Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Gold Corp. - Exhibit 10.23





 Exhibit 10.23

 OPTION AGREEMENT


THIS AGREEMENT made as of the 14th day of October, 2004 


BETWEEN: 

	 	 	BALD MOUNTAIN MINING CO., a corporation incorporated
        under the laws of the State of South Dakota and having an office for business
        located at 330 South Summit, Newcastle, WY 82701 

	 	 	

	 	 	 (the “Optionor”) 



OF THE FIRST PART 

 AND:

	 	 	QUINCY GOLD CORP., a corporation incorporated
        under the laws of the State of Nevada and having an office for business
        located at 309 Center Street, Hancock, Michigan 

	 	 	

	 	 	 (the "Optionee") 



OF THE SECOND PART 

WHEREAS:

	A.	 Pursuant to the terms of a Mining Lease dated June
        1, 2003 the Optionor enjoys a perpetual lease of thirty unpatented mining
        claims, and has acquired by staking certain additional unpatented mining
        claims, collectively known as the Rattlesnake Hills Property located in
        Natrona County, Wyoming totaling approximately 1,040 acres as more particularly
        described in Schedule “A” attached hereto;

	 	

	B.	 The Optionor has acquired by staking certain additional
        unpatented mining claims known as the Lewiston Property located in Fremont
        County, Wyoming totaling approximately 1,720 acres as more particularly
        described in Schedule “B” attached hereto; 

	 	

	C. 	 The Optionor has determined to grant the Optionee
        exclusive options to earn up to a 100% interest in each of the Rattlesnake
        Hills Property and the Lewiston Property, subject to the Royalty (as defined
        herein), on and subject to the terms of this agreement. 



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of the sum of $1.00 now paid by the Optionee to the Optionor (the receipt
  and sufficiency of which is hereby acknowledged), the parties agree as follows:





 ARTICLE 1

  INTERPRETATION

 Definitions

	1.1 	For the purposes of this Agreement the following words and
      phrases shall have the following meanings, namely: 




	 	(a)	“Area of Mutual Interest” means two miles
        from the outer boundary of either of the Properties; 

	 	 	

	 	(b) 	"Exchange" means the TSX Venture Exchange;
      

	 	 	

	 	(c)	
“Exploration and Development"
        means, inter alia, all direct and indirect property preparation, analysis
        (and activities incident thereto), administration and filing work and
        expenditures conducted and incurred by the Optionee, at its instruction,
        or on its behalf, or by assignment to another party, for the purpose of
        determining the existence of mineral deposits of a commercial nature on
        the Properties; 

	 	 	

	 	(d)	 "Exploration Expenditures" means all cash, expenses,
        obligations and liabilities of whatever kind or nature spent or incurred
        directly or indirectly by the Optionee in connection with the Exploration
        and Development of the Rattlesnake Hills Property or the Lewiston Property,
        as the case may be, including without limiting the generality of the foregoing,
        monies expended in maintaining the Properties in good standing by doing
        and filing assessment work, in doing geophysical, geochemical and geological
        surveys, drilling, assaying and metallurgical testing, in acquiring facilities,
        in paying the fees, wages, salaries, travel expenses and fringe benefits
        (whether or not required by law) of all persons engaged in work with respect
        to and for the benefit of the Properties, in paying for the food, lodging
        and other reasonable needs of such men, and in supervision of management
        of all work done with respect to and for the benefit of the Properties;
        provided, however, that the Optionee shall be entitled to credit towards
        Exploration Expenditures of its administrative or overhead expenses which
        shall not exceed 10% of the Exploration and Development expenses incurred
        directly on the Properties; 

	 	 	

	 	(e) 	 "Joint Venture Agreement" means the form of joint
        venture agreement attached hereto as Schedule D; 

	 	 	

	 	(f)	 "Lewiston Option" means the option to acquire a
        100% undivided interest in the claims comprising the Lewiston Property,
        as provided in this Agreement; 

	 	 	

	 	(g)	 "Lewiston Property" means the mineral concessions
        described in Schedule “B” attached hereto and any replacement
        or successor concessions, and all mining claims, leases and other mining
        interests derived from any such concessions, and includes any properties
        within the Area of Interest around the mineral concessions described in
        Schedule “A” attached hereto becoming subject to this Agreement
        by operation of Article 13 hereof;

	 	 	

	 	(h)	 ”Operator" means that person or company acting
        as such pursuant to this Agreement; 











	 	(i)	"Option Period" for each of the Options means the
        period from the date of this Agreement to and including the date of exercise,
        partial exercise or termination of either of the Options; 

	 	 	

	 	(j) 	 “Options” means, collectively, the Rattlesnake
        Hills Option and the Lewiston Option; 

	 	 	

	 	(k)	 “Owners” means the registered and beneficial
        owners of the Rattlesnake Hills Property as defined in the Rattlesnake
        Hills Mining Lease; 

	 	 	

	 	(l) 	 "Programs" means the plans, including budgets, for
        every kind of work done on or in respect of the Properties by or under
        the direction of or on behalf of or for the benefit of a party, and, without
        limiting the generality of the foregoing, includes assessment work, geophysical,
        geochemical and geological surveying, studies and mapping, investigating,
        drilling, designing, examining, equipping, improving, surveying, shaft
        sinking, raising, cross-cutting and drifting, searching for, digging,
        trucking, sampling, working and procuring minerals, ores, metals and concentrates,
        surveying and bringing any mineral claims to lease or patent, reporting,
        and all other work usually considered to be prospecting, exploration,
        development and mining work; 

