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Uranerz Energy Corporation Suite 1410, 800 West Pender
Street Vancouver, B.C.V6C 2V6 604-689-1659

February 17, 2006

Mr. Michael Collins President Bluerock Resources Ltd.,
890  885 Dunsmuir Street Vancouver, B.C.V6C 1N5

Re: Joint Venture of Mongolian Uranium
Projects

Dear Mr. Collins:

The purpose of this letter ("Letter Agreement") is to set forth
binding contract terms between Uranerz Energy Corporation, a Nevada corporation
("Uranerz") and Bluerock Resources Ltd., a British Columbia corporation ("BRD").
The properties subject to this Letter Agreement are ownership interests in
Exploration Licenses, which have received approval with the Office of Geology
and Mining Cadastre (OGMC), a department of the Mineral Resource Authority of
Mongolia (MRAM) located in Mongolia, known collectively as the Mongolian
Projects, all as described more specifically in Attachment 1 hereto (the
Projects or "Properties").

1.      Grant of Exclusive Right to
Acquire Interest in Properties and Enter into Joint Venture Agreement. Uranerz
hereby grants to BRD the exclusive right to acquire an undivided 55% interest in
the Properties, subject to the terms and conditions of this Letter Agreement and
a Joint Venture Agreement, which shall be based upon the Rocky Mountain Mineral
Law Foundation's Model Exploration, Development and Mine Operating Agreement,
1996 Edition ("Form 5A"), as more specifically described in paragraph 4 below.
The Manager shall be as defined in Form 5A. Until the formation of the Joint
Venture, the manager of the work program shall be BRD.

To earn a 55% interest in the Properties and the Joint Venture,
BRD must make the payments set forth in section 2, and make the payments and
incur the expenditures referred to in section 3.

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2.      BRD will make a $5,000 (US)
payment to Uranerz on signing this Letter of Agreement with Uranerz. BRD will
make a $30,000 (US) payment to Uranerz and issue 150,000 shares of BRD to
Uranerz at the later date of the following; a 30 day due diligence period, or 10
days after the review of the report currently being written on the green fields
projects, or acceptance for filing by the TSX Venture Exchange. Provided Uranerz
can show it holds good title to the Properties, the payment of $30,000 (US) and
the issuance of 150,000 shares of BRD to Uranerz must be made by March 31, 2006
or this agreement becomes null and void and BRD forfeits the payment of $5000
(US). If Uranerz cannot show it holds good title to the Properties by March 31,
2006, the US$5,000 deposit will be paid back to BRD.

3.      BRD Payments and Work
Expenditures. In order to maintain this Letter Agreement in effect, BRD must
make the payments and incur the work expenditures described in paragraphs 3.A
and 3.B below, respectively. If BRD fails in either case to do so, the sole
effect shall be termination of this Letter Agreement as of the applicable
deadline, except for the taxes and any government maintenance fees due within
120 days of signing this Letter Agreement for the projects within the
Properties, except for the first annual payment due to Uranerz by October 18,
2006 and except for the first $400,000 work expenditure, as provided in
paragraph 3.B below. By signing this Letter Agreement BRD guarantees that it
will pay the taxes and any government maintenance fees due within 120 days of
signing this Letter Agreement for the projects within the Properties and will
pay to Uranerz the first lease payment by October 18, 2006 and will complete the
first $400,000 work expenditure by October 18, 2006. Uranerz will produce a
table outlining the taxes and lease fees and payment dates due over the first 3
years of the proposed option period

A.      Payments: The following
payments to Uranerz shall be due on or before the following dates:

Due Date
    
    AmountOctober 18, 2006
    $
    30,000October 18, 2007
    $
    40,000October 18, 2008
    $
    50,000October 18, 2009
    $
    50,000


Uranerz
shall designate an account to which such payments may be made by wire transfer.
A payment shall be deemed to have been made timely by BRD if its wire transfer
is initiated or its cheque is transmitted by express courier on or before the
applicable due date. Until the parties enter into a Joint Venture Agreement
pursuant to paragraph 4 below, BRD shall have sole liability for, and the
Manager shall have responsibility for, the annual taxes and government
maintenance fees that may become due to the various levels of government
regarding the Properties. BRDs liability share be capped to $32,000 for 2006
and

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$47,000 for 2007 unless the increase is related to an increase
in the government mandated fees. Uranerz will be liable for any other amount in
excess of the yearly cap.

