Pengram Corporation: Exhibit 10.15 - Filed by newsfilecorp.com






OPTION AGREEMENT

THIS AGREEMENT made as of the 15th day of September,
2010.

BETWEEN:

CLISBAKO MINERALS INC., a
British Columbia corporation having its 
registered office at #950, 650 West
Georgia Street, Vancouver, BC V6B 4N8

(the "Optionor")

OF THE FIRST PART

AND:

MANADO GOLD CORP., a British
Columbia corporation having its registered 
office at #950, 650 West Georgia
Street, Vancouver, BC V6B 4N8

(the "Optionee")

OF THE SECOND PART

WHEREAS:

A.                    
The Optionor is the owner of certain mineral claims located in the Cariboo
Mining Division of British Columbia;

B.                    
The Optionor has agreed to grant an exclusive option to the Optionee to acquire
an interest in and to the Property, on the terms and conditions hereinafter set
forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the sum of $1.00 now paid by the Optionee to the Optionor (the
receipt of which is hereby acknowledged), the parties agree as follows:

DEFINITIONS

1.                    
For the purposes of this Agreement the following words and phrases shall have
the following meanings, namely:

		
      (a) 
	
      "Exploration Expenditures" means the sum of all costs of
      acquisition and maintenance of the Property, all expenditures on the
      exploration and development of the Property, and all other costs and
      expenses of whatsoever kind or nature incurred or chargeable by the
      Optionee with respect to the exploration of the Property;
  




	 	(b) 	
      "Option" means the option to acquire a 75% interest in
      and to the Property as provided in this Agreement;

	 	 	 
	 	(c) 	
      "Option Period" means the period from the date of this
      Agreement to and including the date of exercise or termination of the
      Option;

	 	 	 
	 	(d) 	
      "Property" means the mineral claims described in Schedule
      "A" hereto including any replacement or successor claims, and all mining
      leases and other mining interests derived from any such claims. Any
      reference herein to any mineral claim comprising the Property includes any
      mineral leases or other interests into which such mineral claim may have
      been converted;

	 	 	 
	 	(e) 	
      "Property Rights" means all licenses, permits, easements,
      rights-of-way, certificates and other approvals obtained by either of the
      parties either before or after the date of this Agreement and necessary
      for the exploration of the Property;







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	 	(f) 	
      "Shares" means common shares in the capital of the
      Optionee to be issued to the Optionor pursuant to the exercise of the
      Option.



REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
OPTIONOR

	2. 	(a) 	The Optionor represents and warrants to and
      covenants with the Optionee that: 



	 	(i) 	
      it is legally entitled to hold the Property and the
      Property Rights and will remain so entitled until the interest of the
      Optionor in the Property which is subject to the Option has been duly
      transferred to the Optionee as contemplated hereby;

	 	 	 
	 	(ii) 	
      it is, and at the time of each transfer to the Optionee
      of an interest in the mineral claims comprising the Property pursuant to
      the exercise of the Option it will be, the recorded holder and beneficial
      owner of all of the mineral claims comprising the Property free and clear
      of all liens, charges and claims of others, except as noted on Schedule
      "A", and no taxes or rentals are or will be due in respect of any of the
      mineral claims;

	 	 	 
	 	(iii) 	
      the mineral claims comprising the Property have been duly
      and validly located and recorded pursuant to the laws of the jurisdiction
      in which the Property is situate and, are in good standing with respect to
      all filings, fees, taxes, assessments, work commitments or other
      conditions on the date hereof and until the dates set opposite the
      respective names thereof in Schedule "A";

	 	 	 
	 	(iv) 	
      there are not any adverse claims or challenges against or
      to the ownership of or title to any of the mineral claims comprising the
      Property, nor to the knowledge of the Optionor is there any basis
      therefor, and there are no outstanding agreements or options to acquire or
      purchase the Property or any portion thereof, and no person;

	 	 	 
	 	(v) 	
      it has been duly incorporated, amalgamated or continued
      and validly exists as a corporation in good standing under the laws of its
      jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
	 	(vi) 	
      it has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement by
      it, and the consummation of the transactions herein contemplated will not
      conflict with or result in any breach of any covenants or agreements
      contained in, or constitute a default under, or result in the creation of
      any encumbrance under the provisions of the Articles or the constating
      documents of the Optionor or any shareholders' or directors' resolution,
      indenture, agreement or other instrument whatsoever to which the Optionor
      is a party or by which it is bound or to which it or the Property may be
      subject; and

	 	 	 
	 	(vii) 	
      no proceedings are pending for, and the Optionor is
      unaware of any basis for the institution of any proceedings leading to,
      the dissolution or winding up of the Optionor or the placing of the
      Optionor in bankruptcy or subject to any other laws governing the affairs
      of insolvent corporations.




	 	(b) 	
      The representations and warranties contained in this
      section are provided for the exclusive benefit of the Optionee, and a
      breach of any one or more thereof may be waived by the Optionee in whole
      or in part at any time without prejudice to its rights in respect of any
      other breach of the same or any other representation or warranty, and the
      representations and warranties contained in this section shall survive the
      execution of this Agreement and of any transfers, assignments, deeds or
      further documents respecting the Property.







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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
OPTIONEE

	3. 	(a) 	The Optionee represents and warrants to and
      covenants with the Optionor that: 



	 	(i) 	
      it has been duly incorporated, amalgamated or continued
      and validly exists as a corporation in good standing under the laws of its
      jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
	 	(ii) 	
      it is lawfully authorized to hold mineral claims and real
      property under the laws of the jurisdiction in which the Property is
      situate;

	 	 	 
	 	(iii) 	
      it has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement by
      it, and the consummation of the transactions herein contemplated will not
      conflict with or result in any breach of any covenants or agreements
      contained in, or constitute a default under, or result in the creation of
      any encumbrance under the provisions of the Articles or the constating
      documents of the Optionee or any shareholders' or directors' resolution,
      indenture, agreement or other instrument whatsoever to which the Optionee
      is a party or by which it is bound or to which it or the Property may be
      subject;

	 	 	 
	 	(iv) 	
      no proceedings are pending for, and the Optionee is
      unaware of any basis for the institution of any proceedings leading to,
      the dissolution or winding up of the Optionee or the placing of the
      Optionee in bankruptcy or subject to any other laws governing the affairs
      of insolvent corporations; and

	 	 	 
	 	(v) 	
      the Shares will, at the time of delivery to the Optionor,
      be duly authorized and validly allotted and issued as fully paid and
      non-assessable free of any liens, charges or
  encumbrances.




	 	(b) 	
      The representations and warranties contained in this
      section are provided for the exclusive benefit of the Optionor and a
      breach of any one or more thereof may be waived by the Optionor in whole
      or in part at any time without prejudice to its rights in respect of any
      other breach of the same or any other representation or warranty, and the
      representations and warranties contained in this section shall survive the
      execution hereof.



GRANT AND EXERCISE OF OPTION

	
      4. 
	
      (a) 
	
      The Optionor hereby grants to the Optionee the sole and
      exclusive right and option to acquire a 75% undivided interest in and to
      the Property free and clear of all charges, encumbrances and claims.
    

	  	  	  
	  	(b) 	The Option shall be exercised by the Optionee;
    



	 	(i) 	
      paying the Optionor US$150,000 as follows:

	 	 	 
	 		(A) 	
      $50,000 on execution of this Agreement;

	 		(B) 	
      a further $50,000 on or before October 31, 2010;
    and

	 		(C) 	
      a further $50,000 on or before January 31,
2011.

	 	 	 	 
	 	(ii) 	
      allotting and issuing an aggregate of 600,000 Shares to
      the Optionor, as fully paid and non-assessable, as follows:

	 	 	 
	 		(A) 	
      100,000 Shares on or before September 15, 2011;

	 		(B) 	
      a further 200,000 Shares on or before September 15, 2012;
      and

	 		(C) 	
      a further 300,000 Shares on or before September 15,
      2013.

	 	 	 	 
	 	(iii) 	
      incurring Exploration Expenditures of CAD$650,000 on the
      Property as follows:







4

	 	(A) 	
      $100,000 on or before September 15, 2011;

	 	(B) 	
      a further $300,000 on or before September 15, 2012;
      and

	 	(C) 	
      a further $250,000 on or before September 15,
  2013.



In the event that the Optionee spends,
in any of the above periods, less than the specified sum, it may pay to the
Optionor the difference between the amount it actually spent and the specified
sum before the expiry of that period in full satisfaction of the Exploration
Expenditures to be incurred. In the event that the Optionee spends, in any
period, more than the specified sum, the excess shall be carried forward and
applied to the Exploration Expenditures to be incurred in succeeding periods or
to the Optionee's costs under the joint venture agreement to be entered into
upon the exercise of the Option. 

	 	(c) 	
      If and when the Option has been exercised:

	 	 	 	 
	 		(i) 	
      a 75% undivided right, title and interest in and to the
      Property shall vest in the Optionee free and clear of all charges,
      encumbrances and claims; and

	 	 	 	 
	 		(ii) 	
      the Optionor and the Optionee shall enter into a joint
      venture agreement substantially in the form attached hereto as Schedule
      "B".



5.                    
The Optionor shall, forthwith after the exercise of the Option by the Optionee,
deliver to the Optionee duly executed transfers of the appropriate interest in
the Property which shall have been acquired by the Optionee upon exercise of the
Option.

RIGHT OF ENTRY

6.                    
Throughout the Option Period the directors and officers of the Optionee and its
servants, agents and independent contractors, shall have the sole and exclusive
right in respect of the Property to:

	 	(a) 	
      enter thereon;

	 	 	 
	 	(b) 	
      have exclusive and quiet possession thereof;

	 	 	 
	 	(c) 	
      do such prospecting, exploration, development and other
      mining work thereon and thereunder as the Optionee in its sole discretion
      may determine advisable;

	 	 	 
	 	(d) 	
      bring upon and erect upon the Property such buildings,
      plant, machinery and equipment as the Optionee may deem advisable;
    and

	 	 	 
	 	(e) 	
      remove therefrom and dispose of reasonable quantities of
      ores, minerals and metals for the purposes of obtaining assays or making
      other tests.



OBLIGATIONS OF THE OPTIONEE DURING OPTION
PERIOD

7.                    
During the Option Period the Optionee shall:

	 	(a) 	
      maintain in good standing those mineral claims comprising
      the Property by the doing and filing of assessment work or the making of
      payments in lieu thereof, by the payment of taxes and rentals, and the
      performance of all other actions which may be necessary in that regard and
      in order to keep such mineral claims free and clear of all liens and other
      charges arising from the Optionee's activities thereon except those at the
      time contested in good faith by the Optionee;

	 	 	 
	 	(b) 	
      record all exploration work carried out on the Property
      by the Optionee as assessment work;

	 	 	 
	 	(c) 	
      permit the directors, officers, employees and designated
      consultants of the Optionor, at their own risk and expense, access to the
      Property at all reasonable times, and the Optionor agrees
  to







5

	 		
      indemnify the Optionee against and to save it harmless
      from all costs, claims, liabilities and expenses that the Optionee may
      incur or suffer as a result of any injury (including injury causing death)
      to any director, officer, employee or designated consultant of the
      Optionor while on the Property;

	 	 	 
	 	(d) 	
      do all work on the Property in a good and workmanlike
      fashion and in accordance with all applicable laws, regulations, orders
      and ordinances of any governmental authority;

	 	 	 
	 	(e) 	
      indemnify and save the Optionor harmless in respect of
      any and all costs, claims, liabilities and expenses arising out of the
      Optionee's activities on the Property, but the Optionee shall incur no
      obligation hereunder in respect of claims arising or damages suffered
      after termination of the Option if upon termination of the Option any
      workings on or improvements to the Property made by the Optionee are left
      in a safe condition;

	 	 	 
	 	(f) 	
      permit the Optionor, at its own expense, reasonable
      access to the results of the work done on the Property during the last
      completed calendar year;

	 	 	 
	 	(g) 	
      deliver to the Optionor, forthwith upon receipt thereof,
      copies of all reports, maps, assay results and other technical data
      compiled by or prepared at the direction of the Optionee with respect to
      the Property.



TERMINATION OF OPTION BY OPTIONEE

	8. 	(a) 	The Option shall terminate:




	 		(i) 	
      upon the Optionee failing to incur or make any
      expenditure or payment or issuance of shares which must be incurred or
      made or issued in exercise of the Option; or

	 	 	 	 
	 		(ii) 	
      at any other time, by the Optionee giving notice of such
      termination to the Optionor.

	 	 	 	 
	 	(b) 	
      If the Option is terminated the Optionee shall:

	 	 	 	 
	 		(i) 	
      leave in good standing for a period of at least twelve
      (12) months from the termination of the Option Period those mineral claims
      comprising the Property;

	 	 	 	 
	 		(ii) 	
      deliver or make available at no cost to the Optionor
      within ninety (90) days of such termination, all drill core, copies of all
      reports, maps, assay results and other relevant technical data compiled
      by, prepared at the direction of, or in the possession of the Optionee
      with respect to the Property and not theretofore furnished to the
      Optionor.

