Filed by sedaredgar.com - Crosshair Exploration & Mining Corp. - Exhibit 4.12






EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of the 21st day
of January, 2008. 

BETWEEN:

CROSSHAIR EXPLORATION & MINING
CORP., a British 
Columbia company, having its principal business office
at Suite 
1240 - 1140 West Pender Street, Vancouver, British Columbia 
V6E
4G1.

(the “Company”)

AND:

PAUL HOSFORD, businessman, of
22327 126th Avenue, Maple 
Ridge, British Columbia V2X 2X8

(the “Executive”)

WHEREAS the Company wishes to employ the Executive to provide
the services hereinafter described;

NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth below the parties hereto agree as follows:

	1. 	
      SERVICES, POSITION AND TERM 

	  	
       

	(a) 	
      The Company will employ the Executive, and the Executive
      will serve the Company, on the terms and conditions set out herein.
  

	  	
       

	(b) 	
      The Executive will hold the position of President and
      Chief Operating Officer, and perform those services normally or usually
      associated with the position of a senior executive officer, and such other
      duties consistent with the position of President and Chief Operating
      Officer as may from time to time reasonably be delegated to the Executive
      by the Company (the “Services”). The Executive acknowledges that the
      effective performance of the Services may require that the Executive
      travel from time to time as required by the Company. Without limiting the
      foregoing, the Executive acknowledges that he will be required to spend
      anywhere between 60 and 120 days per year either in the Company’s St.
      John’s office or in the field in Newfoundland and Labrador. 

	  	
       

	(c) 	
      The Executive will be employed to perform the Services
      for a term commencing February 18, 2008 and the Executive’s employment
      will continue until terminated in accordance with the provisions of this
      Agreement (the “Term”). 







2

	2. 	PERFORMANCE BY EXECUTIVE



The Executive will perform the Services in a competent and
efficient manner, and will carry out all lawful instructions and directions from
time to time given by the Company’s Board of Directors. The Executive will
devote 100% of his working time and attention to the affairs of the Company.

	3. 	
      COMPENSATION AND BENEFITS

	 	 
	3.1 	
      Salary



The Company will pay to the Executive an annual salary of
C$250,000 (the “Salary”), less appropriate deductions and withholdings. The
Company will review the Salary from time to time during the Term and may, in its
sole discretion, increase the Salary.

	3.2 	Bonus 


The Company will establish a target for an executive bonus of
C$100,000 per year with the final amount being determined by the Company's
Compensation Committee based upon the Executive's performance. Bonus payments
are to be made semi-annually.

	3.3 	
      Incentive Plans 

	  	
       
	
       

	(a) 	
      The Company shall grant the Executive: 

	  	
       
	
       

		
      (i) 
	
      on execution of this Agreement, an option to purchase
      500,000 common shares in the capital stock of the Company (the “Initial
      Grant”) at a price of C$1.41 per share. The Initial Grant shall vest in
      accordance with the provisions of the Company’s stock option plan in
      effect as of the date of the Initial Grant. 

	  	
       
	
       

		
      (ii) 
	
      on the first anniversary of the date of the Initial Grant
      and each anniversary thereafter, an option to purchase 200,000 common
      shares in the capital stock of the Company (the “Annual Grant”). Each
      Annual Grant shall vest in accordance with the provisions of the Company’s
      stock option plan in effect as of the date of the Annual Grant. 

	  	
       
	
       

	(b) 	
      The pricing of the options in each Annual Grant shall be
      at the market price of the common shares at the date of the Annual Grant
      in accordance with the provisions of the Company’s stock option plan in
      effect as of that date. 

	  	
       
	
       

	(c) 	
      The Annual Grant is subject to the provision that the
      aggregate number of incentive stock options held by the Executive at any
      given time shall not exceed 5% of the number of issued and outstanding
      shares of the Company at such time. 

	  	
       
	
       

	(d) 	
      The Company shall permit the Executive to participate in
      any other incentive compensation plan, retirement plan or similar plan
      offered by the Company from time to 







3

		
      time to its senior executives generally in the manner and
      to the extent authorized by the Board of Directors of the
  Company.

	 	 
	(e) 	
      The Initial Grant and each Annual Grant shall provide for
      expiry dates of no earlier than five years after the granting
    thereof.



All of the above is hereinafter collectively referred to as the
“Option Commitment”.

	3.4 	Benefits 


The Company shall provide the Executive with employee benefits
comparable to those provided by the Company from time to time to other senior
executives of the Company generally. These benefits are to include at least:

	(a) 	
      payment by the Company of C$300 per month to the
      Executive for the costs of comprehensive medical, dental and related
      coverage, until and unless the Company implements a Company-wide
    plan;

	 	 
	(b) 	
      C$1,000,000 of term life insurance and accidental death
      insurance with proceeds payable to the Executive's estate or as otherwise
      directed by the Executive; and

	 	 
	(c) 	
      payment by the Company of C$150 per month to the
      Executive towards the cost of membership dues at a downtown business or
      fitness club.




	3.5 	Vacation 


The Executive will be entitled to annual vacation of four weeks
during each year of the Term, unless otherwise mutually agreed by the Company
and the Executive (the “Vacation”). Unused Vacation time may be carried forward
into the immediate following calendar year and taken in that year as vacation
time or as cash payment at the option of the Executive.

	3.6 	Expenses 


The Company will reimburse the Executive for all reasonable
out-of-pocket expenses incurred by the Executive directly related to the
performance by the Executive of the Services. The Executive will account for
such expenses in accordance with the policies and directions of the Company’s
board of directors.

