Filed by sedaredgar.com - Lincoln Gold Corporation - Exhibit 4.05






MINING LEASE WITH OPTION TO REQUIRE PURCHASE


          THIS
MINING LEASE is made this 1st day of August, 2007 ("Effective Date")
by and between LYON GROVE, LLC, a Nevada limited liability company, ("Owner");
and LINCOLN GOLD CORPORATION., a Nevada Corporation ("Lessee"). 

RECITALS 

	 	A. 	
      Owner owns and possesses the Wilson Patented Mining Claim
      Group situate in Section 31, T9N, R 26E in Lyon County, Nevada. The
      property is more particularly described on Exhibit C, attached hereto.
      This property, together with all ores, minerals, surface and mineral
      rights, and the right to explore for, mine, and remove the same, and all
      water rights and improvements, easements, licenses, rights-of-way and
      other interests appurtenant thereto, shall be referred to collectively as
      the "Property".

	 	 	 
	 	B. 	
      The parties now desire to enter into an agreement giving
      Lessee the exclusive exploration privilege and purchase option covering
      the Property.



          THEREFORE,
the parties have agreed as follows: 

SECTION ONE 
Lease Term, Rentals and Royalties


          1.1
Term of Lease. Owner hereby leases the Property to Lessee for an initial term of
fifteen (15) years from the Effective Date with the provision that Lessee shall
have the right to extend the term for up to ten (10) additional, one (1) year
extension terms on the express condition that Lessee is conducting exploration,
development or mining activities on the Property at the expiration of the term
immediately preceding the proposed extension term. If Lessee elects to extend
the term, Lessee shall notify Owner of said election not less than thirty (30)
days before the expiration of the term immediately preceding the proposed
extension term. 

     1.2 Annual Rental Payments.
Lessee shall pay the following annual rental payments to Owner: 

          a.
Lessee shall pay Owner TEN THOUSAND DOLLARS ($10,000.00) upon execution of this
Agreement. 

          b.
Prior to each one year anniversary of the Effective Date, including any
extension terms, Lessee shall pay Owner TWENTY FIVE THOUSAND DOLLARS ($25,000).


          c.
Rental payments shall not be credited against the purchase option price. The
Rental paid for any one calendar year may be credited against Royalty due and
payable during the same calendar year but shall not be credited against Royalty
due and payable in prior or future years. Annual rental for years 16 and
thereafter shall be increased annually for inflation by utilization of the
Consumer Price Index All Urban Wage Earners And Clerical Workers for the City of
San 

1




Francisco, California All Items ("CPI"), as published by the
Bureau of Labor Statistics of the United States Department of Labor, using the
CPI for the month and year of the Effective Date of this lease as the base
period and the most recent available CPI published prior to the relevant
year.

          1.3
Production Royalties. Upon commencing production of minerals from the Property,
Lessee shall pay Owner a royalty (“Royalty”) on production equal to following
percentage of Net Smelter Returns.


	Gold Price 	Rate 
	$450/oz or less 	3.00% 
	$450.01 to $550 	5.00% 
	$550.01 to $700 	6.00% 
	Greater than $700 	7.00% 



Lessee shall also pay Owner a Royalty on production from claims
within the Area of Interest in the amount and pursuant to the terms set forth in
Exhibit D attached. All Royalties shall be calculated pursuant to the provisions
of Exhibit A attached hereto. In no event shall the annual production Royalty
payable hereunder be less than the annual Rental payment set forth in Section
1.2.

          1.4.
Late Charge and Interest. If any Rental, Royalty or other payment payable to the
Owner remains delinquent in excess of ten (10) days, Lessee shall pay to Owner
interest from and after the due date at the annual rate of eighteen percent
(18%). Payment of such interest shall not excuse or cure any default by Lessee.


SECTION TWO 
Exploration Privilege and Lease 

          2.1.
Lease to Explore, Develop and Mine. Owner grants Lessee the right and privilege
to enter on the Property for the purpose of exploration, prospecting,
developing, mining, concentrating, removing and Selling minerals (excluding and
reserving unto Owner oil, gas hydrocarbons and geothermal rights) including
reasonable rights of ingress and egress for personnel, machinery, equipment,
supplies and products and the right to use so much of the surface of the
property as may be reasonably needed for such purposes. 

