EMPLOYMENT AGREEMENT
   Gold Run Inc.
   John Pritchard


TABLE OF CONTENTS
 SECTION 1  TERM AND POSITION
     
     1SECTION 2  THE EXECUTIVES OBLIGATIONS
     
     2SECTION 3  PLACE OF PERFORMANCE
     
     4SECTION 4  THE EXECUTIVES COMPENSATION
     
     4SECTION 5  TERMINATION
     
     5SECTION 6  PERSONAL INFORMATION & PRIVACY
     
     7SECTION 7  MISCELLANEOUS
     
     8


EMPLOYMENT AGREEMENT
  GOLD RUN
INC.
   JOHN
PRITCHARD
  RECITALS
 A.  WHEREAS
 B.  AND WHEREAS
 C.  AND WHEREAS
 FOR VALUE RECEIVED
 SECTION 1  TERM
AND POSITION
 1.1   Term.


1.2   Position.
 1.3  Director.
 SECTION 2  THE EXECUTIVES
OBLIGATIONS
 2.1   Full
Time and Efforts.
 2.2   Non-Competition.
 (i)
     so
long as he is employed by the Corporation pursuant to this Agreement; and (ii)
     for
a period of one (1) year following the termination of such employment,  2.3   Disclosure
of Information.


2.4   Non-Solicitation.
 2.5   Acknowledgement.
 2.6   Proprietary
Information.


SECTION 3  PLACE
OF PERFORMANCE
 3.1   Place
of Performance.
 SECTION 4  THE EXECUTIVES
COMPENSATION
 4.1   Base
Salary.
 4.2   Bonus
Plan.
 4.3   Health
and Welfare Benefits.
 4.4   Annual
Vacation.


4.5   Stock
Option Agreement.
 4.6   Additional
Business Expenses.
 4.7   Parking.
 4.8   Directors
and Officers Insurance.
 SECTION 5  TERMINATION
 5.1   Termination
for Cause. cause
 5.2
 5.3
 5.4


5.5
 5.6   Termination
Without Cause.
 5.6.1
 5.7   Disability.


5.8
 SECTION 6  PERSONAL
INFORMATION & PRIVACY
 6.1 Personal Information Protection and Electronic
Documents Act
 Personal Information Protection and Electronic Documents  Act Personal Information Protection and Electronic
Documents Act
 6.2


SECTION 7  MISCELLANEOUS
 7.1   Modifications
and Amendments.
 7.2   Entire
Agreement.
 7.3   Law
Governing.
 7.4   Severability.
 7.5   Consultation,
with Counsel.
 7.6   Notices.


if to the Corporation at:
     c/o Osprey Capital Partners
Suite 1705, 55 University Avenue
Toronto, Ontario
M5J 2H7Fax (416) 867-8301If to the Executive at:
     A3-142 Pears Ave
Toronto, On
M5R 1T2  7.7   Enurement
and Assignability.
 7.8   Other
Provisions.
 7.9   Injunctive
Relief.
 IN WITNESS
WHEREOF


SIGNED, SEALED AND DELIVERED
     )in the presence of:
     )))/s/ Trevor Michael
     )
     /s/ John PritchardWitness: Trevor Michael
     )
     John PritchardGOLD RUN INC.By:
     /s/ D. Richard BrownName: D. RICHARD BROWNTitle: CHAIRMANI HAVE AUTHORITY TO BIND THE CORPORATION


Schedule A
 OPTION AGREEMENT
 THIS AGREEMENT John Pritchard Gold  Run Inc.
 WHEREAS
 AND WHEREAS
 NOW
THEREFORE
 ARTICLE 1
INTERPRETATION
 1.1   Definitions
     (c)
     Option
Notice means a  notice indicating that the Optionee is exercising the Option in
whole or in part


(d)
     Option
Price means US $0.25 per Optioned Share on the first 500,000 Optioned Shares
acquired on  exercise of the Option pursuant to this Agreement and US $0.50 per Optioned
Share on the remaining 1,000,000  Optioned Shares acquired on exercise of the Option
pursuant to this Agreement; (e)
     Optioned
Shares means the common shares of the Optionor that may be subscribed for by the
Optionee  pursuant to the terms of this Agreement, being 1,500,000 common shares of the
Optionor and Optioned Share means any one of such common shares of the
Optionor. 1.2   Sections
and Headings
  1.3   Time
Periods
  1.4   Extended
Meanings


