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





 MINING LEASE

                This
  MINING LEASE (“Agreement”) is hereby made and entered into as of
  the 27th day of May, 2004 (the “Effective Date”) by and between:
  NEVADA NORTH RESOURCES (U.S.A.), INC., hereinafter called “Lessor”,
  and MIRANDA U.S.A., INC., a Nevada corporation hereinafter called “Lessee
  or Miranda”. Lessor and Lessee agree that their previous agreement, which
  encompassed four properties (Red Hill, CONO, BPV and Coal Canyon), shall be
  terminated, and superceded by this Agreement, which covers the BPV property
  separately, and three similar agreements covering the other three properties
  separately. Accordingly, Lessor and Lessee covenant and mutually promise as
  set forth below.

 WITNESSETH:

                In
  consideration of the mutual promises and covenants set forth herein, Ten Dollars
  ($10.00) in hand paid and other good and valuable consideration, the receipt
  and suffciency of which are hereby acknowledged, Lessee and Lessor (sometimes
  referred to hereinafter as a “Party” or collectively as the “Parties”)
  agree as follows:

 I.        Grant of Lease

 1.1        Grant of Lease.

 Lessor hereby grants and conveys unto Lessee, its successors
  and assigns, subject to Section 5.1 below, an exclusive lease unto the Property
  on the terms and conditions set forth in this Agreement. As used in this Agreement,
  the term “Property” means Lessor’s entire interest in the
  BPV property described in Exhibit A, attached hereto and made a part hereof,
  together with all minerals, mineral substances, mineral rights, water rights
  and all surface, access, and other rights associated with or appurtenant to
  such Property.

 1.2        Term.

 The initial term of this Agreement shall be twenty (20) years
  from the Effective Date, unless sooner terminated according to the provisions
  of this Agreement. This Agreement shall remain in effect after the initial term
  for so long as mining, processing, construction of mine facilities, development
  of ore reserves or exploration activities (“Mining Related Activities”)
  continue on the Property or other adjacent or contiguous properties owned or
  controlled by Lessee while this agreement remains in effect It shall not be required
  that Mining Related Activities be continuous in order for this Agreement to
  be extended beyond the initial term hereof.

 Minimum term. Miranda commits to a two (2) year option
  on the property made up of the initial payment and the first year anniversary
  payments.





 1.3        Grant of Rights.

 During the term of this Agreement, Lessor grants to Lessee
  the following exclusive rights:

 (a)      the right
  of entry;

 (b)      by whatever method
  is now known or subsequently developed, to survey, explore, prospect, sample,
  drill, develop, mine (including without limitation by surface, open pit, underground,
  solution or any other method whatsoever), cross-mine, stockpile, remove, transport,
  leach, concentrate, mill, smelt, beneficiate, process, treat, ship, market and
  sell all minerals, whether extracted or removed from the Property or other properties;

 (c)      to construct, use,
  maintain, repair, replace and relocate buildings, roads, pipelines, ore bins,
  shafts, declines, inclines, tunnels, drifts, adits, open pits, openings, haulage
  ways, mine workings, leach pads, mineral treatment facilities, tailings ponds,
  waste dumps, ore stockpiles, reservoirs, power and communication lines and any
  other structures, facilities or improvements of any kind or description whatsoever;

 (d)      to use the Property
  for the storage or permanent disposal of minerals, overburden, waste, tailings,
  water or other by-products of materials produced from the Property or from other
  properties;

 (e)      to use all easements,
  rights-of-way and means of access for ingress and egress to, from, across and
  through the Property;

 (f)      to take, develop,
  or use water, whether surface, underground, or artesian, by any lawful taking
  or development, without restriction as to the place or places of Lessee’s
  use of the waters;

 (g)      to extract, process,
  test, remove and dispose of any minerals and mineral substances for testing
  purposes (including, without limitation, for bulk samples) without payment of
  any Production Royalty or other additional consideration whatsoever to Lessor,
  provided that Lessee shall pay Production Royalty on any such minerals removed
  from the Property for testing purposes for which it receives actual sales revenues;

 (h)      to use the Property
  for all of the purposes stated in this Section 1.3 in connection with or in
  furtherance of Lessee’s activities on other properties; and

 (i)      to exercise all other
  rights that are incidental to or customarily associated with any or all of the
  rights granted expressly or implicitly to Lessee in this Agreement.





 II.        Payments to
  Lessor

 2.1        Advance Minimum
  Royalties.

 Advance royalties as used herein means the amount required
  to be paid by Lessee to Lessor, as set forth below, to provide for a specific
  minimum payment in such periods. During the term of this Agreement, Lessee shall
  pay to Lessor advance minimum royalties (“Advance Royalties”) as
  follows:

	 Upon exercise of this Lease: (already paid) 
    	 $	 6,250 
	 On or before the first anniversary of the Effective
      Date  	 $	 6,250 
	 On or before the second anniversary of the Effective
      Date  	 $	 6,250 
	 On or before the third anniversary of the Effective
      Date  	 $	 10,000 
	 On or before the fourth anniversary of the Effective
      Date  	 $	 10,000 
	 On or before the fifth anniversary of the Effective
      Date  	 $	 12,500 
	 On or before the sixth anniversary of the Effective
      Date  	 $	 15,000 
	 On or before the seventh anniversary of the Effective
      Date  	 $	 30,000 
	 On or before the eighth anniversary of the Effective
      Date  	 $	 30,000 
	 On or before the ninth anniversary of the Effective
      Date  	 $	 40,000 
	 On or before the tenth anniversary of the Effective
      Date  	 $	 40,000 
	 On or before each subsequent anniversary of the
      Effective Date  	 $	 50,000*


 *Beginning on the eleventh anniversary of the Agreement, the
  Advance Royalty of $50,000 shall be adjusted for inflation increases according
  to the United States Department of Labor Consumer Price Index. The beginning
  index shall be the index published for April 2015. However, in no case will
  the Advance Royalty drop below the Advance Royalty base amount of $50,000.

                 Advance
  Royalties shall be paid on or before the date due. Advance Royalties paid hereunder
  shall be credited against and fully recoupable from any and all Production Royalty
  that may accrue under Section 2.2, regardless of whether such Production Royalty
  accrues or is made in the same or any subsequent year to the year of payment
  of the Advance Royalties.

