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EXPLORATION, DEVELOPMENT ANDMINE OPERATING AGREEMENT

BY AND BETWEEN

****

****

****

MIRANDA GOLD CORP.

MIRANDA U.S.A., INC.

AND

BARRICK GOLD EXPLORATION INC.

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TABLE OF CONTENTS

|            |                                                              |                                                                          | Page
|----------- | ------------------------------------------------------------ | ------------------------------------------------------------------------ | ----
|            |                                                              |                                                                          |     
|ARTICLE I   | DEFINITIONS AND
      CROSS-REFERENCES                       | 1                                                                       
|            |                                                              |                                                                          |     
|            | 1.1                                                          | Definitions                                                              | 1   
|            |                                                              |                                                                          |     
|            | 1.2                                                          | Cross-References                                                         | 1   
|            |                                                              |                                                                          |     
|ARTICLE II  | NAME, PURPOSES
      AND TERM                                | 1                                                                       
|            |                                                              |                                                                          |     
|            | 2.1                                                          | General                                                                  | 1   
|            |                                                              |                                                                          |     
|            | 2.2                                                          | Name                                                                     | 1   
|            |                                                              |                                                                          |     
|            | 2.3                                                          | Purposes                                                                 | 1   
|            |                                                              |                                                                          |     
|            | 2.4                                                          | Limitation                                                               | 2   
|            |                                                              |                                                                          |     
|            | 2.5                                                          | Term                                                                     | 2   
|            |                                                              |                                                                          |     
|ARTICLE III | REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS; INDEMNITIES | 2                                                                       
|            |                                                              |                                                                          |     
|            | 3.1                                                          | Representations and Warranties of the Participants                       | 2   
|            |                                                              |                                                                          |     
|            | 3.2                                                          | Representations and Warranties of Miranda                                | 3   
|            |                                                              |                                                                          |     
|            | 3.3                                                          | Disclosures                                                              | 5   
|            |                                                              |                                                                          |     
|            | 3.4                                                          | Record Title                                                             | 5   
|            |                                                              |                                                                          |     
|            | 3.5                                                          | Loss of Title                                                            | 5   
|            |                                                              |                                                                          |     
|            | 3.6                                                          | Royalties, Production
      Taxes and Other Payments Based on Production | 5   
|            |                                                              |                                                                          |     
|            | 3.7                                                          | Indemnities/Limitation of Liability                                      | 5   
|            |                                                              |                                                                          |     
|            | 3.8                                                          | Environmental Obligations                                                | 6   
|            |                                                              |                                                                          |     
|ARTICLE IV  | RELATIONSHIP
      OF THE PARTICIPANTS                       | 7                                                                       
|            |                                                              |                                                                          |     
|            | 4.1                                                          | No Partnership                                                           | 7   
|            |                                                              |                                                                          |     
|            | 4.2                                                          | Federal Tax
      Elections and Allocations                              | 7   
|            |                                                              |                                                                          |     
|            | 4.3                                                          | State Income
      Tax                                                   | 7   
|            |                                                              |                                                                          |     
|            | 4.4                                                          | Other Business
      Opportunities                                       | 7   
|            |                                                              |                                                                          |     
|            | 4.5                                                          | Waiver of Rights
      to Partition or Other Division of Assets          | 8   
|            |                                                              |                                                                          |     
|            | 4.6                                                          | Transfer or
      Termination of Rights to Properties                    | 8   
|            |                                                              |                                                                          |     
|            | 4.7                                                          | Implied Covenants                                                        | 8   
|            |                                                              |                                                                          |     
|            | 4.8                                                          | No Third Party
      Beneficiary Rights                                  | 8   
|            |                                                              |                                                                          |     
|ARTICLE V   | CONTRIBUTIONS BY PARTICIPANTS                                | 8                                                                       
|            |                                                              |                                                                          |     
|            | 5.1                                                          | Participants Initial Contributions                                      | 8   

i

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TABLE OF CONTENTS (continued)

|             |                                 |                                                                          | Page
|------------ | ------------------------------- | ------------------------------------------------------------------------ | ----
|             |                                 |                                                                          |     
|             | 5.2                             | Failure to Make
      Initial Contribution                               | 10  
|             |                                 |                                                                          |     
|             | 5.3                             | Additional Contributions                                                 | 11  
|             |                                 |                                                                          |     
|             | 5.4                             | Payments to
      Miranda                                                | 11  
|             |                                 |                                                                          |     
|             | 5.5                             | Additional Earn
      In                                                 | 11  
|             |                                 |                                                                          |     
|ARTICLE VI   | INTERESTS OF
      PARTICIPANTS | 12                                                                      
|             |                                 |                                                                          |     
|             | 6.1                             | Initial Participating
      Interests                                    | 12  
|             |                                 |                                                                          |     
|             | 6.2                             | Changes in Participating
      Interests                                 | 12  
|             |                                 |                                                                          |     
|             | 6.3                             | Elimination
      of Minority Interest                                   | 13  
|             |                                 |                                                                          |     
|             | 6.4                             | Continuing Liabilities
      Upon Adjustments of Participating Interests | 13  
|             |                                 |                                                                          |     
|             | 6.5                             | Documentation of Adjustments to Participating Interests                  | 14  
|             |                                 |                                                                          |     
|             | 6.6                             | Grant of Lien
      and Security Interest                                | 14  
|             |                                 |                                                                          |     
|             | 6.7                             | Subordination of Interests                                               | 14  
|             |                                 |                                                                          |     
|ARTICLE VII  | MANAGEMENT COMMITTEE            | 14                                                                      
|             |                                 |                                                                          |     
|             | 7.1                             | Organization
      and Composition                                       | 14  
|             |                                 |                                                                          |     
|             | 7.2                             | Decisions                                                                | 15  
|             |                                 |                                                                          |     
|             | 7.3                             | Meetings                                                                 | 15  
|             |                                 |                                                                          |     
|             | 7.4                             | Action Without
      Meeting in Person                                   | 16  
|             |                                 |                                                                          |     
|             | 7.5                             | Matters Requiring
      Approval                                         | 16  
|             |                                 |                                                                          |     
|ARTICLE VIII | MANAGER                         | 16                                                                      
|             |                                 |                                                                          |     
|             | 8.1                             | Appointment                                                              | 16  
|             |                                 |                                                                          |     
|             | 8.2                             | Powers and Duties
      of Manager                                       | 16  
|             |                                 |                                                                          |     
|             | 8.3                             | Standard of
      Care                                                   | 20  
|             |                                 |                                                                          |     
|             | 8.4                             | Resignation;
      Deemed Offer to Resign                                | 20  
|             |                                 |                                                                          |     
|             | 8.5                             | Payments To
      Manager                                                | 21  
|             |                                 |                                                                          |     
|             | 8.6                             | Transactions
      With Affiliates                                       | 21  
|             |                                 |                                                                          |     
|             | 8.7                             | Activities During
      Deadlock                                         | 21  
|             |                                 |                                                                          |     
|ARTICLE IX   | PROGRAMS AND
      BUDGETS      | 21                                                                      
|             |                                 |                                                                          |     
|             | 9.1                             | Initial Program
      and Budget                                         | 21  
|             |                                 |                                                                          |     
|             | 9.2                             | Operations Pursuant
      to Programs and Budgets                        | 21  
|             |                                 |                                                                          |     
|             | 9.3                             | Presentation
      of Programs and Budgets                               | 21  

ii

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TABLE OF CONTENTS(continued)

|            |                                  |                                                                                     | Page
|----------- | -------------------------------- | ----------------------------------------------------------------------------------- | ----
|            |                                  |                                                                                     |     
|            | 9.4                              | Review and Adoption
      of Proposed Programs and Budgets                          | 22  
|            |                                  |                                                                                     |     
|            | 9.5                              | Election to
      Participate                                                       | 22  
|            |                                  |                                                                                     |     
|            | 9.6                              | Recalculation or Restoration of Reduced Interest Based on
      Actual Expenditures | 23  
|            |                                  |                                                                                     |     
|            | 9.7                              | Pre-Feasibility Study Program and Budgets                                           | 24  
|            |                                  |                                                                                     |     
|            | 9.8                              | Completion of
      Pre-Feasibility Studies and Selection of Approved Alternatives  | 25  
|            |                                  |                                                                                     |     
|            | 9.9                              | Programs and
      Budgets for Feasibility Study                                    | 26  
|            |                                  |                                                                                     |     
|            | 9.10                             | Development
      Programs and Budgets; Project Financing                           | 27  
|            |                                  |                                                                                     |     
|            | 9.11                             | Expansion or
      Modification Programs and Budgets                                | 27  
|            |                                  |                                                                                     |     
|            | 9.12                             | Budget Overruns;
      Program Changes                                              | 27  
|            |                                  |                                                                                     |     
|            | 9.13                             | Emergency or
      Unexpected Expenditures                                          | 28  
|            |                                  |                                                                                     |     
|ARTICLE X   | ACCOUNTS AND
      SETTLEMENTS   | 28                                                                                 
|            |                                  |                                                                                     |     
|            | 10.1                             | Monthly Statements                                                                  | 28  
|            |                                  |                                                                                     |     
|            | 10.2                             | Cash Calls                                                                          | 28  
|            |                                  |                                                                                     |     
|            | 10.3                             | Failure to Meet
      Cash Calls                                                    | 28  
|            |                                  |                                                                                     |     
|            | 10.4                             | Cover Payment                                                                       | 28  
|            |                                  |                                                                                     |     
|            | 10.5                             | Remedies                                                                            | 29  
|            |                                  |                                                                                     |     
|            | 10.6                             | Audits                                                                              | 31  
|            |                                  |                                                                                     |     
|ARTICLE XI  | DISPOSITION
      OF PRODUCTION  | 31                                                                                 
|            |                                  |                                                                                     |     
|            | 11.1                             | Taking In Kind                                                                      | 31  
|            |                                  |                                                                                     |     
|            | 11.2                             | Failure of Participant
      to Take In Kind                                        | 31  
|            |                                  |                                                                                     |     
|            | 11.3                             | Hedging                                                                             | 32  
|            |                                  |                                                                                     |     
|ARTICLE XII | WITHDRAWAL AND
      TERMINATION | 32                                                                                 
|            |                                  |                                                                                     |     
|            | 12.1                             | Termination
      by Expiration or Agreement                                        | 32  
|            |                                  |                                                                                     |     
|            | 12.2                             | Termination
      by Deadlock                                                       | 32  
|            |                                  |                                                                                     |     
|            | 12.3                             | Withdrawal                                                                          | 32  
|            |                                  |                                                                                     |     
|            | 12.4                             | Continuing Obligations
      and Environmental Liabilities                          | 32  
|            |                                  |                                                                                     |     
|            | 12.5                             | Disposition
      of Assets on Termination                                          | 33  
|            |                                  |                                                                                     |     
|            | 12.6                             | Non-Compete
      Covenants                                                         | 33  
|            |                                  |                                                                                     |     
|            | 12.7                             | Right to Data
      After Termination                                               | 33  

iii

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TABLE OF CONTENTS (continued)

|              |                                                               |                                                           | Page
|------------- | ------------------------------------------------------------- | --------------------------------------------------------- | ----
|              |                                                               |                                                           |     
|              | 12.8                                                          | Continuing Authority                                      | 33  
|              |                                                               |                                                           |     
|ARTICLE XIII  | ACQUISITIONS WITHIN AREA OF INTEREST                          | 33                                                       
|              |                                                               |                                                           |     
|              | 13.1                                                          | General                                                   | 33  
|              |                                                               |                                                           |     
|              | 13.2                                                          | Notice to Non-Acquiring Participant                       | 34  
|              |                                                               |                                                           |     
|              | 13.3                                                          | Option Exercised                                          | 34  
|              |                                                               |                                                           |     
|              | 13.4                                                          | Option Not Exercised                                      | 34  
|              |                                                               |                                                           |     
|ARTICLE XIV   | ABANDONMENT AND SURRENDER OF PROPERTIES                       | 34                                                       
|              |                                                               |                                                           |     
|ARTICLE XV    | SUPPLEMENTAL BUSINESS AGREEMENT                               | 35                                                       
|              |                                                               |                                                           |     
|ARTICLE XVI   | TRANSFER OF INTEREST; PREEMPTIVE RIGHT                        | 35                                                       
|              |                                                               |                                                           |     
|              | 16.1                                                          | General                                                   | 35  
|              |                                                               |                                                           |     
|              | 16.2                                                          | Limitations on Free Transferability                       | 35  
|              |                                                               |                                                           |     
|              | 16.3                                                          | Preemptive Right                                          | 37  
|              |                                                               |                                                           |     
|ARTICLE XVII  | DISPUTES                                                      | 38                                                       
|              |                                                               |                                                           |     
|              | 17.1                                                          | Governing Law                                             | 38  
|              |                                                               |                                                           |     
|              | 17.2                                                          | Forum Selection                                           | 38  
|              |                                                               |                                                           |     
|              | 17.3                                                          | Dispute Resolution                                        | 38  
|              |                                                               |                                                           |     
|              | 17.4                                                          | Multi-Party Disputes                                      | 38  
|              |                                                               |                                                           |     
|ARTICLE XVIII | CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION | 39                                                       
|              |                                                               |                                                           |     
|              | 18.1                                                          | Business Information                                      | 39  
|              |                                                               |                                                           |     
|              | 18.2                                                          | Participant Information                                   | 39  
|              |                                                               |                                                           |     
|              | 18.3                                                          | Permitted Disclosure of Confidential Business Information | 40  
|              |                                                               |                                                           |     
|              | 18.4                                                          | Disclosure Required By Law                                | 40  
|              |                                                               |                                                           |     
|              | 18.5                                                          | Public Announcements                                      | 40  
|              |                                                               |                                                           |     
|ARTICLE XIX   | GENERAL PROVISIONS                                            | 41                                                       
|              |                                                               |                                                           |     
|              | 19.1                                                          | Notices                                                   | 41  
|              |                                                               |                                                           |     
|              | 19.2                                                          | Gender                                                    | 42  
|              |                                                               |                                                           |     
|              | 19.3                                                          | Currency                                                  | 42  
|              |                                                               |                                                           |     
|              | 19.4                                                          | Headings                                                  | 42  
|              |                                                               |                                                           |     
|              | 19.5                                                          | Waiver                                                    | 42  

iv

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TABLE OF CONTENTS (continued)

| |       |                                                | Page
| | ----- | ---------------------------------------------- | ----
| |       |                                                |     
| | 19.6  | Modification                                   | 42  
| |       |                                                |     
| | 19.7  | Force
      Majeure                            | 42  
| |       |                                                |     
| | 19.8  | Rule
      Against Perpetuities                | 42  
| |       |                                                |     
| | 19.9  | Further
      Assurances                       | 43  
| |       |                                                |     
| | 19.10 | Entire
      Agreement; Successors and Assigns | 43  
| |       |                                                |     
| | 19.11 | Memorandum                                     | 43  
| |       |                                                |     
| | 19.12 | Counterparts                                   | 43  

v

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EXHIBITS

|EXHIBIT A | ASSETS AND AREA OF INTEREST            
|--------- | ---------------------------------------
|EXHIBIT B | ACCOUNTING PROCEDURES                  
|EXHIBIT C | DEFINITIONS                            
|EXHIBIT D | NET SMELTER RETURNS ROYALTY CALCULATION
|EXHIBIT E | NET PROCEEDS ROYALTY CALCULATION       
|EXHIBIT F | INSURANCE                              
|EXHIBIT G | PREEMPTIVE RIGHTS                      

vi

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EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT

This
Agreement is made as of July __, 2005 (Effective Date) between Miranda
Gold Corp., a British Columbia corporation, with an office at Suite 306 - 1140
Homer Street, Vancouver, British Columbia Canada V6B 2X6 and Miranda U.S.A.,
Inc., a Nevada corporation with an office at
_________________________________________ (Miranda Gold Corp. and Miranda
U.S.A., Inc. are jointly referred to in this Agreement as Miranda) and
Barrick Gold Exploration Inc., a Delaware corporation (BGEI), with
office at 293 Spruce Road, Elko, Nevada 89801.

RECITALS

A.      Miranda
owns or controls certain properties in Lander County, State of Nevada, which
properties are described in Exhibit A.

B.      BGEI
wishes to participate with Miranda in the exploration, evaluation and, if
justified, the development and mining of mineral resources within the
Properties, and Miranda is willing to grant such rights to BGEI.

NOW
THEREFORE, in consideration of the covenants and conditions contained herein,
Miranda and BGEI agree as follows:

ARTICLE IDEFINITIONS AND CROSS-REFERENCES

**1.1**     **Definitions**.
The terms defined in Exhibit C and elsewhere shall have the defined meaning
wherever used in this Agreement, including in Exhibits.

**1.2**     **Cross-References**.
References to Exhibits, Articles, Sections and Subsections refer to
Exhibits, Articles, Sections and Subsections of this Agreement. References to
Paragraphs and Subparagraphs refer to paragraphs and subparagraphs of the
referenced Exhibits.

ARTICLE IINAME, PURPOSES AND TERM

**2.1**     **General**.
Miranda and BGEI hereby enter into this Agreement for the purposes hereinafter
stated. All of the rights and obligations of the Participants in connection with
the Assets or the Area of Interest and all Operations shall be subject to and
governed by this Agreement.

**2.2**     **Name**.
The Assets shall be managed and operated by the Participants under the name of
the Barrick / Miranda HM Venture. The Manager shall accomplish any registration
required by applicable assumed or fictitious name statutes and similar statutes.

**2.3**     **Purposes**.
This Agreement is entered into for the following purposes and for no others, and
shall serve as the exclusive means by which each of the Participants
accomplishes such purposes:

1

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(a)     
to conduct Exploration within the Area of Interest,

(b)      to
acquire additional real property and other interests within the Area of
Interest,

(c)     
to evaluate the possible Development and Mining of the Properties, and, if
justified, to engage in Development and Mining,

(d)     
to engage in Operations on the Properties,

(e)     
to engage in marketing Products, to the extent provided by Article XI,

(f)     
to complete and satisfy all Environmental Compliance obligations and Continuing
Obligations affecting the Properties, and

(g)      to
perform any other activity necessary, appropriate, or incidental to any of the
foregoing.

**2.4**     **Limitation**.
Unless the Participants otherwise agree in writing, the Operations shall be
limited to the purposes described in Section 2.3, and nothing in this Agreement
shall be construed to enlarge such purposes or to change the relationships of
the Participants as set forth in Section 4.

**2.5**     **Term**.
Unless the Business is earlier terminated as provided in this Agreement, the
term of this Agreement shall be for twenty (20) years from the Effective Date
and for so long thereafter as required (i) to salvage and dispose of all
materials, supplies, equipment and infrastructure, (ii) to complete and obtain
acceptance of any required Environmental Compliance, and (iii) to agree to a
final accounting.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES; TITLE
TO ASSETS; INDEMNITIES

**3.1**     **Representations
and Warranties of the Participants**. As of the Effective Date, each
Participant warrants and represents to the other that:

(a)      it
is a corporation duly organized and in good standing in its state or province of
incorporation and is qualified to do business and is in good standing in those
states and provinces where necessary in order to carry out the purposes of this
Agreement;

(b)     
it has the capacity to enter into and perform this Agreement and all
transactions contemplated herein and that all corporate, board of directors,
shareholder, surface and mineral rights owner, lessor, lessee and other actions
required to authorize it to enter into and perform this Agreement have been
properly taken;

(c)      it
will not breach any other agreement or arrangement by entering into or
performing this Agreement;

2

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(d)      it
is not subject to any governmental order, judgment, decree, debarment, sanction
or Laws that would preclude the permitting or implementation of Operations under
this Agreement;

(e)      this
Agreement has been duly executed and delivered by it and is valid and binding
upon it in accordance with its terms; and

(f)      in
negotiating and entering into this Agreement it has relied solely on its own
appraisals and estimates as to the value of the Assets and upon its own geologic
and engineering interpretations related thereto.

**3.2**     **Representations
and Warranties of Miranda**. As of the Effective Date, Miranda makes the
following representations and warranties to BGEI:

(a)      With
respect to those Properties Miranda owns in fee simple, if any, Miranda is in
exclusive possession of and owns such Properties free and clear of all
Encumbrances or defects in title except those specifically identified in
Paragraph 1.1 of Exhibit A.

(b)     
With respect to those Properties in which Miranda holds an interest under leases
or other contracts, including without limitation, the Miller Mining Lease: (i)
Miranda is in exclusive possession of such Properties; (ii) Miranda has not
received any notice of default of any of the terms or provisions of such leases
or other contracts; (iii) Miranda has the authority under such leases or other
contracts to perform fully its obligations under this Agreement; (iv) to
Mirandas knowledge, such leases and other contracts are valid and are in good
standing; (v) Miranda has no knowledge of any act or omission or any condition
on the Properties which could be considered or construed as a default under any
such lease or other contract; and (vi) to Mirandas knowledge, such Properties
are free and clear of all Encumbrances or defects in title except for those
specifically identified in Paragraph 1.1 of Exhibit A.

(c)      Miranda
has delivered to or made available for inspection by BGEI all Existing Data in
its possession or control, and true and correct copies of all leases or other
contracts relating to the Properties.

(d)      With
respect to unpatented mining claims and millsites located by Miranda that are
included within the Properties, except as provided in Paragraph 1.1 of Exhibit A
and subject to the paramount title of the United States: (i) the unpatented
mining claims were properly laid out and monumented; (ii) all required location
and validation work was properly performed; (iii) location notices and
certificates were properly recorded and filed with appropriate governmental
agencies; (iv) all assessment work required to hold the unpatented mining claims
has been performed and all Governmental Fees have been paid in a manner
consistent with that required of the Manager pursuant to Subsection 8.2(k)
through the assessment year ending September 1, 2006; (v) all affidavits of
assessment work, evidence of payment of Governmental Fees, and other filings
required to maintain the claims in good standing have been properly and timely
recorded or filed with appropriate governmental agencies; (vi) the claims are
free and clear of Encumbrances or defects in title; and (vii) Miranda has no
knowledge of conflicting mining claims. Nothing in this Subsection, however,
shall be

3

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deemed to be a representation or a warranty that any of the
unpatented mining claims contains a valuable mineral deposit.

(e)     
With respect to unpatented mining claims and millsites not located by Miranda
but which are included within the Properties, except as provided in Paragraph
1.1 of Exhibit A and subject to the paramount title of the United States: (i)
all assessment work required to hold the unpatented mining claims has been
performed and all Governmental Fees have been paid in a manner consistent with
that required of the Manager pursuant to Subsection 8.2(k) through the
assessment year ending September 1, 2006; (ii) all affidavits of assessment
work, evidence of payment of Governmental Fees, and other filings required to
maintain the claims in good standing have been properly and timely recorded or
filed with appropriate governmental agencies; (iii) the claims are free and
clear of Encumbrances or defects in title; and (iv) Miranda has no knowledge of
conflicting mining claims. Nothing in this Subsection, however, shall be deemed
to be a representation or a warranty that any of the unpatented mining claims
contains a valuable discovery of minerals.

