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November 15, 2005

Mr. Dennis L. Higgs and Mr. Kenneth Cunningham Miranda Gold
Corp.Miranda U.S.A., Inc.Suite 1410  800 West Pender Street
Vancouver, B.C.Canada V6C 2V6

|Re: | Binding Letter Agreement for
      Exploration and Development and Mining Joint Venture on the Fuse
      West Project, Eureka County, Nevada.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|

Dear Dennis and Ken:

This
letter will confirm the agreement we have reached and set forth the terms and
conditions of an Exploration and Development Agreement among Placer Dome U.S.
Inc. (PDUS), Miranda Gold Corp. (Miranda) and Miranda U.S.A., Inc., a
wholly-owned subsidiary of Miranda (MUI), covering MUIs Fuse West Project
located in Eureka County, Nevada (the Property), as more particularly
described in Exhibit A attached hereto and incorporated herein by reference.
Pursuant to this letter agreement, which the parties agree is effective as of
September 28, 2005 (the Effective Date) PDUS will have the exclusive right to
conduct exploration and development activities on the Property and, if PDUS
elects to fulfill certain payment and expenditure requirements, PDUS will
acquire an interest in the Property and the parties will enter into a Joint
Venture Agreement covering future activities on the Property. PDUS, Miranda and
MUI will be collectively referred to hereinafter as the Parties, and
individually as a Party.

**I.**       **INITIAL
AGREEMENTS**

A.
Within five business days after the date of execution of this letter agreement
by each of Miranda and MUI (the Execution Date), PDUS shall make an initial
payment to MUI of $3,000 (the Initial Payment). In addition, within five
business days after the Execution Date, PDUS shall promptly make a payment to
MUI in the amount of $2,375 (the Reimbursement Payment). The Reimbursement
Payment shall reimburse MUI for claim maintenance fees paid with respect to the
Claims (as defined in Section II.C.2) in August of 2005.

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Mr. Dennis L. Higgs November __, 2005 Page 2

B.      Upon
execution of this letter agreement, MUI shall make available to PDUS all
records, information and data in its possession or reasonably available to it
relating to title to the Property or environmental conditions at or pertaining
to the Property, and all maps, assays, surveys, technical reports, drill logs,
samples, mine, mill, processing and smelter records, and metallurgical,
geological, geophysical, geochemical, and engineering data, and interpretive
reports derived therefrom, concerning the Property, and PDUS, at its expense,
may copy any such records, information and data that PDUS desires. MUI makes no
representation or warranty as to the accuracy, reliability or completeness of
any such records, information or data, and PDUS shall rely on the same at its
sole risk. If at any time on or before 5:00 p.m. Pacific Standard Time on the
date that is 60 days after the Effective Date of this letter agreement (the Due
Diligence Period), PDUS notifies MUI of a defect in title to all or any portion
of the Claims that is unacceptable to PDUS in its sole discretion, or of
environmental conditions associated with the Property that are unacceptable to
PDUS in its sole discretion, PDUS may terminate this letter agreement. In the
event of such termination, PDUS shall have no further obligation or liability to
Miranda or MUI whatsoever under this letter agreement with respect to the
Property or otherwise.

C.      MUI
hereby grants to PDUS, effective as of the end of the Due Diligence Period, or
such earlier date as PDUS notifies Miranda that PDUS is satisfied with its due
diligence, the exclusive right to possession of the Property and to enter upon
the Property for purposes of performing Exploration, Development and Related
Work (as defined in the attached Exhibit B), and the right to acquire an
undivided 60% interest in the Property by incurring certain Work Expenditures
(as defined in the attached Exhibit C) as set forth below (the Acquisition
Right). PDUS shall have the additional right to conduct on the Property
exploration and development activities related to exploration and development
activities of PDUS on properties adjacent to or nearby the Property. PDUSs
rights shall also include all other rights necessary or incident to or for the
performance of its activities hereunder, including, but not limited to the
authority to apply for all necessary permits, licenses and other approvals from
the United States of America, the State of Nevada or any other governmental or
other entity having regulatory authority over any part of the Property. Miranda
agrees to cooperate with PDUS in good faith as necessary for PDUS to obtain such
licenses, permits or approvals.

**II.**    **EXPLORATION
PERIOD**

A.
Miranda, MUI and PDUS agree that during a five-year Earn-In Period commencing
effective as of September __, 2005 and terminating on September __, 2010, PDUS
may exercise the Acquisition Right (if it has incurred the required amount of
Work Expenditures and made all of the Periodic Payments) at any time during that
Earn-In Period. Upon exercise of the Acquisition Right, PDUS shall have earned
an undivided 60% interest in the Property, and MUI shall promptly convey to PDUS
an undivided 60% interest in the Property, by a special warranty or grant,
bargain and sale deed acceptable to PDUS, by which MUI conveys an undivided 60%
interest in the

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Mr. Dennis L. Higgs November __, 2005 Page 3

Property to PDUS free and clear of all liens, claims, defects,
encumbrances and other burdens on production arising by, through or under
Miranda or MUI. The parties agree that in the event MUI fails to comply with its
obligations under this paragraph II.A, PDUS shall be entitled to the remedy of
specific performance, as well as all other legal and equitable remedies
available to it in connection with such failure.

B.      In
order to keep this letter agreement in full force and effect and retain its
Acquisition Right, in addition to the Initial Payment, PDUS must make annual
cash payments to MUI (Periodic Payments) in accordance with the following
schedule:

Due Date
    
    AmountFirst Anniversary Date
    
    $3,000Second Anniversary Date
    
    $4,000Third Anniversary Date
    
    $5,000Fourth Anniversary Date
    
    $5,000Fifth Anniversary Date
    
    $7,500


For purposes of this letter agreement, the term Anniversary
Date shall mean the date one or more years following the Effective Date of this
letter agreement. Under no circumstances shall the obligation to make any
Periodic Payment under this paragraph II.B be deemed to have accrued prior to
the date such payment is due; provided, however, that if PDUS accelerates the
schedule for completion of the Work Expenditures pursuant to paragraph II.C.2,
PDUS must pay the entire amount of remaining Periodic Payments owed to MUI in
order to exercise the Acquisition Right.

C.     
In order to keep this letter agreement in full force and effect and retain its
Acquisition Right, PDUS must also incur minimum Work Expenditures of $197,500
during the Earn-In Period, in order to earn a vested 60% interest in the
Property. PDUS shall have no obligation to incur any Work Expenditures and, at
its sole discretion, shall have the right to terminate this letter agreement
(and its right to acquire an interest in the Property) at any time during the
Earn-In Period. Such termination shall be effective 30 days after receipt of
written notice of the same by MUI. In the event of such termination, PDUS shall
have no obligation to make any additional Periodic Payments or to incur any
additional Work Expenditures and no further obligations or liability to Miranda
or MUI whatsoever, other than (i) the obligation to reclaim the surface of the
Property in accordance with paragraph II.G (for which MUI agrees to grant PDUS
such access following termination as is reasonably necessary), and (ii) the
obligations set forth in paragraph II.I. In the event of such termination by
PDUS, Miranda and MUI shall retain their obligations set forth in paragraphs
II.D.2, II.I and II.N.6(b). In the event of such termination, Miranda and MUI
expressly agree that PDUS shall not be liable for any actual, incidental or
consequential damages, or lost profits, incurred by either of them as a result
of PDUSs election not to or failure to (i) incur all or any part of the
required amount of Work Expenditures or (ii) exercise the Acquisition Right. All
of the Exploration, Development and Related Work which may be performed by PDUS
shall

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Mr. Dennis L. Higgs November __, 2005 Page 4

be performed in accordance with good mining industry practices,
but the timing, nature, manner and extent of any exploration, development or any
other operations or activities hereunder shall be in the sole discretion of
PDUS, and there shall be no implied covenant to begin or continue any such
operations or activities.

1.      PDUS
shall provide MUI with a report of its Work Expenditures, certified by PDUS as
being accurate and complete, not later than 60 days after the end of each of the
periods referred to in paragraph II.B.1(a)-(d) above (an Annual Period) during
the Earn-In Period, which will include the amount of Work Expenditures incurred
by PDUS during the Annual Period in question. If PDUS elects not to incur the
required amount of Work Expenditures during the Earn-In Period but desires to
keep this letter agreement in full force and effect, or if for any reason it is
determined that the entire amount of required Work Expenditures is not completed
during the Earn-In Period, then, in order to maintain its interest in this
letter agreement, PDUS shall be required to pay the amount of any agreed-upon
deficiency to MUI, within 30 days after the Parties reach agreement as to the
amount of the deficiency. If PDUS is precluded from timely completion during the
Earn-In Period of any or all of the required Work Expenditures set forth above,
due to any event of force majeure, the time periods for incurring all of the
Work Expenditures shall be extended for a period of time equal to that of the
delay(s), provided that under no circumstances shall the Earn-In Period extend
beyond September ___, 2016. The term force majeure, as employed herein, shall
mean acts of God, the elements, strikes, lockouts or other industrial
disturbances, unavoidable accidents, uncontrollable delays in transportation,
inability to obtain necessary materials in the open market, damage to,
destruction or unavoidable shutdown of, necessary facilities, the application of
any state or federal laws, regulations or requirements (expressly including
inability to timely obtain, after diligent efforts, necessary governmental
approvals, licenses and permits on terms reasonably acceptable to PDUS or the
imposition of material new requirements for approvals, licenses or permits that
did not exist on the Effective Date), actions taken by non-governmental
organizations, or other matters beyond the reasonable control of PDUS, whether
similar to matters specifically enumerated above or not; provided, however, that
performance shall be resumed within a reasonable period of time after such cause
has been removed; and provided further that PDUS shall not be required against
its will to adjust any labor dispute or to question the validity of or to
refrain from judicially testing the validity of any state or federal order,
regulation or law. PDUS may in its sole discretion accelerate the schedule for
completion of the required Work Expenditures (and making the required Periodic
Payments) in order to exercise its Acquisition Right at any time during the
Earn-In Period.

2.      So
long as it desires to keep the letter agreement in full force and effect and
retain its Acquisition Right, PDUS will, subject to the provisions of paragraph
II.H below, timely pay all federal claim maintenance fees required to maintain
the unpatented mining claims within the Property (the Claims). So long as it
timely pays the claim maintenance fees as required under this paragraph II.C.2,
PDUS shall have the right if it so elects, but no duty, to defend the Claims
from, and no liability

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Mr. Dennis L. Higgs November __, 2005 Page 5

whatsoever to Miranda or MUI as the result of a loss of any of
the Claims due to, a challenge by any third party or any U.S. government
agency.

3.      The
Parties acknowledge that they have entered into a Binding Letter Agreement for
the Fuse East Project effective as of the Effective Date (the Fuse East
Agreement). The Parties agree that if PDUS terminates the Fuse East Agreement
in its entirety, thereafter (a) the amount of each Periodic Payment due
hereunder shall be increased by the amount of each Periodic Payment set forth in
the Fuse East Agreement (effective on the next Anniversary Date), and (b) the
amount of Work Expenditures required hereunder shall be (i) increased by the
amount set forth in the Fuse East Agreement, and (ii) modified to match the
minimum amounts required to be incurred or accrued for each subsequent Annual
Period during the Earn-In Period as set forth in the Fuse East Agreement.

D.      1.      During
the Earn-In Period, PDUS shall provide to MUI (1) quarterly progress reports
(for each quarter when it has incurred any Work Expenditures), and (2) a
comprehensive annual summary report not later than 60 days after the end of each
Annual Period. The quarterly reports, which shall be delivered by PDUS to MUI
not later than 20 days after the end of each calendar quarter during each Annual
Period, shall include, at a minimum, information relating to assays, drill logs
and samples (for quarters in which drilling results became available), and
non-interpretive metallurgical, geological, geophysical, geochemical and
engineering data (but not interpretive reports derived therefrom) developed by
PDUS and related solely to the Property during the immediately previous quarter.
The annual comprehensive report, which shall be delivered by PDUS to MUI not
later than 60 days after the end of every Annual Period, shall include
information relating to title to the Property, environmental conditions at or
pertaining to the Property, and all maps, assays, surveys, drill logs, samples,
and non-interpretive metallurgical, geological, geophysical, geochemical and
engineering data (but not interpretive reports derived therefrom), developed by
PDUS and related solely to the Property during the previous Annual Period;
provided, however, that PDUS shall have no obligation to make any data or
reports developed by it or on its behalf available to MUI under this paragraph
II.D if such data or reports are proprietary to or constitute trade secrets or
are derived from techniques that are proprietary to or constitute trade secrets
of PDUS (or any third-party consultant that compiled or created them). PDUS
makes no representation or warranty as to the accuracy, reliability or
completeness of any data and information provided to the other Parties pursuant
to this paragraph II.D, and Miranda and MUI shall rely on the same at their sole
risk.

2.      During
the Earn-In Period, MUI and its authorized agents, at MUIs sole risk and
expense, shall have the right, exercisable during regular business hours, at a
mutually convenient time, in compliance with PDUSs safety rules and regulations
(which may or may not include written confirmation of their waiver of claims
against PDUS), and in a reasonable manner so as not to interfere with PDUSs
operations, to go upon the Property for the purpose of confirming that PDUS is
conducting its

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Mr. Dennis L. Higgs November __, 2005 Page 6

operations in the manner required by this letter agreement.
Miranda and MUI shall, jointly and severally, defend, indemnify and hold PDUS
harmless from and against all claims for Losses (as defined in paragraph II.I)
arising out of any death, personal injury or property damage sustained by MUI,
its agents or employees, while in or upon the Property pursuant to this
paragraph II.D.2, unless such death, injury or damage is due to PDUSs gross
negligence or willful misconduct.

