Exhibit 10.35

                             SUBSCRIPTION AGREEMENT


     THE  SECURITIES  TO  WHICH   THIS  AGREEMENT  RELATES  HAVE  NOT  BEEN
     REGISTERED  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
     (THE  "1933 ACT") AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER
     AND  MAY  NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE
     UNITED  STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS
     DEFINED  IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT  AS  TO  SUCH  SECURITIES  UNDER,  OR AN EXEMPTION FROM, THE
     REGISTRATION  REQUIREMENTS  OF  THE  1933  ACT, OR (B) IN CANADA OR TO
     RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE
     APPLICABLE  PROVINCIAL  SECURITIES LAWS AND REGULATIONS OR PURSUANT TO
     AN  EXEMPTION  ORDER  MADE  BY  THE  APPROPRIATE PROVINCIAL SECURITIES
     REGULATOR.



     THIS  SUBSCRIPTION  AGREEMENT  (this  "AGREEMENT")  by  and  between
_______________(the  "SUBSCRIBER"),  and  Aurora  Gold  Corporation,  a Delaware
             --
Company  (the  "COMPANY").

                                    RECITALS

     WHEREAS, the Company is offering, on a no minimum basis, up to an aggregate
of  1,000,000 SHARES (the "OFFERED SHARES") of its common stock $0.001 par value
per  share  at  a price of US $0.50 per share or US $500,000.00 in the aggregate
(the  "OFFERING").

     WHEREAS, the Company will offer and sell Offered Shares only to persons who
are  offshore  investors and who are not "US PERSONS" as that term is defined in
Regulation  S  under  the  1933 Act (the "1933 ACT"), as more fully set forth on
EXHIBIT A hereto; and, who otherwise satisfy any applicable criteria established
by  the laws of the jurisdiction in which they reside as more fully set forth in
Section  1.4  hereof.

     WHEREAS,  subject to the terms and conditions set forth herein, the Company
desires  to  issue  and  sell  to  the  Subscriber and the Subscriber desires to
subscribe for the aggregate number of Offered Shares as set forth in Section 1.1
hereof.

     NOW  THEREFORE,  in  consideration of the recitals and the mutual covenants
herein  contained  and  other  good  and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


<PAGE>
                                   AGREEMENTS

1.     SUBSCRIPTION  AND  PURCHASE  OF  SHARES;  CLOSING.
       --------------------------------------------------

     1.1     SUBSCRIPTION  AND  PURCHASE  OF  SHARES.
             ---------------------------------------

     Subject to the terms and conditions herein set forth, the Subscriber hereby
subscribes  for and agrees to purchase from the Company _________ Offered Shares
(the  "SUBSCRIBED FOR SHARES"), at a price of US $0.50 per share or an aggregate
consideration  of  $________  (the  "PURCHASE PRICE").  All references herein to
"dollars"  or  "$"  shall  be  to  U.S.  dollars  unless  otherwise  specified.

     1.2     PAYMENT  OF  PURCHASE  PRICE.
             ----------------------------

     Simultaneously  with  the  execution  and delivery of this Agreement by the
Subscriber,  the Subscriber shall deliver the Purchase Price by check payable to
the  Company  or  by  wire  transfer  of  funds  pursuant to wiring instructions
provided  by  the  Company.

     1.3     CLOSING.
             -------

     The  closing  of  the  purchase  and sale of the Subscribed for Shares (the
"CLOSING")  shall take place at the offices of the Company immediately following
----------
the  execution of this Agreement by the Company, or at such other time and place
or  on  such  other business day thereafter as the parties hereto may agree (the
"CLOSING DATE"). On the Closing Date, the Company will direct its stock transfer
--------------
agent  to deliver a certificate(s) representing the Subscribed for Shares to the
Subscriber  against  confirmation  of  collection  of  the  Purchase  Price.

     1.4     LIMITATIONS  OF  OFFERING.
             -------------------------

     The  Subscriber  acknowledges  that the Company is offering and selling the
Offered  Shares  only  to  persons  who  are  offshore  investors  and  who:

  -  are not "US PERSONS" as that term is defined in Regulation S under the 1933
     Act,  as  more  fully  set  forth  on  EXHIBIT  A  hereto;
  -  are  not  residents  of  Canada;  and
  -  satisfy any applicable criteria established by the laws of the jurisdiction
     in  which  they  reside.

     1.5.     NO  MINIMUM  NUMBER  OF  SUBSCRIBED  FOR SHARES NEED BE SOLD.
              ------------------------------------------------------------

     The  Subscriber  acknowledges  that the Company is offering and selling the
Offered  Shares  on a no minimum basis; and, since there is no minimum number of
Offered Shares to be sold, no proceeds will be held in an escrow account and all
funds  will  be  immediately  available  to,  and  for  use  by,  the  Company.


                                                                               2
<PAGE>
2.     SUBSCRIBER'S  CONDITIONS  OF  CLOSING.
       -------------------------------------

     The  Subscriber's  obligation  to  purchase  and pay for the Subscribed for
Shares  is  subject  to  the  receipt  of  to the satisfaction or waiver, of the
condition  that the representations, warranties and covenants of the Company set
forth  in  Section  4 hereof shall be true in all material respects on and as of
the  Closing  Date,  except  to the extent of changes caused by the transactions
herein  contemplated;  and,  if  the  Closing  Date  is other than the date this
agreement is executed and delivered by the Company, the Company shall deliver to
Subscriber  a certificate of a duly authorized officer of the Company, dated the
Closing  Date,  to  such  effect.

3.     COMPANY'S  CONDITIONS  OF  CLOSING.
       ----------------------------------

     The  Company's  obligation  to sell the Subscribed for Shares is subject to
the  satisfaction  of  waiver,  on or before the Closing Date, of the conditions
contained  in  this  Section  3.

