Filed by Automated Filing Services Inc. (604) 609-0244 - Miranda U.S.A., Inc. - Horse Mountain Mining Lease





 Mining Lease Agreement 

                This
  Mining Lease Agreement ("Agreement") is made and entered into by and among Bruce
  W. Miller, a single man ("Owner"), and Miranda U.S.A., Inc., a Nevada
  corporation ("Miranda").

 Recitals 

                A.               
  Owner owns the unpatented mining claims situated in Lander County, Nevada, which
  are described in Exhibit A attached to this Agreement. 

                B.               
  Owner and Miranda desire to formalize an agreement between them concerning the
  unpatented mining claims. 

                Now,
  therefore, in consideration of their mutual promises, the parties agree as follows:


 1.            Definitions.
  The following defined terms, wherever used in this Agreement, shall have the
  meanings described below: 

                1.1               
  "Effective Date" means the date this Agreement has been executed by all parties.


                1.2               
  "Lease Year" means each one (1) year period beginning on the Effective Date
  and each succeeding anniversary of the Effective Date.

                1.3               
  "Minerals" means gold, silver, platinum, antimony, mercury, copper, lead, zinc,
  and all other mineral elements and mineral compounds, and geothermal resources,
  which are contemplated to exist on the Property or which are discovered on the
  Property after the Effective Date and which can be extracted, mined or processed
  by any method presently known or developed or invented after the Effective Date.
  Minerals shall not include metals, mineral elements or mineral compounds that
  are mined elsewhere or that are recovered from mineralized material mined elsewhere
  and placed on the Property for leaching or other processing or otherwise brought
  to the Property for processing or storage. 

                1.4               
  "Minimum Payments" means the payments payable by Miranda to Owner in accordance
  with Section 5.2. 

                1.5
                 "Miranda"
  means Miranda U.S.A., Inc., a Nevada corporation, and its successors and assigns.


                1.6               
  "Net Smelter Returns" means the net smelter returns from production of Minerals
  from the Property to be determined and paid in accordance with Exhibit B attached
  to and by this reference incorporated in this Agreement. 

                1.7               
  "Owner" means Bruce W. Miller and his heirs, successors and assigns. 

                1.8
                 "Property"
  means the lands and unpatented mining claims described in Exhibit A of this
  Agreement and all of Owner's right, title, and interest in the lands and the
  unpatented mining claims described in and/or hereafter made subject to this
  Agreement, including all Minerals and 

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 mineral rights, including without limitation extralateral
  rights except as otherwise provided by Section 10.3. 

                1.9               
  "Royalty" means the Net Smelter Returns production royalty payable to Owner
  in accordance with Section 5.3. 

 2.            Relationship
  of the Parties. 

                2.1
                 Limitation.
  Only the express duties and obligations described in this Agreement are binding
  on the parties, and the parties shall have no implied duties or obligations,
  except the implied duty of good faith and fair dealing. 

                2.2
                 No
  Partnership. This Agreement shall not be deemed to constitute any party
  as the partner, agent or legal representative of any other party, or to create
  any partnership, mining partnership or other partnership relationship, or fiduciary
  relationship between them, for any purpose. 

                2.3
                 Competition.
  Except as expressly provided in this Agreement, each party shall have the
  free and unrestricted right independently to engage in and receive the full
  benefits of any and all business endeavors of any sort outside the Property
  or outside the scope of this Agreement as provided by Section 14, whether or
  not competitive with the endeavors contemplated under this Agreement, without
  consultation with or participation of the other party. In particular, without
  limiting the foregoing, neither party to this Agreement shall have any obligation
  to the other as to any opportunity to acquire any interest, money, property
  or right offered to it outside the scope of this Agreement. 

 3.            Grant
  of Exploration Privilege and Lease. 

                3.1
                 Grant
  of Exploration Privilege. Owner grants to Miranda the right and privilege
  to enter on the Property for the purposes of exploration and prospecting for
  any and all Minerals, mineral substances, metals, ore-bearing materials and
  rocks of every kind, including the right of ingress and egress for personnel,
  machinery, equipment, supplies and products and the right to use so much of
  the surface of and water located on the Property as may be reasonably needed
  for such purposes. 

                3.2
                 Lease.
  Owner leases exclusively to Miranda the Property for the purposes of development,
  mining, production, removal and sale of all Minerals.

                3.3
                 Uses.
  To the extent Owner may grant the right, authority and privilege, Miranda
  is granted the right to use the Property including, but without being limited
  to, the full right, authority and privilege of placing and using excavations,
  open pit mines, openings, shafts, ditches and drains, and of constructing, erecting,
  maintaining, using and, at its election, removing any and all buildings, structures,
  plants, roadways, pumps, pipelines, electrical power lines and facilities, stockpiles,
  waste piles, heap leach pads, tailings ponds and facilities, settling ponds,
  and all other improvements, property and fixtures for mining, removing, beneficiating,
  concentrating, smelting, extracting, refining and shipping of Minerals or for
  any activities, whether or not presently contemplated or known to be used in
  the mining, extraction, production or processing of Minerals, water or 

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 geothermal or energy resources, or for any purpose incidental
  to any of the rights or privileges of Miranda under this Agreement.

                3.4
                 Water
  Rights. Owner leases to Miranda all of Owner's water rights appurtenant
  to the Property. Subject to the regulations of the state in which the Property
  is situated concerning the appropriation and taking of water, Miranda shall
  have the right to appropriate and use water, to drill wells for the water on
  the Property and to lay and maintain all necessary water lines as may be required
  by Miranda in its operations on the Property. On termination of this Agreement,
  Miranda shall assign, convey and transfer to Owner all water rights appurtenant
  to the Property which are applied for or acquired by Miranda during the term
  of this Agreement for use exclusively in connection with the Property. 

 4.            Term.
  The primary term of this Agreement shall be for twenty (20) years more or
  less beginning on the Effective Date and ending on the twentieth (20th) anniversary
  of the Effective Date, unless sooner terminated by Owner or Miranda as provided
  in this Agreement. Provided Miranda is not in default of its obligations under
  this Agreement, Miranda shall have the right to extend the term of this Agreement
  from year to year beyond the primary term by making the minimum payment required
  by Section 5.1 on or before the anniversary of the Effective Date in 2024 and
  each anniversary of the Effective Date thereafter in order to extend the term
  of this Agreement for the following Lease Year. All of the covenants and conditions
  of this Agreement shall apply to the extended term of this Agreement. 

 5.            Payments.
  Subject to the expiration or prior termination of this Agreement, Miranda
  shall make the following payments to Owner: 

                5.1
                 Bonus
  and Fees Reimbursement Payments. 

                                      5.1.1               
  Bonus Payment. On Owner's execution and delivery of this Agreement,
  Miranda shall pay Owner Thirty Thousand Dollars ($30,000) in cash, as a
  bonus payment, which payment shall be nonrefundable. 

                                      5.1.2
                 Fees
  Reimbursement Payment. On Owner's execution and delivery of this Agreement,
  in addition to the bonus payment prescribed in Section 5.1.1, Miranda shall
  pay to Owner the sum of $18,560.50 as reimbursement to Owner of Owner's
  payment of the Federal annual mining claim maintenance fees and county fees
  for recording of the notice of intent to hold for the assessment year 2004 to
  2005. The parties acknowledge that Owner intends to locate as many as forty-four
  (44) additional unpatented mining claims which shall constitute part of the
  Property, provided that Owner completes the location, monumentation, filing
  and recording requirements within ninety (90) days after the Effective Date.
  On Owner's delivery to Miranda of satisfactory evidence that the additional
  unpatented mining claims have been located, properly filed with BLM and recorded
  in the Office of the Lander County Recorder, Miranda shall promptly pay to Owner
  the amount paid by Owner for the BLM administrative, filing and mining claim
  fees and the fees of the Lander County Recorder for recording of the certificates
  of location and mining claim maps for the additional unpatented mining claims.
  Miranda's payments in accordance with this Section shall be nonrefundable.

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                5.2
                 Minimum
  Payments.

                                      5.2.1
                 Amount.
  On or before the dates described below Miranda shall pay to Owner the payments
  described below which shall constitute advance payments of the Royalty.

	 	 Date  	  	 Amount  	 
	 	 First anniversary of Effective Date  	 $	 30,000.00  	 
	 	 Second anniversary of Effective Date  	$	 30,000.00  	 
	 	 Third anniversary of Effective Date  	 $	 40,000.00  	 
	 	 Fourth anniversary of Effective Date  	 $	 40,000.00  	 
	 	 Fifth anniversary of Effective Date  	 $	 50,000.00  	 
	 	 Sixth anniversary of Effective Date  	 $	 50,000.00  	 
	 	 Seventh anniversary of Effective Date  	 $	 70,000.00  	 
	 	 Eighth anniversary of Effective Date  	 $	 80,000.00  	 
	 	 Ninth anniversary of Effective Date  	 $	 100,000.00  	 
	 	      and each following anniversary
      of  	  	  	 
	 	      the Effective Date during the
      term  	  	  	 
	 	      and extended term of this Agreement 
    	  	  	 


 Miranda shall have no duty to make any payment described above
  that becomes due after the termination of this Agreement. 

                                      5.2.2
                 Minimum
  Payment Adjustment. The annual minimum payment required by Section 5.2.1
  shall be adjusted every five (5) years for inflation beginning with the Lease
  Year commencing immediately following the tenth (10th) anniversary of the Effective
  Date so that the actual amount of such payment shall bear the same proportion
  to said specified amount as the Consumer Price Index for the quarter preceding
  such adjustment bears to the Consumer Price Index for April of such Lease Year;
  provided that the amount of such payment shall never be less than the amount
  specified in Section 5.2.1. The Consumer Price Index in effect on the tenth
  (10th) anniversary of the Effective Date shall be the base index for subsequent
  adjustment. The Consumer Price Index shall mean the average for "all items"
  shown on the "United States city average for urban wage earners and clerical
  workers, all items, groups, subgroups and special groups of items" promulgated
  by the Bureau of Labor Statistics of the United States Department of Labor.
  In the event such Consumer Price Index or a successor or substitute index is
  not available, a reliable governmental index shall be used in lieu of such Consumer
  Price Index.

                5.3
                 Minerals
  Production Royalty. Miranda shall pay to Owner the Royalty described in
  this Section 5.3. Payments of the Royalty shall be determined at the end of
  each calendar quarter after the Effective Date. The Royalty shall be determined
  quarterly on the basis such that payments will be determined as of and payable
  within thirty (30) days after the last day of each calendar quarter during which
  Miranda receives any Net Smelter Returns or any revenues for the mining, sale,
  or shipment of any Minerals, ore or Minerals products. Within thirty (30) days
  after the last day of each calendar quarter, Miranda shall deliver to Owner
  a summary of Miranda's mining or production of any Minerals, ore or Minerals
  products. Miranda shall have no obligation to account to Owner, and Owner shall
  have no interest or right of participation in, any profits or proceeds of futures
  contracts, forward sales, hedging or other similar marketing mechanisms used
  by Miranda or any of its affiliates concerning any Minerals, ore or Minerals
  products. Miranda shall have no 

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 obligation to Owner to complete or perform any futures contracts,
  forward sales, hedging or any other marketing agreement which Miranda or any
  of its affiliates may hold concerning Minerals, ore or Minerals products. The
  Royalty percentage rate shall be three and one-half percent (3.5%) of the Net
  Smelter Returns, except that, the Royalty percentage rate shall be two and one-half
  percent (2.5%) of the Net Smelter Returns for the production of Minerals, ore
  or Minerals products produced from the HMT 1-10 unpatented mining claims which
  are subject to the Quitclaim Deed and Royalty Agreement between Newmont USA
  Limited, doing business as Newmont Mining Corporation, a Delaware corporation,
  and Bruce W. Miller and Charles D. Clifton dated effective July 1, 2002, a copy
  of which is attached to this Agreement as Exhibit E unless Owner acquires the
  royalty interest granted under the Quitclaim Deed and Royalty Agreement in which
  case the Royalty percentage rate applicable to the HMT claims shall also be
  three and one-half percent (3.5%) of the Net Smelter Returns. 

                5.4
                 Stock
  Warrants. Miranda shall cause the issuance or delivery to Owner of warrants
  (the “Warrants”) for the purchase of 25,000 shares of the stock
  of Miranda Gold Corp, a British Columbia corporation. 

