Ironwood Gold Corp.: Exhibit 10.26 - Filed by newsfilecorp.com







EXHIBIT 10.26 


EMPLOYMENT AGREEMENT 

THIS AGREEMENT ("Agreement") is made as of March 18, 2014,
between IRONWOOD GOLD CORP., a Nevada corporation, with an address of 123 West
Nye Lane, Ste. 129, Carson City, NV 89706 (together with its subsidiaries and
affiliates, the "Company" or “Ironwood”), and Andrew McKinnon ("Employee"). 

RECITALS 

A. The Company is engaged in various businesses, including the
development of an adventure travel resort in Western Canada. 

B. The Company owns all of the proprietary interests in the
Company's good will and its Confidential Information (as hereinafter defined),
all of which information is not publicly available and is considered by the
Company to be confidential trade secrets. The Company imparts to its employees,
and said employees require during the course of their employment, access to
Confidential Information. 

C. Employee during the course of Employee's employment with the
Company: (i) will obtain material knowledge and information regarding the
Company's Customers, including without limitation Customers' specialized
requirements, preferences and financial condition, all of which are materially
important in the Company's business relationship with such Customers; (ii) may
perform duties for the Company, which duties themselves are of a highly
confidential nature; (iii) is encouraged by the Company to develop personal
relationships with the Company's suppliers, Customers and prospective Customers;
and (iv) generally has access to Confidential Information. 

D. The Company is vulnerable to unfair post-employment
competition by Employee, since Employee has access to Confidential Information
and has personal relationships with the Company's suppliers, Customers and
prospective Customers. 

E. Employee acknowledges the vulnerability of the Company to
post-employment competition by Employee and is willing to enter into this
Agreement with the Company, pursuant to which Employee agrees not to disclose
any of the Company's Confidential Information and not to compete against the
Company following termination of employment for the time periods and to the
limited extent set forth in this Agreement. 

F. The Company desires to employ Employee and Employee desires
to accept such employment, pursuant to the terms set forth in this Agreement.


            
NOW THEREFORE, in consideration of the mutual promises and agreements contained
in this Agreement, the receipt and adequacy of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows: 

1. Employment. 

            
(a) Term. The Company agrees to employ Employee, and Employee accepts such
employment, for the period commencing on the date hereof through and the three
year anniversary thereof (the "Term"), unless sooner terminated as herein
provided. During the Employment Period, Employee shall serve as CEO of the
Company and shall have the duties, responsibilities and authority consistent with such position as are assigned to him
by the Board or the Executive Officers of the Company. Employee shall devote
Employee's full time and effort, energies and abilities as are required in the
discretion of the Executive Officers for the proper and efficient performance of
such duties and responsibilities.




Specifically:

                         
(i) Employee will devote Employee’s full time, attention and ability to the
Company’s business and affairs; 

                          (ii) Employee will not enter into the services of, nor be employed in any
capacity or for any purpose whatsoever by, any person, firm or corporation other
than us, nor will Employee be engaged in or by any business, enterprise or
undertaking other than your employment under this Employment Agreement unless
Employee obtains our prior written approval; 

                         
(iii) From time to time Employee will be called upon to travel in the course of
performing his responsibilities for Ironwood; and 

                         
(iv) Employee will perform any other duties the Board of Directors of Ironwood
may bestow upon Employee from time to time. 

In discharging Employee’s duties, Employee understands and
agrees that he owes the Company a fiduciary duty, without limiting any other
obligations or requirements that are imposed on Employee elsewhere herein or by
law. As such, the Employee occupies a position of and commits to the highest
degree of trust, loyalty, honesty and good faith in all of his dealings with the
Company and on its behalf. 

            
(b) Salary, Bonus and Benefits. 

                         
(i) Salary. During the Employment Period, the Company will pay Employee a base
salary (the "Annual Base Salary") as the Board or any of the Executive Officers
may designate from time to time, at the rate of $180,000 per year, which shall
be paid bi-weekly in arrears. Employee’s position is exempt from any overtime,
and Employee's Annual Base Salary for any partial year will be prorated based
upon the number of days elapsed in such year. The Company will review the base
salary annually and consider whether there should be any change thereto, at the
sole discretion of the Company’s Compensation Committee. The Company will award
Employee stock options in accordance with the Option Agreement attached hereto
as Exhibit A.

