                 -              (4,300)
------------------------------------------------------------------------------------------------------------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                -                 -            (174,300)
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances payable                                                    33,000                 -           1,751,508
  Sale of common stock                                                     -                 -           1,957,658
  Sale of Series A preferred stock                                         -                 -           2,500,000
  Sale of Series B preferred stock                                         -                 -           1,255,000
  Net cash received on settlement of lawsuit                               -                 -             798,000
  Note payable                                                             -                 -              50,000
------------------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                              33,000                 -           8,312,166
------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH                                              592                 6                 819

CASH, BEGINNING OF PERIOD                                                227               127                   -
------------------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                                $     819         $     133        $        819
==================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION:
During the period the Company  issued  shares of common stock in  settlement  of
cumulative  dividends  payable on Series A and Series B  preferred  stock and in
settlement of debt. (Refer to Note 4).

The  accompanying  notes  are an  integral  part of these  interim  consolidated financial statements.

</TABLE>



<PAGE>


                                      -6-


                              INTERGOLD CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 1: NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION

The  Company  was  previously  involved  in  mineral  property  exploration  and
development.  To date, the Company has not generated  significant  revenues from
operations and has a working capital  deficit and a stockholders'  deficiency of
$1,369,215 at September 30, 2003.  The Company's  continuance  of operations and
movement into an operating  basis are contingent on raising  additional  working
capital,  settling its outstanding debts and on the future  development of a new
business venture.  Advances from certain significant  shareholders will form the
primary  source of  short-term  funding for the  Company  during the next twelve
months.  Accordingly,  these factors raise substantial doubt about the Company's
ability to continue as a going concern.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-B. They do not include all  information  and  footnotes  required by generally
accepted  accounting  principles  for complete  financial  statements.  However,
except  as  disclosed  herein,  there  have  been  no  material  changes  in the
information  disclosed  in the notes to the  financial  statements  for the year
ended  December 31, 2002 included in the Company's  Annual Report on Form 10-KSB
filed  with the  Securities  and  Exchange  Commission.  The  interim  unaudited
consolidated  financial  statements  should be read in  conjunction  with  those
financial  statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation,  consisting solely
of normal recurring adjustments,  have been made. Operating results for the nine
months ended  September 30, 2003 are not  necessarily  indicative of the results
that may be expected for the year ending December 31, 2003.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION
The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  subsidiary,  International Gold Corporation  ("IGC").  IGC was
acquired by purchase on July 23, 1997.  The  acquisition of  International  Gold
Corporation  has been accounted for on the purchase  method of  accounting.  All
significant intercompany transactions and account balances have been eliminated.

MINERAL PROPERTIES
The Company's resource property  acquisition,  exploration and development costs
were expensed as incurred.  Once the Company has determined  that a property can
be  economically  developed,  further  exploration  and  development  costs  are
capitalized.  The capitalized costs are depleted on a property-by-property basis
over  the  estimated  useful  lives  of  the  properties  upon  commencement  of
commercial  production using the  unit-of-production  method.  Capitalized costs
relating to mineral  properties which are sold or abandoned are written off when
such events  occur.  The proceeds  received from  property  options  granted are
applied against the costs of the related  property and any excess is included in
earnings  for the period.  The Company  reviews the  carrying  value of resource
properties  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value may not be recoverable, at which time a write-down is recorded.




<PAGE>


                                      -7-


EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing  earnings (loss) for the
period by the  weighted  average  number of common  shares  outstanding  for the
period.  Fully diluted earnings (loss) per share reflects the potential dilution
of securities by including other potential common stock,  including  convertible
preferred  shares,  in the weighted average number of common shares  outstanding
for a period  and is not  presented  where  the  effect  is  anti-dilutive.  The
presentation  is only of  basic  earnings  (loss)  per  share as the  effect  of
potential  dilution of securities  has no effect on the current  period's  basic
earnings per share.

