ENGAGEMENT AGREEMENT

         THIS ENGAGEMENT AGREEMENT (the "AGREEMENT") is made and entered into as
of December 10, 2007, by and among VIEWPOINT SECURITIES, LLC., a Delaware
limited liability corporation (the "VIEWPOINT") and GOLD RUN INC., a Delaware
corporation (together with its affiliates and subsidiaries, the "COMPANY").

                                    RECITALS

         WHEREAS, the Company desires to engage Viewpoint to act as its
financial and capital markets advisor in connection with a possible Transaction
(as defined below) involving the Company; and

         WHEREAS, Viewpoint desires to accept such engagement and to consult and
advise the Company on corporate finance and investment banking related matters
as part of an on-going relationship.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE 1

                          SCOPE AND TERM OF ENGAGEMENT

         1.1 SCOPE. On the terms and subject to the provisions of this Agreement
the Company hereby retains Viewpoint as its exclusive advisor to provide
corporate finance and investment banking related advice in connection with a
possible Transaction involving the Company, including, but not limited to,
identifying potential third party Transaction partners acceptable to the Company
("TRANSACTION CANDIDATES"), coordinating visits by and communication with such
Transaction Candidates, performing financial analysis with respect to potential
transactions, assisting the Company in structuring, planning and negotiating the
terms of a potential Transaction and assisting the Company in structuring a
financing and potentially placing equity and debt securities of the Company with
accredited investors.

                  For the purposes of this Agreement, TRANSACTION means, whether
effected directly by the Company (or any of the entities comprising the Company)
or indirectly by or through any third party with which the Company may arrange
to effect the Transaction or in one or more transaction or a series of
transactions, any: (a) a transaction or series of transactions principally for
bona fide capital raising purposes whereby cash is received by the Company in
consideration for the issuance, conversion or cancellation of equity, debt or
equity or debt linked securities by the Company (a "FINANCING"), (b) merger,
consolidation, reorganization or other business combination pursuant to which
the Company and a Transaction Candidate, and/or all or a significant portion of
their respective businesses or operations are combined (collectively, a
"MERGER"), (c) a transaction or series of transaction resulting in a sale,
transfer or other disposition of all or a significant portion of the capital
<PAGE>

stock or assets of the Company by way of a tender or exchange offer, option,
negotiated purchase, leveraged buyout, minority investment, recapitalization or
otherwise (collectively, a "SALE"), and (d) strategic partnership, supply,
distribution, licensing or promotion arrangement, commercial relationship, joint
or collaborative venture, strategic alliance or similar transaction with one or
more Transaction Candidates (collectively, a "PARTNERSHIP").

         1.2 TERM. Subject to Article 1.3 hereof, the Engagement shall continue
in effect until December 31, 2010 and shall thereafter be automatically renewed
for successive thirty (30) day periods unless and until terminated in writing by
either the Company or Viewpoint. Notwithstanding the foregoing, the Agreement
and the Engagement are terminable by either party upon thirty (30) days written
notice.

         1.3 TERMINATION FOR CAUSE. Article 1.2 notwithstanding, Viewpoint shall
have the right to terminate this Agreement immediately for Cause upon written
notice to the Company.

                  For the purposes of this Agreement, CAUSE shall mean (a) any
failure on the part of the Company to file, provide, produce or otherwise
furnish any report, schedule, form, statement or other document required to be
filed by it under any federal, state, local, municipal, foreign, international
or multinational law, statute, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under any governmental, self-regulatory or quasi-governmental authority of any
nature (b) any breach by the Company of its duties or obligations under Article
3.1 or Article 3.4, or (c) the occurrence, existence or discovery of any event,
violation, inaccuracy, circumstance or other matter that could reasonably
expected to have or result in a Material Adverse Effect on the Company.

