<PAGE>
                                                                    EXHIBIT 10.1


                            INVESTOR RIGHTS AGREEMENT

                                  BY AND AMONG

                            GRYPHON GOLD CORPORATION
                             (A NEVADA CORPORATION)

                                       AND

                          THE STOCKHOLDERS PARTY HERETO

                            DATED AS OF MAY 1, 2003,
                    AS AMENDED AND UPDATED FROM TIME TO TIME
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                                TABLE OF CONTENTS

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                                                                                PAGE
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<S>                                                                             <C>
ARTICLE 1 GENERAL PROVISIONS.................................................     1
   1.1  Shares Subject to this Agreement.....................................     1
   1.2  No Partnership Relationship..........................................     1
   1.3  Legend...............................................................     2
   1.4  Termination..........................................................     2

ARTICLE 2 ISSUE OF ADDITIONAL SHARES.........................................     2
   2.1  Treasury Share Offerings.............................................     2
   2.2  Pro-Rata Preemptive Right............................................     2
   2.3  Sale to Third Party..................................................     4
   2.4  Exempt Issuances.....................................................     4
   2.5  Termination..........................................................     5
   2.6  Waiver of Rights.....................................................     5
   2.7  No Further Preemptive Rights.........................................     5

ARTICLE 3 RESTRICTIONS ON TRANSFER OF CAPITAL STOCK; RIGHT OF FIRST REFUSAL,
          CO-SALE AND RESTRICTION ON FOUNDERS' STOCK.........................     5
   3.1  Non-Complying Transfers Prohibited...................................     5
   3.2  Right of First Refusal on Voluntary Transfers........................     6
   3.3  Change of Control Co-Sale Right - Stockholder Sales..................     8
   3.4  Rights of Refusal for Founder's Shares...............................     9
   3.5  Right of Co-Sale for Investors in Founder's Sale.....................    11
   3.6  Non-Exercise of Rights...............................................    12
   3.7  Transferees Subject to This Agreement................................    12
   3.8  Transfers to Permitted Transferees...................................    12

ARTICLE 4 TRANSFER OF REGISTRABLE SHARES; REGISTRATION RIGHTS................    13
   4.1  Restrictive Legend...................................................    13
   4.2  Notice of Proposed Transfer..........................................    13
   4.3  "Market Stand-Off" Agreement.........................................    14

ARTICLE 5 BOARD OF DIRECTORS.................................................    14
   5.1  Election of Directors................................................    14
   5.2  Removal of Directors; Filling of Vacancies...........................    15
   5.3  Committees of Directors..............................................    15
   5.4  Board of Directors Meetings..........................................    16
   5.5  Conflicting Provisions...............................................    17

ARTICLE 6 AFFIRMATIVE COVENANTS OF THE CORPORATION...........................    17
   6.1  Financial Statements; Other Reports..................................    17
   6.2  Independent Accountants..............................................    19
</TABLE>


                                       -i-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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<S>                                                                             <C>
   6.3  Preservation of Corporate Existence..................................    19
   6.4  Compliance With Laws.................................................    19
   6.5  Compensation.........................................................    19
   6.6  Termination..........................................................    20

ARTICLE 7 MISCELLANEOUS......................................................    20
   7.1  Notices..............................................................    20
   7.2  Waivers and Amendments...............................................    20
   7.3  Successors and Assigns...............................................    21
   7.4  Governing Law........................................................    21
   7.5  Severability.........................................................    21
   7.6  Interpretation.......................................................    21
   7.7  Headings and Captions................................................    21
   7.8  Enforcement..........................................................    21
   7.9  No Waiver of Rights, Powers and Remedies.............................    22
   7.10 Counterparts.........................................................    22
   7.11 Aggregation of Stock.................................................    22
   7.12 Confidentiality......................................................    22
</TABLE>


                                      -ii-
<PAGE>
                            INVESTOR RIGHTS AGREEMENT

     THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of May 1,
2003, as amended from time to time, by and among (i) Gryphon Gold Corporation, a
Nevada corporation (the "Corporation"), (ii) the holders of the common stock,
$0.001 par value per share, of the Corporation (the "Common Stock") as set forth
on Exhibits A-1 and A-2 attached hereto.

     WHEREAS, the Corporation proposes to issue and sell up to an aggregate of
10,000,000 shares of its Common Stock at the price of US $0.20 per share and at
a price of $0.20 and $0.225 per share under the Installment Purchase Plan
("First Round Offering") to investors (the "Investors") pursuant to the terms of
an Accredited Investor Common Stock Purchase Agreement of even date herewith
(the "Purchase Agreement") (Founders as defined herein and Investors may be
referred to individually as a "Stockholder" and collectively as
"Stockholders.");

     WHEREAS, as a condition to consummating the transactions contemplated by
the Purchase Agreement, the Corporation and the Stockholders are entering into
this Agreement;

     WHEREAS, the Board of Directors of the Corporation has determined that it
is in the best interests of the Corporation that the Corporation enter into this
Agreement;

     WHEREAS, the Corporation anticipates having future Stockholders enter into
this Agreement in subsequent rounds of financing; and

     NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto covenant and
agree as follows:

                                    ARTICLE 1

                               GENERAL PROVISIONS

     1.1 Shares Subject to this Agreement. The Stockholders agree that the terms
and restrictions of this Agreement shall apply to all shares of capital stock of
the Corporation which any of them now owns or hereafter acquires by any means,
including without limitation, by purchase, assignment, conversion of convertible
shares or operation of law, or as a result of any stock dividend, stock split,
reorganization, reclassification, whether voluntary or involuntary, or other
similar transaction, and to any shares of Capital Stock of any successor in
interest of the Corporation, whether by sale, merger, consolidation or other
similar transaction, or by purchase, assignment or operation of law (the
"Shares").

     1.2 No Partnership Relationship. Notwithstanding, but not in limitation of,
any other provision of this Agreement, the parties understand and agree that the
creation, management and operation of the Corporation shall not create or imply
a general partnership between or among
<PAGE>
the Stockholders and shall not make any Stockholder the agent or partner of any
other Stockholder for any purpose.

     1.3 Legend. Each certificate representing Shares held of record or
beneficially owned by the Stockholder shall bear a legend in substantially the
following form, until such time as the Shares represented thereby are no longer
subject to the provisions hereof:

          "THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY
          THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN
          INVESTOR RIGHTS AGREEMENT AMONG THE CORPORATION AND CERTAIN HOLDERS OF
          ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE
          OBTAINED AT NO COST BY WRITTEN REQUEST BY THE HOLDER OF RECORD OF THE
          CERTIFICATE TO THE SECRETARY OF THE CORPORATION."

     1.4 Termination. With the exception of Section 4.3 herein, the respective
rights and obligations of the parties under this Agreement shall terminate upon
the consummation of the Corporation's Qualified Initial Public Offering or upon
Stockholder's holding not less than 75% of the Shares that are subject to this
Agreement agreeing in writing to terminate this Agreement.

                                   ARTICLE 2

                           ISSUE OF ADDITIONAL SHARES

     2.1 Treasury Share Offerings. Except as otherwise agreed to by the parties
hereto, each offering by the Corporation of additional Shares that are priced
lower than the price per share in the First Round Offering ("Lower Priced
Shares") shall be made in accordance with this Article.

     2.2 Pro-Rata Preemptive Right. Subject to Section 2.4, each time the
Corporation proposes to allot, issue, sell or resell any Lower Priced Shares,
the Corporation shall first offer (the "Treasury Offer") the Lower Priced Shares
to the Stockholders (collectively the "Treasury Offerees" and individually a
"Treasury Offeree") on the following basis:


                                      -ii-
<PAGE>
          (a) Pro Rata Portions. The number of Lower Priced Shares a particular
          Treasury Offeree shall be offered and may purchase shall be determined
          by the following formula:
<TABLE>
<S>                    <C>                                        <C>
                           Number of Shares held by the
Number of Lower             Treasury Offeree on a Fully
Priced Shares          Converted Basis immediately prior to
which the                       the Treasury Offer                Total Number of
Treasury Offeree   =   ------------------------------------   x   Lower Priced
shall be offered           Number of Shares held by all           Shares being
and may purchase           Treasury Offerees on a Fully           offered
                       Converted Basis immediately prior to
                                the Treasury Offer
</TABLE>

          (b) Notice of Offer. Each Treasury Offer shall be made by written
          notice to the Treasury Offerees specifying:

               (i)  the total number and class of Lower Priced Shares offered;

               (ii) the Treasury Offeree's pro rata portion thereof as
                    determined by the formula in Section 2.2(a) above;

               (iii) the price at which the Lower Priced Shares are being
                    offered;

               (iv) any other terms and conditions applicable to the offer not
                    set out in this Section 2.2;

               (v)  that Treasury Offerees shall have ten (10) days (the
                    "Initial Acceptance Period") following receipt of the notice
                    to accept the Treasury Offer (provided that if such written
                    notice is mailed by first class mail to the address for the
                    Treasury Offeree shown on the Corporation's register of
                    members, that Treasury Offeree will be deemed to have
                    received the notice three (3) days thereafter);

          (c) Acceptance of a Treasury Offer shall be made by notice in writing
          to the Corporation within the Initial Acceptance Period specifying the
          number of Lower Priced Shares up to the pro rata number determined
          above that the Treasury Offeree wishes to purchase. The Treasury
          Offeree may also specify in such notice an additional number of the
          Lower Priced Shares ("Specified Additional Amounts") offered for sale
          that the Treasury Offeree is prepared to purchase, if any, if the
          other Treasury Offerees fails to fully accept their offered portion of
          the Treasury Offer. The Treasury Offeree shall include with the notice
          a bank draft or money order payable to the Corporation for the amount
          equal to the aggregate price of the Lower Priced Shares and Specified
          Additional Amounts, if any, specified in the notice. If a Treasury
          Offeree does not accept the Treasury Offer