 2.2        Production
  Royalty.

 (a)      Percentage and Calculation.
  Subject to applicable credits and adjustments, Lessee, in accordance with
  its usual practice, shall pay to Lessor a production royalty (the “Production
  Royalty”) equal to the applicable percentage of Net Value as defined,
  calculated and paid as set forth in Exhibit B, attached hereto and by this reference
  made a part hereof. Said percentages shall be as follows:




 

	 	 Gold Price  	 Royalty Percentage 
	 	 $275 or less per ounce  	 2.5%
	 	  $275.01 to $ 375  per ounce 
    	 3.0% 
	 	  $375.01 to $ 475  per ounce 
    	 4.0% 
	 	  $475.01 or greater  	 5.0% 


 (b)      Option to Reduce Production
  Royalty. At any time during the term of this Lease and as to all Production
  Royalty payments not yet paid, Lessee shall have the right to reduce the Production
  Royalty by purchasing a portion of the Lessors Production Royalty such that
  the Lessor retains a minimum 2% Production Royalty. The purchase price of the
  Production Royalty shall be $1,000,000 US for each 1% Production Royalty,
  $500,000 for each 0.5% Production Royalty, and $250,000 for each 0.25%
  Production Royalty. Such a Production Royalty buy down may take place all at
  one time or piecemeal.

                 The
  right to purchase the said Production Royalty interest shall be exercised by
  Lessee providing the Lessor with notice of the purchase accompanied by payment
  in full for the amount of the Production Royalty interest being purchased.

                 If
  only a portion of the Production Royalty is purchased, then in the event of
  changes in the gold price the Lessor shall retain the remaining unpurchased
  Production Royalty percentage points on the sliding scale Production Royalty,
  as outlined in Section 2.2(a) herein.

 Example: Example: Gold is selling at $370.00 an
  ounce. Lessee purchases 1.0% of the Production Royalty for 1 million dollars
  reducing the Production Royalty from 3.0% to 2.0% . Later Gold rises to $500
  an ounce and the effective Production Royalty becomes 4.0% . Gold then falls
  to $250.00 an ounce. The effective Production Royalty would be 2.0% not 1.5%
  .

 (c)      Disputes. Lessor
  shall be deemed to have waived any right it may have had to dispute any payment
  of Production Royalty unless Lessor notifies Lessee in writing of such dispute
  within six (6) months after the date of Lessee’s payment, providing reasonable
  detail as to the nature of the dispute.

 III.        OPERATIONS

 3.1        No Implied
  Covenants.

 Lessee does not make, and the Advance Royalties and other
  obligations of Lessee under this Agreement exclude and negate, any express or
  implied covenant or duty of Lessee to conduct any activity upon or for the benefit
  of the Property, including without limitation any activities related to the
  exploration, development or mining of the Property. Whether or not any such
  exploration, development, mining or other activities shall at any time (including,
  without limitation, during the primary term or any extended term of this Agreement)
  be








 conducted and the location, manner, method, extent, rate and
  timing of such activities (if any) shall be determined within the sole and absolute
  discretion of Lessee.

 3.2        Compliance
  with Law: Reclamation.

 In connection with its activities upon the Property, Lessee
  shall endeavor in good faith to comply with applicable provisions of Federal,
  State and local laws and regulations. Upon expiration or termination of this
  Agreement, Lessee shall reclaim all portions of the Property disturbed by its
  operations (i.e., to the extent and only to the extent of Lessee’s disturbance)
  in accordance with all applicable governmental laws, regulations and orders.
  Lessee shall have the right, without payment of any additional consideration
  to Lessor, to enter upon the Property subsequent to termination of this Agreement
  for purposes of performing such reclamation work.

 3.3        Permits
  and Approvals.

 Lessor understands that Lessee may make efforts to obtain permits,
  licenses, rights, approvals or authorizations from governmental or private persons
  or entities in connection with the exercise by Lessee of its rights under this
  Agreement. Upon request by Lessee, Lessor shall assist and cooperate fully with
  Lessee in any such endeavor, including, without limitation, the execution of
  pertinent documents and the making of verbal endorsements for Lessee’s
  related activities.

 3.4        Liens.

 Lessee shall keep the title to the Property free and clear
  of all mechanic’s and supplier’s liens resulting from its operations
  under this Agreement. Lessee may refuse, however, to pay any claims asserted
  against it which Lessee disputes in good faith. Lessee may contest any suit
  commenced to enforce such a claim, but under no circumstances shall Lessee allow
  the Property or any portion thereof to be sold as a result of foreclosure of
  such a lien.

 3.5        Indemnity.

 Each Party covenants and agrees to indemnify the other from
  and against any and all liability, claims, damages (including attorneys’
  fees) and causes of action for injury to or death of persons, and damage to
  or loss or destruction of property and environmental liabilities resulting from
  the indemnifying Party’ s use or occupancy of the Property or its operations
  hereunder.

 3.6        Commingling.

 Lessee shall have the right to commingle minerals produced
  from the Property (“Subject Ore”) with minerals produced from other
  tracts (“Other Ore”) for any purposes whatsoever,








 including, without limitation, processing or conversion to
  another product. In the event that Lessee commingles Subject Ore with Other
  Ore pursuant to this Section 3.6, Lessee shall perform suffcient sampling, weighing
  and assaying, in accordance with standards and practices generally accepted
  or employed within the industry, to determine the grades and quantities of minerals
  removed and sold from the Property. Without limiting the foregoing, in the event
  that Lessee commingles Subject Ore with Other Ore then, for purposes of determining
  Production Royalty payable to Lessor, the percentages of valuable minerals ultimately
  recovered from the commingled ore (i.e., from the commingled Subject Ore and
  Other Ore as a whole) shall conclusively be deemed applicable to the Subject
  Ore included therein. Lessor has the right, at its own expense, to take independent
  samples of commingled ores, upon reasonable advance notice to Lessee and in
  a manner that will not interrupt Lessee’s operations.

 3.7        Taxes,
  Cooperation and Maintenance Payments.

 (a)      Taxes. Lessor shall
  promptly pay when due all ad valorem and real property taxes and assessments
  levied upon, assessed against or relating to the Property, provided, however,
  that Lessee shall reimburse Lessor for any increases in or advance payments
  of such real property taxes or assessments that are attributable to any enhancement
  in the value of the Property resulting from Lessee’s activities under
  this Agreement, including, without limitation, deferred agricultural property
  taxes. Each of Lessee and Lessor shall be responsible for all taxes and assessments
  levied or assessed upon or against their respective personal property located
  on or about the Property. Each of Lessee and Lessor shall be responsible for
  payment of income taxes on their own respective incomes. If Lessor fails to
  timely pay such taxes, Lessee shall have the right, but not the duty, to pay
  such taxes on Lessor’s behalf and deduct such amounts from any amounts
  due Lessor hereunder.

 (b)      Cooperation. Lessor
  shall promptly furnish to Lessee all bills, demands, notices, assessments or
  statements received by Lessor which relate to any tax, assessment or fee for
  which Lessee is responsible, in whole or in part, pursuant to this Section 3.7
  Each Party shall provide the other Party with copies of all checks and other
  documentation evidencing the timely payment of all taxes, assessments and fees
  for which it is responsible pursuant to Section 3.7(a) .

 (c)      Maintenance Payments.
  Lessee shall pay those federal claim maintenance fees due on the Property
  by September 1, 2004 and any associated county recordation fees. For each year
  this Agreement remains in effect past June 1 of the then current year, Lessee
  shall timely and properly pay federal maintenance fees and county recordation
  fees pertaining to the Property leased hereunder to Lessee.





