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EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE(COAL
CANYON PROJECT)

THIS
EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE (COAL CANYON PROJECT) is
made this _____ day of April, 2005 by and between MIRANDA U.S.A., INC., a Nevada
corporation (Miranda); and GOLDEN ARIA CORP., a Nevada corporation (Golden
Aria).

RECITALS

A.      On
May 27, 2004 Mirandas predecessor, Miranda U.S.A., Inc., a Wyoming corporation
(Miranda Wyoming) entered into a Mining Lease with Nevada North Resources
(U.S.A.), Inc. affecting the Coal Canyon Project situated in Eureka County,
Nevada (the Nevada North Lease). A copy of the Nevada North Lease and attached
claim description is attached hereto as Exhibit A. On October 7, 2004 Nevada
North Resources (U.S.A.), Inc., Miranda Wyoming, and Miranda entered into a
Novation Agreement of Mining Lease, whereby Miranda was substituted for
Miranda Wyoming under the Nevada North Lease.

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

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B.     
The parties now desire to enter into an Agreement by which Golden Aria can
acquire an undivided sixty percent (60%) interest in the Property. The Agreement
will govern the actions of Golden Aria and Miranda during Golden Arias earn-in
period, and set forth essential terms of a Joint Venture Agreement for further
development of the Property.

THEREFORE,
the parties have agreed as follows:

SECTION ONE

Terms and Definitions

1.1      Affiliate
means any person, partnership, joint venture, corporation or other form of
enterprise which directly or indirectly controls, is controlled by, or is under
common control with, a Party. For purposes of the preceding sentence, control
means possession, directly or indirectly, of the power to direct or cause
direction of management and policies through ownership of voting securities,
contract, voting trust or otherwise.

1.2      Area
of Interest shall mean the area shown on Exhibit A attached hereto.

1.3     
Agreement means this Agreement, which sets forth the business arrangement
between the Parties during the option period described in Section 3 below.

1.4     
Assets means the Property, products, and all other real and personal
property, tangible and intangible, held for the Parties hereunder.

1.5     
Bankable Feasibility Study means a detailed report prepared or verified
by a independent firm of consultants demonstrating the feasibility of placing
the Property into

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commercial production. The study shall be in such form and
include such details as is customarily required by institutional lenders of
major financing for mining projects.

1.6     
Budget means a detailed estimate of all costs to be issued by the Parties
with respect to a Program and a schedule of cash advances to be made by the
Parties.

1.7     
Costsmeans all expenditures whatsoever, direct or indirect, with respect
to Operations incurred by the Operator after the Participation Date, including
the Operator's fee contemplated by Section 5.1(a) .

1.8     
Earn-In Obligation means the minimum amount Golden Aria must expend
pursuant to Sections 3.2, 3.3, 3.4, and 3.5 below in order to acquire a 60%
Participating Interest in the Property.

1.9      Exploration
means all activities directed toward or incident to ascertaining the existence,
location, quantity, quality, or commercial value of deposits of Products
including without limitation those activities included in Section 1.10,
Exploration Expenditures.

1.10     Exploration
Expenditures shall mean all costs properly incurred for the benefit of the
Property pursuant to Programs and Budgets approved pursuant to this Agreement,
recorded in accordance with generally accepted accounting principles
consistently applied. Exploration Expenditures shall include the following:

> Actual salaries, benefit costs, and wages of employees
>       or contractors of the Operator directly assigned to and actually performing
>       Exploration and related activities within or benefiting the Property. Employees
>       and contractors shall include geologists, geophysicists, engineers, engineering

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> assistants, technicians, draftsmen, engineering clerks,
>       and other personnel performing services connected with Exploration of the
>       Property; actual costs and expenses of use of machinery, equipment and supplies
>       required for such activities; travel expenses and transportation of employees,
>       contractors, materials, equipment and supplies necessary or convenient for
>       the conduct of such activities; all payments to contractors for work on
>       such activities; costs of assays, metallurgical testing and analysis and
>       other costs incurred to determine the quantity and quality of Products including
>       preparation of feasibility studies; costs incurred to obtain permits, rights-of-way
>       and other similar rights in connection with such activities; costs incurred
>       in preparation and acquisition of environmental permits necessary to commence
>       and complete such activities; costs and expenses of holding and maintaining
>       the Property, such costs and expenses to include performing, completing
>       and filing all annual assessment work to maintain the Property in good standing
>       and the payment of U.S. Bureau of Land Management claim maintenance fees,
>       all taxes levied against the Property or any interest in the Property, the
>       cost of insurance premiums or bonds, costs of title search and remediation
>       and curative work; claim maintenance in order to comply with state or federal
>       regulatory requirements; costs of staking and recording additional claims
>       or other rights within the Area of Interest; and any and all capital items
>       acquired for the Exploration of the Property; and a management fee based
>       on the foregoing charges and expenditures of ten percent (10%) to cover
>       head office overhead, general and administration expenses.

1.11     
Interest shall have the same meaning as 1.18, Participating
Interest.

1.12     
Joint Venture Agreement shall refer to the business arrangement between
the Parties after formation of a Joint Venture pursuant to Section 4.1
below.

1.13      Management
Committeemeans the committee established under Section 4.2.

1.14     
Net Proceeds means certain amounts calculated as provided in Exhibit B,
which may be payable to a party under Section 7.1(b) .

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1.15     
Net Smelter Returns means certain amounts calculated as provided in
Exhibit C, which may be payable to a Party under Section 6.3(c) .

1.16     
Operations means the activities carried out under this Agreement.

1.17     
Operator means the person or entity appointed under Sections 3.3 and 5.1,
to manage Operations, or any successor Operator, as provided for by this
Agreement.

1.18      Participation
Date means the date of the formation of a Joint Venture hereunder as
provided in Section 4.3.

1.19     
Participating Interest means the percentage interest representing the
operating ownership interest of a Party in 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 (e.g., 1.519% rounded to 1.52%) .
Decimals of .005 or more shall be rounded up to .01, decimals of less than .005
shall be rounded down. The initial Participating Interests of the Parties are
set forth in Section 4.1.