                          (ii) Benefits. During the Employment Period, Employee shall be entitled to the
benefits approved by the Board or any of the Executive Officers, as such
benefits may be adjusted by the Board or any of the Executive Officers from time
to time in their sole and absolute discretion. Upon termination of the
Employment Period, benefits for periods subsequent to such termination shall
cease. He will be entitled to four (4) weeks paid vacation per full year of
employment to be given and accrued as set forth in the Company employee
handbook. Employee shall also receive a car allowance of $1,000 per month. 

                          (iii) Expenses. The Company shall reimburse Employee for all reasonable
out-of-pocket expenses actually incurred by Employee and accounted for and
evidenced in accordance with the standard policies, practices or procedures regarding expense
reimbursement that the Company may establish from time to time. 




                          (iv) Deductions, Taxes and Withholding. All amounts payable or which become
payable hereunder shall be subject to any deductions authorized by Employee, any
set-off or reimbursement deemed appropriate by the Company and permitted by law
and any deductions or set-offs permitted by this Agreement and all deductions
and withholding authorized by law. Employee is responsible for payment of all
taxes related to Employee’s compensation, whether cash or equity compensation or
otherwise. 

                          (v) Signing Bonus. Employee shall receive a signing bonus of 750,000 five year
options with an exercise price of $0.18 which shall vest [immediately]. 

2. Termination. 

                   (a) Termination Without Just Cause. Upon termination of the
      Employment Period at any time by the Company without Just Cause (as
      hereinafter defined), Employee shall be entitled to two weeks’ prior
      notice, and (i) the Company shall only be obligated to pay Employee such
      portion of Employee's Annual Base Salary payable to him up to the date of
      termination and (ii) any other compensation, benefits or other payments
      payable to Employee up to the date of termination, and all rights of
      Employee hereunder to any other compensation, benefits or other payments
      for periods subsequent to such termination shall cease except as follows:
      If the Employee’s employment is terminated (i) other than for Just Cause
      (as defined below) by the Company or (ii) by the Employee for Good Reason
      (as defined below), the Employee shall provide at least two weeks prior
      written notice, and only upon receipt of such prior written notice in a
      timely manner, Company shall pay to Employee an aggregate severance amount
      equal to 25% of the Employee’s annual base salary in effect as of the date
      of such termination (i.e., three months’ base salary and such amount being
      referred to as the “Severance Amount”). The Severance Amount may be paid
      in a single lump sum amount, provided that payment of the Severance Amount
      shall be contingent upon the Employee signing a suitable release and
      waiver agreement, acceptable to the Company in its sole
  discretion.

                   (b) Termination for Just Cause. The Company may, upon a good faith determination
made by the Board or any of the Executive Officers, terminate Employee's
employment pursuant to this Agreement for Just Cause. Notwithstanding anything
to the contrary in this Agreement, upon termination by the Company of Employee
for Just Cause, (i) the Company shall only be obligated to pay Employee such
portion of Employee's Annual Base Salary payable to him up to the date of
termination and (ii) any other compensation, benefits or other payments payable
to Employee up to the date of termination, and all rights of Employee hereunder
to any other compensation, benefits or other payments for periods subsequent to
such termination shall cease. 

             (c) For the purposes of this Agreement, “Good Reason” for termination by the
Employee shall exist upon (i) any material reduction in the Employee’s level of
compensation without approval of the Employee (except if due to a reduced work
schedule at Employee’s request or due to a department wide reduction in work
schedule); or (ii) a transfer of the Employee’s work location for purposes of
performing his duties hereunder to a location other that the metropolitan area
in which originally stated in an offer of employment. 




             (d) Right of Offset. The Company may offset the amounts of any outstanding
loans, advances or other disbursements made to or on behalf of the Employee by
the Company against any amounts the Company owes Employee hereunder for
severance pay, Annual Base Salary, bonuses, benefits or other items of
compensation hereunder. 

             (e) Release and Waiver. As a condition to the receipt of payments, compensation
or other benefits under this Agreement, Employee shall be required to execute
and deliver to the Company a general release and waiver, in form and substance
acceptable to the Company. In addition to any requirements imposed on Employee,
Employee must return all company property within 48 hours of notice of the
termination or expiration of this Employment Agreement. Without restricting the
general intention of this obligation, this means that Employee must return all
computers, keys, pass cards, cell phones, personal organizers, security passes,
manuals, books, files, money and other property and materials that belong to
Company or for which Company is responsible. All access keys or access
mechanisms must be returned immediately. 

3. Confidential Information. Given the nature of Employee’s
employment with the Company and of the products and markets involved, it is
imperative to the Company’s viability and success that the parties enter into
the Confidentiality and Intellectual Property Agreement attached hereto as
Exhibit B. This Confidentiality Agreement survives the termination of this
Agreement as stated therein. 

