EXHIBIT 10.8

                         LOAN AND SUBSCRIPTION AGREEMENT

      This Loan and Subscription  Agreement (this "Agreement") is made as of the
13th  day  of  May,  2004  by  and  between  the  undersigned   subscriber  (the
"Subscriber")  and YUKON GOLD  CORPORATION,  INC., a Delaware  corporation  (the
"Corporation").

                                     RECITAL

      The  Subscriber  desires to lend to the  Corporation  and the  Corporation
desires to borrow from the  Subscriber  certain funds  pursuant to a convertible
note (the  "Convertible  Note")  in the form  attached  hereto  as  Exhibit B in
accordance with the terms and conditions of this Agreement.

                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants
contained in this Agreement,  the Corporation and the Subscriber hereby agree as
follows:

      1. SUBSCRIPTION.  The Subscriber shall lend to the Corporation  $56,250.00
in consideration of the Convertible  Note. The Convertible Note provides,  among
other  things,  that it may be converted  into units (the  "Units") as described
herein and in the  Convertible  Note.  Each Unit  consists  of 75,000  shares of
common  stock of the  Corporation  at a price of $0.745  per  share  and  37,500
Warrants  to  purchase  common  stock of the  Corporation  at $0.01 per  Warrant
representing  a total  conversion  price of  $56,250.00  per Unit.  Each Warrant
entitles  the  holder  thereof  to  purchase  one share of  common  stock of the
Corporation at a price of $1.25 per share at any time on or before  December 31,
2005.  Except as required by law,  subsequent to the delivery of this Agreement,
the subscription enclosed hereby is irrevocable.

      2. LOAN AMOUNT.  The  Subscriber  tenders  herewith the full amount of the
loan in the form of a certified check or bank draft payable to Medallion Capital
Corp, as agent for the  Corporation,  in trust to be held pending the closing of
this  convertible  loan  transaction  (the  "Closing")  or  termination  of this
Agreement.  In the event this  Agreement is not accepted by the  Corporation  or
terminated  for any other reason the full amount  received by Medallion  Capital
Corp. will be returned to the Subscriber without interest.

      3. CLOSING.  Closing shall take place on the  acceptance of this Agreement
by the  Corporation  and  Medallion  Capital  Corp.  will  release  funds to the
Corporation on receipt of the Convertible  Note duly executed by the Corporation
for delivery to the Subscriber.

      4. REPRESENTATIONS BY SUBSCRIBER.  The Subscriber  represents and warrants
to the Corporation as follows:

            (a) He is making the loan and acquiring the Convertible Note for his
own  account  as  principal,  for  investment  and not with a view to  resale or
distribution. Immediately prior to making the loan and receiving the Convertible
Note and on conversion of the Convertible Note to Units:


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<PAGE>

                  (i) he is an "accredited  investor" as that term is defined in
Rule 501(a) under the Securities Act of 1933, as amended (the "Securities  Act")
and he has such knowledge and experience in financial and business  matters that
he is capable of evaluating the merits and risks involved in making the loan and
purchasing the Units; and

                  (ii) he is able to bear the  economic  risk of making the loan
and purchasing the Units upon  conversion  (i.e., at the time of making the loan
under the  Convertible  Note he could afford a complete loss without  having his
standard of living materially affected thereby).

            (b) He has been informed as to, and is familiar  with,  the business
activities of the  Corporation,  and has had an opportunity  and  proceeded,  or
waived the  opportunity,  to review the books and records of the Corporation and
to ask questions of, and receive answers from,  appropriate  representatives  of
the Corporation  concerning the Corporation and the terms and conditions of this
Agreement, that he deems necessary.