E.     
1.      With respect to the Claims, Miranda and
MUI, jointly and severally, represent and warrant to the best of their
respective knowledge (a) that MUI owns an undivided 100% interest in the Claims
free and clear of all liens, claims, defects, encumbrances or other burdens on
production arising by, through or under Miranda or MUI; and (b) that as to each
of the Claims, MUI is in exclusive possession thereof, and that, subject to the
paramount title of the United States of America: (i) the Claims were properly
located and monumented on available public domain land, and constitute a compact
group of contiguous claims free and clear of any interior gaps or conflicting
claims of which MUI is aware; (ii) location notices and certificates and
required maps were properly posted and recorded for each of the Claims; (iii)
all filings and recordings required to maintain the Claims in good standing
through the Effective Date of this letter agreement, including evidence of
proper performance of annual assessment work or payment of required claim
maintenance fees, have been timely and properly made in the appropriate
governmental offices; (iv) assessment work, performed reasonably and in good
faith in accordance with accepted industry practice, which to the best of
knowledge of Miranda and MUI was sufficient to satisfy the requirements for
maintaining the Claims, was performed through the assessment year ending
September 1, 1992; (v) all required annual claim maintenance fees and other
payments necessary to maintain the Claims through the assessment year ending
September 1, 2006, have been timely and properly made; and (vi) each of the
Claims has been remonumented as necessary, and evidence of such remonumentation
has been timely and properly recorded, all in compliance with the provisions of
Nevada Revised Statutes § 517.030.

2.      Miranda
and MUI, jointly and severally, further represent and warrant (a) that MUI has
conducted all operations on the Property in compliance with applicable federal,
state and local laws, rules, and regulations, including Environmental Laws, and
that there are no outstanding reclamation, restoration or clean-up obligations
or liabilities pertaining to the Property; (b) that there is no pending or
threatened litigation or administrative action or proceeding affecting the
Property and they have received no notices of violation or consent orders with
respect to the Property or any operations thereon; (c) that to the best of their
respective knowledge there is no condition or activity at the Property which
constitutes a nuisance or which could result in a violation of or liability
under any applicable Environmental Laws (as defined in Exhibit B), and that
there have been no releases of Hazardous Materials (as defined in Exhibit B),
from or affecting the Property other than in accordance with such laws; (d) that
by entering into this letter agreement they will not be in violation of or cause
a default under any oral or written agreement to which either of them is a
party, and that

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Mr. Dennis L. Higgs November __, 2005 Page 7

each of them has obtained any consents required under any such
agreements in order for it to enter into this letter agreement; (e) that there
are no royalties encumbering the Property; and (f) that the Property does not
constitute all or substantially all of the assets of either Miranda or MUI.

F.      Each
of PDUS, on the one hand, and Miranda and MUI (collectively), on the other hand,
represents and warrants to the other that:

1.      It
is a corporation duly organized, validly existing, and in good standing under
the laws of its state or province of incorporation, and (with respect to PDUS
and MUI) is qualified to do business and in good standing under the laws of the
State of Nevada.

2.      It
has the requisite power and authority (a) to enter into this letter agreement
and all other agreements contemplated hereby, and (b) to carry out and perform
its obligations under the terms and provisions of this letter agreement and all
agreements contemplated hereby.

3.      All
requisite corporate action on its part, and on the part of its officers,
directors, and shareholders, necessary for the execution, delivery, and
performance by it of this letter agreement and all other agreements contemplated
hereby, have been taken. This letter agreement and all agreements and
instruments contemplated hereby are, and when executed and delivered by it
(assuming valid execution and delivery by the other Party), will be, legal,
valid, and binding obligations of it enforceable against it in accordance with
their respective terms. The execution, delivery and performance by it of this
letter agreement will not violate any provision of law; any order of any court
or other agency of government; or any provision of any indenture, agreement or
other instrument to which it is a party or by which its properties or assets are
bound; or be in conflict with, result in a breach of or constitute (with due
notice and lapse of time) a default under any such indenture, agreement or other
instrument. There is no law, rule or regulation, nor is there any judgment,
decree or order of any court or governmental authority binding on it which would
be contravened by the execution, delivery, performance, or enforcement of this
letter agreement or any instrument or agreement required hereunder.
Notwithstanding the foregoing, no representation is made as to (a) the
availability of equitable remedies for the enforcement of this letter agreement
or any other agreement contemplated hereby or (b) rights to indemnity under this
letter agreement for securities law liability. Additionally, this representation
is limited by applicable bankruptcy, insolvency, moratorium, and other similar
laws affecting generally the rights and remedies of creditors and secured
parties.

G.      PDUS
agrees to be responsible for and perform all reclamation required by federal,
state and local laws, rules and regulations in connection with any activities or
operations conducted by it or on its behalf on the Property during the Earn-In
Period.

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Mr. Dennis L. Higgs November __, 2005 Page 8

If PDUS exercises the Acquisition Right, PDUSs reclamation
obligations under this paragraph II.G will become obligations of the
Venture.

H.     
The Parties agree that, in addition to its right to terminate this letter
agreement in its entirety at any time, with respect to the Claims, at any time
during the term of this letter agreement, PDUS may in its sole discretion elect
to terminate its interest under this letter agreement in any portion of the
Claims, to the extent allowed under the Mining Lease. In that event, those
Claims will no longer be deemed to comprise a portion of the Property for any
purposes under this letter agreement, and PDUS shall have no further liabilities
or obligations (other than those that have accrued hereunder prior to the
effective date of such termination) with respect to those Claims. An election by
PDUS to terminate its interest in some but less than all of the Claims pursuant
to this paragraph II.H shall be effective upon PDUS providing written notice of
such election to MUI. If PDUS provides notice to MUI of PDUSs election to
terminate its interest in any of the Claims later than July 1st of any year,
PDUS shall be obligated to pay the claim maintenance fees for those Claims for
the following assessment year despite such termination. If PDUS drops any Claims
from the letter agreement pursuant to this paragraph II.H, the Periodic Payment
requirements set forth in paragraph II.B and the Work Expenditure requirements
set forth in paragraph II.C shall remain unchanged.

I.      1.      PDUS
agrees to indemnify, defend and hold Miranda and MUI, and their respective
officers, directors, successors and assigns, harmless from and against any and
all claims, actions, suits, losses, liabilities, damages, assessments,
judgments, costs and expenses, including reasonable attorneys fees and other
costs of defending the same (collectively, Losses) arising from or related to
(a) any breach by PDUS of any of its covenants or representations and warranties
set forth in this letter agreement, or (b) any activities conducted by on or
behalf of PDUS on the Property. Miranda and MUI, jointly and severally, agree to
indemnify, defend and hold PDUS, its officers, directors, successors and
assigns, harmless from and against any and all Losses arising from or related to
(a) the administrative dissolution of Miranda U.S.A., Inc., a Wyoming
corporation or the subsequent incorporation of Miranda U.S.A., Inc., a Nevada
corporation, (b) any breach by either Miranda or MUI of any of their respective
covenants or representations and warranties set forth in this letter agreement,
or (c) any activities conducted by or on behalf of MUI on the Property. The
indemnification obligations set forth in this paragraph II.I shall survive the
termination of this letter agreement. For purposes of this paragraph II.I, the
Parties agree that PDUS will be obligated to indemnify Miranda and MUI for
Losses arising out of or related to activities undertaken by PDUS as exploration
operator only to the extent that those activities constitute gross negligence or
willful misconduct on the part of PDUS.

2.      The
Parties hereto, within five (5) days after the service of process upon either of
them in a lawsuit, including any notices of any court action or administrative
action (or any other type of action or proceeding), or promptly after either of
them, to its respective knowledge, shall become subject to, or possess actual

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Mr. Dennis L. Higgs November __, 2005 Page 9

knowledge of, any damage, liability, loss, cost, expense, or
claim to which any of the indemnification provisions set forth in this letter
agreement relate, shall give written notice to the other party setting forth the
facts relating to the claim, damage, or loss, if available, and the estimated
amount of the same. Promptly for purposes of this paragraph II.I.2
shall mean giving notice within ten (10) days, provided that the failure to
promptly notify the indemnifying party shall not operate to waive, reduce or
extinguish the indemnified partys rights hereunder unless such failure
materially prejudices the indemnifying party. Upon receipt of such notice
relating to a lawsuit, the indemnifying party shall be entitled to (i)
participate at its own expense in the defense or investigation of any claim or
lawsuit or (ii) assume the defense thereof, in which event the indemnifying
party shall not be liable to the indemnified party for legal or attorney fees
thereafter incurred by such indemnified party in defense of such action or
claim; provided, that if the indemnified party may have any unindemnified
liability out of such claim, such party shall have the right to approve the
counsel selected by the indemnifying party, which approval shall not be withheld
or delayed unreasonably. If the indemnifying party assumes the defense of any
claim or lawsuit, all costs of defense of such claim or lawsuit shall thereafter
be borne by such party and such party shall have the authority to compromise and
settle such claim or lawsuit, or to appeal any adverse judgment or ruling with
the cost of such appeal to be paid by such party; provided, however, if the
indemnified party may have any unindemnified liability arising out of such claim
or lawsuit the indemnifying party shall have the authority to compromise and
settle each such claim or lawsuit only with the written consent of the
indemnified party, which shall not be withheld or delayed unreasonably. The
indemnified party may continue to participate in any litigation at its expense
after the indemnifying party assumes the defense of such action. In the event
the indemnifying party does not elect to assume the defense of a claim or
lawsuit, the indemnified party shall have authority to compromise and settle
such claim or lawsuit only with the written consent of the indemnifying party,
which consent shall not be unreasonably withheld or delayed, or to appeal any
adverse judgment or ruling, with all costs, fees, and expenses indemnifiable
under this letter agreement to be paid by the indemnifying party. Upon the
indemnified partys furnishing to the indemnifying party an estimate of any
loss, damage, liability, or expense to which the indemnification provisions of
this letter agreement relate, the indemnifying party shall pay to the
indemnified party the amount of such estimate within ten (10) days of receipt of
such estimate, unless the indemnifying party in good faith disputes its
liability with respect to any such claim.

J.     
No Party may assign its interest in this letter agreement to any third party
without the prior written consent of the other Parties, such consent not to be
unreasonably withheld or delayed; provided, however, that no such consent will
be necessary in connection with (i) assignments to affiliates or subsidiaries,
(ii) assignments by PDUS to the Cortez Joint Venture or its participants, (iii)
a pledge for financing purposes, (iv) corporate merger or reorganization, (v)
assignments by PDUS to certain third parties pursuant to existing contractual
arrangements, or (vi) a sale of all or substantially all of the assigning
Partys assets. Any assignee of any Party or assignee or transferee of any
interest in the Property shall agree in writing to be bound

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Mr. Dennis L. Higgs November __, 2005 Page 10

by all of the terms and conditions of this letter agreement.
This letter agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and assigns. Upon an assignment by PDUS
to which Miranda and MUI consent, PDUS shall have no further obligations or
liabilities under this letter agreement.

K.      Following
completion of the minimum amount of Work Expenditures and payment of all the
Periodic Payments, PDUS will have earned an undivided 60% interest in the
Property and shall be entitled to exercise the Acquisition Right. If PDUS
exercises the Acquisition Right, MUI shall immediately convey to PDUS an
undivided 60% interest in the Property, and PDUS and MUI will enter into a joint
venture agreement (the Joint Venture Agreement) covering further activities at
the Property. The formal Joint Venture Agreement will generally follow the form
of the Rocky Mountain Mineral Law Foundation Forms 5 and 5A model joint venture
agreements, and will contain the terms and provisions set forth in Section III
below and such other terms and conditions as are mutually agreeable (subject to
an obligation on the part of each Party to negotiate such other terms and
conditions in good faith) to the Parties. Until the Joint Venture Agreement is
executed and delivered the Parties agree that they will be legally bound by the
provisions of this paragraph II.K and the provisions of Section III.

L.      PDUS
and MUI agree that their relationship shall constitute a tax partnership within
the meaning of Section 761(a) of the United States Internal Revenue Code of
1986, as amended (the Code), and that, to the extent permissible under
applicable law, their relationship shall be treated for state income tax
purposes in the same manner as it is for federal income tax purposes. Except for
the tax partnership referred to in the preceding sentence and established
pursuant to the provisions of Exhibit D attached hereto and incorporated herein
by reference, nothing contained in this letter agreement shall be deemed to
constitute either Miranda and MUI (collectively) or PDUS the partner of the
other, nor, except as otherwise herein expressly provided, to constitute either
Miranda and MUI (collectively) or PDUS the agent or legal representative of the
other, nor to create any fiduciary relationship between them. It is not the
intention of the Parties to create, nor shall this letter agreement be construed
to create, any mining, commercial, or other partnership, other than the tax
partnership as set forth in Exhibit D. No Party shall have any authority to act
for or to assume any obligation or responsibility on behalf of the other
Parties, except as otherwise expressly provided herein.