	 	 	

	 	(m)	“Properties” means, collectively, the
        Rattlesnake Hills Property and the Lewiston Property; 

	 	 	

	 	(n)	 “Rattlesnake Hills Mining Lease” means
        the Mining Lease dated June 1, 2003 between the Optionor and David Miller
        on behalf of the Owners; 

	 	 	

	 	(o)	 "Rattlesnake Hills Option" means the option to acquire
        a 100% undivided interest in the interest of the Optionor in the Mining
        Lease, as provided in this Agreement; 

	 	 	

	 	(p)	"Rattlesnake Hills Property" means the mineral concessions
        described in Schedule “A” attached hereto and any replacement
        or successor concessions, and all mining claims, leases and other mining
        interests derived from any such concessions or the Rattlesnake Hills Mining
        Lease, and includes any properties within the Area of Interest around
        the mineral concessions described in Schedule “A” attached
        hereto becoming subject to this Agreement by operation of Article 13 hereof
        ;

	 	 	

	 	(q)	 “Rattlesnake Royalty” means the 3% net
        smelter returns royalty payable to Spano Ranch LLC in respect of the Rattlesnake
        Hills Property (excluding those parts of the Rattlesnake Hills Property
        derived from the Rattlesnake Hills Mining Lease; 

	 	 	

	 	(r)	 “Royalty” means the net smelter returns
        royalty in the Lewiston Property to be retained by the Optionor equal
        to 3% of net smelter returns on gold, base metals, precious metals and
        any other minerals normally subject to net smelter returns all upon and
        subject to the terms and conditions set out in Schedule “C”
        attached hereto; and 

	 	 	

	 	(s)	 "Shares" means the shares of the Optionee’s common stock. 











Any other terms defined within the text of this Agreement will have the meanings so ascribed to them. 

 Captions and Section Numbers

	1.2 	The headings and section references in this Agreement
        are for convenience of reference only and do not form a part of this Agreement
        and are not intended to interpret, define or limit the scope, extent or
        intent of this Agreement or any provision thereof. 



Section References and Schedules

	1.3 	Any reference to a particular “Article”, “section”,
      “paragraph”, “clause” or other subdivision is to
      the particular Article, section, clause or other subdivision of this Agreement
      and any reference to a Schedule by letter will mean the appropriate Schedule
      attached to this Agreement and by such reference the appropriate Schedule
      is incorporated into and made part of this Agreement. The Schedules to this
      Agreement are as follows: 




	 	 Schedule  “A”  	 Rattlesnake Hills Property  
	 	 Schedule  “B”  	 Lewiston Property  
	 	 Schedule  “C”  	 Net Smelter Returns Royalty  
	 	 Schedule  “D”  	 Joint Venture Agreement  




Severability of Clauses




	1.4	 If any part of this Agreement is declared or held
        to be invalid for any reason, such invalidity will not affect the validity
        of the remainder which will continue in full force and effect and be construed
        as if this Agreement had been executed without the invalid portion, and
        it is hereby declared the intention of the parties that this Agreement
        would have been executed without reference to any portion which may, for
        any reason, be hereafter declared or held to be invalid. 



Currency

	1.5	 All references herein to currency are references to United States dollars.
    


ARTICLE 2

  REPRESENTATIONS, WARRANTIES AND

  COVENANTS OF THE OPTIONOR

 Representations

	2.1	 The Optionor represents and warrants to and covenants with the Optionee,
      with the knowledge that the Optionee relies upon same in entering into this
      Agreement, that: 




	 	(a)	 it has been duly incorporated, amalgamated or continued
        and validly exists as a corporation in good standing with respect to the
        filing of annual reports under the laws of its jurisdiction of incorporation,
        amalgamation or continuation; 











	 	(b)	 it has full corporate power and capacity to enter
        into this Agreement and it has duly obtained all corporate authorizations
        for the execution of this Agreement and for the performance of this Agreement
        by it, and the consummation of the transactions herein contemplated will
        not conflict with or result in any breach of any covenants or agreements
        contained in, or constitute a default under, or result in the creation
        of any encumbrance under the provisions of the Articles or the constating
        documents of the Optionor or any shareholders' or directors' resolution,
        indenture, agreement or other instrument whatsoever to which the Optionor
        is a party or by which it is bound or to which it may be subject; 

	 	 	

	 	(c)	 the entering into and the performance of this Agreement
        and the transactions contemplated herein will not result in the violation
        of any judgment, decree, order, rule or regulation of any court or administrative
        body by which the Optionor is bound, or any statute or regulation applicable
        to the Optionor; 

	 	 	

	 	(d)	 no proceedings are pending for, and the Optionor
        is unaware of any basis for the institution of any proceedings leading
        to, the dissolution or winding up of the Optionor or the placing of the
        Optionor in bankruptcy or subject to any other laws governing the affairs
        of insolvent corporations; 

	 	 	

	 	(e)	 the mining claims included in the Properties were
        located on behalf of the Optionor or its predecessor in interest according
        to industry standards in Wyoming on lands open to location and have been
        recorded, filed, and maintained through the assessment year ending September
        1, 2005 as required by the laws of the State of Wyoming and the United
        States, and such state mining claims are not in conflict with any claims
        owned by other persons or entities and that all rental payments due have
        been made; 