     3.1     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
             --------------------------------------------

     The  representations,  warranties and covenants of the Subscriber set forth
in  Section  5  hereof  shall  be true in all material respects on and as of the
Closing  Date.

     3.2     PAYMENT  OF  PURCHASE  PRICE.
             ----------------------------

     The Subscriber shall have purchased and paid for the Subscribed for Shares.

     3.3     NO  ADVERSE  ACTION  OR  DECISION.
             ---------------------------------

     There  shall be no action, suit, investigation or proceeding pending, or to
the  Company's knowledge, threatened, against or affecting the Company or any of
its  properties  or  rights,  or  any of its affiliates, associates, officers or
directors,  before any court, arbitrator, or administrative or governmental body
that  (i)  seeks  to  restrain, enjoin, prevent the consummation of or otherwise
adversely  affect  the  transactions  contemplated  by  this  Agreement, or (ii)
questions  the  validity or legality of any such transaction or seeks to recover
damages  or  to  obtain  other  relief  in connection with any such transaction.

     3.4     COMPLIANCE  WITH  SECURITIES  LAWS.
             ----------------------------------

     The  offer and sale of the Subscribed for Shares under this Agreement shall
have  complied with, and shall not be prohibited by, all applicable requirements
of the 1933 Act or applicable Canadian Securities Laws (as hereinafter defined).

4.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
       --------------------------------------------------

     The  Company  represents,  warrants  and  covenants to the Subscriber that:


                                                                               3
<PAGE>
     4.1     CORPORATE  EXISTENCE.
             --------------------

     The  Company  is  a  Company  duly organized, legally existing, and in good
standing  under  the  laws of the State of Delaware with the requisite corporate
power and authority to own and use its properties and assets and to carry on its
business  as  currently  conducted.

     4.2     AUTHORIZATION;  ENFORCEMENT.
             ---------------------------

     The  Company  has the requisite corporate power and authority to enter into
and to consummate the transactions contemplated by this Agreement, and otherwise
to  carry  out  its  obligations  hereunder.  The execution and delivery of this
Agreement  by  the  Company  and  the  consummation  by  it  of the transactions
contemplated  hereby  have  been  duly authorized by all necessary action on the
part  of  the Company.  When executed and delivered in accordance with the terms
hereof,  this Agreement shall constitute the legal, valid and binding obligation
of  the  Company  enforceable  against the Company in accordance with its terms,
except  as  such  enforceability  may  be  limited  by  applicable  bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or  affecting generally the enforcement of, creditors' rights and remedies or by
other  equitable  principles  of  general  application.  Anything  herein to the
contrary  notwithstanding,  this Agreement shall not become a binding obligation
of  the  Company  until  it has been accepted by the Company as evidenced by its
execution  by  a  duly  authorized  officer.

     4.3     AGREEMENT  NOT  IN  CONFLICT.
             ----------------------------

     The  execution  and  delivery  of  this  Agreement  by  the Company and the
completion  of the transactions contemplated hereby do not and will not conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute  a default under (whether after notice or lapse of time or both): (A)
any  statute,  rule  or  regulation  applicable  to the Company; (B) the charter
documents, by-laws or resolutions of the Company which are in effect at the date
hereof;  (C)  any  mortgage,  note,  indenture, contract, agreement, instrument,
lease or other document to which the Company is a party or by which it is bound;
or  (D) any judgment, decree or order binding the Company or, to the best of its
knowledge,  information  and  belief,  the  property  or  assets of the Company.

     4.4     AUTHORIZED  AND  OUTSTANDING  CAPITAL  STOCK.
             ---------------------------------------------

          The  Company's  authorized  capital  stock  of  consists of 50,000,000
shares  of  common  stock,  $0.001 par value per share; and, as at the Reference
Date  (as  hereinafter defined) there were 44,343,522 of common stock issued and
outstanding and no shares of preferred stock issued and outstanding.   If all of
the  Offered  Shares  are  sold  there will be an aggregate of 45,343,522 shares
issued  and  outstanding.

     4.5     REPORTING  ISSUER.
             ------------------

     The  Company  is  a  reporting  issuer under the Securities Exchange Act of
1934,  as  amended  (the "EXCHANGE ACT") and files current, quarterly and annual
reports  with  the  SEC on forms 8-K, 10-QSB and 10-KSB under such Exchange Act.


                                                                               4
<PAGE>
5.     REPRESENTATIONS,  WARRANTIES  AND  ACKNOWLEDGEMENTS  OF  SUBSCRIBER.
       -------------------------------------------------------------------

     The  Subscriber  represents,  warrants  and  covenants to the Company that:

     5.1     ORGANIZATION;  AUTHORITY.
             ------------------------

     The  Subscriber  has the requisite power and authority to enter into and to
consummate the transactions contemplated hereby and to carry out its obligations
hereunder.  The  Subscriber,  if:

     (a)     a  company,  trust, partnership, qualified plan or other entity, it
is  duly incorporated or formed, validly existing and in good standing under the
laws  of the jurisdiction of its organization and is authorized and qualified to
become  a holder of the Subscribed for Shares, the person signing this Agreement
on  behalf  of  such entity has been duly authorized to execute and deliver this
agreement,  and  the  acquisition of the Subscribed for Shares by the Subscriber
and  the  consummation by the Subscriber of the transactions contemplated hereby
have been duly authorized by all necessary action to be taken on the part of the
Subscriber;  or

     (b)     If  the  Subscriber  is  not  an individual, the Subscriber has the
requisite  power,  authority  and  legal  capacity  to  execute and deliver this
Subscription  Agreement,  to  perform  all  of  its obligations hereunder and to
undertake  all  actions  required of the Subscriber hereunder, and all necessary
approvals  of  its  directors, partners, shareholders, trustees or otherwise (as
the  case  may  be)  with  respect  to such matters have been given or obtained.