 IV.        Title

 4.1        Provision
  of Information.

 Upon request by Lessee, Lessor shall furnish to Lessee copies
  of all information in its possession or under its control relating to title
  to or description of the Property, including without limitation copies of all
  abstracts, certificates of title, title insurance policies, commitments for
  title insurance, title reports, memorandum or opinions of counsel, prior deeds,
  contracts, maps, surveys and documents filed with any local, state or federal
  governmental agency. Lessee shall promptly reimburse Lessor for the costs of
  such copies. Upon execution of this Agreement, Lessor shall provide to Lessee
  any and all information in its possession or under its control regarding any
  existing or past industrial, milling, manufacturing, waste storage, exploration,
  development, mining, processing or beneficiating use of the Property. Pursuant
  to this Section 4.1, Lessor shall only be obligated to provide to Lessee information
  that is in its possession or under its control and Lessor shall not be obligated
  to obtain or provide any other information or documents.

 4.2        Representations.

 Lessor represents to Lessee that to the best of Lessor’s
  knowledge and belief, as of the Effective Date and as of the date of execution
  of this Agreement that:

 (a)      Subject to the paramount
  title of the United States, Lessor is the sole legal and equitable owner of
  a one hundred percent (100%) undivided ownership interest in those unpatented
  lode mining claims described as Property herein, without limitation or restriction
  whatsoever;

 (b)      The Property is free
  and clear of all leases, liens, encumbrances, adverse claims, burdens on production
  and royalty interests;

 (c)      Any and all taxes
  and assessments that have been levied or assessed against or upon the Property
  that are due and owing have been paid;

 (d)      Lessor (and the individual
  who is executing this Agreement on Lessors behalf) has the full right, power
  and authority to execute and enter into this Agreement and such execution and
  performance shall not violate any contract or other obligation of Lessor;

 (e)      Lessee shall have
  the quiet and peaceful possession and enjoyment of the Property, and, upon request
  by Lessee, Lessor shall defend title to the Property, and Lessee’s quiet
  and peaceful possession and enjoyment thereof against any and all persons or
  entities who may claim any right, title or interest in or to the Property or
  any portion thereof;





 (f)      There is and has
  been no violation of any applicable federal, state or local law or regulation,
  including, without limitation, those concerning zoning, land use or environmental
  protection, with respect to the Property or activities relating thereto;

 (g)      No actions, claims
  or proceedings have been brought, asserted or threatened concerning the ownership
  or right to possession of the Property or any portion thereof or otherwise concerning
  the Property or activities relating thereto; and

 (h)      All unpatented mining
  claims included in the Property have been properly staked according to industry
  standards and maintained and are validly existing in accordance with applicable
  law.

 4.3        Indemnity.

 In the event that any of Lessor’s representations set
  forth in Section 4.2 is less than represented, Lessor shall indemnify and hold
  Lessee harmless from and against any and all damage, liability, obligation,
  claim, demand, judgment, action, cost, loss and expense, including, without
  limitation, reasonable attorneys’ fees arising directly or indirectly
  as a result of said misrepresentation.

 4.4        Title
  Curative Measures.

 (a)      Title Defects. If
  title to any part of the Property is defective or less than as represented in
  Section 4.2, Lessee shall have the right, but not the obligation, to undertake
  to cure any such defects or to defend or to initiate litigation to perfect,
  defend or cure title to the Property, but only after Lessor has been offered
  the opportunity to take any necessary curative measures.

 (b)      Crediting of Costs. Lessee
  shall have the right to credit against any and all payments to Lessor under
  this Agreement (“Payments”), including without limitation Advance
  Royalties, Production Royalty and all costs and expenses incurred by Lessee
  at Lessor’s request in connection with any action to cure, defend or perfect
  title pursuant to Section 4.4(a) . Such costs and expenses may include, without
  limitation, those relating to title research, court costs, surveying and attorneys’
  fees.

 (c)      Redemption. Lessee,
  at its option, shall have the right to pay off, discharge or redeem, in whole
  or in part, any or all mortgages, liens, encumbrances or unpaid taxes on, against
  or affecting the Property. If Lessee pays any such mortgage, lien, encumbrance
  or unpaid taxes created or caused by Lessor, Lessee shall be subrogated to the
  rights of the holder thereof and shall have the right to retain and repay itself
  from any or all Payments to Lessor hereunder.





 (d)      Liability. Lessee
  at any time may withdraw from or discontinue any action or activity undertaken
  or initiated by it to cure, defend or perfect title to the Property pursuant
  to Section 4.4(a) . Lessee shall not be liable to Lessor in any way if Lessee
  is unsuccessful in, withdraws from or discontinues any such action or activity.

 4.5        Additional
  and After-Acquired Title.

 If Lessor now owns or subsequently acquires any further right,
  title or interest in or to the Property, Lessor shall promptly provide Lessee
  with written notice thereof and such right, title and interest shall, without
  payment of additional consideration, be part of the Property subject to all
  of the terms and conditions of this Agreement.

 4.6        Lesser
  Title.

 If Lessor owns less than the entire and undivided estate in
  those lands described as the Property (including, without limitation, the minerals
  therein, thereon and thereunder), as warranted in Section 4.2(a), then Lessee
  shall have the right to reduce all Payments to Lessor, so that such Payments
  are made to Lessor only in the proportion that Lessor’s actual interests
  bears to the entire undivided interest. Lessee shall be entitled to offset all
  overpayments or monies erroneously paid to Lessor against any and all subsequent
  Payments to Lessor.

 4.7        Third
  Party Claims.

 In the event that any person or entity (other than Lessor)
  makes a bona fide claim or asserts or appears to hold any right, title or interest
  whatsoever in or to the Property (including, without limitation, the minerals
  therein, thereon or thereunder) production therefrom or this Agreement, then
  the following shall apply:

 (i)      Lessee may deposit
  in a special escrow account any Payments otherwise due Lessor;

 (ii)     the sum deposited shall
  remain in the special escrow account until the claim or controversy is resolved
  or until there has been a final determination by a court or administrative body
  of competent jurisdiction and all appeals have been exhausted or periods for
  appeal have expired; and

 (iii)    Lessee shall have the right
  to deduct from any Payments to Lessor any amounts that Lessee is required to
  pay to such third parties or that Lessee reasonably elects to pay to such third
  parties in satisfaction of their claims.