1.20      Party
shall refer to Golden Aria or Miranda individually, and Parties shall
refer to Golden Aria and Miranda collectively.

1.21     
Prime Ratemeans the interest rate quoted as Prime by the Bank
of America, at its head office, as said rate may change from day to day (which
quoted rate may not be the lowest rate at which the Bank loans funds).

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1.22      Products
means all ores, minerals, and mineral resources produced from the Property under
this Agreement.

1.23     
Program means a description in reasonable detail of Operations to be
conducted by the Operator on or for the benefit of the Property pursuant to this
Agreement.

1.24     
Property means Mirandas leasehold interests in the Nevada North Lease,
as described in Recital A and Exhibit A of this Agreement, and all other rights
or interests in real property (including royalty interests) within the Area of
Interest that may be acquired and held pursuant to the Agreement.

1.25     
Supplementary Program means a Program proposed by the Operator after the
approval of a then current Program which contemplates additional exploration
activity or changes to the construction or production concepts or methods
contained in, or the assets to be acquired under, the then current Program,
which shall also include a supplementary budget relating thereto, which budget
shall reflect only the additional or reduced costs associated with the
additional or changed work contemplated by the Supplementary Program.

1.26      Venture
  means the business arrangement of the Parties under the Joint Venture Agreement.

1.27      $
refers to United States dollars.

SECTION TWO

Representations And Warranties

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2.1      Mirandas
Warranties. Miranda hereby represents and warrants that, as of the date of
the execution of the Agreement:

a.      Miranda
is a corporation in good standing under the laws of the State of Nevada and has
the right to enter into this Agreement, and the performance of its obligations
hereunder shall not be in breach of, or in conflict with any agreements or
undertakings between it and any governmental authority in the United States, or
any other Parties.

b.      To
the best of Mirandas knowledge, the Property is free and clear of all liens and
encumbrances, recorded or unrecorded, except for the Nevada North Lease
described in Recital A and Exhibit A attached hereto.

c.      Miranda
is not aware of any pending or threatened claims, liens, or litigation by any
person or entity with respect to the Property.

d.      To
the best of Mirandas knowledge and belief (1) the mining claims that comprise
the Property have been properly located and maintained in accordance with State
and Federal mining laws; (2) Miranda has paid the federal rental fees for the
2004-2005 assessment year and made all necessary filings with Eureka County in
order to maintain the claims in good standing; and (3) the claims are presently
valid and in good standing. Miranda makes no warranty regarding the presence of
valuable minerals on the claims.

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e.     
Miranda is not aware of any environmental liability or reclamation obligations
affecting the Property, or of any judicial or administrative order or action
requiring remedial action with respect to the Property.

f.      Miranda
has the right to enter into this Agreement, and the unrestricted right to assign
an undivided 60% interest to Golden Aria, and the entering into and execution of
this Agreement has been duly authorized by all necessary corporate proceedings
of Miranda.

2.2      Golden
Arias Warranties. Golden Aria hereby represents and warrants that, as of
the date of the execution of the Agreement:

a.      Golden
Aria is a corporation in good standing under the laws of the State of Nevada and
has the right to enter into this Agreement, and the performance of its
obligations hereunder shall not be in breach of, or in conflict with any
agreements or undertakings between it and any governmental authority in the
United States, or any other party.

b.      The
entering into and execution of this Agreement has been duly authorized by all
necessary corporate proceedings of Golden Aria.

SECTION THREE

Option to Acquire Interest in Property

3.1      Scope
of Section 3. The terms of Section 3 set forth the relationship between
Golden Aria and Miranda during the earn-in period.

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3.2      Right
to Earn Interest. Miranda hereby grants to Golden Aria the exclusive right
and option to acquire an undivided sixty percent (60%) Interest in the Property
on the terms and conditions set forth below in this Section 3, or to acquire an
additional 10% interest for a total undivided 70% interest on the terms and
conditions set forth in Section 4.

3.3     
Expenditures. Golden Aria may acquire its undivided 60% Interest in the
Property by expending a cumulative total of ONE MILLION DOLLARS ($1,000,000.00)
in Exploration Expenditures on the Property within a period of four years from
the effective date of this Agreement. The first year of this Agreement shall
commence on its execution and end on December 31, 2005. Thereafter, the second
through fourth years of the Agreement shall correspond to calendar years. The
minimum Exploration Expenditures for each year shall be as follows:

Exploration
    Cumulative ExplorationExpenditures
    ExpendituresBy December 31, 2005
    $50,000.00
    $50,000.00By December 31, 2006
    $100,000.00
    $150,000.00By December 31, 2007
    $300,000.00
    $450,000.00By December 31, 2008
    $550,000.00
    $1,000,000.00Total:
    $1,000,000.00


Golden
Aria must fulfill the first years Exploration Expenditures obligation.
Thereafter, Golden Aria may terminate this Agreement at any time by giving
written notice to Miranda. If Golden Aria terminates after June 1 of any year,
Golden Aria shall pay the federal maintenance fees due in August of that year.
Any excess of Exploration

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Expenditures in one year may be applied to subsequent
years.

If
Golden Aria does not complete its required Exploration Expenditures on the
Property by December 31, 2008, this Agreement shall automatically terminate.