 One whole Warrant will entitle the holder, on exercise, to
  purchase one Warrant Share at the price of $.70 Canadian during the 24-
  month exercise period of the Warrant. The right to purchase a Warrant Share
  under a Warrant may be exercised at any time until the close of business on
  the day which is 24 months from the date of issue of the Warrant. 

 “Warrant Share” means a previously unissued common
  share in the capital of Miranda Gold Corp (“Miranda Gold”), as presently
  constituted, which will be issued on exercise of the Warrants. 

 The Warrant issuance provided for in this Section 5.4 shall
  be subject to the prior approval of the TSX Venture Exchange (the “Exchange”),
  if necessary, based on the submission of engineering data satisfactory to the
  Exchange, which Miranda Gold undertakes to use its best efforts to file within
  a reasonable period of time so as to obtain the necessary approval by earliest
  possible date. Notwithstanding any other provision of this agreement, so long
  as Miranda Gold has filed the engineering data with the Exchange within a reasonable
  time after receiving same, the time for making any Warrant issuance referred
  to in this Section 5.4 shall be extended, where necessary, to the day that is
  five business days following the receipt by Miranda Gold of the necessary Exchange
  approval. 

 Owner acknowledges that the Warrant and Warrant Shares to
  be issued pursuant to this Section 5.4 may be issued pursuant to available exemptions
  under the Securities Act (British Columbia), the requirements of which may be
  subject to change. Neither Miranda nor Miranda Gold Corp makes any representation
  as to any resale restrictions which may be imposed with respect to such Warrant
  or Warrant Shares from time to time. 

                The
  warrants and the shares shall be subject to the requirements of all applicable
  Canadian, United States, provincial and state laws and regulations and the rules
  of each exchange or trading association on which the shares are listed for trading
  or are traded. Owner acknowledges that the shares have not been registered under
  any United States or state securities laws, and that the warrants and the shares
  may not be offered or sold in the United States unless subsequently registered
  under all applicable United States and state securities laws or unless exemptions
  from 

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 registration requirements are available for the transaction,
  as established to the satisfaction of Miranda Gold Corp, by opinion of counsel
  or otherwise. 

                5.5
                 Method
  of Payment. All payments made by Miranda to Owner shall be paid by wire
  transfer of the total amount due directly to the account of Bruce W. Miller
  described in this Section 5.4. The account of Bruce W. Miller is:

c/o Pacific Minerals Management 

  Bank of America 

  Reno University Branch 

  700 North Virginia Street 

  Reno, Nevada 89501 

  Electronic Routing No. 122400724 

  Account No. 091850235 

                5.6
                 Payment
  Credits. The bonus payment and the Minimum Payments paid by Miranda to Owner
  shall be credited cumulatively to Miranda's account and against Miranda's Royalty
  payment obligations. In no event shall Miranda pay to Owner in any Lease Year
  an amount less than the Minimum Payment payable for such Lease Year. 

                5.7
                 Audit.
  At Owner's expense, Owner or its authorized agents shall have a right to
  audit and inspect Miranda's accounts and records used in calculating the Royalty
  payments, which right may be exercised as to each payment at any reasonable
  time during the calendar year after the calendar year during which the payment
  is made by Miranda. If no such audit is performed during such period, such accounts,
  records and payments shall be conclusively deemed to be true, accurate and correct.
  If on Owner's audit it is determined that Miranda has underpaid any Royalty
  payment by more than three percent (3%), Miranda shall pay the Royalty payment
  in full and shall reimburse Owner for all of Owner's audit costs. 

 6.            Work
  Commitment. As work commitment, during the first two Lease Years Miranda
  shall drill not less than 3,000 linear feet. During each Lease Year beginning
  on the second anniversary of the Effective Date through and including the fifth
  Lease Year, Miranda shall drill not less than 1,500 linear feet of exploration
  drilling on the Property. Miranda's performance of its work commitment is a
  condition precedent to the continued effectiveness of this Agreement after the
  second anniversary of the Effective Date and each subsequent anniversary of
  the Effective Date until the fifth anniversary of the Effective Date, provided,
  however, that if Miranda has not completed drilling of 3,000 linear feet on
  or before the second anniversary of the Effective Date or drilling of 1,500
  linear feet on or before each subsequent anniversary of the Effective Date until
  the fifth anniversary, Miranda shall have the right to pay to Owner in lieu
  of performance of the drilling work commitment the sum of $12 multiplied
  by the difference between 3,000 linear feet or 1,500 linear feet, as applicable,
  and the actual number of linear feet which Miranda drills on or before the applicable
  anniversary of the Effective Date. In such case, Miranda shall pay the sum to
  Owner within thirty (30) days following the applicable anniversary of the Effective
  Date. Any exploration drilling in excess of the minimum requirement in any Lease
  Year shall be carried forward and credited in Miranda's favor against its exploration
  drilling commitment for succeeding Lease Years. Miranda's failure to complete
  its exploration drilling obligation shall constitute a material breach of and
  default under this Agreement. If Miranda’s performance of its drilling
  work commitment in any 

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 Lease Year is deferred as a result of the occurrence and continuation
  of the force majeure event, Miranda shall be obligated to perform the deferred
  drilling work commitment on or before the next anniversary of the Effective
  Date succeeding termination of the force majeure event. In such case, Miranda
  shall have the right to pay to Owner in lieu of performance of the deferred
  drilling work commitment the sum of $12 multiplied by the difference between
  the linear feet of the deferred drilling work commitment and the actual number
  of linear feet of such deferred drilling work commitment which Miranda drills
  on or before the next anniversary of the Effective Date. 

 7.            Compliance
  With The Law. All of Miranda's activities and operations during the term
  of this Agreement shall conform with the applicable laws and regulations of
  the state in which the Property is situated and of the United States of America.
  Miranda shall be fully responsible for compliance with all applicable Federal,
  state and local hazardous waste (as defined by any law, regulation or ordinance)
  and reclamation statutes, regulations and ordinances relating to such work,
  all at Miranda's cost, and Miranda shall defend, indemnify and hold harmless
  Owner from any and all claims, assessments, fines and actions arising from Miranda's
  failure to perform the foregoing obligations. Owner agrees to cooperate with
  Miranda in Miranda's applications for governmental licenses, permits, authorizations,
  consents, and approvals, the costs of which shall be borne by Miranda. 

 8.            Mining
  Practices. 

                8.1
                 Mining
  Practices. Miranda shall work the Property in a miner-like fashion and shall
  timely apply for and diligently pursue the issuance of all licenses, permits,
  authorizations, consents and approvals required for the exploration, development
  or operation of the Property. 

                8.2
                 Inspection
  of Data. During the term of this Agreement and at Owner's expense, Owner,
  and Owner's agents and representatives, shall have the right to examine and
  copy, at Owner's expense, factual data regarding the Property and the production
  of Minerals and Minerals products from the Property in Miranda's possession
  during reasonable business hours and upon prior notice, provided, however, that
  the rights of Owner to examine and copy such data shall be exercised in a manner
  that does not unreasonably delay, hinder or interfere with Miranda's operations.
  Miranda shall maintain all data and information which Owner is entitled to examine,
  inspect or copy in accordance with any provision of this Agreement at the mine
  office on or near the Property or at an office of Miranda in Nevada. 

                8.3
                 Measurements;
  Analysis. Miranda shall measure Minerals ore and grade and take and analyze
  samples in accordance with mining industry practices and standards. Miranda
  will make available to Owner at Owner's cost splits of samples taken and retained
  by Miranda. If Miranda does not routinely prepare sample splits, upon request
  by Owner made in advance of sampling, Miranda will make such splits and make
  them available to Owner, all at Owner's cost. Miranda shall keep accurate records
  as a basis for computing Royalty payments. Miranda's samples and records shall
  be available for inspection and copying, respectively, by Owner and Owner's
  agents and representatives, at Owner's expense, at reasonable times and intervals
  subject to the provisions of this Agreement regarding accounts, inspection,
  records and payments. 

                8.4
                 Reports.
  Annually, and within sixty (60) days after the termination of this Agreement,
  Miranda shall deliver to Owner a report which describes: (a) all of Miranda's
  activities, 

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 operations and expenditures on, in or relating to the Property
  during the reporting period; (b) all geologic and mineable ore reserves existing
  at the end of the reporting period and not previously furnished; and (c) Miranda's
  proposed activities for exploration for, development of or mining of Minerals
  for the next annual period and the estimated costs of the same. Miranda's obligation
  shall apply to Miranda's stockpiling of Minerals ore or other material mined
  from the Property and shall survive exercise of the Transfer Option. 

                8.5               
  Disposal of Drill Core and Samples. Miranda shall not dispose of
  drill core, chip trays and other samples, including duplicates and pulps, taken
  from the Property (except those portions consumed in assaying, metallurgical
  testing or specific geologic studies) without delivering to Owner thirty (30)
  days advance notice of Miranda's intention to dispose of such drill core, chip
  trays or other samples, including duplicates and pulps. Owner shall have the
  right, but not the obligation, to elect to request that Miranda deliver all
  or any part of the drill core, chip trays or other samples, including duplicates
  or pulps, to Owner. Owner shall bear the expense of delivery of the drill core
  and samples, including duplicates and pulps. 

 9.            Minerals
  Production Records. Miranda shall keep accurate records of Miranda's operations
  on or relating to the Property, including without limitation the production
  of Minerals and of the sale or shipment of Minerals and Minerals products from
  the Property. Miranda's records shall be available for inspection and copying
  by Owner and Owner's agents and representatives, at Owner's expense at reasonable
  times subject to the provisions of this Agreement regarding accounts, inspection,
  records and payments. 

 10.          Consolidation
  of Operations. 

                10.1
               Cross
  Mining. Miranda is granted the right to mine and remove Minerals, Minerals
  products, ore and materials from the Property or from adjoining or nearby lands
  owned or controlled by Miranda ("other lands") through or by means of shafts,
  openings or pits which may be in or upon the Property or other lands. Miranda
  shall have the right to treat or process in any manner any Minerals, Minerals
  products, ore or materials mined from the Property or any minerals, ore, products
  or material mined from other lands. Such treatment may be conducted wholly or
  in part at facilities established or maintained on the Property or on other
  lands. The tailings and residue from such treatment shall be deemed waste and
  may be deposited on the Property or on other lands and, as between Miranda and
  Owner, Miranda shall have no obligation to remove such waste from the Property
  nor to return to the Property any waste resulting from the processing of Minerals,
  Minerals products, ore or materials excavated from the Property unless Miranda
  is obligated under contract to a third person to return such waste to other
  lands. If Miranda is so obligated, Miranda shall indemnify Owner against all
  loss, cost, expense, damage, liability or claim therefore arising from Miranda's
  breach of any such obligation to any such third person.

                10.2
               Boundary
  Areas. Owner waives all requirements that Miranda maintain adjacent support
  for the Property and any contiguous property owned, leased, or controlled by
  Miranda or any other person. 

                10.3
               Vertical
  Sidelines. Owner and Miranda agree that the boundaries of the Property shall
  be defined by intersecting vertical planes drawn through the exterior boundaries
  of the Property and each of Owner and Miranda waives any extralateral rights
  in any veins, lodes or ledges, the top 

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 or apexes of which lie inside the surface boundaries of the
  lode mining claims comprising such party's respective group of mining claims,
  to the extent such veins, lodes or ledges extend downward outside the vertical
  sidelines of such surface boundaries. The foregoing agreement and waiver shall
  not apply to lode mining claims owned by third parties which abut or are near
  the exterior boundaries of parties= respective mining claim groups unless the
  third party owner of such mining claim executes and delivers a written agreement
  and waiver on the terms provided in this Section. The foregoing agreement and
  waiver shall be null and void as to extralateral rights appurtenant to such
  lode mining claims comprising the Property as abut or are near the lode mining
  claims with respect to which the owner of such abutting or nearby lode mining
  claims has not agreed to vertical boundaries and to waive extralateral rights
  extending into the Property. The parties acknowledge that Owner owns lode mining
  claims ("other claims") in the vicinity of but outside the boundaries of the
  Property. Owner as owner of the Property and as owner of such other claims agrees
  that the Property shall have vertical sidelines insofar as extralateral rights
  appurtenant to both the Property and such other claims are concerned and Owner
  waives extralateral rights with respect to the Property and with respect to
  such other claims insofar and only insofar as is necessary to effectuate such
  vertical sidelines for the property. 

