Exhibit 10.1 Big Jim Agreement dated May 10, 1979  AGREEMENT THIS AGREEMENT is made and entered
into as of the  10th day of May,1979 by and
between the following parties: BULLION MONARCH COMPANY, a Utah
corporation (BULLION); POLAR RESOURCES CO., a Nevada corporation (POLAR); UNIVERSAL GAS
(MONTANA), INC., a Montana corporation, and UNIVERSAL EXPLORATIONS, LTD., a
Canadian corporation (UNIVERSAL); CAMSELL RIVER
INVESTMENTS, LTD., a Canadian corporation (CAMSELL); LAMBERT
MANAGEMENT LTD., a Canadian corporation (LAMBERT) and ELTEL
HOLDINGS LTD., a Canadian corporation (ELTEL);  W I T N E S S E T H:  WHEREAS the
parties hereto would all profit from the mining of and production of certain
mining properties located in the Lynn Mining District, Eureka County, Nevada,
more fully described in Exhibit A-l attached hereto and incorporated herein by
reference, hereinafter collectively referred to as the "Subject Property;"
and  WHEREAS the
parties have interest in exploring a wider range of mineral properties in which
the Subject Property is embedded, hereinafter referred to as the "Area of
Interest," more fully described in Exhibit A-2 attached hereto and incorporated
herein by reference; and  WHEREAS the
parties hereto are desirous of developing the Subject Property's mineral
potential by building adequate milling facilities and developing a mine ("the
Project"); and  WHEREAS BULLION
purports to own a royalty interest in and to the Subject Property as is more
fully set forth in Exhibit A-1;  WHEREAS POLAR
purports to own a 100% interest in and to part of the Subject Property as is
more fully set forth in Exhibit subject to possible outstanding interests and
royalties, purports to own a 100% interest in and to other portions of the
Subject Property as is more fully set forth in Exhibit A-1, and has under a
lease and Option a 771⁄2% interest to other portions of the Subject Property;
and  WHEREAS CAMSELL,
LAMBERT and ELTEL are interrelated organizations acting in concert as to the
Subject Property, collectively being referred to hereinafter as
"CAMSELL" unless specifically referred to otherwise, and have
invested monies in the development of the Subject Property to date, their
interest and relationship to the Project being governed by that certain Letter
Agreement with Polar dated March 14, 1979, as amended by the letters of March
16,1979, April 6, 1979 and April 10, 1979, attached thereto, all attached hereto
as Exhibit B; and  WHEREAS UNIVERSAL
GAS (MONTANA), INC. is presently financing further development of the mining and
production potential of the Subject Property, primarily for the production of
precious metals basically under the terms of that certain Agreement with POLAR
dated March 14, 1979 attached hereto as Exhibit C; and  WHEREASUNIVERSAL EXPLORATIONS, LTD. is prepared and able to guarantee the financial
obligations of UNIVERSAL GAS (MONTANA) INC. contained herein, both corporations
wil1 be collectively re­ferred to as UNIVERSAL herein with the understanding
amongst the parties
hereto that UNIVERSAL GAS (MONTANA), INC. will be the active participant
referred to as UNIVERSAL while any reference to UNIVERSAL EXPLORATIONS, LTD.
under the collective term UNIVERSAL speaks only to its financial backing of the
UNIVERSAL obligations recited herein;  NOW THEREFORE,
in consideration of the conditions, covenants, promises, obligations, payments
and agreements herein contained, the parties agree as follows:        SOLE AGREEMENT:  2.         
OWNERSHIP OF SUBJECT PROPERTY: That as between the parties hereto it is
understood and agreed that the ownership of the Subject Property as presently
constituted is as set forth in Exhibit A-1 attached hereto, subject only to the
terms and conditions of this Agreement specifically referred to herein. In
addition, it is understood, agreed and warranted amongst the parties hereto that
except for
agreements, deeds and other documents specifically mentioned herein that none of
the parties hereto, individually, in combination or collectively, have conveyed
or encumbered the Subject Property.  A. Simultaneously
herewith, BULLION shall execute and deliver a Grant Deed to UNIVERSAL conveying
all of its right, title and interest in the Subject Property to UNIVERSAL. Such
interest of BULLION conveyed to UNIVERSAL shall be subject to the payment
provisions of Paragraph 4, infra.  B. Simultaneously
herewith, POLAR shall execute and de-liver a Grant Deed to UNIVERSAL
conveyingall of its right, title and interest in the Subject Property to
UNIVERSAL, subject to the terms and conditions of the `arch 14, 1979 POLAR -
UNIVERSAL, Agreement.  C. Simultaneously
herewith, CAMSEEL shall execute and deliver a Quitclaim Deed to UNIVERSAL
conveying and quitclaiming all of its right, title and interest in the Subject
Property to UNIVERSAL.  D. At all times
pertinent hereto, UNIVERSAL shall have the right to pledge or
otherwise hypothecate the titles to any persons, or the whole of, the
Subject Property for the purpose of obtaining financing for development of the
Subject Property, except that no more than a total of FIFTY PERCENT (50%) of the
then current market value of such property shall be so hypothecated or
encumbered. At the time, under the March 14, 1979 Agreement, Exhibit C,
UNIVERSAL reaches the "earning point", its conveyance to POLAR of 50% interest
shall be unencumbered.  3.           
UNIVERSAL AS OPERATOR: That on March 14, 1979 POLAR and UNIVERSAL entered
into an Agreement, a copy of which is attached hereto as Exhibit C and
incorporated herein by reference, whereby UNIVERSAL, under the terms and
conditions thereof, was to become the sole and only operator of the mineral
production from the Subject Property as of March 1, 1979, and that all of the
parties hereto agree to the terms of said Agreement allowing UNIVERSAL the sole
and only control over further development and production from the Subject
Property pursuant to the March 14, 1979 Agreement and ratify the same as if they
had been signatory thereto.  4.            PAYMENTS
TO BULLION:  A. Commencing May
1, 1979, UNIVERSAL shall pay to BULLION an advance minimum royalty of $2,500.00
each and every month through October 1979 or until gross production sales from
the Subject Property have reached the amount of $62,500.00 per month, whichever
comes first.  B. Commencing on November 1, 1979,
UNIVERSAL  shall pay to BULLION an advance minimum royalty of $5,000.00
each and every month until gross production sales from the Subject Property has
reached The amount of $125,000.00 per month, or until Bullion has received an aggregate of $25O,000.00 under these subparagraphs,  A and
B  C.
BULLION shall receive a FOUR PERCENT (4%) gross smelter return from production
from the Subject Property (based on 100% operating' interest in UNIVERSAL,
otherwise prorated) until BULLION has received an aggregate of $500,000.00 under
these subparagraphs, A, B and C.        D.
