form8k04010910-15.htm


    


    PROPERTY
OPTION AGREEMENT

    


    THIS
AGREEMENT made and entered into as of the 1st day of
April, 2009

    


    BETWEEN:                                American
International Ventures Inc., a company having a mailing address at 4058 Histead
Way, Evergreen, Colorado 80439,

    


    (herein
called the “Optionor”)

    


    OF
THE FIRST PART

    


    


    
      	
              AND:

            	
              Patriot
      Gold Corp., a company having an office at 3651 Lindell Road, Suite D #165,
      Las Vegas, NV  89103

            


    

    


    


    
      	
               
      

            	
              (herein
      called the “Optionee”)

            


    

    


    
      	
               
      

            	
              OF
      THE SECOND PART

            


    

    


    WHERAS the
Optionor has represented that, subject to the NSR (as defined herein), it is the
sole recorded and beneficial owner in and to the property called the Bruner
Patented Claims (the “Property) described in Schedule “A” attached
hereto;

    


    AND
WHEREAS the Optionor, subject to the 1.5% NSR reserved to the Optionor as
described in Schedule B and 2% NSR reserved to Miramar-Orcana (collectively, the
“Reserved NSR”), now wishes to grant to the Optionee the exclusive right and
option to acquire an undivided 100% right, title and interest in and to the
Property on the terms and conditions hereinafter set forth;

    


    NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises, the
mutual covenants herein set forth herein and the sum of One Dollar ($1.00) of
lawful money of U.S. currency now paid by the Optionee to the Optionor (the
receipt whereof is hereby acknowledged), the Parties hereto do hereby mutually
covenant and agree as follows:

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              1.

            	
              Definitions

            


    

    


    The
following words, phrases and expressions shall have the following
meanings:

    


    
      	
               
      

            	
              (a)

            	
              “Facilities”
      means all mines and plants, including without limitation, all pits,
      shafts, adits, haulageways, raises and other underground workings, and all
      buildings, plants, facilities and other structures, fixtures and
      improvements, and all other property, whether fixed or moveable, as the
      same may exist at any time in, or on the Property and relating to the
      operator of the Property as a mine or outside the Property if for the
      exclusive benefit of the Property
only;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Force
      Majeure” means an event beyond the reasonable control of the Opionee that
      prevents or delays it from conducting the activities contemplated by this
      Agreement other than the making of payments referred to in Section 4
      herein. Such events shall include but not be limited to acts of God, war,
      insurrection, action or inaction of governmental agencies reflecting an
      instability in government procedures, or delay in permitting unacceptable
      to both Optionor and Optionee;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Mineral
      Products” means the commercial end products derived from operating the
      Property as a mine:

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Mining
      Operations” includes:

            


    

    


    
      	
               
      

            	
              (i)

            	
              every
      kind of work done on or with respect to the Property by or under the
      direction of the Optionee during the Option Period or pursuant to an
      approved Work Program; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              without
      limiting the generality of the foregoing, including all work capable of
      receiving assessment credits pursuant to the Mines and Minerals Act of
      Nevada and the work of assessment, geophysical, geochemical and geological
      surveys, studies and mapping, investigating, drilling, designing,
      examining equipping, improving, surveying, shaft sinking, raising,
      cross-cutting and drifting, searching for, digging, trucking, sampling,
      working and procuring minerals, ores and metals, in surveying and bringing
      any mineral claims to lease or patent, in doing all other work usually
      considered to be prospecting, exploration, development, a feasibility
      study, mining work, milling concentration, beneficiation or ores and
      concentrates, as well as the separation and extraction of Mineral Products
      and all reclamation, restoration and permitting
  activities;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “NSR”
      means that Net Smelter Royalty as defined in Schedule “B” attached
      hereto;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (f)

            	
              “Option”
      means the option granted by the Optionor to the Optionee to acquire,
      subject to the Reserved NSR to the Optionor, an undivided
      100%  right, title and interest in and to the Property as more
      particularly set forth in Section
4;

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Option
      Period” means the period from the date hereof to: (i) the date at when the
      Optionee has performed its obligations to acquire its 100% interest in the
      Property as set out in Section 4 hereof, or (ii) the termination of this
      Agreement, which ever is earlier.;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Property”
      means the mineral claims described in Schedule
  “A”;

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Filing
      Fees” means all fees, payments and expenses necessary to keep the patented
      claims in good standing with federal, state and local government entities
      including property taxes;

            


    

    


    
      	
              2.

