Exhibit 10.5





AMENDED AND RESTATED
AGREEMENT


THIS
AMENDED AND RESTATED AGREEMENT made effective as of the 9th day of May, 2006 between
DAVE MATHEWSON, an individual residing at 1265 Mesa Drive, Fernley, Nevada 89408
(“Mathewson”), and GOLD RUN INC., a Delaware corporation having offices
at 330 Bay Street, Suite 820, Toronto, Ontario, Canada M5H 2S8 (Gold Run”).


WHEREAS,
Mathewson and Gold Run (the “Parties”) desire to amend and restate certain terms
and conditions of a certain agreement previously entered into effective May 9, 2006; and


WHEREAS,
the parties are this day executing an employment agreement made effective as of August 1,
2006.


NOW
THEREFORE, in consideration of One ($1.00) dollar paid, the mutual covenants herein,
and other good and valuable consideration, the Parties agree as follows:


(1)
Mathewson Equity Interest; Subscription; Adjustment of Number of Shares;
Acquisition Shares.


(a)
Mathewson is hereby subscribing for, and Gold Run is selling to Mathewson, 7,500,000
common shares of the capital stock of Gold Run (“Shares”), at a purchase price
of $0.0001 per Share, subject to the terms and conditions set forth herein.


	












(b) Gold
Run agrees that upon fulfillment of its Funding Obligation, as hereinafter set forth at
Section 2, Mathewson will own that number of Shares which represents 15% of the then
outstanding number of Shares of Gold Run, subject to adjustment as may be required
pursuant to Section 1(c).


(i) In the
event that said 7,500,000 Shares represents more than 15% of the then outstanding
Shares of Gold Run at the time of fulfillment of its Funding Obligation, Shares owned by
Mathewson will be deemed automatically cancelled in an amount such that Mathewson will own
a number of Shares equal to 15% of the then outstanding number of Shares.


(ii) In the
event that said 7,500,000 Shares represents less than 15% of the then outstanding
Shares of Gold Run at the date of its fulfillment of the Funding Obligation, Mathewson
shall have the non-assignable option to purchase from Gold Run, at a price of $0.0001 per
Share, for a period of thirty (30) days from such date, that number of Shares such that,
after such purchase, Mathewson will then own 15% of the then outstanding number of Shares
of Gold Run.


(c)
Notwithstanding anything herein to the contrary, any and all Shares which Gold Run issues
and Shares which Gold Run is obligated to issue, in connection with the acquisition of
either (i) mineral interests, or (ii) entities which own rights to mineral interests
(“Acquisition Shares”) will be excluded from the number of the Shares of
Gold Run outstanding at the time of fulfillment of the Funding Obligation for purposes of
calculating the number of Shares Mathewson is entitled to own, pursuant to Section 1(b).
Mathewson acknowledges that in the event that Gold Run issues Acquisition Shares, this
will result in Mathewson being entitled to


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own a
number of Shares which equals less than 15% of the number of outstanding Shares at
the time Gold Run has fulfilled its Funding Obligation.


(2)
Gold Run Funding Obligation.


(a) Gold
Run will be responsible for providing funding to support (i) Exploration Costs, as defined
herein, in a minimum amount of $6 million in accordance with the provisions of Section
2(c), and (ii) all other activities of Gold Run, including without limitation,
administrative functions, and legal, accounting, and travel fees and costs (the
“Funding Obligation”).


(b) The Funding
Obligation will be deemed to be satisfied upon the earlier of the following to occur:


(i) the date
upon which the cumulative sum of $6,000,000 is expended on Exploration Costs as such term is defined
hereafter; and


(ii) the date
upon which funds in an amount which is the sum of $6,000,000 minus the amount of Exploration Costs
already expended is set aside and reserved to pay for Exploration Costs, provided that the Company has
also set aside and reserved additional funds to pay for general and administrative expenses of the Company in
an amount equal to 50% of the amount of such funds set aside and reserved to pay for Exploration Costs.


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(c) Funds for
Exploration costs will be provided in accordance with the following schedule:



	August 11, 2006	 	 	$	300,000	 
	September 30, 2006	 	 	$	300,000	 
	March 31, 2007	 	 	$	1,400,000	 
	July 31, 2007	 	 	$	1,000,000	 
	January 31, 2008	 	 	$	1,000,000	 
	July 31, 2008	 	 	$	1,000,000	 
	January 31, 2009	 	 	$	500,000	 
	April 30, 2009	 	 	$	500,000	 
	 	
	 
	TOTAL:	 	 	$	6,000,000	 
	 	
	 





(d)
Option to Accelerate Funding. Gold Run shall have the option, exercisable at any time and from
time-to-time, to provide funds for exploration activities before they are required in accordance with Section
2(c). Gold Run’s exercise of this option will in no way affect, alter or change the terms of its Funding
Obligation, or affect, alter or modify other rights, obligations, conditions or provisions of this
agreement.


