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MINING LEASE

THIS
MINING LEASE (the Agreement) is made this _____ day of October, 2005 by and
between GREG KUZMA and HEIDI KUZMA, husband and wife (Owner); and MIRANDA
U.S.A., INC., a Nevada corporation (Lessee).

RECITALS

A.      Owner
owns and possesses thirty (30) unpatented lode mining claims situated in the
_______ Mining District, Elko County, Nevada. The claims are more particularly
described as follows:

Claim Names
    County Document Nos.
    BLM NumbersAngel Wings 1-27 and 30-32
    511426-511455
    NMC 854948-854977


The
foregoing claims are located in Section 24, T. 44 N., R. 69 E.; and Sections
18-19, T. 44 N., R. 70 E., MDM.

These
  claims, together with all ores, minerals, surface and mineral rights, and the
  right to explore for, mine, and remove the same, and all water rights and improvements,
  easements, licenses, rights-of-way and other interests appurtenant thereto,
  shall be referred to collectively as the Property.

B. The
  parties now desire to enter into an agreement giving Lessee the exclusive right
  to explore, develop, and mine the Property.

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THEREFORE,
the parties have agreed as follows:

SECTION ONE

Lease Term and Royalties

1.1      Term
of Lease. Owner hereby leases the Property to Lessee for a term of twenty
(20) years, and for so long thereafter as Lessee is engaged in mineral
development, mining, or reclamation and closure activities on the Property. The
Effective Date of this Agreement will be October _____, 2005, and all rights and
obligations shall be calculated on the basis of that date.

1.2      Advance
  Minimum Royalty Payments. Until production is achieved from the Property,
  Lessee shall make the following advance minimum royalty payments to Owner:

a.
  Lessee shall pay Owner the sum of THIRTY-FIVE THOUSAND DOLLARS ($35,000.00)
  upon execution of this Agreement.

b.
  Commencing with the first anniversary of the Effective Date, Lessee shall make
  the following advance minimum royalty payments to Owner:

Anniversary of Agreement
    Advance Minimum Royalty
      Payment1
    $35,000.002
    $40,000.003
    $45,000.004
    $55,000.005
    $65,000.00


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    $75,000.007 and all years thereafter
    $85,000.00


The
term advance minimum royalty shall mean that Owner will receive no production
royalties (Section 1.3 below) until Lessee has recaptured all advance royalty
payments previously made to Owner under this Agreement. Payments made to Owner
in any given lease year in which production occurs shall not be less than the
advance minimum royalty payable in that year had no production occurred. After
recapture, Lessee shall pay production royalties in excess of the annual advance
minimum royalties paid to Owner.

1.3     
Royalty on Production. Upon commencing production of valuable minerals
from the Property, Lessee shall pay Owner a royalty on production in accordance
with the following schedule:

Average Gold Price
    Net Smelter Return$250.00 (less than or equal to)
    2.0%$250.01 to $300.00
    2.5%$300.01 to $350.00
    3.0%$350.01 to $400.00
    3.5%$400.01 and above
    4.0%


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The
  term net smelter returns shall mean the gross value of ores or concentrates
  shipped to a smelter or other processor (the term gross value referring
  to the gross units of the metals out-turned by the refiner or smelter, as reported
  on the refinery and smelter settlement sheets, multiplied by the appropriate
  price per unit of the out-turned metals), less the following expenses actually
  incurred and borne by Lessee:

a.
  Taxes applicable under state, federal, or local law and any other tax or governmental
  levy or fee relating to production of precious metals or other products from
  the Property or the value thereof (other than taxes based upon income), it being
  understood that Owner and Lessee will pay their respective shares of the Nevada
  net proceeds of mine tax based upon their allocable shares, as determined by
  the Nevada Department of Taxation;

b.
  Charges and costs, if any, for transportation of doré metal or concentrates
  only from the mine or mill to places where the minerals are smelted, refined
  and/or sold, but not any charges or costs of transportation of mineral or ores
  from any mine on the Property to an autoclave, concentrator, crusher, heap,
  or other leach process, mill or plant which is not a smelter or refinery; and

c.
  Charges, costs (including assaying and sampling costs specifically related to
  smelting and/or refining), and all penalties, if any, for smelting and/or refining,
  but not any charges or costs of beneficiation, concentration, leaching, milling,
  mining, or other processing, except smelting and refining.