(f)      With
respect to the Properties, to Mirandas knowledge, there are no pending or
threatened actions, suits, claims or proceedings, and there have been no
previous transactions affecting its interests in the Properties which have not
been for fair consideration.

(g)      Except
as to matters otherwise disclosed in writing to BGEI prior to the Effective
Date,

(i)      to
Mirandas knowledge, the conditions existing on or with respect to the
Properties and its ownership and operation of the Properties are not in
violation of any Laws (including without limitation any Environmental Laws), nor
causing or permitting any damage (including Environmental Damage) or impairment
to the health, safety, or enjoyment of any person at or on the Properties or in
the general vicinity of the Properties;

(ii)     
to Mirandas knowledge, there have been no past violations by it or by any of
its predecessors in title of any Environmental Laws or other Laws affecting or
pertaining to the Properties, nor any past creation of damage or threatened
damage to the air, soil, surface waters, groundwater, flora, fauna, or other
natural resources on, about or in the general vicinity of the Properties
(Environmental Damage); and

(iii)      Miranda
has not received inquiry from or notice of a pending investigation from any
governmental agency or of any administrative or judicial proceeding concerning
the violation of any Laws.

(h)      Miranda
has disclosed to BGEI all information it believes to be relevant concerning the
Assets and has provided to or made available for inspection by BGEI all such
information, but does not make any representation or warranty, express or
implied, as to the accuracy or completeness of the information (except as
provided in this Section 3.2) or as to the boundaries or value of the Assets.

4

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The representations and warranties set forth in this Section
3.2 shall survive the execution and delivery of any documents of Transfer
provided under this Agreement. For a representation or warranty made to a
Participants knowledge, the term knowledge shall mean actual knowledge of
the matter on the part of the officers, employees, and agents of the
representing Participant or actual knowledge of facts on the part of the
officers, employees, and agents of the representing Participant that would
reasonably lead to knowledge of the matter.

**3.3**     **Disclosures**. Each of the Participants represents and warrants that it
is unaware of any material facts or circumstances that have not been disclosed
in this Agreement, which should be disclosed to the other Participant in order
to prevent the representations and warranties in this Article from being
materially misleading.

**3.4**     **Record Title**. Title to the Assets shall be held by the Participants as
co-tenants for the benefit of the Venture, as their Participating Interests are
determined pursuant to this Agreement.

**3.5**     **Loss of Title**. Any failure or loss of title to the Assets, and all
costs of defending title, shall be charged to the Business Account, except that
all costs and losses arising out of or resulting from breach of the
representations and warranties of Miranda or BGEI as to title shall be charged
to Miranda or BGEI, as the case may be.

**3.6**     **Royalties,
Production Taxes and Other Payments Based on Production**. All required
payments of production royalties, taxes based on production of Products, and
other payments out of production to private parties and governmental entities
shall be determined and made by each Participant in proportion to its
Participating Interest, and each Participant undertakes to make such payments
timely and otherwise in accordance with applicable laws and agreements. If
separate payment is not permitted, each Participant shall determine and pay its
proportionate share in advance to the Participant obligated to make such payment
and such Participant shall timely make such payment. Each Participant shall
furnish to the other Participant evidence of timely payment for all such
required payments. In the event that either Participant fails to make any such
required payment, the other Participant shall have the right to make such
payment and shall thereby become subrogated to the rights of such third party;
provided, however, that the making of any such payment on behalf of the other
Participant shall not constitute acceptance by the paying Participant of any
liability to such third party for the underlying obligation.

**3.7**     **Indemnities/Limitation of Liability**.

(a)      Each
Participant shall indemnify the other Participant, its directors, officers,
employees, agents and attorneys, or Affiliates (collectively Indemnified
Participant) from and against the entire amount of any Material Loss. A
Material Loss shall mean all costs, expenses, damages or liabilities,
including attorneys fees and other costs of litigation (either threatened or
pending) arising out of or based on a breach by a Participant (Indemnifying
Participant) of any representation, warranty or covenant contained in this
Agreement, including without limitation:

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(i)      any
failure by a Participant to determine accurately and make timely payment of its
proportionate share of required royalties, production taxes and other payments
out of production to third parties as required by Section 3.6;

(ii)     
any action taken for or obligation or responsibility assumed on behalf of the
other Participant, its directors, officers, employees, agents and attorneys, or
Affiliates by a Participant, any of its directors, officers, employees, agents
and attorneys, or Affiliates, in violation of Section 4.1;

(iii)      failure
of a Participant or its Affiliates to comply with the non-compete or Area of
Interest provisions of Section 12.6 or Article XIII; and

(iv)      failure
of a Participant or its Affiliates to comply with the preemptive right under
Section 16.3 and Exhibit G.

(b)     
If any claim or demand is asserted against an Indemnified Participant in respect
of which such Indemnified Participant may be entitled to indemnification under
this Agreement, written notice of such claim or demand shall promptly be given
to the Indemnifying Participant. The Indemnifying Participant shall have the
right, but not the obligation, by notifying the Indemnified Participant within
thirty (30) days after its receipt of the notice of the claim or demand, to
assume the entire control of (subject to the right of the Indemnified
Participant to participate, at the Indemnified Participants expense and with
counsel of the Indemnified Participants choice), the defense, compromise, or
settlement of the matter, including, at the Indemnifying Participants expense,
employment of counsel of the Indemnifying Participants choice. Any damages to
the assets or business of the Indemnified Participant caused by a failure by the
Indemnifying Participant to defend, compromise, or settle a claim or demand in a
reasonable and expeditious manner requested by the Indemnified Participant,
after the Indemnifying Participant has given notice that it will assume control
of the defense, compromise, or settlement of the matter, shall be included in
the damages for which the Indemnifying Participant shall be obligated to
indemnify the Indemnified Participant. Any settlement or compromise of a matter
by the Indemnifying Participant shall include a full release of all claims
against the Indemnified Participant related to or arising out of the indemnified
claim or demand.

**3.8**     **Environmental
Obligations**. Until such time as BGEI completes its Initial
Contribution, Miranda will retain all responsibility for Environmental
Compliance and Environmental Liabilities associated with or arising out of (i)
past operations conducted by Miranda on the Property and (ii) conditions
existing on the Property prior to the Effective Date of this Agreement, except
to the extent such operations or conditions are affected by BGEIs Exploration
Operations on the Property. BGEI shall have responsibility for Environmental
Compliance and Environmental Liabilities associated with or arising out of any
surface disturbance resulting from BGEIs Exploration Operations until it has
completed its Initial Contribution. In the event BGEI satisfies its Initial
Contribution requirement and vests in an initial Participating Interest, all
Environmental Compliance and Environmental Liabilities shall become the
responsibility of the Venture and shall be shared by the Participants in
proportion to their Participating Interests.

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ARTICLE IVRELATIONSHIP OF THE PARTICIPANTS

**4.1**     **No
Partnership**. Nothing contained in this Agreement shall be deemed to
constitute either Participant the partner or the venturer of the other, or,
except as otherwise herein expressly provided, to constitute either Participant
the agent or legal representative of the other, or to create any fiduciary
relationship between them. The Participants do not intend to create, and this
Agreement shall not be construed to create, any mining, commercial or other
partnership or joint venture. Neither Participant, nor any of its directors,
officers, employees, agents and attorneys, or Affiliates, shall act for or
assume any obligation or responsibility on behalf of the other Participant,
except as otherwise expressly provided herein, and any such action or assumption
by a Participants directors, officers, employees, agents and attorneys, or
Affiliates shall be a breach by such Participant of this Agreement. The rights,
duties, obligations and liabilities of the Participants shall be several and not
joint or collective. Each Participant shall be responsible only for its
obligations as herein set out and shall be liable only for its share of the
costs and expenses as provided herein, and it is the express purpose and
intention of the Participants that their ownership of Assets and the rights
acquired hereunder shall be as tenants in common.

**4.2**     **Federal
Tax Elections and Allocations**. The Participants elect not to constitute
a tax partnership within the meaning of Section 761(a) of the United States
Internal Revenue Code of 1986, as amended.

**4.3**     **State
Income Tax**. To the extent permissible under applicable law, the
relationship of the Participants shall be treated for state income tax purposes
in the same manner as it is for federal income tax purposes.

**4.4**     **Other
Business Opportunities.**

(a)      Except
as expressly provided in this Agreement, each Participant shall have the right
to engage in and receive full benefits from any independent business activities
or operations, whether or not competitive with this Business, without consulting
with, or obligation to, the other Participant. The doctrines of corporate
opportunity or business opportunity shall not be applied to this Business or to
any other activity or operation of either Participant.

(b)     
Neither Participant shall have any obligation to the other with respect to any
opportunity to acquire any property outside the Area of Interest at any time,
or, except as otherwise provided in Section 12.6, within the Area of Interest
after the termination of the Business.

(a)      (b)
Miranda hereby grants to BGEI the right to process any Products produced from
the Properties on arms length, commercially competitive terms. BGEI shall
exercise such right by proposing a processing agreement to Miranda as part of
the Development Program and Budget. If the Participants are unable to agree on
the terms of the processing agreement within one hundred and twenty (120) days
after the approval of the Development Program and Budget, the Participants
shall, at the request of either Participant, attempt to mediate the unresolved
issues before a mutually acceptable mediator. The mediation shall be

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completed within three (3) weeks of the request for mediation
unless the Participants agree in writing to extend the period. If the
Participants are unable to reach agreement on the terms of the processing
agreement through mediation, then Miranda may solicit proposals from third
parties to process its share of the Products. Prior to accepting any such
third-party offer, Miranda shall give BGEI thirty (30) days to review the offer.
Within such thirty-day period, BGEI may elect to process Mirandas share of the
Products on the terms set forth in the proposed processing agreement. If BGEI
fails to so elect within the thirty-day period, Miranda may accept the proposed
third-party processing agreement. Except as provided in this Subsection 4.4(c)
or otherwise agreed in writing, neither Participant shall have any obligation to
mill, beneficiate or otherwise treat any Products in any facility owned or
controlled by such Participant.

**4.5**     **Waiver
of Rights to Partition or Other Division of Assets**. The Participants
hereby waive and release all rights of partition, or of sale in lieu thereof, or
other division of Assets, including any such rights provided by Law.

**4.6**     **Transfer
or Termination of Rights to Properties**. Except as otherwise provided in
this Agreement, neither Participant shall Transfer all or any part of its
interest in the Assets or this Agreement or otherwise permit or cause such
interests to terminate.

**4.7**     **Implied Covenants**. There are no implied covenants contained in this
Agreement other than those of good faith and fair dealing.

**4.8**     **No
Third Party Beneficiary Rights**. This Agreement shall be construed to
benefit the Participants and their respective successors and assigns only, and
shall not be construed to create third party beneficiary rights in any other
party or in any governmental organization or agency, except to the extent
required by Project Financing and as provided in Subsection 3.7(a) .

ARTICLE VCONTRIBUTIONS BY PARTICIPANTS

**5.1**     **Participants Initial Contributions**.

(a)      Miranda,
as its Initial Contribution, hereby contributes the Assets described in Exhibit
A to the purposes of this Agreement. The amount of One Million Three Hundred
Thirty-Three Thousand Three Hundred and Thirty-Three and 60/100 Dollars
($1,333,333.60) shall be credited to Mirandas Equity Account on the Effective
Date with respect to Mirandas Initial Contribution.

(b)      Subject
to BGEIs right of withdrawal as set forth in Section 5.2, BGEI, as its Initial
Contribution, shall:

(i)      expend
a total of Two Million Dollars and 40/100 Dollars ($2,000,000.40) in Qualifying
Expenses to fund Operations under Subsection 5.1(c) on or before December 31,
2009 in minimum amounts scheduled as follows:

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On or before December 31, 2006
    $300,000.00On or before December 31, 2007
    $400,000.00On or before December 31, 2008
    $600,000.00On or before December 31, 2009
    $700,000.00


Any amount expended by BGEI in excess of the amount required by
a particular date shall be credited against the minimum expenditure requirement
for subsequent years. If BGEI fails to expend a total of Three Hundred Thousand
Dollars ($300,000.00) in Qualifying Expenses on or before December 31, 2006,
BGEI shall pay the difference between that amount and the amount of Qualifying
Expenses expended on or before December 31, 2006 to Miranda on or before
February 28, 2007;

(ii)      complete
a total of 3,000 feet of drilling on the Properties on or before December 31,
2006; and

(iii)     make
payments to Miranda as provided in Section 5.4.

Upon the completion of BGEIs Initial Contribution, the amount
of Two Million Dollars ($2,000,000.40) shall be credited to BGEIs Equity
Account.

(c)      Until
the later to occur of (i) BGEI completing its Initial Contribution or (ii) BGEI
electing not to make or completing its Additional Earn-In, BGEI shall have the
sole right to determine the nature, timing, scope, extent and method of all
Operations without any obligation to hold meetings of the Management Committee,
to prepare Programs and Budgets for review, comment or approval by Miranda, or
to obtain the approval or consent of Miranda or the Management Committee. In
conducting such Operations, BGEI shall be entitled, but shall not be obligated,
to exercise any of the applicable powers of the Manager in Section 8.2, except
that until the later to occur of (i) BGEI completing its Initial Contribution or
(ii) BGEI electing not to make or completing its Additional Earn-In it shall not
be entitled or required to perform the activities described in Subsections
8.2(g), (i), (l) and (s) that would otherwise require consent of the Management
Committee or of Miranda. Provided, however, that subject to the requirements of
the underlying lease agreement and after first offering to return those parts to
Miranda, BGEI may allow parts of the Properties to lapse. Miranda shall clarify
and cure any title and or claim defects or validity issues affecting the
Properties or at its discretion, BGEI may clarify and cure such defects or
validity issues, the cost of which shall constitute a Qualifying Expense. Prior
to the later to occur of (i) BGEI completing its Initial Contribution or (ii)
BGEI electing not to make or completing its Additional Earn-In, BGEI, in lieu of
any reporting requirements under this Agreement, shall:

(i)      keep
Miranda generally informed concerning all material Operations and other material
activities affecting the Properties;

(ii)      within
sixty (60) days after the end of the second and fourth quarters, commencing with
the fourth quarter of 2005, furnish to Miranda a reasonably detailed written
report of all Operations conducted on or for the benefit of the Properties
during the preceding six month period;

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(iii)      make
available for inspection and copying by Miranda all factual and interpretive
reports, studies and analyses concerning the Properties, and make all core and
other samples available for inspection by Miranda; and

(iv)      within
sixty (60) days after the end of the second and fourth quarters, commencing with
the fourth quarter of 2005, submit to Miranda a statement of Qualifying Expenses
incurred during the preceding six month period.

BGEI makes no representation or warranty, express or implied,
as to the accuracy or completeness of the data and information provided to
Miranda in accordance with (i) through (iv) above.

(d)      Miranda
shall provide BGEI with written notice of any exceptions it may have to the
statement of Qualifying Expenses submitted to it as provided above within three
(3) months after receipt of the statement. Failure to provide such notice within
the three (3) month period shall constitute acceptance by Miranda of the stated
Qualifying Expenses.

**5.2**     **Failure
to Make Initial Contribution**.

(a)      BGEIs
failure to make its Initial Contribution in accordance with the provisions of
this Article, if not cured within thirty (30) days after notice by Miranda of
such default, shall be deemed to be a withdrawal of BGEI from the Business, the
termination of its Participating Interest hereunder and a transfer of its
Participating Interest to Miranda. Upon such event, BGEI shall have no further
right, title or interest in the Assets and it shall take such actions as are
necessary to ensure that all Assets are free and clear of any Encumbrances
arising by, through or under it, except for such Encumbrances to which the
Participants may have agreed. Subject to Subsection 5.2(b) below, BGEIs
withdrawal shall be effective upon such failure, but such withdrawal shall not
relieve BGEI of its obligation to Miranda to fund Operations up to the amount of
BGEIs contractual obligations to third parties, nor shall such withdrawal
relieve BGEI of its responsibility to fund and satisfy BGEIs share of
liabilities to third persons (regardless of whether such liabilities accrue
before or after such withdrawal), including Environmental Liabilities,
Continuing Obligations and costs of Environmental Compliance, arising from
Operations conducted by BGEI prior to BGEIs withdrawal.

(b)      Notwithstanding
Subsection 5.2(a) above, in the event BGEI, within sixty (60) days after the
Effective Date, determines that conditions may exist on the Properties which
may, in BGEIs judgment, result in a violation of Environmental Laws, BGEI shall
have the right to withdraw from the Business by giving written notice to Miranda
of such withdrawal. BGEIs withdrawal shall be effective upon receipt by Miranda
of such notice, but such withdrawal shall not relieve BGEI of its obligation to
fund Operations up to Three Hundred Thousand Dollars ($300,000.00) . Such
withdrawal shall, however, relieve BGEI of its responsibility to fund and
satisfy BGEIs share of liabilities to third parties (regardless of whether such
liabilities accrue before or after such withdrawal), including Environmental
Liabilities, Continuing Obligations and costs of Environmental Compliance, other
than those arising out of Operations conducted by BGEI after the Effective Date
and prior to its withdrawal. BGEI obligation to fund and to satisfy such
liabilities shall not exceed Three Hundred Thousand Dollars ($300,000.00) .
Except as provided in this Subsection and except as may be otherwise expressly
provided herein, BGEIs

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withdrawal shall relieve BGEI from any other obligation to make
contributions, to fund Operations, to incur costs, or to pay liabilities to
third parties hereunder.

**5.3**     **Additional
Contributions**. As of the later to occur of (i) BGEIs completion of its
Initial Contribution or (ii) BGEIs election not to make or completing its
Additional Earn-In, the Participants, subject to any election permitted by
Subsection 9.5(a), shall be obligated to contribute funds to adopted Programs
and Budgets in proportion to their respective Participating Interests.

**5.4**     **Payments
to Miranda**. Provided that this Agreement is in effect on the date due,
BGEI shall make the following payments to Miranda on the dates specified:

Upon execution of this Agreement
    $30,000.00Upon January 1, 2007
    $30,000.00Upon January 1, 2008
    $30,000.00Upon January 1, 2009
    $20,000.00


These payments shall not constitute Qualifying Expenses.

**5.5**     **Additional
Earn In**.

(a)      BGEI
shall have the option and right, at is sole discretion, to elect to increase its
Participating Interest incrementally by up to an additional ten percent (10%),
to a total of seventy percent (70%), by making additional Qualifying Expenses in
minimum annual amounts of no less than One Million Dollars ($1,000,000) per
year. Such additional Qualifying Expenses shall be made, if at all, on or before
December 31, 2015. BGEI may accelerate the making of such Qualifying Expenses at
its sole discretion. Any amount expended by BGEI in excess of One Million
Dollars ($1,000,000.00) per year shall be credited against the One Million
Dollar ($1,000,000.00) per year minimum expenditure requirement for subsequent
years. If BGEI makes additional Qualifying Expenses as provided in this
Subsection, BGEI shall immediately increase its Participating Interest at the
rate of one percent (1%) for each Six Hundred Thousand Dollars ($600,000.00) of
additional Qualifying Expenses, or pro-rata increment thereof, funded by BGEI
under this Subsection. At any time, and at its sole discretion, BGEI by giving
written notice to Miranda may elect to suspend funding additional Qualifying
Expenses under this Subsection, and the respective Participating Interests of
the Participants shall be computed at that point based on the actual amount of
additional Qualifying Expenses funded by BGEI. Thereafter, the Participants
shall participate and contribute to the Business based on the recalculated
Participating Interests.

(b)      In
the event BGEI elects not to complete all of its additional earn-in option to a
full seventy percent (70%) by funding a cumulative total of Eight Million
Dollars ($8,000,000.00) of Qualifying Expenditures as provided in this Section,
Miranda may elect to not contribute to subsequent Programs and Budgets until
such time as BGEI has funded a cumulative total of Eight Million Dollars
($8,000,000.00) of Qualifying Expenses. If Miranda elects to not contribute to a
subsequent Program and Budget, Mirandas Participating Interest shall dilute at
the rate of one percent (1%) per One Million Dollars ($1,000,000.00) of
Qualifying Expenses made by BGEI, or pro-rata increment thereof, until BGEIs
cumulative

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funding of Qualifying Expenses totals Eight Million Dollars
($8,000,000.00) . Thereafter the Participants Participating Interests shall be
subject to dilution as provided in Article IX.

(c)      BGEI,
at its sole discretion, may increase its Participating Interest by an additional
five percent (5%) by arranging or providing post-feasibility financing for
Mirandas share of the Program and Budget for the Development of the Approved
Alternative. BGEI shall exercise such right by proposing financing terms to
Miranda as part of the Development Program and Budget. If the Participants are
unable to agree on the terms of the financing terms within one hundred and
twenty (120) days after the approval of the Development Program and Budget, the
Participants shall, at the request of either Participant, attempt to mediate the
unresolved issues before a mutually acceptable mediator. The mediation shall be
completed within three (3) weeks of the request for mediation unless the
Participants agree in writing to extend the period. If the Participants are
unable to reach agreement on the terms of the financing terms through mediation,
then Miranda may solicit financing proposals from third parties. Prior to
accepting any such third-party offer, Miranda shall give BGEI thirty (30) days
to review the offer. Within such thirty-day period, BGEI may elect to finance
Mirandas share of the Program and Budget for Development of the Approved
Alternative on the proposed financing terms. If BGEI fails to so elect within
the thirty-day period, Miranda may accept the proposed third-party financing
terms.

(d)      If
BGEI increases its Participating Interest as provided in this Section 5.5, the
Equity Account of each Participant shall be revised so that the ratio of the
Participants Equity Account to the total amount of the Participants Equity
Accounts is equal to the Participants recalculated Participating Interest.

ARTICLE VIINTERESTS OF PARTICIPANTS

**6.1**     **Initial
Participating Interests**. The Participants shall have the following
initial Participating Interests:

Miranda
    -
    40%BGEI
    -
    60%


**6.2**     **Changes
in Participating Interests**. The Participating Interests shall be
eliminated or changed as follows:

(a)      As
provided in Section 5.5;

(b)      Upon
withdrawal or deemed withdrawal as provided in Sections 5.2, 6.3, and Article
XII;

(c)      Upon
an election by either Participant pursuant to Section 9.5 to contribute less to
an adopted Program and Budget than the percentage equal to its Participating
Interest, or to contribute nothing to an adopted Program and Budget;

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(d)     
In the event of default by either Participant in making its agreed-upon
contribution to an adopted Program and Budget, followed by an election by the
other Participant to invoke any of the remedies in Section 10.5;

(e)      Upon
Transfer by either Participant of part or all of its Participating Interest in
accordance with Article XVI; or

(f)      Upon
acquisition by either Participant of part or all of the Participating Interest
of the other Participant, however arising.