          2.2
Uses. Lessee is granted the right to use the Property including, but without
being limited to, the right to use existing excavations, open pit mines,
openings, ditches and drains, and to construct, erect, maintain, use and, at its
election, remove buildings, structures, plants, roadways, pumps, pipelines,
electrical power lines and facilities, stockpiles, waste piles, and facilities,
and all other improvements, property and fixtures for mining, removing,
beneficiating, concentrating, extracting, refining and shipping of minerals.
Notwithstanding the above, Lessee shall not, without written permission of the
Owner, utilize the Property for purpose of a leach pad or for the dumping of
overburden from other property. 

          2.3
Water Rights. Subject to the regulations of the State of Nevada concerning the
appropriation and taking of water, Lessee shall have the right to appropriate
and use water, to 

2




drill wells for the water on the Property and to lay and
maintain all necessary water lines as may be required by Lessee in its
operations on the Property. If Lessee acquires or files any applications for
appropriation or any permit, it shall cause each such application and permit to
be taken jointly in the names of Owner and Lessee. Owner will cooperate in
assisting the Lessee to apply for and obtain all permits reasonably necessary to
enable the Lessee to undertake permitted exploration, development and mining
activities on the Property. On termination of this Agreement, except in the
event of Lessee’s purchase of the Property, Lessee shall assign and convey to
Owner all permits and water rights appurtenant to the Property which are
acquired during the term of this Agreement. If Lessee purchases the Property,
Owner shall assign and convey to Lessee all permits and water rights jointly
owned which are appurtenant to the Property. 

          2.4
Conduct of Work. Lessee shall perform its exploration, development and mining
activities on the Property in accordance with good exploration, development or
mining practice, shall comply with the applicable laws and regulations relating
to the performance of its operations on the Property, and shall comply with the
applicable worker's compensation laws of the State of Nevada. 

          2.5
Liability. During the term of the Agreement, Lessee shall defend (with legal
counsel reasonably acceptable to owner), indemnify and hold Owner harmless from
any claims demands, liabilities or liens arising out of the Lessee's activities
on the Property. 

          2.6
Liens. Lessee shall keep the Property free and clear from any and all mechanics'
and laborers' liens arising from labor performed on or material furnished to the
Property at Lessee's request. However, a lien on the Property shall not
constitute a default if Lessee, in good faith, takes legal action to dispute the
validity of the claim, in which event the existence of the lien shall constitute
a default thirty (30) days after the validity of the lien has been adjudicated
adversely to Lessee. Owner may record a notice of non-responsibility. 

          2.7
Installation of Equipment. Lessee may install, maintain, replace, and remove
during the term of this Agreement any and all mining machinery, equipment,
tools, and facilities which it may desire to use in connection with its
activities on the Property. Upon termination of this Agreement for any reason,
Lessee shall have a period of six (6) months following such termination during
which it shall remove all of Lessee's equipment from the Property. 

          2.8
Acquisition of Permits. Lessee shall acquire all federal, state, and county
permits required for it operations. All bond deposit amounts will revert to
Lessee upon satisfactory completion of the reclamation program. 

          2.9
Drill Logs, Assays, and Maps. Copies of all drill logs, exploration information,
assays, maps, metallurgical studies, and other factual information pertaining to
the Property shall be furnished by Lessee to Owner annually and upon the
expiration or termination of this Agreement. 

SECTION THREE 
Inspection by Owner 

          3.1
Inspection of Property. The authorized agents or representatives of the Owner,
shall upon 24 hours advance notice to Lessee, be permitted to enter upon the
Property for the purpose of inspection, but shall enter upon the Property at
their own risk and so as not to hinder unreasonably the operations of the
Lessee. Owner shall indemnify and hold Lessee harmless 

3




from any damage, claim, or demand by reason of injury to Owner
or its agents or representatives on the Property or the approaches thereto,
unless the injury is caused by the negligence of the Lessee. 

          3.2
Inspection of Accounts. Lessee agrees to keep accurate books of account
reflecting the mineral operations on the Property, and Owner shall have the
right at its cost, to examine and inspect the books and records of Lessee
pertaining to the mining, milling, and shipping operations of Lessee. 