            (c) He acknowledges  receipt of the Corporation's draft Registration
Statement  dated  March 12,  2004 and filed  with the  Securities  and  Exchange
Commission (SEC) which is provided for informational  purposes only and which is
subject to change.  He acknowledges  that no offer or sale of securities is made
pursuant  to the  draft  Registration  Statement  and that the SEC has  provided
substantial  comments  to the  Corporation  on the  current  draft  registration
statement. He fully understands that this offering has not been registered under
the Securities Act and is a private placement, in reliance upon exemptions under
the  Securities  Act pursuant to Rule 506 of regulation D,  accordingly,  to the
extent  that he is not  supplied  with the  information  which  would  have been
contained in an effective  registration  statement,  filed under the  Securities
Act, he must rely on his own access to such information.

            (d) He has had an  opportunity  to obtain and has obtained a general
and  complete  understanding  satisfactory  to  him  of  the  Corporation,   its
operations,  finances,  and manner of doing business sufficient to permit him to
evaluate (i) the  Corporation and its prospects and (ii) the risks and merits of
making the loan pursuant to the Convertible Note.

            (e)  He  (i)  recognizes  that  making  the  loan  pursuant  to  the
Convertible Note involves risk, (ii) has carefully considered whether making the
loan  pursuant to the  Convertible  Note is  appropriate  for him, and (iii) has
obtained such individual  financial,  tax and legal advice as he deems necessary
or appropriate to fully understand the risks involved and to evaluate a loan and
investment in the Corporation.

            (f) He  recognizes  that he must bear the economic  risk involved in
making the loan pursuant to the  Convertible  Note for an  indefinite  period of
time because,  among other reasons,  the common shares forming part of the Units
and the common  shares  issued in  exercise  of the  Warrants  and the  Warrants
themselves  have not been  registered  under the  Securities  Act and  therefore
cannot be sold,  pledged,  assigned or otherwise disposed of unless (i) they are
subsequently  registered under the Securities Act or (ii) an exemption from such
registration  is  available  and  an  opinion  of  counsel   acceptable  to  the
Corporation that the transfer is not in violation of any federal  securities act
or state securities law is provided to the  Corporation.  The Corporation has no
obligation  to  register  the  common  shares  or the  Warrants  purchased  upon
conversion of the Convertible Note.


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<PAGE>

            (g)  All  information  which  he has  provided  to the  Corporation,
whether  provided  by  him  directly  or  indirectly,  concerning  himself,  his
financial  position,  and his  knowledge  of financial  and business  matters is
correct  and  complete  as of the date of this  Agreement.  He will  notify  the
Corporation  immediately if, subsequent to the date of this Agreement,  there is
any material change in any information provided to the Corporation by him.

            (h) He  recognizes  that no federal or state  agency has passed upon
the offering of the Convertible Notes or the Units to him or to any other person
or made any finding or determination regarding the fairness of such offering.

            (i) He understands  that neither the  Corporation nor any associates
or  affiliates  thereof are  guaranteeing  the success of or any return from the
Corporation.

            (j)  He  recognizes   that  there  is  no  current  market  for  the
Corporation's  common stock;  that there can be no assurances that such a market
will exist any time in the future and  accordingly he may not be able to sell or
dispose  of  any  of  the  common  shares  received  on  the  conversion  of the
Convertible  Note or  exercise  of the  Warrants  even if he had held them for a
number of years; that his right to transfer the common shares will be restricted
by federal and state  securities laws and a legend to this effect will be placed
on the certificates representing the common shares; that such laws impose strict
limitations upon such transfer;  and that the Corporation is under no obligation
to register his common shares in connection with the subsequent transfer thereof
by him or to aid him in obtaining an exemption from such registration.

            (l) He will  cooperate with the  Corporation in connection  with any
filing  requirements  under the Securities Act and will provide such information
or documentation as may be required.

      5.  SHARES TO BE  LEGENDED.  A  restrictive  legend in  substantially  the
following  form shall be contained  on each  certificate  evidencing  any of the
common shares  issued upon  conversion  of the  Convertible  Note or received on
exercise of the Warrants:

      The shares  represented by this Certificate have not been registered under
      the Securities Act of 1933, as amended (the "Securities Act") or under any
      applicable state securities laws (the "State Laws").  The shares have been
      acquired for investment purposes and may not be sold, transferred, pledged
      or  otherwise  disposed of except upon  compliance  with the  registration
      requirements of the Securities Act and applicable  State Laws, or pursuant
      to applicable exemptions from such registration requirements.