3.4      Cash
Payments. In addition to the Expenditures set forth in Section 3.3 above,
Golden Aria shall make the following cash payments to Miranda in order to
maintain the option in good standing:

a.      Golden
Aria shall pay the sum of FIFTEEN THOUSAND DOLLARS ($15,000.00) to Miranda
within ten (10) days following execution of this Agreement by both parties.

b.      Thereafter,
Golden Aria shall make the following payments to Miranda in order to maintain
the option in good standing for an additional period of one year:

Anniversary of Agreement
    Cash PaymentMarch 25, 2006
    $25,000.00March 25, 2007
    $25,000.00March 25, 2008
    $35,000.00March 25, 2009
    $100,000.00


3.5      Assumption
of Lease Obligations. Golden Aria agrees to assume and discharge all

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obligations set forth in the Nevada North Lease, including, but
not limited to, payment of the following advanced minimum royalties to Nevada
North Resources:

Date of Payment
    Amount of PaymentMay 27, 2005
    $6,250.00May 27, 2006
    $6,250.00May 27, 2007
    $10,000.00May 27, 2008
    $10,000.00


3.6     
Stock Distribution. Upon execution of this Agreement, Golden Aria shall
deliver TWO HUNDRED FIFTY THOUSAND (250,000 shares) of its common stock to
Miranda. These shares will be issued under the rules and provisions of Rule 144
and are therefore restricted. As of the date of this agreement, Golden Aria is a
private company and no market exists for these shares.

3.7      Operator
during Earn-In. Golden Aria shall be Operator during the earn-in period,
with full control, authority, and responsibility for all Operations to be
conducted on the Property. Golden Aria shall conduct all Operations hereunder in
a proper and workmanlike manner, in full compliance with all applicable laws and
regulations, and subject always to the terms and conditions of this Agreement.
Golden Aria shall defend, indemnify, and hold Miranda harmless from all claims
and liabilities, including

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environmental liabilities and/or reclamation obligations,
resulting from its activities during the earn-in period, which responsibility
shall survive termination of this Agreement.

It
is expressly understood and agreed that Miranda shall remain solely responsible
for any environmental liability and/or reclamation obligations resulting from
Mirandas activities on the Property prior to execution of this Agreement.

Golden
Aria and Miranda will meet on or before the end of February of each year to
discuss prior year exploration results and develop exploration plans for the
following year. Subject to the rights and obligations of this Agreement, Golden
Aria shall have final decision authority regarding the Exploration work to be
conducted during the earn-in period.

3.8     
Claim Maintenance. Golden Aria shall maintain the Property in good
standing, including payments, filings, and any other actions necessary to
maintain the mining claims in good standing. On or before June 1 of each year
Golden Aria shall pay federal claim maintenance fees or perform annual
assessment work, as required by the laws of the United States. On or before June
1 of each year, Golden Aria shall file an Affidavit and Notice of Intent to Hold
or Affidavit or Annual Assessment Work in Eureka County, as required by State
law. Golden Aria shall provide Miranda with evidence of these filings
immediately after payment and recording.

3.9     
Reports and Inspections. Golden Aria will provide Miranda with monthly
progress reports (required only during months of active exploration) that
include assay

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results from sampling and drilling. By February 15 of each
year, Golden Aria shall provide Miranda with reports describing its Exploration
Expenditures and the data and information obtained from its Operations on the
Property during the preceding year. All such information shall be kept
confidential by Miranda, except as to those matters strictly required to be
disclosed by regulatory agencies. Miranda shall, upon prior notice, have access,
at its sole risk and expense, to the Property or other lands for the purpose of
viewing the work conducted thereon and shall also have reasonable access to all
records, including accounting records, of Golden Aria respecting Exploration
work carried out on the Property. However, such access shall not unduly
interfere with or disrupt the activities of Golden Aria. The Parties shall
approve in writing, prior to release, all public announcements, or press
releases, and/or disclosures to third parties, to be issued by either Party
regarding the Agreement and all matters related thereto. This limitation on
disclosure shall not apply to the Affiliate(s) of any Party. Approval by either
Party shall not be unreasonably withheld; if a party does not respond to a
request for approval within two business days after receipt, the press release
shall be deemed to be approved.

3.10      Liens
and Insurance. Golden Aria shall keep the Property free and clear of all
liens and encumbrances resulting from its activities, and shall maintain
comprehensive general liability and automobile insurance with a minimum of
$2,000,000.00 in coverage protecting the Parties to this Agreement from third
party claims. Golden Aria shall also maintain workers compensation insurance in
compliance with the

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laws of the State of Nevada. Golden Aria shall provide evidence
of insurance coverage to Miranda.

3.11      Assignment
and First Right of Refusal. No Party shall sell, assign, or transfer its
interest in the Property or any other Assets before or after the Participation
Date, except to an Affiliate without first having offered same to the other
Party in writing on the same or more favorable terms. If the non-transferring
Party declines to elect to acquire the offering Party's interest or right within
30 days of receipt of its offer, the offering Party shall then have the right to
transfer its interest or right without further restriction on the same terms as
offered to the other Party hereunder or less favorable terms within sixty (60)
days following such declination, failing which the terms of this clause shall
again come into effect with respect to the offering Party's interest hereunder.
Any sale or assignment shall be made subject to the rights and obligations
created by this Agreement (or the Joint Venture Agreement, as the case may be),
including those with regard to assignment.

3.12     
Property Acquisitions.

a.      Any
interest or right to acquire any interest in real property (including royalty
interests) within the Area of Interest acquired during the term of this
Agreement or of the Joint Venture Agreement (during or following Golden Aria
earn-in period) by or on behalf of either Party, or any Affiliate, shall be
subject to the right of the other Party to make such acquired interests or
rights subject to this Agreement or the Joint Venture

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Agreement, as the case may be, within a thirty (30) day
election notice provision. The election by such other Party shall be subject to
payment by such Party of a portion of the acquisition costs in proportion to its
Participating Interest (except to the extent such acquisition costs, if incurred
by Golden Aria, are included as part of Golden Aria Earn-In Obligation). Any
interest or right acquired by the Operator within the Area of Interest pursuant
to an approved Program and Budget shall automatically become subject to the
Joint Venture Agreement.

b.      If
any Property or rights are abandoned by the Parties, any re-acquisition of such
abandoned Property or rights shall be subject to the provision of Section
3.12(a)

c.      The
rights and obligations of the Parties under this Section 3.12 shall terminate
upon termination of this Agreement. However, if Golden Aria terminates the
Agreement through election or default prior to fulfilling its Earn-In
Obligation, Golden Aria or any Affiliate of Golden Aria shall not acquire any
interest or rights within the Area of Interest for a period of one (1) year from
the date of Golden Aria termination.

