Filed by sedaredgar.com - Journey Resources Corp. - Exhibit 4.9






OPTION AND JOINT VENTURE AGREEMENT 

THIS AGREEMENT is dated effective this    5th   
day of February, 2008. 

AMONG: 


  
    
      GRENVILLE GOLD CORPORATION, a corporation existing
        under the laws of the Province of Ontario and having a head office at
        Suite 207 – 475 Howe Street, Vancouver, B.C. V6C 2B3 

      (hereinafter referred to as “Grenville”) 

    

  



AND: 


  
    
      GRENVILLE SILVERIA LTD., a corporation existing
        under the laws of the Province of British Columbia and having a head office
        at Suite 207 – 475 Howe Street, Vancouver, B.C. V6C 2B3 

      (hereinafter referred to as “Grenville Silveria”)
      

    

  



AND: 


  
    
      MINERA GRENVILLE SAC, a corporation existing under
        the laws of Peru and having an office at 810 Malecon Cisneros, Miraflores,
        Lima, 18, Peru 

      (hereinafter referred to as “Minera Grenville”)
      

    

  



AND: 


  
    
      JOURNEY RESOURCES CORP., a corporation existing
        under the laws of the Province of British Columbia and having an office
        at #1208 – 808 Nelson Street, Vancouver, British Columbia V6Z 2H2

      (hereinafter referred to as “Journey”,
        or the “Operator”) 

    

  



WHEREAS: 

(A)                 
 Minera Grenville is the recorded and beneficial owner of a 100% interest
in and to certain mineral concessions situated in the Huarochiri Province of
Peru, as detailed in the specific description of the mineral concessions in
Schedule “A” hereto (the “Property”); 

(B)                    Minera
Grenville is a 90% owned subsidiary of Grenville; 

(C)                   
Grenville Silveria intends to become the immediate parent corporation of Minera
Grenville and is wholly owned by Grenville; 




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(D)                    Pursuant
to a letter of intent (the “LOI”) dated December 13, 2007, among Grenville,
Grenville Silveria and Journey, Grenville, acting on behalf of itself and Minera
Grenville, granted to Journey an exclusive right and option to acquire up to an
undivided 75% right, title and interest in and to the Property; and 

(E)                    The
parties hereto have agreed to form a joint venture with respect to their
interests in the LOI and the Property on the terms and conditions herein set
forth; 

NOW, THEREFORE, in consideration of the promises and the
mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:

PART 1 

DEFINITIONS 

1.1                   
For the purposes of this Agreement: 

(a)          
“Accounting Procedure” means the accounting procedure prescribed from
time to time by the Management Committee, which will initially be the accounting
procedure forming part of this Agreement and set out in Schedule “C”; 

(b)         
 “Area of Interest” means a part of the lands lying within two (2)
kilometres from the external perimeter of the Property in existence as of the
Effective Date, as described in Schedule “B”; 

(c)          
“Assets” means the Property, other tenements, Facilities, Mineral
Products and Supplies and all other assets acquired or held by the Participants
with respect thereto or pursuant to this Agreement as the same may exist from
time to time; 

(d)         
 “Associated Company” in relation to a person and/or entity means:


(i)           a
corporation which owns directly or through any other means more than 50% of the
outstanding capital stock of an entity, 

(ii)          a
corporation of which that person or entity owns directly or through any other
means more than 50% of the outstanding capital stock, and 

(iii)         a
corporation of which either of the persons or entities referred to in §1.1(d)(i)
and §1.1(d)(ii) owns directly or through any other means more than 50% of the
outstanding capital stock.; 

(e)          
“Commercial Production” means the commercial exploitation of Mineral
Products from the Property or any part of the Property as a mine, after
implementation of a Production Program, but does not include milling for the
purpose of testing or milling by a pilot plant; 




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(f)          
“Cost Share” means the respective shares of Costs and other liabilities
to be borne by each Participant, which will be equal to the respective Interests
of each Participant as determined from time to time; 

(g)          
“Costs” means Expenditures, Program Overruns, Production Program Costs,
Production Program Overruns and Operating Costs, as applicable; 

(h)          
“Effective Date” means the date first written above; 

(i)          
“Expenditures” means, without duplication, all costs, expenses,
obligations and liabilities of whatever kind of nature actually and directly
incurred by either Participant, up to the implementation of a Production
Program, in connection with the exploration and development of the Property,
including without limiting the generality of the foregoing, monies expended in
maintaining the Property in good standing by doing and filing assessment work,
in doing geophysical, geochemical, and geological surveys, drilling, drifting
and other underground work, assaying and metallurgical testing and engineering,
in acquiring Facilities, in paying the fees, wages, salaries, travelling
expenses, and fringe benefits (whether or not required by law) of all persons
engaged in work with respect to and for the benefit of the Property, in paying
for the food, lodging and other reasonable needs of such persons and including
all costs at prevailing charge out rates for any personnel or officers of the
Operator who from time to time are engaged directly or indirectly in work on the
Property and a charge made by the Operator as described in §6.2; 

(j)          
“Facilities” means all mines, plants and facilities including without
limitation, all pits, shafts, haulageways, and other underground workings, and
all buildings, plants, facilities and other structures, fixtures and
improvements and all other property, whether fixed or moveable, as the same may
exist at any time in, or on the Property and relating to the operation of the
Property as a mine or outside the Property if for the exclusive benefit of the
Property only; 

(k)          
“Feasibility Report” means a detailed report, showing the feasibility of
placing any part of the Property into Commercial Production at an acceptable
rate of return on capital, in such form and detail as is customarily required by
institutional lenders of major financing for mining projects, and includes a
reasonable assessment of the mineable ore reserves and their amenability to
metallurgical treatment, a complete description of the work equipment and
supplies required to bring such part of the Property into Commercial Production
and the estimated cost thereof, a description of the mining methods to be
employed and a financial appraisal of the proposed operations supported by
explanations of the information set out in §10.2; 

(l)          
“Interest” means the undivided beneficial percentage interest of a
Participant in the Assets and will be equal to its interest in the Property as
determined pursuant to this Agreement; 

(m)          
“Management Committee” means a committee formed pursuant to Part 11; 




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(n)          
“Mineral Products” means minerals derived for the account of the
individual Participants from operating the Property as a mine to which has been
applied the least number of treatments or processes necessary to render the
minerals into a substance or state for which there is a commercially significant
market, either within or outside North America, of arm’s length sales or
purchases between unrelated parties; 

(o)          
“Operating Costs” means, for any period after the commencement of
Commercial Production, all costs, expenses, obligations, liabilities and charges
of whatsoever kind or nature actually incurred or chargeable, directly by the
Operator in connection with the operation of the Property as a mine during such
period, which costs, expenses, obligations, liabilities and charges include,
without duplication and without limiting the generality of the foregoing, 

(i)          
all costs of or related to the mining and concentrating of ores or other
products and the operation of the Facilities and all costs of or related to
marketing of Mineral Products including transportation, commissions and/or
discounts, 

(ii)          such
amount of cash for working capital as, in the opinion of Operator, is required
for the operation of the Property as a mine, 

(iii)         all
costs of or related to operating employee facilities, including housing, 

(iv)         all
duties, charges, levies, royalties, taxes (excluding taxes levied on the income
of the parties) and other payments imposed by a government or municipality or
department or agency thereof upon or in connection with operating the Property
as a mine, 

(v)          
fees, wages, salaries, traveling expenses and fringe benefits (whether or not
required by law) of all persons directly engaged in respect of and for the
benefit of the Property and all costs involved in paying for the food, lodging
and other reasonable needs of such persons, 

(vi)          a
charge made by Operator in accordance with §6.2 for unallocable overhead costs,


(vii)         all
reasonable costs of consulting, legal, accounting, insurance and other services,


(viii)        all
exploration expenditures incurred after the commencement of Commercial
Production, 

(ix)          all
capital costs of operating the Property as a mine including all costs of
construction, equipment and mine development including maintenance, repairs and
replacements and all capital expenditures relating to an improvement, expansion,
modernization or replacement of the Facilities, 




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(x)          
all costs for pollution control, reclamation costs and any other related costs
incurred or to be incurred by the Operator including deposits for such costs
required by a governmental body or authority, 

(xi)          any
costs or expenses incurred or to be incurred relating to the termination of the
operation of the Property as a mine, 

(xii)         uninsured
losses on the Facilities, and 

(xiii)        all costs of
maintaining in good standing or renewing from time to time the Property and
other tenements or any interest therein, including payment of all government
royalties and taxes of any nature whatsoever in connection therewith, 

less the amount of all insurance
recoveries and settlements received during such period to the extent such
recoveries and settlements were not deducted in a previous period and, except
where specific provision is made otherwise, all Operating Costs will be
determined in accordance with generally accepted accounting principals applied
consistently from year to year, but such costs will not include any amount in
respect of amortization of Costs, depletion or depreciation; 

(p)          
“Operating Plan” means a plan presented by Operator pursuant to Part 13
herein; 

(q)          
“operating the Property as a mine” or “operation of the Property as a
mine” means any or all of the mining, milling, leaching, smelting, and refining
of ores, minerals, metals or concentrates derived from the Property. 

(r)          
“Operator” means the party acting as operator pursuant to this Agreement,
and will be Journey, so long as Journey’s is earning and subsequently retains an
Interest of at least 25%, and otherwise will be such party as is determined by
the Management Committee; 

(s)          
“Optionors” means collectively Minera Grenville and Grenville, until such
time as 100% of the share capital of Minera Grenville owned by Grenville is
transferred to Grenville Silveria, at which time “Optionors” shall then mean
collectively Minera Grenville and Grenville Silveria; 

(t)          
“Participant” means, the Optionors or Journey, as the context requires,
and their respective successors and permitted assigns together with any other
person who may become a Participant pursuant to Part 18 of this Agreement, and
its respective successors and permitted assigns. 

(u)          
“person” means an individual, proprietorship, partnership, unincorporated
organization or any other association, trust body corporate , firm, joint
venture, government or any agency or department thereof, and a natural person in
his or her capacity as trustee, executor, administrator or other legal
representative; 




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(v)          
“Prime Rate” means, for a month, the annual rate of interest declared by
the Royal Bank of Canada as the reference rate of interest for determining
Canadian dollar loans in Canada at noon on the first business day in that month;


(w)          
“Production Program” means a Program contemplating achievement of
Commercial Production pursuant to a Feasibility Report; 

(x)          
“Production Program Costs” means all cash, outlays and expenses,
obligations and liabilities of whatever kind or nature spent or incurred
directly or indirectly by the Participants in connection with a Production
Program in order to equip the Property for Commercial Production, including
working capital required for the initial six (6) month operation of the Property
as a mine or such longer period as may be reasonably justified in the
circumstances, and including the overhead charge made by the Operator under
§6.2; 

(y)          
“Production Program Overruns” means all Production Program Costs which
exceed those estimated under a Production Program; 

(z)          
“Program” means, as the context requires: 

(i)           a
program and budget to carry out work and incur Expenditures on the Property,


(ii)          a
document wherein there is specified in detail an outline of any and all
research, prospecting and exploration and development work proposed to be
carried out during such Program, the estimated Expenditures to be incurred in
carrying out such work and the area of the Property on which such work is to be
undertaken, 

(iii)         the
preparation of a Feasibility Report and the preparation of a Production Program,


(aa)         “Program
Overruns” means Expenditures which exceed those estimated under a Program;


(bb)        
“Property” means the concessions more particularly described in Exhibit
“A” and all other claims, leases and interests in minerals which are hereafter
acquired within the Area of Interest, together with the other tenements surface
rights, mineral rights, personal property and permits associated therewith, and
will include any renewal thereof and any other form of successor or substitute
title thereto or tenure derived from such mineral claims, leases and other
tenements. Subject to §2.2(p) herein, the tailings and rock dumps located on or
near the Property shall not be included and/or form part of the Property under
this Agreement;

(cc)         “SEC”
means the United States Securities and Exchange Commission;




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(dd)        
“Supplies” means tangible personal property of a non-capital nature
(other than Mineral Products or Facilities) acquired or held by the parties with
respect to the Property; and

(ee)        
“Underlying Agreement” means the LOI, as defined in the Recitals hereto.


