EXECUTIVE 
EMPLOYMENT AGREEMENT 



        This
Employment Agreement (“Agreement”) is effective as of January 1, 2008 between
Gold Resource Corporation, a Colorado corporation (the “Company”), and Jason
Reid (the “Executive”) (collectively, the “Parties”). 



W I T N E S S E T H:  



        WHEREAS,
the Company wishes to engage the Executive’s services upon the terms and conditions
hereinafter set forth; and 



        WHEREAS,
the Executive wishes to be employed by the Company upon the terms and conditions
hereinafter set forth. 



        NOW,
THEREFORE, in consideration of the premises and mutual promises set forth below, the
sufficiency of which is hereby acknowledged, the Parties agree as follows: 



         
    1.       
          Employment; Duties. The Company hereby agrees to employ the Executive
          effective as of the date first above written (the “Effective Date”) as
          its Vice-President of Corporate Development, and the Executive hereby agrees to
          serve in such capacity. Executive shall be responsible for formulating corporate
          growth and capital formation strategies and overseeing the Company’s
          investor relations programs and for any other duties assigned to him by the
          Chief Executive Officer of the Company (“CEO”). The Executive shall at
          all times report to and take direction from the CEO, and shall perform such
          additional duties not inconsistent with his position as shall be designated from
          time to time by the Company. 



         
    2.       
          Best Efforts. The Executive agrees to use his best efforts to promote the
          interests of the Company and shall, except for illness, reasonable vacation
          periods and leaves of absence, devote his full business time and energies to the
          business and affairs of the Company. The Executive shall be permitted to perform
          material outside business endeavors only with the approval of the Board of
          Directors, provided that such outside activities do not interfere with the
          performance of the Executive’s duties. The Executive may also engage in
          work for charitable, benevolent, civic or educational purposes so long as such
          endeavors do not interfere with the Executive’s duties hereunder. 



         
    3.       
          Term of Agreement. The term of this Agreement shall commence on the
          Effective Date and such term and the employment hereunder shall continue, unless
          earlier terminated in accordance with the provisions of Section 5, for a period
          of three years (the “Original Term”). On each anniversary of this
          Agreement, the term of the Executive’s employment shall be automatically
          extended one additional year unless, prior to 120 days before such anniversary,
          the Employer shall have delivered to the Executive or the Executive shall have
          delivered to the Employer written notice that the term of the Executive’s
          employment hereunder will not be extended. The period of employment of the
          Executive by the Company, commencing with the Effective Date and continuing
          until termination of the employment by expiration or notice hereunder, in
          accordance with Section 5 or otherwise, shall be known as the “Term of
          Employment.” 













      4.
       Compensation. 



       4.1
        Base
Salary. As compensation for the Executive’s services rendered hereunder, the
Company shall pay to the Executive a base salary at an annual rate equal to one hundred
fifty thousand dollars ($150,000) (the “Base Salary”). The Base Salary
shall be payable to the Executive on a monthly basis in accordance with the
Company’s standard policies for management personnel. 



       4.2
       
Incentive Compensation. With respect to each calendar year or portion thereof,
beginning with calendar year 2008, the Executive shall be eligible to receive incentive
compensation, including but not limited to, bonuses, stock options and other perquisites,
payable solely in the discretion of the Board of Directors. 



       4.4
       Benefits. The Executive shall be entitled to participate in all benefit programs
established by the Company and generally applicable to the Company’s executives,
including group health, dental and life insurance and vacation pay. The Executive shall
also be reimbursed for reasonable and necessary business expenses incurred in the course
of his employment with the Company pursuant to Company policies established from time to
time. Reimbursement shall be made to the extent such expenses are deductible by the
Company in accordance with applicable Internal Revenue Service rules. The Executive shall
be entitled to four weeks of paid vacation per year and all paid holidays. 



       4.5
       
Cellular Phone. The Company shall, during the Term of Employment, provide the
Executive with and pay for the Executive’s use of a cellular phone for business and
reasonable personal use. 



       4.6
       
Office, Equipment and Assistance. The Company shall provide for the Executive all
facilities, equipment and services suitable to his position and adequate for the
performance of his duties. The Executive will be required to perform the services and
duties described in Section 1 primarily at the Denver location of the Company. 