**6.3**     **Elimination
of Minority Interest**.

(a)      A
Reduced Participant whose Recalculated Participating Interest becomes less than
ten percent (10%) shall be deemed to have withdrawn from the Business and shall
relinquish its entire Participating Interest free and clear of any Encumbrances
arising by, through or under the Reduced Participant, except any such
Encumbrances listed in Paragraph 1.1 of Exhibit A or to which the Participants
have agreed. Such relinquished Participating Interest shall be deemed to have
accrued automatically to the other Participant. Subject to Section 6.4, the
Reduced Participant shall thereafter have no further right, title, or interest
in the Assets, the Business, or under this Agreement, except that the Reduced
Participant shall have the right to receive a royalty equal to one percent (1%)
of Net Smelter Returns calculated as provided in Exhibit D. In such event, the
Reduced Participant shall execute and deliver an appropriate conveyance of all
of its right, title and interest in the Assets and the Business to the remaining
Participant.

(b)      The
relinquishment, withdrawal and entitlements for which this Section provides
shall be effective as of the effective date of the recalculation underSections 9.5 or 10.5 and shall not be subject to subsequent recalculation.

**6.4**     **Continuing
Liabilities Upon Adjustments of Participating Interests**. Any reduction
or elimination of either Participants Participating Interest under Section 6.2
shall not relieve such Participant of its share of any liability, including,
without limitation, Continuing Obligations, Environmental Liabilities and costs
of Environmental Compliance, whether arising, before or after such reduction or
elimination, out of its status as a Participant in the Business or out of
Operations conducted during the term of this Agreement but prior to such
reduction or elimination, regardless of when any funds may be expended to
satisfy such liability. For purposes of this Section, such Participants share
of such liability shall be equal to its Participating Interest at the time the
act or omission giving rise to the liability occurred, after first taking into
account any adjustment of Participating Interests under Sections 5.5, 6.3, 9.5,
9.6 and 10.5 (or, as to such liability arising out of acts or omissions
occurring or conditions existing prior to the Effective Date, equal to such
Participants initial Participating Interest). Should the cumulative cost of
satisfying Continuing Obligations be in excess of cumulative amounts accrued or
otherwise charged to the Environmental Compliance Fund as described in Exhibit
B, each of the Participants shall be liable for its proportionate share (i.e.,
Participating Interest at the time of the act or omission giving rise to such
liability occurred), after first taking into account any adjustment of
Participating Interests under Sections 5.5, 6.3, 9.5, 9.6 and 10.5, of the cost
of satisfying such Continuing Obligations, notwithstanding that either
Participant has previously

13

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withdrawn from the Business or that its Participating Interest
has been reduced or converted to a Net Smelter Returns interest pursuant to
Subsection 6.3(a) .

**6.5**     **Documentation
of Adjustments to Participating Interests**. Adjustments to the
Participating Interests need not be evidenced during the term of this Agreement
by the execution and recording of appropriate instruments, but each
Participants Participating Interest and related Equity Account balance shall be
shown in the accounting records of the Manager, and any adjustments thereto,
including any adjustment of Participating Interests under Sections 5.5, 6.3,
9.5, 9.6 and 10.5, shall be made monthly. However, either Participant, at any
time upon the request of the other Participant, shall execute and acknowledge
instruments necessary to evidence such adjustments in form sufficient for filing
and recording in the jurisdiction where the Properties are located.

**6.6**     **Grant
of Lien and Security Interest**.

(a)      Subject
to Section 6.7, each Participant grants to the other Participant a lien upon and
a security interest in its Participating Interest, including all of its right,
title and interest in the Assets, whenever acquired or arising, and the proceeds
from and accessions to the foregoing.

(b)      The
liens and security interests granted by Subsection 6.6(a) shall secure every
obligation or liability of the Participant granting such lien or security
interest created under this Agreement, including the obligation to repay a Cover
Payment in accordance with Section 10.4. Each Participant hereby agrees to take
all action necessary to perfect such lien and security interest and hereby
appoints the other Participant its attorney-in-fact to execute, file and record
all financing statements and other documents necessary to perfect or maintain
such lien and security interest.

**6.7**     **Subordination
of Interests**. Each Participant shall, from time to time, take all
necessary actions, including execution of appropriate agreements, to pledge and
subordinate its Participating Interest, any liens it may hold which are created
under this Agreement other than those created pursuant to Section 6.6 hereof,
and any other right or interest it holds with respect to the Assets (other than
any statutory lien of the Manager) to any secured borrowings for Operations
approved by the Management Committee, including any secured borrowings relating
to Project Financing, and any modifications or renewals thereof.

ARTICLE VIIMANAGEMENT COMMITTEE

**7.1**     **Organization
and Composition**. The Participants hereby establish a Management
Committee to determine overall policies, objectives, procedures, methods and
actions under this Agreement. The Management Committee shall consist of two (2)
members appointed by Miranda and two (2) members appointed by BGEI. Each
Participant may appoint one or more alternates to act in the absence of a
regular member. Any alternate so acting shall be deemed a member. Appointments
by a Participant shall be made or changed by notice to the other members. BGEI
shall designate one of its members to serve as the chair of the Management
Committee.

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**7.2**     **Decisions**.
After the later to occur of (i) BGEI completing its Initial Contribution or (ii)
BGEI electing not to make or completing its Additional Earn-In, each
Participant, acting through its appointed members in attendance at the meeting,
shall have the votes on the Management Committee in proportion to its
Participating Interest. Unless otherwise provided in this Agreement, the vote of
the Participant with a Participating Interest over fifty (50%) shall determine
the decisions of the Management Committee.

**7.3**     **Meetings**.

(a)      After
the later to occur of (i) BGEI completing its Initial Contributionor
(ii) BGEI electing not to make or completing its Additional Earn-In, the
Management Committee shall hold regular meetings twice annually in Elko, Nevada,
or at other agreed places. The Manager shall give fifteen (15) days notice to
the Participants of such meetings. Additionally, either Participant may call a
special meeting upon ten (10) days notice to the other Participant. In case of
an emergency, reasonable notice of a special meeting shall suffice. There shall
be a quorum if at least one member representing each Participant is present;
provided, however, that if a Participant fails to attend a properly called
meeting, then a quorum shall exist at the next meeting if the other Participant
is represented by at least one appointed member, and a vote of such Participant
shall be considered the vote required for the purposes of the conduct of all
business properly noticed even if such vote would otherwise require unanimity.

(b)     
If business cannot be conducted at a regular or special meeting due to the lack
of a quorum, either Participant may call the next meeting upon two (2) days
notice to the other Participant.

(c)      Each
notice of a meeting shall include an itemized agenda prepared by the Manager in
the case of a regular meeting or by the Participant calling the meeting in the
case of a special meeting, but any matters may be considered with the consent of
the other Participant. The Manager shall prepare minutes of all meetings and
shall distribute copies of such minutes to the other Participant within fifteen
(15) days after the meeting. Either Participant may electronically record the
proceedings of a meeting with the consent of the other Participant. The other
Participant shall sign and return or object to the minutes prepared by the
Manager within ten (10) days after receipt, and failure to do either shall be
deemed acceptance of the minutes as prepared by the Manager. The minutes, when
signed or deemed accepted by both Participants, shall be the official record of
the decisions made by the Management Committee. Decisions made at a Management
Committee meeting shall be implemented in accordance with adopted Programs and
Budgets. If a Participant timely objects to minutes proposed by the Manager, the
members of the Management Committee shall seek, for a period not to exceed
thirty (30) days from receipt by the Manager of notice of the objections, to
agree upon minutes acceptable to both Participants. If the Management Committee
does not reach agreement on the minutes of the meeting within such thirty (30)
day period, the minutes of the meeting as prepared by the Manager together with
the other Participants proposed changes shall collectively constitute the
record of the meeting. If personnel employed in Operations are required to
attend a Management Committee meeting, reasonable costs incurred in connection
with such attendance shall be charged to the Business Account. All other costs
shall be paid by the Participants individually.

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**7.4**     **Action Without Meeting in Person**. In lieu of meetings in person, the
Management Committee may conduct meetings by telephone or video conference, so
long as minutes of such meetings are prepared in accordance with Subsection
7.3(c) . The Management Committee may also take actions in writing signed by all
members.

**7.5**     **Matters
Requiring Approval**. Except as provided in Subsection 5.1(c) and as
otherwise delegated to the Manager in Section 8.2, the Management Committee
shall have exclusive authority to determine all matters related to overall
policies, objectives, procedures, methods and actions under this Agreement.

ARTICLE VIII MANAGER

**8.1**     **Appointment**. The Participants hereby appoint BGEI as the Manager with
overall management responsibility for Operations. BGEI hereby agrees to serve
until it resigns as provided in Section 8.4.

**8.2**     **Powers
and Duties of Manager**. Subject to the terms and provisions of this
Agreement, the Manager shall have the following powers and duties, which shall
be discharged in accordance with adopted Programs and Budgets.

(a)      The
Manager shall manage, direct and control Operations, and shall prepare and
present to the Management Committee proposed Programs and Budgets as provided in
Article IX.

(b)     
The Manager shall implement the decisions of the Management Committee, shall
make all expenditures necessary to carry out adopted Programs, and shall
promptly advise the Management Committee if it lacks sufficient funds to carry
out its responsibilities under this Agreement.

(c)      The
Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all
material, supplies, equipment, water, utility and transportation services
required for Operations, such purchases and acquisitions to be made to the
extent reasonably possible on the best terms available, taking into account all
of the circumstances; (ii) obtain such customary warranties and guarantees as
are available in connection with such purchases and acquisitions; and (iii) keep
the Assets free and clear of all Encumbrances, except any such Encumbrances
listed in Paragraph 1.1 of Exhibit A and those existing at the time of, or
created concurrent with, the acquisition of such Assets, or mechanics or
materialmens liens (which shall be contested, released or discharged in a
diligent matter) or Encumbrances specifically approved by the Management
Committee.

(d)     
The Manager shall conduct such title examinations of the Properties and cure
such title defects pertaining to the Properties as may be advisable in its
reasonable judgment.

(e)      The
Manager shall: (i) make or arrange for all payments required by leases,
licenses, permits, contracts and other agreements related to the Assets; (ii)
pay all taxes, assessments and like charges on Operations and Assets except
taxes determined or measured by

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a Participants sales revenue or net income and taxes,
including production taxes, attributable to a Participants share of Products,
and shall otherwise promptly pay and discharge expenses incurred in Operations;
provided, however, that if authorized by the Management Committee, the Manager
shall have the right to contest (in the courts or otherwise) the validity or
amount of any taxes, assessments or charges if the Manager deems them to be
unlawful, unjust, unequal or excessive, or to undertake such other steps or
proceedings as the Manager may deem reasonably necessary to secure a
cancellation, reduction, readjustment or equalization thereof before the Manager
shall be required to pay them, but the Manager shall not permit or allow title
to the Assets to be lost as the result of the nonpayment of any taxes,
assessments or like charges; and (iii) do all other acts reasonably necessary to
maintain the Assets.

(f)      The
Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii)
comply with all Laws; (iii) notify promptly the Management Committee of any
allegations of substantial violation thereof; and (iv) prepare and file all
reports or notices required for or as a result of Operations. The Manager shall
not be in breach of this provision if a violation has occurred in spite of the
Managers good faith efforts to comply consistent with its standard of care
under Section 8.3. In the event of any such violation, the Manager shall timely
cure or dispose of such violation on behalf of both Participants through
performance, payment of fines and penalties, or both, and the cost thereof shall
be charged to the Business Account.

(g)      The
Manager shall prosecute and defend, but shall not initiate without consent of
the Management Committee, all litigation or administrative proceedings arising
out of Operations. The non-managing Participant shall have the right to
participate, at its own expense, in such litigation or administrative
proceedings. The non-managing Participant shall approve in advance any
settlement involving payments, commitments or obligations in excess of One
Hundred Thousand Dollars ($100,000.00) in cash or value.

(h)     
The Manager shall provide insurance for the benefit of the Participants as
provided in Exhibit F or as may otherwise be determined from time to time by the
Management Committee.

(i)      The
Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in
the ordinary course of business, except that Properties may be abandoned or
surrendered only as provided in Article XIV. Without prior authorization from
the Management Committee, however, the Manager shall not: (i) dispose of Assets
in any one transaction (or in any series of related transactions) having a value
in excess of One Hundred Thousand Dollars ($100,000.00); (ii) enter into any
sales contracts or commitments for Product, except as permitted in Section 11.2;
(iii) begin a liquidation of the Business; or (iv) dispose of all or a
substantial part of the Assets necessary to achieve the purposes of the
Business.

(j)      The
Manager shall have the right to carry out its responsibilities hereunder through
agents, Affiliates or independent contractors.

(k)      The
Manager shall perform or cause to be performed all assessment and other work,
and shall pay all Governmental Fees required by Law in order to maintain the
unpatented mining claims, mill sites and tunnel sites included within the
Properties. The Manager shall have the right to perform the assessment work
required hereunder pursuant to a

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common plan of exploration and continued actual occupancy of
such claims and sites shall not be required. The Manager shall not be liable on
account of any determination by any court or governmental agency that the work
performed by the Manager does not constitute the required annual assessment work
or occupancy for the purposes of preserving or maintaining ownership of the
claims, provided that the work done is pursuant to an adopted Program and Budget
and is performed in accordance with the Managers standard of care under Section
8.3. The Manager shall timely record with the appropriate county and file with
the appropriate United States agency any required affidavits, notices of intent
to hold and other documents in proper form attesting to the payment of
Governmental Fees, the performance of assessment work or intent to hold the
claims and sites, in each case in sufficient detail to reflect compliance with
the requirements applicable to each claim and site. The Manager shall not be
liable on account of any determination by any court or governmental agency that
any such document submitted by the Manager does not comply with applicable
requirements, provided that such document is prepared and recorded or filed in
accordance with the Managers standard of care under Section 8.3.

(l)     
If authorized by the Management Committee, the Manager may: (i) locate, amend or
relocate any unpatented mining claim or mill site or tunnel site, (ii) locate
any fractions resulting from such amendment or relocation, (iii) apply for
patents or mining leases or other forms of mineral tenure for any such
unpatented claims or sites, (iv) abandon any unpatented mining claims for the
purpose of locating mill sites or otherwise acquiring from the United States
rights to the ground covered thereby, (v) abandon any unpatented mill sites for
the purpose of locating mining claims or otherwise acquiring from the United
States rights to the ground covered thereby, (vi) exchange with or convey to the
United States any of the Properties for the purpose of acquiring rights to the
ground covered thereby or other adjacent ground, and (vii) convert any
unpatented claims or mill sites into one or more leases or other forms of
mineral tenure pursuant to any Law hereafter enacted.

(m)     
The Manager shall keep and maintain all required accounting and financial
records pursuant to the procedures described in Exhibit B and in accordance with
customary cost accounting practices in the mining industry, and shall ensure
appropriate separation of accounts unless otherwise agreed by the Participants.

(n)      The
Manager shall maintain Equity Accounts for each Participant. Each Participants
Equity Account shall be credited with the value of such Participants
contributions under Subsections5.1(a) and 5.1(b) and shall be credited
with amounts contributed by such Participant under Sections 5.3 and 5.5. Each
Participants Equity Account shall be charged with the cash and the fair market
value of property distributed to such Participant (net of liabilities assumed by
such Participant and liabilities to which such distributed property is subject).
Contributions and distributions shall include all cash contributions or
distributions plus the agreed value (expressed in dollars) of all in-kind
contributions or distributions. Solely for purposes of determining the Equity
Account balances of the Participants, the Manager shall reasonably estimate the
fair market value of all Products distributed to the Participants, and such
estimated value shall be used regardless of the actual amount received by each
Participant upon disposition of such Products.

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(o)      Subject
to Subsection 5.1(c), the Manager shall keep the Management Committee advised of
all Operations by submitting in writing to the members of the Management
Committee: (i) monthly progress reports that include statements of expenditures
and comparisons of such expenditures to the adopted Budget; (ii) periodic
summaries of data acquired; (iii) copies of reports concerning Operations; (iv)
a detailed final report within sixty (60) days after completion of each year or
a Program and Budget if for a period of less than one year, which shall include
comparisons between actual and budgeted expenditures and comparisons between the
objectives and results of Programs; and (v) such other reports as any member of
the Management Committee may reasonably request. Subject to Article XVIII, at
all reasonable times the Manager shall provide the Management Committee, or
other representative of a Participant upon the request of such Participants
member of the Management Committee, access to, and the right to inspect and, at
such Participants cost and expense, copies of the Existing Data and all maps,
drill logs and other drilling data, core, pulps, reports, surveys, assays,
analyses, production reports, operations, technical, accounting and financial
records, and other Business Information, to the extent preserved or kept by the
Manager, subject to Article XVIII. In addition, the Manager shall allow the
non-managing Participant, at the latters sole risk, cost and expense, and
subject to reasonable safety regulations, to inspect the Assets and Operations
at all reasonable times, so long as the non-managing Participant does not
unreasonably interfere with Operations.

(p)      The
Manager shall prepare an Environmental Compliance plan for all Operations
consistent with the requirements of any applicable Laws or contractual
obligations and shall include in each Program and Budget sufficient funding to
implement the Environmental Compliance plan and to satisfy the financial
assurance requirements of any applicable Law or contractual obligation
pertaining to Environmental Compliance. To the extent practical, the
Environmental Compliance plan shall incorporate concurrent reclamation of
Properties disturbed by Operations.

(q)     
The Manager shall undertake to perform Continuing Obligations when and as
economic and appropriate, whether before or after termination of the Business.
The Manager shall have the right to delegate performance of Continuing
Obligations to persons having demonstrated skill and experience in relevant
disciplines. As part of each Program and Budget submittal, the Manager shall
specify in such Program and Budget the measures to be taken for performance of
Continuing Obligations and the cost of such measures. The Manager shall keep the
other Participant reasonably informed about the Managers efforts to discharge
Continuing Obligations. Authorized representatives of each Participant shall
have the right from time to time to enter the Properties to inspect work
directed toward satisfaction of Continuing Obligations and audit books, records,
and accounts related thereto.

(r)      The
funds that are to be deposited into the Environmental Compliance Fund shall be
maintained by the Manager in a separate, interest bearing cash management
account, which may include, but is not limited to, money market investments and
money market funds, and/or in longer term investments if approved by the
Management Committee. Such funds shall be used solely for Environmental
Compliance and Continuing Obligations, including the committing of such funds,
interests in property, insurance or bond policies, or other security to satisfy
Laws regarding financial assurance for the reclamation or restoration of the
Properties, and for other Environmental Compliance requirements.

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(s)     
If Participating Interests are adjusted in accordance with this Agreement the
Manager shall propose from time to time one or more methods for fairly
allocating costs for Continuing Obligations.

(t)     
The Manager shall undertake all other activities reasonably necessary to fulfill
the foregoing, and to implement the policies, objectives, procedures, methods
and actions determined by the Management Committee pursuant to Section 7.1.

**8.3**     **Standard
of Care**. The Manager shall discharge its duties under Section 8.2 and
conduct all Operations in a good, workmanlike and efficient manner, in
accordance with sound mining and other applicable industry standards and
practices, and in accordance with Laws and with the terms and provisions of
leases, licenses, permits, contracts and other agreements pertaining to the
Assets. The Manager shall not be liable to the other Participant for any act or
omission resulting in damage or loss except to the extent caused by or
attributable to the Managers willful misconduct or gross negligence. The
Manager shall not be in default of any of its duties under Section 8.2 if its
inability or failure to perform results from the failure of the other
Participant to perform acts or to contribute amounts required of it by this
Agreement.

**8.4**     **Resignation;
Deemed Offer to Resign**. The Manager may resign upon not less than three
(3) months prior notice to the other Participant, in which case the other
Participant may elect to become the new Manager by notice to the resigning
Participant within ten (10) days after the notice of resignation. If any of the
following shall occur, the Manager shall be deemed to have resigned upon the
occurrence of the event described in each of the following Subsections, with the
successor Manager to be appointed by the other Participant at a subsequently
called meeting of the Management Committee, at which the Manager shall not be
entitled to vote. The other Participant may appoint itself or a third party as
the Manager.

(a)      The
aggregate Participating Interest of the Manager and its Affiliates becomes less
than fifty percent (50%);

(b)      The
Manager fails to perform a material obligation imposed upon it under this
Agreement and such failure continues for a period of sixty (60) days after
notice from the other Participant demanding performance;

(c)      The
Manager fails to pay or contest in good faith its bills and Business debts, or
the bills and Business Debts of the Business, as such obligations become due;

(d)      A
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for a substantial part of the Managers assets is appointed and such
appointment is neither made ineffective nor discharged within sixty (60) days
after the making thereof, or such appointment is consented to, requested by, or
acquiesced in by the Manager;

(e)      The
Manager commences a voluntary case under any applicable bankruptcy, insolvency
or similar law now or hereafter in effect; or consents to the entry of an order
for relief in an involuntary case under any such law or to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or other similar official of any substantial part of its assets; or
makes a general assignment for the benefit of creditors; or takes corporate or
other action in furtherance of any of the foregoing; or

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(f)      Entry
is made against the Manager of a judgment, decree or order for relief affecting
its ability to serve as Manager, or a substantial part of its Participating
Interest or its other assets by a court of competent jurisdiction in an
involuntary case commenced under any applicable bankruptcy, insolvency or other
similar law of any jurisdiction now or hereafter in effect.

Under Subsections (d), (e) or (f) above, the appointment of a
successor Manager shall be deemed to pre-date the event causing a deemed
resignation.

**8.5**     **Payments
To Manager**. The Manager shall be compensated for its services and
reimbursed for its costs hereunder in accordance with Exhibit B.

**8.6**     **Transactions
With Affiliates**. If the Manager engages Affiliates to provide services
hereunder, it shall do so on terms no less favorable than would be the case in
arms-length transactions with unrelated persons.

**8.7**     **Activities
During Deadlock**. If the Management Committee for any reason fails to
adopt an Exploration, Pre-Feasibility Study, Feasibility Study or Development
Program and Budget, the Manager shall continue Operations at levels sufficient
to maintain the Properties. If the Management Committee for any reason fails to
adopt an initial Mining Program and Budget or any Expansion or Modification
Programs and Budgets, the Manager shall continue Operations at levels sufficient
to maintain the then current Operations and Properties. If the Management
Committee for any reason fails to adopt Mining Programs and Budgets subsequent
to the initial Mining Program and Budget, subject to the contrary direction of
the Management Committee and receipt of necessary funds, the Manager shall
continue Operations at levels comparable with the last adopted Mining Program
and Budget. All of the foregoing shall be subject to the contrary direction of
the Management Committee and the receipt of necessary funds.

ARTICLE IX PROGRAMS AND BUDGETS

**9.1**     **Initial
Program and Budget**. Within sixty (60) days following the later to occur
of (i) BGEIs completion of its Initial Contribution or (ii) BGEIs election not
to make or completing its Additional Earn-In, BGEI shall propose an Initial
Program and Budget.

**9.2**     **Operations
Pursuant to Programs and Budgets**. Except as otherwise provided in
Subsection 5.1(c), Section 9.13, and Article XIII, Operations shall be
conducted, expenses shall be incurred, and Assets shall be acquired only
pursuant to adopted Programs and Budgets. Every Program and Budget adopted
pursuant to this Agreement shall provide for accrual of reasonably anticipated
Environmental Compliance expenses for all Operations contemplated under the
Program and Budget.