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In
the event smelting or refining are carried out in facilities owned or
controlled, in whole or in part, by Lessee, charges, costs and penalties for
such operations shall mean the amount Lessee would have incurred if such
operations were carried out at facilities not owned or controlled by Lessee then
offering comparable services for comparable products on prevailing terms. Lessee
shall not be allowed to deduct any charges or costs which are not otherwise
expressly allowed by this Agreement.

Payment
of production royalties shall be made not later than thirty (30) days after
receipt of payment from the smelter. All payments shall be accompanied by a
statement explaining the manner in which the payment was calculated.

The
price of gold, for the purpose of computing the net smelter percentage, shall be
the average of the London PM fix for gold for the twenty (20) business days
preceding the receipt of payment from the smelter.

If
  Lessee sells any concentrates, doré or ore of minerals other than gold
  or silver, the gross value shall be the value of such minerals determined by
  utilizing; (1) the mine weights and assays for such minerals; (2) a reasonable
  recovery rate for the minerals (which shall be adjusted annually to reflect
  the actual recovery rate of recovered or refined metal or product from such
  minerals); and (3) the monthly average price for the minerals or product of
  the minerals for the month in which the concentrates, doré or ore was sold.
  The monthly average price shall be determined by reference to the market for
  such minerals or product which is recognized in the mining industry as authoritative
  and reflective of the market for such minerals or product.

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If
Lessee produces refined or processed metals from minerals other than refined
gold or refined silver, then gross value shall be equal to the amount of the
proceeds received by Lessee during the month from the sale of such refined or
processed metals. Lessee shall have the right to sell such refined or processed
metals to an affiliated party, provided that such sales shall be considered,
solely for purposes of determining gross value, to have been sold at prices and
on terms no less favorable than those that would be obtained from an
unaffiliated third party in similar quantities and under similar
circumstances.

1.4      Area
of Influence. All claims located by Owner or Lessee within one (1) mile of
the exterior boundaries of the Property shall be subject to the terms and
conditions of this Agreement, including any claims that lie partially within the
Area of Interest, and shall be located in the Owners name. Lessee shall approve
all such locations in advance, and Lessee shall pay for all costs associated
with the claim locations. This Area of Influence shall not include any claims
presently owned or subsequently located by third parties, any fee lands or
patented claims, or any other mineral right or interest held by third parties.
Owner agrees to assist Lessee in identifying, in a timely manner, any targets
outside of the Property that should be located by Lessee; all such claims shall
become part of the Property. Any addition of claims pursuant to this Section 1.4
shall not alter the monetary provisions of this Agreement.

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1.5      Delivery
of Data. Upon execution of this Agreement Owner shall deliver to Lessee
copies of all maps, deeds, and other documents in its possession which pertain
to the claim title and boundaries, prior workings, production history, and so
forth.

SECTION TWO

Mining Operations

2.1      Right
to Explore, Develop and Mine. Upon execution of this Agreement, Lessee shall
have the right to make geological investigations and surveys, to drill on the
Property by any means, and to have all the rights and privileges incident to
ownership of the Property. However, Lessee may not commence development or
mining activities on the Property without first providing Owner with a copy of
the mine Plan of Operations approved by the lead government agency having
responsibility for such approval. Upon receiving the approved Plan of Operations
and confirmation that Lessee has posted all reclamation bonds required by
government agencies, Owner shall have the right and option, in Owners sole
discretion, to transfer title to the Property to Lessee by way of a Quitclaim
Deed. The Deed shall reserve to Owner the advance mineral royalties of Section
1.2, the production royalties of Section 1.3, and rights of inspection relating
to the royalty. There will be no consideration paid to Owner for the transfer of
title, and Lessee will assume all costs of filing the Quitclaim Deed. Following
transfer of title, Lessee shall own the Property, subject to the production
royalty reserved by Owner and the rights and obligations of Lessee and Owner set
forth in the Quitclaim Deed.