                                      -iii-
<PAGE>
          before expiration of the Initial Acceptance Period, then such Treasury
          Offeree shall be deemed to have refused the Treasury Offer.
          Additionally, if all Treasury Offerees notify the Corporation in
          writing that they accept or decline the Treasury Offer before the end
          of the Initial Acceptance Period, then the Initial Acceptance Period
          shall be deemed to have ended on the date the last such notice is
          received by the Corporation;

          (d) Remaining Lower Priced Shares. In the event that some Treasury
          Offerees do not fully accept their offered portion of the Lower Priced
          Shares within the Initial Acceptance Period, the unaccepted remaining
          portion of the Lower Priced Shares (the "Remaining Amount") shall be
          divided, within five (5) days of the end of the Initial Acceptance
          Period, among such of the Treasury Offerees as have in their notice of
          acceptance of the Treasury Offer indicated a preparedness to purchase
          Specified Additional Amounts (collectively the "Second Round Offerees"
          and individually a "Second Round Offeree") as follows:

               (i)  in such manner as may be agreed among the Second Round
                    Offerees; and

               (ii) failing such agreement, the Remaining Amount shall be
                    divided pro rata among the Second Round Offerees in
                    accordance with their respective holdings of Shares on a
                    Fully Converted Basis in successive rounds if necessary to
                    fully divide such Remaining Amount, provided that no Second
                    Round Offeree shall be required to accept more than his
                    Specified Additional Amount. If any Treasury Offerees do not
                    receive the amount of Lower Priced Shares and Specified
                    Additional Amounts, if any, requested in Section 2.2(c),
                    then the Corporation shall promptly reimburse Treasury
                    Offeree for the difference between the price of Common Stock
                    received and the monies tendered to the Corporation.

     2.3 Sale to Third Party. The Corporation shall be entitled to allot, issue
or sell the balance of any of the offered Lower Priced Shares which are not
purchased by the Treasury Offerees upon completion of the above process to any
Person(s), other than a Treasury Offeree who did not accept the Treasury Offer,
provided that such allotment, issuance or sale:

          (a) shall not be effected at a price which is less than the price or
          on terms and conditions which are more favourable (from the
          purchaser's perspective) than those set forth in the written notice to
          the Treasury Offerees concerning the Treasury Offer; and

          (b) shall be effected within a one hundred and eighty (180) day period
          following the expiration of the Initial Acceptance Period, after which
          period has expired, the Corporation shall comply with this Article 2
          before offering Lower Priced Shares to any Person.


                                      -iv-
<PAGE>
     2.4 Exempt Issuances. The rights set forth above shall not apply to
issuances (the "Exempt Issuances") in which shares of Capital Stock, Rights or
Convertible Shares are issued:

               (i)  as a dividend or distribution payable pro rata to all
                    holders of Common Stock or other securities of the
                    Corporation;

               (ii) to employees, consultants, advisors and directors of the
                    Corporation in the form of Common Stock, stock purchase
                    plans or options to purchase shares of Common Stock pursuant
                    to an equity incentive plan or other arrangement approved by
                    the Corporation's Board of Directors, which includes, but is
                    not limited to, the initial sale of 3,000,000 shares of
                    Common Stock of the Corporation to Founders at a price of
                    $0.10 per share and the initial reservation of 3,500,000
                    shares of Common Stock of the Corporation to be sold at
                    $0.15 per share to Directors, Officers and Management;

               (iii) in a Qualified Initial Public Offering;

               (iv) for consideration other than cash or cash equivalents
                    pursuant to a merger, consolidation, acquisition or similar
                    transaction approved by the Board of Directors of the
                    Corporation; or

               (v)  to a strategic partner of the Corporation in connection with
                    a joint venture, arrangement.

     2.5 Termination. The respective rights and obligations of the parties under
this Article 2 shall terminate immediately prior to the consummation of the
Corporation's Qualified Initial Public Offering.

     2.6 Waiver of Rights. Notwithstanding any other provision of this Article
2, any Stockholder may waive his rights with respect to any particular offer or
right given under, or any provision contained in, Article 2 by notice in writing
to the Corporation.

     2.7 No Further Preemptive Rights. Except as provided herein, the
Stockholders have no additional preemptive rights to participate in treasury
sales of shares of Capital Stock.

                                    ARTICLE 3

                   RESTRICTIONS ON TRANSFER OF CAPITAL STOCK;
               RIGHT OF FIRST REFUSAL, CO-SALE AND RESTRICTION ON
                                 FOUNDERS' STOCK

     3.1 Non-Complying Transfers Prohibited. Each Stockholder understands and
agrees that such Stockholder may not sell, assign, transfer, exchange, gift,
devise, pledge, hypothecate, encumber or otherwise alienate or dispose of any
Shares owned by such Stockholder or any right or interest therein, whether
voluntarily or involuntarily, by operation of law or otherwise, except


                                       -v-
<PAGE>
in accordance with this Agreement. Any such purported transfer in violation of
any provision of this Agreement and all actions by the purported transferor and
transferee in connection therewith shall be of no force or effect. The
Corporation shall not be required to recognize such purported transfer for any
purpose, including, without limitation, for purposes of dividend and voting
rights.

     3.2 Right of First Refusal on Voluntary Transfers.

          (a) Except as permitted pursuant to Section 2.4 or as otherwise
          expressly provided for herein, no Stockholder may transfer Shares
          other than pursuant to a bona fide and irrevocable offer for such
          Shares subject only to the conditions set out herein (the "Offer"),
          provided however that Founders shall transfer Shares in accordance
          with Sections 3.4 and 3.5 herein. In the event that a Stockholder (the
          "Proposed Seller") intends to sell, assign, transfer or otherwise
          voluntarily alienate or dispose of any Shares pursuant to an Offer,
          such Proposed Seller shall given written notice (the "Seller's
          Notice") to the Corporation and to each of the other Stockholders (the
          "Offerees") stating that the Proposed Seller intends to make such a
          transfer, identifying the proposed transferee (the "Proposed
          Transferee"), specifying the number of Shares (the "First Refusal
          Shares") proposed to be transferred pursuant to the Offer, and
          specifying the per share purchase price which the Proposed Transferee
          has offered to pay for the First Refusal Shares (the "Sale Price"). A
          copy of the Offer and a statement of the number of Shares held by each
          of the Offerees shall be attached to the Seller's Notice.

          (b) Upon delivery of the Seller's Notice, the Corporation shall have
          the irrevocable and exclusive option to purchase the First Refusal
          Shares at the Sale Price. Upon delivery of the Seller's Notice, the
          Corporation shall have ten (10) days to deliver to the Proposed Seller
          a written notice stating whether it elects to exercise its option
          under this Section 3.2 and the number of First Refusal Shares that it
          is willing to purchase, and such notice shall constitute an
          irrevocable commitment to purchase such First Refusal Shares, subject
          only to such conditions as were contained in the Offer.

          (c) If the Corporation does not accept the offer to purchase all of
          the First Refusal Shares within such 10-day period, the Proposed
          Seller shall deliver written notice to each Offeree indicating the
          number of First Refusal Shares not purchased by the Corporation (the
          "Offeree First Refusal Shares"), and each Offeree shall have the
          irrevocable and exclusive option to purchase up to that number of the
          Offeree First Refusal Shares at the Sale Price as equals the product
          of (A) the number of Offeree First Refusal Shares multiplied by (B) a
          fraction, the numerator of which shall be the number of shares of
          Common Stock on a Fully Converted Basis owned by such Offeree and the
          denominator of which shall be the number of shares of Common Stock
          owned by all of the Offerees on a Fully Converted Basis (the
          "Proportionate Share"). Upon delivery of such written


                                      -vi-
<PAGE>
          notice, each Offeree shall have five (5) days to deliver to the
          Proposed Seller a written notice stating whether it elects to exercise
          its option under this Section 3.2 and the maximum number of Offeree
          First Refusal Shares (up to all of such Offeree's Proportionate Share)
          that it is willing to purchase, and such notice shall constitute an
          irrevocable commitment to purchase such Offeree First Refusal Shares,
          subject only to such conditions as were contained in the Offer.

          (d) If an Offeree does not elect to purchase its full Proportionate
          Share of the Offeree First Refusal Shares, the Proposed Seller shall
          deliver another written notice to each Offeree that has elected to
          purchase its full Proportionate Share (a "Fully-Exercising Offeree")
          stating the number of Offeree First Refusal Shares not elected to be
          purchased by Offerees. Each Fully-Exercising Offeree shall be
          entitled, by delivering written notice to the Proposed Seller within
          five (5) days following the delivery of such notice, to purchase up to
          all of the remaining Offeree First Refusal Shares at the Sale Price.
          In the event of an oversubscription, the oversubscribed amount shall
          be allocated among such Fully-Exercising Offerees pro rata based on
          the number of Shares owned by each of them. The delivery of the notice
          of election under this paragraph shall constitute an irrevocable
          commitment to purchase such Offeree First Refusal Shares, subject only
          to such conditions as were contained in the Offer.

          (e) The closing of the sale of First Refusal Shares to the Corporation
          and/or any exercising Offerees shall occur on or before the fifth
          (5th) business day following the expiration of all of the first
          refusal rights under this Section 3.2. At such closing, the Proposed
          Seller shall deliver a certificate or certificates representing the
          First Refusal Shares, properly endorsed for transfer, and the
          exercising Offerees shall deliver payment of the purchase price
          therefor.