Thereafter BULLION shall receive a TWO PERCENT (2%) gross smelter return royalty
from production from the Subject Pro­perty (based on 100% operating interest
in UNIVERSAL, otherwise prorated) until BULLION has received an aggregate of
$1,000,000.00 under these subparagraphs, A, B, C and D.  E.
Thereafter BULLION shall receive a ONE PERCENT (1%) gross smelter return royalty
from production from the Subject Pro­perty (based on 100% operating interest
in UNIVERSAL, otherwise prorated).   Gross smelter return," as used above, shall mean the
amount of earned revenues, as used in accordance with generally accepted
accounting principles, payable to UNIVERSAL by any smelter or other purchaser of
metals, ores, minerals or mineral substances, or concentrates produced therefrom
for products mined from the Subject Property.  Upon SIXTY (60) days'
written notice by BULLION to UNIVERSAL, BULLION may elect to take any monthly
production royalty in kind but will be totally responsible for all loading and
transportation and the costs thereof. BULLION agrees not to materially interfere
with UNIVERSAL'S operations should it elect to receive pay­ment in kind, and
will hold all the remaining parties hereto harmless from its actions in loading
and transporting the in kind payments.  All advance royalty payments shall be
due on the first day of each month and production royalties shall be due no
later than FORTY-FIVE (45) days after the date payment for production sales is
received by UNIVERSAL.  5.           OBLIGATIONS OF
BULLION AND POLAR: BULLION and POLAR shall assume and retain all obligations
that they have independently incurred by virtue of their activities on and for
the Subject Property prior to the date of this Agreement and, in particular,
BULLION, shall assume and retain the obligation of that certain Deed of Trust
made in favor of Ira J. Jaffee, Trustee, as Beneficiary, recorded in the
Official Records of Eureka County, Nevada, 'Book 41, Page 362. At all times
pertinent hereto, UNIVERSAL shall have the unqualified right to direct any and
all funds due BULLION or POLAR hereunder to remove any obligations of BULLION or
POLAR, respectively, secured by the Subject Property, or any portion thereof,
and such will be credited toward the payment schedule due BULLION or POLAR. See
Paragraph 4, supra.  6.            PURCHASE
OF BULLION'S INTEREST: That at the time BULLION has received an aggregate of
$1,000,000.00 under the terms and conditions of Paragraph 4, supra,
BULLION will have been deemed to havesold and UNIVERSAL and POLAR
deemed to have purchased all of Bullion's rich, title and interest in the
Subject Property (50% each, subject to the terms and conditions of the Marc: 14,
1979 Agreement, Exhibit C)and forever relieving UNIVERSAL and POLAR from
any contractual commitment to BULLION by virtue of UNIVERSAL or POLAR's actions
or operations on the Subject Property, save and except for the ONE PERCENT (l%
gross smelter return royalty from production from the Subject
Property (based on 100% operating interest in UNIVERSAL, otherwise prorated) set
forth in Paragraph 4 (E) , supra. At...that time, UNIVERSAL and POLAR
will execute and deliver to BULLION a Royalty deed forever evidencing such
royalty interest,' ONE-HALF PERCENT (1/2%) being chargeable each against
UNIVERSAL and POLAR.  7.            DEFAULT
OF OBLIGATIONS TO BULLION: If, at any time, UNIVERSAL is in default of its
payment obligations to BULLION, BULLION, upon FORTY-FIVE (45) days' written
notice to all of the parties hereto, may terminate this Agreement and demand
that UNIVERSAL execute and deliver to BULLION a Quitclaim Deed of all of its
right, title and interest to that portion of the then SubjectProperty
that is specifically listed in Exhibit A attached hereto, but not the additional
properties added to the Subject Property list subsequent to the date of this
Agreement. During the notice period, UNIVERSAL, or any other party hereto not
BULLION, or anyone on their behalf, may pay such obligation to BULLION and cure
such default.  8.            
PRODUCTION EXPENSE OVERRUN: Pursuant to the terms of the Letter Agreement
between POLAR and CAMSELL dated March 14, Exhibit B, POLAR and CAMSELL agree to
share in cost overruns incurred by UNIVERSAL in bringing the Project into
production should UNIVERSAL's initial development costs prior to
production exceed ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100
($1,250,000.00), or should UNIVERSAL's initial development costs and production
costs exceed $1,250,000.00 at any time after production commences
but production expenses exceed production payments or revenues.  The parties agree to share in cost
overruns in excess of $1,250,000.00 commitment of UNIVERSAL in the following
percentage UNIVERSAL
                  50% POLAR-CAMSELL        50%        Except as herein
outlined, the terms, conditions and penalties for cost overruns and the
non-participation in such overruns are governed by Clause 10(D), Schedule B,
POLAR - UNIVERSAL Agreement of March 14, 1979.  9. DIVISION OF PROCEEDS: The
proceeds of production shall be governed by the terms of this Agreement only
(except for the CAMSELL, LAMBERT and ELTEL arrangements). As operator under the
March 14, 1979 Agreement (see Paragraph 3, supra), UNIVERSAL shall have
the right to pay all normal operating and production expenses, including
insurance and taxes (excepting income taxes accruing to the individual parties
hereto, but specifically including net proceed of mine taxes, real and personal
property taxes associated with mining and income taxes accruing to the venture),
pursuant to normal and usual accounting practices and the terms of the March 14,
1979 Agreement from production payments received. In addition, UNIVERSAL shall
be able to treat as production expenses and deduct from production payments
received all rentals, advance royalties and production royalties paid to
BULLION, the Poulsen Group and any others. The amounts received from products
produced from the Subject (production payments) less the production expenses, as
defined herein and in the March 14, 1979 Agreement between POLAR and UNIVERSAL,
shall be the net production receipts.  As between the parties hereto, the net
production receipts shall be divided as follows:  A.    BULLION: none, being only entitled to the payments set
forth above in Paragraph 4; B.    UNIVERSAL: FIFTY PERCENT (50%); and C.   POLAR, CAMSELL: FIFTY PERCENT
(50%), pursuant to that Letter Agreement between POLAR
and             
CAMSELL dated March 14, 1979, Exhibit B.   Nothing herein shall be construed as
prohibiting POLAR CAMSELL from taking their interest in kind provided that they
give UNIVERSAL SIXTY (60). days' written notice of such election.
POLAR CAMSELL will be totally responsible for all loading and transportation and
the costs thereof. POLAR-CAMSELL will not materially interfere with UNIVERSAL's
operations should it elect to receive payment in kind and will hold all the
remaining parties hereto harmless from its actions in loading and transporting
the in kind payments. It is understood and agreed that all such in kind payments
are net, after deduction of the proportionate amount of mini and operation
costs.  10.              
TERMINATION BY UNIVERSAL: UNIVERSAL's participation in the
Project is governed by the terms and conditions of the POLAR - UNIVERSAL
Agreement of March 14, 1979, Exhibit C, except as specifically modified herein.