The following are Schedules to this
Agreement: 

	 	Schedule “A” 	Description of Property; 
	 	 	 
	 	Schedule “B” 	Area of Interest; and 
	 	 	 
	 	Schedule “C” 	Accounting Procedure. 


Interpretation 

1.2                    
For the purposes of this Agreement, except as otherwise expressly provided
herein: 

(a)          
“this Agreement” means this Option and Joint Venture Agreement, including the
Schedules hereto, as it may from time to time be supplemented or amended; 

(b)          
the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Part, clause,
subclause or other subdivision or Schedule; 

(c)          
the singular of any term includes the plural and vice versa and the use of any
term is equally applicable to any gender and where applicable to a body
corporate; 

(d)          
the word “including” is not limiting (whether or not non-limiting language such
as “without limitation” or “but not limited to” or other words of similar import
are used with reference thereto); 

(e)          
all accounting terms not otherwise defined in this Agreement have the meanings
assigned to them in accordance with generally accepted accounting principles
applicable in Canada, applied on a consistent basis with prior years; 

(f)           a
reference to a Part is to a Part of this Agreement, and the symbol § followed by
a number or some combination of numbers and letters refers to the section,
paragraph, subparagraph, clause or subclause of this Agreement so designated;


(g)          
the headings to the Parts and clauses of this Agreement are inserted for
convenience only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof; 

(h)          
any reference to a corporate entity includes and is also a reference to any
corporate entity that is a successor to such entity; and 




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(i)          
the representations, warranties, covenants and agreements contained in this
Agreement will continue in full force and effect for the applicable periods set
out in this Agreement. 

PART 2 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

2.1                    
Journey hereby represents, warrants and covenants to Grenville, Grenville
Silveria and Minera Grenville as follows: 

(a)          
Journey is a company duly incorporated, organized and validly existing under the
laws of the Province of British Columbia; 

(b)           it
has full power and authority to carry on its business and to enter into this
Agreement and any agreement or instrument referred to or contemplated by this
Agreement; 

(c)          
neither the execution and delivery of this Agreement nor any of the agreements
referred to herein or contemplated hereby, nor the consummation of the
transactions hereby contemplated conflict with, result in the breach of or
accelerate the performance required by, any agreement to which it is a party;


(d)          
the execution and delivery of this Agreement and the agreements contemplated
hereby have been duly authorized by all necessary corporate action on its part
and will not violate or result in the breach of the laws of any jurisdiction
applicable or pertaining thereto or of its constating documents;

(e)           on
a regular basis and as activities of Operator dictate, Operator will provide
detailed drilling reports to the Vendors, the form of which will comply with “NI
43-101 requirements” governing international drilling reports. 

2.2                    
Each of Grenville, Grenville Silveria and Minera Grenville, as the case may be,
hereby represents, warrants and covenants to Journey as follows: 

(a)          
Grenville is a company duly incorporated, organized and validly existing under
the laws of the Province of Ontario; 

(b)          
Grenville Silveria is a company duly incorporated, organized and validly
existing under the laws of the Province of British Columbia; 

(c)          
Minera Grenville is a company duly incorporated, organized and validly existing
under the laws of Peru; 

(d)          
each of Grenville, Grenville Silveria and Minera Grenville has full power and
authority to carry on its business and to enter into this Agreement and any
agreement or instrument referred to or contemplated by this Agreement; 




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(e)          
neither the execution and delivery of this Agreement nor any of the agreements
referred to herein or contemplated hereby, nor the consummation of the
transactions hereby contemplated conflict with, result in the breach of or
accelerate the performance required by, any agreement to which either Grenville,
Grenville Silveria or Minera Grenville is a party; 

(f)          
the execution and delivery of this Agreement and the agreements contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Grenville, Grenville Silveria and Minera Grenville and will not violate or
result in the breach of the laws of any jurisdiction applicable or pertaining
thereto or of either of their constating documents; 

(g)          
there is no consent, approval or condition precedent to the performance of
Grenville, Grenville Silveria or Minera Grenville under this Agreement that has
not been obtained, as of the Effective Date, other than acceptance of the
Underlying Agreement by the TSX Venture Exchange; 

(h)          
Grenville Silveria is a 100% wholly owned subsidiary of Grenville;

(i)          
Minera Grenville is a 90% owned subsidiary of Grenville; 

(j)          
Minera Grenville is the registered and beneficial owner of 100% of the Property
free and clear of all liens, claims and encumbrances; 

(k)          
Grenville is currently in the process of attempting to acquire the remaining 10%
of Minera Grenville; 

(l)          
Grenville shall use best efforts to acquire the remaining 10% of Minera
Grenville on or before December 31, 2008; 

(m)          
Upon completion of the acquisition described in §(k)and §(l) above, Grenville
will transfer 100% of the share capital it holds of Minera Grenville to its
wholly owned subsidiary, Grenville Silveria ; 

(n)          
The Property has been accurately described in Schedule “A”, the concessions
comprising the Property have been validly staked, located and recorded in the
name of Minera Grenville and are in good standing pursuant to all applicable
laws, and all taxes, rents, charges and assessments with respect thereto have
been paid or satisfied in full as of the Effective Date; 

(o)          
The Optionors shall continue to monitor the tailings on or near the Property and
assess the environmental impact potential and negotiate with the government on
the responsibility of any organization operating in the area to clean-up such
tailings. 

(p)          
The Optionors shall conduct detailed mapping of the tailings and rock dumps in
order to determine which rock dumps shall form part of the Property hereunder
and be included under the joint venture; 




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(q)          
other than the Underlying Agreement, there are no outstanding agreements or
options to acquire or purchase any of the mineral rights comprising the
Property, no person has any royalty or other interest whatsoever in any
production therefrom, and to the knowledge of the Optionors, there is no adverse
claim or challenge against or to the ownership of or title to the Property nor
any basis therefor; 

(r)           no
environmental audit, assessment, study or test has been conducted in relation to
the Property by or on behalf of the Optionors nor are the Optionors aware of any
of the same having been conducted by or on behalf of any other person (including
any governmental authority) and, to their knowledge after due inquiry, there is
no outstanding directive or order or similar notice issued by any regulatory
agency or authority, including any agency or authority responsible for
environmental matters, affecting the Property. There is not any reason to
believe that such an order, directive or similar notice is pending and all work
conducted on the Property to the date hereof has been conducted in full
compliance with all laws; 

(s)          
none of the Optionors has received any notice nor do they have any knowledge of
any proposal to terminate or vary the terms of or rights attaching to any of the
mineral rights comprising the Property from any governmental, regulatory agency
or authority; 

(t)          
there is no adverse claim or challenge against the right of Journey to earn up
to a 75% Interest in the Property, nor to the knowledge of the Optionors after
due inquiry, is there any basis therefor; 

(u)           to
the knowledge of the Optionors after due inquiry, there are no obligations or
commitments for reclamation, closure or other environmental corrective, clean-up
or remediation action directly or indirectly relating to the Property, to their
knowledge none of the Optionors has directly or indirectly caused, permitted or
allowed any contaminants, pollutants, wastes or toxic substances (collectively
in this subsection, “Hazardous Substances”) to be released, discharged, placed,
escaped, leached or disposed of on, into, under or through the Property
(including watercourses, improvements thereon and contents thereof) or nearby
land and, to their knowledge, no Hazardous Substances or underground storage
tanks are contained, harboured or otherwise present in or upon the Property
(including watercourses, improvements thereon and contents thereof) or nearby
land; 

(v)           to
the knowledge of the Optionors, there are no actions, suits, investigations or
proceedings before any court, arbitrator, administrative or regulatory agency or
authority or other tribunal or governmental authority, whether current, pending
or threatened, which directly or indirectly relate to or affect the Property
(including the ownership or existing or past uses thereof) or compliance with
laws nor is any Optionor aware of any facts which would lead it to suspect that
the same might be initiated or threatened; 

(w)          
the Optionors have fully complied with all laws, rules, assessment work and
filing requirements with respect to the Property, including without limitation,
applicable environmental laws, and has received no notice of any breach,
violation or default with respect to the Property; 




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(x)          
the Optionors have made available to Journey all material information in their
respective possession or control relating to the Property and will continue to
make available to Journey all information in their possession or control
relating to the Property; and 

(y)          
the Optionors possess all such permits, authorizations and approvals and rights
that are necessary to engage in the transactions contemplated by this Agreement.
Journey has no reasonable basis to conclude that the Optionors will not be able
to obtain any license, permit, authorization, approval, and right that may be
required to perform their respective obligations herein. 

The representations and warranties set forth in §2.1 and §2.2
are conditions on which the parties have relied on in entering this Agreement
and each of the parties will indemnify and save the other harmless from all
loss, damage, costs, actions and suits arising out of or in connection with any
material breach of any representation, warranty, covenant, agreement or
condition made by them and contained in this Agreement, except as otherwise set
forth herein 

PART 3 

CONDITIONS 

3.1                    
In order to earn up to a to a 75% interest in and to the Property, Journey must
satisfy the following conditions: 

(a)          
Journey shall fund an amount of CDN$1,300,000 toward Expenditures on the
Property on or before March 15, 2008, of which Journey has already commenced
funding as at the Effective Date; 

(b)           On
or before June 15, 2008, Journey shall fund a further amount of CDN$1,500,000
toward Expenditures on the Property. Upon completion of such Expenditures,
Journey will have earned a 25% interest in and to the Property; 

(c)           On
or before November 30, 2008, Journey shall fund a further CDN$3,000,000 in
Expenditures on the Property, upon completion of which, Journey will have earned
a 50% interest in and to the Property; and 

(d)          
Journey shall maintain an option to earn an additional 25% interest in and to
the Property by funding a further CDN$6,000,000 in Expenditures on the Property
on or before January 31, 2011. In the event that Journey completes such further
Expenditures, Journey will have earned a 75% interest in and to the Property,
unless the Optionors elect to contribute an equal amount of Expenditures
pursuant to §3.2 herein.

3.2                    
In the event that Journey elects to fund an additional CDN$6,000,000 in
Expenditures on the Property pursuant to §3.1(d) above, Journey shall notify the
Optionors in writing of its intention to fund such additional Expenditures on or
before October 31, 2010, at which time the Optionors shall have a one-time
option to elect to fund an equivalent amount of such Expenditures by providing
written notice to Journey of is intent to do so within thirty (30) 




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days of receiving Journey’s notice hereunder. If
Optionors elect to contribute an additional amount of CDN$6,000,000 in
Expenditures, Optionors will have thirty (30) days from the date of such
election to fund these additional Expenditures. Should the Optionors elect to
contribute an additional amount of CDN$6,000,000 in Expenditures pursuant to
this §3.2, the Participants shall each retain an undivided respective Interest
of 50% in the Property and the joint venture. 