(e)
Revised Funding Obligation. Gold Run intends to arrange to have its Shares publicly traded in the
United States on or before January 31, 2007. If for any reason whatsoever the Securities and Exchange
Commission shall not have declared effective a registration statement covering the sale of Shares on or before
January 31, 2007, the Funding Obligation set forth in Section 2(c) shall be revised as follows:



	August 11, 2006	 	 	$	300,000	 
	September 30, 2006	 	 	$	300,000	 
	March 31, 2007	 	 	$	500,000	 
	July 31, 2007	 	 	$	1,900,000	 
	January 31, 2008	 	 	$	1,000,000	 
	July 31, 2008	 	 	$	1,000,000	 
	January 31, 2009	 	 	$	500,000	 
	April 30, 2009	 	 	$	500,000	 
	 	
	 
	TOTAL:	 	 	$	6,000,000	 
	 	
	 





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(f) Gold
Run’s Default; Cure; Transfer of Property to Mathewson. In the event that Gold
Run defaults by failing to provide funding in accordance with the provisions of this
Section 2, and does not cure such default within thirty (30) days after receipt of a
written notice from Mathewson detailing such default, any and all leases or other
agreements granting rights to Gold Run and to properties which have been generated by
Mathewson (including CVN, HC, RC and any claims to which Mathewson is entitled to a NSR
royalty pursuant to this Agreement), will be immediately cancelled and be of no further
force or effect, and Gold Run shall have no interest in and to all such properties.


(g)
Exploration Costs. Without limitation, Exploration Costs include costs of staking,
mapping, chip sampling, geochemical sampling, assay costs, consultant fees, and expenses,
drilling costs and related exploration activities, and a pro-rata share of salaries of
geologists and other professionals related to programs. Specifically excluded from the
definition of Exploration Costs are lease payments, governmental fees, costs of
reclamation bonds, insurance, corporate overhead, legal and accounting fees and costs, and
regulatory fees. Gold Run will pay all claim holding costs forty-five (45) days prior to
the respective annual August 31 due dates. Gold Run will pay, thirty (30) days prior to
the respective due dates, all required lease payments respecting properties in which Gold
Run has an interest and from which properties Mathewson is entitled to receive a
production royalty as provided for herein.


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(3)
Restrictions on Resale.


(a) The
Shares are restricted as to sale, assignment, transfer or hypothecation until November 8,
2007. Thereafter, Mathewson shall have the right to sell in accordance with Securities
laws, rules and regulations an amount of Shares equal to five (5%) percent of his
shareholdings every six (6) months until May 9, 2009, at which time all Shares owned by
Mathewson may be freely dealt with subject to applicable securities laws, rules and
regulations. The certificates represent* the Shares will bear a customary restrictive
legend, and also reference applicable provisions of this Agreement.


(b) Notwithstanding
anything herein to the contrary set forth in the provisions of this Section 3, Mathewson
shall have the right to sell, assign and transfer Shares, at his cost of $0.0001 per
share, to persons who become employees of Gold Run, subject to the approval of the Board
of Directors, in an amount and on such terms and conditions as the Board of Directors deem
appropriate, in its sole discretion.


(c) In the
event that Mathewson shall terminate his employment on or before July 31, 2009,
Mathewson’s right to sell any Shares pursuant to Section 3(a) shall immediately lapse
and be extinguished as of the date of such termination. In the event of such termination,
and commencing upon the date of termination, the Shares will restricted as to sale
assignment, transfer hypothetication until a date which is eighteen (18) months from the
date of such termination. Thereafter, these Shares may be freely dealt with in accordance
with applicable securities laws, rules and regulations.


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(4)
The Parties agree to execute such further documents, deeds, and instruments as
may be necessary or advisable to effectuate provisions in this agreement.


(5)
Mathewson acknowledges and understands that Gold Run has relied, and is, relying
upon the representations and statements contained in that certain letter dated
September 27, 2006 sent by Mathewson to Gold Run in entering into this
Agreement. This Agreement supersedes that certain other agreement between the
parties made effective May 9, 2006. This Agreement can only be modified in
writing which is signed by both Parties.


(6)
Mathewson makes the following representations and warranties, and acknowledges
Gold Run’s reliance upon them: (a) Mathewson has the authority to enter
into this Agreement; (b) Agreement does not conflict with any other agreement to
which Mathewson is a party or to which he may be bound; (c) Mathewson has read
and understands this Agreement; and (d) Mathewson has had the opportunity to
consult with legal counsel of his choosing before signing this Agreement.


(7)
Any dispute hereunder will be decided in accordance with the laws of New York
for contracts executed and to be performed in New York and the parties hereby
submit to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York having jurisdiction for resolution of all such matters.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on November 20, 2006.


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	 	GOLD RUN INC.

	 	By: 	/s/ Richard D. Brown	 
	 	Richard D. Brown, Director	 
	/s/ Sondra Mathewson	/s/ Dave Mathewson	 
	 	Dave Mathewson	 





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