	 	 	 	 
	 	(c) 	
      Notwithstanding the termination of the Option, the
      Optionee shall have the right, within a period of 180 days following the
      end of the Option Period, to remove from the Property all buildings,
      plant, equipment, machinery, tools, appliances and supplies which have
      been brought upon the Property by or on behalf of the Optionee, and any
      such property not removed within such 180 day period shall thereafter
      become the property of the Optionor.



TRANSFERS

	
      9. 
	
      (a) 
	
      The Optionee may at any time either during the Option
      Period or thereafter, sell, transfer or otherwise dispose of all or any
      portion of its interest in and to the Property and this Agreement provided
      that any purchaser, grantee or transferee of any such interest shall have
      first delivered to the Optionor its agreement relating to this Agreement
      and to the Property, containing: 




	 	(i) 	
      a covenant to perform all the obligations of the Optionee
      to be performed under this Agreement in respect of the interest to be
      acquired by it from the Optionee to the same extent as if this Agreement
      had been originally executed by such purchaser, grantee or transferee;
      and







6

	 		(ii) 	
      a provision subjecting any further sale, transfer or
      other disposition of such interest in the Property and this Agreement or
      any portion thereof to the restrictions contained in this paragraph
      (a).

	 	 	 	 
	 	(b) 	
      No assignment by the Optionee of any interest less than
      its entire interest in this Agreement and in the Property shall, as
      between the Optionee and the Optionor, discharge it from any of its
      obligations hereunder, but upon the transfer by the Optionee of the entire
      interest at the time held by it in this Agreement, whether to one or more
      transferees and whether in one or in a number of successive transfers, the
      Optionee shall be deemed to be discharged from all obligations hereunder
      save and except for the fulfillment of contractual commitments accrued due
      prior to the date on which the Optionee shall have no further interest in
      this Agreement.

	 	 	 	 
	 	(c) 	
      If the Optionor should receive a bona fide offer from an
      independent third party (the "Proposed Purchaser") dealing at arm's length
      with the Optionor to purchase all or a part of its interest in the
      Property, which offer the Optionor desires to accept, or if the Optionor
      intends to sell all or a part of its interest in the Property:

	 	 	 	 
	 		(i) 	
      The Optionor shall first offer (the "Offer") such
      interest in writing to the Optionee upon terms no less favourable than
      those offered by the Proposed Purchaser or intended to be offered by the
      Optionor, as the case may be.

	 	 	 	 
	 		(ii) 	
      The Offer shall specify the price, terms and conditions
      of such sale, the name of the Proposed Purchaser and shall, in the case of
      an intended offer by the Optionor, disclose the person or persons to whom
      the Optionor intends to offer its interest and, if the offer received by
      the Optionor from the Proposed Purchaser provides for any consideration
      payable to the Optionor otherwise than in cash, the Offer shall include
      the Optionor's good faith estimate of the cash equivalent of the non-cash
      consideration.

	 	 	 	 
	 		(iii) 	
      If within a period of 60 days of the receipt of the Offer
      the Optionee notifies the Optionor in writing that it will accept the
      Offer, the Optionor shall be bound to sell such interest to the Optionee
      on the terms and conditions of the Offer. If the Offer so accepted by the
      Optionee contains the Optionor's good faith estimate of the cash
      equivalent of the non cash consideration as aforesaid, and if the Optionee
      disagrees with the Optionor's best estimate, the Optionee shall so notify
      the Optionor at the time of acceptance and the Optionee shall, in such
      notice, specify what it considers, in good faith, the fair cash equivalent
      to be and the resulting total purchase price. If the Optionee so notifies
      the Optionor, the acceptance by the Optionee shall be effective and
      binding upon the Optionor and the Optionee, and the cash equivalent of any
      such non-cash consideration shall be determined by binding arbitration and
      shall be payable by the Optionee, subject to prepayment as hereinafter
      provided, within 60 days following its determination by arbitration. The
      Optionee shall in such case pay to the Optionor, against receipt of an
      absolute transfer of clear and unencumbered title to the interest of the
      Optionor being sold, the total purchase price which is specified in its
      notice to the Optionor and such amount shall be credited to the amount
      determined following arbitration of the cash equivalent of any non-cash
      consideration.

	 	 	 	 
	 		(iv) 	
      If the Optionee fails to notify the Optionor before the
      expiration of the time limited therefor that it will purchase the interest
      offered, the Optionor may sell and transfer such interest to the Proposed
      Purchaser at the price and on the terms and conditions specified in the
      Offer for a period of sixty (60) days, but the terms of this paragraph
      shall again apply to such interest if the sale to the Proposed Purchaser
      is not completed within such sixty (60) days.







7

	 	(v) 	
      Any sale hereunder shall be conditional upon the Proposed
      Purchaser delivering a written undertaking to the Optionee, in form and
      substance satisfactory to its counsel, to be bound by the terms and
      conditions of this Agreement.



SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF
AGREEMENT

10.                    
The Optionee may at any time during the Option Period elect to abandon any one
or more of the mineral claims comprised in the Property by giving notice to the
Optionor of such intention. Any claims so abandoned shall be in good standing
under the laws of the jurisdiction in which they are situate for at least twelve
(12) months from the date of abandonment. Upon any such abandonment, the mineral
claims so abandoned shall for all purposes of this Agreement cease to form part
of the Property and, if title to such claims has been transferred to the
Optionee the Optionee shall retransfer such title to the Optionor at the
Optionee's expense.

FORCE MAJEURE

	11. 	(a) 	
      If the Optionee is at any time either during the Option
      Period or thereafter prevented or delayed in complying with any provisions
      of this Agreement by reason of strikes, lock-outs, labour shortages, power
      shortages, fuel shortages, fires, wars, acts of God, governmental
      regulations restricting normal operations, shipping delays or any other
      reason or reasons, other than lack of funds, beyond the control of the
      Optionee, the time limited for the performance by the Optionee of its
      obligations hereunder shall be extended by a period of time equal in
      length to the period of each such prevention or delay, but nothing herein
      shall discharge the Optionee from its obligations hereunder to maintain
      the Property in good standing; 

	  	  	
       

		(b) 	
      The Optionee shall give prompt notice to the Optionor of
      each event of force majeure and upon cessation of such event shall furnish
      to the Optionor with notice to that effect together with particulars of
      the number of days by which the obligations of the Optionee hereunder have
      been extended by virtue of such event of force majeure and all preceding
      events of force majeure. 



CONFIDENTIAL INFORMATION

12.                         
No information furnished by the Optionee to the Optionor hereunder in respect of
the activities carried out on the Property by the Optionee shall be published or
disclosed by the Optionor without the prior written consent of the Optionee, but
such consent in respect of the reporting of factual data shall not be
unreasonably withheld, and shall not be withheld in respect of information
required to be publicly disclosed pursuant to applicable securities or
corporation laws, regulations or policies.

ARBITRATION

	13. 	(a) 	
      All questions or matters in dispute under this Agreement
      shall be submitted to arbitration pursuant to the terms hereof. 

	  	  	
       

		(b) 	
      It shall be a condition precedent to the right of any
      party to submit any matter to arbitration pursuant to the provisions
      hereof, that any party intending to refer any matter to arbitration shall
      have given not less than 10 days' prior notice of its intention to do so
      to the other party, together with particulars of the matter in dispute. On
      the expiration of such ten (10) days, the party who gave such notice may
      proceed to refer the dispute to arbitration as provided in paragraph (c).
      

	  	  	
       

		(c) 	
      The party desiring arbitration shall appoint one
      arbitrator, and shall notify the other party of such appointment, and the
      other party shall, within fifteen (15) days after receiving such notice,
      either consent to the appointment of such arbitrator which shall then
      carry out the arbitration or appoint an arbitrator, and the two
      arbitrators so named, before proceeding to act, shall, within thirty (30)
      days of the appointment of the last appointed arbitrator, unanimously
      agree on the appointment of a third arbitrator to act with them and be
      chairman of the arbitration herein provided for. If the other party shall
      fail to appoint an arbitrator within fifteen (15) days after receiving
      notice of the appointment of the first arbitrator, the first arbitrator
      shall be the only arbitrator. If the two arbitrators appointed by the
      parties shall be unable to agree on the appointment of the chairman,
    







8

	 		
      the chairman shall be appointed under the provisions of
      the Commercial Arbitration Act of British Columbia. Except as
      specifically otherwise provided in this section, the arbitration herein
      provided for shall be conducted in accordance with such Act. The chairman,
      or in the case where only one arbitrator is appointed, the single
      arbitrator, shall fix a time and place in Vancouver, British Columbia, for
      the purpose of hearing the evidence and representations of the parties,
      and he shall preside over the arbitration and determine all questions of
      procedure not provided for under such Act or this section. After hearing
      any evidence and representations that the parties may submit, the single
      arbitrator, or the arbitrators, as the case may be, shall make an award
      and reduce the same to writing, and deliver one copy thereof to each of
      the parties. The expense of the arbitration shall be paid as specified in
      the award.

	 	 	 
	 	(d) 	
      The parties agree that the award of a majority of the
      arbitrators, or in the case of a single arbitrator, of such arbitrator,
      shall be final and binding upon each of them.



DEFAULT

14.                         
If at any time during the Option Period the Optionee is in default of any
provision in this Agreement (other than the provisions of subparagraph 4(b) for
which no notice of default need be given), the Optionor may terminate this
Agreement, but only if:

	 	(a) 	
      it shall have first given to the Optionee a notice of
      default containing particulars of the obligation which the Optionee has
      not performed, or the warranty breached; and

	 	 	 
	 	(b) 	
      the Optionee has not, within forty-five (45) days
      following delivery of such notice of default, cured such default or
      commenced proceedings to cure such default by appropriate payment or
      performance, the Optionee hereby agreeing that should it so commence to
      cure any default it will prosecute the same to completion without undue
      delay.



                          Should
the Optionee fail to comply with the provision of subparagraph (b), the Optionor
may thereafter terminate this Agreement by giving notice thereof to the
Optionee.

RULE AGAINST PERPETUITIES

15.                     If
any right, power or interest held by or to be acquired by any party in the
Property under this Agreement would violate the rule against perpetuities, then
such right, power or interest shall terminate at the expiration of twenty (20)
years after the death of the last survivor of all the lineal descendants of Her
Majesty, Queen Elizabeth II of England, living on the date of the execution of
this Agreement.

NOTICES

16.                    
Each notice, demand or other communication required or permitted to be given
under this Agreement shall be in writing and shall be delivered, telegraphed or
telecopied to such party at the address for such party specified above. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or telegraphed or, if given by telecopier, shall
be deemed conclusively to be the next business day. Either party may at any time
and, from time to time, notify the other party in writing of a change of address
and the new address to which notice shall be given to it thereafter until
further change.

GENERAL

	17. 	(a) 	
      This Agreement shall supersede and replace any other
      agreement or arrangement, whether oral or written, heretofore existing
      between the parties in respect of the subject matter of this Agreement.
      

	  	  	
       

		(b) 	
      No consent or waiver expressed or implied by either party
      in respect of any breach or default by the other in the performance by
      such other of its obligations hereunder shall be deemed or construed to be
      a consent to or a waiver of any other breach or default.








9

	 	(c) 	
      The parties shall promptly execute or cause to be
      executed all documents, deeds, conveyances and other instruments of
      further assurance and do such further and other acts which may be
      reasonably necessary or advisable to carry out fully the intent of this
      Agreement or to record wherever appropriate the respective interest from
      time to time of the parties in the Property.

	 	 	 
	 	(d) 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties and their respective successors and permitted
      assigns.

	 	 	 
	 	(e) 	
      This Agreement shall be governed by and construed in
      accordance with the laws of British Columbia and shall be subject to the
      approval of all securities regulatory authorities having
    jurisdiction.

	 	 	 
	 	(f) 	
      Time shall be of the essence in this Agreement.

	 	 	 
	 	(g) 	
      Wherever the neuter and singular is used in this
      Agreement it shall be deemed to include the plural, masculine and
      feminine, as the case may be.

	 	 	 
	 	(h) 	
      Any reference in this Agreement to currency shall be
      deemed to be United States currency.

	 	 	 
	 	(i) 	
      This Agreement may be executed in several parts in the
      same form and such parts as so executed shall together constitute one
      original agreement, and such parts, if more than one, shall be read
      together and construed as if all the signing parties hereto had executed
      one copy of this Agreement.

	 	 	 
	 	(j) 	
      This Agreement has been prepared by O’Neill Law
      Corporation acting solely on behalf of the Optionor and the Optionee
      acknowledges that it has consented to O’Neill Law Corporation acting for
      the Optionor and that it has been advised to obtain independent legal
      advice.