          (f) If any First Refusal Shares are not elected to be purchased
          pursuant to this Section 3.2, then the Proposed Seller shall be free,
          for a period of ninety (90) days from the expiration of all of the
          first refusal rights under this Section 3.2, to sell the remaining
          First Refusal Shares to the Proposed Transferee, at a price equal to
          or greater than the Sale Price and upon terms no more favorable to the
          Proposed Transferee than those specified in the Seller's Notice. Any
          transfer of the remaining First Refusal Shares by the Proposed Seller
          after the end of such 60-day period or any change in the terms of the
          sale as set forth in the Seller's Notice which are more favorable to
          the Proposed Transferee shall give rise anew to the rights provided in
          the preceding paragraphs. As a condition to the effectiveness of a
          transfer of Shares to a Proposed Transferee pursuant hereto, the
          Proposed Transferee shall agree in writing to become a "Stockholder"
          and be bound by all of the provisions of this Agreement and shall
          thereafter be permitted to transfer Shares only in accordance with
          this Agreement.

          (g) Notwithstanding anything in this Agreement to the contrary, if the
          Corporation and/or any of the Offerees elect to purchase any or all of
          the First


                                      -vii-
<PAGE>
          Refusal Shares, the Corporation and/or such Offeree shall have the
          right to purchase the First Refusal Shares for cash consideration
          whether or not part or all of the consideration specified in the
          Seller's Notice is other than cash. If part or all of the
          consideration to be paid for the First Refusal Shares as stated in the
          Seller's Notice is other than cash, the price stated in such Seller's
          Notice shall be deemed to be the sum of the cash consideration, if
          any, specified in the Seller's Notice, plus the fair market value of
          the non-cash consideration. The fair market value of the non-cash
          consideration shall be determined by the Board of Directors of the
          Corporation, and its judgment as to the fair market value of such
          non-cash consideration shall be binding upon the Proposed Seller and
          the other Offerees absent manifest error.

     3.3 Change of Control Co-Sale Right - Stockholder Sales.

     If a Stockholder ("Selling Stockholder") becomes entitled to sell First
Refusal Shares to a third party pursuant to Section 3.2(f) and the third party,
which together with its Affiliates or persons acting as a group could, as a
result of a voting agreement or otherwise, upon completion of such sale
("Transfer"), Control the Corporation on a Fully Converted Basis (a "Control
Sale"), then all the other holders of Shares ("Other Selling Stockholders")
shall have the right (the "Control Sale Right") to participate in such transfer
on the following terms and conditions:

          (a) Intended Control Sale Notice. If the Selling Stockholder intends
          to proceed with a Control Sale, the Selling Stockholder shall
          immediately notify ("Control Sale Notice") each of the Other Selling
          Stockholders in writing specifying (i) a description of the Shares to
          be transferred ("Offered Shares"), (ii) the identity of the
          prospective transferee(s) and (iii) the consideration and the material
          terms and conditions upon which the proposed Transfer is to be made.
          The Control Sale Notice shall certify that the Selling Stockholder has
          received an irrevocable offer from the prospective transferee(s)
          subject only to the conditions set out herein. The Control Sale Notice
          shall also include a copy of any written agreements relating to the
          proposed Transfer.

          (b) For the purposes of this subsection, the Other Selling Stockholder
          has ten (10) days after receipt of the Control Sale Notice referred to
          in Section 3.3 to notify the Selling Stockholder of his intent to
          participate in the Control Sale ("Other Selling Stockholder Notice"),
          and shall have the right to participate in such sale of Shares on the
          same terms and conditions as specified in the Control Sale Notice.
          Such Other Selling Stockholders Notice to the Selling Stockholder
          shall indicate the number of Shares equal to the product obtained by
          multiplying (i) the aggregate number of Shares covered by the Control
          Sale Notice by (ii) a fraction, the numerator of which is the number
          of shares of Shares owned by the Other Selling Stockholder on a Fully
          Converted Basis on the date of the Control Sale Notice and the
          denominator of which is the total number of shares of Common Stock
          owned by the Selling Stockholder and all of the Other Selling
          Stockholders on a Fully Converted Basis on the date of the Control
          Sale Notice.


                                     -viii-
<PAGE>
          (c) Each Other Selling Stockholder shall effect its participation in
          the sale by promptly delivering to the Selling Stockholder for
          transfer to the prospective purchaser one or more certificates,
          properly endorsed for transfer, which represent the type and number of
          shares of Shares which such Other Selling Stockholder elects to sell.

          (d) The stock certificate or certificates that the Other Selling
          Stockholder delivers to the Selling Stockholder pursuant to Section
          3.3(c) shall be transferred to the prospective purchaser in
          consummation of the sale of the Shares pursuant to the terms and
          conditions specified in the Control Sale Notice, and the Selling
          Stockholder shall concurrently therewith remit to such Other Selling
          Stockholder that portion of the sale proceeds to which such Other
          Selling Stockholder is entitled by reason of its participation in such
          sale. To the extent that any prospective purchaser or purchasers
          prohibits such assignment or otherwise refuses to purchase shares or
          other securities from an Other Selling Stockholder exercising its
          rights of Control Sale hereunder, the Selling Stockholder shall not
          sell to such prospective purchaser or purchasers any Shares unless and
          until, simultaneously with such sale, the Selling Stockholder shall
          purchase such shares or other securities from such Other Selling
          Stockholder for the same consideration and on the same terms and
          conditions as the proposed transfer described in the Control Sale
          Notice.

          (e) The Selling Stockholder shall have ninety (90) days from the last
          day in which the Other Selling Stockholders are required to respond to
          the Control Sale Notice to complete the sale of the Shares to the
          proposed purchaser pursuant to the terms of the Control Sale Notice
          and if such sale is not completed within the time limited herein, then
          the Shares shall be subject to the provisions of Section 3.1 herein.

     3.4 Rights of Refusal for Founder's Shares.

          (a) Transfer Notice. If at any time a Founder proposes to transfer
          Shares to one or more third parties pursuant to an irrevocable
          agreement subject to the conditions set out herein with such third
          parties (a "Transfer"), then the Founder shall give the Corporation
          and each Stockholder written notice of the Founder's intention to make
          the Transfer (the "Transfer Notice"), which Transfer Notice shall
          include (i) a description of the Shares to be transferred ("Offered
          Shares"), (ii) the identity of the prospective transferee(s) and (iii)
          the consideration and the material terms and conditions upon which the
          proposed Transfer is to be made, and (iv) copies of material
          agreements attached thereto.

          (b) Corporation's Option. The Corporation shall have an option for a
          period of ten (10) days from receipt of the Transfer Notice to elect
          to purchase the Offered Shares at the same price and subject to the
          same material terms and conditions as described in the Transfer
          Notice. The Corporation may exercise


                                      -ix-
<PAGE>
          such purchase option and, thereby, purchase all (or a portion of) the
          Offered Shares by notifying the Founder in writing before expiration
          of the such ten (10) day period as to the number of such shares which
          it wishes to purchase. If the Corporation gives the Founder notice
          that it desires to purchase such shares, then payment for the Offered
          Shares shall be by check or wire transfer, against delivery of the
          Offered Shares to be purchased at a place agreed upon between the
          parties and at the time of the scheduled closing therefor, which shall
          be no later than thirty (30) days after the Corporation's receipt of
          the Transfer Notice, unless the Transfer Notice contemplated a later
          closing with the prospective third party transferee(s) or unless the
          value of the purchase price has not yet been established pursuant to
          Section 3.4(e). If the Corporation fails to purchase all of the
          Offered Shares by exercising the option granted in this Section 3.4(b)
          within the period provided, the Offered Shares shall be subject to the
          options granted to the Stockholders pursuant to this Agreement.

          (c) Additional Transfer Notice. Subject to the Corporation's right set
          forth in Section 3.4(b), if at any time the Founder proposes a
          Transfer, then, after the Corporation has declined to purchase all, or
          a portion of, the Offered Shares, the Founder shall give each
          Stockholder an "Additional Transfer Notice" which shall include all of
          the information and certifications required in a Transfer Notice and
          shall additionally identify the Offered Shares which the Corporation
          has declined to purchase (the "Remaining Shares") and briefly describe
          Stockholders' rights of first refusal and co-sale rights with respect
          to the proposed Transfer.

          (d) Stockholders' Option. The Stockholders shall have an option for a
          period of ten (10) days from the Stockholder's receipt of the
          Additional Transfer Notice from the Founder set forth in Section
          3.4(c) to elect to purchase their respective pro rata shares of the
          Remaining Shares at the same price and subject to the same material
          terms and conditions as described in the Additional Transfer Notice.
          Each Stockholder may exercise such purchase option and, thereby,
          purchase all or any portion of his, her or its pro rata share (with
          any reallotments as provided below) of the Remaining Shares, by
          notifying the Founder and the Corporation in writing, before
          expiration of the ten (10) day period as to the number of such shares
          which he, she or it wishes to purchase (including any reallotment).
          Each Stockholder's pro rata share of the Remaining Shares shall be a
          fraction of the Remaining Shares, of which the number of Shares owned
          by such Stockholder on the date of the Transfer Notice shall be the
          numerator and the total number of shares of Shares held by the Founder
          and all Stockholders on a Fully Converted Basis on the date of the
          Transfer Notice shall be the denominator. Each Stockholder shall have
          a right of reallotment such that, if any other Stockholder fails to
          exercise the right to purchase its full pro rata share of the
          Remaining Shares, the other participating Stockholders may exercise an
          additional right to purchase, on a pro rata basis, the Remaining
          Shares not previously purchased. If a Stockholder gives the Founder
          notice that it desires to purchase its pro rata share of the Remaining
          Shares and, as the case may be, its reallotment, then payment


                                       -x-
<PAGE>
          for the Remaining Shares shall be by bank draft, money order or wire
          transfer, against delivery of the Remaining Shares to be purchased at
          a place agreed upon between the parties and at the time of the
          scheduled closing therefor, which shall be no later than thirty (30)
          days after the Corporation's receipt of the Transfer Notice, unless
          the Transfer Notice contemplated a later closing with the prospective
          third party transferee(s) or unless the value of the purchase price
          has not yet been established pursuant to Section 3.1(e).