B.      Work Expenditures: BRD shall
expend the following amounts by each of the following dates on Exploration (as
defined in Form 5A) operations on or for the benefit of the Properties:

Deadline
    
    AmountOctober 18, 2006
    $
    400,000October 18, 2007
    $
    500,000October 18, 2008
    $
    900,000October 18, 2009
    $
    1,200,000


Excess
amounts expended in any year shall credit against subsequent years' requirements
only until such time as BRD has expended $3,000,000 and earned a 55.0 percent
Participating Interest in the Joint Venture. Failure to meet the work
commitments in any year causes forfeiture of a 100% interest in the project back
to Uranerz. Once BRD has expended $3,000,000 and earned a 55% Participating
Interest in the Joint Venture, Uranerz may elect to spend $300,000 to earn back
a 6% interest in the project for a 51% Participating Interest in the Joint
Venture. Failure by BRD to meet the work commitments in any year causes
forfeiture of a 100% interest in the project back to Uranerz.

After
the second anniversary BRD can elect to remove Properties from this Agreement.
BRD is required to give 60 days notice of intent to do so. Properties may be
removed from this Agreement at any time if there is mutual agreement to do so.
All payments and work requirements will remain the same regardless of the
addition or subtraction of projects from this Agreement.

If
this Letter Agreement terminates within 60 days of the due dates for any taxes
or other contractual payments related to the Properties or within 90 days of the
deadline for any maintenance fees for Exploration Licenses within the
Properties, BRD shall be obligated to make those payments or pay those taxes, as
applicable. No Properties shall be allowed to lapse while this Letter Agreement
remains in effect, unless both BRD and Uranerz approve of same in writing. For
purposes of determining what charges and costs will credit against the above
expenditure requirements, the parties shall utilize the Accounting Procedures
attached as Exhibit B to Form 5A, with the exception that the charge under
Subsection 2.13(a)(i) of those accounting procedures for BRDs office and
general and administrative expenses shall be a flat fee of 10.0% of all
Allowable Costs (as defined in those Accounting Procedures).

C.      Responsibility for Reclamation
and Environmental Conditions: Unless and until the parties enter into a Joint
Venture Agreement pursuant to paragraph 4

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below, the Manager shall have sole responsibility for
reclamation of disturbances of the Properties caused by its Exploration
operations pursuant to paragraph 3.B above. As project manager, BRD will post a
$10,000 bond with a mutually agree third party as a guarantee of the reclamation
and remediation of any work done by the Manager or its representatives. If this
option agreement is terminated prior to the formation of a Joint Venture the
bond shall be made available for pay of remediation work for a period of one
calendar year from the termination of the agreement. Any remaining moneys shall
be returned to BRD at the end of the one year period. If and at such time as the
parties enter into the Joint Venture Agreement pursuant to paragraph 4 below,
the responsibility for the environmental conditions of the Properties,
regardless of when created, shall be borne by the Joint Venture, unless BRD
continues to work towards a larger Participating Interest, in which case the
Manager shall continue to have sole responsibility for reclamation of
disturbances of the Properties caused by its Exploration operations until such
time as the parties enter into the Joint Venture Agreement with determined
Participating Interests.

4.      Conditions for Entering into
Joint Venture Agreement and BRD's Retention of 55% Interest. At such time as BRD
has expended $3,000,000 on or before October 18, 2009 and Uranerz has elected
not to expend $300,000 on the Property on or before July 31, 2010, or waives its
right to do so:

A.      The parties shall enter into a
Joint Venture Agreement, based upon Form 5A, which shall be modified so as to be
consistent with the provisions of this Letter Agreement and to incorporate the
terms contained in Attachment 2 hereto;

B.      BRD shall contribute as its
Initial Contribution pursuant to Section 5.1 of Form 5A its undivided 55%
interest in the Properties;

C.      Uranerz shall contribute as
its Initial Contribution pursuant to Section 5.1 of Form 5A its undivided 45%
interest in the Properties; and

D.      This Letter Agreement shall
terminate, and all subsequent operations on and for the benefit of the
Properties shall be governed by the Joint Venture Agreement.

If BRD
fails to expend at least $3,000,000 by October 18, 2009, this Letter Agreement
shall terminate as of that date.

5.      Following BRDs earning a 55%
interesting in the project, Uranerz may elect to expend $300,000 on or before
July 31, 2010, to earn back an additional 6% interest, (for a total 51%
interest).