**9.3**     **Presentation
of Programs and Budgets**. Proposed Programs and Budgets shall be
prepared by the Manager for a period of one (1) year or any other period as
approved by the Management Committee, and shall be submitted to the Management
Committee for review and consideration. All proposed Programs and Budgets may
include Exploration, Pre-Feasibility Studies, Feasibility Study, Development,
Mining and Expansion or Modification Operations components, or any combination
thereof, and shall be reviewed and adopted upon a vote of the

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Management Committee in accordance with Sections 7.2 and 9.4.
Each Program and Budget adopted by the Management Committee, regardless of
length, shall be reviewed at least once a year at a meeting of the Management
Committee. During the period encompassed by any Program and Budget, and at least
forty-five (45) days prior to its expiration, a proposed Program and Budget for
the succeeding period shall be prepared by the Manager and submitted to the
Management Committee for review and consideration.

**9.4**     **Review
and Adoption of Proposed Programs and Budgets**. Within thirty days after
submission of a proposed Program and Budget, each Participant shall submit in
writing to the Management Committee:

(a)      Notice
that the Participant approves any or all of the components of the proposed
Program and Budget;

(b)      Modifications
proposed by the Participant to the components of the proposed Program and
Budget; or

(c)      Notice
that the Participant rejects any or all of the components of the proposed
Program and Budget.

If a Participant fails to give any of the foregoing responses
within the allotted time, the failure shall be deemed to be a vote by the
Participant for adoption of the Managers proposed Program and Budget. If a
Participant makes a timely submission to the Management Committee pursuant to
Subsections 9.4(a), (b) or (c), then the Manager working with the other
Participant shall seek for a period of time not to exceed twenty (20) days to
develop a complete Program and Budget acceptable to both Participants. The
Manager shall then call a Management Committee meeting in accordance with
Section 7.3 for purposes of reviewing and voting upon the proposed Program and
Budget.

**9.5**     **Election
to Participate**.

(a)      By
notice to the Management Committee within twenty (20) days after the final vote
adopting a Program and Budget, and notwithstanding its vote concerning adoption
of a Program and Budget, a Participant may elect to participate in the approved
Program and Budget: (i) in proportion to its respective Participating Interest,
(ii) in some lesser amount than its respective Participating Interest, or (iii)
not at all. In case of an election under Subsection 9.5(a)(ii) or (iii), its
Participating Interest shall be recalculated as provided in Subsection 9.5(b)
below, with dilution effective as of the first day of the Program Period for the
adopted Program and Budget. If a Participant fails to so notify the Management
Committee of the extent to which it elects to participate, the Participant shall
be deemed to have elected to contribute to such Program and Budget in proportion
to its respective Participating Interest as of the beginning of the Program
Period.

(b)     
If a Participant elects to contribute to an adopted Program and Budget some
lesser amount than in proportion to its respective Participating Interest, or
not at all, and the other Participant elects to fund all or any portion of the
deficiency, the Participating Interest of the Reduced Participant shall be
provisionally recalculated as follows:

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(i)      for
an election made before Payout, by dividing: (A) the sum of the Reduced
Participants Equity Account at the conclusion of the Program Period for the
prior Program and Budget, and (2) the amount, if any, the Reduced Participant
elects to contribute to the adopted Program and Budget; by (B) the sum of (1)
and (2) above for both Participants; and then multiplying the result by one
hundred; or

(ii)      for
an election made after Payout, by reducing its Participating Interest in an
amount equal to two (2) times the amount by which it would have been reduced
under Subsection 9.5(b)(i) if such election were made before Payout.

The Participating Interest of the other Participant shall be
increased by the amount of the reduction in the Participating Interest of the
Reduced Participant, and if the other Participant elects not to fund the entire
deficiency, the Manager shall adjust the Program and Budget to reflect the funds
available.

(c)      Whenever
the Participating Interests are recalculated pursuant to this Subsection 9.5,
(i) the Equity Account of each Participant shall be revised so that the ratio of
the Participants Equity Account to the total amount of the Participants Equity
Accounts is equal to the Participants recalculated Participating Interest.

**9.6**     **Recalculation
or Restoration of Reduced Interest Based on Actual Expenditures**.

(a)     
If a Participant makes an election under Subsection 9.5(a)(ii) or (iii), then
within sixty (60) days after the conclusion of such Program and Budget, the
Manager shall report the total amount of money expended plus the total
obligations incurred by the Manager for such Budget.

(b)     
If the Manager expended or incurred obligations that were more or less than the
adopted Budget, the Participating Interests shall be recalculated pursuant to
Subsection 9.5(b) by substituting each Participants actual contribution to the
adopted Budget for that Participants estimated contribution at the time of the
Reduced Participants election under Subsection 9.5(a) .

(c)     
If the Manager expended or incurred obligations of less than seventy-five
percent (75%) of the adopted Budget, then within twenty (20) days of receiving
the Managers report on expenditures, the Reduced Participant may notify the
other Participant of its election to reimburse the other Participant for the
difference between any amount contributed by the Reduced Participant to such
adopted Program and Budget and the Reduced Participants proportionate share (at
the Reduced Participants former Participating Interest) of the actual amount
expended or incurred for the Program, plus interest on the difference accruing
at the rate described inSection 10.3 plus five (5) percentage points.
The Reduced Participant shall deliver the appropriate amount (including
interest) to the other Participant with such notice. Failure of the Reduced
Participant to so notify and tender such amount shall result in dilution
occurring in accordance with this Article IX and shall bar the Reduced
Participant from its rights under this Subsection 9.6(c) concerning the relevant
adopted Program and Budget.

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(d)     
All recalculations under this Article IXshall be effective as of the
first day of the Program Period for the Program and Budget. The Manager, on
behalf of both Participants, shall make such reimbursements, reallocations of
Products, contributions and other adjustments as are necessary so that, to the
extent possible, each Participant will be placed in the position it would have
been in had its Participating Interests as recalculated under this Section been
in effect throughout the Program Period for such Program and Budget. If the
Participants are required to make contributions, reimbursements or other
adjustments pursuant to this Section, the Manager shall have the right to
purchase or sell a Participants share of Products in the same manner as under
Section 11.2 and to apply the proceeds of such sale to satisfy that
Participants obligation to make such contributions, reimbursements or
adjustments.

(e)      Whenever
the Participating Interests are recalculated pursuant to this Section, (i) the
Equity Account of each Participant shall be revised so that the ratio of the
Participants Equity Account to the total amount of the Participants Equity
Accounts is equal to the Participants recalculated Participating Interest.

**9.7**     **Pre-Feasibility
Study Program and Budgets**.

(a)      At
such time as either Participant is of the good faith and reasonable opinion that
economically viable Mining Operations may be possible on the Properties, the
Participant may propose to the Management Committee that a Pre-Feasibility Study
Program and Budget, or a Program and Budget that includes Pre-Feasibility
Studies, be prepared. Such proposal shall be made in writing to the other
Participant, shall reference the data upon which the proposing Participant bases
its opinion, and shall call a meeting of the Management Committee pursuant to
Section 7.3. If such proposal is adopted by the Management Committee, the
Manager shall prepare or have prepared a Pre-Feasibility Study Program and
Budget as approved by the Management Committee and shall submit the same to the
Management Committee within ninety (90) days following adoption of the proposal.

(b)      Pre-Feasibility
Studies may be conducted by the Manager, Feasibility Contractors, or both, or
may be conducted by the Manager and audited by Feasibility Contractors, as the
Management Committee determines. A Pre-Feasibility Study Program shall include
the work necessary to prepare and complete the Pre-Feasibility Study approved in
the proposal adopted by the Management Committee, which may include some or all
of the following:

(i)      analyses
of various alternatives for mining, processing and beneficiation of Products;

(ii)      analyses
of alternative mining, milling, and production rates;

(iii)      analyses
of alternative sites for placement of facilities (i.e., water supply facilities,
transport facilities, reagent storage, offices, shops, warehouses, stock yards,
explosives storage, handling facilities, housing, public facilities);

(iv)      analyses
of alternatives for waste treatment and handling (including a description of
each alternative of the method of tailings disposal and the location of the
proposed disposal site);

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(v)      estimates
of recoverable proven and probable reserves of Products and of related
substances, in terms of technical and economic constraints (extraction and
treatment of Products), including the effect of grade, losses, and impurities,
and the estimated mineral composition and content thereof, and review of mining
rates commensurate with such reserves;

(vi)      analyses
of environmental impacts of the various alternatives, including an analysis of
the permitting, environmental liability and other Environmental Law implications
of each alternative, and costs of Environmental Compliance for each alternative;

(vii)      conduct
of appropriate metallurgical tests to determine the efficiency of alternative
extraction, recovery and processing techniques, including an estimate of water,
power, and reagent consumption requirements;

(viii)      conduct
of hydrology and other studies related to any required dewatering; and

(ix)      conduct
of other studies and analyses approved by the Management Committee.

(c)      The
Manager shall have the discretion to base its and any Feasibility Contractors
Pre-Feasibility Study on the cumulative results of each discipline studied, so
that if a particular portion of the work would result in the conclusion that
further work based on these results would be unwarranted for a particular
alternative, the Manager shall have no obligation to continue expenditures on
other Pre-Feasibility Studies related solely to such alternative.

**9.8**     **Completion
of Pre-Feasibility Studies and Selection of Approved Alternatives**. As
soon as reasonably practical following completion of all Pre-Feasibility Studies
required to evaluate fully the alternatives studied pursuant to Pre-Feasibility
Programs, the Manager shall prepare a report summarizing all Pre-Feasibility
Studies and shall submit the same to the Management Committee. Such report shall
incorporate the following:

(a)      the
results of the analyses of the alternatives and other matters evaluated in the
conduct of the Pre-Feasibility Programs;

(b)      reasonable
estimates of capital costs for the Development and start-up of the mine, mill
and other processing and ancillary facilities required by the Development and
Mining alternatives evaluated (based on flowsheets, piping and instrumentation
diagrams, and other major engineering diagrams), which cost estimates shall
include reasonable estimates of:

(i)      capitalized
pre-stripping expenditures, if an open pit or surface mine is proposed;

(ii)      expenditures
required to purchase, construct and install all machinery, equipment and other
facilities and infrastructure (including contingencies) required to bring a mine
into commercial production, including an

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analysis of costs of equipment or supply contracts in lieu of Development costs for each Development and Mining alternative evaluated;

(iii)
  expenditures required to perform all other related work required to commence
  commercial production of Products and, if applicable, process Products (including
  reasonable estimates of working capital requirements); and

(iv)
  all other direct and indirect costs and general and administrative expenses
  that may be required for a proper evaluation of the Development and Mining alternatives
  and annual production levels evaluated. The capital cost estimates shall include
  a schedule of the timing of the estimated capital requirements for each alternative;

(c) a reasonable estimate of the annual expenditures required for the first year of Operations after completion of the capital program described in Subsection 9.8(b) for each Development alternative evaluated, and for
subsequent years of Operations, including estimates of annual production, processing, administrative, operating and maintenance expenditures, taxes (other than income taxes), working capital requirements, royalty and purchase obligations, equipment
leasing or supply contract expenditures, work commitments, Environmental Compliance costs, post-Operations Environmental Compliance and Continuing Obligations funding requirements and all other anticipated costs of such Operations. This analysis
shall also include an estimate of the number of employees required to conduct such Operations for each alternative;

(d) a review of the nature, extent and rated capacity of the mine, machinery, equipment and other facilities preliminarily estimated to be required for the purpose of producing and marketing Products under each
Development and Mining alternative analyzed;

(e) an analysis (and sensitivity analyses reasonably requested by either Participant), based on various target rates of return and price assumptions reasonably requested by either Participant, of whether it is
technically, environmentally, and economically feasible to place a prospective ore body or deposit within the Properties into commercial production for each of the Development and Mining alternatives analyzed (including a discounted cash flow rate
of return investment analysis for each alternative and net present value estimate using various discount rates reasonably requested by either Participant); and

(f) such other information as
  the Management Committee deems appropriate.

Within thirty (30) days after delivery of the Pre-Feasibility Study summary to the Participants, a Management Committee meeting shall be convened for the purposes of reviewing the Pre-Feasibility Study summary and selecting one or more Approved
Alternatives, if any.

9.9Programs and Budgets for Feasibility Study. Within thirty (30) days following the selection of an Approved Alternative, the Manager shall submit to the Management Committee a Program and a
Budget, which shall include necessary Operations, for the preparation of a Feasibility Study.  A Feasibility Study may be prepared by the Manager, Feasibility Contractors, or both, or may be prepared by the Manager and audited by Feasibility
Contractors, as the Management Committee determines.

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**9.10**     **Development
Programs and Budgets; Project Financing**.

(a)      Unless
otherwise determined by the Management Committee, the Manager shall not submit
to the Management Committee a Program and Budget including Development of the
mine described in a completed Feasibility Study until sixty (60) days following
the receipt by Manager of the Feasibility Study. The Program and Budget, which
includes Development of the mine described in the completed Feasibility Study,
shall be based on the estimated cost of Development described in the Feasibility
Study for the Approved Alternative, unless otherwise directed by the Management
Committee.

(b)      Promptly
following adoption of the Program and Budget, which includes Development as
described in a completed Feasibility Study, but in no event more than sixty (60)
days thereafter, the Manager shall submit to the Management Committee a report
on material bids received for Development work (Bid Report). If bids described
in the Bid Report result in the aggregate cost of Development work exceeding one
hundred thirty percent (130%) of the Development cost estimates that formed the
basis of the Development component of the adopted Program and Budget, the
Program and Budget, which includes relevant Development, shall be deemed to have
been resubmitted to the Management Committee based on the aggregate costs as
described in the Bid Report on the date of receipt of the Bid Report and shall
be reviewed and adopted in accordance with Sections 7.2 and 9.4.

(c)      If
the Management Committee approves the Development of the mine described in a
Feasibility Study and also decides to seek Project Financing for such mine,
subject to the provisions of Section 5.5(c), each Participant shall, at its own
cost, cooperate in seeking to obtain Project Financing for such mine; provided,
however, that all fees, charges and costs (including attorneys and
technical consultants fees) paid to the Project Financing lenders shall be borne
by the Participants in proportion to their Participating Interests, unless such
fees are capitalized as a part of the Project Financing.

**9.11**     **Expansion
or Modification Programs and Budgets**. Any Program and Budget proposed
by the Manager involving Expansion or Modification shall be based on a
Feasibility Study prepared by the Manager, Feasibility Contractors, or both, or
prepared by the Manager and audited by Feasibility Contractors, as the
Management Committee determines. The Program and Budget, which include Expansion
or Modification, shall be submitted for review and approval by the Management
Committee within sixty (60) days following receipt by the Manager of such
Feasibility Study.

**9.12**     **Budget
Overruns; Program Changes**. For Programs and Budgets adopted after
completion of BGEIs Initial Contribution, the Manager shall immediately notify
the Management Committee of any material departure from an adopted Program and
Budget. If the Manager exceeds an adopted Budget by more than ten (10%) in the
aggregate, then the excess over ten (10%), unless directly caused by an
emergency or unexpected expenditure made pursuant to Section 9.13 or unless
otherwise authorized or ratified by the Management Committee, shall be for the
sole account of the Manager and such excess shall not be included in the
calculations of the Participating Interests nor deemed a contribution under this
Agreement. Budget overruns of ten percent (10%) or less in the aggregate shall
be borne by the Participants in proportion to their respective Participating
Interests.

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**9.13**     **E** **mergency
or Unexpected Expenditures**. In case of emergency, the Manager may take
any reasonable action it deems necessary to protect life, the environment, or
property, to protect the Assets or to comply with Laws. The Manager may make
reasonable expenditures on behalf of the Participants for unexpected events that
are beyond its reasonable control and that do not result from a breach by it of
its standard of care. The Manager shall promptly notify the Participants of the
emergency or unexpected expenditure, and the Manager shall be reimbursed for all
resulting costs by the Participants in proportion to their respective
Participating Interests.

ARTICLE XACCOUNTS AND SETTLEMENTS

**10.1**     **Monthly
Statements**. After completion of BGEIs Initial Contribution, the
Manager shall promptly submit to the Management Committee monthly statements of
account reflecting in reasonable detail the charges and credits to the Business
Account during the preceding month.

**10.2**     **Cash
Calls**. On the basis of each adopted Program and Budget, the Manager
shall submit prior to the last day of each month a billing for estimated cash
requirements for the next month. Within ten (10) days after receipt of each
billing, or a billing made pursuant to Section 9.13 or 12.4, each Participant
shall advance its proportionate share of such cash requirements. The Manager
shall record all funds received in the Business Account. The Manager shall at
all times maintain a cash balance approximately equal to the rate of
disbursement for up to ten (10) days. All funds in excess of immediate cash
requirements shall be invested by the Manager for the benefit of the Business in
cash management accounts and investments selected at the discretion of the
Manager, which accounts may include, but are not limited to, money market
investments and money market funds.

**10.3**     **Failure
to Meet Cash Calls**. A Participant that fails to meet cash calls in the
amount and at the times specified in Section 10.2 shall be in default, and the
amounts of the defaulted cash call shall bear interest from the date due at an
annual rate equal to five (5) percentage points over the Prime Rate, but in no
event shall the rate of interest exceed the maximum permitted by Law. Such
interest shall accrue to the benefit of and be payable to the non-defaulting
Participant, but shall not be deemed as amounts contributed by the
non-defaulting Participant in the event dilution occurs in accordance with this
Agreement. In addition to any other rights and remedies available to it by Law,
the non-defaulting Participant shall have those other rights, remedies, and
elections specified in Sections 10.4 and 10.5.

**10.4**     **Cover
Payment**. If a Participant defaults in making a contribution or cash
call required by an adopted Program and Budget, the non-defaulting Participant
may, but shall not be obligated to, advance some portion or all of the amount in
default on behalf of the defaulting Participant (a Cover Payment). Each and
every Cover Payment shall constitute a demand loan bearing interest from the
date of the advance at the rate provided in Section 10.3. If more than one Cover
Payment is made, the Cover Payments shall be aggregated and the rights and
remedies described herein pertaining to an individual Cover Payment shall apply
to the aggregated Cover Payments. The failure to repay such loan upon demand
shall be a default.

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**10.5**     **Remedies**.
The Participants acknowledge that if either Participant defaults in making a
contribution required by Article V or a cash call, or in repaying a loan, as
required under Sections 10.2, 10.3 or 10.4, whether or not a Cover Payment is
made, it will be difficult to measure the damages resulting from such default
(it being hereby understood and agreed that the Participants have attempted to
determine such damages in advance and determined that the calculation of such
damages cannot be ascertained with reasonable certainty). Both Participants
acknowledge and recognize that the damage to the non-defaulting Participant
could be significant. In the event of such default, as reasonable liquidated
damages, the non-defaulting Participant may, with respect to any such default
not cured within thirty (30) days after notice to the defaulting Participant of
such default, elect any of the following remedies by giving notice to the
defaulting Participant. Such election may be made with respect to each failure
to meet a cash call relating to a Program and Budget, regardless of the
frequency of such cash calls, provided such cash calls are made in accordance
with Section 10.2.

(a)      The
defaulting Participant grants to the non-defaulting Participant a power of sale
as to all or any portion of its interest in any Assets or in its Participating
Interest that is subject to the lien and security interest granted in Section
6.6 (whether or not such lien and security interest has been perfected), upon a
default under Sections 10.3 or 10.4. Such power shall be exercised in the manner
provided by applicable Law or otherwise in a commercially reasonable manner and
upon reasonable notice. If the non-defaulting Participant elects to enforce the
lien or security interest pursuant to the terms of this Subsection, the
defaulting Participant shall be deemed to have waived any available right of
redemption, any required valuation or appraisal of the secured property prior to
sale, any available right to stay execution or to require a marshaling of
assets, and any required bond in the event a receiver is appointed, and the
defaulting Participant shall be liable for any deficiency.

(b)      The
non-defaulting Participant may elect to have the defaulting Participants
Participating Interest diluted or eliminated as follows:

(i)      For
a default occurring before Payout relating to a Program and Budget covering in
whole or in part Exploration, Pre-Feasibility Study or Feasibility Study
Operations, the Reduced Participants Participating Interest shall be
recalculated by dividing: (X) the sum of the defaulting Participants Equity
Account at the conclusion of the Program Period for the prior Program and
Budget, and (2) the amount, if any, the defaulting Participant contributed to
the adopted Program and Budget with respect to which the default occurred; by
(Y) the sum of (1) and (2) above for both Participants; and then multiplying the
result by one hundred. For such a default occurring after Payout, the Reduced
Participants Participating Interest shall be reduced in an amount equal to two
(2) times the amount by which it would have been reduced if such default had
occurred before Payout. For such a default, whether occurring before or after
Payout, the Recalculated Participating Interest shall then be further reduced:

(A)      for
a default relating exclusively to an Exploration Program and Budget, by
multiplying the Recalculated Participating Interest by the following percentage:
ten percent (10%); or

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(B)      for
a default relating to a Program and Budget covering in whole or in part
Pre-Feasibility Study and/or Feasibility Study Operations, by multiplying the
Recalculated Participating Interest by the following percentage: twenty-five
percent (25%).

The Participating Interest of the other Participant shall be
increased by the amount of the reduction in the Participating Interest of the
Reduced Participant, including the further reduction under Subsections
10.5(b)(i)(A) or (B).

(ii)      For
a default relating to a Program and Budget covering in whole or in part
Development or Mining, at the non-defaulting Participants election, the
defaulting Participant shall be deemed to have withdrawn and to have
automatically relinquished its interest in the Assets to the non-defaulting
Participant; provided, however, the defaulting Participant shall have the right
to receive only from one percent (1%) of Net Proceeds, calculated as provided in
Exhibit E, if any, and not from any other source, an amount equal to
seventy-five percent (75%) of the defaulting Participants Equity Account
balance at the time of such default. Upon receipt of such amount the defaulting
Participant shall thereafter have no further right, title or interest in the
Assets, but shall remain liable to the extent provided in Section 6.4.

(iii)      Dilution
under this Subsection 10.5(b) shall be effective as of the date of the original
default, and Section 9.6 shall not apply. The amount of any Cover Payment under
Section 10.4 and interest thereon, or any interest accrued in accordance with
Section 10.3, shall be deemed to be amounts contributed by the non-defaulting
Participant, and not as amounts contributed by the defaulting Participant.

(iv)      Whenever
the Participating Interests are recalculated pursuant to this Subsection
10.5(b), (A) the Equity Account of each Participant shall be revised so that the
ratio of the Participants Equity Account to the total amount of the
Participants Equity Accounts is equal to the Participants recalculated
Participating Interest.