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

	CLISBAKO MINERALS INC. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ David K.
      Ryan 	 
	David K. Ryan 	 
	President & Director 	 
	  	 
	  	 
	MANADO GOLD CORP. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Logan B.
      Anderson 	 
	Logan B. Anderson 	 
	President & Director 	 






SCHEDULE "A"

THE PROPERTY


	Tenure 
Number 	Claim 
Name 	Owner 
	Map 
Number 	Issue Date 
	Good To Date 
	Area (ha) 

	530325 	 
    	219497 (100%) 	093C
    	2006/Mar/20 	2010/Oct/29 	489.55 
	530328 	 
    	219497 (100%) 	093C
    	2006/Mar/20 	2010/Oct/29 	489.737 
	530329 	 
    	219497 (100%) 	093C
    	2006/Mar/20 	2010/Oct/29 	313.297 
	530387 	DENT
      1 	219497 (100%) 	093C
    	2006/Mar/22 	2010/Oct/29 	391.808 
	530462 	DENT
      2 	219497 (100%) 	093C
    	2006/Mar/24 	2010/Oct/29 	391.811 
	530464 	DENT
      3 	219497 (100%) 	093C
    	2006/Mar/24 	2010/Oct/29 	391.662 
	530465 	DENT
      4 	219497 (100%) 	093C
    	2006/Mar/24 	2010/Oct/29 	313.21 
	534877 	BAKO
      7 	219497 (100%) 	093C
    	2006/Jun/05 	2010/Oct/29 	293.618 
	534928 	DENT
      6 	219497 (100%) 	093C
    	2006/Jun/06 	2010/Oct/29 	293.618 
	535450 	DENT
      5 	219497 (100%) 	093C
    	2006/Jun/12 	2010/Oct/29 	19.578 



All located in the Cariboo Mining Division, British Columbia




SCHEDULE “B”

FORM OF JOINT VENTURE AGREEMENT





JOINT VENTURE AGREEMENT

THIS AGREEMENT made as of the __________________________day
  of ___________________, 2010.

BETWEEN:

CLISBAKO MINERALS INC., a British
  Columbia corporation having its 

  registered office at #950, 650 West Georgia Street, Vancouver, BC V6B 4N8

(the "Optionor")

OF THE FIRST PART

AND:

MANADO GOLD CORP., a British
  Columbia corporation having its

  registered office at #950, 650 West Georgia Street, Vancouver, BC V6B 4N8

(the "Optionee")

OF THE SECOND PART

WHEREAS:

A.               
  The Optionor owns an undivided *% interest and the Optionee owns an undivided
  *% interest in and to the Property; and

B.               
  The parties have agreed to create a joint venture to carry out the continued
  exploration and development of the Property on the terms and conditions hereinafter
  set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of the premises and of the mutual covenants and agreements herein contained
  the parties hereto have agreed and do hereby agree as follows:

1.           
        INTERPRETATION

1.1               
  In this Agreement the following words, phrases and expressions shall have the
  following meanings:

	 	(a) 	 "Accounting Procedure" means the procedure attached
        to this Agreement as Appendix I by which the Joint Operation shall be
        accounted for.

	 	 	 
	 	(b) 	 "Affiliate" shall have the meaning attributed to it
        in the British Columbia Business Corporations Act.

	 	 	 
	 	(c) 	 "Agreement" means this Joint Venture Agreement, as amended
        from time to time.

	 	 	 
	 	(d) 	 "Assets" means all tangible and intangible goods, chattels,
        improvements or other items including, without limiting the generality
        of the foregoing, land, buildings, and equipment, excluding the Property,
        acquired for or made to the Property under this Agreement or the cost
        of which is included in Prior Exploration Costs.

	 	 	 
	 	(e) 	 "Commercial Production" means the operation of the Property
        as a producing mine and the production of mineral products therefrom (excluding
        bulk sampling, pilot plant or test operations).

	 	 	 
	 	(f) 	 "Completion Date" means the date on which it is demonstrated
        to the satisfaction of the Management Committee that the preparing and
        equipping of the Mine for Commercial Production is complete.









2

	 	(g) 	 "Construction" means every kind of work carried
        out during the Construction Period by the Operator in accordance with
        the Feasibility Report approved by the Management Committee.

	 	 	 	 
	 	(h) 	 "Construction Period" means, unless the Production
        Notice is subsequently withdrawn, the period beginning on the date a Production
        Notice is given and ending on the Completion Date.

	 	 	 	 
	 	(i) 	 "Costs" means all items of outlay and expense
        whatsoever, direct or indirect, with respect to Mining Operations in accordance
        with this Agreement. Without limiting the generality of the foregoing,
        the following categories of Costs shall have the following meanings:

	 	 	 	 
	 		(i) 	 "Construction Costs" means those Costs incurred by the
        Participants during the Construction Period including, without limiting
        the generality of the foregoing, the Operator's fee;

	 	 	 	 
	 		(ii) 	 “Exploration Costs" means those Costs incurred
        by the Participants during the Exploration Period including, without limiting
        the generality of the foregoing, the Operator's fee;

	 	 	 	 
	 		(iii) 	 "Mine Costs" means Construction Costs and Operating
        Costs;

	 	 	 	 
	 		(iv) 	 "Operating Costs" means those Costs incurred by the
        Participants subsequent to the Completion Date including, without limiting
        the generality of the foregoing, the Operator's fee; and

	 	 	 	 
	 	(j) 	 "Exploration Period" means the period beginning
        on the date of this Agreement and ending on the date an effective Production
        Notice is given. "Prior Exploration Costs" means the expenditures and
        deemed expenditures of the parties as determined in accordance with Appendix
        III.

	 	 	 	 
	 	(k) 	 "Feasibility Report" means a detailed report
        demonstrating the feasibility of placing any part of the Property into
        Commercial Production at an acceptable rate of return on capital in such
        form and detail as is customarily required by institutional lenders of
        major financing for mining projects and shall include a reasonably assessment
        of the mineable ore reserves and their amenability to metallurgical treatment,
        a complete description of the work, equipment and supplies required to
        bring such part of the Property into Commercial Production and the estimated
        cost thereof, a description of the mining methods to be employed and a
        financial appraisal of the proposed operations supported by explanations
        of the following information:

	 	 	 	 
	 		 - 
	 a description of that part of the Property to be covered
        by the proposed mine;

	 	 	 	  

	 		 - 
	 the estimated recoverable reserves of minerals and the
        estimated composition and content thereof;

	 	 	 	  

	 		 - 
	 the proposed procedure for development, mining and production;

	 	 	 	  

	 		 - 
	 results of ore amenability tests;

	 	 	 	  

	 		 - 
	 the nature and extent of the facilities proposed to
        be acquired which may include mill facilities, if the size, extent and
        location of the ore body makes such mill facilities feasible, in which
        event the study shall also include a preliminary design for such mill;

	 	 	 	  

	 		 - 
	 the total costs, including capital budget, which are
        reasonably required to purchase, construct and install all structures,
        machinery and equipment required for the proposed mine including a schedule
        of timing of such requirements;









3

	 		 - 
	 all environmental impact studies and costs;

	 	 	 	  

	 		 - 
	 the period in which it is proposed the Property be
        put into Commercial Production;

	 	 	 	  

	 		 - 
	 such other data and information as are reasonably necessary
        to substantiate the existence of an ore deposit of sufficient size and
        grade to justify development of a mine, taking into account all relevant
        business, tax and other economic considerations; and

	 	 	 	  

	 		 - 
	 working capital requirements for the initial four month
        operation of the Property as a mine or such longer period as may be reasonably
        justified in the circumstances.

	 	 	 	 
	 	(l) 	 "Interest" means the undivided beneficial
        percentage interest in the Property, the Assets and any Mine which is
        subject to adjustment during the Exploration Period according to Article
        8, and subsequent to the Exploration Period according to Article 11.

	 	 	 	 
	 	(m) 	 "Joint Operation" means the joint venture
        formed pursuant to Article 2 for the purpose of exploring and developing
        the Property and operating it as a Mine.

	 	 	 	 
	 	(n) 	 "Management Committee" means the committee
        established pursuant to Article 4.

	 	 	 	 
	 	(o) 	 "Mine" means the workings established and
        Assets acquired including, without limiting the generality of the foregoing,
        development headings, plant and concentrator installations, infrastructure,
        housing, roads, airport and other facilities in order to bring the Property
        into Commercial Production.

	 	 	 	 
	 	(p) 	 "Minerals" means all ores, and concentrates
        derived therefrom, and all minerals, precious and base, metallic and non-metallic,
        in, on or under the Property which may lawfully be explored for, mined
        and sold.

	 	 	 	 
	 	(q) 	 "Mining Operations" means every kind of work
        done by or on behalf of the Operator:

	 	 	 	 
	 		(i) 	 on or in respect of the Property in accordance with
        a Program or Production Notice; or

	 	 	 	 
	 		(ii) 	 if not provided for in a Program or Production Notice,
        unilaterally and in good faith to maintain the Property in good standing,
        to prevent waste or to otherwise discharge any obligation which is imposed
        upon it pursuant to this Agreement and in respect of which the Management
        Committee has not given it directions;

	 	 	 	 
	 			 including, without limiting the generality of the foregoing,
        investigating, prospecting, exploring, developing, property maintenance,
        preparing reports, estimates and studies, designing, equipping, improving,
        surveying, Construction and mining, milling concentrating, rehabilitation,
        reclamation, and environmental protection.

	 	 	 	 
	 	(r) 	 "Operating Plan" shall mean a plan prepared
        in accordance with Article 14 for the operation of the Mine.

	 	 	 	 
	 	(s) 	 "Operating Year" shall mean a 12 month period,
        the first Operating Year to commence on the day after the Completion Date
        and each succeeding Operating Year commencing immediately after the expiration
        of the preceding Operating Year.

	 	 	 	 
	 	(t) 	 "Operator" means the party or other person
        appointed as the Operator in accordance with Article 5.









4

	 	(u) 	 "Participant" means a party that has elected to contribute
        to Exploration Costs or Mine Costs, as the case may be.

	 	 	 
	 	(v) 	 "Party" or "Parties" means the parties to this Agreement
        and their respective successors and permitted assigns which become parties
        pursuant to this Agreement.

	 	 	 
	 	(w) 	 "Prime Rate" means the rate of interest from time to
        time stated by the Royal Bank of Canada at its main branch in Vancouver,
        British Columbia, as being its prime rate on Canadian dollar demand loans.

	 	 	 
	 	(x) 	 "Production Notice" means a notice which is given to
        each of the Parties pursuant to Article 10 respecting the establishment
        of a Mine on and Commercial Production from the Property.

	 	 	 
	 	(y) 	 "Program" means the work plan and budget of Mining Operations
        conducted during the Exploration Period and adopted pursuant to Article
        8.

	 	 	 
	 	(z) 	 "Property" means the mineral properties described in
        Appendix IV and any additional mineral properties that become part of
        the Property pursuant to this Agreement, the Minerals therein, all information
        obtained from Mining Operations and those rights and benefits appurtenant
        to the Property that are acquired for the purpose of conducting Mining
        Operations. A reference to Property shall include a reference to any portion
        thereof.

	 	 	 
	 	(aa) 	 "Proportionate Share" means the share which is equal
        to a Party's Interest.

	 	 	 
	 	(bb) 	 "Simple Majority" means a decision made by the Management
        Committee by greater than 50% of the votes entitled to be cast.

	 	 	 
	 	(cc) 	 "$" means United States dollars.



1.2               
  The words "Article", "Section", "Subsection", "Paragraph", "Subparagraph", "Clause",
  "herein" and "hereunder" refer to this Agreement. The words "this Agreement"
  include every Schedule or Appendix attached hereto.

1.3               
  The captions and the emphases of the defined terms have been inserted for convenience
  and do not define the scope of any provision.

2.                
   FORMATION OF THE JOINT VENTURE

2.1               
  The Parties hereby agree, subject to Article 23, to associate and participate
  in a joint venture for the sole purpose of exploring the Property and, if deemed
  warranted, bringing the Property or a portion thereof into Commercial Production
  by establishing and operating a Mine.

2.2               
  Except as expressly provided in this Agreement each party shall have the right
  independently to engage in and receive full benefits from business activities
  whether or not competitive with the Joint Operation without consulting any other
  party. The doctrines of "corporate opportunity" or "business opportunity" shall
  not be applied to any other activity, venture or operation of any party with
  respect to any opportunity to acquire any assets outside of the Property at
  any time, or within the Property after the termination of this Agreement. Unless
  otherwise agreed in writing no Party shall have any obligation to mill, beneficiate
  or otherwise treat any Minerals or any other Party's share of Minerals in any
  facility owned or controlled by such Party.

3.                
   INTERESTS

3.1               
  Except as otherwise provided herein the parties shall bear all Costs and all
  liabilities arising under this Agreement and shall own the Property, the Assets
  and any Mine all in proportion to their respective Interests.





5

3.2               
  The respective initial Interests shall be as follows:

	 	(a) 	 Clisbako Minerals Inc. - 25%

	 	 	 
	 	(b) 	 Manado Gold Corp. - 75%



4.                
   MANAGEMENT COMMITTEE

4.1               
  A Management Committee shall be established on or forthwith after the date of
  this Agreement. Except as herein otherwise provided the Management Committee
  shall make all decisions in respect of Mining Operations.

4.2               
  Each Party, and the Operator if not a party, shall forthwith appoint one representative
  and one alternate representative to the Management Committee. The alternate
  representative may act for a party's representative in his absence.

4.3               
  The Operator shall call a Management Committee meeting at least once every 12
  months and, in any event, within 14 days of being requested to do so by any
  representative.