Any transfer of the common shares on the books and records of the Corporation
will only be affected in accordance with such legend.

      6.  APPLICABLE  LAW. This Agreement  shall be construed in accordance with
and  governed  by the  laws of the  State of  Delaware,  without  regard  to the
principles of conflict of laws. The offering of the Convertible Notes is made by
the Corporation  pursuant to an exemption from registration  provided by Section
4(2) of the  Securities  Act of 1933,  as amended,  and  pursuant to Rule 506 of
Regulation D promulgated under the Securities Act of 1933.


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<PAGE>

      7. BINDING EFFECT.  Except as otherwise  provided  herein,  this Agreement
shall be  binding  upon and  inure to the  benefit  of the  Corporation  and the
Subscriber  and  their  successors,  heirs,  executors,   administrators,  legal
representatives and assigns.

      8.  ASSIGNMENTS.  This Agreement may not be assigned by any of the parties
hereto.

      9. ENTIRE AGREEMENT. This Agreement,  including exhibits,  constitutes the
entire agreement between the parties pertaining to the subject matter hereof and
supersedes  any  prior  understandings,  oral or  written.  In the  event of any
conflict  between the terms of this  Agreement and the terms of the  Convertible
Note,  in the form  attached  hereto as Exhibit B, the terms of the  Convertible
Note shall be controlling.

      10.  NOTICES.  Any notice  required  to be given in  connection  with this
Agreement  will  be in  writing  and  delivered  personally,  by  registered  or
certified mail (return  receipt  requested),  or sent by facsimile  transmission
with a confirmation  sent by way of one of the above  methods,  addressed to the
recipient at the address set forth below:

            (a) If to the Subscriber,  to the address set forth on the signature
page hereto.

            (b) If to the Corporation, addressed to:

                          Yukon Gold Corporation, Inc.
                          Suite 408 - 347 Bay Street
                          Toronto, ON M5H 2R7
                          Telephone:      (416) 865-9790 or (800) 295-0671
                          Facsimile:      (416) 865-1250


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<PAGE>

                          YUKON GOLD CORPORATION, INC.

                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE

Total Amount Loaned: $56,250.00     pursuant to the Convertible Note

INFORMATION RE: OWNERSHIP OF THE CONVERTIBLE NOTE:

                                            Check Appropriate Space:

/s/David J. Rittmueller                     ____ Individual Ownership
-------------------------
(Signature of subscriber)

                                            ____ Joint Tenants with Right
                                                 of Survivorship

David J. Rittmueller                        __X__ Tenants in Common
---------------------------
(Printed name of subscriber)
                                             ____ Community Property


/s/ Kathy J. Rittmueller                    Other: ________________________
-------------------------
(Signature of spouse, or
other joint tenant or
tenant-in-common, if any)

Kathy J. Rittmueller                                 Dated: May 13, 2004
---------------------------
(Printed name of spouse, or
other joint tenant, if any)

                             ______________________

.................................................................................

Subscription for Convertible  Note in the amount of US$56,250.00  accepted as of
May 14, 2004.

                          YUKON GOLD CORPORATION, INC.

                          By: /s/ Stafford Kelley
                              --------------------------------------


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<PAGE>

                                    EXHIBIT A

                          YUKON GOLD CORPORATION, INC.

                             PURCHASER QUESTIONNAIRE

      The undersigned  (the  "Subscriber")  understands that the purpose of this
Subscriber  Questionnaire is to permit YUKON GOLD CORPORATION,  INC., a Delaware
corporation (the  "Corporation")  to determine whether or not the undersigned is
an  "accredited  investor"  within the meaning of Regulation  D, as  promulgated
under the Securities  Act of 1933, as amended (the "Act"),  since the securities
(the "Securities") being offered under the foregoing Subscription Agreement will
not be registered under the Act or under state securities laws.