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2.2     
Conduct of Work. Lessee shall perform its exploration, development and
mining activities on the Property in accordance with good mining practice, shall
comply with the applicable laws and regulations relating to the performance of
mining operations on the Property, and shall comply with the applicable workers
compensation laws of the State of Nevada.

2.3      Liability
  and Insurance. During the term of the Agreement, Lessee shall indemnify
  and hold Owner harmless from any claims, demands, liabilities or liens arising
  out of Lessees activities on the Property. Lessee shall provide Owner
  with a certificate of insurance evidencing liability coverage for Lessees
  operations and agrees to purchase or otherwise arrange at its own expense and
  to keep in force at all times when it may be mining, exploring or in use of
  the Property, during the term of this Agreement, directly or through the services
  of any independent contractor, and at all times during the term of this Agreement,
  insurance, including, but not being limited to, the following:

a.
  Workmens Compensation Insurance covering all persons engaged in the performance
  of the work required by the laws of the state in which said work is performed;
  and

b.
  Comprehensive General Public Liability Insurance against claims for bodily injury
  or death or property damage arising out of or resulting from the use of the
  Property. Such insurance shall be in an amount not less than $1,000,000.00 per
  accident, increasing to $2,000,000.00 per accident upon commencement of production,
  provided that such insurance is reasonably available. The insurance policy shall
  name Owner as an additional insured.

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2.4     
Liens. Lessee shall keep the Property free and clear from any and all
mechanics or laborers liens arising from labor performed on or material
furnished to the Property at Lessees request. However, a lien on the Property
shall not constitute a default if Lessee, in good faith, disputes the validity
of the claim, in which event the existence of the lien shall constitute a
default thirty (30) days after the validity of the lien has been adjudicated
adversely to Lessee.

2.5      Installation
of Equipment. Lessee may install, maintain, replace, and remove during the
term of this Agreement any and all mining machinery, equipment, tools, and
facilities which it may desire to use in connection with its mining activities
on the Property. Upon termination of this Agreement for any reason, Lessee shall
have a period of six (6) months following such termination during which it may
remove all or part of the above items at its sole cost and expense. Owner may,
at Owners discretion, require Lessee to remove all of Lessees equipment from
the Property upon termination. Any equipment remaining on the Property after six
(6) months shall become the property of Owner.

2.6      Acquisition
of Permits. Lessee shall acquire all federal, state and county permits
required for its operations. Lessee shall be responsible for reclamation of only
those areas disturbed by Lessees activities. In the event that Lessee is
required to post a

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reclamation bond, the bond will revert to Lessee upon
satisfactory completion of the reclamation program. Lessee will deliver copies
of all permit applications to Owner within ten (10) days of filing such
applications with various permitting authorities.

2.7     
Commingling of Ore. Lessee shall have the right to commingle ores from
the Property with ores from other properties provided that Lessee shall first
determine the weight or volume of, sample and analyze all such ores, metals,
minerals and mineral products before they are so mixed or commingled and
accounts for Owners share of production. The right to commingle is granted for
the purpose of transportation, storage, milling, processing, leaching and/or
sale or disposition. In the event that commingling occurs, any determination of
weight or volume, sampling and analysis shall be made in accordance with sound
and generally accepted sampling and analytic practices and procedures. The
weight or volume and the analysis so derived shall be used as the basis of
allocation of earned mineral production royalties payable to Owner under this
Agreement in the event of a sale by Lessee of any materials that are so mixed or
commingled. Prior to commencing commingling, Lessee shall provide Owner with its
commingling plan and allow Owner a period of sixty (60) days to review the plan
and assure that Owners interests are protected.