4.4               
  The Operator shall give notice specifying the time, place of and the agenda
  for the meeting to all representatives at least seven days before the time appointed
  for the meeting.

4.5               
  Notice of a meeting shall not be required if all representatives are present
  and unanimously agree upon the agenda.

4.6               
  A quorum for any Management Committee meeting shall be present if the representatives
  of Parties holding Interests totalling over 75% are present. If a quorum is
  present at the meeting the Management Committee shall be competent to exercise
  all of the authority, power and discretion herein bestowed upon it. The Management
  Committee shall not transact any business at a meeting unless a quorum is present
  at the commencement of the meeting but the quorum need not be present throughout
  the meeting. A meeting at which a quorum is not present shall be adjourned to
  the same time and place one week later at which adjourned meeting a quorum shall
  be one representative of a Party.

4.7               
  The Management Committee shall decide every question submitted to it by a vote
  with each Party's representative being entitled to cast that number of votes
  which is equal to its Party's Interest. Unless otherwise specifically required
  the Management Committee shall make decisions by Simple Majority. In the event
  of a deadlock the Operator's representative or the representative of a party
  who is Operator shall have a second or casting vote shall not have a second
  or casting vote and the matter shall be submitted to arbitration pursuant to
  Article 27.

4.8               
  The representative of the Operator shall be the chairman of Management Committee
  meetings.

4.9               
  The secretary of the Management Committee shall be appointed by the chairman
  and shall take minutes of that meeting and circulate copies thereof to each
  representative.

4.10              The
  Management Committee may make decisions by obtaining the consent in writing
  of the representatives of all Parties which consent may be in one or more counterparts
  which together shall be deemed to constitute one consent. Any decision so made
  shall be as valid as a decision made at a duly called and held meeting of the
  Management Committee.

4.11             
  Management Committee decisions made in accordance with this Agreement shall
  be binding upon all of the parties.





6

4.12             
  Each party shall bear the expenses incurred by its representatives and alternate
  representatives in attending meetings of the Management Committee.

4.13             
  The Management Committee may establish such other rules of procedure, not inconsistent
  with this Agreement, as the Management Committee deems fit.

5.                 
  OPERATOR

5.1               
  The Optionee shall be the Operator until it resigns or is removed by the Management
  Committee.

5.2               
  The Operator may resign as Operator by giving notice to all the parties at least
  90 days before its resignation. The Management Committee shall thereupon select
  another Operator not later than the 90th day after receipt of the previous Operator's
  notice of resignation.

5.3               
  The Management Committee may remove an Operator by six months notice in writing
  and shall appoint a new Operator. If the Operator has failed to perform in a
  manner that is consistent with good mineral exploration and development practice
  or is in default of its duties and responsibilities under this Agreement, and
  the Management Committee or another Party has given to the Operator written
  notice setting forth particulars of the Operator's default and the Operator
  has not within 30 days of such notice commenced to remedy the default and thereafter
  to proceed continuously and diligently to complete all required remedial action
  the other Party, and if there is more than one, the one with the greatest Interest,
  shall become the Operator.

5.4               
  Upon the Operator making a voluntary or involuntary assignment into bankruptcy
  or taking advantage of any legislation for the winding-up or liquidation of
  the affairs of insolvent or bankrupt companies the Operator shall automatically
  cease to be the Operator and the other Party or, if there is more than one,
  the one with the greatest Interest, shall be appointed as Operator.

5.5               
  The new Operator shall assume all of the rights, duties, liabilities and status
  of Operator as provided in this Agreement. The new Operator shall have no obligation
  to hire any employees of the former Operator.

5.6               
  Upon ceasing to be Operator the former Operator shall forthwith deliver to the
  person nominated for that purpose by the Management Committee, the custody of
  all Assets, Property, books, records, and other property both real and personal
  relating to this Agreement.

5.7               
  If the Operator resigns or is removed and no other person consents to act as
  Operator the Joint Operation shall terminate and the provisions of Article 18
  shall apply mutatis mutandis.

6.                
   OPERATOR'S FEE

6.1               
  The Operator may charge the following sums in satisfaction of its general overhead
  costs which are not charged directly as provided in the Accounting Procedure:

	 	(a) 	 with respect to Programs:

	 	 	 	 
	 		(i) 	 2% for each individual contract which includes an overhead
        charge by the person contracted;

	 	 	 	 
	 		(ii) 	 5% for each individual contract which exceeds $100,000
        and does not include an overhead charge by the person contracted;

	 	 	 	 
	 		(iii) 	 10% of all other Exploration Costs;

	 	 	 	 
	 	(b) 	 with respect to Construction, 1% of all Construction
        Costs;









7

	 	(c) 	 subsequent to the Completion Date, 5% of all Operating
        Costs.



7.                
   RIGHTS, DUTIES AND STATUS OF OPERATOR

7.1               
  The Operator in its operations hereunder shall be deemed to be an independent
  contractor and shall be entitled to charge for its services hereunder in accordance
  with the provisions of this Agreement and the Accounting Procedure relative
  thereto. The Operator shall not act or hold itself out as agent for any of the
  Parties nor make any commitments on their individual behalf unless specifically
  permitted by this Agreement or directed in writing by such Party.

7.2               
  Subject to any specific provision of this Agreement and subject to it having
  the right to reject any direction on reasonable grounds by virtue of its status
  as an independent contractor, the Operator shall perform its duties hereunder
  in accordance with the directions of the Management Committee and in accordance
  with this Agreement.

7.3               
  The Operator shall manage and carry out such Mining Operations as the Management
  Committee may direct and in connection therewith shall, in advance if reasonably
  possible, notify the Management Committee of any change in Mining Operations
  which the Operator considers material and, if it is not reasonably possible,
  the Operator shall notify the Management Committee so soon thereafter as is
  reasonably possible.

7.4               
  The Operator shall have the sole and exclusive right and authority to manage
  and carry out all Mining Operations and to enter into contracts and sub-contracts
  on behalf of the Joint Operation with third parties in respect thereof and incur
  the Costs required for that purpose. In so doing the Operator shall, unless
  it obtains the approval of the Management Committee:

	 	(a) 	 comply with the provisions of all agreements or instruments
        of title under which the Property or Assets are held;

	 	 	 
	 	(b) 	 pay all Costs properly incurred promptly as and when
        due;

	 	 	 
	 	(c) 	 keep the Property and Assets free of all liens and encumbrances
        other than those, if any, in effect on the date of this Agreement, those
        the creation of which is permitted pursuant to this Agreement, or builder's
        or mechanic's liens arising out of the Mining Operations and, in the event
        of any lien being filed as aforesaid, proceed with diligence to contest
        or discharge the same;

	 	 	 
	 	(d) 	 prosecute claims or, where a defence is available, defend
        litigation arising out of the Mining Operations provided that any Participant
        may join in the prosecution or defence at its own expense;

	 	 	 
	 	(e) 	 subject to section 19.2, perform such assessment work
        or make payments in lieu thereof and pay such rentals, taxes or other
        payments and do all such other things as may be necessary to maintain
        the Property in good standing including, without limiting the generality
        of the foregoing, staking and restaking mining claims, and applying for
        licenses, leases, grants, concessions, permits, patents and other rights
        to and interests in the Minerals;

	 	 	 
	 	(f) 	 maintain accounts in accordance with the Accounting
        Procedure provided that the judgement of the Operator as to matters related
        to the accounting for which provision is not made in the Accounting Procedure
        shall govern if the Operator's accounting practices are in accordance
        with accounting principles generally accepted in the mining industry in
        Canada;

	 	 	 
	 	(g) 	 perform its duties and obligations hereunder in a sound
        and workmanlike manner in accordance with sound mining and engineering
        practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal
    laws, by-laws, ordinances, rules and regulations and this Agreement; and









8

	 	(h) 	 prepare and submit draft Programs for each calendar
        year for consideration by the Management Committee by the November 30th
        preceding such calendar year.



8.                 
  EXPLORATION PROGRAMS

8.1               
  Draft Programs submitted by the Operator to the Management Committee shall contain
  a statement in reasonable detail of the proposed Program and estimates of all
  Exploration Costs to be incurred.

8.2               
  The Management Committee shall review the draft Program prepared and, if it
  deems fit, adopt the same with such modifications, if any, as the Management
  Committee deems necessary. The Operator shall be entitled to an allowance for
  a Cost overrun of 10% of a Program budget and any Costs so incurred shall be
  deemed to be included in the Program.

8.3               
  The Operator shall forthwith submit the approved Program to the Parties. Each
  Party may, within 30 days of receipt of the Program, give notice to the Operator
  committing to contribute its Proportionate Share of the Exploration Costs on
  that Program. A Party which fails to give notice within the 30 day period shall
  be deemed to have elected not to contribute.

8.4               
  If any party elects or is deemed to have elected not to contribute to an approved
  Program the amounts to be contributed by the Participants who elected to contribute
  to that Program shall be increased pro rata, subject to the right of
  any of them to elect not to contribute more than the amount initially committed
  by them. If a Participant elects not to contribute more than the amount initially
  committed the Operator may elect not to proceed with the approved Program or
  may prepare an amended Program and the provisions of this Article shall apply
  to such amended Program.

8.5               
  The Operator shall be entitled to invoice each Participant:

	 	(a) 	 no more frequently than monthly for its Proportionate
        Share of Exploration Costs incurred and paid by the Operator; or

	 	 	 
	 	(b) 	 in advance of requirements but not more than 30 days
        for an advance of that Participant's Proportionate Share of Exploration
        Costs.



Each invoice shall be signed by some responsible official of
  the Operator. Each Participant shall pay to the Operator the amount invoiced
  within 30 days of receipt of the invoice. If a Participant protests the correctness
  of an invoice it shall nevertheless be required to make the payment subject
  to later adjustment if such protest is sustained.

8.6               
  If after electing to participate any Participant (the "Defaulting Party") fails
  to pay its Proportionate Share within the 30 day period referred to in Paragraph
  8.5 the Operator may by notice demand payment. If no payment is made within
  the period of 30 days next succeeding the receipt of the demand notice the Interest
  of the Defaulting Party shall be deemed to be less than 20% and that interest
  will be converted to a 5% Net Profits Royalty to be calculated and paid in accordance
  with Appendix II hereto, and that Party shall have no further Interest. The
  Interests of the other Parties shall be increased pro rata.

8.7               
  The Operator shall expend all monies advanced by a Participant ratably with
  the advances of the other Participants. If the Operator suspends or prematurely
  terminates a Program any funds advanced by a Participant in excess of that Participant's
  Proportionate Share of Exploration Costs incurred prior to the suspension or
  premature termination shall be refunded forthwith.

8.8               
  If any Program is altered, suspended or terminated prematurely so that the Exploration
  Costs incurred on that Program as altered, suspended or terminated are less
  than 80% of the Exploration Costs 





9

originally proposed, any Party which elected or which is deemed
  to have elected not to contribute its Proportionate Share of the Exploration
  Costs incurred on that Program shall be given notice of the alteration, suspension
  or termination by the Operator and shall be entitled to contribute its Proportionate
  Share of the Exploration Costs incurred on that Program by payment thereof to
  the Operator within 30 days after receipt of the notice. If payment is not made
  by that Party within the 30 days aforesaid it shall, without a demand for payment
  being required to be made thereafter by the Management Committee, forfeit its
  right to contribute to that Program.

8.9               
  If a Party elects or is deemed to have elected not to contribute to the Exploration
  Costs of any Program the Interest of that Party shall be decreased and the Interest
  of each Participant contributing in excess of its Proportionate Share of the
  Exploration Costs shall be increased so that at all times during the Exploration
  Period the Interest of each Party will be equal to its Exploration Costs and
  Prior Exploration Costs expressed as a percentage of the Exploration Costs and
  Prior Exploration Costs of all Parties. The party whose Interest has been reduced
  shall be entitled to receive details of and to contribute to future Programs
  to the extent of its then Interest.

8.10             
  If a Party's Interest is reduced to 20% or less, that Interest will be converted
  to a 5% Net Profits Royalty to be calculated and paid in accordance with Appendix
  II hereto, and that Party shall have no further Interest. The Interests of the
  other Parties shall be increased pro rata.

8.11             
  If the Operator fails to submit a draft Program for an Operating Year by November
  30 of the year preceding such Operating Year:

	 	(a) 	 the Operator shall not be entitled to submit a draft
        Program for the Operating Year;

	 	 	 
	 	(b) 	 the other Party, and if there is more than one, the
        Party with the greatest Interest, may submit a draft Program (the "Non-Operator's
        Program") for the Operating Year for consideration by the Management Committee;

	 	 	 
	 	(c) 	 the Management Committee shall review the Non-Operator's
        draft Program and, if it deems fit (the Operator not being entitled to
        vote with respect thereto), adopt the Program with such modifications,
        if any, as the Management Committee deems necessary and the adopted Program
        shall then be submitted to the parties according to this Article;

	 	 	 
	 	(d) 	 if the Operator is a Party and elects not to contribute
        to the Program it shall cease to be the Operator and the Management Committee
        shall appoint a new Operator (the former Operator not being entitled to
        vote with respect thereto).



