Exhibit 10.4





[GOLD RUN LETTERHEAD]


February 15, 2007


2120315 Ontario Inc.
1705-55
University Avenue
Toronto, ON
M5J 2H7


Attention: Mr. Trevor Michael


Gold Run Inc. (GRI)
understands that 212035 Ontario Inc. ("Company”) wishes to act as its advisor
to assist in structuring, funding and  developing GRI (the “Engagement”). This
letter is to confirm the terms and conditions under which the Company will act as Gold Run’s
advisor.


1.  Engagement


1.1  GRI
hereby engages the Company as its advisor in connection with structuring, funding and
developing the Company.


1.2  In
connection with the Engagement, the Company will perform the following services:


	 	i. 	Assist
in contacting financing agents;



	 	ii. 	Assist
in negotiating the acquisition of properties;



	 	iii. 	Assist
in developing the business strategy;



	 	iv. 	Assist
in hiring senior management;



	 	v. 	Assist
in raising financing;



	 	vi. 	Assist
in the go public process;



	 	vii. 	Assist
in hiring investor and public relations professionals;



2.  Term


2.1  This
Engagement is for an initial term of 1 month(s), (the “Term”), and will
automatically extend from month to month.  At  any time after the initial term, either
party may terminate this Engagement by providing 30 days written notice.


3.  Remuneration


3.1  GRI
hereby agrees to pay the Company the following amounts in consideration of the Company
accepting the Engagement:


(a)  A fee of CAD $10,000 per
month, beginning February 1, 2007.


(b)
Out-of-pocket expenses: the Company will be reimbursed for all reasonable out-of-pocket
expenses as agreed upon in writing by  GRI.


3.2  All
amounts described in Clause 3.1 (a) and (b) will be in addition to all applicable taxes,
including the goods and services  tax if applicable.


	












[GOLD RUN LETTERHEAD]


4.  Indemnity


4.1  It is
hereby agreed that the Company will indemnify and hold harmless Gold Run Inc. and its
partners, officers, employees,  agents and counsel (each being an “Indemnified Party”)
from and against any and all actions, suits, investigations,  proceedings and claims of
every kind whether arising under statute, regulation, action or order of a regulatory
authority or  government body, domestic or foreign, or at common law or otherwise
(collectively “Claims”) and any and all losses (excluding  loss or profits),
expenses, fees, costs, damages and liabilities (collectively “Losses”) to which
such Indemnified Party may  become subject or which such Indemnified Party may become
subject or which such Indemnified Party suffers to the extent  related to, caused by or
arising out of, directly or indirectly, the performance by an Indemnified party of the
Engagement  contemplated by this letter, including and without limitation, any reasonable
expenses incurred in connection with the  investigation of, preparation for or defense of
any pending or threatened claim or any action or proceeding arising therefrom.


5.  General


5.1  It is
hereby agreed that Gold Run and 2120315 Ontario Inc. will perform all functions required
hereunder in compliance with  all applicable securities and regulatory laws.


5.2  Each of
Gold Run Inc. and 2120315 Ontario Inc. agree that the terms of this agreement shall be
confidential and shall not be  disclosed without the prior written consent of each of the
parties hereto, except as required by law.


5.3  This
agreement shall be governed by the laws of the Province of Ontario and the federal laws
of Canada applicable thereto and  the parties to this agreement hereby irrevocably attorn
to the Courts of the Province of Ontario.


If you are in agreement with
the terms and conditions of this letter, please indicate your acceptance therein by
signing one copy and  returning it to Gold Run Inc.



	Yours truly,
GOLD RUN INC.

/s/ John M Pritchard	 
	John M Pritchard
Chief Executive Officer





The foregoing is accepted and
agreed to this 1st day of February, 2007.



	2120351 Ontario Inc.

/s/ Trevor Michael	 
	Trevor Michael
President