          (e) Valuation of Property. Should the purchase price specified in the
          Transfer Notice or Additional Transfer Notice be payable in property
          other than cash or evidences of indebtedness, the Corporation (or the
          Stockholders) shall have the right to pay the purchase price in the
          form of cash equal in amount to the value of such property. If the
          Founder and the Corporation (or the Stockholders) cannot agree on such
          cash value within ten (10) days after the Corporation's receipt of the
          Transfer Notice (or the Stockholders' receipt of the Additional
          Transfer Notice), the valuation shall be made by an appraiser of
          recognized standing selected by the Founder and the Corporation (or
          the Stockholders) or, if they cannot agree on an appraiser within
          twenty (20) days after the Corporation's receipt of the Transfer
          Notice (or the Stockholders' receipt of the Additional Transfer
          Notice), each shall select an appraiser of recognized standing and the
          two appraisers shall designate a third appraiser of recognized
          standing, whose appraisal shall be determinative of such value. The
          cost of such appraisal shall be shared equally by the Founder and the
          Corporation (or the Stockholders), with the half of the cost borne by
          the Corporation and the Stockholders borne pro rata by each based on
          the number of shares such parties were interested in purchasing
          pursuant to this Section 3.4. If the time for the closing of the
          Corporation's purchase or the Stockholders' purchase has expired but
          for the determination of the value of the purchase price offered by
          the prospective transferee(s), then such closing shall held on or
          prior to the fifth business day after such valuation shall have been
          made pursuant to this subsection.

     3.5 Right of Co-Sale for Investors in Founder's Sale.

          (a) To the extent the Corporation and the Stockholders do not exercise
          their respective rights of refusal as to all of the Offered Shares
          pursuant to Section 3.4, then each Stockholder (a "Selling
          Stockholder" for purposes of this subsection 3.5) which notifies the
          Founder in writing within ten (10) days after receipt of the Transfer
          Notice referred to in Section 3.4(a), shall have the right to
          participate in such sale of Shares on the same terms and conditions as
          specified in the Transfer Notice. Such Selling Stockholder's notice to
          the Founder shall indicate the number of shares of Shares the Selling
          Stockholder wishes to sell under his, her or its right to participate.
          To the extent one or more of the Stockholders exercise such right of
          participation in accordance with the terms and conditions set forth
          below, the number of shares of Shares that the Founder may sell in the
          Transfer shall be correspondingly reduced.


                                      -xi-
<PAGE>
          (b) Each Selling Stockholder may sell all or any part of that number
          of shares of Shares equal to the product obtained by multiplying (i)
          the aggregate number of shares of Shares covered by the Transfer
          Notice by (ii) a fraction, the numerator of which is the number of
          Shares owned by the Selling Stockholder on the date of the Transfer
          Notice on a Fully Converted Basis and the denominator of which is the
          total number of shares of Common Stock owned by Founder and all of the
          Selling Stockholders on a Fully Converted Basis on the date of the
          Transfer Notice.

          (c) Each Selling Stockholder shall effect its participation in the
          sale by promptly delivering to the Founder for transfer to the
          prospective purchaser one or more certificates, properly endorsed for
          transfer, which represent the type and number of shares of Shares
          which such Selling Stockholder elects to sell.

          (d) The stock certificate or certificates that the Selling Stockholder
          delivers to the Founder pursuant to Section 3.5(c) shall be
          transferred to the prospective purchaser in consummation of the sale
          of the Shares pursuant to the terms and conditions specified in the
          Transfer Notice, and the Founder shall concurrently therewith remit to
          such Selling Stockholder that portion of the sale proceeds to which
          such Selling Stockholder is entitled by reason of its participation in
          such sale. To the extent that any prospective purchaser or purchasers
          prohibits such assignment or otherwise refuses to purchase shares or
          other securities from a Selling Stockholder exercising its rights of
          co-sale hereunder, the Founder shall not sell to such prospective
          purchaser or purchasers any Shares unless and until, simultaneously
          with such sale, the Founder shall purchase such shares or other
          securities from such Selling Stockholder for the same consideration
          and on the same terms and conditions as the proposed transfer
          described in the Transfer Notice.

     3.6 Non-Exercise of Rights. To the extent that the Corporation and the
Stockholders have not exercised their rights to purchase the Offered Shares or
the Remaining Shares within the time periods specified in Section 3.4 and the
Stockholders have not exercised their rights to participate in the sale of the
Offered Shares or the Remaining Shares within the time periods specified in
Section 3.5, the Founder shall have a period of one hundred and twenty (120)
days from the expiration of such rights in which to sell the Offered Shares or
the Remaining Shares, as the case may be, upon terms and conditions (including
the purchase price) no more favorable than those specified in the Transfer
Notice to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Remaining Shares free and clear of
subsequent rights of first refusal and co-sale rights under this Agreement. In
the event Founder does not consummate the sale or disposition of the Remaining
Shares within the time limited herein, the Corporation's first refusal rights
and the Stockholders' first refusal rights and co-sale rights shall continue to
be applicable to any subsequent disposition of the Offered Shares or the
Remaining Shares by Founder until such right lapses in accordance with the terms
of this Agreement. Furthermore, the exercise or nonexercise of the rights of the
Corporation and the Stockholders under this Section 3 to purchase Shares from
the Founder or participate in sales of


                                     -xii-
<PAGE>
Shares by the Founder shall not adversely affect their rights to make subsequent
purchases from the Founder of Shares or subsequently participate in sales of
Shares by the Founder.

     3.7 Transferees Subject to This Agreement. For greater certainty, as a
condition to the effectiveness of a transfer of Shares pursuant to any
provisions of Article 3, the Transferee shall agree in writing to become a
"Stockholder" and be bound by all the provisions of this Agreement and shall
thereafter be permitted to transfer shares only in accordance with this
Agreement.

     3.8 Transfers to Permitted Transferees. The restrictions on transfer
contained herein shall not apply (i) in the case of Stockholders who are natural
persons: (a) transfers by a Stockholder to such Stockholder's spouse, children
or other member of such Stockholder's immediate family, or to a trust for the
sole benefit of such persons, provided that such trust is controlled by such
Stockholder, (b) transfers by a Stockholder to the trustee or trustees of a
trust controlled and revocable solely by such Stockholder, (c) transfers by a
Stockholder to such Stockholder's guardian or conservator, or (d) transfers by a
Stockholder, in the event of such Stockholder's death, to such Stockholder's
executor(s) or administrator(s) and (ii) in the case of all other Stockholders,
transfers by a Stockholder to any Affiliate, member, principal, director,
partner, stockholder or successor of such Stockholder (collectively, "Permitted
Transferees"); provided, however, that in any such event the Shares so
transferred in the hands of each such Permitted Transferee shall remain subject
to the provisions of this Agreement, and each such Permitted Transferee shall so
acknowledge in writing as a condition precedent to the effectiveness of such
transfer.

                                   ARTICLE 4

                         TRANSFER OF REGISTRABLE SHARES;
                               REGISTRATION RIGHTS

     4.1 Restrictive Legend. Each certificate representing Shares shall, except
as otherwise provided in this Article 4, be stamped or otherwise imprinted with
a legend substantially in the following form (in addition to any legend required
under applicable state or foreign securities laws):

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR
          SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED
          IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH
          SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
          AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF."


                                     -xiii-
<PAGE>
     Upon request of a holder of such a certificate, the Corporation shall
remove the foregoing legend from the certificate or issue to such holder a new
certificate therefor free of such legend if there is an effective registration
statement covering the securities represented by such certificate or, with such
request, the Corporation shall have received either the opinion of counsel or
no-action letter referred to in Section 4.2 (unless such opinion of counsel or
no-action letter is not required by Section 4.2), subject in each case to the
continued effectiveness of such registration statement, opinion of counsel or
no-action letter.

     4.2 Notice of Proposed Transfer. Notwithstanding any other provisions of
this Agreement, prior to any proposed sale, pledge, hypothecation or other
transfer of any Shares, the holder thereof shall give written notice to the
Corporation of its intention to effect such sale, pledge, hypothecation or other
transfer. Each such notice shall describe the manner of the proposed sale,
pledge, hypothecation or other transfer and, if requested by the Corporation,
shall be accompanied by either (i) an opinion of counsel reasonably satisfactory
to the Corporation to the effect that the proposed sale, pledge, hypothecation
or other transfer may be effected without registration under the Securities Act
or (ii) a "no action" letter from the Commission to the effect that the
distribution of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect
thereto (it being understood that if such transfer is intended to be pursuant to
the provisions of Rule 144 under the Securities Act, the Corporation shall not
require an opinion of counsel or no-action letter), whereupon the holder of such
securities shall be entitled to transfer such securities in accordance with the
terms of its notice. Each certificate for Shares transferred as provided above
shall bear the appropriate restrictive legend set forth in Section 4.1, except
that such certificate shall not bear such legend if (i) such transfer is in
accordance with the provisions of Rule 144 under the Securities Act (or any
other rule permitting public sale without registration under the Securities Act)
or (ii) the opinion of counsel or "no-action" letter referred to above is to the
further effect that the transferee and any subsequent transferee (other than an
affiliate of the Corporation) would be entitled to transfer such securities in a
public sale without registration under the Securities Act or that such legend is
not required to establish compliance with any provisions of the Securities Act.
Notwithstanding any other provision hereof, the restrictions provided for in
this Section 4.2 shall not apply to securities which are not required to bear
the legend prescribed by Section 4.1 in accordance with the provisions of that
Section.