SECTION FOUR 
Taxes 

          4.1
Real Property Taxes. Owner shall pay any and all taxes assessed and due against
the Property before execution of this Agreement. Lessee shall pay promptly
before delinquency all taxes and assessments, general, special, ordinary and
extraordinary, that may be levied or assessed upon the property during the term
of this Agreement or on closing the Option, including any taxes and assessments
which may be levied or assessed as a result of Lessee's occupation, possession
or use of the Property, including the reassessment or recapture of real property
taxes resulting from the change or loss of the Property's tax status. All such
taxes for the year in which this Agreement is executed and for the year in which
this Agreement terminates shall be prorated between Owner and Lessee, except
that neither Owner nor Lessee shall be responsible for the payment of any taxes
which are based upon income, net proceeds, production or revenues from the
property assessed solely to the other party. Lessee always shall have the right
to contest, in the courts or otherwise, in its own name or in the name of Owner,
the validity or amount of any such taxes or assessments, if it deems the same
unlawful, unjust, unequal or excessive, or to take such other steps or
proceedings as it may deem necessary to secure a cancellation, reduction,
re-adjustment or equalization of the taxes, provided that Lessee pays the taxes.


          4.2.
Personal Property taxes. Each party shall promptly when due pay all taxes
assessed against such party's personal property, improvements or structures
placed or used on the Property. 

          4.3
Income Taxes. Neither Owner nor Lessee shall be liable for any taxes levied on
or measured by the income of the other. Owner and Lessee shall pay net proceeds
of mines taxes assessed against such party's respective share of production of
minerals from the Property. 

          4.4
Deliver of Tax Notices. If Owner receives tax bills or claims which are Lessee's
responsibility, Owner shall promptly forward them to Lessee for payment. 

SECTION FIVE 
Insurance and Indemnity 

          5.1
Lessee's Liability Insurance. Lessee shall, at Lessee's sole cost, keep in force
during the term of this Agreement policies of (a) worker’s compensation
insurance (including occupational disease coverage) as required by law, (b)
automobile liability insurance. Lessee shall keep in force liability insurance,
including all non-owned, hired, rented, or owned vehicles or equipment, with
bodily injury liability limits of not less than one million dollars ($1,000,000)
for injuries or death of any one person and not less than two million
dollars($2,000,000) for injuries or death of more than one person resulting from
any one occurrence, and (c) commercial 

4




general liability insurance covering property damage and
liability for personal injury occurring on or about the Property, with limits in
the amount of at least Two Million Dollars ($2,000,000.00) per occurrence for
injuries to or death of person and One Million Dollars ($1,000,000.00) per
occurrence for property damage. 

          5.2
Form and Certificates. The policy of insurance required to be carried by Lessee
pursuant to this Section shall be with a recognized, solvent insurance company.
Such policy shall name Owner as an additional insured. Lessee's insurance policy
shall also be primary insurance, without right of contribution from any policy
carried by Owner. A certificate of insurance and a copy of Lessee's insurance
policy shall be provided to Owner before any entry by Lessee or its agents or
employees on the Property and shall provide that such policy is not subject to
cancellation, expiration or change, except upon thirty (30) days prior written
notice to Owner. 

          5.3
Waiver of Subrogation. Lessee and Owner each waives any and all rights of
recovery against the other, and against the partners, members, officers,
employees, agents and representatives of the other, for loss of or damage to the
Property or injury to person to the extent such damage or injury is covered by
proceeds received under any insurance policy carried by Owner or Lessee and in
force at the time of such loss or damage. 

          5.4
Waiver and Indemnification. Owner shall not be liable to Lessee and Lessee
waives all claims against Owner against all claims for any injury or death of
any person or damage to or destruction of any personal property or equipment or
theft of property occurring on or about the Property or arising from or relating
to Lessee’s business conducted on the Property. The obligations of the Lessee
contained in this Section shall survive the expiration of the term or
termination of this Agreement. 