Upon fulfilling its obligations thereunder, UNIVERSAL has the right to terminate
its position as Project Operator and to terminate its further participation in
Project development and expenses thereof. Such termination is governed by the
terms and conditions of the March 14, 1979 UNIVERSAL - POLAR Agreement and, in
particular, Schedule B attached thereto.  11.            
ADDITIONAL PROPERTY ACQUISITIONS: UNIVERSAL,, as operator, shall have the
exclusive right to acquire additional mineral properties within the Area of
Interest on behalf of the parties hereto, be such acquisition by virtue of the
rights and privileges under the 1872 Mining Law, or the leasing or purchase of
private lands and minerals, or unpatented mining claims. All parties hereto
agree to immediately quitclaim and assign to UNIVERSAL any and all other real
property or interest in such that they may have within the Area of Interest,
Exhibit A-2, as of the date of this Agreement, subjecting the same to the terms
and conditions of this Agreement, excepting any interest of BULLION in and to
those properties presently being worked by Western States Minerals
(Pancana).  Upon acquiring
such properties within the Area of Interest, UNIVERSAL shall offer to include
such into the Subject Property upon payment by POLAR-CAMSELL of FIFTY PERCENT
(50%) of all acquisition costs incurred in acquiring such properties.
Acquisition costs shall include, but are not limited to, purchase price, rental
fees, real estate finder's commissions, legal fees, closing costs, title
examinations, appraisal fees and costs incurred by UNIVERSAL in otherwise
evaluating the property to be acquired.  Should
POLAR-CAMSELL reject such offer or fail to pay or reach agreementfor
paying such acquisition on cost within FORTY-FIVE (45) days of such offer by
UNIVERSAL, then such properties within the Area of Interest shall not become
part of the Subject Property as they apply POLAR-CAMSELL and will remain the
sole property of UNIVERSAL without any obligations       POLAR-CAMSELL
, but subject to the royalty interest of BULLION.  However, should POLAR accept such offer and pay or reach an
agreement with UNIVERSAL for paying such acquisitions costs, the newly acquired
properties shall become part of the Subject Property and will be treated
thereafter under the terms of this Agreement pertaining to the Subject
Property.  12.                   
POULSEN LEASE AND OPTION: The parties hereto recognize the Lease and
Option of POLAR with the Poulsens, a copy of which is attached hereto as Exhibit
D. UNIVERSAL shall make all payments due thereunder and shall credit such as a
development or production expense.  While under Lease, the Paulsen properties shall be, and are, part
of the Subject Property, however, at any time, UNIVERSAL may elect to exercise
the purchase option. Upon doing so, UNIVERSAL shall offer such to POLAR-CAMSELL
under the terms of Paragraph 12, supra. Failure of POLAR-CAMSELL to
participate in the acquisition (purchase   shall remove such
properties from Subject Property status as the same applies to
POLAR-CAMSELL.  13.                    
TERM: The term of this Agreement, as it affects the continuing
contractual relationships between the parties hereto is for a period of
NINETY-NINE (99) years commencing on the date hereof, unless sooner terminated,
surrendered or forfeited  14.                    
TITLE PERFECTION: The parties hereto recognize that title to the Subject
property, or portions thereof, may contain certain imperfections, clouds thereon
or outstanding interests that may require acquisition, clearing or otherwise
perfecting.  UNIVERSAL shall, in its discretion, seek out such
imperfections and cure the same. All expenses incurred by UNIVERSAL in
investigating title to the Subject Property from March 1, 1979, and curing
imperfections or acquiring outstanding interests in the same shall be treated as
a development or production expense by UNIVERSAL pursuant to the March 14, 1979
POLAR - UNIVERSAL Agreement.  15.                    
INSPECTION, RECORDS: At all times pertinent hereto, the non-operating
parties shall have the right to reasonable inspection of the Subject Property
and all geological and production records upon giving FIVE (5) days' written
notice to UNIVERSAL. Such inspection shall be at the Subject Property or at any
offices of UNIVERSAL in the Elko-Carlin, Nevada area. Personal inquiry by the
parties hereto directly to UNIVERSAL shall be made only to the following
UNIVERSAL officers and employees, and no others:  Joseph A.
Mercier Dan Mercier Don Hargrove or their nominees.  Monthly,
or the monthly anniversary of this Agreement, UNIVERSAL shall prepare and
deliver to the parties hereto a summary report of development on the Subject
property, including building construction, geological finds, etc., and setting
forth production and development expenditures.  16. NOTICES All
notices - fired herein shall be writing by certified or registered mail, (United
States or Canada, as the case may be), return receipt requested for the Canadian
equivalent of such service;, to the addresses listed below. Service ofsuch notice is to be deemed accomplished as of the date of mailing:  BULLION MONARCH
COMPANY Attention: R. D. Morris Henderson Bank Building Elko,
NV 89801  UNIVERSAL GAS (MONTANA), INC. Attention: Joe Mercier,
President 640 8th Avenue, S. W. Calgary,
Alberta CANADA T2P 1G7        With a copy to:
UNIVERSAL GAS (MONTANA), INC. Attention: John
C. Miller, Esq. Blohm Building,
Suite 201 Elko, NV 89801  POLAR
RESOURCES CO. Attention: C. Warren Hunt 1119 Sydenham Road, S. W. Calgary,
Alberta CANADA T2T OT5  CAMSELL RIVER INVESTMENTS Attention: K. H. Lambert 808 Home Oil Tower 324 8th Avenue, S. W. Calgary, Alberta CANADA T2P 2Z2  LAMBERT MANAGEMENT LTD. Attention: K. H. Lambert 808 Home Oil
Tower 324 8th Avenue, S. W. Calgary,
Alberta CANADA T2P 2Z2  ELTEL HOLDINGS
LTD. Attention: K. H. Lambert 808 Home Oil
Tower 324 8th Avenue, S. W. Calgary,
Alberta CANADA T2P 2Z2  17. RECORDATION: This Agreement
may be recorded into the Official Records either Eureka County or Elko County,
Nevada or both, by any one of the parties hereto.  18. BINDING
EFFECT: The terms and conditions of this Agreement shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties
hereto.  19.             
ASSIGNABILITY: The respective positions and interests of the parties
hereto shall be freely assignable except that such assignment shall not be
binding on or affect the remaining parties hereto in any manner, unless and
until such assignment is noted in writing to UNIVERSAL, or any successor
Operator.  IN WITNESS
WHEREOF, the parties hereto set their hands as of the day and year first above
written.  BULLION MONARCH
COMPANY, a Utah corporation BY:/s/ TITLE:  POLAR RESOURCES CO., a Nevada
corporation BY: /s/  UNIVERSAL GAS
(MONT .CIA) , INC. a Montana corporation BY:/s/ TITLE:  CAMSELL RIVER
INVESTMENTS, a Canadian corporation By:/s/K H Lambert TITLE: President  LAMBERT MANAGEMENT LTD., a Canadian
corporation By:/s/K H Lambert Title: President        ELTEL HOLDINGS LTD., A Canadian
corporation By:/s/K H Lambert Title Director & Secretary  UNIVERSAL EXPLORATIONS, LTD. a
Canadian corporation By:/s/ Title:        STATE OF NEVADA
                     ) SS. COUNTY
OF                                    
)  On May 10,1979, personally appeared before John C.