(c)     
If a Participant has defaulted in meeting a cash call or repaying a loan, and if
the non-defaulting Participant has made a Cover Payment, then, in addition to a
reduction in the defaulting Participants Participating Interest effected
pursuant to Subsection 10.5(b), the non-defaulting Participant shall have the
right, if the indebtedness arising from a default or Cover Payment is not
discharged within ninety (90) days of the default and upon not less than thirty
(30) days advance notice to the defaulting Participant, to elect to purchase all
the right, title, and interest, whenever acquired or arising, of the defaulting
Participant in the Assets, including but not limited to its Participating
Interest or interest in Net Smelter Returns, together with all proceeds from and
accessions of the foregoing (collectively the Defaulting Participants Entire
Interest) at a purchase price equal to eighty-five percent (85%) of the fair
market value thereof as determined by a qualified independent appraiser
appointed by the non-defaulting Participant. If the defaulting Participant
conveys notice of objection to the person so appointed within ten (10) days
after receiving notice thereof, then an independent and qualified appraiser

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shall be appointed by the joint action of the appraiser
appointed by the non-defaulting Participant and a qualified independent
appraiser appointed by the defaulting Participant; provided, however, that if
the defaulting Participant fails to designate a qualified independent appraiser
for such purpose within ten (10) days after giving notice of such objection,
then the person originally designated by the non-defaulting Participant shall
serve as the appraiser; provided further, that if the appraisers appointed by
each of the Participants fail to appoint a third qualified independent appraiser
within five (5) days after the appointment of the last of them, then an
appraiser shall be appointed by a judge of a court of competent jurisdiction in
the state in which the Assets are situated upon the application of either
Participant. There shall be withheld from the purchase price payable, upon
transfer of the Defaulting Participants Entire Interest, the amount of any
Cover Payment under Section 10.4 and unpaid interest thereon to the date of such
transfer, or any unpaid interest accrued in accordance with Section 10.3 to the
date of such transfer. Upon payment of such purchase price, the defaulting
Participant shall be deemed to have relinquished all of the Defaulting
Participants Entire Interest to the non-defaulting Participant, but shall
remain liable to the extent provided in Section 6.4.

**10.6**     **Audits**.

(a)      After
the later to occur of (i) BGEIscompletion of its Initial Contribution
or(ii) BGEIselectionnot to make or completing its
Additional Earn-In, upon request made by any Participant made within twenty-four
(24) months following the end of any calendar year (or, if the Management
Committee has adopted an accounting period other than the calendar year, within
twenty-four (24) months after the end of such period), the Manager shall order
an audit of the accounting and financial records for such calendar year (or
other accounting period). All written exceptions to and claims upon the Manager
for discrepancies disclosed by such audit shall be made not more than three (3)
months after receipt of the audit report. Failure to make any such exception or
claim within the three (3) month period shall mean the audit is correct and
binding upon the Participants. The audits shall be conducted by a firm of
certified public accountants selected by the Manager, unless otherwise agreed by
the Management Committee. The cost of all audits under this Subsection shall be
charged to the Business Account.

ARTICLE XIDISPOSITION OF PRODUCTION

**11.1**     **Taking In Kind**. Each Participant shall take in kind or separately
dispose of its share of all Products in proportion to its Participating
Interest. Any extra expenditure incurred in the taking in kind or separate
disposition by either Participant of its proportionate share of Products shall
be borne by such Participant. Nothing in this Agreement shall be construed as
providing, directly or indirectly, for any joint or cooperative marketing or
selling of Products or permitting the processing of Products owned by any third
party at any processing facilities constructed by the Participants pursuant to
this Agreement. The Manager shall give notice in advance of the anticipated
delivery date upon which Products will be available.

**11.2**     **Failure
of Participant to Take In Kind**. If a Participant fails to take its
proportionate share of Products in kind, the Manager shall have the right, but
not the obligation, for a period of time consistent with the minimum needs of
the industry, but not to exceed one (1) year from the notice date described in
Section 11.1, to purchase the Participants share for its

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own account or to sell such share as agent for the Participant
at not less than the prevailing market price in the area. Subject to the terms
of any such contracts of sale then outstanding, during any period that the
Manager is purchasing or selling a Participants share of production, the
Participant may elect by notice to the Manager to take in kind. The Manager
shall be entitled to deduct from proceeds of any sale by it for the account of a
Participant reasonable expenses incurred in such a sale.

**11.3**     **Hedging**.
Neither Participant shall have any obligation to account to the other
Participant for, nor have any interest or right of participation in any profits
or proceeds nor have any obligation to share in any losses from, futures
contracts, forward sales, trading in puts, calls, options or any similar
hedging, price protection or marketing mechanism employed by a Participant with
respect to its proportionate share of any Products produced or to be produced
from the Properties.

ARTICLE XIIWITHDRAWAL AND TERMINATION

**12.1**     **Termination by Expiration or Agreement**. This Agreement shall terminate
as expressly provided herein, unless earlier terminated by written agreement.

**12.2**     **Termination
by Deadlock**. If the Management Committee fails to adopt a Program and
Budget for twelve (12) months after the expiration of the latest adopted Program
and Budget, either Participant may elect to terminate the Business by giving
thirty (30) days notice of termination to the other Participant.

**12.3**     **Withdrawal**.
A Participant may elect to withdraw from the Business by (i) in the case of
BGEI, failing to complete its Initial Contributions as required by Subsection
5.1(b), or (ii) giving notice to the other Participant of the effective date of
withdrawal, which shall be the later of the end of the then current Program
Period or thirty (30) days after the date of the notice. Upon such withdrawal,
the Business shall terminate, and the withdrawing Participant shall be deemed to
have transferred to the remaining Participant all of its Participating Interest,
including all of its interest in the Assets, without cost and free and clear of
all Encumbrances arising by, through or under such withdrawing Participant,
except those described in Paragraph 1.1 of Exhibit A and those to which both
Participants have agreed. The withdrawing Participant shall execute and deliver
all instruments as may be necessary in the reasonable judgment of the other
Participant to effect the transfer of its interests in the Assets to the other
Participant. If within a sixty (60) day period both Participants elect to
withdraw, then the Business shall instead be deemed to have been terminated by
the consent of the Participants pursuant to Section 12.1.

**12.4**     **Continuing
Obligations and Environmental Liabilities**. On termination of the
Business under Sections 12.1, 12.2 or 12.3, each Participant shall remain liable
for its respective share of liabilities to third persons (whether such arises
before or after such withdrawal), including Environmental Liabilities and
Continuing Obligations. The withdrawing Participants share of such liabilities
shall be equal to its Participating Interest at the time such liability was
incurred, after first taking into account any adjustment of Participating
Interests under Sections 5.5, 6.3, 9.5, 9.6 and 10.5 (or, as to liabilities
arising prior to the Effective Date, its initial Participating Interest).

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**12.5**     **Disposition
of Assets on Termination**. Promptly after termination under Sections
12.1 or 12.2, the Manager shall take all action necessary to wind up the
activities of the Business. All costs and expenses incurred in connection with
the termination of the Business shall be expenses chargeable to the Business
Account.

**12.6**     **Non-Compete
Covenants**. Neither a Participant that withdraws pursuant to Section
12.3, or is deemed to have withdrawn pursuant to Sections 5.2, 6.3 or 10.5, nor
any Affiliate of such a Participant, shall directly or indirectly acquire any
interest or right to explore or mine, or both, on any property any part of which
is within the Area of Interest for twenty-four (24) months after the effective
date of withdrawal. If a withdrawing Participant, or the Affiliate of a
withdrawing Participant, breaches this Section 12.6, such Participant shall be
obligated to offer to convey to the non-withdrawing Participant, without cost,
any such property or interest so acquired (or ensure its Affiliate offers to
convey the property or interest to the non-withdrawing Participant, if the
acquiring party is the withdrawing Participants Affiliate). Such offer shall be
made in writing and can be accepted by the non-withdrawing Participant at any
time within ten (10) days after the offer is received by such non-withdrawing
Participant. Failure of a Participants Affiliate to comply with this Section
12.6 shall be a breach by such Participant of this Agreement.

**12.7**     **Right
to Data After Termination**. After termination of the Business pursuant
to Sections 12.1 or 12.2, each Participant shall be entitled to make copies of
all applicable information acquired hereunder before the effective date of
termination not previously furnished to it, but a terminating or withdrawing
Participant shall not be entitled to any such copies after any other termination
or withdrawal.

**12.8**     **Continuing
Authority**. On termination of the Business under Sections 12.1, 12.2 or
12.3 or the deemed withdrawal of either Participant pursuant to Sections 5.2 or
10.5, the Participant which was the Manager prior to such termination or
withdrawal (or the other Participant in the event of a withdrawal by the
Manager) shall have the power and authority to do all things on behalf of both
Participants which are reasonably necessary or convenient to: (a) wind up
Operations and (b) complete any transaction and satisfy any obligation,
unfinished or unsatisfied, at the time of such termination or withdrawal, if the
transaction or obligation arises out of Operations prior to such termination or
withdrawal. The Manager shall have the power and authority to grant or receive
extensions of time or change the method of payment of an already existing
liability or obligation, prosecute and defend actions on behalf of both
Participants and the Business, encumber Assets, and take any other reasonable
action in any matter with respect to which the former Participants continue to
have, or appear or are alleged to have, a common interest or a common liability.

ARTICLE XIIIACQUISITIONS WITHIN AREA OF INTEREST

**13.1**     **General**.
Any interest or right to acquire any interest in real property or water rights
related thereto within the Area of Interest either acquired or proposed to be
acquired during the term of this Agreement by or on behalf of either Participant
(Acquiring Participant) or any Affiliate of such Participant shall be subject
to the terms and provisions of this Agreement. Miranda and BGEI and their
respective Affiliates for their separate account shall be

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free to acquire lands and interests in lands outside the Area
of Interest and to locate mining claims outside the Area of Interest. Failure of
any Affiliate of either Participant to comply with this Article XIII shall be a
breach by such Participant of this Agreement.

**13.2**     **Notice
to Non-Acquiring Participant**. Within ten (10) days after the
acquisition or proposed acquisition, as the case may be, of any interest or the
right to acquire any interest in real property or water rights wholly or
partially within the Area of Interest (except real property acquired by the
Manager pursuant to a Program), the Acquiring Participant shall notify the other
Participant of such acquisition by it or its Affiliate; provided further that if
the acquisition of any interest or right to acquire any interest pertains to
real property or water rights partially within the Area of Interest, then all
such real property (i.e., the part within the Area of Interest and the part
outside the Area of Interest) shall be subject to this Article XIII. The
Acquiring Participants notice shall describe in detail the acquisition, the
acquiring party if that party is an Affiliate, the lands and minerals covered
thereby, any water rights related thereto, the cost thereof, and the reasons why
the Acquiring Participant believes that the acquisition (or proposed
acquisition) of the interest is in the best interests of the Participants under
this Agreement. In addition to such notice, the Acquiring Participant shall make
any and all information concerning the relevant interest available for
inspection by the other Participant.

**13.3**     **Option
Exercised**. Within thirty (30) days after receiving the Acquiring
Participants notice, the other Participant may notify the Acquiring Participant
of its election to accept a proportionate interest in the acquired interest
equal to its Participating Interest. Promptly upon such notice, the Acquiring
Participant shall convey or cause its Affiliate to convey to the Participants,
in proportion to their respective Participating Interests, by special warranty
deed with title held as described in Section 3.4, all of the Acquiring
Participants (or its Affiliates) interest in such acquired interest, free and
clear of all Encumbrances arising by, through or under the Acquiring Participant
(or its Affiliate) other than those to which both Participants have agreed. The
acquired interests shall become a part of the Properties for all purposes of
this Agreement immediately upon such notice. The other Participant shall
promptly pay to the Acquiring Participant its proportionate share of the
latters actual out-of-pocket acquisition costs.

**13.4**     **Option
Not Exercised**. If the other Participant does not give such notice
within the thirty (30) day period set forth in Section 13.3, it shall have no
interest in the acquired interests, and the acquired interests shall not be a
part of the Assets or continue to be subject to this Agreement.

ARTICLE XIVABANDONMENT AND SURRENDER OF
PROPERTIES

Either
Participant may request the Management Committee to authorize the Manager to
surrender or abandon part or all of the Properties. If the Management Committee
does not authorize such surrender or abandonment, or authorizes any such
surrender or abandonment over the objection of either Participant, the
Participant that desires to surrender or abandon shall assign to the objecting
Participant, by special warranty deed and without cost to the objecting
Participant, all of the abandoning Participants interest in the Properties
sought to be abandoned or surrendered, free and clear of all Encumbrances
created by, through or under the abandoning Participant other than those to
which both Participants have agreed. Upon the assignment, such properties shall
cease to

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be part of the Properties. The Participant that desires to
abandon or surrender shall remain liable for its share (determined by its
Participating Interest as of the date of such abandonment, after first taking
into account any adjustment of Participating Interests under Sections 5.5, 6.3,
9.5, 9.6 and 10.5) of any liability with respect to such Properties, including,
without limitation, Continuing Obligations, Environmental Liabilities and costs
of Environmental Compliance, whether accruing before or after such abandonment,
arising out of activities prior to the Effective Date and out of Operations
conducted prior to the date of such abandonment, regardless of when any funds
may be expended to satisfy such liability.

ARTICLE XVSUPPLEMENTAL BUSINESS AGREEMENT

At
any time during the term of this Agreement, the Management Committee may
determine by unanimous vote of both Participants after the later to occur of (i)
BGEIs completion of its Initial Contribution or (ii) BGEIs election not to
make or completion of its Additional Earn-In that it is appropriate to segregate
the Area of Interest into areas subject to separate Programs and Budgets for
purposes of conducting further Exploration, Pre-Feasibility or Feasibility
Studies, Development, or Mining. At such time, the Management Committee shall
designate which portion of the Properties will comprise an area of interest
under a separate business arrangement (Supplemental Business), and the
Participants shall enter into a new agreement (Supplemental Business
Agreement) for the purpose of further exploring, analyzing, developing, and
mining such portion of the Properties. The Supplemental Business Agreement shall
be in substantially the same form as this Agreement, with rights and interests
of the Participants in the Supplemental Business identical to the rights and
interests of the Participants in this Business at the time of the designation,
unless otherwise agreed by the Participants, and with the Participants agreeing
to new Capital and Equity Accounts and other terms necessary for the
Supplemental Business Agreement to comply with the nature and purpose of the
designation. Following execution of the Supplemental Business Agreement, this
Agreement shall terminate insofar as it affects the Properties covered by the
Supplemental Business Agreement.

ARTICLE XVITRANSFER OF INTEREST; PREEMPTIVE RIGHT

**16.1**     **General**.
A Participant shall have the right to Transfer to a third party an interest in
its Participating Interest, including an interest in this Agreement or the
Assets, solely as provided in this Article XVI.

**16.2**     **Limitations
on Free Transferability**. Any Transfer by either Participant under
Section 16.1 shall be subject to the following limitations:

(a)      Neither
Participant shall Transfer any interest in this Agreement or the Assets
(including, but not limited to, any royalty, profits, or other interest in the
Products, other than the sale of a Participants share of the Products in the
normal course of business) except in conjunction with the Transfer of part or
all of its Participating Interest.

(b)      No
transferee of all or any part of a Participants Participating Interest shall
have the rights of a Participant unless and until the transferring Participant
has provided to

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the other Participant notice of the Transfer, and, except as
provided in Subsections 16.2(f) and 16.2(g), the transferee, as of the effective
date of the Transfer, has committed in writing to assume and be bound by this
Agreement to the same extent as the transferring Participant.

(c)      Neither
Participant, without the consent of the other Participant, shall make a Transfer
that shall violate any Law, or result in the cancellation of any permits,
licenses, or other similar authorization.

(d)      No
Transfer permitted by this Article XVI shall relieve the transferring
Participant of its share of any liability, whether accruing before or after such
Transfer, which arises out of Operations conducted prior to such Transfer or
exists on the Effective Date.

(e)      In
the event of a Transfer of less than all of a Participating Interest, the
transferring Participant and its transferee shall act and be treated as one
Participant; provided however, that in order for such Transfer to be effective,
the transferring Participant and its transferee must first:

(i)
a     gree, as between themselves, that one of them is
authorized to act as the sole agent (Agent) on their behalf with respect to
all matters pertaining to this Agreement and the Business; and

(ii)      notify
the other Participant of the designation of the Agent, and in such notice
warrant and represent to other Participant that:

(A)      the
Agent has the sole authority to act on behalf of, and to bind, the transferring
Participant and its transferee with respect to all matters pertaining to this
Agreement and the Business;

(B)      the
other Participant may rely on all decisions of, notices and other communications
from, and failures to respond by, the Agent, as if given (or not given) by the
transferring Participant and its transferee; and

(C)      all
decisions of, notices and other communications from, and failures to respond by,
the other Participant to the Agent shall be deemed to have been given (or not
given) to the transferring Participant and its transferee.

The transferring Participant and its transferee may change the
Agent (but such replacement must be one of them) by giving notice to the other
Participant, which notice must conform to Subsection 16.2(e)(ii) .

(f)     
If the Transfer is the grant of an Encumbrance in a Participating Interest to
secure a loan or other indebtedness of either Participant in a bona fide
transaction, other than a transaction approved unanimously by the Management
Committee or Project Financing approved by the Management Committee, such
Encumbrance shall be granted only in connection with such Participants
financing payment or performance of that Participants obligations under this
Agreement and shall be subject to the terms of this Agreement and the rights and
interests of

36

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the other Participant hereunder (including without limitation
under Section 6.7) . Any such Encumbrance shall be further subject to the
condition that the holder of such Encumbrance (Chargee) first enter into a
written agreement with the other Participant in form satisfactory to the other
Participant, acting reasonably, binding upon the Chargee, to the effect that:

(i)      the
Chargee shall not enter into possession or institute any proceedings for
foreclosure or partition of the encumbering Participants Participating Interest
and that such Encumbrance shall be subject to the provisions of this Agreement;

(ii)     
the Chargees remedies under the Encumbrance shall be limited to the sale of the
whole (but only of the whole) of the encumbering Participants Participating
Interest to the other Participant, or, failing such a sale, at a public auction
to be held at least thirty (30) days after prior notice to the other
Participant, such sale to be subject to the purchaser entering into a written
agreement with the other Participant whereby such purchaser assumes all
obligations of the encumbering Participant under the terms of this Agreement.
The price of any preemptive sale to the other Participant shall be the remaining
principal amount of the loan plus accrued interest and related expenses, and
such preemptive sale shall occur within sixty (60) days of the Chargees notice
to the other Participant of its intent to sell the encumbering Participants
Participating Interest. Failure of a sale to the other Participant to close by
the end of such period, unless failure is caused by the encumbering Participant
or by the Chargee, shall permit the Chargee to sell the encumbering
Participants Participating Interest at a public sale; and

(iii)     
the charge shall be subordinate to any then-existing debt, including Project
Financing previously approved by the Management Committee, encumbering the
transferring Participants Participating Interest;

(g)     
If a sale or other commitment or disposition of Products or proceeds from the
sale of Products by either Participant upon distribution to it pursuant to
Article XI creates in a third party a security interest by Encumbrance in
Products or proceeds therefrom prior to such distribution, such sales,
commitment or disposition shall be subject to the terms and conditions of this
Agreement including, without limitation, Section 6.7.

**16.3**     **Preemptive Right**. Any Transfer by either Participant under Section 16.1
and any Transfer by an Affiliate of Control of either Participant, whether the
Transfer is part of a transaction involving other assets or business interests
or not, shall be subject to a preemptive right of the other Participant to the
extent provided in Exhibit G. Failure of a Participants Affiliate to comply
with this Article XVI and Exhibit G shall be a breach by such Participant of
this Agreement.

37

---

ARTICLE XVII DISPUTES

**17.1**     **Governing
Law**. Except for matters of title to the Properties or their Transfer,
which shall be governed by the law of their situs, this Agreement shall be
governed by and interpreted in accordance with the laws of the State of Nevada,
without regard for any conflict of laws or choice of laws principles that would
permit or require the application of the laws of any other jurisdiction.

**17.2**     **Forum
Selection.** Each Participant irrevocably and unconditionally submits to
non-exclusive jurisdiction of the state and federal courts in the State of
Nevada and the appropriate courts of appeal from such courts for enforcing any
decision issued by an arbitrator pursuant to Sections 17.3 or 17.4 of this
Agreement or for any other matter concerning this Agreement or the transactions
contemplated hereby.

**17.3**     **Dispute
Resolution**. Any dispute, controversy or claims arising out of or
relating to this Agreement or the breach, termination, interpretation or
invalidity thereof (a Dispute) shall be resolved as follows:

(a)      The
Participants shall endeavor for a period of two (2) weeks to resolve the Dispute
by negotiation. This period may be extended by agreement of the Participants.

(b)      If
negotiations are unsuccessful, the Participants shall, at the request of either
Participant, attempt to mediate the Dispute before a mutually acceptable
mediator. The mediation shall be completed within three (3) weeks of the request
for mediation unless the Participants extend the period in writing.

(c)     
In the event the Dispute is not successfully mediated, the Participants agree to
submit the Dispute to binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. The arbitration shall
be administered by the American Arbitration Association. Unless otherwise agreed
by the Participants, there shall be one (1) arbitrator who shall be a person
with an expertise or background in the subject matter of the Dispute. If the
Participants are unable to select an arbitrator within thirty (30) days of the
notice of arbitration, the arbitrator shall be selected by the American
Arbitration Association. The place of arbitration shall be Salt Lake City, Utah,
or another location mutually agreed upon by the Participants. The arbitrator
shall render a decision in writing not more than six (6) months after the
appointment of the arbitrator. The arbitrators decision shall be final and
binding on the Participants and not subject to appeal or review. The prevailing
Participant shall be entitled to an award of costs and attorneys fees unless
the arbitrator determines that each Participant should bear its own costs and
share the common costs of arbitration.

**17.4**     **Multi-Party
Disputes.**In the event that a Dispute between the Participants arises
out of or is related to a dispute between one of the Participants and a third
party relating to the Business or the subject matter of the Agreement (Related
Party Dispute) and there are common issues of law or fact so that there is a
possibility of conflicting rulings if the Dispute and the Related Party Dispute
are decided in more than one proceeding, the Participants agree as follows.

38

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(a)      At
the request of any Participant, the Dispute and the Related Party Dispute(s)
shall be consolidated and determined by a single arbitrator in a single
arbitration proceeding pursuant to the Commercial Arbitration Rules of the
American Arbitration Association. The arbitration shall be administered by the
American Arbitration Association.

(b)      Any
Participant seeking consolidation shall give written notice of a request for
consolidation to all parties sought to be consolidated (the Parties) within
fifteen (15) days of the notice of arbitration.

(c)      If
the all Parties are not able to agree upon the selection of an arbitrator to
hear the consolidated matter within thirty (30) days after the request for
consolidation, the arbitrator shall be selected by the American Arbitration
Association. The place of the arbitration shall be Salt Lake City, Utah, or
another location mutually agreed upon by all Parties.

(d)      The
arbitrator shall render a written decision not more than six (6) months after
appointment of the arbitrator. The arbitrators decision shall be final and
binding on the Participants and the third party Parties and not subject to
appeal or review.