3.13      Default.
If either Party defaults in performing its obligations under this Agreement, the
non-defaulting Party may give written notice to the defaulting Party specifying
the nature of the default. The defaulting Party shall have fifteen (15) days
from the date of receipt to remedy any default in payment, and thirty (30) days
from the time of

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notification as noted in Section 8.5, to remedy any other
default under this Agreement. If the defaulting Party fails to remedy the
default within the specified period, the non-defaulting Party may terminate this
Agreement by written notice, which remedy shall be in addition to all other
remedies allowed by law and equity.

SECTION FOUR

Joint Venture

4.1     
Scope of Sections 4 through 7. The provisions of this Section 4 and
Sections 5 through 7 which follow shall govern the relationship between Miranda
and Golden Aria during the formation and conduct of their Joint Venture
following Golden Arias earn-in.

4.2      Option
for Additional Earn-In. If Golden Aria maintains the option in good standing
and satisfies the Earn-In obligations described in Sections 3.3, 3.4, 3.5, and
3.6 above (the Phase 1 Earn-In), it shall have earned a sixty percent (60%)
interest and shall give written notice to Miranda substantiating its
expenditures.

Golden
Aria will have the right, but not the obligation, to earn an additional ten
percent (10%) interest in the Coal Canyon Project by paying all expenditures
associated with preparation of a Bankable Feasibility Study for the Project. If
Golden Aria chooses to earn this additional interest, the Bankable Feasibility
Study must be completed within (36 months) of completing the Phase 1 Earn-In.
Completion of the Bankable Feasibility Study shall be referred to as the Phase
2 Earn-In.

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4.3      Formation
of Joint Venture. Upon completion of the Phase 1 Earn-In (if Golden Aria
chooses not to proceed to the Phase 2 Earn-In), or upon completion of Phase 2
Earn-In, as the case may be, Miranda and Golden Aria will form a Joint Venture
in accordance with Sections 4 through 7 and, to the extent applicable, Section 8
below, and in the general format of Form 5A (Form 5A) prepared by the Rocky
Mountain Mineral Law Foundation. The Parties may mutually agree to use Form
5A-LLC in place of Form 5A, and all references in this Agreement to Form 5A
shall then refer to Form 5A-LLC. The Participating Interest of Miranda shall be
40% (or 30% in the event of Phase 2 Earn-In) and the Participating Interest of
Golden Aria shall be 60% (or 70% in the event of Phase 2 Earn-In.). The date of
formation of the Joint Venture is referred to as the Participation
Date. The Parties will negotiate in good faith to execute the Joint Venture
Agreement within 90 days of notice given by Golden Aria pursuant to this Section
4.1. Miranda shall simultaneously convey the Property to the Joint Venture. In
the event of any inconsistency between Sections 4 through 8 below and Form 5A,
the provisions of this Agreement shall control. Golden Aria may make such
expenditures as are necessary to maintain the Property and comply with laws and
regulations pending execution of the Joint Venture Agreement, which expenditures
shall be shared by the Parties in accordance with their Participating
Interests.

Upon
completion of the Phase 1 Earn-In Obligation, Golden Aria shall have a vested
right to a 60% ownership interest in the Property irrespective of any delay in

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execution of the Joint Venture Agreement, or to a 70% interest
if a Phase 2 Earn-In, as the case may be.

4.4      Management
Committee. Following formation of the Joint Venture pursuant to Section 4.1
above, Golden Aria and Miranda shall jointly participate in exploring and
developing the Property, with each providing its share of costs and each sharing
in production in accordance with their respective Participating Interests.

A
Management Committee consisting of one representative of each Party shall be
established and shall be responsible for approving Programs and Budgets, and for
determining the general policies and direction to be adopted by the Operator in
the conduct of the Operations under this Agreement.

4.5      Meetings
and Decisions. The Management Committee shall meet at least once annually
and otherwise on ten (10) days written notice given by either Party. Such
notices shall be accompanied by an agenda of matters to be discussed and/or
decided at the meeting. Other than as provided in this Section 4.5 and subject
to Section 6.4(c) below, all decisions of the Management Committee shall be by
majority vote. Each Party's representative shall be entitled to a vote equal to
the Participating Interest such Party holds. In the event of a deadlocked vote
the Operator shall have the deciding vote, except that the following decisions
shall require the unanimous approval of the Management Committee: (a)
acquisition or disposition of Property; (b) conduct of business other than for
exploration, development or mining of the Property; (c) borrowing or entering
into any

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form of credit arrangement which involves the pledge of all or
part of any Partys Participating Interest; (d) any subsequent changes in the
definition of the authority and responsibilities of the Operator; (e) approval
of any subsequent revisions in the accounting procedures as adopted by the
Venture; (f) except as set forth in Section 6.4(c), material changes to approved
Programs and Budgets that would require a call for a cash contribution from the
Parties not previously approved as part of a Program and Budget; and (g) whether
to establish a tax partnership for federal income tax purposes; (h) suspension
or reduction in the annual minimum work commitment.

SECTION FIVE

Operator

5.1     
Designation of Operator.

a.      Golden
Aria shall be the initial Operator for the joint Venture. The Operator shall
have exclusive charge of all Operations hereunder and shall conduct such
operations in accordance with approved Programs established by the Management
Committee. The Operator shall be entitled to charge and receive from the joint
Venture Parties, for the Operator's costs of supervision in carrying out each
Program where such Program consists primarily of Exploration, 10% on all work
incurred by the Operator. Where the Program relates to development and
construction and/or operation of a mine, the Operator shall be entitled to
charge its actual costs of supervision and administration in

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carrying out a Program hereunder, such that the Operator
neither makes a profit nor incurs a loss as a result of acting as the
Operator.

b.      The
non-Operator may, upon thirty (30) days prior written notice, elect to replace
the Operator upon the Participating Interest of the Operator becoming less than
50%; provided, however, that the non-Operator has, at such time, at least a 50%
Participating Interest. Where the Operator is replaced by the non-Operator, the
Operator shall provide to the non-Operator, within the above thirty (30) day
notice period, all exploration data, drill core, geochemical samples and related
records.

c.      Operator
may at any time resign as Operator upon thirty (30) days notice, at which time
the non-Operator with the greatest Participating Interest may elect to become
the new Operator, failing which the Management Committee shall meet to select a
new Operator.