                  For the purposes of this Agreement, an event, violation,
inaccuracy, circumstance or other matter will be deemed to have a MATERIAL
ADVERSE EFFECT on the Company if such event, violation, inaccuracy, circumstance
or other matter (considered together with all other events, violations,
inaccuracies, circumstances or other matters) had or would reasonably be
expected to have a material adverse effect on (a) the business, condition,
capitalization, assets, liabilities, operations, financial performance or
prospects of the Company as a whole or (b) the ability of the Company to
consummate any Transaction, PROVIDED, HOWEVER, that a Material Adverse Effect
shall not include (i) any change in general business or economic conditions in
the United States that do not disproportionately impact the Company; (ii) any
change or effect resulting from the announcement of a Transaction or (iii) any
adverse effect resulting from any change in accounting requirements or
principles as is required by law.

         1.4 NON-DISPARAGEMENT. In the event this Agreement is terminated for
Cause pursuant to Article 1.3, the parties shall not make any negative or
disparaging statement or communication about any other party, or their past and
present directors, officers, employees, agents or representatives.
Notwithstanding the foregoing, nothing in this Article shall prevent any party
from making truthful statements when required by law or by order of a court or
other body with apparent jurisdiction.

                                      -2-
<PAGE>

                                    ARTICLE 2

                            COMPENSATION FOR SERVICES

         2.1 RETAINER. The Company shall pay Viewpoint a non-refundable retainer
in the amount of $25,000, payable upon execution of this Agreement.

         2.2 FEE PAYABLE IN CONNECTION WITH A PARTNERSHIP. If during the term of
this Agreement or within three (3) years thereafter, the Company enters into a
Transaction or series of Transactions resulting in a Partnership with any party
or parties identified by Viewpoint during the term of this Agreement or with
which a potential transaction was discussed during the term of this Agreement,
the Company will pay Viewpoint a cash fee equal to three and one half percent
(3.5%) of the Aggregate Partnership Value.

                  For the purposes of this Agreement, AGGREGATE PARTNERSHIP
VALUE shall mean an amount equal to the aggregate value, as mutually agreed upon
by the Company and Viewpoint in good faith, of the proceeds, assets and other
consideration payable or to be contributed to such Partnership by all parties to
such Partnership (which shall be deemed to include installment, escrowed or
contingent amounts and other payments), including, without limitation, cash,
notes, securities, intellectual property or other assets, licenses, distribution
and service agreements and other property.

         2.3 FEE PAYABLE IN CONNECTION WITH A MERGER OR SALE. If during the term
of this Agreement or within three (3) years thereafter, the Company enters into
a Transaction or series of Transactions resulting in a Merger or Sale, the
Company will pay Viewpoint a cash fee equal to three and one half percent (3.5%)
of the Aggregate Merger or Sale Consideration received by the Company in
connection with such Merger or Sale.

                  For the purposes of this Agreement, AGGREGATE MERGER OR SALE
CONSIDERATION shall mean an amount equal to (a) the total proceeds received by
the Company or its security holders (including amounts paid to the holders of
options, warrants and convertible securities), PLUS (b) the principal amount of
all indebtedness for borrowed money (including, without limitation, any lending
lease obligations) assumed by the acquiring party in connection with the
Transaction, if any, PLUS (c) cash payments paid or payable in consideration for
personal service agreements and agreements or covenants not to compete entered
into by any party in connection with Transaction, if any, PLUS (d) in the case
of a Sale involving the transfer or spin-out of less than all the Company's
assets, the net present value of current assets retained by the Company, if any,
PLUS (e) cash dividends paid to the Company's shareholders in connection with
the Transaction. Notwithstanding the foregoing:

                  (i) amounts paid into escrow will be included in the
calculation of Aggregate Merger or Sale Consideration and the fee on such
amounts will be payable to Viewpoint upon establishment of such escrow; and

                  (ii) amounts payable in the future upon the occurrence of some
future event ("CONTINGENT PAYMENTS") will be included in the calculation of
Aggregate Merger or Sale Consideration and the fee on such Contingent Payments
will be calculated and paid to Viewpoint if and when such Contingent Payments
are made; and

                                      -3-
<PAGE>

                  (iii) in the event of a Transaction pursuant to which less
than 100% of the Company's outstanding equity securities are acquired, all
outstanding equity securities of the Company will be deemed acquired for the
purposes of calculating Aggregate Merger or Sale Consideration hereunder.