 11.          Stockpiling
  and Waste. Miranda shall have the right to stockpile on the Property any
  Minerals or other materials mined or produced from the Property and any minerals,
  ore, product or materials mined or produced from other lands at such place or
  places as Miranda elects, without the obligation to relocate or remove them
  from where stockpiled. Miranda shall have the right to stockpile or place Minerals,
  other materials or tailings mined or produced from the Property on other lands
  provided that Miranda first obtains from the owner of any such other lands a
  written instrument, in form reasonably acceptable to Owner, which recognizes
  Owner's prior and superior Royalty rights in the Minerals, other materials and
  tailings stockpiled or placed on the other lands. If Miranda proposes to use
  the Property for the benefit of other lands or to stockpile or place Minerals,
  other materials or tailings mined from the Property, or minerals, ore, waste
  or tailings mined or produced from other lands on the Property, Miranda shall
  first determine in accordance with reasonable mining industry practices and
  standards (including by condemnation drilling) that such use, stockpiling or
  placement on the Property shall not unreasonably hinder, interfere with or prevent
  development or production of Minerals from, on or under the proposed use, stockpiling
  or placement site on the Property. Miranda shall report its stockpiling activities
  in accordance with Section 8.4. 

 12.          Mixing.
  Miranda shall have the right to commingle Minerals and other materials from
  the Property with materials of similar composition from other lands ("Other
  Property Materials"), provided that Miranda and Owner first agree to a comprehensive
  commingling plan which the parties shall negotiate in good faith. The commingling
  plan must assure that the calculation of the Royalty payable for commingled
  Minerals is accurate and complete. Miranda shall deliver to Owner not less than
  four (4) days advance notice of Miranda's intention to commingle Minerals and
  other materials from the Property and Other Property Materials. Miranda shall
  also deliver to Owner notice reasonably in advance of Miranda's intention to
  materially change an implemented commingling plan. Miranda shall deliver to
  Owner Miranda's proposed commingling plan or material change to an implemented
  commingling plan. Owner shall have the right to review and object to any part
  of such proposed commingling plan or material change that does not conform to
  reasonable mining industry practices and standards. If the parties are unable
  to agree on a commingling plan or material change within sixty (60) days after
  Miranda has delivered its proposed 

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 commingling plan or material change to Owner, either party
  may initiate binding arbitration in accordance with the provisions of Section
  41 to determine the procedures to be used. In any event, the commingling plan
  as amended from time to time shall provide that during commingling: (a) Minerals
  and other materials produced from the Property and Other Property Materials
  shall be measured and sampled by Miranda in accordance with sound mining and
  metallurgical practice; (b) representative samples of Minerals and other materials
  mined from the Property and Other Property Materials shall be retained by Miranda,
  and assays of these samples shall be made before commingling to determine the
  metal content of the Minerals and other materials mined from the Property and
  Other Property Materials; (c) Miranda shall maintain duplicate samples; (d)
  Owner shall have the right to inspect and observe Miranda's commingling procedures
  and to obtain and assay Miranda's duplicate samples; and (e) Miranda shall keep
  comprehensive and detailed records of the measurements, samples and assays of
  metal content of the Minerals and other materials mined from the Property and
  Other Property Materials. 

 13.          Treatment.
  Miranda shall have the right, but shall not be required, to beneficiate, concentrate,
  smelt, refine, leach and otherwise treat, in any manner, any Minerals and materials
  mined or produced from the Property. The tailings and residue from such treatment
  may be deposited on the Property or on other lands. At Owner's election exercised
  within ninety (90) days after the date on which this Agreement has expired or
  has been terminated by Miranda as to all of the Property, any of the tailings
  or residue remaining on the Property upon the date of such expiration or termination
  shall be deemed abandoned by Miranda and shall become the property of Owner;
  provided that if Owner does not timely exercise such election, such tailings
  and residue shall remain Miranda's property and Miranda shall have such rights
  of ingress to and egress from and entry upon the Property as are reasonably
  necessary or convenient to carryout the reworking of such tailings or residue
  and such reclamation and monitoring thereof as may be required by law or by
  agreement with any governmental entity. If Miranda processes or treats tailings
  or residues derived from Minerals, Minerals products, ore and other materials
  mined from the Property, Miranda shall pay to Owner the Royalty on all Minerals
  and Minerals products recovered from such tailings or residues. Miranda's obligations
  under this Section shall survive termination of this Agreement and closing of
  the Transfer Option provided in Section 42. 

 14.          Scope
  of Agreement. This Agreement shall extend to and include all of the unpatented
  mining claims described in Exhibit A and as many as forty-four (44) additional
  unpatented mining claims located by Owner as described in Section 5.1.2 and
  all amendments and relocations of such unpatented mining claims. If either party
  locates any unpatented mining claims on or in the lands which are within the
  exterior boundaries of the unpatented mining claims described in Exhibit A or
  the additional unpatented mining claims located by Owner in accordance with
  Section 5.1.2, the parties shall execute and deliver an addendum to this Agreement,
  in recordable form, by which such unpatented mining claims are made part of
  the Property and subject to this Agreement. All unpatented mining claims located
  in accordance with this Section shall be located in Owner's name. 

 15.          Assessment
  Work and Patent Application. 

                15.1             Assessment
  Work. Beginning with the annual assessment work period of September 1, 2005,
  to September 1, 2006, and for each annual assessment work year commencing during
  the term of this Agreement, Miranda shall perform for the benefit of the Property
  work of a type customarily deemed applicable as assessment work and of sufficient
  value to satisfy the annual 

 10








 assessment work requirements, if any, of all applicable Federal,
  state and local laws, regulations and ordinances, and shall prepare evidence
  of the same in form proper for recordation and filing, and shall timely record
  and/or file such evidence in the appropriate Federal, state and local office
  as required by applicable Federal, state and local laws, regulations and ordinances,
  provided that if Miranda elects to terminate this Agreement more than ninety
  (90) days before the applicable deadline for performance of annual assessment
  work, it shall have no further obligation to perform annual assessment work
  nor to prepare, record and/or file evidence of the same with respect to that
  year for any or all of the unpatented mining claims. Owner acknowledges that
  there is no assessment work requirement as of the Effective Date. If, under
  applicable Federal, state or local laws and regulations, annual mining claim
  maintenance, rental or other fees are required to be paid for the unpatented
  mining claims which constitute all or part of the Property, beginning with the
  annual assessment work year of September 1, 2005, to September 1, 2006, Miranda
  shall timely and properly pay the annual mining claim maintenance, rental or
  other fees, and shall execute and record or file, as applicable, proof of payment
  of the annual mining claim maintenance, rental or other fees and of Owner's
  intention to hold the Property, provided that if Miranda elects to terminate
  this Agreement more than ninety (90) days before the applicable deadline for
  payment of the Federal annual mining claim maintenance, rental or other fees
  for any assessment year, and shall have no further obligation to pay the fees
  and record or file proof of payment of the fees with respect to the following
  assessment year for any or all of the unpatented mining claims comprising the
  Property. 

                15.2
              Patent
  Application. Miranda may, at its expense, seek to patent, in Owner's name
  (or in Miranda's name in respect of any part of the Property subject to the
  Transfer Option, if exercised), any or all of the unpatented mining claims that
  are part of the Property. Owner pledges full cooperation to Miranda in executing
  any documents necessary to accomplish patenting if so desired by Miranda. If
  Miranda begins patent proceedings and Miranda desires to discontinue them, or
  if this Agreement is terminated while patent proceedings are pending, Miranda
  shall have no further obligation with respect to the patent proceedings, except
  to pay any unpaid expenses accrued in such proceedings before its request to
  discontinue, or before termination, whichever occurs first. If the patent application
  results in cancellation of any unpatented claims, under no circumstances shall
  Miranda be liable for any claims, losses or damages resulting from such cancellation.
  All patents shall be part of the Property and the parties will promptly after
  issuance of each patent execute and deliver an addendum to this Agreement and
  a memorandum of this Agreement to such effect

               15.3            
  Amendment of Mining Laws.

                                     15.3.1
                 Effect
  on Title. The parties acknowledge that legislation for the amendment or
  repeal of the mining laws of the United States applicable to the Property has
  been, and may be, considered by the United States Congress and the United States
  Senate. The parties desire to insure that any and all interests of the parties
  in the lands subject to the unpatented mining claims which comprise all or part
  of the Property, including any rights or interests acquired in such lands under
  the mining laws as amended, repealed or superseded, shall be part of the Property
  and shall be subject to the Agreement. If the mining laws applicable to the
  unpatented mining claims subject to this Agreement are amended, repealed or
  superseded, the termination or conversion of Owner's interest in the Property
  pursuant to such amendment, repeal or supersession of the mining laws shall
  not be considered a deficiency or defect in Owner's title in the Property, and
  Miranda shall have no right or claim against Owner resulting from the conversion,
  diminution, or loss of Owner's interest in and to 

 11








 the Property except as expressly provided in this Agreement.


                                    15.3.2
                 Rights
  on Conversion. If, pursuant to any amendment or supersession of the mining
  laws, Owner is granted the right to convert its interest in the unpatented mining
  claims comprising the Property to a permit, license, lease, or other right or
  interest, Owner may, in Owner's discretion, elect to exercise such right of
  conversion in Owner's name. Miranda shall bear the cost of the application for
  such conversion, and Miranda shall during the term of this Agreement pay to
  the United States all periodic payments required to preserve or maintain such
  converted interests, including, without limitation, permit, license, lease,
  production royalties, holding fees, or other periodic payments. All converted
  interests or rights shall be deemed to be part of the Property subject to this
  Agreement. Upon the grant or issuance of such converted interests or rights,
  the parties shall execute and deliver an addendum to this Agreement, in recordable
  form, by which such converted interests or rights are made subject to this Agreement.


 16.          Liens
  and Notices of Non-Responsibility. Miranda agrees to keep the Property at
  all times free and clear of all liens, charges and encumbrances of any and every
  nature and description done, made or caused by them, and to pay all indebtedness
  and liabilities incurred by or for them which may or might become a lien, charge
  or encumbrance against the Property before such indebtedness and liabilities
  shall become a lien, charge or encumbrance; except that Miranda need not discharge
  or release any such lien, charge or encumbrance so long as Miranda disputes
  or contests the lien, claim or encumbrance. The parties agree that Owner shall
  be informed immediately of the execution of this Agreement by Miranda in order
  that Owner can properly and timely record a notice of non-responsibility in
  the office of the county recorder of the county in which the Property is located.


 17.          Taxes.


                17.1
              Real
  Property Taxes. Owner shall pay any and all taxes assessed against the Property
  before execution of this Agreement. Miranda shall pay promptly before delinquency
  all taxes and assessments, general, special, ordinary and extraordinary, that
  may be levied or assessed during the term of this Agreement, except those which
  are assessed or imposed against or levied on Owner's share of production of
  Minerals, Minerals products, ore or any payments to Owner under this Agreement.
  All taxes which Miranda is obligated to pay for the year in which this Agreement
  is executed and for the year in which this Agreement terminates shall be prorated
  between Owner and Miranda, except that neither Owner nor Miranda shall be responsible
  for the payment of any taxes which are based upon income, proceeds, production
  or revenues from the Property assessed solely to the other party. Miranda always
  shall have the right to contest, in the courts or otherwise, in its own name
  or in the name of Owner, the validity or amount of any such taxes or assessments,
  if it deems the same unlawful, unjust, unequal or excessive, or to take such
  other steps or proceedings as it may deem necessary to secure a cancellation,
  reduction, readjustment or equalization thereof, before it shall be required
  to pay the same. Miranda shall upon request furnish to Owner copies of receipts
  or proof of payment for all such taxes and assessments when paid. 

                17.2
              Personal
  Property Taxes. Each party shall pay all taxes assessed against such party's
  personal property, improvements or structures placed or used on the Property.


                17.3
              Income
  Taxes. Miranda shall not be liable for any taxes levied on or measured by
  Owner's income or proceeds, or other taxes applicable to Owner, based upon payments
  from 

 12








 Miranda to Owner under this Agreement or based upon the production
  of Minerals, Minerals products or ore from the Property. Each of Owner and Miranda
  shall pay the net proceeds of mines taxes assessed against such party's respective
  share of production of Minerals, Minerals products or ore from the Property.


                17.4
              Delivery
  of Tax Notices. If Owner receives tax bills or claims which are Miranda's
  responsibility, Owner shall promptly forward them to Miranda for appropriate
  action. 