5.2      Operators
Duties.

a.      The
Operator shall conduct all Operations in a good workmanlike and efficient
manner, in accordance with sound mining and other applicable industry standards
and practices, but in no event shall the Operator be liable to the non-Operator
for any act or omission resulting in damage or loss or for bearing the
non-Operator's share of the costs thereof except to the extent caused by or
attributable to the Manager's willful misconduct or gross negligence.

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b.     
The Operator shall prepare and submit reports on a monthly basis to the
non-Operator respecting results obtained from the implementation of a Program.
The Operator shall submit an annual report to the non-Operator on or before
February 15 of each year describing its expenditures and the geologic data
obtained from its Operations on the Property during the preceding calendar year.
The non-Operator shall, upon prior notice, have access at its sole risk and
expense to the Property for the purpose of viewing the work conducted thereon
and shall also have access to all records of the Operator respecting Exploration
and development work carried out on the Property, provided, however, that such
access shall not unduly interfere with or disrupt the activities of the
Operator. The Parties shall approve in writing, prior to release, all public
announcements, press releases and/or disclosures to third parties, to be made by
either Party regarding the Agreement and all matters related thereto. Approval
by either Party shall not be unreasonably withheld.

c.      During
the currency of this Agreement, the Operator shall, subject to Section 5.2(d)
below, keep the Property in good standing, free and clear of all liens and
encumbrances resulting from its activities, and shall maintain adequate
insurance coverage protecting the Parties to this Agreement from third party
claims.

d.      Should
the Operator recommend that any of the mining claims comprising the Property be
dropped, it shall give the non-Operator thirty (30) days notice and the
non-Operator may elect to have such claims transferred to it. If the
non-Operator

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fails to respond to the Operator's notice within thirty (30)
days then the Operator may drop such claims and such claims shall thereupon
cease to be part of the Property.

5.3     
Indemnification. Each Party shall indemnify and save the Operator
harmless from and against any action, claim, demand, damage or expense
(including, without limiting the generality of the foregoing, all legal fees and
disbursements) resulting from any acts or omission of the Operator or its
officers, employees or agents, except to the extent caused by or attributable to
the Operator's willful misconduct or gross negligence.

The
obligation of each of the Parties to indemnify and save the Operator harmless
pursuant to Section 5.3 shall be in proportion to its Interest as of the date
that the action, cause of action, claim, demand, damage or expense occurred or
arose.

SECTION SIX

Programs and Budgets.

6.1      Programs
by Operator. The Operator shall propose Programs and Budgets to the
Management Committee at least annually for periods determined necessary or
appropriate by the Operator. Programs and Budgets for Exploration or mining
Operations shall not exceed one year without unanimous approval of the
Participants. The Management Committee will vote upon the proposed work plan and
budget within 30 days after delivery by the Operator. Each Party shall give
notice to the Operator within 30 days after a Program and Budget is approved by
the Management Committee, whether it will

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fund its share of expenditures in respect of such Program and
Budget. Each Party who elects to fund its share shall be obligated to do so.

6.2      Programs
by Non-Operator. If the Operator (including any replacement Operator who has
become the Operator pursuant to this Section 6.2) does not propose a Program and
Budget requiring a total annual expenditure of $200,000 or more prior to the
beginning of an annual budget period, then, within 30 days after the beginning
of the annual period, the non-Operator may propose a Program and Budget
requiring an annual expenditure of $200,000 or more, and the non-Operator shall
thereupon become the Operator. The former Operator shall be entitled to meet
with the new Operator to discuss the proposed Program and Budget and suggest any
changes it feels are appropriate. The new Operator shall immediately thereafter
finalize the Program and Budget and deliver it to the former Operator, whereupon
it shall be deemed to have been approved by the Management Committee. If the
non-Operator does not present such a proposal within 30 days after the beginning
of the annual period, then the non-Operator will have waived its right to do so
for that annual period.

6.3     
Dilution of Interests.

a.      When
Golden Aria has completed the Phase 1 Earn-In Obligation, Golden Arias initial
investment base in the Venture for dilution purposes shall be $1,000,000.00 and
Mirandas initial investment base shall deemed to be $666,666.67. Additional
expenditures by each Party shall be added to its investment base. If Golden Aria

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completes the Phase II Earn-In Obligation and earns a 70%
interest in the Property by producing a bankable feasibility study, its initial
investment will be its actual Exploration Expenditures on the Property and
Mirandas deemed initial expenditure will be a sum such that Mirandas interest
in the venture shall be 30%.

b.     
If a Party does not commit to paying its share of any approved Program and
Budget, its Participating Interest shall be diluted by dividing: (1) the sum of
(a) the deemed value of the Partys initial contribution set forth, and (b) the
total of all of the Partys later contributions; by (2) the sum of (a) and (b)
above for all participants and (c) the contributions of the other Party under
the current budget; and then multiplying the result by one hundred. The
Participating Interest of the other Party shall thereupon become the difference
between 100% and the recalculated Participating Interest.

c.      Upon
a Party's Participating Interest having been reduced to 10% pursuant to either
Section 6.3(b) or 7.1(a), its Participating Interest shall be automatically
converted to a royalty on production from the Property equal to one percent
(1.0%) of Net Smelter Returns as described in Exhibit C attached hereto, and the
Party shall have no further interest in the Assets or under this Agreement
except its royalty interest.

d.     
If either Party's Participating Interest is converted under this Section 6.3,
upon the date of such conversion, such Party shall convey and assign to the
other Party all of its rights and interests in the Property, except the royalty
interest described in Section 6.3(c), and the other Party shall become the
beneficial owner of 100% of the Property.