Miller, a Notary Public,,a duly qualified and officer
of/BULLION MONARCH COMPANY, who acknowledged to that he executed the
above instrument in that capacity.  NOTARY PUBLIC' JOHN C. MILLER ) )ss COUNTY OF
                     
) On May 10, 1979, personally appeared before me, a Notary
Public, duly qualified and acting officer of POLAR RESOURCES CO., who
acknowledged to me that he executed the above instrument in that capacity.  /s/ NOTARY
PUBLIC ) *)*SS COUNTY
OF                                         
 )   On  May 10 ,1979, personally appeared,
before me, a Notary Public,a duly qualified and acting officer of
UNIVERSAL GAS (MONTANA), INC., who acknowledged to me that he executed the above
instrument in that capacity  COUNTY
OF  On May 10, 1979, personally appeared
before me, a Notary Public, a duly qualified and acting officer of CAMSELL RIVER
INVESTMENTS, who acknowledged to me that me that he executed the above
instrument in that capacity.  /s/NOTARY PUBLIC  AFFIDAVIT OF EXECUTION  I Susan Lee
Nicholl of the City of Calgary, in the Province of Alberta, make oath and say
that:  1. I
was personally present and did see Mr. C. Warren Hunt named in the within or in
annexed instrument who is personally known to me to be the person named therein,
duly signed and executed the same for the purposes named therein.  2. That the same
was executed at the City of Calgary, in the Province of Alberta and that I am
the subscribing witness thereto.  3. That I know the said Mr. C. Warren
Hunt and he is, in my belief, of the full age of twenty-one years.  /S/Susan Lee Nicholl        SWORN BEFORE ME AT THE CITY OF CALGARY, IN
THE PROVINCE OF ALBERTA, THIS 1st DAY OF JUNE, 1979  ) SS. COUNTY
OF                       ) On May ,1979,
personal1 appeared before me, a Notary Public, qualified and acting officer of
LAMBERT MANAGEMENT LTC., acknowledged to me that he executed the above
instrument in that capacity. ) SS. COUNTY
OF                                                
 )  On May 10, 1979, personally appeared before me, a Notary
Public, a duly qualified and acting officer of ELTEL HOLDINGS LTD., who
acknowledged to me that he executed the above instrument in that capacity.  COUNTY OF On May 10, 1979 personally
appeared before me, a Notary Public,a duly qualified acting
officer of UNIVERSAL EXPLORATIONS, LTD., who acknowledged to me that he executed
the above instrument in that capcity.        EXHIBIT A-2 AREA OF
INTEREST   All those lands contained in the Sections and Townships
listed below approximately encompassing the area EIGHT (8) miles in a northerly
direction, EIGHT (8) miles in a southerly direction, EIGHT (8) miles in an
easterly direction and EIGHT (8) miles in a westerly direction from Section 10,
Township 35 North, Range 50. East, M.D.B.&M., Eureka County, Nevada.  Township 34
North, Range 49 East Sections: 1-5, 8-17 and 20-24  Township 35
North, Range 49 East Sections: 1-5, 8-17, 20-29 and 32-36  Township 36
North, Range 49 East Sections: 1-5, 8-17, 20-29 and 32-36  Township 37
North, Range 49 East Sections: 32-36  Township 34
North, Range 50 East Sections: 1-24  Township 35 North, Range 50
East  Township 36
North, Range 50 East Sections: All  Township
37 North, Range 50 East Sections: 31-36
Range Sections: 3-10 and 15-22  Township
35 North, Range 51 East Sections: 3-10,
15-22 and 27-34  Township 36 North,Range 51 East Sections: 10, 15-22
and 27-34 Township 37 North, Range 51 East Sections: 31-34       EXHIBIT
A-1 SUBJECT PROPERTY   The following
described unpatented and patented mining claims generally located in Sections 1,
2, 10, 11 and 12 of Township 35 North, Range 50 East, M.D.B.&M., Lynn Mining
District, Eureka County, Nevada:  Unpatented
Claims Polar Bullion  Big
Jim 100% Royalty Big Jim 1 to 31, inclusive Cracker Jack Cracker Jack 1 to 5, inclusive Yellow Rose 6 to 21, inclusive Polar 1 to 20, inclusive Hill Top Hill Top 1 to 2, inclusive Hill Top Fractional Hill
Top 1 to 4 Fractional " Unity 1 Unity
2 " Barg Badger 1 Compromise 4 to 7, inclusive Lamira "  Paragon " Paragon
2 Paragon 4 Paragon Fractional  Patented
Claims (Poulsen Lease and Option) U.S.
Patent # U.S.
Survey # Polar Bullion Big Six No. 3 783757 4332 77 1/2% Royalty Holt 881735 4422 " " July 935874 4528 " " Great Divide 945439 4393  " Bald Eagle 046758 4527 " "        LAMBERT MANAGEMENT
LTD. Telephone: (403) 233.0047  Telephone:
(403)454-2 HOME OIL
TOWER
                                                                                           13716
- 101 AVENUE. 324 - 8 AVENUE S.W.