         2.4 FEE PAYABLE IN CONNECTION WITH A FINANCING.

                  (a) Equity Financing. If the Company consummates a Transaction
or series of Transactions principally for bona fide capital raising purposes
whereby cash is received by the Company in consideration for the issuance,
conversion or cancellation of equity or equity linked securities (an "EQUITY
FINANCING") on or before the date that is two (2) years after the termination of
this Agreement with any investor identified by Viewpoint during the term of this
Agreement or with whom a potential transaction was discussed during the term of
this Agreement, the Company will:

                  (i) pay Viewpoint a cash fee equal to 10 percent (10%) of the
gross proceeds raised received by the Company in such Equity Financing; and

                  (ii) issue Viewpoint warrants to purchase shares of common
stock of the Company (the "WARRANTS") equal to ten percent (10%) of the equity
or equity linked securities sold in such Equity Financing, PROVIDED, THAT, the
Warrants will be identical in all material respects to other warrants sold in
such Equity Financing, if any, including exercise price, maturity date,
registration rights and anti-dilution protections, and PROVIDED FURTHER, that in
the event no other warrants are sold in the Equity Financing, the Warrant will
have an exercise price equal to the price per share of the equity or equity
linked securities sold in the Equity Financing and a maturity date equal to the
date which is two (2) years after the date such Equity Financing is consummated.

                  (b) Debt Financing. If the Company consummates a Transaction
or series of Transactions principally for bona fide capital raising purposes
whereby cash is received by the Company in consideration for the issuance,
conversion or cancellation of debt or debt linked securities (a "DEBT
FINANCING") during the term of this Agreement or on or before the date that is
two (2) years following the termination of this Agreement with any investor
identified by Viewpoint during the term of this Agreement or with whom a
potential transaction was discussed during the term of this Agreement, the
Company will pay Viewpoint a cash fee equal to (a) five percent (5%) of the
first $2,000,000 in gross proceeds raised by the Company in such Debt Financing,
PLUS (b) four percent (4%) of the gross proceeds raised by the Company between
$2,000,001 and $7,000,000, if any, PLUS (c) two percent (2%) of the gross
proceeds raised by the Company in excess of $7,000,001, if any.

         2.5 PAYMENT IN THE FORM OF SECURITIES. If all or a portion of the
proceeds paid or payable in connection with a Partnership, Merger or Asset sale
are paid in the form of securities, the value of such securities for purposes of
calculating Aggregate Partnership Value or Aggregate Merger or Sale
Consideration shall be equal to the average of the last sales prices for such
securities on the five trading days ending on the date that the Transaction is
consummated. If such securities do not have an existing public trading market,

                                      -4-
<PAGE>

the value of the securities shall be the mutually agreed upon fair market value
on the day prior to the consummation of the Transaction.

         2.6 BREAK-UP FEES. If for any reason an agreed upon Transaction
involving the Company is not thereafter consummated and the Company receives
compensation pursuant to a break-up or inducement fee arrangement (a "BREAK-UP
FEE"), Viewpoint will charge a "TERMINATION FEE" equal to thirty three percent
(33%) of the Break-Up Fee. The Termination Fee is to be paid upon the Company's
receipt of the Break-Up Fee.