3.3                    
The above Expenditures set forth in §3.1(a), §3.1(b), §3.1(c) and §3.1(d) above
shall be deposited into a joint venture account within the required time limits
for the purpose of funding work on the Property pursuant to the terms hereunder.


3.4                    
If the conditions set forth in §3.1(a) or §3.1(b) are not satisfied by Journey,
upon written notice given by the Optionors, the Optionors may at their sole
discretion immediately terminate this Agreement and Journey will immediately
forfeit its right hereunder to earn up to a 75% interest in and to the
Property.

3.5                    
If the conditions set forth in §3.1(c) are not satisfied, and Journey remains in
default of such conditions for thirty (30) consecutive days upon written notice
to Journey given by the Optionors, Journey will forfeit its right to earn an
additional 50% Interest under §3.1(d) and will only have an option to earn and
retain a maximum 25% Interest in and to the Property and the joint venture. 

3.6                    
Subject to §3.2, if the conditions set forth in §3.1(a), §3.1(b), §3.1(c) and
§3.1(d) are satisfied, Journey will be deemed to have earned a 75% Interest in
and to the Property. For the purposes of clarity, if the Optionors elect not to
exercise its one-time option under §3.2, and Journey satisfies all Expenditure
requirements under §3.1, Journey will be the holder of an undivided 75% Interest
in and to the Property. 

PART 4 

ASSOCIATION AND PARTICIPANTS 

4.1                    
The Optionors and Operator hereby agree to associate as joint venturers under
this Agreement for the following limited functions and purposes: 

(a)           to
acquire additional interests in mineral properties within the Area of Interest
and to carry out work on the Property in accordance with the terms of this
Agreement; 

(b)           to
further explore and if deemed warranted as herein provided, to develop the
Property and equip it for Commercial Production; 

(c)           to
operate the Property as a mine; and 

(d)           to
engage in such other activity as may be considered by the Participants to be
necessary or desirable in connection with the foregoing. 

4.2                    
All transactions, contracts, employments, purchases, operations, negotiations
with third parties and any other matter or act undertaken on behalf of the
Participants in connection 




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with the Assets will be done, transacted, undertaken or
performed in the name of the Operator only, and no party will do, transact,
perform or undertake anything in the name of the other parties or in the joint
names of the Participants. 

4.3                    
The rights and obligations of the Operator and Vendors will be, in each case,
several, and will not be or be construed to be either joint or joint and
several. 

4.4                    
Nothing contained in this Agreement will, except to the extent specifically
authorized hereunder, be deemed to constitute a Participant as a partner, an
agent or legal representative of any other party. 

4.5                    
It is intended that this Agreement will not create the relationship of a
partnership between Operator and the Optionors and that no act done by Operator
or the Optionors pursuant to the provisions hereof will operate to create such a
relationship. 

4.6                    
Each Participant will be liable for its Cost Share of Costs and any other debts
liabilities or obligations associated with the exploration, development or
operation of the Property as a mine at such time as the liability is incurred by
the Operator. 

4.7                    
Except as otherwise set forth herein, each Participant, in proportion to its
Interest, will indemnify and hold harmless the other Participants from any claim
of or liability to any third person asserted upon the ground that an action
taken under this Agreement has resulted in or will result in loss or damage to
such third person, to the extent, but only to the extent that such claim or
liability is paid by such other Participants in an amount in excess of such
other Participants’ Interests. 

4.8                    
Each Participant will devote such time as may be required to fulfill any
obligation assumed by it hereunder but, except for the parties’ respective
obligations hereunder in relation to the Property and the Area of Interest: 

(a)          
each Participant will be at liberty to engage in any other business or activity
outside the joint venture constituted hereby, including the ownership and
operation of any other mining permits, licenses, claims and leases; 

(b)          
each Participant will not be under any fiduciary or other obligation to the
other Participants which will prevent or impede such Participant from
participating in, or enjoying the benefits of, competing endeavours of a nature
similar to the business or activity undertaken by the Participants hereunder;
and 

(c)          
the legal doctrines of “corporate opportunity” or “business opportunity”
sometimes applied to persons occupying a relationship similar to that of the
Participants will not apply with respect to participation by either Participant
in any business activity or endeavour outside the joint venture constituted
hereby, and, without implied limitation, a Participant will not be accountable
to the other for participation in any such business activity or endeavour
outside the joint venture constituted hereby which is in direct competition with
the business or activity undertaken by the joint venture. 




- 14 - 

PART 5 

INTEREST OF PARTICIPANTS 

5.1                    
Subject to Journey satisfying the Expenditure requirements pursuant to §3.1(a),
§3.1(b), §3.1(c) and/or §3.1(d) herein, Journey will have earned a 25%, 50% or
75% undivided Interest respectively in and to the Property. The Optionors shall
not be obligated to contribute any share of Expenditures on the Property in
relation to their Interest until Journey has completed the Expenditure
requirements pursuant to §3.1(a), §3.1(b) and §3.1(c) . 

5.2                    
Upon Journey completing the Expenditure requirements set forth in §3.1(a),
§3.1(b) and §3.1(c), each of the Participants will be deemed to have the
following respective Interests and shall contribute to all Expenditures under
the joint venture in proportion to its percentage of undivided Interest as
follows: 


	Participant 	Interest 	Deemed Expenditures 
	Optionors 	50% 	$___[PV x
      50%] 
	Operator 	50% 	$___[PV x 50%]
  



5.3                    
The joint venture will be run on a 50%/50% basis, in accordance with the terms
hereunder, with the Participants contributing to all Costs in operating the
joint venture in proportion to its percentage of undivided Interest. The
aggregate amount of Expenditures as at the date of completion of the Expenditure
requirements under §3.1(a), §3.1(b) and §3.1(c) by Journey is deemed to be the
current value of the project (the “PV”). The PV will be updated each time an
additional Expenditure is made. 

5.4                    
Subject to §3.2 herein, if Journey fulfills the additional Expenditure
requirements pursuant to §3.1(d), each of the respective Participants will be
deemed to have the following respective Interests and shall contribute to all
Expenditures under the joint venture in proportion to its percentage of
undivided Interest as follows: 


	Participant 	Interest 	Deemed Expenditures 
	Optionors 	25% 	$___[PV x 75%] 
	Operator 	75% 	$___[PV x 25%] 



5.5                    
The joint venture will then be run on a 75%/25% basis, in accordance with the
terms hereunder, with the Participants contributing to all Costs in operating
the joint venture in proportion to its percentage of undivided Interest.

5.6                    
Except as set forth in §5.2 and §5.4 above, the percentage level of the
respective Interests of Journey and the Optionors will not change, so long as
each Participant contributes its respective Cost Share of Costs. 

5.7                    
If a Participant elects not to contribute, or fails to contribute its respective
Cost Share, then the other Participants have the right to contribute to the
non-contributing Participant’s Cost Share resulting in a diluted Interest of the
non-contributing Participant, and the percentage level of the Participants’
Interest will be adjusted pursuant to the following formula:




- 15 - 

(a)          
the amount of such Participant’s contributions or deemed contributions to Costs,
divided by 

(b)          
the amount of all contributions or deemed contributions to Costs by all
Participants. 

5.8                    
If, as a result of adjustment pursuant to §5.7, a Participant’s Interest is
reduced to 10% or less, the Interest of such Participant will be automatically
converted to a 5% net profit interest. 

5.9                    
Any other concessions, claims, leases and interests in minerals which are
hereafter acquired within the Area of Interest, together with the other
tenements, surface rights, mineral rights, personal property and permits
associated therewith, including any renewal thereof and any other form of
successor or substitute title thereto or tenure derived from such concessions,
claims, leases, interests in minerals and other tenements, shall be acquired by
Operator and the Optionors in proportion to its percentage of undivided Interest
in the Property at the time of such acquisition, unless one of the parties
elects in writing not to participate in such acquisition. 

PART 6 

OPERATOR 

6.1                    
Journey will act as the Operator under this Agreement, so long as it is earning
and retains an Interest of 25% or more, or as otherwise set forth in this Part
6. 

6.2                    
An Operator fee (the “Operator Fee”) will be paid based on a percentage of
Expenditures, as follows: 

	 	(a) 	to Operator during the Option Period: 	10%; 
	 	  	  	 
	 	(b) 	to Operator commencing on Effective Date: 	5% of all qualified 
	 	Expenditures incurred; and 
	 	  	  	 
	 	(c) 	to Operator after full Feasibility Report accepted:
    	5% of all qualified 
	 	Expenditures during construction, development
      and operations of the mine.


6.3                    
The Operator Fee will include, but not be limited to all Operator’s office
overhead costs and all general and administrative expenses including telephone,
faxes, and direct management salaries and wages. 

6.4                    
The Operator Fee will be payable monthly in arrears for the Expenditures
incurred in that month, which charge will be an amount sufficient to reimburse
Operator fully for its services as Operator, but not sufficient to enable
Operator to profit thereby and such fees will be 




- 16 - 

reviewed and if proven to be excessive or insufficient will be
adjusted by the Management Committee on the basis that Operator should neither
profit nor lose by acting as such. 

6.5                    
The initial Accounting Procedure, subject to change from time to time by the
Management Committee, is attached as Schedule “C”. 

6.6                    
Operator may resign at any time by giving thirty (30) days’ prior written notice
to the Optionors and within such 30-day period, the Management Committee will
appoint another Participant who covenants to act as the Operator upon such terms
as the parties will agree. 

6.7                    
If following its appointment as Operator, Operator fails to perform in a manner
consistent with its powers and duties under this Agreement, any Participant may
give to Operator written notice setting forth particulars of Operator’s default.


6.8                    
Operator will within thirty (30) days after receipt of such notice described in
§6.7 either dispute the occurrence of such default or commence to remedy the
default within the time limit aforesaid (and thereafter, in the latter case,
will proceed continuously and diligently to complete all required remedial
action). 

6.9                    
Operator may take action to remedy an alleged default under §6.7 without
prejudice to its right to dispute the occurrence of the default and to claim
recovery of expenses incurred in remedial work not occasioned by its default.


6.10                   If
Operator disputes any alleged default under §6.7 or if the Participant alleging
a default provides to Operator a further written notice that Operator has failed
to proceed continuously and diligently to complete all required remedial action
to remedy a default previously alleged by such Participant, then the matter will
be referred to arbitration under §20.7. 

6.11                   Operator
will be deemed to have offered its resignation upon the occurrence of any of the
following events: 

(a)           if
an attachment in respect to any material liability of Operator is made on the
Property which is not related to the business of the joint venture; 

(b)           If
Operator: 

(i)          
admits in writing its inability to pay its debts as they become due other than
indebtedness (“non-recourse financing”) for money borrowed or guaranteed where
the recourse of the holder thereof is restricted to realization upon specific
assets none of which consist of any Interest, and whether failure to pay the
indebtedness does not result in the creation of an unsecured obligation of
Operator, 

(ii)          makes
an assignment for the benefit of creditors, 

(iii)         consents
to the appointment of a receiver (other than a receiver appointed under
non-recourse financing) for all or a substantial part of its assets, 




- 17 - 

(iv)          files
a petition in bankruptcy or for a reorganization or an arrangement under
applicable bankruptcy, insolvency or creditors’ relief laws, or otherwise seeks
the relief therein provided, or 

(v)           is
adjusted bankrupt or insolvent; 

(c)           if
a court order is pronounced in respect to Operator appointing a receiver or
trustee for all or a substantial part of its property (other than property
securing non-recourse financing), or approving a petition in bankruptcy or for a
reorganization under applicable bankruptcy, insolvency or creditor’s relief laws
or for any judicial modification or alteration of the rights of creditors; or


(d)          
the Interest of the Operator is reduced to less than 25% for thirty (30)
consecutive days. 