8.12             
  If the Management Committee for any reason fails to adopt a Program for an Operating
  Year by December 31 of the preceding year, the Operator shall, subject to direction
  to the contrary by the Management Committee and the receipt of the necessary
  funds, carry out such work and make such disbursements as to meet the minimum
  requirements to maintain the Property in good standing.

9.                
   FEASIBILITY REPORT

9.1               
  A Feasibility Report shall only be prepared with the approval of the Management
  Committee. The Operator shall provide copies of the completed Feasibility Report
  to each of the Parties forthwith upon receipt.

9.2               
  The Management Committee shall meet at reasonable intervals and times to review
  the Feasibility Report and discuss whether the establishing of a Mine and bringing
  the Property into Commercial Production in accordance with the Feasibility Report
  is feasible or desirable.

9.3               
  If the Operator has not provided copies of a completed Feasibility Report to
  each of the Parties with an Interest by the fifth anniversary of this Agreement,
  any Party whose Interest is not less than 20% and if 





10

there is more than one, the Party with the greatest Interest,
  may prepare a Feasibility Report at its own expense (the "Non-Operator's Feasibility
  Report") and submit it to the Management Committee.

10.                 
  PRODUCTION NOTICE

10.1               
  The Operator shall call a meeting of the Management Committee to consider the
  Feasibility Report for a date no sooner than six months after the Feasibility
  Report was provided to each of the Parties.

10.2               
  The Management Committee shall consider each Feasibility Report prepared and
  may approve any Feasibility Report with such modifications, if any, as it considers
  necessary or desirable. Such approval by the Management Committee must be given
  by Participants holding aggregate Interests of not less than 75%. If the Feasibility
  Report is a Non-Operator's Feasibility Report the Operator is not entitled to
  vote with respect to the approval thereof. If a Feasibility Report is approved
  as aforesaid the Management Committee shall forthwith cause a Production Notice
  to be given to each of the Parties with an Interest by the Operator stating
  that the Management Committee intends to establish and bring a Mine into production
  pursuant to the Feasibility Report as so approved.

11.                 
  ELECTION TO CONTRIBUTE

11.1               
  Each Party with an Interest may, within 120 days of receipt of the Production
  Notice, give the Operator notice committing to contribute its Proportionate
  Share of the Mine Costs. A Party which fails to give notice within the 120 day
  period shall be deemed to have elected not to contribute.

11.2               
  If any such Party fails to give such notice, that Party (a "non-Participant")
  shall forfeit the right to contribute to Mine Costs and shall suffer dilution
  and conversion of its Interest as provided in this paragraph. Those Parties
  which elected to contribute as aforesaid may thereupon elect to increase their
  contribution to the Mine Costs, if more than one Party then in proportion to
  their respective Interests, by the amount which any Party has declined to contribute.
  If elections are made so that Mine Costs are fully committed the Interest of
  each Participant shall be increased and that of each non-Participant shall be
  decreased so that the Interest of each Party at all times is equal to:

	 	(a) 	 the sum of its Exploration Costs, its Prior Exploration
        Costs and its contribution to Mine Costs;

	 	 	 
	 		 divided by

	 	 	 
	 	(b) 	 the sum of the total Exploration Costs, total Prior
        Exploration Costs and the total Mine Costs of all the Parties;

	 	 	 
	 		 multiplied by

	 	 	 
	 	(c) 	 100.



                
         If any Party's Interest is thereby
  less than 20% it shall forfeit its Interest to the Participants, if more than
  one then in proportion to their respective Interests, and that Party shall be
  entitled to receive as its sole remuneration and benefit in consideration of
  that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance
  with Appendix II. Each Participant shall severally cause to be paid to each
  non-Participant any Net Profits Royalty derived from the Property in the manner
  provided in Appendix II.

11.3               
  If Mine Costs are not fully committed the Production Notice shall be deemed
  to be withdrawn.

11.4               
  If Mine Costs are fully committed, the Operator shall diligently proceed to
  implement the Feasibility Report in accordance with normal standards in the
  mining industry. If the Operator fails to so implement the Feasibility Report
  within 12 months of the issuance of the Production Notice for reasons other
  than general economic conditions in the mining industry, any Party which forfeited
  the right to contribute to Mine Costs pursuant to section 11.2 shall have the
  right, exercisable during the 30 days following the expiration of 





11

such 12 month period, to re-acquire from the Participants all
  of its Interest as last held, by paying its Proportionate Share of Mine Costs
  together with interest at the Prime Rate plus 2% to the Participants in proportion
  to their Interests.

11.5               
  During the 12 month period referred to in section 11.4 the Participants shall
  not be obligated to provide any non-Participant with the results of any work
  carried out on the Property, the Participants' sole obligation during such period
  being to provide any non-Participant, on the written request of such non-Participant,
  but only once during the said 12 months, with a summary of the nature of the
  work carried out and the total Costs thereof.

12.                 
  MINE FINANCING

12.1               
  The contributions of the Participants toward the Mine Costs shall be individually
  and separately provided by them.

12.2               
  Any Party may pledge, mortgage, charge or otherwise encumber its Interest in
  order to secure monies borrowed and used by that Party for the sole purpose
  of enabling it to finance its participation under this Agreement or in order
  to secure by way of a general security interest as a part of the general corporate
  assets of that Party monies borrowed for its general corporate purposes, provided
  that the pledgee, mortgagee, holder of the charge or encumbrance (in this section
  called the "Chargee") shall hold such interest subject to the provisions of
  this Agreement and that if the Chargee realizes upon any of its security it
  will comply with this Agreement. The agreement between the Party, as borrower,
  and the Chargee shall contain specific provisions to the same effect as the
  provisions of this section.

13.                 
  CONSTRUCTION

13.1               
  Subject to Article 11, the Management Committee shall cause the Operator to,
  and the Operator shall, proceed with Construction with all reasonable dispatch
  after a Production Notice has been given. Construction shall be substantially
  in accordance with the Feasibility Report subject to any variations proposed
  in the Production Notice, and subject also to the right of the Management Committee
  to cause such other reasonable variations in Construction to be made as the
  Management Committee deems advisable.

14.                 
  OPERATION OF THE MINE

14.1               
  Commencing with the Completion Date all Mining Operations shall be planned and
  conducted and all estimates, reports and statements shall be prepared and made
  on the basis of an Operating Year.

14.2               
  With the exception of the first Operating Year an operating plan for each Operating
  Year shall be submitted by the Operator to the Participants not later than the
  end of the third quarter in the year immediately preceding the Operating Year
  to which the Operating Plan relates. Each Operating Plan shall contain the following:

	 	(a) 	 a plan for the proposed Mining Operation;

	 	 	 
	 	(b) 	 a detailed estimate of all Mine Costs plus a reasonable
        allowance for contingencies;

	 	 	 
	 	(c) 	 an estimate of the quantity and quality of the ore to
        be mined and the concentrates or metals to be produced; and

	 	 	 
	 	(d) 	 such other facts as may be necessary to reasonably illustrate
        the results intended to be achieved by the Operating Plan,



and upon request of any Participant the Operator shall meet with
  that Participant to discuss the Operating Plan and shall provide such additional
  or supplemental information as that Participant may reasonably require with
  respect thereto.





12

14.3               
  The Management Committee shall adopt each Operating Plan, with such changes
  as it deems necessary, at least three months before the commencement of the
  Operating Year to which the Operating Plan relates but the Management Committee
  may from time to time during the Operating Year amend any Operating Plan as
  required.

14.4               
  The Operator shall be entitled to include in the estimate of Mine Costs referred
  to in paragraph 14.2(b) the reasonably estimated costs of satisfying continuing
  obligations that may remain after this Agreement terminates in excess of amounts
  actually expended. Such continuing obligations are or will be incurred as a
  result of the Joint Operation and shall include such things as monitoring, stabilization,
  reclamation or restoration obligations, severance and other employee benefit
  costs and all other obligations incurred or imposed as a result of the Joint
  Operation which continue or arise after termination of this Agreement and settlement
  of all accounts. The amount accrued from time to time for the satisfaction of
  such continuing obligations shall be classified as Costs hereunder but shall
  be segregated into a separate account.

15.                
   PAYMENT OF MINE COSTS

15.1               
  The Operator may invoice each Participant, from time to time, for that Participant's
  Proportionate Share of Mine Costs incurred to the date of the invoice, or at
  the beginning of each month for an advance equal to that Participant's Proportionate
  Share of the estimated cash disbursements to be made during the month. Each
  Participant shall pay its Proportionate Share of the Mine Costs or the estimated
  cash disbursements aforesaid to the Operator within 30 days after receipt of
  the invoice. If the payment or advance requested is not so made the amount of
  the payment or advance shall bear interest calculated monthly not in advance
  from the 30th day after the date of receipt of the invoice thereof by that Participant
  at a rate equivalent to the weighted average Prime Rate for the month plus 2%
  per annum until paid. The Operator shall have a lien on each Participant's Interest
  in order to secure that payment or advance together with interest which has
  accrued thereon.

15.2               
  If any Participant (in this section 15.2 called a "Defaulting Participant")
  fails to pay an invoice within the 30 day period as aforesaid, the Operator
  may, by notice, demand payment. If no payment is made within 30 days of the
  Operator's demand notice the Operator may, without limiting its other rights
  at law, enforce the lien created by section 15.1 by taking possession of all
  or any part of the Defaulting Participant's Interest. The Operator may sell
  and dispose of the Interest which it has so taken into its possession by:

	 	(a) 	 first offering that Interest to the non-Defaulting Participants,
        and if there is more than one then in proportion to the respective Interests
        of the Participants who wish to accept that offer, for that price which
        is the fair market value stated in the lower of two appraisals obtained
        by the Operator from independent, well recognized appraisers competent
        in the appraisal of mining properties; and

	 	 	 
	 	(b) 	 if the non-Defaulting Participants have not purchased
        all or part of that Interest as aforesaid, then by selling the balance,
        if any, either in whole or in part or in separate parcels at public auction
        or by private tender (neither the Participants nor the Defaulting Participant
        being entitled to bid) at a time and on whatever terms the Operator shall
        arrange, having first given notice to the Defaulting Participant of the
        time and place of the sale.



As a condition of the sale as contemplated in subsection 15.2(b)
  the purchaser shall agree to be bound by this Agreement and, prior to acquiring
  the Interest, shall deliver notice to that effect to the parties in form acceptable
  to the Operator. The proceeds of the sale shall be applied by the Operator in
  payment of the amount due from the Defaulting Participant and interest as aforesaid,
  and the balance remaining, if any, shall be paid to the Defaulting Participant
  after deducting reasonable costs of the sale. Any sale or disposal made as aforesaid
  shall be a perpetual bar both at law and in equity by the Defaulting Participant
  and its successors and assigns against all other Participants and the Operator.





13

16.                 
  DISTRIBUTION IN KIND

16.1               
  It is expressly intended that, upon implementation of any Production Notice
  hereunder, the association of the parties shall be limited to the efficient
  production of Minerals from the Property and that each of the parties shall
  be entitled to use, dispose of or otherwise deal with its Proportionate Share
  of Minerals as it sees fit. Each Participant shall take in kind, f.o.b. truck
  or railcar on the Property and separately dispose of its Proportionate Share
  of the Minerals produced from the Mine. Extra costs and expenses incurred by
  reason of the Participants taking in kind and making separate dispositions shall
  be paid by each Participant directly and not through the Operator or Management
  Committee.

16.2               
  Each Participant shall construct, operate and maintain, all at its own cost
  and expense, any and all facilities which may be necessary to receive and store
  and dispose of its Proportionate Share of the Minerals at the rate they are
  produced.

16.3               
  If a Participant has not made the necessary arrangements to take in kind and
  store its share of production as aforesaid the Operator shall, at the sole cost
  and risk of that Participant store, in any location where it will not interfere
  with Mining Operations, the production owned by that Participant. The Operator
  and the other parties shall be under no responsibility with respect thereto.
  All of the Costs involved in arranging and providing storage shall be billed
  directly to, and be the sole responsibility of, the Participant whose share
  of production is so stored. The Operator's charges for such assistance and any
  other related matters shall be billed directly to an be the sole responsibility
  of the Participant. All such billings shall be subject mutatis mutandis
  to the provisions of sections 15.1 and 15.2 thereof.

17.                 
  SURRENDER OF INTEREST

17.1               
  Any Party may at any time upon notice, surrender its entire Interest to the
  other Parties by giving those Parties notice of surrender.

                       The
  notice of surrender shall:

	 	(a) 	 indicate a date for surrender not less than
        three months after the date on which the notice is given; and

	 	 	 	 
	 	(b) 	 contain an undertaking that the surrendering
        Party will:

	 	 	 	 
	 		(i) 	 satisfy its Proportionate Share, based on its then Interest,
        of all obligations and liabilities which arose at any time prior to the
        date of surrender;

	 	 	 	 
	 		(ii) 	 if the Operator has not included in Mine Costs the costs
        of continuing obligations as set out in section 14.4 hereof, pay its reasonably
        estimated Proportionate Share, based on the surrendering Party's then
        Interest, of the Costs of rehabilitating the Mine site and of reclamation
        as at the date of surrender; and

	 	 	 	 
	 		(iii) 	 hold in confidence, for a period of two years from the
        date of surrender, all information and data which it acquired pursuant
        to this Agreement.