 V.        Lessor’s
  Use, Inspections, Records and Confidentiality

 5.1        Lessor’s
  Use and Inspections.

 Subject to compliance with applicable federal, state and local
  health and safety laws and regulations, and requirements of Lessee’s health
  and safety program, Lessor shall have the right, upon not less than forty-eight
  (48) hours prior written notice to Lessee, at a mutually convenient time and
  during normal business hours, and at the sole risk of Lessor, to inspect the
  facilities, operations and mine workings of Lessee upon the Property. Lessee
  shall have the right to accompany Lessor upon any such inspection. Lessor agrees
  to assume all liability for, and to indemnify, protect and hold harmless Lessee
  from and against any and all damage, loss, liability, obligation, claim, demand,
  cost or expense (including attorneys’ fees) which it incurs or to which
  it becomes subject as a result of or arising out of any such inspection or the
  presence or actions of Lessor (or its agents or invitees) upon the Property,
  including, without limitation, those relating to death, personal injury or property
  damage.

 5.2        Books
  and Records.

 Lessee shall keep accurate records of all minerals extracted
  and sold from the Property by Lessee, and of all calculations relative to Production
  Royalty payments hereunder for not less than two (2) calendar years. Such records
  may be inspected by Lessor or duly authorized representatives of Lessor once
  each calendar year at a mutually convenient time, during normal business hours,
  upon providing to Lessee not less than five (5) days prior written notice. Under
  no circumstances shall Lessee be obligated to provide access to Lessor to any
  confidential, interpretive or proprietary data, information or techniques. The
  indemnification and hold harmless provisions set forth in the last sentence
  of each of Section 5.1 and Section 5.4 shall also apply to any and all inspections
  of records pursuant to this Section 5.2.

 5.3        Confidentiality.

 Lessor agrees that, during the term of this Agreement, Lessor
  shall treat all information related to or acquired under this Agreement, including,
  without limitation, any interpretive, proprietary or financial information,
  as confidential and shall not give, disclose or make available any such information
  to any third party or to the public without the prior written consent of Lessee,
  except if such disclosure is required by law or legal process, in which case
  Lessor shall make its best efforts to notify Lessee so that it may pursue a protective
  order. Lessor shall not make, disclose or issue any press release, statement
  or other disclosure, of any type whatsoever, pertaining to the Property, this
  Agreement or Lessee’s operations hereunder, without the express prior
  written consent of Lessee as to both the form and content thereof, such consent
  not to be unreasonably withheld.





 5.4        Provision
  of Information.

 No later than thirty (30) days after termination, expiration
  or surrender of this Agreement, Lessee shall provide to Lessor copies of all
  information and data in its possession or under its control generated by and
  pertaining directly to Lessee’s operations upon the Property pursuant
  to this Agreement, provided however, that Lessee shall be under no obligation
  whatsoever to provide Lessor with any proprietary, interpretive or financial
  information whatsoever. Lessee makes no representations or warranties whatsoever
  as to the truth, accuracy or completeness of any information that may be provided
  to Lessor pursuant to this Agreement, provided such information is given in
  good faith. Lessor shall rely upon such information at its sole risk and shall
  indemnify, protect and hold harmless Lessee from and against any and all damage,
  loss, liability, obligation, claim, demand, cost or expense (including attorneys’
  fees) which it incurs or to which it becomes subject as a result of or arising
  out of any reliance upon such information by Lessor or by any person or entity
  obtaining such information directly or indirectly by or through Lessor.

 VI.        Termination

 6.1        By
  Lessor.

 At the election of Lessor, the failure of Lessee to perform
  any material obligation according to the terms or provisions of this Agreement,
  which substantially affect the rights of the Lessor under this Agreement, shall
  constitute an event of default. Upon an event of default, Lessor shall give
  to Lessee written notice of default, specifying in reasonable detail the particular
  default or defaults relied on by Lessor. Lessee shall have thirty (30) days
  after receipt of Lessor’s notice in which to contest, cure, or commence
  to cure (and diligently thereafter proceed to cure) the alleged default or defaults.
  If Lessee contests that default occurred, it shall so advise Lessor in writing
  within thirty (30) days after receipt of Lessor’s notice. If, within fifteen
  (15) days after Lessor’s receipt of Lessee’s notice the Parties
  have not resolved the dispute by mutual agreement, the issue of default may
  be submitted to a court of competent jurisdiction, and Lessee shall not be deemed
  to be in default until the matter shall have been determined finally by the
  court and all appeals have been waived or exhausted and all periods for appeal
  have expired. If the judicial process results in a final finding of default,
  Lessee shall have thirty (30) days thereafter in which to cure or commence to
  cure (and diligently thereafter proceed to cure) the default. Upon Lessee’s
  failure to cure or commence to cure the default within the time periods allowed
  above, Lessor may declare, by written notice to Lessee, a termination of this
  Agreement. Lessor’s sole remedy shall be the recovery of actual compensatory
  damages, including attorneys fees.

 6.2        By
  Lessee.

 Lessee shall have the right, at any time and from time to
  time, to surrender and terminate this Agreement by providing to Lessor written
  notice of such surrender. The termination








 shall take effect upon the date notice is given. Upon such
  termination, Lessee’s right, title, interest and obligations with respect
  to the Property shall terminate, except as provided in this Agreement to the
  contrary. All Payments which have accrued as of the date of termination shall
  be payable to Lessor by Lessee. Partial termination of select claims is not
  allowed without Lessors written consent.

 6.3        Removal
  of Property.

 Lessee shall have the right, but not the obligation, for a
  period of one (1) year after expiration, surrender, or termination of this Agreement,
  to enter upon and remove from the Property any or all machinery, equipment,
  fixtures, buildings, improvements, concentrates, ore, tailings, residue and
  personal property of every kind and description erected or placed upon or extracted
  from the Property by Lessee. Any such property not removed by Lessee from the
  Property within the period allowed for removal shall become the exclusive property
  of Lessor and Lessee shall have no further right, title, obligation, or interest
  therein.

 VII.        Force
  Majeure

 7.1        Force
  Majeure.

 The time for the exercise of rights or the performance of
  obligations hereunder, including, without limitation, the removal of property
  pursuant to Section 6.3, and the term of the Lease included herein, shall be
  extended for a period equal to the period or periods of Force Majeure. Lessee
  shall use reasonable diligence to remove Force Majeure. The term “Force
  Majeure” refers to any cause of any kind or nature whatsoever beyond Lessee’s
  reasonable control that prevents, inhibits or delays Lessee’s performance
  hereunder, including without limitation the following:

 (a)      law, ordinance, governmental
  regulations, restraint or court orders;

 (b)      action or inaction
  of civil or military authorities;

 (c)      inability to obtain
  or delay in obtaining any license, permit or other authorization that may be
  necessary to any of Lessee’s activities hereunder;

 (d)      unusually severe
  weather;

 (e)      mining casualty,
  unavoidable mill shutdown, damage to or destruction of mine, plant or facility;

 (f)      fire, explosion,
  flood, storm or other acts of God;





 (g)      insurrection, war,
  riot, labor disputes;

 (h)      inability after diligent
  effort to obtain workers, fuel or materials; or delay in transportation.