A.      The parties shall enter into a
Joint Venture Agreement, based upon Form 5A, which shall be modified so as to be
consistent with the provisions of this Letter Agreement and to incorporate the
terms contained in Attachment 2 hereto;

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B.      BRD shall contribute as its
Initial Contribution pursuant to Section 5.1 of Form 5A its undivided 49%
interest in the Properties;

C.      Uranerz shall contribute as
its Initial Contribution pursuant to Section 5.1 of Form 5A its undivided 51%
interest in the Properties; and

D.      This Letter Agreement shall
terminate, and all subsequent operations on and for the benefit of the
Properties shall be governed by the Joint Venture Agreement.

6.      Underlying Royalty. BRD and
Uranerz understand that some or all of the Properties may be burdened by a
royalty, pursuant to the rules and mining laws of Mongolia. The Joint Venture
shall make the necessary deductions for these royalty payments in proportion to
their respective Participating Interests before any distributions to the
parties.

7.      Representations and
Warranties.

A.      Uranerz and BRD hereby
incorporate by reference the Participants' representations and warranties
contained in Section 3.1 of Form 5A.

B.      Uranerz and BRD hereby
represent and warrant that they have received and reviewed full and complete
copies of Form 5A, including all Exhibits thereto.

8.      Insurance and Indemnity.

A.      Liability Insurance. The
Manager shall, at BRDs sole cost, keep in force during this Letter Agreement
term a policy of commercial general liability insurance covering property damage
and liability for personal injury occurring on or about the Property, with
limits in the amount of at least One Million Dollars ($1,000,000) per occurrence
for injuries to or death of person, and Five Hundred Thousand Dollars ($
500,000) per occurrence for property damage.

B.      Form and Certificates. The
policy of insurance required to be carried by the Manager pursuant to this
Section shall be with a company of comparable size and capabilities commensurate
with industry standards for insuring similar operations within the country of
Mongolia. Such policy shall name Uranerz as an additional insured and contain a
cross liability and severability endorsement. The Managers insurance policy
shall also be primary insurance without right of contribution from any policy
carried by Uranerz.

C.      Waiver of Subrogation. BRD and
Uranerz each waives any and all rights of recovery against the other, and
against the partners, members, officers, employees, agents and representatives
of the other, for loss of or damage to the

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Properties or injury to person to the extent such damage or
injury is covered by proceeds received under any insurance policy carried by
Uranerz or BRD and in force at the time of such loss or damage.

D.      Waiver and Indemnification.
Uranerz shall not be liable to BRD and BRD waives all claims against Uranerz for
any injury to or death of any person or damage to or destruction of any personal
property or equipment or theft of property occurring on or about the Property or
arising from or relating to business conducted on the Property.

9.      After Acquired Properties

"After
Acquired Properties" means any and all mineral interests located, granted or
acquired by or on behalf of either of the parties hereto during the currency of
this Agreement which are located within 3 km of Properties currently held within
the option agreement with the exception of License 10241X.

The
parties covenant and agree, each with the other, that any and all After Acquired
Properties shall be subject to the terms and conditions of this Agreement and
shall be added to and deemed, for the purposes hereof, to be included in the
Property.

10.     Liens and Notices of Non
Responsibility. The Manager agrees to keep the Property at all times free and
clear of all liens, charges and encumbrances of any and every nature and
description done made or caused by the Manager.

11.     "Dollars" and "$". All
references to "Dollars" and "$" are to United States Dollars.

12.     Force Majeure. The provisions
of Section 19.7 of Form 5A are incorporated herein by reference with respect to
obligations of BRD and time periods for work expenditures under paragraph 3.B
above. The blank in Section 19.7 of Form 5A, for purposes of this Letter
Agreement, shall be "two (2)" months.

13.     Uranerzs Right to Data and
Confidentiality. During the term of this Letter Agreement, Uranerz and BRD shall
have the right to review the accounts and all data and information obtained by
the Manager regarding the Properties, provided that they provide the Manager
with reasonable advance notice of their desire to inspect same and provided
further that such information shall be provided to the parties without any
representations or warranties by the Manager as to the accuracy or completeness
of same. The Manager shall prepare and deliver to the parties reports of its
progress and findings as soon as reasonably possible, if that information is
reasonably determined by BRD or Uranerz to be material for disclosure purposes,
and in any event shall be delivered to the parties on at least an annual basis.
All such information shall be kept confidential by the

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parties and shall not be disclosed except as may be necessary
to comply with rules or regulations of any governmental agency or stock
exchange. Each party shall have the right, subject to reasonable advance notice
to the other party, to prepare and disseminate news releases on the results and
progress of Exploration operations on the Properties.