4. Noncompetition and Nonsolicitation. 

             (a) Noncompetition. Employee shall be bound by the terms of the noncompetition
covenants set forth in Exhibit B hereto. 

             (b) Nonsolicitation. Employee further agrees that, for a period of two years
following any Company-initiated or Employee-initiated termination of employment
for any reason whatsoever, Employee will not, directly or indirectly, either for
Employee or for any other person, firm, company or corporation, in any capacity,
induce or attempt to induce or call upon or solicit any of the Company's
employees, consultants, Customers, prospective Customers, suppliers, landlords
or other business relations of the Company to leave or cease doing business with
the Company or in any way interfere with the relationship between the Company
and any of the Company's employees, Customers, prospective Customers, suppliers,
landlords or other business relations thereof or hire or solicit for employment
any employee of the Company. 

             (c) Enforcement. If, at the time of enforcement of this Section 4, a court holds
that the restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum duration, scope and
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope and area and that the court shall be allowed to reduce
the restrictions contained herein to cover the maximum duration, scope and area
permitted by law. 

            
(d) Employee's Experience. Employee represents and warrants that, in the event
of the voluntary or involuntary termination of Employee's employment with the
Company for any reason whatsoever, Employee's experience and capabilities are
such that Employee can obtain employment in other lines and of a different
nature from the Business, and that the enforcement of this Agreement will in no
way prevent Employee from earning a livelihood. Employee acknowledges and agrees
that, if for any reason Employee does not successfully obtain other employment,
such fact shall not relieve Employee from Employee's obligations hereunder. 




            
(e) Irreparable Harm. Employee acknowledges that a violation by Employee of the
provisions of this Agreement will cause irreparable harm to the Business, the
exact amount of which will be difficult to ascertain, and that the remedies at
law for any such breach will be inadequate. Accordingly, Employee agrees that,
in the event of such violation or threatened violation by Employee, the Company
shall be entitled, in addition to any other remedy which may be available at law
or in equity, to specific performance and injunctive relief, without posting
bond or other security. 

            
(f) Delivery of Documents. Employee agrees that, in the event of the voluntary
or involuntary termination of Employee's employment with the Company for any
reason whatsoever, Employee shall promptly deliver to the Company all documents,
photocopies, notes, drawings, data and other materials of any nature pertaining
to Employee's employment with the Company, and Employee shall not take with
Employee, or allow any third party to take, any of the foregoing or any
reproduction of any of the foregoing. 

5. Definitions. 

            
(a) "Confidential Information" means information, not generally known, and
proprietary to Ironwood, including trade secret information, about Ironwood's
processes and products, including information relating to research, development,
manufacture, purchasing, accounting, engineering, marketing, merchandising,
selling, leasing, servicing, finance and business systems and techniques. All
information disclosed to Employee, or to which Employee has reasonable basis to
believe to be a Confidential Information, or which is treated by Ironwood as
being Confidential Information, shall be presumed to be Confidential
Information. 

            
(b) "Conflicting Organization" means any person or organization which is engaged
in or about to become engaged in, research on or development, production,
marketing, leasing, selling or servicing of a Conflicting Product. 

            
(c) “Conflicting Product" means any product, process, system or service of any
person or organization other than Ironwood, in existence or under development,
which is the same as or similar to or competes with, or has a usage allied to, a
product, process, system or service upon which Employee works (in either a sales
or a non-sales capacity) during the last three years of my employment by
Ironwood, or about which he acquires Confidential Information. 

            
(d) “Inventions" means discoveries, improvements and ideas (whether or not shown
or described in writing or reduced to practice) and works of authorship, whether
or not patentable or copyrightable, (1) which relate directly to the business of
Ironwood, or (2) which relate to Ironwood's actual or demonstrably anticipated
research or development, or (3) which result from any work performed by Employee
for Ironwood, or (4) for which equipment, supplies, facility or trade secret
information of Ironwood is used, or (5) which is developed on any Ironwood time.