(e)     
The provisions of this Section shall not apply unless the Related Party Dispute
arises under a contract containing a multi-party dispute resolution clause
similar in effect to this Section.

ARTICLE XVIIICONFIDENTIALITY, OWNERSHIP, USE AND
DISCLOSURE OF INFORMATION

**18.1**     **Business
Information**. All Business Information shall be owned jointly by the
Participants as their Participating Interests are determined pursuant to this
Agreement. Both before and after the termination of the Business, all Business
Information may be used by either Participant for any purpose, whether or not
competitive with the Business, without consulting with, or obligation to, the
other Participant. Except as provided in Sections 18.3 and 18.4, or with the
prior written consent of the other Participant, each Participant shall keep
confidential and not disclose to any third party or the public any portion of
the Business Information that constitutes Confidential Information.

**18.2**     **Participant
Information**. In performing its obligations under this Agreement,
neither Participant shall be obligated to disclose any Participant Information.
If a Participant elects to disclose Participant Information in performing its
obligations under this Agreement, such Participant Information, together with
all improvements, enhancements, refinements and incremental additions to such
Participant Information that are developed, conceived, originated or obtained by
either Participant in performing its obligations under this Agreement
(Enhancements), shall be owned exclusively by the Participant that originally
developed, conceived, originated or obtained such Participant Information. Each
Participant may use and enjoy the benefits of such Participant Information and
Enhancements in the conduct of the Business hereunder, but the Participant that
did not originally develop, conceive, originate or obtain such Participant
Information may not use such Participant Information and Enhancements for any
other purpose. Except as provided in Section 18.4, or with the prior written
consent of the other Participant, which consent may be withheld in such
Participants sole discretion, each

39

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Participant shall keep confidential and not disclose to any
third party or the public any portion of Participant Information and
Enhancements owned by the other Participant that constitutes Confidential
Information.

**18.3**     **Permitted
Disclosure of Confidential Business Information**. Either Participant may
disclose Business Information that is Confidential Information: (a) to a
Participants officers, directors, partners, members, employees, Affiliates,
shareholders, agents, attorneys, accountants, consultants, contractors,
subcontractors or advisors, for the sole purpose of such Participants
performance of its obligations under this Agreement; (b) to any party to whom
the disclosing Participant contemplates a Transfer of all or any part of its
Participating Interest, for the sole purpose of evaluating the proposed
Transfer; (c) to any actual or potential lender, underwriter or investor for the
sole purpose of evaluating whether to make a loan to or investment in the
disclosing Participant; or (d) to a third party with whom the disclosing
Participant contemplates any independent business activity or operation.

The
Participant disclosing Confidential Information pursuant to this Section 18.3,
shall disclose such Confidential Information to only those parties who have a
bona fide need to have access to such Confidential Information for the purpose
for which disclosure to such parties is permitted under this Section 18.3. Prior
to making any such disclosure, the Participant disclosing Confidential
Information pursuant to this Section 18.3 also (i) shall take reasonable
measures to ensure that the parties identified in Section 18.3(a) are aware of
and comply with the obligations of confidentiality of this Agreement, and (ii)
shall obtain and provide to the other Participant a written agreement
enforceable by the other Participant from those parties identified in Section
18.3(b), (c), or (d) that such parties will comply with the obligations of
confidentiality of this Agreement. Such writing shall not preclude parties
described in Subsection 18.3(b) from discussing and completing a Transfer with
the other Participant. The Participant disclosing Confidential Information shall
be responsible and liable for any use or disclosure of the Confidential
Information by such parties in violation of this Agreement and such other
writing.

**18.4**     **Disclosure
Required By Law**. Notwithstanding anything contained in this Article
XVIII, a Participant may disclose any Confidential Information if, in the
opinion of the disclosing Participants legal counsel: (a) such disclosure is
legally required to be made in a judicial, administrative or governmental
proceeding pursuant to a valid subpoena or other applicable order; or (b) such
disclosure is legally required to be made pursuant to the rules or regulations
of a stock exchange or similar trading market applicable to the disclosing
Participant.

Prior
to any disclosure of Confidential Information under this Section 18.4, the
disclosing Participant shall give the other Participant at least ten (10) days
prior written notice (unless less time is permitted by such rules, regulations
or proceeding) and, in making such disclosure, the disclosing Participant shall
disclose only that portion of Confidential Information required to be disclosed
and shall take all reasonable steps to preserve the confidentiality thereof,
including, without limitation, obtaining protective orders and supporting the
other Participant in intervention in any such proceeding.

**18.5**     **Public
Announcements**. Prior to making or issuing any press release or other
public announcement or disclosure of Business Information that is not
Confidential Information, a Participant shall first consult with the other
Participant as to the content and timing of such

40

---

announcement or disclosure, unless in the good faith judgment
of such Participant, there is not sufficient time to consult with the other
Participant before such announcement or disclosure must be made under applicable
Laws; but in such event, the disclosing Participant shall notify the other
Participant, as soon as possible, of the pendency of such announcement or
disclosure, and it shall notify the other Participant before such announcement
or disclosure is made if at all reasonably possible. Any press release or other
public announcement or disclosure to be issued by either Participant relating to
this Business shall also identify the other Participant.

ARTICLE XIX GENERAL PROVISIONS

**19.1**     **Notices**.
All notices, payments and other required or permitted communications (Notices)
to either Participant shall be in writing, and shall be addressed respectively
as follows:

|If to Miranda:  | ________________________________________________________________________          
|--------------- | ----------------------------------------------------------------------------------
|                | ________________________________________________________________________          
|                | ________________________________________________________________________          
|                | Attention:
      ________________________________________________________________ 
|                | Telephone:________________________________________________________________        
|                | Facsimile: 
      ________________________________________________________________
|                |                                                                                   
|With a copy to: | ________________________________________________________________________          
|                | ________________________________________________________________________          
|                | ________________________________________________________________________          
|                |                                                                                   
|If TO BGEI:     | Edward L. Cope                                                                    
|                | Vice President of Exploration, USA                                                
|                | 293 Spruce Road                                                                   
|                | Elko, Nevada 89801-4491                                                           
|                | Telephone: (775) 738-2062                                                         
|                | Fax: (775) 738-2804                                                               
|                | ecope@barrick.com                                                                 
|                |                                                                                   
|With a copy to: | Barrick Gold of North America, Inc.                                               
|                | 136 East South Temple Street, Suite 1300                                          
|                | Salt Lake City, Utah 84111                                                        
|                | Telephone: (801) 990-3900                                                         
|                | Fax (801) 366-9242                                                                
|                | Attention: Land Manager, United States                                            
|                | bhouston@barrick.com                                                              

All Notices shall be given (a) by personal delivery to the
Participant, (b) by electronic communication, capable of producing a printed
transmission, (c) by registered or certified mail return receipt requested; or
(d) by overnight or other express courier service. All Notices shall be
effective and shall be deemed given on the date of receipt at the principal
address if received during normal business hours, and, if not received during
normal business hours, on the next business day

41

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following receipt, or if by electronic communication, on the
date of such communication. Either Participant may change its address by Notice
to the other Participant.

**19.2**     **Gender**.
The singular shall include the plural, and the plural the singular, wherever the
context so requires, and the masculine, the feminine, and the neuter genders
shall be mutually inclusive.

**19.3**     **Currency**.
All references to dollars or $ herein shall mean lawful currency of the
United States of America.

**19.4**     **Headings**. The subject headings of the Sections and Subsections of this
Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement
are included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.

**19.5**     **Waiver**. The failure of either Participant to insist on the strict
performance of any provision of this Agreement or to exercise any right, power
or remedy upon a breach hereof shall not constitute a waiver of any provision of
this Agreement or limit such Participants right thereafter to enforce any
provision or exercise any right.

**19.6**     **Modification**. No modification of this Agreement shall be valid unless
made in writing and duly executed by both Participants.

**19.7**     **Force
Majeure**. Except for the obligation to make payments when due hereunder,
neither Participant shall be liable for its failure to perform any of its
obligations hereunder during any period in which performance is delayed by fire,
flood, earthquake or other natural disaster, war, embargo, riot, the
intervention of any government authority, the inability to obtain on reasonably
acceptable terms any public or private license, permit or other authorization,
the curtailment or suspension of activities to remedy or avoid an actual or
alleged, present or prospective violation of Environmental Laws, or the action
or inaction by any federal, state or local agency that delays or prevents the
issuance or granting of any approval or authorization required to conduct
Operations beyond the reasonable expectations of the Participant seeking the
approval or authorization (including, without limitation, a failure to complete
any review and analysis required by the National Environmental Policy Act or any
similar state law within three (3) years of initiation of that process) provided
that the Participant suffering such delay immediately notifies the other
Participant in writing of the delay and in such notice states the nature of the
suspension, the reasons therefore, and the expected duration thereof. The
affected Participant shall resume performance as soon as reasonably possible.
During the period of suspension the obligations of both Participants to advance
funds pursuant to Section 10.2 shall be reduced to levels consistent with then
current Operations.

**19.8**     **Rule Against Perpetuities**. The Participants do not intend that there
shall be any violation of the Rule Against Perpetuities, the Rule Against
Unreasonable Restraints on the Alienation of Property, or any similar rule.
Accordingly, if any right or option to acquire any interest in the Properties,
in a Participating Interest, in the Assets, or in any real property exists under
this Agreement, such right or option must be exercised, if at all, so as to vest
such interest within time periods permitted by applicable rules. If, however,
any such violation should

42

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inadvertently occur, the Participants hereby agree that a court
shall reform that provision in such a way as to approximate most closely the
intent of the Participants within the limits permissible under such rules.

**19.9**     **Further
Assurances**. Each of the Participants shall take, from time to time and
without additional consideration, such further actions and execute such
additional instruments as may be reasonably necessary or convenient to implement
and carry out the intent and purpose of this Agreement or as may be reasonably
required by lenders in connection with Project Financing.

**19.10**     **Entire
Agreement; Successors and Assigns**. This Agreement contains the entire
understanding of the Participants and supersedes all prior agreements and
understandings between the Participants relating to the subject matter hereof.
This Agreement shall be binding upon and inure to the benefit of the respective
successors and permitted assigns of the Participants.

**19.11**     **Memorandum**.
At the request of either Participant, a Memorandum or short form of this
Agreement, or a Financing Statement(s) (to which copies of the Memorandum or
short form of this Agreement shall be attached) shall be prepared by the
Manager, executed and acknowledged by both Participants, and delivered to the
Manager for recording and filing in those appropriate recording districts and
Uniform Commercial Code filing offices as may be necessary to provide
constructive notice of this Agreement and the rights and obligations of the
Participants hereunder. The Manager shall record and file in the proper
recording districts, county recording offices and Uniform Commercial Code filing
offices, all such documents delivered to it by the Participants. Unless both
Participants agree, this Agreement shall not be recorded.

**19.12**     **Counterparts**.
This Agreement may be executed in any number of counterparts, and it shall not
be necessary that the signatures of both Participants be contained on any
counterpart. Each counterpart shall be deemed an original, but all counterparts
together shall constitute one and the same instrument.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.

| | Miranda Gold Corp. 
| | -------------------
| |                    
| |                    
| | By                 
| |                    
| |                    
| |                    
| | Miranda U.S.A. Inc.
| |                    
| |                    
| | By                 
| |                    

43

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| | Barrick Gold
      Exploration Inc.
| | -----------------------------------
| |                                    
| |                                    
| | By                                 
| |                                    
| |                                    

44

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EXHIBIT A

To EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT
By And Between

MIRANDA GOLD CORP.

MIRANDA U.S.A., INC.

AND

BARRICK GOLD EXPLORATION INC.

ASSETS AND AREA OF INTEREST

PART 1.1:PROPERTIES AND TITLE
EXCEPTIONS:

Unpatented mining claims covered by the Miller Mining Lease,
a copy of which Mining Lease is attached hereto as Exhibit A Part 1.3, complete
with attached Exhibits thereto, and forming a part hereof, to wit:

The following listed 139 mining claims located within portions
of Sections 21, and 27 through 34, T.28N. R.45E., M.D.M.; Sections 25 and 36,
T.28N. R.44E., M.D.M., Lander County, Nevada, more particularly described:

CLAIM
    LOCATION
    FILED
    COUNTY RECORDER
    FILED
    BLM SERIAL NONAME
    DATE
    COUNTY
    BOOK/PAGE
    BLM
    NMCMill-B 164
    04/19/1994
    07/11/1994
    409 / 062
    07/15/1994
    702149Mill-B 165
    04/19/1994
    07/11/1994
    409
      / 063
    07/15/1994
    702150Mill-B 166
    04/19/1994
    07/11/1994
    409 / 064
    07/15/1994
    702151Mill-B 167
    04/19/1994
    07/11/1994
    409
      / 065
    07/15/1994
    702152Mill-B 168
    04/19/1994
    07/11/1994
    409 / 066
    07/15/1994
    702153Mill-B 170
    04/19/1994
    07/11/1994
    409
      / 067
    07/15/1994
    702154Mill-B 172
    04/19/1994
    07/11/1994
    409 / 068
    07/15/1994
    702155Mill-B 174
    04/19/1994
    07/11/1994
    409
      / 069
    07/15/1994
    702156Mill-B 176
    04/19/1994
    07/11/1994
    409 / 070
    07/15/1994
    702157Mill-B 120
    05/05/1994
    07/25/1994
    409 / 318
    08/02/1994
    703197Mill-B 121
    05/05/1994
    07/25/1994
    409
      / 319
    08/02/1994
    703198Mill-B 122
    05/05/1994
    07/25/1994
    409 / 320
    08/02/1994
    703199Mill-B 123
    05/05/1994
    07/25/1994
    409
      / 321
    08/02/1994
    703200Mill-B 124
    05/05/1994
    07/25/1994
    409/ 322
    08/02/1994
    703201Mill-B 125
    05/05/1994
    07/25/1994
    409
      / 323
    08/02/1994
    703202Mill-B 126
    05/06/1994
    07/25/1994
    409 / 324
    08/02/1994
    703203Mill-B 127
    05/06/1994
    07/25/1994
    409
      / 325
    08/02/1994
    703204Mill-B 128
    05/06/1994
    07/25/1994
    409 / 326
    08/02/1994
    703205Mill-B 129
    05/06/1994
    07/25/1994
    409
      / 327
    08/02/1994
    703206Mill-B 130
    05/06/1994
    07/25/1994
    409 / 328
    08/02/1994
    703207Mill-B 131
    05/06/1994
    07/25/1994
    409
      / 329
    08/02/1994
    703208


---

CLAIM
    LOCATION
    FILED
    COUNTY RECORDER
    FILED
    BLM SERIAL NONAME
    DATE
    COUNTY
    BOOK/PAGE
    BLM
    NMCMill-B 132
    05/06/1994
    07/25/1994
    409 / 330
    08/02/1994
    703209Mill-B 133
    05/06/1994
    07/25/1994
    409 / 331
    08/02/1994
    703210Mill-B 134
    05/06/1994
    07/25/1994
    409 / 332
    08/02/1994
    703211Mill-B 135
    05/06/1994
    07/25/1994
    409 / 333
    08/02/1994
    703212Mill-B 136
    05/23/1994
    07/25/1994
    409 / 334
    08/02/1994
    703213Mill-B 137
    05/23/1994
    07/25/1994
    409 / 335
    08/02/1994
    703214Mill-B 138
    05/23/1994
    07/25/1994
    409 / 336
    08/02/1994
    703215Mill-B 139
    05/23/1994
    07/25/1994
    409 / 337
    08/02/1994
    703216Mill-B 140
    05/23/1994
    07/25/1994
    409 / 338
    08/02/1994
    703217Mill-B 141
    05/23/1994
    07/25/1994
    409 / 339
    08/02/1994
    703218Mill-B 142
    05/23/1994
    07/25/1994
    409 / 340
    08/02/1994
    703219Mill-B 143
    05/23/1994
    07/25/1994
    409 / 341
    08/02/1994
    703220Mill-B 144
    05/23/1994
    07/25/1994
    409 / 342
    08/02/1994
    703221Mill-B 145
    05/23/1994
    07/25/1994
    409 / 343
    08/02/1994
    703222Mill-B 146
    05/23/1994
    07/25/1994
    409 / 344
    08/02/1994
    703223Mill-B 147
    05/23/1994
    07/25/1994
    409 / 345
    08/02/1994
    703224Mill-B 148
    05/23/1994
    07/25/1994
    409 / 346
    08/02/1994
    703225Mill-B 149
    05/23/1994
    07/25/1994
    409 / 347
    08/02/1994
    703226Mill-B 150
    05/23/1994
    07/25/1994
    409 / 348
    08/02/1994
    703227Mill-B 151
    05/23/1994
    07/25/1994
    409 / 349
    08/02/1994
    703228Mill-B 152
    05/23/1994
    07/25/1994
    409 / 350
    08/02/1994
    703229Mill-B 153
    05/23/1994
    07/25/1994
    409 / 351
    08/02/1994
    703230Mill-B 154
    05/23/1994
    07/25/1994
    409 / 352
    08/02/1994
    703231Mill-B 155
    05/23/1994
    07/25/1994
    409 / 353
    08/02/1994
    703232Mill-B 156
    05/23/1994
    07/25/1994
    409 / 354
    08/02/1994
    703233Mill-B 157
    05/23/1994
    07/25/1994
    409 / 355
    08/02/1994
    703234Mill-B 158
    05/23/1994
    07/25/1994
    409 / 356
    08/02/1994
    703235Mill-B 159
    05/23/1994
    07/25/1994
    409 / 357
    08/02/1994
    703236Mill-B 160
    05/23/1994
    07/25/1994
    409 / 358
    08/02/1994
    703237Mill-B 161
    05/23/1994
    07/25/1994
    409 / 359
    08/02/1994
    703238Mill-B 162
    05/23/1994
    07/25/1994
    409 / 360
    08/02/1994
    703239Mill-B 163
    05/23/1994
    07/25/1994
    409 / 361
    08/02/1994
    703240Mill-B 169
    07/02/1994
    07/25/1994
    409 / 362
    08/02/1994
    703241Mill-B 171
    07/02/1994
    07/25/1994
    409 / 363
    08/02/1994
    703242Mill-B 173
    07/02/1994
    07/25/1994
    409 / 364
    08/02/1994
    703243Mill-B 184
    05/23/1994
    07/25/1994
    409 / 366
    08/02/1994
    703245Mill-B 185
    05/23/1994
    07/25/1994
    409 / 367
    08/02/1994
    703246Mill-B 186
    05/23/1994
    07/25/1994
    409 / 368
    08/02/1994
    703247Mill-B 187
    05/05/1994
    07/25/1994
    409 / 369
    08/02/1994
    703248Mill-B 188
    05/05/1994
    07/25/1994
    409 / 370
    08/02/1994
    703249Mill-B 190
    05/23/1994
    07/25/1994
    409 / 371
    08/02/1994
    703250Mill-B 191
    05/23/1994
    07/25/1994
    409 / 372
    08/02/1994
    703251Mill-B 300
    05/24/1994
    07/25/1994
    409 / 373
    08/02/1994
    703252Mill-B 301
    05/24/1994
    07/25/1994
    409 / 374
    08/02/1994
    703253Mill-B 302
    05/24/1994
    07/25/1994
    409 / 375
    08/02/1994
    703254Mill-B 303
    05/24/1994
    07/25/1994
    409 / 376
    08/02/1994
    703255Mill-B 304
    05/24/1994
    07/25/1994
    409 / 377
    08/02/1994
    703256Mill-B 305
    05/24/1994
    07/25/1994
    409 / 378
    08/02/1994
    703257Mill-B 306
    05/24/1994
    07/25/1994
    409 / 379
    08/02/1994
    703258Mill-B 307
    05/24/1994
    07/25/1994
    409 / 380
    08/02/1994
    703259Mill-B 500
    05/04/1994
    07/25/1994
    409 / 381
    08/02/1994
    703260Mill-B 501
    05/04/1994
    07/25/1994
    409 / 382
    08/02/1994
    703261Mill-B 502
    05/04/1994
    07/25/1994
    409 / 383
    08/02/1994
    703262


---

CLAIM
    LOCATION
    FILED
    COUNTY RECORDER
    FILED
    BLM SERIAL NONAME
    DATE
    COUNTY
    BOOK/PAGE
    BLM
    NMCMill-B 503
    05/04/1994
    07/25/1994
    409 / 384
    08/02/1994
    703263Mill-B 504
    05/05/1994
    07/25/1994
    409 / 385
    08/02/1994
    703264Mill-B 505
    05/06/1994
    07/25/1994
    409 / 386
    08/02/1994
    703265Mill-B 506
    05/06/1994
    07/25/1994
    409 / 387
    08/02/1994
    703266CMX 101
    09/07/1995
    12/05/1995
    422 / 480
    12/04/1995
    725976CMX 102
    09/07/1995
    12/05/1995
    422 / 481
    12/04/1995
    725977CMX 112
    11/18/1995
    12/05/1995
    422 / 482
    02/13/1996
    733225CMX 113
    11/18/1995
    12/05/1995
    422 / 483
    02/13/1996
    733226CMX 114
    11/18/1995
    12/05/1995
    422 / 484
    02/13/1996
    733227Mill-B 507
    02/17/1996
    03/21/1996
    426 / 466
    04/03/1996
    735516Mill-B 508
    02/17/1996
    03/21/1996
    426 / 467
    04/03/1996
    735517Mill-B 509
    02/17/1996
    03/21/1996
    426 / 468
    04/03/1996
    735518CMX 103
    10/14/1996
    01/07/1997
    436 / 832
    01/03/1997
    760041CMX 104
    10/14/1996
    01/07/1997
    436 / 833
    01/03/1997
    760042CMX 105
    10/14/1996
    01/07/1997
    436 / 834
    01/03/1997
    760043CMX 106
    10/14/1996
    01/07/1997
    436 / 835
    01/03/1997
    760044CMX 107
    10/14/1996
    01/07/1997
    436 / 836
    01/03/1997
    760045CMX 108
    05/27/2000
    08/24/2000
    480 / 593
    08/25/2000
    817783CMX 109
    05/29/2000
    08/24/2000
    480 / 594
    08/25/2000
    817784CMX 110
    05/29/2000
    08/24/2000
    480 / 595
    08/25/2000
    817785CMX 111
    05/27/2000
    08/24/2000
    480 / 596
    08/25/2000
    817786Mill-B 308
    10/22/2000
    01/18/2001
    485 / 253
    01/18/2001
    822318RDA 35
    10/23/2000
    01/18/2001
    485 / 240
    01/18/2001
    822319RDA 36
    10/23/2000
    01/18/2001
    485 / 241
    01/18/2001
    822320RDA 37
    10/23/2000
    01/18/2001
    485 / 242
    01/18/2001
    822321RDA 69
    10/23/2000
    01/18/2001
    485 / 239
    01/18/2001
    822322RDA 500
    10/23/2000
    01/18/2001
    485 / 238
    01/18/2001
    822323Rum Dreams 200
    10/28/2000
    01/18/2001
    485 / 244
    01/18/2001
    822324Rum Dreams 201
    10/28/2000
    01/18/2001
    485 / 245
    01/18/2001
    822325Rum Dreams 202
    10/28/2000
    01/18/2001
    485 / 246
    01/18/2001
    822326Rum Dreams 203
    10/28/2000
    01/18/2001
    485 / 247
    01/18/2001
    822327Rum Dreams 204A
    10/28/2000
    01/18/2001
    485 / 248
    01/18/2001
    822328Rum Dreams 205
    10/28/2000
    01/18/2001
    485 / 249
    01/18/2001
    822329