M.     
Simultaneous with the execution of this letter agreement, the parties agree to
execute for recording purposes a written Short Form of Agreement, in the form
attached hereto as Exhibit E, setting forth the basic terms and conditions of
this letter agreement as necessitated by Nevada law. That Short Form may be
recorded by PDUS in the official records of Eureka County. None of the Parties
shall record this letter agreement.

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Mr. Dennis L. Higgs November __, 2005 Page 11

N.      Where
any Party hereto or any affiliate (collectively, the Discloser) is required by
Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects, as amended from time to time (NI 43-101), to file a Technical
Report (as defined in NI 43-101) with respect to the Property:

1.      neither
the non-disclosing Parties nor their respective affiliates shall have any
obligation to the Discloser to prepare or provide the Technical Report or any
part thereof, or to provide or make available a Qualified Person (as defined in
NI 43-101) to the Discloser;

2.      the
Discloser shall not designate either of the other Parties or any associate,
affiliate or employee of or retained by either of the other Parties, or any
Qualified Person of the other Parties, as the Qualified Person of the Discloser,
without the prior written consent of the other Parties;

3.      the
Discloser shall be responsible for the cost of preparing or providing the
Technical Report;

4.      the
Disclosers designation of a third party Qualified Person shall be subject to
the other Parties prior written consent, such consent not to be unreasonably
withheld;

5.      the
non-disclosing Parties shall be entitled to access to all pertinent information
related to that portion of the Technical Report pertaining to the Property and
shall be afforded a reasonable opportunity to review and the opportunity (but
not the obligation) to require reasonable changes to that portion of the
Technical Report prior to the filing of the Technical Report with applicable
regulatory authorities;

6.      where
Miranda is the Discloser, Miranda may request and PDUS may elect (but shall have
no obligation) to prepare and provide the Technical Report and to designate the
Qualified Person to prepare or supervise the preparation of such Technical
Report, all at the expense of Miranda. In the event that PDUS prepares or
provides the Technical Report pursuant to this paragraph II.N.6, then Miranda
shall:

| | (a) | use such Technical Report only for the purpose of
      compliance with NI 43-101 and for no other purpose; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | defend, indemnify and hold PDUS and its directors,
      officers, employees, agents, representatives and subcontractors (the PDUS
      Indemnified Parties) harmless from and against any and all Losses,
      whether direct or indirect, which at any time or from time to time are
      directly or indirectly incurred or suffered by any of the PDUS Indemnified
      Parties or their respective successors or assigns in connection with, as a
      result of or arising out of the preparation or provision of the Technical
      Report and the dissemination of same. For

---

Mr. Dennis L. Higgs November __, 2005 Page 12

greater certainty, no termination of
this letter agreement shall prevent any of the PDUS Indemnified Parties or their
respective successors or assigns from obtaining indemnification from Miranda
pursuant to this paragraph II.N.6(b); and

7.      where
Miranda is the Discloser and PDUS obtains information subsequent to the filing
of the Technical Report which renders the Technical Report inaccurate, Miranda
shall at PDUSs request disseminate such information in a manner which satisfies
Mirandas obligations under applicable securities laws, and if Miranda fails to
do so then PDUS shall have the right (but not the obligation) to do so on
Mirandas behalf.

O.      The
Parties agree that the terms and conditions of this letter agreement will apply
and extend to any right, title or interest hereafter acquired during the Earn-In
Period by (i) MUI in or to the Property or within the Area of Interest (as
defined in Exhibit C), or (ii) PDUS within the Area of Interest, without payment
of additional consideration.

P.      The
Parties agree that this letter agreement shall be governed by Nevada law, other
than its rules as to conflicts of law. The parties hereby agree and consent to
the non-exclusive jurisdiction of the United States District Court for the
District of Nevada with respect to any disputes arising under or concerning the
interpretation of this letter agreement.

Q.      The
Parties agree that this letter agreement shall be construed to benefit the
parties hereto and their respective permitted successors and assigns only, and,
except as set forth in paragraph II.I, shall not be construed to create any
third party beneficiary rights in any other party or in any governmental
organization or agency.

R.      The
use of the term including anywhere in this letter agreement shall be deemed to
mean including without limitation. Representations and warranties in this
letter agreement made to the best of a Partys knowledge shall mean the Party
making the representation and warranty has made a prudent and reasonable
investigation of the underlying facts that form the basis of the representation
and warranty.

S.      In
the event of a material default hereunder on the part of PDUS, MUI shall give to
PDUS written notice specifying the particular default or defaults asserted, and,
in the case of a default other than with respect to the payment of money, PDUS
shall have thirty days after the receipt of said notice (or in the event PDUS
disputes the existence of such a material default, thirty days after the entry
by a court of competent jurisdiction of a final judgment finding such a default)
within which either to cure such specified defaults, or to undertake diligent
efforts to cure the same. In the event of such a cure (or the commencement of
diligent efforts to cure) by PDUS, this letter agreement shall continue in full
force and effect as though no default had occurred. In the event such curative
action is not so completed or diligent efforts to cure such

---

Mr. Dennis L. Higgs November __, 2005 Page 13

defaults are not undertaken within the applicable 30-day period
and thereafter diligently pursued to completion, MUI may elect to terminate this
letter agreement by notice to PDUS as provided in paragraph II.T. In the case of
a default by PDUS relating to the payment of any funds to MUI, or any third
party as required hereunder, PDUS shall have ten business days after receipt of
notice of such default to rectify or dispute the same (in accordance with the
same procedures as apply to non-monetary defaults as set forth above in this
paragraph II.S), failing which MUI may elect to terminate this letter agreement
by written notice to PDUS as provided in paragraph II.T. Upon termination of
this letter agreement pursuant to this paragraph II.S, PDUS shall have no
further liability or obligations hereunder or with respect to the Property
(including no liability for lost profits, consequential or other damages),
except with respect to the obligations set forth in paragraphs II.G and II.I,
and Miranda and MUI shall have no further liability or obligations hereunder,
except with respect to the obligations set forth in paragraphs II.D.2, II.I and
II.N.6(b).

T.      All
notices given in connection herewith shall be in writing, and all such notices
and deliveries to be made pursuant hereto shall be given or made in person, by
certified or registered mail, by reputable overnight courier, or by facsimile
acknowledged upon receipt. Such notices and deliveries shall be deemed to have
been duly given and received when actually delivered in person or sent by
facsimile (during normal business hours), on the next business day following the
date they are sent by courier, or three business days after registered or
certified mailing when deposited in a receptacle for United States mail, postage
prepaid, and addressed as follows:

| | 1. | If to PDUS:                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                    
| |    | Placer Dome U.S. Inc. 1125 17th Street, Suite 2310
      Denver, Colorado, USA 80202 Attention: General Counsel
      Telephone No.: (303) 675-0055 Facsimile No.: (303)
  675-0707
| |    |                                                                                                                                                                                    
| |    | with a copy to:                                                                                                                                                                    
| |    |                                                                                                                                                                                    
| |    | Placer Dome U.S. Inc. HC 66 Box 1250                                                                                                                                               
| |    | Crescent Valley, Nevada, USA 89821 Attention:
      Exploration Manager Telephone No.: (775) 468-4400 Facsimile No.:
      (775) 468-4496                                          

---

Mr. Dennis L. Higgs November __, 2005 Page 14

| |    | and                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                
| |    | Placer Dome U.S. Inc. HC 66 Box 1250                                                                                           
| |    | Crescent Valley, Nevada 89821 Attention: Tasha
      Liebsack Telephone No.: (775) 468-4433 Facsimile No.: (775)
      468-4496
| |    |                                                                                                                                
| | 2. | If to Miranda or MUI:                                                                                                          
| |    |                                                                                                                                
| |    | Miranda Gold Corp.                                                                                                             
| |    | Suite 1410  800 West Pender Street Vancouver,
      B.C.                                                                      
| |    | Canada V6C 2V6 Attention: Dennis Higgs Telephone
      No.: (604) 689-1659 Facsimile No.: (604) 689-1722                       
| |    |                                                                                                                                
| |    | with a copy to:                                                                                                                
| |    |                                                                                                                                
| |    | Miranda Gold Corp. Miranda U.S.A., Inc. 5900
      Philoree Lane Reno, Nevada 89511                                            
| |    | Attention: Kenneth D. Cunningham Telephone No.: (775)
      849-2347 Facsimile No.: (775) 849-2336                             

U.      This
letter agreement is the complete expression of all agreements, contracts,
covenants, and promises between the Parties, and all negotiations,
understandings, and agreements between the Parties are set forth in this letter
agreement, which solely and completely expresses their understanding, and shall
be construed without reference to any such negotiations, understandings and
agreements. No implied term, covenant, condition or provision of any kind
whatsoever shall affect any of the Parties respective rights and obligations
hereunder, including, without limitation, rights and obligations with respect to
exploration, development, mining, processing and marketing of minerals, and the
only terms, covenants, conditions or provisions which shall in any way affect
any of their respective rights and obligations shall be those expressly set
forth in this letter agreement. This letter agreement may not be amended or
modified, nor may any obligation hereunder be waived, except by writing duly
executed on behalf of all Parties, and unless otherwise specifically provided in
such writing, any amendment, modification, or waiver shall be effective only in
the specific instance and for the purpose it is given.

---

Mr. Dennis L. Higgs November __, 2005 Page 15

V.      If
at any time during the Earn-In Period MUI desires to sell the Property or any
interest therein, or receives and is willing to accept a bona fide offer from a
third party interested in purchasing or otherwise acquiring all or any portion
of MUIs interest in the Property, MUI shall promptly notify PDUS of its intent
or its receipt of such an offer. The notice shall state the price and all other
pertinent terms and conditions of transfer that MUI would be willing to accept,
or of any offers received, and shall be accompanied by a copy of any offer or
contract received. If the consideration for the proposed transfer is, in whole
or in part, other than monetary, the notice shall describe such consideration
and its monetary equivalent (based upon the fair market value of the
non-monetary consideration and stated in terms of cash or currency). PDUS shall
then have 60 days after the date it receives such notice to notify MUI whether
PDUS elects to acquire the offered interest at the same price and on the same
terms and conditions as set forth in the notice. If PDUS does so elect, the
transfer shall be consummated promptly after MUIs receipt of such notice from
PDUS. If PDUS fails to make an election within the 60-day period, MUI shall have
60 days following the expiration of such period to consummate the transfer of
the Property to a third party at a price and on terms no less favorable than
those set forth in the notice. In the event of such a transfer by MUI, that
transfer shall be effective only if made in compliance with paragraph II.J. If
MUI fails to consummate the transfer to a third party within that 60-day period,
PDUSs rights under this paragraph II.V shall be deemed to be revived. If
pursuant to this paragraph II.V PDUS acquires the Property, this letter
agreement shall be terminated as of the effective date of such acquisition.

W.     
In the event that any one or more of the provisions contained in this letter
agreement or in any other instrument or agreement contemplated hereby shall, for
any reason, be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other
provision of this letter agreement or any such other instrument or agreement. In
the event of any controversy, claim, or dispute between the Parties hereto,
arising out of or relating to this letter agreement or the breach thereof, the
prevailing Party shall be entitled to recover from the losing Party reasonable
expenses, attorneys fees, and costs. At the request of either Party, the
Parties shall execute and deliver any further instruments, agreements, documents
or other papers reasonably requested by either Party to effect the purposes of
this letter agreement and the transactions contemplated hereby, including any
such instruments, agreements, documents or other papers as may be necessary to
address any issues arising from the administrative dissolution of Miranda
U.S.A., Inc., a Wyoming corporation or the subsequent incorporation of Miranda
U.S.A., Inc., a Nevada corporation.

X.     
The Parties hereby agree that any dispute arising under this letter agreement
shall be subject to the informal dispute resolution procedure set forth in this
paragraph II.X. The Party asserting the existence of a dispute as to the
interpretation of any provision of this letter agreement or the performance by
the other Party of any of its obligations hereunder shall notify the other Party
of the nature of the asserted dispute. Within seven business days after receipt
of such notice, Bob Hays (for PDUS) and Ken

---

Mr. Dennis L. Higgs November __, 2005 Page 16

Cunningham (for Miranda), or their designated successors, shall
arrange for a personal or telephone conference in which they use good faith
efforts to resolve such dispute. If those individuals are unable to resolve the
dispute, either Party may proceed with any legal remedy available to it;
provided, however, that the Parties agree that any statement made as to the
subject matter of the dispute in any of the conferences referred to in this
paragraph II.X shall not be used in any legal proceeding against the Party that
made such statement. For purposes of this paragraph II.X, Miranda and MUI shall
be treated as a single Party.

**III.**    **DEVELOPMENT
PERIOD**

A.      PDUS
shall be the Manager of the business relationship between the parties (the
Venture) under the Joint Venture Agreement. PDUS shall, at any time during a
period of 3 years following the date that PDUS exercises the Acquisition Right
(the Decision Period) have the right to notify MUI of PDUSs election to earn
an additional 10% interest in the Property (the Additional Interest). In order
to earn the Additional Interest, PDUS must complete or arrange for the
completion of a Feasibility Study (as defined in the attached Exhibit F) at its
sole expense at any time during a period of three years after the date of MUIs
receipt of PDUSs notice of such election (the Completion Period; such
Completion Period subject to extension due to events of force majeure). In
addition, PDUS may extend the time by which it must have completed the
Feasibility Study for one additional year by providing notice to MUI not later
than 90 days prior to the end of the Completion Period. PDUS shall have the
right to decide and notify MUI at any time after notifying MUI of its election
to complete the Feasibility Study that it no longer wishes to acquire the
Additional Interest.