            	
              Headings

            


    

    


    Any
heading, caption or index hereto shall not be used in any way in construing or
interpreting any provision hereof.

    


    3.           Singular,
Plural

    


    Whenever
the singular or masculine or neuter is used in this Agreement, the same shall be
construed as meaning plural or feminine or body politic or corporate or vice
versa, as the context so requires.

    


    
      	
              4.

            	
              Option

            


    

    


    The
Optionor hereby grants to the Optionee the sole and exclusive right and option
(the “Option”) to earn a 100% interest in the Property , subject to the Reserved
NSR, provided that each of the following conditions are met:

    


    
      	
              (a)

            	
              The
      Optionee paying the sum of $30,000 USD to the Optionor by way of cash, and
      due upon the date both Optionor and Optionee have signed this
      agreement;

            


    

    


    
      	
              (b)

            	
              On
      or before April 1, 2010, the Optionee paying $35,000 USD to the
      Optionor;

            


    

    


    
      	
              (c)

            	
              On
      or before April 1, 2011, the Optionee paying $40,000 U.S to the
      Optionor;

            


    

    


    
      	
              (d)

            	
              On
      or before April 1, 2012, the Optionee paying $45,000 USD to the
      Optionor;

            


    

    


    
      	
              (e)

            	
              On
      or before April 1, 2013, the Optionee paying $50,000 USD to the
      Optionor;

            


    

    


    
      	
              (f)

            	
              On
      or before April 1, 2014, the Optionee paying $55,000 USD to the
      Optionor.

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              (g)

            	
              On
      or before April 1, 2015, the Optionee paying $60,000 USD to the Optionor;
      and

            


    

    


    
      	
              (h)

            	
              On
      or before April 1, 2016, the Optionee paying $1,185,000 USD to the
      Optionor.

            


    

    


    Optionee
can prepay any or all of the above amounts. Upon the Optionee making all of the
payments above (a total of $1,500,000 to Optionor), the Optionee shall be deemed
to have exercised the Option (the “Exercise Date”) and shall be entitled to an
undivided 100% right, title and interest in and to the Property with the full
right and authority to equip the Property for production and operate the
Property as a mine subject to the Reserved NSR.

    


    The
Optionee shall have the right exercisable at any time up to 30 days after
beginning mine construction to buy 1.0% of the Optionor’s 1.5% NSR interest for
USD $500,000. The right to purchase the said NSR interest shall be exercised by
the Optionee providing the Optionor with notice of the purchase accompanied by
payment in the amount of USD $500,000.

    


    The doing
of any act or the incurrence of any cash payments by the Optionee shall not
obligate the Optionee to do any further acts or make any further
payments.

    


    5.           Transfer
of Title

    


    Upon
Optionee’s completion of all requirements to earn a 100 percent interest in the
Property, as stated in Section 4 above, the Optionor will deliver or cause to be
delivered to the Optionee’s solicitors a duly executed transfer of Property in
favor of the Optionee (the “Optionee Transfer”). The Optionee shall be entitled
to record the Optionee Transfer with the appropriate government offices to
effect transfer of legal title of the Property into its own name upon the full
and complete exercise of the Option by the Optionee.

    


    6.           Operations
during Option

    


    At any
time prior to the termination of this Agreement, the Optionee, its servants,
agents and workmen and any persons duly authorized by the Optionee, shall have
the right of access to and from and to enter upon and take possession of and
prospect, explore and develop the Property in such manner as the Optionee in its
sole discretion may deem advisable and shall have the right to remove and ship
therefrom ores, minerals, metals, or other products recovered in any manner
therefrom as needed for metallurgy, bulk sampling and other pre-production
activities, subject to the NSR.  However, prior to (i) the
commencement of any Mining Operations beyond that necessary for a feasibility
study or (ii) the construction of any metallurgical processing plant or recovery
facility not required for a feasibility study, the Optionee must have
purchased the property as described in Section 4.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    During the
Option Period, Optionor will pay the annual taxes due on the Property and will
bill Optionee for such amount. Payment will be made to Optionor by Optionee
within thirty (30) days from receipt of such invoice.