FINANCIAL INSTRUMENTS
The fair  value of the  Company's  financial  assets and  financial  liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

STOCK-BASED COMPENSATION
In December  2002, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard  No.  148,  "Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure"   ("SFAS  No.  148"),  an  amendment  of  Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The  purpose of SFAS No. 148 is to: (1) provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based  employee  compensation,  (2) amend the disclosure
provisions  to require  prominent  disclosure  about the effects on reported net
income of an entity's  accounting  policy  decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the  Company  for the  period  ended  September  30,  2003 and the  required
disclosures have been made below.

The  Company  has  elected to  continue  to  account  for  stock-based  employee
compensation  arrangements  using the intrinsic value based method in accordance
with the provisions of Accounting  Principles Board Opinion No. 25,  "Accounting
for Stock Issued to  Employees",  ("APB No. 25") and comply with the  disclosure
provisions of SFAS No. 123 as amended by SFAS No. 148 as described above.  Under
APB No. 25, compensation expense is recognized based on the difference,  if any,
on the date of grant between the estimated fair value of the Company's stock and
the amount an employee  must pay to acquire the stock.  Compensation  expense is
recognized  immediately  for past services and pro-rata for future services over
the option-vesting period. In addition, with respect to stock options granted to
employees,  the Company provides  pro-forma  information as required by SFAS No.
123  showing  the  results  of  applying   the  fair  value   method  using  the
Black-Scholes option pricing model.

In accordance with SFAS No. 123, the Company applies the fair value method using
the  Black-Scholes  option-pricing  model in accounting  for options  granted to
consultants.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with SFAS No. 123
and the  conclusions  reached  by the  Emerging  Issues  Task Force in Issue No.
96-18.   Costs  are  measured  at  the  estimated   fair  market  value  of  the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.



<PAGE>


                                      -8-


The  Company  has  also  adopted  the  provisions  of the  Financial  Accounting
Standards  Board  Interpretation  No.44,  Accounting  for  Certain  Transactions
Involving  Stock  Compensation - An  Interpretation  of APB Opinion No. 25 ("FIN
44"),  which provides  guidance as to certain  applications of APB 25. FIN 44 is
generally  effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method, future tax assets and liabilities are recognized for the future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Future tax assets  and  liabilities  are  measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  future  tax  assets  and  liabilities  of a change  in tax  rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive enactment.

COMPARATIVE FIGURES
Certain of the comparative  figures have been restated to conform to the current
year's presentation.

NOTE 3: LOANS AND ACCRUED INTEREST PAYABLE

LOANS PAYABLE
Loans payable are comprised of cash advances as follows:



                                             September 30,    December 31,
                                                 2003             2002
                                             -------------    ------------

Sonanini Holdings Ltd.                         $       -       $  442,770

Investor Communications International, Inc.      342,998          309,998

Tristar Financial Services Ltd.                        -          435,119

Brent Pierce                                      70,831           70,831
                                               --------------------------
                                               $ 413,829       $1,258,718
                                               ==========================



ACCRUED INTEREST PAYABLE
Demand loans and certain  accounts  payable bear 10% simple  interest.  There is
$261,978 of interest  accrued on these loans and liabilities as of September 30,
2003 (2002 - $473,408). See Note 6 - Related Party Transactions.

NOTE 4: STOCKHOLDERS' EQUITY

COMMON STOCK

On March 15, 2003 the Company  settled  $1,260,027  in loans,  notes and accrued
interest in exchange for the issuance of 210,004  post  reverse-split  shares of
the Company's common stock.




<PAGE>


                                      -9-


On March 15, 2003 the holders of 6,200,000  Series A preferred shares elected to
convert  their  shares  to  common  stock.  As a  result  cumulative  undeclared
dividends totaling $1,371,475 became payable on March 15, 2003. Accordingly, the
Company issued 38,953 post reverse-split  shares of common stock in exchange for
the 6,200,000 Series A preferred shares and settlement of the dividend liability
of  $1,371,475  in  accordance  with the terms of the Series A  preferred  stock
described below.

On March 15, 2003 the holders of 2,510,000  Series B preferred shares elected to
convert  their  shares  to  common  stock.  As a  result  cumulative  undeclared
dividends totaling $995,550 became payable on March 15, 2003.  Accordingly,  the
Company issued 15,004 post reverse-split  shares of common stock in exchange for
the 2,510,000 Series B preferred shares and settlement of the dividend liability
of  $995,550  in  accordance  with the  terms of the  Series B  preferred  stock
described below.