17.2               
  Upon the surrender of its entire Interest as contemplated in section 17.1 and
  upon delivery of a release in writing in form acceptable to counsel for the
  Operator releasing the other parties from all claims and demand hereunder, the
  surrendering party shall be relieved of all obligations or liabilities hereunder
  except for those which arose or accrued or were accruing due on or before the
  date of the surrender.

17.3               
  A Party to whom a notice of surrender has been given may elect, by notice within
  90 days to the Party which first gave the notice, to accept the surrender, in
  which case the provisions of this Article shall apply, or to join in the surrender.
  If all of the Parties join in the surrender the Joint Operation shall be terminated
  in accordance with Article 18.





14

18.                 
  TERMINATION OR SUSPENSION OF MINING OPERATIONS

18.1               
  The Operator may at any time subsequent to the Completion Date, on at least
  30 days notice to all Participants, recommend that the Management Committee
  approve the suspension of Mining Operations. The Operator's recommendation shall
  include a plan and budget (in this Article called the "Mining Maintenance Plan")
  in reasonable detail of the activities to be performed to maintain the Assets
  and Property during the period of suspension and the Costs to be incurred. The
  Management Committee may at any time subsequent to the Completion Date, cause
  the Operator to suspend Mining Operations in accordance with the Operator's
  recommendation with such changes to the Mine Maintenance Plan as the Management
  Committee deems necessary. The Participants shall be committed to contribute
  their Proportionate Share of the Costs incurred in connection with the Mine
  Maintenance Plan. The Management Committee may cause Mining Operations to be
  resumed at any time.

18.2               
  The Operator may at any time following a period of at least 90 days during which
  Mining Operations have been suspended, upon at least 30 days notice to all Participants,
  or in the events described in section 18.1, recommend that the Management Committee
  approve the permanent termination of Mining Operations. The Operator's recommendation
  shall include a plan and budget (in this Article called the "Mine Closure Plan")
  in reasonable detail of the activities to be performed to close the Mine and
  reclaim the Property. The Management Committee may, by unanimous approval of
  the representatives of all Participants, approve the Operator's recommendation
  with such changes to the Mine Closure Plan as the Management Committee deems
  necessary.

18.3               
  If the Management Committee approves the Operator's recommendation to permanently
  terminate Mining Operations it shall cause the Operator to:

	 	(a) 	 implement the Mine Closure Plan whereupon the Participants
        shall be committed to pay, in proportion to their respective Interests,
        such Costs as may be required to implement that Mine Closure Plan;

	 	 	 
	 	(b) 	 remove, sell and dispose of such Assets as may reasonably
        be removed and disposed of profitably and such other Assets as the Operator
        may be required to remove pursuant to applicable environmental and mining
        laws; and

	 	 	 
	 	(c) 	 sell, abandon or otherwise dispose of the Property.



                    
   The disposal price for the Assets and the Property shall be the best price
  obtainable and the net revenues, if any, from the removal and sale shall be
  credited to the Participants in proportion to their respective Interests.

18.4               
  If the Management Committee does not approve the Operator's recommendation contemplated
  to permanently terminate Mining Operations the Operator shall maintain Mining
  Operations in accordance with the Mine Maintenance Plan.

19.                 
  THE PROPERTY

19.1               
  Title to the Property shall be held in the name of the Operator in trust for
  the Parties in proportion to their respective Interests as adjusted from time
  to time. Each of the Parties shall have the right to receive from the Operator,
  forthwith upon making demand therefor, such documents as it may reasonably require
  to confirm its Interest.

19.2               
  Notwithstanding subsection 6.4(e), the Operator shall be entitled, at any time
  and from time to time to surrender all or any part of the Property or to permit
  the same to lapse, but only upon first either obtaining the unanimous consent
  of the Management Committee, or giving 60 days notice of its intention to do
  so to the other Parties with an Interest. In this latter event the Parties,
  other than the Operator, shall be entitled to receive 





15

from the Operator, on request prior to the date of the surrender
  or lapse, a conveyance of that portion of the Property intended for surrender
  or lapse, together with copies of any plans, assay maps, diamond drill records
  and factual engineering data in the Operator's possession and relevant thereto.
  Any part of the Property so acquired shall cease to be subject to this Agreement.

20.                 
  INFORMATION AND DATA

20.1               
  At all times during the subsistence of this Agreement the duly authorized representatives
  of each Participant shall, at its and their sole risk and expense and at reasonable
  intervals and times, have access to the Property and to all technical records
  and other factual engineering data and information relating to the Property
  which is in the possession of the Operator.

20.2               
  During the Exploration Period while Programs are being carried out the Operator
  shall furnish the Participants with monthly progress reports and with a final
  report on conclusion of each Program. The final report shall show the Mining
  Operations performed and the results obtained and shall be accompanied by a
  statement of Costs and copies of pertinent plans, assay maps, diamond drill
  records and other factual engineering data. During the Construction Period and
  the Operating Year the Operator shall provide monthly progress reports to the
  Participants which reports shall include information on any changes or developments
  affecting the Mine that the Operator considers are material.

20.3               
  All information and data concerning or derived from the Mining Operations shall
  be kept confidential and, except to the extent required by law or by regulation
  or policy of any securities commission, stock exchange or other regulatory body,
  shall not be disclosed to any person other than an Affiliate without the prior
  consent of all the Participants, which consent shall not unreasonably be withheld.

20.4               
  The text of any news release or other public statements which a party desires
  to make with respect to the Property shall be made available to the other parties
  prior to publication and the other parties shall have the right to make suggestions
  for changes therein within 24 hours of delivery.

21.         
          LIABILITY OF THE OPERATOR

21.1               
  Each party shall indemnify and save the Operator harmless from and against any
  loss, liability, claim, demand, damage, expense, injury or death, including,
  without limiting the generality of the foregoing, legal fees, resulting from
  any acts or omissions of the Operator or its officers, employees or agents.

21.2               
  Notwithstanding the foregoing, the Operator shall not be indemnified or held
  harmless by any of the Parties for any loss, liability, claim, damage, expense,
  injury or death, including, without limiting the generality of the foregoing,
  legal fees, resulting from the negligence or wilful misconduct of the Operator
  or its officers, employees or agents.

21.3               
  An act or omission of the Operator or its officers, employees or agents done
  or omitted to be done:

	 	(a) 	 at the direction or within the scope of the direction
        of the Management Committee;

	 	 	 
	 	(b) 	 with the concurrence of the Management Committee; or

	 	 	 
	 	(c) 	 unilaterally and in good faith by the Operator to protect
        life or property,



shall be deemed not to be negligence or wilful misconduct.

21.4               
  The obligation of the other parties to indemnify and save the Operator harmless
  shall be in proportion to their Interests as at the date that the loss, liability,
  claim, demand, damage, expense, injury or death occurred or arose.





16

21.5               
  The Operator shall not be liable to any other party nor shall any party be liable
  to the Operator in contract, tort or otherwise for special or consequential
  damages, including, without limiting the generality of the foregoing, loss of
  profits or revenues.

22.                
   INSURANCE

22.1               
  The Management Committee shall cause the Operator to place and maintain with
  a reputable insurer or insurers such insurance, if any, as the Management Committee
  in its discretion deems advisable in order to protect the parties together with
  such other insurance as any Participant may by notice reasonably request. The
  Operator shall, upon the written request of any Participant, provide it with
  evidence of that insurance.

22.2               
  A party may place, for its own account, insurance for greater or other coverage
  than that placed by the Operator.

23.                
   RELATIONSHIP OF PARTIES

23.1               
  The rights, duties, obligations and liabilities of the Parties shall be several
  and not joint nor joint and several, it being the express purpose and intention
  of the Parties that their respective Interests shall be held as tenants in common.

23.2               
  Nothing herein contained shall be construed as creating a partnership of any
  kind or as imposing upon any Party any partnership duty, obligation or liability
  to any other Party.

23.3               
  No Party shall, except when required by this Agreement or by any law, by-law,
  ordinance, rule, order or regulation, use, suffer or permit to be used, directly
  or indirectly, the name of any other Party for any purpose related to the Property.

24.                
   PARTITION

24.1               
  Each of the Parties waives, during the term of this Agreement, any right to
  partition of the Property or the Assets or any part thereof and no Party shall
  seek to be entitled to partition of the Property or the Assets whether by way
  of physical partition, judicial sale or otherwise during the term of this Agreement.

25.                 
  TAXATION

25.1               
  All Costs incurred hereunder shall be for the account of the Party or Parties
  making or incurring the same, if more than one then in proportion to their respective
  Interests, and each Party on whose behalf any Costs have been incurred shall
  be entitled to claim all tax benefits, write-offs, and deductions with respect
  thereto.

26.                 
  FORCE MAJEURE

26.1               
  Notwithstanding anything herein contained to the contrary, if any Party is prevented
  from or delayed in performing any obligation under this Agreement, and such
  failure is occasioned by any cause beyond its reasonable control, excluding
  only lack of finances, then the time for the observance of the condition of
  performance of the obligation in question shall be extended for a period equivalent
  to the total period the cause of the prevention or delay persists or remains
  in effect regardless of the length of such total period.

26.2               
  Any Party claiming suspension of its obligations as aforesaid shall promptly
  notify the other Parties to that effect and shall take all reasonable steps
  to remove or remedy the cause and effect of the force majeure described in the
  said notice insofar as it is reasonably able so to do and as soon as possible
  but the terms of settlement of any labour disturbance or dispute, strike or
  lockout shall be wholly in the discretion of the Party claiming suspension of
  its obligations by reason thereof, and that Party shall not be required to accede
  to 





17

the demands of its opponents in any such labour disturbance or
  dispute, strike, or lockout solely to remedy or remove the force majeure thereby
  constituted.

26.3               
  The extension of time for the observance of conditions or performance of obligations
  as a result of force majeure shall not relieve the Operator from its obligations
  to keep the Property in good standing.

27.                 
  ARBITRATION

27.1               
  If any question, difference or dispute shall arise between the Parties or any
  of them in respect of any matter arising under this Agreement or in relation
  to the construction hereof the same shall be determined by the award of three
  arbitrators to be named as follows:

	 	(a) 	 the Party or Parties sharing one side of this dispute
        shall name an arbitrator and give notice thereof to the Party or Parties
        sharing the other side of the dispute;

	 	 	 
	 	(b) 	 the Party or Parties sharing the other side of the dispute
        shall, within 14 days of receipt of the notice, name an arbitrator; and

	 	 	 
	 	(c) 	 the two arbitrators so named shall, within 15 days of
        the naming of the latter of them, select a third arbitrator.



                         The
  decision of the majority of these arbitrators shall be made within 30 days after
  the selection of the latter of them. The expense of the arbitration shall be
  borne by the Parties to the dispute as determined by the arbitrators. If the
  Parties on either side of the dispute fail to name their arbitrator within the
  time limited or proceed with the arbitration, the arbitrator named may decide
  the question. The arbitration shall be conducted in accordance with the provisions
  of the Commercial Arbitration Act (British Columbia) and the decision
  of the arbitrator or a majority of the arbitrators, as the case may be, shall
  be conclusive and binding upon all the parties.

28.                 
  RIGHT OF FIRST REFUSAL

28.1               
  Except as a result of the reduction of its Interest, a Party shall not transfer,
  convey, assign, mortgage or grant an option in respect of or grant a right to
  purchase or in any manner transfer or alienate all or any portion of its Interest
  or rights under this Agreement otherwise than in accordance with this Article.

28.2               
  Nothing in this Article shall prevent:

	 	(a) 	 a sale by a Party of all of its Interest or an assignment
        of all its rights under this Agreement to an Affiliate provided that such
        Affiliate first complies with the provisions of section 28.11 and agrees
        with the other Parties in writing to retransfer such Interest to the originally
        assigning Party before ceasing to be an Affiliate of such Party;

	 	 	 
	 	(b) 	 a variation in a Party's Interest pursuant to Articles
        8 or 11; or

	 	 	 
	 	(c) 	 a disposition pursuant to an amalgamation or corporate
        reorganization which will have the effect in law of the amalgamated or
        surviving company possessing all the property, rights and interests and
        being subject to all the debts, liabilities and obligations of each amalgamating
        or predecessor company.



28.3               
  Should a Party (the "Transferring Party") intend to dispose of all or any portion
  of its Interest or rights under this Agreement it shall first give notice in
  writing to the other parties (the "Other Parties") of such intention together
  with the terms and conditions on which the Transferring Party intends to dispose
  of its Interest or a portion thereof or rights under this Agreement.

28.4               
  If a Party (the "Transferring Party") receives any offer to dispose of all or
  any portion of its Interest or rights under this Agreement which it intends
  to accept, the Transferring Party shall not accept the 





18

same unless and until it has first offered to sell such Interest
  or rights to the other Parties (the "Other Parties") on the same terms and conditions
  as in the offer received and the same has not been accepted by the Other Parties
  in accordance with this Article.