            
(e) "Just Cause" means (i) a material breach of this Agreement by Employee; (ii)
a breach of Employee's duty of loyalty to the Company or any act of dishonesty
with respect to the Company or its stockholders, customers or suppliers; (iii)
Employee's continued failure or refusal to perform, in any material respect, any
duty or responsibility to the Company which is normally attached to Employee's
position(after notice and a 10-day cure period), provided, however, any
subsequent failure or refusal to perform such duty or responsibility shall
entitle the Company to terminate employment for Just Cause without notice or an
opportunity to cure; (iv) Employee's gross negligence or willful misconduct in performing those duties
which are normally attached to Employee's position; (v) the commission by
Employee of an act of fraud, conversion, misappropriation (including the
unauthorized use or disclosure of confidential or proprietary information of the
Company) or embezzlement or crime of moral turpitude; (vi) a conviction of or
guilty plea or confession by Employee to any fraud, conversion,
misappropriation, embezzlement or felony; (vii) the exposure of the Company to
any criminal liability or loss of business opportunity or reduction in revenues
or increase in losses substantially caused by the conduct of Employee which
results in a material adverse effect upon the Company's business, operations,
financial condition or results of operations or the exposure of the Company to
any bona fide claims which may result in civil liability caused by Employee's
unlawful harassment in employment; or (viii) the repeated taking of any action
prohibited (a) by the Board or any of the Executive Officers, provided that
Employee has received at least one written notice of having taken an action so
prohibited, or (b) by this Agreement. For purposes of this Agreement,
"Employee's duty of loyalty to the Company" shall include Employee's fiduciary
obligation to place the interests of the Company ahead of Employee's personal
interests and thereby not knowingly profit personally at the expense of the
Company, and shall also include specifically the affirmative obligation to
disclose promptly to the Board any known conflicts of interest Employee may have
with respect to the Company, and the negative obligations not to usurp corporate
opportunities of the Company, not to engage in any "conflict-of-interest"
transactions with the Company (without the approval of the Board), and not to
compete directly with the Company (without the approval of the Board). 




6. Notices. Any notice provided for in this Agreement must be
in writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to each person at the address set forth below:


            
If to the Company: 

            
Ironwood Gold
Corp. 
            
See address set forth in the preamble to this Agreement 

            
If to Employee: 

            
See address set forth in the preamble of this Agreement 

or such other address or to the attention of such other person
as the recipient party shall have specified by prior written notice to the
sending party. Any notice under this Agreement will be deemed to have been given
when so delivered or sent or, if mailed, five days after deposit in the U.S.
mail. 

7. General Provisions. 

            
(a) Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. 




            
(b) Complete Agreement. This Agreement and those documents expressly referred to
herein (i) embody the complete agreement and understanding between the parties,
(ii) supersede and preempt any prior summaries of terms and conditions,
understandings, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in any way, and
(iii) terminate and cancel any employment, severance, stock option, bonus or
other employee benefit, loan, tax or other indemnity agreement between Employee
and Employee's affiliates, on one hand, and the Company and its affiliates, on
the other hand. 

            
(c) Counterparts. This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement. 

            
(d) Successors and Assigns. Except as otherwise provided herein, this Agreement
shall bind Employee and the Company and their respective successors and
permitted assigns and inure to the benefit of and be enforceable by Employee and
the Company and their respective successors and permitted assigns. This
Agreement will not be assignable by Employee, but will be assignable by the
Company to its affiliates, and will inure to the benefit of its successors and
assigns. 

            
(e) Arbitration. If any dispute arises under this Agreement, then the Company
and Employee shall endeavor in good faith to resolve such dispute. In the event
that the Company and Employee are unable to resolve any such dispute within
thirty (30) days, the Company and Employee shall, within ten (10) days
thereafter, appoint an arbitrator ("Arbitrator") who is licensed by the American
Arbitration Association ("AAA") to arbitrate such dispute. In the event the
Company and Employee cannot agree on the selection of the Arbitrator, the
Company shall select one arbitrator and Employee shall select one arbitrator who
shall together select the Arbitrator who shall arbitrate the matter. The Company
and Employee shall, within twenty (20) days thereafter, present their positions
with respect to the dispute to the Arbitrator, together with such other
materials as the Arbitrator deems appropriate. The Arbitrator shall, after the
submission of the evidentiary materials, submit a written decision on each
dispute to the Company and Employee. Any determination by the Arbitrator with
respect to any dispute shall be final and binding on each party to this
Agreement. The Arbitrator shall comply and the arbitration shall be conducted in
the State of Nevada or any other jurisdiction as the parties may agree in
accordance with the commercial arbitration rules of the AAA as in effect for
commercial arbitrations conducted in the State of Nevada or such other
jurisdiction by the AAA. The Company and Employee agree that the costs of the
Arbitrator shall be borne equally by the Company and Employee. Resolution of
disputes under this Agreement by arbitration pursuant to this Section 7(e) shall
be the exclusive remedy of the parties hereunder (it being understood that the
Arbitrator shall have authority to enforce all provisions of this Agreement,
including the granting of injunctive or other relief). 