14.     Reports. On or before April 1
following each year during which this Agreement is effective, the Manager shall
deliver to the other party a copy of all data and maps, and a report of all of
its activities conducted on the Properties for the previous calendar year.

15.     Inspection. BRD or BRDs duly
authorized representatives shall be permitted to enter on the Property and the
Managers workings at all reasonable times for the purpose of inspection, but
they shall enter on the Property at their own risk and in such a manner which
does not unreasonably hinder, delay or interfere with the Managers
operations.

16.     Relationship of Parties. This
Letter Agreement (or the Joint Venture Agreement when concluded) is not a
partnership. Nothing contained in this Joint Venture shall be deemed to
constitute one party being a partner of the other party. It is not the intention
of the parties to create nor shall this Letter Agreement be construed to create
any mining, commercial or other partnership.

17.     Severability. If any provision of
this Letter Agreement is or shall become illegal, invalid or unenforceable, in
whole or in part, the remaining provisions shall nevertheless be and remain
valid and enforceable and the said remaining provisions shall be construed as if
this Letter Agreement had been executed without the illegal, invalid or
unenforceable portion.

18.     Reassignment, transfer and related
Matters. Either party of the Letter Agreement (or the Joint Venture Agreement
when concluded) may transfer or assign its interest in whole or in part of this
Letter Agreement to a responsible transferee provided first right of refusal at
the same terms as is given to the transferee is first given to the remaining
Joint Venture party so that the remaining Joint Venture party has the option but
not the obligation to own the entire project.

19.     Notices. All notices, payments and
other required communications (Notice or Notices) to the parties shall be in
writing, and shall be given (i) by personal delivery to each party, or (ii) by
electronic communication, with a confirmation sent by registered or certified
mail, return receipt requested, or (iii) by registered or certified mail, return
receipt requested. All Notices shall be effective and shall be deemed delivered
(i) if by personal delivery on the date of delivery, (ii) if by electronic
communication on the date of receipt of the electronic communication, and (iii)
if solely by mail on the day delivered as shown on the actual receipt. A party
may change its address from time-to-time by Notice to the other party.

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Notice to BRD shall be sent to:

Mr. Michael Collins President Bluerock Resources Ltd.,
890  885 Dunsmuir Street Vancouver, B.C.V6C 1N5Fax:
604-669-3357

|Notice to UEC shall be sent to:     | with a copy to:           
|----------------------------------- | --------------------------
|                                    |                           
|Dennis Higgs                        | Glenn Catchpole           
|Uranerz Energy Corporation          | Uranerz Energy Corporation
|Suite 1410 - 800 West Pender Street | 222 Carriage Circle       
|Vancouver, B.C.                     | Cheyenne, Wyoming 82009   
|V6C 2V6                             | USA                       
|                                    |                           
|Fax: 604.689.1722                   |                           
|                                    | Fax: 307.778.0540         

20.     Governing Law; Jurisdiction and
Venue. This Letter Agreement shall be governed by Nevada law. In the event of
disputes, controversies or claims arising from an alleged breach of this Letter
Agreement (or the Joint Venture Agreement when concluded), or disputes arising
out of or related to this Letter Agreement (or the Joint Venture Agreement when
concluded) over substantial factual issues concerning technical mining or
metallurgical matters, the parties agree to be bound by binding arbitration to
be conducted in Reno, Nevada in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. All disputes arising out of or related
to this Letter Agreement (or Joint Venture Agreement when concluded) over issues
concerning technical mining or metallurgical matters shall be resolved by
arbitrators who are experts in the relevant fields. The applicable substantive
law shall be the law of the State of Nevada and discovery shall be conducted
pursuant to the Nevada Rules of Civil Procedure, and the Nevada Rules of
Evidence shall apply.