                                                                              EDMONTON,
ALBERT CALGARY, ALBERTA
                                                           CANADA
T5NCJ7 CANADA T2P 279  March 14, 1979 Polar
Resources Co. 1119 Sydenham
Road, S. W. Calgary, Alberta T2T OT5 Attention:
Mr. Warren Hunt Dear
Sirs:  RE:
Gold Claims Lynn Mining District Eureka County, Nevada  As
you are aware, since early 1976 Camsell River Investments Ltd. has entered into
several agreements with you relating to the Bullion Monarch Company gold claims
in Nevada and has also entered into agreements relating to the same properties
with Bullion Monarch Company. As a result of these agreements, Camsell and its
silent coventurers, Lambert Management Ltd. and Eltel Holdings Ltd. have
advanced about 505,000,U.S. to you and $300,000. U.S. to Bullion
Monarch Company and have expended a further $10,000. U.S. or so on drilling
invoices and other expenses relating to the properties.  Our
mutual files on this matter are extensive and the legal determination of the
various agreements would undoubtedly take more time and effort to resolve than
is Prudent, and the circumstances. We have always maintained that we do not wish
to hamper your efforts to put the properties into production so long as an
equitable arrangement can be cached between us.. Based on the proposed agreement
you have negotiated with Universal Gas (Montana) Inc. (hereinafter called the
"Mill Agreement") and our meetings and telephone conversations of
March 10, 11, 12 and 13, we believe we have reached an agreement acceptable
to you and theparties we represent. This agreement between you and the
"Camsell Group" would enable Universal to obtain the interest it has bargained
for in the Mill Agreement and would resolve our diverse interests in an amiable
fashion.  The Agreement is as follows:  1) All
of the interests of any nature whatsoever of Polar Resources Co. and those of
other parties represented by Polar Resources Co. (hereinafter called the "Polar
Group") and all of the interests of any nature whatsoever of Camsell River
Investments Ltd. and those of the parties represented by Camsell River
Investments Ltd. (hereinafter called the "Camsell Group") in "The Mining
Properties" as defined in the Mill Agreement shall be pooled and then
reallocated 50% to Universal Gas (Montana) Inc. pursuant to the Mill Agreement
and 50% collectively to the Polar Group and the Camsell Group (hereinafter
called the "Polar-Camsell Group").  2) The Camsell Group
will receive 100% of the cash flow from the Polar-Camsell Group's 50% interest
in the Mining Properties until the Camsell Group has received an amount
equivalent to its expenditures relating to the Mining Properties before interest
as established by independent audit. This amount is about $815,000 U.S.  3) After
the Camsell Group has received the amount indicated in paragraph 2 above, the
Polar       Group
will receive 100% of the cash flow from the Polar-Camsell Group's 50% interest
in the Mining Properties until the Polar Group has received an amount equivalent
to its expenditures relating to the Mining Properties before interest as
established by independent audit. This amount is about $450,000. U.S.  4) After
the Polar Group has received the amount indicated in paragraph 3 above, the
Polar Group and the Camsell group will split the cash flow from the
Polar-Camsell Groups 50% interest in the Mining Properties on a 50-50 basis
until the Camsell Group has received an amount equivalent to the amount of
interest the Camsell Group would have paid to its banker calculated on all
Camsell Group advances to Polar Resources Co. and Bullion Monarch Company from
the dates of advance at the Canadian Imperial Bank of Commerce prime rate from
time to time plus 2% per annum, compounded semi annually.  Any cash
received by the Camsell Group pursuant to this agreement would be credited to
the phantom bank account on the date of receipt in order to determine the
amount to be ultimately received by the Camsell Group pursuant to this paragraph
4.  5) After
the Camsell Group has received the amount calculated pursuant to paragraph 4
above, the Polar-Camsell Group's interests shall be divided and an undivided 30%
of the interest shall be transferred to the Camsell Group and an undivided 70%
shall be transferred to the Polar Group.  6) Title
to the Polar-Camsell Group's interest in the Mining Properties shall be held in
trust by Polar Resources Co. pursuant to the terms of this Agreement and this
Agreement and its successor shall be filed against the title to the Mining
Properties in the appropriate offices in the state of Nevada. Polar shall
deliver to the Camsell Group a legal opinion from a Nevada attorney stating that
the terms and conditions of this Agreement are enforceable by the Camsell Group
as against Polar Resources Co. and that the Camsell Group's interests have been
adequately registered to protect its interests as against third parties.  7) The
proceeds Polar Resources Co. receives from Universal Gas (Montana) Inc. on the
sale of the assets listed in the Mill Agreement shall be distributed as
follows:  a) The
Polar Group shall receive 100% of the proceeds from the sale of assets acquired
after December 31, 1976. b) The
Camsell Group shall receive 80.4% of the proceeds from the sale of assets
acquired prior to January 1, 1977 and the Polar Group shall receive
the balance. c) Polar
Resources Co. shall account to the Camsell Group for any assets held on December
31, 1976 which have been disposed of by Polar Resources Cc. subsequent to
December 1, 1976 but prior to the execution of the Mill Agreement. The Camsell
Group shall receive an amount equal to 80.4% of such disposition on proceeds
from Polar Resources Co. and the source funds for such payment shall be the
Polar Group's share of the proceeds of the sale of assets pursuant to the Mill
Agreement.  8) The
Polar-Camsell Group recognizes a fee of $1,500. per month payable to Polar
Resources Co. from the cash flow generated by the mill for the services of
Warren Hunt from the date of commencement of milling operations and also
recognizes the need to employ a full time representative at the mine as soon as
gold production commences in meaningful amounts.  9) In
the event of cost overruns beyond the $1,250,000. U.S. stated in the Mill
Agreement, the Polar-Camsell Group acknowledges that it  will be
responsible for 50% of such Overruns. These overruns shall be allocated as
between the Polar Group and the Camsell Group as follows:  a) For exploration, mine development,
and mine operation expenses on the Big Jim claims 24and 25 and for mill
development expenses related to that mine, 50% shall be paid by the Polar Group
and 50% shall be paid by the Camsell Group.  b) For all other
expenses 70% shall be paid by the Polar Group and 30% shall be paid by the
Camsell Group.        10) This
Agreement is subject to the execution of the Mill Agreement and is subject to
revision of the method contemplated in paragraph 1 to arrive at the interests
outlined in paragraphs 2 3, 4 and 5 if subsequent investigation reveals that the
tax consequences of such method are adverse. The intent is that the Agreement
will be structured so as to minimize adverse tax implications in Canada and the
United States for all parties concerned while at the same time arriving at the
same distribution of cash flow from the Mining Properties;  11) This
Agreement shall be interpreted in accordance with the laws of the Province of
Alberta.  12) Each
of the parties shall execute any further agree­ments required by legal
counsel for any party to implement the terms or 'intent of this
Agreement.  If you agree with the above terms and
conditions se indicate your acceptance on the copy of this letter enclosed.  Yours very truly, Lambert Management Ltd. /s/K. H. Lambert K. H. Lambert President  Accepted the
15th day of March, 1979 PolarResources Ltd. /s/C. Warren
Hunt President  Accepted this 14th day of March, 1979
Eltel Holdings Ltd. /s/ K. H. Lambert
Secretary Accepted this
14th day of March, 1979 Camsel River Investments I  K.H. Lambert
President        LAMBERT MANAGEMENT LTD.  Telephone: (403) 233-0047 808 HOME
OIL TOWER 324  8 AVENUE S.W. CALGARY, ALBERTA CANADA T2P 2Z2 March 16,
1979 Polar
Resources Co. 1119 Sydenham
Road, S. W. Calgary, Alberta T2T OT5 Attention: Mr. Warren Hunt  Dear
Sirs: RE:
Gold Claims Lynn Mining District Eureka County, Nevada  Further to our
letter of March 14, 1979 and the writer's meeting with your Messrs. Hunt and
Ross Hamilton on March 14, 1979, we wish to confirm that the agreement contained
in the said letter is amended by adding the following:  9.1(a) Any
funds advanced pursuant to sub paragraph 9(a) shall be repaid pro
rata from the Polar-Camsell Group's first cash flow from the mill prior to the
commencement of payments to the Camsell Group pursuant to paragraph 2.  9.1(b) Any
funds advanced pursuant to sub paragraph 9 (b) shall be repaid pro
rata from the Polar-Camsell Group's cash flow from the mill after the
obligations to the Camsell Group outlined in paragraph 1 have been
satisfied.  9.2 The penalty
provisions in the Mill agreement shall apply mutatis mutandis to the Polar Group
and the Camsell Group in the event of a default by either Group on an obligation
to advance further funds pursuant to paragraph °.  If
you agree with the above additional terms and conditions please indicate
your. acceptance on the copy of this letter enclosed.  Yours very
truly, Lambert
Management Ltd. /s/K.