 18.          Indemnity
  and Insurance. 

                18.1
              Indemnity.
  Miranda shall defend, indemnify and hold harmless Owner, its heirs, personal
  representatives, successors and assigns, of and from any and all liability whatsoever
  for any claims, actions or damages, including court costs and reasonable attorney's
  fees, in any way arising from or relating to (a) Miranda's occupation, ownership
  and use of the Property, or its operations on or in the Property; (b) the use
  and reclamation of the access and drill road constructed on the Property by
  Pathfinder Minerals; or (c) conditions existing on the Property before the Effective
  Date, provided that such claims, actions or damages under this subsection (c)
  are first asserted after the fourth anniversary of the Effective Date and before
  the expiration or termination of this Agreement. Miranda's defense, indemnification
  and hold harmless obligations shall extend to and include any and all claims,
  actions or damages arising from or relating to Federal, state or local laws,
  regulations or ordinances concerning the preservation of the environment or
  reclamation of the Property, including the Comprehensive Environmental Response,
  Compensation and Liability Act and the Resource Conservation and Recovery Act,
  and Miranda's obligations shall survive termination of this Agreement.

                18.2
              Insurance.
  Miranda shall, at Miranda's sole cost, keep in force during this Agreement term
  a policy of commercial general liability insurance covering property damage
  and liability for personal injury occurring on or about the Property, with limits
  in the amount of at least Three Million Dollars ($3,000,000) per occurrence
  for injuries to or death of person, One Million Dollars ($1,000,000) per
  occurrence for property damage, and with a contractual liability endorsement
  insuring Miranda's performance of Miranda's indemnity obligations of this Agreement


                18.3
              Form
  and Certificates. The policy of insurance required to be carried by Miranda
  pursuant to this Section 18 shall be with a company approved by Owner and shall
  have a Best's Insurance Rating of at least A-IX. Such policy shall name Owner
  as additional insured and contain a cross-liability and severability endorsement.
  Miranda's insurance policy shall also be primary insurance, without right of
  contribution from any policy carried by Owner. A certificate of insurance and
  a copy of Miranda's insurance policy shall be provided to Owner before any entry
  by Miranda or its agents or employees on the Property and shall provide that
  such policy is not subject to cancellation, expiration or change, except upon
  thirty (30) days prior written notice to Owner. 

                                    18.3.1
                 Waiver
  of Subrogation. Owner and Miranda each waives any and all rights of recovery
  against the other, and against the partners, members, officers, employees, agents
  and representatives of the other, for loss of or damage to the Property or injury
  to person to the extent such damage or injury is covered by proceeds received
  under any insurance policy carried by Owner or Miranda and in force at the time
  of such loss or damage. 

 13





                                    18.3.2
                 Waiver
  and Indemnification. Except as otherwise provided by this Agreement, Owner
  shall not be liable to Miranda and Miranda waives all claims against Owner for
  any injury to or death of any person or damage to or destruction of any personal
  property or equipment or theft of property occurring on or about the Property
  or to Miranda's business conducted on the Property. Miranda shall defend, indemnify
  and hold harmless Owner's members, officers, directors, agents and employees
  from and against any and all claims, judgments, damage, demands, losses, expenses,
  costs or liability arising in connection with injury to person or property from
  any activity, work, or things done, permitted or suffered by Miranda or Miranda's
  agents, partners, servants, employees, invitees or contractors on or about the
  Property, or from any breach or default by Miranda in the performance of any
  obligation on the part of Miranda to be performed under the terms of this Agreement
  (all of the foregoing collectively referred to as "General Indemnity Claims"),
  excluding, however, from General Indemnity Claims the negligence of Owner. Miranda
  agrees to defend all General Indemnity Claims on behalf of Owner, with counsel
  reasonably acceptable to Owner. The obligations of Miranda contained in this
  Paragraph shall survive the expiration of the term or sooner termination of
  this Agreement. 

 19.         Inspection.
  At Owner's expense and on Owner's advance request and notice to Miranda,
  Owner or Owner's agents and representatives shall be permitted to enter on the
  Property and Miranda's facilities, improvements or workings, whether on or off
  the Property, utilized by Miranda in the exploration for, development, mining
  or processing of Minerals, ore or Minerals products at reasonable times and
  intervals for the purpose of inspection, including monitoring compliance with
  an implemented commingling plan, but they shall enter on the Property at their
  own risk and in such a manner as not unreasonably to delay, hinder, or interfere
  with the operations of Miranda. On Owner's advance request and notice to Miranda,
  Owner shall have the right at reasonable times and intervals, but not more frequently
  than quarterly, to take reasonable hand samples of material from the Property
  at Owner's cost and expense; provided such sampling is coordinated with Miranda's
  mining and other operations and is conducted in such a manner as not unreasonably
  to delay, hinder or interfere with the operations of Miranda. Owner shall defend,
  indemnify and hold harmless Miranda from any loss or injury to Owner or Owner's
  agents or representatives arising from any such inspection or sampling and shall
  comply with Miranda's safety regulations. 

 20.          Title
  Information and Data. On execution of this Agreement, Owner shall promptly
  obtain and deliver to Miranda copies of all title abstracts, title documents,
  opinions and reports affecting the Property which Owner has in its possession
  on the Effective Date, including without limitation certificates of location,
  affidavits, receipts and copies of any plats and field notes of surveys of the
  Property. Owner agrees to deliver to Miranda copies of any exploration data,
  assays, logs, maps, geological, geochemical and geophysical surveys and reports
  that Owner may have in its possession and not previously delivered by Owner
  to Miranda. Miranda shall pay or reimburse Owner for all reasonable costs incurred
  in making and delivering the copies. 

 21.          Representation
  of Title. Regarding the unpatented mining claims which constitute all or
  a portion of the Property, Owner represents, to Owner's best knowledge, that:
  (a) the claims were properly located in accordance with applicable Federal and
  state laws and regulations; (b) Owner has good title to the claims, subject
  to the paramount title of the United States and other matters of title disclosed
  in this Agreement; (c) the claims are free and clear of all liens, claims and
  encumbrances except as otherwise provided in this Agreement, and (d) there are
  no material adverse claim locations affecting the Property. Owner has disclosed
  to Miranda and Miranda acknowledges and 

 14








 accepts that Owner's title to the HMT 1-10 unpatented mining
  claims is subject to the production royalty reserved to Newmont Mining Corporation.
  Owner makes no representation or warranty concerning (x) the discovery or presence
  of valuable minerals on the unpatented mining claims which comprise all or a
  portion of the Property, or (y) the existence of minor conflicts with mining
  claims along the exterior boundaries of the Property or with patented lands
  interior to the boundaries of the Property. 

 22.          Remedies
  for Defects in Title. If Owner owns an interest in the Property which is
  less than the entire interest, except such lesser interests as are described
  in this Agreement, at Miranda's cost and risk Miranda may seek to acquire any
  interest not owned by Owner. Owner shall cooperate with Miranda in Miranda's
  efforts to acquire any interest not owned by Owner. If Owner does not pay when
  due liens, mortgages or rents due and payable by Owner to any third party in
  respect of the Property, Miranda shall have the right, but shall not be obligated,
  to pay such liens, mortgages or rents, and, if it does so, Miranda shall have
  the right to credit and offset against subsequent payments due to Owner under
  this Agreement the amount of any such liens, mortgages or rents paid by Miranda.
  If Owner owns an undivided interest in the Property which is less than the entire
  undivided interest in the Property, the Royalty payments, but not the Minimum
  Payments, shall be reduced proportionately in accordance with the extent and
  nature of Owner's interest in the part of the Property from which Miranda produces
  Minerals, Minerals products or ore in respect of which the Royalty is payable.
  The Royalty payments shall not be reduced in respect of Miranda's production
  of Minerals, Minerals products or ore from any part of the Property in which
  Owner owns the entire and undivided interest in such part of the Property. 

 23.          Amendment
  and Relocation of Claims. On not less than twenty (20) days advance notice
  to Owner, Miranda shall have the right to amend or relocate as unpatented lode
  mining claims in the name of Owner any of the unpatented mining claims subject
  to this Agreement which Miranda deems advisable to so amend or relocate, provided
  that Miranda shall preserve and protect Owner's Royalty interest in any such
  amended or relocated claims. All amended or new locations shall be part of the
  mining claims subject to this Agreement and the parties will promptly after
  amendment or location of such claims execute and deliver an addendum to this
  Agreement and an amended memorandum of this Agreement to such effect. 

 24.          Covenants,
  Warranties and Representations. Each of the parties covenants, warrants
  and represents for itself as follows: 

                24.1
              Compliance
  with Laws. That it has complied with all applicable laws and regulations
  of any governmental body, Federal, state or local, regarding the terms of and
  performance of its obligations under this Agreement. 

                24.2
              No
  Pending Proceedings. That there are no lawsuits or proceedings pending or
  threatened which affect its ability to perform the terms of this Agreement.


                24.3
              Authority.
  That it has the full right, title and authority to enter into this Agreement
  and to perform its obligations, and neither this Agreement, nor its performance,
  violates or constitutes a default under the provisions of any other agreement
  to which it is a party or to which it is bound. 

 15





                24.4
              Commissions;
  Finder's Fees. That it has not utilized the services of a broker or a finder
  in the negotiation and/or execution of this Agreement, and that it has not incurred
  any obligation to pay a broker's commission or finder's fee upon the execution
  and consummation of this Agreement. 

                24.5
              Performance
  of Obligations. That it shall have performed, satisfied and complied with
  all covenants, agreements and conditions required by it on or before the Effective
  Date. 

                24.6
              Costs.
  That it shall pay all costs and expenses incurred or to be incurred by it
  in negotiating and preparing this Agreement and in closing and carrying out
  the transactions contemplated by this Agreement. 

 25.          Owner's
  Covenants, Representations and Warranties. Owner covenants, represents and
  warrants as follows: 

                25.1
              Noninterference.
  Owner acknowledges that the rights granted to Miranda under this Agreement
  are exclusive to Miranda, and Owner covenants that Owner will not enter into
  any agreement, contract, lease, option or other instrument for the grant to
  any other party of any rights to explore for, develop or mine any Minerals on
  the Property. 

                25.2
              Non-Foreign
  Status. Owner is not a "foreign person" as defined under '1445(f) of the
  Internal Revenue Code. At Miranda's request Owner shall furnish Miranda an affidavit
  confirming its non-foreign status in such form as is reasonably required by
  Miranda. 

 26.          Termination
  by Owner. In the event of any default or failure by Miranda to comply with
  any of the covenants, terms or conditions of this Agreement, Owner shall be
  entitled to give Miranda written notice of the default, specifying details of
  the same. If such default is Miranda's failure timely to make any payment of
  money payable by Miranda to Owner under this Agreement and such default is not
  remedied within ten (10) days after Owner's delivery of the notice of such default,
  or, with respect to any other default, such default is not remedied within thirty
  (30) days after Owner's delivery of the notice of such default, provided the
  same can reasonably be done within that time, or, if not, if Miranda has not
  within that time commenced action to cure the default or does not after such
  commencement diligently prosecute such action to completion, or, if Miranda
  does not institute arbitration proceedings pursuant to Section 41 seeking a
  determination of the alleged default and thereafter diligently prosecute such
  proceeding to completion and cure or commence to cure, within 30 days after
  such proceeding becomes final, any default determined thereby to exist, Owner
  may terminate this Agreement by delivering notice to Miranda of Owner's termination
  of this Agreement. If there is disagreement between Owner and Miranda as to
  the total amount of any payment payable by Miranda to Owner, but no disagreement
  as to some part of such payment, Miranda shall pay the amount that is not in
  dispute. Such partial payment by Miranda shall not constitute a waiver by Miranda
  of its objection to the remainder of the amount demanded by Owner and acceptance
  by Owner of such partial payment shall not constitute a waiver by Owner of its
  unsatisfied demand. 

 27.          Surrender
  and Termination by Miranda. Miranda may at any time terminate this Agreement
  by giving written notice to Owner. If Miranda elects to terminate this Agreement,
  it must terminate this Agreement in respect of all interests, lands, patented
  and unpatented mining claims and property rights that are part of the Property.
  Miranda may not partially terminate this 

 16








 Agreement or surrender part, but not all, of the Property.
  On or promptly after delivery of the notice of termination, Miranda shall deliver
  to Owner a written release and reconveyance of this Agreement in proper form
  for recording. 