      The  Subscriber  understands  that all  answers  will at all times be kept
strictly confidential.  However, by signing this Subscriber  Questionnaire,  the
Subscriber agrees that the Corporation may present this Subscriber Questionnaire
to such  parties  as the  Corporation  deems  appropriate  if called  upon under
applicable law to establish the  availability  under the Act or state securities
laws of an exemption from registration for the offering of the Securities.

      Where the answer to any question is "None" or "Not Applicable",  please so
state.

      limited liability company or revocable trust, an individual  authorized by
same should complete this Subscriber Questionnaire.

1.  NAME:___________ David J. Rittmueller_____________________  AGE:_____58_____

         SOCIAL SECURITY NUMBER:_________354 36 3157_____________________

         NAME OF SPOUSE:___Kathy_________ NO. OF DEPENDENTS ____1____

         FEDERAL I.D. NUMBER (CORPORATIONS, TRUSTS, LIMITED LIABILITY COMPANIES,
         AND PARTNERSHIPS): ____________________________________________________

2. HOME ADDRESS (INCLUDE STREET,

         CITY, STATE, AND ZIP CODE):___________________________________________

         ____________3423 Hunters Run, San Antonio Texas 78230__________________

         HOME TELEPHONE NUMBER: (AREA CODE) _______210-493-1289__________

3. BUSINESS ADDRESS (INCLUDE STREET,

         CITY, STATE, and ZIP CODE):____________________________________________

         ____________N/A________________________________________________________

         BUSINESS TELEPHONE NUMBER: (AREA CODE) ___210-885-7539
4.   SEND CORRESPONDENCE TO:  HOME ______________  OFFICE ______________

                  OTHER:__________ N/A__________________________________________

                           _____________________________________________________


                  EMAIL ADDRESS:_______________dritmueller@satx.rr.com__________

5.    The  Subscriber  acknowledges  that this  offering  of  Securities  in the
      Corporation has not been registered  under the Act because the Corporation
      is  relying  in part upon an  exemption  from  registration  under the Act
      available for offers and sales to "accredited  investors".  The Subscriber
      also acknowledges that in accepting this subscription the Corporation will
      rely upon the  information  contained  herein.  In order to  qualify as an
      "accredited  investor",  the  Subscriber  must  meet  one or  more  of the
      following  tests (the  following  references to dollar amounts shall be to
      dollars in the lawful currency of the United States of America):

      (a)   $1,000,000 Net Worth Test (Natural  Persons Only):  The net worth of
            the  Subscriber   (calculated   individually  or  jointly  with  the
            Subscriber's  spouse, and including the value of home, furniture and
            automobiles), is $1,000,000 or more; or

      (b)   Income Test (Natural  Persons  Only):  The  Subscriber's  individual
            income  for each of the  last two  years  and as  projected  for the
            current  year  must be in  excess of  $200,000  or the  Subscriber's
            individual  income (when combined with the individual  income of the
            Subscriber's spouse) for each of the last two years and as projected
            for the current year must be in excess of $300,000; or

      (c)   the  Subscriber  is a  partnership  corporation,  limited  liability
            company,   or  revocable  trust  with  total  assets  in  excess  of
            $5,000,000;

      (d)   the Subscriber is an entity (e.g., partnership, corporation, limited
            liability  company or  revocable  trust)  each of the  shareholders,
            partners  or  equity  owners  (as  appropriate)  of  which,  or if a
            revocable   trust  each  of  the   grantors  of  which,   meets  the
            requirements of any of categories (a), (b) or (c) above; or

