goldpointsb2ex10-1.htm


    
      

      

    

    Exhibit
      10.1

      


       

      OPTION
        TO PURCHASE AGREEMENT

       

       

      THIS
        AGREEMENT made as of the 30th day of August,
        2007.

       

      BETWEEN:

       

      PATRICK
        ORR, businessman, 1018
        N. Hayworth Ave. Unit
        # 8 West Hollywood, CA 90046

       (hereinafter
        referred to as the "Vendor")

       

      PARTIES
        OF THE FIRST PART

       

       

      AND:

       

      GOLDPOINT
        RESOURCES, INC., a company duly incorporated under
        the laws of the State of Nevada, having an office at 1018 N. Hayworth Ave.
        Unit
        # 8,

       (hereinafter
        referred to as "GRI")

       

      OF
        THE SECOND PART

       

       

      WHEREAS:

       

      
        	
                A.

              	
                Vendor
                  is the sole beneficial owner of 100% of the lode mining claim “PAT
                  #1”.  The property is located NE 1⁄4 Section 15 Township 265 Range
                  64E Meridian Mt. Diablo in Clark County Nevada. The property is
                  in the
                  Eldorado Canyon Mining District.   As described in Schedule
                  "A" attached hereto and forming part hereof (hereinafter together
                  with any
                  form of successor or substitute mineral tenure called the
                  "Claim").

              


      

      


      
        	
                B.

              	
                The
                  parties now wish to enter into an agreement granting to GRI the
                  exclusive
                  right and option to acquire an undivided 100% of the right, title
                  and
                  interest in and to the Claim on the terms and conditions as hereinafter
                  set forth.

              


      

       

      NOW
        THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
        premises and the mutual promises, covenants and agreements herein contained,
        the
        parties hereto agree as follows:

       

      
        	
                1.

              	
                INTERPRETATION

              


      

      
        	
                 

              	
                 

              


      

      
        	
                1.1

              	
                In
                  this Agreement:

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                (a)

              	
                "Effective
                  Date" means the date that both parties have signed this
                  Agreement;

              


      

      


      
        	
                 

              	
                (b)

              	
                "Mineral
                  Products" means the products derived from operating the Claim as
                  a
                  mine;

              


      

      


      
        	
                 

              	
                (c)

              	
                "Net
                  Smelter Returns" means the proceeds received by GRI from any smelter
                  or
                  other purchaser from the sale of any ores, concentrates or minerals
                  produced from the Claim 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:

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                (i)

              	
                the
                  cost of transportation of the ores, concentrates or minerals from
                  the
                  Claim to such smelter or other purchaser, including related
                  transport;

              


      

      


      
        	
                 

              	
                (ii)

              	
                smelting
                  and refining charges including penalties;
                  and

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        2 -

      


      


      
        	
                 

              	
                (iii)

              	
                marketing
                  costs.

              


      

      


      
        	
                 

              	
                (d)

              	
                "Option"
                  means the option granted by Vendor to GRI pursuant to Section
                  3;

              


      

      


      
        	
                 

              	
                (e)

              	
                "Operating
                  the Claim as a mine" or "Operation of the Claim as a mine" means
                  any or
                  all of the mining, milling, smelting, refining or other recovery
                  of ores,
                  minerals, metals or concentrates or values thereof, derived from
                  the
                  Claim;

              


      

      


      
        	
                 

              	
                (f)

              	
                "Dollars
                  ($)" means legal currency of the United
                  States.

              


      

      


      
        	
                2.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

      


      
        	
                2.1

              	
                GRI
                  represents and warrants to Vendor
                  that:

              


      

      


      
        	
                 

              	
                (a)

              	
                GRI
                  is a body corporate duly incorporated, organized and validly subsisting
                  under the laws of its incorporating
                  jurisdiction;

              


      

      


      
        	
                 

              	
                (b)

              	
                GRI
                  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 will conflict with, result in
                  the breach
                  of or accelerate the performance required by any agreement to which
                  GRI is
                  a party; and

              


      

      


      
        	
                 

              	
                (d)

              	
                the
                  execution and delivery of this Agreement and the agreements contemplated
                  hereby will not violate or result in the breach of laws of any
                  jurisdiction applicable or pertaining thereto or of GRI's constating
                  documents.

