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CONSULTING SERVICES AGREEMENT 

THIS AGREEMENT made as of the 16 day of February, 2004. 

BETWEEN: 

|   | **Brian C. Irwin**                                                 |               |
|--------|--------------------------------------------------------------------|--------------------|
|   | (hereinafter called the "Consultant")                    |               |
|   |                                                               | OF THE FIRST PART  |
| AND:   |                                                               |               |
|   | **Goldbelt Resources Ltd.**                                        |               |
|   | The Exchange Tower                                                 |               |
|   | 130 King Street West Suite 1800                                    |               |
|   | Toronto ON M5X 1E3 (hereinafter called the    "Company") |               |
|   |                                                               | OF THE SECOND PART |

WHEREAS: 

A The Company isdesirous of engaging the Consultant, and the Consultant is ready, willing andable, to carry out and provide advisory and consulting services (the "Work") onthe terms and conditions, herein set forth. 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in considerationof the premises and of the sums herein provided to be paid by the Company to theConsultant, and of the mutual covenants and undertakings to be performedhereunder, the parties agree as follows: 

ARTICLE I AGREEMENT TO PROVIDE CONSULTING SERVICES 

1.01 The Consultantwill carry out the Work for the Company, in the areas, and the rates describedin Schedule "A" hereto for a period of one year renewable for an additional yearby mutual agreement of the parties. 1.02 The Consultant will carry out the Workin consultation with the representatives of the Company duly appointed inwriting and covenants to conduct the Work in a businesslike manner, in keepingwith professional practices in the industry and in a safe and lawful manner. 

ARTICLE II REPORTING 

2.01 The Consultantwill, as directed in writing, provide the Company with regular reports, in suchform as the Company may reasonably require. All reports and copies thereof areto be directed to the attention of Collin Ellison, President. 

2.02 Theinformation contained in such reports will be the exclusive property of theCompany. 

2.03 The reportsand advice of the Consultant are not offered, and will not be used by theCompany for purposes of inducing investment to be made in the Company unless theconsent of the Consultant thereto is first given in writing. 

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**ARTICLE III INDEMNIFICATION**
3.01In the event the Company shall use the advice or report(s) of the Consultant inany way as an inducement or representation to others to rely thereon without theprior written consent of the Consultant and such holding out or representationor inducement shall become the subject of any claim for any loss, demand, cost,damage, action, suit or proceeding whatsoever, the Company covenants toindemnify and save the Consultant harmless therefrom, it being understood thatsuch indemnification shall survive termination of this Agreement for a period oftwo years. **ARTICLE IV ACCOUNTS**
4.01 The Consultantshall within fifteen (15) days after the end of each month during which the Workis performed provide the Company with receipts and vouchers for out-of-pocketand other expenses reasonably and properly incurred and materials supplied bythe Consultant under this Agreement during the period to which such statementrelates. 4.02 The Company shall, within fifteen (15) days of receipt at itsoffice of each itemized statement of account furnished by the Consultant, paythe Consultant all costs and charges on disbursements shown in such itemizedstatement of account. 
**ARTICLE V TERMINATION**
5.01 The Companyshall be liable to pay the Consultant for all Work undertaken and expensesincurred by the Consultant to the effective date of termination, it beingunderstood that, if the Company has requested the Consultant to engage anyperson expressly for the Work and such person's engagement is terminated as aresult of operation of this Subsection, the Company shall be responsible for theemployment severance cost of such person to the Consultant. 
**ARTICLE VI ASSIGNMENT**
6.01 The Consultantshall not assign any of its rights or obligations under this Agreement withoutthe prior written consent of the Company. 
**ARTICLE VII AMENDMENT OF THIS AGREEMENT**
7.01 The terms andconditions of this Agreement may be altered only by written form of amendmentduly executed by both parties hereto. 
**ARTICLE VIII NOTICE**
8.01 Any noticerequired or permitted to be given hereunder by any party shall be deemed to havebeen given on the day such notice is delivered in writing to the addresses asset out in the front page of this Agreement or, if verbal, when communicatedpersonally or by telephone to the party to whom it is directed and confirmed inwriting delivered within three days; written notice shall be directed to theaddress of such party herein before set out or such other address of whichwritten notice may be given from time to time; notice sent by registered mailwill be deemed to have been delivered at the earlier of the time when thereceipt thereof is signed by the addressee and seventy-two (72) hours after theposting thereof in any Post Office. 