     4.3 "Market Stand-Off" Agreement. Each of the Stockholders hereby agrees,
severally and not jointly, if requested by the Corporation and an underwriter of
Common Stock of the Corporation, not to directly or indirectly sell, offer to
sell, contract to sell (including, without limitation, any short sale or other
similar hedging transaction), grant any option to purchase or otherwise transfer
or dispose of (other than to transferees who agree to be similarly bound) any
Common Stock of the Corporation held by such Stockholder (but excluding any
shares acquired in or following the Corporation's initial public offering)
during the ninety (90) to one hundred and eighty (180) day period to be
specified by such underwriter following the effective date of the registration
statement for the Corporation's Qualified Initial Public Offering, provided
that, the Stockholder shall not be bound by the provisions of this Section 4.3
unless all officers and directors of the Corporation, all holders of five
percent (5%) or greater of the outstanding Common Stock of the Corporation and
all other Stockholders holding Shares enter


                                     -xiv-
<PAGE>
into similar agreements, and, provided further, that, the Corporation shall,
upon request by any Investor, use its reasonable efforts to cause the managing
underwriter to agree to permit periodic early releases of the Common Stock held
by the Investors that is subject to the foregoing restrictions and, in the event
that the managing underwriter permits such early releases, the Common Stock held
by all Investors is released on a pro rata basis. The Corporation may impose
stop-transfer instructions with respect to the securities subject to the
foregoing restriction until the end of said period. Each of the Stockholders
agrees to sign such agreements or documents reasonably requested by the
Corporation and/or the managing underwriters relating to and consistent with the
provisions of this Section 4.3.

                                    ARTICLE 5

                               BOARD OF DIRECTORS

     5.1 Election of Directors. Each Stockholder shall take or cause to be taken
such actions as may be required from time to time to establish and maintain the
number of persons comprising the Board of Directors of the Corporation at up to
six (6), and to elect as directors representatives designated by the Founders
provided that a minimum of two (2) of the six directors shall not be a member of
senior management of the Corporation ("Outside Director(s)").

     Without limiting the generality of the foregoing, at each annual meeting of
the Stockholders, and at each special meeting of the Stockholders called for the
purpose of electing directors of the Corporation, and at any time at which the
Stockholders have the right to, or shall, elect directors of the Corporation,
then, and in each event, the Stockholders shall vote all Shares owned by them
(or shall consent in writing in lieu of a meeting of Stockholders, as the case
may be) to set the number of, and to elect persons as, directors of the
Corporation in accordance with this Section 5.1. The Founders may recommend that
the number of Board of Directors from time to time be increased and each
Stockholder shall then elect such additional directors as designated by the
Founders provided that Outside Directors shall at all times represent at least
25% of the membership of the Board of Directors.

     5.2 Removal of Directors; Filling of Vacancies. Each Stockholder shall take
all action necessary to remove forthwith any director when (and only when) such
removal is requested in writing for any reason, with or without cause, by the
Person(s) that designated such director for election. In the case of the death,
resignation or removal as herein provided of a director, each Stockholder shall
vote all Shares owned by it to elect another person designated by the same
Person(s) that designated the deceased, resigning or removed director in
accordance with this Section 5.2 if, at the time such vacancy occurs, such
Person(s) shall have the right to have a person designated by it or them elected
as a director pursuant to Section 5.1. Each Stockholder and the Corporation
agree to use their best efforts to (i) prevent any action from being taken by
the Board of Directors during the period of any vacancy due to the death,
resignation or removal of a director unless the Person entitled to have a person
designated by it to fill such vacancy shall have failed for a period of ten (10)
days after written notice of such


                                      -xv-
<PAGE>
vacancy to designate a replacement and (ii) cause any and all vacancies on the
Board of Directors to be filled in accordance with the provisions of Section
5.1.

     5.3 Committees of Directors. The Board of Directors may, to the extent
permitted by applicable law, designate one or more committees, each committee to
consist of two (2) or three (3) directors of the Corporation, to have and to
exercise any of the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, provided that, to the
extent permitted under applicable law, at least one (1) of the directors elected
pursuant to clause (i) of Section 5.1 shall be entitled to be a member of each
such committee. At any meeting of any such committee, the presence (in person or
by telephone) of such director is required for a quorum. The initial committees
shall be constituted as follows:

          (a) Audit Committee. The Board shall have an audit committee comprised
          of at least three (3) members, two of whom shall be non-management
          directors. Subject to the foregoing, the members of the audit
          committee shall be selected by a simple majority vote of the Board.
          The audit committee must review all financial statements of the
          Corporation and its subsidiaries. The Board must also approve such
          statements.

          (b) Compensation Committee. The Board shall have a compensation
          committee composed of at least three (3) members, two of whom shall be
          non-management directors. Subject to the foregoing, the members of
          such committee shall be selected by a simple majority of the vote of
          the Board. Recommendations to the Board with respect to the
          compensation of the directors and officers of the Corporation and its
          subsidiaries and the granting of stock purchase/option plans will be
          within the mandate of the compensation committee.

          (c) Corporate Compliance Committee. The Board shall have a corporate
          compliance committee composed of at least three (3) members, two of
          whom shall be non-management directors. Subject to the foregoing, the
          members of the corporate compliance committee shall be selected by a
          simple majority vote of the Board. The corporate compliance committee
          must review periodic updates from the Corporation's legal counsel with
          respect to corporate compliance matters.

     5.4 Board of Directors Meetings.

          (a) The Board of Directors of the Corporation and each committee of
          the Board of Directors shall use reasonable efforts to follow the
          following procedures with respect to meetings of the Board of
          Directors and committees thereof:

               (i)  Notice of any meeting of the Board of Directors of the
                    Corporation and of any committees thereof may be given by
                    telephonic, facsimile, electronic mail or other written
                    notice, in each case to be received at least twenty-four
                    (24) hours before any telephonic meeting and at least seven
                    (7) days before any in-person meeting


                                     -xvi-
<PAGE>
                    to each director. Reasonable efforts shall be made to ensure
                    that each director actually receives timely notice of any
                    meeting. At the request of any director, the Corporation, at
                    its cost, will arrange for that director to be able to
                    participate by telephone, videoconference or other similar
                    technology in any such meeting of the Board of Directors or
                    committee thereof, so that such director can be heard by and
                    can hear all other directors participating in the meeting.

               (ii) A reasonably detailed agenda shall be supplied by the
                    directors calling the meeting or by the President (as the
                    case may be) to each director reasonably (but in no event
                    less than twenty-four (24) hours) in advance of each meeting
                    of the Board of Directors of the Corporation or any
                    committee thereof, together with other appropriate
                    documentation with respect to agenda items calling for
                    action by such Board of Directors or committee thereof, to
                    inform directors adequately regarding matters to come before
                    such Board or committee thereof. Any director wishing to
                    place a matter on the agenda for any meeting of the Board of
                    Directors of the Corporation or any committee thereof may do
                    so by communicating with the chairman of the Board of
                    Directors or committee (or, in the absence of any such
                    chairman, the President of the Corporation or another member
                    of such committee, as the case may be) sufficiently in
                    advance of such meeting of the Board of Directors or
                    committee so as to permit timely dissemination to all
                    directors of information with respect to the agenda items.

          (b) The Corporation shall pay the reasonable out-of-pocket travel,
          lodging and other related expenses of all directors elected pursuant
          to Section 5.1 incurred in connection with attendance at meetings of
          the Board of Directors and any committee thereof, and shall not be
          required to pay such costs for individuals other than directors
          attending such meetings.

     5.5 Conflicting Provisions. To the extent that any provision of this
Article 5 is in conflict with or otherwise inconsistent with the By-laws of the
Corporation, the provisions of this Article 5 shall govern and the Corporation
and the Stockholders shall take such action as is necessary to amend the By-laws
to cause them to be consistent with the provisions of this Article 5.

                                   ARTICLE 6

                    AFFIRMATIVE COVENANTS OF THE CORPORATION

     The Corporation covenants and agrees with the Investors that it will
perform and observe the following covenants and provisions, and will cause each
Subsidiary, if and when such


                                     -xvii-
<PAGE>
Subsidiary exists, to perform and observe the following covenants and provisions
as applicable to such Subsidiary.

     6.1 Financial Statements; Other Reports. The Corporation and each
Subsidiary will maintain proper books of account and records in accordance with
U.S. generally accepted accounting principles ("GAAP") applied on a consistent
basis, and will deliver to each Investor:

          (a) Quarterly Reports. Within 45 days of September 30, 2003, an
          unaudited consolidated balance sheet from the period of inception of
          the Corporation and its Subsidiaries to September 30, 2003 and
          thereafter within forty-five (45) days after the end of each of the
          first three (3) quarters of each fiscal year of the Corporation, an
          unaudited consolidated balance sheet of the Corporation and its
          Subsidiaries as of the end of such quarter and the unaudited related
          statements of income and stockholders' equity and of cash flows of the
          Corporation for the period commencing at the end of the previous
          fiscal year, when applicable, and ending with the end of such quarter,
          setting forth in each case in comparative form the corresponding
          figures for the corresponding period of the preceding fiscal year and
          the projections for such current year, all in reasonable detail and
          prepared in accordance with GAAP consistently applied (except for the
          absence of footnotes and subject to normal immaterial year-end
          adjustments consistent with past practice), and duly certified by the
          Chief Financial Officer or Treasurer of the Corporation.