B.      During
the Decision Period, PDUS shall be obligated to incur Work Expenditures of not
less than $22,500 annually on or for the benefit of the Property. During the
Decision Period, and thereafter if PDUS elects to earn the Additional Interest,
PDUS shall have no obligation to prepare Programs and Budgets until it has
earned (or elected not to earn) the Additional Interest. If PDUS fails to meet
that minimum Work Expenditure requirement in any year during the Decision
Period, it may make up the shortfall in accordance with the provisions of
paragraph II.C.1. PDUS will fund all Venture operations through completion of
the Feasibility Study or until PDUS determines it no longer desires to earn the
Additional Interest.

C.      After
completion of a Feasibility Study, MUI shall have the option (in its sole
discretion) to request that PDUS earn an additional 5% interest in the Property
(the Supplemental Additional Interest) by PDUS arranging (at its sole
election) for financing for MUIs share of ongoing expenditures for the
construction and development of a mine at the Property, or project financing for
the construction and development of a mine at the Property, rather than MUI
being required to directly finance or fund its share of the costs of such
construction and development. MUI agrees that it will make the request to PDUS
that PDUS acquire the Supplemental Additional Interest not later than 120 days
after PDUS delivers a completed Feasibility Study to MUI. If MUI timely

---

Mr. Dennis L. Higgs November __, 2005 Page 17

makes that request, PDUS shall use reasonable good faith
efforts to arrange for financing for MUI or to arrange for such project
financing; provided, however, that PDUS shall have no obligation to arrange for
any such financing that PDUSs Board of Directors, acting in its normal course,
is unwilling to approve. If PDUS is unable to arrange for such financing, PDUS
shall notify MUI, and the Participating Interests shall remain PDUS-70% /
MUI-30%. If PDUS arranges for such financing, it shall be entitled to recover
MUIs share (25%) of (i) the amount borrowed, (ii) all costs associated with
such financing (including without limitation attorneys fees, consultants fees,
and fees payable to any lender and that lenders attorneys and consultants), and
(iii) interest on the foregoing amount at a rate to be determined by a mutually
agreeable independent third party (collectively, the Carried Amount), from 80%
of MUIs share of net cash flow from operations from the Property, beginning on
the date of commencement of commercial production from the Property. To secure
repayment of the Carried Amount, MUI shall grant to PDUS, simultaneous with the
execution of the Joint Venture Agreement, a first priority security interest
(subordinate only to the lender with whom PDUS arranges the project financing)
in MUIs Participating Interest in the Joint Venture Agreement, and execute and
deliver to PDUS a mortgage or deed of trust, U.C.C. Financing Statements, and
such other documents as PDUS may deem reasonably necessary to perfect that
security interest. That security interest will remain in place until PDUS has
fully recovered the Carried Amount. PDUSs security interest described above
will be in addition to the security interests the Parties grant to each other to
secure the performance of their respective obligations under the Joint Venture
Agreement.

D.      PDUS
shall be the Manager under the Joint Venture Agreement and will be compensated
with a management fee calculated as set forth in the Joint Venture
Agreement.

E.      1.      If
PDUS fails or elects not to timely complete a Feasibility Study, then the
Participating Interest percentages of the Participants in the Property shall
remain PDUS  60%, MUI  40%, PDUS shall remain the Manager under the Joint
Venture Agreement, and each Participant shall be required to fund its
proportionate share of Programs and Budgets. In that event, for a period of
three years after the end of (a) the Decision Period or (b) the date MUI
receives notice that PDUS has elected not to earn the Additional Interest, MUI
shall have a one-time option to become the Manager under the Venture and fund
all Operations of the Venture from the date MUI exercises that option for a
period of three years thereafter (such three-year period subject to extension
due to events of force majeure). If MUI completes the Feasibility Study within
that three-year period, the Participants Participating Interests shall be
converted to MUI - 70%, PDUS - 30%, and thereafter each Participant shall be
required to fund its proportionate share of Programs and Budgets, subject to the
Joint Venture Agreements dilution provisions.

2.     
If neither PDUS nor MUI timely elects to complete and completes a Feasibility
Study, thereafter, if at any time PDUS proposes a Program and Budget

---

Mr. Dennis L. Higgs November __, 2005 Page 18

calling for annual expenditures in excess of $1,000,000 or less
than $200,000, the following provisions shall apply.

| | (a) | Whenever PDUS proposes a Program and Budget in excess of
      $1,000,000, MUI shall have a period of 30 days from and after its receipt
      of such a proposed Program and Budget to elect whether or not it desires
      to participate in that Program and Budget at a level that is in accordance
      with its Participating Interest (during this period, MUI shall have the
      right only to participate fully in a proposed Program and Budget, or not
      at all). If MUI elects not to participate in such a  Program and
      Budget, then the standard dilution formula (as described in paragraph
      III.H) will not apply. Rather, in that event, PDUSs Participating
      Interest shall be increased by one percentage point, and MUIs
      Participating Interest shall be decreased by one percentage point, for
      each complete $1,000,000 increment spent by it pursuant to that Program
      and Budget. By way of example (but not limitation), if during the relevant
      time period PDUS proposed a Program and Budget calling for expenditures of
      $4,200,000, and MUI elected not to participate, PDUSs Participating
      Interest would automatically increase from 60% to 64%, and MUIs
      Participating Interest would automatically decrease from 40% to 36%.
      Subsequently, if PDUS proposed a Program and Budget calling for
      expenditures of $6,300,000, and MUI elected not to participate, PDUSs
      Participating Interest would automatically increase from 64% to 70%, and
      MUIs Participating Interest would automatically decrease from 36% to 30%.
      During the 30-day period referred to in this paragraph III.F.2, PDUS may
      continue to conduct Operations on or for the benefit of the Property in
      accordance with either approved or the proposed Program(s) and Budget(s),
      and, if MUI elects to fully participate in the proposed Program and
      Budget, MUI shall promptly reimburse PDUS for MUIs share of all
      expenditures incurred by PDUS during that period, plus interest at the
      Prime Rate plus two percent. The provisions of this paragraph III.E.2(a)
      shall apply until such time, if any, as PDUS has increased its
      Participating Interest to at least 70%. Thereafter, the standard dilution
      formula (as described in paragraph III.H) shall apply.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
|
|
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | Whenever PDUS proposes a Program and Budget of less than
      $200,000, MUI shall have a period of 30 days from and after its receipt of
      such a proposed Program and Budget to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

Mr. Dennis L. Higgs November __, 2005 Page 19

propose a substitute Program and
Budget that calls for expenditures in excess of $1,000,000. If PDUS elects not
to participate in that substitute Program and Budget at a level that is in
accordance with its Participating Interest (with respect to any substitute
Program and Budget, PDUS shall have the right only to participate fully in any
such substitute Program and Budget, or not at all), then MUIs Participating
Interest shall be increased by five percentage points for each complete
$1,000,000 increment spent by it pursuant to that substitute Program and Budget.
By way of example (but not limitation), if during the relevant time period MUI
proposed a substitute Program and Budget calling for expenditures of $4,200,000,
and PDUS elected not to participate, MUIs Participating Interest would
automatically increase from 40% to 60%, and PDUSs Participating Interest would
automatically decrease from 60% to 40%. Subsequently, if MUI proposed a
substitute Program and Budget calling for expenditures of $2,300,000, and PDUS
elected not to participate, MUIs Participating Interest would automatically
increase from 60% to 70%, and PDUSs Participating Interest would automatically
decrease from 40% to 30%. The provisions of this paragraph III.E.2.(b) shall
apply until such time, if any, as MUI has increased its Participating Interest
to at least 70%. Thereafter, the standard dilution formula (as described in
paragraph III.H) shall apply.

3.      Each
Participant shall then be obligated (subject to its rights to elect dilution) to
contribute to the costs of Operations at the Property in accordance with its
Participating Interest.

F.      PDUSs
Initial Contribution to the Venture will be deemed to be equal to the actual
amount of PDUSs Work Expenditures incurred during the Earn-In Period plus
additional expenditures for Operations incurred by PDUS through the point of
completion of a Feasibility Study (or an election by PDUS not to complete the
Feasibility Study), and the amount of MUIs Initial Contribution will be
determined based on the following formula (where MUIs contribution equals
x):

[Amount of PDUSs Work Expenditures60%
    =
    and
      additional expenditures]40%
    
    X


The fraction set forth above shall be 70%/30% (for Equity
Account purposes) if PDUS earns the Additional Interest, and 75%/25% (for Equity
Account purposes) if PDUS earns the Supplemental Additional Interest, and the
Participants will take such actions

---

Mr. Dennis L. Higgs November __, 2005 Page 20

as are reasonably necessary to make the Capital Account
balances reflect PDUSs additional expenditures made to earn the Additional
Interest and the Supplemental Additional Interest.

G.      Except
for the provisions of paragraph III.E to the contrary, if either Participant
elects to participate less than fully or not at all in a proposed Program and
Budget, the standard dilution formula set forth in Section 6.3 of Form 5A will
apply. Once any Participants Participating Interest is voluntarily reduced to
less than 5%, that Participants Participating Interest shall automatically be
converted to an interest in 2.5% of Net Returns. If a Participant defaults in
contributing to an approved Program and Budget, then, among the remedies
available to it, the non-defaulting Participant may choose to have the
defaulting Participants Participating Interest reduced in accordance with the
standard dilution formula plus a penalty of 50% (if the default occurs with
respect to an approved Program and Budget which covers primarily exploration
activities), or to have the defaulting Participant forfeit its entire interest
in the Venture (if the default occurs with respect to an approved Program and
Budget which covers primarily development and/or mining activities), in which
case the defaulting Participant shall have the right to recover from 2.5% of Net
Returns an amount equal to the positive balance in the defaulting Participants
Equity Account.

H.     
The Parties agree to make the same representations and warranties set forth in
paragraphs II.E. and II.F. above, effective as of the effective date of the
Joint Venture Agreement.

I.      The
Parties agree that each of them shall be responsible for their share of
liabilities and obligations of the Venture (including without limitation
environmental liabilities and obligations), equivalent to their Participating
Interests in the Venture at the time such obligations or liabilities are
incurred or accrued, notwithstanding any subsequent reduction or conversion of
their Participating Interests.

J.      All
capitalized terms used in this Section III and not defined herein will have the
meaning ascribed to them in Forms 5 and 5A.

**IV.**    **PUBLICITY
AND INFORMATION**

A.      Each
Party, except to the extent required by law or stock exchange rule and then only
after providing the other Parties with not less than three business days to
review and comment on any proposed release or announcement, is prohibited from
issuing any press releases or other public announcements concerning this letter
agreement or any information generated pursuant hereto without the prior written
approval of the other Parties. Miranda and MUI acknowledge that, based upon (a)
information made available by them to PDUS and PDUSs examination of the
Property with the permission of Miranda and MUI and (b) exploration data from
work on property which PDUS controls in the vicinity of the Property, PDUS has
conducted its own evaluation of the Property and has developed its own theories
and interpretations regarding the Property that are regarded by PDUS as
confidential and/or proprietary to

---

Mr. Dennis L. Higgs November __, 2005 Page 21

PDUS and which have not been disclosed to Miranda and MUI.
Miranda and MUI agree that in entering into this letter agreement, they are not
relying on PDUS to disclose any such theories, interpretations or
evaluations.

B.      Except
as set forth in paragraph IV.A, the Parties agree to treat all data, reports,
records and other information developed or made available to them by the other
Party under this letter agreement and applicable to the Property as
confidential, and unless any Party is required by any law, rule, regulation, or
order to disclose any of such information, information shall not be disclosed to
any person without the prior written consent of the non-disclosing Parties,
which consent shall not be unreasonably withheld.

C.      This
letter agreement is, and the rights and obligations of the Parties are, strictly
limited to the Property and the Area of Interest. Except as expressly provided
herein, the Parties shall have the free and unrestricted right to independently
engage in, and receive the full benefits of, any and all business ventures of
any sort whatever, whether or not competitive with the Property and the
activities undertaken pursuant to the letter agreement, without consulting the
others or inviting or allowing the others to participate therein. None of the
Parties shall be under any fiduciary or other duty to the other which will
prevent it from engaging in or enjoying the benefits of, any competing venture
or ventures outside the Property (except in the Area of Interest). The legal
doctrines of corporate opportunity or business opportunity as developed or
applied by any court or authority of any jurisdiction and sometimes applied to
persons or legal entities occupying a joint venture or other fiduciary status
shall not be applied to any other activity, venture, or operation of any of the
Parties, whether such opportunity is derived from or based on information
received or activities conducted under this letter agreement or otherwise.

---

Mr. Dennis L. Higgs November __, 2005 Page 22

If
Miranda and MUI are in agreement with the foregoing, please indicate the same by
signing in the space indicated below. Upon PDUSs receipt of a signed copy of
this letter it will be understood and agreed to by the Parties that this letter
agreement, for and in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which are hereby acknowledged
and confirmed, is intended to and does constitute a binding agreement.

Sincerely,

PLACER DOME U.S. INC.

****

By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________

Accepted and agreed to effective as of September ___, 2005 by
Miranda Gold Corp.

****

By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________

Accepted and agreed to effective as of September ___, 2005 by
Miranda U.S.A., Inc.