     (c)     in any case, this Agreement has been duly executed and delivered by
the  Subscriber  and  constitutes  a valid and legally binding obligation of the
Subscriber,  enforceable  against  the Subscriber, in accordance with its terms,
subject  to  applicable  bankruptcy,  insolvency,  fraudulent  transfer,
reorganization, moratorium and similar laws of general applicability relating to
or  affecting  creditors'  rights generally and to general principles of equity.
The  entering  into  of  this Agreement and the transactions contemplated hereby
will  not  result  in  a  violation of any of the terms or provisions of any law
applicable  to  the Subscriber, or any of the Subscriber's charter documents, or
of  any  agreement  to  which the Subscriber is a party or by which it is bound.

     5.2     ACQUISITION  OF  SUBSCRIBED  FOR  SHARES  FOR  INVESTMENT.
             ---------------------------------------------------------

     The  Subscriber is acquiring the Subscribed for Shares as principal for its
own  account  for  investment  purposes  only  and  not  with  a  view to or for
distributing  or  reselling  the  Subscribed  for  Shares or any part thereof or
interest therein, without prejudice, however, to the Subscriber's right, subject
to  the provisions of this Agreement and in accordance with all applicable laws,
at  all times to sell or otherwise dispose of all or any part of such Subscribed
for  Shares  as  otherwise permitted hereunder. Except as otherwise disclosed in
writing  to the Company, the Subscriber is not acting jointly or in concert with
any  other  person  or  company for the purposes of acquiring any of the Offered
Shares.


                                                                               5
<PAGE>
     5.3     EXPERIENCE  OF  SUBSCRIBER.
             --------------------------

     The  Subscriber either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to  be  capable  of  evaluating  and  assessing  the  merits  and  risks  of the
prospective  investment  in  the Subscribed for Shares, and has so evaluated the
merits  and  risks of such investment and has determined that the Subscribed for
Shares  are  suitable  to  investment  for  him.

     5.4     ABILITY  OF  SUBSCRIBER TO BEAR RISK OF INVESTMENT.  The Subscriber
             --------------------------------------------------
acknowledges  that  the  purchase  of  the  Subscribed  for  Shares  is a highly
speculative  investment,  involving  a high degree of risk and the Subscriber is
able  to  bear  the economic risk of an investment in the Subscribed for Shares;
and,  at the present time, is able to afford a complete loss of such investment.

     5.5     NO CONFLICT OR VIOLATION.  The execution, delivery, and performance
             ------------------------
of  this  Agreement  by  Subscriber  and  the  consummation by Subscriber of the
transactions  contemplated  hereby will not conflict with or result in a default
under  the  terms  of any material contract, agreement, obligation or commitment
applicable  to  Subscriber.  The  execution,  delivery  and  performance  by the
Subscriber  of this Subscription Agreement and the completion of the transaction
contemplated  hereby  do  not  and  will  not  result in a violation of any law,
regulation,  order  or  ruling applicable to the Subscriber, and do not and will
not  constitute  a  breach  of  or default under any of the Subscriber's charter
documents  (if the Subscriber is not a natural person) or any agreement to which
the  Subscriber  is  a  party  or  by  which  it  is  bound.

     5.6     REGULATION  S  REPRESENTATIONS,  ACKNOWLEDGEMENTS  AND  WARRANTIES.
             -------------------------------------------------------------------

     (a)     The  Subscriber  acknowledges  that  the  Subscribed for Shares are
being  offered  and  sold  in  reliance  on the exemptions from the registration
requirements  of  the  1933  Act  provided  by the provisions of Regulation S as
promulgated  under  the  1933 Act, and that the Subscribed for Shares may not be
resold  in the United State or to a US Person as defined in Regulation S, except
pursuant  to  an  effective  registration  statement  or  an  exemption from the
registration  provisions  of  the 1933 Act as evidenced by an opinion of counsel
acceptable  to the Company, and that in the absence of an effective registration
statement  covering  the  Subscribed  for  Shares or an available exemption from
registration  under  the  1933  Act,  the  Subscribed  for  Shares  must be held
indefinitely.  The  Subscriber  further  acknowledges that this Agreement is not
intended  as a plan or scheme to evade the registration requirements of the 1933
Act;

     (b)     The  Subscriber  is  a  resident  of  the  country set forth on the
signature  page  hereto;

     (c)     the Subscriber is not a "US PERSON" as that term is defined in Rule
902  of  Regulation  S,  as  more  fully  set  forth  in  EXHIBIT  A  hereto;
                                                          ----------

     (d)     the  Subscriber  is  not,  and  on the Closing Date will not be, an
affiliate  of  the  Company;

     (e)     the  Subscriber  agrees that all offers and sales of the Subscribed
for  Shares  shall  be


                                                                               6
<PAGE>
made  in compliance with all applicable laws of any applicable jurisdiction and,
particularly, in accordance with Rules 903 and 904, as applicable, of Regulation
S or pursuant to registration of the Subscribed for Shares under the 1933 Act or
pursuant to an exemption from registration.  In any case, none of the Subscribed
for  Shares  have  been and will be offered or sold by the Subscriber to, or for
the  account or benefit of a U.S. Person or within the United States until after
the  end  of a one year period commencing on the date on which this Agreement is
accepted  by the Company (the "DISTRIBUTION COMPLIANCE PERIOD"), except pursuant
to  an  effective  registration  statement as to the Subscribed for Shares or an
applicable  exemption  from  the  registration  requirements  of  the  1933 Act.