28.5               
  Any communication of an intention to sell pursuant to sections 28.3 and 

28.4               
  (the "Offer") shall be in writing and shall:

	 	(a) 	set out in reasonable detail all of the terms and
      conditions of any intended sale; 
	 	 	 
	 	(b) 	if it is made pursuant to section 28.3, include
      a photocopy of the Offer; and 
	 	 	 
		(c) 	if it is made pursuant to section 28.4, clearly
      identify the offering party and include such information as is known by
      the Transferring Party about such offering party; 


and such communication will be deemed to constitute an Offer
  by the Transferring Party to the Other Parties to sell the Transferring Party's
  Interest or its rights (or a portion thereof as the case may be) under this
  Agreement to the Other Parties on the terms and conditions set out in such Offer.
  For greater certainty it is agreed and understood that any Offer hereunder shall
  deal only with the disposition of the Interest or rights of the Transferring
  Party hereunder and not with any other interest, right or property of the Transferring
  Party and such disposition shall, if for consideration, in whole or in part,
  other than for money, be converted to a monetary consideration.

28.6               
  Any Offer made as contemplated in section 28.5 shall be open for acceptance
  by the Other Parties for a period of 60 days from the date of receipt of the
  Offer by the Other Parties.

28.7               
  If the Other Parties accept the Offer within the period provided for in section
  28.6, such acceptance shall constitute a binding agreement of purchase and sale
  between the Transferring Party and the Other Parties, in proportion to their
  Interests, for the Interest or its rights (or a portion thereof as the case
  may be) under this Agreement on the terms and conditions set out in such Offer.

28.8               
  If the Other Parties do not accept the Offer within the period provided for
  in section 28.6, the Transferring Party may complete a sale and purchase of
  its Interest or a portion thereof on terms and conditions no less favorable
  to the Transferring Party than those set out in the Offer and, in the case of
  an Offer under section 28.4, only to the party making the original offer to
  the Transferring Party and in any event such sale and purchase shall be completed
  within nine months from the expiration of the right of the Other Parties to
  accept such Offer or the Transferring Party must again comply with the provisions
  of this Article.

28.9               
  If the Other Parties do accept the Offer within the period provided for in section
  28.6 but fail to close the transaction contemplated thereby within 90 days following
  receipt of such Offer, the Transferring Party may complete a sale and purchase
  of its Interest or a portion thereof on any terms and conditions but in any
  event such sale and purchase shall be completed within nine months from the
  expiration of the right of the Other Parties to accept such Offer or the Transferring
  Party must again comply with the provisions of this article.

28.10             
  While any Offer is outstanding no other Offer may be made until the first mentioned
  Offer is disposed of and any sale resulting therefrom completed or abandoned
  in accordance with the provisions of this Article.

28.11             
  Before the completion of any sale by the Transferring Party of its Interest
  or rights or any portion thereof under this Agreement, the purchasing party
  shall enter into an agreement with the parties agreeing not to sell except on
  the same terms and conditions as set out in this Agreement.

29.                 
  NOTICE

29.1               
  Any notice, direction or other instrument required or permitted to be given
  under this Agreement shall be in writing and shall be given by the delivery
  of same or by sending it by telecopier or other similar form of 





19

communication, in each case addressed to the intended recipient
  at the address of the respective Party set out on the first page hereof.

29.2               
  Any notice, direction or other instrument aforesaid will, if delivered, be deemed
  to have been given and received on the day it was delivered, and, if sent by
  telecopier or other similar form of communication, on the day it was actually
  received.

29.3               
  Any Party may, at any time, give notice in writing to the others of any change
  of address, and from and after the giving of such notice, the address therein
  specified will be deemed to be the address of such party for the purposes of
  giving notice hereunder.

30.                 
  WAIVER

30.1               
  No waiver of any breach of this Agreement shall be binding unless evidenced
  in writing executed by the party against whom waiver is claimed. Any waiver
  shall extend only to the particular breach so waived and shall not limit any
  rights with respect to any future breach.

31.                 
  AMENDMENTS

31.1               
  This Agreement constitutes the entire agreement between the parties with respect
  to the subject matter hereof. An amendment or variation of this Agreement shall
  only be binding upon a Party if evidenced in writing executed by that Party.

32.                 
  TERM

32.1               
  Unless earlier terminated by agreement of all Parties having an Interest or
  as a result of one Party acquiring a 100% Interest and a 100% interest in any
  Net Profits Royalty provided for herein, the Joint Operation and this Agreement
  shall remain in full force and effect for so long as any Party has any right,
  title or interest in the Property. Termination of this Agreement shall not,
  however, relieve any Party from any obligations theretofore accrued but unsatisfied
  nor from its obligations with respect to rehabilitation of the Mine site and
  reclamation.

33.                 
  TIME OF ESSENCE

33.1               
  Time is of the essence of this Agreement.

34.                
   SUCCESSORS AND ASSIGNS

34.1               
  This Agreement shall enure to the benefit of and be binding upon the parties
  and their respective successors and permitted assigns.

35.                 
  GOVERNING LAW AND ATTORNMENT

35.1               
  This Agreement shall be governed by and interpreted in accordance with the laws
  of the Province of British Columbia and the parties hereto irrevocably attorn
  to the jurisdiction of the said Province.

36.       
            INDEPENDENT
  LEGAL ADVICE

36.1               
  This Agreement has been prepared by O’Neill Law Corporation acting solely
  on behalf of the Optionor and the Optionee acknowledges that it has been advised
  to obtain independent legal advice.





20

37.                 
  COUNTERPART EXECUTION

37.1                    
  This Agreement may be executed in several parts in the same form and such parts
  as so executed shall together constitute one original agreement, and such parts,
  if more than one, shall be read together and construed as if all the signing
  parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this
  Agreement as of the day and year first above written. 

	CLISBAKO MINERALS INC. 	 
	  	 
	  	 
	  	 
	  	 
	by its authorized
      signatory: 	 
	DAVID K. RYAN 	 
	President & Director 	 
	  	 
	  	 
	  	 
	MANADO GOLD CORP. 	 
	  	 
	  	 
	  	 
	  	 
	by its authorized
      signatory: 	 
	LOGAN B. ANDERSON 	 
	President & Director 	 








21

APPENDIX I

to that certain Joint Venture Agreement between Clisbako Minerals
  Inc. and Manado Gold Corp. made as of the __________________________ day of
_______________________, 2010.

ACCOUNTING PROCEDURE

1.                
   INTERPRETATION

1.1               
  In this Appendix the following words, phrases and expressions shall have the
  following meanings:

	 	(a) 	 "Agreement" means the Agreement to which this Accounting
        Procedure is attached as Appendix I.

	 	 	 
	 	(b) 	 "Count" means a physical inventory count.

	 	 	 
	 	(c) 	 "Employee" means those employees of the Operator who
        are assigned to and directly engaged in the conduct of Mining Operations,
        whether on a full-time or part-time basis.

	 	 	 
	 	(d) 	 "Employee Benefits" means the Operator's cost of holiday,
        vacation, sickness, disability benefits, field bonuses, paid to and the
        Operator's cost of established plans for employees' group life insurance,
        hospitalization, pension, retirement and other customary plans maintained
        for the benefit of Employees and Personnel, as the case may be, which
        costs may be charged as a percentage assessment on the salaries and wages
        of Employees or Personnel, as the case may be, on a basis consistent with
        the Operator's cost experience.

	 	 	 
	 	(e) 	 "Field Offices" means the necessary sub-office or sub-offices
        in each place where a Program or Construction is being conducted or a
        Mine is being operated.

	 	 	 
	 	(f) 	 "Government Contributions" means the cost or contributions
        made by the Operator pursuant to assessments imposed by governmental authority
        which are applicable to the salaries or wages of Employees or Personnel,
        as the case may be.

	 	 	 
	 	(g) 	 "Joint Account" means the books of account maintained
        by the Operator to record all costs, expenses, credits and other transactions
        arising out of or in connection with the Mining Operations.

	 	 	 
	 	(h) 	 "Material" means the personal property, equipment and
        supplies acquired or held, at the direction or with the approval of the
        Management Committee, for use in the Mining Operations and, without limiting
        the generality of the foregoing, more particularly "Controllable Material"
        means such Material which is ordinarily classified as Controllable Material,
        as that classification is determined or approved by the Management Committee,
        and controlled in mining operations.

	 	 	 
	 	(i) 	 "Personnel" means those management, supervisory, administrative,
        clerical or other personnel of the Operator normally associated with the
        Supervision Offices whose salaries and wages are charged directly to the
        Supervision Offices in question.

	 	 	 
	 	(j) 	 "Reasonable Expenses" means the reasonable expenses
        of Employee or Personnel, as the case may be, for which those Employees
        or Personnel may be reimbursed under the Operator's usual expense account
        practice, including, without limiting the generality of the









22

	 		 foregoing, any relocation expenses necessarily incurred
        in order to properly staff the Mining Operations if the relocation is
        approved by the Management Committee.

	 	 	 
	 	(k) 	 "Supervision Offices" means the Operator's offices or
        department within the Operator's offices from which the Mining Operations
        are generally supervised.



1.2               
  Other capitalized words, phrases and expressions in this Appendix shall have
  the same meaning as in the Agreement.

2.                 
  STATEMENTS AND BILLINGS

2.1               
  The Operator shall, by invoice, charge each Participant with its Proportionate
  Share of Explorations Costs and Mine Costs in the manner provided in the Agreement.

2.2               
  The Operator shall deliver, with each invoice rendered for Costs incurred, a
  statement indicating:

	 	(a) 	 all charges or credits to the Joint Account relating
        to Controllable Material in detail; and

	 	 	 
	 	(b) 	 all other charges and credits to the Joint Account summarized
        by appropriate classification indicative of the nature of the charges
        and credits.



2.3               
  The Operator shall delivery with each invoice for an advance of Costs a statement
  indicating:

	 	(a) 	 the estimated Exploration Costs or, in the case of Mine
        Costs, the estimated cash disbursements to be made during the next succeeding
        month;

	 	 	 
	 	(b) 	 the addition thereto or subtraction therefrom, as the
        case may be, made in respect of Exploration Costs or Mine Costs actually
        having been incurred in an amount greater or lesser that the advance which
        was made by each Participant for the penultimate month preceding the month
        of the invoice; and

	 	 	 
	 	(c) 	 the advances made by each Participant to date and the
        Exploration Costs or Mine Costs incurred to the end of the penultimate
        month preceding the month of the invoice.



3.                 
  DIRECT CHARGES

3.1               
  The Operator shall charge the Joint Account with the following items:

	 	(a) 	 Contractor's Charges:

	 	 	 	 
	 		 All proper costs relative to the Mining Operations
        incurred under contracts entered into by the Operator with third parties.

	 	 	 	 
	 	(b) 	 Labour Charges:

	 	 	 	 
	 		(i) 	 The salaries and wages of Employees in an amount calculated
        by taking the full salary or wage of each Employee multiplied by that
        fraction which has as its numerator the total time for the month that
        the Employees were directly engaged in the conduct of Mining Operations
        and as its denominator the total normal working time for the month of
        the Employee.

	 	 	 	 
	 		(iii) 	 The Reasonable Expenses of the Employees.









23

	 		(iv) 	 Employee Benefits and Government Contributions
        in respect of the Employees in an amount proportionate to the charge made
        to the Joint Account in respect of their salaries and wages.

	 	 	 	 	 	 
	 	(c) 	 Office Maintenance:

	 	 	 	 	 	 
	 		(i) 	 The cost or a pro rata portion of the costs,
        as the case may be, of maintaining and operating the Offices. The basis
        for charging the Joint Account for Office maintenance costs shall be as
        follows:

	 	 	 	 	 	 
	 			(A) 	 the expense of maintaining and operating Field
        Offices, less any revenue therefrom; and

	 	 	 	 	 	 
	 			(B) 	 that portion of maintaining and operating
        the Supervision Offices which is equal to

	 	 	 	 	 	 
	 				(1) 	 the anticipated total operating expenses of the Supervision
        Offices

	 	 	 	 	 	 
	 				 divided by

	 	 	 	 	 	 
	 				(2) 	 the anticipated total staff man-days for the Employees
        whether in connection with the Mining Operations or not

	 	 	 	 	 	 
	 				 multiplied by

	 	 	 	 	 	 
	 				(3) 	 the actual total time spent on the Mining Operations
        by the Employee expressed in man-days.

	 	 	 	 	 	 
	 		(ii) 	 Without limiting the generality of the foregoing,
        the anticipated total operating expenses of the Supervision Offices shall
        include:

	 	 	 	 	 	 
	 			(A) 	 the salaries and wages of the Operator's Personnel
        which have been directly charged to those offices;

	 	 	 	 	 	 
	 			(B) 	 the Reasonable Expenses of the Personnel;
        and

	 	 	 	 	 	 
	 			(C) 	 Employee Benefits.

	 	 	 	 	 	 
	 		(iii) 	 The Operator shall make an adjustment in respect
        of the Office Maintenance cost forthwith after the end of each Operating
        Year upon having determined the actual operating expenses and actual total
        staff man-days referred to in clause 3.1(c)(i)(B) of this Appendix I.