 VIII.        
  Assignment

 8.1        Assignment.

 Upon providing written notice to the other Party in accordance
  with Section 9.2, either Party may assign its respective rights and obligations
  under this Agreement. No such assignment shall in any way enlarge or diminish
  the rights or obligations of Lessee or Lessor hereunder and the assigning Party
  shall remain liable for performance of this Agreement in the event that the
  assignee defaults in its performance hereunder following a written demand and
  reasonable time to cure such default. A fully-executed Memorandum of Assignment
  in recordable form shall be provided to the non-assigning Party by the assigning
  Party.

 IX.        Payments
  and Notices

 9.1        Payments.

 All payments provided for in this Agreement may be made by
  mailing or delivering company checks of the Lessee to Lessor at the address
  set forth in Section 9.2. Notwithstanding any provision of this Agreement to
  the contrary or any assignment pursuant to Section 8.1, under no circumstances
  shall Lessee be required to make any payment hereunder, except by mailing or
  delivering one check to a single address. Upon making such payment, Lessee shall
  be relieved of any and all responsibility for the division or distribution of
  the amount paid. Payments shall be deemed made upon delivery (in cases of personal
  delivery of checks) or upon mailing (in cases of mailing of checks by U.S. mail).

 9.2        Notices.

 Any notice or other instrument required or desired to be given
  under this Agreement shall be effective only if in writing and served personally
  or by certified or registered mail (postage prepaid, return receipt requested)
  on the Parties at the following addresses:

	 	 Lessor:  	 Nevada North Resources (U.S.A.) Inc.  
	 	  	 501 South 1St Avenue – Suite N  
	 	  	 Arcadia, California 91006-3888  
	 	  	 Attn: Larie Richardson  
	 	  	 Telephone: 626-821-9630  
	 	  	 Facsimile: 626-821-9635  







 

	 	 Lessee:  	 Miranda U.S.A., Inc.  
	 	  	 1140 Homer Street  
	 	  	Suite 306 
	 	  	 Vancouver, BC V6B 2X6  
	 	  	 Attn: Dennis Higgs  
	 	  	 Telephone: 604-689-1659  
	 	  	 Facsimile: 604-689-1722  
	 	  	 
	 	 With copy to:  	 Miranda U.S.A., Inc.  
	 	  	 5900 Philoree Lane  
	 	  	 Reno, Nevada 89511  
	 	  	 Attn: Ken Cunningham  
	 	  	 Telephone: 775-849-2347  
	 	  	 Facsimile: 775-849-2336  


 Notices shall be deemed given upon delivery (in cases of personal
  service) or mailing (in cases of notice by U.S. mail) as provided in the preceding
  sentence. Upon giving notice to Lessor at the address shown above, Lessee shall
  be deemed to have given notice to all of the individuals and/or entities comprising
  Lessor, and Lessee shall be relieved of any and all responsibility for further
  distribution of the notice. Either Party may change its address by giving written
  notice of the change to the other Party in accordance with the provisions of
  this Section 9.2. Any notice from Lessor hereunder shall be effective only if
  executed by each of the individuals and/or entities comprising Lessor.

 X.        Miscellaneous

 10.1        Severability.

 Whenever possible, each provision of this Agreement shall
  be interpreted in such a manner as to be effective and valid under applicable
  law, and if any provision of this Agreement shall be or becomes prohibited or
  invalid in whole or in part for any reason whatsoever, that provision shall
  be ineffective only to the extent of such prohibition or invalidity without invalidating
  the remaining portion of that provision or the remaining provisions of this
  Agreement.

 10.2        Binding
  Effect; Construction and Enforcement.

 Subject to the provisions of Section 8.1, all covenants, conditions
  and terms of this Agreement shall be deemed to run with the land and shall be
  binding upon and inure to the benefit of the Parties and their respective heirs,
  successors, personal representatives and assigns. The headings in this Agreement
  are for convenience only; they form no part of this Agreement and shall not
  affect its interpretation.





 10.3        Sole Agreement.

 This Agreement sets forth the complete, entire and final agreement
  between the Parties with respect to the subject matter hereof and supersedes
  all previous agreements or understandings, whether written or otherwise. No
  modification or alteration of this Agreement shall be effective unless in writing
  and executed by the Parties. No waiver of any right hereunder shall be effective
  unless in writing and executed by the Party to be bound thereby.

 10.4        Legal
  Advice.

 Lessor expressly acknowledges that it has sought (or has had
  the opportunity to seek) the advise of Lessor’s own legal counsel to assist
  Lessor in negotiating and reviewing this Agreement. Lessor expressly acknowledges
  that Lessor is not relying on any oral or written statement (not expressly set
  forth in this Agreement) made by Lessee, its employees or agents regarding any
  matters pertaining to this Agreement.

 10.5        Further
  Assurances.

 Upon request by Lessee, and without cost to Lessee, Lessor
  agrees to execute and/or furnish Lessee with such additional formal assurances
  or other written documents, in proper and recordable form, as may be reasonably
  necessary to carry out the intent, purposes and terms of this Agreement.

 10.6        Counterparts.

 This Agreement may be executed in counterparts, all of which
  taken together shall constitute a single and complete contract.

 10.7        Rights
  Not Suspended.

 No dispute between the Parties shall result in a suspension
  of this Agreement or the rights of the Parties hereunder.

 10.8        Governing
  Law.

 This Agreement and any disputes arising hereunder shall be
  governed by and construed in accordance with the laws of the State of Nevada.

 10.9        Joint
  and Several Liability.

 In the event that either Party is now or in the future comprised
  of more than one person or entity, then all the liabilities, obligations, duties,
  covenants, representations and warranties of such Party shall be the joint and
  several undertakings of each of such persons and entities.





 10.10        Set Off.

 Lessee shall have the right to set off and deduct from any
  or all Payments to Lessor hereunder, any and all amounts owed to Lessee by Lessor.





 SIGNATURE PAGE 

  MINING LEASE 

  BY AND BETWEEN

  NEVADA NORTH RESOURCES (U.S.A.), INC. 

  AND

  MIRANDA U.S.A., Inc.

	 NEVADA NORTH RESOURCES (U.S.A.), INC.  	 MIRANDA U.S.A., Inc.  
	 	 
	 By:  ________________________________________________
    	 By:  ________________________________________________
    
	 	 
	 Title:  _______________________________________________
    	 Title:  _______________________________________________
    
	 	 
	 Tax ID No.  ___________________________________________
    	  







 

	
STATE OF 
		
) 
		 

	
	 

		
) 
		
§ 
	
	
COUNTY OF 
		
) 
		 

	



                On
  ____________________________________________, before me, ___________________________________
  personally appeared ____________________________________________________________________________________,
  proved to me on the basis of satisfactory evidence to be the person whose name
  is subscribed to the within instrument and acknowledged that he executed the
  same in his authorized capacity, and that by his signature on the instrument
  the entity on behalf of which he acted, executed the instrument.

  WITNESS my hand and official seal.