     (f)     the  Subscribed  for Shares have not been offered to the Subscriber
in  the  United  States  and the individuals making the decision to purchase the
Subscribed  for  Shares and executing and delivering this Agreement on behalf of
the Subscriber were not in the United States when the decision was made and this
Agreement  was  executed  and  delivered;

     (g)     the  Subscriber will not engage in any activity for the purpose of,
or  that  could  reasonably  be expected to have the effect of, conditioning the
market  in  the  United  States  for  any  of  the  Subscribed  for  Shares;

     (h)     neither  the  Subscriber nor any of his affiliates will directly or
indirectly  maintain any short position, purchase or sell put or call options or
otherwise  engage  in any hedging activities in any of the Subscribed for Shares
or  any  other  Subscribed  for Shares of the Company until after the end of the
Distribution  Compliance  Period,  and  acknowledges  that  such  activities are
prohibited  by  Regulation  S.

     5.7     TRANSFER  OF  RESTRICTIONS.
             ---------------------------

     (a)     The  Subscriber  acknowledges  that  the  certificates representing
Subscribed  for  Shares  shall  bear  a  legend  substantially  as  follows:


     "THE  SECURITIES  TO  WHICH  THIS  CERTIFICATE  RELATES  HAVE NOT BEEN
     REGISTERED  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
     (THE  "1933 ACT") AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER
     AND  MAY  NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE
     UNITED  STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS
     DEFINED  IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT AS TO SUCH SECURITIES UNDER, IN COMPLIANCE WITH REGULATION S
     AND/OR  OTHER APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS
     OF  THE  1933  ACT,  OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT
     PURSUANT  TO  PROSPECTUS  EXEMPTIONS  UNDER  THE APPLICABLE PROVINCIAL
     SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE
     BY  THE  APPROPRIATE  PROVINCIAL SECURITIES REGULATOR, IN EACH CASE AS
     EVIDENCED  BY  AN  OPINION  OF  COUNSEL  ACCEPTABLE  TO  THE COMPANY."


                                                                               7
<PAGE>
     (b)     The  Subscriber  understands  and acknowledges that the Company has
the  right  not  to  record  a  purported  transfer of the Subscribed for Shares
without  the  Company  being  satisfied that such transfer is exempt from or not
subject  to  registration  under  the  U.S.  1933  Act  and any applicable state
securities  laws,  as  well  as  the  Canadian  Securities  Laws.


     (c)     The  Subscriber  understands  and  acknowledges  that except as set
forth  in  Section  7  hereof,  the  Company is not obligated to file and has no
present  intention of filing with the Commission or with any state or provincial
securities  administrator any registration statement or prospectus in respect of
re-sales of the Subscribed for Shares in the country-regionplaceUnited States or
elsewhere.

     (d)     The Subscriber confirms that it has been advised to consult its own
legal  and  financial advisors with respect to the suitability of the Subscribed
for  Shares  as  an  investment  for  the Subscriber and the resale restrictions
(including  "hold  periods")  to which the Subscribed for Shares will be subject
under  applicable securities legislation and confirms that no representation has
been made to the Subscriber by or on behalf of the Company with respect thereto.

     (e)     The  Subscriber will not resell any Subscribed for Shares except in
accordance  with  the  provisions  of  any applicable securities legislation and
stock  exchange  rules.

     5.8     NO  OFFERING  MEMORANDUM.
             ------------------------

     The  Subscriber  acknowledges  that the offering is being conducted without
delivery  of  an  offering  memorandum  and  that  it has not relied on any oral
representation,  warranty  or information in connection with the offering of the
Subscribed for Shares by the Company, or any officer, employee, agent, affiliate
or  subsidiary  of  the  Company.

     5.9     NO  APPROVAL  BY  REGULATORY  AUTHORITY.
             ---------------------------------------

     The  Subscriber  understands that no securities commission, stock exchange,
governmental  agency,  regulatory body or similar authority has made any finding
or  determination  or  expressed  any  opinion  with respect to the merits of an
investment  in  Offered  Shares  of  which the Subscribed for Shares are a part.

     5.10     NO  REPRESENTATION  AS  TO  VALUE  OF  SUBSCRIBED  FOR  SHARES.
              --------------------------------------------------------------

     The  Subscriber confirms that neither the Company nor any of its directors,
employees,  officers,  consultants,  agents  or  affiliates,  has  made  any
representations  (written  or oral) to the Subscriber regarding the future value
of  the  Subscribed  for  Shares  and  acknowledges  and  confirms  that  no
representation  has  been  made to the Subscriber with respect to the listing of
the  Subscribed  for Shares on any exchange or that application has been or will
be made be made for such listing. In making its investment decision with respect
to  the  Subscribed  for  Shares, the Subscriber has relied solely upon publicly
available information relating to the Company and not upon any verbal or written
representation  made  by  or  on  behalf  of  the  Company.


                                                                               8
<PAGE>
     5.11     NO  ADVERTISEMENT.
              -----------------

     The  Subscriber  is  not  and  has not become aware of any advertisement in
printed  public  media  or  on  radio, television or other form of communication
(including  electronic  display  such  as  the  Internet)  with  respect  to the
Offering.

     5.12     CONDITIONAL  CITYPLACESALE.
              --------------------------

     The Subscriber understands that the sale and delivery of the Subscribed for
Shares  is  conditional  upon  such  sale being exempt from the registration and
prospectus  requirements  under  applicable  securities  legislation or upon the
issuance of such orders, consents or approvals as may be required to permit such
sale  and  delivery  without  complying  with  such  requirements.

     5.13     NO  JOINT  ACTION.
              -----------------

     Except  as disclosed in writing to the Company, the Subscriber does not act
jointly  or  in  concert  with  any  other person or company for the purposes of
acquiring  the  Subscribed  for  Shares.

     5.14     TAX CONSEQUENCES.
              ----------------

     The investment in the Shares may have tax consequences under applicable
taxation laws, that it is the sole responsibility of the Subscriber to determine
and assess such tax consequences as may apply to its particular circumstances,
and the Subscriber has not received and is not relying on the Company for any
tax advice whatsoever.