              


      

      


      
        	
                2.2

              	
                Vendor
                  represents and warrants to GRI:

              


      

      


      
        	
                 

              	
                (a)

              	
                the
                  Claim consists of the mineral claim PAT#1 512465 and 512466 The property
                  is
                  located NE 1⁄4 Section 15 Township 265 Range 64E Meridian Mt. Diablo in
                  Clark County Nevada in the Eldorado Canyon Mining District which
                  has been
                  duly and validly staked and recorded, as accurately described in
                  Schedule
                  "A", is presently in good standing under the laws of the jurisdiction
                  in
                  which it is located and, except as set forth herein, is free and
                  clear of
                  all liens, charges and
                  encumbrances;

              


      

      


      
        	
                 

              	
                (b)

              	
                Vendor
                  is the sole beneficial owner of a 100% interest in and to the Claim
                  and
                  has the exclusive right to enter into this Agreement and all necessary
                  authority to dispose of an undivided 100% interest in and to the
                  Claim in
                  accordance with the terms of this
                  Agreement;

              


      

      


      
        	
                 

              	
                (c)

              	
                no
                  person, firm or corporation has any proprietary or possessory interest
                  in
                  the Claim other than Vendor and no person 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
                  Claim;

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        3 -

      


      


      
        	
                 

              	
                (d)

              	
                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 will conflict with, result in
                  the breach
                  of or accelerate the performance required by any agreement to which
                  Vendor
                  is a party or by which he is bound;

              


      

      


      
        	
                 

              	
                (e)

              	
                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.

              


      

      


      
        	
                2.3

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

              


      

      


      
        	
                3.

              	
                OPTION

              


      

      


      
        	
                3.1

              	
                Vendor
                  hereby gives and grants to GRI the sole and exclusive right and
                  option to
                  acquire an undivided 100% of the right, title and interest of Vendor
                  in
                  and to the Claim, subject only to Vendor receiving the annual payments
                  in
                  accordance with the terms of this Agreement for and in consideration
                  of
                  the following:

              


      

      


      
        	
                 

              	
                (a)

              	
                GRI,
                  or its permitted assigns, incurring exploration expenditures on
                  the Claims
                  of a minimum of $10,000 on or before September 30, 2008;
                  and

              


      

      


      
        	
                 

              	
                (b)

              	
                GRI,
                  or its permitted assigns, incurring exploration expenditures on
                  the Claims
                  of a further $25,000 (for aggregate minimum exploration expenses
                  of
                  $35,000) on or before September 30, 2009;
                  and

              


      

      


      
        	
                3.2

              	
                Upon
                  exercise of the Option, GRI agrees to pay Vendor, commencing January
                  1,
                  2010, the sum of $25,000 per annum for so long as GRI, or its permitted
                  assigns, holds any interest in the Claims. Failure to make any
                  such annual
                  payment shall result in termination of this Agreement in accordance
                  with
                  Section 5.1.

              


      

      


      
        	
                4.

              	
                RIGHT
                  OF ENTRY

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        4 -

      


      


      
        	
                4.1

              	
                Until
                  such time as the Option has been exercised, GRI, its employees,
                  agents and
                  independent contractors, will have the sole and exclusive right
                  and option
                  to:

              


      

      


      
        	
                 

              	
                (a)

              	
                enter
                  upon the Claims;

              


      

      


      
        	
                 

              	
                (b)

              	
                have
                  exclusive and quiet possession
                  thereof;

              


      

      


      
        	
                 

              	
                (c)

              	
                do
                  such prospecting, exploration, development or other mining work
                  thereon
                  and thereunder as GRI in its sole discretion may consider advisable;
                  and

              


      

      


      
        	
                 

              	
                (d)

              	
                bring
                  and erect upon the Claims such facilities as GRI may consider
                  advisable.

              


      

      


      
        	
                5.

              	
                TERMINATION

              


      

      


      
        	
                5.1

              	
                Subject
                  to Section 8, this Agreement and the Option will
                  terminate:

              


      

      


      
        	
                 

              	
                (a)

              	
                on
                  September 30, 2008 at 11:59 P.M., unless on or before that date,
                  GRI has
                  incurred exploration expenditures of a minimum of $10,000 on the
                  Claims;

              


      

      


      
        	
                 

              	
                (b)

              	
                on
                  September 30, 2009 at 11:59 P.M., unless GRI has incurred a further
                  $25,000 of exploration expenditures on the Claims (for an aggregate
                  of
                  $35,000); or

              


      

      


      
        	
                 

              	
                (c)

              	
                at
                  11:59 P.M. on January 1 of each and every year, commencing on January
                  1,
                  20010, unless GRI or its successor or assign has paid to Vendor
                  the sum of
                  $25,000 on or before that date.