	 	 
	                Notary
      Public  	 [Seal]  




	 STATE OF  	 )  	  
	  	 )  	 §  
	 COUNTY OF  	 )  	  


                On
  ____________________________________________, before me, ___________________________________
  personally appeared ____________________________________________________________________________________,
  proved to me on the basis of satisfactory evidence to be the person whose name
  is subscribed to the within instrument and acknowledged that he executed the
  same in his authorized capacity, and that by his signature on the instrument
  the entity on behalf of which he acted, executed the instrument.

  WITNESS my hand and official seal.

	 	 
	                Notary
      Public  	 [Seal]  







      EXHIBIT A

  TO THAT MINING LEASE

  BY AND BETWEEN

  NEVADA NORTH RESOURCES (U.S.A.), INC. 

  AND

  MIRANDA U.S.A. Inc.

                The
  following unpatented lode mining claims:

	 Claim Name  	 BLM-NMC  	 Loc. Date  	 County  	 Book  	 Page  
	  	 	 	 	 	 
	 BPV 1	 838260  	 02-Nov-02  	 Eureka  	 356  	 118  
	 BPV 2	 838261  	 02-Nov-02  	 Eureka  	 356  	 119  
	 BPV 3	 838262  	 02-Nov-02  	 Eureka  	 356  	 120  
	 BPV 4	 838263  	 02-Nov-02  	 Eureka  	 356  	 121  
	 BPV 5	 838264  	 02-Nov-02  	 Eureka  	 356  	 122  
	 BPV 8	 838265  	 01-Nov-02  	 Eureka  	 356  	 123  
	 BPV 9	 838266  	 01-Nov-02  	 Eureka  	 356  	 124  
	 BPV 10	 838267  	 01-Nov-02  	 Eureka  	 356  	 125  
	 BPV 11	 838268  	 01-Nov-02  	 Eureka  	 356  	 126  
	 BPV 12	 838269  	 01-Nov-02  	 Eureka  	 356  	 127  
	 BPV 13	 838270  	 01-Nov-02  	 Eureka  	 356  	 128  
	 BPV 14	 838271  	 31-Oct-02  	 Eureka  	 356  	 129  
	 BPV 15	 838272  	 31-Oct-02  	 Eureka  	 356  	 130  
	 BPV 16	 838273  	 31-Oct-02  	 Eureka  	 356  	 131  
	 BPV 17	 838274  	 31-Oct-02  	 Eureka  	 356  	 132  
	 BPV 18	 838275  	 31-Oct-02  	 Eureka  	 356  	 133  
	 BPV 19	 838276  	 31-Oct-02  	 Eureka  	 356  	 134  
	 BPV 20	 838277  	 31-Oct-02  	 Eureka  	 356  	 135  
	 BPV 21	 838278  	 31-Oct-02  	 Eureka  	 356  	 136  
	 BPV 22	 838279  	 31-Oct-02  	 Eureka  	 356  	 137  
	 BPV 23	 838280  	 31-Oct-02  	 Eureka  	 356  	 138  
	 BPV 24	 838281  	 31-Oct-02  	 Eureka  	 356  	 139  
	 BPV 25	 838282  	 31-Oct-02  	 Eureka  	 356  	 140  
	 BPV 26	 838283  	 31-Oct-02  	 Eureka  	 356  	 141  
	 BPV 27	 838284  	 31-Oct-02  	 Eureka  	 356  	 142  
	 BPV 28	 838285  	 01-Nov-02  	 Eureka  	 356  	 143  
	 BPV 29	 838286  	 01-Nov-02  	 Eureka  	 356  	 144  
	 BPV 30	 838287  	 01-Nov-02  	 Eureka  	 356  	 145  
	 BPV 31	 838288  	 01-Nov-02  	 Eureka  	 356  	 146  
	 BPV 54	 838289  	 09-Dec-02  	 Eureka  	 356  	 147  
	 BPV 56	 838290  	 03-Nov-02  	 Eureka  	 356  	 148  
	 BPV 63	 838291  	 03-Nov-02  	 Eureka  	 356  	 149  







 

	 BPV 64	 838292  	 03-Nov-02  	 Eureka  	 356  	 150  
	 BPV 76	 838293  	 09-Dec-02  	 Eureka  	 356  	 151  
	 BPV 77	 838294  	 03-Nov-02  	 Eureka  	 356  	 152  
	 BPV 78	 838295  	 09-Dec-02  	 Eureka  	 356  	 153  
	 BPV 79	 838296  	 09-Dec-02  	 Eureka  	 356  	 154  
	 BPV 80	 838297  	 01-Nov-02  	 Eureka  	 356  	 155  
	 BPV 81	 838298  	 01-Nov-02  	 Eureka  	 356  	 156  
	 BPV 82	 838299  	 01-Nov-02  	 Eureka  	 356  	 157  
	 BPV 83	 838300  	 01-Nov-02  	 Eureka  	 356  	 158  
	 BPV 6	 847954  	 13-Mar-03  	 Eureka  	 361  	 277  
	 BPV 7	 847955  	 13-Mar-03  	 Eureka  	 361  	 278  








      EXHIBIT B 

  TO THAT MINING LEASE

  BY AND BETWEEN

  NEVADA NORTH RESOURCES (U.S.A.), INC. 

  AND

  MIRANDA U.S.A., Inc.


PRODUCTION ROYALTY

 1        Production
  Royalty.

 The Production Royalty provided for in Section 2.2 of the
  Agreement and payable to Lessor shall be based upon: (a) the value of dor ́e
  produced from ores and minerals mined from the Property, determined at the Property
  or at such other facility producing such dor ́e, sold or deemed sold, determined
  by reference to published prices for refined gold and silver and other Precious
  Metals (as hereinafter defined), and (b) the value of all other Products produced
  from ores and minerals mined from the Property, determined at the Property or
  at such other facility producing such Product, sold or deemed sold, determined
  by reference to published prices for such “Other Products” all as
  hereinafter provided. It is acknowledged that it will be necessary to process,
  treat or upgrade Precious Metals or Other Products at a location or locations
  not on the Property before they are sold or deemed to be sold; and that to determine
  the value of such Precious Metals or Other Products of the Property or other
  facility producing dor ́e or Other Products, all costs incurred or deemed
  to be incurred by Miranda in paying the Production Royalty with respect to the
  transporting, processing, treatment or upgrading of the Precious Metals or Other
  Products after they have been processed shall be deducted from the proceeds
  received or deemed to be received by Miranda as hereinafter set forth.