 28.          Entry
  After Termination. In addition to the rights granted under Section 13, Miranda
  shall have one hundred and twenty (120) days after termination of this Agreement
  to remove from the Property all buildings, structures, and equipment placed
  or constructed thereon by Miranda. If this Agreement is terminated, Miranda
  shall immediately commence and diligently perform all obligations (including
  reclamation) and work commitments, and shall pay all payments payable by Miranda
  to Owner under this Agreement, which have accrued on or before the termination
  date. At Owner's request, Miranda will remove all foundations, footings and
  permanent improvements placed or constructed by Miranda on the Property and
  close adits, mine openings and shafts constructed by Miranda, provided that
  Miranda shall not be obligated to backfill or refill open pits or other mine
  openings, except as required to prevent public access to the latter. 

 29.          Data.
  Upon termination of this Agreement, Miranda shall: (a) deliver to Owner
  all data regarding the Property in Miranda's possession at the time of termination
  which have before termination not been delivered to Owner; (b) return to Owner
  all data, information, samples and other materials which Owner has delivered
  to Miranda concerning the Property; (c) at Owner's written request, deliver
  to Owner all drill core, chip trays and other samples, including duplicates
  and pulps, taken from the Property (except those portions consumed in assaying,
  metallurgical testing or specific geologic studies); and (d) deliver to Owner
  a report which describes in reasonable detail the location and quantity of ore
  and Minerals in Miranda's stockpiles, heap leach pads and metallurgical inventory
  on or off the Property. Miranda shall have no liability on account of any such
  information received or acted on by Owner or any other party to whom Owner delivers
  such information. 

 30.          Confidentiality.
  The data and information, including the terms of this Agreement, coming
  into the possession of Owner or Miranda by virtue of this Agreement, shall be
  deemed confidential and shall not be disclosed by any party to outside third
  parties except: (a) as may be required to publicly record or protect title to
  the Property; (b) to publicly announce and disclose information under the laws
  and regulations of the United States or any state or local government or any
  country, or under the rules and regulations of any stock exchange on which stock
  of any party or the parent or affiliates of any party, is listed; (c) as may
  be required by a party for a party's business or for Owner's estate planning
  purposes; or (d) as may be required for a sale or transfer of all or any part
  of a party's interest in the Property or under this Agreement. Each of Owner
  and Miranda may publicly announce the parties= execution of this Agreement.
  Owner agrees with respect to any public announcements or disclosures so required,
  including the announcement of the execution of this Agreement, if any, to inform
  Miranda of the content of the announcement or disclosure in advance of its intention
  to make such announcement or disclosure in sufficient time to permit Miranda
  to jointly or simultaneously make a similar public announcement or disclosure
  if Miranda so desires. Nothing in this Agreement shall limit or restrict the
  right of Miranda to provide, deliver or release to parent companies, companies
  with a common parent, subsidiary companies, affiliated or related companies
  and/or co-venturers the data and information, including the terms of this Agreement,
  coming into the possession of Miranda by virtue of this Agreement. 

 31.          Force
  Majeure.  Performance of the respective obligations of either party, except
  Miranda's 

 17








 obligation timely to make any payment payable by Miranda to
  Owner under this Agreement or to make any payment of money necessary to maintain
  title to the Property, shall be suspended and the time for performance thereof
  extended during the continuance of any event of force majeure that prevents
  such performance or that would render further performance of such obligation
  imprudent. The term "force majeure" as used herein means acts of God; strikes,
  lockouts or other industrial disturbances; acts of public enemy; blockades,
  wars, insurrections or riots; epidemics; landslides, earthquakes, fires, storms,
  floods or washouts; arrests, title disputes; injunctions or restraining orders;
  governmental restraints or inability to obtain governmental approvals or permits,
  either federal or state, civil or military upon reasonably acceptable terms;
  civil disturbances; explosions; inability to obtain materials, supplies or labor,
  including inability to obtain a reasonably competent and capable drilling contractor
  to perform Miranda’s drilling work commitment; or any other similar or
  dissimilar cause beyond the reasonable control of the party claiming force majeure
  that prevents such performance or that would render further performance of such
  obligation imprudent; provided, however, nothing herein shall require such party
  to settle any labor dispute or to test or refrain from testing any law, regulation,
  judgment or order. Written notice of the existence of an event of force majeure
  with reasonably full particulars and notice of its termination shall be promptly
  given to the other party by the party claiming force majeure. 

 32.          Memorandum
  Agreement. Upon execution of this Agreement, the parties shall execute and
  deliver a short form of this Agreement which shall be recorded in the office
  of the recorder of each county in which all or part of the Property is located.
  The execution and recording of the memorandum of agreement shall not limit,
  increase or in any manner affect any of the terms of this Agreement, or any
  rights, interest or obligations of the parties. The parties shall execute and
  deliver an amendment of the short form of this Agreement to include any additional
  unpatented mining claims located by Owner in accordance with Section 5.1.2 or
  located by either party in accordance with Section 14. 

 33.          Notices.
  Any notices required or authorized to be given by this Agreement shall be
  in written form. Any notices required or authorized to be given by this Agreement
  may be sent by registered or certified delivery, postage prepaid and return
  receipt requested, addressed to the proper party at the following address or
  such address as the party shall have designated to the other parties in accordance
  with this Section. Any notice required or authorized to be delivered by this
  Agreement shall be deemed to have been sufficiently delivered or served in written
  form if: (a) mailed in accordance with this Section; (b) personally delivered
  to the proper party; or (c) delivered by telex, telegraph, facsimile or other
  electronic transmission capable of producing a printed communication and actually
  received by such party. Delivery of notice shall be effective on the first business
  day after the party deposits the notice for mailing or delivers the notice by
  the other means authorized in this Section, as applicable. 

	 If to Owner:  	 Bruce W. Miller  
	  	 P.O. Box 13062  
	  	 Reno, Nevada 89507  
	  	 
	 If to Miranda:  	 Miranda U.S.A., Inc.  
	  	 5900 Philoree Lane  
	  	 Reno, Nevada 89511  
	  	 Fax: 775 849 2336  




 18




 

	 With copy to:  	 Miranda Gold Corp  
	  	 1140 Homer Street - Suite 306  
	  	 Vancouver, British Columbia V6B 2X6  
	  	Fax: 604 689 1722 


 34.          Binding
  Effect of Obligations. This Agreement shall be binding upon and inure to
  the benefit of the respective parties and their successors and assigns. 

 35.          Whole
  Agreement. This Agreement supersedes all prior agreements between the parties,
  except for the Confidentiality Agreement which shall be subordinated to the
  terms of this Agreement so long as this Agreement is effective; if this Agreement
  is terminated before expiration of the term of the Confidentiality Agreement,
  the Confidentiality Agreement shall remain effective until its expiration date.
  The whole agreement between the parties is written in this Agreement and in
  a memorandum of agreement of even date which is intended to be recorded. There
  are no terms or conditions, express or implied, other than those expressly stated
  in this Agreement. This Agreement may be amended or modified only by an instrument
  in writing, signed by the parties with the same formality as this Agreement.


 36.          Governing
  Law and Forum Selection. This Agreement shall be construed and enforced
  in accordance with the laws of the state in which the Property is situated.
  The parties submit to the jurisdiction of the courts of record of Washoe County
  and the State of Nevada and the United States District Court for the district
  and division in which the Property is situated, and waive any objections to
  the jurisdiction of such courts and venue of any actions or proceedings in such
  courts arising from or relating to this Agreement. 

 37.          Multiple
  Counterparts. This Agreement may be executed in any number of counterparts,
  each of which shall be deemed to be an original, but all of which shall constitute
  the same Agreement. 

 38.          Other
  Interests. Owner represents that Miranda has not induced or caused Owner
  to terminate any previous license, lease agreement, or otherwise, for the Property
  subject to this Agreement, and/or to discontinue or interfere with a business
  relationship with any other party. 

 39.          Severability.
  If any part, term or provision of this Agreement is held by a court of competent
  jurisdiction to be illegal or in conflict with any law of the United States
  or any state, the validity of the remaining portions or provisions shall not
  be affected, and the rights and obligations of the parties shall be construed
  and enforced as if the Agreement did not contain the particular part, term or
  provision held to be invalid, provided the business result contemplated by this
  Agreement is substantially achieved. 

 40.          Assignment.


                40.1
              By
  Miranda. With Owner's prior written consent, Miranda may assign, sublease
  or 

 19








 otherwise transfer all or any part of its interest in the
  Property and its rights and duties under this Agreement to a third party that
  has the financial and technical capability to perform the obligations assumed
  by it under this Agreement; provided that Owner's consent shall not be unreasonably
  withheld, conditioned or delayed. Such consent may be withheld only if the technical
  and financial capabilities of the proposed assignee, sublessee or other transferee
  are not reasonably sufficient to permit it to perform the obligations under
  this Agreement that are assumed by such assignee, sublessee or other transferee.
  Any assignment, sublease or transfer shall be subject to the express condition
  that such assignee, sublessee or transferee shall execute and deliver a written
  instrument, in form reasonably acceptable to Owner, by which such assignee,
  sublessee or transferee accepts and assumes all of Miranda's obligations and
  liabilities under this Agreement that arises after the effective date of such
  assignment, sublease or transfer. Miranda may assign, sublease or transfer its
  rights under this Agreement to a joint venture of which Miranda is a member,
  provided that any such assignment by Miranda shall not relieve Miranda of any
  obligations or liabilities under this Agreement arising after the effective
  date of such assignment, sublease or transfer. 

                40.2
              By
  Owner. Owner may assign, convey, sell or transfer all or any part of its
  interest in the Property or its rights and duties in or under this Agreement
  at any time, provided, however, that Owner shall give Miranda written notice
  of Owner's intention to so assign, convey, sell or transfer. No such assignment,
  conveyance, sale or transfer shall be effective sooner than ten (10) days after
  Miranda's receipt of such notice, except for any assignment, conveyance, sale
  or transfer by Owner to a corporation, limited liability company, partnership
  or trust established, owned or controlled by Owner. Miranda shall have the right
  to make a bid to acquire any interest which Owner intends to assign, convey,
  sell or transfer to any third party, but Owner shall have no duty to accept
  such bid. 

 41.          Arbitration.
  Any dispute, controversy or claim arising out of or relating to this Agreement
  or the subject matter of this Agreement, or the breach, termination or invalidity
  of this Agreement shall be settled by nonbinding mediation or by binding arbitration
  in accordance with the procedures set forth in Exhibit C attached to this Agreement.
  All notices in connection with the arbitration or mediation, including the notice
  of arbitration or mediation and response thereto, shall be served in the same
  manner as provided for notices generally under this Agreement. 

 42.          Transfer
  Option. Miranda shall deliver to Owner a copy of any mine plan of operations
  approved by the lead government agency having responsibility for such approval
  or any final feasibility study approved by the Miranda management authority
  having final responsibility for such approval promptly following such approval
  of any such plan of operations or feasibility study. Owner hereby reserves the
  right and option to require Miranda to acquire, and Owner hereby gives and grants
  to Miranda the irrevocable right and option to acquire (the "Transfer Option")
  title to all mining claims included in the Property any part of which is identified
  in an approved mine plan of operations or final feasibility study as an area
  that will be disturbed by development, mining, processing or waste disposal
  and stockpiling operations (the "Option Property") on the terms and subject
  to the conditions provided by this Agreement. If Owner or Miranda exercises
  the Transfer Option, Owner shall convey and Miranda shall accept title to the
  Option Property by deed in the form attached as Exhibit D. Schedule 1 to such
  Mining Deed shall be a legally sufficient description of the Option Property.
  Schedules 2 and 3 to such Mining Deed shall be substantially in the form of
  Exhibits B and C, respectively, to this Agreement, modified to conform to the
  terminology of the Mining Deed. The Transfer Option shall be exercised, if at
  all, by written notice thereof to the other 

 20








 party. Owner shall convey title to the Option Property to
  Miranda free and clear of all liens, claims and encumbrances and shall warrant
  Owner's title against all persons claiming by, through or under Owner. Such
  conveyance shall be without cost to Miranda, except that Miranda shall pay the
  cost of recording such deed.

                The
  parties have executed this Agreement effective as of the Effective Date.

Owner 

 

______________________________________

  Bruce W. Miller 

  Social Security or Tax Identification 

  No. ___________________________________

  Date executed ___________________________

 

Miranda U.S.A., Inc. 