              


      

      


      
        	
                6.

              	
                COVENANTS
                  OF VENDOR

              


      

      


      
        	
                6.1

              	
                Vendor
                  will:

              


      

      


      
        	
                 

              	
                (a)

              	
                not
                  do any act or thing which would or might in any way adversely affect
                  the
                  rights of GRI hereunder;

              


      

      


      
        	
                 

              	
                (b)

              	
                make
                  available to GRI and its representatives all records and files
                  in the
                  possession of Vendor relating to the Claims and permit GRI and
                  its
                  representatives at its own expense to take abstracts therefrom
                  and make
                  copies thereof; and

              


      

      


      
        	
                 

              	
                (c)

              	
                promptly
                  provide GRI with any and all notices and correspondence from government
                  agencies in respect of the Claims. 

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        5 -

      


      


      
        	
                7.

              	
                COVENANTS
                  OF GRI

              


      

      


      
        	
                7.1

              	
                GRI
                  will:

              


      

      


      
        	
                 

              	
                (a)

              	
                keep
                  the Claims free and clear of all liens, charges and encumbrances
                  arising
                  from their operations hereunder and in good standing by the doing
                  and
                  filing of all necessary work and by the doing of all other acts
                  and things
                  and making all other payments which may be necessary in that
                  regard;

              


      

      


      
        	
                 

              	
                (b)

              	
                permit
                  Vendor, or its representatives duly authorized by it in writing,
                  at their
                  own risk and expense, access to the Claims at all reasonable times
                  and to
                  all records prepared by GRI in connection with work done on or
                  with
                  respect to the Claims;

              


      

      


      
        	
                 

              	
                (c)

              	
                conduct
                  all work on or with respect to the Claims in a careful and miner-like
                  manner and in compliance with all applicable Federal, State and
                  local
                  laws, rules, orders and regulations, and indemnify and save Vendor
                  harmless from any and all Claims, suits, actions made or brought
                  against
                  it as a result of work done by GRI on or with respect to the Claims;
                  and

              


      

      


      
        	
                 

              	
                (d)

              	
                obtain
                  and maintain, or cause any contractor engaged hereunder to obtain
                  and
                  maintain, during any period in which active work is carried out
                  hereunder,
                  adequate insurance.

              


      

      


      
        	
                8.

              	
                EXERCISE
                  OF OPTION

              


      

      


      
        	
                8.1

              	
                Once
                  GRI has incurred the exploration expenditures, and made the payments
                  set
                  out in Section 3.1, GRI will, subject to the right of Vendor to
                  receive
                  the obligation of GRI to make the annual payments set out in Section
                  3.2,
                  own an undivided 100% of Vendor's right, title, and interest in
                  and to the
                  Claims. 

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        6 -

      


      


      
        	
                9.

              	
                OBLIGATIONS
                  OF GRI AFTER TERMINATION

              


      

      


      
        	
                9.1

              	
                In
                  the event of the termination of the Option, GRI
                  will:

              


      

      


      
        	
                 

              	
                (a)

              	
                leave
                  the Claims in good standing for a minimum of one (1) year under
                  all
                  applicable legislation, free and clear of all liens, charges and
                  encumbrances arising from this Agreement or their operations hereunder
                  and
                  in a safe and orderly condition;

              


      

      


      
        	
                 

              	
                (b)

              	
                deliver
                  to Vendor within 60 days of its written request a comprehensive
                  report on
                  all work carried out by GRI on the Claims (limited to factual matter
                  only)
                  together with copies of all maps, drill logs, assay results and
                  other
                  technical data compiled by GRI with respect to the
                  Claims;

              


      

      


      
        	
                 

              	
                (c)

              	
                have
                  the right, and obligation on demand made by Vendor, to remove from
                  the
                  Claims within six (6) months of the effective date of termination
                  all
                  facilities erected, installed or brought upon the Claims by or
                  at the
                  instance of GRI provided that at the option of Vendor, any or all
                  of
                  facilities not so removed will GRI from the property of Vendor;
                  and

              


      

      


      
        	
                 

              	
                (d)

              	
                deliver
                  to Vendor a duly executed transfer in registrable form of an undivided
                  100% right, title and interest in and to the Claims in favors of
                  Vendor,
                  or its nominee.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                10.