	 	 	 	 	 	 
	 	(d) 	 Material:



The cost of Material purchased or furnished
  by the Operator.

	 	(e) 	 Transportation Charges:

	 	 	 
	 		 The cost of transporting Employees and Material necessary
        for the Mining Operations.









24

	 	(f) 	 Service Charges:

	 	 	 	 
	 		(i) 	 The cost of services and utilities procured from outside
        sources other than services covered by paragraph 3.1(h). Subject to section
        5.1 of the Agreement, the cost of consultant services shall not be charged
        to the Joint Account unless the retaining of the consultant is approved
        in advance by the Management Committee but if not so charged the cost
        of such services shall be included as Costs of the Participant retaining
        such consultant.

	 	 	 	 
	 		(ii) 	 Use and service of equipment and facilities furnished
        by the Operator as provided in section 4.5 of this Appendix I.

	 	 	 	 
	 	(g) 	 Damages and Losses to Joint Property:

	 	 	 	 
	 		 All costs necessary for the repair or replacement
        of Assets made necessary because of damages or losses by fire, flood,
        storms, theft, accident or other cause. The Operator shall furnish each
        Participant in writing with particulars of the damages or losses incurred
        as soon as practicable after the damage or loss has been discovered. The
        proceeds, if any, received on claims against any policies of insurance
        in respect of those damages or losses shall be credited to the Joint Account.

	 	 	 	 
	 	(h) 	 Legal Expense:

	 	 	 	 
	 		 All costs of handling, investigating and settling
        litigation or recovering the Assets including, without limiting the generality
        of the foregoing, lawyer's fees, court costs, costs of investigation or
        procuring evidence and amounts paid in settlement or satisfaction of any
        litigation or claims but unless otherwise approved in advance by the Management
        Committee, no charge shall be made for the services of the Operator's
        legal staff or the fees and expenses of outside solicitors.

	 	 	 	 
	 	(i) 	 Taxes:

	 	 	 	 
	 		 All taxes, duties or assessments of every
        kind and nature, except income taxes, assessed or levied upon or in connection
        with a Property, the Mining Operations thereon, or the production therefrom,
        which have been paid by the Operator for the benefit of the parties.

	 	 	 	 
	 	(j) 	 Insurance:

	 	 	 	 
	 		 Net premiums paid for:

	 	 	 	 
	 		(i) 	 such policies of insurance on or in Operations as may
        be required to be carried by law;

	 	 	 	 
	 		(ii) 	 such other policies of insurance as the Operator may
        carry in accordance with the Agreement; and

	 	 	 	 
	 		(iii) 	 the applicable deductibles in event of an insured loss.

	 	 	 	 
	 	(k) 	 Rentals:

	 	 	 	 
	 		 Fees, rentals and other similar charges required
        to be paid for acquiring, recording and maintaining permits, mineral claims
        and mining leases and rentals and of the Mining Operations.









25

	 	(l) 	Permits: 


Permit costs, fees and other similar
  charges which are assessed by various governmental agencies.

	 	(m) 	 Other Expenditures:

	 	 	 
	 		 Such other costs and expenses which are not covered
        or dealt with in the foregoing provisions as are incurred with the approval
        of the Management Committee for Mining Operations or as may be contemplated
        in the Agreement.



4.                
   PURCHASE OF MATERIAL

4.1               
  The Operator shall purchase all Materials for Mining Operations.

4.2               
  Materials purchased and services procured by the Operator directly for the Mining
  Operations shall be charged to the Joint Account at the price paid by the Operator
  less all discounts actually received.

4.3               
  So far as it is reasonably practical and consistent with efficient and economical
  operations the Operator shall purchase, furnish or otherwise acquire only such
  Material and the Operator shall attempt to minimize the accumulation of surplus
  stocks of Material.

4.4               
  Any Participant may sell Material or services required in the Mining Operations
  to the Operator for such price and upon such terms and conditions as the Management
  Committee may approve.

4.5               
  Notwithstanding the foregoing provisions, the Operator shall be entitled to
  supply for use in connection with the Mining Operations equipment and facilities
  which are owned by the Operator and to charge the Joint Account with such reasonable
  costs as are commensurate with the ownership and use thereof.

5.                
   DISPOSAL OF MATERIAL

5.1               
  The Operator, with the approval of the Management Committee, may, from time
  to time, sell any Material which has become surplus to the foreseeable needs
  of the Mining Operations for such price and upon such terms and conditions as
  are available.

5.2               
  Any Participant may purchase from the Operator any Material which may from time
  to time become surplus to the foreseeable need of the Mining Operations for
  such price and upon such terms and conditions as the Management Committee may
  approve.

5.3               
  Upon termination of the Agreement the Management Committee may approve the division
  of any Material held by the Operator at that date which may be taken by the
  Participants in kind or be taken by a Participant in lieu of a portion of its
  Proportionate Share of the net revenues received from the disposal of the Assets
  and Property. If such a division to a Participant be in lieu of a portion of
  its Proportionate Share it shall be for such price and on such terms and conditions
  as the Management Committee may approve.

5.4               
  The net revenues received from the sale of any Material to third parties or
  to a Participant shall be credited to the Joint Account.

6.                 
  INVENTORIES

6.1               
  The Operator shall maintain records of Material in reasonable detail and records
  of Controllable Material in detail.

6.2               
  The Operator shall perform Counts from time to time at reasonable intervals
  and in connection therewith shall give notice of its intention to perform a
  Count to each Participant at least 30 days in 





26

advance of the date set for performing of the Count. Each Participant
  shall be entitled to be represented at the performing of a Count upon giving
  notice thereof to the Operator within 20 days of the Operator's notice. A Participant
  who is not represented at the performing of the Count shall be deemed to have
  approved the Count as taken.

6.3                Forthwith
  after performing a Count the Operator shall reconcile the inventory with the
  Joint Account and provide each Participant with a statement listing the overages
  and shortages of inventory except such shortages as may have arisen due to a
  lack of diligence on the part of the Operator.

7.                 
  ADJUSTMENTS

7.1               
  Payment of any invoice by a Participant shall not prejudice the right of that
  Participant to protest the correctness of the statement supporting the payment
  but all invoices and statements presented to each Participant by the Operator
  during any Operating Year shall conclusively be presumed to be true and correct
  upon the expiration of 12 months following the end of the Operating Year to
  which the invoice or statement relates, unless within that 12 month period that
  Participant gives notice to the Operator making claim on the Operator for an
  adjustment to the invoice or statement.

7.2               
  The Operator shall not adjust any invoice or statement in favour of itself after
  the expiration of 12 months following the end of the Operating Year to which
  the invoice or statement relates.

7.3               
  Notwithstanding the foregoing, the Operator may make adjustments to an invoice
  or statement which arise out of a Count.

7.4               
  A Participant shall be entitled upon notice to the Operator to request that
  the independent external auditor of the Operator provide that Participant with
  its opinion that any invoice or statement delivered pursuant to the Agreement
  in respect of the period has been prepared in accordance with the Agreement.

7.5               
  The time for giving the audit opinion shall not extend the time for the taking
  of exception to any statement or invoice and making claims on the Operator for
  adjustment thereto.

7.6               
  The cost of the auditor's opinion shall be solely for the account of the Participant
  requesting the auditor's opinion, unless the audit disclosed a material error
  adverse to that Participant, in which case the cost shall be solely for the
  account of the Operator.





27

APPENDIX II

to that certain Joint Venture Agreement between Clisbako Minerals
  Inc. and Manado Gold Corp. made as of the __________________________ day of
  _______________________ , 2010.

NET PROFITS ROYALTY

Pursuant to the attached Agreement, a party (the "Royalty Holder")
  may be entitled to a royalty equal to a percentage of Net Profits (the "Net
  Profits Royalty"). The Party or Parties who are not a Royalty Holder (the "Owner")
  shall be entitled to a 100% beneficial interest in the Property subject to the
  Net Profits Royalty. The Net Profits Royalty shall be calculated as follows:

1.               
  When a Participant is first entitled to receive a Net Profits Royalty, the Operator
  shall establish a Royalty Account to which it shall debit:

	 	(a) 	 Pre-production Expenditures;

	 	 	 
	 	(b) 	 Working Capital;

	 	 	 
	 	(c) 	 Operating Losses;

	 	 	 
	 	(d) 	 Post-production Capital Expenditures;

	 	 	 
	 	(e) 	 Interest Charges; and

	 	 	 
	 	(f) 	 Reserve Charges.



2.               
  The Operator shall apply Net Profits first to reduce the amounts debited to
  the Royalty Account. While there is any debit balance in the Royalty Account,
  the Owner shall retain all Product or Net Profits (in proportion to their Interests
  if more than one Owner). Whenever the Royalty Account shows no debits, Net Profits
  in an amount equal to the credit balance in the Royalty Account shall be distributed
  to the Royalty Holder in an amount equal to the applicable Net Profits Royalty,
  and the balance to the Owner.

3.               
  The Operator shall debit or credit amounts to the Royalty Account, whichever
  is applicable, on a monthly basis and distribution of Net Profits shall be made
  on an interim basis within 20 days of the end of each month. A final settlement
  of the distribution of Net Profits shall be made within 90 days of the end of
  each calendar year. The Owner shall be entitled to deduct any overpayment of
  Net Profits as revealed in the annual calculation for purposes of the final
  settlement from future payments due to the Royalty Holder. Any underpayment
  shall be paid by the Owner to the Royalty Holder forthwith.

4.               
  The Owner shall at all times maintain adequate records which shall be made available
  to the Royalty Holder in order that the Royalty Holder may verify the correctness
  of any entries in the Royalty Account or in the determination of Net Profits.
  The Owner shall utilize methods of weighing and sampling ore which are generally
  accepted within the industry.

5.               
  The terms which are defined in the Agreement shall have the same defined meanings
  in this Appendix, the provisions of this Appendix are subject to the provisions
  of the Agreement and the following words, phrases and expressions shall have
  the following meanings:

	 	(a) 	 Interest Charges means an amount obtained by
        applying the Prime Rate at the time the calculation is made plus 1% to
        the month end debit balance in the Royalty Account. The amount so obtained
        shall be debited to the Royalty Account at the time of calculation.









28

	 	(b) 	 Net Profits means, in any month after the Completion
        Date, the amount by which Revenue exceeds Operating Costs.

	 	 	 
	 	(c) 	 Operating Costs means all costs of Commercial
        Production categorized as "operating" costs by generally accepted accounting
        practice including all taxes, royalties and other levies except for federal
        and provincial corporate income taxes but not including any charges for
        depreciation, depletion or amortization. Operating Costs shall also include
        a reasonable charge for administration and management not to exceed 10%
        of all other Operating Costs.

	 	 	 
	 	(d) 	 Operating Losses means the amount by which Operating
        Costs exceed Revenue in any month after the commencement of Commercial
        Production.

	 	 	 
	 	(e) 	 Post-production Capital Expenditures means all
        expenditures made by the Owner after the Completion Date to acquire or
        construct assets having a useful life of more than one year or on development
        or expansion of a mine or other production facilities the cost of which
        would be charged on a unit of production basis in accordance with generally
        accepted accounting principles.

	 	 	 
	 	(f) 	 Pre-production Expenditures means all money provided
        and spent by the Owner on the Property prior to the commencement of Commercial
        Production including, without limiting the generality of the foregoing,
        all money provided and spent by the Owner exploring, developing and equipping
        the Property for production, completing Feasibility Reports, maintaining
        the Property in good standing, constructing all facilities necessary to
        commence Commercial Production on the Property, constructing or acquiring
        infrastructure or facilities off of the Property but required for Commercial
        Production, and on making any other expenditures related to the achievement
        of Commercial Production.

	 	 	 
	 	(g) 	 Reserve Charges means an amount to be established
        by estimating the cost of rehabilitation which will have to be spent after
        Commercial Production has terminated and a portion of that cost will be
        charged monthly to the Royalty Account over a reasonable period of time
        commencing no sooner than five years prior to the termination of Commercial
        Production.

	 	 	 
	 	(h) 	 Revenue means all money received by the Owner
        for the sale of Minerals or any Assets the cost of which has been previously
        charged to the Royalty Account.

	 	 	 
	 	(i) 	 Royalty Account means the account to be established
        by the Operator for purposes of calculating the amount of the Royalty
        Holder's royalty.

	 	 	 
	 	(j) 	 Working Capital means all monies spent by the
        Owner for working capital prior to the date when Commercial Production
        on the Property generates sufficient revenue to satisfy working capital
        requirements.









APPENDIX III

to that certain Joint Venture Agreement between Clisbako Minerals
  Inc. and Manado Gold Corp. made as of the __________________________ day of 
  _______________________ , 2010.

CALCULATION OF PRIOR EXPLORATION COSTS

	CLISBAKO MINERALS INC. 	$* 
	 	 
	MANADO GOLD CORP. 	$* 








APPENDIX IV

to that certain Joint Venture Agreement between Clisbako Minerals
  Inc. and Manado Gold Corp. made as of the __________________________ day of
  , 2010.

THE PROPERTY