SECTION SIX 
Environmental 

          6.1
  Definitions. Hazardous Materials means any material, waste, chemical, mixture
  or byproduct which: (a) is or is subsequently defined, listed, or designated
  under Applicable Environmental Laws (defined below) as a pollutant, or as a
  contaminant, or as toxic or hazardous; or (b) is harmful to or threatens to
  harm public health, safety, ecology, or the environment and which is or hereafter
  becomes subject to regulation by any federal, state or local government authority
  or agency. Applicable Environmental Laws means any applicable Federal, state,
  or local government law (including common law), statute, rule, regulation, ordinance,
  permit, license, requirement, agreement or approval, or any applicable determination,
  judgment, injunction, directive, prohibition or order of any governmental authority
  with jurisdiction at any level of Federal, state, or local government, relating
  to pollution or protection of the environment, ecology, natural resources, or
  public health or safety. 

          6.2
Lessee Hazardous Materials Activities. Lessee shall limit any use, generation,
storage, treatment, transportation, and handling of Hazardous Materials in
connection with Lessee's use of the Property (collectively "Lessee Hazardous
Materials Activities") to those Hazardous Materials, and to quantities of them,
that are necessary to perform activities permitted under this Agreement. Lessee
Hazardous Materials Activities include, without limitation, all such activities
on or about the Property by Lessee's employees, partners, agents, invitees,
contractors and their subcontractors. Lessee shall not cause or permit any
Hazardous Materials to be disposed or abandoned at the Property. Lessee shall
cause all Lessee Hazardous Materials 

5




Activities to be performed in strict conformance to Applicable
Environmental Laws. Lessee shall promptly notify Owner of any actual or claimed
violation of Applicable Environmental Laws in connection with Lessee Hazardous
Materials Activities, and Lessee shall promptly and thoroughly cure any
violation of Applicable Environmental Laws in connection with Lessee Hazardous
Materials Activities. If any governmental approval, consent, license or permit
is required under Applicable Environmental Laws for Lessee to perform any
portion of its work at the Property, including without limitation any air
emission permits, before commencing any such work, Lessee shall be solely
responsible, at Lessee's expense, for obtaining and maintaining, and providing
copies of, each approval, consent, license, or permit. All Lessee Hazardous
Materials Activities shall be performed by qualified personnel who have received
proper training with respect to Hazardous Materials, including compliance with
applicable OSHA laws and regulation. Lessee shall cause all Hazardous Materials
present at the Property in connection with Lessee Hazardous Materials Activities
to be safely and securely stored. Lessee agrees that neither its use of the
Property nor Lessee Hazardous Materials Activities shall result in contamination
of the environment in violation of Applicable Environmental Laws. If any Lessee
Hazardous Materials Activities result in contamination of the environment in
violation of applicable Environmental Laws, Lessee shall immediately take steps
to correct and remediate the contamination. 

          6.3
Spills of Hazardous Materials. Lessee shall promptly notify Owner and each
governmental regulatory entity with jurisdiction of any spills, releases, or
leaks of Hazardous Materials that occur in connection with Lessee Hazardous
Materials Activities or Lessee's use of the Property, including but not limited
to any resulting contamination of the environment (collectively "Lessee
Contamination"). Lessee further shall promptly notify Owner of any claims of
which Lessee becomes aware regarding any actual or alleged Lessee Contamination.
Lessee shall be solely responsible at its expense for promptly, diligently and
thoroughly investigating, monitoring, reporting on, responding to, and cleaning
up to completion any and all such Lessee Contamination, in full conformance to
Applicable Environmental Laws (collectively the "Lessee Environmental Response
Work"). All Lessee Environmental Response Work shall be reported to each
governmental regulatory entity with jurisdiction on an ongoing basis, and Lessee
shall diligently attempt to obtain written concurrence from such each such
regulatory entity that all Lessee Environmental Response Work has been
satisfactorily performed and completed. Lessee at its expense shall keep Owner
timely informed of Lessee's progress in responding to any Lessee Contamination,
including but not limited to providing Owner with copies, at Lessee' expense, of
all reports, work plans, and communications with governmental regulatory
entities. 

          6.4
Removal of Stored Hazardous Materials. Before the expiration or termination of
this Agreement, and not withstanding any other provision of this Agreement, and
in full conformance to Applicable Environmental Laws, Lessee shall: (a) cause to
be properly removed from the Property all Hazardous Materials stored at the
Property in connection with Lessee's use of the Property or in connection with
Lessee Hazardous Materials Activities; and (b) cause to be properly dismantled,
closed and removed from the Property all devices, drums, equipment and
containments used for handling, storing or treating Hazardous Materials
Activities. 

