Exhibit
10.2


GENERAL
SECURITY AGREEMENT


1.                             Grant of Security
Interest.  Luzon Minerals Ltd. having its chief
executive office at Suite 202 - 837 West Hastings Street, Vancouver, British
Columbia, V6C 3N6 (the “Debtor”),
as continuing security for the repayment and the performance of each of the
Obligations (as defined herein) of the Debtor to Vista Gold Corp. (the “Secured Party”), grants to the Secured
Party, subject only to paragraph 2, a continuing, specific and fixed
mortgage, charge and assignment of, and security interest in all of the Debtor’s
present and after-acquired personal property and undertaking, including without
limitation:  an agreement dated December
11, 2003, as amended, or as replaced from time to time, which sets out the
terms on which the Secured Party has agreed to sell the Debtor, and the Debtor
has agreed to purchase, the Secured Party’s interest in the Amayapampa Gold
Project.


2.                             Floating Charge.  As
security for the repayment and the performance of each of the Obligations, the
Debtor grants a floating charge to the Secured Party on all the Debtor’s
interest in real property, including without limitation, all fixtures, crops
and improvements, both present and future, other than such as are validly and
effectively charged under paragraph 1 or excluded under paragraph 3.


3.                             Exclusions.  The
last day of any term reserved by any lease now held or hereafter acquired by
the Debtor is hereby excepted out of the security interests, mortgages and
charges created hereby.  The Debtor shall
assign and dispose of the same in such manner as the Secured Party may from
time to time direct in writing.


4.                             Collateral.  The property, assets, rights and
undertaking charged hereunder together with all increases, additions,
improvements and accessions thereto, and all substitutions or any replacements
thereof are herein referred to as the “Collateral”.


5.                             Defined Terms.  Unless the context otherwise
requires or unless otherwise specified, all the terms used herein without
initial capitals which are defined in the Personal
Property Security Act (British Columbia) or the regulations
thereunder, as they may be amended, restated or replaced by successor
legislation of comparable effect (collectively, the “PPSA”), have the same meaning herein as in the PPSA.


6.                             Obligations Secured.  The Collateral constitutes and
will constitute continuing security for all present and future indebtedness and
obligations (collectively, the “Obligations”)
of the Debtor to the Secured Party howsoever incurred and whenever arising.


7.                             Change of Name.  The Debtor agrees not to change
his name or any name under which it carries on business without giving to the
Secured Party 20 day’s prior written notice of the change.


8.                             Disclosure.  The Debtor agrees to deliver to
the Secured Party upon request such information concerning the Collateral, the
Debtor and the Debtor’s business and affairs as the Secured Party may request.


9.                             Proceeds in Trust.  The Debtor will and shall be
deemed to hold all proceeds in trust, separate and apart from other money,
instruments or property, for the benefit of the Secured Party until all amounts
owing by the Debtor to the Secured Party have been paid in full.










 



10.                           Collection of Accounts.  After default under this Security
Agreement, the Secured Party may notify and direct any party (“Account Customer”) obligated to pay under
any account, chattel paper or instrument constituting Collateral to make all
payments whatever to the Secured Party. 
The Secured Party may hold all amounts acquired from any Account
Customers and any proceeds as part of the Collateral.  Any payments received by the Debtor whether
before or after notification to Account Customers, shall be held by the Debtor
in trust for the Secured Party in the same medium in which received, shall not
be commingled with any assets of the Debtor and shall be turned over to the
Secured Party not later than the next business day following the day of their
receipt.


11.                           Default.  The Debtor shall be in default
under this Security Agreement if the Debtor defaults in the payment or
performance of any of the Obligations (an “Event
of Default”).


12.                           Crystallization.  The floating charge created by paragraph 2
shall become a fixed charge as soon as:


(a)            the Secured Party gives notice to that effect
to the Debtor;


(b)           the Secured Party takes any step to accelerate or demand payment of the
Obligations, or gives notice of its intention or takes any steps to enforce its
security; or


(c)            an Event of Default occurs in respect of the
Debtor.


13.                           Secured Party’s Remedies on
Default.  Upon the
occurrence of an Event of Default all of the Obligations shall become
immediately due and payable without notice to the Debtor, and the Secured Party
may, at its option, proceed to enforce payment of same and to exercise any or
all of the rights and remedies contained herein, including, without limitation,
the signification and collection of any debts, accounts, claims or monies owed
to the Debtor or otherwise afforded by law, in equity or otherwise.  The Secured Party shall have the right to enforce
one or more remedies successively or concurrently in accordance with applicable
law and expressly retains all rights and remedies it may have under the PPSA
and at law or in equity.


14.                           Secured Party Not Liable for
Failure to Exercise Remedies.  The
Secured Party shall not be liable or accountable for any failure to exercise
any of its remedies.


15.                           Allocation of Proceeds.  All monies collected or received
by the Secured Party in respect of the Collateral may be held by the Secured
Party and may be applied on account of such parts of the Obligations at the
sole discretion of the Secured Party.


16.                           Extension of Time.  The Secured Party may grant
extensions of time and other indulgences, take and give up securities, accept
compositions, grant releases and discharges, release the Collateral to third
parties and otherwise deal with the Debtor’s guarantors or sureties and others
and with the Collateral and other securities as the Secured Party may see fit
without prejudice to the Obligations, or the Secured Party’s rights, remedies
and powers under this Security Agreement. 
No extension of time, forbearance, indulgence or other accommodation
now, heretofore or hereafter given by the Secured Party to the Debtor shall
operate as a waiver, alteration or amendment of the rights of the Secured Party
or otherwise preclude the Secured Party from enforcing such rights.