         2.7 EXPENSES. The Company agrees to reimburse Viewpoint periodically,
upon request, and upon consummation of the Transaction or Transactions
contemplated hereby or upon termination of Viewpoint's services pursuant to this
Agreement, for Viewpoint's reasonable expenses, including (i) any fees and
expenses incurred by Viewpoint during the period leading up to execution of this
Agreement and during the entire term hereof, which relate directly or indirectly
to Viewpoint's review, investigation and analysis of the Company's operational,
legal and financial condition, whether done by Viewpoint, its representatives or
affiliates, (ii) the fees and disbursements of Viewpoint's attorneys, and (iii)
any sales, use or similar taxes arising in connection with any matter referred
to in this Agreement. Viewpoint shall notify the Company if the expenses to be
reimbursed pursuant to the immediately preceding sentence exceed $25,000.

                                    ARTICLE 3

                        USE AND DISCLOSURE OF INFORMATION

         3.1 USE AND RELIANCE BY VIEWPOINT. The Company recognizes and confirms
that Viewpoint in acting pursuant to this Engagement will be using publicly
available information and information in reports and other materials provided by
others, including, without limitation, information provided by or on behalf of
the Company and that Viewpoint does not assume responsibility for and may rely,
without independent verification, on the accuracy and completeness of any such
information. The Company agrees to furnish or cause to be furnished to Viewpoint
all necessary or appropriate information for use in its Engagement and to
furnish or cause to be furnished updated and current information to Viewpoint
upon request, at any time, and without limitation of any kind as to the
frequency with which such requests may be made. For the avoidance of doubt, the
parties hereby agree and acknowledge that the information deemed necessary and
appropriate under this Article 3.1 and therefore produceable to Viewpoint by the
Company upon request, at any time and from time to time, shall include, but not
be limited to audited and unaudited financial statements of any kind and from
any period or interim period that relate in any way to any assets, liabilities,
equity, debt, capital source or lending arrangement of the Company or its
affiliates, regardless of the type, source or purpose thereof. The Company
hereby warrants that any information relating to the Company or its affiliates
or the Transaction that is furnished to Viewpoint by or on behalf of the Company
will be true and correct in all material respects and not misleading by omission
or otherwise and that every statement of opinion, intention or expectation
therein by the Company will be honestly held. The Company further undertakes an
affirmative obligation to immediately notify Viewpoint in the event any
information made available by the Company pursuant to this Article 3.1 ceases to
be true and correct in all material respects or becomes misleading in any way by
omission or otherwise.

                                      -5-
<PAGE>

         3.2 DISCLOSURE OF INFORMATION BY VIEWPOINT. The Company acknowledges
and agrees that Viewpoint is and has been engaged as a broker, dealer,
underwriter, placement agent, finder, advisor, and deal maker, by and for other
companies in the industry in which the Company is involved. Accordingly, the
Company agrees that Viewpoint shall not be required to act exclusively for the
Company and may now and, from time to time in the future, be engaged by other
companies that compete with the Company. Viewpoint may, but shall not be
required to bring opportunities to the Company's attention and shall have no
duty to disclose or use for the Company's benefit any non-public information
acquired in the course of providing services to any other person, engaging in
any transaction (on Viewpoint's own account or otherwise) or other carrying on
it's business.

         3.3 CONFIDENTIALITY. Any financial or other advice, descriptive
memoranda or other documentation rendered by Viewpoint pursuant to this
Agreement may not be disclosed publicly or to any third party in any manner
without the prior written approval of Viewpoint, which approval shall not be
unreasonably withheld. All non-public information given to Viewpoint by the
Company will be considered as confidential information and shall be maintained
as such by Viewpoint until the same becomes known to third parties or the public
without release thereof by Viewpoint, at which point it shall become
non-confidential information.

         3.4 BOARD OBSERVATION RIGHTS. For so long as this Agreement remains in
effect, the Company shall invite a representative of Viewpoint (the "OBSERVER")
to attend all meetings of the Company's Board of Directors (the "BOARD") thereof
in a non-voting observer capacity and, in this respect, shall give such Observer
copies of all notices, minutes, consents and other materials that it provides to
all of its directors, PROVIDED THAT, such Observer may be excluded from access
to any meeting or information or portion thereof if the Company reasonably
believes, upon advice of counsel, that access to such meeting or information or
portion thereof, as applicable, would adversely affect the attorney-client
privilege between the Company and its counsel.