    


    Prior to
the commencement of any Mining Operations or construction of any metallurgical
processing or recovery facility Optionee shall obtain, and maintain during such
periods of operations or construction, insurance against hazards and risks and
liability to persons and property to the extent and in the manner which the
Optionee reasonably believes is customary for companies in similar business
similarly situated as the Optionee. Such insurance policy shall be with a
financially sound and reputable insurer and shall name the Optionor as an
additional insured. Optionee shall provide a copy of such policy to Optionor
when obtained.

    


    During the
Option Period, all Mining Operations and any metallurgical and ancillary
operations conducted on the Property shall be conducted in accordance with all
applicable federal, state, and local laws and regulations, including The Mines
and Minerals Act of Nevada.

    


    7.           Assignment

    


    During the
Option Term, both parties shall have the right to sell, transfer, assign,
mortgage, pledge its interest in this Agreement or its right or interest in the
Property provided that such assignee shall agree in writing to be bound by the
terms of this Agreement applicable to the assignor.

    


    8.           Termination

    


    This
Agreement shall forthwith terminate in circumstances where:

    


    
      	
              (a)

            	
              The
      Optionee shall fail to comply with any of its obligations hereunder
      including failure to make any of the payments set forth in Section 4,
      subject to Force Majeure, and within 30 days of receipt by the Optionee of
      written notice from the Optionor of such default, the Optionee has
      not:

            


    

    


    
      	
               
      

            	
              (i)

            	
              cured
      such default, or commenced proceedings to cure such default and prosecuted
      same to completion without undue delay;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              given
      the Optionor notice that it denies that such default has occurred for
      matters other than the failure to make payments set forth in Section 4 or
      failure to pay the annual taxes due on the
  Property.

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    In the
event that the Optionee gives notice that it denies that a default has occurred,
the Opionee shall not be deemed to be in default until the matter shall have
been determined finally through such means of arbitration as stated herein as
such matter has been subjected to by either party; or

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionee gives notice of termination to the Optionor, which it shall be at
      liberty to do at any time after the execution of this Agreement. If and
      when the Optionee elects to terminate this Agreement, at such time the
      Property or the specific project will be returned to the
      Optionor.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Bankruptcy,
      insolvency, reorganization or liquidation proceedings or other proceedings
      or relief under any bankruptcy law or any law for the relief of debtors
      shall be instituted by or against the
Optionee.

            


    

    


    Upon the
termination of this Agreement under this Section 8, the Optionee shall cease to
be liable to the Optionor in debt, damages, claim fees or otherwise, other than
to pay all liabilities referred to in Section 12 and any reclamation
requirements related to its activities on said Property.  All such
reclamation shall be in accordance with all applicable federal, state, and local
laws and regulations, including The Mines and Minerals Act of
Nevada.

    


    Upon
termination of this Agreement under this Section 8, the Optionee shall return
the Property, as listed in Schedule A, to the Optionor by letter and shall
record such instrument indicating termination of this Agreement. Upon receiving
written request from the Optionor, Optionee will return all data received from
Optionor as well as copies of data generated by Optionee during the Option
period. The Optionee shall vacate the Property within a reasonable time after
such termination and relinquishment, but shall have the right of access to the
Property for a period of six months thereafter for the purpose of removing its
chattels, machinery, equipment and fixtures.

    


    9.           Representations
and Covenants of the Optionor

    


    The
Optionor represents and covenants to and with the Optionee, as of this date, as
follows:

    


    
      
        	
                 
      

              	
                (a)

              	
                The
      Optionor is a company duly organized validly existing and in good
      standing under the laws of
Delaware;

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionor has full power and authority to carry on its business and to
      enter into this Agreement and any agreement or instrument referred to or
      contemplated by this Agreement;

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (c)

            	
              Neither
      the execution and delivery of this Agreement, nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated hereby, nor the consummation of the
      transactions hereby contemplated conflict with, result in the breach of or
      accelerate the performance required by, any agreement to which it is a
      party;

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or of its constating
      documents;

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Agreement constitutes a legal, valid and binding obligation of the
      Optionor;

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Property is accurately described in Schedule “A”, is in good standing
      under the laws of the jurisdiction in which it is located and is free and
      clear of all liens, charges and encumbrances except those specifically
      listed in the Letter Agreement included as Schedule C of this agreement
      and as stated herein;