	 	 	

	 	(f) 	to the best of the knowledge of the Optionor, after
        due inquiry, the claims comprising the Properties are free and clear of
        all liens, charges and encumbrances;

	 	 	

	 	(g)	 the Optionor is the lawful owner of, has good legal
        and beneficial title to, and has the right to dispose of its interests
        in and to the Rattlesnake Hills Mining Lease and the claims comprising
        the Rattlesnake Hills Property and the Lewiston Property, and to give
        good marketable title thereto to the Optionee, free and clear of all liens,
        charges, encumbrances, obligations and any other restrictions save and
        except those specifically enumerated in the Rattlesnake Hills Mining Lease
        and the Rattlesnake Royalty (subject to the paramount title of the United
        States and the State of Wyoming); 

	 	 	

	 	(h)	 the Rattlesnake Hills Mining Lease is a valid and
        subsisting agreement; 

	 	 	

	 	(i)	 there have been no defaults or acts by the Optionor
        under the Rattlesnake Hills Mining Lease which have or would permit the
        Owners to terminate the Rattlesnake Hills Mining Lease; and 

	 	 	

	 	(j)	 there is no litigation, proceeding or investigation
        pending or threatened against the Optionor or, to the best of the knowledge
        of the Optionor after due inquiry, any of the Owners, the Rattlesnake
        Hills Mining Lease or the Properties, nor does the Optionor know, or have
        any grounds to know after due inquiry, of any 











	 	 	basis for any litigation, proceeding or investigation which would affect
      any of forgoing. 


Survival

	2.2 	The representations and warranties contained in this
        section are provided for the exclusive benefit of the Optionee, and a
        breach of any one or more thereof may be waived by the Optionee in whole
        or in part at any time without prejudice to its rights in respect of any
        other breach of the same or any other representation or warranty, and
        the representations and warranties contained in this section shall survive
        the execution of this Agreement and of any transfers, assignments, deeds
        or further documents respecting the Properties. 



ARTICLE 3

  REPRESENTATIONS, WARRANTIES AND

  COVENANTS OF THE OPTIONEE

Representations

	3.1 	The Optionee represents and warrants to and covenants with the Optionor,
      with the knowledge that the Optionor relies upon same in entering into this
      Agreement, that: 




	 	(a)	 it has been duly incorporated, amalgamated or continued
        and validly exists as a corporation in good standing with respect to the
        filing of annual reports under the laws of its jurisdiction of incorporation,
        amalgamation or continuation; 

	 	 	

	 	(b)	 it has duly obtained all corporate authorizations
        for the execution of this Agreement and for the performance of this Agreement
        by it, and the consummation of the transactions herein contemplated will
        not conflict with or result in any breach of any covenants or agreements
        contained in, or constitute a default under, or result in the creation
        of any encumbrance under the provisions of the Articles or the constating
        documents of the Optionee or any shareholders' or directors' resolution,
        indenture, agreement or other instrument whatsoever to which the Optionee
        is a party or by which it is bound or to which it may be subject; 

	 	 	

	 	(c)	 the entering into and the performance of this Agreement
        and the transactions contemplated herein will not result in the violation
        of any judgment, decree, order, rule or regulation of any court or administrative
        body by which the Optionor is bound, or any statute or regulation applicable
        to the Optionor; and 

	 	 	

	 	(d)	 no proceedings are pending for, and the Optionee
        is unaware of any basis for the institution of any proceedings leading
        to, the dissolution or winding up of the Optionee or the placing of the
        Optionee in bankruptcy or subject to any other laws governing the affairs
        of insolvent corporations. 



Survival

	3.2	 The representations and warranties contained in
        this section are provided for the exclusive benefit of the Optionor and
        a breach of any one or more thereof may be waived by the Optionor in whole
        or in part at any time without prejudice to its rights in respect of any
        other breach of the same or any other representation or warranty, and
        the representations and 












warranties contained in this section shall survive the execution hereof.

 ARTICLE 4

  GRANT OF OPTIONS

Grant of Options to Acquire Rattlesnake Hills and Lewiston
  Properties

	4.1	 The Optionor hereby grants to the Optionee the following options: 




	 	(a)	 the sole and exclusive right to acquire up to a
        100% undivided interest in the interest of the Optionor in and to the
        Rattlesnake Hills Property and under the Rattlesnake Hills Mining Lease,
        free and clear of all charges, encumbrances and claims save and except
        those specifically enumerated in the Rattlesnake Hills Mining Lease and
        the Rattlesnake Royalty (the “Rattlesnake Hills Option”);
        and 

	 	 	

	 	(b)	 the sole and exclusive right to acquire up to a
        100% undivided interest in the interest of the Optionor in and to the
        Lewiston Property, free and clear of all charges, encumbrances and claims
        save and except for the Royalty (the “Lewiston Option”); and
      



Consideration

	4.2	 As consideration for the grant of the Rattlesnake
        Hills Option and the Lewiston Option (collectively, the “Options”)
        the Optionee agrees to pay to the Optionor the sum of $50,000 and
        issue to the Optionor an aggregate of 100,000 non-assessable and fully
        paid Shares as follows: 





	 	(a)	 the sum of $35,000 and 50,000 non-assessable
        and fully paid Shares concurrent with the execution of this Agreement;
        and 

	 	 	

	 	(b) 	 an additional sum of $15,000 and an additional
        50,000 non-assessable and fully paid Shares on the date which is six months
        from the date of this Agreement. 