            
(f) CHOICE OF LAW. THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL BE
CONSTRUED AND THE OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA (WITHOUT REGARD TO ANY CONFLICT
OF LAWS PROVISIONS THEREOF) AND APPLICABLE FEDERAL LAW. 

            
(g) Remedies. Each of the parties to this Agreement will be entitled to enforce
its rights under this Agreement, specifically, to recover damages and costs
(including attorney's fees) caused by any breach of any provision of this
Agreement and to exercise all other rights existing in its favor. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement, and, except as otherwise
provided in Section 7(e), that any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance
and/or other injunctive relief in order to enforce or prevent any violations of
the provisions of this Agreement. 




            
(h) Amendment and Waiver. Except as otherwise expressly provided herein, the
provisions of this Agreement may be amended or modified only by written
agreement of the Company and Employee. No other course of dealing between the
parties or third-party beneficiaries hereof or any delay in exercising any
rights hereunder shall operate as a waiver of any rights of any such holders.


            
(i) Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by Employee or on Employee's behalf or by the Company or on
its behalf. 

            
(j) Business Days. If any time period for giving notice or taking action
hereunder expires on a day which is a Saturday, Sunday or holiday in the State
of Nevada, the time period shall be automatically extended to the business day
immediately following such Saturday, Sunday or holiday. 

            
(k) Descriptive Headings, Interpretation. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a Section of
this Agreement. The use of the word "including" in this Agreement shall be by
way of example rather than by limitation. 

            
(l) The Employee agrees to keep and maintain adequate and up-to-date written
records of all Inventions made by him/her (solely or jointly with another)
during his/her employment with Ironwood. The Employee agrees that the records
will be in the form of notes, sketches, drawings, and any other format that may
be specified by Ironwood and that the records will be available to and remain
the sole property of Ironwood at all times. 

            
(m) The Employee agrees to assist Ironwood or its designee, at Ironwood's
expense, in every proper way to secure Ironwood's rights in the Inventions and
any copyrights, patents, mask works rights or other intellectual property rights
relating thereto in any and all countries, including the disclosure to Ironwood
of all pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments and all other instruments which
Ironwood shall deem necessary in order to apply for and obtain such rights and
in order to assign and convey to Ironwood, its successors, assigns and nominees
the sole and exclusive rights, title and interest in and to such Inventions, and
any copyrights, patents, or other intellectual property rights relating thereto.


            
(n) The Employee agrees that, at the expiration or termination of the Employment
Agreement, he/she will immediately deliver upon demand to Ironwood and not keep
in his/her possession, recreate or deliver to anyone else any devices, records,
data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, bill of materials, process flow diagrams,
process sheets, process data, quality control data, materials, equipment, other
documents or property, or any reproductions of any above items stored in any
medium whatsoever developed by him/her pursuant to his/her employment with
Ironwood or otherwise belonging to Ironwood. 

            
(o) When Employee ceases to be employed by Ironwood for whatever reason, he
promises to Ironwood that he shall notify his new employer in writing about his
rights and obligations under this Employment Agreement, and shall provide
Ironwood with a copy of such written notification immediately upon demand. 




             IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above. 

IRONWOOD GOLD CORP. 

 

By: /s/ Shannon Price 
Name: Shannon Price 
Title: COO



 

/s/ Andrew McKinnon 
Employee 




EXHIBIT "A" - NONQUALIFIED STOCK PURCHASE OPTION AGREEMENT


RECITALS


WHEREAS, the Company and the Optionee have entered into an
employment agreement that requires the Company to grant the Optionee an option
to purchase shares of the Company's common stock at a price of $____ per share
as partial consideration for the services to be rendered under the agreement;
and 

WHEREAS, the Board of Directors (the "Board") has determined
that it would be in the best interests of the Company and its stockholders to
grant the option provided for herein (the "Option") as an inducement to serve as
an employee of the Company and to provide Optionee with a proprietary interest
in the future of the Company; 

NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows: 

1. Grant of the Option. The Company hereby grants to Optionee
the right and option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of 750,000 shares (the
"Stock") of the presently authorized but unissued common stock, par value $.0001
per share, of the Company (the "Common Stock"). The purchase price of the Stock
subject to this Option shall be $____ per share. 