                 Miranda
  shall pay to Lessor a Production Royalty as set forth in Section 2.2 of the
  Agreement as a percentage of the Net Value (as hereinafter defined) of Precious
  Metals or Other Products mined, removed and sold (or deemed sold as hereinafter
  described) from the Property. For purposes of this Agreement, the term “Precious
  Metals” shall mean gold, silver, platinum and palladium and “Other
  Products” shall mean all other metallic and non-metallic minerals of every
  kind except: (a) Precious Metals and (b) oil, gas, casinghead gas and associated
  liquid and gaseous hydrocarbon substances. The Production Royalty shall run
  with the land described as the Property. The Production Royalty shall specifically
  apply to unpatented lode mining claims that are a part of the Property and to
  any relocation or amendment thereof, to any patent issued covering such land
  and to any other right, title or interest acquired by, for, or on behalf of
  Miranda with respect to such land. The obligation to pay the Production Royalty
  shall accrue upon and not before: (a) the outturn of refined Precious Metals
  meeting the requirements of the specified published price and a credit for which
  is made to Miranda’s account (or to a third-party account for the benefit
  of Miranda) or (b) the sale of unrefined metals, dor ́e, concentrates,
  ores or Other Products, as hereinafter








provided, whichever is sooner.

 2        Net Value Definition.

 As used herein, “Net Value” means the Gross Value
  of Precious Metals or Other Products, less all costs, charges and expenses paid
  or incurred by Miranda after production of dor ́e, or, in the case of Other
  Products, after production of concentrates, whether at the Property or elsewhere
  with respect to the transportation, processing, treatment or upgrading of the
  dor ́e or concentrates such costs, charges and expenses to include, without
  limitation, the following: 

                 
  (a) charges for treatment in the smelting and refining processes (including
  handling, processing, interest and provisional settlement fees, sampling, assaying
  and representation costs, penalties and other processor deductions); 

                 
  (b) actual costs 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 dor ́e
  or concentrates from the Property or other facility producing dor ́e or
  concentrates to the place of additional treatment and to the place of sale;
  

                 
  (c) actual sales and brokerage costs of Precious Metals or Other Products for
  which the Production Royalty is based on proceeds received by the Lessee as
  hereinafter provided in Section 3(d) below, and an allowance for reasonable
  sales and brokerage costs for refined Precious Metals subject to the Production
  Royalty hereinafter provided in Sections 3(a), (b) and (c) below;

                 
  (d) all royalties payable to any governmental agency, and sales, use, severance,
  net proceeds of mine, ad valorem taxes applicable under state, federal or local
  law and any other tax or governmental levy or fee on or measured by mineral
  production from the Property (other than taxes based on income).

 3        Gross
  Value Definition.

 “Gross Value” shall have the following meaning:

                 (a)
  If Miranda causes refined gold which meets or exceeds generally accepted commercial
  standards for the sale of refined gold (it being understood that the specifications
  for refined gold published by the London Metal Exchange presently meet such
  standards) to be produced from ores and minerals mined from the Property and,
  if Section 3(d) shall not be applicable, for purposes of determining the Production
  Royalty, the refined gold shall be deemed to have been sold at the Monthly Average
  Gold Price for the month in which it was refined, and the Gross Value shall
  be determined by multiplying Gold Production during the calendar month by the
  Monthly Average Gold Price. As used in this Agreement, “Gold Production”
  means the quantity of refined gold in troy ounces outturned to Miranda’s
  pool account (or to a third-party account for the benefit of Miranda) by an
  independent third-party refinery from ores and minerals mined from the Property
  on either a provisional or final settlement basis




 each calendar month. As used herein, “Monthly Average
  Gold Price” means the average London Bullion Market Association P.M. Gold
  Fix for a troy ounce of refined gold of a quality that is equal to or less than
  the quality of refined gold produced from the ores and minerals and meeting
  the standards applicable to the refined gold for which the Gross Value is to
  be determined hereunder, calculated by dividing the sum of all such prices reported
  for the month in question by the number of days for which such prices were reported.

                 In
  the event that the London Bullion Market Association P.M. Gold Fix ceases or
  quotes prices for refined gold of a quality that is greater than the quality
  of refined gold for which the Gross Value is being determined hereunder, all
  such references shall be replaced with references to prices of gold of a comparable
  quality for immediate delivery in the most nearly comparable established market
  selected by Miranda as such prices are published in “Metals Week”
  or a similar publication.

                 (b)
  If Miranda causes refined silver which meets or exceeds generally accepted commercial
  standards for the sale of refined silver (it being understood that the specifications
  for refined silver published by Handy & Harman presently meet such standards)
  to be produced from ores and minerals mined from the Property and, if Section
  3(d) shall not be applicable, for purposes of determining the Production Royalty,
  the refined silver shall be deemed to have been sold at the Monthly Average
  Silver Price for the month in which it was refined, and the Gross Value shall
  be determined by multiplying Silver Production during the calendar month by
  the Monthly Average Silver Price. As used herein, “Silver Production”
  means the quantity of refined silver in troy ounces outturned to Miranda’s
  pool account (or to a third-party account for the benefit of Miranda) by an
  independent third-party refinery from ores and minerals mined from the Property
  on either a provisional or final settlement basis each calendar month. As used
  herein, “Monthly Average Silver Price” means the average New York
  Silver Price as published daily by Handy & Harman for a troy ounce of refined
  silver of a quality that is equal to or less than the quality of refined silver
  produced from the ores and minerals meeting the standards applicable to the
  refined silver for which the Gross Value is to be determined hereunder, calculated
  by dividing the sum of all such prices reported for the calendar month in question
  by the number of days for which such prices were reported.

                 In
  the event that the Handy & Harman quotation ceases or quotes prices for
  refined silver of a quality that is greater than the quality of refined silver
  for which the Gross Value is being determined hereunder, all such references
  shall be replaced with references to prices of silver of a comparable quality
  for immediate delivery in the most nearly comparable established market selected
  by Miranda as published in “Metals Week” or a similar publication.

                 (c)
  If Miranda causes refined or processed Precious Metals, other than refined gold
  and refined silver, which meets or exceeds commercial standards for the sale
  of such Precious Metals, or refined or processed Other Products, to be produced
  from ores and minerals mined from the Property, and if Section 3(d) shall not
  be applicable, for purposes of determining the Gross Value of such Precious
  Metals (other than refined gold and refined silver) or refined or processed
  Other Products hereunder the same shall be deemed to have been sold at the Monthly
  Average Price for the same for the month in which it was refined, and the Gross




 Value shall be determined by multiplying Production of the
  same during the calendar month by the Monthly Average Price for the same. As
  used herein, Production means the quantity of such Precious Metals (other than
  refined gold and refined silver) or refined or processed Other Products in standard
  commercial units outturned to Miranda’s pool account (or to a third-party
  account for the benefit of Miranda by an independent third-party refinery from
  ores and minerals mined from the Property on either a provisional or final settlement
  basis each calendar month. As used herein, “Monthly Average Metal Price”
  means the price for each such standard commercial unit of such Precious Metals
  (other than refined gold and refined silver) or refined or processed Other Products
  for immediate delivery in an established market selected by Miranda as such
  price is published in “Metals Week” or a similar publication.