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Optionor is the sole recorded and beneficial owner of the Property subject
      to the 2% NSR of Miramar and has the exclusive right to enter into this
      Agreement and all necessary authority to transfer its interest in the
      Property in accordance with the terms of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (h)

            	
              No
      Person, firm or corporation has any proprietary or possessory interest in
      the Property other than the Optionor, except those noted in Schedule C
      herein, and no person, firm or corporation is entitled to any royalty or
      other payment in the nature of rent or royalty on any minerals, ores,
      metals or concentrates or any other such products removed from the
      Property except those noted in Schedule C other than the government of the
      state of Nevada pursuant to statute; notwithstanding any Federal, State or
      County royalties or net proceeds tax derived from mining
      operations.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Upon
      request by the Optionee, and at the sole cost of the Optionee, the
      Optionor shall use his best efforts to deliver or cause to be delivered to
      the Optionee copies of all available maps and other documents and data in
      its possession respecting the Property. Nothing will be withheld, hidden,
      or kept from the Optionee, whether the data or information is held or not
      by the Optionor; and

            


    

    


    
      	
               
      

            	
              (j)

            	
              The
      Optionor indemnifies and holds harmless the Optionee from any and all
      suits, judgments, actions, liabilities, whether environmental or other
      that the Optionor is aware of as pending or contemplated prior to this
      agreement.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    10.           Assignment
of Miramar-Orcana Letter Agreement

    


    Optionor
hereby assigns its Letter of Agreement with Orcana Resources Inc and Miramar
Gold Corporation dated July 16th, 2002,
shown in Schedule C of this agreement, to Optionee and specifically Sections 4
and 5 of Page 1, relating to the buy out of the 2% NSR royalty granted to
Miramar for a total of $500,000 cash or stock. Optionor represents that it has
relinquished all rights and title to all unpatented mining claims within the
area of interest as described in sections 2 and 3 of the Miramar-Orcana Letter
Agreement, and other than the Property, it has no other ownership rights to
mining claims within the area of interest in the Miramar-Orcana
Agreement.  Optionee further understands that the area of interest is
confined solely to the boundaries of mining claims listed within Schedule A of
the present agreement dated April 1, 2009 since neither the Optionor nor
Miramar-Orcana have ownership rights to any mining claims outside this
perimeter.

    


    11.           Representations
and Covenants of the Optionee

    


    The
Optionee represents and covenants to and with the Optionor that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Optionee is a company duly organized validly existing and in good standing
      under the laws of Nevada;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionee has full power and authority to carry on its business and to
      enter into this Agreement and any agreement or instrument referred to or
      contemplated by this Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Neither
      the execution and delivery of this Agreement, nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated conflict with, result in the breach of or
      accelerate the performance required by, any agreement to which it is a
      party;

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or of its constating
      documents; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              This
      Agreement constitutes a legal, valid and binding obligation of the
      Optionee.

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    12.           Indemnity
and Survival of Representation

    


    The
representation Optionor and Optionee hereinbefore set out are conditions on
which the parties have relied in entering into this Agreement and shall survive
the acquisition of any interest in the Property by the Optionee and each of the
parties will indemnify and save the other harmless from all loss, damage, costs,
actions and suits arising out of or in connection with any breach of any
representation, option, covenant, agreement or condition made by them and
contained in this Agreement.

    


    The
Optionor hereby indemnifies and saves harmless the Optionee, and its officers,
directors, employees, consultants, or agents from any liability arising form any
and every kind of work done on or with respect to the Property prior to the
signing of this Agreement (the “Prior Operations”). Without limiting the
generality of the foregoing, Prior Operations includes all work capable of
receiving assessment credits pursuant to The Mines and Minerals Act of Nevada
and the work of assessment, geophysical, geochemical and geological surveys,
studies and mapping, investigating, drilling, designing, examining equipping,
improving, surveying, shaft sinking, raising, cross-cutting and drifting,
searching for, digging, trucking, sampling, working and procuring minerals, ores
and metals, in surveying and bringing any mineral claims to lease or patent, in
doing all other work usually considered to be prospecting, exploration,
development, a feasibility study, mining work, milling, concentration,
beneficiation of ores and concentrates, as well as the separation and extraction
of Mineral Products and all reclamation, restoration and permitting
activities.