      (e)   the  Subscriber is a domestic bank or savings and loan  association,
            whether   acting  in  its  individual  or  fiduciary   capacity;   a
            broker-dealer  registered pursuant to the Securities Exchange Act of
            1934; a domestic insurance company; an investment company registered
            under the  Investment  Company Act of 1940;  a business  development
            company; a Small Business  Investment Company licensed by the United
            States Small Business  Administration;  or an employee  benefit plan
            within the  meaning  of Title I of the  Employee  Retirement  Income
            Security Act of 1974, if the  investment  decision is made by a plan
            fiduciary  that is  either  a bank,  savings  and  loan  association
            insurance  company  or  registered  investment  adviser,  or if  the
            employee benefit plan has total assets in excess of $5,000,000; or


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<PAGE>

      (f)   the  Subscriber  is a  "private  business  development  company"  as
            defined in the Investment Advisers Act of 1940; or

      (g)   the Subscriber is an organization  described in Section 501(c)(3) of
            the Internal Revenue Code of 1986, as amended,  with total assets in
            excess of $5,000,000; or

      (h)   the  Subscriber  is an  individual  who is a director  or  executive
            officer of the Corporation.

      A. Indicate whether the Subscriber qualifies as an "accredited  investor":
under any of the tests described above.   Yes _X_      No ____

      B. If Yes,  indicate  under which of the tests set forth in paragraphs (a)
through (h)

above the Subscriber qualifies as an "accredited investor":

 (a) _X_ (b) _____ (c) _____ (d) _____ (e) _____ (f) _____ (g) _____ (h) _____

6.    The Subscriber  represents that the information  contained  hereinabove is
      complete  and  accurate  and  may  be  relied  on by  the  Corporation  in
      determining  whether this offering is exempt from  registration  under the
      Act and in  complying  with  applicable  state  securities  laws;  and the
      Subscriber will notify the Corporation  promptly of any material change in
      any of such information.

      IN  WITNESS   WHEREOF,   the  Subscriber  has  executed  this   Subscriber
Questionnaire this __13th __ day of __May___, 2004.

                            __________________________________________
                            Name of partnership, corporation, limited
                            liability company or revocable trust, if applicable

                            /s/ David J. Rittmueller
                            -------------------------------
                            Signature

                            David J. Rittmueller
                            -------------------------------
                            Please print signature as signed, including
                            title(s), if applicable

                            /s/ Kathy J. Rittmueller
                            -------------------------------
                            Additional signature, if applicable

                            Kathy J. Rittmueller
                            -------------------------------
                            Please print additional signature
                            as signed, including title(s), if applicable



                                       7
<PAGE>

                                    EXHIBIT B

                                 PROMISSORY NOTE

                                                               DATE OF ISSUANCE:
$56,250.00                                                          May 14, 2004

      FOR VALUE RECEIVED,  YUKON GOLD CORPORATION,  INC., a Delaware corporation
(the  "Company"),  hereby promises to pay to the order of the undersigned  party
(the "Lender"),  the principal sum of Fifty Six Thousand,  Two Hundred and Fifty
and no/100 Dollars ($56,250.00), together with interest thereon from the date of
this  Note.  Interest  shall  accrue  at a rate of 2  percent  (2%)  per  annum,
provided,  however,  that upon the occurrence of an Event of Default (as defined
below), interest shall accrue at a default rate of interest of five percent (5%)
from (and including) the date such Event of Default occurs (following expiration
of any applicable  cure period) until (but  excluding) the date on which Company
cures such Event of Default, such Event of Default is waived or the default rate
of  interest is waived.  On the  Maturity  Date,  the  principal  and any unpaid
accrued interest shall be due and payable by the Company.

      1.  PAYMENT.  All  payments  shall be made in lawful  money of the  United
States of America at the principal office of the Company, or at such other place
as the holder hereof may from time to time  designate in writing to the Company.
Payment  shall be credited  first to Costs (as defined  below),  if any, then to
accrued  interest due and payable and any remainder  applied to  principal.  The
Company  hereby  waives  demand,  notice,  presentment,  protest,  and notice of
dishonor.

      2. MATURITY DATE. "Maturity Date" shall mean July 1, 2005.

      3. PREPAYMENT.  This Note may be prepaid in full or part at any time. Upon
conversion of this Note, as provided below, the Company shall have no obligation
to repay principal or interest hereunder.