          6.5
Notice of Violations. Each party shall notify the other party of potential
violations of handling of Hazardous Materials on the Property. 

          6.6.
Environmental Indemnity. Lessee shall promptly reimburse, indemnify, defend
(with legal counsel acceptable to Owner, whose consent shall not unreasonably be
withheld) and 

6




hold harmless Owner, its employees, assign,
successors-in-interest, agents and representatives from any and all claims,
liabilities, obligations, losses, causes of action, demands, governmental
proceedings or directives, fines, penalties, expenses, costs (including but not
limited to reasonable attorney's fees, consultant's fees and other expert's fees
and costs), and damages, which arise from or relate to: (a) Lessee Hazardous
Materials Activities; (b) Lessee Contamination; (c) any non-compliance with
Applicable Environmental Laws in connection with Lessee's use of the Property;
or (d) a breach of any obligation of Lessee under this Section. 

          6.7
Survival. The provisions of this Section are in addition to the other provision
of this Agreement and shall survive any termination or expiration of this
Agreement. 

SECTION SEVEN 
Termination and Default 

          7.1
Termination. Lessee shall have the right to terminate this Agreement at its sole
discretion at any time by giving thirty (30) days' advance written notice to
Owner. Upon termination, Owner shall retain all payments previously made as
liquidated damages and this Agreement shall cease and terminate. Lessee will
provide Owner with all factual data, maps, assays, and reports pertaining to the
Property. Lessee will also deliver a Quitclaim Deed to Owner. 

          7.2
Default. If Lessee fails to perform its obligations under this Agreement, and in
particular if Lessee fails to make any payment due to Owner hereunder, Owner may
declare Lessee in default by giving Lessee written notice of default which
specifies the obligation(s) which Lessee has failed to perform. If Lessee fails
to remedy a default in payment within fifteen days (15) of receiving the notice
of default, and thirty (30) days for any other default, Owner may terminate this
Agreement and Lessee shall peaceably surrender possession of the Property to
Owner. Notice of termination shall be in writing and served in accordance with
this Agreement. 

          7.3
Obligations Following Termination. In the event of voluntary or involuntary
termination, Lessee shall surrender possession of the Property to Owner and all
have no further obligation under this Agreement except for this obligation (1)
to pay its apportioned share of taxes arising prior to the date of termination,
as provided for in Section Four; (2) to make all other payments then owed Owner
that have been accrued but not paid to the date of termination; (3) to remove
all of its equipment; (4) to fulfill its reclamation responsibility; (5) to
satisfy any accrued obligations or liabilities under this Agreement; (6) to
satisfy any other obligation imposed by this Agreement or by law; and to deliver
a Quitclaim Deed to Owner. Lessee will have no further obligation to make any
additional rental payments on the event of termination, other than rental
payments accrued but not paid to the date of termination. 

7




SECTION EIGHT 
Option to Lessee to Purchase
Property 

          8.1
  Owner’s Option to Require Purchase. Owner retains the right to require
  Lessee to purchase all of Owner’s right title and interest in the Property
  (including the surface, water rights and other rights appurtenant to the Property),
  subject to Lessee’s continuing obligation to pay the Royalty reserved by
  Owner. The Purchase Price for the Property shall be $1,000. Owner may require
  Lessee to purchase the Property any time after Lessee has made application with
  government authorities to permit and develop a mine on the Property. 

          8.2
Notice of Election. If Owner elects to require Lessee to purchase the Property,
owner shall deliver written notice to Lessee. On Lessee’s receipt of Owner’s
notice, the parties shall make diligent efforts to close the conveyance of the
Property within sixty (60) days. 

          8.3
Closing Costs. Lessee shall pay the real property transfer taxes, the cost of
escrow, title insurance and all recording costs incurred in closing the
Option.

          8.4
Payment on Closing. On closing of the Option, Lessee shall pay to Owner, in
cash, or be wire transfer to an account designated by Owner, the Purchase Price.