6.     RELIANCE  AND  INDEMNIFICATION.
       ------------------------------

     6.1     RELIANCE  AND  TIMELINESS.
             -------------------------

     The  Subscriber  understands and acknowledges that (i) the Shares are being
offered and sold to the Subscriber without registration under the Securities Act
or  applicable  Canadian  Securities  Laws in a private placement that is exempt
from  the  registration provisions of the Securities Act and/or the registration
and  prospectus requirements of applicable Canadian Securities Laws and (ii) the
availability  of  such  exemption, depends in part on, and the Company will rely
upon,  the  accuracy  and  truthfulness  of,  the  foregoing representations and
warranties  and  the Subscriber hereby consents to such reliance. The Subscriber
agrees  that  the  representations,  warranties  and covenants of the Subscriber
contained  herein (or in any Representation Letter executed and delivered by the
Subscriber  pursuant to the provisions hereof) shall be true and correct both as
of  the execution of this Subscription Agreement and as of the Closing Date, and
shall  survive the completion of the distribution of the Shares.  The Subscriber
hereby  agrees  to  notify  the  Company  immediately  of  any  change  in  any
representation,  warranty,  covenant  or  other  information  relating  to  the
Subscriber  contained  in  this  Agreement  which  takes place prior to Closing.


                                                                               9
<PAGE>
     6.2     INDEMNIFICATION.
             ----------------

     The  Subscriber  agrees to indemnify the Company, and each of its officers,
directors,  employees,  consultants  and  agents  from  and  against all losses,
claims, costs, expenses, damages or liabilities that any of them they may suffer
or  incur  as  a  result  of  or  in  connection  with  their  reliance  on such
representations,  warranties  and  covenants.  The  Subscriber  acknowledges and
agrees  that the Company acts as trustee of the Subscriber's covenants hereunder
for  each of its officers, directors, employees, consultants and agents entitled
to indemnity hereunder and shall be entitled to enforce such covenants on behalf
of  such  persons.

7.     REGISTRATION  OF  OFFERED  SHARES.
       ----------------------------------

     7.1     FILING OF REGISTRATION STATEMENT.     Within 270 days following the
Closing  Date (the "FILING PERIOD") the Company shall file, or cause to be filed
on  its  behalf,  a  Registration  Statement, with respect to all of the Offered
Shares  with  the  United  States  Securities  and  Exchange  Commission  (the
"COMMISSION"),  and  will  use  its  best  efforts  to  cause  such Registration
Statement  to  be  declared  effective  by  the Commission. The Company shall be
obligated  to maintain such Registration Statement effective for a period of two
(2)  years  from  the  effective  date  of  such  Registration  Statement.

     7.2     NOTICE  TO THE HOLDERS.     The Company shall notify the holders of
the Offered Shares (the "HOLDERS"), in writing (the "FILING NOTICE") at least 30
days  prior  to the intended date of filing of the Registration Statement of its
intention  to file the Registration Statement. The Holders of the Offered Shares
shall  provide  the Company with all information (as more specifically set forth
in  Section  7.4  hereof)  regarding  the  Holder necessary for inclusion in the
Registration  Statement  within  10  days  following  the  Filing  Notice.

     7.3     EXPENSES.  All  expenses incurred in connection with a registration
pursuant  to  this  Section 7, including without limitation all registration and
qualification  fees,  printers'  and  accounting fees, fees and disbursements of
counsel  for  the  Company  and the reasonable fees and disbursements of one (1)
counsel  for  the  selling  Holder or Holders up to an aggregate of $10,000, but
excluding  underwriters'  discounts  and  commissions,  shall  be  borne  by the
Company.  Each Holder participating in a registration pursuant to this Section 7
shall  bear  such  Holder's  proportionate  share  (based on the total number of
shares  sold  in such registration other than for the account of the Company) of
all  discounts,  commissions or other amounts payable to underwriters or brokers
in  connection  with such offering.  The Company is not responsible or obligated
to  pay  any  legal  fees  incurred  by  the  Holders  in  connection  with  the
Registration  Statement.

     7.4     INFORMATION ABOUT THE HOLDERS. It shall be a condition precedent to
             -----------------------------
the obligations of the Company to take any action pursuant to Section 7 that the
selling  Holders  shall  furnish  to  the  Company  such  information  regarding
themselves,  the  Offered  Shares  held  by  them  and  the  intended  method of
disposition  of  such  securities  as  shall  be  required  to timely effect the
registration  of  their  Offered  Shares.


                                                                              10
<PAGE>
     7.5     OBLIGATIONS  OF  THE  COMPANY.  Whenever  required  to  effect  the
             -----------------------------
registration  of  any Offered Shares under this Agreement, the Company shall, as
expeditiously  as  reasonably  possible:

     (a)     prepare  and file with the Commission a Registration Statement with
respect  to  such  Offered  Shares  and  use  its  best  efforts  to  cause such
Registration  Statement  to  become  effective,  and,  keep  such  Registration
Statement  effective for up to 2 years from the date such Registration Statement
is  declared  effective;

     (b)     prepare  and  file  with  the  Commission  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with  such  Registration  Statement  as  may  be  necessary  to  comply with the
provisions  of  the  1933  Act with respect to the disposition of all securities
covered  by  such  Registration  Statement;

     (c)     furnish  to  the  Holders  such  number  of copies of a prospectus,
including  a  preliminary prospectus, in conformity with the requirements of the
1933  Act,  and such other documents as they may be reasonably required in order
to  facilitate  the  disposition  of  the  Offered Shares owned by them that are
included  in  such  registration;

     (d)     use its best efforts to register and qualify the securities covered
by  such  Registration Statement under such other securities or Blue Sky laws of
such  jurisdictions  as  shall  be reasonably requested by the Holders, provided
that the Company shall not be required in connection therewith or as a condition
thereto  to  qualify  to  do business or to file a general consent to service of
process  in  any  such  states  or  jurisdictions;

     (e)     in  the  event  of any underwritten public offering, enter into and
perform  its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter(s) of such offering (it being understood and
agreed  that, as a condition to the Company's obligations under this clause (e),
each Holder participating in such underwriting shall also enter into and perform
its  obligations  under  such  an  agreement);

     (f)     notify  each  Holder of Offered Shares covered by such Registration
Statement  at  any  time  when  a  prospectus relating thereto is required to be
delivered  under the 1933 Act on the happening of any event as a result of which
the  prospectus  included  in  such  Registration  Statement, as then in effect,
includes  an  untrue  statement  of a material fact or omits to state a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading  in  the  light  of  the  circumstances  then  existing.