H. Lambert K.
H. Lambert


Attachment
to: Polar Resources Co. March 16,
1979 Accepted
this day
of March, 1979 Polar Resources Co. /s/C.
Warren Hunt President Accepted
this 16th day of March, 1979 Eltel Holdings Ltd.  /s/K. H. Lambert K. H. Lambert Secretary Accepted this 16th
day of March, 1979 Camsel River Investments Ltd.  /s/K. H. Lambert K. H. Lambert President





POLAR RESOURCES CO. 1070 SILVER
STREET ELKO, NEVADA
89801 (702) 738.8712 April 6,
1979 K. H. Lambert Lambert  Management Ltd. Se0e, 324 6th Ave. S.W. Calgary T2P 2Z2  Dear Sir:  Your letter of
March 16 1979 is acknowledged and a copy returned herewith signed as
requested.  In accordance
with our telephone conversation this morning, in whichthe writer pointed
out that clauses 7b and 7c of the letter agreement of March 14, 1979 were unduly
broad in that they might he construed to include Polar's assets which had not
been acquired by the joint venture nor in the period of the joint venture, April
1 - Nov. 30, 1976, the fo1lowing is proposed:  Clause 7 sub-clause b is amended so
that the words " prior to Can. 1, 1977" are replaced by "between April 1, 1976
and November 30, 1976".  Clause 7
sub-clause c. The -Meaning of the word "assets" as used in this sub-clause is
understood to mean properties and equipment acquired by the joint venture or
charged by Polar to the joint venture so as to establish equity of contribution
of the members of the joint  venture, that is to say,Polar resources Co. and Camsel River Investments Ltd".  I
f the foregoing meet with your approval, kindly sign a copy hereof and return
for our files.   Yours truly, Po1ar
Resources Co.





[ex101002.gif]LAMBERT MANAGEMENT LTD.





Telephone:
(403) 45.4-2i 13716. 101 AVENUE. EDMONTON. ALBER T 1
CANADA T5N 0J7 April 10, 1979 Polar Resources Co. 1119 Sydenham Road S.W. Calgary,
Alberta T2T OT5  ATTENTION: Mr. Warren C. Hunt Dear
Sirs: RE:
Gold Claims Lynn Mining District Eureka County, Nevada  Further to your
letter of April 6, 1979, we wish to confirm our agreement that clauses 7b and 7c
of our letter agree­ment of March 14, 1979 have not been drafted to
contemplate assets to be sold under the Mill Agreement. We agree that the
language should be changed.  We
are prepared to accept your suggested change for sub clause 7b provided that the
80.4% figure is changed to reflect the actual percentage of the total funds used
by Polar between April 1st and November 30, 1976 which was injected
by the Camsell Group. Your auditor could provide you with that percentage.  We accept your clarification of the
word "assets" in sub clause 7c and would also suggest that the 80.4% figure used
in sub clause 7c should be changed to the same percentage as will in subclause
7b. If
the foregoing meets with your approval, sign the enclosed copy of this letter
and return it for our files.  Yours
very truly, LAMBERT
MANAGEMENT LTD. K.H.
Lambert President   Accepted this __day of April, 1979.  POLAR RESOURCES LTD. PER:





MISSING LEASE AND
AGREEMENT  This Missing Lease
and Agreement (hereinafter called "Agreement"), made and entered into this 1st
day of October, 2003, between Nevada Rae Gold, Inc., a Nevada corporation
(hereinafter called "Lessee"), and Corporate Creditors Committee LLC, a, Utah
limited liability company, c/o Garry McAllister, 1291 West 12800 South,
Riverton, Utah 84605 Suite 102 (hereinafter called "Lessor"), WITNESSETH:  For and in consideration of the sure
of Ten Dollars ($10.00) in U.S. currency, paid by Lessee to Lessor, the payment
obligations hereinafter stated, the covenants and agreements hereinafter
expressed, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby admitted and acknowledged. Lessor does hereby
grant, lease, demist, and let exclusively to Lessee the Four Hundred Forty Acres
in Section 9, Township 29 North, Range 47 East, Mount Diablo Meridian, Bullion
Mining District; Lander County, Nevada (hereinafter called the "Leased
Premises") as more completely described atExhibit "A," attached hereto
and made a part hereof by reference, together with all gold, silver, platinum,
palladium, and other precious and base metals, contained within the placers or
gravels of the leased premises, with the exclusive right to prospect and explore
for, mine by open pit methods, mill, prepare for market, store, sell and dispose
of the same, and to use, occupy and disturb so much of the surface of the Leaned
Premises as Lessee may determine to be useful, desirable or convenient for the
exercise by Lessee of any and all of its rights hereunder. he the event Lessor
acquires rights to any additional interests in the Leased Premises after the
execution of this Agreement, all such additional interests shall be subject to
this Agreement,  IN CONSIDERATION
OF THE PREMISES, the parties hereby covenant and agree as .follows;  l . Lessor
Representations. Lessor warrants and represents that:  a. Lessor is the legal and equitable
owner in the Leased Premises;  b. Lessor
will correct any defect in the title to the Leased Premises, if any exists
thereon;  c. Lessor
has not conveyed the Leased Premises and that the Leased Premises are not
subject to any existing lease, subject to the terms of this Agreement retaining
the rights to all hardrock mineralization in or on the property;  d. The
undersigned representatives of Lessor have the authority to bind the and by
their signature hereon, This Agreement is binding upon Lessor.  e. 2
Preservation of Title.Lessor will do anything lawfully within Lessor's
power to protect and defend the Leased Premises against the claims and demands
of all persons claiming the whole or any party thereof.  3. Lesser
Interest. In the event Lessor owns less than the entire, undivided interests in
the Leased Premises; all sums paid by Lessee to Lessor hereunder shall be
prorated to the actual interests.