              	
                TRANSFER
                  OF TITLE

              


      

      
        	
                 

              	
                 

              


      

      
        	
                10.1

              	
                Upon
                  the request of GRI, Vendor will deliver to GRI a duly executed
                  transfer in
                  registrable form of an undivided 100% of Vendor's right, title
                  and
                  interest in and to the Claims in favor of GRI which GRI will be
                  entitled
                  to register against title to the Claims provided that transfer
                  of legal
                  title to the Claims as set forth in this Subsection 10.1 is for
                  administrative convenience only and beneficial ownership of an
                  undivided
                  100% interest in the Claims will pass to GRI only in accordance
                  with the
                  terms and conditions of this
                  Agreement.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                11.

              	
                REGISTRATION
                  OF AGREEMENT

              


      

      
        	
                 

              	
                 

              


      

      
        	
                12.1

              	
                Notwithstanding
                  Section 10 of this Agreement, GRI or Vendor will have the right
                  at any
                  time to register this Agreement or a Memorandum thereof against
                  title to
                  the Claims.

              


      

      
        	
                 

              	
                 

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        7 -

      


      


      
        	
                12.

              	
                DISPOSITION
                  OF CLAIMS

              


      

      
        	
                 

              	
                 

              


      

      
        	
                12.1

              	
                GRI
                  may at any time sell, transfer or otherwise dispose of all or any
                  portion
                  of its interest in and to the Claims and this Agreement provided
                  that, at
                  any time, GRI has first obtained the consent in writing of Vendor,
                  such
                  consent not to be unreasonably withheld and further provided that,
                  at any
                  time during the currency of this Agreement, any purchaser, grantee
                  or
                  transferee of any such interest will have first delivered to Vendor
                  its
                  agreement related to this Agreement and to the Claims,
                  containing:

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                (a)

              	
                a
                  covenant with Vendor by such transferee to perform all the obligations
                  of
                  GRI to be performed under this Agreement in respect of the interest
                  to be
                  acquired by it from GRI, and

              


      

      


      
        	
                 

              	
                (b)

              	
                a
                  provision subjecting any further sale, transfer or other disposition
                  of
                  such interest in the Claims and this Agreement or any portion thereof
                  to
                  the restrictions contained in this Subsection
                  12.1.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                12.2

              	
                The
                  provisions or Subsection 13.1 of this Agreement will not prevent
                  either
                  party from entering into an amalgamation or corporate reorganization
                  which
                  will have the effect in law of the amalgamated or surviving company
                  possessing all the property, rights and interests and being subject
                  to all
                  the debts, liabilities and obligations of each amalgamating or
                  predecessor
                  company.

              


      

      


      
        	
                13.

              	
                ABANDONMENT
                  OF PROPERTY

              


      

      


      
        	
                13.l

              	
                GRI
                  shall have the unfettered right at any time after the exercise
                  of the
                  Option to abandon all or any part of its interest in the Claims
                  by
                  delivering a notice in writing of their intention to do so to Vendor,
                  such
                  notice to list the part or parts of the Claims to be abandoned,
                  and if
                  within 30 days of receipt of such notice Vendor delivers to GRI
                  a notice
                  ("Reacquisition Notice") stating its intention to reacquire all
                  or part or
                  parts of the Claims, GRI will deliver to Vendor duly executed recordable
                  transfers of its interest in such part or parts of the Claims as
                  Vendor
                  has set forth in the Reacquisition Notice, such part or parts to
                  be in
                  good standing for at least one year beyond the date of delivery
                  of such
                  transfers and to be free and clear of all liens, charges, and encumbrances
                  arising from the operations of GRI or its agents or subcontractors
                  hereunder.

              


      

      


      
        	
                14.

              	
                CONFIDENTIAL
                  NATURE OF INFORMATION

              


      

      


      
        	
                15.1

              	
                The
                  parties agree that all information obtained from the work carried
                  out
                  hereunder and under the operation of this Agreement will be the
                  exclusive
                  property of the parties and will not be used other than for the
                  activities
                  contemplated hereunder except as required by law or by the rules
                  and
                  regulations of any regulatory authority having jurisdiction, or
                  with the
                  written consent of both parties, such consent not to be unreasonably
                  withheld. Notwithstanding the foregoing, it is understood and agreed
                  that
                  a party will not be liable to the other party for the fraudulent
                  or
                  negligent disclosure of information by any of its employees, servants
                  or
                  agents, provided that such party has taken reasonable steps to
                  ensure the
                  preservation of the confidential nature of such
                  information.