ARTICLE 5

  EXERCISE OF OPTIONS

 Exercise of Rattlesnake Hills Option

	5.1 	The Rattlesnake Hills Option shall be deemed to be
        exercised upon the Optionee incurring or causing to be incurred a total
        of $5,000,000 of cumulative Exploration Expenditures on the Rattlesnake
        Hills Property during the five year period following the date of this
        Agreement as follows: 





	 	(a) 	 a total of $150,000 of cumulative Exploration
        Expenditures on the Rattlesnake Hills Property on or before the first
        anniversary of this Agreement; 

	 	 	

	 	(b)	 a total of $500,000 of cumulative Exploration
        Expenditures on the Rattlesnake Hills Property on or before the second
        anniversary of this Agreement; 











	 	(c) 	a total of $1,000,000 of cumulative Exploration
        Expenditures on the Rattlesnake Hills Property on or before the third
        anniversary of this Agreement; 

	 	 	

	 	(d)	 a total of $2,000,000 of cumulative Exploration
        Expenditures on the Rattlesnake Hills Property on or before the fourth
        anniversary of this Agreement; and 

	 	 	

	 	(e) 	 a total of $5,000,000 of cumulative Exploration
        Expenditures on the Rattlesnake Hills Property on or before the fifth
        anniversary of this Agreement; 



Rattlesnake Hills Partial Option

	5.2 	In the event that the Optionee incurs some, but not
        all, of the cumulative Exploration Expenditures on the Rattlesnake Hills
        Property pursuant to section 5.1 hereof, the Optionee shall be deemed
        to have earned an undivided 10% interest in and to the interest of the
        Optionor in and to the Rattlesnake Hills Property and under the Rattlesnake
        Hills Mining Lease for each $500,000 of cumulative Exploration Expenditures
        incurred by the Optionee or caused to be incurred by the Optionee on the
        Rattlesnake Hills Property (the “Rattlesnake Hills Partial Option”).
        The exercise of the Rattlesnake Hills Partial Option hereunder shall be
        governed by Article 8 hereof. 



Exercise of Lewiston Option

	5.3 	The Lewiston Option shall be deemed to be exercised
        upon the Optionee incurring or causing to be incurred a total of $1,000,000
        of cumulative Exploration Expenditures on the Lewiston Property during
        the four year period following the date of this Agreement as follows:
      





	 	(f)	 a total of $100,000 of cumulative Exploration Expenditures on the
      Lewiston Property on or before the first anniversary of this Agreement;
    
	 	 	 
	 	(g) 	 a total of $250,000 of cumulative Exploration Expenditures on the
      Lewiston Property on or before the second anniversary of this Agreement;
    
	 	 	 
	 	(h)	 a total of $500,000 of cumulative Exploration Expenditures on the
      Lewiston Property on or before the third anniversary of this Agreement;
      and 
	 	 	 
	 	(i) 	 a total of $1,000,000 of cumulative Exploration Expenditures on the
      Lewiston Property on or before the fourth anniversary of this Agreement.
    


Partial Exercise of Lewiston Option

	5.4 	In the event that the Optionee incurs some, but not
        all, of the cumulative Exploration Expenditures on the Lewiston Property
        pursuant to section 5.3 hereof, the Optionee shall be deemed to have earned
        an undivided 10% interest in and to the interest of the Optionor in and
        to the Lewiston Property for each $100,000 of cumulative Exploration
        Expenditures incurred by the Optionee or caused to be incurred by the
        Optionee on the Lewiston Property (the “Lewiston Partial Option”).
        The exercise of the Lewiston Partial Option hereunder shall be governed
        by Article 8 hereof. 



Effect of Exercise

	5.5	 If and when either of the Options has been exercised in full, the 100%
      undivided right, 










	 	title and interest of the Optionor in and to the
        Rattlesnake Hills Property and under the Rattlesnake Hills Mining Lease
        or in and to the Lewiston Property, as the case may be, shall vest in
        the Optionee, free and clear of all charges, encumbrances and claims,
        except for the Royalty.



Operator

	5.6 	During the currency of the Rattlesnake Hills or Lewiston
        Options, the Operator in respect of each of the Rattlesnake Hills or Lewiston
        Properties, respectively, shall be the Optionee. The Optionee shall in
        its capacity as Operator determine in its sole discretion, but after consultation
        with the Optionor, Programs for the Exploration and Development of the
        Properties. The Programs shall take into consideration the cumulative
        Exploration Expenditures to be incurred by the Optionee pursuant to Article
        5 of this Agreement. The Optionee may retain the services of the Optionor
        to manage the Programs, provided that the terms provided by the Optionor
        to the Optionee to manage the Programs are commercially reasonable.



No Partnership

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



ARTICLE 6

  ADDITIONAL SHARE ISSUANCES

 In addition to the option consideration described in Section
  4.2 above, the Optionee agrees to issue to the Optionor an additional 50,000
  non-assessable and fully paid Shares for each $500,000 of Exploration Expenditures
  on the Properties, to a maximum of 1,000,000 Shares. 