      4.  CONVERSION  RIGHT.  Upon  the  later  to occur  of:  (a) the  one-year
anniversary of the date hereof,  or (b) the registration of the Company's common
stock under the Securities Act of 1933 and the Securities  Exchange Act of 1934,
in each case as amended,  Lender  shall have the right to convert this Note into
such  number  of  Units  (as  defined  below)  as are  obtainable  for the  then
outstanding  amount of principal and accrued but unpaid interest under this Note
at a Unit purchase price of $56,250 per Unit.

      Each "Unit"  shall  consist of: (a) 75,000  shares of common  stock of the
      Company,  par value $0.0001 per share and (b) 37,500  Warrants to purchase
      common stock of the Company.  Each Warrant entitles the holder to purchase
      one share of common stock for $1.25 on or before December 31, 2005.

      On conversion  any amount of the  outstanding  principal  plus accrued but
      unpaid interest in excess of the multiples of $56,250 shall be paid at the
      Company's  option in cash or by the  issuance of shares of common stock at
      $0.75 per share.


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<PAGE>

      5.  EVENT  OF  DEFAULT.  If  any  of  the  following  events  (hereinafter
collectively called "Events of Default") shall occur and be continuing:

            (a) Any  installment  of  principal  or  interest  or any  other sum
payable  hereunder  shall not be paid in full within fifteen (15) days after the
same shall become due and payable on the Maturity Date; or

            (b) Any  proceeding  shall be  instituted  by or against the Company
seeking to adjudicate it a bankrupt or insolvent,  or seeking  liquidation under
any law  relating  to  bankruptcy,  insolvency  or  reorganization  or relief of
debtors,  provided,  however,  that no Event of Default shall have occurred as a
result of any petition of bankruptcy  filed by a third party against the Company
if such petition is dismissed  within ninety (90) days after filing  against the
Company;

then, upon the said occurrence of any one or more of the Events of Default,  the
entire  unpaid  principal  balance  and  interest  and all  other  sums  payable
hereunder shall, at the election of the Lender, become and be due and payable at
once, without presentment, demand, protest, or further notice of any kind.

      6.  MANDATORY  CONVERSION.  Upon the later to occur of:  (a) the  one-year
anniversary of the date hereof,  or (b) the registration of the Company's common
stock under the Securities Act of 1933 and the Securities  Exchange Act of 1934,
in each case as amended,  the Company shall have the right to require conversion
of this Note as provided in Section 4 above.

      7. AMENDMENTS AND ASSIGNS. This Note may not be amended or assigned by the
undersigned Lender.  This Note is non-transferable  without the prior permission
of the Company,  which  permission shall be conditioned upon there being a valid
exemption from  registration  under the securities Act of 1933, and shall become
void if assigned in contravention hereof.

      8. EXPENSES.  The Company  hereby  agrees,  subject only to any limitation
imposed by applicable law, to pay all expenses,  including reasonable attorneys'
fees and legal  expenses,  incurred  by the  holder of this  Note  ("Costs")  in
endeavoring  to collect any amounts  payable  hereunder  which are not paid when
due,  whether by declaration or otherwise.  The Company agrees that any delay on
the part of the Lender in exercising any rights  hereunder will not operate as a
waiver of such  rights.  The Lender  shall not by any act,  delay,  omission  or
otherwise be deemed to have waived any of its rights or remedies,  and no waiver
of any kind shall be valid  unless in writing and signed by the party or parties
waiving such rights or remedies.

      9. GOVERNING  LAW. This Note shall be governed by and construed  under the
laws of the State of Delaware.

LENDER(S)                                           YUKON GOLD CORPORATION, INC.

/s/ David J. Rittmueller                             By: /s/ Stafford Kelley
------------------------                             ---------------------------
David J. Rittmueller                                 Stafford Kelley
                                                     Secretary, Treasurer

/s/ Kathy J. Rittmueller
------------------------
Kathy J. Rittmueller