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17.                           Effect of Appointment of
Receiver.  As soon
as the Secured Party takes possession of any Collateral or appoints a receiver
(the “Receiver”), all powers,
functions, rights and privileges of the directors and officers of the Debtor
with respect to that Collateral shall cease, unless specifically continued by
the written consent of the Secured Party or the Receiver.


18.                           Limitation of Liability.  The Secured Party shall not be
liable by reason of any entry into or taking possession of any of the
Collateral hereby charged or intended so to be or any part thereof, to account
as mortgagee in possession or for anything except actual receipts or be liable for
any loss on realization or any act or omission for which a secured party in
possession might be liable.


19.                           Release by Debtor.  The Debtor hereby releases and
discharges the Secured Party and the Receiver from every claim of every nature
which may arise or be caused to Debtor or any person claiming through or under
the Debtor by reason or as a result of anything done by the Secured Party or
any successor or assign claiming through or under the Secured Party or the
Receiver under the provisions of this Security Agreement unless such claim be
the result of dishonesty or gross neglect.


20.                           Costs.  The Debtor will reimburse the
Secured Party on demand for all interest, commissions, costs of realization and
other costs and expenses (including the full amount of all legal fees and
expenses paid by the Secured Party) incurred by the Secured Party or any
Receiver in connection with the perpetual registration of any financing
statement registered in connection with the security interests hereby created,
the preparation, execution, perfection, protection, enforcement of and advice
with respect to this Security Agreement, the realization, disposition of,
retention, protection, insuring or collection of any Collateral, the protection
or enforcement of the rights, remedies and powers of the Secured Party or any
Receiver, any costs incurred in complying with control orders and clean-up
orders or liabilities to third parties arising out of the Debtor’s activities
or while enforcing the Secured Party’s security, and the inspection of, and
investigation of title to, the Collateral. 
All amounts for which the Debtor is required hereunder to reimburse the
Secured Party or any Receiver shall, from the date of disbursement until the
date the Secured Party or the Receiver receives reimbursement, bear interest at
the highest rate per annum charged by the Secured Party on any of the
Obligations.


21.                           Security in Addition and not
in Substitution, Remedies Cumulative.  The rights, remedies and powers conferred by this Security
Agreement are in addition to, and not in substitution for, any other rights,
remedies or powers the Secured Party may have under this Security Agreement, at
law, in equity or by or under the PPSA or any other statute.


22.                           Statutory Waivers.  To the fullest extent permitted
by law, the Debtor waives all of the rights, benefits and protection given by
the provisions of any existing or future statute which imposes limitations upon
the rights, remedies or powers of the Secured Party or upon the methods of
realization of security, including any seize or sue or anti-deficiency statute
or any similar provisions of any other statute.


23.                           Further Assurances.  The Debtor shall at all times,
do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged or delivered all such further acts, deeds, transfers, assignments,
security agreements and assurances as the Secured Party may reasonably require
in order to give effect to the provisions hereof and for the better granting,
transferring, assigning, charging, setting over, assuring, confirming or
perfecting the security interests hereby created and the priority accorded to
them by law or under this Security Agreement.


24.                           Acknowledgement.  The Debtor hereby acknowledges
receiving a copy of this Security Agreement.



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25.                           Entire Agreement.  This Security Agreement and the
agreements referred to herein constitute the entire agreement between the
Debtor and the Secured Party and supersede any prior agreements, undertakings,
declarations, representations and understandings, both written and verbal, in
respect of the subject matter hereof. 
Any amendment of this Security Agreement shall not be binding unless in
writing and signed by the Secured Party and the Debtor.


26.                           Severability.  Any provision of this Security
Agreement prohibited by law or otherwise ineffective shall be ineffective only
to the extent of such prohibition or ineffectiveness and shall be severable
without invalidating or otherwise affecting the remaining provisions hereof.


27.                           Joint and Several Liability.  If more than one person executes
this Security Agreement, their obligations hereunder shall be joint and
several.


28.                           Included Words.  Wherever the singular or the
masculine are used herein, the same shall be deemed to include the plural or
the feminine or the body politic or corporate where the context or the parties
so require.


29.                           Time is of the Essence.  Time shall in all aspects be of
the essence in this Security Agreement and no exception or variation of this
Security Agreement or any Obligation hereunder shall operate as a waiver of
this provision.


30.                           Governing Law and
Attornment.  This
Security Agreement shall be construed and enforceable under and in accordance
with the laws of British Columbia.


31.                           Successors and Assigns.  This Security Agreement shall be
binding on the Debtor, and its successors and assigns and enure to the benefit
of the Secured Party and the successors and assigns of the Secured Party.


32.                           Consent and Waiver. 
Debtor consents to the Secured Party filing such financing statements
with respect to this Security Agreement in such jurisdictions as the Secured
Party deems appropriate or advisable, and the Debtor waives all rights to
receive from Secured Party a copy of any financing statement, financing change
statement or verification statement filed at any time in respect of this
Security Agreement.


	
  

  	
   

  	
   

  	
  Execution
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  Transferor(s)
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  LUZON
  MINERALS LTD.

  By its authorized
  signatory:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  



 



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