	4. 	
      TERMINATION

	 	 
	4.1 	
      Definitions



In this Agreement:

	(a) 	
      “Control Change” means the occurrence of
    both:

	 	 	 
		(i) 	
      the acquisition or continuing ownership of securities
      (“Convertible Securities”) convertible into, exchangeable for or
      representing the right to acquire shares of







4

			
      the Company and/or shares of the Company as a result of
      which a person, group of persons or persons acting jointly or in concert,
      or persons associated or affiliated within the meaning of the Business
      Corporations Act (British Columbia) with any such person, group of
      persons or any of such persons acting jointly or in concert (collectively,
      “Acquirors”), beneficially own shares of the Company and/or Convertible
      Securities such that, assuming only the conversion, exchange or exercise
      of Convertible Securities beneficially owned by the Acquirors, the
      Acquirors would beneficially own shares that would entitle the holders
      thereof to cast more than 20% of the votes attaching to all shares in the
      capital of the Company that may be cast to elect directors of the Company;
      and

	 	 	 
		
      (ii) 
	
      the exercise of the voting power of all or any such
      shares so as to cause or result in the election of two or more directors
      of the Company who were not Incumbent Directors;

	 	 	 
	(b) 	
      “Disability” means the inability of the Executive
      to substantially perform the Services for a continuous or cumulative
      period of four months in any 12 month period where such inability is a
      result of physical or mental illness or injury;

	 	 	 
	(c) 	
      “Good Reason” shall include, without limitation,
      the occurrence of any of the following without the Executive’s written
      consent:

	 	 	 
		
      (i) 
	
      a change (other than those that are clearly consistent
      with a promotion) in the Executive’s position or duties (including any
      position or duties as a director of the Company), responsibilities
      (including, without limitation, to whom the Executive reports and who
      reports to the Executive), title or office in effect immediately prior to
      a Control Change;

	 	 	 
		
      (ii) 
	
      a reduction by the Company or any of its subsidiaries of
      the Executive’s salary, benefits or any other form of remuneration or any
      change in the basis upon which the Executive’s salary, benefits or any
      other form of remuneration payable by the Company or its subsidiaries is
      determined or any failure by the Company to increase the Executive’s
      salary, benefits or any other forms of remuneration payable by the Company
      or its subsidiaries in a manner consistent (both as to frequency and
      percentage increase) with practices in effect immediately prior to a
      Control Change or with practices implemented subsequent to a Control
      Change with respect to the senior executives of the Company and its
      subsidiaries, whichever is more favourable to the Executive;

	 	 	 
		
      (iii) 
	
      any failure by the Company or its subsidiaries to
      continue in effect any benefit, bonus, profit sharing, incentive,
      remuneration or compensation plan, stock ownership or purchase plan,
      pension plan or retirement plan in which the Executive is participating or
      entitled to participate immediately prior to a Control Change, or the
      Company or its subsidiaries taking any action or failing to take any
      action that would adversely affect the Executive’s participation in or
      reduce his rights or benefits under or pursuant to any such plan, or the
      Company or its subsidiaries failing to increase or improve such rights or
      benefits on a basis







5

	 		
      consistent with practices in effect immediately prior to
      a Control Change or with practices implemented subsequent to a Control
      Change with respect to the senior executives of the Company and its
      subsidiaries, whichever is more favourable to the Executive;

	 	 	 
	 	(iv) 	
      the Company or its subsidiaries relocating the Executive
      to any place other than the location at which he reported for work on a
      regular basis immediately prior to a Control Change or a place within 10
      kilometres of that location, except for required travel on the Company’s
      or a subsidiary’s business to an extent substantially consistent with the
      Executive’s obligations immediately prior to a Control Change;

	 	 	 
	 	(v) 	
      any failure by the Company or its subsidiaries to provide
      the Executive with the number of paid vacation days to which he was
      entitled immediately prior to a Control Change or the Company or its
      subsidiaries failing to increase such paid vacation on a basis consistent
      with practices in effect immediately prior to a Control Change or with
      practices implemented subsequent to a Control Change with respect to the
      senior executives of the Company and its subsidiaries, whichever is more
      favourable to the Executive;

	 	 	 
	 	(vi) 	
      the Company or its subsidiaries taking any action to
      deprive the Executive of any material fringe benefit not hereinbefore
      mentioned and enjoyed by him immediately prior to a Control Change, or the
      Company or its subsidiaries failing to increase or improve such material
      fringe benefits on a basis consistent with practices in effect immediately
      prior to a Control Change or with practices implemented subsequent to a
      Control Change with respect to the senior executives of the Company and
      its subsidiaries, whichever is more favourable to the Executive;

	 	 	 
	 	(vii) 	
      any breach by the Company of any provision of this
      Agreement;

	 	 	 
	 	(viii) 	
      the good faith determination by the Executive that, as a
      result of a Control Change or any action or event thereafter, the
      Executive’s status or responsibility in the Company or its subsidiaries
      have been diminished or the Executive is being effectively prevented from
      carrying out his duties and responsibilities as they existed immediately
      prior to the Control Change; or

	 	 	 
	 	(ix) 	
      the failure by the Company to obtain, in a form
      satisfactory to the Executive, an effective assumption of its obligations
      hereunder by any successor to the Company;




	(d) 	
      “Just Cause” means conduct of the Executive that
      constitutes just cause to terminate the Executive’s employment without any
      notice or compensation in lieu of notice at common
law.







6

	4.2 	Payments in the Event of Termination Without
      Just Cause 


If the employment of the Executive is terminated by the Company
other than for Just Cause (and not by reason of Disability or death), then the
Company will:

	(a) 	
      at the option of the Executive, provide to the Executive
      24 months notice of termination (the “Notice Period”) or a lump sum
      payment amount equal to two times the annual Salary;

	 	 
	(b) 	
      continue the Executive’s participation in the Incentive
      Plans and Benefits provided to the Executive immediately preceding the
      date of the termination (excluding any short or long term disability plan)
      until the earliest of the expiration of the Notice Period set out in
      Subsection 4.2(a) and the death of the Executive; and

	 	 
	(c) 	
      maintain in effect the Executive’s right to purchase
      shares of the Company in accordance with Sections 3.3(a)(i) and 3.3(a)(ii)
      of this Agreement until the earliest of the expiration of the Notice
      Period set out in Subsection 4.2(a) and the death of the
  Executive.