2.8     
Drill Logs and Assays. Lessee shall, at Lessees cost, furnish to Owner
copies of all drill logs, exploration information, assays, metallurgical
studies, and other factual information (the Data) on or before January 31 of
each year with respect to

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exploration and mining activities conducted during the previous
calendar year. Lessee shall also furnish Data to Owner not later than December
31 or any year in which Lessee chooses to terminate this Agreement or upon the
expiration or other termination of this Agreement.

SECTION THREE

Inspection by Owner

3.1     
Inspection of Property. Owner, or Owners authorized agents or
representatives, shall be permitted to enter upon the Property at all reasonable
times for the purpose of inspection, but shall enter upon the Property at
Owners own risk and so as not to hinder unreasonably the operations of Lessee.
Owner shall indemnify and hold Lessee harmless from any damage, claim, or demand
by reason of injury to Owner or Owners agents or representatives on the
Property or the approaches thereto.

3.2      Inspection
of Accounts. Lessee agrees to keep accurate books of account reflecting the
mining operations on the Property, and Owner shall have the right, either
personally or through a qualified accountant of Owners choice and at Owners
cost, to examine and inspect the books and records of Lessee pertaining to the
mining, milling and shipping operations of Lessee. Owner shall contact Lessee in
advance of any inspection to arrange a mutually convenient time. All inspections
shall be conducted at Lessees place of business or, if the accounts are
maintained elsewhere, at such other location. Owner may not inspect Lessees
accounts more often than four times per year.

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SECTION FOUR

Taxes

Lessee
shall pay all taxes levied or assessed upon the Property and any improvements
placed on the Property by Lessee. Upon termination of this Agreement for any
reason, taxes shall be apportioned between the parties on a calendar year basis
for the remaining portion of the calendar year. However, Owner shall not be
liable for taxes on any tools, equipment, machinery, facilities, or improvements
placed upon the Property unless Lessee fails to remove them within the time
provided by this Agreement.

SECTION FIVE

Maintenance of Claims

5.1      Federal
Claim Maintenance Fees. Commencing with the 2005-2006 assessment year, and
as long as this Agreement remains in effect, Lessee shall pay all federal claim
maintenance fees required to maintain the Property in good standing. Lessee
shall make all federal payments to the Nevada Bureau of Land Management by
August 1 of each year and provide written evidence of payment to Owner not later
than August 10 of each year. Lessee shall record an Affidavit and Notice of
Intent to Hold in Elko County by October 1 of each year, and provide evidence of
recording to Owner by October 10 of each year. If Lessee terminates this
Agreement after June 1 of any year, Lessee shall be responsible for all claim
maintenance payments, both federal and county, for that assessment year.

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5.2     
Assessment Work. If the requirement of annual assessment work is restored
by Congress, Lessee shall be responsible for the performance of qualified
assessment work by September 1 of each assessment year. Lessee shall record an
Affidavit of Annual Assessment Work in Elko County by October 1 of each year and
shall file an Affidavit of Annual Assessment Work with the Nevada Bureau of Land
Management not later than December 1 of each year, with notice of such filings
to be provided to Owner within ten (10) days. In the event of termination after
June 1 of any calendar year, Lessee shall be responsible for the performance of
assessment work and all necessary filings for that assessment year.

5.3     
Relocation, Amendment, and Patent. At any time during which this
Agreement is in effect, Lessee may, with the express written consent of Owner
but at its own expense, relocate, amend or apply for patent on any of the
unpatented mining claims included in the Property, and such relocated, amended,
and patented claims shall be deemed to be covered by the provisions of this
Agreement.

5.4     
Mineral Leasing. In the event of repeal or substantial change in the
Mining Law of 1872, Lessee shall have whatever rights may be afforded to Owner
under the new laws, including (but not limited to) whatever preferred right
Owner may have to a lease from a governmental agency, subject to the payment to
Owner of the royalties prescribed in Section One.

SECTION SIX

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Termination and Default

6.1     
Termination. Lessee shall have the right to terminate this Agreement at
any time by giving written notice to Owner. In the event of termination for any
reason, Lessee shall deliver to owner a notice of termination of the lease in a
form acceptable for recording upon termination of this Agreement.