              


      

      
        	
                 

              	
                 

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        8 -

      


      


      
        	
                16.

              	
                FURTHER
                  ASSURANCES

              


      

      
        	
                 

              	
                 

              


      

      
        	
                16.1

              	
                The
                  parties hereto agree that they and each of them will execute all
                  documents
                  and do all acts and things within their respective powers to carry
                  out and
                  implement the provisions or intent of this
                  Agreement.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                17.

              	
                NOTICE

              


      

      
        	
                 

              	
                 

              


      

      
        	
                17.1

              	
                Any
                  notice, direction or other instrument required or permitted to
                  be given
                  under this Agreement will be in writing and will be given by the
                  delivery
                  or the same or by mailing the same by prepaid registered or certified
                  mail
                  in each case addressed as follows:

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                (a)

              	
                if
                  to Vendor

              


      

      
        	
              	
                 

              	
                1018
                  N. Hayworth Ave. Unit # 8

              


      

      
        	
              	
                 

              	
                West
                  Hollywood, CA 90046

              


      

      
        	
              	
                 

              	
                Attention
                  : Patrick Orr

              


      

      


      
        	
                 

              	
                (b)

              	
                if
                  to Goldpoint Resources,
                  Inc.

              


      

      1018
        N.
        Hayworth Ave. Unit # 8

      West
        Hollywood, CA 90046

      


      
        	
                l7.2

              	
                Any
                  notice, direction or other instrument aforesaid will, if delivered,
                  be
                  deemed to have been given and received on the day it was delivered,
                  and if
                  mailed, be deemed to have been given and received on the fifth
                  business
                  day following the day of mailing, except in the event of disruption
                  of the
                  postal services in which event notice will be deemed to be received
                  only
                  when actually received.

              


      

      


      
        	
                17.3

              	
                Any
                  party may at any time give to the other notice in writing of any
                  change of
                  address of the party giving such notice and from and after the
                  giving of
                  such notice, the address or addresses therein specified will be
                  deemed to
                  be the address of such party for the purpose of giving notice
                  hereunder.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                18.

              	
                HEADINGS

              


      

      
        	
                 

              	
                 

              


      

      
        	
                18.1

              	
                The
                  headings to the respective sections herein will not be deemed part
                  of this
                  Agreement but will be regarded as having been used for convenience
                  only.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                19.

              	
                DEFAULT

              


      

      
        	
                 

              	
                 

              


      

      
        	
                19.1

              	
                If
                  any party (a "Defaulting Party") is in default of any requirement
                  herein
                  set forth other than the provisions of Section 5 for which notice
                  of
                  default need not be given, the party affected by such default will
                  give
                  written notice to the defaulting Party specifying the default and
                  the
                  Defaulting Party will not lose any rights under this Agreement,
                  unless
                  within 30 days after the giving of notice of default by the affected
                  party
                  the Defaulting Party has cured the default by the appropriate performance
                  and if the Defaulting Party fails within such period to cure any
                  such
                  default, the affected party will be entitled to seek any remedy
                  it may
                  have on account of such default.

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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        9 -

      


      


      
        	
                20.

              	
                PAYMENT

              


      

      


      
        	
                20.1

              	
                All
                  references to monies hereunder will be in Canadian funds except
                  where
                  otherwise designated. All payments to be made to any party hereunder
                  will
                  be mailed or delivered to such party at its address for notice
                  purposes as
                  provided herein, or for the account of such party at such bank
                  or banks in
                  the United States as such party may designate from time to time
                  by written
                  notice. Said bank or banks will be deemed the agent of the designating
                  party for the purpose of receiving and collecting such
                  payment.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                21.

              	
                ENUREMENT

              


      

      
        	
                 

              	
                 

              


      

      
        	
                21.1

              	
                Subject
                  to Section 13, this Agreement will endure to the benefit of and
                  be binding
                  upon the parties hereto and their respective successors and permitted
                  assigns.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                22.