6.12                   Upon
ceasing to be Operator, the former Operator will forthwith deliver to its
successor all Assets, books, records and other property both real and personal
relating to this Agreement or its role as Operator under this Agreement. 

6.13                  
The former Operator will use its best efforts to transfer to its successor, as
of the effective date of the former Operator’s resignation or removal, its
rights and obligations, if any, as Operator under all contracts relating to the
Assets, and pending such transfer and in relations to all other contracts
relating to the Assets, the former Operator will hold its right and interest as
Operator from the date of resignation or removal for the account and to the
order of the new Operator. 

6.14                   All
reasonable costs of termination of employment of employees of the Operator
arising from any removal, but not resignation, of the Operator will be deemed to
be Expenditures and the former Operator will be reimbursed therefor by the
Participants promptly after submission of invoices to the successor Operator.


6.15                   The
successor Operator will be under no obligation to provide alternative employment
to any employee engaged or primarily engaged by the former Operator. 

6.16                   As
soon as practicable after the effective date of resignation or removal of
Operator, the Management Committee will have the accounts of Operator relating
to the Assets audited by an independent auditor (who may be the auditor of a
Participant), and will conduct an inventory of all Assets and such inventory
will be used in the return of and the accounting for the Assets by the Operator
who has resigned or has been removed. 

6.17                   All
costs and expenses incurred in connection with such audit and inventory will be
deemed to be Expenditures. 

6.18                   Operator
will not act or hold itself out as agent for any of the parties nor make any
commitments on their individual behalf unless specifically permitted by this
Agreement or directed in writing by a party. 




- 18 - 

PART 7 

POWER AND AUTHORITY OF OPERATOR 

7.1                    
Subject to the control and direction of the Management Committee, Operator will
have full right, power and authority to do everything necessary or desirable in
accordance with good mining practice in connection with the exploration and
development of the Property and to determine the manner of operation of the
Property as a mine, including and without limiting the generality of the
foregoing, the right, power and authority to: 

(a)          
prepare and present to the Management Committee Programs, Production Programs,
Operating Plans and any Feasibility Report in respect of the Property, as
applicable; 

(b)          
implement any Program in accordance with Part 9 and any Production Program in
accordance with a Feasibility Report approved by the Participants in accordance
with Part 10; 

(c)          
regulate access to the Property subject only to the right of the Participants to
have access to the Property at all reasonable times for the purpose of
inspecting work being done thereon but at their own risk and expense; 

(d)          
employ and engage such employees, agents, and independent contractors as it may
consider necessary or advisable to carry out its duties and obligations
hereunder and in this connection to delegate any of its powers and rights to
perform its duties and obligations hereunder, but Operator will not enter into
contractual relationships with an Associated Company except on terms which are
commercially competitive; 

PART 8 

DUTIES AND OBLIGATIONS OF OPERATOR 

8.1                    
Operator will have such duties and obligations as the Management Committee may
from time to time determine including, without limiting the generality of the
foregoing, the following duties and obligations: 

(a)           to
propose to the Participants and, if approved, to implement Programs, Operating
Plans and the Production Program; 

(b)           to
manage, direct and control all exploration, development and producing operations
in and under the Property, in a prudent and workmanlike manner, and in
compliance with all applicable Federal, Provincial and local laws, rules, order
and regulations; 

(c)           to
prepare and deliver to the Participants during periods of active field work
monthly progress reports of the work in progress, which include statements of
Costs and comparisons of such Costs to the approved Programs or Production
Program and 




- 19 - 

comprehensive annual reports, on or
before February 28 of each year covering the activities hereunder and results
obtained during the calendar year ending on December 31 immediately preceding
and timely current reports and information on any material results obtained
together with such other reports as either Participant may reasonably request;


(d)          
subject to the terms and conditions of this Agreement, to keep the Property in
good standing free of liens, charges and encumbrances of every character arising
from operations (except liens for taxes not yet due, other inchoate liens and
liens contested in good faith by Operator, and to proceed with all diligence to
contest or discharge any lien that is filed; 

(e)           to
account to the Participants for all contributions to Costs and to use all
reasonable efforts to limit or curtail Program Overruns or Production Program
Overruns; 

(f)           to
maintain true and correct books, accounts and records of operations hereunder;


(g)           to
permit the Participants, at their own expense, to inspect, have access to, take
abstracts from or audit all maps, drill logs, core tests, reports, surveys,
essays, analyses, production reports, operations, technical, accounting and
financial records, including any or all of the records and accounts referred to
in §8.1(f), during normal business hours; 

(h)           to
obtain and maintain, or cause any contractor engaged hereunder to obtain and
maintain, during any period in which active work is carried out hereunder,
adequate insurance coverage with a reasonable bodily injury, death and property
damage limit per occurrence; 

(i)           to
permit the Participants or their representatives so appointed, at their own
expense and risk, access to the Property and all data derived from carrying out
work thereon; 

(j)           to
arrange for and maintain workers’ compensation or equivalent coverage for all
eligible employees engaged by Operator in accordance with applicable statutory
requirements; 

(k)           to
perform its duties and obligations in a manner consistent with good exploration
and mining practices; and 

(l)           to
transact, undertake and perform all transactions, contracts, employments,
purchases, operations and negotiations on behalf of the parties in the
Operator’s name. 

PART 9 

PROGRAMS 

9.1                    
Following one hundred and twenty (120) days after the Effective Date,
Expenditures will only be funded under and pursuant to Programs prepared by
Operator and delivered to the Management Committee as provided in this Part 9.





- 20 - 

9.2                    
If no Program has been approved or completed in a calendar year, Operator will
prepare and submit to the Management Committee a Program proposed by Operator.


9.3                    
Once Journey has satisfied the Expenditure requirements of §3.1(a), §3.1(b) and
§3.1(c), thereby earning a 50% Interest in the Property, and Vendors are
obligated to begin contributing to all Expenditures under the joint venture in
proportion to their Interest, within thirty (30) days after the approval of a
Program by the Management Committee, each Participant will give written notice
to the Operator stating whether or not it elects to contribute its Cost Share of
such Program. 

9.4                    
Failure to give notice pursuant to §9.3 within such thirty (30) day period will
be deemed to be an election by a Participant not to contribute its Cost Share of
such Program. 

9.5                    
If a Participant elects or is deemed to have elected not to contribute its Cost
Share of a Program approved by the Management Committee, the other Participant
(the “Contributing Participant”) may give notice in writing to Operator that
such Contributing Participant will contribute the Cost Share of the
non-contributing Participant to be incurred under, or pursuant to such Program
and thereafter the Operator will proceed with such Program. 

9.6                    
In such event, the Participants’ respective Interests will thereafter be
adjusted pursuant to the formula set forth in §5.7. 

9.7                    
Operator will not proceed with any Program which is not fully subscribed. 

9.8                    
An election to fund a Program will make a Participant liable to pay its Cost
Share of all of the Expenditures actually incurred under or pursuant to such
Program, including Program Overruns up to but not exceeding 10% of estimated
Expenditures. 

9.9                    
  After having elected to fund a Program which is proceeded with, each Participant
  will, within thirty (30) days after being requested in writing to do so by Operator,
  deposit into the joint venture account such amount of Expenditures incurred
  or to be incurred under or pursuant to such Program as Operator may require,
  but Operator will not require payment of any funds more than one month in advance
  of the period during which the same are to be expended. 

9.10                  
Monthly Expenditure projections will be delivered by Operator to the
Participants once each calendar quarter for the next succeeding three (3)
months. 

9.11                  
If it appears that Expenditures will exceed by more than 30% of those estimated
under a Program, Operator will immediately give written notice to the
Participants outlining the nature and extent of the Program Overruns. 

9.12                   If
such Program Overruns are accepted by the Participants then, within thirty (30)
days after the receipt of a written request from Operator, each Participant will
pay to the Operator its Cost Share of such Program Overruns. 

9.13                   If
a Participant does not accept such Program Overruns, or fails to pay the same,
Operator will be entitled to curtail or abandon such Program and any of the
other Participants will be entitled to pay the Cost Share of such Participant.





- 21 - 

9.14                   If
a Participant pays such Cost Share of another Participant for such Program
Overruns, it will be entitled to recoup such amount, together with interest at
the Prime Rate pursuant to §14.3, and such amount will not be included in the
calculation of each Participant’s Interest under §5.7. - correct 

9.15                  
If a Participant at any time fails to pay such amount of Expenditures as is
requested by Operator in accordance with §9.9 after having elected to do so or
accepted Program Overruns in accordance with §9.12, Operator may give written
notice to such Participant demanding payment, and if such Participant has not
paid such amount within thirty (30) days after receipt of such notice, such
Participant will be deemed to 

(a)           be
in default under §9.9 or §9.12, as applicable, and 

(b)          
have lost its right to contribute to such Program, 

and thereafter the other Participants will have the right to
contribute all Costs to be incurred under or pursuant to that Program, and
Operator will have the right to curtail or abandon that Program. 

PART 10 

PRODUCTION PROGRAMS 

10.1                  
If Operator determines that the economic potential of any part of the Property
warrants the preparation of a Feasibility Report, the Operator will present a
Program in accordance with Part 9 contemplating the preparation of a Feasibility
Report. 

10.2                   Operator
will deliver to the Management Committee any internal or draft report or reports
on the economics of Commercial Production and on completion of the Feasibility
Report pursuant to such Program, Operator will deliver to the Participants a
Feasibility Report and if in the opinion of Operator it is warranted based on
the conclusions reached in the Feasibility Report, a Production Program in
respect to such part of the Property which will include at least the following:


(a)           a
description of that part of the Property to be covered by the proposed mine,


(b)          
the estimated recoverable reserves of minerals and the estimated composition and
content thereof, 

(c)          
the proposed procedure for development, mining and production, 

(d)          
results of ore amenability test (if any), 

(e)          
the nature and extent of the Facilities proposed to be acquired which may
include mill facilities, if the size, extent and location of the ore body makes
such mill facilities feasible, in which event the study will also include a
preliminary design for such mill, 




- 22 - 

(f)          
the total costs, including capital budget, which are reasonably required to
obtain permitting for and to purchase, construct and install all structures,
machinery and equipment required for the proposed mine, including a schedule of
timing of such requirements, 

(g)          
all environmental, socio-economic and heritage baseline impact studies and
costs, 

(h)          
the period in which it is proposed the Property will be brought to Commercial
Production, 

(i)          
such other data and information as are reasonably necessary to substantiate the
existence of an ore deposit of sufficient size and grade to justify development
of a mine, taking into account all relevant business, tax and other economic
consideration, and 

(j)          
working capital requirements for the initial six (6) month operations as a mine
or such longer period as may be reasonably justified in the circumstances. 

10.3                   So
long as it has not lost its right to contribute to Programs and to Production
Programs, a Participant may at any time request Operator to present a Program to
the Management Committee contemplating the preparation of a Feasibility Report.


10.4                  
Upon completion of a Feasibility Report, a Production Program will be presented
to the Management Committee if, in the opinion of Operator, it is warranted
based on the conclusions reached in the Feasibility Report. 