****

By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________



---

Exhibit A

The Fuse West Project

The
following unpatented mining claims located in Sections 32 and 33, Township 27
North, Range 50 East, and Sections 5, 8, and 17, Township 26 North, Range 50
East, Eureka County, Nevada:

Claim Name
    Recording
      Information
    BLM Serial NumberFuse 58
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Exh. A-1

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Exhibit B

Exploration,
Development and Related Work shall mean and include all operations and
activities of PDUS (or performed at the request of PDUS) on or relating to the
Property for purposes of determining ore reserves and mineralization, and for
purposes of exploration for and development of valuable minerals from the
Property including, without limitation, the right to enter upon the Property for
purposes of surveying, exploring, testing, sampling, trenching, bulk sampling,
prospecting and drilling for valuable minerals, and to construct and use
buildings, roads, power and communication lines, and to use so much of the
surface of the Property in such manner as PDUS deems necessary for the enjoyment
of any rights and privileges to PDUS hereunder or otherwise necessary to effect
the purposes of this letter agreement, and any reclamation and other clean-up
required in connection with any of the foregoing.

Environmental
Laws shall mean the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the
Clean Air Act, the Clean Water Act, the Hazardous Materials Transportation Act,
the Toxic Substances Control Act, the Federal Water Pollution Control Act, the
Superfund Amendments and Reauthorization Act of 1986, the Safe Drinking Water
Act, the Endangered Species Act, the National Environmental Policy Act, the Mine
Safety and Health Act of 1977, the Federal Land Policy and Management Act of
1976, and the National Historic Preservation Act, each as amended, and any state
law counterparts, together with all other laws (including rules, regulations,
codes, plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state and local governments (and all agencies thereof)
concerning pollution or protection of the environment, reclamation, public
health and safety, or employee health and safety, including laws relating to
emissions, discharges, releases, or threatened releases of pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the existence, manufacture, processing, distribution, use, treatment, storage,
disposal, recycling, transport, or handling or reporting or notification to any
governmental authority in the collection, storage, use, treatment or disposal of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or wastes.

Environmental
Liabilities shall mean any liability arising out of, based on or resulting
from (A) the presence, release, threatened release, discharge or emission into
the environment of any Hazardous Materials or substances existing or arising on,
beneath or above such property and/or emanating or migrating and/or threatening
to emanate or migrate from such property to other properties; (B) disposal or
treatment of or the arrangement for the disposal or treatment of Hazardous
Materials originating or transported from such property to an off-site
treatment, storage or disposal facility, (C) physical disturbance of the
environment on or from such property; or (D) the violation or alleged violation
of any Environmental Laws relating to such property.

Exh. B-1

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Hazardous
Materials means any substance: (A) the presence of which requires
reporting, investigation, removal or remediation under any Environmental Law;
(B) that is defined as a hazardous waste, hazardous substance, extremely
hazardous substance or pollutant or contaminant under any Environmental
Law; (C) that is toxic, explosive, corrosive, flammable, ignitable, infectious,
radioactive, reactive, carcinogenic, mutagenic or otherwise hazardous and is
regulated under any Environmental Law; (D) the presence of which on a property
causes or threatens to cause a nuisance upon the property or to adjacent
properties or poses or threatens to pose a hazard to the health or safety of
persons on or about the property; (E) that contains gasoline, diesel fuel or
other petroleum hydrocarbons; or (F) that contains PCBs, asbestos or urea
formaldehyde foam insulation; in each case subject to exceptions provided in
applicable Environmental Laws.

Exh. B-2

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Exhibit C

Work
Expenditures shall mean and include all costs or fees, expenses,
liabilities and charges paid or incurred by PDUS which are related to
Exploration, Development and Related Work conducted during the Earn-In Period
(specifically excluding the Initial Payment and any Periodic Payments),
including without limitation:

(a)      All
costs and expenses incurred in conducting exploration and prospecting activities
on or in connection with the Property, including, without limitation, the
preparation of feasibility studies, the active pursuit of required federal,
state or local authorizations or permits and the performance of required
environmental protection or reclamation obligations, the building, maintenance
and repair of roads, drill site preparation, drilling, tracking, sampling,
trenching, digging test pits, shaft sinking, acquiring, diverting and/or
transporting water necessary for exploration, logging of drill holes and drill
core, completion and evaluation of geological, geophysical, geochemical or other
exploration data and preparation of interpretive reports, and surveying and
laboratory costs and charges (including assays or metallurgical analyses and
tests);

(b)      All
expenses incurred in conducting development activities on or in connection with
the Property, the active pursuit of required federal, state or local
authorization or permits and the performance of required environmental
protection or reclamation obligations, pre-stripping and stripping, the
construction and installation of a mill, leach pads or other beneficiation
facilities for valuable minerals, and other activities, operations or work
performed in preparation for the removal of valuable minerals from the
Property;

(c)      All
costs incurred by PDUS in acquiring interests in real property wholly or
partially within the current exterior boundaries of the Claims (the Area of
Interest), including costs and expenses incurred by PDUS in conducting
negotiations and due diligence, attorneys fees, and all moneys paid by PDUS in
acquiring and holding such property interests;

(d)      All
costs incurred in performing any reclamation or other restoration or clean-up
work required by any federal, state or local agency or authority, and all costs
of insurance obtained or in force to cover activities undertaken by or on PDUSs
behalf on the Property;

(e)      Salaries,
wages, expenses and benefits of PDUSs employees or consultants engaged in
operations directly relating to the Property, including salaries and fringe
benefits of those who are temporarily assigned to and directly employed on work
relating to the Property for the periods of time such employees are engaged in
such activities and reasonable transportation expenses for all such employees to
and from their regular place of work to the Property;

(f)      All
costs incurred in connection with the preparation of pre-feasibility studies or
a Feasibility Study and economic and technical analyses pertaining

Exh. C-1

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to the Property, whether carried out by PDUS or by third
parties under contract with PDUS;

(g)      Taxes
and assessments, other than income taxes, assessed or levied upon or against the
Property or any improvements thereon situated thereon for which PDUS is
responsible or for which PDUS reimburses MUI;

(h)      Costs
of material, equipment and supplies acquired, leased or hired, for use in
conducting exploration or development operations relating to the Property;
provided, however, that equipment owned and supplied by PDUS shall be chargeable
at rates no greater than comparable market rental rates available in the area of
the Property;

(i)     
Costs and expenses of establishing and maintaining field offices, camps and
housing facilities;

(j)      Costs
incurred by PDUS in examining and curing title to any part of the Property or
any interest in real property within the Area of Interest, in maintaining the
Property or any interest in real property within the Area of Interest, whether
through the performance of assessment work, the payment of claim maintenance
fees or otherwise (including the Reimbursement Payment), in satisfying surface
use or damage obligations to landowners, or in conducting any analyses of the
environmental conditions at the Property; and

(k)      An
additional 10% as overhead on all costs and expenses described in (a) through
(j) above (except for (i) equipment owned and supplied by PDUS, and (ii)
expenditures related to mine development and construction, for which a 3%
overhead charge will apply).

Exh. C-2

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Exhibit D

U.S. TAX MATTERS

Article I Effect of this Exhibit

This
Exhibit shall govern the relationship of the parties with respect to U.S. tax
matters and the other matters addressed herein. Except as otherwise indicated,
capitalized terms used in this Exhibit shall have the meanings given to them in
the letter agreement among Miranda Gold Corp., Miranda U.S.A., Inc. and Placer
Dome U.S. Inc. (the Agreement) to which this Exhibit is attached. In the event
of a conflict between this Exhibit and the other provisions of the Agreement,
the terms of this Exhibit shall control.

Article II Tax Matters Partner

2.1     
Designation of Tax Matters Partner. PDUS is hereby designated tax matters
partner (hereinafter TMP) as defined in Section 6231(a)(7) of the Internal
Revenue Code of 1986, as amended (the Code), and shall be responsible for,
make elections for, and prepare and file any federal and state tax returns or
other required tax forms. The TMP and MUI shall use reasonable best efforts to
comply with the responsibilities outlined in this Article II and in Sections
6221 through 6233 of the Code (including any Treasury regulations promulgated
thereunder) and in doing so shall incur no liability to any other party.

2.2     
Notice. MUI shall furnish the TMP with such information (including
information specified in Section 6230(e) of the Code) as the TMP may reasonably
request to permit it to provide the Internal Revenue Service with sufficient
information to allow proper notice to the parties in accordance with Section
6223 of the Code. The TMP shall keep MUI informed of all administrative and
judicial proceedings for the adjustment at the partnership level of partnership
items in accordance with Section 6223(g) of the Code.

2.3     
Inconsistent Treatment of Partnership Item. If an administrative
proceeding contemplated under Section 6223 of the Code has begun, and the TMP so
requests, each of PDUS and MUI shall notify the TMP of its treatment of any
partnership item on its federal income tax return that is inconsistent with the
treatment of that item on the partnership return.

2.4      Extensions
of Limitation Periods. The TMP shall not enter into any extension of the
period of limitations as provided under Section 6229 of the Code without first
giving reasonable advance notice to MUI of such intended action.

2.5     
Requests for Administrative Adjustments. Neither PDUS nor MUI shall file,
pursuant to Section 6227 of the Code, a request for an administrative adjustment
of partnership items for any partnership taxable year without first notifying
the other party. If the other party agrees with the requested adjustment, the
TMP shall file the request for

Exh. D-1

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administrative adjustment on behalf of the partnership. If
unanimous consent is not obtained within 30 days after notice from the proposing
party, or within the period required to timely file the request for
administrative adjustment, if shorter, either party, including the TMP, may file
that request for administrative adjustment on its own behalf.

2.6     
Judicial Proceedings. Any party intending to file a petition under
Section 6226, 6228 or other sections of the Code with respect to any partnership
item, or other tax matters involving the partnership, shall notify the other
party of such intention and the nature of the contemplated proceeding. If the
TMP is the party intending to file such petition, such notice shall be given
within a reasonable time to allow the other party to participate in the choosing
of the forum in which such petition will be filed. If the parties do not agree
on the appropriate forum, then the appropriate forum shall be decided by PDUS.
If either party intends to seek review of any court decision rendered as a
result of a proceeding instituted under the preceding part of this Section 2.6,
that party shall notify the other party of such intended action.

2.7      Settlements.
The TMP shall not bind the other party to a settlement agreement without first
obtaining the written concurrence of that party. Any party who enters into a
settlement agreement with respect to any partnership items, as defined by
Section 6231(a)(3) of the Code, shall notify the other party of such settlement
agreement and its terms within 90 days after the date of settlement.

2.8      Fees
and Expenses. Either party may engage legal counsel, certified public
accountants, or others in its own behalf and at its sole cost and expense.

2.9     
Survival. The provisions of this Article II shall survive the termination
of the partnership or the termination of either partys interest in the
partnership and shall remain binding on the parties for a period of time
necessary to resolve with the Internal Revenue Service or the Department of the
Treasury any and all matters regarding the federal income taxation of the
partnership for the applicable tax year(s).

Article IIITax Elections and Allocations

3.1      Tax
Partnership Election. It is understood and agreed that the parties intend to
create a partnership for United States federal and state income tax purposes,
and, unless otherwise agreed to hereafter by the parties, no party shall make an
election to be, or have the arrangement evidenced hereby, excluded from the
application of any provisions of Subchapter K of the Code, or any equivalent
state income tax provision. It is understood and agreed that the parties intend
to create a partnership for federal and state income tax purposes only (a tax
partnership) and agree that, if necessary, an election to be so treated shall
be filed pursuant to Treasury Regulation Section 301.7701 -3. The TMP shall file
with the appropriate office of the Internal Revenue Service a partnership income
tax return covering operations on the Property. The parties recognize that this
Agreement may be subject to state income tax statutes. The TMP shall file with
the appropriate offices of the state agencies any required partnership state
income tax returns. Not later than March 15th of each calendar year, MUI agrees
to furnish to the TMP any information it may

Exh. D-2

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have relating to operations on the Property during the previous
calendar year as shall be required for proper preparation of such returns. The
TMP shall furnish to MUI for its review a copy of each proposed income tax
return at least two weeks prior to the date the return is filed.

3.2      Tax
Elections. The tax partnership shall make the following elections for
purposes of all partnership income tax returns:

(a)     
To use the accrual method of accounting;

(b)      Pursuant
to the provisions at Section 706(b)(1) of the Code, to use as its taxable year,
unless otherwise required by law, a year ending December 31st. In this respect
the parties represent that their taxable years are as follows:

MUI:
    August 31;PDUS:
    December 31;


(c)      To
deduct currently all development expenses to the extent possible under Section
616 of the Code, or, at the election of the TMP, to elect under Section 616(b)
of the Code to treat such expenses as deferred expenses;

(d)     
Unless the parties unanimously agree otherwise, to compute the allowance for
depreciation in respect of all depreciable assets using the maximum accelerated
tax depreciation table and the shortest life permissible, or, at the election of
the TMP, using the units of production method of depreciation;

(e)      To
treat advance royalties as deductions from gross income for the year paid or
accrued to the extent permitted by law;

(f)      To
adjust the basis of tax partnership property under Section 754 of the Code at
the request of either party (provided that all costs and consequences of such
election shall be for the account of the party making the request);

(g)      To
amortize over the shortest permissible period all organizational expenditures
and business start-up expenses under Sections 195 and 709 of the Code;

Any
other election required or permitted under the Code or any state tax law shall
be made as determined by the TMP.