     7.6     INDEMNIFICATION.

     (a)     BY  THE  COMPANY.  To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners, officers and directors of
each  Holder,  any  underwriter (as defined in the 1933 Act) for such Holder and
each  person, if any, who controls such Holder or underwriter within the meaning
of  the  1933  Act  or the Exchange Act, against any losses, claims, damages, or
liabilities  (joint  or several) to which they may become subject under the 1933
Act,  the  Exchange  Act  or other federal or state law, insofar as such losses,
claims,


                                                                              11
<PAGE>
damages,  or  liabilities  (or  actions  in respect thereof) arise out of or are
based  upon  any  of  the  following  statements,  omissions  or  violations
(collectively  a  "Violation"):

     -    any untrue  statement  or  alleged  untrue  statement  of  a  material
          fact  contained  in  such  Registration  Statement,  including  any
          preliminary  prospectus  or  final prospectus contained therein or any
          amendments  or  supplements  thereto;

     -    the omission  or  alleged  omission  to  state therein a material fact
          required  to  be  stated  therein, or necessary to make the statements
          therein  not  misleading;  or

     -    any violation  or  alleged  violation  by  the  Company  of  the  1933
          Act, the Exchange Act, any federal or state securities law or any rule
          or  regulation promulgated under the 1933 Act, the Exchange Act or any
          federal  or  state  securities  law  in  connection  with the offering
          covered  by  such  Registration  Statement;

and  the  Company will reimburse each such Holder, partner, officer or director,
underwriter  or  controlling  person  for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any
such  loss,  claim,  damage,  liability  or  action; provided, however, that the
indemnity  agreement contained in this subsection (a) shall not apply to amounts
paid  in settlement of any such loss, claim, damage, liability or action if such
settlement  is  effected without the consent of the Company (which consent shall
not  be unreasonably withheld), nor shall the Company be liable in any such case
for  any  such  loss,  claim,  damage, liability or action to the extent that it
arises  out of or is based upon a Violation which occurs in reliance upon and in
conformity  with  written  information furnished expressly for use in connection
with  such  registration by such Holder, partner, officer, director, underwriter
or  controlling  person  of  such  Holder.

     (b)     BY  SELLING  HOLDERS.  To the extent permitted by law, each selling
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the Registration Statement, each person, if any,
who controls the Company within the meaning of the 1933 Act, any underwriter and
any  other Holder selling securities under such Registration Statement or any of
such  other  Holder's partners, directors or officers or any person who controls
such  Holder within the meaning of the 1933 Act or the Exchange Act, against any
losses,  claims,  damages or liabilities (joint or several) to which the Company
or  any  such  director,  officer, controlling person, underwriter or other such
Holder,  partner or director, officer or controlling person of such other Holder
may  become  subject  under  the  1933 Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereto)  arise out of or are based upon any Violation, in each case to
the  extent (and only to the extent) that such Violation occurs in reliance upon
and  in  conformity  with written information furnished by such Holder expressly
for  use  in  connection  with  such  registration;  and  each  such Holder will
reimburse any legal or other expenses reasonably incurred and as incurred by the
Company  or any such director, officer, controlling person, underwriter or other
Holder, partner, officer, director or controlling person of such other Holder in
connection  with  investigating  or  defending  any  such  loss,  claim, damage,
liability  or  action; provided, however, that the indemnity agreement contained
in  this Section 7.6.2 shall not apply to amounts paid in settlement of any such
loss,  claim,  damage,  liability  or  action  if  such


                                                                              12
<PAGE>
settlement  is  effected  without the consent of the Holder, which consent shall
not  be  unreasonably  withheld.

     (c)     NOTICE.  Promptly  after receipt by an indemnified party under this
Section  7.6  of  notice of the commencement of any Proceeding, such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 7.6, deliver to the indemnifying party a written notice
of  the  commencement thereof and the indemnifying party shall have the right to
participate  in,  and,  to the extent the indemnifying party so desires, jointly
with  any  other  indemnifying  party  similarly  noticed, to assume the defense
thereof  with  counsel  mutually satisfactory to the parties; provided, however,
that  an  indemnified party shall have the right to retain its own counsel, with
the  fees  and  expenses  to  be  paid  by  the  indemnifying  party,  if  joint
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party  is required to be refused by such counsel  due to actual or
potential  conflict  of  interests  between such indemnified party and any other
party  represented  by  such counsel in such proceeding.  The failure to deliver
written  notice  to  the  indemnifying  party  within  a  reasonable time of the
commencement  of  any  such action, if prejudicial to its ability to defend such
action,  shall  relieve  such  indemnifying  party  of  any  liability  to  the
indemnified party under this Section 7.6, but the omission so to deliver written
notice  to  the  indemnifying party will not relieve it of any liability that it
may  have  to  any  indemnified  party  otherwise  than  under this Section 7.6.