    


    The
Optionee hereby indemnifies and saves harmless the Optionor, and its officers,
directors, employees, consultants, or agents from any liability arising form any
and every kind of work done on or with respect to the Property after the signing
of this Agreement (the “Future Operations”). Without limiting the generality of
the foregoing, Future Operations includes all Mining Operations, construction of
any Facilities, and all work capable of receiving assessment credits pursuant to
The Mines and Minerals Act of Nevada and the work of assessment, geophysical,
geochemical and geological surveys, studies and mapping, investigating,
drilling, designing, examining equipping, improving, surveying, shaft sinking,
raising, cross-cutting and drifting, searching for, digging, trucking, sampling,
working and procuring minerals, ores and metals, in surveying and bringing any
mineral claims to lease or patent, in doing all other work usually considered to
be prospecting, exploration, development, a feasibility study, mining work,
milling, concentration, beneficiation of ores and concentrates, as well as the
separation and extraction of Mineral Products and all reclamation, restoration
and permitting activities.

    


    13.           Confidentiality

    


    Except as
required by law, the parties hereto agree to hold in confidence all information
obtained in confidence in respect of the Property or otherwise in connection
with this Agreement other than in circumstances where a party has an obligation
to disclose such information in accordance with applicable securities
legislation or if an acceptable confidentiality agreement has been obtained from
a third party.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    14.           Notice

    


    All
notices, consents, demands and requests ( in this Section 13 called the
“Communication”) required or permitted to be given under this Agreement shall be
in writing and may be delivered personally sent by electronic means or may be
forwarded by first class prepaid registered mail to the parties at their
addresses first above written. Any Communication delivered personally or sent
electronically including email shall be deemed to have been given and received
on the second business day next following the date of sending. Any Communication
mailed as aforesaid shall be deemed to have been given and received on the fifth
business day following the date it is posted, addressed to the parties at their
addresses first above written or to such other address or addresses as either
party may from time to time specify by notice to the other; provided, however,
that if there shall be a mail strike, slowdown or other labor dispute which
might effect delivery of the Communication by mail, then the Communication shall
be effective only if actually delivered. For purposes of this agreement and as a
definition of address the Optionor’s email shall be defined as MGoldst445@aol.com
and the Optionor’s fax number is 303-697-6559. The Optionee’s email shall be
defined as rrkern@charter.net
and the Optionee’s telecopier number is 775-746-0938. Notice will be provided to
each party should their respective email address change.

    


    15.           Further
Assurances

    


    Each of
the parties to this Agreement shall from time to time and at all times do all
such further acts and execute and deliver all further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
of this Agreement

    


    16.           Entire
Agreement

    


    The
parties hereto acknowledge that they have expressed herein the entire
understanding and obligation of this Agreement and it is expressly understood
and agreed that no implied covenant, condition, term or reservation, shall be
read into this Agreement relating to or concerning any matter or operation
provided for herein

    


    17.           Proper
Law and Arbitration

    


    This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada and the laws of the United States of America. The parties hereto
hereby irrevocably attorn to the jurisdiction of the Courts of Nevada. All
disputes arising out of or in connection with this Agreement, or in respect of
any defined legal relationship associated therewith or derived therefrom, shall
be referred to and finally resolved by arbitration under the rules of The
Arbitration Act of Nevada. Each party shall select one arbitrator and the two
arbitrators will select a third arbitrator. The decision of the three (3)
arbitrators shall be binding on the parties.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    18.           Enurement

    


    This
Agreement will ensure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns.

    


    19.           Payment

    


    All
references to monies herein shall be in US funds unless otherwise specified. The
Optionee shall make payments for the Expenditures incurred by the Optionor no
later than 30 days after the receipt of invoices delivered by the Optionee to do
any acts or make any payments hereunder, and any act or payment or payments as
shall be made hereunder shall not be construed as obligating the Optionee to do
any further act or make any further payment or payments.

    


    20.           Supersedes
Previous Agreements

    


    This
Agreement supersedes and replaces all previous oral or written agreements,
memoranda, correspondence or other communications between the parties hereto
relating to the subject matter hereof.

    


    IN WITNESS WHEREOF the Parties
hereto have duly executed this Agreement effective as of the 1st day of
April, 2009

    


    


    American
International Ventures, Inc.