10.5                  
If the Participant who did not contribute to the preparation of the Feasibility
Report and the Production Program based on the Feasibility Report elects
pursuant to §9.3 to participate in a Production Program based on the Feasibility
Report, the Participant who did not contribute will reimburse the other an
amount in respect of the cost of the Feasibility Report equal to such
Participant’s Cost Share before taking the cost of the Feasibility Report into
account together with interest from the date contributed at a per annum rate of
the Prime Rate plus 2% per year. 

10.6                  
Within thirty (30) days after the delivery to the Participants of a Production
Program and Feasibility Report, pursuant to either §9.3 or §9.5, each
Participant will give written notice to Operator stating whether it elects to
contribute its Cost Share of the Production Program. 

10.7                   Failure
to give such notice within such thirty (30) day period will be deemed to be an
election not to contribute to such Production Program and the provisions of §9.5
will apply. 

10.8                   If
all Participants elect to contribute their respective Cost Shares of the
Production Program, Operator will implement the Production Program. 

10.9                   Operator
will not proceed with any Production Program which is not fully subscribed. 




- 23 - 

10.10                 
An election to fund a Production Program will make a Participant liable to pay
its Cost Share of: 

(a)          
all of the Production Program Costs actually incurred under or pursuant to such
Production Program, including Production Program Overruns up to but not
exceeding 10% of estimated Production Program Costs, 

(b)          
Operating Costs and any other costs associated with establishing and operating
the Property as a mine at such time as the liability is incurred by Operator;
and 

(c)          
any debts, liabilities or obligations arising from operations hereunder, except
financing costs incurred by the other Participant in connection with such other
Participants’ contributions to the Production Program. 

10.11                 
Commencing thirty (30) days after having elected to fund a Production Program
which is proceeded with, each Participant will, within thirty (30) days after
being requested in writing to do so by the Operator, pay such amount of
Production Program Costs incurred or to be incurred under or pursuant to such
Production Program as Operator may require, but Operator will not require of any
funds more than one (1) month in advance of the period during which they are to
be expended. 

10.12                 
If it appears that Production Program Costs will exceed by more than 30% those
estimated under a Production Program, Operator will immediately give written
notice to the Participants outlining the nature and extent of the Production
Program Overruns. 

10.13                 
If such Production Program Overruns are accepted by the Participants then,
within thirty (30) days after the receipt of a written request from Operator,
each Participant will pay to Operator its Cost Share of such Production Program
Overruns. 

10.14                 
If any Participant does not accept such Production Program Overruns, or fails to
pay the same, any other Participant will be entitled to pay the Cost Share of
such Participant. 

10.15                 
If a Participant pays such Cost Share, it will be entitled to recoup such amount
together with interest at the Prime Rate pursuant to §14.3.

10.16                 
If a Participant: 

(a)           at
any time fails to pay such amount of Production Program Costs as is requested by
the Operator in accordance with §9.9, or 

(b)           at
any time fails to pay such amount of Production Program Overruns as was accepted
by such Participant in accordance with §9.12, 

Operator may give written notice to such Participant demanding
payment, and if such Participant has not paid such amount within thirty (30)
days after receipt of such notice, such Participant will be deemed to be in
default under §9.9 or §9.12 and have lost its right to contribute to the
Production Program and the other Participant will have the right to contribute
all Production Program Costs to be incurred under or pursuant to the Production
Program and the Operator will 




- 24 - 

proceed with the Production Program and the Participants’
respective Interests will thereafter be adjusted in accordance with §5.5. 

PART 11 

MANAGEMENT COMMITTEE 

11.1                  
The Participants will, as soon as is practicable following the Effective Date,
establish a Management Committee consisting of one (1) member and one (1)
alternate member of each Participant. 

11.2                  
Each Participant will designate in writing to the other the names of its member
and alternate member of the Management Committee. 

11.3                  
A Participant may from time to time revoke in writing the appointment of its
member to the Management Committee and appoint in writing another in his place.


11.4                  
A Participant may from time to time in writing appoint one alternate member for
any member theretofore appointed by such Participant. 

11.5                  
Alternate members may attend meetings of the Management Committee, and in the
absence of the member, his alternate member votes or acts, his votes or actions
will for all purposes of this Agreement be considered the actions of the
Participant whom he represents. 

11.6                  
The Participants will give written notice to each other from time to time as to
names, addresses, telephone numbers and facsimile numbers of their respective
members and alternates on the Management Committee. 

11.7                  
Meetings of the Management Committee will be held at such times as the
Management Committee deems appropriate, but in any event not less frequently
than once every three (3) months. 

11.8                  
A meeting of the Management Committee may take place by means of counterpart
resolutions delivered by facsimile, mail or courier or by means of conference
telephones or other communication facilities by which means all Participants or
their alternates participating in the meeting can hear each other. 

11.9                  
The persons participating in a meeting in accordance with §11.8 will be deemed
to be present at the meeting and to have so agreed and will be counted in the
quorum therefor and be entitled to speak and vote thereat. 

11.10                 
Notwithstanding §11.7, meetings of the Management Committee may be called by
Operator or any Participant by giving thirty (30) days’ notice in writing to the
other Participants, except that thirty (30) days’ notice will be given in
respect of a meeting to consider a pre-Feasibility Report or Feasibility Report
and Production Program based thereon, unless otherwise agreed to by the
Participants. 




- 25 - 

11.11                 
Operator’s representative will be designated as the chairman of the Management
Committee (the “Chairman”). 

11.12                 
Operator will consult freely with the Management Committee and the members
thereof, and keep them fully advised of the present and prospective operations
and plans and will furnish the Management Committee with quarterly reports
relating to the status of the Property together with timely current reports and
information on any material results relating to the Property. 

11.13                 
Voting by the Management Committee may be conducted by verbal, written,
facsimile or telex ballot. 

11.14                 
Except as hereinafter provided, a quorum of any meeting of the Management
Committee will consist of two (2) members, two (2) alternate members or any
combination consisting of one (1) member or one (1) alternate of each
Participant. 

11.15                 
If a quorum is not present within sixty (60) minutes after the time fixed for
holding any such meeting, the meeting will be adjourned to the same day in the
next week (unless such day is not a business day in which case it will be
adjourned to the next business day) at the same time and place. 

11.16                 
At the adjourned meeting the members or alternate members present in person
(which may include only one person) will form a quorum and may transact the
business for which the meeting was originally convened. 

11.17                 
Decisions of the Management Committee will be made by simple majority of the
votes cast at meetings. The representative of each Participant in the Management
Committee will have such number of votes as equals such party’s Participating
Interest at the time of the vote. 

11.18                 
All decisions of the Management Committee will be by the affirmative vote of a
majority of the votes entitled to be cast by members. 

11.19                 
In the case where the parties have an equal Interest, or there is an equity of
votes which can not be resolved, the representative of the Operator will have
the deciding vote of the Management Committee.

11.20                 
There will be included with a notice of meeting such material and data as may be
reasonably required to enable the members of the Management Committee to
determine the position they should take in respect of any vote or election to be
made at such meeting. 

11.21                 
Operator will have the responsibility of preparing and distributing notices and
agendas of meetings and keeping records of the proceedings at such meetings and
distributing same to the parties. 




- 26 - 

PART 12 

POWERS OF MANAGEMENT COMMITTEE 

12.1                  
The Management Committee will, without limiting any of its powers as specified
elsewhere in this Agreement, have the exclusive right, power and authority to:


(a)          
approve, modify, or reject any Program, Feasibility Report or Production Program
proposed by Operator or any Feasibility Report or Production Program proposed by
a Participant;] 

(b)          
appoint a new Operator if the Operator is terminated , resigns pursuant to §6.6
or is deemed to have resigned pursuant to §6.11; 

(c)          
determine the terms of engagement of Operator, including any remuneration
payable to Operator on the basis that the Operator should neither profit nor
suffer a loss for acting as such; 

(d)          
approve or reject the sale, abandonment or disposition of any part of the Assets
(other than the Property), which, in the case of any assets or series of related
assets having a value in excess of $100,000, will require the consent of a
Participant or Participants holding at least a 51% Interest; and 

(e)          
establish accounting procedures from time to time for Operator. 

PART 13 

OPERATING PROGRAMS, BUDGETS AND PAYMENTS 

13.1                   As
of the Effective Date, all mining operations and the Property will be planned
and conducted and all estimates, reports and statements will be prepared and
made on the basis of an operating year and in accordance with the Accounting
Procedure. 

13.2                  
The first operating year will be the period from commencement of Commercial
Production to December 31 of the same calendar year and thereafter each
operating year will coincide with the calendar year (an “Operating Year”). -
No 

13.3                  
Before the beginning of each Operating Year, Operator will prepare and deliver
to the Participants an Operating Plan for that Operating Year. 

13.4                  
The Operating Plan applicable to the initial Operating Year will be submitted
not later than three months prior to the date estimated by the Operator as the
date of commencement of Commercial Production.

13.5                  
Each Operating Plan will contain, with reference to the Operating Year to which
it relates, the following: 




- 27 - 

(a)           a
plan of proposed mining operations including, without limiting the generality of
the foregoing, particulars of any special items such as: 

(i)           an
increase of 10% or more in the capacity or through put of the concentrating mill
or mining capacity, 

(ii)         
additional general exploration of the Property outside the mine, 

(iii)         opening and
equipping an additional mine or mines on the Property, 

(iv)          any
departure from development or mining plans previously followed by Operator, 

(v)          
any plans for stockpiling of Mineral Products, or 

(vi)          any
development work to be completed in any Operating Year, if such work is not
required in the ordinary course to continue mining as contemplated by the
approved Operating Plan and Costs therefor are reasonably estimated by Operator
to exceed $50,000; 

(b)           a
detailed estimate of all Operating Costs plus a reasonable allowance for
contingencies; 

(c)           an
estimate of the quantity of Mineral Products to be produced from the
Property;

(d)          
such other facts and figures as may be necessary to give the other parties a
reasonably complete picture of the results Operator plans to achieve; and

(e)          
and Operator will promptly supply to each Participant any additional or
supplemental information which that Participant may reasonably require in
respect to the Operating Plan. 

13.6                  
Each Participant will have thirty (30) days after receipt of any annual
Operating Plan within which to consider such Operating Plan, following which a
meeting of the Management Committee will be called to deal with any objections
and alternative proposals. 

13.7                  
The proposed Operating Plan will then be voted on by the Management Committee.


13.8                  
If a Participant objects to an Operating Plan on the basis of any of the items
as set out in §13.5(a)(i) to §13.5(a)(vi), Operator will have the rights to
either modify the Operating Plan or to bear all of the Operating Costs relating
to such items, in which event it will be entitled to recoup such amount together
with interest at the Prime Rate plus 1%. 

13.9                  
Based upon the budgets submitted to and approved by the Management Committee, as
the same may be revised from time to time, Operator will submit to each
Participant an estimate of the case requirements.




- 28 - 

13.10                 
Within thirty (30) days after receipt of each such cash estimate, the
Participants will remit to the Operator their respective Cost Shares required
under §13.9 and if any Participant fails to pay all or any part of its Cost
Share pursuant to §13.9 the Operator will be entitled to pay the unpaid share of
that Participant. 

13.11                 
Before incurring any Operating Cost hereunder or as soon as reasonably
practicable thereafter, the Operator will open an account or accounts in bank(s)
approved by the Participants for the purpose of establishing and maintaining
therein at all times a cash fund (the “Operating Fund”) from which Operating
Costs will be paid by Operator or from which Operator may be reimbursed for
Operating Costs spent by it. 