 ARTICLE 7

  RESTRICTIONS ON SHARE ISSUANCES 

 Exchange Approval

	7.1 	Any and all issuances of Shares pursuant to this
        Agreement shall be subject to acceptance for filing by the Exchange and
        the order or ruling of all applicable securities regulatory authorities
        having jurisdiction over the issuance of such Shares, if any. Accordingly,
        the Optionor agrees to execute any undertakings in respect of the Shares
        as are reasonably required by the Exchange. 



Legends

	7.2	 The Optionor acknowledges that the certificates representing any Shares
      to be issued pursuant to this Agreement shall bear the following legends:
    








   UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
    OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [DATE WHICH IS FOUR
    MONTHS FROM DATE OF ISSUANCE].” 

   WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
    AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
    REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
    OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE
    OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
    THE DAY THAT IS FOUR MONTHS AFTER THE SECURITIES WERE ISSUED FROM TREASURY.
  

   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
    BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
    SECURITIES ACT”) OR OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES
    HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE
    AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)
    IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE
    905, AND PRELIMINARY NOTES UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO
    AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
    ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS
    INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
    THE U.S. SECURITIES ACT. 



 ARTICLE 8

  TERMINATION OF OPTIONS

 Termination

	8.1 	Each of the Rattlesnake Hills or Lewiston Options shall terminate, respectively:
    




	 	(a)	 subject to Article 18 hereof, upon the Optionee
        failing to incur or make any Exploration Expenditure which must be incurred
        or made or issued in exercise of such Option; or 

	 	 	

	 	(b)	 at any other time, by the Optionee giving notice
        of such termination to the Optionor. 



Effect of Partial Exercise

	8.2	 In the event that either of the Rattlesnake Hills or Lewiston Options
      are terminated pursuant to section 8.1 hereof, the Optionee shall be deemed
      to have exercised either the 










 Rattlesnake Hills Partial Option or the Lewiston Partial Option
  (as the case may be), and the Optionor and the Optionee shall be deemed to have
  associated themselves into a joint venture with respect to such Property on
  the terms and conditions contained in the Joint Venture Agreement. At such time,
  the Optionee shall complete the date on page 1 of the Joint Venture Agreement
  (which shall be the date on which it exercised the Partial Option), complete
  the sections detailing the respective interests of the Optionee and the Optionor
  in the subject Property (based upon the partial interest earned by the Optionee),
  and complete Schedule A thereto with a description of either the Rattlesnake
  Hills Property or the Lewiston Property and each of the parties shall then execute
  and deliver to the others a copy of the Joint Venture Agreement. 

 Duties of Optionee upon Termination

	8.2	 If either of the Rattlesnake Hills or Lewiston Options are terminated
      otherwise than upon the full or partial exercise thereof, the Optionee shall:
    




	 	(a)	 leave in good standing for a period of at least
        12 months from the termination of the Option Period those licenses and
        concessions comprising the Properties; 

	 	 	

	 	(b)	 make available to the Optionor within 90 days of
        such termination, all drill core, copies of all reports, maps, assay results
        and other relevant technical data compiled by, prepared at the direction
        of, or in the possession of the Optionee with respect to the Properties
        and not theretofore furnished to the Optionor; and 

	 	 	

	 	(c)	 within the time periods prescribed by law, complete
        all reclamation work required on the Properties required by the activities
        of the Optionee during the Option Period. 



Residual Right of Entry

	8.3 	In the event of termination of either of the Rattlesnake
        Hills or Lewiston Options pursuant to Section 8.2 hereof, the Optionee
        shall have the right, within a period of 180 days following such termination,
        to remove from the Properties all buildings, plant, equipment, machinery,
        tools, appliances and supplies which have been brought upon the Properties
        by or on behalf of the Optionee. 



ARTICLE 9

  RIGHT OF ENTRY

 During the Option Period the Optionee and its servants, agents and independent
  contractors, shall have the sole and exclusive right in respect of the Properties
  to:

	 	(a) 	enter thereon; 

	 	 	

	 	(b) 	 have exclusive and quiet possession thereof; 

	 	 	

	 	(c) 	 do such prospecting, exploration, development and/or
        other mining work thereon and thereunder as the Optionee in its sole discretion
        may determine advisable; 











	 	(d) 	bring upon and erect upon the Properties buildings,
        plant, machinery and equipment as the Optionee may deem advisable; and
      

	 	 	

	 	(e) 	 remove therefrom and dispose of reasonable quantities
        or ores, minerals and metals for the purpose of obtaining assays or making
        other tests. 



ARTICLE 10

  REGISTRATION AND TRANSFER OF PROPERTY INTERESTS

	10.1	 Upon the request of the Optionee the Optionor shall
        assist, when required, the Optionee to record this Agreement with the
        appropriate mining recorder and, upon earning any interest in the Properties,
        shall provide the Optionee with such recordable transfers as the Optionee
        and its counsel shall require to record its due interest. 