                                    ARTICLE 4
                                 INDEMNIFICATION

         4.1 INDEMNIFICATION. In the event that Viewpoint, its affiliates and
their respective directors, officers, agents and employees and each other person
controlling Viewpoint or its affiliates (each, an "INDEMNIFIED PARTY") becomes
involved in any capacity in any action, proceeding or investigation brought by
or against any person, including security holders of the Company, in connection
with or as a result of either our engagement or any matter referred to in this
letter (including, without limitation, in connection with the contents of any
writing or oral affirmation made for or by any Indemnified Party in connection
herewith), the Company periodically will reimburse Viewpoint for its legal and
other expenses (including the cost of any investigation and preparation) as
incurred in connection therewith; PROVIDED, HOWEVER, that if it is found in any
such action, proceeding or investigation that any loss, claim, damage or
liability of Viewpoint has resulted from the gross negligence or bad faith of
Viewpoint in performing the services which are the subject of this letter,
Viewpoint shall repay such portion of the reimbursed amounts that is
attributable to expenses incurred in relation to the act or omission of
Viewpoint which is the subject of such finding. The Company also will indemnify
and hold each Indemnified Person harmless against any and all losses, claims,
damages or liabilities to any such

                                      -6-
<PAGE>

person in connection with or as a result of either our engagement or any matter
referred to in this letter), except to the extent that any such loss, claim,
damage or liability results from the gross negligence or willful misconduct of
Viewpoint in performing the services that are the subject of this letter. If for
any reason the foregoing indemnification is unavailable to Viewpoint or
insufficient to hold it harmless, then the Company shall contribute to the
amount paid or payable by Viewpoint as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative economic
interests of the Company and its stockholders on the one hand and Viewpoint on
the other hand in the matters contemplated by this letter as well as the
relative fault of the Company and Viewpoint with respect to such loss, claim,
damage or liability and any other relevant equitable considerations. The
reimbursement, indemnity and contribution obligations of the Company under this
paragraph shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any affiliate of
Viewpoint and the partners, directors, agents, employees and controlling persons
(if any), as the case may be, of Viewpoint and any such affiliate, and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Company, Viewpoint, any such affiliate and any
such person. The Company also agrees that neither Viewpoint nor any of such
affiliates, partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any person asserting claims on behalf of or
in right of the Company in connection with or as a result of either our
engagement or any matter referred to in this letter except to the extent that
any losses, claims, damages, liabilities or expenses incurred by the Company
result from the gross negligence or willful misconduct of Viewpoint in
performing the services that are the subject of this letter. Promptly after
receipt by Viewpoint of notice of its involvement in any action, proceeding or
investigation, Viewpoint shall, if a claim for indemnification in respect
thereof is to be made against the Company under this Agreement, notify the
Company of such involvement. Failure by Viewpoint to so notify the Company shall
relieve the Company from the obligation to indemnify Viewpoint under this
Agreement only to the extent that the Company suffers actual prejudice as a
result of such failure, but shall not relieve the Company from its obligation to
provide reimbursement and contribution to Viewpoint. If any Indemnified Person
is entitled to indemnification under this Agreement with respect to any action
or proceeding brought by a third party that is also brought against the Company,
the Company shall be entitled to assume the defense of any such action or
proceeding with counsel reasonably satisfactory to the Indemnified Person,
PROVIDED, that there are no actual or potential conflicting interests between
the Company and the Indemnified Person, including situations in which there are
one or more legal defenses available to the Indemnified Person that are
different from or additional to those available to the Company. Upon assumption
by the Company of the defense of any such action or proceeding, the Indemnified
Person shall have the right to participate in such action or proceeding and to
retain its own counsel but the Company shall not be liable for any legal
expenses of other counsel subsequently incurred by such Indemnified Person in
connection with the defense thereof unless (i) the Company has agreed to pay
such fees and expenses or (ii) the Company shall have failed to employ counsel
reasonably satisfactory to the Indemnified Person in a timely manner, PROVIDED,
HOWEVER, that the Company shall not, in connection with any one such action or
proceeding or separate but substantially similar actions or proceedings arising
out of the same general allegations, be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all Indemnified Persons,
including Viewpoint, except to the extent that local counsel, in addition to its
regular counsel, is required in order to effectively defend against such action
or proceeding.