     5.
       
Termination of Employment Relationship. 



       5.1
       Death.
This Agreement shall terminate immediately upon the death of the Executive. In such event,
Employer shall pay Executive’s estate an amount equal to 12 months Base Salary, such
amount being payable within three months after his death. 



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       5.2
       
Disability. This Agreement shall not terminate upon the temporary disability of the
Executive, but the Employer may terminate this Agreement upon Executive’s permanent
disability (“Total Disability”). In such event, Employer shall pay Executive an
amount equal to 24 months Base Salary, such amount being payable within three months after
such termination, such amount being reduced by any disability insurance thereafter to be
received by Executive for which the Employer pays all the premiums and of which Executive
is the beneficiary. The Board of Directors shall make a determination of the Total
Disability of the Executive based upon the definition of disability contained in any
disability insurance policy owned by the Company and insuring against the disability of
the Executive, and if the Company does not have such a policy, then by reference to any
policy owned by the Executive. If no such policy exists or if such policy does not comply
with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”), Total Disability shall be based upon the inability of the
Executive to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months. Any such
determination by the Board of Directors shall be evidenced by its written opinion
delivered to the Executive. Such written opinion shall specify with particularity the
reasons supporting such opinion and be manually signed by at least a majority of the Board
of Directors. 



       5.3
       
Termination by the Company. This Agreement may be terminated by the Company for
“Cause” and, in such event, the term of employment shall terminate at the
termination date designated by the Company. For the purpose of this paragraph,
“Termination for Cause” or “Cause” shall include the following: 



         
               (a)       
          A finding by a court of breach of fiduciary duty or conviction of criminal
          conduct by the Executive, in either case after all rights of appeal have expired
          or such appeals have been exhausted, having the effect of materially adversely
          affecting the Company and/or its reputation; 



         
               (b)       
          Failure by the Executive to substantially perform his duties hereunder; 



         
               (c)       
          Engagement by the Executive in the use of narcotics or alcohol to the extent
          that the performance of his duties is materially impaired; 



         
               (d)       
          Material breach of the terms of this Agreement by the Executive or failure to
          substantially comply with proper instructions of the CEO; 



         
               (e)       
          Willful misconduct by the Executive which is materially injurious to the
          Company, other than business decisions made in good faith; or 



         
               (f)       
          Any act or omission on the part of the Executive not described above, but which
          constitutes material and willful misfeasance, malfeasance, or gross negligence
          in the performance of his duties to the Company. 



       5.4
       
Termination by the Executive. The Executive may terminate this Agreement for
“Good Reason.” For purposes of this paragraph, Good Reason shall mean: 



         
               (a)       
          Any assignment to the Executive of any duties materially inconsistent with the
          position described in Section 1 hereof; 



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               (b)       
          Any material diminution of the duties of the Executive then-existing without the
          written consent of the Executive; 



         
               (c)       
          Any removal of the Executive from, or failure to re-elect the Executive to, the
          positions described in Section 1 hereof without the Executive’s written
          consent, except in connection with termination of the Executive pursuant to
          Section 5.1, 5.2 or 5.3 hereof; 



         
               (d)       
          A reduction in the Executive’s rate of compensation, or a reduction in the
          Executive’s fringe benefits, moving the Company’s headquarters from
          Denver or any other failure of the Company to comply with Section 4 of this
          Agreement; 



         
               (e)       
          Other material breach of this Agreement by the Company; or 



         
               (f)       
          Following a “Change in Control,” defined below. 



       A
“Change of Control” shall be deemed to have occurred if (i) a tender offer shall
be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Company; (ii) the sale of 30% or more of the outstanding voting
securities of the Company in a single transaction or a series of transactions occurring
during a period of not more than twelve months; (iii) the Company shall be merged or
consolidated with another corporation and as a result of such merger or consolidation less
than 50% of the outstanding securities of the surviving or resulting corporation shall be
owned in the aggregate by the former shareholders of the Company, as the same shall have
existed immediately prior to such merger or consolidation; or (iv) the Company shall sell
more than 40% of the fair market value of its assets to another corporation which is not a
wholly owned subsidiary. 