2. Vesting of the Option. As long as the Optionee remains an
employee of the Company, the options granted hereby shall vest based on the
following schedule: 

____ options shall vest at the time of signing this Stock
Purchase Option Agreement. 

____ options shall vest at on _____________. 

____ options shall vest at on ___________. 

_____options shall vest at on ____________. 

If the Optionee's employment is terminated by the Company
without good reason or terminated by the Optionee for good reason, all unvested
options shall immediately vest and become exercisable. In all other cases, all
unvested options shall immediately terminate. From and after the vesting dates,
the vested options may be exercised at any time or from time to time, in whole
or in part, for a period of three years. Notwithstanding the generality of the
foregoing, rights represented by vested options shall not be affected by the
termination of the Optionee's employment because of the disability or death of
the Optionee. 

3. Exercise of Option. 

            
a. Vested Options may only be exercised by the Optionee who shall have the right
to exercise such Option in whole or in part, at any time or from time to time
during the period commencing on a vesting date and terminating on the third
anniversary of such vesting date. The Option is not transferable or assignable
by the Optionee other than by will, as a result of the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order. If the Option
is transferred by will, as a result of the laws of descent and distribution or
pursuant to a Qualified Domestic Relations Order, the transferee shall have all
of the rights, powers and privileges that the Optionee would have had in the absence of such a transfer. 




            
b. This Option may be exercised by written notice of intent to exercise the
Option delivered to the Company at its principal office no fewer than five days
in advance of the effective date of the proposed exercise. Such notice shall be
accompanied by this Agreement, shall specify the number of shares of Common
Stock with respect to which the Option is being exercised and shall specify the
proposed effective date of such exercise. Such notice shall also be accompanied
by payment in full to the Company at its principal office of the option price
for the number of shares of the Common Stock with respect to which the Option is
then being exercised. The payment of the option price shall be made in cash or
by certified check, bank draft, or postal or express money order payable to the
order of the Company or, with the consent of the Board, in whole or in part in
Common Stock which is owned by the Optionee and valued at its Fair Market Value
on the date of exercise. Any payment in shares of Common Stock shall be effected
by delivery of such shares to the Secretary of the Company, duly endorsed in
blank or accompanied by stock powers duly executed in blank, together with any
other documents or evidence as the Secretary of the Company shall require from
time to time. 

            
c. Upon the Company's determination that the Option has been validly exercised
as to any of the Stock, the Secretary of the Company shall issue a certificate
or certificates in the Optionee's name for the number of shares set forth in his
written notice. However, the Company shall not be liable to the Optionee for
damages relating to any delays in issuing the certificate(s) to him, any loss of
the certificate(s), or any mistakes or errors in the issuance of the
certificate(s) or in the certificate(s) themselves. 

4. Term of Employment. This Option shall not grant to Optionee
any right to continue serving as an employee of the Company. 

5. Notices; Deliveries. Any notice or delivery required to be
given under the terms of this Option Agreement shall be addressed to the Company
in care of its Secretary at its principal office and any notice or delivery to
be given to Optionee shall be addressed to him at such address as the Optionee
may hereafter designate in writing. Any such notice or delivery shall be
effective as of the date of receipt. 

6. Disputes. As a condition of the granting of the Option
hereby, the Optionee and his heirs and successors agree that any dispute or
disagreement which may arise hereunder shall be determined by the Board in its
sole discretion and judgment, and that any such determination and any
interpretation by the Board of the terms of this Option shall be final and shall
be binding and conclusive, for all purposes, upon the Company, Optionee, his
heirs and personal representatives. 

7. Legend on Certificates. The certificate(s) representing
the shares of Stock purchased by exercise of this Option will be stamped or
otherwise imprinted with a legend in such form as the Company or its counsel may
require with respect to any applicable restrictions on the sale or transfer of
such shares and the stock transfer records of the Company will reflect
stop-transfer instructions with respect to such shares. The Company is under no
obligation to remove this legend for any reason whatsoever. 

8 . M i s c e l l a n e o u s . 

            
a. All decisions of the Board upon any questions arising under the Plan or under
this Option Agreement shall be conclusive. 




            
b. Nothing herein contained shall affect Optionee's right to participate in and
receive benefits from and in accordance with the then current provisions of any
pension, insurance or other employee welfare plan or program of the Company.


            
c. Optionee agrees to make appropriate arrangements with the Company for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Company at the
time of exercise of the Option of all such taxes and requirements. 

            
d. Whenever the term "Optionee" is used herein under circumstances applicable to
any other person or persons to whom this Option, in accordance with the
provisions hereof, may be transferred, the word "Optionee" shall be deemed to
include such person or persons. 

            
e. Notwithstanding any of the other provisions hereof, Optionee agrees that he
will not exercise this Option and that the Company will not be obligated to
issue any of the Stock pursuant to this Option Agreement, if the exercise of the
Option or the issuance of such shares of Common Stock would constitute a
violation by the Optionee or by the Company of any provision of any law or
regulation of any governmental authority or national securities exchange. Upon
the acquisition of any Stock pursuant to the exercise of the Option herein
granted, Optionee will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Agreement. 

            
f. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company. The interpretation, performance and
enforcement of this Option Agreement shall be governed by the laws of the State
of Nevada.