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6.4      Cash
Calls.

a.      The
Operator shall make monthly cash calls in advance based upon expenditure
projections for an approved Program, and each Party shall remit its
proportionate share within ten (10) business days after receipt. However,
following the decision to commence Development or Mining on any of the
Properties, the Operator shall give the non-Operator notice of the time and
amount of the first cash call. The non-Operator shall have a period of four (4)
months in which to obtain financing to satisfy its financial obligations under
the development and mining plan. If, at the end of four months, the non-Operator
has obtained a letter of commitment from a lender or other financial institution
to provide financing for the non-Operators share of expenses, the non-Operator
shall have an additional period of two (2) months in which to secure its
financing and meet its cash call obligation. During this period of four or six
months, the Operator may proceed with development of the Property and advance
the non-Operators share of costs. These advances by the Operator, together with
interest at the rate provided for in the operating agreement, shall become a
lien against the non-Operators share of production. Failure to meet the cash
call at the end of six months will constitute an act of default pursuant to
Section 7.1.

b.      If
actual expenditures for a month exceed the expenditure projection for the month
then the Operator shall provide to each Party a financial accounting of the

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overrun. Upon receipt of such accounting each Party shall remit
to the Operator its share of funds required to fund the overrun, subject to
Section 6.4(c) below.

c.      If
the Operator incurs expenditures under an approved Program that are more the
110% of the approved Budget then, unless the Management Committee unanimously
approved the funding of such excess, those expenditures exceeding 110% of the
relevant approved Budget shall be paid by the Operator and shall not be included
as expenditures for the purpose of calculating Participating Interests. Budget
overruns of 10% or less shall be borne by the Parties in proportion to their
respective Participating Interests as of the time the overrun occurs. However,
in the case of emergency, the Operator may take any reasonable action it deems
necessary to protect life, limb, or property, to protect the Assets of the joint
Venture, or to comply with law or government regulations. The Operator may also
make reasonable expenditures for unexpected events which are beyond its
reasonable control and which do not result from a breach by it of its standard
of care. Costs of emergency actions determined to have been properly incurred
for the protection and benefit of the Venture, shall be funded by the Parties
pro-rata in accordance with their respective Participating Interests at the time
of the emergency action.

d.      The
Operator may propose Supplementary Programs or amendments to the Budget of a
current Program covering portions of any calendar year by presenting such
supplementary Programs or amendments to the Budget of a current Program to the
Management Committee.

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6.5      Audits.
The accounting and financial records of the Operator regarding costs charged for
the account of the Venture shall be subject to audit, following the procedures
regarding audits as generally outlined by Form 5A. Any request for an audit or
audit proceeding shall in no way defer or delay the obligation of the Parties to
contribute their respective pro-rata share of Costs as provided by this
Agreement.

6.6      Venture
Liabilities and Credits. Except as otherwise provided, pursuant to the Joint
Venture Agreement, all costs, expenses and liabilities accruing or resulting
from the conduct of Venture operations shall be Venture liabilities, and all
sales or other dispositions arising out of Venture operations (except for the
taking of production in kind by the Parties) shall constitute credits to the
Venture, to be allocated between the Parties in accordance with their
Participating Interests.

SECTION SEVEN

Default and Dilution

7.1      Default.
Should either Party ( Defaulting Party) fail to provide its share of
funds toward an approved Program, after electing to do so, then the Operator may
thereafter deliver a notice (Default Notice) requesting the immediate
payment of the required funds. If the Defaulting Party fails to remit the
required funds within 15 days of receipt of the Default Notice then:

a.      For
a default relating exclusively to an Exploration Program and Budget, the
non-defaulting Party may pay all or a portion of the defaulted amount and,

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without waiving its other remedies, increase its participating
interest by adding twice the amount it pays of the defaulted amount to its
investment and then recalculating the parties' Participating Interests.

b.      For
a default relating to a Program and Budget covering in whole or in part
development and construction and/or operation of a mine, the defaulting Party
shall be deemed to have withdrawn from the Venture and to have automatically
relinquished its Participating Interest to the non-defaulting Party; provided,
however, that the defaulting Participant shall have the right to receive only
from five percent (5%) of Net Proceeds if any, and not from any other source, an
amount equal to the defaulting Participants aggregate contributions to the
Venture pursuant to Sections 6.3(a) and 6.4 above. The defaulting Party shall
thereafter have no further right, title, or interest in the Assets or under this
Agreement.

7.2      Security.
Each Party's Participating Interest and its interest in Venture Assets,
including the Property, shall be pledged as security for the performance of its
obligations under this Agreement.

7.3      Dilution,
Conversion, and Liability.

a.      Dilution
(or conversion) of a Party's Participating Interest pursuant to Sections 6.3 and
7.1 shall not act so as to relieve that Party from its obligation to indemnify
the Operator under Section 5.3.

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b.     
Any reduction (or conversion) of a Party's Participating Interest under Sections
6.3 or 7.1 shall not relieve such Party of its share of any liability, whether
it accrues before or after such reduction (or conversion), arising out of
Operations conducted prior to such reduction (or conversion). Such Party's share
of such liability shall be equal to its participating Interest at the time such
liability was incurred.

c.      Each
Party acknowledges that the exploration, development, and operation of the
Property involves significant financial risks and that the conveyance and
assignment of one Party's Interest in the Property to the other pursuant to
Sections 6.3 and 7.1 does not constitute a penalty but rather is based on a
genuine assessment of the increased financial risks associated with the other
Party's increased contribution to Costs.

SECTION EIGHT

General Provisions

8.1      Title
Held in Trust. Following earn-in, the Joint Venture shall retain title to
the Property to be held in trust for the Parties in accordance with their
respective Participating Interests.

8.2     
No Partnership. The rights, duties, obligations and liabilities of the
Parties under the joint Venture shall be several and not joint and several, it
being the express purpose and intention of the Parties that their respective
Participating Interests be held as tenants in common. Nothing in this Agreement
shall be construed as creating a partnership

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of any kind or as imposing upon either Party any partnership
duty, obligation or liability to the other.