    


    


    


    Per:  /s/  Myron A.
Goldstein

            Myron
A. Goldstein, Chairman/CFO

    


    Patriot
Gold Corp.

    


    


    


    Per:  /s/ Herb
Duerr

            Herb
Duerr,  President

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
“A”

    List of
patented mining claims and mill sites in the name of American International
Ventures Inc., located in T14M, R37E, Sections 13, 14, 23 and 24, Nye County,
Nevada:

    


    
      	
              Claim
      Name

            	
              Owner

            	
              Min.
      Sur. #

            	
              NMC
      #

            
	
              Paymaster

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Paymaster
      Ext 1

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Paymaster
      Ext

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Defender

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Last
      Chance

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Last
      Chance #1

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Paymaster
      Annex

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Wild
      Horse

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Wild
      Horse 1

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Wild
      Horse 2

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Wild
      Horse 3

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Big
      Henry

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Friday

            	
              AIVN

            	
              4301

            	
              616421

            
	
              Little
      Jim

            	
              AIVN

            	
              4301

            	
              616422

            
	
              Sooy

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Bruner
      Lode

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Annex

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Lucky
      Tiger

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Aura

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Silent
      Friend

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Annex
      Extension

            	
              AIVN

            	
              4303

            	
              616422

            
	
              Climax

            	
              AIVN

            	
              4302A

            	
              616422

            
	
              July

            	
              AIVN

            	
              4302A

            	
              756224

            
	
              Black
      Mule

            	
              AIVN

            	
              4302A

            	
              756224

            
	
              Shale
      Lode

            	
              AIVN

            	
              4302A

            	
              756224

            
	
              Gold
      Knob

            	
              AIVN

            	
              4302A

            	
              756224

            
	
              July
      Millsite

            	
              AIVN

            	
              4302B

            	
              756224

            
	
              Black
      Mule Millsite

            	
              AIVN

            	
              4302C

            	
              756224

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
“B”

    


    


    “Net
Smelter Return” shall mean the aggregate proceeds received by the Optionee from
time to time from any smelter or other purchaser from the sale of any ores,
concentrates, metals or any other material of commercial value produced by and
from the Property after deducting from such proceeds the following charges only
to the extent that they are not deducted by the smelter or other purchaser in
computing the proceeds:

    


    
      	
               
      

            	
              (a)

            	
              all
      smelting and refining costs including sampling, assaying, treatment
      charges and penalties including but not limited to, metal losses, incurred
      by the Optionee; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              costs
      incurred by Optionee for handling, transporting, securing and insuring
      Mineral Products from the Property or from a concentrator, whether
      situated on or off the Property, to a smelter, refinery or
      other  purchaser of Mineral Products including, in the case of
      gold or silver concentrates, security costs;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              ad
      valorem taxes and taxes based upon sales or production, but not income
      taxes, incurred by Optionee; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              marketing
      costs, including sales commissions, incurred by Optionee in selling
      Mineral Products derived from the
Property.

            


    

     

    The
Optionee shall reserve and pay to the Optionor a NSR equal to one and one-half
(1.5%) percent of Net Smelter Return. An additional two (2.0) percent of Net
Smelter Return is due Miramar as mentioned in Section 10 of this agreement and
specifically described in Schedule C as is the buy out of said
royalty.

    


    Payment of
NSR payable to the Optionor hereunder shall be made quarterly within thirty (30)
days after the end of each calendar quarter during which the Optionee receives
Net Smelter Returns in USD dollars or in kind bullion at the discretion of the
Optionor. Within (60) days after the end of each calendar quarter for which the
NSR for such year shall be audited by the Optionee and any adjustments in the
payments of NSR to the Optionor shall be made forthwith after completion of the
audit. All payments of NSR to the Optionor for a calendar year shall be deemed
final and in full satisfaction of all obligations of the Optionee in respect
thereof if such payments or the calculations thereof are not disputed by the
Optionor of the same audited statement. The Optionee shall maintain accurate
records relevant to the determination of the NSR and the Optionor or its
authorized agent, shall be permitted the right to examine such records at all
reasonable times.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              SCHEDULE
      “C”

            


    

    


    Letter
of Agreement with Orcana Resources Inc and Miramar Gold Corporation