4. Title and
Geological Examination,Upon the execution of this Agreement, Lessor agrees
to famish Lessee all abet-acne of title, title opinions, status reports, other
title papers, geological, geotechnical, geophysical, and engineering data as it
has in its possession or control. Lessor agrees at its cost to attempt to cure
any title defects to the satisfaction of Lessee. In the case Lessor is entitled
to geologic information from prior Lessees, and if that information is not in
the possession of Lessor, then Lessor hereby empowers Lessee as its agent to
receive or otherwise obtain said information.  5. Lease Term.The term of this Agreement shall begin with the date hereof and shall
continue to and until the tenth anniversary of such date, but subject to earlier
termination as herein provided.  6. AdvanceRental. Until this Agreement is sooner terminated, Lessee shall pay to
Lessor Advance Rentals according to the following schedule:  Seven Thousand
Five Hundred ($7,500.00) dollars upon the execution of this Agreement for the
first year commencing the date of this Agreement and ending on the first
anniversary thereof.  Commencing with
the first anniversary of this Agreement and ending on the fifth anniversary of
this Agreement, the then Advance Rental shall increase Twenty-Five Hundred
($2,500) dollars until the annual Advance Rental is Twenty Thousand
($2.0,000.00) dollars. Commencing with the fifth anniversary of this Agreement
through the ninth anniversary of this Agreement, the annual Advance Rental shall
be Twenty Thousand ($20,000.00) dollars. The Advance Rental after the initial
amount shall be due on the anniversary date of this Agreement commencing with
the first anniversary and ending with the ninth anniversary thereof Payments of
the Advance Rental received within fifteen calendar days of the anniversary due
date; will be deemed timely made.  The Advance Rental
payments payable to Lessor pursuant to this paragraph shall be credited to and
recoverable from Production Rental payments payable by Lessee to Lessor, as
provided below. Said right of recovery shall apply to the first such Production
Rental payment accruing and shall continue thereafter until Lessee has recovered
the full amount of previously paid Advance Rental payments.  7. Renewal
Option.At Lessee's option,this Agreement maybe extended for an
additional term of ten (10) years. During suchadditional term, the
annual Advance Rental shall be $20,000, payable in advance as provided in
Section 6. Provided this Agreement is not earlier terminated, Lessee shall give
written notice to Lessor its intent to exercise this option not less than ninety
(90) days prior to the end of the initial lease term for the Leased Premises
under this Agreement.  8. ProductionRental, In addition to the Advance Rental, butsubject to the set-off
provided in Section 6, Lessee shall pay to Lessor a Production Rental of the
greater of either four (4%) percent of the net smelter royalty (net ore value
processed by Lessor, less production costs thereof, but excluding general
administration costs) or fifty cents ($.50) per yard of material processed by
the Lessee. Rental, payments are due and shall be paid within twenty (20) days
of the end of the month in which the production occurred. Such payments shall be
accompanied by a statement summarizing the computation of the yardage
processed.  9. Removal,
Stockpiling and Comminglingof Ores. Lessee is hereby granted the right to
mine or remove from the Leased Premises any ores, wastes, water or other
materials existing therein or thereon, through or by means of shafts or openings
which may be sunk or made upon adjoiningor nearby property controlled by
Lessee, and may stockpile any ores, waste or other materials and/or concentrated
products of ores or materials from the Leased Premises upon stockpile grounds
situated upon any such adjoining or nearby property; and Lessee may use the
Leased Premises and any part thereof, any shads, openings, and stockpile
grounds, sunk or made thereon for the mining, removal and/or stockpiling of any
ores, waste, water and other materials and/or concentrated products of ores or
materials from any such adjoining or nearby property, or for any purpose or
purposesconnected therewith, not, however, preventing or interfering
with the mining or removal of ore from the Leased Premises.  Lessee may
commingle ore from the Leased Premises with ore from other properties, either
before or after concentration or beneficiation so long as the data to determine
the weight, both of the placers or gravels removed from the Property and of
other placers or gravels to be commingled, are obtained by Lessee. Lessee shall
use that





weight and
data to allocate the rentals from the commingled placers or gravels that was
removed from, the Leased Premises. All such weight and allocation calculations
by Lessee shall be done in a manner recognized by the mining industry as
practical and sufficient.  10. Accounts and
Records; Inspection by Lessor, Lessee shall keep accurate books of account
showing the transactions and operations pertaining to computation of the
payments due Lessors and records related to Lessor's workings and shall permit
Lessor's qualified representative to examine such books and records, at
commercially reasonable times and hours, upon ten (10) days written notice.
Lessee shall furnish Lessor with Thil, true and accurate information in response
to any commercially reasonable request in regard to the mining operations
pertaining to computation of pays eats due Lessor or of Lessee's work.  Lessee's record of all mining
operations on the Leased Premises shall be available for Lessor's inspection,
and Lessor may enter the mine workings on the Leased Premises at all reasonable
times for inspection thereof, but Lessor shell so enter at his own risk and
shall indemnify the hold Lessee harmless against and from any damage, loss or
liability by reason of injury to Lessor or his agents or representatives while
on the Leased Premises or in said mine workings. Lessor agrees that such
inspection shall not unreasonably or unnecessarily hinder, interrupt, or
otherwise interfere with Lessee's operations upon the Leased Premises,  11. Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
heirs, executors, administrators, successors and assigns. Lessor may assign his
rights under this Agreement, in whole or in part at any time, and shall give
notice of such assignment to Lessee. Lessee may assign this Agreement to an
affiliated company upon written notice to Lessor, and Lessee may assign this
Agreement at any time to any other; party upon five (5) days prior written
notice to Lessor.  Changes in the
ownership of the Leased Premises or the rights to receive rentals hereunder
occurring after delivery of this Agreement shall not be binding on Lessee until
it shall receive written notice of such change, together with a certified copy
or photographic copy of the recorded documents reflecting such change. No change
or division in the ownership of the Leased Premises or rentals hereafter
accomplished shall operate to enlarge the obligations or diminish the rights of
Lessee hereunder.  12. Termination by
Lessor. Should Lessee fail to perform any of his covenants and agreements
under this Agreement,, the Lessor may, at its option, give Lessee notice of such
default, specifying the nature and character thereof. Unless Lessee shall
commence correction of the same in good faith within thirty (30) days after
receipt of snob notice of those default cures capable of being commenced within
thirty (30) days or commenced as soon as commercially reasonable in respect of
cures of defaults only capable of being started after thirty (30) days, Lessor
may, at its election, terminate this Agreement by giving notice of such election
to Lessee, and all rights of Lessee hereunder shall be thereby terminated except
the liability provisions of Sections 10 and 14 herein,  13. Termination of
Lessee. Lessee shall have the tight at WV time to terminate this
Agreement as to any or all of the Leased Premises by giving thirty (30) days
written notice of such election to Lessor. At the end of said thirty (10) day
period, this Agreement shall terminate as to the Leased Premises, and all nuns
-which may be due under this Agreement up to and including the effective date of
termination as set forth in the said notice shall be settled and adjusted
between the parties and, once finally settled, the parties hail be relieved of
all further payment obligations hereunder and shall furnish to Lessor a
recordable release of all his rights and interests under this Agreement, except
for his right of removal of his personal property as provided in Section 13
below and the liability provisions of Sections 10 and 14 herein, in connection
with the above adjustments, the annual Advance Rental shall not be adjusted for
the period of the annual rental prior or after termination of this Agreement,
but shall be the credit as provided under Section  14. Liability.