Effective March 10, 2003, the Company  increased the number of authorized shares
of common stock from  125,000,000  to  200,000,000 at a par value of $.00025 per
share.

PREFERRED STOCK

The Company authorized for issuance 5,000,000 shares of Preferred Stock at a par
value of $.001 per share at December 31, 1997.

Effective August 6, 1998, the Company  increased the number of authorized shares
of  preferred  stock from  5,000,000 to  75,000,000  at a par value of $.001 per
share.

SERIES A

Pursuant to a private  placement  memorandum  dated August 10, 1998, the Company
offered 50 Series A units at a cost of $50,000  each for a total of  $2,500,000.
Each unit  consisted  of 200,000  shares of Series A Preferred  stock with a par
value of $.001 per share and 200,000 warrants.  Each warrant entitles the holder
to purchase one share of restricted common stock at $.25 per share. The warrants
expired on July 31, 2001. The Series A preferred  shares were  redeemable by the
Company at any time after July 31,  2001 for $.25 per share,  plus  accrued  and
unpaid dividends. Dividends accrued cumulatively at the rate of 20% per year but
were payable annually in arrears when, as and if declared by the Company's Board
of  Directors  or upon  conversion  at the  election of the holders to shares of
common stock.  Each Series A preferred  share is  convertible  into one share of
restricted   common  stock  and  all  then  accrued  and  unpaid  dividends  are
convertible  into  restricted  common stock at the conversion  price of $.25 per
share.

As of September  30,  2003,  there are no Series A Preferred  shares  issued and
outstanding.

SERIES B

During  1999,  the  Company  completed  a  private  placement  of Series B units
consisting  of 100,000  shares of Series B  preferred  stock with a par value of
$.001 per share and 100,000  warrants.  The terms and conditions of the Series B
unit offering are similar to those of the Series A offering  except the cost per
share and any  conversion  price is at $0.50 per share and the Series B offering
is subordinate to the Series A offering.

As of September  30,  2003,  there are no Series B Preferred  shares  issued and
outstanding.

REVERSE STOCK SPLIT
Effective  August  7,  2003 the  Company  completed  a  reverse  stock  split of
one-for-three hundred of the Company's outstanding common stock,  resulting in a
reduction  of the then  outstanding  common  stock  from  156,328,943  shares to
521,184  shares.  The par value and the number of authorized but unissued shares
of the  Company's  common stock was not changed as a result of the reverse stock
split.




<PAGE>


                                      -10-


Except for in the Statement of Stockholders' Equity, unless otherwise noted, all
references to common stock, common shares outstanding, average numbers of common
shares outstanding and per share amounts in these Financial Statements and Notes
to Financial  Statements  prior to the effective date of the reverse stock split
have been restated to reflect the one-for-three  hundred common stock split on a
retroactive basis.

NOTE 5: EMPLOYEE STOCK OPTION PLAN

During 1997, the Company  authorized a Non-Qualified  Employee Stock Option Plan
for employees.  The plan authorized the issuance of 2,000,000 pre  reverse-split
options  that  can be  exercised  at $.50  per  share  of  common  stock  and an
additional 2,500,000 pre reverse-split options that can be exercised to purchase
shares of common stock at $1.00 per share.  All options  granted expire December
27, 2017.  Shares which may be acquired  through the plan may be authorized  but
unissued  shares of common  stock or issued  shares of common  stock held in the
Company's treasury. As of June 30, 2003 no stock options under the Non-Qualified
SOP have been exercised.