     7.7     DEFECT  ELIMINATED  IN  FINAL  PROSPECTUS.  The foregoing indemnity
agreements of the Company and Holders are subject to the condition that, insofar
as  they relate to any Violation made in a preliminary prospectus but eliminated
or  remedied  in  the amended prospectus on file with the Commission at the time
the  Registration  Statement  in  question  becomes  effective  or  the  amended
prospectus  filed  with  the  Commission pursuant to Commission Rule 424(b) (the
"Final  Prospectus"), such indemnity agreement shall not inure to the benefit of
any  person  if  a  copy  of  the  Final  Prospectus  (i)  was  furnished to the
indemnified  party  and (ii) was not furnished to the person asserting the loss,
liability,  claim  or  damage at or prior to the time such action is required by
the  1933  Act.


8.     MISCELLANEOUS.
       --------------

     8.1     AMENDMENT;  WAIVERS.
             -------------------

     No provision of this Agreement may be waived or amended except in a written
instrument  signed,  in  the  case  of an amendment, by both the Company and the
Subscriber;  or,  in the case of a waiver, by the party against whom enforcement
of  any  such  waiver  is  sought.  No waiver of any default with respect to any
provision,  condition  or  requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other provision, condition or
requirement  hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to  it  thereafter.


                                                                              13
<PAGE>
     8.2     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.
             ----------------------------------------------

     All  representations, warranties and agreements contained herein or made in
writing  by  or  on behalf of any party to this Agreement in connection herewith
shall  survive  the  execution  and  delivery  of  this  Agreement.

     8.3     SUCCESSORS  AND  ASSIGNS;  NO  THIRD  PARTY.
             -------------------------------------------

     All covenants and agreements in this Agreement contained by or on behalf of
the parties hereto shall be binding upon and inure to the benefit of the parties
and  their respective successors and assigns and, to the extent provided in this
Agreement.

     8.4     NOTICES.
             -------

     Any  and  all  notices  or  other  communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or
communication  is  delivered  via  facsimile  at  the facsimile telephone number
specified  in  this  Section  prior  to  4:30  p.m. (Pacific Standard Time) on a
business  day,  (ii)  the  business  day after the date of transmission, if such
notice  or  communication  is delivered via facsimile at the facsimile telephone
number  specified  in  the this Agreement later than 4:30 p.m. (Pacific Standard
Time)  on  any  date and earlier than 11:59 p.m. (Pacific Standard Time) on such
date,  (iii)  the  business  day  following  the  date  of  mailing,  if sent by
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the  party  to  whom  such notice is required to be given.  The address for such
notices  and  communications  shall  be  as  follows:

     If to the Company:     Aurora  Gold  Corporation
                            30  Ledger  Road
                            Balcatta,  Western  Australia
                            6021  Australia


     If  to the Subscriber: At the address set forth below the Subscriber's name
on  the  signature  page  hereto;  or such other address as may be designated in
writing  hereafter,  in  the  same  manner,  by  such  party.

     8.5     HEADINGS.
             --------

     The headings herein are inserted for convenience only and do not constitute
a part of this Agreement.  Whenever the context requires, the gender of any word
used  in  this  Agreement  includes  the  masculine, feminine or neuter, and the
number of any word includes the singular or plural. Unless the context otherwise
requires, all references to articles and sections refer to articles and sections
of  this  Agreement,  and  all references to schedules are to schedules attached
hereto,  each  of  which is made a part hereof for all purposes. The descriptive
headings of the several articles and sections of this Agreement are inserted for
purposes  of reference only, and shall not affect the meaning or construction of
any  of  the  provisions  hereof.


                                                                              14
<PAGE>
     8.6     GOVERNING  LAW;  CONSENT  TO  JURISDICTION.
             ------------------------------------------

     The  corporate  laws  of  the  State  of  Delaware  shall govern all issues
concerning  the  relative  rights of the Company and its stockholders. All other
questions  concerning the construction, validity, enforcement and interpretation
of  this  Agreement  shall  be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule  (whether  of  the State of New York or any other jurisdictions) that would
cause  the  application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the  state and federal courts sitting the City of New York, for the adjudication
of  any  dispute  hereunder  or  in  connection herewith or with any transaction
contemplated  hereby  or  discussed  herein,  and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought  in  an inconvenient forum or that the venue of such
suit,  action  or  proceeding  is improper. Each party hereby irrevocably waives
personal  service  of  process  and consents to process being served in any such
suit,  action  or  proceeding  by  mailing  a  copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or  unenforceable  in  any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.
EACH  PARTY  HEREBY  IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST,  A  JURY  TRIAL  FOR  THE  ADJUDICATION  OF ANY DISPUTE HEREUNDER OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT  OF  THIS  AGREEMENT  OR  ANY TRANSACTION
CONTEMPLATED  HEREBY.

     8.7     REMEDIES.
             --------

     In  addition  to  being  entitled to exercise all rights provided herein or
granted  by  law, including recovery of damages, the Subscriber will be entitled
to  specific  performance  of  the  obligations  of  the Company hereunder.  The
Company  and  the  Subscriber  agree that monetary damages would not be adequate
compensation  for  any  loss incurred by reason of any breach of its obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific  performance  of  any  such obligation the defense that a remedy at law
would  be  adequate.

     8.8     ENTIRE  AGREEMENT.
             -----------------

     This  Agreement  and  the  other  writings  referred to herein or delivered
pursuant  hereto  contain the entire agreement among the parties with respect to
the  subject  matter  hereof  and  supersede  all  prior  and  contemporaneous
arrangements  or  understandings  with  respect  thereto.


                                                                              15
<PAGE>
     8.9     SEVERABILITY.
             ------------

     Any  provision of this Agreement that is prohibited or unenforceable in any
jurisdiction  shall,  as  to  such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  the  parties  will  attempt  to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefore, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.  Any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     8.10     COUNTERPARTS.
              ------------

     This  Agreement  may  be executed in two or more counterparts, all of which
shall  be  considered one and the same agreement and shall become effective when
counterparts  have  been  signed by each party and delivered to the other party.
This  Agreement, once executed by a party, may be delivered to the other parties
hereto  by  facsimile  transmission  of  a  copy  of  this Agreement bearing the
signature  of the party so delivering this Agreement. In the event any signature
is  delivered  by facsimile transmission, the party using such means of delivery
shall  cause  the  manually  executed  execution page(s) hereof to be physically
delivered  to the other party within five days of the execution hereof, provided
that  the  failure  to so deliver any manually executed execution page shall not
affect  the  validity  or  enforceability  of  this  Agreement.