13.12                 
All money received by Operator from the Participants and the payment of
Operator’s invoices for accrued Operating Costs will be deposited in the
Operating Fund and, in addition, each Participant will deposit or cause to be
deposited in the Operating Fund at the times and in the manner provided in §13.9
the sums provided for therein. 

13.13                 
The total amount of deposits in the Operating Fund, regardless of the source
thereof, will at no time exceed the gross Operating Costs of Operator for the
then current and next succeeding month as estimated in the Operating Plan then
in effect. 

13.14                 
As soon as reasonably possible following the commencement of Commercial
Production, Operator will establish and administer a contingency fund (the
“Contingency Fund”), in addition to all required statutory funds, to be
maintained as a separate account for the purpose of paying all costs, outlays,
expenses, obligations, liabilities and charges of whatever kind or nature
incurred or chargeable, directly or indirectly, by the Participants for
environmental protection, reclamation, pollution control, testing, monitoring,
clean-up, containment and removal of hazardous substances from the Property,
remediation, decommissioning, shutdown and other similar matters (“Reclamation
and Remediation Costs”), severance pay and pensions for employees arising as a
result of operations and in connection with the permanent or temporary shutdown
in whole or in part of any mine on the Property. 

13.15                 
At the time such Contingency Fund is established, Operator will estimate the
amount required to be contributed by each Participant in accordance with its
Interest on an annual basis or from time to time in the case of special or
unexpected Reclamation and Remediation Costs. 

13.16                 
Such Contingency Fund will be invested and reinvested by Operator in such liquid
investments as the Management Committee may from time to time authorize. 

PART 14 

DISPOSITION OF PRODUCTION 

14.1                  
Subject to the provisions of §14.3 and §14.4, following the commencement of
Commercial Production and provided that each Participant has paid to Operator
its respective Cost Share of Operating Costs for that period, the Participants
will take in kind and separately dispose of Mineral Products in the ratio of
their respective Interests. 




- 29 - 

14.2                  
For purposes of determining the value of Mineral Products taken in kind pursuant
to §14.3 and §14.4, each Participant’s share of Mineral Products will be valued
at the time of delivery to the Participants (or purchase or sale by Operator
pursuant to §14.6) and at a value equal to that received by the Participant
acting as Operator for its share of such Mineral Products after deduction of:


(a)          
all costs of transporting Mineral Products, including insurance, from the
Property to the place of delivery designated by the purchaser of such Mineral
Products, 

(b)          
such reasonable charge for marketing Mineral Products as is consistent with
generally accepted industry marketing practices, and 

(c)          
all taxes (other than income taxes), royalties or other charges or imposts
provided for pursuant to any law or legal obligation imposed by any governmental
if paid by such Participant in connection with the disposition of Mineral
Products taken in kind. 

14.3                  
If Operator makes any payment on behalf of a Participant pursuant to §13.10, it
will have the prior and preferred right to receive that Participant’s share of
Mineral Products pursuant to §14.1, until Operator has received Mineral Products
in kind of a value equal to 50% of the actual payment made as provided in §14.2.


14.4                  
If a Participant makes any payment on behalf of a Participant pursuant to §9.5
or §10.16, it will have the prior and preferred right to receive that
Participant’s share of Mineral Products pursuant to §14.1 until the Contributing
Participant has received Mineral Products in kind of a value equal to the actual
payment made by the Contributing Participant pursuant to §9.5 or §10.16,
together with interest at the Prime Rate, calculated on the outstanding balance
from time to time from the date of advance of such funds. 

14.5                  
Any extra Expenditure incurred by reason of the taking in kind or separate
disposition by a Participant of its proportionate share of Mineral Products will
be borne by that Participant and that Participant will be required to construct,
operate and maintain, at its own expense, any and all facilities which may be
necessary to receive, store and dispose of its share of Mineral Products. 

14.6                  
If any Participant fails to make the necessary arrangements to take in kind or
separately dispose of its proportionate share of Mineral Products, Operator as
agent may purchase for its own account or sell such share, subject to the right
of the Participant owning such share to revoke at will Operator’s authority
under this §14.6 in respect of Mineral Products not then purchased by Operator
or committed for sale to others, and Operator will be entitled to deduct from
the sale proceeds all costs of or related to marketing such Mineral Products
including, without limitation, transportation, storage, commissions, and
discounts but all contracts of sale executed by Operator for a Participant’s
share of Mineral Products will be only for such reasonable periods of time as
are consistent with the minimum needs of the industry under the circumstances
and in no event will any such contract be for a period in excess of one (1)
year. 

14.7                  
Proceeds, if any, from the sale by Operator of Mineral Products pursuant to
§14.6 will be calculated by Operator separately for each Participant at the end
of each calendar month 




- 30 - 

and will be paid monthly within five (5) days after the end of
each such calendar month following payment to Operator by each Participant of
its respective Cost Share of Operating Costs outstanding as at the end of that
calendar month. 

14.8                  
If a Participant, any Associated Company of a Participant or any person with
whom a Participant is not dealing at arm’s length is a purchaser of Mineral
Products from a Participant, and if the value of such Mineral Products is to be
used to determine any matter arising under this Part 14, such Participant will
be deemed to receive prevailing market prices for all Mineral Products so sold.


PART 15 

AUDIT 

15.1                   The
records relating to Mineral Products taken in kind or to the calculation of
proceeds from the sale thereof will be audited annually at the end of each
fiscal year of Operator and: 

(a)          
any adjustments required by such audit will be made forthwith, and 

(b)           a
copy of the audited statements will be delivered to the Participants, 

and all such accounts and records will be deemed to be correct
and accurate unless questioned by a party within six (6) months after the end of
the calendar year to which the accounts relate. 

15.2                  
The Participants, or any of them, at reasonable times and upon notice in writing
to Operator, will have the right to inspect, audit and copy Operator’s accounts
and records relating to the accounting for Mineral Products taken in kind or to
the determination of proceeds from the sale thereof for any calendar year within
three (3) months after the end of such calendar year. 

15.3                  
The Participants will make all reasonable efforts to conduct audits in a manner
which will result in a minimum inconvenience to Operator and any such audit will
be conducted at that Participant’s sole cost and expense. 

PART 16 

INFORMATION SHARING AND CONFIDENTIALITY 

16.1                  
Subject to §16.2, each party agrees that all information obtained hereunder will
be the exclusive property of the parties and not publicly disclosed or used
other than for the activities contemplated hereunder, except as required by law
or by the rules and regulations of any regulatory authority or stock exchange
having jurisdiction, or with the written consent of the other parties, such
consent not to be unreasonably withheld. 

16.2                  
Consent to disclosure of information pursuant to §16.1 will not be unreasonably
withheld where a party wishes to disclose any such information to a third party
for the purpose of 




- 31 - 

arranging bona fide financings for its contributions to Costs
hereunder or for the purpose of selling its Interest, provided that such third
party gives its undertaking to the parties that any such information not
theretofore publicly disclosed will be kept confidential and not disclosed to
others. 

16.3                  
No party will be liable to any other for the fraudulent or negligent disclosure
of information by any of its employees, servants or agents, provided that such
Participant has taken reasonable steps to ensure the preservation of the
confidential nature of such information. 

PART 17 

LIMITED CHARGING 

17.1                  
Each Participant hereby covenants and agrees with the other to cooperate fully
in connection with any production financing for the Property which is presented
on reasonable commercial terms for projects of a similar nature, size and
financial risk and to hold its Interest free and clear of all liens, charges and
encumbrances including any floating charge (except liens for taxes not yet due
and other inchoate liens and arising from operations on the Property being
contested in good faith), and each Participant will, if so required by the terms
of such project financing and upon the written consent of all Participants,
issue to any lender providing such financing, bonds, debentures or other
security instruments charging its Interest, inter alia, by way of a specific
first mortgage and charge limited to its Interest. 

17.2                  
No such project financing will require a Participant to give any guarantee to
any third party on behalf of the other Participant, to be jointly and severally
liable for the repayment of such financing or to give security to any lender in
respect of such financing in an amount greater than its Interest. 

17.3                  
If a joint financing for the Production Program is not arranged as contemplated
in §17.1, then notwithstanding the provisions of Part 17, for the purpose of
financing its Cost Share of the Production Program a Participant may, at any
time and upon the written consent of all Participants, mortgage, charge or
otherwise encumber the whole or any party of its Interest, but only upon the
condition that the holder of such encumbrance, (hereinafter called the
“Chargee”), first enters into a written agreement with the other party in form
satisfactory to counsel for such other party, binding upon the Chargee, to the
effect that: 

(a)          
the Chargee will not enter into possession or institute any proceedings for
foreclosure or partition of the encumbering Participant’s Interest and that such
encumbrances will be subject to the provisions of this Agreement; 

(b)          
the Chargee’s remedies under the encumbrance will be limited to the sale of the
whole, (but only of the whole), of the encumbering party’s Interest to the other
Participants, or failing such disposition, at a public auction to be held after
sixty (60) days’ notice to the other party, such sale to be subject to the
purchaser entering into a written agreement with the other party whereby such
purchaser assumes all obligations of the encumbering party under the terms of
this Agreement; and 




- 32 - 

(c)           if
the Interest of any Participant is forfeited, the right of such Participant to
act as Operator will cease. 

PART 18 

RESTRICTIONS ON ALIENATION 

18.1                  
Except in accordance with this Agreement, each Participant will not transfer,
convey, assign, mortgage or grant an option in respect of or grant a right to
purchase or in any manner transfer or alienate any or all of its Interest or
transfer or assign any of its rights under this Agreement. 

18.2                  
Each Participant will not sell any of its respective Interest or transfer or
assign any of its rights under this Agreement except upon the written consent of
all Participants and: 

(a)           in
its entirety, unless specifically provided otherwise hereunder, 

(b)           as
a single transaction not directly or indirectly part of some other sale or
purchase or agreement for any additional consideration of any nature whatsoever,
and 

(c)          
when there is no default of any of the covenants and agreements herein contained
by such party. 

18.3                  
Nothing in this Part 18 will prevent: 

(a)           a
sale by a Participant of any or all of its Interest or an assignment of all its
rights under this Agreement to an Associated Company provide that such
Associated Company first complies with the provisions of §18.1 and agrees with
the other Participants in writing to retransfer such Interest to the originally
assigning party before ceasing to be an Associated Company of such party, or


(b)           a
joint disposition of the Property, or all or any part of the other assets
constituting any part of the Assets to a third party by the parties as agreed to
in writing. 

18.4                  
Subject to §18.1 and §18.2, any Participant (in this Part 18 referred to as the
“Offeror”) intending to sell its Interest or assign its rights under this
Agreement will first give notice in writing to the Participants (in this Part 18
referred to as the “Offeree”) of such intention together with the terms and
conditions on which the Offeror intends to sell its Interest or assign its
rights under this Agreement. 

18.5                   Subject
to §18.7, if a Participant receives any offer to purchase its Interest or assign
its rights under this Agreement which it intends to accept, the Offeror will not
accept the same unless and until the Offeror has first offered to sell such
Interest or rights to the other Participants hereto on the same terms and
conditions as in the offer received and the same has not been accepted by the
Offerees in accordance with §18.6. 




- 33 - 

18.6                   Any
communication of an intention to sell pursuant to §18.4 and §18.5 (the “Offer”
for the purposes of this Part 18 only) will be in writing delivered in
accordance with §20.4 and will: 

(a)          
set out fully and clearly all of the terms and conditions of any intended sale,


(b)           if
it is made pursuant to §18.5, include a photocopy of the Offer and clearly
identify the offering party and include such information as is known by the
Offeror about such offering party, 

and such communication will be deemed to constitute an Offer by
the Offeror to the Offeree to sell the Offeror’s Interest or assign its rights
under this Agreement to the Offeree on the terms and conditions set out in such
Offer. 