              	
                TERMS

              


      

      
        	
                 

              	
                 

              


      

      
        	
                22.1

              	
                The
                  terms and provisions of this Agreement shall be interpreted in
                  accordance
                  with the laws of the State of
                  Nevada.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                23.

              	
                FORCE
                  MAJEURE

              


      

      
        	
                 

              	
                 

              


      

      
        	
                23.1

              	
                No
                  party will be liable for its failure to perform any of its obligations
                  under this Agreement due to a cause beyond its control (except
                  those
                  caused by its own lack of funds) including, but not limited to
                  acts of
                  God, fire, flood, explosion, strikes, lockouts or other industrial
                  disturbances, laws, rules and regulations or orders of any duly
                  constituted governmental authority or non- availability of materials
                  or
                  transportation (each an "Intervening
                  Event").

              


      

      
        	
                 

              	
                 

              


      

      
        	
                23.2

              	
                All
                  time limits imposed by this Agreement, other than those imposed
                  by Section
                  5, will be extended by a period equivalent to the period of delay
                  resulting from an Intervening Event described in Subsection
                  23.1.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                23.3

              	
                A
                  party relying on the provisions of Subsection 23.1 will take all
                  reasonable steps to eliminate an Intervening Event and, if possible,
                  will
                  perform its obligations under this Agreement as far as practical,
                  but
                  nothing herein will require such party to settle or adjust any
                  labour
                  dispute or to question or to test the validity of any law, rule,
                  regulation or order of any duly constituted governmental authority
                  or to
                  complete its obligations under this Agreement if an Intervening
                  Event
                  renders completion impossible.

              


      

      
        	
                 

              	
                 

              


      

      
        	
                24.

              	
                ENTIRE
                  AGREEMENT

              


      

      
        	
                 

              	
                 

              


      

      
        	
                24.1

              	
                This
                  Agreement constitutes the entire agreement between the parties
                  and
                  replaces and supersedes all prior agreements, memoranda, correspondence,
                  communications, negotiations and representations, whether verbal
                  or
                  written, express or implied, statutory or otherwise between the
                  parties
                  with respect to the subject matter
                  herein.

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      -
        10 -

      


      


      
        	
                25.

              	
                TIME
                  OF ESSENCE

              


      

      


      
        	
                25.1

              	
                Time
                  will be of the essence in this
                  Agreement.

              


      

      


      
        	
                26.

              	
                ENFORCEMENT
                  OF AGREEMENT

              


      

      


      
        	
                26.1

              	
                The
                  covenants, promises, terms and conditions contained herein will
                  be binding
                  upon the parties jointly and severally and may be enforced by each
                  as
                  against each other inter se.

              


      

       

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

       

       

      Patrick
        Orr

       

      
        	
                 

              	 
	
                 

              	
                By:  Patrick
                  Orr

              
	 	
                 

              
	 	 
	
                 

              	
                Signature
                  of Witness 

              
	 	
                 

              
	 	 
	
                 

              	
                Printed
                  Name of Witness 

              
	
                 

              
	
                 

              
	
                GOLDPOINT
                  RESOURCES, INC.

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                Per: 

              	 
	
                 

              	
                by
                  its Authorized Signatory: Patrick Orr,
                  President 

              


      

      


      


      


      


      


      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      This
        is SCHEDULE "A" to an Agreement made as of
        the 30th day of August, 2007 between VENDOR
and GOLDPOINT RESOURCES, INC.

       

       

      Lode
        mining claim “PAT #1”.  The property is located NE 1⁄4 Section 15
        Township 265 Range 64E Meridian Mt. Diablo in Clark County Nevada. The property
        is in the Eldorado Canyon Mining District.

       

       

      Each
        corner of above said claim is marked by paint on posts – representing the
        corners of the property as follows:

       

      
        	
                LOCATION

              	 	
                MARKINGS

              	 	
                DESCRIPTION

              
	
                NW
                  CORNER

              	 	
                NW
                  COR. PAT#1

              	 	
                4”x4”
                  WOODEN POST

              
	
                SW
                  CORNER

              	 	
                SW
                  COR. PAT#1

              	 	
                4”x4”
                  WOODEN POST

              
	
                SE
                  CORNER

              	 	
                SE
                  COR. PAT#1

              	 	
                4”x4”
                  WOODEN POST

              
	
                NE
                  CORNER

              	 	
                NE
                  COR. PAT#1

              	 	
                4”x4”
                  WOODEN POST