     8.11     FEES AND EXPENSES.
              -----------------

     Except as otherwise provided herein, each of the parties hereto shall pay
its own fees and expenses, including attorney fees, in connection with the
transactions contemplated by this Agreement.

     8.12     REFERENCE DATE  AND EFFECTIVE DATE.
              -----------------------------------

     The  "REFERENCE  DATE" for this Agreement is January 23, 2006.  The date of
acceptance of this Agreement by the Company, as set forth on the signature page,
shall  be  the  "EFFECTIVE  DATE"  hereof.

                       SIGNATURES APPEAR ON THE NEXT PAGE

             [THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


                                                                              16
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto caused this Agreement to be duly
executed  as  of  the  dates  set  forth  below.

                                                NUMBER
-----------------------------------------       OF  SHARES:
 (NAME OF SUBSCRIBER - PLEASE PRINT)                       ---------------------

By:                                             AGGREGATE CONSIDERATION: $
    -------------------------------------                                 ------
(Signature  of  Subscriber)
                                                PAID  BY  DELIVERY  OF $
Print Name:                                                             --------
            ------------------------------
                                                DATE THE SUBSCRIPTION
Title:                                                                ----------

------------------------------------------      SUBSCRIBER'S  TAX
(Please print name of individual whose          IDENTIFICATION NO.  N/A
signature appears above if different than                         --------------
the  name  of  the  subscriber  printed
above.)                                         DATE  AGREEMENT
                                                SIGNED BY THE
                                                SUBSCRIBER:
                                                            --------------------

-----------------------------------------
(Subscriber's Address including Country
of Residence)


-----------------------------------------
(Telephone  Number)  (Facsimile  Number)



ACCEPTANCE
The  Company  hereby accepts the above subscription for Subscribed for Shares of
the  Company  effective  the  ______day  of  _____________, 2006.

AURORA  GOLD  CORPORATION

By:
    -------------------------
 Cameron  Richardson,  CFO


                                                                              17
<PAGE>
                                    EXHIBIT A
                                    ---------

                     REGULATION S - DEFINITION OF US PERSON
                     --------------------------------------

Rule  902(k)  of  Regulation  S  states:

(1)  "US person"  means:

     (i)  Any  natural  person  resident  in  the  United  States;  (1)

     (ii) Any partnership  or  Company  organized  or  incorporated  under  the
          laws  of  the  United  States;

    (iii) Any  estate  of  which  any executor or administrator is a US person;

     (iv) Any  trust  of  which  any  trustee  is  a  US  person;

     (v)  Any agency or branch of a foreign entity located in the United States;

     (vi) Any non-discretionary  account  or  similar  account  (other  than  an
          estate  or  trust) held by a dealer or other fiduciary for the benefit
          or  account  of  a  US  person;

    (vii) Any discretionary  account  or  similar  account  (other  than  an
          estate  or  trust)  held  by  a  dealer  or other fiduciary organized,
          incorporated, or (if an individual) resident in the United States; and

   (viii) Any  partnership  or  Company  if:

          (A)  Organized  or  incorporated  under  the  laws  of  any  foreign
               jurisdiction;  and

          (B)  Formed  by  a  US  person  principally  for  the  purpose  of
               investing in securities not registered under the 1933 Act, unless
               it  is  organized  or  incorporated,  and  owned,  by  accredited
               investors  (as  defined  in  Rule  501(a))  who  are  not natural
               persons,  estates  or  trusts.

(2)  The following  are  not  "US  persons":

     (i)  Any discretionary  account  or  similar  account  (other  than  an
          estate or trust) held for the benefit or account of a non-US person by
          a  dealer  or other professional fiduciary organized, incorporated, or
          (if  an  individual)  resident  in  the  United  States;

     (ii) Any estate  of  which  any  professional  fiduciary acting as executor
          or  administrator  is  a  US  person  if:


                                                                              18
<PAGE>
          (A)  An executor  or  administrator  of  the  estate  who  is not a US
               person  has  sold  or Subscribed for Shares investment discretion
               with  respect  to  the  assets  of  the  estate;  and

          (B)  The estate  is  governed  by  foreign  law;

    (iii) Any trust  of  which  any  professional  fiduciary  acting as trustee
          is a US person, if a trustee who is not a US person has sole or shared
          investment  discretion  with  respect  to  the  trust  assets,  and no
          beneficiary of the trust (and no settler if the trust is revocable) is
          a  US  person;

     (iv) An employee  benefit  plan  established  and  administrated  in
          accordance  with the law of a country other than the United States and
          customary  practices  and  documentation  of  such  country;

     (v)  Any  agency or branch of a US person located outside the United States
          if:

          (A)  The agency  or  branch  operates  for  valid  business  reasons;
               and

          (B)  The agency  or  branch  is  engaged  in the business of insurance
               or  banking  and  is  subject to substantive insurance or banking
               regulation,  respectively, in the jurisdiction where located; and

     (vi) The International  Monetary  Fund,  the  International  Bank  for
          Reconstruction  and  Development, the Inter-American Development Bank,
          the  Asian  Development Bank, the African Development Bank, the United
          Nations,  and  their  agencies,  affiliates and pension plans, and any
          other  similar international organizations, their agencies, affiliates
          and  pension  plans.

(1)  United  States.  "United  States"  means  the United States of America, its
territories and possessions, any State of the United States, and the District of
Columbia.


                                                                              19