       Any
termination by the Board of Directors pursuant to Section 5.2 or 5.3 or by the Executive
pursuant to Section 5.4 shall be communicated by written Notice of Termination to the
other Party hereto. Notice of Termination shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated. 



       The
Executive’s obligations under Section 6 regarding confidentiality shall survive any
termination of this Agreement by the Executive, by the Company or otherwise. 



     5.4
       
Payment Upon Termination. 



         
               (a)       
          If this Agreement is terminated by the Company for Cause, or the Executive
          resigns without Good Reason, during the Term of Employment, the Executive shall
          not be entitled to severance pay of any kind but shall be entitled to be
          reimbursed for all reasonable business expenses incurred by the Executive and
          shall be paid the Base Salary earned by the Executive prior to the effective
          date of termination or resignation, and all obligations of the Company under
          Section 4 hereof shall terminate upon the designated termination date, except to
          the extent otherwise required by law. 



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               (b)       
          In the event that the Executive is terminated without Cause or the Executive
          resigns with Good Reason, the Company shall pay the Executive thirty-five (35) months
          Base Salary at the rate prevailing for the Executive immediately prior to
          such termination as severance pay, payable in accordance with Company’s
          normal payroll. The Executive shall also be entitled to receive benefits to
          which he was entitled immediately preceding the date of termination for a
          similar period, including but not limited to health and dental insurance.
          Notwithstanding the foregoing, the timing of the payments described in this
          subsection (b) of section 5.4 may be modified if, and only if, necessary to
          comply with the provisions of Section 409A such that the amounts payable to the
          Executive are paid to him in the year in which such income is required to be
          included in his gross income for tax purposes. 



         
               (c)       
          The parties agree that this Agreement is intended to comply with the
          requirements of Section 409A and the regulations and other guidance promulgated
          thereunder or an exemption from 409A. Notwithstanding anything in this Agreement
          to the contrary, if the Executive is a “specified employee” (as
          described in Section 409A) on the date of his separation from service, any
          amount to which the Executive would otherwise be entitled during the first six
          (6) months following separation of service that constitutes nonqualified
          deferred compensation within the meaning of Section 409A and that is therefore
          not exempt from Section 409A as involuntary separation pay or a short-term
          deferral will be accumulated and paid in a single lump sum cash payment (without
          interest) on the earlier of (i) the first business day of the seventh
          (7th) month following the date of such “separation from
          service” (as defined under Section 409A) or (ii) the date of the
          Executive’s death, and any remaining payments and benefits due under this
          Agreement shall be paid or provided in accordance with the normal payment dates
          specified herein. For purposes of this Agreement, each amount to be paid or
          benefit to be provided hereunder shall be construed as a separate identified
          payment for purposes of Section 409A. 



       6.
       
Confidentiality and Non-Disclosure. 



       6.1
       Confidential
Information. The Executive and the Company recognize that due to the nature of his
engagement under this Agreement, and the relationship of the Executive to the Company, the
Executive has had access to and has acquired, will have access to and will acquire, and
has assisted in and may assist in developing, confidential and proprietary information
relating to the business and operations of the Company and its affiliates, including trade
secrets as defined in the Colorado Uniform Trade Secrets Act and information with respect
to their present and prospective products, services, systems, software, data, customers,
agents, processes, and sales and marketing methods. The Executive acknowledges that such
information has been and will continue to be of central importance to the business of the
Company and its affiliates and that disclosure of it to or its use by others could cause
substantial loss to the Company. The Executive will keep confidential any trade secrets or
confidential or proprietary information of the Company and its affiliates which are now
known to him or which hereafter may become known to him as a result of his employment or
association with the Company and shall not at any time directly or indirectly disclose any
such information to any person, firm or corporation, or use the same in any way other than
in connection with the business of the Company or its affiliates during and at all times
after the expiration of the Term of Employment. 