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



URANERZ ENERGY CORPORATION, a Nevada corporation



By: Title:Date of Execution:





Bluerock Resources Ltd., a British Columbia corporation



By: Title:Date of Execution:

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ATTACHMENT 1 to Letter Agreement BetweenBluerock
Resources Ltd. and Uranerz Energy Corporation

1.      Leases and
Agreements[Describe by title, parties and date and list patented and
unpatented mining claims (with information described in 2 and 3 below) and other
properties subject thereto]

2.      Owned Patented Mining
Claims[Describe by claim name and patent and mineral survey numbers]

3.      Owned Unpatented Mining
Claims[Describe by claim name and county recordation and BLM filing
numbers]

4.      Other Properties[Provide
legal descriptions]

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LICENCES

No .
    License No
    Name Of licence
    Coordinates
    Aimag* and Soum
      (Province)
    Area(Hectares)1
    **8560X**
    Ulaankhush uu
      (Khavtsal)
    109 01 20 10911 20 109 11 20 109
      01 20
    45 34 10 45 34 10 45 27 30 45 27
      30
    DG
      (Airag)
    160912
    10166X
    Ovor bel
    116 01 00 116 19 00 116 19 00 116
      01 00
    47 20 10 47 20 1046 50 30 46 50
      30
    DO Matad
    1245273
    10167X
    Tasarkhai
    115 30 00 116 00 00 116 00 00 115
      30 00
    47 00 00 47 00 00 46 54 00 46 54
      00
    DO Matad
    423254
    10165X
    Khudgiin us
    109 20 00 109 29 50 109 29 50 109
      20 00
    45 42 40 45 42 40 45 40 00 45 40
      00
    DG Airag
    63085
    **10168X**
    Khartolgoi
    105 05 00 105 25 00 105 25 00 105
      05 00
    45 00 00 45 00 00 44 51 30 44 51
      30
    DU Khuld,
      Delger khangai
    414306
    10169X
    Chuluut
    105 55 00 106 08
      00 106 08 00 106 05 40106 05 40 106 08 00 106 08 00
      105 55 00
    45 00 00 45 00 00
      44 58 50 44 58 5044 56 40 44 56 40 44 47 00 44 47
      00
    DU Khuld, Olziit
    399877
    10241X
    Chuluut
    100 27 00 100 30 00 100 30
      00 100 36 00 100 36 00 100 27 00
    48 17 00 48 17 00 48 17 10
      48 17 10 48 11 30 48 11 30
    AR
      *Ondor* ulaan, Tariat
    115898
    10315X
    Tolgod
    109 00 00 109 05 20 109 05
      20 109 00 00
    45 54 00 45 54 00 45 52 00
      45 52 00
    DG
      Dalan jargalan
    2558


* DO- Dornogobi, DU- Dundgobi, AR- Arkhangai, DO- Dornogobi

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ATTACHMENT 2 to Letter Agreement
BetweenBluerock Resources Ltd. and Uranerz Energy Corporation

Set forth below are provisions to be inserted in the Sections
set forth below of Form 5A:

Items marked * represent the most substantive provisions.

1.      Section 2.2: Name under which
the Assets are to be managed and operated by the Participants. Mongolia New
Co

*2.    Section 2.5: Maximum number of
consecutive days that production in commercial quantities can be halted, but
that Products still be deemed to be produced on a "continuous basis" for
purposes of extending the Agreement's term. (one year)

3.      Sections 3.2(d) and (e):
Assessment year through which the Participant that is the owner of the
unpatented claims represents taxes and maintenance fees have been timely paid.
per license annual renewal date

*4.    Section 3.7(a)(v): The aggregate dollar
amount that will be deemed to constitute a "Material Loss" for indemnification
purposes. ($20,000)

*5.    Sections 5.1(a) and (b): Dollar amounts
to be credited to the Participants' respective Equity Accounts as their Initial
Contributions. In the case of the Participant that is not contributing the
Properties, this dollar amount is the earn-in funding requirement.

From the text of Form
5A(a)           URANERZ,
as its Initial Contribution, hereby contributes the Assets described in
Exhibit A to the purposes of this Agreement. The amount of two million
four hundred fifty four thousand and five hundred Dollars ($2,454,500) shall be
credited to URANERZ's Equity Account on the Effective Date with respect to
URANERZ's Initial Contribution. If URANERZ elects to spend an additional three
hundred thousand dollars, the amount of three million one hundred twenty two
thousand and five hundred Dollars, ($3,122,500) shall be credited to URANERZ's
Equity Account on the Effective Date with respect to URANERZ's Initial
Contribution.