	4.3 	Resignation by Executive




	(a) 	
      The Executive may resign from his employment under this
      Agreement by providing to the Company a minimum of one month’s and a
      maximum of three month’s prior written notice of such resignation and, in
      such case, the Executive will be entitled to exercise all options under
      the Option Commitment, or any other Plans and Programs, that will have
      vested as of the last full business day before the expiry of the period of
      notice of resignation given by the Executive.

	 	 	 
	(b) 	
      Upon receipt of written notice of resignation under
      Subsection 4.3(a) of this Agreement, the Company may, at its option,
      earlier terminate the employment of the Executive in which case:

	 	 	 
		(i) 	
      the Executive will be entitled to exercise all options
      under the Option Commitment, or any other Plans and Programs, that will
      have vested as of the last full business day before the expiry of the
      period of notice of resignation given by the Executive; and

	 	 	 
		(ii) 	
      the Company will pay the Executive an amount equal to the
      Salary payable from the date of termination by the Company until the
      earlier of the date of resignation selected by the Executive and three
      months from the date the Executive gave notice of resignation.

	 	 	 
	(c) 	
      Notwithstanding Subsections 4.3(a) and 4.3(b) of this
      Agreement, the Executive will be entitled to the payments and benefits set
      out in Section 4.2 of this Agreement if the Company does anything that
      constitutes a Good Reason and does anything that would constitute a
      constructive dismissal of the Executive by the Company as determined in
      accordance with common law.







7

	4.4 	Death and Disability




	(a) 	
      Death. If the Executive dies during the Term,
      then:

	 	 	 	 
		(i) 	
      employment of the Executive will terminate as of the date
      of death; and

	 	 	 	 
		(ii) 	
      the Company will pay to the estate of the
    Executive:

	 	 	 	 
			a. 	
      unpaid Salary, if any, up to the date of death;

	 	 	 	 
			b. 	
      any compensation or benefits payable or owing to the
      Executive on or after death in accordance with the terms of any Incentive
      plans or Benefits plans in which the Executive is participating
      immediately prior to his death; and

	 	 	 	 
			c. 	
      any options that were not purchased by the Executive
      pursuant to the Sections 3.3(a)(i) and 3.3(a)(ii) as of the date of death
      shall vest in accordance with Sections 3.3(a)(i) and 3.3(a)(ii) of this
      Agreement, and may thereafter be exercised by the estate of the
      Executive.

	 	 	 	 
	(b) 	
      Disability. If the Executive suffers from a
      Disability during the Term, then the Executive will be entitled to
      compensation as set out in Subsection 4.2(a) of this Agreement;
  and:

	 	 	 	 
		(i) 	
      continue to participate in any Incentive plans and to
      receive Benefits (other than Benefits relating to Disability) to which the
      Executive would have otherwise been entitled during the Notice Period;
      and

	 	 	 	 
		(ii) 	
      any Benefits relating to Disability that the Executive is
      entitled to as determined by the terms and conditions of any applicable
      Benefit plans, provided that if the Executive receives any Benefits under
      this Subsection 4.4(b) during any portion of the Notice Period, then the
      Company will not be obligated to pay to the Executive the amounts covered
      by such Benefits that would otherwise be payable to the Executive under
      Subsection 4.4(b)(i).




	4.5 	Other Conditions 


The obligations of the Company to the Executive on termination
of employment of the Executive by the Company or by the Executive for any reason
are subject to the following conditions:

	(a) 	
      the Company may at any time or from time to time amend or
      terminate any Benefits or Plans and Programs that are continued or
      available after the date of termination of the Executive provided that the
      subject Benefits or Plans and Programs are similarly terminated or amended
      for all executives of the Company;

	 	 
	(b) 	
      the Executive will not be obligated to make reasonable
      efforts to find alternative employment for any period during which the
      Company is obligated to continue participation in Benefits and Plans and
      Programs under section 4, and the participation in Benefits and Plans and
      Programs pursuant to Section 4 will not be reduced
or







8

		
      discontinued as a result of any employment of the
      Executive that commences after the employment of the Executive with the
      Company ceases;

	 	 
	(c) 	
      the Executive shall not be prohibited in any manner
      whatsoever from obtaining employment with or otherwise forming or
      participating in a business competitive to the business of the
    Company.

	 	 
	(d) 	
      The Company shall pay, to the full extent provided by
      law, without requiring the Executive first to pay such fees and expenses,
      all legal fees and expenses that the Executive, the Executive’s legal
      representatives or the Executive’s family may reasonably incur or face
      arising out of or in connection with this Agreement (but this Agreement
      only), including any litigation concerning the validity or enforceability
      of, or liability under, any provision of this Agreement or any action by
      the Executive, the Executive’s legal representatives or the Executive’s
      family to enforce his or their rights under the Agreement (but this
      Agreement only), regardless of the outcome of such litigation, and the
      Company agrees to pay interest, compounded quarterly, on the total unpaid
      amount payable under this Agreement, such interest to be calculated at a
      rate equal to 2% in excess of the prime commercial annual lending rate for
      Canadian dollar demand loans announced from time to time by the Royal Bank
      of Canada during the period of such
non-payment.