During the fiscal years ended December 31, 1999 and December 31, 2000, the Board
of Directors  of the Company  authorized  the grant of stock  options to certain
officers,  directors and consultants. The options granted consisted of 2,000,000
pre  reverse-split  options  with an exercise  price of $.50 per share of common
stock and 1,450,000 pre  reverse-split  options with an exercise  price of $1.00
per common share.  Selected  information  regarding the Company's employee stock
options as of September 30, 2003 are as follows:

As of August 7, 2003,  concurrent  with the  adoption of a New Stock Option Plan
(described  below), the Board of Directors of the Company voted to terminate the
Non-Qualified  SOP and to  unilaterally  cancel the 3,450,000  pre-reverse-split
options  as  granted.  The  Board of  Directors  based  its  decision  regarding
cancellation  of the stock  options on the fact that the  Non-Qualified  SOP and
subsequent  grants  of  stock  options  were  done  at a  time  when  management
anticipated   that  the  Company  would  have  a  viable  and  ongoing  business
development  venture  relating  to the mining  claims  located on the  Blackhawk
Property.  The grantees did not perform the services intended as the gold mining
claims did not contain any gold and associated  business  operations failed. The
business  venture  was  subject  to  litigation  (as  previously   disclosed  in
regulatory filings) and is no longer being pursued by the Company.



                                                 Sept. 30, 2003
                                         ------------------------------
                                                            Weighted
                                         Number of          average
                                          options        exercise price

Outstanding at beginning of period        3,450,000        $.71/share
Cancelled during period                  (3,450,000)       $.71/share
                                         ----------        ----------
Exercisable at end of period                    Nil                 -
                                         ==========        ==========



NEW STOCK OPTION PLAN
By Directors'  Resolution dated March 15, 2003 and effective August 7, 2003, the
Company adopted a New Stock Option Plan ("New SOP"). The New SOP shall be deemed
effective August 7, 2003. The New SOP provides  authority for the Board to grant
Options,  for the  purchase of a total  number of shares of the  Company's  post



<PAGE>


                                      -11-


reverse-split  common stock, not to exceed 3,500,000 post reverse-split  shares.
The option  period of options  granted under the New SOP shall be up to 10 years
and the option  price per share shall be no less than the fair market value of a
share of common stock on the date of grant of the stock option.  As of September
30,  2003 no options  have been  granted  under the New SOP and no  options  are
outstanding.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company,  on January 1, 1999,  entered into a management  services agreement
with  Investor  Communications,  Inc.  ("ICI")  to  provide  management  of  the
day-to-day  operations  of the  Company  for a two  year  term.  The  management
services  agreement requires monthly payments not to exceed $75,000 for services
rendered.  The Company's  subsidiary entered into a similar agreement on January
1, 1999  with  Amerocan  Marketing,  Inc.  ("Amerocan")  with  required  monthly
payments not to exceed $25,000 for services  rendered for a two year term.  Both
agreements  were  extended  for a further  two year  term to  January  1,  2003.
Subsequent  to January 1, 2003,  the  Agreement  with ICI has been extended on a
month-to month basis and the Agreement with Amerocan has expired and will not be
renewed.

An officer and director of Intergold  Corporation  has been contracted by ICI as
part  of  the  management  team  provided  to  Intergold   Corporation  and  its
subsidiary.  During the nine month  period ended  September  30, 2003 a total of
$90,000  (2002 -  $78,650)  was  incurred  to ICI  which  is also a  significant
shareholder,  for managerial,  administrative  and investor  relations  services
provided to the Company and its  subsidiary.  During the nine month period ended
September  30, 2003 ICI paid a total of $25,875  (2002 - $9,075) to this officer
and  director  for  services  provided  to the Company  and its  subsidiary.  In
addition,  during the nine month period ended  September 30, 2003, ICI and other
shareholders  paid  expenses on behalf of the Company  totaling  $33,000 (2002 -
$24,947).  As of September  30, 2003 the Company owed ICI a total of $652,805 in
accrued  management  fees  payable,  loans of $342,998  and interest of $267,959
accrued  on  outstanding  loans  and  management  fees  payable,  for a total of
$1,263,762 (2002 - $1,020,283). (Refer to Note 3)

During the nine month  period  ended  September  30,  2003 the  Company  settled
$1,260,027  in loans,  notes and  accrued  interest  due to  related  parties in
exchange for the issuance of 210,004  post-reverse split shares of the Company's
common stock.

NOTE 7: INCOME TAXES

The Company has adopted FASB No. 109 for reporting purposes. As of September 30,
2003,  the  Company  had net  operating  loss carry  forwards  of  approximately
$11,000,000  that may be available to reduce future years' income taxable income
and will  expire  between  the  years  2006 - 2018.  Due to the  uncertainty  of
realization the Company has provided a full valuation allowance for the deferred
tax assets resulting from these loss carry forwards.