          (b) Annual Reports. As soon as practicable and, in any event, within
          ninety (90) days after the end of each fiscal year of the Corporation,
          a copy of the annual audit report for such year for the Corporation,
          including therein a consolidated balance sheet of the Corporation and
          its Subsidiaries as of the end of such fiscal year and statements of
          income and stockholders' equity and of cash flows of the Corporation
          for such fiscal year, setting forth in each case in comparative form
          the corresponding figures for the preceding fiscal year, all duly
          certified by the Corporation's independent public accountants.

          (c) Projections. As soon as practicable and, in any event, at least
          thirty (30) days prior to the commencement of each fiscal year, a
          business plan, in detail for the fiscal year, monthly operating
          expense and profit and loss projections, quarterly cash flow
          projections and a capital expenditure budget for the fiscal year
          including itemization of provisions for officers' compensation and
          each Subsidiary's operation, and, as soon as practicable, any
          revisions or modifications to any of the foregoing. The business plans
          and projections so delivered, and any proposed revisions and
          modifications thereto, shall have been approved by the Corporation's
          Board of Directors.

          (d) Written Reports. Promptly upon receipt thereof, any written report
          submitted to the Corporation by independent public accountants in
          connection


                                    -xviii-
<PAGE>
          with an annual or interim audit of the books of the Corporation and
          its Subsidiaries made by such accountants.

          (e) Stockholder Reports. Promptly after sending, making available, or
          filing the same, such reports and financial statements as the
          Corporation shall send or make generally available to all of the
          Stockholders of the Corporation.

          (f) Notice of Proceedings. Promptly after the commencement thereof,
          notice of all actions, suits and proceedings before any court or
          governmental department, commission, board, bureau, agency or
          instrumentality, domestic or foreign, materially affecting the
          Corporation or its Subsidiaries, any Intellectual Property Rights of
          the Corporation or its Subsidiaries, or any other assets of the
          Corporation or its Subsidiaries or any key employee or officer (in
          their capacity as such).

          (g) Notice of Adverse Changes. Promptly after the occurrence thereof
          and in any event within ten (10) business days after it becomes aware
          of each occurrence, notice of any material adverse change in the
          business, assets, properties, management, prospects, operations or
          financial condition of the Corporation or its Subsidiaries.

          (h) Commission Reports and Other Information. Promptly upon becoming
          available: (i) copies of all financial statements, minutes, reports,
          press releases, notices, proxy statements and other documents sent by
          the Corporation to its Stockholders or released to the public and
          copies of all regular and periodic reports, if any, filed by the
          Corporation with the Commission or any securities exchange or
          self-regulatory organization; and (ii) any other financial or other
          information available to management of the Corporation that any of the
          Rights Stockholders shall have reasonably requested.

     Neither the foregoing provisions of this Section 6.1 nor any other
provision of this Agreement shall be in limitation of any rights which an
Investor may have with respect to the books and records of the Corporation and
its Subsidiaries, or to inspect their properties or discuss their affairs,
finances and accounts, under the laws of the jurisdictions in which they are
incorporated.

     Management reserves the right that if it is of the view that it is in the
best interests of the Corporation to withhold any information of adverse changes
or material information about the Corporation from its Stockholders, it may
determine not to provide such information or delay providing such information to
Investors and Stockholders provided that management acts in the best interests
of the Corporation.

     6.2 Independent Accountants. The Corporation will retain independent public
accountants of recognized national standing approved by the Corporation's Board
of Directors, who shall certify the Corporation's consolidated financial
statements at the end of each fiscal


                                     -xix-
<PAGE>
year. In the event the services of the independent public accountants so
selected, or any firm of independent public accountants hereafter employed by
the Corporation are terminated, the Corporation will promptly thereafter notify
each Stockholder and will request the firm of independent public accountants
whose services are terminated to deliver to each Stockholder a letter of such
form setting forth the reasons for the termination of their services. In the
event of such termination, the Corporation will promptly thereafter engage
another such firm of independent public accountants in accordance with the
provisions of the first sentence of this Section 6.2.

     6.3 Preservation of Corporate Existence. The Corporation and each
Subsidiary will preserve and maintain its corporate existence, rights,
franchises and privileges in the jurisdiction of its incorporation, and qualify
and remain qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary or desirable in view of its business and operations
or the ownership of its properties. The Corporation and its Subsidiaries will
use its best efforts to maintain all of its properties used or useful in the
conduct of its business in good condition, and cause to be made all necessary,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Corporation may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 6.3 shall prevent the
Corporation or any of its Subsidiaries from discontinuing the operation and
maintenance of any of its properties if such discontinuance is, in the judgment
of the Corporation, desirable in the conduct of its business.

     6.4 Compliance With Laws. The Corporation will comply, and cause each of
its Subsidiaries to comply, with all applicable laws, rules, regulations and
orders of any governmental authority.

     6.5 Compensation. All executive compensation and all policies relating
thereto shall be approved in advance by the Corporation's Board of Directors.

     6.6 Termination. With the exception of Section 4.3 herein, the respective
rights and obligations of the parties under this Agreement shall terminate upon
the consummation of the Corporation's Qualified Initial Public Offering or upon
Stockholder's holding not less than 75% of the Shares that are subject to this
Agreement agreeing in writing to terminate this Agreement.

                                    ARTICLE 7

                                  MISCELLANEOUS

     7.1 Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by
facsimile transmission, (iii) sent by overnight courier or (iv) sent by
registered or certified mail, return receipt requested, postage prepaid.


                                      -xx-
<PAGE>
     If to the Corporation:

               Gryphon Gold Corporation
               1153 Bergen Parkway, Suite M290
               Evergreen, Colorado 80439
               Attention: Allen Gordon
               Phone: (303) 679-9819
               Fax: (303) 679-9589

     With a copy to (which shall not constitute notice):

               Snell & Wilmer L.L.P.
               One South Church Avenue
               Tucson, Arizona 85701
               Attention: Lowell Thomas
               Phone: (520) 882-1221
               Fax: (520) 884-1294

     If to the Stockholders: To the addresses set forth on the Stockholder's
Subscription Agreements.

     All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if made by facsimile transmission, at the time that receipt thereof has
been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day (or if sent overseas, on the second
business day) following the day such notice is delivered to the courier service
or (iv) if sent by registered or certified mail, on the fifth business day (or
if sent overseas, on the tenth business day) following the day such mailing is
made.

     7.2 Waivers and Amendments. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in any particular instance), only with the written consent of the Corporation
and holders of 75% of the issued Shares; provided, however, that in the event
that such amendment or waiver adversely effects the rights or obligations of the
Stockholder without having a similar adverse effect on the rights of all
Stockholders, such amendment or waiver shall also require the additional written
consent of the Stockholders adversely effected. Any waiver or amendment effected
in accordance with the terms hereof shall be binding upon all Stockholders and
the Corporation. Exhibits A-1 and A-2 hereto shall be amended from time to time
to reflect the acquisition or disposition or transfer of any Capital Stock by
any party hereto in accordance with the terms hereof without further action by
the Stockholders or the Corporation.

     7.3 Successors and Assigns. All statements, representations, warranties,
covenants and agreements in this Agreement shall be binding on the parties
hereto and shall inure to the benefit of the respective successors and assigns
of each party hereto. Nothing in this Agreement


                                     -xxi-
<PAGE>
shall be construed to create any rights or obligations except among the parties
hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.

     7.4 Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the State of Arizona, without giving effect to
the conflicts of law principles thereof.

     7.5 Severability. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unenforceable in any respect, then such provision shall be
deemed limited to the extent that such court deems it enforceable, and as so
limited shall remain in full force and effect. In the event that such court
shall deem any such provision, or portion thereof, wholly unenforceable, the
remaining provisions of this Agreement shall nevertheless remain in full force
and effect.

     7.6 Interpretation. The parties hereto acknowledge and agree that: (i) each
party and its counsel reviewed and negotiated the terms and provisions of this
Agreement and have contributed to its revision; (ii) the rule of construction to
the effect that any ambiguities are resolved against the drafting party shall
not be employed in the interpretation of this Agreement; and (iii) the terms and
provisions of this Agreement shall be construed fairly as to all parties hereto
and not in favor of or against any party, regardless of which party was
generally responsible for the preparation of this Agreement.

     7.7 Headings and Captions. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or
provisions hereof.

     7.8 Enforcement. Each of the parties hereto acknowledges and agrees that
the rights acquired by each party hereunder are unique and that irreparable
damage would occur in the event that any of the provisions of this Agreement to
be performed by the other parties were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, in addition to any other
remedy to which the parties hereto are entitled at law or in equity, each party
hereto shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement by any other party and to enforce specifically the terms and
provisions hereof in any federal or state court to which the parties have agreed
hereunder to submit to jurisdiction.

     7.9 No Waiver of Rights, Powers and Remedies. No failure or delay by a
party hereto in exercising any right, power or remedy under this Agreement, and
no course of dealing among the parties hereto, shall operate as a waiver of any
such right, power or remedy of the party. No single or partial exercise of any
right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or
remedy, shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The election of any
remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not
expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other


                                     -xxii-
<PAGE>
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand.