18.7                  
In the event that a Participant receives an offer to sell its Interest that is
consideration other than cash or cash plus deferred payments of cash, the other
Participant or Participants, as the case may be, will have the right to pay the
cash equivalent of such other consideration. If the parties hereto cannot agree
on the amount of such cash equivalent within thirty (30) days of the offer to
sell such Interest to the other Participant or Participants, as the case may be,
either of such parties may, upon thirty (30) days written notice to the other,
initiate arbitration proceedings as contemplated under Part 20 for determination
of the cash equivalent. 

18.8                  
Any Offer made as contemplated in §18.7 will be open for acceptance by the
Offeree for a period of thirty (30) days after the date of receipt by the
Offeree. 

18.9                  
If the Offeree accepts the Offer within the time limited such acceptance will
constitute a binding agreement of purchase and sale between the Offeror and the
Offeree for the Interest or its rights under this Agreement on the terms and
conditions set out in such Offer. 

18.10                 
If the Offeree does not accept the Offer within the time limited the Offeror may
complete a sale and purchase of its Interest or its rights under this Agreement
on exactly the same terms and conditions set out in the Offer as contemplated in
§18.5, and in any event such sale and purchase will be completed within ninety
(90) days after the expiration of the right of the Offeree to accept such Offer
or the Offeror must again comply with the provisions of this Part 18. 

18.11                 
While any Offer is outstanding no other Offer may be made until the first
mentioned Offer is disposed of and any sale resulting therefrom completed in
accordance with the provisions of this Part 18. 

18.12                 
Before the completion of any sale by a Participant of its Interest or rights
under this Agreement, to an Associated Company or otherwise, the purchasing
party will, at the election of the parties not selling enter into an agreement
with the party not selling on the same terms and conditions as set out in this
Agreement. 

18.13                 
Each party hereto agrees that its failure to comply with the restrictions set
out in this Part 18 would constitute an injury and damage to the other party
impossible to measure monetarily and, if there is any such failure the other
party will, in addition and without prejudice 




- 34 - 

to any other rights and remedies at law or in equity, be
entitled to injunctive relief restraining or enjoining any sale of any Interest
or assignment of any rights under this Agreement save in accordance with the
provisions of this Part 18 and any party intending to make a sale or making a
sale contrary to the provisions of this Part 18 hereby waives any defence it
might have in law to such injunctive relief. 

18.14                  
If the Operator sells its Interest or transfers or assigns its rights under this
Agreement to a third party, its right as Operator under this Agreement will be
included in such sale only if the third party is acceptable to the remaining
Participant and is capable of assuming and performing the duties and obligations
of Operator imposed under this Agreement. 

18.15                  
The provisions of this Part 18 will not prevent a party from entering into an
amalgamation or corporate reorganization which will have the effect in law of
the amalgamated or surviving company possessing all the property, rights and
interests and being subject to all the debts, liabilities and obligations of
each amalgamating or predecessor company. 

PART 19 

ENCUMBRANCE, PARTITION AND INDEMNIFICATION 

19.1                  
Except as provided in Part 17 and Part 18, a Participant will not encumber or
suffer to exist any lien, charge or encumbrance on its Interest. 

19.2                  
No Participant will partition or seek partition, whether through order of any
court or otherwise, of the Property or other assets constituting any part of the
Assets. 

19.3                  
A Participant will not have authority to act for or assume any obligations or
liabilities on behalf of any other Participant except such as are specifically
authorized pursuant to and in accordance with the terms of this Agreement, and
each Participant will indemnify and hold the others, and their officers,
employees, and agents, harmless from and against any and all losses, claims,
damages and liabilities arising out of any act or any assumption of any
obligations by it done or undertaken on behalf of the other Participants other
than as provided herein. 

PART 20 

GENERAL 

20.1                  
Default. With the exception of the payment obligations of Journey set
forth under §3.1(a) and 3.1(b) herein, notwithstanding anything in this
Agreement to the contrary (other than the provisions of this Agreement providing
for elections to contribute and contributions to any Program and any Production
Program for which no notice of default need be ), if any party (a “Defaulting
Party”) is in default of any requirement herein set forth the party affected by
such default will give written notice to the Defaulting Party specifying the
default and the Defaulting Party will not lose any rights under this Agreement,
unless within thirty (30) days after the giving of notice of default by the
affected party the Defaulting Party has failed to take reasonable steps to cure
the default by the appropriate performance and if the Defaulting Party fails
within 




- 35 - 

such period to take reasonable steps to cure any such default,
the affected party will be entitled to seek any remedy it may have on account of
such default. 

20.2                  
Further Agreement. After the commencement of Commercial Production,
either Participant may give notice to the other Participant requiring that
Participant to enter into negotiations to settle an operating agreement to
supersede this Agreement. 

20.3                  
Both Participants will endeavour to settle such an agreement but if they fail to
do so this Agreement will remain in full force and effect. 

20.4                  
Notice. Each notice, demand or other communication required or permitted
to be given under this Agreement (“Notice”) to the Operator or Vendors by the
other will be in writing and will be sent by personal delivery, fax or prepaid
registered mail to the addresses of the parties as follows: 

	 	(a) 	
      if to Journey:

	 	 	 
	 		
      #1208 – 808 Nelson Street

	 		
      Vancouver, British Columbia V6Z 2H2 
Facsimile: (604)
      633-2462 
Attention: Jack Bal, President

	 	 	 
	 	(b) 	
      if to the Optionors:

	 	 	 
	 		
      Suite 207 – 475 Howe Street 
Vancouver, B.C. V6C 2B3
      
Facsimile: (604) 669-9204 
Attention: A. Paul Gill,
  President



20.5                  
The date of receipt of such Notice will be the date of delivery or fax thereof
if delivered or faxed during business hours, or, if given by registered mail as
aforesaid, will be deemed conclusively to be the third day after the same will
have been so mailed except in the case of interruption of postal services for
any reason whatever, in which case the date of receipt will be the date on which
the Notice is actually received by the addressee. 

20.6                  
Either party may at any time and from time to time notify the other party in
writing of a change of address and the new address to which Notices will be
given to it thereafter until further change. 

20.7                  
Arbitration. Any dispute arising between the parties in respect of the
interpretation of this Agreement or any matter to be agreed upon hereunder will
be determined by a single arbitrator to be appointed by both parties. 

20.8                  
Either party may, upon written notice to the other as provided in §20.4, demand
arbitration of any dispute hereunder. 

20.9                   Upon
such written demand and within thirty (30) days after the date of giving of such
demand, the parties will agree on the appointment of an arbitrator. 




- 36 - 

20.10                 
The award of the arbitrator will be made within thirty (30) days after his
appointment subject to any reasonable delay due to unforeseen circumstances.


20.11                 
The award of the arbitrator will be in writing and signed by the arbitrator and
will be final and binding upon the parties who will abide by the award. 

20.12                 
If the parties cannot agree on a single arbitrator as provided herein the matter
in dispute will be determined by reference to the procedure set out in the
Commercial Arbitration Act (British Columbia). 

20.13                 
Further Assurances. The parties will execute such further and other
documents and do such further and other things as may be necessary or convenient
to carry out and give effect to the intent of this Agreement. 

20.14                 
Currency. All references to monies hereunder will be in Canadian Dollars
unless otherwise provided hereunder. 

20.15                 
Method of Payment. All payments to be made to any party hereunder may be
made by check mailed or delivered to such party at its address for notice
purposes as provided herein, or wire transfer to the account of such party at
such bank as may be designated from time to time by written notice. 

20.16                 
Timing. Time will be of the essence in the performance of this Agreement.


20.17                 
Headings. The headings of the Parts and Sections of this Agreement are
for convenience only and do not form a part of this Agreement nor are they
intended to affect the construction or meaning of anything herein contained or
govern the rights and liabilities of the parties. 

20.18                 
Enurement. This Agreement will inure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns. 

20.19                 
Force Majeure. No party will be liable for its failure to perform any of
its obligations under this Agreement due to a cause beyond its control (except
those caused by its own lack of funds and the monetary provisions of Parts 9 and
10 ) including, but not limited to, adverse weather conditions, environmental
protests or blockages, acts of God, fire, flood, explosion, strikes, lockouts or
other industrial disturbances, laws, rules and regulations or orders of any duly
constituted governmental authority or non-availability of materials or
transportation (each an “Intervening Event”). All time limits imposed by this
Agreement will be extended by a period equivalent to the period of delay
resulting from an Intervening Event described in this Section. 

20.20                 
A party relying on the provisions of §20.19 will take all reasonable steps to
eliminate any Intervening Event and, if possible, will perform its obligations
under this Agreement as fair and practical, but nothing herein will require such
party to settle or adjust any labour dispute or to question or to test the
validity of any law, rule, regulation or order of any duly constituted
governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible. 




- 37 - 

20.21                 
Entire Agreement. This Agreement and the Schedules hereto constitutes the
entire agreement between the parties and, except as hereafter set out, and
supersedes all previous agreements, memoranda, correspondence, communications,
negotiations and representations, whether oral or written, express or implied,
statutory or otherwise between the parties with respect to the subject matter
herein. 

20.22                 
Regulatory Approvals. This Agreement and the transactions contemplated
herein are subject to all necessary regulatory approvals.

20.23                 
Governing Law. This Agreement will be governed by and construed according
to the laws of the Province of British Columbia and the laws of Canada
applicable therein. 

20.24                 
Assignment. No party hereto may assign its interest in this Agreement, in
whole or in part, except in accordance with Part 18 hereof, or otherwise agreed
upon by the parties hereto. 

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

 

GRENVILLE GOLD CORPORATION 

 

	By: 	     “A.Paul Gill” 	 
	  	Authorized Signatory 	 


 

GRENVILLE SILVERIA LTD. 

 

	By: 	     “A.Paul Gill” 	 
	  	Authorized Signatory 	 


 

MINERA GRENVILLE S.A.C. 

 

	By: 	     “A.Paul Gill” 	 
	  	Authorized Signatory 	 






- 38 - 

JOURNEY RESOURCES CORP. 

 

	By: 	     “Jatinder (Jack) Bal” 	 
	  	Authorized Signatory 	 






SCHEDULE “A” 

DESCRIPTION OF PROPERTY 

 

[Updated list to be provided and subject to revision from
time to time.]




SCHEDULE “B” 

AREA OF INTEREST 

 

The Area of Interest pertaining to the Silveria Property
located in the Huarochiri Province of Peru consists of those lands lying within
two (2) kilometres from the external perimeter of the Property in existence as
of the Effective Date, as that Property is described in Schedule “A”. 