NOTE 8: SUBSEQUENT EVENT

The Company commenced  negotiations in early September 2003 with Lexington Oil &
Gas Ltd. Lexington Oil & Gas Ltd. is a recently  organized  corporation with oil
and gas operations in the State of Oklahoma.  The Company has not entered into a
formal  agreement with Lexington Oil & Gas Ltd.  regarding  definitive terms and
provisions for  acquisition of Lexington Oil & Gas Ltd. and continues in its due
diligence.

Lexington Oil & Gas Ltd. has agreements to obtain varying property  interests in
Garvin,  Seminole,  Hughes,  Oklahoma,  and  Haskell  Counties  in the  State of
Oklahoma as a base of minor oil and gas production and inventory.  Many wells on
the  property  interests  are shut in and  require  re-work  programs  to obtain
production.  Various  upgrades to wells on these leases are planned to provide a
base of minor producing  wells. In addition to current property  interests,  the
company plans to concentrate new acquisitions in the Coal Bed Methane regions of





<PAGE>


                                      -12-


the  State of  Oklahoma  where  many  companies  have  employed  cost  effective
horizontal  drilling  methods  to  provide  long-term  gas  production.  Certain
properties  located in Oklahoma's  Arkoma Basin are in stages of  negotiation to
acquire property interests for the purposes of drilling.  The company expects to
weight its development initiatives towards gas production.

The Board of Directors  of the Company  recently  approved  the  execution of an
agreement in principle to be entered into between the Company and  Lexington Oil
& Gas Ltd.  The  proposed  agreement  will be  subject  to  standard  conditions
precedent, which management believes will include board of director approval and
ratification,  due  diligence,  and the  negotiation  and  execution of a formal
agreement.  Based upon the status of current  negotiations,  management believes
that by approximately mid-November,  a definitive Agreement will be entered into
between the Company and  Lexington Oil & Gas Ltd. It is  contemplated  that such
Agreement  may  require  the  issuance  by the  Company  of up to  approximately
3,000,000  shares of its  restricted  common  stock in exchange  for 100% of the
total issued and outstanding shares of Lexington Oil & Gas Ltd.

In the event that the Company is required to issue a sufficient number of shares
of its common stock,  such that the former  shareholders  of Lexington Oil & Gas
Ltd. acquire control of the Company,  the transaction will be accounted for as a
reverse  acquisition  with Lexington being treated as the accounting  parent and
the Company being treated as the accounting subsidiary.

Statements made in this Form 10-QSB that are not historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate,"  "approximate" or "continue," or the negative  thereof.  The Company
intends that such forward-looking  statements be subject to the safe harbors for
such  statements.  The  Company  wishes to caution  readers  not to place  undue
reliance on any such forward-looking statements, which speak only as of the date
made. Any forward-looking  statements represent management's best judgment as to
what may occur in the future. However, forward-looking statements are subject to
risks,  uncertainties  and important  factors  beyond the control of the Company
that could cause actual results and events to differ  materially from historical
results of operations and events and those  presently  anticipated or projected.
The Company disclaims any obligation  subsequently to revise any forward-looking
statements to reflect events or  circumstances  after the date of such statement
or to reflect the occurrence of anticipated or unanticipated events.

                                   ----------



<PAGE>


                                   SCHEDULE G



                  This is Schedule "G" to that certain Share Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.


                         PURCHASER'S MATERIAL CONTRACTS


                                      None
                                   ----------


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -


<PAGE>


                                   SCHEDULE H



                  This is Schedule "H" to that certain Share Exchange  Agreement
among each of the Vendor shareholders of LEXINGTON OIL & GAS LTD. CO., LEXINGTON
OIL & GAS LTD. CO. and  Intergold  Corporation  {changing its name to "Lexington
Resources, Inc."}.



                        PURCHASER'S LIST OF BANK ACCOUNTS


Bank Name:
Bank Address:

Telephone:
ABA Number:
Account Name:
Account Number:


                                   ----------


                          - Share Exchange Agreement -
    - Intergold Corporation changing its name to Lexington Resources, Inc. -