          8.5
Conveyance on Closing. At closing Owner shall execute and deliver to Lessee a
quitclaim deed conveying all of Owner’s right, title and interest in the
Property which deed shall contain a reservation of Owner’s Royalty. The minimum
payment obligations and/or royalties on production will survive the change of
ownership of the Property. The conveyance shall expressly recite that the
Royalty and obligations related to the Royalty shall constitute burdens on the
Property. Owner and Lessee shall execute and deliver such other written
assurances and instruments as are reasonably necessary for the purpose of
closing the purchase of the Property, as applicable. 

          8.6
Effect of Closing. On closing, Lessee shall acquire and own the Property subject
to the Royalty reserved by Owner and subject to Lessee's obligations which are
expressly stated to survive closing the Option. Lessee shall remain obligated to
perform its obligations in respect to the Property which by the terms of this
Agreement expressly survive termination or which arise from or relate to
Lessee’s occupation, possession or use of the Property before closing the
purchase.. 

SECTION NINE 
Notices and Payments 

          9-1
Notices. All notices to Lessee to Owner shall be in writing and shall be sent
certified or registered mail, return receipt requested, to the address below.
Notice of any change in address shall be given in the same manner. 

	TO OWNER: 	Lyon Grove, LLC 
	  	Attention: Harold C. Bond 
	  	785 North Maddux Drive 
	  	Reno, Nevada 89512-1814 
	  	  
	  	Lyon Grove, LLC



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	  	Attention: Ross Whitacre 
	  	P.O. Box 1024 
	  	Yerington, Nevada 89447 
	  	  
	TO LESSEE: 	Lincoln Gold Corp. 
	  	325 Tahoe Drive 
	  	Carson City, Nevada 89703
  


          9.1
Payments. All payments shall be in U.S. currency payable to Owner. 

SECTION TEN 
Representation of Title 

          10-1
Representation. Owner represents, to the best of its knowledge and belief at the
execution of this Agreement, that Owner owns the Property and all mineral rights
within the boundary of said property, free and clear of all liens, charges,
security interests and encumbrances including financial encumbrances and
non-financial encumbrances such as easements, leases, options, licenses and
rights of way. Owner further represents that Owner is not aware of any disputes,
legal actions, or environmental citations affecting the Property. 

          10-2
Examination of Title Documents. Promptly after execution of this Agreement,
Owner shall deliver to Lessee copies of all documents bearing upon Owner's
title, interest, or ownership in the Property. Lessee may then undertake such
further investigation of the title and status of the Property as Lessee shall
deem necessary. If that investigation should reveal defects in the title, Owner
agrees to proceed forthwith to cure said title defects to the satisfaction of
the Lessee; and in the event he should not do so, Lessee may cure such title
defects and deduct the expense incurred from any payment to be further
hereunder. Said deduction shall, in any one year, may not exceed one-half of the
payments due to the Owner. 

SECTION ELEVEN 
Force Majeure 

          11-1
Force Majeure. The respective obligations of either party, except Lessee's
obligations Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 12, 14, 15, and 16 of this
Agreement, shall be suspended during the time and to the extent that such party
is prevented from compliance, in whole or in part, by war or war conditions,
actual or potential, earthquake, fire, flood, strike, labor stoppage, accident,
riot, unavoidable casualty, act or restraint, present or future, or any lawful
authority, statute, act of God, act of public enemy, delays in transportation,
or other cause of the same or other character beyond the reasonable control of
such party. Lessee's failure to obtain regulatory permits for operation on the
property shall not constitute an event of force majeure, unless Lessee can
demonstrate that it has made a diligent, good faith effort to obtain said
permits. 

9




SECTION TWELVE 
Lessee's Practices; Information 

          12.1
Lessee's Practices. Lessee shall conduct all operations on the Property in a
good and workman like manner and in accordance with lawful and accepted mining
practice and all dealings with Owner shall be in the utmost good faith.. 

          12.2
Inspection of Data. From time to time during the term of this Agreement, Owner
shall have the right to examine and make copies of all data regarding the
Property in Lessee's possession during reasonable business hours and upon not
less than ten (10) business days prior notice. The inspection and copying of
data shall be at Owner's cost. 