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       6.2
       
Remedy. In the event of a breach or threatened breach by the Executive of any of
the provisions of this Section 6, the Company shall be entitled to injunctive relief,
restraining the Executive and any business, firm, partnership, individual, corporation, or
entity participating in such breach or attempted breach, from engaging in any activity
which would constitute a breach of this Section 6. Nothing herein, however, shall be
construed as prohibiting the Company from pursuing any other remedies available at law or
in equity for such breach or threatened breach, including the recovery of damages. The
provisions of this Section 6 shall survive the termination of this Agreement and the
termination of the Executive’s employment. 



     7.
       
Miscellaneous.



       7.1
        Assignability.
The Executive may not assign his rights and obligations under this Agreement without
the prior written consent of the Company, which consent may be withheld for any reason or
for no reason. 



       7.2
       
Severability. In the event that any of the provisions of this Agreement shall be
held to be invalid or unenforceable, the remaining provisions shall nevertheless continue
to be valid and enforceable as though the invalid or unenforceable parts had not been
included therein. 



       7.3
       
Entire Agreement. This Agreement, and any attachments hereto, constitute the entire
agreement between the Parties relating to the subject matter hereof and supersedes all
prior agreements or understandings among the Parties hereto with respect to the subject
matter hereof. 



       
7.4       
Amendments. This Agreement shall not be amended or modified except by a writing
signed by both Parties hereto. 



       7.5
       
Waiver. The failure of either Party at any time to require performance of the other
Party of any provision of this Agreement shall in no way affect the right of such Party
thereafter to enforce the same provision, nor shall the waiver by either Party of any
breach of any provision hereof be taken or held to be a waiver of any other or subsequent
breach, or as a waiver of the provision itself. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Colorado without regard to the
conflict of laws of such State. The benefits of this Agreement may not be assigned nor any
duties under this Agreement be delegated by the Executive without the prior written
consent of the Company, except as contemplated in this Agreement. This Agreement and all
of its rights, privileges, and obligations will be binding upon the Parties and all
successors and agreed to assigns thereof. 



       7.6
       
Binding Agreement. This Agreement shall be effective as of the date hereof and
shall be binding upon and inure to the benefit of the Executive, his heirs, personal and
legal representatives, guardians and permitted assigns. The rights and obligations of the
Company under this Agreement shall inure to the benefit of and shall be binding upon any
successor or assignee of the Company, including any entity that may be merged with or into
the Company. 



       7.7
       
Headings. The headings or titles in this Agreement are for the purpose of reference
only and shall not in any way affect the interpretation or construction of this Agreement. 



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        7.8
       
No Conflict. The Executive represents and warrants that he is not subject to any
agreement, order, judgment or decree of any kind which would prevent him from entering
into this Agreement or performing fully his obligations hereunder. 



        7.9
       
Survival. The rights and obligations of the Parties shall survive the Term of
Employment to the extent that any performance is required under this Agreement after the
expiration or termination of such Term of Employment. 



        7.10
       
Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall together constitute one and the
same document. 



        7.11
       
Notices. Any notice to be given hereunder by either Party to the other may be
effected in writing by personal delivery, or by mail, certified with postage prepaid, or
by overnight delivery service. Notices sent by mail or by an overnight delivery service
shall be addressed to the Parties at the addresses appearing following their signatures
below, or upon the employment records of the Company but either Party may change its or
his address by written notice in accordance with this paragraph. 



        7.12
       
Opportunity to Consult Counsel. The Parties hereto represent and agree that, prior
to executing this Agreement, each has had the opportunity to consult with independent
counsel concerning the terms of this Agreement. 



        7.13
       
Attorney Fees. In the event of any dispute, arbitration, litigation between the
Parties or proceeding before any court of competent jurisdiction, the prevailing Party
shall be entitled to reasonable attorney fee, costs and expenses. 



[Signatures on
following page] 









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        IN
WITNESS WHEREOF, the Parties hereto have properly and duly executed this Agreement to be
effective as of the date first written above. 





	 	
THE COMPANY: 
Gold Resource Corporation







	 	
By: _______________________________________

Name: ___________________________________

Title: _______________________________________






	 	
EXECUTIVE:








	 	
_______________________________________

Jason Reid
Address:________________________________


______________________________________