The parties have fully read and understand this STOCK PURCHASE
OPTION AGREEMENT in its entirety and have signed it on the dates indicated in
the spaces provided below. 

IRONWOOD GOLD CORP. 

 

 

	By:	  	 
	 	Name: 	 
	 	Title: 	 



 

	 	 
	Employee 	 






EXHIBIT "B" - CONFIDENTIALITY AND INTELLECTUAL

PROPERTY AGREEMENT 


I AM EMPLOYED OR DESIRE TO BE EMPLOYED BY IRONWOOD IN A
CAPACITY IN WHICH I MAY RECEIVE OR CONTRIBUTE TO CONFIDENTIAL INFORMATION. IN
CONSIDERATION OF SUCH EMPLOYMENT OR CONTINUED EMPLOYMENT, AND THE WAGES OR
SALARY AND OTHER EMPLOYEE BENEFITS IN COMPENSATION FOR MY SERVICES, AND IN
CONSIDERATION OF BEING GIVEN ACCESS TO CONFIDENTIAL INFORMATION; I AGREE THAT:


1. With respect to Inventions made, authorized or conceived by
me, either solely or jointly 

with others, (1) during my employment, whether or not during
normal working hours or whether or not at Ironwood's premises; or (2) within one
year after termination of my employment, I will: 

	 	(a) 	
      Keep accurate, complete and timely records of such
      Inventions, which records shall be Ironwood property and be retained on
      Ironwood's premises.

	 	 	 
	 	(b) 	
      Promptly and fully disclose and describe such Inventions
      in writing to Ironwood.

	 	 	 
	 	(c) 	
      Assign (and I do hereby assign) to Ironwood all of my
      rights to such Inventions and to applications for letters patent and/or
      copyright in all countries and to letters patent and/or copyrights granted
      upon such Inventions in all countries.

	 	 	 
	 	(d) 	
      Acknowledge and deliver promptly to Ironwood (without
      charge to Ironwood but at the expense of Ironwood) such written
      instruments and to do such other acts as may be necessary in the opinion
      of Ironwood to preserve property rights against forfeiture, abandonment or
      loss and to obtain and maintain letters patent and/or copyrights and to
      vest the entire right and title thereto in Ironwood.

	 	 	 
	 	(e) 	
      At the request of Ironwood and at its cost, the Employee
      shall assist Ironwood, or any person or persons from time to time
      designated by it, to obtain the copyright, trademark and/or grant of
      patents in the United States and/or in such other country or countries as
      may be designated by Ironwood, covering such improvements, discoveries,
      ideas and inventions and shall in connection therewith and in connection
      with the defense of any patents execute such applications, statements or
      other documents, furnish such information and data and take all such other
      action (including, but not limited to, the giving of testimony) as
      Ironwood may from time to time reasonable request.



NOTICE: This is to notify you that paragraph 1. of this
Ironwood "Employee Agreement" you are being asked to sign as a condition of your
employment does not apply to an Invention for which no equipment, supplies,
facility or trade secret information of Ironwood was used and which was
developed entirely on your own time, and (1) which does not relate (a) directly
or indirectly to the business of Ironwood or (b) to Ironwood's actual or
demonstrably anticipated research or development, or (2) which does not result
from any work performed by you for Ironwood. 

2. Except as required in my duties to Ironwood, I will never,
either during my employment by Ironwood or thereafter, use or disclose any
Confidential Information as defined in paragraph 1 hereinabove. 




3. Upon termination of my employment with Ironwood, all records
and any compositions, articles, devices, and other items which disclose or
embody Confidential Information including all copies or specimens thereof in my
possession, whether prepared or made by me or others, will be left with
Ironwood. 

4. I will not assert any rights under any Inventions as having
been made, conceived, authored or acquired by me prior to my being employed by
Ironwood. 

5. For a period of two years after termination of my employment
with Ironwood: 

	 	(a)	
      I will inform any new employer, prior to accepting
      employment of the existence of this Employee agreement and provide such
      employer with a copy thereof.