	 	

	10.2	 In requested by the Optionee, following the execution
        of this Agreement the Optionor shall execute such transfer documents (hereinafter
        call the “Property Transfer Documents”) as the Optionee and
        its counsel may reasonably deem necessary to assign, transfer and assure
        to the Optionee good, safe, holding and marketable title to a 100% undivided
        interest in and to each of the Properties, and shall deposit the same
        with a mutually agreeable escrow agent (hereinafter call the “Escrow
        Holder”), together with a copy of this Agreement, there to be held
        in escrow upon the following terms: 





	 	(a)	 the Optionor and the Optionee
        do hereby instruct the Escrow Holder to deliver to the Optionee the Property
        Transfer Documents held by the Escrow Holder in respect of either of the
        Properties upon receipt of either: 

	 	 	
	

	 	 	(i)
	 notification in writing from the Optionor that such
        documents should be delivered to the Optionee; or 

	 	 	
	

	 	 	(ii) 
	 a statutory declaration sworn by an officer of the
        Optionee certifying that the Optionee is entitled to delivery of a 100%
        undivided interest in and to either of the Properties, together with proof
        that 30 days’ written notice was given to the Optionor of the Optionee’s
        intention to request delivery thereof, and provided that no objection
        in writing to the intended delivery is first provided by the Optionor
        to the Escrow Holder; or 

	 	 	 	 
	 	(b) 	the Optionor and the Optionee
        do hereby instruct the Escrow Holder to deliver to the Optionor the Property
        Transfer Documents held by the Escrow Holder in respect of either of the
        Properties upon receipt of either: 

	 	 	 	 
	 	 	(i) 	 notification in writing from the Optionee that such
        transfer or related documents should be delivered to the Optionor; or
      

	 	 	 	

	 	 	(ii)	 a statutory declaration sworn by an officer of the
        Optionor certifying that either the Rattlesnake Hills or Lewiston Options
        have terminated pursuant to the provisions hereof, together with proof
        that 30 days’ written notice was given to the Optionee of the Optionor’s
        intention to request delivery thereof, and provided that no objection
        in writing to the intended delivery is first provided by the Optionee
        to the Escrow Holder; and 











	 	(c) 	the Optionor and the Optionee jointly and severally
        agree to indemnify and save harmless the Escrow Holder from all claims,
        actions and damages arising out of its acting pursuant to the instructions
        herein contained; and 

	 	 	

	 	(d)	 the Optionee shall pay to the Escrow Holder all
        costs and expenses of the Escrow Holder for acting pursuant to the within
        instructions, and the parties agree that the Escrow Holder shall not be
        considered as a party hereto where that expression is used herein. 



ARTICLE 11

  OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIOD

	 	 During the Option Period the Optionee shall:
	 	 	 
	 	(a) 	maintain in good standing those licenses and concessions
        comprising or relating to the Properties by the payment of all amounts
        required to be paid under the Rattlesnake Hills Mining Lease, by the doing
        and filing of assessment work for the Properties or the making of payments
        in lieu thereof, by the payment of taxes and rentals in respect of the
        Properties, and the performance of all other actions which may be necessary
        in that regard and in order to keep such licenses concessions free and
        clear of all liens and other charges arising from the Optionee's activities
        thereon except those at the time contested in good faith by the Optionee;
      

	 	 	

	 	(b) 	 not do anything which will constitute a breach of
        the Rattlesnake Hills Mining Lease; 

	 	 	

	 	(c)	 permit the Optionor, or its representative duly
        authorized in writing, to visit and inspect the Properties at all reasonable
        times and intervals, and data obtained by the Optionee as a result of
        its operations thereon, provided always that the Optionor or its representative
        shall abide by the rules and regulations laid down by the Optionee relating
        to matters of safety and efficiency in its operations; 

	 	 	

	 	(d)	 do all work on the Properties in a good and workmanlike
        fashion and in accordance with all applicable laws, regulations, orders
        and ordinances of any governmental authority; 

	 	 	

	 	(e) 	 indemnify and save the Optionor harmless in respect
        of any and all costs, claims, liabilities and expenses arising out of
        the Optionee's activities on the Property, but the Optionee shall incur
        no obligation hereunder in respect of claims arising or damages suffered
        after termination of the Options if upon termination of the Options any
        workings on or improvements to the Properties made by the Optionor are
        left in a safe condition; 

	 	 	

	 	(f) 	 permit the Optionor reasonable access to the results
        of the work done on the Property during the last completed calendar year;

	 	 	

	 	(g)	 deliver to the Optionor on or before March 31 in
        each year a report (including up-to-date maps if there are any) describing
        the results of work done in the last completed calendar year, together
        with reasonable details of expenditures made; 











	 	(h)	 deliver to the Optionor forthwith after receipt
        by the Optionees results of testing for samples taken from the Properties,
        together with reports showing the location from which the samples were
        taken and the type of samples; and 

	 	 	

	 	(i)	 deliver to the Optionor, forthwith upon receipt
        thereof, copies of all reports, maps, assay results and other technical
        data compiled by or prepared at the direction of the Optionee with respect
        to the Properties. 



ARTICLE 12

  FORCE MAJEURE

 Effect of Force Majeure

	12.1	 If the Optionee is at any time either during the
        Option Period or thereafter prevented or delayed in complying with any
        provisions of this Agreement by reason of strikes, walk-outs, labour shortages,
        power shortages, fires, wars, terrorist acts, acts of God, governmental
        regulations restricting normal operations, shipping delays or any other
        reason or reasons beyond the control of the Optionee, excepting the want
        of funds, then the time limited for the performance by the Optionee of
        its obligations hereunder shall be extended by a period of time equal
        in length to the period of each such prevention or delay. 