	4.6 	Accelerated Vesting of Incentive Stock
      Options 


Notwithstanding the vesting provisions set out in Sections
3.3(a)(i) and 3.3(a)(ii) and in any option agreement entered into by the Company
and the Executive with respect to the Executive’s options under Section
3.3(a)(i) and 3.3(a)(ii), in the event of the termination of the employment of
the Executive for any reason other than:

	(a) 	
      termination for Just Cause; or

	 	 
	(b) 	
      the Executive being convicted of an indictable criminal
      offence in the nature of fraud,

	 	 
		
      (any termination of the Executive’s employment by the
      Company, other than for the reasons listed above, or any termination for
      reasons set out in Subsection 4.3(c), or by reason of the Executive’s
      Disability or death, being a “Non-Critical
Termination”)



the Executive’s options under Section 3.3(a)(i) and 3.3(a)(ii)
will be deemed to be fully vested and immediately exercisable on the first to
occur of:

	(c) 	
      in the event of a Control Change that results from a
      takeover bid, on the date that the bidder takes up and pays for the
      Company shares under the subject bid or such earlier date as the Company’s
      Board of Directors may permit by resolution in accordance with the
      Company’s stock option plan in effect as of the date of the grant of such
      options;

	 	 
	(d) 	
      in the event of a Control Change that results from some
      other transaction, on the date that the Company or its shareholders become
      subject to the principal transaction document governing the terms of the
      subject transaction; and







9

	(e) 	
      in the event of a Non-Critical Termination, on the date
      of termination, the date of Disability or the date of death, as the case
      may be.



For the purposes of sections 4.6(c) and 4.6(d) the Company
agrees that it shall, in accordance with the terms of the stock option plan and
in the event of a Control Change resulting from a negotiated takeover bid or
similar transaction, and subject to the cooperation of the offeror, take all
reasonable efforts to provide for a cashless exercise of such options and the
conditional tender to any such takeover bid or similar transaction of the
underlying shares issuable upon the exercise of such options, and to cause the
options to fully vest and become immediately exercisable at the time of such
exercise or conditional tender. 

	5. 	
      GENERAL PROVISIONS

	 	 
	5.1 	
      Enforceability and
Severability



It is the desire and intent of the parties hereto that the
provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement
is sought. In the event that any provision of this Agreement conflicts with the
law under which this Agreement is to be construed or if any such provision is
held invalid by a court with jurisdiction over the parties hereto, such
provision will be deemed to be restated to reflect as nearly as possible the
original intentions of the parties in accordance with applicable law. The
remainder of this Agreement will remain in full force and effect. In the event
any such deemed restatement of any such provision prevents the accomplishment of
a fundamental purpose of this Agreement, the Company and the Executive will
immediately commence negotiations in good faith to provide the party which has
been adversely affected by such restatement with value (in cash or in kind)
equivalent to the value that such party would have received had such provision
not been restated.

	5.2 	Assignment and Benefit



The Executive will not assign or transfer this Agreement or any
rights or obligations hereunder. The Company may assign this Agreement to any
successor to the Company and the provisions hereof will inure to the benefit of,
and be binding upon, each successor of the Company, whether the successor arises
by merger, consolidation or transfer of all or substantially all of its assets.
This Agreement shall enure to the benefit of and be enforceable by the
Executive’s successors and legal representatives.

	5.3 	Confidentiality and
      Assignment of Inventions Agreement and
      Indemnity Agreement. 


Concurrently with the execution of this Agreement, the Company
and the Employee will execute and deliver the Confidentiality and Assignment of
Inventions Agreement and the Indemnity Agreement in the forms attached as
Schedules “A” and “B” respectively to this Agreement. Neither party will
disclose the details of these Agreements, or their existence without the prior
consent of the other party.




10

	5.4 	Entire Agreement 


This Agreement, including Schedules “A” and “B”, contains the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements or understandings, whether oral or
written and whether express or implied, between the parties hereto. The
Executive acknowledges and agrees that any prior agreements or representations,
whether oral or written and whether express or implied, between the Executive
and the Company, are hereby terminated and the Executive has no rights or
entitlements under any such prior agreements or representations against the
Company.

	5.5 	Notices 


All notices, requests and other communications to any party
hereunder will be in writing and sufficient if delivered personally or sent by
telecopy (with confirmation of receipt) or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

If to the Company, at

Suite 1240 - 1140 West Pender Street

Vancouver, B.C. V6E 4G1

If to the Executive, at:

22327 126th Avenue 
Maple
Ridge, B.C. V2X 2X8

or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Each such notice, request or communication will be deemed to have been given
when received or, if given by mail, when delivered at the address specified in
this Section or on the fifth business day following the date on which such
communication is posted, whichever occurs first.

	5.6 	Amendments and Waivers



No modification, amendment or waiver of any provision of, or
consent required by, this Agreement, nor any consent to any departure herefrom,
will be effective unless it is in writing and signed by the parties hereto. Such
modification, amendment, waiver or consent will be effective only in the
specific instance and for the purpose for which given.

	5.7 	Headings 


Descriptive headings are for convenience only and will not
control or affect the meaning or construction of any provision of this
Agreement.




11

	5.8 	Counterparts 


This Agreement may be executed in counterparts, and each such
counterpart hereof will be deemed to be an original instrument, but all such
counterparts together will constitute but one agreement.

	5.9 	Canadian Dollars 


All dollar amounts referred to herein will be in lawful
currency of Canada.

	5.10 	Governing Law 


This Agreement and its application and interpretation will be
governed exclusively by the laws of British Columbia and the laws of Canada
applicable in British Columbia.

	5.11 	Attornment 


Each party will submit to the jurisdiction of the Supreme Court
of British Columbia and all Courts having appellate jurisdiction thereover in
any suit, action or other proceeding arising out of or relating to this
Agreement commenced in such Court by one party against the other party (a
“Permitted Action”), and each party waives and will not assert by way of motion
as defence or otherwise in any Permitted Action, any claim that:

	(a) 	
      such party is not subject to the jurisdiction of such
      Court;

	 	 
	(b) 	
      such permitted action is brought in an inconvenient
      forum;

	 	 
	(c) 	
      the venue of such permitted action is improper;
  or

	 	 
	(d) 	
      any subject matter of such permitted action may not be
      enforced in or by such Court.



In any suit or action brought to obtain a judgment for the
recognition or enforcement of any final judgement rendered in a Permitted Action
no party to this Agreement will seek, other than by way of appeal, in any Court
of any jurisdiction any review pertaining to the merits of any Permitted Action,
whether or not such party appears in or defends the Permitted Action.