Each
party shall elect (or has previously elected) under Section 617(a) of the Code
to deduct currently all exploration expenses.

Each
party reserves the right to capitalize its share of development and/or
exploration expenses of the tax partnership in accordance with Section 59(e) of
the Code, provided that a partys election to capitalize all or any portion of
such expenses shall not affect the partys Capital Account.

Exh. D-3

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3.3     
Allocations to Parties. Allocations for Capital Account purposes shall be
in accordance with the following:

(a)      Exploration
and development cost deductions shall be allocated between the parties in
accordance with their respective contributions to such costs.

(b)      Depreciation
and loss deductions with respect to any depreciable asset shall be allocated
between the parties in accordance with their respective contributions to the
adjusted basis of the asset which gives rise to the depreciation or loss
deduction.

(c)      Production
and operating cost deductions, if any, shall be allocated between the parties in
accordance with their respective contributions to such costs.

(d)      Deductions
for depletion (to the extent of the amount of such deductions that would have
been determined for Capital Account purposes if only cost depletion were
allowable for federal income tax purposes) shall be allocated to the parties in
accordance with their respective contributions to the adjusted basis of the
depletable property. Any remaining depletion deductions shall be allocated to
the parties so that, to the extent possible, the parties receive the same total
amounts of percentage depletion as they would have received if percentage
depletion were allocated to the parties in proportion to their respective shares
of the gross income used as the basis for calculating the federal income tax
deduction for percentage depletion.

(e)      Subject
to Section 3.3(g) below, gross income, if any, on the sale of production shall
be allocated in accordance with the parties rights to share in the proceeds of
such sale.

(f)      Except
as provided in Section 3.3(g) below, gain or loss on the sale of a depreciable
or depletable asset shall be allocated so that, to the extent possible, the net
amount reflected in the parties Capital Accounts with respect to such property
(taking into account the cost of such property, depreciation, amortization,
depletion or other cost recovery deductions and gain or loss) most closely
reflects the parties interest in the Property as set forth in the Agreement
(determined without regard to this Exhibit).

(g)      Gains
and losses on the sale of all or substantially all the assets of the tax
partnership shall be allocated so that, to the extent possible, the parties
resulting Capital Account balances are in the same ratio as their interests in
the Property as set forth in the Agreement (determined without regard to this
Exhibit) at the time of such sale.

(h)      All
deductions and losses that are not otherwise allocated in this Section 3.3 shall
be allocated among the parties in accordance with their respective contributions
to the costs producing each such deduction or to the adjusted basis of the asset
producing each such loss.

(i)      Any
recapture of exploration expenses under Section 617(b)(1)(A) of the Code, and
any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall

Exh. D-4

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be borne by the parties in the same manner as the related
exploration expenses were allocated to, or claimed by, them.

(j)     
Nonrecourse deductions, as defined by Treasury Regulation Section 1.704
-2(b)(1) shall be allocated between the parties in proportion to their interests
in the Property as set forth in the Agreement (determined without regard to this
Exhibit) except as otherwise required by Treasury Regulation Section 1.704
-2.

(k)      All
other items of income and gain, if any, shall be allocated to the parties in
accordance with their interests in the Property as set forth in the Agreement
(determined without regard to this Exhibit).

(l)     
If the parties interests in the tax partnership change during any taxable year
of the tax partnership, the distributive share of items of income, gain, loss
and deduction of each party shall be determined in any manner (1) permitted by
Section 706 of the Code, and (2) agreed on by both parties. If the parties
cannot agree on a method, the method shall be determined by the TMP in
consultation with its tax advisers, with preference given to the interim closing
of the books method except where application of that method would result in
undue administrative expense in relationship to the amount of the items to be
allocated.

3.4     
Regulatory Allocations. Notwithstanding the provisions of Section 3.3 to
the contrary, the following special allocations shall be given effect for
purposes of maintaining the parties Capital Accounts.

(a)     
If either party unexpectedly receives any adjustments, allocations, or
distributions described in Treasury Regulation Sections 1.704
-1(b)(2)(ii)(d)(4), 1.704 -1(b)(2)(ii)(d)(5) or 1.704 -1(b)(2)(ii)(d)(6), which
result in a deficit Capital Account balance, items of income and gain shall be
specially allocated to each such party in an amount and manner sufficient to
eliminate, to the extent required by the Treasury Regulations, the Capital
Account deficit of such party as quickly as possible. For the purposes of this
Section 3.4(a), each partys Capital Account balance shall be increased by the
sum of (i) the amount that party is obligated to restore pursuant to any
provision of the Agreement, and (ii) the amount that party is deemed to be
obligated to restore pursuant to the penultimate sentences of Treasury
Regulation Sections 1.704 -2(g)(1) and 1.704 -2(i)(5).

(b)     
The minimum gain chargeback and partner minimum gain chargeback provisions
of Treasury Regulation Sections 1.704 -2(f) and 1.704 -2(i)(4), respectively,
are incorporated herein by reference and shall be given effect. In accordance
with Treasury Regulation Section 1.704 -2(i)(1), deductions attributable to a
partner nonrecourse liability shall be allocated to the party that bears the
economic risk of loss for such liability.

(c)     
If the allocation of deductions to either party would cause such party to have a
deficit Capital Account balance at the end of any taxable year of the tax
partnership (after all other allocations provided for in this Article III have
been made and after giving

Exh. D-5

---

effect to the adjustments described in subparagraph (a) of
Section 3.4), such deductions shall instead be allocated to the other party.

3.5     
Curative Allocations. The allocations set forth in Section 3.4 (the
Regulatory Allocations) are intended to comply with certain requirements of
the Treasury Regulations. It is the intent of the parties that, to the extent
possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of income,
gain, loss or deduction pursuant to this Section 3.5. Therefore, notwithstanding
any other provisions of this Article III (other than the Regulatory
Allocations), the TMP shall make such offsetting special allocations of income,
gain, loss or deduction in whatever manner it determines appropriate so that,
after such offsetting allocations are made, each partys Capital Account balance
is, to the extent possible, equal to the Capital Account balance such party
would have had if the Regulatory Allocations were not part of this Agreement and
all items were allocated pursuant to Section 3.3 without regard to Section
3.4.

3.6     
Tax Allocations. Except as otherwise provided in this Section 3.6, items
of taxable income, credit, deduction, gain and loss shall be allocated in the
same manner as the corresponding item is allocated for book purposes under
Sections 3.3, 3.4 and 3.5 of the corresponding item determined for Capital
Account purposes.

(a)     
Recapture of tax deductions arising out of a disposition of property shall, to
the extent consistent with the allocations for tax purposes of the gain or
amount realized giving rise to such recapture, be allocated to the parties in
the same proportions as the recaptured deductions were originally allocated or
claimed.

(b)      To
the extent required by Section 704(c) of the Code, income, gain, loss, and
deduction with respect to property contributed to the tax partnership by a party
shall be shared among both parties so as to take account of the variation
between the basis of the property to the tax partnership and its fair market
value at the time of contribution. The parties intend that Section 704(c) shall
effect no allocations of tax items that are different from the allocations under
Sections 3.3, 3.4 and 3.5 of the corresponding items for Capital Account
purposes; provided that gain or loss on the sale of property contributed to the
tax partnership shall be allocated to the contributing party to the extent of
built-in gain or loss, respectively, as determined under Treasury Regulation
Section 1.704 -3(a). However, to the extent that allocations of tax items other
than built-in gain and built-in loss are required pursuant to Section 704(c) of
the Code to be made other than in accordance with the allocations under Sections
3.3, 3.4 and 3.5 of the corresponding items for Capital Account purposes,
Section 704(c) shall be applied in accordance with the available allocation
method that most closely approximates the intended allocation of tax items under
this tax partnership agreement.

(c)      The
parties understand the allocations of tax items set forth in this Section 3.6,
and agree to report consistently with such allocations for federal and state tax
purposes.

Exh. D-6

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Article IVCapital Accounts; Liquidation

4.1     
Capital Accounts.

(a)      A
separate capital account shall be established and maintained by the TMP for each
party (a Capital Account). Such Capital Account shall be increased by (i) the
amount of money contributed by the party to the tax partnership, (ii) the fair
market value of property contributed by the party to the tax partnership (net of
liabilities securing such contributed property that the tax partnership is
considered to assume or take subject to under Code Section 752) and (iii)
allocations to the party under Sections 3.3, 3.4 and 3.5 of expenditures of the
tax partnership income and gain (or items thereof), including income and gain
exempt from tax; and shall be decreased by (iv) the amount of money distributed
to the party by the tax partnership, (v) the fair market value of property
distributed to the party by the tax partnership (net of liabilities securing
such distributed property and that the party is considered to assume or take
subject to under Code Section 752), (vi) allocations to the party under Sections
3.3, 3.4 and 3.5 of expenditures of the tax partnership not deductible in
computing its taxable income and not properly chargeable to a Capital Account,
and (vii) allocations of tax partnership loss and deduction (or items thereof),
excluding items described in (vi) above and percentage depletion to the extent
it exceeds the adjusted tax basis of the depletable property to which it is
attributable. The parties agree that the net fair market value of the Property
contributed to the tax partnership by MUI is U.S. $131,677.

(b)     
In the event that the Capital Accounts of the parties are computed with
reference to the book value (as reasonably determined by the TMP) of any asset
which differs from the adjusted tax basis of such asset, then the Capital
Accounts shall be adjusted for depreciation, depletion, amortization and gain or
loss as computed for book purposes with respect to such asset in accordance with
Treasury Regulation Section 1.704 -1(b)(2)(iv)(g).

(c)     
In the event any interest in the tax partnership (including any Participating
Interest if the parties enter into the Joint Venture Agreement) is transferred
in accordance with the terms of the Agreement, the transferee shall succeed to
the Capital Account of the transferor to the extent it relates to the
transferred interest, except as provided in Treasury Regulation Section 1.704
-1(b)(2)(iv)(1).

(d)      In
the event property, other than money, is distributed to a party, the Capital
Accounts of the parties shall be adjusted to reflect the manner in which the
unrealized income, gain, loss and deduction in herein in such property (that has
not been reflected in the Capital Accounts previously) would be allocated among
the parties if there was a taxable disposition of such property for the fair
market value of such property (taking Section 7701(g) of the Code into account)
on the date of distribution. For this purpose the fair market value of the
property shall be determined as set forth in Section 4.2(a) below.

(e)      For
purposes of maintaining the Capital Accounts, the tax partnerships deductions
with respect to contributed property in each year for (i) depletion,

Exh. D-7

---

(ii) deferred development expenditures under Code Section
616(b) attributable to pre-contribution expenditures, (iii) amortization under
Code Section 291(b) attributable to pre-contribution expenditures, and (iv)
amortization under Code Section 59(e) attributable to pre-contribution
expenditures shall be the amount of the corresponding item determined for tax
purposes pursuant to Section 3.6(c) multiplied by the ratio of (A) the book
value (as reasonably determined by the TMP) at which the contributed property is
recorded in the Capital Accounts to (B) the adjusted tax basis of the
contributed property (including basis resulting from capitalization of
pre-contribution development expenditures under Code Sections 616(b), 291(b),
and 59(e)).

(f)     The
foregoing provisions, and the other provisions of the Agreement relating to the
maintenance of Capital Accounts and the allocations of income, gain, loss,
deduction and credit, are intended to comply with Treasury Regulation Section
1.704 -1(b), and shall be interpreted and applied in a manner consistent with
such Regulation. In the event the TMP shall determine that it is prudent to
modify the manner in which the Capital Accounts, or any debits or credits
thereto, are computed in order to comply with such Regulation, the TMP may make
such modification, provided that it is not likely to have a material effect on
the amount distributable to any party upon liquidation of the tax partnership
pursuant to Section 4.2 below.

(g)      If
the parties so agree, upon the occurrence of an event described in Treasury
Regulation Section 1.704 -1(b)(2)(iv)(f)(5), the Capital Accounts shall be
restated in accordance with Treasury Regulation Section 1.704 -1(b)(2)(iv)(f) to
reflect the manner in which unrealized income, gain, loss or deduction in herein
the assets of the tax partnership (that has not been reflected in the Capital
Accounts previously) would be allocated among the parties if there were a
taxable disposition of such assets for their fair market values, as determined
in accordance with Section 4.2(a) . For purposes of Section 3.3, a party shall
be treated as contributing the portion of the book value of any property that is
credited to the partys Capital Account pursuant to the preceding sentence.
Following a revaluation pursuant to this subparagraph (g) of Section 4.1, the
parties shares of depreciation, depletion, amortization and gain or loss, as
computed for tax purposes, with respect to property that has been revalued
pursuant to this subparagraph (g) of Section 4.1 shall be determined in
accordance with the principles of Code Section 704(c) as applied pursuant to the
final sentence of Section 3.6(b) .

4.2     
Liquidation. In the event the partnership is liquidated within the
meaning of Treasury Regulation Section 1.704 -1(b)(2)(ii)(g) then,
notwithstanding any other provision of the Agreement to the contrary, the
following steps shall be taken:

(a)     
The Capital Accounts of the parties shall be adjusted to reflect any gain or
loss which would be realized by the tax partnership and allocated to the parties
pursuant to the provisions of Article III of this Exhibit D if the assets had
been sold at their fair market value at the time of liquidation. The fair market
value of the assets shall be determined by the parties; provided, however, that
in the event that the parties fail to agree on the fair market value of any
asset, its fair market value shall be determined by a nationally recognized
independent engineering firm or other qualified independent party approved by
both parties.