          12.3
Reports. On January 31 of each year, Lessee shall deliver to Owner a
comprehensive report of all exploration and development operations and work
conducted by Lessee on the Property for the preceding calendar year. On July 31
of each year, Lessee shall deliver to Owner a summary report of all exploration
and development operations and work conducted by Lessee on the Property for the
preceding six (6) months. 

          12.4
Measurements; Analysis. Lessee shall measure minerals and take and analyze
samples in accordance with industry practice, and shall keep accurate records as
a basis for computing the royalty payments. These records shall be available for
inspection and copying by Owner at all reasonable times subject to the provision
of this Agreement regarding accounts, records and payments. 

          12.5.
Production Records. Lessee shall keep accurate records of the sale or shipment
of minerals from the Property, and these records shall be available for
inspection and copying by Owner. All such records shall be kept at Lessee's
address for notices. 

SECTION THIRTEEN 
Work Commitment 

          13.1
Work Commitment. During the Lease Years indicated below Lessee shall expend the
sums described below for the exploration for, development of or mining of
minerals on the Property. Lessee's cumulative work commitment obligation shall
be: 

	Work Commitment Period 	Amount 
	  	  
	           
             First Lease Year 	       
                 $25,000.00 
	               
         Second Lease Year 	           
             $25,000.00 
	           
             Third Lease Year 	       
                 $50,000.00 
	               
         Fourth Lease Year 	           
             $50,000.00 
	           
             Fifth Lease Year and subsequent Lease Year 	       
                 $50,000.00 


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Lessee's qualified expenditures during any work commitment
period in excess of the work commitment obligation for such period shall be
credited in favor of Lessee to Lessee's subsequent work commitment obligations.


          Qualified
expenditures shall include those expenditures described in Exhibit B. Lessee
shall be given credit for work accomplished on property that lies within the
Area of Interest (as defined in Exhibit D, attached hereto) and is situate
within one thousand (1,000) feet of the Property. On Lessee's completion of its
work commitment expenditure obligation, Lessee shall deliver to Owner a summary
statement of Lessee's expenditures. On Owner's request, Lessee shall deliver to
Owner invoices, vouchers and other documentary evidence to substantiate Lessee's
work, commitment expenditures, Lessee's failure to timely complete and perform
its work commitment obligations shall constitute a default under this Agreement
which Lessee may cure by payment to Owner within thirty (30) days after the work
commitment obligation deadline of an amount equal to the difference between the
work commitment obligation amount and the qualified expenditures actually
incurred by Lessee. If Lessee does not properly and timely complete its work
commitment obligation or make payment in lieu thereof, Owner may terminate this
Agreement by delivering notice of termination to Lessee, subject to the notice
of default and curative provisions provided in Section 7 of this Agreement. The
amount of any payment by Lessee to Owner in lieu of Lessee's work commitment
obligation shall be considered a qualified expenditure incurred during the Lease
Year for which it is paid.

SECTION FOURTEEN 
Commingling 

          14.1
Commingling. Lessee shall have the right to commingle minerals from the Property
with minerals from other properties within the Area of Interest. Not less than
sixty (60) days before commencement of commingling of minerals from other
properties, Lessee shall deliver to Owner a detailed written description of
Lessee's commingling plan in order that Owner may confirm that the plan is in
accordance with sound mining practices. Before commingling, the minerals from
the Property shall be measured and sampled by Lessee in accordance with sound
mining practices. Representative samples of minerals and other materials shall
be prepared by and retained by Lessee, and assays of these samples shall be made
before commingling to determine the metal content of each material. Lessee shall
keep detailed records in accordance with sound mining practice which show the
measurements and production of minerals. 

SECTION FIFTEEN 
Surrender 

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          15.1
Surrender. On expiration of the term of or sooner termination of this Agreement,
except on closing of the Lessee’s purchase, Lessee shall surrender the Property
promptly to Owner and shall, if requested by the Owner, remove from the
Property, at Lessee's sole cost, all buildings, structures, and equipment which
Lessee has placed on the Property. After termination of this Agreement, Lessee
shall have the right to enter on the Property to perform its obligations for
compliance with reclamation or restoration required as a result of Lessee's
activities on the Property and to remove the Lessee’s Property, as contemplated
in this Agreement. Lessee shall commence reclamation and restoration of the
Property immediately on expiration of or sooner termination of this Agreement in
accordance with all applicable Government Regulations, Lessee shall diligently
perform reclamation and restoration of the Property such that Lessee's
reclamation and restoration shall be completed at the earliest possible time,
and no later than the date required for completion by any governmental entity.
Lessee shall execute and deliver to Owner an instrument, in form acceptable for
recording, by which Lessee releases all of its right, title and interest in and
under this Agreement. 