By ____________________________________

  Kenneth D. Cunningham, President 

  Date executed ____________________________

  



	 STATE OF  	 )  	  
	  	 )  	 ss.
	 COUNTY OF  	 )  	  


                This
  Mining Lease Agreement was acknowledged before me on November _____ , 2004,
  by Bruce W. Miller, a single man. 

  

_______________________________________

  Notary Public 

 

	 STATE OF  	 )  	  
	  	 )  	 ss.
	 COUNTY OF  	 )  	  


                This
  Mining Lease Agreement was acknowledged before me on November ____, 2004, by
  Kenneth D. Cunningham as President of Miranda U.S.A., Inc. 

  

_______________________________________

  Notary Public 

 21









Exhibit A 

 Mining Lease Agreement by and between Bruce W. Miller ("Owner")
  

  and Miranda U.S.A., Inc.


Property Description 

	 CLAIM  	 LOCATION DATE  	 BOOK/PAGE  	 BLM SERIAL NO.  
	  	 	 	 
	 CMX 103  	  	  	 760041  
	 CMX 104  	  	  	 760042  
	 CMX 105  	  	  	 760043  
	 CMX 106  	  	  	 760044  
	 CMX 107  	  	  	 760045  
	  	 	 	 
	 Mill-B 129	  	  	 703206  
	  	 	 	 
	 Mill-B 132	  	  	 703209  
	  	 	 	 
	 Mill-B 134	  	  	 703211  
	 Mill-B 135	  	  	 703212  
	 Mill-B 136	  	  	 703213  
	 Mill-B 137	  	  	 703214  
	 Mill-B 138	  	  	 703215  
	 Mill-B 139	  	  	 703216  
	 Mill-B 140	  	  	 703217  
	 Mill-B 141	  	  	 703218  
	 Mill-B 142	  	  	 703219  
	 Mill-B 143	  	  	 703220  
	 Mill-B 144	  	  	 703221  
	 Mill-B 145	  	  	 703222  
	  	 	 	 
	 Mill-B 152	  	  	 703229  
	 Mill-B 153	  	  	 703230  
	 Mill-B 154	  	  	 703231  
	 Mill-B 155	  	  	 703232  
	 Mill-B 156	  	  	 703233  
	 Mill-B 157	  	  	 703234  
	 Mill-B 158	  	  	 703235  
	 Mill-B 159	  	  	 703236  
	 Mill-B 160	  	  	 703237  
	 Mill-B 161	  	  	 703238  
	 Mill-B 162	  	  	 703239  
	 Mill-B 163	  	  	 703240  
	  	 	 	 
	 Mill-B 164	  	  	 702149  
	 Mill-B 165	  	  	 702150  


 1




 

	 Mill-B 166	 	  	 702151  
	 Mill-B 167	 	  	 702152  
	 Mill-B 168	 	  	 702153  
	  	 	 	 
	 Mill-B 169	 	  	 703241  
	  	 	 	 
	 Mill-B 170	 	  	 702154  
	  	 	 	 
	 Mill-B 171	 	  	 703242  
	  	 	 	 
	 Mill-B 172	 	  	 702155  
	  	 	 	 
	 Mill-B 173	 	  	 703243  
	  	 	 	 
	 Mill-B 174	 	  	 702156  
	  	 	 	 
	 Mill-B 176	 	  	 702157  
	  	 	 	 
	 Mill-B 184	 	  	 703245  
	 Mill-B 185	 	  	 703246  
	 Mill-B 186	 	  	 703247  
	  	 	 	 
	 Mill-B 190	 	  	 703250  
	 Mill-B 191	 	  	 703251  
	  	 	 	 
	 Rum Dreams 200	 	 	 822324  
	 Rum Dreams 201	 	 	 822325  
	 Rum Dreams 202	 	 	 822326  
	 Rum Dreams 203	 	 	 822327  
	 Rum Dreams 204A	 	 	 822328  
	 Rum Dreams 205	 	 	 822329  
	  	 	 	 
	 Rum Dreams 1	 	 	 826158  
	 Rum Dreams 2	 	 	 826159  
	 Rum Dreams 3	 	 	 826160  
	 Rum Dreams 4	 	 	 826161  
	 Rum Dreams 5	 	 	 826162  
	 Rum Dreams 6	 	 	 826163  
	 Rum Dreams 7	 	 	 826164  
	 Rum Dreams 8	 	 	 826165  
	 Rum Dreams 9	 	 	 826166  
	 Rum Dreams 10	 	 	 826167  
	 Rum Dreams 11	 	 	 826168  
	 Rum Dreams 12	 	 	 826169  
	 Rum Dreams 13	 	 	 826170  
	 Rum Dreams 14	 	 	 826171  
	 Rum Dreams 15	 	 	 826172  


 2




 

	 Rum Dreams 16	 	 	 826173  
	 Rum Dreams 17	 	 	 826174  
	 Rum Dreams 18	 	 	 826175  
	 Rum Dreams 19	 	 	 826176  
	 Rum Dreams 20	 	 	 826177  
	 Rum Dreams 21	 	 	 826178  
	 Rum Dreams 22	 	 	 826179  
	  	 	 	 
	 RDA 35	  	  	 822319  
	 RDA 36	  	  	 822320  
	 RDA 37	  	  	 822321  
	  	 	 	 
	 RDA 69	  	  	 822322  
	  	 	 	 
	 RDA 500	 	  	 822323  
	  	 	 	 
	 Mill-B 308	 	  	 822318  
	  	 	 	 
	 CMX 108	 	  	 817783  
	 CMX 109	 	  	 817784  
	 CMX 110	 	  	 817785  
	 CMX 111	 	  	 817786  
	  	 	 	 
	 MILL-B 120	 	  	 703197  
	 MILL-B 121	 	  	 703198  
	 MILL-B 122	 	  	 703199  
	 MILL-B 123	 	  	 703200  
	 MILL-B 124	 	  	 703201  
	 MILL-B 125	 	  	 703202  
	 MILL-B 126	 	  	 703203  
	 MILL-B 127	 	  	 703204  
	 MILL-B 128	 	  	 703205  
	  	 	 	 
	 MILL-B 130	 	  	 703207  
	 MILL-B 131	 	  	 703208  
	  	 	 	 
	 MILL-B 133	 	  	 703210  
	  	 	 	 
	 MILL-B 146	 	  	 703223  
	 MILL-B 147	 	  	 703224  
	 MILL-B 148	 	  	 703225  
	 MILL-B 149	 	  	 703226  
	 MILL-B 150	 	  	 703227  
	 MILL-B 151	 	  	 703228  
	  	 	 	 
	 MILL-B 187	 	  	 703248  
	 MILL-B 188	 	  	 703249  


 3




 

	 MILL-B 300	 	  	 703252  
	 MILL-B 301	 	  	 703253  
	 MILL-B 302	 	  	 703254  
	 MILL-B 303	 	  	 703255  
	 MILL-B 304	 	  	 703256  
	 MILL-B 305	 	  	 703257  
	 MILL-B 306	 	  	 703258  
	 MILL-B 307	 	  	 703259  
	  	 	 	 
	 MILL-B 500	 	  	 703260  
	 MILL-B 501	 	  	 703261  
	 MILL-B 502	 	  	 703262  
	 MILL-B 503	 	  	 703263  
	 MILL-B 504	 	  	 703264  
	 MILL-B 505	 	  	 703265  
	 MILL-B 506	 	  	 703266  
	 MILL-B 507	 	  	 735516  
	 MILL-B 508	 	  	 735517  
	 MILL-B 509	 	  	 735518  
	  	 	 	 
	 CMX 101	 	  	 725976  
	 CMX 102	 	  	 725977  
	  	 	 	 
	 CMX 112	 	  	 733225  
	 CMX 113	 	  	 733226  
	 CMX 114	 	  	 733227  
	  	 	 	 
	 HMT 1	  	 479/201  	 817090  
	 HMT 2	  	 479/202  	 817091  
	 HMT 3	  	 479/203  	 817092  
	 HMT 4	  	 479/204  	 817093  
	 HMT 5	  	 479/205  	 817094  
	 HMT 6	  	 479/206  	 817095  
	 HMT 7	  	 479/207  	 817096  
	 HMT 8	  	 479/208  	 817097  
	 HMT 9	  	 479/209  	 817098  
	 HMT 10  	  	 479/210  	 817099  


 4









Exhibit B 

 Mining Lease Agreement by and among Bruce W. Miller ("Owner")
  

  and Miranda U.S.A., Inc 


Net Smelter Returns Provisions 

                The
  terms defined in the instrument to which this Exhibit is attached and made part
  of shall have the same meanings in this Exhibit, unless otherwise defined in
  this Exhibit. The following definitions shall apply to this Exhibit. 

 1.           Definitions.
  

                1.1               
  "Gold Minerals production" means the quantity of refined gold outturned to Miranda's
  account by an independent third party refinery for gold produced from the Property
  during the calendar quarter on either a provisional or final settlement basis.


                1.2               
  "Gross Value" shall be determined on a calendar quarter basis and have the following
  meanings with respect to the following Minerals: 

                                      1.2.1
                 Gold.
  

                                                               (a)
                 If
  Miranda sells gold concentrates, dore or ore, then Gross Value shall be the
  value of the gold contained in the gold ore determined by utilizing: (1) the
  mine weights and assays for such gold concentrates, dore or ore determined in
  accordance with generally accepted mining industry practices and standards;
  (2) a reasonable recovery rate for the refined gold recoverable from such gold
  concentrates, dore or ore determined in accordance with generally accepted mining
  industry practices and standards (which shall be adjusted annually to reflect
  the actual recovery rate of refined metal from such gold ore); and (3) the Quarterly
  Average Gold Price for the quarter in which the gold ore was sold. 

                                                                 (b)               
  If Miranda or a third party acting for Miranda's account produces refined gold
  (meeting the specifications of the London Bullion Market Association) from Minerals,
  and if Section 1.2.1(a) above is not applicable, then for purposes of determining
  Gross Value, the refined gold shall be deemed to have been sold at the Quarterly
  Average Gold Price for the quarter in which it was refined. The Gross Value
  shall be determined by multiplying Gold Minerals production during the calendar
  quarter by the Quarterly Average Gold Price. 

                                         1.2.2               Silver.
  

                                                                  (a)
                 If
  Miranda sells silver concentrates, dore or ore, then Gross Value shall be the
  value of the silver contained in the silver concentrates, dore and ore determined
  by utilizing: (1) the mine weights and assays for such silver concentrates,
  dore and ore determined in accordance with generally accepted mining industry
  practices and standards; (2) a reasonable recovery rate for the refined silver
  recoverable from such silver concentrates, dore and ore determined in accordance
  with generally accepted mining industry practices and standards (which shall
  be adjusted annually to reflect the actual recovery rate of refined metal from
  such silver ore); 

 5








 and (3) the Quarterly Average Silver Price for the quarter
  in which the silver ore was sold. 

                                                                  (b)
                If
  Miranda or a third party acting for Miranda's account produces refined silver
  (meeting the specifications for refined silver subject to the New York Silver
  Price published by Handy & Harmon) from Minerals, and if Section 1.2.2(a)
  above is not applicable, the refined silver shall be deemed to have been sold
  at the Quarterly Average Silver Price for the quarter in which it was refined.
  The Gross Value shall be determined by multiplying Silver Minerals production
  during the calendar quarter by the Quarterly Average Silver Price. 

                                         1.2.3
                 All
  Other Minerals. 

                                                                  (a)
                If
  Miranda sells any concentrates, dore or ore of Minerals other than gold or silver,
  then Gross Value shall be the value of such Minerals determined by utilizing:
  (1) the mine weights and assays for such Minerals determined in accordance with
  generally accepted mining industry practices and standards; (2) a reasonable
  recovery rate for the Minerals determined in accordance with generally accepted
  mining industry practices and standards (which shall be adjusted annually to
  reflect the actual recovery rate of recovered or refined metal or product from
  such Minerals); and (3) the quarterly average price for the Minerals or product
  of the Minerals for the quarter in which the concentrates, dore or ore was sold.
  The quarterly average price shall be determined by reference to the market for
  such Minerals or product which is recognized in the mining industry as authoritative
  and reflective of the market for such Minerals or product. 

                                                                  (b)
                If
  Miranda or a third party acting for Miranda's account produces refined or processed
  metals from Minerals other than refined gold or refined silver, and if Section
  1.2.3(a) above is not applicable, then Gross Value shall be equal to the amount
  of the proceeds received by Miranda during the calendar quarter from the sale
  of such refined or processed metals. 