     7.10 Counterparts. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     7.11 Aggregation of Stock. All shares of Capital Stock held by any
Stockholder and its Affiliates shall be aggregated for determining the
availability of any rights under this Agreement.

     7.12 Confidentiality. Each Stockholder agrees to hold all confidential
information received pursuant to this Agreement in confidence, and not to use or
disclose any of such information to any third party, except to the extent that
such information may be made publicly available by the Corporation and other
than to monitor and maintain its investment in the Corporation; provided,
however, that any Stockholder may, in the ordinary course of business, provide
the financial results of the Corporation to its Stockholders, partners or
members in the same manner such information is provided by such Stockholder with
respect to its portfolio companies.


                                    -xxiii-
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed by
their duly authorized representative this Investor Rights Agreement as of the
date first written above.

                                        CORPORATION:

                                        GRYPHON GOLD CORPORATION


                                        By: Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        FOUNDERS:


                                        By: /s/ Albert Matter
                                            ------------------------------------
                                            Albert Matter


                                        By: /s/ Allen Gordon
                                            ------------------------------------
                                            Allen Gordon


                                        INVESTORS:


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                     -xxiv-
<PAGE>
                                   EXHIBIT A-1

                            GRYPHON GOLD CORPORATION

<TABLE>
<S>                                     <C>
STOCKHOLDERS AND OPTIONS LOG
AUTHORIZED SHARES                       75,000,000
Total Outstanding Shares                14,376,000
Total Options Granted                            0
Total Options % of Outstanding Shares
</TABLE>

<TABLE>
<CAPTION>
                                                 QUANTITY
                                                  COMMON
                                                   STOCK      PRICE                PROV
OWNER                                            INSIDERS   PER SHARE   COUNTRY   STATE
-----                                            --------   ---------   -------   -----
<S>                                 <C>          <C>        <C>         <C>       <C>
Gordon, Allen                                     375,000     0.100       USA       CO
Gordon, Allen                                     350,000     0.100       USA       CO
Gordon, Allen                                     275,000     0.100       USA       CO
Gordon, Allen                                     500,000     0.100       USA       CO
Matter Albert                                     375,000     0.100       CAN       BC
Matter Albert                                     350,000     0.100       CAN       BC
Matter Albert                                     275,000     0.100       CAN       BC
Matter Albert                                     500,000     0.100       CAN       BC
Gordon, Allen                                     500,000     0.150       USA       CO
Gordon, Allen                                     250,000     0.150
Herald Christoper                                 166,667     0.150       USA       CO
Herald Christoper                                 333,333     0.150       USA       CO
Hughes Richard                                    250,000     0.150       CAN       BC
Hughes Richard                                    250,000     0.150       CAN       BC
Ker Tony                                          125,000     0.150       CAN       BC
Ker Tony                                          250,000     0.150       CAN       BC
Ker Tony                                          125,000     0.150       CAN       BC
Matter Albert                                     500,000     0.150       CAN       BC
Matter Albert                                     250,000     0.150
Ranta Donald E                                     67,500     0.150       USA       CO
Ranta Donald E                                     67,500     0.150       USA       CO
Ranta Donald E                                     95,000     0.150
Ranta Donald E                                    135,000     0.150       USA       CO
Ranta Donald E                                    135,000     0.150       USA       CO
Hughes Richard                                    250,000     0.200       CAN       BC
Ker Tony                                          175,000     0.200       CAN       BC
Ker Tony                                           50,000     0.200       CAN       BC
Ker Tony                                          200,000     0.200       CAN       BC
Ker Tony                                           37,500     0.200       CAN       BC
Ker Tony                                           37,500     0.225       CAN       BC
Hughes Richard                                    250,000     0.225       CAN       BC
Total Insiders                       7,500,000
Shareholders over 5%                 1,500,000
Other share holders @$0.20/share     4,903,500
Other share holders @$0.225/share      472,500
                                    14,376,000
</TABLE>


                                      -xxv-
<PAGE>
                                   EXHIBIT A-2

                               CERTAIN DEFINITIONS

     As used in this Agreement, the following terms shall have the following
respective meanings:

     "Affiliate" has the meaning ascribed to that term in Rule 12b-2 under the
Exchange Act, or any successor rule.

     "Capital Stock" means, as to any Person that is a corporation, the
authorized shares of such Person's capital stock, including all classes of
common, preferred, voting and nonvoting capital stock, and, as to any Person
that is not a corporation or an individual, the ownership interests in such
Person, including, without limitation, the right to share in profits and losses,
the right to receive distributions of cash and property, and the right to
receive allocations of items of income, gain, loss, deduction and credit and
similar items from such Person, whether or not such interests include voting or
similar rights entitling the holder thereof to exercise control over such
Person.

     "Certificate of Incorporation" means the Corporation's amended and restated
certificate of incorporation filed with the Secretary of State of Nevada on or
about the date hereof, as amended and/or restated from time to time.

     "Commission" means the Securities and Exchange Commission and any successor
agency of the federal government administering the Securities Act and the
Exchange Act.

     "Common Stock" means (i) the Common Stock, as otherwise defined in this
Agreement, (ii) any other Capital Stock of the Corporation, however designated,
authorized on or after the date hereof, which shall neither be limited to a
fixed sum or percentage of par value in respect of the rights of the holders
thereof to participate in dividends nor entitled to a preference in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation and (iii) any other securities into
which or for which any of the securities described in clause (i) or (ii) may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, consolidation, sale of assets or other similar transaction.

     "Control" means ownership of more than 50% of the outstanding voting Common
Stock; or the right to elect or appoint directly or indirectly, a majority of
directors of the Corporation.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any similar or successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

     "Founders" means Albert Matter and Allan Gordon.

     "Fully Converted Basis" at any time means that all options, warrants or
other rights of any kind to acquire Common Stock and all securities convertible
or exchangeable into Common


                                       -i-
<PAGE>
Stock outstanding at that time shall be deemed to have been fully exercised,
converted or exchanged, as the case may be, and the Common Shares issuable as a
result thereof shall be deemed to have been fully issued and to form part of the
holdings of the Person(s) entitled to receive such Common Stock.

     "Person" means an individual, corporation, partnership, limited liability
Corporation, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

     "Qualified Initial Public Offering" shall mean a firm commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act covering the offer and sale of Common Stock in which
(i) had an initial public offering price per share of not less than $1.00,
subject to equitable adjustment whenever there shall occur a stock dividend,
distribution, combination of shares, reclassification or other similar event
with respect to the Common Stock) and (ii) resulting in gross proceeds to the
Corporation of not less than $5,000,000.00 or alternatively the Corporation
receives regulatory approval to have its stock listed for trading on the Toronto
Stock Exchange, the TSX Venture Exchange, the New York Stock Exchange, the
American Stock Exchange, the NASDAQ Stock Market or it receives regulatory
approval to have its stock quoted on the National Association of Security
Dealers Automated Quotation (NASDAQ) OTC bulletin board.

     The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement, or, as the context may require, under the Exchange Act
or applicable state securities laws.

     "Securities Act" means the Securities Act of 1933, as amended, and any
similar or successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

     "Shares" means Capital Stock.

     "Subsidiary" or "Subsidiaries" means any corporation, partnership, limited
liability Corporation, trust or other entity of which the Corporation and/or any
of its other Subsidiaries directly or indirectly owns at the time a majority of
the outstanding shares of any class of equity security of such corporation,
partnership, limited liability Corporation, trust or other entity.


                                      -ii-
<PAGE>
                                   SUPPLEMENT

                                       TO

                            INVESTOR RIGHTS AGREEMENT

     WHEREAS, all Stockholders of the Corporation have entered into the attached
Investor Rights Agreement dated as of May 1, 2003, as supplemented from time to
time;

     WHEREAS, the Investor Rights Agreement contemplates new investors investing
in the Corporation from time to time;

     WHEREAS, the Corporation proposes to issue and sell up an aggregate of ten
million (10,000,000) shares of its Common Stock at a price of US $0.65 cents per
share to investors pursuant to the terms of an Accredited Investor Stock
Purchase Agreement;

     WHEREAS, the new investors will become a party to the Investor Rights
Agreement; and

     WHEREAS, the new investors will assume the same rights and obligations
obtained by previous investors identified as participants of the "First Round
Offering" in the Investor Rights Agreement.

                             SUPPLEMENTAL PROVISION

     This Supplement to the Investor Rights Agreement and the Canadian and U.S.
Accredited Investor Subscription Agreement forms part of the Investor Rights
Agreement and Subscription Agreement, where applicable, and for greater
certainty all references to Article 2 of the Investor Rights Agreement and
elsewhere to the First Round Offering shall be deemed for all intents and
purposes herein to refer to the terms and conditions of the current proposed
offering of Common Stock at a price of $0.65 per share. Notice is also hereby
provided that the Termination Date pursuant to Section 6 of the Subscription
Agreement has been extended to October 31, 2004.


                                      -iii-
<PAGE>
                               FIRST AMENDMENT TO

                            GRYPHON GOLD CORPORATION

                            INVESTOR RIGHTS AGREEMENT

DEAR SHAREHOLDER:

OUR LEGAL COUNSEL HAS REQUESTED THAT YOU SIGN THE ENCLOSED FIRST AMENDMENT TO
THE INVESTOR RIGHTS AGREEMENT WHICH CLARIFIES THAT ALL NEW SHAREHOLDERS WHO SIGN
THE AGREEMENT ARE CONFIRMED AS PARTIES TO THE AGREEMENT.