	 	 	 
	 	(b)	
      If I have been or am employed by Ironwood in a sales
      capacity, I will not render services in the United States or Canada,
      directly or indirectly, to any Conflicting Organization in connection with
      the development, manufacture, marketing, sale, merchandising, leasing,
      servicing or promotion of any Conflicting Product to any person or
      organization upon whom I called, or whose account I supervised on behalf
      of Ironwood, at any time during the last three years of my employment by
      Ironwood.

	 	 	 
	 	(c)	
      If I have been or am employed by Ironwood in a non-sales
      capacity, I will not render, to any Conflicting Organization, services,
      directly or indirectly, in the United States or in any country in which
      Ironwood has a plant for manufacturing a product upon which I work during
      my employment by Ironwood or in which Ironwood provides a service in which
      I participate during my employment by Ironwood, except that I may accept
      employment with a large Conflicting Organization whose business is
      diversified (and which has separate and distinct divisions),and which as
      to part of its business is not a Conflicting Organization, provided
      Ironwood, prior to my accepting such employment, shall receive separate
      written assurances satisfactory to Ironwood from such Conflicting
      Organization and from me, that I will not render services directly or
      indirectly in connection with any Conflicting Product.

	 	 	 
	 	(d)	
      If I am unable to obtain employment consistent with my
      abilities and education, within one month after termination of my
      employment with Ironwood, solely because of provisions of this paragraph
      5, such provisions shall thereafter continue to bind me only as long as
      Ironwood shall make payments to me equal to my monthly base pay at
      termination (exclusive of extra compensation, bonus or employee benefits)
      for each month of such unemployment commencing with the second month after
      termination of my employment with Ironwood.

	 	 	 
	 	(e) 	
      I agree that I will, during each month of such
      unemployment, make conscientious and aggressive efforts to find
      employment; and I will, within ten days after the end of each calendar
      month, give Ironwood a detailed written account of my efforts to obtain
      employment. Such account will include a statement by me that although I
      aggressively sought employment, I was unable to obtain it solely because
      of the provisions of this paragraph 5.

	 	 	 
	 	(f) 	
      It is understood that Ironwood shall, at its option, be
      relieved of making a monthly payment to me for any month during which I
      failed to seek employment conscientiously and aggressively, and to account
      to Ironwood, as provided for above.

	 	 	 
	 	(g) 	
      Ironwood is obligated to make such payments to me, upon
      my fulfillment of the conditions set forth above, for 23 consecutive
      months unless Ironwood gives me written permission to accept available
      employment, or gives me a written release from the obligations of
      paragraph 5.

	 	 	 
	 	(h) 	
      Ironwood's obligation to make such monthly payments shall
      terminate upon my death or upon my obtaining employment. I agree that I
      will give prompt written notice of such employment to
  Ironwood.








	 	(i)	
      Ironwood shall not be liable, under this Agreement, or in
      any action relating thereto, for any amount greater than the equivalent of
      23 such monthly payments, less amounts paid to me by Ironwood pursuant to
      this Agreement; Ironwood not being obliged to make a payment to me for the
      first month of such unemployment.

	 	 	 
	 	(j) 	
      If, after termination of my employment with Ironwood, I
      obtain other employment but because of the provisions of paragraph 5, my
      position is such that my gross monthly income will be less than that which
      I last received from Ironwood as monthly base pay at termination, then
      Ironwood's obligations to make payments to me for the period specified in
      paragraph 5. will be limited to the difference between my monthly base pay
      at Ironwood, at termination, and the gross monthly income I will receive
      in my subsequent employment.



6. All of my obligations under this Agreement shall be binding
upon my heirs, spouses, assigns and legal representatives. If any provision of
this Agreement shall contravene any statute of a particular state which I
perform services for Ironwood, then this Agreement shall be construed as if such
provision is not contained herein insofar as enforcement of this Agreement
against me in such particular state is concerned. 

7. This Agreement replaces any existing agreement entered into
by me and Ironwood relating generally to the same subject matter; but such
replacement shall not affect rights and obligations of either party arising out
of any such prior Agreement which shall then continue to be in effect for that
purpose. All capitalized terms used and not defined herein are defined in the
Employment Agreement to which this Agreement is attached as Exhibit B. 

Both parties have fully read and understand this
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT in its entirety and have
signed it on the dates indicated in the spaces provided below. 

IRONWOOD GOLD CORP. 

 

 

	By:	 	 
	 	Name: 	 
	 	Title: 	 




   

	 	 
	Employee