(b)     
Subject to BRD's right of withdrawal as set forth in Section 5.2, BRD, as
its Initial Contribution, shall fund Operations under Subsection 5.1(c)
totaling three million Dollars ($3,000,000) on or before the Fourth

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(4)      anniversary of the Effective
Date. In determining whether such funding obligation has been met, only costs
that are properly chargeable to the Business Account under Exhibit B
shall be included ("Qualifying Expenses"); provided, however, BRD
shall not be entitled to an Administrative Charge during the time it is making
Qualifying Expenses. Upon completion of such funding, this amount shall be
credited to BRD's Equity Account.

6.      Section 5.2(b): Time period
during which the Participant that is not contributing the Properties may
withdraw if it determines that conditions may exist on the Properties that, in
its judgment, may result in violation of Environmental Laws. ninety (90) or is
extended by mutual agreement

*7.    Section 6.3(a): Participating Interest
percentage at which a Participant shall be deemed to have withdrawn from the
Business and be required to relinquish its Participating Interest. 10% Also,
percentages of Net Proceeds 1.5% and of the Reduced Participant's Equity Account
balance as a ceiling on dollar amount of Net Proceeds to be paid to that
Participant no cap

*8.    Section 6.3(b): Percentage thresholds for
recalculations of adjustments in Participating Interest percentages if money
spent by the Non-Reduced Participant varies from original budgeted amount.

From Form 5A, Section 6.6(b)
(b)           The
relinquishment, withdrawal and entitlements for which this Section provides
shall be effective as of the effective date of the recalculation under
Sections 9.5 or 10.5. However, if the final adjustment provided
under Section 9.6for any recalculation under Section 9.5 results
in a Recalculated Participating Interest of twelve percent (12%) or more: (i)
the Recalculated Participating Interest shall be deemed, effective retroactively
as of the first day of the Program Period, to have automatically revested; (ii)
the Reduced Participant shall be reinstated as a Participant, with all of the
rights and obligations pertaining thereto; (iii) the right to Net Proceeds under
Subsection 6.3(a) shall terminate; and (iv) the Manager, on behalf of the
Participants, shall make any necessary reimbursements, reallocations of
Products, contributions and other adjustments as provided in Subsection
9.6(d). Similarly, if such final adjustment under Section 9.6
results in a Recalculated Participating Interest for either Participant of less
than ten percent (10%) for a Program Period as to which the provisional
calculation under Section 9.5 had not resulted in a Participating
Interest of less than ten percent (10%), then such Participant, at its election
within thirty (30) days after notice of the final adjustment, may contribute an
amount resulting in a revised final adjustment and resultant Recalculated
Participating Interest of fifteen percent (15%). If no such election is made,
such Participant shall be deemed to have withdrawn under the terms of
Subsection 6.3(a) as of the beginning of such Program Period, and the
Manager, on behalf of the Participants, shall make any necessary reimbursements,
reallocations of

13

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Products, contributions and other adjustments as provided in
Subsection 9.6(d), including of any Net Proceeds to which such
Participant may be entitled for such Program Period.

9.      Section 7.1: Numbers of
members on Management Committee and members representing each party. one (1)
member(s) appointed by URANERZ and one (1) member(s) appointed by BRD, advisors
may attend

*10.  Section 7.2: The Participating Interest
percentage that will determine the decisions of the Management Committee. over
fifty percent (50%)

11.   Section 7.3(a): Location of Management
Committee meetings and number of days of advance notice of same that Manager is
to provide to the Participants. Vancouver or another location as is mutually
agreeable, 14 days

12.   Section 7.3(b): The number of days advance
notice either Participant may call a meeting if a prior meeting did not have a
quorum. 14 days

13.   Section 7.3(c): The number of days advance
notice for putting items on the agenda and number of days for Manager to prepare
and distribute minutes of meetings. 2 and 14 days respectively

14.   Section 8.1: Name of Manager. [BRD, until the
Joint Venture is formed and then the partner who holds greatest percentage
interest in the Joint Venture]

*15. Section 8.2(g): Dollar threshold of Manager's expenditures
that requires prior approval of non-managing Participant. Expenditure that
exceeds 10% of budget

*16. Section 8.2(i): Maximum dollar value of Assets that can be
disposed of by Manager without non-manager's consent. $10,000

17.   Section 8.2(o): Time period after completion of
each Program and Budget in which Manager must submit a detailed final report. 90
days

18.   Section 8.4: Number of months prior notice the
Manager must provide on resignation and number of days in which the other
Participant shall have the right to elect to become the Manager. 2 months, 60
days