SCHEDULE “C” 

ACCOUNTING PROCEDURE 

1.                      
INTERPRETATION 

1.1                    
In this Schedule, except as otherwise expressly provided or as the context
otherwise requires, 

(a)          
“Agreement” means the Agreement to which this Accounting Procedure is
attached as Schedule C, 

(b)          
“Count” means a physical inventory count, 

(c)          
“Costs” means all expenditures and outlays of any kind which are made in
connection with the Mining Operations, 

(d)          
“Employees” mean those employees of the Operator who are assigned to and
directly engaged in the conduct of Mining Operations, whether on a full time or
part time basis, 

(e)          
“Employee Benefits” means the Operator’s cost of holiday, vacation,
sickness, disability benefits, field bonuses, paid to and the Operator’s cost of
established plans for employee’s group life insurance, hospitalization, pension,
retirement and other customary plans maintained for the benefit of employees and
personnel, as the case may be, which costs may be charged as a percentage
assessment on the salaries and wages of employees or personnel, as the case may
be, on a basis consistent with the Operator’s cost experience, 

(f)          
“Field Offices” means the necessary sub office or sub offices in each
place where a Program is being conducted, 

(g)          
“Government Contributions” means the costs or contributions made by the
Operator pursuant to assessments imposed by governmental authority which are
applicable to the salaries or wages of employees or personnel, as the case may
be, 

(h)          
“Material” means the personal property, equipment and supplies acquired
or held, at the direction or with the approval of the Management Committee, for
use in the Mining Operations and, without limiting generality of the foregoing,
more particularly “Controlled Material” means such material which is ordinarily
classified as Controlled Material as that classification is determined or
approved by the Management Committee, and controlled in Mining Operations, 

(i)          
“Mining Operations” means every kind of work done by or on behalf of the
Operator: 




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(i)           on
is in respect of the Property in accordance with a Program or Production notice;
or 

(ii)          if
not provided for in a Program or Production Notice, unilaterally and in good
faith to maintain the Property in good standing, to prevent waste or to
otherwise discharge any obligation which is imposed upon it pursuant to this
Agreement and in respect of which the Management Committee has not given it
directions; 

including, without limiting the
generality of the foregoing, investigating, prospecting, exploring, developing,
property maintenance, preparing reports, estimates and studies, designing,
equipping, improving, surveying, construction and mining, milling concentrating,
rehabilitation, reclamation, and environmental protection; 

(j)          
“Personnel” means those management, supervisory, administrative, clerical
and other personnel of the Operator normally associated with the Supervision
Offices, 

(k)          
“Project Account” means the books of account maintained by the Operator
to record all costs, expenses, credits and other transactions arising out of or
in connection with the Mining Operations, 

(l)          
“Reasonable Expenses” means the reasonable expenses of employees or
personnel, as the case may be, for which those employees or personnel may be
reimbursed under the Operator’s usual expense account practice; including,
without limiting generality, any relocation expenses necessarily incurred in
order to properly staff the Mining Operations if the relocation is approved by
the Management Committee, and 

(m)          
“Supervision Offices” means the Operator’s offices or departments within
the Operator’s offices from which the Mining Operations are generally
supervised. 

1.2                    
Other capitalized words, terms and phrases in this Schedule shall have the same
meaning as provided in the Agreement 

2.                     
 STATEMENTS AND BILLINGS 

2.1                    
The Operator shall, by invoice charge each Participant pro rata to each
Participant’s interest in the Property for all costs incurred by it in
connection with the Mining Operations. 

2.2                    
The Operator shall deliver with each invoice rendered for Costs incurred a
statement indicating 

(a)          
all charges or credits to the Project Account relating to controllable material
in detail, and 

(b)          
all other charges and credits to the Project Account summarized by appropriate
classifications indicative of the nature of the charges and credits. 




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2.3                    
The Operator shall deliver with each invoice for an advance of Costs a statement
indicating 

(a)          
the estimated Costs, the estimated cash disbursements, to be made during the
next succeeding quarter, 

(b)          
the addition thereto or subtraction therefrom, as the case may be, made in
respect of Costs actually having been incurred in an amount greater or lesser
than the advance which was made by each Participant for the penultimate month
preceding the month of the invoice, and 

(c)          
the advance made by the Operator and the Costs incurred to the end of the
penultimate month preceding the month of the invoice. 

3.                      
DIRECT CHARGES 

3.1                    
The Operator will charge the Project Account with the following items: 

(a)          
Contractor’s Charges. All proper costs relative to the Mining Operations
incurred under contracts entered into by the Operator with third parties; 

(b)          
Labour Charges. 

(i)          
the salaries and wages of employees in an amount calculated by taking the full
salary or wage of each employee multiplied by that fraction which has as its
numerator the total time for the month that the employees were directly engaged
in the conduct of Mining Operations and as its denominator the total normal
working time for the month of the employee, 

(ii)          the
reasonable expenses of the employees, and 

(iii)         employee
benefits and government contributions in respect of the employees in an amount
proportionate to the charge made to the Project Account in respect to their
salaries and wages; 

(c)          
Office Maintenance. 

(i)          
the cost or a pro rata portion of the cost, as the case may be, of maintaining
and operating the offices, charged to the Project Account on the following
basis: 

(A)          
the expenses of maintaining and operating Field Offices, less any revenue
therefrom; and 

(B)          
that portion of maintaining and operating the Supervision Offices which is equal
to 




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(I)          
the anticipated total operating expenses of the supervision offices for the
year, 

divided by 

(II)          the
anticipated total staff man days for the employees whether in connection with
the Mining Operations or not, 

multiplied by 

(III)         the actual
time spent on the Mining Operations by the employee expressed in man days, 

(ii)          without
limiting generality, the anticipated total Operating Expenses of the supervision
offices will include 

(A)          
the salaries and wages of the Operator’s Personnel which have been directly
charged to those offices, 

(B)          
the reasonable expense of the Personnel, and 

(C)          
employee benefits and government contributions in respect of Personnel, 

(iii)        the Operator will
make an adjustment in respect of the office maintenance cost forthwith after the
end of each operating year upon having determined the actual total staff man
days invoiced; and 

(d)          
Material. Material purchased or furnished by the Operator for use on the
Project; 

(e)          
Transportation Charges. The cost of transporting employees and material
necessary for the Mining Operations, 

(f)          
Service Charges. 

(i)          
cost of services and utilities procured from outside sources, 

(ii)          use
and service of equipment and facilities furnished by the Operator, 

(g)          
Damages and Losses to Joint Property. All costs necessary for the repair
or replacement of assets made necessary because of damages or losses incurred by
fire, flood, storm, theft, accident or other causes. The Operator will furnish
each Participant with written particulars of the damages or losses incurred as
soon as practicable after the damage or loss has been discovered. The proceeds,
if any, received on claims against any policies of insurance in respect of those
damages or losses will be credited to the Project Account; 

(h)          
Legal Expenses. All costs of handling, investigating and settling
litigation or recovering the assets, including, without limiting generality,
attorney’s fees, court costs, 




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costs of investigation or procuring
evidence and amounts paid in settlement or satisfaction of any litigation
claims, but unless otherwise approved in advance by the Management Committee, no
charge shall be made for the services of the Operator’s legal staff or the fees
and expenses of outside solicitors; 

(i)          
Taxes. All taxes, duties or assessments of every kind and nature (except
income taxes) assessed or levied upon or in connection with the Property, the
Mining Operations thereon, or the production therefrom, which have been paid by
the Operator for the benefit of the parties; 

(j)          
Insurance. Net premiums paid for 

(i)          
such policies of insurance on or in connection with the Mining Operations as may
be required to be carried by law, and 

(ii)          such
other policies of insurance as the Operator may carry for the protection of the
parties in accordance with the Agreement, and 

the applicable deductibles in the event
of an insured loss, 

(k)          
Rentals. Fees, rentals and other similar charges required to be paid for
acquiring, recording and undertaking and maintaining permits, mineral claims and
mining leases and rentals and royalties which are paid as a consequent of the
Mining Operations; 

(l)          
Permits. Permit costs, fees and other similar charges which are assessed
by various governmental agencies; 

(m)          
Other Expenditures. Such other costs and expenses which are not covered
or dealt with in the foregoing provisions of this as are incurred with the
approval of the Board of the Operator for the necessary and proper conduct of
the Mining Operations or as may be contemplated in the Agreement. 

4.                     
 PURCHASE OF MATERIAL 

4.1                    
The Operator will purchase all materials and procure all services required in
the Mining Operations. 

4.2                    
Material purchased and services procured by the Operator directly for the Mining
Operations will be charged to the Project Account at the price paid by the
Operator less deduction for all discounts actually received. 

4.3                    
So far as it is reasonably practical and consistent with efficient and
economical operations, the Operator will purchase, furnish or otherwise acquire
only such Material and the Operator shall attempt to minimize the accumulation
of surplus stocks of materials. 

4.4                    
The Operator shall be entitled to supply for use in connection with the Mining
Operations equipment and facilities which are owned by the Operator and the
charge the Project Account with such reasonable costs which is commensurate with
the ownership and use thereof. 




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5.                     
 DISPOSAL OF MATERIAL 

5.1                    
The Operator, with the approval of the management Committee, may, from time to
time, sell any Material which has become surplus to the foreseeable needs of the
Mining Operations for such price and upon such terms and conditions as are
available. 

5.2                    
Any Participant may purchase from the Operator any Material which may from time
to time become surplus to the foreseeable need of the Mining Operations for such
price and upon such terms and conditions as the Management Committee may
approve. 

5.3                    
Upon termination of the Agreement, the Management Committee may approve the
division of any Material held by the Operator at that date which may be taken by
the Participants in kind or be taken by a Participant in lieu of a portion of
its proportionate share of the net revenues received from the disposal of the
assets and property. If such a division to a Participant be in lieu of a portion
of its proportionate share, it shall be for such price and on such terms and
conditions as the Management Committee may approve. 

5.4                    
The net revenues received from the sale of any Material to third parties or to a
Participant will be credited to the Project Account. 

6.                      
INVENTORIES 

6.1                    
The Operator shall maintain records of Material in reasonable detail and records
of Controllable Material in detail. 

6.2                    
The Operator shall perform Counts from time to time at reasonable intervals and
in connection therewith shall give notice of its intention to perform a Count to
each Participant as least 30 days in advance of the date set for performing the
Count. Each Participant shall be entitled to be represented at the performing of
a Count upon giving notice thereof to the Operator within 20 days of the
Operator’s notice. A Participant who is not represented at the performing of the
Count shall be deemed to have approved the Count as taken. 

6.3                    
Forthwith after performing a Count, the Operator shall reconcile the inventory
with the Project Account and provide each Participant with a statement listing
the overages and shortages of inventory except such shortages as may have arisen
due to a lack of diligence on the part of the Operator. 

7.                      
ADJUSTMENTS 

7.1                    
Payment of any invoice by a Participant shall not prejudice the right of that
Participant to protest the correctness of the statement supporting the payment,
but all invoices and statements presented to each Participant by the Operator
during any Operating Year shall conclusively be presumed to be true and correct
upon the expiration of 12 months following the end of the Operating Year to
which the invoice or statement relates, unless within the 12 month period that
Participant gives notice to the Operator making claim on the Operator for an
adjustment to the invoice or statement. 




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7.2                    
The Operator shall not adjust any invoice or statement in favour of itself after
the expiration of 12 months following the end of the Operating Year to which the
invoice or statement relates. 

7.3                    
Notwithstanding the foregoing, the Operator may make adjustments to an invoice
or statement which arise out of a Count. 

7.4                    
A Participant shall be entitled upon notice to the Operator to request that the
independent external auditor of the Operator provide that Participant with its
opinion that any invoice or statement delivered pursuant to the Agreement in
respect of the period has been prepared in accordance with the Agreement. 

7.5                    
The time for giving the audit opinion shall not extend the time for the taking
of exception to any statement or invoice and making claims on the Operator for
adjustment thereto. 

7.6                    
The cost of the auditor’s opinion shall be solely for the account of the
Participant requesting the auditor’s opinion, unless the audit disclosed a
material error adverse to that Participant, in which case the cost shall be
solely for the account of the Operator.