8.3     
Force Majeure. Neither Party hereto shall be liable to the other Party
and neither Party hereto shall be deemed in default under this Agreement for any
failure or delay to perform any of its covenants and agreements caused or
arising out of any act not within the control of the Party, but excluding lack
of funds. Such acts shall include, without limitation, acts of God, strikes,
lockouts, or other industrial disputes, acts of the public enemy, riots, fire,
storm, flood, explosion, government restriction, failure to obtain any approvals
required from regulatory authorities, including environmental protection
agencies, unavailability of equipment, interference of environmental or native
rights advocacy groups, or other causes whether of the kind enumerated above or
otherwise. Any period for performance affected by such events shall be extended
for a period commensurate with the period of the delay. So far as possible, the
Party affected will take all reasonable steps to remedy the delay caused by the
events referred to above, provided, however, that nothing contained in this
Section shall require any Party to settle any industrial dispute or to test the
constitutionality of any law.

8.4      Other
Activities. Each of the Parties may be engaged on its own behalf and on
behalf of persons other than the Parties in the general mining business outside
of the Area of Interest and each of the Parties hereby consents to such
involvement by the other.

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Each of the Parties shall have the free and unrestricted right
to independently engage in and receive the full benefits of any and all business
endeavors, other than the business endeavors within the boundaries of the Area
of Interest without consulting the other Party or inviting or allowing the other
Party to participate. The legal doctrine of corporate opportunity sometimes
applied to persons occupying a fiduciary status shall not apply in the case of
any endeavor of either Party other than the endeavors within the boundaries of
the Area of Interest. In particular, neither Party shall have any obligation to
the other as to any opportunity to acquire any mining property, interest or
right offered to it other than within the boundaries of the Area of
Interest.

8.5      Communications.
All invoices, payments, notices, consents, demands and other communications
required or permitted (in this Section collectively called
Communications) under this Letter Agreement shall be in writing and may
be delivered personally, sent by telecopier, or sent by overnight courier
service to the address for each Party. Any Communication delivered or sent by
facsimile transmission shall be deemed to be given and received on the business
day next following the date of transmission. Any Communication delivered by
overnight courier service shall be deemed to be given two business days
following the date sent. Communications given by other means shall be deemed to
have been given when actually received. Communications shall be addressed as
follows:

| | TO MIRANDA: | Miranda U.S.A., Inc.        
| | ----------- | ----------------------------
| |             | 1140 Homer Street, Suite 306

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| |                 | Vancouver, British Columbia         
| | --------------- | ------------------------------------
| |                 | Canada V6B 2X6                      
| |                 | Telephone: (604) 689-1659           
| |                 | Telecopier:  (604) 689-1722         
| |                 |                                     
| | WITH A COPY TO: | Miranda U.S.A., Inc.                
| |                 | 5900 Philoree Lane                  
| |                 | Reno, Nevada 89511                  
| |                 | Attention: Ken Cunningham           
| |                 | Telephone: (775) 849-2347           
| |                 | Telecopier:  (775) 849-2336         
| |                 |                                     
| | TO GOLDEN ARIA: | Golden Aria Corp.                   
| |                 | 500  625 Howe Street               
| |                 | Vancouver BC V6C 2T6                
| |                 | Attention: Gerald Carlson, President
| |                 | Telephone: (604) 688-0833           
| |                 | Telecopier:  (604) 688-0835         

Either Party may, by a written Communication to the other
Party, change its address for Communications hereunder.

8.6      Waiver.
No waiver of any breach of this Agreement shall be binding unless evidenced in
writing, executed by the Party against whom the waiver is asserted. Any waiver
shall extend only to the particular breach so waived and shall not limit any
rights with respect to any future breach.

8.7     
Entire Agreement. This Agreement constitutes the entire agreement
between the Parties hereto and supersedes all prior agreements and
understandings between the Parties relating to the subject matter hereof. Any
amendment or variation of this

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Agreement shall only be binding upon a Party if evidenced in
writing, executed by that Party.

8.8     
Time of the Essence. Time is of the essence of this Agreement; provided,
however, that if the Parties set new times for the performance of any of their
obligations or the exercise of any of their rights, then time shall again be of
the essence of such new times.

8.9      Inurement.
This Agreement shall enure to the benefit of and be binding upon the Parties
hereto and their respective successors and permitted assigns.

8.10    Additional
Documents. Each Party shall execute such documents, assignments,
endorsements, instruments and evidences of transfer and give such further
assurances as shall be necessary or appropriate in connection with the
performance of its obligations under this Agreement.

8.11     Severable
Provisions. If any term or condition herein contained shall be in conflict
with or inconsistent with applicable law, the same shall be deemed to be
severable herefrom and shall not invalidate the remaining terms and conditions
herein contained. This Agreement with any such terms and conditions severed
shall continue in full force and effect.

8.12    Governing
Law. The Parties agree that this Agreement shall be interpreted and governed
according to the laws of the State of Nevada.

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8.13      Arbitration.
In the event of disputes, controversies or claims arising from an alleged breach
of the Joint Venture Agreement; or disputes arising out of or related to the
Joint Venture Agreement over substantial factual issues concerning technical
mining or metallurgical matters, the Parties agree to be bound by binding
arbitration to be conducted in Reno, Nevada in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. All disputes arising
out of or related to the Joint Venture Agreement over issues concerning
technical mining or metallurgical matters shall be resolved by arbitrators who
are experts in the relevant fields. The applicable substantive law shall be the
law of the State of Nevada and discovery shall be conducted pursuant to the
Nevada Rules of Civil Procedure, and the Nevada Rules of Evidence shall apply.
In the event of a deadlock, the Parties agree to fund operations at a level
comparable with the last adopted Program and Budget, which in any event shall be
sufficient to maintain and protect the Assets of the Joint Venture in good
standing, until the deadlock is resolved.

8.14      Memorandum
of Agreement. Simultaneously with execution of this Agreement, the Parties
shall enter into and execute a Memorandum of Agreement referencing this
Agreement for recording purposes.