6.2     
Default. If Lessee fails to perform its obligations under this Agreement,
and in particular fails to make any payment due to Owner hereunder, Owner may
declare Lessee in default by giving Lessee written notice of default which
specifies the obligation(s) which Lessee has failed to perform. If Lessee fails
to remedy a default in payment within fifteen days (15) of receiving the notice
of default, or fails to remedy or commence to remedy any other default within
thirty (30) days of receiving notice, Owner may terminate this Agreement and
Lessee shall peaceably surrender possession of the Property to Owner. Notice of
termination shall be in writing and served in accordance with this
Agreement.

6.3      Obligations
  Following Termination. In the event of voluntary or involuntary termination,
  Lessee shall surrender possession of the Property to Owner and shall have no
  further liability or obligation under this Agreement except for its obligation
  (1) to pay its apportioned share of taxes, as provided for in Section Four;
  (2) to pay any advance and production royalties then owed to Owner; (3) to pay
  the cost of removal of all equipment as stated in Section 2.5; (4) to fulfill
  its reclamation responsibility as stated in Section 2.6; (5) to satisfy any
  accrued obligations or liabilities; and (6) to satisfy any other obligation
  imposed by this Agreement or by law.

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SECTION SEVEN

Notices and Payments

7.1     
Notices. All notices to Lessee or Owner shall be in writing and shall be
sent certified or registered mail, return receipt requested, to the addresses
below. Notice of any change in address shall be given in the same manner.

| | TO OWNER:       | Greg and Heidi Kuzma          
| | --------------- | ------------------------------
| |                 | P.O. Box 987                  
| |                 | Truckee, California 96160     
| |                 | Telephone: (530) 582-4173     
| |                 |                               
| | TO LESSEE:      | Miranda U.S.A., Inc.          
| |                 | 5900 Philoree Lane            
| |                 | Reno, Nevada 89511            
| |                 | Telephone: (775) 849-2348     
| |                 | Telecopier: (775) 849-2336    
| |                 |                               
| |                 |                               
| | With a copy to: | Miranda Gold Corp             
| |                 | 1410 - 800 W. Pender Street   
| |                 | Vancouver, British Columbia   
| |                 | Canada V6C 2V6                
| |                 | Telephone: (604) 689-1659     
| |                 | Telecopier: (604) 689-1722    
| |                 |                               
| | With a copy to: | Richard W. Harris, Esq.       
| |                 | Harris & Thompson             
| |                 | 6121 Lakeside Drive, Suite 260
| |                 | Reno, Nevada 89511            

7.2     
  Payments. All payments shall be in U.S. currency payable to Owner at
  the address above.

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SECTION EIGHT

Assignment

Lessee
may not assign this Agreement without first obtaining Owners prior written
consent, which shall not be unreasonably withheld. Owner may consider the
proposed assignees financial condition, litigation history, regulatory
compliance history, and existing or past mineral production activity in deciding
whether to grant or withhold consent to Lessees assignment of its rights under
this Agreement.

SECTION NINE

Warranty of Title

9.1     
Warranty. Owner represents, to the best of Owners knowledge and belief
at the execution of this Agreement, that Owner owns and possesses the unpatented
mining claims described in Recital A and all lode mineral rights within the
boundary of these claims, subject to the paramount title of the United States
(but excepting those portions that may overlap adjacent fee lands); that the
claims have been properly staked in accordance with industry standards; that the
claims have been properly maintained through payment of federal claim
maintenance fees to the Bureau of Land Management and by recording Affidavits
and Notices of Intent to Hold with the Elko County Recorders Office; that the
claims are valid under the mining laws of the United States and the State of
Nevada; and that Owner has and will continue to have the right to

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commit the claims to this Agreement. Owner further represents
that all records have been filed with the Bureau of Land Management pursuant to
43 C.F.R., Subpart 3833, and Owner is not aware of any claim disputes, legal
actions, or hazardous environmental conditions affecting the Property. Owner
does not represent that there exists a discovery of valuable minerals on any of
the claims comprising the Property.