                1.3               
  "Minerals" means gold, silver, platinum, antimony, mercury, copper, lead, zinc,
  and all other mineral elements and mineral compounds, and geothermal resources,
  which are contemplated to exist on the Property or which are after the Effective
  Date discovered on the Property and which can be extracted, mined or processed
  by any method presently known or developed or invented after the Effective Date.


                1.4               
  "Net Smelter Returns" means the Gross Value of all Minerals, less costs, charges
  and expenses paid or accrued by Miranda to or for a refiner or smelter with
  respect to the smelting and refining of such Minerals (specifically excluding
  any internal costs of Miranda or Miranda's members), including without limitation:


                                         1.4.1
                  Charges
  for smelting and refining (including sampling, assaying, umpire and penalty
  charges);

                                         1.4.2
                  Actual
  costs payable to third parties of transportation (including freight, insurance,
  security, transaction taxes, handling, port, demurrage, delay and forwarding
  expenses incurred by reason of or in the course of such transportation) of concentrates
  or dore produced from Minerals from the Property to the smelter or refinery
  and from the smelter or refinery to the place of sale, but in no event shall
  charges or costs of transportation of Minerals, Minerals products or ore from
  any mine on the Property to an autoclave, concentrator, crusher, heap leach
  or other leach 

 6








 facility, mill or other similar facility or plant be deductible
  from Gross Value; and 

                                         1.4.3
                 
  Taxes paid by Miranda on the sale of Minerals or Minerals products payable to
  the United States on Minerals or Minerals products. 

                1.5               
  "Property" means the unpatented mining claims described in Exhibit A to the
  instrument to which these Net Smelter Returns provisions are attached and the
  ground included in the valid portions of such mining claims. If Miranda, its
  successors or assigns amends, relocates or patents any of the unpatented mining
  claims described in Exhibit A, or if Miranda converts any of such claims into
  leases or other types of property rights or interests pursuant to any amendment
  of the United States Mining Law of 1872, such claims, rights and interests shall
  be deemed to be included within the Property, it being understood that Owner's
  Net Smelter Returns royalty is to apply to all ore mined from lands currently
  subject to Exhibit A, regardless of the means by which rights to those lands
  have been acquired, except any such lands as to which Owner's title is invalid
  as of the Effective Date or has failed subsequently. 

                1.6               
  "Quarterly Average Gold Price" means the average London Bullion Market Association
  Afternoon Gold Fix, calculated by dividing the sum of all such prices reported
  for the calendar quarter by the number of days for which such prices were reported
  during that quarter. If the London Bullion Market Association Afternoon Gold
  Fix ceases to be published, all such references shall be replaced with references
  to prices of gold for immediate sale in another established marked selected
  by Miranda, as such prices are published in Metals Week magazine. 

                1.7               
  "Quarterly Average Silver Price" means the average New York silver Price as
  published daily by Handy & Harmon, calculated by dividing the sum of all
  such prices reported for the calendar quarter by the number of days in such
  calendar quarter for which such prices were reported. If the Handy & Harmon
  quotations cease to be published, all such references shall be replaced with
  references to prices of silver for immediate sale in another established market
  selected by Miranda as published in Metals Week magazine. 

                1.8               
  "Silver Minerals production" means the quantity of refined silver outturned
  to Miranda's account by an independent third-party refinery for silver produced
  from the Property during the calendar quarter on either a provisional or final
  settlement basis. 

 2.           Payment
  Procedures. 

                2.1
                 Accrual
  of Obligation. Miranda's obligation to pay the Net Smelter Returns royalty
  shall accrue upon the sale of unrefined metals, doré, concentrates, Minerals,
  Minerals ores or Minerals products or, if refined metals are produced, upon
  the outturn to Miranda's account of refined metals meeting the requirements
  of the specified published price. Miranda shall not be relieved of liability
  for the payment of royalty on Minerals products lost in transit. 

                2.2
                 Futures
  or Forward Sales, Etc. Except as provided in Sections 1.2.1(a), 1.2.2(a)
  and 1.2.3 above (with respect to sales of unprocessed gold and silver and sales
  of Minerals other than gold and silver), Gross Value shall be determined irrespective
  of any actual arrangements for the sale or other disposition of Minerals by
  Miranda, specifically including but not limited to forward sales, futures trading
  or commodities options trading, and any other price hedging, price 

 7








 protection, and speculative arrangements that may involve
  the possible delivery of gold, silver or other metals produced from Minerals.


                2.3
                 Sampling
  and Commingling. All Minerals for which a Net Smelter Returns royalty is
  payable shall be measured, sampled and analyzed in accordance with the commingling
  plan approved in accordance with the Agreement to which this Exhibit is attached.


                2.4
                 Quarterly
  Calculations and Payments. Net Smelter Returns royalties shall be determined
  on a calendar quarter basis. At the end of each calendar quarter the refinery
  shall pay the Net Smelter Returns royalty for the preceding quarter to Owner
  in accordance with Owner's written instructions. Once the refinery has received
  Owner's instructions, Owner's instructions shall remain in effect until Owner
  instructs the refinery differently. All contractual and other arrangements entered
  into by Miranda with the refinery shall contain provisions to implement the
  terms and conditions in this Exhibit and Miranda shall diligently attempt, prior
  to shipment of any Minerals, Minerals ores or Minerals products to such refinery,
  to procure the refinery's written undertaking contractually binding the refinery
  to perform in accordance with the terms of this Exhibit. All costs associated
  with establishing and maintaining Owner's account with the refinery required
  by this Agreement, including without limitation for the purpose of taking in
  kind, shall be paid and borne by Owner. Miranda acknowledges: (a) its primary
  obligation to pay the Net Smelter Returns royalty; (b) that no undertaking by
  the refinery shall relieve Miranda of that obligation; and (c) Miranda will
  defend, indemnify and hold harmless Owner from and against any loss, cost (including
  reasonable attorney's fees incurred) or liability arising from the performance
  or failure of performance by the refinery under this Exhibit or under any contractual
  or other arrangements entered into by Miranda with the refinery. The refinery
  shall pay the Net Smelter Returns royalty to Owner either: (a) in the form of
  gold bullion (.995 + fine gold) directly to Owner's account maintained with
  the refinery as directed by Owner; or (b) by delivery of a check or draft payable
  to Owner's account with a bank to be designated in writing by Owner. 

                2.5
                 Statements.
  At the time of payment of the Net Smelter Returns royalty, Miranda shall
  accompany such payment with a statement showing in reasonable detail the quantities
  and grades of refined gold, silver or other metals or doré, concentrates
  or ores produced and sold or deemed sold by Miranda in the preceding calendar
  quarter; the Quarterly Average Gold Price and Quarterly Average Silver Price,
  as applicable; costs and other deductions, and other pertinent information in
  reasonable detail to explain the calculation of the Net Smelter Returns royalty
  payment with respect to such calendar quarter. Payment shall be made to the
  address provided in the Agreement to which this Exhibit is attached for purposes
  of notices or by wire transfer to an account which Owner designates. 

                2.6
                 Inventories
  and Stockpiles. Miranda shall include in all quarterly statements a description
  of the quantity and quality of any gold or silver doré that has been
  retained as inventory for more than ninety (90) days. Owner shall have thirty
  (30) calendar days after receipt of the statement to either: (a) elect that
  the doré be deemed sold, with Gross Value to be determined as provided
  in sections 1.2.1(b), with respect to gold, and 1.2.2(b), with respect to silver,
  as of such thirtieth (30th) day utilizing the mine weights and assays
  for such doré and utilizing a reasonable recovery rate for refined metal
  and reasonable deemed charges for all deductions specified in Section 1.6 above;
  or (b) elect to wait until such time as royalties otherwise would become payable
  pursuant to Sections 1.2.1(b) and 1.2.2(b) . The failure of Owner to respond
  within such time shall 

 8








 be deemed to be an election to use the methods described in
  Sections 1.2.1(b) and 1.2.2(b) . If Owner elects that the doré be deemed
  sold in accordance with (a), Owner shall have the right to take payment in kind
  in accordance with Section 2.8.

                2.7
                 Final
  Settlement. All Net Smelter Returns royalty payments shall be considered
  final and in full satisfaction of Miranda's obligations with respect thereto,
  unless Owner gives Miranda written notice describing a specific objection to
  the calculation thereof within one year after receipt by Owner of the quarterly
  statement provided for in 2.5. If Owner objects to a particular quarterly statement,
  it shall have the right, for a period of thirty (30) days after Miranda's receipt
  of such objection, upon reasonable notice and at a reasonable time, to have
  Miranda's accounts and records relating to the calculation of the Net Smelter
  Returns royalty payment with respect to the calendar quarter in question audited
  by an independent certified public accountant. If such audit determines that
  there has been a deficiency or an excess in the payment made to Owner, such
  deficiency or excess shall be resolved by adjusting the next quarterly Net Smelter
  Returns royalty payment due Owner. Owner shall pay all costs of such audit unless
  a deficiency of three percent (3%) or more of the Net Smelter Returns royalty
  due for the calendar quarter in question is determined to exist. Miranda shall
  pay the costs of such audit if a deficiency of three percent (3%) or more of
  the amount due for the calendar quarter in question is determined to exist.
  All books and records used by Miranda to calculate the Net Smelter Returns royalties
  due hereunder shall be kept in accordance with generally accepted accounting
  principles. 

                2.8
                 In
  Kind Payment. If Owner timely elects to take payment in kind from Miranda's
  inventory, Miranda shall schedule delivery of the doré to Owner or Owner's
  representatives to take place within thirty (30) days after the date on which
  the doré is deemed sold. Miranda shall segregate the doré from
  its inventory and shall deliver the doré to Owner or Owner's representatives.
  Owner or Owner's representatives shall have the right to observe Miranda's segregation
  and delivery of the doré. Miranda's delivery shall be deemed conclusively
  to have been made and Owner's possession deemed to have commenced at such time
  as the doré is delivered to Owner. Owner shall pay to Miranda a reasonable
  segregation and delivery charge and Owner shall bear and pay all insurance and
  transportation costs following Miranda's delivery of the doré to Owner.
  Title to the doré shall pass to Owner on delivery and Owner shall assume
  the risk and liability for loss of or damage to the doré at such time.


 3.           Transfer
  or Encumbrance of Royalty. Owner may transfer, pledge, mortgage, charge
  or otherwise encumber all or any part of its right, title and interest in and
  to the Net Smelter Returns royalty, except that Miranda shall be under no obligation
  to make its payments to such assignee, transferee, pledgee or other third party
  until ten (10) days after Miranda's receipt of written notice concerning the
  transfer or encumbrance. 

 9








 Exhibit C 

 Mining Lease Agreement by and between Bruce W. Miller ("Owner")
  

  and Miranda U.S.A., Inc.

 Arbitration/Mediation Provisions 

 I.                
  PURPOSE. The following procedures shall be followed to settle
  disputes arising under or relating to the agreement to which these Arbitration/Mediation
  Provisions are attached (the "Agreement"). 

 II.               ARBITRATION.
  

                     A.
               Matters
  to be Arbitrated. Any dispute, controversy or claim arising out
  of or relating to the Agreement or the subject matter of the Agreement, or the
  breach, termination, or invalidity of the Agreement, shall be settled by binding
  arbitration in accordance with the Commercial Arbitration Rules of the American
  Arbitration Association ("AAA") in effect on the Effective Date, except as otherwise
  provided by these Arbitration/Mediation Provisions. Except as otherwise provided
  by Section III below, arbitration shall be the sole and exclusive forum for
  resolution of the dispute, controversy or claim and the award shall be final
  and binding to the extent permitted by law. Judgment thereon may be entered
  by any court having jurisdiction. 

                    B.
               Appointment
  of Arbitrator. There shall be one arbitrator appointed by the
  parties. If the parties fail to agree on a single arbitrator within 20 days
  after arbitration is initiated, there shall be a single arbitrator appointed
  by AAA. The arbitrator shall be disinterested in the dispute, controversy or
  claim and shall have no connection with any party and shall, in the judgment
  of AAA, be qualified by education and experience to hear and determine the matter
  submitted to arbitration. Time is of the essence of the appointment of an arbitrator.


                    C.
               Administering
  Authority. The arbitration need not be administered, but should
  the services of an appointing or administering authority be necessary, the appointing
  or administering authority shall be the AAA.