	5.12 	Independent Legal Advice



The Executive hereby acknowledges that he has had the
opportunity to obtain independent legal advice regarding this Agreement and has
either obtained such advice or has waived his right to obtain such advice.

	5.13 	Survival 


Section 4 of this Agreement will survive the termination of
employment of the Executive and will continue in full force and effect.




12

	5.14 	Collection and Use of Personal
      Information 


The Executive acknowledges that the Company will collect, use
and disclose health and other personal information for employment and business
related purposes. The Executive consents to the Company collecting, using and
disclosing health and other personal information of the Executive for employment
and business related purposes in accordance with the privacy policy of the
Company.

	5.15 	Time 


Time is of the essence.

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

CROSSHAIR EXPLORATION & MINING CORP.

	Per: 		 
	 	“Mark J. Morabito” 	 
	 	Authorized Signatory 	 



	Signed, Sealed and Delivered by PAUL
    	) 	  
	HOSFORD in the presence of: 	) 	  
	  	) 	  
	“Julie Bolden” 	) 	“Paul Hosford” 
	Witness (Signature) 	) 	PAUL HOSFORD 
	  	) 	  
	Julie Bolden 	) 	  
	Name 	) 	  
	  	) 	  
	#220, 55 E. Cordova Street 	) 	  
	Address 	) 	  
	Vancouver, B.C. V6A 0A5 	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






SCHEDULE “A”

CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS
AGREEMENT

CROSSHAIR EXPLORATION & MINING CORP. 
AND

PAUL HOSFORD




     This Confidentiality and
Assignment of Inventions Agreement (“Agreement”) dated as of January 7,
2008.

Between:

CROSSHAIR EXPLORATION & MINING
CORP.

(the “Company”)

And:

PAUL HOSFORD

(the “Employee”)

Whereas:

A.      The Employee
acknowledges and agrees that the Company is in the business of mineral resource
exploration. Because of the nature of the Company’s business, the Employee’s
employment creates a relationship of confidence between the Employee and the
Company with respect to certain information that gives the Company an advantage
in its business and marketplace. In the course of carrying out and performing
the Employee’s duties and responsibilities to the Company, the Employee will
obtain access to and be entrusted with Confidential and Proprietary Information
(as hereinafter defined) relating to the business and other affairs of the
Company.

B.      The Company
wants to protect its confidential and proprietary information and other
information relating to the Company.

C.      The Company
has agreed to employ the Employee in British Columbia, Canada.

     NOW THEREFORE, in
consideration of the foregoing promises and the mutual covenants herein
contained, the parties agree as follows:

1.0      Confidential
Information

1.1      The Employee
acknowledges that, by reason of his employment with the Company, he will have
access to Confidential Information, as hereinafter defined, of the Company, that
the Company has spent time, effort and money to develop and acquire. For the
purposes of this Agreement any reference to “Company” shall mean the Company and
its affiliates and subsidiaries. The term “Confidential Information” as used in
this Agreement means all trade secrets, proprietary information and other data
or information (and any tangible evidence, record or representation thereof)
whether prepared, conceived or developed by an employee or agent of the Company
(including the Employee) or received by the Company from an outside source which
is maintained in confidence by the Company or any of its customers. Without
limiting the generality of the foregoing, Confidential Information includes
information of the Company pertaining to:




- 2 -

	 	(i) 	
      research and development plans or projects, data and
      reports; computer materials such as programs, instructions, source and
      object code, and printouts; formulas, inventions, developments and
      discoveries; product information, including testing information; business
      improvements and processes; marketing and selling plans; business
      opportunities, plans (whether pursued or not) and budgets; unpublished
      financial statements; licenses; pricing, pricing strategy and cost data;
      information regarding the skills and compensation of employees; the
      identities of clients and potential clients, customers and potential
      customers (collectively, “Customers”); the identities of contact persons
      at Customers; the preferences and needs of Customers; customer contact
      persons; information regarding sales calls, timing, sales terms, service
      plans, methods, practices, strategies, forecasts, know-how, and other
      marketing techniques; the identities of key accounts, potential key
      accounts; the identities of suppliers and contractors, and all information
      about those supplier and contractor relationships such as contact
      person(s), pricing and other terms;

	 	 	 
	 	(ii) 	
      any information relating to the relationship of the
      Company with any personnel, suppliers, principals, investors, contacts or
      prospects of the Company and any information relating to the requirements,
      specifications, proposals, orders, contracts or transactions of or with
      any such persons; and

	 	 	 
	 	(iii) 	
      financial information, including the Company’s costs,
      financing or debt arrangements, income, profits, salaries or
  wages.



1.2      The Employee
acknowledges that the Confidential Information is a valuable and unique asset of
the Company and that the Confidential Information is and will remain the
exclusive property of the Company.

1.3      The Employee
agrees to maintain securely and hold in strict confidence all Confidential
Information received, acquired or developed by him or disclosed to him as a
result of or in connection with his employment with the Company. The Employee
agrees that, both during his employment and after the termination of his
employment with the Company, he will not, directly or indirectly, divulge,
communicate, use, copy or disclose or permit others to use, copy or disclose,
any Confidential Information to any person, except as such disclosure or use is
required to perform his duties hereunder or as may be consented to by prior
written authorization of the Company’s President and Chief Executive Officer.
The obligation of confidentiality imposed by this Agreement shall not apply to
information that appears in issued patents or printed publications, that
otherwise becomes generally known in the industry through no act of the Employee
in breach of this Agreement, or that is required to be disclosed by court order
or applicable law.

1.4      The Employee
understands that the Company has from time to time in their possession
information belonging to third parties or which is claimed by third parties to
be confidential or proprietary and which the Company has agreed to keep
confidential. The Employee agrees that all such information shall be
Confidential Information for the purposes of this Agreement.