---

CLAIM
    LOCATION
    FILED
    COUNTY RECORDER
    FILED
    BLM SERIAL NONAME
    DATE
    COUNTY
    BOOK/PAGE
    BLM
    NMCRum Dreams 1
    09/05/2001
    11/30/2001
    496 / 526
    11/30/2001
    826158Rum Dreams 2
    09/05/2001
    11/30/2001
    496 / 527
    11/30/2001
    826159Rum Dreams 3
    09/05/2001
    11/30/2001
    496 / 528
    11/30/2001
    826160Rum Dreams 4
    0905/2001
    11/30/2001
    496 / 529
    11/30/2001
    826161Rum Dreams 5
    09/05/2001
    11/30/2001
    496 / 530
    11/30/2001
    826162Rum Dreams 6
    09/05/2001
    11/30/2001
    496 / 531
    11/30/2001
    826163Rum Dreams 7
    09/05/2001
    11/30/2001
    496 / 532
    11/30/2001
    826164Rum Dreams 8
    09/05/2001
    11/30/2001
    496 / 533
    11/30/2001
    826165Rum Dreams 9
    09/05/2001
    11/30/2001
    496 / 534
    11/30/2001
    826166Rum Dreams 10
    09/05/20001
    11/30/2001
    496 / 535
    11/30/2001
    826167Rum Dreams 11
    09/05/2001
    11/30/2001
    496 / 536
    11/30/2001
    826168Rum Dreams 12
    09/05/2001
    11/30/2001
    496 / 537
    11/30/2001
    826169Rum Dreams 13
    09/05/2001
    11/30/2001
    496 / 538
    11/30/2001
    826170Rum Dreams 14
    09/05/2001
    11/30/2001
    496 / 539
    11/30/2001
    826171Rum Dreams 15
    09/05/2001
    11/30/2001
    496 / 540
    11/30/2001
    826172Rum Dreams 16
    09/05/2001
    11/30/2001
    496 / 541
    11/30/2001
    826173Rum Dreams 17
    09/05/2001
    11/30/2001
    496 / 542
    11/30/2001
    826174Rum Dreams 18
    09/05/2001
    11/30/2001
    496 / 543
    11/30/2001
    826175


---

CLAIM
    LOCATION
    FILED
    COUNTY RECORDER
    FILED
    BLM SERIAL NONAME
    DATE
    COUNTY
    BOOK/PAGE
    BLM
    NMCRum Dreams 19
    09/05/2001
    11/30/2001
    496 / 544
    11/30/2001
    826176Rum Dreams 20
    09/05/2001
    11/30/2001
    496 / 545
    11/30/2001
    826177Rum Dreams 21
    09/05/2001
    11/30/2001
    496 / 546
    11/30/2001
    826178Rum Dreams 22
    09/05/2001
    11/30/2001
    496 / 547
    11/30/2001
    826179HMT 1
    04/14/2000
    07/07/2000
    479 / 201
    07/10/2000
    817090HMT 2
    04/14/2000
    07/07/2000
    479 / 202
    07/10/2000
    817091HMT 3
    04/14/2000
    07/07/2000
    479 / 203
    07/10/2000
    817092HMT 4
    04/14/2000
    07/07/2000
    479 / 204
    07/10/2000
    817093HMT 5
    04/14/2000
    07/07/2000
    479 / 205
    07/10/2000
    817094HMT 6
    04/14/2000
    07/07/2000
    479 / 206
    07/10/2000
    817095HMT 7
    04/14/2000
    07/07/2000
    479 / 207
    07/10/2000
    817096HMT 8
    04/14/2000
    07/07/2000
    479 / 208
    07/10/2000
    817097HMT 9
    04/14/2000
    07/07/2000
    479 / 209
    07/10/2000
    817098HMT 10
    04/14/2000
    07/07/2000
    479 / 210
    07/10/2000
    817099


Note 1: All of the above named mining claims are subject
to the terms and conditions as set out by the Miller Mining Lease including
certain royalty, work, and payment obligations specified therein.

Note 2:Certain of the above named mining claims,
specifically the HMT 1  10, are also subject to a royalty obligation
specified under Quitclaim Deed And Royalty Agreement (QCD) dated July 1, 2002
between Newmont USA LIMITED, and Bruce W. Miller et al. A copy of said QCD is
attached hereto as an Exhibit of the Miller Mining Lease.

PART 1.2 AREA OF INTEREST:

The
Area of Interest shall be the valid portions of the claim area within the
exterior boundary of the unpatented mining claims that are subject to the Miller
Mining Lease Agreement. The subject claims are further described by Exhibit A
PART 1.1 above, and graphically shown on the attached map figure. The attached
map is not based on field survey data, and the claim boundary shown thereon is
in part interpretive as to the effect of superior rights on the claims, and may
be subject to adjustment pending further determination.

---



---

EXHIBIT A

To EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT
By And Between

MIRANDA GOLD CORP.

MIRANDA U.S.A., INC.

AND

BARRICK GOLD EXPLORATION INC.

EXHIBIT A PART 1.3

MILLER MINING LEASE

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**Schedue 1 to Mining Deed**

**Property Description
  [Insert on execution]**



5

---

**Schedue 2 to Mining Deed**

**Net Smelter Return Royalty
  [Same as Exhibit B to Mining Lease Agreement]**



6

---

**Schedue 3 to Mining Deed**

**Arbitration/Mediation Provisions
  [Same as Exhibit C to Mining Lease Agreement]**



7

---

|EXHIBIT B                                                  
|-----------------------------------------------------------
|TO                                                         
|EXPLORATION, DEVELOPMENT AND MINE OPERATING
      AGREEMENT
|BY AND BETWEEN                                             
|MIRANDA GOLD CORP.                                         
|MIRANDA U.S.A., INC.                                       
|AND                                                        
|                                                           
|BARRICK GOLD EXPLORATION INC.                              
|                                                           

ACCOUNTING PROCEDURES

The
financing and accounting procedures to be followed by the Manager and the
Participants under the Agreement are set forth below. All capitalized terms in
these Accounting Procedures shall have the definition attributed to them in the
Agreement, unless defined otherwise herein.

The
purpose of these Accounting Procedures is to establish equitable methods for
determining charges and credits applicable to Operations. It is the intent of
the Participants that neither of them shall lose or profit by reason of the
designation of one of them to exercise the duties and responsibilities of the
Manager. The Participants shall meet and in good faith endeavor to agree upon
changes deemed necessary to correct any unfairness or inequity. In the event of
a conflict between the provisions of these Accounting Procedures and those of
the Agreement, the provisions of the Agreement shall control.

ARTICLE I GENERAL PROVISIONS

1.1     
General Accounting Records. The Manager shall maintain detailed and
comprehensive cost accounting records in accordance with these Accounting
Procedures, including general ledgers, supporting and subsidiary journals,
invoices, checks and other customary documentation, sufficient to provide a
record of revenues and expenditures and periodic statements of financial
position and the results of Operations for managerial, tax, regulatory or other
financial, regulatory, or legal reporting purposes related to the Business. Such
records shall be retained for the duration of the period allowed the
Participants for audit or the period necessary to comply with tax or other
regulatory requirements. The records shall reflect all obligations, advances and
credits of the Participants.

1.2     
Cash Management Accounts. The Manager shall maintain one or more separate
cash management accounts for the payment of all expenses and the deposit of all
cash receipts for the Business.

1.3     
Statements and Billings. The Manager shall prepare statements and bill
the Participants as provided in Article X of the Agreement. Payment of any such
billings by either Participant, including the Manager, shall not prejudice such
Participants right to protest or question the correctness thereof as provided
in the Agreement. All written exceptions to and claims upon the Manager for
incorrect charges, billings or statements shall be made upon the

B-1

---

Manager within the period established by Section 10.6 of the
Agreement. The time period permitted for adjustments hereunder shall not apply
to adjustments resulting from periodic inventories as provided in Paragraphs 5.1
and 5.2.

ARTICLE II CHARGES TO BUSINESS ACCOUNT

Subject
to the limitations hereinafter set forth, the Manager shall charge the Business
Account with the following:

2.1      Property
Acquisition Costs, Rentals, Royalties and Other Payments. All property
acquisition and holding costs, including Governmental Fees, filing fees, license
fees, costs of permits and assessment work, delay rentals, production royalties,
including any required advances, and all other payments made by the Manager
which are necessary to acquire or maintain title to the Assets.

2.2      Labor
and Employee Benefits.

(a)     
Salaries and wages of the Managers employees directly engaged in Operations,
including salaries or wages of employees who are temporarily assigned to and
directly employed by same.

(b)     
The Managers cost of holiday, vacation, sickness and disability benefits, and
other customary allowances applicable to the salaries and wages chargeable under
Subparagraph 2.2(a) and Paragraph 2.12. Such costs may be charged on a when and
as paid basis or by percentage assessment on the amount of salaries and
wages. If percentage assessment is used, the rate shall be applied to wages or
salaries excluding overtime and bonuses. Such rate shall be based on the
Managers cost experience and it shall be periodically adjusted at least
annually to ensure that the total of such charges does not exceed the actual
cost thereof to the Manager.

(c)     
The Managers actual cost of established plans for employees group life
insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus
(except production or incentive bonus plans under a union contract based on
actual rates of production, cost savings and other production factors, and
similar non-union bonus plans customary in the industry or necessary to attract
competent employees, which bonus payments shall be considered salaries and wages
under Subparagraph 2.2(a) or Paragraph 2.12 rather than employees benefit
plans) and other benefit plans of a like nature applicable to salaries and wages
chargeable under Subparagraphs 2.2(a) or Paragraph 2.12.

(d)      Cost
of assessments imposed by governmental authority that are applicable to salaries
and wages chargeable under Subparagraph 2.2(a) and Paragraph 2.12, including all
penalties except those resulting from the willful misconduct or gross negligence
of the Manager.

2.3     
Materials, Equipment and Supplies. The cost of materials, equipment and
supplies (herein called Material) purchased from unaffiliated third parties or
furnished by either Participant as provided in Paragraph 3.1. The Manager shall
purchase or furnish only so

B-2

---

much Material as may be required to conduct efficient and
economical Operations. The Manager shall also maintain inventory levels of
Material at reasonable levels to avoid unnecessary accumulation of surplus
stock.

2.4     
Equipment and Facilities Furnished by Manager. The cost of machinery,
equipment and facilities owned by the Manager and used in Operations or used to
provide support or utility services to Operations charged at rates commensurate
with the actual costs of ownership and operation of such machinery, equipment
and facilities. Such rates shall include costs of maintenance, repairs, other
operating expenses, insurance, taxes, depreciation and interest at a rate not to
exceed Prime Rate plus three percent (3%) per annum. Such rates shall not exceed
the average commercial rates currently prevailing in the vicinity of the
Operations.

2.5     
Transportation. Reasonable transportation costs incurred in connection
with the transportation of employees and material necessary for Operations.

2.6     
Contract Services and Utilities. The cost of contract services and
utilities procured from outside sources, other than services described in
Paragraphs 2.9 and 2.13. If contract services are performed by the Manager or an
Affiliate thereof, the cost charged to the Business Account shall not be greater
than that for which comparable services and utilities are available in the open
market within the vicinity of Operations. The cost of professional consultant
services procured from outside sources in excess of Twenty-Five Thousand Dollars
($25,000.00) per annum per contract shall not be charged to the Business Account
unless approved by the Management Committee.

2.7     
Insurance Premiums. Net premiums paid for insurance required to be
carried for Operations for the protection of the Participants. When Operations
are conducted in an area where the Manager may self-insure for Workers
Compensation and/or Employers Liability under state law, the Manager may elect
to include such risks in its self-insurance program and shall charge its costs
of self-insuring such risks to the Business Account provided that such charges
shall not exceed published manual rates.

2.8      Damages
and Losses. All costs in excess of insurance proceeds necessary to repair or
replace damage or losses to any Assets resulting from any cause other than the
willful misconduct or gross negligence of the Manager. The Manager shall furnish
the Management Committee with written notice of damages or losses as soon as
practicable after a report thereof has been received by the Manager.

2.9     
Legal and Regulatory Expense. Except as otherwise provided in Paragraph
2.13, all legal and regulatory costs and expenses incurred in or resulting from
Operations or necessary to protect or recover the Assets of the Business,
including costs of title investigation and title curative services. All
attorneys fees and other legal costs to handle, investigate and settle
litigation or claims, and amounts paid in settlement of such litigation or
claims in excess of Twenty-Five Thousand Dollars ($25,000.00) per annum shall
not be charged to the Business Account unless approved by the Management
Committee.

2.10     
Audit. Cost of annual audits under Subsection 10.6(a) .

B-3

---

2.11     
Taxes. All taxes, assessments and like charges on Operations and Assets
which have been paid by the Manager for the benefit of the Participants. Each
Participant is separately responsible for taxes determined or measured by a
Participants sales revenue or net income.

2.12      District
and Camp Expense (Field Supervision and Camp Expenses). A pro rata portion
of: (i) the salaries and expenses of the Managers employees serving Operations
whose time is not allocated directly to such Operations, and (ii) the costs of
maintaining and operating an office and any necessary suboffice, and (iii) all
necessary camps, including housing facilities for employees, used for
Operations. The expense of those facilities, less any revenue therefrom, shall
include depreciation or a fair monthly rental in lieu of depreciation of the
investment. The total of such charges for all Properties served by the Managers
employees and facilities shall be apportioned to the Business Account on the
basis of a ratio to be approved by the Management Committee.

2.13     
Administrative Charge.

(a)      Each
month, the Manager shall charge the Business Account a sum for each phase of
Operations as provided below, which shall be a liquidated amount to reimburse
the Manager for its home office overhead and general and administrative expenses
to conduct each phase of Operations, and which shall be in lieu of any
management fee and for taxes based on production of Products:

(i)     
Exploration Phase - five percent (5%) of Allowable Costs.

(ii)      Development
Phase - four percent (4%) of Allowable Costs.

(iii)      Major
Construction Phase - three percent (3%) of Allowable Costs.

(iv)     
Mining Phase - two percent (2%) of Allowable Costs.

(b)     
The term Allowable Costs as used in this Paragraph for a particular phase of
Operations shall mean all charges to the Business Account excluding: (i) the
administrative charge referred to herein; (ii) depreciation, depletion or
amortization of tangible or intangible Assets; (iii) amounts charged in
accordance with Paragraphs 2.1 and 2.9, and (iv) marketing costs. The Manager
shall attribute such Allowable Costs to a particular phase of Operations by
applying the following guidelines:

(A)      The
Exploration Phase shall cover those Operations conducted to ascertain the
existence, location, extent or quantity of any deposit of ore or mineral.

(B)      The
Development Phase shall cover those Operations, including Pre-Feasibility and
Feasibility Study Operations, conducted to assess a commercially feasible ore
body or to extend production of an existing ore body, and to construct or
install related fixed Assets.

B-4

---

(C)      The
Major Construction Phase shall include all Operations involved in the
construction of a mill, smelter or other ore processing facilities.

(D)      The
Mining Phase shall include all other Operations activities not otherwise covered
above, including activities conducted after Mining Operations have ceased.

(c)      Various
phases of Operations may be conducted concurrently, in which event the
administrative charge shall be calculated separately for Allowable Costs
attributable to each phase.

(d)      The
monthly administration charge determined for each phase of Operations shall be a
liquidated amount to reimburse Manager for its home office overhead and general
and administrative expenses for its conduct of Operations, and shall be
equitably apportioned among all of the properties served during such monthly
period on the basis of a ratio approved by the Management Committee.

(e)      The
following is a representative list of items that constitute the Managers
principal business office expenses that are expressly covered by the
administrative charge provided in this Paragraph, except to the extent that such
items are directly chargeable to the Business Account under other provisions of
this Article II:

(i)      Administrative
supervision, which includes all services rendered by managers, department
supervisors, officers and directors of the Manager for Operations.

(ii)      Accounting,
data processing, personnel administration, billing and record keeping in
accordance with governmental regulations and the provisions of the Agreement,
and preparation of reports;

(iii)      The
services of tax counsel and tax administration employees for all tax matters,
including any protests, except any outside professional fees which the
Management Committee may approve as a direct charge to the Business Account;

(iv)     
Routine legal services rendered by outside sources and the Managers legal staff
not otherwise charged to the Business Account under Paragraph 2.9, including
property acquisition, attorney management and oversight, and support services
provided by Managers legal staff concerning any litigation; and

(v)      Rentals
and other charges for office and records storage space, telephone service,
office equipment and supplies.

(f)      The
Management Committee shall annually review the administrative charges and shall
amend the methodology or rates used to determine such charges if they are found
to be insufficient or excessive based on the principles that the Manager shall
not make a

B-5

---

profit or suffer a loss and that it should be fairly and
adequately compensated for its costs and expenses.

2.14      Environmental
Compliance Fund. Costs reasonably anticipated Environmental Compliance
which, on a Program basis, shall be determined by the Management Committee and
shall be based on proportionate contributions in an amount sufficient to
establish a fund, which through successive proportionate contributions during
the life of the Business, will pay for ongoing Environmental Compliance
conducted during Operations and which will aggregate the reasonably anticipated
costs of mine closure, post-Operations Environmental Compliance and Continuing
Obligations. The Manager shall invest such amounts on behalf of the Participants
as provided in Subsection 8.2(r) .

2.15     
Other Expenditures. Any reasonable direct expenditure, other than
expenditures which are covered by the foregoing provisions, incurred by the
Manager for the necessary and proper conduct of Operations.

ARTICLE III BASIS OF CHARGES TO BUSINESS ACCOUNT

3.1     
Purchases. Material purchased and services procured from third parties
shall be charged to the Business Account by the Manager at invoiced cost,
including applicable transfer taxes, less all discounts taken. If any Material
is determined to be defective or is returned to a vendor for any other reason,
the Manager shall credit the Business Account when an adjustment is received
from the vendor.

3.2      Material
Furnished by a Participant for Use in the Business. Any Material furnished
by either Participant for use in the Business or distributed to either
Participant by the Manager shall be priced on the following basis:

(a)      New
Material: New Material furnished by either Participant shall be priced
F.O.B. the nearest reputable supply store or railway receiving point, where like
Material is available, at the current replacement cost of the same kind of
Material, exclusive of any available cash discounts, at the time it is furnished
(herein called New Price).

(b)     
Used Material.

(i)      Used
Material in sound and serviceable condition and suitable for reuse without
reconditioning shall be priced as follows:

(A)      Used
Material furnished by either Participant shall be priced at seventy-five percent
(75%) of the New Price;

(B)      Used
Material distributed to either Participant shall be priced (i) at seventy-five
percent (75%) of the New Price if such Material was originally charged to the
Business Account as new Material, or (ii) at sixty-five percent (65%) of the New
Price if such Material was originally charged to the Business Account as good
used Material at seventy-five percent (75%) of the New Price.

B-6

---

(ii)      Other
used Material that, after reconditioning, will be further serviceable for
original function as good secondhand Material, or that is serviceable for
original function but not substantially suitable for reconditioning, shall be
priced at fifty percent (50%) of New Price. The cost of any reconditioning shall
be borne by the transferee.

(iii)      Bad-Order
Material which is no longer usable for its original purpose without excessive
repair cost but further usable for some other purpose shall be priced on a basis
comparable with items normally used for that purpose.

(iv)      All
other Material, including junk, shall be priced at a value commensurate with its
use or at prevailing prices.

(c)     
Obsolete Material. Any Material that is serviceable and usable for its
original function, but its condition is not equivalent to that which would
justify a price as provided above, shall be priced by the Management Committee.
Such price shall be set at a level that will result in a charge to the Business
Account equal to the value of the service to be rendered by such Material.

3.3     
Premium Prices. Whenever Material is not readily obtainable at published
or listed prices because of national emergencies, strikes or other unusual
circumstances over which the Manager has no control, the Manager may charge the
Business Account for the required Material on the basis of the Managers direct
cost and expenses incurred in procuring such Material and making it suitable for
use. The Manager shall give written notice of the proposed charge to the
Participants prior to the time when such charge is to be billed, whereupon
either Participant shall have the right, by notifying the Manager within ten
(10) days of the delivery of the notice from the Manager, to furnish at the
usual receiving point all or part of its share of Material suitable for use and
acceptable to the Manager.

3.4     
Warranty of Material Furnished by the Manager or Participants. Neither
Participant warrants any Material furnished beyond any dealers or
manufacturers warranty and no credits shall be made to the Business Account for
defective Material until adjustments are received by the Manager from the
dealer, manufacturer or their respective agents.

ARTICLE IV DISPOSAL OF MATERIAL

4.1     
Disposition Generally. The Manager shall have no obligation to purchase
either Participants interest in Material. The Management Committee shall
determine the disposition of major items of surplus Material, provided the
Manager shall have the right to dispose of normal accumulations of junk and
scrap Material either by sale or by transfer to the Participants as provided in
Paragraph 4.2.

4.2      Distribution
to Participants. Any Material to be distributed to the Participants shall be
made in proportion to their respective Participating Interests, and
corresponding credits shall be made to the Business Account on the basis
provided in Paragraph 3.2.

B-7

---

4.3     
Sales. Sales of Material to third parties shall be credited to the
Business Account at the net amount received. Any damages or claims by the
Purchaser shall be charged back to the Business Account if and when paid.

ARTICLE V INVENTORIES

5.1      Periodic
Inventories, Notice and Representations. At reasonable intervals,
inventories shall be taken by the Manager, which shall include all such Material
as is ordinarily considered controllable by operators of mining properties, and
the expense of conducting such periodic inventories shall be charged to the
Business Account. The Manager shall give written notice to the Participants of
its intent to take any inventory at least thirty (30) days before such inventory
is scheduled to take place. A Participant shall be deemed to have accepted the
results of any inventory taken by the Manager if the Participant fails to be
represented at such inventory.

5.2      Reconciliation
and Adjustment of Inventories. Reconciliation of inventory with charges to
the Business Account shall be made, and a list of overages and shortages shall
be furnished to the Management Committee within six (6) months after the
inventory is taken. Inventory adjustments shall be made by the Manager to the
Business Account for overages and shortages, but the Manager shall be held
accountable to the Business only for shortages due to lack of reasonable
diligence.