SECTION SIXTEEN 
Miscellaneous Provisions 

          16.1
Binding Effect. This Agreement shall inure to the benefit of and be binding upon
the parties hereto, their respective heirs, executors, administrators,
successors, and assigns. 

          16.2
Applicable Law. The terms and provisions of this Agreement shall be interpreted
in accordance with the laws of the State of Nevada and the forum for any suit
between the parties shall be the District Court of Lyon County. 

          16.3
Entire Agreement. The Agreement terminates and replaces all prior agreements,
written, oral or implied, between parties hereto, and constitutes the entire
agreement between the parties. 

          16.4
Void or Invalid Provisions. If any term, provision, covenant or condition of
this Agreement, or any application thereof, should be held by a court of
competent jurisdiction to be invalid, void or unenforceable, all provisions,
covenants and conditions of this Agreement, and all applications thereof not
held invalid, void or unenforceable, shall continue in full force and effect and
shall in no way be affected, impaired, or invalidated thereby. 

          16.5
Delivery of Data. Upon execution of this Agreement Owner shall deliver to Lessee
copies of all maps, deeds, and other documents in owner's possession which
pertain to the claim title and boundaries, prior workings, exploration and
production history of the Property. 

          16.6
Time is of the Essence. Time is of the essence of this Agreement and each and
every part thereof. 

          16.7
Confidentiality. All reports and data provided by Lessee to Owner shall be held
in strictest confidence, and Owner shall not disclose such information without
Lessee's prior written consent. 

          16.8
No Partnership. Nothing in this Agreement shall create a partnership between
Owner and Lessee. 

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

LYON GROVE, LLC 

             
/s/ Harold C. Bond 
_______________________________
By: HAROLD C.
BOND, Member 

             
/s/ Ross Whitacre 
_______________________________
By: ROSS WHITACRE,
Member 


LINCOLN GOLD CORPORATION 

             
/s/ Paul F. Saxton 
By:____________________________
Its: President
& CEO 

	STATE OF NEVADA 	) 
	  	) ss. 
	COUNTY OF WASHOE 	) 


          On this
__01____ day of __August____________, 2007, before me a Notary Public in and for
said County and State, personally appeared HAROLD C. BOND, member of Lyon Grove,
LLC, personally known (or proved) to me to be the person who executed the above
MINING LEASE WITH OPTION TO REQUIRE PURCHASE, and acknowledged to me that he
executed the same for purposes stated therein. 

              
/s/ Matthew F. Wright

_____________________________
                       
Notary Public 


	



	MATTHEW F. WRIGHT
      
NOTARY PUBLIC 
STATE OF NEVADA 
APPT. No.
      06-105846-2 
MY APPT. EXPIRES APRIL 26, 2010 	







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	STATE OF NEVADA 	) 
	  	) ss. 
	COUNTY OF LYON 	) 


          On this
__31____ day of __July___, 2007, before me a Notary Public in and
for said County and State, personally appeared ROSS WHITACRE, member of Lyon
Grove, LLC, personally known (or proved) to me to be the person who executed the
above MINING LEASE WITH OPTION TO REQUIRE PURCHASE, and acknowledged to me that
he executed the same for purposes stated therein. 

              
/s/ Janice Shipley

_____________________________
                       
Notary Public 


	 	JANICE SHIPLEY 	 
	

	Notary Public – State of Nevada
      
Appointment Recorded in Lyon County 
No. 99-3686-12
      Expires April 28, 2011 	





        On this
______ day of _____, 2004, before me a Notary Public in and for
said County and State, personally appeared , of LINCOLN GOLD CORPORATION, who
executed the above MINING LEASE WITH OPTION TO REQUIRE PURCHASE, and
acknowledged to me that he executed the same for purposes stated therein. 


_____________________________
                       
Notary Public 

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