Exh. D-8

---

(b)      After
making the foregoing adjustments and/or contributions, all remaining assets
shall be distributed to the parties in accordance with the balances in their
Capital Accounts (after taking into account all allocations of Article III,
including without limitation subparagraph (h) of Section 3.3) . Unless otherwise
expressly agreed by both parties, each party shall receive an undivided interest
in each and every asset determined by the ratio of the amount in each partys
Capital Account to the total of both of the parties Capital Accounts. Assets
distributed to the parties shall be deemed to have a fair market value equal to
the value assigned to them pursuant to Section 4.2(a) above.

(c)      All
distributions to the parties in respect of their Capital Accounts shall be made
in accordance with the time requirements of Treasury Regulation Sections 1.704
-1(b)(2)(ii)(b)(2) and (3).

4.3      Deemed
Terminations. Notwithstanding the provisions of Section 4.2, if the
liquidation of the tax partnership results from a deemed termination under
Section 708(b)(1)(B) of the Code, then (i) subparagraphs (a) and (b) of Section
4.2 shall not apply, (ii) the tax partnership shall be deemed to have
contributed its assets to a new tax partnership and then to have distributed
interests in the new tax partnership to the parties, (iii) the parties shall be
deemed to have received interests in the new tax partnership equivalent to the
interests held by them in the tax partnership deemed terminated, and (iv) the
new tax partnership shall continue pursuant to the terms of the Agreement and
this Exhibit.

4.4     
Continuation. The parties agree that their tax partnership will survive
the termination of the Agreement and continue until terminated pursuant to the
provisions of Section 4.2 or 4.3, unless PDUS exercises its Acquisition Right
and the parties enter into the Joint Venture Agreement, in which case the
provisions of Exhibit C to the Joint Venture Agreement shall apply.

4.5     
Assignment. The provisions of this Exhibit D shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns.
The provisions of this Exhibit D shall be deemed to be a covenant running with
the land and shall be binding upon any third party who acquires any interest in
the Agreement or the Property.

Exh. D-9

---

Exhibit E

SHORT FORM OF EXPLORATION AND DEVELOPMENT
AGREEMENT

THIS
SHORT FORM OF EXPLORATION AND DEVELOPMENT AGREEMENT (the Short Form) is made
and entered into effective as of September __, 2005 by and among MIRANDA GOLD
CORP., a British Columbia corporation, whose address is Suite 1410 800 West
Pender Street, Vancouver, British Columbia, Canada V6C 2V6, (Miranda), MIRANDA
U.S.A., INC., a Nevada corporation, whose address is 5900 Philoree Lane, Reno,
Nevada 89511 (MUI), and Placer Dome U.S. Inc., a California corporation, whose
address for purposes hereof is 1125 17th Street, Suite 2310, Denver, Colorado
U.S.A. 80202 (PDUS).

RECITALS

A.      MUI
is the owner of certain unpatented mining claims in Eureka County, Nevada, as
more particularly described in Exhibit A attached hereto and incorporated by
reference (the Claims). The Claims, together with all water and water rights,
easements and rights-of-way, and other appurtenances attached thereto or
associated therewith, are collectively referred to hereinafter as the
Property.

B.      Miranda,
MUI and PDUS entered into a letter agreement dated effective September __, 2005
(the Agreement), wherein MUI granted to PDUS the right to explore and develop
the Property and, if PDUS so desires, the right for PDUS to acquire an undivided
60% interest in the Property and to enter into a joint venture agreement
covering the Property.

Exh. E-1

---

C.      Miranda,
MUI and PDUS desire to enter into this Short Form of Agreement for purposes of
placing of record a notice of the Agreement.

AGREEMENT

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

1.      Grant
of Exploration, Development and Related Rights. MUI has granted and hereby
grants to PDUS, for the term of the Agreement, exclusive possession of the
Property and the exclusive right to enter upon and use all or any part of the
Property during the Earn-In Period (as defined in the Agreement) for the
purposes of determining ore reserves and mineralization, and for purposes of
development of valuable minerals from the Property, including the right to enter
upon the Property for purposes of surveying, exploring, testing, sampling,
trenching, bulk sampling, prospecting and drilling for valuable minerals, and to
use and construct buildings, roads, power and communication lines, and to use so
much of the surface of the Property in such manner as is necessary to the
enjoyment of any of the rights or privileges of PDUS hereunder or otherwise
reasonably necessary to effect the purposes of the Agreement.

2.      Grant
of Right to Acquire an Interest in the Property. MUI has granted and hereby
grants to PDUS, during the Earn-In Period, the exclusive right to acquire an
undivided 60% interest in the Property upon the completion of certain
obligations set forth in the Agreement.

3.     
Grant of Right to Enter into Joint Venture Agreement. In addition to the
rights granted in the Agreement as described in paragraph 2 above, MUI and PDUS
have agreed and do hereby agree that, subject to the terms and conditions set
forth in the Agreement, upon PDUSs acquisition of an undivided 60% interest in
the Property they will enter into a Joint Venture Agreement (as described in the
Agreement) governing operations at the Property.

4.      Term.
Unless sooner terminated as provided in the Agreement, the term of the Agreement
(the Earn-In Period) shall run until such time as PDUS timely incurs required
minimum amounts of Work Expenditures (as defined in the Agreement) and the
parties execute the Joint Venture Agreement, or until sooner terminated as set
forth in the Agreement, but in any event not later than September __, 2016.

5.      Title
to After-Acquired and Additional Interests. The Agreement applies and
extends to any further or additional right, title, interest or estate heretofore
or hereafter acquired by MUI or PDUS during the Earn-In Period in or to (i) the
Property or any part thereof, or (ii) any lands or mineral interests (other than
royalty interests) wholly or partially within the exterior boundaries of the
Claims.

6.      Successors
and Assigns. Subject to the provisions of paragraph 7 below, all of the
terms, provisions and conditions of the Agreement and this Short Form are, and

Exh. E-2

---

shall be, binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

7.      Assignability.
None of the parties shall have the right to assign its interest in the
Agreement, other than (i) to an affiliate or a subsidiary, (ii) in connection
with a pledge of assets for financing purposes, (iii) in connection with a
corporate merger or reorganization or a sale of all or substantially all of
either partys assets, or (iv) as otherwise allowed under the Agreement, without
the prior written consent of the non-assigning parties, which consent shall not
be unreasonably withheld. Any third party to whom any interest in the Agreement
or the Property is assigned or conveyed shall agree in writing to be bound by
all of the terms and conditions contained in the Agreement, including without
limitation the tax partnership applicable thereto.

8.      Additional
Terms. The Agreement contains additional clauses and various other
provisions, and reference is made to the Agreement for such other terms and
conditions as govern the Agreement, which terms and conditions are by reference
made a part hereof. Nothing in this Short Form shall limit or affect the rights
and duties of the parties under the Agreement. Requests for information
regarding the Agreement should be made to the parties at the addresses set forth
above.

9.     
Counterparts. This Short Form may be extended in multiple counterparts,
and all such counterparts taken together shall be deemed to constitute a single
document.

IN
WITNESS WHEREOF, the parties have executed this Short Form of Agreement
effective as of September __, 2005.

MIRANDA GOLD CORP., a British
Columbia corporation

| | By:   | 
| | ----- | 
| |       | 
| | Name: | 
| |       | 
| | Its:  | 

Exh. E-3

---

| | MIRANDA U.S.A., INC.,         
| | ------------------------------
| | a Nevada corporation          
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| |                               
| | Its:                          
| |                               
| | PLACER DOME U.S. INC.,        
| | a California
      corporation
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| |                               
| | Its:                          

Exh. E-4

---

|STATE OF
      ______________________________________ | )    
|----------------------------------------------------- | -----
|                                                      | ) ss.
|COUNTY OF
      _____________________________________ | )    

The
foregoing instrument was acknowledged before me this _____ day of November,
2005, by ____________________ , as ____________________ of Miranda Gold
Corp., a British Columbia corporation.

Witness my hand and official seal.

|My commission expires:
    ____________________________________ |              
|--------------------------------------------------------------- | -------------
|                                                                | Notary Public

|STATE OF
      ______________________________________ | )    
|----------------------------------------------------- | -----
|                                                      | ) ss.
|COUNTY OF
      _____________________________________ | )    

The
foregoing instrument was acknowledged before me this _____ day of November,
2005, by ____________________ , as ____________________ of Miranda U.S.A., Inc.,
a Nevada corporation.

Witness my hand and official seal.

|My commission expires:
    ____________________________________ |              
|--------------------------------------------------------------- | -------------
|                                                                | Notary Public

|STATE OF
      ______________________________________ | )    
|----------------------------------------------------- | -----
|                                                      | ) ss.
|COUNTY OF
      _____________________________________ | )    

The
foregoing instrument was acknowledged before me this _____ day of November,
2005, by ____________________ , as _____________________ of Placer Dome
U.S. Inc., a California corporation.

Witness my hand and official seal.

|My commission expires:
    ____________________________________ |              
|--------------------------------------------------------------- | -------------
|                                                                | Notary Public

Exh. E-5

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Exhibit A

The Fuse West Project

The
following unpatented mining claims located in Sections 32 and 33, Township 27
North, Range 50 East, and Sections 5, 8, and 17, Township 26 North, Range 50
East, Eureka County, Nevada: *

Claim Name
    Recording
      Information
    BLM Serial NumberFuse 58
    Book
      403 Page 360
    NMC 889575Fuse 59
    Book 403 Page 361
    NMC 889576Fuse 60
    Book
      403 Page 362
    NMC 889577Fuse 61
    Book 403 Page 363
    NMC 889578Fuse 62
    Book
      403 Page 364
    NMC 889579Fuse 63
    Book 403 Page 365
    NMC 889580Fuse 64
    Book
      403 Page 366
    NMC 889581Fuse 65
    Book 403 Page 367
    NMC 889582Fuse 67
    Book
      403 Page 369
    NMC 889584Fuse 69
    Book 403 Page 371
    NMC 889586Fuse 74
    Book
      403 Page 376
    NMC 889591Fuse 75
    Book 403 Page 377
    NMC 889592Fuse 76
    Book
      403 Page 378
    NMC 889593Fuse 77
    Book 403 Page 379
    NMC 889594Fuse 78
    Book
      403 Page 380
    NMC 889595Fuse 79
    Book 403 Page 381
    NMC 889596Fuse 80
    Book
      403 Page 382
    NMC 889597Fuse 81
    Book 403 Page 383
    NMC 889598Fuse 82
    Book
      403 Page 384
    NMC 889599


Exh. E-1

---

Exhibit F

Feasibility
Study shall mean a report, prepared either internally by PDUS or by an
independent third party, to ascertain whether valuable minerals from the
Property can profitably be extracted, treated and sold in circumstances that
would provide reasonable long term returns, and shall include, without limiting
the generality of the foregoing, (a) reasonable assessments of the size and
quality of the minable reserves of minerals; (b) reasonable assessments of the
amenability of the minerals to metallurgical treatment; (c) a mine plan and
reasonable descriptions of the work, equipment and supplies required to bring
the prospective ore body or deposit of minerals into production, including
beneficiation, environmental baseline, health and permitting requirements, and
the estimated costs thereof; (d) a marketing plan for marketing products, and
the assumed terms of sale and prices to be received; (e) conclusions and
recommendations regarding the economic feasibility and timing for bringing the
prospective ore body or deposit of minerals into commercial production, taking
into account items (a) through (d) above; and (f) such other information in such
form and level of detail as may be appropriate and necessary to allow a bank or
other lending institution familiar with the mining industry to make a decision
as to whether to loan funds for such operations

Exh. F-1

---

Exhibit G

If
either Partys interest in the Property is converted to an interest in Net
Returns, it will be entitled to receive as a nonparticipating, non-executive
production royalty (the Production Royalty), 2.5% of the Net Returns from the
sale of any valuable minerals extracted, produced and sold from the Claims. If
PDUS or any successor or assign of PDUS is the Payor (as defined below), and the
provisions of paragraph 1(d)(i)(B) below apply, the Production Royalty shall be
2.35% of the Net Returns. The Parties agree that in no event shall the
percentage of Net Returns payable to MUI or PDUS plus the percentage of Net
Returns (or net smelter returns) payable to any third party under the Existing
Royalties or any other agreement exceed the equivalent of 5% of Net Returns, and
that if the combined royalty burden on any portion of the Property exceeds the
equivalent of 5% of Net Returns, the percentage of Net Returns payable to MUI or
PDUS shall be reduced accordingly.

1.      The
Production Royalty.

(a)      As
used herein, Payor means the Party obligated to pay the Production
Royalty (and its successors and assigns), and Payee means the Party
entitled to receive the Production Royalty (and its successors and assigns).

(b)     
As used herein, Net Returns means the Gross Returns from any and all
ores, metals, minerals and materials of every kind and character found in, on or
under the Claims (Valuable Minerals), extracted, produced and sold or deemed
to have been sold from the Claims, less all Allowable Deductions.