ARTICLE 2OPTION
 2.1   Option
Grant
  2.1.1
     300,000
of the Optioned Shares, which shall vest and shall be available for exercise on the date
of  execution of this agreement; 2.1.2
     a
further 400,000 Optioned Shares, which shall vest and shall be available for exercise
during the  period September 15, 2006 through September 14, 2007 pro-rata on a daily
basis. For clarity, as a result of  the preceding sentence, on each day commencing
September 15, 2006 up to and including September 14,2007, the  Optionee will have the
option to subscribe for 1,095.89 Optioned Shares; 2.1.3
     a
further 400,000 Optioned Shares, which shall vest and shall be available for exercise
during the  period September 15, 2007 through September 14, 2008 pro-rata on a daily
basis; 2.1.4
     the
final 400,000 Optioned Shares, which shall vest and shall be available for exercise
during the  period September 15,2008 through September 14,2009 pro-rata on a daily basis;
and 2.1.5
     notwithstanding
the foregoing, if the Optionee has not exercised all of the vested Option to which he  is
entitled at any time commencing the date hereof, then the Optionee may exercise such
vested Option and  subscribe for the respective Optioned Shares at any time up to the
Expiry Date, subject to the early expiry  provisions provided below. 2.2   Accelerated
Vesting


2.3  2.4   Option
Notice and Payment
  2.5   Early
Expiry
  (a)
     if
the Optionee dies, the portion of the Option that has vested and is exercisable at the
date of  death of the Optionee may be exercised by the personal representative of the
Optionee's estate on the earlier  of (i) 60 days after the death of the Optionee and (ii)
the Expiry Date; (b)
     if
the Optionee resigns his office or employment, the portion of the Option that has vested
and is  exercisable at the Date of Termination may be exercised by the Optionee on the
earlier of (i) thirty days  after the Date of Termination and (ii) the Expiry Date; (c)
     if
the Optionee is terminated without Cause. the portion of the Option that has vested and
is  exercisable at the Date of Termination may be exercised by the Optionee on the
earlier of (i) sixty days  after the Date of Termination and (ii) the Expiry Date; (d)
     if
the Optionee is terminated with Cause the portion of the Option that has vested and is
exercisable at the Date of Termination may be exercised by the Optionee forthwith after
the Date of  Termination but no later than two business days from the Date of
Termination; and (e)
     in
the event of permanent disability (as provided in the Employment Agreement), the portion
of the  Option that has vested and is exercisable at the Date of


2.6   Arbitration
 Arbitration Act
   2.7   Statutory
Resale Restrictions of Optioned Share


2.8   Voluntary
Resale Restrictions of Optioned Shares
  2.9   Qualifying
the Optioned Shares for Resale
  2.10   Shareholders
Agreement
  2.11   Right
of First Refusal


ARTICLE 3GENERAL
 3.1   Amendments
and Waivers
  3.2   Severability
  3.3   Time
of Essence
  3.4   Notice
  (a)
     delivered
personally to the party or, if the party is a corporation, an officer of the party to
whom  it is directed; (b)
     sent
by registered mail, postage prepaid, return receipt requested (provided that such notice
or  other written communication shall not be forwarded by mail if on the date of mailing
the party sending such  communication knows or ought reasonably to know of any
difficulties with the postal system which might affect  the delivery of mail, including
the existence of an actual or imminent postal service


(c)
     sent
by facsimile with all necessary charges fully prepaid, confirmation of delivery requested.  If to the Optionee:
     A3-142 Pears AveToronto, ONM5R 1T2If to the Optionor:
     c/o Osprey Capital PartnersSuite 1705, 55 University Avenue
Toronto, OntarioM5J 2H7Fax (416) 867-8301  Harris + Harris LLPBarristers and Solicitors
2355 Skymark AvenueSuite 300Toronto, OntarioL4W 4YG
Attention: Gregory H. Harris
Telephone No.: 905-629-7800
Facsimile No.: 905-629-4350


3.4   Entire
Agreement
  3.5   Application
of Agreement
  3.6   Subdivision
or Consolidation of Shares
  3.7   Governing
Law
  3.8   Execution


3.9   Further
Assurances
  3.10   Enurement
  IN WITNESS WHEREOF
 SIGNED, SEALED AND DELIVERED
     )in the presence of:
     ))))Witness
     )
     John PritchardGOLD RUN INC.Per:Name:Title:I have authority to bind the  corporation.