                                      -iv-
<PAGE>
                               FIRST AMENDMENT TO

                            GRYPHON GOLD CORPORATION

                            INVESTOR RIGHTS AGREEMENT

     This FIRST AMENDMENT (the "Amendment") to the Investor Rights Agreement
(the "Agreement") is made and entered into this ________ May, 2005, by and among
Gryphon Gold Corporation, a Nevada corporation (the "Corporation") and the
undersigned stockholders hereto (individually a "Stockholder" and collectively,
as "Stockholders").

                                    RECITALS

     A.   On May 1, 2003 the Corporation and certain Stockholders entered into
          the Agreement for the purposes of purchasing shares of common stock of
          the Corporation and to provide for certain rights and restrictions
          relative thereto.

     B.   The Corporation and the undersigned Stockholders deem it to be in the
          best interest of all parties to amend the Agreement to specifically
          provide for the inclusion of future Stockholders, which will be bound
          by and subject to the same rights and obligations under the Agreement
          as the undersigned.

     NOW THEREFORE, in consideration of the covenants and agreements set forth
herein, the parties hereto agree as follows:

     1.   The undersigned Stockholder acknowledges, confirms and agrees that the
          Agreement is a valid, binding and enforceable obligation, in
          accordance with its terms, granting to each party who has executed the
          Agreement, or any amendments or supplements thereto, all of the rights
          and obligations of a Stockholder under the Agreement.

     2.   The following Section 7.13 is hereby added to the Agreement:

          "7.13 Future Stockholders.

          Each and every stockholder who enters into this Agreement after the
          date hereof, shall be granted each of the rights and be bound by and
          subject to each of the obligations of this Agreement as a Stockholder,
          and the Agreement, or any amendments or supplements hereto, is valid,
          binding and enforceable in accordance with its terms."

     3.   The Agreement, except as modified by this Amendment, remains in full
          force and effect.


                                       -v-
<PAGE>
     4.   This Amendment may be executed in multiple counterparts, each of which
          shall be deemed an original, but all of which together shall
          constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed or caused to be executed
by their duly authorized representative this Amendment as of the date first
above written.

                                        CORPORATION:

                                        GRYPHON GOLD CORPORATION, a Nevada
                                        corporation


                                        By: /s/ Allen Gordon
                                            ------------------------------------
                                        Its: Chairman


                                        STOCKHOLDER:


                                        Signed:
                                                --------------------------------
                                        Print Name
                                                   -----------------------------


                                      -vi-
<PAGE>
                                                        DOCUMENT TO BE SIGNED BY
                                                        SHAREHOLDER

                               SECOND AMENDMENT TO

                            GRYPHON GOLD CORPORATION

                            INVESTOR RIGHTS AGREEMENT

     This SECOND AMENDMENT (the "Amendment") to the Investor Rights Agreement
(the "Agreement") is made and entered into this 2nd day of August 2005, by and
among Gryphon Gold Corporation, a Nevada corporation (the "Corporation") and the
stockholders, as defined in the Agreement ("Stockholders").

RECITALS

     WHEREAS, the Corporation and the undersigned Stockholders deem it to be in
the best interest of all parties to amend the Agreement to enable the
Corporation flexibility to negotiate and structure the terms of potential future
offerings; and

     WHEREAS, Section 7.2 of the Agreement provides that any term of the
Agreement may be amended with the written consent of the Corporation and holder
of 75% of the issued shares, as defined in the Agreement ("Shares");

     NOW THEREFORE, in consideration of the covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

     1. Section 4.3 of the Investor Rights Agreement currently provides as
     follows:

     "Market Stand-Off" Agreement. Each of the Stockholders hereby agrees,
     severally and not jointly, if requested by the Corporation and an
     underwriter of Common Stock of the Corporation, not to directly or
     indirectly sell, offer to sell, contract to sell (including, without
     limitation, any short sale or other similar hedging transaction), grant any
     option to purchase or otherwise transfer or dispose of (other than to
     transferees who agree to be similarly bound) any Common Stock of the
     Corporation held by such Stockholder (but excluding any shares acquired in
     or following the Corporation's initial public offering) during the ninety
     (90) to one hundred and eighty (180) day period to be specified by such
     underwriter following the effective date of the registration statement for
     the Corporation's Qualified Initial Public Offering, provided that, the
     Stockholder shall not be bound by the provisions of this Section 4.3 unless
     all officers and directors of the Corporation, all holders of five percent
     (5%) or greater of the outstanding Common Stock of the Corporation and all
     other Stockholders holding Shares enter into similar agreements, and,
     provided further, that, the Corporation shall, upon request by any
     Investor, use its reasonable efforts to cause the managing underwriter to
     agree to permit periodic early releases of the Common Stock held by the
     Investors that is subject to the foregoing restrictions and, in the event
     that the managing underwriter permits such early releases,


                                      -vii-
<PAGE>
     the Common Stock held by all Investors is released on a pro rata basis. The
     Corporation may impose stop-transfer instructions with respect to the
     securities subject to the foregoing restriction until the end of said
     period. Each of the Stockholders agrees to sign such agreements or
     documents reasonably requested by the Corporation and/or the managing
     underwriters relating to and consistent with the provisions of this Section
     4.3.

     Section 4.3 of the Investor Rights Agreement is hereby amended to read as
     follows:

     "Market Stand-Off" Agreement. Each of the Stockholders hereby agrees,
     severally and not jointly, if requested by the Corporation and an
     underwriter of Common Stock of the Corporation, not to directly or
     indirectly sell, offer to sell, contract to sell (including, without
     limitation, any short sale or other similar hedging transaction), grant any
     option to purchase or otherwise transfer or dispose of (other than to
     transferees who agree to be similarly bound) any Common Stock of the
     Corporation held by such Stockholder (but excluding any shares acquired in
     or following the Corporation's initial public offering) during the
     period(s) to be specified by such underwriter following the effective date
     of the registration statement for the Corporation's Qualified Initial
     Public Offering (which period may, potentially, exceed one hundred eighty
     (180) days), provided that, the Stockholder shall not be bound by the
     provisions of this Section 4.3 unless all officers and directors of the
     Corporation, all holders of five percent (5%) or greater of the outstanding
     Common Stock of the Corporation and all other Stockholders holding Shares
     have entered into or are contractually or legally obligated (under this
     Section 4.3 or otherwise) to enter into similar agreements, and, provided
     further, that, the Corporation shall, upon request by any Investor, use its
     reasonable efforts to cause the managing underwriter to agree to permit
     periodic early releases of the Common Stock held by the Investors that is
     subject to the foregoing restrictions and, in the event that the managing
     underwriter permits such early releases, the Common Stock held by all
     Investors is released on a pro rata basis. The Corporation may impose
     stop-transfer instructions with respect to the securities subject to the
     foregoing restriction until the end of said period(s). Each of the
     Stockholders agrees to sign such agreements or documents reasonably
     requested by the Corporation and/or the managing underwriters relating to
     and consistent with the provisions of this Section 4.3.

     2. The definition for "Qualified Initial Public Offering" currently
provides as follows:

          "Qualified Initial Public Offering" shall mean a firm commitment
     underwritten public offering pursuant to an effective registration
     statement under the Securities Act covering the offer and sale of Common
     Stock in which (i) had an initial public offering price per share of not
     less than $1.00, subject to equitable adjustment whenever there shall occur
     a stock dividend, distribution, combination of shares, reclassification or
     other similar event with respect to the Common Stock) and (ii) resulting in
     gross proceeds to the Corporation of not less than $5,000,000.00 or
     alternatively the Corporation receives regulatory approval to have its
     stock listed for trading on the Toronto Stock Exchange, the TSX Venture
     Exchange, the New York Stock Exchange, the American Stock


                                     -viii-
<PAGE>
     Exchange, the NASDAQ Stock Market or it receives regulatory approval to
     have its stock quoted on the National Association of Security Dealers
     Automated Quotation (NASDAQ) OTC bulletin board.

     The definition for "Qualified Initial Public Offering" is hereby amended to
     read as follows:

          "Qualified Initial Public Offering" shall mean a firm commitment or
     best efforts underwritten public offering pursuant to an effective
     registration statement under the Securities Act covering the offer and sale
     of Common Stock resulting in gross proceeds to the Corporation of not less
     than $5,000,000.00 or alternatively the Corporation receives regulatory
     approval to have its stock listed for trading on the Toronto Stock
     Exchange, the TSX Venture Exchange, the New York Stock Exchange, the
     American Stock Exchange or the NASDAQ Stock Market or it receives
     regulatory approval to have its stock quoted on the National Association of
     Security Dealers Automated Quotation (NASDAQ) OTC bulletin board.

     3. The Agreement, except as modified by this Amendment, remains in full
force and effect.

     4. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to
this Amendment via telephone facsimile transmission will be effective delivery
of a manually executed counterpart of this Amendment.

     5. This Amendment shall become effective and binding on the Corporation and
all Stockholders once executed counterparts to the signature page hereto have
been delivered to the Corporation by Stockholders holding 75% or more of the
issued Shares, and this Amendment has been executed by the Corporation.


                                      -ix-
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed or caused to be executed
by their duly authorized representative this Amendment as of the date first
above written.

                                        CORPORATION:

                                        GRYPHON GOLD CORPORATION, a
                                        Nevada corporation


                                        By: /s/ ALBERT MATTER
                                            ------------------------------------
                                        Its: Chairman


                                        STOCKHOLDER:


                                        Signed:
                                                --------------------------------
                                        Print Name:
                                                    ----------------------------


                                       -x-