                                      -7-
<PAGE>

The Company shall not consent to the terms of any compromise or settlement of
any action defended by the Company in accordance with the foregoing without the
prior written consent of the Indemnified Person unless such compromise or
settlement (i) includes an unconditional release of the Indemnified Person from
all liability arising out of such action and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act, by or on behalf
of any Indemnified Person. Prior to entering into any agreement or arrangement
with respect to, or effecting, any proposed sale, exchange, dividend or other
distribution or liquidation of all or a significant portion of its assets in one
or a series of transactions or any significant recapitalization or
reclassification of its outstanding securities that does not directly or
indirectly provide for the assumption of the obligations of the Company set
forth in this Agreement, the Company will notify Viewpoint in writing thereof
(if not previously so notified) and, if requested by Viewpoint, shall arrange in
connection therewith alternative means of providing for the obligations of the
Company set forth in this paragraph, including the assumption of such
obligations by another party, insurance, surety bonds or the creation of an
escrow, in each case in an amount and upon terms and conditions satisfactory to
Viewpoint. Any right to trial by jury with respect to any action or proceeding
arising in connection with or as a result of either our engagement or any matter
referred to in this letter is hereby waived by the parties hereto.

                                    ARTICLE 5
                                  MISCELLANEOUS

         5.1 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed under the laws of the State of California in all respects as such laws
are applied to agreements among California residents entered into and performed
entirely within California, without giving effect to conflict of law principles
thereof.

         5.2 ARBITRATION.

                  (a) Any controversy or claim arising out of or relating to
this Agreement, or the breach hereof, shall be settled pursuant to this Article
5.2 and by arbitration in accordance with commercial rules of the American
Arbitration Association ("AAA"). Arbitration proceedings conducted pursuant to
this Article 5.2 shall be held in the State of California, County of San Diego.

                  (b) Arbitrations shall be conducted by a single arbitrator
(the "ARBITRATOR") selected at random from a list of arbitrators maintained in
the office of AAA in State of California, County of San Diego. The Arbitrator
must be a person experienced in corporate law or the law of commercial finance
and must have served as an arbitrator in not less than three prior commercial
arbitrations involving primarily questions of commercial or corporate law
conducted under the AAA rules. The Arbitrator may not be a person who ever has
been an affiliate of or attorney for any party or for any of their respective
affiliates.

                  (c) The parties shall allow and participate in discovery in
accordance with the United States Federal Rules of Civil Procedure for a period
of 90 days after the filing of an answer or other responsive pleading.
Unresolved discovery disputes may be brought to the attention of the Arbitrator
for resolution.

                                      -8-
<PAGE>

                  (d) Any provisional remedy that would be available from a
court of law shall be available from the Arbitrator to the parties pending
arbitration. Any party may, without inconsistency with this Agreement, apply to
any court of proper jurisdiction and seek injunctive relief to maintain the
status quo until the arbitration award is rendered or the controversy is
otherwise resolved.

                  (e) The Arbitrator's award shall be made in writing, but shall
not make any findings of fact or conclusions of law. The Arbitrator shall have
no authority to award punitive or other damages not measured by the prevailing
party's actual damages and may not, in any event, make any ruling, finding, or
award that does not conform to the terms and conditions of this Agreement and
the Merger Agreement. Judgment on any arbitration award may be entered by the
Arbitrator or by any party in any court having jurisdiction thereof. No party or
Arbitrator may disclose the existence, content, or results of any arbitration or
arbitration award without the prior written consent of all parties involved in
the arbitration except to the extent necessary to enter and enforce a judgment
based upon such award.