(c)      As
used herein, Gross Returns has the following meanings for the following
categories of Valuable Minerals:

(i)     
If Payor causes refined gold that meets or exceeds the generally accepted
commercial standards for refined gold to be produced by an independent
third-party refinery from ores mined from the Claims, for purposes of
determining the Production Royalty, the refined gold shall be deemed to have
been sold in the calendar month in which it was produced at the Monthly Average
Gold Price for that month. The Gross Returns from such deemed sales shall be
determined by multiplying Gold Production during the month by the Monthly
Average Gold Price. As used herein, Gold Production means the quantity
of refined gold that is outturned to Payors account by the refinery during the
calendar month on either a provisional or final settlement basis. If outturn of
refined gold is made by the refinery on a provisional basis, the Gross Returns
shall be based upon the amount of such provisional settlement, but shall be
adjusted in subsequent statements to account for the amount of refined metal
established by final settlement by the refinery. As used herein, Monthly
Average Gold Price means the average London Bullion Market Association P.M.
Gold Fix, calculated by dividing the sum of all such prices reported for the
month by the number of days for which such prices were reported. If the London
Bullion Market Association P.M. Gold Fix

Exh. G-1

---

ceases to be published, the Monthly Average Gold Price shall be
determined by reference to prices for refined gold for immediate delivery in the
most nearly comparable established market selected by Payor as such prices are
published in Metals Week or a similar publication.

(ii)      If
Payor causes refined silver that meets or exceeds the generally accepted
commercial standards for refined silver to be produced by an independent
third-party refinery from ore mined from the Claims, for purposes of determining
the Production Royalty, the refined silver shall be deemed to have been sold in
the calendar month in which it was produced at the Monthly Average Silver Price
for that month. The Gross Returns from such deemed sales shall be determined by
multiplying Silver Production during the calendar month by the Monthly Average
Silver Price. As used herein, Silver Production shall mean the quantity
of refined silver that is outturned to Payors account by the refinery during
the calendar month on either a provisional or final settlement basis. If outturn
of refined silver is made by the refinery on a provisional basis, the Gross
Returns shall be based upon the amount of such provisional settlement, but shall
be adjusted in subsequent statements to account for the amount of refined metal
established by final settlement by the refinery. As used herein, Monthly
Average Silver Price shall mean the average New York Silver Price as
published daily by Handy & Harman, calculated by dividing the sum of all
such prices reported for the calendar month by the number of days for which such
prices were reported. If the Handy & Harman quotation ceases to be
published, the Monthly Average Silver Price shall be determined by reference to
prices for refined silver for immediate delivery in the most nearly comparable
established market selected by Payor as published in Metals Week or a similar
publication.

(iii)      If
Payor sells refined metals (other than refined gold and refined silver), doré or
concentrates produced from Valuable Minerals from the Claims, the Gross Returns
for such refined metals shall be the proceeds actually received by Payor from
their sale. If such sales are to an affiliated party, the refined metals, doré,
or concentrates shall be deemed, solely for the purpose of computing Gross
Returns, to have been sold at prices and on terms no less favorable to Payor
than those which would have been received under similar circumstances from an
unaffiliated third party.

(d)      As
used herein, Allowable Deductions means the following costs, charges,
and expenses incurred or accrued by Payor:

(i)     
If Payor sells or is deemed to have sold refined gold or refined silver:

(A)     
all costs, charges and expenses for smelting and refining doré or concentrates
to produce the refined gold or refined silver (including handling, processing,
and provisional settlement fees, sampling, assaying and representation costs,
penalties, and other processor deductions);

Exh. G-2

---

(B)      all
costs, charges, and expenses for weighing, sampling, determining moisture
content and packaging Valuable Minerals and for loading and transportation of
ores, minerals, doré, concentrates or other materials from the mine mouth to the
processing facilities (if the existing Mill No. 1 (Cortez) or Mill No. 2
(Pipeline) Cortez Joint Venture processing facilities, to the extent the same
are modified or expanded, are utilized) and of loading and transporting the doré
or concentrates from the Claims to the refinery or smelter and then to the place
of sale (including freight, insurance, security, transaction taxes, handling,
port, demurrage, delay, and forwarding expenses incurred by reason of or in the
course of such transportation); and

(C)     
an allowance for reasonable sales and brokerage costs.

(ii)      If
Payor sells refined metals (other than refined gold or refined silver), doré,
concentrate or ores:

(A)     
all costs, charges, and expenses for (I) beneficiation, processing or treatment
of such materials at any plant or facility and (II) smelting or refining to
produce a refined metal (including handling, processing, and provisional
settlement fees, sampling, assaying and representation costs, penalties, and
other processor deductions);

(B)      all
costs, charges, and expenses for weighing, sampling, determining moisture
content and packaging Valuable Minerals and for loading and transportation of
ores, minerals, doré, concentrates or other products from the Claims (I) to the
place of sale, or (II) if such ores or other materials are beneficiated,
processed, treated, smelted or refined at any plant or facility more than five
(5) miles from the exterior boundary of the Claims, to such plant or facility
and then to the place of sale (including freight, insurance, security,
transaction taxes, handling, port, demurrage, delay, and forwarding expenses
incurred by reason of or in the course of such transportation); and

(C)      actual
sales and brokerage costs.

(iii)     
All royalties payable to any governmental agency and all sales, use, severance,
Nevada net proceeds of mines and ad valorem taxes and any other tax or
governmental levy or fee on or measured by mineral production from the Claims
(other than taxes based on income).

(e)      Payor
shall have the right to market and sell or refrain from selling refined gold,
refined silver and other mineral products from the Claims in any manner it may
elect, including the right to engage in forward sales, future trading or
commodity options trading, and other price hedging, price protection, and
speculative arrangements (Trading Activities) which may involve the
possible delivery of gold, silver or other mineral products from the Claims.
With respect to Production Royalty payable on refined gold and refined silver
and any other Valuable Minerals, Payee shall not be entitled to participate in

Exh. G-3

---

the proceeds or be obligated to share in any losses generated
by Payors actual marketing or sales practices or by its Trading Activities and
no such profits or losses shall be included in Gross Returns.

2.     
Manner of Payment. Production Royalty payments shall be paid by Payor to
Payee (or notice of a credit against Production Royalties as provided above
shall be given to Payee) on or before thirty (30) days following the calendar
quarter during which Payor shall have received payment for Valuable Minerals
sold by Payor. Production Royalties shall accrue to Payees account upon final
payment or upon being credited to the account of Payor by the smelter, refinery
or other ore buyer to Payor for the Valuable Minerals sold and for which the
Production Royalty is payable. All Production Royalty payments shall be made at
Payors election by Payors check or by wire transfer. All Production Royalty
payments shall be accompanied by a statement and settlement sheet showing the
quantities and grades of Valuable Minerals mined and sold from the Claims, the
proceeds of sales, cost, assays and analyses, and other pertinent information in
reasonably sufficient detail to explain the calculation of the Production
Royalty payment.

3.      Payments;
Where Made.All payments hereunder shall be sent by certified U.S.
mail to Payee at its address as set forth above, or by wire transfer to an
account designated by and in accordance with written instructions from Payee.
The date of placing such payment in the United States mail by Payor, or the date
the wire transfer process is initiated, shall be the date of such payment.
Payments by Payor in accordance herewith shall fully discharge Payors
obligation with respect to such payment, and Payor shall have no duty to
otherwise apportion or allocate any payment due to Payee or its successors or
assigns.

4.     
Audits; Objections to Payments.Payee, at its sole election and
expense, shall have the right to perform, not more frequently than once annually
following the close of each calendar year, an audit of Payors accounts relating
to payment of the Production Royalty hereunder by any authorized representative
of Payee. Any such inspection shall be for a reasonable length of time during
regular business hours, at a mutually convenient time, upon at least five (5)
business days prior written notice by Payee. All royalty payments made in any
calendar year shall be considered final and in full accord and satisfaction of
all obligations of Payor with respect thereto, unless Payee gives written notice
describing and setting forth a specific objection to the calculation thereof
within six (6) months following the close of the annual audit for that calendar
year. Payor shall account for any agreed upon deficit or excess in Production
Royalty payments made to Payee by adjusting the next quarterly statement and
payment following completion of such audit to account for such excess.

5.      Conduct
of Operations.Payor shall have the sole and exclusive control of all
operations on or for the benefit of the Claims, and of any and all equipment,
supplies, machinery, and other assets purchased or otherwise acquired or under
its control in connection with such operations. Payor may carry

Exh. G-4

---

out such operations on the Claims as it
may, in its sole discretion, determine to be warranted, so long as such
operations are conducted in accordance with procedures acceptable in the mining
and metallurgical industry. The timing, nature, manner and extent of any
exploration, development, mining or processing operations carried out or in
connection with the Claims shall be within the sole discretion of Payor, and
there shall be no implied covenant whatsoever to begin or continue any such
operations. If Payor at any time, and from time to time after commencing
operations, desires to shut down, suspend or cease operations for any reason, it
shall have the right to do so. Payor may use and employ such methods of mining
as it may desire or find most profitable. Payor shall not be required to mine,
preserve, or protect in its mining operations any ores, leachates, precipitates,
concentrates or other products containing Valuable Minerals which cannot be
mined or shipped at a reasonable profit to Payor. Any decision as to the time,
manner and form, if any, in which ores or other products containing Valuable
Minerals are to be sold shall be made by Payor in its sole discretion.

6.      Ore
Processing. All determinations with respect to: (a) whether ore from
the Claims will be beneficiated, processed or milled by Payor or sold in a raw
state; (b) the methods of beneficiating, processing or milling any such ore; (c)
the constituents to be recovered therefrom, and (d) the purchasers to whom any
ore, minerals or mineral substances derived from the Claims may be sold, shall
be made by Payor in its sole and absolute discretion.

7.      Ore
Samples. The mineral content of all ore mined and removed from the
Claims (but excluding ore leached in place) and the quantities of constituents
recovered by Payor shall be determined by Payor, or with respect to such ore
which is sold, by the mill or smelter to which the ore is sold, in accordance
with standard sampling and analysis procedures, and shall be weighted average
based on the total amount of ore from the Claims crushed and sampled, or the
constituents recovered, during an entire calendar quarter. Upon reasonable
advance written notice to Payor, Payee shall have the right to have
representatives present at the time samples are taken for the purpose of
confirming that the sampling and analysis procedure is standard and acceptable
according to accepted industry practices.

8.      Commingling
of Ores. Payor shall have the right to mix or commingle, either
underground, at the surface, or at processing plants or other treatment
facilities, any material containing Valuable Minerals mined or extracted from
the Claims with ores or material derived from other lands or properties owned,
leased or controlled by Payor; provided, however, that before commingling, Payor
shall calculate from representative samples the average grade of the ore from
the Claims and shall either weigh or volumetrically calculate the number of tons
of ore from the Claims to be commingled. As products are produced from the
commingled ores, Payor shall calculate from representative samples the average
percentage recovery of products produced from the commingled ores during each
month. In obtaining representative samples, calculating the average grade of
commingled ores and average percentage of recovery, Payor may use any procedures

Exh. G-5

---

acceptable in the mining and
metallurgical industry which Payor believes to be accurate and cost-effective
for the type of mining and processing activity being conducted, and Payors
choice of such procedures shall be final and binding upon Payee. In addition,
comparable procedures may be used by Payor to apportion among the commingled
ores any penalty charges imposed by the smelter or refiner on commingled ores or
concentrates. The records relating to commingled ores shall be available for
inspection by Payee, at Payees sole expense, at all reasonable times, and shall
be retained by Payor for a period of two (2) years.

9.     
Waste Rock, Spoil and Tailings.Any ore, mine waters, leachates,
pregnant liquors, pregnant slurries, and other products or compounds or metals
or minerals mined from the Claims shall be the Claims of Payor, subject to the
Production Royalty as provided for in Section 1. The Production Royalty shall be
payable only on metals, ores, or minerals recovered prior to the time waste
rock, spoil, tailings, or other mine waste and residue are first disposed of as
such, and Payor shall be free to use or dispose of such waste and residue in
whatever manner it sees fit in its sole discretion. Payor shall have the sole
right to dump, deposit, sell, dispose of, or reprocess such waste rock, spoil,
tailings, or other mine wastes and residues, and Payee shall have no claim or
interest therein other than for the payment of the Production Royalty to the
extent any Valuable Minerals are produced and sold therefrom.

10.     
No Covenants.The parties agree that in no event shall Payor have
any duty or obligation, express or implied, to explore for, develop, mine or
produce ores, minerals or mineral substances from the Claims, and the timing,
manner, method and amounts of such exploration, development, mining or
production, if any, shall be in the sole discretion of Payor. Payee acknowledges
that the expenditures made by Payor to advance activities on the Claims and the
right to the Production Royalty are sufficient consideration for the conversion
of its Participating Interest. None of the provisions of this Section 10 or any
other provision of this Exhibit G shall be deemed to limit or restrict
Payors ability to sell or otherwise convey or transfer to any third party all
or any portion of Payors interest in the Claims.

11.     
Nature of Payees Interest.Payee shall have only a royalty
interest in the Claims (but no other properties adjacent to or in the vicinity
of the Claims) and rights and incidents of ownership of a non-executive royalty
owner. Payee shall not have any possessory or working interest in the Claims nor
any of the incidents of such interest. By way of example but not by way of
limitation, Payee shall not have (a) the right to participate in the execution
of applications for authorities, permits or licenses, mining leases, option,
farm-outs or other conveyances, (b) the right to share in bonus payments or
rental payments received as the consideration for the execution of such leases,
options, farm-outs, or other conveyances, or (c) the right to enter upon the
Claims and prospect for, mine, drill for, or remove ores, minerals or mineral
products therefrom.

Exh. G-6

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