                 (d)
  In the event Miranda sells raw ores of Precious Metals or Other Products or
  concentrates or dor ́e produced from such ores and minerals mined from
  the Property, then the Gross Value shall be calculated as set forth in Section
  3(a), (b) and (c), except that Gold Production, Silver Production or other Production
  shall, in each case, be equal to the amount of gold, silver, other Precious
  Metals and Other Products contained in such raw ores, concentrates or dor ́e
  sold in the specified month multiplied by (i) the recovery rate for such gold,
  silver, other Precious Metals and Other Products contractually determined between
  Miranda and a third party processor or (ii) if there is not a specifically contracted
  recovery rate, then by an assumed recovery rate equal to the average actual
  recovery rate experienced by Miranda from the beneficiation of such ores and
  minerals for such gold, silver, other Precious Metals and Other Products for
  the latest calendar quarter ended prior to such month. In the event that such
  ores and minerals have not been so beneficiated by Miranda during any such calendar
  quarter, the recovery rate shall be the actual recovery rate experienced by
  the purchaser of such ores and minerals determined in good faith by Miranda.

                 (e)
  Where outturn of Precious Metals or Other Products is made by an independent
  third-party refinery on a provisional basis, the Gross Value shall be based
  upon the amount of such provisional settlement, but shall be adjusted in subsequent
  statements to account for the amount of such Precious Metals or Other Products
  established by final settlement by such refinery.

 4        Forward Sales.

 Lessor acknowledges that Miranda shall have the right to market
  and sell or refrain from selling ores and minerals mined from the Property and
  Precious Metals and Other Products produced from ores and minerals mined from
  the Property in any manner it may elect. Accordingly, Gross Value shall be determined
  as provided in Section 3 above irrespective of any actual selling arrangements
  entered into by Miranda, specifically including, but not limited to, forward
  sales, futures trading or commodity options trading, and any other price hedging,
  price protection and speculative arrangements which may involve the possible
  delivery of ores and minerals and Precious Metals or Other Products produced
  from ores and minerals mined from the Property.





 5        Processing
  by Miranda.

 Miranda may, but is not obligated to, beneficiate, mill, sort,
  concentrate, refine, smelt or otherwise process or upgrade the ores and minerals
  mined from the Property, Precious Metals ores and concentrates or Other Products
  ores and concentrates produced from ores and minerals mined from the Property
  prior to sale, transfer or conveyance to any purchaser, user, or consumer. Miranda
  shall not be liable for any mineral values, including, without limitation, any
  ores and minerals, Precious Metals or Other Products, lost in any manner or
  at any time or times except and only to the extent any such losses resulted
  exclusively from the bad faith or gross negligence of Miranda.

 6        Sales
  to Affliated Party.

 Miranda shall be permitted to sell ores and minerals mined
  from the Property in the form of raw ore, dor ́e, or concentrates to an
  Affliate, provided that such sales shall be considered, solely for the purpose
  of computing Net Value, to have been sold at prices and on terms no less favorable
  than those which would be extended to a non-affliated third party under similar
  circumstances. Nothing contained herein shall preclude or restrain Miranda in
  any way or at any time or times from selling or otherwise disposing of ores
  and minerals, Precious Metals or Other Products mined from the Property to any
  third party or any Affliates.

 7        Measurement
  of Products.

 All ores and minerals mined from the Property for which a
  Net Smelter Returns Royalty is payable hereunder shall be weighed or measured
  and sampled in accordance with sound mining and metallurgical practices, after
  which Miranda may mix or commingle such ores and minerals, Precious Metals or
  Other Products mined from the Property with ores or other materials from properties
  other than the Property.

 8        Calculation
  of Net Value.

 Net Value shall be determined on a calendar month basis (except
  the first month, which shall be calculated based upon Gross Value and costs,
  charges and expenses incurred with respect to the month in which the Agreement
  date occurs, pro-rated based upon the number of days remaining in such month
  as of the Agreement date). Production Royalty shall be paid on the tenth business
  day following the last day of the calendar quarter in which the same accrued.
  At the time of payment of Production Royalty, Miranda shall deliver to Lessor
  a statement showing, in reasonable detail, the quantities and grades of the
  refined Precious Metals, dor ́e, concentrates, Other Products or ores and
  minerals produced and sold or deemed to be sold by Miranda in the preceding
  quarter; the Average Monthly Price determined, as herein provided, for refined
  Precious Metals and Other Products on which





 the Production Royalty is due; costs and other deductions;
  and other pertinent information, in reasonable detail, to explain the calculation
  of Production Royalty payment with respect to each month in such quarter. Payment
  to Lessor shall be made in cash or by check, or upon 48 hours prior written
  notice from Lessor, by wire transfer to the account specified by Lessor in such
  notice. In the event a Production Royalty payment is not due for any quarter,
  Miranda shall not be required to provide Lessor with any statement hereunder.

                 Such
  quarterly statement shall also list the quantity and quality of any Precious
  Metals dor ́e in inventory, if any, for more than ninety (90) days. No
  Production Royalty shall be due with respect to ores and minerals, Precious
  Metals or Other Products mined from the Property or stockpiles of the same unless
  and until the same are actually sold or deemed sold as expressly set for the
  above.

 9        Sales.

 All Production Royalty payments shall be considered final
  and in full satisfaction of all obligations of Miranda with respect thereto,
  unless Lessor gives Miranda written notice describing and setting forth a specific
  objection to the calculation thereof within ninety (90) days after receipt by
  Lessor of the quarterly statement herein provided for.

 10       Miranda’s
  Duty to Inform.

 Miranda shall be under no obligation to provide Lessor with
  any ore reserve calculations (including, but not limited to, any information
  that would be required to be included in documents filed with the Securities
  and Exchange Commission or such other regulatory body regarding ore reserve
  calculations), mine plans, forecasts or other information relating to its operations
  other than as expressly set forth in this Agreement.

 11       Assignment
  of Production Royalty.

 Subject to the provisions of this Agreement Lessor may transfer,
  pledge, mortgage, charge or otherwise encumber all or any part of its right,
  title and interest in and to the Production Royalty; provided, however, that
  Miranda shall be under no obligation to make its payments hereunder to any such
  assignee, transferee, pledgee or other third party until Miranda’s receipt
  of written notice concerning the transfer, pledge, mortgage, charge or other
  encumbrance and provided further that in no event shall Miranda be obligated
  to deliver payment or notices pursuant to this Agreement to more than one entity
  or location.





 12       No Duty to Mine.

 Miranda shall have the sole and exclusive right to determine
  the timing and the manner of any Mining or production from the Property and
  all related exploration, development and mining activities. Nothing in this
  Exhibit or the remainder of this Agreement shall require Miranda to explore,
  develop, mine or continue operations on the Property or to process ores and
  minerals from the Property. The mining of ores from any properties not subject
  to the Production Royalty to the exclusion of ores and minerals that are subject
  to the Production Royalty shall not violate any provision of this Exhibit or
  the remainder of this Agreement and there shall not be any express or implied
  covenant, duty or obligation of Miranda to undertake any exploration, development
  or mining.