8.15     
Changes in Mining Law. In the event of repeal or substantial change in
the Mining Law of 1872, this Agreement and the Joint Venture Agreement shall
apply to any form of ownership or rights which replace or modify the unpatented
mining claims described in Exhibit A.

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

| | MIRANDA U.S.A., INC.,                  
| | ---------------------------------------
| | a Nevada corporation                   
| |                                        
| | By: ___________________________________
| | KENNETH D. CUNNINGHAM                  
| |                                        
| |                                        
| |                                        
| |                                        
| | GOLDEN ARIA CORP.,                     
| | a Nevada corporation                   
| |                                        
| |                                        
| | By:___________________________________ 

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EXHIBIT A
  TO THAT EXPLORATION AGREEMENT WITH OPTION FOR JOINT VENTURE 
  BY AND BETWEEN
  MIRANDA U.S.A., INC. 
  AND 
  GOLDEN ARIA CORP.

NEVADA NORTH LEASE

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EXHIBIT BTO THAT EXPLORATION AGREEMENT WITH OPTION FOR JOINT
VENTURE BY AND BETWEENMIRANDA U.S.A., INC. AND GOLDEN ARIA
CORP.

NET PROCEEDS

EXHIBIT B

NET PROCEEDS CALCULATION

1.1                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,

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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 Form 5A;

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 but prior to beginning of
mining, which shall include all expenditures for exploration and development of
the Properties incurred by the non-withdrawing Participant both prior and
subsequent to the withdrawing 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 and environmental compliance fund for reclamation and closure

j.      Actual
costs of operations; and

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

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For
purposes hereof, the term "Gross Revenue" shall mean the sum of (1) gross
receipts from sale of Products, less any charges for sampling, assaying, or
penalties; (2) gross receipts from the sale or other disposition of Assets; (3)
insurance proceeds; (4) compensation for expropriation of Assets; and (5)
judgment proceeds. Gross receipts for sale of Products shall be determined by
multiplying spot prices for Products as quoted by the London PM fix for gold and
Handy and Harmon value for silver 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. If Products are processed by the remaining Participant,
or are sold to an Affiliate of the remaining Participant, then, for purposes of
calculating Net Proceeds, such Products shall be deemed conclusively to have
been sold at a price equal to fair market value to an arm's length purchaser FOB
the concentrator for the Properties, and Net Proceeds relative

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thereto shall be calculated without reference to any profits or
losses attributable to smelting or refining.

1.2               
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 6.5 of the Agreement. Costs of
such an audit shall be borne by the holder of the Net Proceeds interest
described herein.

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EXHIBIT CTO THAT EXPLORATION AGREEMENT WITH OPTION FOR JOINT
VENTURE BY AND BETWEENMIRANDA U.S.A., INC. AND GOLDEN ARIA
CORP.

NET SMELTER RETURNS

1.      Definition
of Net Smelter Returns. Miranda or Golden Aria, as the case may be, shall
pay to Miranda or Golden Aria, as the case may be, a non-Participating Net
Smelter Return royalty of one (1.0%) percent of the Net Smelter Returns of
Products produced from the Properties under the circumstances provided in
Section 6.3(c) of this Agreement. For purposes herein, Net Smelter Returns shall
be defined to mean the entire proceeds received from a smelter, reduction works,
refinery or other purchaser from the sale of products produced from the
Property, less:

a.      The
amount of sales, use, gross receipts, severance, net proceeds of mine, ad
valorem taxes applicable under state, federal, or local law and any other tax or
governmental levy or fee relating to production of precious metals or other
products from the Property or the value thereof. The Royalty Payor and the
Royalty Recipient shall be obligated to pay any taxes assessed and imposed upon
their respective shares of the Net Smelter Returns.

b.      All
charges and costs for transportation of products to the place of sale, whether
transported by Payor or a third party, but limited to the cost of transportation
or doré metal or concentrates from the mine site to a smelter or refinery.

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c.      All
charges, costs, deductions and penalties for refining and smelting only.

2.      Payment
of Net Smelter Return Royalty. Payments of Net Smelter Return Royalty shall
commence in the calendar quarter in which Net Smelter Returns are first
realized, and shall be made 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.

3.     
Miscellaneous Provisions.

a.      The
royalty shall be calculated on the basis of the London p.m. fix for gold and the
Handy and Harmon value for silver for the day on which metals are out turned to
the Payor. The royalty shall not be calculated on the basis of Payors revenues
from forward sales or other hedging arrangements.

b.      The
Royalty Recipient shall have the right to inspect the Payors accounts and books
pertaining to the payment of royalties for a period of one (1) year following
each payment of royalties.

c.     
In the event smelting or refining are carried out in facilities owned or
controlled, in whole or in part, by the Royalty Payor, charges, costs and
penalties for such operations shall mean the amount Payor would have incurred if
such operations were carried out at facilities not owned or controlled by Payor
then offering comparable services for comparable products on prevailing
terms.

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d.     
In lieu of the cash production royalty specified in Paragraph 1, the Royalty
Recipient shall have the right to take in kind or separately dispose of its
production royalty in all minerals removed from the Property. Production royalty
in kind shall be 1.0% by weight of the minerals actually removed from the
Property by the Operator. The Royalty Recipient may elect to take production
royalty in kind by notice to the Operator at least thirty (30) days prior to the
first asking in kind. The Royalty Recipient may change its election to take
production royalty in kind subsequently by 30 days prior notice to the Operator
but may not change the form of payment of production royalty more frequently
than once in any 12 calendar months. During periods of taking in kind, the
Royalty Recipient shall take possession of such minerals at the mine site or the
depository where held, and will thereafter bear the responsibilities and costs
of transportation, security and related expenses, and shall, at its own expense,
construct, operate and maintain any facilities to receive, store and dispose of
minerals taken in kind.

e.      The
Royalty Payor shall have the right to commingle ores from the Property with ores
from other properties in accordance with accepted industry practices and
standards.

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