B-8

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|EXHIBIT C                                                  
|-----------------------------------------------------------
|TO                                                         
|EXPLORATION, DEVELOPMENT AND MINE OPERATING
      AGREEMENT
|BY AND BETWEEN                                             
|MIRANDA GOLD CORP.                                         
|MIRANDA U.S.A., INC.                                       
|AND                                                        
|                                                           
|BARRICK GOLD EXPLORATION INC.                              
|                                                           

DEFINITIONS

Additional
Earn-In means the option and right of BGEI to increase its Participating
Interest as provided in Section 5.5(a) .

Affiliate
means any person, partnership, limited liability company, joint venture,
corporation, or other form of enterprise which Controls, is Controlled by, or is
under common Control with a Participant.

Agreement
means this Exploration, Development and Mine Operating Agreement, including all
amendments and modifications, and all schedules and exhibits, all of which are
incorporated by this reference.

Approved
Alternative means a Development and Mining alternative selected by the
Management Committee from various Development and Mining alternatives analyzed
in the Pre-Feasibility Studies.

**Area
of Interest** means the area described in Paragraph 1.2 of Exhibit A.

Assets
means the Properties, Products, Business Information, and all other real and
personal property, tangible and intangible, including existing or after-acquired
properties and all contract rights held for the benefit of the Participants
hereunder.

Budget
means a detailed estimate of all costs to be incurred and a schedule of cash
advances to be made by the Participants with respect to a Program.

**Business**
means the contractual relationship of the Participants under this Agreement.

Business
Account means the account maintained by the Manager for the Business in
accordance with Exhibit B.

Business
Information means the terms of this Agreement, and any other agreement
relating to the Business, the Existing Data, and all information, data,
knowledge and know-how, in whatever form and however communicated (including,
without limitation, Confidential Information), developed, conceived, originated
or obtained by either Participant in performing its obligations under this
Agreement. The term Business Information shall not include any improvements,
enhancements, refinements or incremental additions to Participant Information
that

C-1

---

are developed, conceived, originated or obtained by either
Participant in performing its obligations under this Agreement.

Confidential
Information means all information, data, knowledge and know-how (including,
but not limited to, formulas, patterns, compilations, programs, devices,
methods, techniques and processes) that derives independent economic value,
actual or potential, as a result of not being generally known to, or readily
ascertainable by, third parties and which is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy, including without
limitation all analyses, interpretations, compilations, studies and evaluations
of such information, data, knowledge and know-how generated or prepared by or on
behalf of either Participant.

Continuing
Obligations mean obligations or responsibilities that are reasonably
expected to continue or arise after Operations on a particular area of the
Properties have ceased or are suspended, such as future monitoring,
stabilization, or Environmental Compliance.

Control
used as a verb means, when used with respect to an entity, the ability, directly
or indirectly through one or more intermediaries, to direct or cause the
direction of the management and policies of such entity through (i) the legal or
beneficial ownership of voting securities or membership interests; (ii) the
right to appoint managers, directors or corporate management; (iii) contract;
(iv) operating agreement; (v) voting trust; or otherwise; and, when used with
respect to a person, means the actual or legal ability to control the actions of
another, through family relationship, agency, contract or otherwise; and
Control used as a noun means an interest which gives the holder the ability to
exercise any of the foregoing powers.

**Cover
Payment** shall have the meaning as set forth in Section 10.4 of the
Agreement.

Development
means all preparation (other than Exploration) for the removal and recovery of
Products, including construction and installation of a mill or any other
improvements to be used for the mining, handling, milling, processing, or other
beneficiation of Products, and all related Environmental Compliance.

**Effective
Date** means the date set forth in the preamble to this Agreement.

Encumbrance
or Encumbrances means mortgages, deeds of trust, security interests,
pledges, liens, net profits interests, royalties or overriding royalty
interests, other payments out of production, or other burdens of any nature.

Environmental
Compliance means actions performed during or after Operations to comply
with the requirements of all Environmental Laws or contractual commitments
related to reclamation of the Properties or other compliance with Environmental
Laws.

Environmental
Laws means Laws aimed at reclamation or restoration of the Properties;
abatement of pollution; protection of the environment; protection of wildlife,
including endangered species; ensuring public safety from environmental hazards;
protection of cultural or historic resources; management, storage or control of
hazardous materials and substances; releases or threatened releases of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
as wastes into the environment, including without limitation, ambient air,
surface water and groundwater; and all other Laws relating to the manufacturing,
processing, distribution, use,

C-2

---

treatment, storage, disposal, handling or transport of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes.

Environmental
Liabilities means any and all claims, actions, causes of action, damages,
losses, liabilities, obligations, penalties, judgments, amounts paid in
settlement, assessments, costs, disbursements, or expenses (including, without
limitation, attorneys fees and costs, experts fees and costs, and consultants
fees and costs) of any kind or of any nature whatsoever that are asserted
against either Participant, by any person or entity other than the other
Participant, alleging liability (including, without limitation, liability for
studies, testing or investigatory costs, cleanup costs, response costs, removal
costs, remediation costs, containment costs, restoration costs, corrective
action costs, closure costs, reclamation costs, natural resource damages,
property damages, business losses, personal injuries, penalties or fines)
arising out of, based on or resulting from (i) the presence, release, threatened
release, discharge or emission into the environment of any hazardous materials
or substances existing or arising on, beneath or above the Properties and/or
emanating or migrating and/or threatening to emanate or migrate from the
Properties to off-site properties; (ii) physical disturbance of the environment;
or (iii) the violation or alleged violation of any Environmental Laws.

Equity
Account means the account maintained for each Participant by the Manager in
accordance with Subsection 8.2(n) of the Agreement.

Existing
Data means maps, drill logs and other drilling data, core tests, pulps,
reports, surveys, assays, analyses, production reports, operations, technical,
accounting and financial records, and other material information developed in
operations on the Properties prior to the Effective Date.

Expansion
or Modification means (i) a material increase in mining or production
capacity; (ii) a material change in the recovery process; or (iii) a material
change in waste or tailings disposal methods. An increase or change shall be
deemed material if it is anticipated to cost more than thirty percent (30%) of
original capital costs attributable to the Development of the mining or
production capacity, recovery process or waste or tailings disposal facility to
be expanded or modified.

Exploration
means all activities directed toward ascertaining the existence, location,
quantity, quality or commercial value of deposits of Products, including but not
limited to additional drilling required after discovery of potentially
commercial mineralization, and including related Environmental Compliance.

Feasibility
Contractors means one or more engineering firms approved by the Management
Committee for purposes of preparing or auditing any Pre-Feasibility Study or
Feasibility Study.

Feasibility
Study means a report to be prepared following selection by the Management
Committee of one or more Approved Alternatives. The Feasibility Study shall
include a review of information presented in any Pre-Feasibility Studies
concerning the Approved Alternative(s). The Feasibility Study shall be in a form
and of a scope generally acceptable to reputable financial institutions that
provide financing to the mining industry.

C-3

---

Governmental
Fees means all location fees, mining claim rental fees, mining claim
maintenance payments and similar payments required by Law to locate and hold
unpatented mining claims.

Initial
Contribution means that contribution each Participant has made or agrees to
make pursuant to Section 5.1 of the Agreement.

Law
or Laws means all applicable federal, state and local laws (statutory
or common), rules, ordinances, regulations, grants, concessions, franchises,
licenses, orders, directives, judgments, decrees, and other governmental
restrictions, including permits and other similar requirements, whether
legislative, municipal, administrative or judicial in nature.

Management
Committee means the committee established under Article VII of the
Agreement.

Manager
means the Participant appointed under Article VIII of the Agreement to manage
Operations, or any successor Manager.

Miller
Mining Lease means that certain Mining Lease Agreement between Bruce W.
Miller, a single man, and Miranda U.S.A., Inc., a Nevada corporation dated
effective November 23, 2004, a complete copy of which is attached hereto as
Exhibit A Part 1.3. A short form Memorandum of the Miller Mining Lease was
recorded in the official records of Lander County, Nevada on November 29, 2004
as DOC File # 0234736.

Mining
means the mining, extracting, producing, beneficiating, handling, milling or
other processing of Products.

Net
Proceeds Interest means certain amounts calculated as provided in Exhibit
E, which may be payable to a Participant under Subsection 10.5(b)(ii) of the
Agreement.

Net
Smelter Returns Royalty means certain amounts calculated as provided in
Exhibit D, which may be payable to a Participant under Subsection 6.3(b) of the
Agreement.

**Operations**
means the activities carried out under this Agreement.

Participant
means Miranda or BGEI, or any permitted successor or assign of Miranda or BGEI
under the Agreement.

Participant
Information means all information, data, knowledge and know-how, in
whatever form and however communicated (including, without limitation,
Confidential Information but excluding the Existing Data), which, as shown by
written records, was developed, conceived, originated or obtained by a
Participant: (a) prior to entering into this Agreement, or (b) independent of
its performance under the terms of this Agreement.

Participating
Interest means the percentage interest representing the ownership interest
of a Participant in the Assets, and all other rights and obligations arising
under this Agreement, as such interest may from time to time be adjusted
hereunder. Participating Interests shall be calculated to three decimal places
and rounded to two decimal places as follows: Decimals of .005

C-4

---

or more shall be rounded up (e.g., 1.519% rounded to
1.52%); decimals of less than .005 shall be rounded down (e.g., 1.514%
rounded to 1.51%) . The initial Participating Interests of the Participants are
set forth in Section 6.1 of the Agreement.

Payout
means the date on which the Equity Account balance of each of the Participants
has become zero or a negative number, regardless of whether the Equity Account
balance of either or both Participants subsequently becomes a positive number.
If one Participants Equity Account balance becomes zero or a negative number
before the other Participants, Payout shall not occur until the date that the
other Participants Equity Account balance first becomes zero or a negative
number.

Pre-Feasibility
Studies means one or more studies prepared to analyze whether economically
viable Mining Operations may be possible on the Properties, as described in
Section 9.8.

Prime
Rate means the interest rate quoted and published as Prime as published
in The Wall Street Journal, under the heading Money Rate, as the rate
may change from day to day.

**Products**
means all ores, minerals and mineral resources produced from the Properties.

Program
means a description in reasonable detail of Operations to be conducted and
objectives to be accomplished by the Manager for a period determined by the
Management Committee.

**Program
Period** means the time period covered by an adopted Program and Budget.

Project
Financing means any financing approved by the Management Committee and
obtained by the Participants for the purpose of placing a mineral deposit
situated on the Properties into commercial production, but shall not include any
such financing obtained individually by either Participant to finance payment or
performance of its obligations under the Agreement.

Properties
means those interests in real property described in Paragraph 1.1 of Exhibit A
and all other interests in real property within the Area of Interest that are
acquired and held subject to the Agreement.

Qualifying
Expensesmeans costs that are properly chargeable to the Business Account
under Exhibit B and that are incurred by BGEI in conducting Exploration and
Development under this Agreement, provided, however, that payments to be made to
Miranda pursuant to Section 5.4 shall not be Qualifying Expenses. Costs properly
chargeable pursuant to that certain letter agreement dated June 23, 2005 between
Miranda and Barrick in connection with performance of gravity survey for benefit
of the Property, shall also apply as qualifying expenditures under this
Agreement.

Recalculated
Participating Interest means the reduced Participating Interest of a
Participant as recalculated under Sections 9.5, 9.6 or 10.5 of the Agreement.

Reduced
Participant means a Participant whose Participating Interest is reduced
under Sections 9.5 or 10.5 of the Agreement.

C-5

---

Transfer
means, when used as a verb, to sell, grant, assign, create an Encumbrance,
pledge or otherwise convey, or dispose of or commit to do any of the foregoing,
or to arrange for substitute performance by an Affiliate or third party (except
as permitted under Subsection 8.2(j) and Section 8.6 of the Agreement), either
directly or indirectly; and, when used as a noun, means such a sale, grant,
assignment, Encumbrance, pledge or other conveyance or disposition, or such an
arrangement.

C-6

---

|EXHIBIT D                                                  
|-----------------------------------------------------------
|TO                                                         
|EXPLORATION, DEVELOPMENT AND MINE OPERATING
      AGREEMENT
|BY AND BETWEEN                                             
|MIRANDA GOLD CORP.                                         
|MIRANDA U.S.A., INC.                                       
|AND                                                        
|                                                           
|BARRICK GOLD EXPLORATION INC.                              
|                                                           

NET SMELTER RETURN ROYALTY

ARTICLE I ROYALTY

1.1     
Royalty. If a Reduced Participant is deemed to have withdrawn from the
Business as provided in Section 6, and as a result the a Participant (the
Withdrawing Participant) is deemed to have withdrawn from the Business as
provided in that Section, then the Withdrawing Participant shall be paid a
royalty equal to one percent (1%) of Net Smelter Returns on all Products sold by
the other Participant (the Continuing Participant) as provided in Section 6.3.

1.2     
Payment of Net Smelter Return Royalty. Payments of the Net Smelter Return
Royalty shall commence in the calendar quarter following the calendar quarter in
which Net Smelter Returns are first realized, and shall be made forty-five (45)
days following the end of each calendar quarter during which Net Smelter Returns
are realized, and shall be subject to adjustment, if required, at the end of
each calendar year. The recipient of such Net Smelter Return Royalty payments
shall have the right to audit such payments following receipt of each payment by
giving notice to the Continuing Participant and by conducting such audit in
accordance with Section 10.6 of the Agreement. Costs of such an audit shall be
borne by the Withdrawing Participant.

1.3     
Definitions.

(a)      "Net
Smelter Returns" means amounts actually received by the Business from sale of
Products less, but only to the extent actually incurred by the Business:

(1)      sales,
use, gross receipts, severance, ad valorem and other taxes, if any, however
denominated, payable with respect to existence, severance, production, removal,
sale or disposition of Products, but excluding any taxes on net income;

(2)      charges
and costs, if any, for transportation to places where Products are smelted,
refined and sold;

(3)      charges,
costs and penalties, if any, for smelting, refining and marketing.

D-1

---

In the event smelting or refining are carried out in facilities
owned or controlled, in whole or in part, by the Continuing Participant,
charges, costs and penalties with respect to such operations, including
transportation, shall mean reasonable charges, costs and penalties for such
operations but not in excess of the amounts that the Continuing Participant
would have incurred if such operations were carried out at facilities not owned
or controlled by the Continuing Participant then offering comparable custom
services.

(b)     
All other capitalized words and terms used herein have the same meaning as in
the Agreement.

D-2

---

|EXHIBIT E                                                  
|-----------------------------------------------------------
|TO                                                         
|EXPLORATION, DEVELOPMENT AND MINE OPERATING
      AGREEMENT
|BY AND BETWEEN                                             
|MIRANDA GOLD CORP.                                         
|MIRANDA U.S.A., INC.                                       
|AND                                                        
|BARRICK GOLD EXPLORATION INC.                              
|                                                           

NET PROCEEDS CALCULATION

1.1      If
a non-defaulting Participant elects the remedy provided for in Section
10.5(b)(ii), and as a result the a Participant (the Defaulting Participant) is
deemed to have withdrawn from the Business as provided in that Section, then the
Defaulting Participant shall have the right to receive only from one percent
(1%) of Net Proceeds, calculated as provided in this Exhibit E, if any, and not
from any other source, an amount equal to seventy-five percent (75%) of the
defaulting Participants Equity Account balance at the time of such default as
provided in Section 10.5(b)(ii) .

1.2     
Income and Expenses. Net Proceeds shall be calculated by deducting from
the Gross Revenue (as defined below) realized (or deemed to be realized), such
costs and expenses attributable to Exploration, Development, Mining, the
marketing of Products and other Operations as would be deductible under
generally accepted accounting principles and practices consistently applied,
including without limitation:

(a)      All
costs and expenses of replacing, expanding, modifying, altering or changing from
time to time the Mining facilities. Costs and expenses of improvements (such as
haulage ways or mill facilities) that are also used in connection with workings
other than the Properties shall be charged to the Properties only in the
proportion that their use in connection with the Properties bears to their total
use;

(b)      Ad
valorem real property and unsecured personal property taxes, and all taxes,
other than income taxes, applicable to Mining of the Properties, including
without limitation all state mining taxes, sales taxes, severance taxes, license
fees and governmental levies of a similar nature;

(c)      Allowance
for overhead in accordance with Paragraph 2.13 of Exhibit B;

(d)      All
expenses incurred relative to the sale of Products, including an allowance for
commissions at rates which are normal and customary in the industry;

(e)      All
amounts payable to the remaining Participant during Mining pursuant to any
applicable operating or similar agreement in force with respect thereto;

(f)      The
actual cost of investment under the Agreement prior to beginning of Mining,
which shall include all expenditures for Exploration and Development of the
Properties

E-1

---

incurred by the non-defaulting Participant both prior and
subsequent to the defaulting Participant acquiring a Net Proceeds interest;

(g)     
Interest on monies borrowed or advanced for costs and expenses, but in no event
in excess of the maximum permitted by law;

(h)      An
allowance for reasonable working capital and inventory;

(i)     
Costs of funding the Environmental Compliance Fund as provided in Paragraph 2.14
of Exhibit B;

(j)      Actual
costs of Operations; and

(k)      Rental,
royalty, production, and purchase payments.

For
purposes hereof, the term Gross Revenue shall mean the sum of (i) gross
receipts from sale of Products, less any charges for sampling, assaying, or
penalties; (ii) gross receipts from the sale or other disposition of Assets;
(iii) insurance proceeds; (iv) compensation for expropriation of Assets; and (v)
judgment proceeds. Gross receipts for sale of Products shall be determined by
multiplying the quantity of Products sold by the spot prices for Products as
quoted by the New York Commodity Exchange (COMEX), or if the COMEX does not or
ceases to quote a price for the Products sold, another reputable commodity
exchange reasonably acceptable to the Participants, on the date of a sale of
Products.

It
is intended that the remaining Participant shall recoup from Gross Revenue all
of its on-going contributions for Exploration, Development, Mining, Expansion
and Modification and marketing Products before any Net Proceeds are distributed
to any person holding a Net Proceeds interest. No deduction shall be made for
income taxes, depreciation, amortization or depletion. If in any year after the
beginning of Mining of the Properties an operating loss relative thereto is
incurred, the amount thereof shall be considered as and be included with
outstanding costs and expenses and carried forward in determining Net Proceeds
for subsequent periods.

1.3     
Payment of Net Proceeds. Payments of Net Proceeds shall commence in the
calendar quarter following the calendar quarter in which Net Proceeds are first
realized, and shall be made forty-five (45) days following the end of each
calendar quarter during which Net Proceeds are realized, and shall be subject to
adjustment, if required, at the end of each calendar year. The recipient of such
Net Proceeds payments shall have the right to audit such payments following
receipt of each payment by giving notice to the remaining Participant and by
conducting such audit in accordance with Section 10.6 of the Agreement. Costs of
such an audit shall be borne by the holder of the Net Proceeds interest
described herein.

1.4     
Definitions. All capitalized words and terms used herein have the same
meaning as in the Agreement.

E-2

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|EXHIBIT F                                                  
|-----------------------------------------------------------
|TO                                                         
|EXPLORATION, DEVELOPMENT AND MINE OPERATING
      AGREEMENT
|BY AND BETWEEN                                             
|MIRANDA GOLD CORP.                                         
|MIRANDA U.S.A., INC.                                       
|AND                                                        
|                                                           
|BARRICK GOLD EXPLORATION INC.                              
|                                                           

INSURANCE

The
Manager shall, at all times while conducting Operations, comply fully with the
applicable workers compensation laws and purchase, or provide protection for
the Participants comparable to that provided under standard form insurance
policies for the following risk categories: (i) comprehensive public liability
and property damage with combined limits of not less than Five Million Dollars
($5,000,000) for bodily injury and property damage; (ii) automobile insurance
with combined limits of not less than Five Million Dollars ($5,000,000); and
(iii) adequate and reasonable insurance against risk of fire and other risks
ordinarily insured against in similar operations. If the Manager elects to
self-insure, it shall charge to the Business Account an amount equal to the
premium it would have paid had it secured and maintained a policy or policies of
insurance on a competitive bid basis in the amount of such coverage. Each
Participant shall self-insure or purchase for its own account such additional
insurance as it deems necessary.

F-1

---

|EXHIBIT G                                                  
|-----------------------------------------------------------
|TO                                                         
|EXPLORATION, DEVELOPMENT AND MINE OPERATING
      AGREEMENT
|BY AND BETWEEN                                             
|MIRANDA GOLD CORP.                                         
|MIRANDA U.S.A., INC.                                       
|AND                                                        
|                                                           
|BARRICK GOLD EXPLORATION INC.                              
|                                                           

PREEMPTIVE RIGHTS

1.1     
Preemptive Rights. If either Participant intends to Transfer or receives
an offer to Transfer all or any part of its Participating Interest, or an
Affiliate of either Participant intends to Transfer or receives an offer to
Transfer Control of such Participant (Transferring Entity), such Participant
shall promptly notify the other Participant of such situation. The notice shall
state the price and all other pertinent terms and conditions of the intended
Transfer, and shall be accompanied by a copy of the offer or the contract for
sale. If the consideration for the intended 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 nonmonetary
consideration and stated in terms of cash or currency). The other Participant
shall have thirty (30) days from the date such notice is delivered to notify the
Transferring Entity (and the Participant if its Affiliate is the Transferring
Entity) whether it elects to acquire the offered interest at the same price (or
its monetary equivalent in cash or currency) and on the same terms and
conditions as set forth in the notice. If it does so elect, the acquisition by
the other Participant shall be consummated promptly after notice of such
election is delivered.

(a)     
If the other Participant fails to so elect within the period provided for above,
the Transferring Entity shall have one hundred and twenty (120) days following
the expiration of such period to consummate the Transfer to a third party at a
price and on terms no less favorable to the Transferring Entity than those
offered by the Transferring Entity to the other Participant in the
aforementioned notice.

(b)     
If the Transferring Entity fails to consummate the Transfer to a third party
within the period set forth above, the preemptive right of the other Participant
in such offered interest shall be deemed to be revived. Any subsequent proposal
to Transfer such interest shall be conducted in accordance with all of the
procedures set forth in this Paragraph.

1.2     
Exceptions to Preemptive Right. Paragraph 1.1 above shall not apply to
the following:

(a)      The
Transfer by either Participant of all or any part of its Participating Interest
to an Affiliate.

(b)     
Incorporation of either Participant, or corporate consolidation or
reorganization of either Participant by which the surviving entity shall possess
substantially all of

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the stock or all of the property rights and interests, and be
subject to substantially all of the liabilities and obligations of that
Participant.

(c)     
Corporate merger or amalgamation involving either Participant by which the
surviving entity or amalgamated company shall possess all of the stock or all of
the property rights and interests, and be subject to substantially all of the
liabilities and obligations of that Participant;

(d)      The
transfer of Control of either Participant by an Affiliate to such Participant or
to another Affiliate.

(e)      Subject
to Subsection 16.2(g) of the Agreement, the grant by either Participant of a
security interest in its Participating Interest by Encumbrance.

(f)     
The creation by any Affiliate of either Participant of an Encumbrance affecting
its Control of such Participant.

(g)      A
sale or other commitment or disposition of Products or proceeds from sale of
Products by either Participant upon distribution to it pursuant to Article XI of
the Agreement.

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