- 3 -

1.5      For purposes
of the copyright laws of the United States of America, to the extent, if any,
that such laws are applicable to any Confidential Information, it shall be
considered a work made for hire and the Company shall be considered the author
thereof.

1.6      The Employee
represents and warrants that he has not brought and will not bring with him to
the Company, and that he has not used and will not use, while performing his
duties for the Company, any materials or documents of a former company which he
is under a duty not to disclose. The Employee understands that, while employed
by the Company, the Employee shall not breach any obligation or confidence or
duty the Employee may have to a former Company and the Employee agrees that the
Employee will fulfil all such obligations during the Employee’s employment with
the Company. 

1.7      The Employee
represents and warrants that the Employee will not, to the best of the
Employee’s knowledge and belief, use or cause to be incorporated in any of the
Employee’s work product any data software, information, designs, techniques or
know-how which the Employee or the Company does not have the right to use.

1.8      The Employee
agrees that documents, copies, records and other property or materials made or
received by the Employee that pertain to the business and affairs of the
Company, including all Confidential Information which is in the Employee’s
possession or under the Employee’s control are the property of the Company and
that the Employee will return same and any copies of same to the Company
immediately upon termination of the Employee’s employment or at any time upon
the request of the Company.

2.0      Disclosure of Discoveries,
Ideas and Inventions

2.1      Any new
technology, knowledge or information developed by the Employee related to the
business of the Company during the term of this Agreement shall be the exclusive
property of the Company to the extent that such technology, knowledge or
information is owned by the Employee.

2.2      The Employee
acknowledges that all Confidential Information (as defined above) and all other
discoveries, know-how, inventions, ideas, concepts, processes, products,
protocols, treatments, methods, tests and improvements, computer programs, or
parts thereof, conceived, developed, reduced to practice or otherwise made by
him either alone or with others, during the course of his employment with the
Company pursuant to this Agreement or any previous employment agreements or
arrangements between the Employee and the Company, whether or not conceived,
developed, reduced to practice or made during the Employee’s regular working
hours or on the premises of the Company (collectively “Inventions”), and any and
all services and products which embody, emulate or employ any such Inventions
will be the sole property of the Company and all copyrights, patents, patent
rights, trademarks, service marks and reproduction rights to, and other
proprietary rights in, each such Invention, whether or not patentable or
copyrightable, will belong exclusively to the Company. For purposes of the
copyright laws of the United States of America, to the extent, if any, that such
laws are applicable to any such Invention or any such service or product, it
will be considered a work made for hire and the Company will be considered the
author thereof. 




- 4 -

2.3      The Employee
represents and warrants that he does not claim rights in, or otherwise exclude
from this Agreement, any Invention except as listed on Exhibit “A” hereto.

2.4      The Employee
shall disclose promptly to the Company, its successors or assigns, any
Inventions.

2.5      The Employee
hereby assigns and agrees to assign all his rights, title and interest in the
Inventions, to the Company or its nominee.

2.6      Whenever
requested to do so by the Company, the Employee shall execute any and all
applications, assignments or other instruments which the Company shall deem
necessary to apply for and obtain patents or copyrights of Canada, the United
States or any foreign country or to otherwise protect the Company’s interest in
the Inventions and shall assist the Company in every proper way (entirely at the
Company’s expense, including reimbursement to the Employee for all expense and
loss of income) to obtain such patents and copyrights and to enforce them.

2.7      The Employee
hereby waives for the benefit of the Company and its successors and assigns any
and all moral rights in respect of any Inventions.

3.0      Equitable Relief 

3.1      The Employee
agrees that, in the event he violates any of the restrictions referred to in
Sections 1 or 2, the Company shall suffer irreparable harm and shall be entitled
to preliminary and permanent injunctive relief and any other remedies in law or
in equity which the court deems fit.

4.0      General Provisions

4.1      The
Employee’s obligations in sections 1 and 2 of this Agreement shall continue
beyond the Employee’s termination of employment.

4.2      This
Agreement shall be governed by and interpreted under the laws of the Province of
British Columbia and federal laws applicable therein.

4.3      In this
Agreement, unless context otherwise requires, words importing the singular
include the plural and vice versa, and words importing gender include all
genders.

4.4      This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but together they shall constitute one and the same instrument.

4.5      The
provisions of this Agreement and parts thereof shall be regarded as severable,
and if any of said provisions or any part thereof are declared invalid or
unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remainder of such provisions or parts thereof and the
applicability thereof shall not be affected thereby.

4.6      This
Agreement may not be amended or modified except by a written instrument executed
by the parties hereto.




- 5 -

4.7      The waiver
of the Company of a breach of any provision of this Agreement by the Employee
shall not operate or be construed as a waiver of any subsequent breach by the
Employee. No delay or omission by any party in exercising any right, remedy or
power hereunder or existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by such party from
time to time and as often as may be deemed expedient or necessary by such party
in its or his, or her sole discretion.

4.8      The
Employee’s rights and obligations under this Agreement shall not be transferable
by him by assignment or otherwise. Nothing in this Agreement shall prevent the
consolidation of the Company with, or its merger into, any other corporation or
the sale by the Company of its properties or assets; this Agreement shall inure
to the benefit of, be binding upon and be enforceable by, any successor,
surviving or resulting corporation, or any other entity to which such assets
shall be transferred.

IN WITNESS WHEREOF, the Company and the Employee have executed
this Agreement as of the date first above written.

CROSSHAIR EXPLORATION & MINING CORP.

	Per: 		 
	 	“Mark J. Morabito” 	 
	 	Authorized Signatory 	 



	Signed, Sealed and Delivered by PAUL
    	) 	  
	HOSFORD in the presence of: 	) 	  
	  	) 	  
	“Julie Bolden” 	) 	“Paul Hosford” 
	Witness (Signature) 	) 	PAUL HOSFORD 
	  	) 	  
	Julie Bolden 	) 	  
	Name 	) 	  
	  	) 	  
	#220, 55 E. Cordova Street 	) 	  
	Address 	) 	  
	Vancouver, B.C. V6A 0A5 	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






Exhibit “A”

List of Excluded Inventions

None 

See List Below 




SCHEDULE “B”

INDEMNITY AGREEMENT 

CROSSHAIR EXPLORATION & MINING CORP.