19.   Section 8.4(a): The Participating Interest
percentage threshold below which the Manager shall be deemed to have withdrawn.
50% or less

20.   Section 9.3: The number of months prior to the
expiration of a Program and Budget that a new proposed Program and Budget for
the succeeding year

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must be prepared by the Manager and submitted to the Management
Committee for review and consideration. 4 months or as mutually agreed

21.   Section 9.4: Time period after submission of
the proposed Program and Budget in which Participant must make its election in
writing to approve, modify or reject the proposed Program and Budget. 60 days or
as mutually agreed

22.   Section 9.6(a): Time period after conclusion of
a Program and Budget in which the Manager must report the amount of money spent
under that Budget to a Participant who had elected not to participate in that
Budget. 60 days

*23. Section 9.6(c): Percentages and time periods for a Reduced
Participant to reinstate its Participating Interest if the Manager expends a
certain amount less than the Adopted Budget. 80% and 60 days

24.   Section 9.7(a): Time period for Manager to
submit a Pre-Feasibility Study Program and Budget to the Management Committee
after the Committee adopts a proposal for same. 90 days

25.   Section 9.8(f): Time period after receipt of a
Pre-Feasibility Study in which Management Committee must convene a meeting for
purposes of reviewing same. 30 days

*26. Section 9.9: Time period after selection of an Approved
Alternative in which Manager must submit a Program and Budget to the Management
Committee for preparation of a Feasibility Study. 90 days or as is mutually
acceptable

27.   Section 9.10(a): Amount of time Manager must
wait after receipt of a Feasibility Study before submitting a Program and Budget
that includes Development to the Management Committee. 90 days

28.   Section 9.10(b): Time period for Manager to
submit a Bid Report to the Management Committee and the percentage limitation on
Development costs over adopted Program and Budget. 120 days and 10%

29.   Section 9.11: Time deadline for Manager's
submission of Program and Budget for Expansion or Modification after its receipt
of a Feasibility Study for same. 60 days

30.   Section 9.12: Percentage limitation on Budget
overruns. 10%

31.   Section 10.2: Number of days working capital to
be maintained by Manager. 60 days

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32.   Section 10.3: Interest rate to be applied to
delinquent cash call payments. [London interbank offered rate plus 5%]

*33. Sections 10.5(b)(i)(A) and (B): Default percentages for
calculating dilution. [N/A]

*34. Section 10.5(b)(ii): Percentages of Net Proceeds to be
received by the defaulting Participant in the event of its default relating to a
Program and Budget cash call. [N/A]

*35. Section 10.5(c): Number of days a default must run before
a non-defaulting Participant shall have the right to elect to purchase the
defaulting Participant's Participating Interest, and the percentage of fair
market value for which that interest may be purchased. [N/A]

36.   Section 10.6(a): Number of days after the end
of each calendar year in which an audit must be completed. 90 days

37.   Section 12.2: Length of time that must run
before the Agreement is terminated due to deadlock because of the Management
Committee's failure to adopt a Program and Budget. [N/A]

*38. Section 12.6: Number of months in which a withdrawing
Participant must not acquire any properties within the Area of Interest. 1
year

39.   Sections 13.2, 13.3 and 13.4: Time periods for
notice and exercise of option with respect to acquisitions within Area of
Interest. 60 and 30 days

40.   Sections 16.2(g)(ii): Time period within which
a public auction of an encumbered Participating Interest must be held. 60
days

41.   Section 17.1: Governing law. [Nevada]

42.   Section 17.2: Specification of forum? [Nevada-
Reno, Nevada in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.]

43.   Section 17.3: Arbitration? [Nevada- Reno,
Nevada in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.]

44.   Section 19.1: Addresses for notices.

45.   Section 19.7: Time period that must run before
a delay caused by governmental approvals can constitute Force Majeure. 2
months

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46.   Exhibit B  Accounting Procedures, Section
2.13(a): Percentages for Management Fees during Exploration, Development and
Major Construction and Mining Phases. 10%

47.   Exhibit D  Definitions  "Expansion" or
"Modification": Percentage by which anticipated costs of expansion or
modification exceed original capital costs of Development, in order to be deemed
to be "material". 15%

*48. Exhibit F  Insurance: The minimum levels of different
insurances. As above

49.   Exhibit H  Preemptive Rights: Time periods for
election to purchase and percentage thresholds for the transferring Participants
and transferee's Net Worth. 30 day offer, 9 months

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