Notice

	12.2 	The Optionee shall give notice to the Optionor of
        each event of force majeure under Section 12.1 hereof within 30 days thereof,
        and upon cessation of such event shall furnish the Optionor with notice
        of that event together with particulars of the number of days by which
        the obligations of the Optionee hereunder have been extended by virtue
        of such event of force majeure and all preceding events of force majeure.
      



ARTICLE 13 

  AREA OF MUTUAL INTEREST

 In the event that any party to this Agreement, either directly
  or indirectly during the currency of this Agreement, stakes or acquires, including
  by way of an option, any mineral claims or other mining property, or any interest
  therein within the Area of Mutual Interest, it shall forthwith thereafter notify
  the other party in writing as to the details of such staking or acquisition,
  and such mineral claims or mining property so staked will be deemed to be part
  of either of the Rattlesnake Hills or Lewiston Properties (as the case may be)
  for all purposes of this Agreement and the terms “Rattlesnake Hills Property”
  or “Lewiston Property” shall mean and include any such mineral claims
  or mining property and the cost of such staking shall be paid by the staking
  or acquiring party. In the event the other party does not consent to such mineral
  claims or mining property becoming part of either of the Properties, then the
  staking or acquiring party shall be entitled to hold such mineral claims or
  mining property free of the terms of this Agreement. Notwithstanding anything
  herein contained, no mineral claims or other mining property or any interest
  lying outside the Area of Mutual Interest shall become or be subject to this
  Agreement. 





 ARTICLE 14

  SUB-OPTION, SUB-LEASE AND ASSIGNMENT OF

  OPTION AGREEMENT

 In the event that, during the Option Period, the Optionee
  enters into an agreement with any arm’s length third party (a “Third
  Party”) pursuant to which that Third Party acquires an sub-option or sub-lease
  of the interest of the Optionee in the Rattlesnake Hills Property, any initial
  cash payment to be made by that Third Party to the Optionee upon execution of
  such Agreement shall be payable to the Optionor. Notwithstanding the preceding,
  in the event that the Optionee assigns all of its interest in the Rattlesnake
  Hills Property to a Third Party, all consideration to be paid to the Optionee
  by that Third Party shall be retained in full by the Optionee, the Optionee’s
  participation will end and the Option Agreement, insofar as it imposes obligations
  upon the Optionee, will terminate.. 

 ARTICLE 15

  TRANSFERS

 Transfer by Optionee

	15.1	 The Optionee may at any time either during the Option
        Period or thereafter, sell, transfer or otherwise dispose of all or any
        portion of its interest in and to either of the Properties, the Rattlesnake
        Hills Mining Lease and/or this Agreement provided that any purchaser,
        grantee or transferee of any such interest shall have first delivered
        to the Optionor its agreement relating to this Agreement, the Rattlesnake
        Hills Mining Lease and to the Property, containing: 





	 	(a) 	a covenant to perform all the obligations of the
        Optionee to be performed under this Agreement in respect of the interest
        to be acquired by it from the Optionee to the same extent as if this Agreement
        had been originally executed by such purchaser, grantee or transferee;
        and 

	 	 	

	 	(b)	 a provision subjecting any further sale, transfer
        or other disposition of such interest in either of the Properties, the
        Rattlesnake Hills Mining Lease and/or this Agreement or any portion thereof
        to the restrictions contained in this paragraph (a). 



Upon the transfer by the Optionee of the entire interest at
  the time held by it in this Agreement, whether to one or more transferees and
  whether in one or in a number of successive transfers, the Optionee shall be
  deemed to be discharged from all obligations hereunder save and except for the
  fulfillment of contractual commitments accrued due prior to the date on which
  the Optionee shall have no further interest in this Agreement. 

 Transfer by Optionor

	15.2	 The Optionor may not sell, assign, pledge, or otherwise
        encumber any of its respective rights hereunder to a third party without
        the prior written consent of the Optionee, provided that the Optionor
        may at any time transfer its rights and interest under this Agreement
        or any part thereof to any parent or subsidiary or associated corporation,
        provided that such assignee agrees to be subject to and bound by the terms
        and conditions of this Agreement. 








 ARTICLE 16

  CONFIDENTIAL INFORMATION

 No information furnished by the Optionee to the Optionor hereunder
  in respect of the activities carried out on the Properties by the Optionee shall
  be published or disclosed by the Optionor without the prior written consent
  of the Optionee, but such consent in respect of the reporting of factual data
  shall not be unreasonably withheld, and shall not be withheld in respect of
  information required to be publicly disclosed pursuant to applicable securities
  or corporation laws, regulations or policies. 

 ARTICLE 17

  ARBITRATION

 Submission of Matters to Arbitration

	17.1 	The parties agrees that all questions or matters in dispute with respect
      to this Agreement shall be submitted to arbitration pursuant to the terms
      hereof.


Notice

	17.2	 It shall be a condition precedent to the right of
        any party to submit any matter to arbitration pursuant to the provisions
        hereof, that any party intending to refer any matter to arbitration shall
        have given not less than 10 days' prior written notice of its intention
        to do so to the other party together with particulars of the matter in
        dispute. On the expiration of such 10 days, the party who gave such notice
        may proceed to refer the dispute to arbitration as provided in section
        17.3 herein. 