AND
PAUL HOSFORD




INDEMNITY AGREEMENT

THIS AGREEMENT made effective January 7, 2008 is between:

CROSSHAIR EXPLORATION & MINING
CORP., a British 
Columbia company, having its principal business office
at Suite 
1240 - 1140 West Pender Street, Vancouver, British Columbia 
V6E
4G1

(the “Company”)

AND

PAUL HOSFORD, businessman, of
22327 126th Avenue, Maple 
Ridge, British Columbia V2X 2X8

(the “Indemnitee”)

BACKGROUND

A.      The Company
was incorporated or otherwise recognized under the Business Corporations
Act (BC)(“Act”).

B.      The
Indemnitee is or may become a director or officer of the Company.

C.      At the
request of the Company, the Indemnitee is or may become a director or officer
of, or act in a similar capacity for, a corporation, partnership, association,
syndicate, joint venture, trust or other organization, whether incorporated or
unincorporated (an “Other Entity”).

D.      The Company
has requested the Indemnitee to serve or to continue to serve as a director or
officer of the Company or Other Entity and the Indemnitee has agreed to do so on
the terms of this Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties agree as follows:

1.      General Indemnity.
Except in the case of the gross negligence or wilful misconduct of the
Indemnitee in connection with the duties of the Indemnitee as a director or
officer of the Company or Other Entity, the Company will indemnify and hold
harmless the Indemnitee and the heirs, executors, administrators and other legal
representatives of the Indemnitee (each of which is included in any reference in
this Agreement to the Indemnitee) against and from all liabilities, losses,
damages, costs, fees, charges, disbursements, fines, penalties and expenses of
any kind, regardless of when or how they arose including, without limiting the
generality of the foregoing, all fees, charges and disbursements for the
services of any experts, all legal fees, 




- 2 -

charges and disbursements on a solicitor and client basis and
any amount paid to settle any actions or to satisfy any judgments, (any and all
of the foregoing being hereinafter referred to as “Liabilities”) which the
Indemnitee may sustain, pay or incur as a result of or in connection with any
manner of action, suit, proceeding, claim, demand, order or investigation
(whether civil, criminal, administrative or otherwise, including, without
limiting the generality of the foregoing, any and all appeals and whether made
by any person, firm, corporation, government, or by any governmental department,
body, commission, board, bureau, agency or instrumentality (any and all of the
foregoing being hereinafter referred to as an “Action”) to which the Indemnitee
is made or threatened to be made a party, for or in respect to any act done or
step taken or alleged to have been done or step taken or alleged to have been
done or taken, or not done or taken or alleged not to have been done or taken,
in the course of or arising from carrying out or conducting the Indemnitee’s
duties as, or the fact that the Indemnitee is, a director or officer of the
Company or Other Entity.

2.      Specific Indemnity for
Statutory Obligations. In particular, and without in any way limiting
the generality of paragraph 1 of this Agreement, the Company will indemnify and
hold the Indemnitee harmless against and from all Liabilities at any time
imposed upon or at any time made against the Indemnitee under the Act, the
Securities Act (British Columbia), the Securities Act of 1933 (United States),
the Securities Exchange Act of 1934 (United States), the Bankruptcy and
Insolvency Act (Canada), the Income Tax Act (Canada) and under any other
federal, state, provincial, regional, county or municipal legislation or any
re-enactment or amendment of that legislation and which in any way involve the
business or affairs of the Company or Other Entity.

3.      Taxation
Indemnity. Without limiting the generality of paragraphs 1 and 2, the
Company agrees that with respect to taxes and other similar charges however
designated, levied by governments and by agencies and divisions of governments,
whether federal, state, provincial, regional, county or municipal:

	 	(a) 	
      the Company will abide by, and use its reasonable efforts
      to cause the Other Entity to abide by, all laws, by-laws, legislative
      requirements and regulatory requirements of any government or any agency
      or division of any federal, state, provincial, regional, county or
      municipal government, relating to the ownership of the Company and to any
      business conducted by the Company or Other Entity; and

	 	 	 
	 	(b) 	
      to the extent that the Indemnitee becomes responsible for
      the preparation or filing of any report or return to any government or any
      agency or division of any federal, state, provincial, regional, county or
      municipal government, the Company will supply and will use its reasonable
      efforts to cause the Other Entity to supply, all necessary information for
      that preparation and filing, and will be responsible for paying all
      charges, costs and expenses, including those of accountants, appraisers,
      lawyers and other consultants, relating to that preparation and
    filing.



4.      Payment of
Expenses. At the request of the Indemnitee, all expenses incurred or to be
incurred by the Indemnitee in connection with an Action covered under this
Agreement will be 




- 3 -

paid by the Company in advance, as permitted by the Act to
enable the Indemnitee to properly investigate, defend or appeal the Action.

5.      Notices of
Proceedings.

	 	(a) 	
      The Indemnitee will give written notice to the Company
      upon the Indemnitee being served with any statement of claim, writ, notice
      of motion, indictment, subpoena, investigation order or other document
      commencing, threatening or continuing any Action involving the Company or
      the Other Entity or the Indemnitee which may result in a claim for
      indemnification under this Agreement.

	 	 	 
	 	(b) 	
      The Company will give written notice to the Indemnitee,
      upon the Company or the Other Entity being served with any statement of
      claim, writ, notice of motion, indictment, subpoena, investigation order
      or other document commencing, threatening or continuing any Action
      involving the Indemnitee.