9.2     
No Liability for Loss of Claims. Lessee shall not be held liable for the
loss of any claims due to any act of governmental agencies, provided that Lessee
has taken all reasonable and legal means to protect and maintain such
claims.

SECTION TEN

Force Majeure

10.1     
Suspension of Obligations. If Lessee is prevented by Force Majeure from
timely performance of any of its obligations hereunder (except the payment of
advance minimum royalties, payment and performance of all obligations for
maintenance of the claims, provision of adequate liability insurance, and other
legal requirements for maintenance and protection of the Property), the failure
of performance shall be excused and the period for performance shall be extended
for an additional period equal to the duration of Force Majeure. Upon the
occurrence and upon the termination of Force Majeure, Lessee shall promptly
notify Owner in writing. Lessee shall use reasonable diligence to remedy Force
Majeure, but shall not be required to contest the validity of any law or
regulation or any action or inaction of civil or military authority.

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10.2     
Definition of Force Majeure. Force Majeure means any cause beyond a
party's reasonable control, including law or regulation; action or inaction of
civil or military authority; inability to obtain any license, permit, or other
authorization that may be required to conduct operations on or in connection
with the Property; interference with mining operations by a lessee of oil, gas,
or geothermal resources under the Property; unusually severe weather; mining
casualty; unavoidable mill shutdown; damage to or destruction of mine plant or
facility; fire; explosion; flood; insurrection; riot; labor disputes; inability
after diligent effort to obtain workmen or material; delay in transportation;
and acts of God (but excepting any obligation to pay money).

10.3     
Economic Force Majeure. During the extended term of this Agreement,
Lessee shall have the right to suspend operations and hold the Property during
periods of Economic Force Majeure. Economic Force Majeure shall mean periods
during which the price of gold or other mineral commodities is too low to allow
economic recovery and sale of ore from the Property. However, Lessee shall
continue to pay advance royalties during conditions of Economic Force
Majeure.

SECTION ELEVEN

Miscellaneous Provisions

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

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11.2      Applicable
Law. The terms and provisions of this Agreement shall be interpreted in
accordance with the laws of the State of Nevada. Any action to resolve disputes
between the parties shall be commenced and tried in the Second Judicial District
Court, Washoe County, Nevada.

11.3      Notice
of Non-Responsibility. Owner may record a Notice of Non-Responsibility
pursuant to NRS 108.234(1) stating that Owner will not be responsible for any
existing or intended work, construction, alteration or repair of improvements on
the Property.

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

11.5     
Recording Memorandum of Agreement. The parties hereto agree to execute a
Memorandum of this Agreement (short form) for the purpose of recording same in
the records of Elko County, Nevada so as to give public notice, pursuant to the
laws of the State of Nevada, of the existence of this Agreement.

11.6     
  Void or Invalid Provisions. If any term, provision, covenant or condition
  of this Agreement, or any application thereof, should be held by a court of
  competent jurisdiction to be invalid, void or unenforceable, all provisions,
  covenants and conditions of this Agreement, and all applications thereof not
  held invalid, void or unenforceable, shall continue in full force and effect
  and shall in no way be affected, impaired, or invalidated thereby.

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11.7     
Time of the Essence. Time is of the essence of this Agreement and each
and every part thereof.

11.8     
Confidentiality. So long as this Agreement is in effect, all reports and
data provided by Lessee to Owner shall be held in strictest confidence, and
Owner shall not disclose such information without Lessees prior written
consent.

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

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

| |                                      |                       
| | ------------------------------------ | ----------------------
| | GREG KUZMA                          
| |                                      |                       
| |                                      |                       
| |                                      |                       
| | HEIDI KUZMA                         
| |                                      |                       
| |                                      |                       
| |                                      |                       
| | MIRANDA U.S.A., INC., a
      Nevada
| | corporation                         
| |                                      |                       
| | By:                                  |                       
| |                                      | KENNETH D. CUNNINGHAM,
| |                                      | President             

miranda/7589 mining lease with option to purchase (kuzma)
10-05

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