                    D.
               Representation.
  In the event that more than two parties are involved in the arbitration and
  such parties are unable to compose themselves into two sides, at the request
  of any such party the administering authority shall make any arrangements (including,
  without limitation, determining the composition of two sides for the purposes
  of arbitration or designating the members of the arbitral tribunal) necessary
  to effect the resolution of the dispute by a means fair to each of the disputing
  parties, and the administering authority's decision as to such arrangements
  shall be final and binding. 

                    E.
               Procedure.
  The place of arbitration shall be Reno, Nevada, unless otherwise agreed
  by the Parties. The arbitration shall be conducted in the English language and
  any foreign language documents presented at such arbitration shall be accompanied
  by an English translation thereof. The arbitrator shall apply the law as made
  applicable by the Agreement.

                    F.
               Jurisdiction.
  For purposes of arbitration only, the parties consent that the United 

 1




 

 States District Court for the District of Nevada and the courts
  of record of the County of Washoe and the State of Nevada shall have jurisdiction
  and venue with respect to all aspects of the enforcement of the arbitration
  provisions of the Agreement. 

                    G.
               Discovery.
  Unless the procedure for discovery is otherwise agreed to by the Parties,
  the arbitrator, at the request of a Party, may establish rules for pre-hearing
  discovery which shall comport with due process, expeditious determination of
  the issues and fairness. Unless otherwise agreed by the Parties, the depositions
  of no more than four witnesses on each side may be taken without the consent
  of the arbitrator(s). The Federal Rules of Civil Procedure and the Federal Rules
  of Evidence shall govern all aspects of the depositions, including admissibility.


                    H.
               Award.
  The decision in the arbitration shall be rendered, unless otherwise agreed
  by the parties, no later than 30 days after the date the hearings were closed.
  The decision of the arbitrator shall be in writing, shall be a reasoned decision
  that states the basis for the award, shall be signed by the arbitrator, and
  shall be final and binding on the parties. If the parties settle the dispute
  in the course of arbitration, such settlement shall be approved by the arbitrator
  on request of either party and become the award. 

                    I.
               Fees
  and Costs of Arbitration. Before accepting the position of arbitrator,
  the individual appointed shall set forth the basis for establishing his or her
  fees for the arbitration. Such basis shall be according to reasonable rates
  for hourly fees charged by such individual in the normal exercise of his or
  her profession, but may not exceed the average hourly rate charged by attorneys
  of substantial experience and prestige. The parties shall each bear their own
  attorneys fees and costs and one-half of the administrative costs and arbitrators
  fees of any arbitration proceeding. 

 III.              MEDIATION.
  

                    A.
               Agreement
  to Mediate. The Parties agree that upon request of either Party
  the Parties will submit to nonbinding mediation any dispute, controversy or
  claim which may be submitted to arbitration under the Agreement. Mediation may
  be requested either before or after commencement of arbitration, provided such
  request for mediation shall not disrupt or delay pending or scheduled arbitration
  proceedings. 

                    B.
               Appointment
  of Mediator. The mediator shall be an individual appointed by
  the Parties. If the Parties fail to agree on a mediator within 10 days after
  the request for mediation, a mediator shall be appointed by the AAA at the request
  of either Party. The mediation shall be held in Reno, Nevada at a mutually convenient
  time set by the mediator. The fee of the mediator shall be shared equally by
  the Parties to the mediation. Time is of the essence of the appointment of a
  mediator. 

                    C.
               Written
  Statements. Each side shall simultaneously submit to the mediator
  and serve on the other Party, within 10 days after the mediator is appointed
  or within such longer time as the Parties may agree, a written statement of
  the facts and law supporting such Party's position. The written submission shall
  not exceed 20 pages in length, but a Party may attach to its statement an appendix
  consisting of portions of relevant documents, depositions or the like. Within
  10 days after service of the opening statements, each side may submit to the
  mediator and the other Party a reply, not to exceed 10 pages. 

 2





                    D.
               Representatives.
  Each side shall have present at the mediation an individual who has authority
  to settle the dispute or authority to recommend settlement to either the chief
  executive officer or the board of directors of the Party. 

 3





Exhibit D 

Mining Lease Agreement by and between Bruce W. Miller ("Owner")
  

  and Miranda U.S.A., Inc. (“Grantee”) 

WHEN RECORDED RETURN TO:  

MINING DEED 

                   For
  the consideration of Ten Dollars and other valuable consideration, the receipt
  and sufficiency of which are hereby acknowledged by Grantor, Bruce W. Miller,
  a single man ("Grantor"), grants and conveys to Miranda U.S.A., Inc., a Nevada
  corporation, whose principal office is at 5900 Philoree Lane, Reno, Nevada 89511
  ("Grantee"), all of Grantor's right, title and interest, which is
  not less than an undivided 100%, in and to the unpatented mining claims described
  in Schedule 1 attached hereto (the "Unpatented Claims") situate in Lander County,
  Nevada.

                   Together
  with all tenements, hereditaments and appurtenances belonging or otherwise pertaining
  to such land, including without limitation all minerals, mineral rights, extralateral
  rights, water rights, ores, waste, rock and dumps therein or thereon, all amendments
  and relocations of the Unpatented Claims, easements, claims of adverse possession
  or prescriptive use, such transferable rights of ingress and egress to the public
  highway as Grantor may have and all right, title and interest in the Unpatented
  Claims that Grantor may hereafter acquire (collectively, the "Premises").

                   Subject
  to the paramount title of the United States of America and easements and rights
  of way of record, Grantor warrants the title to the Premises against all persons
  whomsoever claiming by, through or under Grantor, and not otherwise. 

                   Excepting
  and reserving, however, to Grantor a production royalty based on the Net Smelter
  Returns calculated and paid as provided in Schedule 2 attached hereto (the "Royalty").
  The Royalty percentage rate shall be three and one-half percent (3.5%) of the
  Net Smelter Returns, except that, the Royalty percentage rate shall be two and
  one-half percent (2.5%) of the Net Smelter Returns for the production of Minerals,
  ore or Minerals products produced from the HMT 1-10 unpatented mining claims
  which are subject to the Quitclaim Deed and Royalty Agreement between Newmont
  USA Limited, doing business as Newmont Mining Corporation, a Delaware corporation,
  and Bruce W. Miller and Charles D. Clifton dated effective July 1, 2002, recorded
  in the Office of the Lander County Recorder as Document unless Grantor
  acquires the royalty interest granted under the Quitclaim Deed and Royalty Agreement
  in which case the Royalty percentage rate applicable to the HMT claims shall
  also be three and one-half percent (3.5%) of the Net Smelter Returns. 

                   All
  notices, requests or other communications required or permitted by this Mining
  Deed or the terms incorporated herein by reference, including without limitation
  all matters relating to the Royalty, shall be in writing and shall be deemed
  to have been given upon delivery in person or upon deposit thereof in the United
  States mail, registered or certified mail, return receipt requested, postage
  prepaid, enclosed in a sealed envelope addressed: 

1



 

	 	 If to Grantor:  	 Bruce W. Miller  
	 	  	 P. O. Box 13062  
	 	  	 Reno, Nevada 89507  



or to such other address as Grantor shall have designated by written notice to Grantee; 

	 	 If to Grantee, to:  	 Miranda U.S.A., Inc.  
	 	  	 5900 Philoree Lane  
	 	  	 Reno, Nevada 89511  
	 	  	 Fax: 775 849 2236  
	 	  	 
	 	  	 Miranda Gold Corp  
	 	  	 1140 Homer Street - Suite 306  
	 	  	 Vancouver, British Columbia V6B 2X6  
	 	  	 Fax: 604 689 1722  


 or to such other address as Grantee shall have designated
  by written notice to Grantor; provided, however, that any notice of change of
  address shall not be deemed given until actually received by the party or representative
  entitled to receive such notice.

                    Grantor
  and Grantee further agree that any dispute, controversy or claim between Grantor
  and Grantee arising out of or relating to this Mining Deed or any Schedule attached
  hereto, including without limitation any claim or controversy relating to Royalty,
  shall be settled by nonbinding mediation or by binding arbitration in accordance
  with the procedures set forth in Schedule 3 attached hereto. The statute of
  limitations applicable to actions on accounts stated shall apply to any such
  dispute.

                    This
  Mining Deed is given and accepted pursuant to that certain Mining Lease Agreement
  between Grantor and Grantee dated effective as of November 23, 2004 (the "Agreement")
  upon the following conditions: 

                                       1.
                     The
  provisions of Sections 7 through 13, 15 through 19, 22, 23, 36 and 41 of the
  Agreement are by this reference incorporated in this Deed and made a part hereof
  to the same extent as if such provisions were written in full in this Deed and
  shall survive termination of the Agreement and recording of this Deed, except
  that references in the Agreement to "Miranda" shall mean "Grantee", references
  to "Owner" shall mean "Grantor", and references to the "Property" shall mean
  the "Premises." 

                                       2.
                     If
  and only if the Agreement is terminated (other than by written agreement of
  the parties made and entered into after the date of this Mining Deed) Grantor
  shall have the right and option to receive a reconveyance of the Premises or
  any part thereof by giving Grantee written notice of the exercise of such option.
  Grantor shall give such notice, if at all, not later than ninety (90)days after
  the termination of said Agreement (other than by written agreement of the parties
  made and entered into after the date of this Mining Deed). Upon the giving of
  such notice, Grantee shall execute, acknowledge and deliver to Grantor, Grantee's
  quitclaim deed of the Premises or such part thereof as is the subject of such
  notice. Such duty to reconvey shall be specifically enforceable. 

  2





                                       3.
                     If
  Grantee forms an intention to abandon any unpatented mining claim included in
  the Unpatented Claims (other than in the manner contemplated by Section 15.3
  of the Agreement providing for conversion of mining claims to other rights in
  property in the event of amendment, repeal or supersession of the mining laws),
  Grantee shall give Grantor written notice thereof ("Abandonment Notice"). Grantor
  shall have the right and option to receive a reconveyance of all such unpatented
  mining claims as are the subject of Grantee's Abandonment Notice by giving Grantee
  written notice of the exercise of such option ("Reconveyance Notice"). Grantor
  shall give such Reconveyance Notice, if at all, not later than thirty (30) days
  after the date on which Grantee's Abandonment Notice was given to Grantor. Upon
  the giving of such Reconveyance Notice, Grantee shall execute, acknowledge and
  deliver to Grantor, Grantee's quitclaim deed of such unpatented mining claim
  or claims as are the subject of Grantor's Reconveyance Notice. Such duty to
  reconvey shall be specifically enforceable. 

                                       4.
                     Any
  reconveyance pursuant to paragraph 2 or 3 above shall be without cost to Grantor,
  except that Grantor shall pay for the cost of recording any such deed of reconveyance
  and such reconveyance shall be subject to the agreement of Grantee to defend,
  indemnify and hold harmless Grantor, their heirs, personal representatives,
  successors and assigns, of and from any and all liability whatsoever for any
  claims, actions or damages, including court costs and reasonable attorney's
  fees, in any way arising from or relating to (a) Grantee's occupation, ownership
  and use of the Premises, or its operations on or in the Premises, or (b) conditions
  existing on the Premises before the effective date of the Agreement, provided
  that such claims, actions or damages are first asserted after the fourth anniversary
  of such effective date and before the execution and delivery of such reconveyance.


                    This
  Mining Deed has been executed as of _______________ , 20____. 

	 	 
	 	 Bruce W. Miller  
	 	 
	 	 Miranda U.S.A., Inc.  
	 	 
	 	 
	 	 By:  ________________________________________________
    
	 	 Title:  _______________________________________________
    




	 STATE OF  	 )  	  
	  	 ss.	  
	 COUNTY OF  	 )  	  




                    This
  Mining Deed was acknowledged before me on ______________ , 20____, by Bruce
  W. Miller, a single man. 

  

_______________________________________

  Notary Public 

 3




 

	 STATE OF  	 )  	  
	  	 ss.	  
	 COUNTY OF  	 )  	  




                   This
Mining Deed was acknowledged before me on ______________ , 20____, by as the of
Miranda U.S.A., Inc.


  

_______________________________________

  Notary Public 

 4









Schedule 1 to Mining Deed 

 Property Description

  [Insert on execution] 

 5









Schedule 2 to Mining Deed 

 Net Smelter Return Royalty 

  [Same as Exhibit B to Mining Lease Agreement] 

 6









Schedule 3 to Mining Deed 

      Arbitration/Mediation Provisions
  

  [Same as Exhibit C to Mining Lease Agreement] 

 7