	 	 	 
	 	(c) 	
      Failure by either party to notify the other of any Action
      will not relieve the Company from liability under this Agreement except to
      the extent that the failure materially prejudices the Indemnitee or the
      Company.



6.      Subrogation.
Promptly after receiving notice of any Action or threatened Action from
the Indemnitee, the Company may, and upon the written request of the Indemnitee
will, promptly assume the defence of the Action and on behalf of the Indemnitee
will retain counsel who is reasonably satisfactory to the Indemnitee to
represent the Indemnitee in respect of the Action. If the Company assumes
conduct of the defence on behalf of the Indemnitee, the Indemnitee consents to
the conduct thereof and to any action taken by the Company, in good faith, in
connection therewith and the Indemnitee will fully cooperate in the defence
including, without limitation, the provision of documents, attending
examinations for discovery, making affidavits, meeting with counsel and
testifying and divulging to the Company all information reasonably required to
defend or prosecute the Action.

7.      Separate Counsel.
In connection with an Action, the Indemnitee will have the right to
employ separate counsel of the Indemnitee’s choosing and to participate in the
defence thereof but the fees and disbursements of the separate counsel will be
at the Indemnitee’s expense unless:

	 	(a) 	
      counsel chosen by the Company to represent the Indemnitee
      reasonably determines that there are legal defences available to the
      Indemnitee that are different from or in addition to those available to
      the Company or the Other Entity or that a conflict of interest exists
      which makes representation by counsel chosen by the Company not
      advisable;

	 	 	 
	 	(b) 	
      the Company has not assumed the defence of the Action and
      employed counsel reasonably satisfactory to the Indemnitee within a
      reasonable period of time after receiving notice of the Action;
  or

	 	 	 
	 	(c) 	
      employment of the separate counsel has been authorized by
      the Company;







- 4 -

in which event the fees and disbursements of the separate
counsel will be paid by the Company.

8.      Settlement of
Claim. No admission of liability and no settlement of an Action or
threatened Action in a manner adverse to the Indemnitee will be made without the
consent of the Indemnitee, such consent not to be unreasonably withheld. No
admission of liability will be made by the Indemnitee without the consent of the
Company and the Company will not be liable for any settlement of any Action or
threatened Action made without its consent, such consent not to be unreasonably
withheld.

9.      Determination of Right
to Indemnification. If the payment of an indemnity under this Agreement
requires the approval of a court, under the provisions of the Act or otherwise,
either the Company or, if the Company does not do so, the Indemnitee, may apply
to a court of competent jurisdiction for an order approving the indemnity by the
Company of the Indemnitee under this Agreement.

10.      Notices. All
notices, requests and other communications to any party hereunder will be in
writing and sufficient if delivered personally or sent by telecopy (with
confirmation of receipt) or by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:

If to the Company, at

Suite 1240 - 1140 West Pender Street

Vancouver, B.C. V6E 4G1

If to the Executive, at:

22327 126th Avenue 
Maple Ridge,
B.C. V2X 2X8

or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Each such notice, request or communication will be deemed to have been given
when received or, if given by mail, when delivered at the address specified in
this Section or on the fifth business day following the date on which such
communication is posted, whichever occurs first.

11.      Survival of Covenants.
The indemnity in this Agreement will survive the termination of the
Indemnitee’s position as a director or officer of the Company or Other Entity
and will continue in full force and effect after that time.

12.      Insolvency.
The liability of the Company under this Agreement will not be affected,
discharged, impaired, mitigated or released by the discharge or release of the
Indemnitee in any bankruptcy, insolvency, receivership or other similar
proceeding of creditors.

13.      Time for Payment.
All monies to be paid under this Agreement will be paid within 30 days
of becoming payable.

14.      Severability.
If any term of this Agreement is determined to be invalid or
unenforceable, in whole or in part, the invalidity or unenforceability will
attach only to that term or part term, 




- 5 -

and the remaining part of the term and all other terms of this
Agreement will continue in full force and effect. The parties will negotiate in
good faith to agree to a substitute term that will be as close as possible to
the intention of any invalid or unenforceable term while being valid and
enforceable. The invalidity or unenforceability of any term in any particular
jurisdiction will not affect its validity or enforceability in any other
jurisdiction where it is valid or enforceable.

15.      Further Acts.
Each party agrees to do all such things and take all such actions as
may be necessary or desirable to give full force and effect to the matters
contemplated by this Agreement.

16.      Enurement.
This Agreement enures to the benefit and is binding upon the parties
and their respective heirs, executors, administrators, legal representatives,
successors and permitted assigns.

17.      Independent Legal
Advice. The Indemnitee acknowledges having been advised to obtain
independent legal advice with respect to entering into this Agreement, that the
Indemnitee has obtained independent legal advice or has expressly decided not to
seek that advice, and that the Indemnitee is entering into this Agreement with
full knowledge of the contents of it, of the Indemnitee’s own free will and with
full capacity to do so.

18.      Time. Time
will be of the essence.

19.      Governing Law and
Jurisdiction. This Agreement will be governed by and construed in
accordance with British Columbia law and applicable Canadian law and will be
treated in all respects as a British Columbia contract.

TO EVIDENCE THEIR AGREEMENT each of the parties has executed
this Agreement as of the day and year first written above.

CROSSHAIR EXPLORATION & MINING CORP.

	Per: 		 
	 	“Mark J. Morabito” 	 
	 	Authorized Signatory 	 






- 6 -

	Signed, Sealed and Delivered by PAUL
    	) 	  
	HOSFORD in the presence of: 	) 	  
	  	) 	  
	“Julie Bolden 	) 	“Paul Hosford” 
	Witness (Signature) 	) 	PAUL HOSFORD 
	  	) 	  
	Julie Bolden 	) 	  
	Name 	) 	  
	  	) 	  
	#220, 55 E. Cordova Street 	) 	  
	Address 	) 	  
	Vancouver, B.C. V6A 0A5 	) 	  
	  	) 	  
	  	) 	  
	Occupation 	)