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**ARTICLE IX FORCE MAJEURE**
9.01 If any partyis prevented or delayed from performing any of the obligations on its part to beperformed hereunder by reason of force majeure, including but not limited to Actof God, strike, threat of imminent strike, fire, flood, war, insurrection orriot, mob violence or requirement or regulation of government which cannot beovercome by reasonable and lawful means and the use of the facilities normallyemployed in performing such obligation, then and in any such event, and so oftenas the same shall occur, any such failure to perform shall not be deemed abreach of this Agreement and the performance of any such obligation shall besuspended during the period of disability. The parties agree to use all duediligence to remove such causes of disability as may occur from time to time.
**ARTICLE X CONFIDENTIALITY OF INFORMATION**
10.01 TheConsultant shall take all reasonable precautions to ensure that its employeeskeep confidential any information concerning the Work carried out under thisAgreement and, without limiting the generality of the foregoing, shall instructits employees and mark as confidential any and all information relating to theproject or the Company's programs with respect thereto and shall prohibit accessby any other persons to the information in the absence of written permission forsuch access by the Company. 
**ARTICLE XI APPLICABLE LAW**
11.01 This Agreement shall be governed by and any disputearising hereunder shall be determined in accordance with the laws of theProvince of British Columbia. 
**ARTICLE XII DISPUTES**
12.01 Any dispute between theparties concerning any matter or thing arising from this Agreement shall bereferred to a mutually agreeable professional who is knowledgeable in the oiland gas industry. 12.02 The decision of the professional referred to inSubsection 12.01 shall be final and binding upon the parties. 12.03 Failingagreement on appointment of a professional under Subsection 12.01, anydisagreement or dispute shall be resolved by resort to law and shall be referredto the jurisdiction of the Courts of the Province of British Columbia. 
**ARTICLE XIII OTHER AGREEMENTS**
13.01 ThisAgreement constitutes the complete agreement between the Consultant and theCompany and with respect to subject matter treated herein and shall not bevaried in its terms by oral agreement, representation or otherwise except aninstrument or instruments in writing dated subsequent to the date hereof andexecuted by the duly authorized representatives of the Consultant and theCompany, and this Agreement supercedes all prior agreements, memoranda,correspondence, communication, negotiations or representations, whether oral orwritten, express or implied, between the parties with respect to the subjectmatter. 
**ARTICLE XIV ENUREMENT**

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14.01 This Agreement shall enure tothe benefit of and be binding upon the parties hereto and their respectivesuccessors and permitted assigns. IN WITNESS WHEREOF the parties have hereuntoto have effect, caused their common seal(s) to be affixed in the presence oftheir proper officers duly authorized in that regard the day and year firstabove written. 
**Goldbelt Resources Ltd.**
Per:            [Signed]                           Authorized Signatory 
SIGNED, SEALED AND DELIVERED) BY **BRIAN C. IRWIN**in the presence of:)  )  ) Name)  )                   [Signed]                        )**BRIAN C. IRWIN**Address)  )  ) Occupation) 
**SCHEDULE "A" 

Description of Work**
The Consultant shall be engaged to advise the Company and itsassociates in connection with such services as may reasonably be requested bythe Company in connection with corporate and regulatory matters and theco-ordination of legal services for the Company.

Schedule of Consultant's Rates 

Expenses The Company will reimburse the Consultant for all reasonableexpenses properly incurred. 

The consultant shall be paid the sum of $4,000 per month.