                  (f) The award of the Arbitrator shall be final and not subject
to appeal. Each party hereby waives the benefit of any applicable law that would
permit it to appeal the decision of the Arbitrator to any court or other
authority.

                  (g) All fees and expenses of the arbitration shall be borne by
the parties equally. However, each party shall bear the expense of its own
counsel, experts, witnesses, and preparation and presentation of proofs.

         5.3 SURVIVAL. The provisions of this Agreement relating to
compensation, information, indemnification and dispute resolution in Articles 2,
3 4 and 5 respectively, shall survive the completion of this Agreement or its
termination pursuant to Articles 1.2 or 1.3 hereof.

         5.4 AGENCY. It is understood and agreed that Viewpoint will act under
this Agreement as an independent contractor with duties solely to the Company
and nothing in this Agreement or the nature of Viewpoint's services in
connection with this Engagement or otherwise shall be deemed to create a
fiduciary duty or fiduciary or agency relationship between Viewpoint and the
Company or its stockholders, employees or creditors, and the Company agrees that
it shall not make, and hereby waives, any claim based on an assertion of such
fiduciary duty or relationship.

         5.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and Viewpoint and their respective successors and assigns and any
successor or assign of any substantial portion of the Company's or Viewpoint's
respective businesses and/or assets.

         5.6 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.

         5.7 SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement,

                                      -9-
<PAGE>

and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

         5.8 AMENDMENT AND WAIVER. This Agreement may not be amended or
otherwise modified or waived except by an instrument in writing executed by both
Viewpoint and the Company.

         5.9 NOTICES. Any notice or other communication required or permitted to
be delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth beneath the name of such party
below (or to such other address or facsimile telephone number as such party
shall have specified in a written notice given to the other parties hereto):

                  IF TO VIEWPOINT:

                  VIEWPOINT SECURITIES, LLC
                  322 8th Street, Suite 105
                  Del Mar, CA  92014
                  Attn:  Seth Leyton or Paul Difrancesco
                  Fax:  858-440-2808

                  IF TO COMPANY:

                  GOLD RUN INC.
                  GOLD RUN INC.
                  330 Bay Street Suite 820
                  Toronto, Ontario M5H 2S8
                  CANADA ATTN:  John Pritchard Fax:
                  (416) 364-2292

         5.10 ATTORNEYS' FEES. In the event that any suit or action is
instituted under or in relation to this Agreement, including without limitation
to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

         5.11 THIRD PARTY BENEFICIARIES. It is agreed that Viewpoint has been
retained to provide services to the Company, and not to any other person, and
the Engagement is not intended to confer rights upon any person (including
shareholders, employees or creditors of the Company) not a party hereto.

                                      -10-
<PAGE>

         5.12 TITLES AND SUBTITLES. The titles of the articles and subsections
of the Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

         5.13 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

         5.14 PRONOUNS. All pronouns contained herein, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as to the identity of the parties hereto may require.

         5.15 Viewpoint and the Company hereby represent to the other that they
have the legal authority and capacity to enter into this Agreement, perform the
services, and pay and receive, fees and commissions, as the case may be, which
are payable hereunder.

         IN WITNESS WHEREOF, the parties hereto have executed the ENGAGEMENT
AGREEMENT as of the date set forth in the first paragraph hereof.

VIEWPOINT SECURITIES:

                               VIEWPOINT SECURITIES, LLC

                               By:_________________________________
                               Name:  Seth Leyton
                               Title: Chief Executive Officer

                               By:_________________________________
                               Name:  Paul Difrancesco
                               Title: Managing Director, Investment Banking

COMPANY:                       GOLD RUN, INC.

                               By:_________________________________
                               Name:  John Pritchard Title:
                               Chief  Executive Officer

                                      -11-