Lessee shall, at his sole expense, save, protect and hold harmless Lessor
against any and all el .s or liability for injury to or death of person or for
damages to property except as provided in Section 10 herein. Lessee shall be
responsible for all obligations under this Agreement which have accrued to the
effective date of surrender.  15. Removal of
Equipment. Lessee shall have the right at any time within one (1) year after
the termination or expiration of this Agreement, or re1iregitishment and
termination of Lessee's collateral rights as set forth





herein, to
remove all property, fixtures or structures erected or placed by Lessee on or in
the Leased Premises. If not so removed, title to the property remaining
thereafter shall revert to the Lessor.  16, Geologic Data.
Lessee shall provide Lessor within twenty (20) days after the termination of
this Agreement any factual geologic or engineering data pining to the properties
as developed by Lessee, its contractors, or agents,  17. Liens.
Lessee shall keep the Leased Premises free of all liens for labor or materials
furnished to it in its operations hereunder, and will indemnify and save
harmless Lessor against and from any damage, loss or liability by reason of any
liens not removed. Lessee may contest the validity of any lien on the Leased
Premises, and the same shall not be deemed a, default unless finally adjudicated
to be valid and not discharged by Lessee.  Lessor will not cause or allow any
liens, encumbrances or adverse claims to accrue against the Leased Premises,
except such as may have been expressly subordinated to this Agreement; and in
the event any lien or encumbrance shall hereafter accrue against the Leased.
Premises by act or neglect of Lessor, then Lessee may, at Lessee's option, pay
and discharge the same, and if Lessee elects so to do, Lessee may deduct the
amount so paid from any Advance Rental Production Rentals or other payments
hereunder, together with interest thereon at the prime rate as established by
The Bank of New York in New York City, subject to the application of any Nevada
usury statue.  18. Notice.
All notices hereunder shall be in writing and shall be deemed served when
personally delivered or five calendar days after being mailed by registered or
certified mail. Such mailed notices shall be addressed to Lessor as follows: Corporate
Creditors Committee LLC, c/o Mr. Gary
McAllister, #102-1291 West 12800 South Riverton, Utah 84605  and to Lessee as follows:  Nevada, Rae Gold, Inc. 141 Adelaide
Street West, #1004 Toronto, Ontario Canada MSN 3LS Attention: President  Or to such
different address as may from time to time be specified in writing by one party
to the other,  19. Construction, Gender-, and Number.Any -reference herein to "Lessee" skull be read as including Lessee and its
heirs, successors and assigns. Any reference herein to "Lessor" shall be read as
including Lessor and its heirs, successors, and assigns. "Lessor" and
"Lessee" as used herein include the plural, if there are more than
one, and reference to either in one gender includes the other and the plural
when appropriate.  20. Force Majeure.Whenever the time for Lessee's performance of any act hereunder is limited
or must be performed by a. specified date or after notice and the performance
thereof is hindered, prevented, or delayed in whole or is pare by any factors or
circumstances beyond the reasonable control of the party obligated to perform
such, including, but not limited to, acts of God, fire, storm, floods,
earthquakes, landslides, washouts, strikes, material, supply or labor
interruptions causing slowdowns in production, delivery, or transportation,
hostage of railroad cars, insurrections, riots, or mob violence, civil
disobedience, regulations, injunction, orders or requirements of say government,
embargoes, war, whether similar or different; then the time for the performance
of any such act or obligation shall be extended for a period equal to the eruct
of such delay plus a reasonable time thereafter to overcome the effects of such
delay,  21. Reclamation.Lessee shall be liable for all reclamation necessary and arising from a
Lessee's raining activities. Declamation work will be completed as soon as
commercially reasonable and will be in accordance with all applicable state and
federal regulations.  22. Cooperation.Lessor and Lessee
agree to cooperate with one another, to the full extent as is commercially
reasonable for either of Them, at Lessee's expense, in connection with
compliance with the a





environmental, and U.S. Bureau
of Land Management laws and regulations relating to Lessee's use and enjoyment
of the Leased Premises and the benefits and obligations of this Agreement and in
connection with any and all state permitting applications relating to the Leased
Premises and to provide for the for the benefit of this Agreement.  23. Choice of Law; Further Assurances;
Caption.ThisAgreement, shall be governed by the laws of State of
Nevada. Upon the written request of Lessee, Lessor agrees to furnish such
additional formal assurance or other written documents in proper and recordable
form, as may be reasonably necessary to carry out the intent, purposes, and
terms of this Agreement. Captions appear in this Agreement only for convenient
reference, and racy shall riot affect or define the meaning or scope of any
provision of this Agreement.  24. Memorandum of
Agreement.Contemporaneously herewith,, Lessor and Lessee have executed and
delivered a Memorandum of Mining .ease, This Memorandum way be recorded at the
office of the Clerk and Recorder of Lander County, Nevada, byeither
party.  25. Entire
Agreement,This Agreement, and the Memorandum of Mining Lease contains the
entire agreement by and between the parties hereto, and no oral agreement,
promise, statement or representation which is not contained herein shall, be
binding on either party. No amendment or modification of this Agreement shall
become effective unless and until the same has been reduced to writing and duty
signed and acknowledged by the party against whom enforcement at of any such
change is sought.  26. BindingEffect. Lessor agrees that Lessee, by paying The amounts  herein stated
sail by performing and observing the several covenants herein contained, may
peaceably hold and enjoy the Leased Premises and the rights herein grained,
during the term hereof without any interference or interruption by Lessor, its
representatives, or assigns. The covenants, terms and conditions of this
Agreement shall run with the land and in all respects be binding on and inure to
tine benefit of the successors and assigns of either of the parties hereto.  27. Lode Mining Rights.This
Agreement is subject to Lessors rights to explore, mine and process any lode or
in place ore deposits located in or on leased property. If placer gravels have
to be removed for mining or mining  purposes (or Lode ores), then placer
gravels will be set aside by Lesser for processing by Lesser in a manner that is
mutually acceptable to Lessee and Lessor.  IN WITNESS 'WHEREOF, the parties
hereto have executed. this Agreement as of the day and year first written
above.  LESSORS:  Corporate Creditors Committee, LLC By:/s/Garry McCallister Title: Mtg. member  LESSEE.. NEVADA RAE GOLD, INC.   By: /s/Mitchell Geisler  Name: Mitchell Geisler Title: President   Endnotes                           me  r.          SS      Telephone:(40: 13716
- 101 AV EDMONTON,A CANADA
T5N      ,,-A ü" Telephone:
J403)233.0047 808 HOME OIL TOWER 8 AVENUE S.W. L LGARY.ALBERTA CANADA
T2P27?        10-29-2004 03:24PM FROM- T-533 P.004/010 F-506    10-29-2004 03:25PM FROM- T-533 P.005/010 F-508  =toe