Conduct of Arbitration

	17.3	 The party desiring arbitration shall appoint one
        arbitrator, and shall notify the other party of such appointment, and
        the other party shall, within 15 days after receiving such notice, appoint
        an arbitrator, and the two arbitrators so named, before proceeding to
        act, shall, within 30 days of the appointment of the last appointed arbitrator,
        unanimously agree on the appointment of a third arbitrator, to act with
        them and be chairman of the arbitration provided for herein, provided
        that the parties may agree to appoint a single arbitrator in respect of
        such arbitration. If the other party shall fail to appoint an arbitrator
        within 15 days after receiving notice of the appointment of the first
        arbitrator, or if the two arbitrators appointed by the parties shall be
        unable to agree on the appointment of the chairman, the chairman shall
        be appointed under the provisions of any act governing commercial arbitration
        in the State of Wyoming. Except as specifically otherwise provided in
        this Article, the arbitration herein provided for shall be conducted in
        accordance with such Act. The chairman, or in the case where only one
        arbitrator is appointed, the single arbitrator, shall fix a time and place
        in Cheyenne, Wyoming for the purpose of hearing the evidence and representations
        of the parties, and he shall preside over the arbitration and determine
        all questions of procedure not provided for under such Act or this Article.
        After hearing any evidence and representations that the parties may submit,
        the single arbitrator, or the arbitrators, as the case may be, shall make
        an award and reduce the same to writing, and deliver one copy thereof
        to each of the parties. The expense of the arbitration shall be paid as
        specified in the award. 











 Award Binding

	17.4	 The parties agree that the award of a majority of the arbitrators, or
      in the case of a single arbitrator, of such arbitrator, shall be final and
      binding upon each of them. 


ARTICLE 18

  DEFAULT

Notice of Default

	18.1	 The parties hereto agree that if the Optionee is
        in default with respect to any of the provisions of this Agreement, the
        Optionor shall give notice to the Optionee, designating such default,
        and within 60 days after its receipt of such notice, the Optionee shall
        either: 





	 	(a)	 cure such default, or commence proceedings to cure such default and prosecute
      the same to completion without undue delay; or 
	 	 	 
	 	(b)	 give the Optionor notice that it denies that such default has occurred
      and that it is submitting the question to arbitration as herein provided.
    


Submission of Matter to Arbitration

	18.2 	If arbitration is sought, a party shall not be deemed
        in default until the matter shall have been determined finally by appropriate
        arbitration under the provisions of Article 18 hereof. 



Termination

	18.3	 If: 




	 	(a)	 the default is not so cured or a commencement made
        on proceeding to cure it; 

	 	 	

	 	(b)	 arbitration is not so sought; or 

	 	 	

	 	(c)	 the Optionee is found in arbitration proceedings
        to be in default, and fails to cure it or commence proceedings to cure
        it within 30 days after the rendering of the arbitration award 



then the Optionor may, by written notice given to the Optionee
  at any time while the default continues, terminate either the Rattlesnake Hills
  Option or the Lewiston Option, as the case may be. 

 ARTICLE 19

  NOTICES

 Each notice, demand or other communication required or permitted
  to be given under this Agreement shall be in writing and shall be delivered
  or faxed to such party at the address for such party specified above. The date
  of receipt of such notice, demand or other communication shall be the date of
  delivery thereof if delivered or, if given by fax, shall be deemed conclusively
  to be the next business day. Either party may at any time and from time to 








 time notify the other party in writing of a change of address
  and the new address to which notice shall be given to it thereafter until further
  change. 

 ARTICLE 20

  GENERAL

Governing Law

	20.1 	This Agreement shall be governed by and construed in accordance with the
      laws of the State of Wyoming 


Novation

	20.2 	This Agreement shall supersede and replace any other
        agreement or arrangement, whether oral or written, heretofore existing
        between the parties in respect of the subject matter of this Agreement.
      



No Waiver

	20.3	 No consent or waiver expressed or implied by either
        party in respect of any breach or default by the other in the performance
        by such other of its obligations hereunder shall be deemed or construed
        to be a consent to or a waiver of any other breach or default. 



Further Assurances

	20.4	 The parties shall promptly execute or cause to be
        executed all documents, deeds, conveyances and other instruments of further
        assurance and do such further and other acts which may be reasonably necessary
        or advisable to carry out fully the intent of this Agreement or to record
        wherever appropriate the respective interest from time to time of the
        parties in the Property. 



Assignment

	20.5	 This Agreement shall enure to the benefit of and be binding upon the
      parties and their respective successors and permitted assigns. 


Time of Essence

	20.6	 Time shall be of the essence of this Agreement. 


Independent Legal Advice

	20.7	 The Optionee has obtained legal advice concerning
        this Agreement and has requested that the Optionor obtain independent
        legal advice with respect to same before executing it. In executing this
        Agreement, the Optionor represents and warrants to the Optionee that it
        has been advised to obtain independent legal advice, and that prior to
        the execution of this Agreement it has obtained independent legal advice
        or has, in its discretion, knowingly and willingly elected not to do so.
      



IN WITNESS WHEREOF the parties hereto have executed this Agreement as
  of the day and year first above written. 







 QUINCY GOLD CORP.

	Per:	/s/ Daniel T. Farrell 
	 	Authorized Signatory 


BALD MOUNTAIN MINING CO.

	Per:	Paul Miller 
	 	 Authorized Signatory